Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On January 25, 2023, the Board of Directors (the "Board") of SJW Group (the
"Company") appointed Mohammed (Rally) G. Zerhouni as the Senior Vice President
of Finance, Principal Accounting Officer of the Company, effective January 30,
2023. On January 25, 2023, Mr. Zerhouni was also appointed as the Senior Vice
President of Finance, Principal Accounting Officer of San Jose Water Company,
SJWTX, Inc., SJWTX Holdings, Inc. and Connecticut Water Service, Inc., all
wholly-owned subsidiaries of the Company, effective January 30, 2023.
Mr. Zerhouni, age 47, served as Chief Financial Officer of Veolia Utility
Parent, Inc. ("Veolia Utility," formerly known as Suez Utility Parent Inc.) from
October 2022 to January 2023. Veolia Utility is part of North American business
of Veolia Group and is a rate-regulated water and wastewater company with
operations in six states of the United States serving a population of more than
2.2 million. Previously, he was the Vice President/Controller and Chief
Accounting Officer of Veolia Utility from December 2018 to September 2022. He
served in various roles of increasing responsibility up to a Senior Manager in
the audit practice of PricewaterhouseCoopers LLP from December 2004 to December
2018. He graduated from Sidi Mohamed Ben Abdellah University with a B.S. in
Business Administration and from Franklin University with a M.B.A. and B.S. in
Accounting.
In connection with the appointment of Mr. Zerhouni as Senior Vice President of
Finance, Principal Accounting Officer of the Company, his annual base salary was
set at $350,000 and his target annual incentive cash compensation was set at
thirty percent (30%) of his base salary. In addition, the Executive Compensation
Committee of the Board (the "Compensation Committee") approved a resolution
setting the dollar amounts represented by shares subject to service-based
restricted stock unit ("RSU") awards at $78,750 and shares subject to
performance-based RSU awards at $26,250 to be granted to Mr. Zerhouni under the
Company's Long-Term Incentive Plan.
On January 31, 2023, the Company issued a press release announcing the
appointment of Mr. Zerhouni as described above. A copy of this press release is
attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Index
Exhibit
No. Description
99.1 Press Release, dated January 31, 2023.
104 Cover Page Interactive Data File - the cover page XBRL tags are
embedded within Inline XBRL document.
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