Equity Plans

12 Months Ended

Dec. 31, 2019

Share-based Payment Arrangement [Abstract]

Common Stock

SJW Group has a Long-Term Stock Incentive Plan (the “Plan”), which has 1,800,000 shares of common stock reserved for issuance. The Plan was initially adopted by the Board of Directors on March 6, 2002. On January 30, 2013, the amended and restated Plan was adopted by the Board and became effective on April 24, 2013. The Plan was subsequently amended and the amended and restated Plan was adopted by the Board on July 29, 2015.

The Plan allows SJW Group to provide employees, non-employee Board members or the board of directors of any parent or subsidiary, consultants, and other independent advisors who provide services to the Company or any parent or subsidiary the opportunity to acquire an equity interest in SJW Group.

A participant in the Plan generally may not receive Plan awards covering an aggregate of more than 600,000 shares of common stock in any calendar year. Additionally, awards granted under the Plan may be conditioned upon the attainment of specified Company performance goals. The types of awards included in the Plan are restricted stock awards, restricted stock units, performance shares, or other share-based awards. In addition, shares are issued to employees under the Employee Stock Purchase Plan (“ESPP”) that was approved by SJW Group stockholders.

As of December 31, 2019, 2018 and 2017, 819,340, 793,811 and 628,546 shares have been issued pursuant to the Plan, and 174,764, 124,275 and 228,885 shares are issuable upon the exercise of outstanding restricted stock units and deferred restricted stock units for the years ended 2019, 2018 and 2017, respectively. The remaining shares available for issuance under the Plan are 805,896 as of December 31, 2019. The compensation costs charged to income is recognized on a straight-line basis over the requisite service period.

A summary of compensation costs charged to income and proceeds from the exercise of stock options and similar instruments, that are recorded to additional paid-in capital and common stock, by award type, are presented below for the years ended December 31:



	2019		2018	2017
Compensation costs charged to income:
ESPP	$	283	242	214
Restricted stock and deferred restricted stock	3,123		1,875	2,429
Total compensation costs charged to income	$	3,406	2,117	2,643
Proceeds from the exercise of stock options and similar instruments:
ESPP	1,603		1,371	1,215
Total proceeds from the exercise of stock options and similar instruments	$	1,603	1,371	1,215

Restricted Stock and Deferred Restricted Stock

Under SJW Group’s Amended and Restated Deferred Restricted Stock Program (the “Deferred Restricted Stock Program”), SJW Group granted deferred restricted stock units to non-employee Board members. This program was amended effective January 1, 2008. As a result of that amendment, no new awards of deferred restricted stock units will be made under the Deferred Restricted Stock Program with respect to Board service after December 31, 2007.

A summary of SJW Group’s restricted and deferred restricted stock awards under the Plan as of December 31, 2019, and changes during the year ended December 31, 2019, are presented below:



	Units		Weighted- Average Grant- Date Fair Value
Outstanding as of January 1, 2019	124,275		$	38.80
Issued	76,018		$	59.78
Exercised	(25,529	)	$	49.77
Forfeited or expired	—		$	—
Outstanding as of December 31, 2019	174,764		$	46.63
Shares vested as of December 31, 2019	81,611		$	31.12

A summary of the status of SJW Group’s nonvested restricted and deferred restricted stock awards under the Plan as of December 31, 2019, and changes during the year ended December 31, 2019, are presented below:



	Units		Weighted- Average Grant- Date Fair Value
Nonvested as of January 1, 2019	55,098		$	54.42
Granted	76,018		$	59.78
Vested	(37,963	)	$	59.27
Forfeited	—		$	—
Nonvested as of December 31, 2019	93,153		$	39.57

In connection with the merger with CTWS, SJW Group assumed outstanding awards of restricted stock units and deferred share units under the following stock plans: CTWS 2014 Performance Stock Program, CTWS 2004 Performance Stock Program and CTWS 1994 Performance Stock Program (collectively, the “CTWS Plan”); as of October 9, 2019 a total of 156,022 shares of SJW common stock have been reserved for issuance under the assumed awards. These assumed awards generally retain all of the rights, terms and conditions of the respective plans and award agreements under which they were originally granted. During the period October 9, 2019 to December 31, 2019, the CTWS Plan issued, exercised and forfeited 105,233, 23 and 2,279 of shares respectively, of restricted stock based awards and deferred restricted stock. As of December 31, 2019, approximately 102,931 shares of restricted stock based awards and deferred restricted stock were outstanding under the CTWS Plan that were assumed by SJW Group on October 9, 2019.

Total grant date fair value of restricted stock awards for all plans that were vested for the years ended 2019, 2018 and 2017 were $2,420, $1,913 and $2,775, respectively. As of December 31, 2019, the total unrecognized compensation costs related to restricted and deferred restricted stock plans amounted to $3,915. This cost is expected to be recognized over a weighted-average period of 1.84 years.

For the the years ended December 31, 2019, 2018 and 2017, 6,120, 52,629 and 15,390, respectively, of performance-based and market-based restricted stock awards were issued upon the attainment of certain performance metrics and service-based vesting under the Plan. Based upon actual attainment relative to the target performance metric, the number of shares issuable can range between 0% to 150% of the target number of shares for performance-based restricted stock awards, or between 0% and 200% of the target number of shares for market-based restricted stock awards. As of December 31, 2019, 7,676 performance-based and market-based restricted stock awards vested and 42,700 remained outstanding.

Dividend Equivalent Rights

Under the Plan, certain holders of restricted stock and deferred restricted stock awards may have the right to receive dividend equivalent rights (“DERs”) each time a dividend is paid on common stock after the grant date. Stock compensation on DERs is recognized as a liability and recorded against retained earnings on the date dividends are issued.

The Deferred Restricted Stock and Deferral Election Programs for non-employee Board members were amended effective January 1, 2008, to allow the DERs’ with respect to the deferred shares to remain in effect only through December 31, 2017. Accordingly, the last DERs’ conversion into deferred restricted stock units under such programs occurred on the first business day in January 2018. Previously, no such time limitation was placed in the Deferred Restricted Stock and Deferral Election Program.

Certain CTWS restricted stock awards and deferred restricted stock assumed under the merger agreement retained rights to receive DERs that will convert on SJW Group’ quarterly dividend payment dates.

As of December 31, 2019, 2018 and 2017, a cumulative of 81,231, 79,478 and 77,034 dividend equivalent rights were converted, since inception, to deferred restricted stock awards, respectively. For the years ended December 31, 2019, 2018 and 2017, $93, $97 and $139, respectively, related to dividend equivalent rights were recorded against retained earnings and were accrued as a liability.

Employee Stock Purchase Plan

The ESPP allows eligible employees to purchase shares of SJW Group’s common stock at 85% of the fair value of shares on the purchase date. Under the ESPP, employees can designate up to a maximum of 10% of their base compensation for the purchase of shares of common stock, subject to certain restrictions. A total of 400,000 shares of SJW Group’s common stock have been reserved for issuance under the ESPP.

As of December 31, 2019, the ESPP had ten purchase intervals since its inception. For the year ended December 31, 2019, 2018 and 2017, a total of 30,255, 25,907 and 27,743 shares, respectively, were issued under the ESPP. The plan has no look-back provisions. For the years ended December 31, 2019, 2018 and 2017, cash received from employees towards the ESPP amounted to $1,682, $1,523 and $1,282, respectively.

For the years ended December 31, 2019, 2018 and 2017, SJW Group’s recorded expenses were $294, $265 and $229, respectively, related to the ESPP.

The total unrecognized compensation costs related to the semi-annual offering period that ended January 31, 2020 for the ESPP is approximately $206. This cost is expected to be recognized during the first quarter of 2020.