Governance

In May 2024, Susan Story, the former CEO of American Water Works Company, Inc., rotated into the independent Lead Director role. In addition, in June 2024, the Board refreshed its committee structure following a holistic review of its committees’ responsibilities considering current governance trends, best practices, and evolving regulatory requirements.

As a result, the updated Nominating, Governance, and Sustainability Committee now oversees our performance as a sustainable company and responsible corporate citizen, including the company’s sustainability targets and reporting. The newly formed Safety, Technology, Nuclear, and Operations Committee enables the Board to obtain further insight into the company’s operations, including our generation facilities and transmission and distribution program, environmental and safety matters, and our cybersecurity program. The Audit Committee now oversees the implementation of policies with respect to risk assessment and risk management in addition to its responsibilities associated with compliance. The restructured Finance Committee continues to oversee the company’s financing activities and financial-related risks, including the company’s liquidity, capital structure, stock repurchase programs, energy trading activities, credit and market exposure, insurance coverage, and investor-relations program. The responsibility to oversee director compensation was transferred to the Compensation and Talent Development Committee along with its existing responsibilities for the company’s human-capital management and compensation programs.

As part of the committee refreshment, several members of our Board were rotated to different committees to provide fresh perspectives, align their expertise with the adjusted committee responsibilities, and balance time commitments among the directors. Together, these five committees assist the Board in its oversight of the company as we work to deliver compelling long-term value for shareholders, customers, and employees.

The Board directs our strategy and policies that address the various risks the company faces, including climate-related risk, and relies on management to execute them. Rigorous enterprise risk management processes are embedded throughout the company. We discuss our approach to risk management further in our filings with the U.S. Securities and Exchange Commission and our most recent Climate Report. For more information about our Board and its responsibilities, see our 2024 Proxy Statement and the Board Committees and Charters page opens in a new window on our website. We also recognize the risks that cyber and physical threats present to our company and our industry. To minimize those risks, we utilize “defense-in-depth” strategies to employ rigorous cyber and physical programs overseen by security professionals.