AMENDED AND RESTATED DIRECTOR COMPENSATION AND
EXPENSE REIMBURSEMENT POLICIES
Effective as of October 9, 2019
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ROLE OF THE EXECUTIVE COMPENSATION COMMITTEE.
The SJW Group Board, through its Executive Compensation Committee, will review, or request management or outside consultants to review, appropriate compensation policies for the directors serving on the Board and its committees. This review may consider board compensation practices of other similar public companies, contributions to Board functions, service as committee chairs, and other appropriate factors.
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1. Annual Retainer.
SJW Group (SJW) shall pay the Chairman of its Board who is not employed by SJW or any of its subsidiaries (a Non-Employee Director) an annual retainer of $100,000.
SJW shall pay each of its other Non-Employee Directors an annual retainer of $66,500. SJW shall also pay an annual retainer of $15,000 to the SJW Audit Committee Chair, $10,000 to the SJW Executive Compensation Committee Chair and $7,500 to each of the other SJW Board Committee Chairs who are each Non-Employee Directors.
SJW shall pay its Lead Independent Director an additional annual retainer of $10,000.
No additional retainer shall be paid to a Non-Employee Director for serving on a subsidiary board, except that the special independent director who will serve on the board of SJW NE LLC (and will not be serving on the SJW Board) will receive an aggregate annual retainer of $30,000 for serving on such board and any other subsidiary boards.
2. Board and Committee Meetings Held In Person.
The meeting fees set forth in this section shall be paid to the Non-Employee Directors in connection with SJW Board and SJW Committee meetings held in person.
All Non-Employee Directors of SJW shall be paid $1,500 for each SJW Board or SJW Committee meeting attended in person, including the SJW strategic planning meeting.
In the event a Non-Employee Director attends an in-person SJW Board or SJW Committee meeting by telephone, he or she shall be entitled to receive the meeting fees set forth above in this section for the first meeting attended by telephone in a calendar year and half of such meeting fees for subsequent meetings attended by telephone in the same calendar year.