PAY VERSUS PERFORMANCE

The following table provides information showing the relationship during 2024, 2023, 2022, 2021 and 2020 between (1) executive compensation “actually paid” (as defined by SEC rule) to (a) each person serving as our principal executive officer, or PEO, and (b) all of our other NEOs on an average basis, and (2) the Company’s financial performance.



													Value of Initial Fixed $100
Year	Summary Compensation Table Total for PEO Serving at End of Year		Compensation Actually Paid to PEO Serving at End of Year(1)		Summary Compensation Table Total for Other PEO Serving During Year		Compensation Actually Paid to Other PEO Serving During Year(1)		Average Summary Compensation Table Total for Non-PEO NEOs		Average Compensation Actually Paid to Non-PEO NEOs(1)		Company TSR		Compensation Peer Group TSR (2)			Net Income (in millions)		EPS/ Adjusted EPS(3)
2024	$	8,580,730 (4)	$	7,829,705 (4)		N/A		N/A	$	2,957,990 (5)	$	2,438,759 (5)	$	96.48	$	121.95		$	1,051	$	5.32
2023	$	7,720,825 (4)	$	6,663,470 (4)		N/A		N/A	$	3,208,811 (5)	$	2,296,630 (5)	$	88.32	$	94.14	(6)	$	944	$	4.89
2022	$	6,720,753 (4)	$	6,550,865 (4)	$	1,522,833 (7)	$	544,611 (7)	$	2,826,346 (5)	$	2,788,422 (5)	$	130.03	$	106.97	(6)	$	820	$	4.50
2021	$	7,398,128 (7)	$	8,409,238 (7)		N/A		N/A	$	1,839,683 (5)	$	2,025,485 (5)	$	158.36	$	105.88		$	1,263	$	4.27
2020	$	5,675,833 (8)	$	7,196,530 (8)	$	4,072,322 (8)	$	10,040,238 (8)	$	1,715,619 (5)	$	1,986,287 (5)	$	126.88	$	91.15		$	709	$	3.91

(1)

The table below sets forth each of the amounts required by SEC rule to be deducted from and added to the amount of total compensation as reflected in the Summary Compensation Table, to calculate compensation actually paid. In computing these amounts with respect to PSUs, (i) total fair value (FV) as of

year-end

is based on the updated expected payout of the PSU using data through

year-end

(including as estimated through Monte Carlo simulations), and (ii) total FV as of the vesting date is based on the number of shares actually earned based on performance

.



	2024				2023				2022						2021				2020
Adjustments to Total Compensation, from Summary Compensation Table	PEO at End of Year		All Average NEOs		PEO at End of Year		All Average NEOs		PEO Serving at End of Year		Other PEO Serving During Year		All Average NEOs		PEO Serving at End of Year		All Average NEOs		PEO Serving at End of Year		Other PEO Serving During Year		All Average NEOs

Total Compensation, from Summary Compensation Table	$	8,580,730	$	2,957,990	$	7,720,825	$	3,208,811	$	6,720,753	$	1,522,833	$	2,826,346	$	7,398,128	$	1,839,683	$	5,675,833	$	4,072,322	$	1,715,619

Deduct grant date fair value of equity awards granted during the year	$	(4,881,557)	$	(1,151,400)	$	(4,654,564)	$	(1,191,531)	$	(4,067,077)	$	(290,791)	$	(1,352,217)	$	(3,999,969)	$	(689,695)	$	(2,543,912)	$	(3,499,895)	$	(530,355)

Add year-end FV of equity awards granted during year that are outstanding and unvested as of year-end	$	5,038,937	$	1,148,910	$	4,312,502	$	1,103,938	$	3,974,063	$	—	$	1,315,031	$	4,011,528	$	706,983	$	3,504,752	$	4,633,888	$	632,680

Add change in FV as of year-end of equity awards granted in prior years that are outstanding and unvested as of year-end	$	(796,584)	$	(161,524)	$	(705,528)	$	(238,561)	$	78,663	$	318,793	$	8,930	$	1,430,514	$	321,927	$	1,334,571	$	4,402,666	$	411,387

Add change in FV from end of the prior fiscal year to the vesting date for equity awards granted in prior years that vested during the year	$	(111,821)	$	(27,665)	$	(9,765)	$	870	$	(155,537)	$	(461,447)	$	(57,025)	$	116,792	$	23,821	$	156,075	$	431,257	$	32,566

Deduct FV at the end of the prior fiscal year for equity awards granted in prior years that were forfeited during the year	$	—	$	—	$	—	$	—	$	—	$	(1,041,948)	$	—	$	—	$	—	$	—	$	—	$	(92,035)

Deduct change in actuarial present value for all defined benefit and acturial pension plans	$	—	$	(360,504)	$	—	$	(624,104)	$	—	$	—	$	—	$	(1,017,097)	$	(226,613)	$	(1,191,466)	$	—	$	(203,161)

Add ASC 715 pension service cost attributable to services rendered in the year	$	—	$	32,952	$	—	$	37,207	$	—	$	497,171	$	47,357	$	469,342	$	49,379	$	260,677	$	—	$	19,586


Compensation Actually Paid (as defined by SEC rule)	$	7,829,705	$	2,438,759	$	6,663,470	$	2,296,630	$	6,550,865	$	544,611	$	2,788,422	$	8,409,238	$	2,025,485	$	7,196,530	$	10,040,238	$	1,986,287

(2)

The identity of the companies, and the analysis utilized by the ED&CC to review and approve changes, in the peer group for 2024, 2023, 2022, 2021 and 2020 are incorporated by reference from the descriptions contained in “—Compensation Discussion and Analysis—Compensation Determinations and Pay Competitiveness” in this proxy statement and in the corresponding sections of our 2024, 2023, 2022 and 2021 proxy statements. The peer groups for 2024, 2023 and 2022 were comprised of the same companies, except that UGI Corporation replaced Public Service Enterprise Group Incorporated, beginning with the 2023 peer group. The peer groups for 2021 and 2020 were comprised of the same companies as for 2022, except that MDU Resources Group, Inc., which had been included in the 2021 and 2020 peer groups, was replaced by Essential Utilities, Inc. in 2022.

(3)

This metric is the Company-Selected Measure, which in our assessment represents the most important financial performance measure that we use to link compensation “actually paid” (as defined by SEC rule) in 2024 to our NEOs. Adjusted EPS for 2024, 2023, 2022 and 2021 is a

non-GAAP

measure. See Part A of Appendix A for a reconciliation.

(4)	Ms. Hardwick has been serving as our PEO effective as of February 2, 2022.

(5)

The persons included as the other NEOs in this calculation for each year are: (i) for 2024, Mses. Kennedy, Norton and Mitchell, and Messrs. Bowler and Griffith; (ii) for 2023 and 2022, Mses. Kennedy and Norton, and James H. Gallegos and Mr. Griffith; (iii) for 2021, Mses. Kennedy, Hardwick and Norton, and Adam Noble and Michael A. Sgro; and (iv) for 2020, Ms. Hardwick, and Brian Chin, Bruce A. Hauk, Mr. Sgro and Loyd A. Warnock.

(6)

The cumulative TSR reported above for the Company’s peer group for (i) 2023 ($94.14) would have been $92.18 if the companies in the 2022 peer group had been used instead and (ii) 2022 ($106.97) would have been $106.63 if the companies in the 2021 peer group had been used instead. There were no peer group changes that impacted compensation for 2024, 2021 or 2020.

(7)	During 2021, Walter J. Lynch served as our PEO until his retirement on February 2, 2022.

(8)	Mr. Lynch was PEO as of December 31, 2020, after succeeding Susan N. Story as our PEO upon her retirement effective April 1, 2020.

Named Executive Officers, Footnote

(5)

The persons included as the other NEOs in this calculation for each year are: (i) for 2024, Mses. Kennedy, Norton and Mitchell, and Messrs. Bowler and Griffith; (ii) for 2023 and 2022, Mses. Kennedy and Norton, and James H. Gallegos and Mr. Griffith; (iii) for 2021, Mses. Kennedy, Hardwick and Norton, and Adam Noble and Michael A. Sgro; and (iv) for 2020, Ms. Hardwick, and Brian Chin, Bruce A. Hauk, Mr. Sgro and Loyd A. Warnock.

Adjustment To PEO Compensation, Footnote

(1)

The table below sets forth each of the amounts required by SEC rule to be deducted from and added to the amount of total compensation as reflected in the Summary Compensation Table, to calculate compensation actually paid. In computing these amounts with respect to PSUs, (i) total fair value (FV) as of

year-end

is based on the updated expected payout of the PSU using data through

year-end

(including as estimated through Monte Carlo simulations), and (ii) total FV as of the vesting date is based on the number of shares actually earned based on performance

.



	2024				2023				2022						2021				2020
Adjustments to Total Compensation, from Summary Compensation Table	PEO at End of Year		All Average NEOs		PEO at End of Year		All Average NEOs		PEO Serving at End of Year		Other PEO Serving During Year		All Average NEOs		PEO Serving at End of Year		All Average NEOs		PEO Serving at End of Year		Other PEO Serving During Year		All Average NEOs

Total Compensation, from Summary Compensation Table	$	8,580,730	$	2,957,990	$	7,720,825	$	3,208,811	$	6,720,753	$	1,522,833	$	2,826,346	$	7,398,128	$	1,839,683	$	5,675,833	$	4,072,322	$	1,715,619

Deduct grant date fair value of equity awards granted during the year	$	(4,881,557)	$	(1,151,400)	$	(4,654,564)	$	(1,191,531)	$	(4,067,077)	$	(290,791)	$	(1,352,217)	$	(3,999,969)	$	(689,695)	$	(2,543,912)	$	(3,499,895)	$	(530,355)

Add year-end FV of equity awards granted during year that are outstanding and unvested as of year-end	$	5,038,937	$	1,148,910	$	4,312,502	$	1,103,938	$	3,974,063	$	—	$	1,315,031	$	4,011,528	$	706,983	$	3,504,752	$	4,633,888	$	632,680

Add change in FV as of year-end of equity awards granted in prior years that are outstanding and unvested as of year-end	$	(796,584)	$	(161,524)	$	(705,528)	$	(238,561)	$	78,663	$	318,793	$	8,930	$	1,430,514	$	321,927	$	1,334,571	$	4,402,666	$	411,387

Add change in FV from end of the prior fiscal year to the vesting date for equity awards granted in prior years that vested during the year	$	(111,821)	$	(27,665)	$	(9,765)	$	870	$	(155,537)	$	(461,447)	$	(57,025)	$	116,792	$	23,821	$	156,075	$	431,257	$	32,566

Deduct FV at the end of the prior fiscal year for equity awards granted in prior years that were forfeited during the year	$	—	$	—	$	—	$	—	$	—	$	(1,041,948)	$	—	$	—	$	—	$	—	$	—	$	(92,035)

Deduct change in actuarial present value for all defined benefit and acturial pension plans	$	—	$	(360,504)	$	—	$	(624,104)	$	—	$	—	$	—	$	(1,017,097)	$	(226,613)	$	(1,191,466)	$	—	$	(203,161)

Add ASC 715 pension service cost attributable to services rendered in the year	$	—	$	32,952	$	—	$	37,207	$	—	$	497,171	$	47,357	$	469,342	$	49,379	$	260,677	$	—	$	19,586


Compensation Actually Paid (as defined by SEC rule)	$	7,829,705	$	2,438,759	$	6,663,470	$	2,296,630	$	6,550,865	$	544,611	$	2,788,422	$	8,409,238	$	2,025,485	$	7,196,530	$	10,040,238	$	1,986,287

Non-PEO NEO Average Compensation Actually Paid Amount

$ 2,438,759

2,296,630

2,788,422

2,025,485

1,986,287

Compensation Actually Paid vs. Total Shareholder Return

Compensation Actually Paid vs. Company Selected Measure

Tabular List, Table

The following is an unranked tabular list of the most important financial and

non-financial

measures that we use to link compensation “actually paid” (as defined by SEC rule and set forth above) to all of our NEOs during 2024 to our performance. The Company-Selected Measure is denoted with an asterisk.


Tabular List of Performance Measures
Financial		Non-Financial
EPS*		DART
EPS CAGR		Drinking Water Quality
Relative TSR		Customer Satisfaction
ROE

Peer Group Total Shareholder Return Amount

121.95

94.14

106.97

105.88

91.15

Company Selected Measure Amount

5.32

4.89

4.5

4.27

3.91