Business Context and Reporting Period
This Form 8-K filing by American Water Works Company, Inc. is dated February 20, 2013. The report discloses significant changes to the company's executive leadership, specifically the appointment of a new Chief Financial Officer and the transition of duties for the principal accounting officer.
Key Financial Metrics
The filing does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation and personnel changes.
Material Changes
The primary material change is the appointment of Susan N. Story as Senior Vice President and Chief Financial Officer, effective April 1, 2013. Concurrently, Ellen C. Wolf will cease serving as CFO on the same date, though she will remain employed to facilitate the transition. Additionally, Mark Chesla will assume the duties of principal accounting officer effective April 1, 2013.
Management Commentary and Compensation Details
Ms. Story's employment agreement includes the following compensation terms:
- Base Salary: $535,000 annually.
- Annual Incentive Plan (AIP): Target payout of 75% of base salary for 2013.
- Long-Term Incentive Plan: Target payout equal to 150% of base salary.
- Restricted Stock Units (RSUs): Grant of 37,500 RSUs vesting in equal one-third increments at 12, 18, and 24 months.
- Severance: In the event of termination without cause, Ms. Story is eligible for 12 months of salary continuation, COBRA benefits, and a pro rata AIP award.
Ms. Story brings over 30 years of experience with Southern Company, most recently serving as President and CEO of Southern Company Services since January 2011.
Investor Verification Checklist
- Confirm the effective date of the CFO transition (April 1, 2013).
- Verify the vesting schedule and total value of the 37,500 RSUs granted to Ms. Story.
- Review the specific terms of the "without cause" termination clause in the employment agreement.
- Monitor the transition period to ensure continuity in financial reporting under the new CFO and principal accounting officer.