Essential Utilities (WTRG) Proxy Filing summary

Executive summary

• Additional proxy material addresses a negative ISS recommendation on executive compensation for 2024.

• The Board and Compensation Committee provide detailed rationale for compensation targets and practices.

• Shareholder engagement and responsiveness to feedback are emphasized.

Voting matters and shareholder proposals

• Proposal 2 seeks advisory approval of named executive officer compensation for 2024.

• ISS recommends voting against Proposal 2, while Glass Lewis recommends voting for it.

• The Board recommends shareholders vote FOR Proposal 2.

Executive compensation and say-on-pay

• 2024 incentive targets for certain metrics were set below 2023 actuals due to exceptional prior-year performance and long-term trends.

• CEO long-term incentive target value increased based on benchmarking and remains 100% performance-based.

• Forward-looking goals for performance-based stock units are not disclosed to avoid premature guidance and protect competitive position.

• Compensation aligns with peer companies and financial results.

• Over 93% of shareholders have approved say-on-pay votes since 2020.