American Water Works Company (AWK) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 14, 2025, will be held virtually to maximize shareholder and employee participation.

• 2024 saw strong financial and operating results, with continued focus on regulated business growth, infrastructure investment, and operational efficiencies.

• CEO transition announced: M. Susan Hardwick to retire post-meeting, with John C. Griffith to assume the role of President and CEO.

• Company strategy centers on operational excellence, capital investment, and regulatory engagement, underpinned by core values of safety, trust, environmental leadership, and high performance.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of eight director nominees, (2) advisory approval of executive compensation, and (3) ratification of PricewaterhouseCoopers LLP as independent auditor for 2025.

• Board recommends voting FOR all proposals and nominees.

• Proxy access allows eligible shareholders to nominate directors under certain conditions.

Board of directors and corporate governance

• Board comprises eight independent directors and one executive; average tenure is six years, with 38% gender/racial diversity.

• Board succession planning is ongoing, with regular refreshment and director evaluations.

• Four standing committees: Audit, Finance and Risk; Executive Development and Compensation; Nominating/Corporate Governance; and Safety, Environmental, Technology and Operations.

• Board leadership structure features an independent chair and regular executive sessions.

• Code of Ethics and Anti-Corruption Policy apply to all directors, officers, and employees.