Edgar Filing: SJW GROUP

Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(A)

OF THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. )

Filed by the Registrant x

Filed by a Party other than the Registrant o

Check the appropriate box:



o	Preliminary Proxy Statement	o	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x	Definitive Proxy Statement
o	Definitive Additional Materials
o	Soliciting Material Under § 240.14a-12

SJW Group

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than Registrant)

Payment of Filing Fee (Check the appropriate box):



x	No fee required.
o	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	1)	Title of each class of securities to which transaction applies:

	2)	Aggregate number of securities to which transaction applies:

	3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

	4)	Proposed maximum aggregate value of transaction:

	5)	Total fee paid:

o	Fee paid previously with preliminary materials.
o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	1)	Amount Previously Paid:

	2)	Form, Schedule or Registration Statement No.:

	3)	Filing Party:

	4)	Date Filed:

SJW Group

Notice of Annual Meeting of Stockholders

To Be Held On April 24, 2019

To Our Stockholders:

Notice is hereby given that the annual meeting of stockholders of SJW Group will be held on Wednesday, April 24, 2019 at 9:00 AM Pacific Time at the principal offices of SJW Group, 110 W. Taylor Street, San Jose, California 95110, for the following purposes, as more fully described in the proxy statement accompanying this Notice:


1.	To elect eight directors to serve on the Board of Directors of SJW Group;


2.	To approve, on an advisory basis, the compensation of the named executive officers as disclosed in this proxy statement;


3.	To approve an amendment to the Corporation’s Certificate of Incorporation to increase the number of authorized shares of common stock from 36,000,000 shares to 70,000,000 shares;


4.	To ratify the appointment of KPMG LLP as the independent registered public accounting firm of SJW Group for the fiscal year ending December 31, 2019; and


5.	To act upon such other business as may properly come before the annual meeting or any adjournment or postponement thereof.

The Board of Directors has set the close of business on Monday, March 4, 2019 as the record date for determining the stockholders entitled to notice of, and to vote at, the annual meeting and at any adjournment or postponement thereof.

You are cordially invited to attend the meeting in person. You may call our offices at (408) 918-7231 for directions to our principal offices in order to attend the meeting in person. Your vote is important. Whether or not you plan to attend the meeting, please vote as soon as possible. You may vote by telephone, via the Internet or by mailing a completed proxy card. For detailed information regarding voting instructions, please refer to the section entitled "Voting Procedure" on page 2 of the proxy statement. You may revoke a previously delivered proxy at any time prior to the meeting. If you attend the meeting and wish to change your proxy vote, you may do so automatically by voting in person.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON APRIL 24, 2019: A COPY OF THE PROXY STATEMENT, THE FORM OF PROXY, AND THE ANNUAL REPORT FOR THE YEAR ENDED ON DECEMBER 31, 2018 ARE AVAILABLE AT https://www.proxydocs.com/SJW.

BY ORDER OF THE BOARD OF DIRECTORS

Eric W. Thornburg

President, Chief Executive Officer and

Chairman of the Board

San Jose, California

March 18, 2019

TABLE OF CONTENTS



	Page
PURPOSE OF MEETING	1
VOTING RIGHTS AND SOLICITATION	1
Voting	1
Quorum and Votes Required	1
Voting Procedure	2
Proxy Solicitation Costs	3
PROPOSAL 1-ELECTION OF DIRECTORS	4
General	4
Business Experience of Nominees	5
Experience, Qualifications, Attributes and Skills of Board Members	7
Director Independence	9
Board Leadership Structure	10
Board's Role in Risk Oversight	10
Board Committees	11
Evaluation of Board and Committee Performance	13
Communications with the Board	13
Code of Ethical Business Conduct	14
Board Meetings	14
Compensation of Directors	14
Recommendation of the Board of Directors	18
PROPOSAL 2-ADVISORY VOTE ON EXECUTIVE COMPENSATION	19
General	19
Resolution	19
Recommendation of the Board of Directors	19
PROPOSAL 3-AMENDMENT OF CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK	20
Introduction	20
Reasons for the Proposed Amendment	20
Effects of Stockholder Approval of Increased Authorized Shares	21
Additional Anti-Takeover Considerations	21
Votes Required	22
Recommendation of the Board of Directors	22
PROPOSAL 4-RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED ACCOUNTING FIRM	23
General	23
Principal Independent Accountants' Fees and Services	23
Recommendation of the Board of Directors	24
OWNERSHIP OF SECURITIES	24
Section 16(a) Beneficial Ownership Reporting Compliance	24
Security Ownership of Certain Beneficial Owners and Management	24
EXECUTIVE COMPENSATION AND RELATED INFORMATION	28
Compensation Discussion and Analysis	28
Summary Compensation Table	42
Grants of Plan-Based Awards	45



Risk Assessment of Compensation Policies and Practices	48
Outstanding Equity Awards at Fiscal Year-End	50
Option Exercises and Stock Vested	52
Pension Benefits	53
Non-Qualified Deferred Compensation	57
Pay Ratio Disclosure	57
Employment Agreements, Offer Letters, Termination of Employment and Change in Control Arrangements	58
Securities Authorized for Issuance Under Equity Compensation Plans	63
Compensation Committee Interlocks and Insider Participation	63
COMMITTEE REPORTS	64
Annual Report of the Audit Committee	64
Annual Report of the Executive Compensation Committee	64
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	65
STOCKHOLDER PROPOSALS	65
FORM 10-K	66
OTHER MATTERS	66
APPENDIX A - CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF SJW GROUP	67

SJW Group

110 W. Taylor Street

San Jose, California 95110

Proxy Statement for the 2019 Annual Meeting of Stockholders

To Be Held on April 24, 2019

The enclosed proxy is solicited on behalf of the Board of Directors of SJW Group, a Delaware corporation ("SJW Group" or the "Corporation"), for use at SJW Group's annual meeting of stockholders to be held on Wednesday, April 24, 2019, at 9:00 AM Pacific Time and at any adjournment or postponement thereof. The annual meeting will be held at the principal offices of the Corporation, 110 W. Taylor Street in San Jose, California 95110.

These proxy solicitation materials are being mailed on or about March 22, 2019 to all stockholders entitled to notice of, and to vote at, the annual meeting of stockholders. SJW Group's 2018 Annual Report, which includes its Form 10-K for the year ended December 31, 2018, accompanies these proxy solicitation materials.

PURPOSE OF MEETING

The Board of Directors has called the annual meeting of stockholders for the following purposes:


1.	To elect eight directors to serve on the Board of Directors of SJW Group;


2.	To approve, on an advisory basis, the compensation of the named executive officers as disclosed in this proxy statement;


3.	To approve an amendment to the Corporation’s Certificate of Incorporation to increase the number of authorized shares of common stock from 36,000,000 shares to 70,000,000 shares;


4.	To ratify the appointment of KPMG LLP as the independent registered public accounting firm of SJW Group for the fiscal year ending December 31, 2019; and


5.	To act upon such other business as may properly come before the annual meeting or any adjournment or postponement thereof.

The Board of Directors asks for your proxy for each of the foregoing proposals, and in the case of Proposal 1, for each of the director nominees.

VOTING RIGHTS AND SOLICITATION

Voting

Only stockholders of record on March 4, 2019, the record date, will be entitled to notice of, and to vote at, the annual meeting. As of the close of business on March 4, 2019, there were 28,431,124 shares of common stock issued and outstanding. Each share of common stock is entitled to one vote on each matter presented at the meeting.

Quorum and Votes Required

A majority of the Corporation's voting power of all shares of stock issued and outstanding and entitled to vote must be present in person or represented by proxy at the annual meeting in order to constitute a quorum. Abstentions and broker non-votes (shares held of record by brokers for which the required voting instructions are not provided by the beneficial owners of those shares) are included in the number of shares present for purposes of determining whether a quorum is present for the transaction of business at the annual meeting. If a broker or other nominee holds shares in its name on behalf of a stockholder, the broker or nominee is not permitted to vote those shares on Proposal 1 and Proposal 2 in the absence of voting instructions from that stockholder. The broker or nominee is permitted to vote on Proposal 3 and Proposal 4 in the absence of voting instructions from the stockholders, therefore the Corporation does not expect any broker non-votes for Proposal 3 and Proposal 4.

For Proposal 1, each director nominee is elected by a majority of the votes cast with respect to the director, i.e., the number of votes “for” the director exceeds the number of votes “against” the director. Our Amended and Restated Bylaws (the “Bylaws”) provide that any incumbent director who does not receive the required majority votes at the annual meeting will promptly tender his or her resignation to the Board, and the Board, after considering the recommendation of the Nomination & Governance Committee regarding such resignation, shall determine

whether to accept or reject the resignation. For a more detailed description of the majority voting process, see "Proposal 1-Election of Directors-General." Abstentions and broker non-votes are not considered votes cast and will not be counted for Proposal 1.

Proposal 2 requires for approval the affirmative vote of a majority of stockholders present in person or represented by proxy at the meeting and entitled to vote. As a result, abstentions will have the same effect as voting against Proposal 2. For Proposal 2, broker non-votes will not be included in the calculation of votes because they are not considered as shares "entitled to vote" on the proposal. In addition, the stockholder vote on executive compensation in Proposal 2 is an advisory vote only, and it is not binding on the Corporation. Although the vote is non-binding, the Board of Directors and the Executive Compensation Committee will consider the outcome of the vote when making future compensation decisions affecting the Corporation’s executive officers.

Proposal 3 requires for approval the affirmative vote of a majority of the shares of our common stock outstanding and entitled to vote at the Annual Meeting. As a result, abstentions will have the same effect as voting against Proposal 3. As discussed above, we do not expect broker non-votes in Proposal 3.

Proposal 4 requires for approval the affirmative vote of a majority of stockholders present in person or represented by proxy at the meeting and entitled to vote. As a result, abstentions will have the same effect as voting against Proposal 4. As discussed above, we do not expect broker non-votes in Proposal 4.

Voting Procedure

Stockholders of record may vote via the Internet, by telephone, by mailing a completed proxy card prior to the annual meeting, by delivering a completed proxy card at the annual meeting, or by voting in person at the annual meeting. Instructions for voting via the Internet or by telephone are set forth on the enclosed proxy card. The Internet and telephone voting facilities will close at 11:59 PM Eastern Time on April 23, 2019. If the enclosed form of proxy is properly signed, dated and returned, the shares represented thereby will be voted at the annual meeting in accordance with the instructions specified thereon. If voting instructions are not specified on the proxy, the shares represented by that proxy (if that proxy is not revoked) will be voted at the annual meeting FOR the election of each of the director nominees listed in Proposal 1; FOR the advisory resolution to approve the compensation of the named executive officers as disclosed in this proxy statement in Proposal 2; FOR the amendment to the Corporation’s Certificate of Incorporation to increase the number of authorized shares of common stock as described in Proposal 3; and FOR the ratification of the appointment of KPMG LLP as the independent registered public accounting firm as described in Proposal 4, and as the proxy holder may determine in his or her discretion with respect to any other matter that properly comes before the annual meeting or any adjournment or postponement thereof.

YOUR VOTE IS IMPORTANT. PLEASE SIGN AND RETURN THE ACCOMPANYING PROXY CARD WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON.

You may revoke your proxy at any time before it is actually voted at the meeting by:


•	Delivering written notice of revocation to the Corporate Secretary at SJW Group, 110 W. Taylor Street, San Jose, California 95110;


•	Submitting a later dated proxy; or


•	Attending the meeting and voting in person.

Your attendance at the meeting will not, by itself, constitute a revocation of your proxy.

You may also be represented by another person present at the meeting by executing a form of proxy designating that person to act on your behalf. Shares may only be voted by or on behalf of the record holder of shares as indicated in the stock transfer records of the Corporation. If you are a beneficial owner of shares, but those shares are held of record by another person such as a stock brokerage firm or bank, then you must provide voting instructions to the appropriate record holder so that such person can vote those shares. In the absence of such voting instructions from you, the record holder may not be entitled to vote those shares.

Proxy Solicitation Costs

The Corporation will bear the entire cost of this solicitation of proxies, including the preparation, assembly, printing, and mailing of this proxy statement, the proxy, and any additional solicitation materials that the Corporation may provide to stockholders. Copies of solicitation materials will be provided to brokerage firms, fiduciaries and custodians holding shares in their names that are beneficially owned by others so that they may forward the solicitation material to such beneficial owners. The Corporation will reimburse the brokerage firms, fiduciaries and custodians holding shares in their names for reasonable expenses incurred by them in sending solicitation materials to its beneficial stockholders. The solicitation of proxies will be made by regular or first class mail and may also be made by telephone, telegraph, facsimile, electronic mail or personally by directors, officers and employees of the Corporation who will receive no extra compensation for such services. In addition, the Corporation has retained Georgeson LLC to act as a proxy solicitor in conjunction with the annual meeting. The Corporation has agreed to pay that firm $7,500, plus expenses, for proxy solicitation services.

PROPOSAL 1

ELECTION OF DIRECTORS

General

Eight directors, which constitutes and will constitute the entire Board of Directors (the "Board") following the annual meeting, are to be elected at the annual meeting to hold office until the next annual meeting or until a successor for such director is elected and qualified, or until the death, resignation or removal of such director. The Corporation's Bylaws provide a majority voting standard for the election of directors in uncontested elections. The election of directors at the annual meeting is uncontested, therefore under the Bylaws, each of the eight nominees set forth in this proxy statement will be elected by the majority of the votes cast with respect to such nominee. If an incumbent director does not receive the required majority vote, the director shall promptly tender his or her resignation to the Board. Within 90 days after the annual meeting, the Nominating & Governance Committee will make a recommendation to the Board of Directors as to whether to accept or reject the resignation. The Board will act by taking into account such committee’s recommendation. If the Board does not accept the resignation, the Board is required to publicly disclose its decision and the rationale behind the decision. For more detail about the majority voting standard, see our Bylaws which were filed with the Securities and Exchange Commission (the "SEC").

Unless individual stockholders specify otherwise, each returned proxy will be voted FOR the election of each of the eight nominees who are listed below, each of whom has been nominated by the existing Board of Directors upon the recommendation of the Nominating & Governance Committee. All nominees are current directors of SJW Group, San Jose Water Company, a wholly owned subsidiary ("San Jose Water Company" or "SJWC"), and SJW Land Company, another wholly owned subsidiary of SJW Group. SJW Group intends to appoint all persons elected as directors of SJW Group at the annual meeting to be the directors of San Jose Water Company and SJW Land Company for a concurrent term. It is anticipated that four of the individuals elected as directors of SJW Group at the annual meeting will also be appointed as directors of SJWTX, Inc., a wholly owned subsidiary of SJW Group, for a concurrent term.

In the unanticipated event that a nominee is unable or declines to serve as a director at the time of the annual meeting, proxies will be voted for any nominee named by the present Board of Directors to fill the vacancy. As of the date of this proxy statement, SJW Group is not aware of any nominee who is unable or will decline to serve as a director.

The following sets forth certain information concerning the nominees for directors of SJW Group:



Name	Age	Director Since	Position with the Corporation	Standing Committee Membership
Katharine Armstrong	66	2009	Director	Executive Compensation Committee Nominating & Governance Committee (Chair)
Walter J. Bishop	67	2012	Director	Executive Compensation Committee Nominating & Governance Committee Sustainability Committee (Chair)
Douglas R. King	76	2003	Director	Audit Committee (Chair) Nominating & Governance Committee Finance Committee
Gregory P. Landis	68	2016	Director	Audit Committee Executive Compensation Committee Finance Committee
Debra C. Man	65	2016	Director	Audit Committee Sustainability Committee
Daniel B. More	62	2015	Director	Audit Committee Executive Compensation Committee (Chair) Finance Committee (Chair) Sustainability Committee
Eric W. Thornburg	58	2017	President, Chief Executive Officer and Chairman of the Board
Robert A. Van Valer	69	2006	Director	Nominating & Governance Committee

Business Experience of Nominees

Katharine Armstrong, Chairman of the Advisory Board of Natural Resources Solutions (“NRS”) since 2017. Ms. Armstrong was the President of NRS from 2008 until 2017 and the President of Katharine Armstrong, Inc. from 2003 until 2014. Ms. Armstrong founded NRS in 2008, an Austin, Texas based company that works in partnership with universities, agencies of state and federal government, stakeholder groups and others to identify and implement positive solutions to environmental challenges created by regulatory mandates. Ms. Armstrong also served as a director of Uranium Energy Corp. from June 2012 until June 2014 and is a former Chairman of the Texas Parks and Wildlife Commission.

Walter J. Bishop, Principal in Walter Bishop Consulting, a firm dedicated to utility management, leadership development, and strategic and business planning since 2010. Mr. Bishop was the General Manager and acted as the Chief Executive Officer of the Contra Costa Water District (the "District") from September 1992 until 2010. The District serves 600,000 customers in Northern California’s Contra Costa County. From 1983 until 1992, he worked for the East Bay Municipal Utility District in Northern California, including serving as its General Manager. Mr. Bishop has served as a Board Member, Chairman and Officer of numerous water industry organizations dedicated to water supply and utility management. Mr. Bishop is a registered civil engineer in the State of California, and holds a Bachelor of Science in Civil Engineering from Duke University and a Master’s Degree in Public Administration from Pepperdine University.

Douglas R. King, Retired as an audit partner of Ernst & Young LLP in 2002. During his career, Mr. King was the audit partner for large, complex public companies, and he managed Ernst & Young LLP’s San Francisco office, and had regional management responsibilities. He also currenly serves as a director of Adaptive Spectrum & Signal Alignment, Inc. since 2005. He served as a director of Marvell Technology Group, Ltd. from April 2004 until October 2007, Fuel Systems Solutions, Inc. from April 2006 until July 2010, Silicon Graphics International Corp. from February 2008 until November 2016, and Westport Innovations, Inc. from January 2012 until November 2015. Mr. King is a Certified Public Accountant and holds a Master’s Degree in Business Administration from the University of Arkansas.

Gregory P. Landis, Counsel to Yarmuth, LLP since April 2016. Mr. Landis served as General Counsel and Senior Vice President of TerraPower, LLC from January 2013 until January 2015 and Senior Advisor from January 2015 until December 2018. Mr. Landis also served as a director of Unwired Planet, Inc. from 2013 to 2015. He was General Counsel and then Senior Legal Advisor of Intellectual Ventures from November 2007 until December 2012. Previously, Mr. Landis served as the General Counsel and Executive Vice President of Vulcan, Inc. from 2005 to 2007, and from 1995 to 2005 was the General Counsel of AT&T Wireless Services, Inc., where he also served as Executive Vice President and Corporate Secretary. From 1985 until 1995, Mr. Landis was a partner at the law firm McCutchen, Doyle, Brown & Enersen. Mr. Landis holds a Juris Doctor, cum laude, from Harvard Law School, and a Bachelor of Arts in Psychology, magna cum laude, from Yale University.

Debra C. Man, Retired as the Assistant General Manager and Chief Operating Officer at The Metropolitan Water District of Southern California (“Metropolitan”) in June 2017. She held such positions since December 2003. Metropolitan is a wholesale water utility that provides water to a six-county service area in which over 19 million people reside. She was responsible for managing the operational business functions of Metropolitan, including operations, engineering, water resource management, budget and regulatory compliance. Ms. Man had been with Metropolitan since 1986. Ms. Man is a registered engineer in California and Hawaii and holds a Bachelor of Science in Civil Engineering from University of Hawaii and a Master’s Degree in Civil Engineering from Stanford University.

Daniel B. More, Retired as a Managing Director and Global Head of Utility Mergers & Acquisitions of the Investment Banking Division of Morgan Stanley in 2014. He held such position since 1996. Mr. More has been an investment banker since 1978 and has specialized in the utility sector since 1986. Mr. More currently serves as a Senior Advisor to Guggenheim Securities since November 2015 and as a director of Clearway Energy, Inc. since February 2019. He served as a director of Saeta Yield from February 2015 until July 2018 and served as a director of the New York Independent System Operator from April 2014 until February 2016. Mr. More holds a Bachelor of Arts in Economics from Colby College and a Master of Business Administration in Finance from the Wharton School at the University of Pennsylvania.

Eric W. Thornburg, President and Chief Executive Officer of SJW Group and SJW Land Company and Chief Executive Officer of San Jose Water Company and SJWTX, Inc. since November 6, 2017, and Chairman of the Board of SJW Group, San Jose Water Company, SJW Land Company and SJWTX, Inc. since April 25, 2018. Prior to joining the Corporation, Mr. Thornburg served as President and Chief Executive Officer of Connecticut Water Service, Inc. (“CTWS”) since 2006, and Chairman of the Board of CTWS since 2007. Mr. Thornburg served as President of Missouri-American Water, a subsidiary of American Water Works Corporation from 2000 to 2004. From July 2004 to January 2006, he served as Central Region Vice President-External Affairs for American Water Works Corporation. Mr. Thornburg holds a Bachelor of Arts in Biology and Society from Cornell University and a Master’s Degree in Business Administration from Indiana Wesleyan University.

Robert A. Van Valer, President of Roscoe Moss Manufacturing Company, manufacturer of water well casing and screen and water transmission pipe, since 1990. Mr. Van Valer served as Vice President from 1984 until 1990 and previously managed domestic and international water well construction projects since joining Roscoe Moss Manufacturing Company in 1977. Mr. Van Valer has served as a Director Emeritus of the American Ground Water Trust since 2005 and as a Director Emeritus of the Groundwater Resources Association of California since 2017. Mr. Van Valer holds a Bachelor of Science in Finance from the University of Arizona and a Master of International Management from the Thunderbird School of Global Management.

No nominee or current director has any family relationship with any other current director, nominee or with any executive officer. Other than Mr. Thornburg, whose employment relationships with SJW Group and its subsidiaries are described above, no nominee is or has been employed by SJW Group or its subsidiaries during the past five years.

Experience, Qualifications, Attributes and Skills of Board Members

The biographies included above and the following table describe the particular experience, qualifications, attributes and skills that led the Board of Directors to conclude that each continuing director and nominee should serve as a director of SJW Group at this time, in light of its business and structure (in addition to any past experience on the Board of Directors of SJW Group and its subsidiaries):



Name	Particular Experience, Qualifications, Attributes and Skills
Katharine Armstrong	The principal experience, qualifications and skills that Ms. Armstrong brings to the Board of Directors contribute to the Board's oversight of the Corporation's operations in a heavily-regulated industry, its management of its water supply, its administration of executive officer compensation programs through the Executive Compensation Committee, and its commitment to community involvement. In addition to the items listed in the biographical data above, such experience, qualifications and skills may be summarized as follows:

	-	Chairman of the Armstrong Center for Energy and the Environment since 2009, a Texas public policy foundation

	-	Chairman of the Advisory Board and Past President of Natural Resources Solutions, an environmental consulting company based in Austin, Texas

	-	Former Chairman of the Texas Parks and Wildlife Commission

	-	Extensive experience in a wide variety of natural resource regulatory policy, including water

	-	Participated in the formulation of a Land and Water Resources Conservation Plan, a strategic plan mandated by the Texas Legislature

	-	Past President and current Board member of Texan by Nature, a state-wide conservation initiative founded by Laura Bush, former First Lady of the United States

	-	Active in the State of Texas where the Corporation conducts business operations through its wholly owned subsidiary, SJWTX, Inc.

Walter J. Bishop	The principal experience, qualifications and skills that Mr. Bishop brings to the Board of Directors contribute to the Board's oversight of the Corporation's operations in a heavily-regulated industry, its management of its water supply, and its commitment to community involvement. In addition to the items listed in the biographical data above, such experience, qualifications and skills may be summarized as follows:

	-	Extensive experience leading and managing major water utilities in the United States with over one million customers

	-	Nationally recognized leader and engineer in the water and wastewater industry for over 40 years and received awards from numerous organizations for his commitment to water issues and policy

	-	Former member of the American Water Works Association's ("AWWA") Board of Directors and Executive Committee and served on the Water Utility Council, International Council and Strategic Planning Committee

	-	Past Chair of the Water Research Foundation and member of the Board of Trustees for 12 years

	-	Two-term member of the National Drinking Water Advisory Council which is chartered by Congress to advise the U.S. Environmental Protection Agency on national drinking water policy



Name	Particular Experience, Qualifications, Attributes and Skills
Douglas R. King	The principal experience, qualifications and skills that Mr. King brings to the Board of Directors contribute to the Board's oversight of the Corporation's financial reporting requirements and corporate governance. In addition to the items listed in the biographical data above, such experience, qualifications and skills may be summarized as follows:
	-	Accounting, finance and audit experience, including his experience at Ernst & Young LLP from 1970 until 2002

	-	Serves as the Corporation's "audit committee financial expert" as defined in SEC rules

	-	Experience serving on the Boards and Audit Committees of various publicly-traded companies

	-	Experience in managing 400 employees at Ernst & Young LLP from 1998 until 2002

Gregory P. Landis	The principal experience, qualifications and skills that Mr. Landis brings to the Board of Directors contribute to the Board's oversight of the Corporation's reporting and compliance requirements, corporate governance, and consideration of potential acquisitions and dispositions by the Corporation. In addition to the items listed in the biographical data above, such experience, qualifications and skills may be summarized as follows:

	-	Legal, corporate governance, and mergers and acquisitions experience, including nearly 20 years' experience as chief legal officer for public and private corporations and over 18 years in commercial litigation

	-	Utility regulatory experience before the California Public Utilities Commission and the Federal Energy Regulatory Commission

	-	Leadership of government relations functions at public and private companies

	-	Experience serving on the Board of Directors, chairing the Nomination and Governance Committee and serving on special committees of another publicly traded corporation

	-	Service on various non-profit Boards, including as Board Chair, Finance Committee Chair, and Strategic Planning Co-Chair

	-	Service on various executive committees, including Compensation and Benefits, Business Ethics, and Recruiting

Debra C. Man	The principal experience, qualifications and skills that Ms. Man brings to the Board of Directors contribute to the Board's oversight of the Corporation's operations in a heavily-regulated industry and its management of its water supply. In addition to the items listed in the biographical data above, such experience, qualifications and skills may be summarized as follows:

	-	Experience in managing utility operations and capital investments, including managing an annual budget of over $1.4 billion

	-	Experience as an executive officer responsible for compliance with federal and state drinking water quality regulations and workforce safety laws

	-	Experience negotiating labor contracts

	-	Experience maintaining over 100,000 acres of properties for operational use by a utility



Name	Particular Experience, Qualifications, Attributes and Skills
Daniel B. More	The principal experience, qualifications and skills that Mr. More brings to the Board of Directors contribute to the Board's oversight of the Corporation's financial reporting requirements and consideration of potential acquisitions and dispositions by the Corporation. In addition to the items listed in the biographical data above, such experience, qualifications and skills may be summarized as follows:

	-	Over 30 years of experience in investment banking, including capital raising, privatizations, and mergers and acquisitions with specialization in the utility sector since 1986

	-	Experience and knowledge in business strategy, strategic initiatives, corporate governance, and executive recruiting

	-	Experience and knowledge of utility regulation, cost of capital proceedings and the rate making process

Eric W. Thornburg	The principal experience, qualifications and skills that Mr. Thornburg brings to the Board of Directors contribute to the Board's oversight of the Corporation's operations in a heavily-regulated industry, its management of its water supply, and the Corporation's execution of its overall strategy. In addition to the items listed in the biographical data above, such experience, qualifications and skills may be summarized as follows:

	-	Over 30 years of leadership experience in the investor owned water utility profession across ten states and currently serving as the President and Chief Executive Officer of the Corporation with intimate knowledge and experience with our day-to-day operations

	-	Served as President and Chief Executive Officer of another publicly traded water utility for over eleven years, including ten years as Board Chair

	-	Served as President of the National Association of Water Companies ("NAWC") in 2011 and as a Director for over a decade

	-	Currently serving as a Trustee of the Water Research Foundation

Robert A. Van Valer	The principal experience, qualifications and skills that Mr. Van Valer brings to the Board of Directors relate primarily to his substantial experience in the water industry that allows him to contribute to the Board's oversight of the Corporation's operations, through its wholly owned subsidiaries San Jose Water Company and SJWTX, Inc. In addition to the items listed in the biographical data above, such experience, qualifications and skills may be summarized as follows:

	-	Over 40 years of water industry experience, including water well construction, domestic and foreign, and manufacturing operations and management for water well casing and screen and water transmission pipe

	-	President since 1990 of Roscoe Moss Manufacturing Company, supplier to municipal, state and federal water projects and investor owned utilities in the western United States

	-	Participation in several industry non-profit and educational organizations and groundwater associations

Director Independence

The Board of Directors has affirmatively determined that each of its directors who served during the 2018 fiscal year, current directors and nominees, other than Eric W. Thornburg, the Corporation's President, Chief Executive Officer and Chairman of the Board and W. Richard Roth, who served as a director of the Corporation until the 2018 annual stockholder meeting, is independent within the meaning of the New York Stock Exchange director independence standards, as currently in effect.

In connection with the determination of independence for Robert A. Van Valer and George E. Moss (who served as a director of the Corporation until the 2018 annual stockholder meeting), the Board of Directors considered the Corporation's relationship with Roscoe Moss Manufacturing Company ("RMMC"), a supplier of the Corporation and its subsidiaries. Mr. Moss is Chairman of the Board and a significant stockholder of RMMC and Mr. Van Valer is the President and a stockholder of RMMC. RMMC sold Rossum Sand Tester equipment to San Jose Water Company, the Corporation's wholly owned subsidiary, for an aggregate price of approximately $1,325 in 2016, $8,191 in 2017, and $0 in 2018. In addition, RMMC sold conductor casing, well casing and screen for water wells with an aggregate price of approximately $1,326,329 in 2016, approximately $554,093 in 2017, and $0 in 2018 to contractors for use in San Jose Water Company's well replacement construction projects. The Board of Directors concluded that the Corporation's relationship with RMMC is not a material relationship and therefore would not impair the independence of Mr. Van Valer and Mr. Moss in light of the fact that the aggregate sales of RMMC to the Corporation and contractors for use in San Jose Water Company construction projects were less than two percent of RMMC's gross revenues in 2016, 2017, and 2018 and Mr. Van Valer expects that direct and indirect purchases of products from RMMC will be less than two percent of its revenue in future years.

The Board of Directors has determined that the members of the Audit Committee and the members of the Executive Compensation Committee also meet the additional independence criteria promulgated by the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the New York Stock Exchange for audit committee membership and executive compensation committee membership, respectively.

Board Leadership Structure

Board structures vary greatly among U.S. public corporations, and the Board does not believe that any one leadership structure is more effective at creating long-term stockholder value. The Board believes that an effective leadership structure could be achieved either by combining or separating the Chair and Chief Executive Officer positions, so long as the structure encourages the free and open dialogue of competing views and provides for strong checks and balances.

The position of Chairman is currently held by Eric W. Thornburg, President and Chief Executive Officer of SJW Group. The Board also appointed Robert A. Van Valer, an independent director, as the Lead Independent Director of the Board. The Board of Directors believes that combining the Chair and Chief Executive Officer positions and having a lead independent director is the appropriate leadership structure for the Corporation at this time. Combining the Chair and Chief Executive Officer roles fosters clear accountability, effective decision-making, and alignment on corporate strategy and value creation. The Board believes that the Chief Executive Officer is in an optimal position to identify and to lead Board discussions on important matters related to business operations. The Board believes this leadership structure is particularly appropriate for the Corporation at this time given Mr. Thornburg's many years of experience in managing companies in the regulated water utility industry and his familiarity with the challenges and intricacies of the regulatory environment.

As the Lead Independent Director, Mr. Van Valer assumes the following duties and responsibilities: (i) advise and consult with the Chair regarding the information provided to directors in connection with Board meetings; (ii) ensure that independent directors have adequate opportunities to meet and discuss issues in executive sessions or at separate meetings without management being present and preside at such executive sessions and meetings; (iii) serve as principal liaison between the independent directors and the Chair; (iv) chair the meetings of the Board when the Chair is not present; and (v) respond directly to stockholders and other stakeholder questions and comments that are directed to the lead independent director or to the independent directors as a group.

The Board believes that this leadership structure provides strong, unified leadership of the Corporation while maintaining effective and independent oversight of management. Nevertheless, the Board will continue to consider from time to time whether this leadership structure should be maintained or modified.

Board's Role in Risk Oversight

The Corporation has implemented an internal risk assessment process that focuses on the principal risks that have been identified for the Corporation, including risks associated with the Corporation's regulatory environment, business operations and continuity, compliance requirements, its information technology and data storage and retrieval facilities, insurance coverage, liquidity, credit and other financial risks, internal controls over financial reporting, risks related to potential fraudulent activities and any material risks posed by the Corporation's

compensation policies. Potential risks are reviewed and discussed by the Board of Directors on a regular basis. The Audit Committee, pursuant to its charter, meets periodically with employees to discuss identified risks and the measures taken to control, manage and mitigate those risks. On the basis of these meetings and discussions, the Chairman of the Audit Committee reports periodically to the full Board. In addition, the Executive Compensation Committee oversees risk management as it relates to the compensation plans, policies and practices for all employees, including executive officers, particularly whether the compensation programs may create incentives for employees to take excessive or inappropriate risks which could have a material adverse effect on the Corporation. The Nominating & Governance Committee monitors the effectiveness of the corporate governance guidelines and policies and manages risks associated with the independence of the Board of Directors and qualification of directors and nominees for directors.

Board Committees

The Board of Directors has a standing Audit Committee, Executive Compensation Committee, Nominating & Governance Committee, Finance Committee and Sustainability Committee. The Board of Directors dissolved the Real Estate Committee in April 2017. The Board has the authority to form additional committees, and has done so from time to time, to address matters specifically identified by the Board.

Audit Committee

The Audit Committee was established in accordance with Section 3(a)(58)(A) of the Exchange Act. The Audit Committee assists the Board of Directors in its oversight of the integrity of the financial reports and other financial information provided by the Corporation to any governmental body or the public, the Corporation's compliance with legal and regulatory requirements, the Corporation's systems of internal controls, the qualifications and independence of the independent accountants, and the quality of the Corporation's accounting and financial reporting processes generally. The Audit Committee reviews significant accounting policies and the financial results with management and the independent accountants. Ms. Man and Messrs. King, Landis, and More are the current Audit Committee members, and Mr. King serves as the Chair of the Audit Committee. These members are independent as such term is defined pursuant to the Exchange Act and the corporate governance listing standards of the New York Stock Exchange with respect to audit committee members. The Board of Directors has determined that Mr. King is an "audit committee financial expert" as defined in SEC rules and all committee members are financially literate. The Audit Committee held eight meetings during fiscal year 2018. The Audit Committee has a written charter which may be found at the Corporation's website at www.sjwgroup.com.

Executive Compensation Committee

The Executive Compensation Committee assists the Board of Directors in its responsibilities with respect to the compensation of the Corporation's executive officers and other key employees, and administers all employee benefit plans, including the Corporation's Long-Term Incentive Plan, and other incentive plans that may be adopted by the Corporation. The Executive Compensation Committee is authorized to approve the compensation payable to the Corporation's executive officers and other key employees, approve all perquisites, equity incentive awards and special cash payments made or paid to executive officers and other key employees, and to approve severance packages with cash and/or equity components for the executive officers and other key employees. Additionally, the Executive Compensation Committee reviews and recommends to the Board of Directors appropriate director compensation programs.

The Executive Compensation Committee retained Mercer (US), Inc. to serve as the committee's independent compensation consultant and provide advice on executive officer and director compensation for the 2018 fiscal year. The role of such consultant, the nature and scope of the consultant’s assignments and the material elements of the instructions or directions given to the consultant with respect to the performance of its duties are more fully set forth below in the section entitled "Compensation Discussion and Analysis."

Ms. Armstrong and Messrs. Bishop, Landis, and More are the current members of the Executive Compensation Committee, and Mr. More serves as the Chair of the Executive Compensation Committee. Each of these members is independent as such term is defined pursuant to the Exchange Act and the corporate governance listing standards of the New York Stock Exchange with respect to compensation committee members. The Executive Compensation Committee held seven meetings during fiscal year 2018. The Executive Compensation Committee has a written charter which may be found at the Corporation's website at www.sjwgroup.com.

Nominating & Governance Committee

The Nominating & Governance Committee is charged by the Board of Directors with reviewing and proposing changes to the Corporation's corporate governance policies, developing criteria for evaluating performance of the Board of Directors, determining the requirements and qualifications for members of the Board of Directors and proposing to the Board of Directors nominees for the position of director of the Corporation. Ms. Armstrong and Messrs. Bishop, King, and Van Valer are the current Nominating & Governance Committee members, and Ms. Armstrong serves as the Chair of the Nominating & Governance Committee. The Board of Directors has determined that all of the members of the Nominating & Governance Committee are independent as defined under the independence standards for nominating committee members in the listing standards for the New York Stock Exchange. The Nominating & Governance Committee held five meetings during fiscal year 2018. The Nominating & Governance Committee has a written charter which may be found at the Corporation's website at www.sjwgroup.com. Upon recommendation of the Nominating & Governance Committee, the Board approved Corporate Governance Policies that set forth additional principles and procedures regarding the functions, responsibilities and other governance matters of Board and its committees and members. Such Corporate Governance Policies may be found at the Corporation's website at www.sjwgroup.com.

The Board of Directors has approved the "Policies and Procedures of the Nominating & Governance Committee for Nomination for Directors" (as amended the "Policies and Procedures"). The Policies and Procedures specify director selection criteria for the Nominating & Governance Committee to consider and the procedures for identifying and evaluating director candidates for the Nominating & Governance Committee to follow when executing its duty to recommend director nominees at the annual meeting of stockholders. The Policies and Procedures also specify steps a stockholder must take in order to properly recommend director candidates which the Nominating & Governance Committee will consider. All candidates for director must generally meet the criteria set forth in the Policies and Procedures, a copy of which may be found at the Corporation's website at www.sjwgroup.com.

The criteria address the specific qualifications that the Nominating & Governance Committee believes must be met by each nominee prior to recommendation by the committee for a position on the Corporation's Board of Directors. In particular, the criteria address the specific qualities or skills that the Nominating & Governance Committee believes are necessary for one or more of the Corporation's directors to possess in order to fill Board, committee chair and other positions, and to provide the best combination of experience and knowledge on the Board and its committees. These criteria include: highest professional and personal ethical standards; absence of any interests that would materially impair his or her ability to exercise judgment or otherwise discharge the fiduciary duties; ability to contribute insight and direction to achieve the Corporation's goals; skills and expertise relative to the entire make-up of the Board; experience in effective oversight and decision-making, including experience on other boards; ability and willingness to serve a full term with consistent attendance; first-hand business experience and achievement in the industry; and independence as determined under the New York Stock Exchange and SEC rules and regulations. The Nominating & Governance Committee and the Board of Directors do take diversity into account when considering potential nominees for directors, such as differences of viewpoint, varied professional or governmental experience, education and advanced degrees, skill set and other individual qualities and attributes that are likely to contribute to board heterogeneity. However, SJW Group does not have a formal or other established policy in which one or more diversity factors have been specifically identified for application as a matter of ordinary course in the director nominee process.

The steps a stockholder must take in order to properly recommend director candidates which the Committee will consider include submission via mail to the attention of the Nominating & Governance Committee at the address of the Corporate Secretary, SJW Group, 110 W. Taylor Street, San Jose, California 95110, of a completed "Stockholder Recommendation of Candidate for Director" form which can be found at the Corporation's website at www.sjwgroup.com or may be obtained by mailing a request for a copy of the form to the Corporate Secretary of the Corporation at the above address. A completed form must be submitted not earlier than 210 days prior and not later than 120 days prior to the one-year anniversary of the date the proxy statement for the preceding annual meeting was mailed to stockholders. In addition to or in lieu of making a director candidate recommendation via the completed recommendation form, stockholders may nominate directly a person for election as a director at the annual meeting by complying with the procedures set out in the Corporation's Bylaws and other applicable federal and state laws governing the election of directors and distribution of proxy statements. Under the Bylaws, a nominating

stockholder must provide the Corporation with advance written notice of a proposed nomination no later than 90 days and no earlier than 120 days prior to the one-year anniversary of the preceding year's annual meeting. Such advance notice must include certain information and materials relating to the stockholder and the proposed nominee as prescribed under the Bylaws, including without limitation the name and qualification of the proposed nominee and other information typically required in a proxy statement filed under SEC proxy rules. For more information on the procedure and advance notice requirements for nominating a director, see the Corporation's Bylaws, a copy of which was filed with the SEC.

Finance Committee

The Finance Committee is charged with assisting the Board of Directors in overseeing the Corporation’s strategy and financing. The Finance Committee reviews and makes recommendations to the Board of Directors regarding the Corporation’s long-term growth strategy, public and private financing, any equity repurchase programs, dividend payments and other distributions of equity. The Finance Committee also reviews significant rating agency communications, the Corporation's debt rating and business opportunities. The Finance Committee became a standing committee on October 24, 2018. Prior to this date, the Finance Committee was a special committee of the Board. Messrs. Bishop, King, Landis and More are the current Finance Committee members, and Mr. More serves as the Chair of the Finance Committee. The Finance Committee held 13 meetings during fiscal year 2018. The Finance Committee has a written charter which may be found at the Corporation's website at www.sjwgroup.com.

Sustainability Committee

The Sustainability Committee is charged with providing guidance to the Board of Directors regarding plans, programs, and activities related to the health and safety of employees, customers, business partners, and the public related to the Corporation’s operating subsidiaries. The Sustainability Committee also provides guidance to the Board of Directors on plans, programs, and activities related to environmental stewardship and sustainability, water supply and conservation, water quality, climate change, operational efficiency and the Corporation’s established water supply policies and any water supply projects. The Sustainability Committee became a standing committee on October 24, 2018. Prior to this date, the Sustainability Committee was a special committee named the Water Supply Committee. Ms. Man and Messrs. Bishop and More are the current Sustainability Committee members, and Mr. Bishop serves as the Chair of the Sustainability Committee. The Sustainability Committee did not meet during fiscal year 2018. The Sustainability Committee has a written charter which may be found at the Corporation's website at www.sjwgroup.com.

Evaluation of Board and Committee Performance

Annually, the Board and each of our Audit, Executive Compensation and Nominating & Governance Committees conduct a self-evaluation pursuant to our Corporate Governance Policies or applicable committee charters. In addition, the Nominating & Governance Committee is responsible to report annually to the Board an assessment of the Board’s performance based on such evaluation, which includes a review of the Board’s overall effectiveness and the areas in which the Board or management believes the Board can make an impact on the Corporation.

Communications with the Board

Communications to the Board of Directors may be submitted by email to boardofdirectors@sjwater.com or by writing to SJW Group, Attention: Corporate Secretary, 110 W. Taylor Street, San Jose, California 95110. The Board of Directors relies upon the Corporate Secretary to forward written questions or comments to named directors or committees or the Lead Independent Director, as appropriate. General comments or inquiries from stockholders are forwarded to the appropriate individual within the Corporation, including the President, as appropriate.

Interested parties may make their concerns known to non-management directors or independent directors on a confidential and anonymous basis by calling the Corporation's toll free hotline, 1-888-883-1499.

Code of Ethical Business Conduct

The Corporation has adopted a Code of Ethical Business Conduct (the "Code") that applies to the directors, officers and employees of the Corporation. A copy of the Code may be found at the Corporation's website at www.sjwgroup.com. In the event that we make any amendments to or grant any waivers of, a provision of the Code of Ethics that applies to the principal executive officer, principal financial officer, or principal accounting officer that requires disclosure under applicable SEC rules, we intend to disclose such amendment or waiver and the reasons therefore, on our website at www.sjwgroup.com.

Board Meetings

During fiscal year 2018, there were four regular meetings and 19 special meetings (including one strategic planning meeting) of the Board of Directors of SJW Group. Each director attended or participated in 75 percent or more of the aggregate of: (i) the total number of regular and special meetings of the Board of Directors of SJW Group; and (ii) the total number of meetings held by all committees of the Board on which such director served during the 2018 fiscal year. As the Lead Independent Director, Robert A. Van Valer presides at all executive sessions of non-management directors or independent directors.

Pursuant to the Corporation's Corporate Governance Policies, each member of the Board of Directors is strongly encouraged to attend the annual meetings of stockholders. All members of the Board who were nominated for election at the 2018 annual meeting attended such meeting.

Compensation of Directors

The following table sets forth certain information regarding the compensation of each non-employee member of the Board of Directors of SJW Group for the 2018 fiscal year:



Name	Fees Earned or Paid in Cash ($)(1)		Stock Awards ($)(2)		Total ($)
Katharine Armstrong	$	99,500	$	58,869	$	158,369
Walter J. Bishop	$	106,500	$	58,869	$	165,369
Douglas R. King	$	120,000	$	58,869	$	178,869
Gregory P. Landis	$	101,500	$	58,869	$	160,369
Debra C. Man	$	87,000	$	58,869	$	145,869
Daniel B. More	$	127,000	$	58,869	$	185,869
George E. Moss (3)	$	29,333	$	—	$	29,333
W. Richard Roth (3)	$	26,333	$	—	$	26,333
Robert A. Van Valer	$	93,500	$	58,869	$	152,369

_______________

(1)

Consists of the annual retainer and meeting fees for service as a member of the Board of Directors of the Corporation, San Jose Water Company, SJW Land Company, and SJWTX, Inc., including amounts deferred under the Corporation’s Deferral Election Program for Non-Employee Board members. The respective dollar amounts of these fees are set forth in the table below. For further information concerning such fees, see the sections below entitled "Director Annual Retainer" and "Director Meeting Fees."



Name	2018 Retainer		2018 Meeting Fees		Total Annual Service Fees
Katharine Armstrong	$	55,000	$	44,500	$	99,500
Walter J. Bishop	$	55,000	$	51,500	$	106,500
Douglas R. King	$	50,000	$	70,000	$	120,000
Gregory P. Landis	$	50,000	$	51,500	$	101,500
Debra C. Man	$	50,000	$	37,000	$	87,000
Daniel B. More	$	50,000	$	77,000	$	127,000
George E. Moss	$	18,333	$	11,000	$	29,333
W. Richard Roth	$	18,333	$	8,000	$	26,333
Robert A. Van Valer	$	60,000	$	33,500	$	93,500

(2)

Represents the grant-date fair value of the restricted stock unit award for 1,055 shares made to the non-employee director on April 25, 2018. The applicable grant-date fair value of each award was calculated in accordance with FASB ASC Topic 718 and accordingly determined on the basis of the closing selling price per share of SJW Group’s common stock on the award date as appropriately discounted to reflect the lack of dividend equivalent rights. The reported grant-date value does not take into account any estimated forfeitures related to service-vesting conditions. In addition to the restricted stock units, as of December 31, 2018, Messrs. King and Van Valer held deferred stock awards covering 9,294 and 2,705 shares of SJW Group's common stock, respectively, attributable to the director's prior participation in certain deferred compensation programs implemented under the Corporation's Long-Term Incentive Plan. The awards no longer accrue dividend equivalent rights. Their last dividend equivalent right conversion into deferred stock occurred on January 2, 2018 (for the 2017 fiscal year). For further information concerning those programs, see the sections below entitled "Deferral Election Program for Non-Employee Board Members" and "Deferred Restricted Stock Program."


(3)	Messrs. Moss and Roth served on the Board of Directors of the Corporation until April 25, 2018.

Director Annual Retainer

The following table sets forth the 2018 annual retainer fees for the non-employee Board members of SJW Group, San Jose Water Company, SJW Land Company, and SJWTX, Inc.



	Annual Retainer
SJW Group
Chair	$	30,000
Other Board Members	$	5,000
Additional Fee for Lead Independent Director	$	5,000
San Jose Water Company
Chair	$	60,000
Other Board Members	$	40,000
SJW Land Company
Chair	$	10,000
Other Board Members	$	5,000
SJWTX, Inc.
Chair	$	5,000
Other Board Members	$	5,000

Director Meeting Fees

The following table sets forth the 2018 per meeting Board and Committee fees for the non-employee Board members of SJW Group, San Jose Water Company, SJW Land Company, and SJWTX, Inc.



	Per Meeting Fee
SJW Group
Chair and Other Board Members	$	1,000
SJW Group Committees
Audit Committee Chair (for attending audit committee meetings)	$	3,000
Other Committee Chair (for attending their respective committee meetings)	$	2,000
Other Board Members	$	1,000
San Jose Water Company
Chair and Other Board Members	$	1,000
SJW Land Company
Chair and Other Board Members	$	500
SJWTX, Inc.
Chair	$	2,500
Other Board Members	$	500

The meeting fees are the same for attending Board and Committee meetings held telephonically.

In the event a non-employee director attends an in-person Board or Committee meeting by telephone, he or she will be entitled to receive the applicable per meeting fee for the first meeting attended by telephone in a calendar year, and half of such meeting fee for each subsequent meeting attended by telephone in the same calendar year.

Non-employee directors may also receive fees determined on a case-by-case basis by SJW Group's Executive Compensation Committee and ratified by the Board of Directors for attending additional meetings other than Board or Committee meetings, such as Board retreats, strategic planning meetings, or other programs organized by SJW Group, San Jose Water Company, SJW Land Company, or SJWTX, Inc. During fiscal year 2018, each non-employee director was paid $2,500 for attending a strategic planning meeting, except for Mr. Landis who did not attend the meeting.

Deferral Election Program for Non-Employee Board Members

Pursuant to the Deferral Election Program, each non-employee member of the Corporation's Board of Directors has the opportunity to defer: (i) either 50 percent or 100 percent of his or her annual retainer fees for serving on the Corporation's Board and the Board of one or more subsidiaries; and (ii) 100 percent of his or her fees for attending pre-scheduled meetings of such Boards or any committees of such Boards on which he or she serves. The deferral election is irrevocable and must be made prior to the start of the year for which the fees are to be earned.

The fees which a non-employee Board member elects to defer under such program for the fiscal year are credited to a deferral election account pursuant to one of the following alternatives selected by the Executive Compensation Committee: (i) in a lump sum on the first business day of that calendar year or as soon as administratively practicable thereafter; or (ii) periodically when the fees would otherwise become due and payable during such calendar year in the absence of his or her deferral election for that calendar year in which case the amounts credited shall be fully vested on crediting. In the event of such lump sum credit, the non-employee Board members will vest in the portion of their account attributable to each Board or Board committee on which they serve during a calendar year in a series of 12 equal monthly installments upon their completion of each calendar month of service on that Board or Board committee during such calendar year. For the deferral election accounts established for the 2018 calendar year, the periodic credit alternative was utilized.

The deferral election account will be credited with a fixed rate of interest, compounded semi-annually, set at the start of each calendar year at the lower of (i) the then current 30-year long-term borrowing cost of funds to San Jose Water Company (or the equivalent thereof), as measured as of the start of such calendar year, or (ii) 120 percent

of the long-term Applicable Federal Rate determined as of the start of such calendar year and based on semi-annual compounding.

Distribution of the vested balance credited to each Board member's deferral election account will be made or commence on the 30^th day following his or her cessation of Board service either in a lump sum or through a series of up to 10 annual installments in accordance with the Board member's payment election.

Mr. More elected to defer all of his 2018 annual retainer fees and pre-scheduled 2018 meeting fees, Mr. King elected to defer all of his 2018 pre-scheduled meeting fees, Ms. Man elected to defer all of her 2018 annual retainer fees, and Mr. Bishop elected to defer 50 percent of his 2018 annual retainer fees.

Deferred Restricted Stock Program

Prior to the 2008 fiscal year, the non-employee directors were able to receive awards of deferred stock, either through the conversion of their deferred Board and Committee fees under the Deferral Election Program into deferred shares of SJW Group common stock or through their participation in the Deferred Restricted Stock Program. Both of those deferred stock programs were implemented under the Corporation's Long-Term Incentive Plan (the "LTIP").

The principal features of the Deferred Restricted Stock Program may be summarized as follows: each non-employee director who commenced Board service on or after April 29, 2003 was granted: (i) a deferred stock award on the first business day of January following his or her completion of at least six months of service as a Board member; and (ii) annual grants of deferred stock on the first business day of January in each succeeding calendar year through the close of the 2007 calendar year, provided he or she remained a non-employee member of the Board through such date. The number of shares of the Corporation's common stock underlying each annual deferred stock award was determined by dividing (i) the aggregate dollar amount of the annual retainer fees, at the levels in effect as of the date of grant, for service on the Board and for service on the Boards of Directors of the Corporation's subsidiaries for the calendar year in which the grant was made by (ii) the fair market value per share of the Corporation's common stock on the grant date. The shares subject to each deferred stock award are fully vested and will be issued from the LTIP on a distribution commencement date tied to the director's cessation of Board service. The shares may be issued either in a single lump sum or in up to 10 annual installments, as elected by the director in accordance with the Deferred Stock Program.

Restricted Stock Units and the Formulaic Equity Award Program for Non-Employee Board Members

The Company has implemented a Formulaic Equity Award Program for Non-Employee Board Members ("Formulaic Program") under the LTIP which provides that at the close of business on the date of each annual stockholder meeting, each individual who is elected or re-elected to serve as a non-employee Board member will automatically be granted restricted stock units covering that number of shares of common stock (rounded up to the next whole share) determined by dividing the Applicable Annual Amount by the fair market value per share on such date. The Applicable Annual Amount for 2018 was $60,000. Each restricted unit awarded entitles the non-employee Board member to one share of common stock on the applicable vesting date of that unit. Each restricted stock unit award will vest in full upon the non-employee Board member's continuation of Board service through the day immediately preceding the date of the first annual stockholder meeting following the annual stockholder meeting at which that restricted stock unit award was made subject to accelerated vesting following a change in control or cessation of Board service by reason of death or permanent disability prior to such vesting date. Each non-employee Board member must retain beneficial ownership of at least 50 percent of the shares of common stock issued in connection with the vesting of such restricted stock units until such time as such individual is in compliance with the equity ownership guidelines that the Corporation from time to time establishes for its non-employee Board members.

Pursuant to the Formulaic Program, on April 25, 2018, each non-employee Board member elected at the 2018 annual stockholder meeting received an award of restricted stock units covering 1,055 shares of common stock.

Director Pension Plan

Mr. King continues to participate in the Director Pension Plan. Under such plan, Mr. King will receive a benefit equal to one half of the aggregate annual retainer for service on the Board of SJW Group, and the Boards of San Jose Water Company and SJW Land Company, following his cessation of service as a director. This benefit will

be paid to Mr. King, his beneficiary or his estate, for four years. These payments will be made with the same frequency as the ongoing retainers. Directors who elected to convert their accumulated Director Pension Plan benefits into deferred restricted stock in 2003 and non-employee directors who commenced Board service on or after April 29, 2003, are not eligible to participate in the Director Pension Plan.

Dividend Equivalent Rights

Prior to 2018, Dividend Equivalent Rights ("DERs") accrued on the outstanding deferred stock awards credited to non-employee directors as a result of their pre-2008 participation in the Deferral Election and Deferred Restricted Stock Programs. Pursuant to those DERs, each such non-employee director's deferred stock account under each program was credited, each time a dividend was paid on the Corporation's common stock, with a dollar amount equal to the dividend paid per share multiplied by the number of shares at the time credited to the deferred stock account, including shares previously credited to the account by reason of the DERs. As of the first business day in January each year, the cash dividend equivalent amounts so credited in the immediately preceding year was converted into additional shares of deferred stock by dividing such cash amount by the average of the fair market value of the Corporation's common stock on each of the dates in the immediately preceding year on which dividends were paid.

Such DERs terminated with the dividends paid by the Corporation during the 2017 calendar year, with the last DER conversion into deferred stock occurring on the first business day in January 2018. No further DERs will be credited to the deferred stock awards; however, any shares distributed to the non-employee director will be entitled to actual dividends as and when paid to the Corporation's stockholders.

Expense Reimbursement Policies

Under the Corporation's Director Compensation and Expense Reimbursement Policies, each non-employee director will be reimbursed for all reasonable expenses incurred in connection with his or her attendance at Board or committee meetings of SJW Group or its subsidiaries as well as his or her attendance at certain other meetings held by such companies. Expenses subject to reimbursement for fiscal year 2018 include the expense of traveling by non-commercial aircraft if within 1,000 miles of company headquarters and approved by the Chairman of the Board, and the expense of traveling first class for any travel within the United States. A copy of the Director Compensation and Expense Reimbursement Policies amended and restated on January 31, 2018, is attached as Exhibit 10.53 to the Form 10-K filed for the year ended December 31, 2017.

Recommendation of the Board of Directors

The Board of Directors unanimously recommends that stockholders vote FOR the election of the eight nominees listed on page 5. Unless otherwise instructed, the proxy holders named in each proxy will vote the shares represented thereby FOR each of the eight nominees.

PROPOSAL 2

ADVISORY VOTE ON EXECUTIVE COMPENSATION

General

Pursuant to Section 14A(a)(1) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Corporation's stockholders are entitled to vote at the annual meeting to approve the compensation of the Corporation's named executive officers, as disclosed in this proxy statement in accordance with the standards established under Item 402 of Regulation S-K under the Exchange Act. However, the stockholder vote on executive compensation is an advisory vote only, and it is not binding on the Corporation or the Corporation's Board of Directors or the Executive Compensation Committee of the Board.

Although the vote is non-binding, the Corporation's Board of Directors and the Executive Compensation Committee value the opinions of the stockholders and will consider the outcome of the vote when making future compensation decisions affecting the Corporation's executive officers.

In deciding how to vote on this proposal, the Board encourages you to read the "Compensation Discussion and Analysis" section beginning on page 28 and "Summary Compensation Table" beginning on page 42. The Executive Compensation Committee has made numerous enhancements in recent years to better align our executive compensation programs with our strategic objectives, and to respond to changes in the marketplace and feedback received from stockholders and stockholder advisory groups as discussed in the Compensation Discussion and Analysis section of this proxy statement.

Resolution

The Corporation's stockholders are being asked to approve by advisory vote the following resolution relating to the compensation of the named executive officers in this proxy statement:

"Resolved that the Corporation's stockholders hereby approve the compensation paid to the Corporation's executive officers named in the Summary Compensation Table of this proxy statement, as that compensation is disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the various compensation tables and the accompanying narrative discussion included in this proxy statement."

The vote on this resolution is not intended to address any specific element of compensation; rather the vote relates to the compensation of the Corporation's named executive officers, as described in this proxy statement in accordance with the compensation disclosure rules of the Securities and Exchange Commission.

Recommendation of the Board of Directors

The Board of Directors unanimously recommends an advisory vote FOR the resolution to approve the compensation of the named executive officers as disclosed in this proxy statement in accordance with the standards established under Item 402 of Regulation S-K under the Exchange Act. Unless otherwise instructed, the proxy holders named in each proxy will vote the shares represented thereby FOR the approval of such resolution.

PROPOSAL 3

AMENDMENT OF CERTIFICATE OF INCORPORATION TO

INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK

Introduction

Our Board of Directors has unanimously determined that it is in the best interests of the Company and its stockholders to amend our Certificate of Incorporation (as amended, the “Certificate of Incorporation”) to increase the number of authorized shares of our common stock from 36,000,000 shares to 70,000,000, which will result in an increase of the total number of authorized shares of our capital stock from 37,000,000 shares to 71,000,000 shares.

Currently our Certificate of Incorporation authorizes an aggregate of 37,000,000 shares of capital stock, consisting of 36,000,000 shares of authorized common stock, par value $0.001 per share, and 1,000,000 shares of authorized preferred stock, par value $0.001 per share. No shares of preferred stock are issued and outstanding and we are not proposing to increase the number of authorized preferred stock.

As of March 4, 2019, we had (i) 28,431,124 shares of common stock issued and outstanding, (ii) 155,812 shares subject to outstanding deferred stock awards, restricted stock units and other equity awards under our Long-Term Incentive Plan (the “LTIP”), (iii) 832,711 shares of common stock reserved for issuance under our LTIP (not including the shares included under item (ii), and (iv) 266,886 shares reserved for issuance under our 2014 Employee Stock Purchase Plan. Accordingly, approximately 82 percent of our total authorized shares of common stock have been issued or reserved for issuance, which leaves relatively few shares available to us, i.e., 6,313,467 shares, for future issuances for corporate purposes.

No other changes to the Certificate of Incorporation have been approved or are being proposed by our Board of Directors. To effectuate the increase of number of authorized shares of our common stock, the first and second paragraphs of Article IV of the Certificate of Incorporation are proposed to be amended as set forth below in their entirety:

“The total number of shares of stock that the Corporation shall have authority to issue is 71,000,000, consisting of the following:

70,000,000 shares of Common Stock, par value $0.001 per share. Each share of Common Stock shall entitle the holder thereof to one (1) vote on each matter submitted to a vote at a meeting of stockholders.”

The remaining paragraphs of Article IV of the Certificate of Incorporation, as well as other parts of the Certificate of Incorporation, are not amended or changed in any way. A copy of the Certificate of Amendment by the Company to amend and restate Article IV of the Certificate of Incorporation is attached to this proxy statement as Appendix A. For a description of the material terms and provisions of our common stock and each other class of our securities which qualifies or limits our common stock, please see the description of our capital stock in our Registration Statement on Form 8-A12B/A filed on November 15, 2016.

Reasons for the Proposed Amendment

Given the small number of authorized shares of common stock currently available under our Certificate of Incorporation, we believe that an increase in the number of authorized shares of our common stock is critical to ensure that a sufficient number of shares is available for future issuances if and when our Board of Directors deems it to be in our and our stockholders’ best interests. While we have no current plans to issue any shares that will be authorized if the increase is approved, we may use any of the increased shares of common stock at the time and in the manner approved by the Board of Directors, which may include, but are not limited to, raising capital through equity financing, executing strategic transactions or establishing collaborative relationships, acquiring businesses or assets and issuance of equity awards to employees and service providers. In addition, having sufficient additional authorized but unissued shares available for issuance to meet business needs as they arise may avoid the potential costs or delay of holding a special meeting of stockholders to approve additional authorized shares at that time. We believe that if we do not obtain stockholder approval to increase the number of authorized shares of our common stock, our future planned operations and financial conditions may be impacted.

Effects of Stockholder Approval of Increased Authorized Shares

If the proposed amendment is approved and adopted, the additional authorized shares of common stock may be issued from time to time by actions of our Board of Directors without further stockholder approval, except as required by law, regulatory authorities or corporate governance listing rules of the New York Stock Exchange ("NYSE"). The increase in authorized shares of common stock will not alter our current number of issued and outstanding shares of common stock. The relative rights and limitations of the shares of common stock will remain unchanged under this amendment. The additional shares of common stock to be authorized by stockholder approval under this Proposal 3 would have the rights identical to the currently outstanding shares of our common stock. Our stockholders will not realize any dilution in their percentage of equity ownership or their voting rights as a result of the increase. However, issuances of significant numbers of additional shares of common stock in the future may dilute stockholders’ percentage of ownership, and if such shares are issued at prices below what current stockholders paid for their shares, may dilute the value of current stockholders’ shares. Under our Certificate of Incorporation, stockholders do not have preemptive rights to purchase additional securities that may be issued by the Corporation. This means that current stockholders do not have a prior right to purchase any new issuances of shares in order to maintain their proportionate ownership interests in the Corporation.

The additional shares of common stock that would become available for issuance may also be used to oppose a hostile takeover attempt or to delay or prevent changes in control of the Corporation. For example, without further stockholder approval, the Board of Directors could strategically sell shares of common stock in a private transaction to purchasers who would oppose a takeover or favor the current Board of Directors. However, this proposal to increase authorized shares is prompted by business and financial considerations and not by the threat of any hostile takeover attempt.

Additional Anti-Takeover Considerations

There are other provisions currently in our Certificate of Incorporation and Bylaws and under Delaware law which could have an anti-takeover effect. A summary of these provisions is set forth below. These provisions, as well as the authority of our Board of Directors to issue additional shares of common stock, could be used by our Board in a manner calculated to prevent the removal of management or make it more difficult or discourage a change in control of our company. The distribution of rights and certain aspects of the following provisions in our Certificate of Incorporation and Bylaws were designed to afford our Board of Directors the opportunity to evaluate the terms of a takeover attempt without haste or undue pressure, advise stockholders of its findings, and to negotiate to protect the interests of all stockholders.

Certificate of Incorporation and Bylaws

We are authorized to issue 1,000,000 shares of Preferred Stock, although no shares of preferred stock are currently outstanding. Our Board of Directors, without further stockholder approval (except as may be required by applicable law or the rules of any stock exchange on which the Corporation's securities may be listed), has the authority to issue shares of preferred stock in one or more series and to fix the designations, powers, preferences and rights, and the qualifications, limitations or restrictions thereof, including without limitation: dividend rights; dividend rates; conversion rights; voting rights; rights and terms of redemption (including sinking fund provisions); redemption price or prices; liquidation preferences; and the number of shares constituting any series and the designation of such series. If our Board of Directors elects to exercise this authority, the rights and privileges of holders of shares of common stock could be made subject to the rights and privileges of such series of preferred stock. Although the Board of Directors has no intention at the present time of doing so, it could issue a series of preferred stock that could, depending on the terms of such series, impede the completion of a merger, tender offer or other takeover attempt.

Our Bylaws provide that stockholders seeking to nominate candidates for election as directors at, or propose other business to be brought before, an annual or special meeting of stockholders must meet specified procedural requirements, including providing advance notice of such nomination or proposals, and cumulative voting for the election of directors is prohibited. These provisions may preclude stockholders from making nominations for directors at, or proposing other business to be brought before, an annual or special meeting of stockholders. Our Certificate of Incorporation and Bylaws permit special meetings of stockholders to be called at any time by the

Chairman of the Board, by the President, by resolution of the Board of Directors adopted by a majority of the total number of authorized directors, or by stockholders holding not less than 20 percent of the voting power of the Corporation. Both our Certificate of Incorporation and Bylaws permit the taking of any action which may be taken at any annual or special meeting of stockholders by written consent without a meeting.

Section 203 of Delaware Law

We are subject to the provisions of Section 203 of the Delaware General Corporation Law. Section 203 prohibits publicly held Delaware corporations from engaging in a “business combination” with an “interested stockholder” for a period of three years after the date of the transaction in which the person became an interested stockholder, unless the business combination is approved in a prescribed manner. A “business combination” includes mergers, asset sales and other transactions resulting in a financial benefit to the interested stockholder. Generally, an “interested stockholder” is a person who, together with affiliates and associates, owns or was, within the three-year period immediately prior to the date on which it is sought to be determined whether such person is an interested stockholder, an owner of 15 percent or more of a corporation’s voting stock. These provisions could have the effect of delaying, deferring or preventing a change in control of the Corporation or reducing the price that certain investors might be willing to pay in the future for shares of common stock.

Votes Required

The affirmative vote of a majority of the shares of our common stock outstanding and entitled to vote at the Annual Meeting is required to approve the amendment to our Certificate of Incorporation to effect the proposed increase in the Corporation's authorized common stock. The amendment to the Certificate of Incorporation will be effective immediately upon acceptance of filing by the Secretary of State of Delaware of the Certificate of Amendment following stockholder approval of this proposal.

Recommendation of the Board of Directors

The Board of Directors recommends that the stockholders vote FOR approval of the amendment to our Certificate of Incorporation to increase the number of authorized shares of our common stock from 36,000,000 shares to 70,000,000 shares, and proxies solicited by the Board of Directors will be voted in favor thereof, unless a stockholder has indicated otherwise on the proxy.

PROPOSAL 4

RATIFICATION OF APPOINTMENT OF INDEPENDENT

REGISTERED ACCOUNTING FIRM

General

The Audit Committee of the Board of Directors has appointed KPMG LLP as the Corporation's independent registered public accounting firm (the "independent accountants") for the fiscal year ending December 31, 2019. At the annual meeting, stockholders are being asked to ratify the appointment of KPMG LLP as the Corporation's independent accountants for fiscal year 2019. In the event the stockholders fail to ratify the appointment of KPMG LLP, the Audit Committee will reconsider its selection.

Representatives of KPMG LLP are expected to be present at the annual meeting. They have been offered the opportunity to make a statement if they desire to do so and are expected to be available to respond to appropriate questions.

Principal Independent Accountants' Fees and Services

The following table sets forth the approximate aggregate fees billed to the Corporation during or for fiscal years 2017 and 2018:



	2018		2017
Audit Fees (1)	$	1,022,361	$	976,526
Audit-Related Fees (2)	$	—	$	—
Tax Fees (3)	$	89,000	$	—
All Other Fees (4)	$	235,000	$	—
Total Fees	$	1,346,361	$	976,526

______________

(1)

Audit Fees: This category consists of the fees billed for those fiscal years for the audit of annual financial statements, review of the financial statements included in the annual report on Form 10-K and quarterly reports on Form 10-Q and services that are normally provided by the independent registered public accounting firm in connection with statutory and regulatory filings or engagements for those fiscal years.


(2)	Audit-Related Fees: This category consists of fees billed in those fiscal years with respect to assurance and related services by the independent accountants that are reasonably related to the performance of the audit and review of financial statements and are not reported under "Audit Fees."


(3)	Tax Fees: This category consists of fees billed in those fiscal years with respect to professional services rendered by the independent accountants for tax compliance, tax advice and tax planning. All tax fees, if any, were pre-approved by the Audit Committee. Fees for fiscal year 2018 include fees paid for tax advice relating to a proposed merger and related activities.


(4)	All Other Fees: This category consists of fees billed in those fiscal years which are not covered by "Audit Fees," "Audit-Related Fees" and "Tax Fees." Fees for fiscal year 2018 include fees paid for services provided by KPMG LLP relating to a proposed merger and related activities.

The Audit Committee has considered and concluded that the provision of services described above is compatible with maintaining the independence of KPMG LLP.

The Audit Committee has adopted a pre-approval policy regarding the rendering of audit, audit-related and non-audit services by KPMG LLP. In general, audit fees are reviewed and approved by the Audit Committee annually. Audit-related and non-audit services are pre-approved by the Audit Committee. The Audit Committee has delegated authority to its Chairman to pre-approve specific services to be rendered by KPMG LLP subject to ratification by the Audit Committee when it next convenes a meeting.

Recommendation of the Board of Directors

The Board of Directors unanimously recommends a vote FOR the adoption of the proposal to ratify the appointment of KPMG LLP as SJW Group's independent accountants for fiscal year 2019. Unless otherwise instructed, the proxy holders named in each proxy will vote the shares represented thereby FOR this Proposal.

OWNERSHIP OF SECURITIES

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires the executive officers and directors of the Corporation, and persons who own more than 10 percent of a registered class of the Corporation's equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission and the New York Stock Exchange. These persons are required to furnish SJW Group with copies of all Section 16(a) forms they file. Based solely on its review of the copies of such reports received by it, and written representations from certain reporting persons that no other reports were required during 2018, SJW Group believes that all Section 16(a) reporting obligations were met during 2018 except that Ms. Wendy Avila-Walker did not file a Form 3 timely and was late in reporting 16 transactions during the two and one half years since June 2016 that should have been reported on Forms 4, all due to a mistaken understanding on the part of the Corporation that, because she was not an executive officer as such term is defined under Rule 3b-7 of the Securities Exchange Act of 1934, as amended, that she was not required to file reports under Section 16(a).

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth, as of March 4, 2019, certain information concerning beneficial ownership of shares of SJW Group common stock by each director of the Corporation, nominee for director, the Corporation's Chief Executive Officer, the Corporation's Chief Financial Officer and each of the Corporation's other executive officers named in the Summary Compensation Table below (the "named executive officers"), all directors, nominees and executive officers as a group, and any beneficial owner of five percent or more of outstanding shares of common stock of SJW Group. Unless otherwise indicated, the beneficial ownership consists of sole voting and investment power with respect to the shares indicated, except to the extent that spouses share authority under applicable law. None of the shares reported as beneficially owned by the named executive officers, directors and nominees for director have been pledged as security for any loan or indebtedness. Unless otherwise indicated, the principal address of each of the stockholders below is c/o SJW Group, 110 W. Taylor Street, San Jose, California 95110. The calculations in the table below are based on 28,431,124 shares of common stock issued and outstanding as of March 4, 2019. In addition, shares of common stock that may be acquired by the person shown in the table within 60 days of March 4, 2019, are deemed to be outstanding for the purpose of computing the percentage of ownership of such person, but are not deemed to be outstanding for the purpose of computing the percentage of ownership of any other person shown in the table.



Name	Shares Beneficially Owned	Percent of Class
Directors and Nominees for Directors:
Katharine Armstrong (1)	10,553	*
Walter J. Bishop (2)	10,363	*
Douglas R. King (3)	10,503	*
Gregory P. Landis (4)	2,210	*
Debra C. Man (4)	3,167	*
Daniel B. More (5)	4,336	*
Eric W. Thornburg, President, Chief Executive Officer and Chairman of the Board (6)	4,491	*
Robert A. Van Valer (7)	2,219,580	7.8	%
Named Executive Officers not listed above:
Andrew R. Gere, President and Chief Operating Officer of SJWC (8)	15,553	*
Palle L. Jensen, Executive Vice President of SJWC (9)	10,573	*
James P. Lynch, Chief Financial Officer and Treasurer (10)	22,405	*
Suzy Papazian, General Counsel and Corporate Secretary (11)	11,154	*
All directors, nominees and executive officers as a group (13 individuals) (12)	2,335,902	8.2	%
Beneficial owners of five percent or more not listed above:
BlackRock, Inc. and Certain Subsidiaries (13) 55 East 52nd Street, New York, NY 10055	1,481,108	5.2	%
The Vanguard Group (14) 100 Vanguard Blvd., Malvern, PA 19355	1,453,980	5.1	%
T. Rowe Price Associates Inc. (15) 100 E. Pratt Street, Baltimore MD 21202	1,869,385	6.6	%

_______________


*	Represents less than one percent of the outstanding shares of SJW Group's common stock.

(1)

Includes (i) 2,550 shares of common stock held in a joint account with spouse and for which Katharine Armstrong and her spouse share voting and investment power, (ii) 1,000 shares of common stock held under an IRA account, (iii) 5,948 shares of common stock held by the Katharine Armstrong Love Exempt Trust U/A/D 6/30/2009, for which Katharine Armstrong is the sole trustee, and (iv) 1,055 shares of common stock subject to a restricted stock unit award which will vest in full upon continuation of board service through the day immediately preceding the date of the annual stockholder meeting to be held on April 24, 2019.

(2)

Includes 9,308 shares of common stock held by the Bishop Family Trust, for which Walter Bishop and his spouse are co-trustees. Mr. Bishop has shared voting and investment powers with respect to such shares. Also includes 1,055 shares of common stock subject to a restricted stock unit award which will vest in full upon continuation of board service through the day immediately preceding the date of the annual stockholder meeting to be held on April 24, 2019.

(3)

Includes 9,448 shares of common stock held by the King Family Trust dated June 6, 2005 of which Mr. King and Melinda King are trustees. Mr. King has shared voting and investment powers with respect to such shares. Also includes 1,055 shares of common stock subject to a restricted stock unit award which will vest in full upon continuation of board service through the day immediately preceding the date of the next annual stockholder meeting to be held on April 24, 2019. Excludes 9,294 shares of the Corporation's common stock underlying deferred stock awards which will be issued in one or more installments following Mr. King's cessation of Board service.


(4)	Includes 1,055 shares of common stock subject to a restricted stock unit award which will vest in full upon continuation of board service through the day immediately preceding the date of the annual stockholder meeting to be held on April 24, 2019.


(5)	Includes (i) 3,281 shares of common stock held by the Daniel B. More Revocable Trust, of which Mr. More is the sole trustee and (ii) 1,055 shares of common stock subject to a restricted stock unit award which will vest in full upon continuation of board service through the day immediately preceding the date of the annual stockholder meeting to be held on April 24, 2019.


(6)	Excludes 34,370 shares of the Corporation's common stock issuable pursuant to restricted stock unit awards that are subject to various performance-vesting and service-vesting schedule requirements. The shares that actually vest under those awards will be issued in accordance with the applicable issuance schedule in effect for those shares.

(7)

Includes (i) 80,657 shares of common stock and 1,055 shares of common stock subject to a restricted stock unit award which will vest in full upon continuation of board service through the day immediately preceding the date of the annual stockholder meeting to be held on April 24, 2019, (ii) 1,937,226 shares of common stock held under the Non Exempt Bypass Trust created under the Roscoe Moss Jr Revocable Trust dated March 24, 1982 for which Mr. Van Valer has sole voting and dispositive powers, and (iii) 200,642 shares of common stock held under an Exempt Bypass Trust created under the Roscoe Moss Jr Revocable Trust dated March 24, 1982 for which Mr. Van Valer has sole voting and dispositive powers. Excludes 2,705 shares of the Corporation's common stock underlying deferred stock awards which will be issued in one or more installments following Mr. Van Valer's cessation of Board service. The address for Robert A. Van Valer is 4360 Worth Street, Los Angeles, California 90063.


(8)	Excludes 7,977 shares of the Corporation's common stock issuable pursuant to restricted stock unit awards that are subject to various performance-vesting and service-vesting schedule requirements. The shares that actually vest under those awards will be issued in accordance with the applicable issuance schedule in effect for those shares.


(9)	Excludes 7,305 shares of the Corporation's common stock issuable pursuant to restricted stock unit awards that are subject to various performance-vesting and service-vesting schedule requirements. The shares that actually vest under those awards will be issued in accordance with the applicable issuance schedule in effect for those shares.

(10)

Includes (i) 2,532 shares of common stock, (ii) 2,500 shares of common stock held under a Roth IRA, and (iii) 17,373 shares of common stock held by Mr. Lynch and his spouse in joint tenancy. Mr. Lynch has shared voting and investment powers with respect to 17,373 shares. Excludes 8,343 shares of the Corporation's common stock issuable pursuant to restricted stock unit awards that are subject to various performance-vesting and service-vesting schedule requirements. The shares that actually vest under those awards will be issued in accordance with the applicable issuance schedule in effect for those shares.

(11)

Includes (i) 3,891 shares of common stock and (ii) 7,263 shares of common stock held by the John Affaki and Suzy Papazian Living Trust dated December 10, 2008. Excludes 7,296 shares of the Corporation's common stock issuable pursuant to restricted stock unit awards that are subject to various performance-vesting and service-vesting schedule requirements. The shares that actually vest under those awards will be issued in accordance with the applicable issuance schedule in effect for those shares.


(12)	Includes an aggregate of 7,385 shares of common stock subject to restricted stock unit awards held by non-employee Board members which will vest in full upon continuation of board service through the day immediately preceding the date of the annual stockholder meeting to be held on April 24, 2019.


(13)	Pursuant to Schedule 13G filed with the SEC on February 8, 2019, BlackRock, Inc. had sole power to vote or to direct the vote of 1,425,475 shares of common stock and sole power to dispose or to direct the disposition of 1,481,108 shares of common stock.

(14)

Pursuant to Schedule 13G filed with the SEC on February 12, 2019, The Vanguard Group had sole power to vote or to direct the vote of 33,640 shares of common stock and sole power to dispose or to direct the disposition of 1,413,501 shares of common stock, and had shared power to vote or to direct the vote of 12,178 shares of common stock and shared power to dispose or to direct the disposition of 40,479 shares of common stock.


(15)	Pursuant to Schedule 13G filed with the SEC on February 14, 2019, T. Rowe Price Associates Inc. had sole power to vote or to direct the vote of 319,343 shares of common stock and sole power to dispose or to direct the disposition of 1,869,385 shares of common stock.

For further information concerning such restricted stock unit and deferred stock awards, please see the following sections of this proxy statement: "Compensation of Directors," "Summary Compensation Table" and "Grants of Plan-Based Awards."

EXECUTIVE COMPENSATION AND RELATED INFORMATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis describes the principles underlying our executive officer compensation policies and discusses the decisions relating to the named executive officer compensation for the 2018 fiscal year. The Executive Compensation Committee (the "Committee") of the Board of Directors is responsible for reviewing and approving the compensation payable to our officers and other key employees. Our "named executive officers" for 2018 are listed below:



Name		Title
Eric W. Thornburg		President, Chief Executive Officer and Chairman of the Board of SJW Group
Andrew R. Gere		President and Chief Operating Officer of San Jose Water Company ("SJWC")
Palle L. Jensen		Executive Vice President of SJWC
James P. Lynch		Chief Financial Officer and Treasurer of SJW Group
Suzy Papazian		General Counsel and Corporate Secretary of SJW Group



This Compensation Discussion and Analysis is organized into four key sections:	Page
EXECUTIVE SUMMARY	29
Executive Compensation Highlights	29
Executive Compensation Practices and Governance Highlights	30
COMPENSATION OBJECTIVES AND PHILOSOPHY	30
DISCUSSION AND ANALYSIS	31
Components of Compensation	31
Setting Executive Compensation for 2018	36
OTHER COMPENSATION MATTERS	39
Impact of 2018 "Say-on-Pay" Vote	39
Risk Assessment	39
Other Key Executive Arrangements	39
Stock Ownership Policies	40
IRC Section 162(m) Compliance	41

EXECUTIVE SUMMARY

Executive Compensation Highlights

In fiscal year 2018, we continued our strong commitment to pay for performance by aligning a significant portion of executive compensation with performance. As indicated in the charts below, the 2018 performance-based and long-term incentive compensation for Mr. Thornburg, our President and CEO, constituted 61 percent of his annual total target direct compensation (not including the special sign-on cash bonus paid in 2018); and the 2018 performance-based and long-term incentive compensation for our other named executive officers, as a group, constituted 38 percent of the officers' annual total target direct compensation; these allocations are generally consistent with the average for our peer group as set forth in the charts below. Accordingly, a significant portion of our named executive officers' compensation is "at risk."

Our compensation program for the named executive officers consisted primarily of base salary, a cash incentive program and an equity incentive program in the form of performance-based and service-based restricted stock units ("RSU"). The cash and equity incentive programs are driven by metrics that align with the Corporation’s business, short-term strategic operating goals and long-term growth strategy. The only fixed component of pay is base salary. For the 2018 fiscal year, 75 percent of the target performance-based cash incentive award for the executive officers, including the CEO, was based on performance goals tied to capital additions, water quality compliance and several key operational goals measuring the successful operation of the business and 25 percent of the target performance-based cash incentive award was based on strategic objectives. For the performance-based RSUs, which are aligned with the long-term interests of our stockholders, the goals included total shareholder return, return on equity and earnings per share.

TARGET PAY MIX

Executive Compensation Practices and Governance Highlights



WHAT WE DO
a	Align our executive pay with performance	a	Include a "clawback" provision in our performance stock awards

a	Provide an appropriate balance of annual and long-term incentives and include multiple measures of performance that are tied to our strategies, goals and stock price performance	a	Prohibit hedging and pledging of the Corporation's common stock

a	Provide change in control payments under the Executive Severance Plan only on a double trigger	a	Maintain a meaningful equity ownership policy for the named executive officers

a	Include caps on individual payouts in short-term and long-term incentive plans	a	The Executive Compensation Committee has retained independent compensation consultants

a	Hold an annual "say-on-pay" advisory vote	a	Regularly evaluate our peer group and pay positioning

a	Annually assess risks in our compensation programs



WHAT WE DON'T DO
r	Pay dividends on unvested equity awards	r	Provide excessive perquisites

r	Provide excise tax gross-up to the CEO or tax gross-up to any NEOs on perquisites	r	Allow short sales or purchases of equity derivatives of our common stock by officers or directors

r	Time the release of material non-public information to affect the value of executive compensation

COMPENSATION OBJECTIVES AND PHILOSOPHY

The Committee seeks to maintain an overarching pay-for-performance compensation philosophy through the use of compensation programs for the Corporation's executive officers that are designed to attain the following objectives:


•	Recruit, motivate and retain executives capable of meeting the Corporation's strategic objectives;


•	Provide incentives to achieve superior executive performance and successful operation and financial results for the Corporation; and


•	Align the interests of executives with the long-term interests of stockholders.

The Committee seeks to achieve these objectives by:


•	Establishing a compensation structure that is both market competitive and internally fair;


•	Linking a substantial portion of compensation to the Corporation's operational and financial performance and the individual's contribution to that performance;


•	Maintaining a compensation structure that is designed to provide below-target compensation for underachievement and upward leverage for exceptional performance; and


•	Providing long-term equity-based incentives and encouraging direct stock ownership by executive officers.

The Committee is not authorized to delegate any of its authority with respect to executive officer compensation, other than with respect to routine administrative functions. However, the Committee may from time to time consult with other independent Board members regarding executive compensation matters and is authorized to hire independent compensation consultants and other professionals to assist in the design, formulation, analysis and implementation of compensation programs for the Corporation's executive officers and other key employees.

DISCUSSION AND ANALYSIS

This section provides detailed information about our named executive officers' 2018 compensation and the Committee's decision making process.

Components of Compensation

For the 2018 fiscal year, the principal components of the Corporation's executive compensation program were as follows:


•	Base salary;


•	Annual short-term cash incentives;


•	Long-term equity incentive awards; and


•	Retirement benefit accruals.

In setting the 2018 compensation of the executive officers, the Committee intended to provide a consistent mix of fixed (salary) and variable short-term incentive cash compensation by defining the target STI as 50 percent of salary for the CEO and 25 percent of salary for the other named executive officers. However, there is no policy for the allocation of compensation between cash and non-cash (equity) components or between short-term and long-term components, and there are no pre-established ratios between the CEO's compensation and that of the other named executive officers.

The named executive officers are also provided with market competitive benefits and perquisites and are entitled to certain severance benefits in the event their employment terminates under certain defined circumstances, as more fully set forth below in this section and in the section entitled "Employment Agreements, Offer Letters, Termination of Employment and Change in Control Arrangements" that appears later in this proxy statement.

Base Salary

It is the Committee's objective to set a competitive annual rate of base salary for each executive officer. The Committee believes that such competitive base salaries are necessary to attract and retain top quality executives.

2018 Base Salary for CEO: Pursuant to Mr. Thornburg's employment agreement, his base salary for calendar year 2018 was set at $700,000, with no increase from 2017 since he joined the Corporation during the fourth quarter of 2017. The Committee believes that this salary appropriately reflects Mr. Thornburg’s performance and experience within the context of the overall compensation philosophy.

2018 Base Salary of the Other Named Executive Officers: In setting the 2018 fiscal year base salaries for the other named executive officers, the Committee considered each executive officer's tenure and responsibilities with the Corporation, competitive market data for the officer's position, the high cost of living in the San Francisco Bay Area, internal pay equity considerations, and the other components of the officer's total direct compensation for the year. The Committee approved salary adjustments that ranged from 2.9 to 5 percent increases for such named executive officers.

Accordingly, the base salary levels in effect for the 2017 and 2018 fiscal years for each named executive officer and the applicable percentage increases for the 2018 fiscal year are as follows:



Name	Title	2017 Salary		2018 Salary		% Increase
Eric W. Thornburg	President, Chief Executive Officer and Chairman of the Board	$	700,000	$	700,000	0.0	%
Andrew R. Gere	President and Chief Operating Officer of SJWC	$	448,000	$	461,000	2.9	%
Palle L. Jensen	Executive Vice President of SJWC	$	378,000	$	389,000	2.9	%
James P. Lynch	Chief Financial Officer and Treasurer	$	428,000	$	441,000	3.0	%
Suzy Papazian	General Counsel and Corporate Secretary	$	362,000	$	380,000	5.0	%

Annual Cash Incentive Compensation

The annual cash incentive awards are designed to reward superior corporate and executive performance while reinforcing the Corporation's short-term strategic operating goals.

Target Incentive Amounts

Each year, the Committee establishes target annual incentive cash compensation for each named executive officer (tied to either a percentage of base salary or a specific dollar amount). The target annual cash incentive compensation levels in effect for the 2017 and 2018 fiscal years for each named executive officer and the applicable percentage increases for the 2018 fiscal year are as follows:



		Annual Incentive Cash Compensation
Name	Title	2017 Target ($)		2018 Target ($)		% Increase
Eric W. Thornburg	President, Chief Executive Officer and Chairman of the Board	N/A		$	350,000	N/A
Andrew R. Gere	President and Chief Operating Officer of SJWC	$	112,000	$	115,000	2.7	%
Palle L. Jensen	Executive Vice President of SJWC	$	95,000	$	97,000	2.1	%
James P. Lynch	Chief Financial Officer and Treasurer	$	107,000	$	110,000	2.8	%
Suzy Papazian	General Counsel and Corporate Secretary	$	91,000	$	95,000	4.4	%

Performance Goals

The performance goals set by the Committee for the 2018 fiscal year, together with the portion of target annual cash incentive compensation allocated to each goal, were as set forth below.



Performance Criteria		% Allocation
San Jose Water Company 2018 Capital Additions (1)		40%

San Jose Water Company Water Quality Compliance (2)		20%

San Jose Water Company Key Operational Goals (3)		15%

Strategic Objectives (4)		25%

_______________


(1)	Represents San Jose Water Company's capital expenditures made in 2018, including the cost to retire facilities and excluding expenditures made in connection with IRS bonus depreciation infrastructure reinvestments. Target goal is $103,400,000.

(2)

Target is achieved if San Jose Water Company does not receive a citation during the performance period from the California Division of Drinking Water (DDW) (i) for violating health-related drinking water standards and treatment techniques specified in the U.S. National Primary Drinking Water Regulations and California Code of Regulations Title 22, Chapter 15; or (ii) for violating secondary maximum contaminant criteria.

(3)

San Jose Water Company annually establishes quantitative key operational goals that are designed to align management's operating objectives with the primary goals of the company's strategic plan. The operational goals represent a mix of quantitative goals covering key business objectives used to manage the business that are critical to achieving and maintaining superior performance in the public utilities industry. For the 2018 fiscal year, the operational goals were comprised of 6 key performance indicators related to environmental compliance, workplace safety, distribution system operations, and customer service.


(4)	The strategic objectives listed below were established for all the executive officers, including for the CEO. The target goal is reached by achieving 5 of the 6 goals.


•	Achieve 2018 SJW Group planned operating budget/results;


•	Develop and conduct a customer satisfaction survey and prepare a response plan;


•	Develop and conduct an employee satisfaction survey and prepare a response plan;


•	Develop and implement a Community Engagement and Corporate Citizenship Initiative;


•	Implement the Information Governance Initiative; and


•	Prepare an Environmental Sustainability Report for SJW Group.

The actual annual cash incentive compensation attributable to each performance goal could have ranged from 0 to 150 percent of the portion of the target annual cash incentive compensation amount allocated to that goal with an additional 50 percent of target annual cash compensation for the executive officers other than the CEO based on exceptional individual performance. If the actual level of attainment of any such performance goal was between two of the designated levels, then the annual cash incentive compensation potential with respect to that goal would be interpolated on a straight-line basis.

2018 Fiscal Year Payout

In February 2019, the Committee determined, on the basis of the Corporation's performance in relation to the performance criteria listed above and the executive officer's individual performance, that the cash incentive compensation for the 2018 fiscal year should be paid to the named executive officers in amounts ranging from 145 to 187 percent of target based on (i) reaching 145 percent of the target allocated to the performance goals described above, and (ii) an additional $40,000 for each of the named executive officers, other than the CEO, for exceptional individual performance in connection with the strategic direction of the Corporation. In determining the level of attainment of the performance criteria, the Committee adjusted the 2018 operating results for costs and expenses incurred in connection with a proposed merger transaction and related activities. The table below sets forth the fiscal year 2018 cash incentive compensation targets and actual cash incentive compensation payout amounts for each of the named executive officers on the basis of the performance criteria listed above:



	2018 Incentive Cash Compensation
Name	Target ($)		Actual ($)		Actual (% Target)
Eric W. Thornburg	$	350,000	$	506,625	145%
Andrew R. Gere	$	115,000	$	206,463	180%
Palle L. Jensen	$	97,000	$	180,408	186%
James P. Lynch	$	110,000	$	199,225	181%
Suzy Papazian	$	95,000	$	177,513	187%

In addition, Mr. Thornburg received a sign-on bonus in the amount of $310,000 in February 2018 in accordance with the terms of his employment agreement. This bonus was intended in part to offset the 2017 cash incentive award forfeited by Mr. Thornburg in light of his move to the Corporation.

Equity Compensation

A significant portion of each named executive officer's compensation is provided in the form of long-term incentive equity awards under the Corporation's Long-Term Incentive Plan ("LTIP"). Long-term incentive awards are typically made to executive officers in the form of time-based RSUs and leveraged performance-based RSUs covering shares of the Corporation's common stock.

The time-based RSUs granted to date have vesting schedules that provide a meaningful incentive for the executive officer to remain in the Corporation's service. Leveraged performance-based RSUs are also used to payout at increasing rates based on the level of attainment of the specified performance goals. None of the RSU awards granted to the named executive officers include dividend equivalent rights.

2018 Fiscal Year Grants to CEO: On January 2, 2018, Mr, Thornburg was granted a service-based RSU award covering 3,545 shares that vest in three equal installments on each of December 31, 2018, December 31, 2019 and December 31, 2020.

On January 30, 2018, Mr. Thornburg was granted a performance-based RSU award covering 6,342 target shares that vests based on relative total shareholder return ("TSR") measured from January 1, 2018 to December 31, 2020 and a performance-based RSU award covering 2,537 target shares that vests following completing of the 3-year period measured from January 1, 2018 through December 31, 2020 based on the level of attainment of the Corporation's earnings per share ("EPS") for the 2020 calendar year, in each case, and continued service through December 31, 2020. The number of shares issuable under such TSR award and EPS award will range between 0 to 200 percent and 0 to 150 percent, respectively, of the target number of shares under such awards based on the level of actual attainment of the specified performance goals.

2018 Fiscal Year Grants to the Other Named Executive Officers: On January 2, 2018, Messrs. Gere, Jensen and Lynch, and Ms. Papazian were each granted RSUs covering an aggregate number of shares of the Corporation's common stock specified below that vest in three equal installments upon completion of each year of service over the three-year period measured from the grant date.

In addition, on January 30, 2018, Messrs. Gere, Jensen and Lynch, and Ms. Papazian were each granted two performance-based RSU awards covering the target number of shares specified below. One of the performance-based awards vested based on the level of achievement of a performance goal based on return on equity ("ROE") measured over the 2018 calendar year period and continued service through December 31, 2018. The ROE goals for the awards at threshold, target and maximum levels were 8.21 percent, 9.23 percent and 10.26 percent, respectively. The corresponding number of shares issuable to an individual under each such ROE performance-based award was 50 percent, 100 percent, and 150 percent of the target number of shares specified for such individual at threshold, target and maximum levels of performance, respectively, and no shares would have been issued if the minimum threshold level of performance had not been attained. The other award vests following completion of the 3-year period measured from January 1, 2018 through December 31, 2020 based on the level of the Corporation's EPS for the 2020 calendar year and continued service through December 31, 2020. The number of shares issuable under such EPS awards will range between 0 to 150 percent of the target number of shares based on the level of actual attainment of the specified performance goals.

The chart below indicates the number of shares of the Corporation's common stock underlying the RSU awards granted to the named executive officers other than the CEO in January 2018.



Name	Number of Shares subject to Service RSU Award (1)	Target Number of Shares for ROE RSU Award (2)	Target Number of Shares for EPS RSU Award (3)
Andrew R. Gere	1,285	827	552
Palle L. Jensen	1,229	792	528
James P. Lynch	1,403	904	603
Suzy Papazian	1,253	807	538

______________


(1)	The aggregate number of shares was determined by dividing a designated dollar amount by $63.47, the closing selling price of the Corporation's common stock on the January 2, 2018 grant date. The designated dollar amount was $81,500 for Mr. Gere, $78,000 for Mr. Jensen, $89,000 for Mr. Lynch and $79,500 for Ms. Papazian.


(2)	The target number of shares was determined by dividing a designated dollar amount by $59.13, the closing selling price of the Corporation's common stock on the January 30, 2018 grant date. The designated dollar amount was $48,900 for Mr. Gere, $46,800 for Mr. Jensen, $53,400 for Mr. Lynch and $47,700 for Ms. Papazian.


(3)	The target number of shares was determined by dividing a designated dollar amount by $59.13, the closing selling price of the Corporation's common stock on the January 30, 2018 grant date. The designated dollar amount was $32,600 for Mr. Gere, $31,200 for Mr. Jensen, $35,600 for Mr. Lynch and $31,800 for Ms. Papazian.

The Committee believes the TSR, ROE and the EPS goals for the performance-based RSU awards are challenging and difficult to achieve, but attainable with significant skill and effort on the part of the executive team.

2018 ROE Awards Earned: In February 2019, the Committee determined, on the basis of an ROE of 11.67 percent for calendar year 2018, that Messrs. Gere, Jensen, and Lynch, and Ms. Papazian vested in 1,240, 1,188, 1,356, and 1,210 shares of common stock, respectively, under the ROE awards. In determining the level of ROE, the Committee adjusted the 2018 net income and year-end 2018 capital for costs and expenses incurred in 2018 in connection with a proposed merger and related activities.

Executive Benefits and Perquisites

The named executive officers are provided with certain market competitive benefits and perquisites. It is the Committee's belief that such benefits are necessary for the Corporation to remain competitive and to attract and retain top caliber executive officers, since such benefits are commonly provided by peer group companies.

Retirement Benefits: Executive officers are eligible to receive retirement benefits under San Jose Water Company's Retirement Plan, a tax-qualified defined benefit plan covering a broad spectrum of the company's employees. Executive officers hired before March 31, 2008 are eligible to receive additional retirement benefits under the Executive Supplemental Retirement Plan ("SERP"), and executive officers hired on or after March 31, 2008 are eligible to receive additional retirement benefits under the Cash Balance Executive Supplemental Retirement Plan ("Cash Balance SERP"). Both of those plans are non-qualified plans in which only senior officers and other designated members of management may participate, and such individuals remain general creditors of San Jose Water Company with respect to their accrued benefits under those plans until the benefits are paid. A description of the plans and the benefits payable to each named executive officer upon retirement is set forth in the Pension Benefits table and the accompanying narrative that appears later in this proxy statement.

The pension benefits payable to Messrs. Gere and Jensen, and Ms. Papazian under the SERP increase in correlation with increases in their compensation levels and years of service. However, the present value of each executive officer's accrued pension benefit under the SERP will not only reflect such increases, but will also

fluctuate from year to year based on the mortality tables and the interest rate used to discount anticipated future payments so that when interest rates decrease for example, the present value associated with the underlying benefit may increase.

Messrs. Lynch and Thornburg commenced employment with the Corporation after March 31, 2008 and accordingly participate in the Cash Balance SERP. Under that plan, each participant will receive compensation credits and interest credits on a quarterly basis to the book account maintained for him or her under the plan. The amount of the compensation credit each quarter will be tied to his or her compensation for that quarter and his or her years of credited service, and the percentage of compensation to be credited on such quarterly basis will increase as the participant's years of credited service increase. For Mr. Thornburg, (i) the percentage of compensation credited to his Cash Balance SERP account each quarter until the quarter he turns 65 will be at 39 percent of his quarterly compensation in lieu of the lower percentage levels in effect for other participants, (ii) the special sign-on bonus specified in his employment agreement will be included in his compensation for the plan quarter in which it is paid, and (iii) he will vest in his accrued benefit under such plan once he turns 65 instead of the regular 10-year vesting schedule in effect for the other participants. As of December 31, 2018, Mr. Thornburg had not vested in his accrued benefit under such plan. For Mr. Lynch, the percentage of compensation credited to his Cash Balance SERP account for the first 20 years of credited service will be at 15 percent of his quarterly compensation in lieu of the lower percentage levels in effect for other participants, and he vested in his accrued benefit under such plan after three years of service.

For further information concerning the SERP and the Cash Balance SERP, please see the section entitled "Pension Benefits" that appears later in this proxy statement.

Broad-Based Employee Benefit Plans: Executive officers are also eligible to participate in San Jose Water Company's Salary Deferral Plan, a tax-qualified 401(k) defined contribution plan. San Jose Water Company matches up to four percent of each participant's contributions, subject to certain statutory limits. Such plan is open to all employees and officers under the same terms and conditions.

Elective Deferral: The named executive officers and certain other highly compensated employees may participate in San Jose Water Company's Special Deferral Election Plan pursuant to which eligible participants may defer up to 50 percent of their base salary and up to 100 percent of their cash incentive compensation. The deferred amounts are credited with a fixed rate of interest, compounded semi-annually and reset at the beginning of each calendar year at the lower of (i) the then current 30-year long-term borrowing cost of funds to San Jose Water Company (or the equivalent thereof), as measured as of the start of such calendar year, or (ii) 120 percent of the long-term Applicable Federal Rate determined as of the start of such calendar year and based on semi-annual compounding.

Other Benefits and Perquisites: All administrative employees, including executive officers, are eligible to receive standard health care, disability, life and travel insurance, and professional development benefits. In addition, the Corporation provides certain executives from time to time with (i) vehicles for business use and personal commutes, and (ii) club memberships. The Corporation also purchases season tickets to sporting and cultural events which the executive officers and personnel of the Corporation may use for non-business purposes on occasions. Mr. Thornburg was also reimbursed for reasonable relocation expenses in connection with his move to the San Jose area (including temporary housing expenses in the San Jose area for up to 12 months), and is reimbursed for reasonable business related personal expenses approved by the Chair of the Committee of up to $40,000 per calendar year.

The Corporation does not provide tax gross-ups for any imputed income in connection with providing those particular benefits and perquisites.

Setting Executive Compensation for 2018

The principal factors that the Committee considered when setting the 2018 fiscal year compensation levels for the named executive officers were as follows:


•	Competitive benchmarking;


•	Long-term retention;


•	Management's recommendations;


•	Advice from the Committee's independent compensation consultant and other compensation advisors;


•	Results of the last "say-on-pay" proposal;


•	Feedback from stockholders and stockholder advisory groups;


•	Comparison of the Corporation's performance against certain operational and qualitative goals identified in the Corporation's strategic plan;


•	Individual performance as assessed by the Committee, with input from the CEO as to the named executive officers other than himself;


•	The cost of living and cost of labor in the San Francisco Bay Area; and


•	Tenure, future potential, and internal pay equity.

Major compensation decisions for each fiscal year, including base salary adjustments, the determination of target annual incentive cash compensation opportunities and the determination of the size of long-term equity incentive awards, are generally made by the Committee during the last quarter of the prior year or during the first quarter of the current year.

Benchmarking: The Committee made a number of decisions regarding 2018 fiscal year compensation for the named executive officers (other than for Mr. Thornburg) on the basis of the executive compensation benchmarking report prepared by Mercer (US), Inc. ("Mercer") in October 2017. The report benchmarked the compensation paid by the peer group (as described below) to their executive officers.

Mr. Thornburg’s 2018 compensation was negotiated under his employment agreement. In determining compensation for Mr. Thornburg, the Committee used compensation benchmarking reports prepared by Mercer and by Pearl Meyer in September 2017.

Target Pay Positioning: For the 2018 fiscal year, the Committee targeted total annual direct compensation between the median and the 75th percentile of the peer group in light of the highly competitive San Francisco Bay Area talent market and the higher cost of living and cost of labor for the Corporation as compared to its peers. The Committee uses the peer group compensation as just one of the factors in its pay decisions. Individual positioning relative to market data also gives consideration to tenure, performance, potential and internal equity. In 2017, in response to feedback from stockholder advisory groups, the Committee reviewed the target pay positioning policy described above. Mercer provided the Committee with an analysis of the cost of living and cost of labor for peer companies based on their corporate headquarters location, with the cost of labor focused on positions with compensation levels in a similar range to the Corporation's executive officers. Based on the findings of this analysis, the Committee decided to continue to target compensation for executive officers between the median and the 75th percentile, subject to additional considerations of tenure, potential and internal equity.

The table below shows the projected market positioning of the executive officer target total direct compensation relative to the peer group based on data as was provided by Mercer to the Committee in September and October 2017.



Name	Title	Percentile Level of Total Target Direct Compensation for 2018 Fiscal Year
Eric W. Thornburg	President, Chief Executive Officer and Chairman of the Board	46^th	(1)
Andrew R. Gere	President and Chief Operating Officer of SJWC	68^th
Palle L. Jensen	Executive Vice President of SJWC	57^th
James P. Lynch	Chief Financial Officer and Treasurer	65^th
Suzy Papazian	General Counsel and Corporate Secretary	53^rd

_______________


(1)	This reflects positioning of Mr. Thornburg's 2018 target compensation, excluding the sign-on cash bonus paid in 2018. This bonus was intended in part to offset the 2017 cash incentive award forfeited by Mr. Thornburg in light of his move to the Corporation.

Peer Group: Each year, the Committee works with its independent compensation consultant to determine the appropriate peer group for benchmarking our executive compensation program. The peer group is generally comprised of companies that are U.S. publicly traded utility companies of similar size and companies that are identified externally as the Corporation's peers. Based on recommendations from Mercer in July 2017, the Committee approved the peer group set forth below which was used for Mr. Thornburg's compensation under his employment agreement and for all the other executive officers' 2018 compensation. The Committee believed that all of the peer companies continued to represent primary competitors for executive talent and investment capital.



Peer Group
American States Water	Aqua America	Artesian Resources	Avista Corp.
California Water Service Group	Chesapeake Utilities	Connecticut Water Service	El Paso Electric
Middlesex Water	MGE Energy	Northwest Natural Gas	PNM Resources Inc.
South Jersey Industries	Unitil	York Water

Role of External Advisors: The Committee engaged Mercer, a global human resource consulting firm with extensive expertise and experience providing executive compensation consulting services, to serve as the Committee's independent compensation consultant. Mercer provided the following services:


•	Advised the Committee in selecting a peer group to be used for benchmarking compensation;


•	Conducted a competitive review of officer compensation levels and practices relative to the peer group;


•	Advised the Committee in determining the appropriate base salary, annual incentive and equity compensation terms for the named executive officers, including Mr. Thornburg, and other officers;


•	Advised the Committee regarding short and long-term incentive compensation design changes; and


•	Confirmed the competitiveness of director compensation relative to the peer group.

Representatives of Mercer attended certain Committee meetings and provided guidance and expertise on competitive pay practices and plan designs consistent with key objectives.

The Committee determined that Mercer was independent and that its work did not raise any conflict of interest. The Committee made such determinations primarily on the basis of the six factors for assessing independence and identifying potential conflicts of interest that are set forth in Rule 10C-1(b)(4) under the Securities Exchange Act of 1934. The Committee will apply the same factors, together with any factors identified by the New York Stock Exchange and any other factors the Committee may deem relevant under the circumstances, in determining whether any other persons from whom the Committee seeks advice relating to executive compensation matters is independent or whether any potential conflicts exist.

Role of Management: Mr. W. Richard Roth, the President and Chief Executive Officer of the Corporation until November 5, 2017, provided the Committee with recommendations regarding 2018 fiscal year compensation levels for each of the named executive officers other than Mr. Thornburg. Such recommendations included base salary adjustments, target annual incentive cash compensation opportunities and payout levels, and the size of long-term incentive awards. Mr. Thornburg provided the Committee with his assessment of the individual performance of each of the other named executive officers during 2018.

OTHER COMPENSATION MATTERS

Impact of 2018 "Say-on-Pay" Vote

We held our last "say-on-pay" vote in 2018 and over 95 percent of the votes cast on such proposal were in favor of the compensation of the named executive officers.

The Committee will continue to take into account future stockholder advisory votes on executive compensation and other relevant market developments affecting executive officer compensation in order to determine whether any subsequent changes to our programs and policies are warranted to reflect stockholder concerns or to address market developments.

Risk Assessment

The Committee, with the input and assistance of the Corporation's Human Resources Department, reviewed the various compensation programs maintained by the Corporation and its subsidiaries to determine whether any of those programs, including those maintained for the named executive officers, encouraged excess risk taking that would create a material risk to the Corporation's economic viability. Based on that review and the fact that the Corporation operates in a heavily-regulated environment, the Committee concluded it was not reasonably likely that any of the Corporation's compensation programs, including the executive officer compensation programs, would have a material adverse effect upon the Corporation. For further information concerning the overall compensation risk assessment process, please see the section to this proxy statement entitled "Executive Compensation and Related Information - Risk Assessment of Compensation Policies and Practices," which appears later in this proxy statement.

Other Key Executive Arrangements

Employment Agreements

The Corporation has entered into an employment agreement with Mr. Thornburg which is described more fully in the section titled "Employment Agreements, Offer Letters, Termination of Employment and Change in Control Arrangements."

Executive Severance Plan and Severance Programs

Executive Severance Plan: The Corporation maintains an Executive Severance Plan under which Mr. Thornburg and the other named executive officers will become entitled to certain severance benefits on a so-called double trigger basis in the event their employment were to terminate under certain defined circumstances in connection with a change in control of the Corporation. Accordingly, such benefits would be triggered in connection with such a change in control only if the executive officer's employment is terminated by the Corporation other than for good cause or such executive officer resigns in connection with (i) a significantly adverse change in the nature or the scope of his or her authority or overall working environment, (ii) the assignment of duties materially inconsistent with his or her present duties, responsibilities or status, (iii) a reduction in the sum of his or her base salary and target annual incentive cash compensation, or (iv) a relocation of his or her principal place of employment by 55 miles or more.

The Executive Severance Plan is designed to serve two primary purposes: (i) encourage the executive officers to remain in the Corporation's employ in the event of an actual or potential change in control transaction; and (ii) align the interests of the Corporation's executive officers with those of the stockholders by enabling the executive officers to consider transactions that are in the best interests of the stockholders and provide opportunities for the creation of substantial stockholder value without undue concern over whether those transactions may jeopardize their employment or their existing compensation arrangements.

The Executive Severance Plan also allows the Corporation to maintain a standard set of severance benefits for new and existing executive officers and limit the instances where one-off arrangements will be negotiated with individual executive officers.

Based on the foregoing considerations and the many years of service that most of the executive officers have rendered to the Corporation, the Committee believes that the benefits provided under the Executive Severance Plan, including any tax gross-up payment to cover the parachute payment taxes the executive officers (except for Mr. Thornburg) may incur under the federal tax laws with respect to one or more severance benefits provided under the plan, have been set at a fair and reasonable level and appropriately balance the respective interests of the various stakeholders.

For further information regarding the Executive Severance Plan and the severance benefits provided thereunder, please see the section entitled "Employment Agreements, Offer Letters, Termination of Employment and Change in Control Arrangements" that appears later in this proxy statement.

Severance Benefits for Messrs. Thornburg and Lynch: Pursuant to the terms of his employment Agreement, Mr. Thornburg will become entitled to severance benefits should his employment terminate under certain defined circumstances in the absence of a change in control. Mr. Lynch will, as part of his negotiated compensation package with the Corporation, become entitled to severance benefits should his employment terminate under certain defined circumstances in the absence of a change of control. The Committee believes that such protections are typical for chief executive officers and chief financial officers in the peer group companies. For further information concerning Messrs. Thornburg's and Lynch's potential severance benefits, see the section entitled "Employment Agreements, Offer Letters, Termination of Employment and Change in Control Arrangements" that appears later in this proxy statement.

Stock Ownership Policies

Executive Officer Security Ownership Guidelines

In 2006, the Committee established a policy requiring named executive officers to achieve specific security ownership guidelines within five years. The Committee believes that such a policy is consistent with its philosophy of encouraging executive officer stock ownership and will serve to further align the interests of the executive officers with those of stockholders. Pursuant to the policy, executive officers are expected to own shares of the Corporation's common stock with an aggregate value equal to two times the annual base salary for the CEO and one times the annual base salary for the other named executive officers. Shares of the Corporation's common stock owned outright, shares underlying RSUs, and shares underlying deferred stock units, including deferred shares resulting from dividend equivalent rights, all count as shares owned for purposes of the guideline. Until the guideline is met, each executive is required to hold any shares of the Corporation's common stock issued upon the vesting of RSUs (net of any shares withheld or sold to cover statutory withholding taxes and other applicable taxes). As of December 31, 2018, all the named executive officers had complied with the policy. The following table shows each named executive officer's stock ownership as of December 31, 2018:



Name	Title	Security Ownership ($)(1)		Security Ownership Guideline ($)(2)
Eric W. Thornburg	President, Chief Executive Officer and Chairman of the Board	$	1,515,423	$	1,400,000
Andrew R. Gere	President and Chief Operating Officer of SJWC	$	1,025,132	$	461,000
Palle L. Jensen	Executive Vice President of SJWC	$	754,763	$	389,000
James P. Lynch	Chief Financial Officer and Treasurer	$	1,422,760	$	441,000
Suzy Papazian	General Counsel and Corporate Secretary	$	772,339	$	380,000

_______________


(1)	This amount is calculated by multiplying (i) the sum of the shares of the Corporation's common stock actually owned, the shares underlying RSUs and any shares underlying deferred stock units, by (ii) $55.62, the closing selling price of the common stock on December 31, 2018.


(2)	This amount is equal to two times the base salary in effect for Mr. Thornburg for the 2018 fiscal year and one times the base salary in effect for the other named executive officers for such year.

Policy Governing Hedging and Pledging of Common Stock

The Corporation has adopted policies that preclude the executive officers and certain employees and other individuals, including family members residing in the same household, from engaging in hedging or monetization transactions in the Corporation's common stock such as put and call options and short sales and from pledging the Corporation's common stock or holding such stock in margin accounts. Accordingly, the executive officers bear the full risk of economic loss, like any other stockholder, with respect to their equity holdings, whether in the form of actual shares of the Corporation's common stock or RSUs that will convert into such shares following the satisfaction of the applicable vesting requirements.

IRC Section 162(m) Compliance

For years prior to 2018, Section 162(m) of the Internal Revenue Code generally disallowed a federal income tax deduction for publicly-traded companies such as the Corporation for compensation paid to the CEO and the three other highest paid executive officers (other than the chief financial officer) to the extent that such compensation exceeded one million dollars per officer in any one year and did not otherwise qualify as performance-based compensation.

The exemption for qualified performance-based compensation has been repealed and the class of affected executives has been expanded effective for taxable years beginning after December 31, 2017 such that compensation paid to our covered executive officers in excess of one million dollars will not be deductible unless it qualified for transition relief applicable to certain arrangements in place as of November 2, 2017. Because of the uncertainties as to the scope and application of the transition relief, no assurances can be given that compensation intended to satisfy the requirements for exemption under Section 162(m) will in fact be fully deductible.

Summary Compensation Table

The following table provides certain summary information concerning the compensation earned for services rendered in all capacities to the Corporation and its subsidiaries for the fiscal years ended December 31, 2016, December 31, 2017, and December 31, 2018 by the Corporation's Chief Executive Officer, the Corporation's Chief Financial Officer, and the Corporation's other three most highly compensated executive officers whose total compensation for the 2018 fiscal year was in excess of $100,000 and who were serving as executive officers at the end of the 2018 fiscal year. No executive officers who would have otherwise been includable in such table on the basis of total compensation for the 2018 fiscal year have been excluded by reason of their termination of employment or change in executive status during that year. The listed individuals are herein referred to as the "named executive officers."



Name and Principal Position (1)	Year	Salary ($)(2)		Bonus ($)(2)(3)		Stock Awards ($)(4)		Non-Equity Incentive Plan Compensation ($)(2)(5)		Change in Pension Value ($)			All Other Compen- sation ($)(6)		Total ($)
Eric W. Thornburg	2018	$	700,000	$	310,000	$	760,210	$	506,625	$	432,108	(7)	$	83,294	$	2,792,237
President, Chief Executive Officer and Chairman of the Board of SJW Group	2017	$	80,769	$	—	$	863,079	$	—	$	41,045		$	35,120	$	1,020,013


Andrew R. Gere	2018	$	461,000	$	40,000	$	156,217	$	166,463	$	464,208	(7)	$	23,469	$	1,311,357
President and Chief Operating Officer of San Jose Water Company	2017	$	448,000	$	30,500	$	151,073	$	122,501	$	901,230	(8)	$	17,007	$	1,670,311
	2016	$	354,212	$	47,500	$	112,280	$	57,353	$	491,113	(8)	$	17,051	$	1,079,509

Palle L. Jensen	2018	$	389,000	$	40,000	$	149,472	$	140,408	$	27,932	(7)	$	14,823	$	761,635
Executive Vice President of San Jose Water Company	2017	$	378,000	$	26,250	$	126,992	$	103,906	$	871,934	(8)	$	12,652	$	1,519,734
	2016	$	344,000	$	82,000	$	112,280	$	67,549	$	478,750	(8)	$	12,431	$	1,097,010

James P. Lynch	2018	$	441,000	$	40,000	$	170,641	$	159,225	$	69,386	(7)	$	23,005	$	903,257
Chief Financial Officer and Treasurer of SJW Group	2017	$	428,000	$	29,250	$	145,310	$	117,031	$	106,420	(8)	$	22,699	$	848,710
	2016	$	410,000	$	102,500	$	119,830	$	63,725	$	108,048	(8)	$	23,052	$	827,155

Suzy Papazian	2018	$	380,000	$	40,000	$	152,347	$	137,513	$	141,313	(7)	$	18,249	$	869,422
General Counsel and Corporate Secretary of SJW Group	2017	$	362,000	$	65,250	$	122,197	$	99,532	$	371,072	(8)	$	15,522	$	1,035,573

_______________


(1)	Mr. Thornburg joined the Corporation on November 6, 2017. Ms. Papazian was not a named executive officer prior to the 2017 fiscal year; in accordance with SEC rules, disclosure of her compensation is limited to the 2017 and 2018 fiscal years.


(2)	Includes amounts deferred under (i) San Jose Water Company's Special Deferral Election Plan, a non-qualified deferred compensation plan for officers and other select management personnel and (ii) San Jose Water Company's Salary Deferral Plan, a qualified deferred compensation plan under section 401(k) of the Internal Revenue Code.

(3)

Includes a sign-on bonus in the amount of $310,000 paid in February 2018 to Mr. Thornburg in accordance with his employment agreement and a special bonus in the amount of $40,000 for exceptional individual performance for each of Messrs. Gere, Jensen and Lynch, and Ms. Papazian for the 2018 fiscal year. Represents the portion of the annual cash incentive compensation paid at the discretion of the Committee based on a subjective assessment of individual performance goals for the 2017 and 2016 fiscal years. The amount of the annual cash incentive compensation payable based on attainment of the corporate performance goals is reported in the Non-Equity Incentive Compensation table.

(4)

The dollar amount reported in the Stock Awards column is equal to the aggregate grant-date fair value of the service-based and performance-based restricted stock unit awards made during each reported fiscal year, calculated in accordance with FASB ASC Topic 718, without taking into account any estimated forfeitures related to service-vesting conditions. The assumptions used in the calculation of the FASB ASC Topic 718 grant-date fair value of each such award are set forth in Note 10 to the Corporation's consolidated financial statements included in its annual report on Form 10-K for the 2018 fiscal year. For service-based restricted stock unit awards, the grant date fair value was determined using the closing share price of the Corporation's common stock on the date of grant, as appropriately discounted to reflect the lack of dividend equivalent rights. For the performance-based restricted stock unit awards that vest based on earnings per share and return on equity, the total grant-date fair value is calculated using the probable outcome of the attainment of the respective pre-established performance objectives as of the grant date at 100% of target, as appropriately discounted to reflect the lack of dividend equivalent rights. The grant date fair value of Mr. Thornburg's performance-based restricted stock unit award that vests based on relative total shareholder return was estimated utilizing the Monte Carlo valuation model, using the fair value of the Corporation's common stock with the effect of market conditions and no dividend yield on the date of grant, and assumes the performance goals will be attained. The grant-date fair values of the 2018 performance-based restricted stock unit awards assuming maximum attainment of the performance goals are as follows:



	Grant Date Fair Value at Maximum Attainment
Eric W. Thornburg	$	921,598
Andrew R. Gere	$	118,251
Palle L. Jensen	$	113,193
James P. Lynch	$	129,228
Suzy Papazian	$	115,337

For further information concerning the service-based and performance-based restricted stock unit awards, see the section below entitled "Grants of Plan-Based Awards."


(5)	Represents the portion of the annual cash incentive compensation which is based on the level of attainment of corporate performance goals. Mr. Thornburg was not eligible to receive incentive cash compensation for the 2017 fiscal year.

(6)

Consists of the following benefits: (i) club memberships for Messrs. Gere and Lynch; (ii) personal use of company vehicle for all named executive officers; (iii) 401(k) employer match made on such individual's behalf for all named executive officers; and (iv) moving expenses and temporary housing and living expenses paid to Mr. Thornburg in connection with his commencement of employment with the Corporation.

For the Year Ended December 31, 2018



Description	Thornburg		Gere		Jensen		Lynch		Papazian
Club Memberships	$	—	$	491	$	—	$	8,185	$	—
Personal Use of Company Vehicle	$	5,624	$	11,978	$	3,823	$	3,820	$	7,249
401(k) Employer Match	$	11,000	$	11,000	$	11,000	$	11,000	$	11,000
Relocation Expenses including Housing, Moving & Travel Expenses	$	66,670	$	—	$	—	$	—	$	—
Total	$	83,294	$	23,469	$	14,823	$	23,005	$	18,249

(7)

Consists solely of the change in the actuarial present value of each named executive officer's accrued pension benefits recorded for the 2018 fiscal year. The present value increased for each of Messrs. Thornburg, Gere, Jensen and Lynch, and Ms. Papazian above the present value at the close of fiscal year 2017. The present value for each of the accrued pension benefit fluctuates from year-to-year based on additional years of service, changes in compensation and increased age. In addition, such fluctuations may also occur due to the interest rate used to discount anticipated future payments so that when interest rates decrease for example, the present value associated with the underlying benefit may increase. The table below indicates the actuarial present value of the pension benefits accrued as of the close of the 2018 and 2017 fiscal years, respectively, by each named executive officer. For the 2018 fiscal year calculations, the discount rates applied were 4.16% for the Retirement Plan and 4.09% for the Executive Supplemental Retirement Plan ("SERP") and Cash Balance Executive Supplemental Retirement Plan ("Cash Balance SERP"). For the 2017 fiscal year calculations the discount rates applied were 3.52% for the Retirement Plan and 3.44% for the SERP and Cash Balance SERP. The mortality rate tables used for the 2018 fiscal year are described as follows: the RP-2014 Mortality Table basis adjusted to 2006, published by The Society of Actuaries, with projection scale MP-2018 Mortality Improvement Scale and for the 2017 fiscal year was the RP-2014 Mortality Table basis adjusted to 2006, published by The Society of Actuaries, with projection scale MP-2017 Mortality Improvement Scale. Messrs. Thornburg's and Lynch's Cash Balance SERP benefit is based on a contribution rate of 39% and 15%, respectively, of their quarterly compensation (as defined in the plan), offset by a portion of their accrued benefit under the Retirement Plan.



Actuarial Present Value of Retirement Benefits	Thornburg		Gere		Jensen		Lynch		Papazian
Accrued as of the close of the 2018 fiscal year	$	473,153	$	3,054,140	$	4,063,432	$	744,543	$	1,168,934
Accrued as of the close of the 2017 fiscal year	$	41,045	$	2,589,932	$	4,035,500	$	675,157	$	1,027,621
Change in Pension Value	$	432,108	$	464,208	$	27,932	$	69,386	$	141,313


(8)	Consists solely of the change in the actuarial present value of each named executive officer's accrued pension benefits recorded for each of the 2017 and 2016 fiscal years. For further information concerning the pension benefits, see the section entitled "Pension Benefits" which appears later in this proxy statement.

Grants of Plan-Based Awards

The following table provides certain summary information concerning each grant of an award made to a named executive officer in the 2018 fiscal year under a compensation plan:



Name	Grant Date	Date of Pre- Authori- zation	Potential Payouts Under Non-Equity Incentive Plan Awards (1)						Estimated Future Payouts Under Equity Incentive Plan Awards				All Other Stock Awards: Number of Shares of Stock or Units (#)(2)		Grant Date Value (3)
Name	Grant Date	Date of Pre- Authori- zation	Thre- shold ($)		Target ($)		Maxi- mum ($)		Thre- shold (#)	Target (#)	Maxi- mum (#)				Grant Date Value (3)
Eric W. Thornburg	—	—	$	175,000	$	350,000	$	525,000	—	—	—		—		—
	1/2/2018	10/24/2017	—		—		—		—	—	—		3,545	(4)	$	213,480
	1/30/2018	—	—		—		—		1,268	2,537	3,805	(5)	—		$	141,793
	1/30/2018	—	—		—		—		3,171	6,342	12,684	(6)	—		$	404,937
Andrew R. Gere	—	—	$	57,500	$	115,000	$	172,500	—	—	—		—		—
	1/2/2018	10/24/2017	—		—		—		—	—	—		1,285	(7)	$	77,383
	1/30/2018	—	—		—		—		413	827	1,240	(8)	—		$	47,983
	1/30/2018	—	—		—		—		276	552	828	(5)	—		$	30,851
Palle L. Jensen	—	—	$	48,500	$	97,000	$	145,500	—	—	—		—		—
	1/2/2018	10/24/2017	—		—		—		—	—	—		1,229	(7)	$	74,010
	1/30/2018	—	—		—		—		396	792	1,188	(8)	—		$	45,952
	1/30/2018	—	—		—		—		264	528	792	(5)	—		$	29,510
James P. Lynch	—	—	$	55,000	$	110,000	$	165,000	—	—	—		—		—
	1/2/2018	10/24/2017	—		—		—		—	—	—		1,403	(7)	$	84,489
	1/30/2018	—	—		—		—		452	904	1,356	(8)	—		$	52,450
	1/30/2018	—	—		—		—		301	603	904	(5)	—		$	33,702
Suzy Papazian	—	—	$	47,500	$	95,000	$	142,500	—	—	—		—		—
	1/2/2018	10/24/2017	—		—		—		—	—	—		1,253	(7)	$	75,456
	1/30/2018	—	—		—		—		403	807	1,210	(8)	—		$	46,822
	1/30/2018	—	—