🧾 What This Document Is

This is H2O America's Definitive Proxy Statement (DEF 14A) for its 2026 Annual Meeting. It's the official document that tells shareholders what they'll be voting on, provides details on company leadership, and discloses executive pay. Think of it as the agenda and briefing packet for the company's annual shareholder gathering.

👉 The meeting is on May 13, 2026. Shareholders will vote on four key proposals, and the board recommends voting "FOR" all of them.

🏢 What The Company Does

H2O America is a pure-play, investor-owned water and wastewater utility. In simple terms, they provide essential water services to homes and businesses.

• Mission: "Protecting what’s precious" by delivering high-quality water and exceptional service.
• Operations: They serve customers across four states with a focus on long-term infrastructure investment, regulatory credibility, and operational efficiency.
• Identity: The company recently rebranded to H2O America to reflect its national presence and long-term orientation.

🗳️ Proposals for Your Vote

Shareholders are asked to vote on these items at the meeting:

1. Proposal 1: Elect Nine Directors 👍
   • You're voting to approve the entire slate of board members nominated by the company.
2. Proposal 2: Advisory Vote on Executive Compensation ("Say-on-Pay") 👍
   • This is an advisory (non-binding) vote to approve the pay packages for the company's top executives as detailed in the filing.
3. Proposal 3: Ratify the Appointment of Deloitte & Touche LLP 👍
   • You're being asked to confirm the board's choice of Deloitte as the independent auditing firm for 2026.
4. Proposal 4: Other Business 👍
   • This is a standard proposal allowing for any other valid business that may come up at the meeting.

👥 Board of Directors & Leadership

The board is responsible for overseeing the company. Here’s what you need to know:

• Leadership Transition: There was a significant change at the top. Eric W. Thornburg retired as CEO (July 2025) and Chairman (Jan 2026) after over 40 years in the industry. Andrew F. Walters, previously the CFO, became CEO in July 2025 and assumed the role of Chairman in February 2026.
• New Director: Nick O. Rowe is a new nominee for the board, bringing expertise from his consulting firm.
• Board Composition: The board has 9 members. It is 78% independent (7 out of 9 directors are considered independent).
• Skills Matrix: The board highlights directors' expertise in key areas like the water industry, regulatory experience, finance, and executive leadership.

💰 Executive & Director Compensation

This section details how the company pays its top leaders and its board members.

• Named Executive Officers (NEOs): The proxy includes a "Summary Compensation Table" for the CEO, CFO, and other top executives. The Compensation Discussion & Analysis (CD&A) explains the philosophy and components of their pay (base salary, bonuses, stock awards, etc.).
• Director Pay: For 2025, non-employee directors earned a base retainer of $90,000, plus additional fees for committee roles. For example:
  • The Lead Independent Director earned $115,000.
  • The Audit Committee Chair earned $25,000 extra.
  • Directors also received an annual stock award valued at $110,000.

📊 2025 Financial Highlights

The filing provides a snapshot of the company's performance for the year ended Dec. 31, 2025.

• Operating Revenue: $801 million
• Adjusted Net Income (non-GAAP): $105 million
• Adjusted Diluted EPS: $2.99
• Capital Investments: $501 million (spent on improving and renewing infrastructure)
• Dividend Streak: The company has paid dividends for over 80 years and has increased its dividend per share for 58 consecutive years.

⚖️ Big Picture: Strengths & Risks

👍 Strengths:

• Essential Service: Provides a critical, regulated utility (water).
• Proven Financial Discipline: Long track record of dividend growth and consistent investment.
• Strategic Focus: Clear strategy on infrastructure investment, operational efficiency, and prudent growth through acquisitions (e.g., in Texas).
• Governance Focus: Board has undergone refreshment and has robust independence and oversight structures.

⚠️ Risks:

• Regulatory Risk: As a utility, its profits are heavily dependent on decisions from state public utility commissions regarding rates it can charge customers.
• Infrastructure & Climate Risk: The business faces challenges from aging infrastructure, PFAS contamination, and climate-driven events (like droughts or floods), requiring significant ongoing investment.
• Execution Risk: Successfully integrating acquisitions and managing large capital projects is complex.

🔍 The Details: Audit Fees

The company paid its auditor, Deloitte & Touche LLP, the following fees for 2025:

• Audit Fees: $2,302,400
• All Other Fees: $183,790 (related to services like comfort letters for public offerings)
• Total Fees: $2,486,190

🧠 The Analogy

Investing in H2O America is like being a part-owner of a vital, local infrastructure system. You're funding the pipes and treatment plants that communities can't do without, and in return, you get a slow, steady, and reliable flow of returns (dividends), much like the flow of water they deliver. The proxy statement is your annual report card and plan for maintenance and upgrades.

🧩 Final Takeaway

This proxy outlines a company in transition with new leadership, focused on its essential mission of water delivery. Shareholders are asked to approve a refreshed board, the new leadership's direction, and a proven, steady financial model built on regulated returns and consistent dividend growth. The core vote is about endorsing this stable, long-term utility strategy.