DEF 14A of Middlesex Water Co
Filed Apr 10, 2025 · FY20240001174947-25-000561
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.
Election of Directors (Proposal No. 1)
| Name | Age | Director Since | Principal Occupation | Independent | Committee Memberships | Experience and Skills | | Steven Klein | 59 | 2009 | President and Chief Executive Officer of Northfield Bancorp, Inc. and its subsidiary, Northfield Bank | Yes | Audit & Pension | Executive Level Leadership and Executive Management, Leader of Significant Operations, Public Company Board Experience and Leadership, Accounting and Auditing Expertise, Industry Knowledge, Non-Profit and Community Leadership | | Amy Mansue | 60 | 2010 | President and Chief Executive Officer of Inspira Health | Yes | Audit & Compensation | Executive Leadership and Management, Senior Level Healthcare Administration and Operations, Public Service and Government Experience, Healthcare Strategy & Policy Expertise, Board Leadership and Governance | | Walter G. Reinhard | 79 | 2002 | Retired partner of the law firm of Norris McLaughlin, P.A. | Yes | Corporate Governance & Nominating, Pension, Ad Hoc Pricing | Executive Leadership and Governance, Legal Expertise and Regulatory Knowledge, Law Practice and Experience, Professional Affiliations and Leadership in Law, Community and Non-Profit Engagement, Specialized Knowledge in Public Utilities |
Election of Directors (Proposal No. 1)
| THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS SHAREHOLDERS VOTE FOR THE ELECTION OF THE THREE DIRECTOR NOMINEES NAMED ABOVE. |
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. No such director has any transactions, relationships or arrangements not disclosed under Item 404(a) (as required under Item 7(b) of Schedule 14A) that the Board considered under the applicable independence standard in determining that the director is independent.
Steven M. Klein
Steven M. Klein Independent Director since 2009 Board Committees:
Walter G. Reinhard
Walter G. Reinhard Independent Director since 2002 Board Committees: Lead Director | Ad Hoc Pricing Corporate Governance & Nominating, Chair | Pension |
Age: 79
Age: 79 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. Education: Mr. Reinhard received his B.A. from the University of Pennsylvania and his J.D. from Pennsylvania State University’s Dickinson School of Law.
Class II – (Term expires in 2025)
Class II – (Term expires in 2025)
Amy B. Mansue
Amy B. Mansue Independent Director since 2010 Board Committees:
Age: 66
Age: 66 Experience and Qualifications: Dennis W. Doll retired as President and CEO of Middlesex in March 2024. Mr. 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 Middlesex, 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 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.
Class III –(Term expires in 2026)
Class III –(Term expires in 2026)
Vaughn L. McKoy
Vaughn L. McKoy Independent Director since 2021 Board Committees: Audit |Corporate Governance & Nominating
Age: 62
Age: 62 Experience and Qualifications: Ms. 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 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. Ms. Leslie has served on the Boards of Provident Financial Services, Inc. and Provident Bank since June 2021 and joined the Board of Syensqo SA/NV in December 2023. 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 2027)
Class I – (Term expires in 2027)
Kim C. Hanemann
Kim C. Hanemann Independent Director since 2016 Board Committees:
Director Compensation
Director Compensation For 2024, the Company compensated each of the Board members who are not employed by the Company (“Outside Directors”) as detailed below. Ms. Leslie, President and Chief Executive Officer received no fee or common stock award for her services as a member of the Board or the Boards of the Company’s subsidiaries.
Director Compensation
| Position | Annual Retainer | | Outside Director | $75,000 (1) | | Lead Director | $5,000 | | Chair of Audit Committee | $7,500 | | Chair of Compensation Committee | $5,000 | | All other Chairpersons | $2,500 |
Director Compensation
| (1) The annual retainer of $75,000 consists of a cash compensation component of $30,000, contingent upon Board meeting attendance, and a common stock compensation component of $45,000. |
Director Compensation
The Board committee meeting fees for Outside Directors is $750 cash compensation per Director for each Board committee meeting attended.
Director Compensation Table
Director Compensation Table The following table details Director compensation for 2024.
Director Compensation Table
| Name | Fees earned or paid in cash ($) | Common Stock ($) | Total Compensation ($) | | Joshua Bershad, M.D. | 33,000 | 45,000 | 78,000 | | James F. Cosgrove Jr. | 41,000 | 45,000 | 86,000 | | Dennis W. Doll* | 35,000 | 37,485 | 72,485 | | Kim C. Hanemann | 39,250 | 45,000 | 80,250 | | Steven M. Klein | 51,750 | 45,000 | 96,750 | | Amy B. Mansue | 44,500 | 45,000 | 89,500 | | Vaughn L. McKoy | 36,750 | 45,000 | 81,750 | | Ann L. Noble | 40,500 | 45,000 | 85,500 | | Walter G. Reinhard | 52,500 | 45,000 | 97,500 |
Director Compensation Table
*Mr. Doll’s $35,000 cash compensation includes a $10,000 Board Chair fee that Mr. Doll became eligible for upon his becoming a non-executive Chairman effective March 1, 2024. Director Equity Ownership Except as noted above with respect to Ms. Leslie, as part of their annual compensation, each Director received Company common stock valued at $45,000. (Mr. Doll received Company common stock valued at $37,485 to reflect the 10 months of 2024 where Mr. Doll served as a non-Executive Director on the Board.) The Board believes that all Directors should maintain a meaningful ownership stake in the Company to underscore the importance of aligning their long-term interests with those of our shareholders. Directors are required to hold common stock valued at least three times the amount of the annual retainer by the fifth anniversary of Board membership. All outside directors met this requirement for 2024. CORPORATE GOVERNANCE
Executive Summary
Executive Summary Middlesex owns and operates regulated water and wastewater utility systems in New Jersey and Delaware. The Company also operates water and wastewater utility systems under contract on behalf of municipal, industrial and commercial clients. In 2024, we continued to invest in regulated utility infrastructure for the benefit of our customers, worked to enhance safety and the skills of our workforce, made continued progress towards sustainability and built value for our shareholders. The key components of the Company’s compensation program are designed and modified, as appropriate, to ensure we attract and retain qualified Executive talent and appropriately reward financial and operational performance. We continually strive to maintain a compensation program that provides an adequate balance between shorter- and longer-term operational and financial objectives and related results. Our 2024 compensation program was benchmarked as to base salaries, incentive compensation and total compensation against the compensation offered by companies in our designated comparator group. The Company remains committed to a disciplined and balanced approach to meeting the short- and long-term needs of customers, employees and shareholders. Our compensation philosophy is consistent with the Company’s risk management philosophy. The Company’s formal Enterprise Risk Management program seeks to eliminate, mitigate or transfer risk while simultaneously maximizing opportunity for maintaining appropriate service quality for the Company’s customers and shareholders. The Corporate Governance and Nominating Committee has formal responsibility for oversight of the Enterprise Risk Management program in addition to our ESG initiatives. Also, our Compensation Committee oversees the risks related to Executive compensation. The Company’s compensation program seeks to achieve an appropriate balance among all these objectives and therefore, does not encourage or reward inappropriate risk-taking.
Use of Consultants
Use of Consultants The Compensation Committee periodically engages independent compensation consultants to assist in the compensation process for officers. 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 compensation consultants. The Chief Executive Officer or the Vice President of Human Resources may assist the Chair of the Compensation Committee in providing certain company data to the compensation consultants, when requested to do so by the Compensation Committee. The Compensation Committee places no restrictions on compensation consultants within the scope of contracted services and such consultants are not engaged by management for any purpose. The compensation 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 compensation consultants also provide Proxy Statement and survey data, and assist in assembling relevant companies to be included in the comparator groups. In addition, the compensation consultants also assist in establishing benchmarks for base salary and incentives from the comparator group based on those companies’ proxy statements and from survey data.
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 |
Compensation Program Objectives and Philosophy
| • | Valuing 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 and reliable utility services 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; |
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 predictable 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 for NEOs other than dividends on restricted stock awards not yet vested. The Company’s shareholders approved 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 awards issued under the Restricted Stock Plan will have either three- or 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 the three- or five-year vesting term as the number of shares is fixed at the time of grant. 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. Although the Restricted Stock Plan does not specifically address re-pricing or cash buyouts relative to unvested restricted stock awards, such practices are prohibited as a matter of policy and have never been employed. Following the three- or five-year period during which the employee held the award prior to vesting, there is no additional 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 2024, 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 customers and shareholders. However, the Committee discourages taking risk that, in the judgment of the Board, is inappropriate relative to the expectations of our regulators and shareholders. 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 made to Executives 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 material, non-public 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 during the applicable measurement period.
Our 2024 Company Performance
| 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 | $530,058 | 33% | 60% | 40% | | Nadine Leslie | $725,000 | 50% | 80% | 20% | | Mohammed G. Zerhouni | $565,000 | 30% | 60% | 40% | | Jay L. Kooper | $371,372 | 20% | 60% | 40% | | Georgia M. Simpson | $305,971 | 20% | 60% | 40% | | Robert K. Fullagar | $304,247 | 25% | 60% | 40% |
Our 2024 Company Performance
| Name | Target Restricted Stock Award ($) | Financial Target Component ($) | Non-Financial Target Component ($) | | Dennis W. Doll | 414,960 | 331,968 | 82,992 | | A. Bruce O’Connor | 174,919 | 104,951 | 69,968 | | Nadine Leslie | 362,500 | 290,000 | 72,500 | | Mohammed G. Zerhouni | 169,500 | 101,700 | 67,800 | | Jay L. Kooper | 74,274 | 44,565 | 29,709 | | Georgia M. Simpson | 61,194 | 36,717 | 24,477 | | Robert K. Fullagar | 76,062 | 45,637 | 30,425 |
Our 2024 Company Performance
| Name | Non-Financial Performance Metrics | | Nadine Leslie | • Implementation of succession plans for key management roles • Development of the Company’s 2030 vision and related strategic initiatives for growth, profitability and sustainability | | Mohammed G. Zerhouni | • Successful execution of the various rate filings • Lead the development of the customer experience and selective and sustainable growth pillars of the Company’s 2030 vision | | Jay L. Kooper | • Successfully manage multiple significant litigation proceedings • Co-lead the development of the stakeholder management pillar of the Company’s 2030 vision | | Georgia M. Simpson | • Identification and execution of cloud solutions to improve the company’s information technology architecture • Co-lead the development of the operational excellence pillar of the Company’s MWC 2030 vision | | Robert K. Fullagar | • Continue the execution of the health, safety and physical security initiatives •Lead the Company’s compliance program related to water quality with a focus on emerging contaminants |
Our 2024 Company Performance
| Name | Company Financial Goal ($) | Non-Financial Operational Goal #1 Award ($) | Non-Financial Operational Goal #2 Award ($) | Total Long- Term Incentive Award ($) | | Dennis W. Doll | (a) | (a) | (a) | (a) | | A. Bruce O’Connor | (b) | (b) | (b) | (b) | | Nadine Leslie | 342,400 | 42,800 | 42,800 | 428,000 | | Mohammed G. Zerhouni | 120,000 | 50,000 | 30,000 | 200,000 | | Jay L. Kooper | 61,800 | 25,750 | 15,450 | 103,000 | | Georgia M. Simpson | 43,200 | 14,400 | 14,400 | 72,000 | | Robert K. Fullagar | 54,000 | 18,000 | 18,000 | 90,000 |
Our 2024 Company Performance
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 members 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. Other Compensation Items. 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 addressed during the recurring annual compensation-setting cycle or, that may have changed since the annual compensation-setting cycle.
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE
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(5) Chairman | 2024 | 214,200 | — | — | 335,631 | 26,164 | 575,995 | | | 2023 | 720,462 | 331,968 | — | 630,526 | 75,858 | 1,758,814 | | | 2022 | 688,056 | — | 400,000 | — | 66,670 | 1,154,726 | | Nadine Leslie(5) President and Chief Executive Officer | 2024 | 574,423 | 390,385 | 678,000 | — | 34,768 | 1,677,576 | | | 2023 | — | — | — | — | — | — | | | 2022 | — | — | — | — | — | — | | A. Bruce O’Connor(6) Sr. Vice President, Treasurer and Chief Financial Officer | 2024 | 331,556 | 90,000 | — | 356,644 | 34,298 | 812,498 | | | 2023 | 494,148 | 143,653 | — | 608,817 | 48,685 | 1,295,303 | | | 2022 | 435,306 | — | 180,000 | — | 37,977 | 653,283 | | Mohammed G. Zerhouni(6) Sr. Vice President, Treasurer and Chief Financial Officer | 2024 | 271,634 | 81,731 | 305,000 | — | 209,829 | 868,194 | | | 2023 | — | — | — | — | — | — | | | 2022 | — | — | — | — | — | — | | Jay L. Kooper Vice President, General Counsel & Secretary | 2024 | 368,591 | 14,284 | 103,000 | — | 30,121 | 515,996 | | | 2023 | 355,698 | — | 60,000 | — | 43,992 | 459,690 | | | 2022 | 335,066 | — | 60,000 | — | 37,498 | 432,564 | | Georgia M. Simpson Vice President Information Technology | 2024 | 303,185 | 11,768 | 72,000 | — | 20,720 | 407,673 | | | 2023 | 292,197 | — | 50,256 | — | 33,367 | 375,819 | | | 2022 | 270,220 | — | 60,000 | — | 31,506 | 361 ,726 | | Robert K. Fullagar President New Jersey Operations | 2024 | 301,477 | 11,702 | 90,000 | 45,802 | 27,568 | 476,549 | | | 2023 | 290,214 | — | 70,000 | 178,690 | 24,528 | 564,133 | | | 2022 | 268,673 | — | 70,000 | — | 23,663 | 362,336 |
SUMMARY COMPENSATION TABLE
| (1) The Compensation Committee approved, and the full Board ratified, the payment of Mr. O’Connor’s incentive award for his service in 2024 in the form of cash. Furthermore, in recognition of the outstanding contributions in 2024 to the development of the company’s MWC 2030 vision, Mr. Zerhouni, Mr. Kooper, Ms. Simpson and Mr. Fullagar received a discretionary special cash bonus. Mr. Zerhouni cash bonus includes also a sign-on bonus of $60,000 for loss of previous employer equity awards. Ms. Leslie received a cash bonus in accordance with the short term incentive provision in her employment agreement. See “Executive Compensation - Compensation Discussion and Analysis - 2024 Executive Compensation Analysis and Conclusions |
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 three or five years from the date of such award. During such three- or five-year period, the participants have contingent ownership of such shares, including the right to vote the same and to receive dividends thereon. Ms. Leslie and Mr. Zerhouni stock awards include $250,000 and $105,000 equity awards received and vested in 2024 in accordance with their employment agreements, respectively. |
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 2024 and 2023 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. Ms. Leslie, Mr. Zerhouni, 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, Ms. Leslie, Mr. Zerhouni, 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. |
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. |
SUMMARY COMPENSATION TABLE
| (5) Mr. Doll retired on February 29, 2024 and Ms. Leslie was hired on March 1, 2024. |
SUMMARY COMPENSATION TABLE
| (6) Mr. O’Connor retired on June 21, 2024, and Mr. Zerhouni was hired on June 24, 2024. |
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, 2024.
GRANTS OF PLAN-BASED AWARDS*
| Name | Grant Date | Stock Awards: Number of Shares or Units (#) | | Dennis W. Doll | (1) | (1) | | Nadine Leslie | 3/1/2024 | 4,913 | | A. Bruce O’Connor | (1) | (1) | | Mohammed G. Zerhouni | 6/24/2024 | 2,043 | | Jay L. Kooper | 4/1/2024 | 1,143 | | Georgia M. Simpson | 4/1/2024 | 957 | | Robert K. Fullagar | 4/1/2024 | 1,333 |
GRANTS OF PLAN-BASED AWARDS*
| (1) Mr. Doll and Mr. O’Connor did not receive any stock awards during the year ended December 31, 2024. |
GRANTS OF PLAN-BASED AWARDS*
STOCK VESTED DURING 2024* The following table details information regarding the vesting of stock awards as of December 31, 2024.
GRANTS OF PLAN-BASED AWARDS*
| | Stock Awards | | | Name | Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Dennis W. Doll | 28,746 | 1,462,884 | | Nadine Leslie | 4,913 | 252,037 | | A. Bruce O’Connor | 11,759 | 609,684 | | Mohammed G. Zerhouni | 2,043 | 109,260 | | Jay L. Kooper | 357 | 18,743 | | Georgia M. Simpson | 237 | 12,443 | | Robert K. Fullagar | 248 | 13,020 |
GRANTS OF PLAN-BASED AWARDS*
*The Company does not employ the use of stock options.
OUTSTANDING EQUITY AWARDS
OUTSTANDING EQUITY AWARDS The following table represents outstanding unvested restricted stock awards as of December 31, 2024.
OUTSTANDING EQUITY AWARDS
| Name | Shares of stock that have not vested (#) | Market value of shares of stock that have not vested ($) | | Dennis W. Doll | — | — | | Nadine Leslie | — | — | | A. Bruce O’Connor | — | — | | Mohammed G. Zerhouni | — | — | | Jay L. Kooper | 4,078 | 214,625 | | Georgia M. Simpson | 3,762 | 197,994 | | Robert K. Fullagar | 4,474 | 235,467 |
OUTSTANDING EQUITY AWARDS
PENSION BENEFITS The following table details the present value of accumulated benefits that have accrued under the Company’s DB Plan and the SERP as of December 31, 2024.
OUTSTANDING EQUITY AWARDS
| Name | Plan | Years of Credited Service | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | Dennis W. Doll | MWC DB Plan | 19 | 1,129,591 | 68,066 | | | MWC SERP | 19 | 4,509,011 | 269,330 | | Nadine Leslie (1) | MWC DB Plan | — | — | — | | | MWC SERP | — | — | — | | A. Bruce O’Connor | MWC DB Plan | 35 | 2,076,145 | 73,241 | | | MWC SERP | 35 | 2,320,483 | 81,120 | | Mohammed G. Zerhouni (1) | MWC DB Plan | — | — | — | | | MWC SERP | — | — | — | | 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 | 27 | 1,010,447 | — | | | MWC SERP | — | — | — |
OUTSTANDING EQUITY AWARDS
(1) NEO does not participate in the DB Plan or the SERP. (2) NEO does not participate in the SERP.
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 2024, our last completed fiscal year:
CEO to Median Employee Pay Ratio
| • | We annualized the compensation of our current CEO from the amounts reported in the Summary Compensation Table, and we determined the annual CEO compensation amount to be $1,828,153; | | • | the annual total compensation of our median employee was $86,718; and | | • | the resulting ratio is 21.08:1. |
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. In 2024, we selected the same median employee identified in 2023. 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 Ms. Leslie, Mr. Zerhouni, 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 and Mr. O’Connor retired from active employment with Middlesex on February 29, 2024 and June 21, 2024, respectively, and began receiving retirement benefits. Mr. Fullagar is eligible to receive early retirement age benefits under the DB Plan, only in the event of his 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. Ms. Leslie, Mr. Zerhouni, 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. Ms. Leslie, Mr. Zerhouni, Mr. Kooper and Ms. Simpson are participants in the DPS Plan. 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 two years after a Change In Control of the Company, also as defined in the agreement, the Executive, other than the Chief Executive Officer, is entitled to receive, (a) a lump sum severance payment equal to two times the Executive’s average annual base salary and targeted annual incentive, as defined in the agreement, for the five years prior to the termination; and (b) continued coverage for two years under any health or welfare plan in which the Executive and the Executive’s dependents were participating. The Chief Executive Officer is entitled to receive (a) a lump sum severance payment equal to three times the Executive’s annual base salary and incentive compensation at the time of termination, as defined in the agreement; and (b) continued coverage for three years under any health or welfare plan in which the Executive and the Executive’s dependents were participating. The Company has no non-Change in Control severance arrangements other than the employment agreements with certain Executives disclosed in the 2024 Compensation & Discussion Analysis section. The benefits under any health or welfare benefit plan could end earlier (i) if 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 second 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. 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 two years after a Change in Control of the Company. All scenarios use December 31, 2024, 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.
CEO to Median Employee Pay Ratio
| Name | Compensation Paid During Calendar Year 2024 (using definition of “Compensa- tion” under the Agreement) ($) | Termination Before Second Anniversary (1) ($) | | Dennis W. Doll (2) | — | — | | Nadine Leslie | 824,423 | 4,686,995 | | A. Bruce O’Connor (3) | — | — | | Mohammed G. Zerhouni | 376,634 | 1,499,915 | | Jay L. Kooper | 428,591 | 1,036,469 | | Georgia M. Simpson | 353,441 | 877,800 | | Robert K. Fullagar | 371,477 | 898,791 |
CEO to Median Employee Pay Ratio
| (1) Compensation and other benefits paid following termination on or before the second anniversary of the Change in Control. |
CEO to Median Employee Pay Ratio
| (2) Mr. Doll retired on February 29, 2024. |
CEO to Median Employee Pay Ratio
| (3) Mr. O’Connor retired on June 21, 2024 |
CEO to Median Employee Pay Ratio
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 2024, 2023, 2022, 2021, and 2020.
CEO to Median Employee Pay Ratio
| | | | 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) | | 2024 | $1,828,153 | $1,150,153 | $616,182 | $411,477 | $89.61 | $91.21 | $44.40 | $51.30 | | 2023 | $1,758,814 | $1,414,050 | $673,736 | $467,470 | $109.30 | $103.30 | $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 | $132.98 | $36.5 | $31.1 | | 2020 | $1,781,494 | $1,714,156 | $677,013 | $526,936 | $115.79 | $101.73 | $38.4 | $34.3 |
CEO to Median Employee Pay Ratio
Column (b) Reflects compensation amounts reported in the “Summary Compensation Table” for Mr. Dennis Doll, for the fiscal years 2023, 2022, 2021 and 2020; and for Ms. Leslie annualized compensation amount for 2024. Column (c) “Compensation actually paid” to Mr. Doll in each of 2023, 2022, 2021, and 2020 and for Ms. Leslie in 2024, 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. 2024: Mohammed G. Zerhouni, A. Bruce O’Connor, Jay L. Kooper, Georgia M. Simpson, Robert K. Fullagar 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 2024, 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 2024, 2023, 2022, 2021 and 2020, 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 2024, 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 Group, 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
CEO to Median Employee Pay Ratio
| 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 | | 2024 | $1,828,153 | $(678,000) | $— | $— | $— | $1,150,153 | | 2023 | $1,758,814 | $— | $21,252 | $(630,526) | $264,510 | $1,414,050 | | 2022 | $1,154,726 | $(400,000) | $(1,008,164) | $— | $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 |
CEO to Median Employee Pay Ratio
| Fair Value of Equity Awards for CEO | 2024 | 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 |
CEO to Median Employee Pay Ratio
Calculation of Compensation Actually Paid to non-CEO NEOs
CEO to Median Employee Pay Ratio
| 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 | | 2024 | $616,182 | $(114,000) | $(21,535) | $(80,489) | $11,320 | $411,477 | | 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 |
CEO to Median Employee Pay Ratio
| Fair Value of Equity Awards for non-CEO NEOs | 2024 | 2023 | 2022 | 2021 | 2020 | | Year End Fair Value of Current Year Equity Award | $36,136 | $78,203 | $67,342 | $135,097 | $100,462 | | Year End Change in Fair Value of Prior Year Equity Awards | $(23,073) | $(54,533) | $(175,221) | $246,026 | $46,124 | | Change in Fair Value of Prior Year Equity Awards Vesting in Current Year | $(34,598) | $(922) | $(12,600) | $9,334 | $6,588 | | Total Equity Awards Adjustments non-CEO NEOs | $(21,535) | $22,748 | $(120,479) | $390,457 | $153,174 |