Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(c) On February 18, 2021, American Water Works Company, Inc. (the “Company”) issued a press release announcing that Cheryl Norton has been unanimously appointed by the Board of Directors of the Company to serve as the Company’s Executive Vice President and Chief Operating Officer, effective March 1, 2021 and until the Company’s 2021 Annual Meeting of Shareholders and until her successor is elected and qualified or until her earlier death, resignation or removal. The date of this appointment was February 17, 2021.
Ms. Norton, 56, has over 30 years of employment with the Company and its subsidiaries in various roles, including operational leadership, environmental stewardship, laboratory management and research. She has been serving as the Company’s Senior Vice President, Chief Environmental Officer since March 1, 2020 and the Company’s Senior Vice President, Eastern Division and President of its New Jersey subsidiary since March 2019. Prior to that, Ms. Norton served as President of the Company’s Missouri subsidiary from November 2015 to March 2019, and President of its Kentucky subsidiary from January 2011 until November 2015.
Effective March 1, 2021, Ms. Norton will be entitled to receive an annual base salary of $500,000 per year, an Annual Performance Plan (“APP”) cash award opportunity equal to 75% of her annual base salary (at target) and 2021 Long-Term Performance Plan (“LTPP”) equity target awards of, in the aggregate, approximately 150% of her base salary. Ms. Norton’s LTPP awards granted beginning March 1, 2021 will have substantially similar terms as the LTPP awards granted by the Company to an executive serving in the chief operating officer role. Ms. Norton will continue to participate in the Company’s Executive Severance Policy, qualified pension plan and employee nonqualified deferred compensation plan, and she will continue to receive other benefits typically provided to senior executives of the Company at her level of employment.
Other than as described above, there are no arrangements or understandings between Ms. Norton and any other person pursuant to which she was appointed as an executive officer of the Company. Ms. Norton does not have any familial relationship with any director or other executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer. Ms. Norton does not have any direct or indirect material interest in any transaction in which the Company is or is to be a participant and which would require reporting under Item 404(a) of Regulation S-K.
A copy of the press release issued by the Company on February 18, 2021 in connection with the matters described in this Item 5.02(c) has been filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
(e) On February 16, 2021, based on the recommendation of its independent compensation consultant, the Executive Development and Compensation Committee of the Board of Directors (the “ED&CC”) unanimously approved increases in the compensation of Walter J. Lynch, President and Chief Executive Officer of the Company, effective February 16, 2021, to the following levels: annual base salary — $1,000,000; APP award opportunity (at target) — 110% of annual base salary; and 2021 LTPP equity target awards — approximately 400% of base salary in the aggregate. On February 17, 2021, based on the ED&CC’s recommendation, the independent members of the Board of Directors unanimously approved these recommendations.
Item 8.01. Other Events.
As part of the matters described above in response to Item 5.02, on February 17, 2021, the Board appointed Bruce A. Hauk, currently serving as the Company’s President, Regulated Operations and Military Services Group, to serve as Deputy Chief Operating Officer, effective as of March 1, 2020.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits to this Current Report have been provided herewith (as noted below):
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Exhibit No.
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Description
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99.1*
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104
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Cover Page Interactive Data File (the cover page XBRL tags are included and formatted as Inline XBRL).
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* Filed herewith.
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