DEF 14A of Middlesex Water Co, Apr 11, 2024

DEF 14A of Middlesex Water Co

Filed Apr 11, 2024 · FY20230001174947-24-000548

Open on EDGAR

  1. Election of Directors (Proposal No. 1)

    Election of Directors (Proposal No. 1) The Company has ten Directors on its Board. The following Table provides summary information about each Director nominee standing for initial election or re-election to the Board. Additional information for all of our Directors, including the nominees, may be found beginning on page 7.

  2. Election of Directors (Proposal No. 1)

    | Name | Age | Director Since | Principal Occupation | Independent | Committee Memberships | Experience and Skills | | Dennis W. Doll | 65 | 2006 | Retired President and CEO of Middlesex Water Company | No | | Utility Industry Experience, Senior Executive/ Leader of Significant Operations, Public Health/ Safety, Finance Acumen/Financial Disclosure/ Accounting, Cybersecurity and Technology, Human Capital Management/Compensation, Risk Management Experience, Public Company Board Experience, Environmental Experience | | Kim C. Hanemann | 60 | 2016 | President and Chief Operating Officer, Public Service Electric& Gas Company | Yes | Corporate Governance & Nominating | Utility Industry Experience, Senior Executive/ Leader of Significant Operations, Public Health/ Safety, Finance Acumen/Financial Disclosure/ Accounting, Cybersecurity and Technology, Human Capital Management/Compensation, Risk Management Experience,Environmental Experience | | Nadine Leslie | 61 | 2024 | President and CEO, Middlesex Water Company | No | | Utility Industry Experience, Senior Executive/ Leader of Significant Operations, Public Health/ Safety, Risk Management Experience,Public Company Board Experience, Environmental Experience | | Ann L. Noble | 62 | 2019 | Financial Consultant | Yes | Ad Hoc Pricing, Corporate Governance& Nominating, Pension | Senior Executive/Leader of Significant Operations, Finance Acumen/Financial Disclosure/Accounting |

  3. Election of Directors (Proposal No. 1)

    | THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS SHAREHOLDERS VOTE FOR THE ELECTION OF THE FOUR DIRECTOR NOMINEES NAMED ABOVE. |

  4. Election of Directors (Proposal No. 1)

    NOMINEES FOR THE BOARD OF DIRECTORS We set forth information with respect to the business experience, qualifications and affiliations of our Director nominees below: Class I – (Term expires in 2024) Kim C. Hanemann Independent Director since 2016 Board Committees: Audit | Compensation| Corporate Governance & Nominating Age 60 Experience and Qualifications Kim C. Hanemann was named President and Chief Operating Officer of Public Service Electric & Gas Company (PSE&G) effective June 30, 2021. PSE&G is one of the largest combined electric and gas companies in the United States and is New Jersey’s oldest and largest publicly owned utility. Previously she had been Senior Vice President and Chief Operating Officer, responsible for PSE&G’s electric, gas and customer operations, as well as the Company’s asset management and centralized services. She also oversaw the on-time, on-scope and on-budget execution of the company’s large construction projects. Prior to being named Chief Operating Officer, Ms. Hanemann held numerous leadership positions in both electric and gas field operations and in utility support operations. Ms. Hanemann serves on the Board of Trustees of Children Specialized Hospital and the New Jersey State Chamber of Commerce.. She is also the Executive Sponsor for PSEG Women’s Network, an employee resource group aimed at providing women with career development insights. Education: Ms. Hanemann earned her Bachelor’s degree in mechanical engineering from Lehigh University and an M.B.A. from Rutgers Graduate School of Management. Class I Nadine Leslie Director since 2024 Board Committees: Audit | Compensation| Corporate Governance & Nominating Age 61 Experience and Qualifications Leslie is an accomplished leader with more than 25 years of domestic and international experience in the Water Industry. She was appointed President and CEO of Middlesex Water effective March 1, 2024. She previously served as Chief Executive Officer of SUEZ North America from 2019 to 2022. In this capacity, she was responsible for overseeing one of North America’s leading environmental companies, with revenues over $1.1 billion, providing water and recycling and recovery services to 6.6 million people in the United States and Canada. The scope of her responsibilities included 15 regulated water utilities, 65 municipal contracts through innovative public-private partnerships and the long-term asset management contracts for water storage facilities, serving more than 4,000 municipal and industrial clients. Education: Ms. Leslie holds a Bachelor of Science degree in civil engineering from the Faculte des Sciences in Haiti and completed an internship/scholarship program in urban planning at La Cambre University in Belgium. Class I (Term Expires in 2024)

  5. Ann L. Noble

    Ann L. Noble Independent Director since 2019 Board Committees: Ad Hoc Pricing | Audit | Corporate Governance & Nominating | Pension

  6. Age: 62

    Age: 62 Experience and Qualifications: Ann L. Noble is a seasoned business executive with over thirty years of experience in the healthcare and insurance industries. Prior to retirement she served as a Financial Consultant offering advisory services in the areas of strategic planning, financial management and contract negotiation. Ms. Noble is the former President and CEO of Qual-Lynx and Vice President, Workers’ Compensation of QualCare (at the time, subsidiaries of Cigna Health and Life Insurance Company). Wearing these two hats, she ran a regional claims services organization and a full-service managed care organization for fourteen years. Prior to joining QualCare/Qual-Lynx, Ms. Noble served as Vice President of Finance for Robert Wood Johnson University Hospital for ten years. During that time, she served on the Board of Directors of QualCare. She also worked at Ernst & Young for eight years, where she was a Senior Manager in the health care financial consulting practice. Prior to her role in the consulting practice, she worked in the audit practice gaining specific experience in the healthcare sector. In 2014, Ms. Noble was appointed to the Board of Directors of Manasquan Bank, where she currently serves as Chair of the Strategic Planning Committee. Since 1999, Ms. Noble has been the Treasurer (and a founding member) of the Board of Trustees of the Val Skinner Foundation, which has raised over $10 million for breast cancer initiatives. Ms. Noble graduated from Seton Hall University with a Bachelor of Science degree in Accounting and obtained her license as a Certified Public Account in 1987. NOMINEES FOR THE BOARD OF DIRECTORS Cont’d. Class III –(Term expires in 2025) Dennis W. Doll Director since 2006 Age: 65 Experience and Qualifications: Mr. Doll retired as President and CEO of Middlesex Water Company in March 2024. Given Mr. Doll’s long tenure leading the Company, the Board of Directors is nominating Mr. Doll for a one-year term in Class II to further assist in effecting a smooth transition of leadership. This nomination was made in consideration of Mr. Doll’s extensive experience and in the best interests of shareholders. Dennis W. Doll has more than 35 years of experience in senior level positions in investor-owned water and wastewater utility management. He joined Middlesex as Executive Vice President in November 2004 and was named President and Chief Executive Officer, and a Director of Middle- sex, effective January 1, 2006. In May 2010, he was elected Chairman of the Board also serving as Chairman of the Boards of the Company’s subsidiary companies. Mr. Doll speaks frequently on water related issues including asset & capital management, infrastructure policy, utility preparedness and resiliency. He has served as Past President of the National Association of Water Companies and past Chairman of the New Jersey Utilities Association, representing New Jersey’s electric, gas, water and telecommunications industries. Mr. Doll is past Chairman of the Board of the Water Research Foundation where he continues to serve as Director Emeritus and has served as a Director and member of the Executive Committee of the Board of the American Water Works Association. He presently serves as Treasurer and member of the Board of Court Appointed Special Advocates (CASA) of Middlesex County, NJ. Education: Mr. Doll received a B.A. Degree in Accounting and Economics from Upsala College. DIRECTORS WITH UNEXPIRED TERMS We set forth information with respect to the business experience, qualifications and affiliations of our Directors with unexpired terms below: Class II – (Term expires in 2025)

  7. Walter G. Reinhard

    Walter G. Reinhard Independent Director since 2002 Committees:

  8. Lead Director | Ad Hoc Pricing, ex officio | Corporate Governance & Nominating, Chair | Pension

    Lead Director | Ad Hoc Pricing, ex officio | Corporate Governance & Nominating, Chair | Pension

  9. Age: 78

    Age: 78 Experience and Qualifications: Walter G. Reinhard was named Lead Director in May 2020. He served as a partner of the law firm of Norris McLaughlin, P.A. prior to his retirement from the active practice of law and partnership in the firm on December 31, 2014. Mr. Reinhard had been with the firm since 1984 and practiced administrative, environmental and regulatory law involving public utilities. He brings over 40 years of legal experience to the Board including expertise in handling regulatory matters before the New Jersey Board of Public Utilities and the New Jersey Department of Environmental Protection. During his tenure at Norris McLaughlin, Mr. Reinhard’s professional affiliations included the New Jersey State Bar Association and its Public Utility LawSection (Chair, 1988-89), the Water Utility Council of the American Water Works Association, New Jersey Chapter, and the New Jersey Chapter of the National Association of Water Companies. Mr. Reinhard serves as a Trustee of the Fanwood-Scotch Plains YMCA. Mr. Reinhard received his B.A. from the University of Pennsylvania and his J.D. from Pennsylvania State University’s Dickinson School of Law. DIRECTORS WITH UNEXPIRED TERMS Cont’d

  10. Steven M. Klein

    Steven M. Klein Independent Director since 2009 Board Committees:

  11. Age: 58

    Age: 58 Experience and Qualifications: Steven M. Klein serves as President and Chief Executive Officer of Northfield Bancorp, Inc. and its subsidiary, Northfield Bank, with overall management responsibility for these entities. Mr. Klein is also designated as a financial expert on the Audit Committee. Mr. Klein was named to the Board of Directors of Northfield Bancorp Inc. and Northfield Bank in August 2013. Mr. Klein’s background includes serving as an audit partner with the international accounting and auditing firm KPMG LLP. He is a Certified Public Accountant in the State of New Jersey and member of the American Institute of Certified Public Accountants and the New Jersey Society of Certified Public Accountants. He is a board member of the New Jersey Bankers Association and a member of the American Bankers Association. Mr. Klein serves on the Board of Trustees of Richmond University Medical Center. Education: Mr. Klein earned a B.A. in Business Administration from Montclair State University. Class III – (Term expires in 2026) James F. Cosgrove, Jr. Independent Director since 2010 Board Committees: Ad Hoc Pricing, Chair | Compensation | Pension, Chair Age: 60 Experience and Qualifications: James F. Cosgrove is the President of One Water Consulting, LLC, a company providing water resource solutions, strategic planning and regulatory compliance support to public and private sector entities. Prior to his current position, he served as Vice President and Principal of Kleinfelder, a firm offering consulting in architecture, civil and structural engineering, construction management, environmental analysis, remediation, and natural resources management throughout the U.S., Canada and Australia. A Professional Engineer licensed in the State of New Jersey, Mr. Cosgrove has over 35 years’ experience in the field of environmental engineering and science with extensive background in water quality monitoring/modeling and environmental impact analysis. Mr. Cosgrove formerly served as Principal and Founder of Omni Environmental LLC, an environmental consulting firm based in Princeton, NJ. Mr. Cosgrove’s professional affiliations include the American Society of Civil Engineers, the American Water Resources Association, the National Society of Professional Engineers, and the Water Environment Federation, among others. He serves on the Board of Directors of the Association of Environmental Authorities and is a member and past Chair of the New Jersey Clean Water Council. Education: Mr. Cosgrove received a B.S. degree in Civil Engineering from Lafayette College and earned his M.E. in Environmental and Water Resource Systems Engineering from Cornell University. Class III –(Term expires in 2026) Vaughn L. McKoy Independent Director since 2021 Board Committees: Audit | Corporate Governance & Nominating Age: 55 Experience and Qualifications: Vaughn L. McKoy Esq., is Partner with the firm of Connell Foley, LLP where he specializes in general and commercial litigation, regulatory matters, corporate governance, ethics and compliance and government affairs. His leadership experience includes over 25 years working with federal and state governments, non-profits, law firms and corporations. Mr. McKoy brings to the Middlesex Board over 12 years of experience in various legal and business positions of increasing responsibility at Public Service Enterprise Group (PSEG) New Jersey’s largest utility company, where he completed his tenure as Managing Director and Vice-President. Mr. McKoy serves on the Board of Governors of Hackensack Meridian Medical School. He serves as Vice Chair of the Dfree Global Foundation; Board Member of Mentor NY; Leadership Advisory Council of UNCF and on the Corporate Advisory Council of the Boys and Girls Clubs of New Jersey. Education: Mr. McKoy holds a Bachelor of Science degree in administration of justice from Rutgers University. He earned a juris doctorate from Rutgers University’s School of Law and a Master of Business Administration degree from New York University’s Stern School of Business. Class III (Term Expires in 2023) Joshua Bershad, M.D. Independent Director since 2020

  12. Age: 50

    | Name | Fees earned or paid in cash ($) | Common Stock ($) | Total Compensation ($) | | Joshua Bershad, M.D. | 32,000 | 45,000 | 77,000 | | James F. Cosgrove Jr. | 37,250 | 45,000 | 82,250 | | Kim C. Hanemann | 29,500 | 45,000 | 74,500 | | Steven M. Klein | 40,500 | 45,000 | 85,500 | | Amy B. Mansue | 39,500 | 45,000 | 84,500 | | Vaughn L. McKoy | 33,500 | 45,000 | 78,500 | | Ann L. Noble | 36,250 | 45,000 | 81,250 | | Walter G. Reinhard | 43,750 | 45,000 | 88,750 |

  13. Use of Consultants

    Use of Consultants The Compensation Committee periodically engages qualified independent compensation consultants to assist in the compensation process for NEOs. The consultants are retained by, and report directly to, the Compensation Committee. The Chair of the Compensation Committee serves as the designated primary contact with outside compensation consultants. The Compensation Committee places no restrictions on consultants within the scope of contracted services and such consultants are not engaged by management for any purpose. The consultants provide expertise and information about competitive trends in the employment marketplace, including established and emerging compensation practices at other companies both inside and outside the Company’s comparator group. The consultants also provide Proxy Statement and survey data, and assist in assembling relevant comparator groups. In addition, the consultants also assist in establishing benchmarks for base salary and incentives from the comparator group Proxy Statements and survey data.

  14. Compensation Program Objectives and Philosophy

    | Objectives | | • Attract, retain and appropriately motivate employees • Compensate executives for long-term improvement in overall shareholder value • Provide differentiated executive pay based on experience, assigned responsibilities and performance • Support the attainment of short and long-term financial and strategic objectives |

  15. Compensation Program Objectives and Philosophy

    | • | We value our executives’ ability to appropriately balance the short- and long-term needs of our customers, our employees and our shareholders. We seek to not only provide safe, proper and reliable utility services on a current basis for our customers, but we also plan and execute strategies that promote the sustainability of critical utility services into the future. Promotion of the sustainability of services also includes routine Compensation Committee discussions regarding the status of succession planning initiatives at both the executive and management levels. In addition, we simultaneously seek to provide financial returns for our shareholders that appropriately reflect the risks and opportunities inherent in meeting the short- and long-term needs of our customers, and inherent in the provision of our utility services. We work to appropriately recognize further contributions to shareholder value achieved through contract operations and other complementary business opportunities which are not traditional regulated public utilities and therefore, not regulated by a state public utility commission as to customers’ rates and service; |

  16. Components of Our Compensation Program

    Components of Our Compensation Program The Compensation Committee analyzes the level and relative mix of the elements of executive compensation by component (base salary and incentives) and in the aggregate as related to total compensation. The Compensation Committee has generally established the 50th percentile of peer comparators and survey data as the target for total compensation. The Compensation Committee generally seeks to undertake a comprehensive review of the executive compensation program approximately every two years. Based on this analysis, the Compensation Committee reviews, challenges and recommends each NEO’s compensation, subject to approval by the full Board. When evaluating the components comprising total compensation, the Compensation Committee considers general market practices and the alignment of incentive awards with strategic objectives and Company operational and financial performance. The Compensation Committee seeks to create appropriate incentives to promote service quality and shareholder value without encouraging behaviors which may result in inappropriate risk taking. Base Salary: Base salary is designed to provide a reasonable level of predict- able compensation commensurate with market standards of the position held. NEOs are eligible for periodic adjustments to their base salary based on these factors. The Compensation Committee reviews and recommends to the Board any base salary changes for NEOs, including the CEO. Adjustments are made for each NEO’s specific experience, responsibilities and performance, estimated value in the marketplace and the Committee’s judgment of each NEO’s contribution to the success of the Company. Incentives: The Company does not have a formal plan or program that provides for cash or other form of short-term incentive compensation for NEOs other than dividends on restricted stock awards not yet vested. The Company has a long-term incentive plan in the form of restricted Company common stock (the Restricted Stock Plan). Awards under this plan are considered on an annual basis and are based on the achievement of certain financial and operational goals. The ultimate value of the compensation recognized from restricted shares issued is determined as of the date vesting occurs. Generally, the Restricted Stock Plan provides for five-year cliff-vesting from date of award for all shares granted in any individual year. The value of shares awarded in any given year can either increase or decrease between the date of issuance and the five-year vesting term. The Restricted Stock Plan provides for accelerated vesting in the case of a retirement. Shares fully vest for retirements occurring on or after age 65 or in the case of a Change In Control. There is no provision in the Restricted Stock Plan that specifically addresses repricing or cash buyouts relative to unvested restricted stock awards however, such practices are prohibited as a matter of policy and have never been employed. There is no minimum holding/retention period for restricted shares that become fully vested. The Company does however have minimum stock ownership and holding requirements. See Stock Ownership and Holding Requirements on page 28. The Restricted Stock Plan is designed to compensate the NEOs for executing specific financial and non-financial elements of the Company’s business plan. The target award is comprised of a single corporate financial goal, in addition to one or more individual non-financial performance goals. The corporate financial goal, for which incentive compensation was earned for 2023, was Income Before Income Taxes. Separate from this metric, a qualitative assessment of financial performance relative to the company’s peer group is made through an evaluation of the total shareholder return over a 5-year period, as presented as part of the Form 10-K. The corporate financial goal comprised 60% of the target award for NEOs other than the President and CEO, whose corporate financial goal comprised 80% of his or her target award. The remaining portion of the target award for all NEOs is based upon the level of achievement of individual non-financial performance goals. The non-financial individual performance goals are intended to further incent the NEOs to implement operational, technical, management and other initiatives that benefit the Company’s customers and shareholders, and which require effort and achievement above and beyond what would normally be required as part of the NEO’s base job responsibilities. The Compensation Committee evaluates the reasonableness of attaining designated incentive goals relative to the importance of such goals to the overall mission and strategies of the Company and the required effort to achieve such goals. The Committee recognizes that some level of calculated risk is required to achieve business objectives that ultimately benefit shareholders and customers however; the Committee discourages taking risk that, in the judgment of the Board, is inappropriate relative to the expectations of our shareholders and regulators. Delivered performance during the applicable measurement period may exceed, or fall short, of the targets, resulting in the NEO potentially receiving an incentive award that is above or below the initial targeted level. Annual incentive awards granted in prior years are not taken into account by the Compensation Committee in the process of setting performance targets or in evaluating achievements for the current year. Incentive-based awards are subject to the Company’s “clawback” policy. Such policy requires that incentive-based awards are subject to return to the Company, in whole or in part, if a financial statement restatement occurs within the three calendar years subsequent to an award, where such restatement effectively negates the previous achievement of financial targets that precipitated such prior award. Awards made to any and all NEOs are subject to the provisions of the clawback policy. Our policy prohibits any Director, NEO or other Officer from buying or selling Company Common Stock without obtaining prior approval from our Corporate Secretary and General Counsel. This policy, as an element of the Company’s Insider Trading Policy, is designed to help assure that the Directors and NEOs will not trade in our securities at a time when they are in possession of inside information. In addition, our formal Insider Trading policy prohibits our Directors and NEOs from hedging the economic risk of stock ownership. In evaluating actual performance relative to the established corporate financial goal, the Compensation Committee may, at its discretion, exclude individual items that are either additive or deductive which are considered non-recurring in nature. Such items are generally presumed to be infrequent. In addition, the Compensation Committee may increase or decrease a Restricted Stock award based upon additional consideration of a NEO’s performance or achievements.

  17. 2023 Executive Compensation Analysis and Conclusions

    | Name | Base Salary at Grant Date | Target Restricted Stock Award | Financial Target Component | Non-Financial Target Component | | Dennis W. Doll | $728,000 | 57% | 80% | 20% | | A. Bruce O’Connor | $512,133 | 33% | 60% | 40% | | Jay L. Kooper | $358,814 | 18% | 60% | 40% | | Georgia M. Simpson | $295,624 | 20% | 60% | 40% | | Robert K. Fullagar | $293,958 | 25% | 60% | 40% |

  18. 2023 Executive Compensation Analysis and Conclusions

    | Name | Target Restricted Stock Award ($) | Financial Target Component ($) | Non-Financial Target Component ($) | | Dennis W. Doll | 414,960 | 331,968 | 82,992 | | A. Bruce O’Connor | 169,004 | 101,402 | 67,602 | | Jay L. Kooper | 64,587 | 38,752 | 25,835 | | Georgia M. Simpson | 59,125 | 35,475 | 23,650 | | Robert K. Fullagar | 73,490 | 44,094 | 29,396 |

  19. 2023 Executive Compensation Analysis and Conclusions

    | Name | Non-Financial Performance Metrics | | Dennis W. Doll | • Continued implementation of succession plans for key management roles • Continued implementation of strategic initiatives for long-term growth and sustainability | | A. Bruce O’Connor | • Successfully manage Middlesex base rate filing • Successfully manage multiple debt financings for Middlesex and subsidiaries | | Jay L. Kooper | • Successfully manage strategic and logistical aspects of multiple regulatory filings • Successfully manage multiple significant litigation proceedings | | Georgia M. Simpson | • Manage independent third-party cybersecurity audit and further implement cybersecurity controls as appropriate • Manage the enterprise-wide Information Technology Strategic Plan and related individual technology initiatives | | Robert K. Fullagar | • Fully operationalize processes in the upgraded Park Avenue Treatment Plans • Continued implementation of enhancements to health, safety and physical security measures |

  20. 2023 Executive Compensation Analysis and Conclusions

    | Name | Company Financial Goal ($) | Non-Financial Operational Goal #1 Award ($) | Non-Financial Operational Goal #2 Award ($) | Total Long- Term Incentive Award ($) | | Dennis W. Doll | 248,976 | 41,496 | 41,496 | 331,968 | | A. Bruce O’Connor | 76,052 | 42,251 | 25,350 | 143,653 | | Jay L. Kooper | 29,064 | 15,468 | 15,468 | 60,000 | | Georgia M. Simpson | 26,606 | 11,825 | 11,825 | 50,256 | | Robert K. Fullagar | 33,070 | 18,465 | 18,465 | 70,000 |

  21. 2023 Executive Compensation Analysis and Conclusions

    The Restricted Stock Plan provides for full vesting of grants upon a participant’s retirement occurring on or after age 65. During 2023, each of Messrs. Doll and O’Connor reached retirement age and Mr. Doll announced his retirement effective February 29, 2024. Accordingly, the Compensation Committee approved, and the full Board ratified, the payment of Messrs. Doll’s and O’Connor’s incentive award for their service in 2023 in the form of cash. The incentive awards for the other NEOs’ services in 2023 were paid in the form of restricted Company common stock pursuant to the Restricted Stock Plan. Broad-based Benefits. NEOs are provided with certain health and welfare benefits available to all qualifying employees of the Company, as well as selected fringe benefits and perquisites, not generally available to all employees of the Company. The following summarizes the broad-based benefits, available to all qualifying employees, in which the NEOs participate:

  22. 2023 Executive Compensation Analysis and Conclusions

    The Compensation Committee formally reviews all components of executive compensation on an annual basis, as well as on an interim basis, as deemed necessary. Supplemental Executive Retirement Plan. Certain of the Company’s NEOs are eligible to participate in a non-qualified Supplemental Executive Retirement Plan (SERP) at the discretion of the Board. A participant, who retires on their normal retirement date, as defined in the SERP, is entitled to an annual retirement benefit of up to 75% of eligible compensation, as defined in the SERP, reduced by the anticipated primary social security benefit, and further reduced by any benefit payable from the Company’s qualified defined benefit pension plan. Further reductions are made for certain retirement benefits from prior employment, where such benefits have accrued. Offsetting amounts related to Social Security and other benefit plans are calculated similarly for participating NEOs. Generally, a participant is vested in the SERP at ten (10) years of service in the case of retirement, and in the event of a Change in Control, as described further herein. A participant’s right to receive benefits under the SERP commences: 1) upon retirement, 2) to their beneficiary at death or, 3) in connection with a Change in Control upon termination under the circumstances described in the SERP. Benefits are generally payable upon achieving Normal Retirement, as defined in the SERP, to the participant or the participant’s beneficiary. A reduced benefit may be received upon Early Retirement, as defined in the SERP, after age 62 and before age 65. The Company is not obligated to set aside or earmark any monies or other assets specifically for the purpose of funding the SERP except that upon a Change in Control, the Company would be obligated to make contributions to a trust anticipated to be sufficient to meet the obligations under the SERP. Absent a Change in Control, benefit payments are in the form of an unfunded general obligation of the Company. Exceptions to Usual Procedures. The Compensation Committee may recommend to the full Board that they approve the payment of cash compensation to one or more NEOs, in addition to or in lieu of payments approved during the annual compensation-setting cycle. The Compensation Committee may make such a recommendation if it believes it is appropriate to reward one or more NEOs in recognition of contributions to a particular project or initiative, or in response to customer, competitive or other factors that were not ad- dressed during the recurring annual compensation-setting cycle or, that may have changed since the annual compensation-setting cycle.

  23. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table details compensation earned or accrued by our NEOs for the three years ended December 31, 2023, 2022 and 2021, respectively.

  24. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | (1) Bonus ($) | (1) Stock Awards ($) | (2) Change in Pension Value and Non-Qualified Deferred Comp. Earnings ($) | (3) All other Compensation ($) | Total ($) | | Dennis W. Doll Chairman, President and Chief Executive Officer | 2023 | 720,462 | 331,968 | — | 630,526 | 75,858 | 1,758,814 | | | 2022 | 688,056 | — | 400,000 | — | 66,670 | 1,154,726 | | | 2021 | 650,495 | — | 400,000 | 174 ,119 | 65,830 | 1,290,444 | | A. Bruce O’Connor Sr. Vice President, Treasurer and Chief Financial Officer | 2023 | 494,148 | 143,653 | — | 608,817 | 48,685 | 1,295,303 | | | 2022 | 435,306 | — | 180,000 | — | 37,977 | 653,283 | | | 2021 | 404,890 | — | 170,000 | 151 ,881 | 36,054 | 762,825 | | Jay L. Kooper Vice President, General Counsel & Secretary | 2023 | 355,698 | — | 60,000 | — | 43,992 | 459,690 | | | 2022 | 335,066 | — | 60,000 | — | 37,498 | 432,564 | | | 2021 | 304,480 | — | 60,000 | — | 36,325 | 400,805 | | Georgia M. Simpson Vice President Information Technology | 2023 | 292,197 | — | 50,256 | — | 33,367 | 375,819 | | | 2022 | 270,220 | — | 60,000 | — | 31,506 | 361 ,726 | | | 2021 | 233,969 | — | 60,000 | — | 29,680 | 323,649 | | Robert K. Fullagar Vice President Operations | 2023 | 290,214 | — | 70,000 | 178,690 | 24,528 | 564,133 | | | 2022 | 268,673 | — | 70,000 | — | 23,663 | 362,336 | | | 2021 | 228,921 | — | 70,000 | 64,398 | 17,442 | 380,761 |

  25. SUMMARY COMPENSATION TABLE

    | (1) The Compensation Committee approved, and the full Board ratified, the payment of Messrs. Doll’s and O’Connor’s incentive awards for their service in 2023 in the form of cash. See “Executive Compensation - Compensation Discussion and Analysis - 2023 Executive Compensation Analysis and Conclusions. |

  26. SUMMARY COMPENSATION TABLE

    | (2) Reflects the value of Restricted Stock Plan awards in the applicable year. These awards generally do not vest to the participants until the expiration of five years from the date of such award. During such five year period, the participants have contingent ownership of such shares, including the right to vote the same and to receive dividends thereon. |

  27. SUMMARY COMPENSATION TABLE

    | (3) Represents the aggregate change in the actuarial present value of the accumulated benefits under all of our defined benefit pension plans for the named executive officers. The increases for 2023 and 2021 were driven primarily by changes in the levels of qualifying compensation and an additional year of credited service for the respective year. No amount is shown in those cases where the present value of accumulated benefits declined for 2022, primarily due to the impact of the increase in the discount rate used to value the benefit from 2.72% in 2021 to 4.98% in 2022. The present value of accumulated benefits declined by $307,616, $124,734 and $203,865 for Messrs. Doll, O’Connor and Fullagar, respectively. Neither an increase or decrease in the pension value resulting from changes in the discount rate results in any increase or decrease in benefits payable to participants under the plans, other than additional credit service years for the passage of time. Mr. Kooper and Ms. Simpson do not qualify to participate in the Company’s Defined Benefit (DB) Plan since their hire dates were after the DB Plan was closed to new entrants. Alternatively, Mr. Kooper and Ms. Simpson do participate in the Company’s Discretionary Profit Sharing (DPS) Plan administered through the Company’s 401k Plan. See Schedule A - All Other Compensation. The Company does not have any nonqualified deferred compensation plans or related earnings. |

  28. SUMMARY COMPENSATION TABLE

    | (4) The detail “All Other Compensation” recognized for the benefit of the NEOs is set forth in Schedule A as supplemental information to the Summary Compensation Table. |

  29. GRANTS OF PLAN-BASED AWARDS*

    GRANTS OF PLAN-BASED AWARDS* The following table details information relative to grants of plan-based awards to the NEOs under our Restricted Stock Plan during the year ended December 31, 2023.

  30. GRANTS OF PLAN-BASED AWARDS*

    | Name | Grant Date | Stock Awards: Number of Shares or Units (#) | | Dennis W. Doll | 03/30/2023 | 5,153 | | A. Bruce O’Connor | 03/30/2023 | 2,319 | | Jay L. Kooper | 03/30/2023 | 773 | | Georgia M. Simpson | 03/30/2023 | 773 | | Robert K. Fullagar | 03/30/2023 | 902 |

  31. GRANTS OF PLAN-BASED AWARDS*

    *The Company does not employ the use of stock options

  32. STOCK VESTED DURING 2023*

    STOCK VESTED DURING 2023* The following table details information regarding the vesting of stock awards as of December 31, 2023.

  33. STOCK VESTED DURING 2023*

    | | Stock Awards | | | Name | Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Dennis W. Doll | 8,653 | 671,732 | | A. Bruce O’Connor | 2,825 | 219,305 | | Jay L. Kooper | — | — | | Georgia M. Simpson | 351 | 27,248 | | Robert K. Fullagar | 369 | 28,645 |

  34. STOCK VESTED DURING 2023*

    *The Company does not employ the use of stock options.

  35. OUTSTANDING EQUITY AWARDS

    OUTSTANDING EQUITY AWARDS The following table represents outstanding unvested restricted stock awards as of December 31, 2023.

  36. OUTSTANDING EQUITY AWARDS

    | Name | Shares of stock that have not vested (#) | Market value of shares of stock that have not vested ($) | | Dennis W. Doll | 28,746 | 1,886,313 | | A. Bruce O’Connor | 11,759 | 771,626 | | Jay L. Kooper | 3,292 | 216,021 | | Georgia M. Simpson | 3,042 | 199,616 | | Robert K. Fullagar | 3,389 | 222,386 |

  37. PENSION BENEFITS

    PENSION BENEFITS The following table details the present value of accumulated benefits that have accrued under the Company’s DB Plan and the SERP as of December 31, 2023.

  38. PENSION BENEFITS

    | Name | Plan | Years of Credited Service | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | Dennis W. Doll | MWC DB Plan | 19 | 1,179,038 | — | | | MWC SERP | 19 | 1,123,933 | — | | A. Bruce O’Connor | MWC DB Plan | 34 | 2,056,523 | — | | | MWC SERP | 34 | 1,983,461 | — | | Jay L. Kooper (1) | MWC DB Plan | — | — | — | | | MWC SERP | — | — | — | | Georgia M. Simpson (1) | MWC DB Plan | — | — | — | | | MWC SERP | — | — | — | | Robert K. Fullagar (2) | MWC DB Plan | 25 | 964,645 | — | | | MWC SERP | — | — | — |

  39. PENSION BENEFITS

    | (1) NEO does not participate in the DB Plan or the SERP. |

  40. PENSION BENEFITS

    | (2) NEO does not participate in the SERP. |

  41. CEO to Median Employee Pay Ratio

    CEO to Median Employee Pay Ratio We are providing the following information regarding the relationship of the annual total compensation of our CEO compared to the annual total compensation of our median employee. For fiscal 2023, our last completed fiscal year:

  42. CEO to Median Employee Pay Ratio

    | • | the annual compensation of our CEO, as reported in the Summary Compensation Table included on page 29 of this Proxy Statement, was $1,758,814; |

  43. CEO to Median Employee Pay Ratio

    | • | the annual total compensation of our median employee was $89,026; and |

  44. CEO to Median Employee Pay Ratio

    | • | the resulting ratio is 19.76:1. |

  45. CEO to Median Employee Pay Ratio

    Our pay ratio estimate has been calculated in a manner consistent with Item 402(u) of Regulation S-K using data and assumptions summarized below. To identify our median employee, we first determined our employee population (excluding our CEO) as of the last day of our fiscal year, December 31, 2023 (the Determination Date). We had approximately 355 employees, representing all full-time, part-time, seasonal and temporary workers as of the Determination Date. The number does not include any independent contractors or “leased” workers, as permitted by applicable SEC rules. We then measured our employee population’s total direct compensation in fiscal 2023 for our consistently applied compensation measure based on information from our payroll management systems. This compensation measurement was calculated by totaling, for each employee, their annual W-2 wages, salary, bonuses and perquisites as of the Determination Date and target restricted stock awards granted in fiscal 2023. Once we identified our median employee, we then determined the annual total compensation of this employee. We believe the above is a reasonable estimate of the relationship between the pay of our CEO and the pay of our median employee. All employees hired before April 1, 2007, including all the NEOs except for Mr. Kooper and Ms. Simpson, who were hired after March 31, 2007, and who receive pay for a minimum of 1,000 hours during the calendar year, are participants in the Company’s DB Plan. Under the noncontributory DB Plan, current service costs are funded annually, as required under Internal Revenue Service guidelines and by the DB Plan. The Company’s annual contribution is determined on an actuarial basis. Benefits are measured from the member’s entry date and accrue to normal retirement date or date of early retirement. Benefits are calculated, at normal retirement, at 1.25% of pay up to the employee’s Social Security benefit integration level, plus 1.9% of such excess pay, multiplied by anticipated total years of service to normal retirement date, capped at 35 years of such excess pay, multiplied by years of service achieved and not to exceed number of years of service achieved at normal retirement date of age 65. Average pay is the highest annual average of total pay during any 5 consecutive years within the 10 calendar-year period prior to normal retirement date. The benefit amounts are not subject to any deduction for Social Security benefits or other offset amounts. The benefits under the SERP are described on page 28 of this Proxy Statement. Mr. Doll retired from active employment with Middlesex on February 29, 2024 and began receiving retirement benefits. Mr. O’Connor is eligible to receive late retirement age benefits under the DB Plan and Mr. Fullagar is eligible to receive early retirement age benefits under the DB Plan, only in the event of their retirement. If Mr. Fullagar elected to receive early retirement age benefits under the DB Plan, such benefits would be at a reduced level on an actuarial basis, as defined under the DB Plan for any eligible employee who elects early retirement prior to age 62. Mr. O’Connor is eligible to receive late retirement age benefits under the SERP, only in the event of his retirement. Mr. Kooper, Ms. Simpson and Mr. Fullagar are not participants in the SERP. No lump sum payment of accumulated retirement benefits is provided under the DB Plan or the SERP. Employees hired after March 31, 2007 are not eligible to participate in the DB Plan, but do participate in a DPS Plan, in lieu of the DB Plan, that provides an annual contribution at the discretion of the Company, based upon a percentage of the participants’ compensation. Mr. Kooper and Ms. Simpson are participants in the DPS Plan.

  46. POTENTIAL PAYMENTS UPON CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON CHANGE IN CONTROL The Company has Change in Control Agreements with the NEOs. These agreements generally provide that if the executive is terminated by the Company, other than for death, disability, retirement, for Cause (as defined in the agreement), or if the executive resigns for Good Reason (as defined in the agreement) within three (3) years after a Change In Control of the Company, also as defined in the agreement, the executive is entitled to receive, (a) a lump sum severance payment equal to three (3) times the executive’s average annual total eligible compensation, as defined in the agreement, for the five (5) years prior to the termination; (b) continued coverage for three (3) years under any health or welfare plan in which the executive and the executive’s dependents were participating; and (c) an additional amount equal to the amount of federal Excise Tax, if any, that is due or determined to be due resulting from the severance payments or any other payments under the agreement. The Company has no non-Change in Control severance arrangements. The Company does not gross- up payments for any other federal or state income or other tax under a Change in Control or, under any other agreement or plan. The benefits under any health or welfare benefit plan could end earlier than three (3) years from the date of termination and would end on the earlier of (i) the date the executive becomes covered by a new employer’s health and welfare benefit plan, or (ii) the date the executive becomes eligible for Medicare. Also, coverage for the executive’s dependents could end earlier than any of these dates if required by the health or welfare benefit plan due to age eligibility. In addition to the benefits to be paid to the executive as noted above, if there is a separation from service under the terms of the Change in Control agreement on or before the third anniversary of the Change in Control, the Company shall pay the executive any deferred compensation, including, but not limited to, deferred bonuses allocated or credited to the executive as of the date of termination. Also, any outstanding restricted stock grants awarded to the executive under the Company’s stock plans, which are not vested on termination, shall immediately vest. A Change in Control may also lead to the payment of benefits to the NEOs and other Executive Officers, who participate in the SERP. Under the SERP, if an executive leaves the Company’s employ under the terms of a Change In Control agreement within five years of the Change in Control, the executive shall be entitled to receive an annual retirement benefit equal to 75% of the executive’s Compensation (and in some cases, 50% of Compensation) reduced by certain other benefits as more particularly set forth in the SERP. Such annual retirement benefits shall commence within sixty days after the later of (a) the executive’s Normal Retirement Date, or (b) the executive’s retirement or termination of employment with the Company or its successor. Unless the executive elects and receives approval of an alternative form of payment under the SERP, the executive shall receive the annual retirement benefit each year for fifteen years payable in monthly installments. Notwithstanding the foregoing, if an executive leaves the Company’s employ under the terms of a Change In Control agreement, then, at the executive’s sole option, the executive may elect to receive a reduced benefit equal to 75% of the executive’s eligible Compensation (and in some cases, 50% of Compensation) reduced by certain other benefits as prorated and as set forth in the SERP, to commence within 60 days of separation of employment. The following table indicates the potential value the NEOs would receive in connection with termination by the Company within three years after a Change in Control of the Company. All scenarios use December 31, 2023, the last business day of the Company’s most recent fiscal year, as the date for the triggering event set forth in the schedule. Additionally, the potential values to each of the NEOs also include the present value of accumulated benefits under the SERP assuming that each NEO made an election to receive such benefits within sixty days after the executive terminates employment with the Company or its successor.

  47. POTENTIAL PAYMENTS UPON CHANGE IN CONTROL

    | Name | Compensation Paid During Calendar Year 2023 (using definition of “Compensa- tion” under the Agreement) ($) | Termination Before Third Anniversary (1) ($) | | Dennis W. Doll (2) | 1,137,022 | 5,718,800 | | A. Bruce O’Connor | 690,984 | 2,924,335 | | Jay L. Kooper | 436,481 | 1,639,752 | | Georgia M. Simpson | 365,327 | 1,321,360 | | Robert K. Fullagar | 378,194 | 1,272,559 |

  48. POTENTIAL PAYMENTS UPON CHANGE IN CONTROL

    | (1) Compensation and other benefits paid following termination on or before third anniversary of the Change in Control. |

  49. POTENTIAL PAYMENTS UPON CHANGE IN CONTROL

    | (2) Mr. Doll retired on February 29, 2024. |

  50. POTENTIAL PAYMENTS UPON CHANGE IN CONTROL

    PAY FOR PERFORMANCE COMPARISON As discussed in the CD&A above, our Compensation Committee has implemented an executive compensation program designed to link a substantial portion of our NEO’s realized compensation to the achievement of our strategic financial, operational and strategic objectives, and to align our executive pay with changes in the value of our shareholders’ investments. The following table sets forth additional compensation information for our NEOs, calculated in accordance with SEC regulations, for fiscal years 2023, 2022, 2021, and 2020.

  51. POTENTIAL PAYMENTS UPON CHANGE IN CONTROL

    | | | | Average Summary | Average | Value of Initial Fixed $100 Investment Based On: | | | | | Year (a) | Summary Compensation Table Total for CEO (b) | Compensation Actually Paid to CEO (c) | Compensation Table Total for non-CEO NEOs (d) | Compensation Actually Paid to non-CEO NEOs (e) | Total Shareholder Return (f) | Peer Group Total Shareholder Return (g) | Net Income (In Millions) (h) | Income Before Income Taxes (In Millions) (i) | | 2023 | $1,758,814 | $1,414,050 | $673,736 | $673,736 | $109.30 | $130.30 | $31.5 | $32.6 | | 2022 | $1,154,726 | $38,867 | $452,477 | $284,597 | $128.86 | $120.09 | $42.4 | $45.7 | | 2021 | $1,290,444 | $3,173,051 | $490,567 | $782,328 | $194.55 | $132.92 | $36.5 | $31.1 | | 2020 | $1,781,494 | $1,714,156 | $677,013 | $526,936 | $115.79 | $101.42 | $38.4 | $34.3 |

  52. POTENTIAL PAYMENTS UPON CHANGE IN CONTROL

    Column (b) Reflects compensation amounts reported in the “Summary Compensation Table” for our CEO, Dennis Doll, for the respective years shown. Column (c) “Compensation actually paid” to our CEO in each of 2023, 2022, 2021, and 2020 reflects the respective amounts set forth in column (b) of the compensation table above, adjusted as set forth in the compensation calculation table below, as determined in accordance with SEC rules. The dollar amounts reflected in column (b) of the table above do not reflect the actual amount of compensation earned by or paid to our CEO during the applicable year. For information regarding the decisions made by our Compensation Committee in regards to the CEO’s compensation for each fiscal year, please see the CD&A sections of the Proxy Statements reporting pay for the fiscal years covered in the table above. The aggregate change in actuarial present value of accumulated benefit under pension plans reflects the amount reported for the applicable year in the Summary Compensation Table. Column (d) Reflects compensation information for our NEOs other than the CEO as described in the CD&A of this Proxy Statement. 2023 A. Bruce O’Connor, Jay L. Kooper, Georgia M. Simpson, Robert K. Fullagar 2022: A. Bruce O’Connor, Jay L. Kooper, Georgia M. Simpson, Robert K. Fullagar 2021: A. Bruce O’Connor, Bernadette M. Sohler, Jay L. Kooper, Lorrie B. Ginegaw 2020: A. Bruce O’Connor, Bernadette M. Sohler, Jay L. Kooper, Lorrie B. Ginegaw Column (e) Average “compensation actually paid” for our non-CEO NEOs in each of 2023, 2022, 2021, and 2020 reflects the respective amounts set forth in column (d) of the table above, adjusted as set forth in the compensation calculation table below, as determined in accordance with SEC rules. The dollar amounts reflected in column (d) of the table above do not reflect the actual amount of compensation earned by or paid to our non-CEO NEOs during the applicable year. For information regarding the decisions made by our Compensation Committee in regards to the non-CEO NEOs compensation for each fiscal year, please see the CD&A sections of the Proxy Statements reporting pay for the fiscal years covered in the table above. Column (f) For the relevant fiscal year, represents the cumulative total shareholder return (TSR) of Middlesex for the measurement periods ending on December 31 of each of 2023, 2022 and 2021, respectively. Column (g) For the relevant fiscal year, represents the cumulative TSR of the Peer Group for the measurement periods ending on December 31 of each of 2023, 2022, 2021, and 2020, respectively. Peer Group companies currently include American States Water Company, Artesian Resources Corp., California Water Service Group, Global Water Resources Inc., SJW Corp., and York Water Company. Column (h) Source: Company’s Annual Report on Form 10-K for each respective year. Column (i) Source: Company’s Annual Report on Form 10-K for each respective year. Calculation of Compensation Actually Paid to CEO

  53. POTENTIAL PAYMENTS UPON CHANGE IN CONTROL

    | Year | Summary Compensation Table Total for CEO | Summary Compensation Table Equity Awards for CEO | Equity Awards Adjustment for CEO | Summary Compensation Table Change in Pension Value for CEO | Pension Service Cost Adjustment for CEO | Total Compensation Actually Paid to CEO | | 2023 | $1,758,814 | $— | $21,252 | $— | $264,510 | $1,414,050 | | 2022 | $1,154,726 | $(400,000) | $(1,008,164) | $(630,526) | $292,314 | $38,876 | | 2021 | $1,290,444 | $(400,000) | $2,176,122 | $(174,119) | $280,604 | $3,173,051 | | 2020 | $1,781,494 | $(400,000) | $758,543 | $(679,154) | $253,273 | $1,714,156 |

  54. POTENTIAL PAYMENTS UPON CHANGE IN CONTROL

    | Fair Value of Equity Awards for CEO | 2023 | 2022 | 2021 | 2020 | | Year End Fair Value of Current Year Equity Award | $338,140 | $299,182 | $608,959 | $403,368 | | Year End Change in Fair Value of Prior Year Equity Awards | $(307,889) | $(1,184,082) | $1,507,984 | $311,473 | | Change in Fair Value of Prior Year Equity Awards Vesting in Current Year | $(8,999) | $(123,264) | $59,179 | $43,702 | | Total Equity Awards Adjustments for CEO | $21,252 | $(1,008,164) | $2,176,122 | $758,543 |

  55. POTENTIAL PAYMENTS UPON CHANGE IN CONTROL

    PAY FOR PERFORMANCE COMPARISON Cont’d. Calculation of Compensation Actually Paid to non-CEO NEOs

  56. POTENTIAL PAYMENTS UPON CHANGE IN CONTROL

    | Year | Average Summary Compensation Table Total for non-CEO NEOs | Average Summary Compensation Table Equity Awards for non-CEO NEOs | Average Equity Awards Adjustment for non-CEO NEOs | Average Summary Compensation Table Change in Pension Value for non-CEO NEOs | Average Pension Service Cost Adjustment for non-CEO NEOs | Average Total Compensation Actually Paid to non-CEO NEOs | | 2023 | $673,736 | $(45,064) | $22,748 | $(196,877) | $12,926 | $467,470 | | 2022 | $452,477 | $(92,500) | $(120,479) | $— | $45,098 | $284,597 | | 2021 | $490,567 | $(88,750) | $390,457 | $(78,407) | $68,461 | $782,328 | | 2020 | $677,013 | $(88,750) | $153,174 | $(273,752) | $59,252 | $526,936 |

  57. POTENTIAL PAYMENTS UPON CHANGE IN CONTROL

    | Fair Value of Average Equity Awards for non-CEO NEOs | 2023 | 2022 | 2021 | | Year End Fair Value of Current Year Equity Award | $78,203 | $67,342 | $135,097 | | Year End Change in Fair Value of Prior Year Equity Awards | $(54,533) | $(175,221) | $246,026 | | Change in Fair Value of Prior Year Equity Awards Vesting in Current Year | $(922) | $(12,600) | $9,334 | | Total Equity Awards Adjustments non-CEO NEOs | $22,748 | $(120,479) | $390,457 |