DEF 14A of Consolidated Water Co. Ltd., Apr 17, 2025

DEF 14A of Consolidated Water Co. Ltd.

Filed Apr 17, 2025 · FY20240001104659-25-036048

Open on EDGAR

  1. Election of Directors

    Election of Directors The shareholders of the Company will vote on the election of eight directors at the Annual General Meeting. Each nominee listed below has consented to being named a nominee in this Proxy Statement and has agreed to serve as a director if elected at the Annual General Meeting. If, prior to the Annual General Meeting, a nominee should become unavailable to serve, the proxies in such nominee’s favor will be void. The Board of Directors knows of no reason to anticipate that this will occur. All eight directors will stand for reelection at the 2025 Annual General Meeting. The affirmative vote of the holders of a majority of the Shares cast is required to elect each director. Abstentions and “broker non-votes” are not treated as votes cast and, therefore, will not affect the outcome of the vote. Unless a shareholder specifies otherwise on the accompanying proxy, its shares will be voted “FOR ALL” nominees listed below. THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE “FOR ALL” IN THE ELECTION OF THE NOMINEES LISTED BELOW. Linda Beidler-D’Aguilar, age 62, has been a director of our Company since November 2018. Ms. Beidler-D’Aguilar retired from the active practice of law in April 2023; and she has lived and worked in The Bahamas since 1991. From July 2015 to April 2023, she was a partner and head of the financial services practice at Glinton Sweeting O’Brien, a full-service boutique law firm located in Nassau, Bahamas, which specializes in financial services, corporate advisory services, securitization, real estate and resort development, and commercial litigation. From January 2005 to July 2015, Ms. Beidler-D’Aguilar was a partner at Graham Thompson, a law firm located in The Bahamas and Turks & Caicos specializing in trust and estate planning, commercial matters, civil litigation, family law, securitization, employment and immigration matters. Prior to joining Graham Thompson, Ms. Beidler-D’Aguilar worked briefly at another local law firm, before which she served as Vice President — Legal & Trademark, overseeing global intellectual property and domestic legal matters at Bacardi & Company Limited for almost nine years. Previously she was employed by two major trust companies in The Bahamas. Before moving to The Bahamas, Ms. Beidler-D’Aguilar practiced law in the United States. Upon her retirement, Ms. Beidler-D’Aguilar was given a Lifetime Achievement Award by the Bahamas Financial Services Board in recognition of her many years of dedicated support of the financial services industry in The Bahamas, including legislative drafting, public speaking and authorship of numerous articles for publication around the world. Ms. Beidler-D’Aguilar was selected to serve as a member of our Board of Directors because of her nearly 30 years of experience as an attorney, her legal, business and financial knowledge acquired during that period and her knowledge of, and business contacts in, the Caribbean. Brian E. Butler, age 75, has been a director of our Company since 1983. Mr. Butler, a full-time resident of the Cayman Islands, has since 1977 directed a consortium of property development companies presented under the Butler name specializing in luxury resort projects in the Cayman Islands, the Turks and Caicos Islands, and British Columbia, Canada. Mr. Butler was selected to serve as a member of our Board of Directors because of his more than 55 years of experience as a property developer (over 47 of those years in the Caribbean), his business and financial knowledge acquired during that period and his knowledge of, and business contacts in, the Cayman Islands. Carson K. Ebanks, age 69, became the Cayman Islands government-nominated director of our Company in May 2001. Mr. Ebanks was the Director of Planning for the Cayman Islands from 1991 to 1997. He served the Cayman Islands Government as a Chief Officer beginning in 1997, and, when he retired in November 2011, he was Chief Officer for the Ministry of Finance, Tourism and Development. Mr. Ebanks is a Justice of the Peace, a Fellow of the Royal Geographic Society and a member of the Most Excellent Order of the British Empire. He holds a Bachelor of Environmental Studies (Hons. Urban and Regional Planning — Peace and Conflict Studies Minor) from the University of Waterloo and a Master of Arts — Planning in Community and Regional Planning from the University of British Columbia. He is a trustee of the National Gallery of the Cayman Islands and is the Secretary General of the Cayman Islands Olympic Committee. Mr. Ebanks is also the President of the Cayman Islands National Karate-Do Association. Mr. Ebanks has served on the Boards of the Trustee of Cayman Islands National Museum, the Cayman Islands Airports Authority, the Cayman Islands Port Authority, Cayman Islands Turtle Farm, Cayman Islands Airways, the Cayman Islands Civil Service Co-operative Credit Union, the Housing Development Corporation, the Water Authority — Cayman and the National Roads Authority. Mr. Ebanks, who was nominated to serve on our Board of Directors by the Cayman Islands government, was selected to serve as a member of our Board of Directors because of his knowledge of government affairs, his contacts within the Cayman Islands government and his experience in the water industry. Clarence B. Flowers, Jr., age 69, has been a director of our Company since 1991. Mr. Flowers is, and has been since 1985, the principal of Orchid Development Company, a real estate developer in the Cayman Islands. Mr. Flowers also serves as a director of C.L. Flowers & Sons, which is the largest manufacturer of wall systems in the Cayman Islands, and Cayman National Bank, a retail bank. Mr. Flowers was selected to serve as a member of our Board of Directors because of his more than 40 years of experience in the construction industry as a real estate developer in the Cayman Islands. Frederick W. McTaggart, age 62, has been a director of our Company since 1998, the Company’s President since October 2000 and its Chief Executive Officer since January 1, 2004. Mr. McTaggart served as Chief Financial Officer of the Company from February 2001 to January 1, 2004. From April 1994 to October 2000, Mr. McTaggart was the Managing Director of the Water Authority — Cayman, the government-owned water utility serving certain areas of the Cayman Islands. From March 1987 to April 1994, he held the positions of Deputy Director and Operations Engineer with the Water Authority — Cayman. He received his B.S. degree in Building Construction from the Georgia Institute of Technology in 1985. Mr. McTaggart was selected to serve as a member of our Board of Directors because of his extensive technical and managerial experience in the water industry, and his knowledge and managerial experience within both public and private sector water utilities.

  2. Election of Directors

    Wilmer F. Pergande, age 85, has been a director of our Company since 1978 and Chairman since 2009. He has more than 55 years of management, sales, manufacturing and engineering experience in the desalination and chemical processing industries. Mr. Pergande is the principal of WF Pergande Consulting LLC and currently provides consulting engineering services to the marine industry, for metallurgy, fluid dynamics, heat transfer and aqueous chemical solutions separation technologies. He retired in 2006 as the Global Leader for Desalination and Chemical Process Equipment for GE Infrastructure, Water and Process Technologies, which he held since 2002. Mr. Pergande previously held the position of Vice President of Special Projects of Osmonics Inc. and Chief Executive Officer of the desalination subsidiary of Osmonics Inc., a publicly traded water treatment and purification company, until its acquisition by General Electric Co. Before joining Osmonics, Mr. Pergande was the Chief Executive Officer of Licon International Inc., a publicly traded manufacturer of liquid chemical separation, purification and processing equipment. Previously, Mr. Pergande was the President of Mechanical Equipment Company Inc. (MECO) for 14 years and held engineering, sales and executive managerial positions with AquaChem Inc., a subsidiary of Coca Cola Co. at the time, both companies being manufacturers of seawater desalination equipment. He has a bachelor’s degree in mechanical engineering from Marquette University and Post Graduate Studies in Chemical Engineering, Metallurgy, Heat Transfer and Business Management from Marquette University and the University of Wisconsin. Mr. Pergande served three terms as Director of the International Desalination Association, in which he held the positions of Treasurer and Secretary. He is a Member of Five Technical Societies related to the business and has presented numerous technical papers at society meetings. Mr. Pergande was selected to serve as a member of our Board of Directors because of his management and engineering experience in the desalination industry, and for his management, engineering, sales and marketing skills. Leonard J. Sokolow, age 68, has been a director of our Company since June 1, 2006. Since September 2023, Mr. Sokolow has served as Co-Chief Executive Officer of SKYX Platforms Corp. (Nasdaq: SKYX). He has served as an independent director and Chairman of the Audit Committee of SKYX Platforms from 2015 to February 2022 and continues to serve as a board member of that company and a member of its Corporate Development Committee. From December 2021 to May 2024, Mr. Sokolow served as a member of the Board of Directors and a member of the Audit Committee of Agrify Corporation (Nasdaq: AGFY). From 2015 to August 2023, Mr. Sokolow served as Chief Executive Officer and President of Newbridge Financial, Inc., a financial services holding company. From 2015 to July 2023 Mr. Sokolow served as Chairman of Newbridge Securities Corporation, Newbridge Financial, Inc.’s full-service broker-dealer. From August 2022 to August 2023, Mr. Sokolow served as CEO of Newbridge Securities Corporation and Newbridge Financial Services Group, Inc., Newbridge Financial, Inc.’s, full-service registered investment adviser. From November 1999 until July 2008, Mr. Sokolow was the Chief Executive Officer and a member of the Board of Directors, of vFinance Inc., a publicly traded financial services company he co-founded. He also served as its Chairman from January 2007 until July 2008, when it merged into National Holdings Corporation, a publicly traded financial services company. From July 2008 until July 2013, Mr. Sokolow was President of National Holdings Corporation, and from July 2008 until July 2014 he was Vice-Chairman of the Board of Directors of National Holdings Corporation. From July 2013 until December 2014, Mr. Sokolow was a consultant and partner at Caribou LLC, a strategic advisory services firm. Mr. Sokolow was a Founder, Chairman, and Chief Executive Officer of the Americas Growth Fund, Inc., a closed-end 1940 Act management investment company, from 1994 to 1998. From 1988 until 1993, Mr. Sokolow was an Executive Vice President and the General Counsel of Applica Inc., a publicly traded appliance marketing and distribution company. From 1982 until 1988, Mr. Sokolow practiced corporate, securities, and tax law and was one of the founding attorneys and a partner of an international boutique law firm. From 1980 until 1982, he worked as a Certified Public Accountant for Ernst & Young and KPMG Peat Marwick. Since June 2020, he has served as a member of the Board of Directors of Vivos Therapeutics, Inc. (Nasdaq: VVOS), Chairman of its Audit Committee, and a member of its Nominations and Corporate Governance Committee. Mr. Sokolow was selected to serve as a member of our Board of Directors because of his experience as a director and principal executive officer, his legal, accounting, auditing and consulting background, and his qualifications to serve as our “audit committee financial expert.” Raymond Whittaker, age 71, has served as a director of our Company since 1988. Mr. Whittaker was the Managing Director of TransOcean Bank & Trust Ltd., a bank and trust company located in the Cayman Islands and a subsidiary of Johnson International Inc., a bank holding company located in Racine, Wisconsin from 1984 to December 2000. He is now the principal of his own company and management firm, FCM Ltd. On August 25, 2014, Mr. Whittaker was recognized as a Governance Fellow by the National Association of Corporate Directors (“NACD”) upon completion of NACD’s Governance Program and in recognition of an ongoing commitment to exemplary board leadership. Mr. Whittaker continues to participate in various NACD programs. Mr. Whittaker was selected to serve as a member of our Board of Directors because of his management, financial and banking experience.

  3. Executive Compensation and Corporate Governance Highlights

    | Executive Compensation | | Corporate Governance Highlights | | | ☒ | Short-term incentive compensation plan that specifies Company and individual performance goals, providing greater transparency for investors | ☒ | Clawback policy that applies to executive incentive awards | | ☒ | Strong relationship between corporate performance and executive compensation through the short-term compensation plan | ☒ | Company stock may not be hedged or pledged by directors or officers | | ☒ | Long-term compensation plan specifies three-year performance goals | ☒ | More than 40% of director compensation is comprised of Company stock | | ☒ | 50% of the target long-term incentive compensation opportunity for the CEO, CFO and COO is based on Company performance | ☒ | Independent Board Chairman | | ☒ | Peer group includes companies with similar business models and comparable industries | | |

  4. Overview of 2024 Executive Compensation Program

    | Type | Component | Objective | | Performance-Based Compensation | Long-Term Incentive Awards | • Align the compensation of executives with the financial and operational performance of the Company and the value delivered to shareholders over the longer term. | | | | • Reward for increases in stock price over the longer term. | | | | • Provide strong retention value to executives in the service of the Company over the longer term and keep executives focused on the delivery of financial and operational performance and increases in shareholder value. |

  5. Overview of 2024 Executive Compensation Program

    | Type | Component | Objective | | | Annual Cash Incentive Awards | • Align the compensation of executives with the annual financial and operational performance of the Company and its achievement of annual revenue, gross profit margin and net income objectives. | | Fixed Compensation | Base Salary | • Provide a competitive fixed payment to the executive for their service to the Company, set at a level that allows the Company to attract and retain top talent. | | | Benefits & Perquisites | • Provide benefits that are competitive and enable the Company to attract and retain top executive talent. |

  6. Pay Ratio Disclosure

    Pay Ratio Disclosure The Committee believes that the compensation of our executive officers should be internally consistent and equitable in order to motivate our employees to seek to create value for our shareholders. As required by applicable SEC rules, we calculated the ratio of the median of the annual total compensation of all of our employees, except our principal executive officer, and the annual total compensation of our principal executive officer. To develop this ratio, we first identified all of our employees as of December 31, 2024. This included full-time, part-time, seasonal and temporary employees, but did not include independent contractors or workers who were employed by, and whose compensation was determined by, unaffiliated third parties with whom we contracted for such services. We then prepared a list of all such employees in order of gross compensation, excluding overtime, bonus, car allowance or other incentives to determine our median employee. Once the median employee was identified, we calculated the median employee’s annual total compensation in the same manner as we calculated “Total Compensation” for our named executive officers in the Summary Compensation Table in the “Additional Information Regarding Executive Compensation” section included in this Proxy Statement. We calculated the annual total compensation of our principal executive officer by taking the “Total Compensation” set forth in the Summary Compensation Table for Frederick W. McTaggart, our principal executive officer. Based on these calculations, we estimate that the median of the annual total compensation of all of our employees except our principal executive officer for 2024 was $81,607, and we estimate that our principal executive officer’s annual total compensation for 2024 was $1,462,458. Thus, the ratio of the estimated 2024 annual total compensation of our principal executive officer to the estimated median of the annual total compensation in 2024 of all of our employees other than our principal executive officer was 18:1. We believe this ratio is a reasonable estimate that was calculated in accordance with SEC rules.

  7. Compensation Philosophy and Objectives

    Compensation Philosophy and Objectives The Committee believes that compensation paid to our Named Executive Officers should be directly aligned with our performance, and that compensation generally should be structured to ensure that a significant portion of our Named Executives Officers’ compensation opportunities are directly related to achievement of our financial and operational goals. These goals include meeting revenue, and profitability targets, securing new business and keeping current on the industry’s engineering advances in seawater conversion technology, all of which impact shareholder value. The Committee evaluates both performance and compensation to ensure that we maintain our ability to attract and retain highly skilled and motivated employees in key positions and that the compensation provided to key employees remains competitive relative to our Peer Companies (identified later). The Committee believes executives at peer companies typically receive a base salary, an annual bonus and equity-based compensation, with top executives (e.g., chief executive officers, chief financial officers and chief operating officers) also receiving severance payments and, at times, payments upon a change in control. Accordingly, for 2024, the Committee determined that the compensation packages that we provided to our executives, including our Named Executive Officers, should include a mix of base salary and incentive-based cash compensation, and varying levels of severance payments, with our Chief Financial Officer and Chief Operating Officer also receiving severance payments upon a change in control. Additionally, all executive officers are eligible to receive long-term equity compensation consisting of shares of our Ordinary Shares earned over time and earned upon the satisfaction of long-term Company performance goals.

  8. Setting Executive Compensation

    Setting Executive Compensation Based on the foregoing philosophy and objectives, the Committee has structured our Named Executive Officers’ base salary and incentive-based compensation to motivate executives to achieve our business goals and reward them for achieving those goals. In setting the base salaries in the employment agreements of our Named Executive Officers, the Committee determined the approximate total average annual cash compensation paid to executives performing similar functions at our Peer Companies. In determining and considering adjustments to the base salaries in the employment agreements of our Executive Vice President of Business Development and our Vice Presidents (including our Vice President of Finance), our Chief Executive Officer reviewed the average annual salaries paid to executives with similar levels of responsibility within our Peer Companies and gave his recommendation to the Committee. The Committee compared the suggested annual base salary for our Executive Vice President of Business Development and each of our Vice Presidents to the annual base salaries paid to executives performing similar functions at comparable companies. Given that the suggested annual base salaries for our Executive Vice President of Business Develop and our Vice Presidents were substantially similar to that paid to executives within the Peer Companies, the Committee approved the salaries recommended by our Chief Executive Officer. A significant amount of the total compensation paid to our Named Executive Officers is allocated to incentive-based compensation, as a result of the philosophy and objectives mentioned previously. In 2024, in furtherance of our compensation philosophy and objectives, the Committee engaged Frederic W. Cook & Co., Inc. (“FW Cook”), an outside executive compensation consulting firm determined to be independent by the Committee, to conduct a review of, and recommend changes to, our compensation program for our executive officers and directors. FW Cook provided the Committee with assistance and advice in the review of our compensation elements, including base salary, target total cash compensation, long-term incentives, and target total direct compensation, and other related executive and director compensation issues. In addition, FW Cook provided advice regarding the competitiveness and reasonableness of our compensation programs, as well as to update the group of companies that constitute our Peer Companies. FW Cook provided similar services to the Committee in 2023. FW Cook did not provide any services to us in 2024 or 2023 other than its services as the Committee’s independent compensation consultant, and FW Cook did not receive any fees or compensation from us in 2024 or 2023 other than the fee it received as the independent compensation consultant. FW Cook did not provide any services to us in 2022. The Committee confirmed that FW Cook’s work for the Committee did not create any conflicts of interest.

  9. 2024 Peer Companies

    2024 Peer Companies In 2024, the Committee, with the assistance of FW Cook, determined our peer group (our “Peer Companies”) to include 12 comparably sized companies identified below. These 12 companies constituted our 2024 peer group. Our Peer Companies generally fall within the following parameters for 2024: • 0.1 times to 4.3 times our revenue; • 0.4 times to 4.3 times our market capitalization; and • 0.2 times to 8.0 times our earnings before interest, taxes, depreciation, and amortization (“EBITDA”).

  10. 2024 Peer Companies

    | Peer Companies | | | Artesian Resources Corporation | Caribbean Utilities Company, Ltd. | | Chesapeake Utilities Corp. | Energy Recovery Inc. | | Genie Energy Ltd. | Global Water Resources Inc. | | Middlesex Water Company | Pure Cycle Corporation | | RGC Resources Inc. | SJW Group York Water Company | | Unitil Corp. | York Water Company |

  11. 2024 Peer Companies

    The assessment provided by FW Cook included comparative compensation information for executive officers at our Peer Companies that was used for our executive compensation benchmarking and performance benchmarking. We believe that this peer group provides a valid benchmark comparison to our Company.

  12. 2024 Peer Companies

    | Metric | Peer Median* | CWCO* | CWCO Percentile Rank | | Revenue | $139,500 | $155,000 | 53% | | Market Capitalization | $564,000 | $521,000 | 45% | | EBITDA | $51,000 | $34,000 | 33% |

  13. 2024 Peer Companies

    Data as of January 15, 2024 ($ in thousands). Based upon FW Cook’s 2024 report and analysis, our Board of Directors and the Committee have concluded that our compensation plans for 2024 are comparable to the compensation paid by our Peer Companies.

  14. Short-Term Incentive Compensation

    Short-Term Incentive Compensation All of our executive officers were eligible to earn annual incentive compensation in the form of a cash bonus in 2024. The annual incentive compensation is performance based, with payout of these awards tied to the Company’s achievement of specific yearly net income, revenue and gross profit margin performance objectives for continuing operations, as well as individual performance for the year to the extent discussed below. Incentive awards for our executive officers for 2024 were determined using three corporate performance measures and targets established for each measure. Such incentive-based compensation was structured to provide for a range of payouts corresponding to a range of Company performance outcomes against the performance measures. Our executive officers were eligible to earn varying amounts of incentive compensation for 2024 based upon the Company’s achievement of the (1) minimum threshold, (2) target or (3) upper limit that was set for each of the short-term performance measures. The following table sets forth the range of percentages of base salary each executive officer was eligible to receive as incentive compensation based upon the relative achievement of each of these amounts:

  15. Short-Term Incentive Compensation

    | Named Executive Officer | Below Threshold | Threshold | Target | Maximum | | Frederick W. McTaggart Chief Executive Officer | 0% | 35% | 70% | 110% | | David W. Sasnett Executive VP & Chief Financial Officer | 0% | 15% | 30% | 47% | | Ramjeet Jerrybandan Chief Operating Officer | 0% | 15% | 30% | 49% | | Brent A. Brodie(1) Executive Vice President of Business Development | 0% | 15% | 30% | 47% | | Douglas R. Vizzini, Vice President of Finance | 0% | 10% | 20% | 31% |

  16. Short-Term Incentive Compensation

    (1) Although Mr. Brodie was a “named executive officer” (as defined in Item 402 of Regulation S-K) as of the end the last completed fiscal year, he voluntarily resigned as of February 11, 2025. The Committee established the 2024 corporate performance measures for the Company based on the 2024 financial performance estimates approved by the Company’s Board and the Company’s historical performance. Setting performance measures involves both selecting the performance metrics that will be used to drive short-term business performance and establishing the performance targets for each of those metrics. The 2024 annual bonus for each Named Executive Officer was calculated by the Board of Directors based upon its assessment of the Company’s performance in the areas set forth in the table below, with a weighting assigned to each factor for each of the Named Executive Officers noted. The Committee set the corporate performance goals at levels it believed require strong performance for a target payout and superior performance for an upper payout. The three corporate performance criteria, and the respective weighting assigned to each for our Named Executive Officers, are set forth in the table below.

  17. Short-Term Incentive Compensation

    | | Weighting of Short-Term Performance Measures | | | | | | Net Income(1) | Revenue(2) | Gross Profit Margin(3) | Individual | | Frederick W. McTaggart Chief Executive Officer | 40% | 35% | 15% | 10% | | David W. Sasnett Executive VP & Chief Financial Officer | 45% | 35% | 10% | 10% | | Ramjeet Jerrybandan Chief Operating Officer | 30% | 20% | 40% | 10% | | Brent A. Brodie Executive Vice President of Business Development | 40% | 35% | 15% | 10% | | Douglas R. Vizzini, Vice President of Finance | 45% | 35% | 10% | 10% |

  18. Short-Term Incentive Compensation

    The net income target was based upon the Company’s projection of net income from continuing operations for 2024 excluding accrued employee bonuses and as adjusted for certain components of net income that are not directly affected by management’s performance. (2) The revenue target was based upon the Company’s projected “adjusted revenue,” defined as projected revenue for 2024 adjusted to exclude pass-through energy charges for 2024. (3) The gross profit margin target was based upon the Company’s projected “gross profit margin” for 2024. Gross profit margin is defined as gross profit divided by revenue. The Committee selected these performance measures to capture the most important aspects of the financial performance of the Company and short-term corporate goals. The Committee sets the relative weighting among the performance measures for each of the Named Executive Officers in accordance with the relative importance of those measures, in the Committee’s view, to the Company’s performance, the strength of the Company’s business and the Named Executive Officers’ ability to drive results with respect to these measures. The relative percentages of the threshold and upper performance amounts to the target amount, the 2024 target amounts, the Company’s 2024 performance and the relative percentage of the Company’s 2024 performance to the target amount with respect to each measure, are set forth in the table below.

  19. Short-Term Incentive Compensation

    | Performance Measure | Threshold Percentage to Target Amount | Target Percentage to Target Amount | Upper Percentage to Target Amount | 2024 Target | Company’s 2024 Results | Company’s 2024 Results Percentage to Target Amount | | Net Income | 75% | 100% | 125% | $11,995,397 | $20,404,010 | 170.10% | | Revenue | 90% | 100% | 110% | $104,435,301 | $115,370,773 | 110.47% | | Gross Profit Margin | 90% | 100% | 110% | 29.95% | 34.06% | 113.72% |

  20. Short-Term Incentive Compensation

    The impact of the Company’s 2024 performance with respect to each of the performance measures on the 2024 short-term incentive bonus for each Named Executive Officer, based upon the relative weightings assigned to these performance measures for each Executive, is as follows:

  21. Short-Term Incentive Compensation

    | Performance Measure | Frederick W. McTaggart | David W. Sasnett | Ramjeet Jerrybandan | Brent A. Brodie | Douglas R. Vizzini | | Net Income | 60% | 68% | 45% | 60% | 68% | | Revenue | 56% | 56% | 32% | 56% | 56% | | Gross Profit Margin | 26% | 18% | 70% | 26% | 18% | | Individual Goals | 10% | 10% | 10% | 0% | 10% | | Total percentage of target amounts achieved | 152% | 152% | 157% | 142% | 152% |

  22. Short-Term Incentive Compensation

    | Performance Measure | Frederick W. McTaggart | David W. Sasnett | Ramjeet Jerrybandan | Brent A. Brodie | Douglas R. Vizzini | | Incentive compensation payable assuming target amounts were achieved | $393,593 | $128,261 | $128,870 | $86,814 | $59,305 | | Incentive compensation earned for 2024 | $599,245 | $193,673 | $202,326 | $123,493 | $100,000 | | Incentive compensation as a percentage of base salary | 107% | 45% | 47% | 43% | 34% |

  23. Short-Term Incentive Compensation

    The Board has the discretion to pay our Chief Executive Officer a bonus in addition to the bonus amount payable under our short-term incentive compensation plan if it determines the executive’s accomplishments during the year merited such additional compensation. No such additional discretionary bonus was paid for 2024. Our Chief Executive Officer has the discretion to pay our executive officers a bonus in addition to the bonus amount payable under our short-term incentive compensation plan if he determines the executive’s accomplishments during the year merited such additional compensation. An additional discretionary bonus of $10,449 was paid to our Vice President of Finance for 2024.

  24. Long-Term Incentive Compensation

    Long-Term Incentive Compensation All our executive officers are eligible to earn annual incentive compensation in the form of grants of Ordinary Shares that vest in the future. This long-term component of the Company’s incentive compensation program is designed to better align the interests of our executive officers with those of our shareholders. Under the long-term incentive compensation plan, all executive officers participate in the plan with the same measures and weights, but at different levels of opportunity. The plan includes a combination of performance based and time vesting grants of Ordinary Shares. Effective in 2024, on January 1 of each year all our executive officers are granted rights to receive a number of Ordinary Shares in the future under our long-term incentive compensation plan. The aggregate number of shares each executive is eligible to receive is initially based upon the following formula (the “Long-Term Share Formula”), and subsequently adjusted based upon the Company’s actual performance relative to its long-term performance measures:

  25. Long-Term Incentive Compensation

    | Number of Shares = | Base Salary as of January 1X | Applicable Bonus Percentage | | | Company Share Price as of December 31 of prior year | |

  26. Long-Term Incentive Compensation

    Of the number of shares calculated under the Long-Term Share Formula, 50% consist of grants that vest in equal 1/3 increments on each January 1 in the three-year period following the grant date, assuming the executive officer remains employed by the Company on the vesting date. The remaining 50% of the shares calculated under the Long-Term Share Formula constitute performance-based grants, as the executive’s receipt of the shares under these grants is dependent upon the Company’s cumulative financial performance over a three-year period relative to various performance measures. The number of performance-based shares the executive ultimately receives will be equal to 50% of the number of shares calculated under the Long-Term Share Formula if the Company’s performance equals the target amount for each of the long-term performance measures. Such number of shares will be adjusted downward or upward based upon the achievement of minimum threshold and upper amounts for each performance measure. The following sets forth the number of Ordinary Shares underlying grants made to each named executive officer on January 1, 2024 under the Long-Term Share Formula based upon the closing pricing of $35.60 for the Company’s stock on December 31, 2023.

  27. Long-Term Incentive Compensation

    | | Bonus % | Number of Shares Granted | | | | | Time Vesting(1) | Performance Based(2) | | Frederick W. McTaggart Chief Executive Officer | 50% | 3,949 | 3,949 | | David W. Sasnett Executive VP & Chief Financial Officer | 30% | 1,802 | 1,802 | | Ramjeet Jerrybandan Chief Operating Officer | 30% | 1,810 | 1,810 | | Brent A. Brodie(3) Executive Vice President of Business Development | 25% | 1,016 | 1,016 | | Douglas R. Vizzini, Vice President of Finance | 10% | 833 | — |

  28. Long-Term Incentive Compensation

    Of these shares, 1/3 vested on December 31, 2024 and the remainder vest in equal increments on December 31, 2025 and 2026. (2) Represents the number of shares that may be earned by the executive assuming achievement of the three-year cumulative financial performance target amounts established by the Board for the three-year period ending December 31, 2026. The actual number of shares earned may equal these amounts, or may be greater or lesser than these amounts, based upon the financial performance of the Company relative to the long-term financial performance measures. The number of shares each executive officer is eligible to receive upon the relative achievement of each of the (1) minimum threshold, (2) target or (3) upper amount is shown later. (3) Although Mr. Brodie was a “named executive officer” (as defined in Item 402 of Regulation S-K) as of the end the last completed fiscal year, he voluntarily resigned as of February 11, 2025. The long-term performance measures selected by the Board of Directors and the specific rationale for selecting each measure are set forth below: 1. Three-Year Cumulative Operating Cash Flows — The Board selected this measure because it is important for us to continue to generate positive cash flows to pay dividends and to fund future expansion. 2. Three-Year Cumulative Earnings Per Share — This measure encourages increasing profits on a per-share basis, which reflects an increase in value for our shareholders. 3. Three-Year Cumulative Revenue (excluding pass-through energy charges) — This measure accounts for additions to revenue from the new projects and organic growth from our existing business operations. The respective weightings assigned to each long-term performance measure for our Named Executive Officers, are set forth in the table below.

  29. Long-Term Incentive Compensation

    | | Weighting of Long-Term Performance Measures | | | | | Three-Year Cumulative Operating Cash Flow | Three-Year Cumulative Earnings Per Share | Three-Year Cumulative Revenue | | Frederick W. McTaggart Chief Executive Officer | 20% | 40% | 40% | | David W. Sasnett Executive VP & Chief Financial Officer | 20% | 40% | 40% | | Ramjeet Jerrybandan Chief Operating Officer | 20% | 40% | 40% | | Brent A. Brodie Executive Vice President of Business Development | 20% | 40% | 40% | | Douglas R. Vizzini, Vice President of Finance | —% | —% | —% |

  30. Long-Term Incentive Compensation

    Under our long-term incentive compensation plan our executive officers are eligible to earn varying numbers of Ordinary Shares based upon the Company’s achievement of the (1) minimum threshold, (2) target or (4) upper amount that has been established for each of the long-term performance measures. The following table sets forth the number of shares each executive officer is eligible to receive as incentive compensation based upon the relative achievement of each of these amounts:

  31. Long-Term Incentive Compensation

    | Named Executive Officer | Below Threshold | Threshold | Target | Maximum | | Frederick W. McTaggart Chief Executive Officer | — | 1,975 | 3,949 | 6,239 | | David W. Sasnett Executive VP & Chief Financial Officer | — | 901 | 1,802 | 2,847 | | Ramjeet Jerrybandan Chief Operating Officer | — | 905 | 1,810 | 2,860 | | Brent A. Brodie Executive Vice President of Business Development | — | 509 | 1,016 | 1,606 | | Douglas R. Vizzini, Vice President of Finance | — | — | — | — |

  32. Long-Term Incentive Compensation

    Equity Award Grant Practices and Timing As part of our commitment to transparency and sound corporate governance, we disclose below our policies and practices related to the grant of equity awards in proximity to the release of material nonpublic information. Our Board of Directors and the Committee oversee the granting of equity awards to our executive officers. The timing of such awards is determined in accordance with the following policies and practices: • Pre-Determined Grant Schedule: We generally grant equity awards on a predetermined schedule, typically in connection with our annual compensation cycle or as part of an executive’s new hire or promotion package. Consideration of Material Nonpublic Information: The Board of Directors and the Committee consider whether material nonpublic information may be available when granting equity awards. We do not grant equity awards with the intent to take advantage of anticipated movements in stock price due to the release of such information. Disclosure Timing: We do not intentionally time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

  33. Pension Benefits

    Pension Benefits We do not have any defined benefit plans and only offer defined contribution plans.

  34. Severance

    Severance Upon termination of employment, our Named Executive Officers are entitled to receive severance payments under their employment agreements. In determining to approve, and in establishing the terms of, such severance arrangements the Committee recognizes that executives, especially highly ranked executives, often face challenges securing new employment following termination. These employment agreements provide for a lump sum severance payment equal to 24 months to our Chief Executive Officer, 12 months to our Chief Financial Officer and Chief Operating Officer, and six months to our Vice President of Finance, of their then current respective base salaries if their employment agreements are not renewed. The Committee negotiated these severance packages to provide them with an amount equal to their base salary for the length of their non-competition arrangements with us. Based upon the data reviewed by the Committee, we believe that such severance packages are generally in line with severance packages offered to executive performing similar functions at comparable companies.

  35. Change in Control

    Change in Control Upon a “Change in Control,” as defined below, our Chief Financial Officer may elect to terminate his employment and receive a lump sum payment in an amount equal to 36 months of his then current base salary. If we (or our successor) terminate our Chief Operating Officer’s employment within one year following a Change of Control, we (or our successor) will pay our Chief Operating Officer a lump sum in cash in an amount equal to two times his then-current base salary, plus all other compensation accrued as of the effective date of termination. After reviewing the practices of companies represented in the compensation data we obtained, we believe that our Chief Financial Officer’s and our Chief Operating Officer’s Change in Control arrangements are generally in line with such arrangements offered to chief financial officers and chief operating officers of comparable companies. In determining to approve, and in establishing the terms of such Change in Control arrangements the Committee recognizes the importance to us and our shareholders of avoiding the distraction and loss of key management personnel that may occur in connection with rumored or actual fundamental corporate changes. A properly arranged Change in Control provision protects shareholder interests by enhancing employee focus during rumored or actual Change in Control activity through: • Incentives to remain with us despite uncertainties while a transaction is under consideration or pending; and • Assurance of compensation for terminated employees after a Change in Control. For the purposes of this discussion, a “Change in Control” occurs when: (i) any person, including a “group” as defined in Section 13(d)(3) of the Exchange Act, publicly announces that such person or group has become the beneficial owner of more than 30% of the combined voting power (“Controlling Voting Power”) of our then outstanding securities that may be cast for the election of directors and (ii) the persons who were our directors before such event shall cease to constitute a majority of our Board of Directors, or any successor, as the direct or indirect result of any person or group acquiring Controlling Voting Power.

  36. Summary Compensation Table

    Summary Compensation Table The following table summarizes the compensation of (1) our Chief Executive Officer, (2) our Chief Financial Officer, and (3) our three other most highly compensated executive officers based upon total compensation (collectively, our “Named Executive Officers”) for the fiscal years ended December 31, 2024, 2023 and 2022.

  37. Summary Compensation Table

    | Name and Title | Year | Salary ($) | Non-Equity Incentive Plan Compensation ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Frederick W. McTaggart Chief Executive Officer | 2024 | 562,275 | 599,245 | 281,138 | 19,800 | 1,462,458 | | | 2023 | 551,250 | 600,000 | 275,625 | 19,200 | 1,446,075 | | | 2022 | 525,000 | 525,000 | 262,500 | 18,600 | 1,331,100 | | David W. Sasnett Executive VP & Chief Financial Officer | 2024 | 427,535 | 193,673 | 128,261 | 19,800 | 769,269 | | | 2023 | 419,150 | 185,690 | 125,745 | 19,200 | 749,785 | | | 2022 | 399,195 | 166,755 | 119,759 | 18,600 | 704,309 | | Ramjeet Jerrybandan Executive VP & Chief Operating Officer | 2024 | 429,567 | 202,326 | 128,870 | 19,800 | 780,563 | | | 2023 | 409,115 | 199,000 | 122,735 | 19,200 | 750,050 | | | 2022 | 389,630 | 165,785 | 116,889 | 18,600 | 690,904 | | Brent A. Brodie Executive Vice President of Business Development | 2024 | 289,380 | 123,493 | 72,345 | 18,600 | 503,818 | | | 2023 | 273,000 | 130,000 | 68,250 | 18,000 | 489,250 | | | 2022 | 260,000 | 92,645 | 65,000 | 17,400 | 435,045 | | Douglas R. Vizzini Vice President of Finance | 2024 | 296,525 | 100,000 | 29,653 | 19,800 | 445,978 | | | 2023 | 263,575 | 79,060 | 26,358 | 19,200 | 388,193 | | | 2022 | 251,025 | 55,415 | 25,103 | 18,600 | 350,143 |

  38. Summary Compensation Table

    (1) Non-Equity Incentive Plan Compensation amounts have been determined pursuant to the terms outlined in our Named Executive Officers’ respective employment agreements and our short-term incentive compensation plan. (2) Amounts for 2024, 2023 and 2022 represent the value (based upon the share price of our stock on the grant date) of the shares that may be earned by and granted to the executive in future years under stock grant rights provided under our long-term incentive compensation plan. With respect to these stock grant rights, 50% of the underlying shares vest in equal 1∕3 increments on December 31 of each year in the three-year period following the January 1 date on which the stock grant right is awarded if the executive is employed by the Company as of the vesting date. The remaining 50% of the underlying shares associated with these stock grant rights will be earned by and granted to the executive if our Company achieves the three-year cumulative financial performance target measures established by the Board for the three-year periods ending December 31, 2026 (for the stock grants awarded in 2024), 2025 (for the stock grants awarded in 2023) and 2024 (for the stock grants awarded in 2022) and the executive is in our employ as of the measurement date. The actual number of shares earned and granted under these performance measures may be greater or lesser than these amounts (or even zero) based upon the financial performance of the Company relative to the long-term financial performance target measures. (3) Represents car allowances.

  39. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table provides information for each of the Named Executive Officers on stock option exercises and shares vested during the year ended December 31, 2024, including the number of shares acquired and the value realized upon exercise and the number of shares acquired and the value realized upon vesting, before payment of any applicable withholding tax and broker commissions.

  40. Option Exercises and Stock Vested

    | Named Executive Officer | Option Awards | | Stock Awards | | | | Number of shares acquired on exercise | Value realized on exercise | Number of shares acquired on vesting | Value realized on vesting ($) | | Frederick W. McTaggart | — | — | 28,024 | 725,541 | | David W. Sasnett | — | — | 12,785 | 331,004 | | Ramjeet Jerrybandan | — | — | 12,496 | 323,521 | | Brent A. Brodie | — | — | 6,952 | 179,987 | | Douglas R. Vizzini | — | — | 1,658 | 42,926 |

  41. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table summarizes the outstanding awards under our long-term incentive compensation plan as of December 31, 2024, for each Named Executive Officer.

  42. Outstanding Equity Awards at Fiscal Year-End

    | Named Executive Officer | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: market value of unearned shares, units or other rights that have not vested ($) | | Frederick W. McTaggart | 3,104(1) | 80,363(1) | | | 9,312(2) | 241,088(2) | | | 2,632(3) | 68,142(3) | | | 3,949(4) | 102,240(4) | | David W. Sasnett | 1,417(1) | 36,686(1) | | | 4,249(2) | 110,007(2) | | | 1,201(3) | 31,094(3) | | | 1,802(4) | 46,654(4) | | Ramjeet Jerrybandan | 1,383(1) | 35,806(1) | | | 4,147(2) | 107,366(2) | | | 1,206(3) | 31,233(3) | | | 1,810(4) | 46,861(4) | | Brent A. Brodie(5) | 768(1) | 19,884(1) | | | 2,306(2) | 59,702(2) | | | 677(3) | 17,528(3) | | | 1,016(4) | 26,304(4) | | Douglas R. Vizzini | 593(1) | 15,353(1) | | | —(2) | —(2) | | | 555(3) | 14,369(3) | | | —(4) | —(4) |

  43. Outstanding Equity Awards at Fiscal Year-End

    Amounts represent the number and value of shares that vest on December 31, 2025, assuming continued employment. (2) Amounts represent the number and value of shares that may be earned by the executive assuming achievement of the three-year cumulative financial performance target measures established by the Board for the three-year period ending December 31, 2025. The actual number and value of shares earned may be adjusted upward or downward based upon the executive’s continued employment and the financial performance of the Company relative to the long-term financial performance measures. (3) Amounts represent the number and value of shares that vest in equal 1∕2 increments on December 31, 2025 and 2026, assuming continued employment. (4) Amounts represent the number and value of shares that may be earned by the executive assuming achievement of the three-year cumulative financial performance target measures established by the Board for the three-year period ending December 31, 2026. The actual number and value of shares earned may be adjusted upward or downward based upon the executive’s continued employment and the financial performance of the Company relative to the long-term financial performance measures. (5) Although Mr. Brodie was a “named executive officer” (as defined in Item 402 of Regulation S-K) as of the end the last completed fiscal year, he voluntarily resigned as of February 11, 2025. As such, no awards will vest to him in the future.

  44. Pension Benefits

    Pension Benefits We do not have any defined benefit plans and only offer defined contribution plans.

  45. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation We do not have any non-qualified deferred contribution plans or other deferred compensation plans.

  46. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The section below describes the payments that may be made to the Named Executive Officers upon termination or Change in Control, as defined above, pursuant to individual agreements.

  47. Pay versus Performance

    Pay versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information that demonstrates the relationship between executive “Compensation Actually Paid” and the Company’s performance against several specific financial metrics. Pay versus Performance Table: The table below reflects Compensation Actually Paid to the Company’s Principal Executive Officer (“PEO”) and Average Summary Compensation Actually Paid to Non-PEO Named Executive Officers (“NEOs”) during 2024, 2023, 2022, 2021 and 2020.

  48. Pay versus Performance

    | Year | Summary Compensation Table Total for PEO $ | Compensation Actually Paid to PEO(1) $ | Average Summary Compensation Table Total for Non-PEO NEOs $ | Average Compensation Actually Paid to Non-PEO NEOs(1) $ | Value of Initial Fixed $100 Investment Based on: | | Net Income $ | Revenue (excluding pass-through energy charges) $ | | | | | | | Total Shareholder Return(2) $ | Peer Group Total Shareholder Return $ | | | | 2024 | 1,462,458 | 1,075,367 | 624,907 | 506,457 | 177.01 | 107.41 | 28,237,554 | 115,370,773 | | 2023 | 1,446,075 | 2,546,547 | 594,319 | 928,037 | 239.88 | 130.40 | 29,585,391 | 160,644,059 | | 2022 | 1,331,100 | 1,547,295 | 545,100 | 609,988 | 97.91 | 118.72 | 5,856,294 | 76,196,354 | | 2021 | 907,150 | 841,379 | 453,865 | 434,564 | 68.57 | 123.24 | 875,579 | 55,182,474 | | 2020 | 906,312 | 717,932 | 446,006 | 392,276 | 75.49 | 100.22 | 3,711,528 | 63,143,379 |

  49. Pay versus Performance

    (1) Compensation Actually Paid represents total compensation as reported in the Summary Compensation Table for that year (i) less the grant-date fair value of any stock and option awards granted during that year, (ii) plus the change in fair value of outstanding and unvested stock and option awards during that year, as well as the fair value of new stock and option awards granted during that year as of the end of the year. (2) The Value of Initial Fixed $100 Investment Based on Total Shareholder Return depicts a hypothetical $100 investment in Ordinary Shares on December 31, 2019, and shows the value of that investment over time (assuming the reinvestment of dividends) for each calendar year. Historical stock performance is not necessarily indicative of future stock performance.

  50. Relationship between Compensation Actually Paid Disclosed in the Pay versus Performance Table and Other Table Elements

    Relationship between Compensation Actually Paid Disclosed in the Pay versus Performance Table and Other Table Elements Compensation Actually Paid to Mr. McTaggart and Average Compensation Actually Paid to Non-PEO NEOs for 2024, 2023 and 2022 were directionally aligned with the cumulative total shareholder return and net income for those years.

  51. Tabular List of the Company’s Most Important Metrics that Link Compensation Actually Paid to the PEO and other NEOs

    Tabular List of the Company’s Most Important Metrics that Link Compensation Actually Paid to the PEO and other NEOs We consider the list below to be the Company’s most important metrics that link compensation paid to our NEOs, as they are the key metrics that determine the payout under our short-term incentive compensation plan and long-term incentive compensation plan. Revenue (excluding pass-through energy charges) • Net income from continuing operations • Gross margin • Earnings per share • Operating cash flows

  52. Director Compensation

    Director Compensation The following table sets forth a summary of the compensation earned by our non-employee directors and/or paid to certain of our non-employee directors in 2024.

  53. Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Linda Beidler-D’Aguilar*(2) | 63,661 | 52,600 | 116,261 | | Brian E. Butler* | 44,482 | 51,755 | 96,237 | | Carson K. Ebanks* | 38,500 | 42,875 | 81,375 | | Clarence B. Flowers, Jr.* | 40,700 | 46,765 | 87,465 | | Wilmer F. Pergande*(3) | 157,100 | 44,170 | 201,270 | | Leonard J. Sokolow* | 62,600 | 47,020 | 109,620 | | Raymond Whittaker* | 50,950 | 48,415 | 99,365 |

  54. Director Compensation

    * The Board of Directors has determined that each of such persons is an “independent director” under the corporate governance rules of NASDAQ. (1) Represents fair value on the date of grant. (2) Of the $116,261 fees earned or paid in cash, $20,000 consists of director fees paid by Consolidated Water (Bahamas) Limited for service on the board of directors of this Company subsidiary. (3) Of the $201,270 fees earned or paid in cash, $27,500 consists of director fees paid by Consolidated Water (Bahamas) Limited for service on the board of directors of this Company subsidiary.

  55. Director Compensation Policy

    Director Compensation Policy Our Chairman of the Board of Directors receives an annual cash retainer of $103,000 and each director who is not an executive officer is entitled to an annual cash retainer of $33,000. In addition, under the non-executive directors share plan, the Chairman of the Board of Directors and each director who is not an executive officer receives an annual equity retainer in Ordinary Shares worth $32,500 and $33,150, respectively. A Director who is also an executive officer of our Company (i.e. Mr. McTaggart) is not entitled to an annual retainer of cash or equity. Each director who is a member of the Compensation Committee and the Chairman of such committee is entitled to an annual cash retainer of $3,300 and $5,550, respectively. In addition, under the non-executive directors share plan, each committee member and the Chairman of the committee receive an annual equity retainer in Ordinary Shares worth $5,835 and $7,485, respectively. Each director who is a member of the Audit Committee and the Chairman of such committee is entitled to an annual cash retainer of $4,400 and $7,400, respectively. In addition, under the non-executive directors share plan, each committee member and the Chairman of the committee receive an annual equity retainer in Ordinary Shares worth $7,780 and $9,980, respectively. Each director who is a member of the Nominations and Corporate Governance Committee and the Chairman of such committee is entitled to an annual cash retainer of $2,200 and $3,700, respectively. In addition, under the non-executive directors share plan, each committee member and the Chairman of the committee receive an annual equity retainer in Ordinary Shares worth $3,890 and $4,990, respectively. Each director who is a member of the Environmental and Social Governance Committee and the Chairman of such committee is entitled to an annual cash retainer of $4,400 and $7,400, respectively. In addition, under the non-executive directors share plan, each committee member and the Chairman of the committee receive an annual equity retainer in Ordinary Shares worth $7,780 and $9,980, respectively. Mr. McTaggart is the Chairman of this committee and is not entitled to an annual retainer of cash or equity. The number of Ordinary Shares granted to the directors is calculated by dividing the equity retainers by the prevailing market price on October 1 of the preceding year. The Board of Directors has determined to increase the director compensation described above by 6% for 2025.