AMERICAN WATER WORKS INC (AWK)
Sector: Utilities
2026 Annual Meeting Analysis
AMERICAN WATER WORKS INC · Meeting: May 13, 2026
Directors FOR
4
Directors AGAINST
6
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Mr. Edwards has served since 2018, giving him full overlap with AWK's 3-year period of significant underperformance versus its compensation peer group (-45.8 percentage points gap, exceeding the 35pp policy threshold); the 5-year record is equally poor (-51.3pp gap), so the mitigant that would otherwise soften the vote does not apply.
Ms. Havanec has served since 2022, giving her meaningful overlap with AWK's 3-year underperformance period versus its peer group (-45.8pp gap exceeding the 35pp policy threshold); because she joined more than 24 months ago and her tenure covers the full recent underperformance window, the trigger applies.
Ms. Johnson has served since 2008 and has full overlap with AWK's sustained underperformance against its peer group; both the 3-year gap (-45.8pp) and 5-year gap (-51.3pp) exceed the applicable policy thresholds, so the 5-year mitigant that could soften the vote does not apply.
Ms. Kampling has served since 2019, fully overlapping AWK's underperformance period; both the 3-year and 5-year relative TSR gaps versus the peer group exceed the applicable policy thresholds, so no mitigant applies.
Mr. Kurz has served as a director since 2015 and Board Chair since 2018, bearing the longest tenure and greatest accountability for board oversight during AWK's sustained underperformance; both the 3-year and 5-year relative TSR gaps versus peers exceed the policy thresholds, so the mitigant does not apply.
Mr. Marberry has served since 2022, giving him meaningful overlap with AWK's 3-year underperformance window versus the peer group (-45.8pp gap exceeding the 35pp threshold); more than 24 months have elapsed since he joined, so the new director exemption does not apply.
For Analysis
Mr. Griffith joined the board in 2025 and is exempt from the TSR underperformance trigger under the policy's 24-month new director exemption.
Ms. Grow joined the board in 2025 and is exempt from the TSR underperformance trigger under the policy's 24-month new director exemption.
Mr. McGuigan joined the board in 2024 and is exempt from the TSR underperformance trigger under the policy's 24-month new director exemption.
Mr. Nathoo joined the board in 2025 and is exempt from the TSR underperformance trigger under the policy's 24-month new director exemption.
AWK's 3-year total shareholder return of +3.9% trails the median of its disclosed compensation peer group by 45.8 percentage points, exceeding the 35pp policy threshold applicable to low-positive absolute TSR. The 5-year record is equally weak (-51.3pp vs peer median), so no mitigant applies. Directors with tenure exceeding 24 months who fully overlap the underperformance period receive AGAINST votes (Edwards, Johnson, Kampling, Kurz, Marberry, Havanec); three directors who joined in 2024-2025 are exempt under the new-director rule (Griffith, Grow, McGuigan, Nathoo).
Say on Pay
✓ FORCEO
John C. Griffith
Total Comp
$7,055,667
Prior Support
87.8%%
The CEO's total reported compensation of $7,055,667 is consistent with market expectations for a large-cap ($26B) regulated utility CEO, and the prior year say-on-pay vote received strong support of approximately 87.8%, reflecting shareholder endorsement of the program. The pay mix is heavily weighted toward variable, performance-based compensation (approximately 70% of long-term equity is in performance stock awards tied to EPS growth, relative TSR, and ROE over a 3-year period), satisfying the policy's pay mix requirement. While AWK has underperformed its peer group on TSR, the variable pay for the new CEO reflects his partial-year tenure (appointed May 14, 2025) and the incentive structure includes meaningful relative TSR and EPS performance conditions, so the pay-for-performance alignment check does not trigger a No vote on this proposal.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
PricewaterhouseCoopers LLP is a Big 4 firm appropriate for a $26 billion market cap utility; the proxy filing text provided does not include the auditor fee table or tenure disclosure, so neither the non-audit fee ratio trigger nor the tenure trigger can be confirmed — per policy, absent confirmed data both default to FOR.
Overall Assessment
This is a standard annual meeting ballot with six proposals; the most significant concern is AWK's sustained stock underperformance versus its utility peer group (-45.8pp over three years and -51.3pp over five years), which triggers AGAINST votes for seven of ten director nominees under the TSR underperformance policy. The Say on Pay vote passes given strong prior-year support (87.8%), an appropriate pay mix, and meaningful performance conditions in the long-term equity program.
Compensation Peer Group
15 companies disclosed in 2026 proxy filing