sjw-20250331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(A)

OF THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. )

Filed by the Registrant x

Filed by a Party other than the Registrant o

Check the appropriate box:


o	Preliminary Proxy Statement	o	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x	Definitive Proxy Statement
o	Definitive Additional Materials
o	Soliciting Material Under § 240.14a-12

SJW Group

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than Registrant)

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x	No fee required.
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Notice of Annual Meeting of Stockholders

April 1, 2025

To Our Stockholders:

Notice is hereby given that the 2025 Annual Meeting of Stockholders of SJW Group will be held on Wednesday, May 14, 2025 at 9:00 AM Eastern Time (the "Annual Meeting") at the offices of The Nasdaq Stock Market, Inc., 151 West 43rd Street, New York, New York 10036 for the following purposes, as more fully described in the Proxy Statement accompanying this Notice:


Company Proposals

1						To elect nine directors to serve on the Board of Directors of SJW Group;

2						To approve, on an advisory basis, the compensation of the named executive officers as disclosed in this Proxy Statement;

3						To ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of SJW Group for the fiscal year ending December 31, 2025; and

4						To act upon such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

The Board of Directors has set the close of business on Monday, March 24, 2025 as the record date for determining the stockholders entitled to notice of, and to vote at, the Annual Meeting and at any adjournment or postponement thereof.

You are cordially invited to attend the Annual Meeting in person. Your vote is important. Whether or not you plan to attend the Annual Meeting, please vote as soon as possible. You may vote by telephone, via the Internet or by mailing a completed proxy card. For detailed information regarding voting instructions, please refer to the section titled "Voting Procedure" on page 3 of the Proxy Statement. You may revoke a previously delivered proxy at any time prior to the Annual Meeting by following the procedures set forth in this Proxy Statement. If you attend the Annual Meeting and wish to change your proxy vote, you may do so during the Annual Meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 14, 2025: THE PROXY STATEMENT, THE FORM OF PROXY, AND THE ANNUAL REPORT FOR THE YEAR ENDED ON DECEMBER 31, 2024 ARE AVAILABLE AT https://www.astproxyportal.com/ast/13455.

Sincerely,

Eric W. Thornburg

President, Chief Executive Officer and

Chairman of the Board

TABLE OF CONTENTS


Page
PURPOSE OF MEETING			1

VOTING RIGHTS AND SOLICITATION			2
Voting			2
Quorum and Votes Required			2
Voting Procedure			3
Annual Meeting Attendance			4
Proxy Solicitation Costs			4
Electronic Availability of Proxy Statement and Annual Report			4

PROPOSAL 1 - ELECTION OF DIRECTORS			6
General			6
Key Experience, Qualifications, and Skills of Board Nominees			6
Directors			7
Recommendation of the Board			15
Director Independence			16
Nomination of Directors			16
CEO Transition			18
Board Leadership Structure			18
Board's Role in Risk Oversight			19
Board Committees			21
Evaluation of Board and Committee Performance			22
Communications with the Board			22
Code of Conduct			22

SEC Form DEF 14A filed by SJW Group