DEF 14A of Unitil Corp, Mar 29, 2024

DEF 14A of Unitil Corp

Filed Mar 29, 2024 · FY20230001193125-24-081680

Open on EDGAR

  1. Compensation Committee

    Compensation Committee

  2. Compensation Committee

    | Committee Members | Neveen F. Awad | Winfield S. Brown | Suzanne Foster | Eben S. Moulton | David A. Whiteley | | Independent: | ✓ | ✓ | ✓ | ✓ | ✓ | | Meetings in 2023: | 5 | 5 | 5 | 4 | 5 | | Latest Charter Review: | October 31, 2023 | | | | | | Primary Charter Directives: | ◾ To establish objectives and interpret the terms of the Company’s compensation policies with regard to base salary, incentive compensation, equity compensation, and benefits programs | | | | | | | ◾ Approval of executive-level base salaries and approval and recommendation to the Board of base salaries for Named Executive Officers | | | | | | | ◾ Review and approval of annual performance measures and approval of annual incentive compensation plan awards | | | | | | Committee Chair | | | | | |

  3. Compensation Committee

    Mr. Moulton retired from the Board and the Committee on December 1, 2023, and therefore did not attend the last meeting of the year on December 7, 2023. The Compensation Committee operates under a written charter, which it reviews annually and, as appropriate, amends to reflect changes in its responsibilities. The specific activities and responsibilities of the Committee are described in greater detail in the section entitled Compensation Committee Operations.

  4. Compensation Philosophy and Administration

    | ◾ is instrumental in the achievement of our short-term and long-term strategic and business objectives; ◾ provides appropriate rewards for the fulfillment of strong operational and financial performance; and ◾ provides appropriate rewards for practicing our core values and principles, which creates lasting value for our shareholders and other stakeholders. | Executive Compensation – Guiding Principles ◾ Annual compensation (currently defined as base salary, cash incentive and equity compensation for the Company’s employees, including the Executive Officers) should generally target the national market median, which is defined as the middle, or the 50th percentile, of the compensation marketplace. ◾ The compensation methodology for determining base pay increases should be the same for all executive positions including the CEO and other Named Executive Officers. ◾ The compensation methodology should include a consistent formula for determining each component of annual compensation based on both objective and verifiable market data and on attainment of selected performance measures from the Company’s approved strategic plan (the “Strategic Plan”) or other approved relevant financial performance measures. ◾ The compensation program(s) for all employees should ensure pay equity for similar jobs across the organization. |

  5. Compensation Policy – What We Do & What We Do Not Do

    | WHAT WE DO ◾ Apply balanced performance metrics (financial, operations, customer satisfaction) ◾ Align performance metrics with management and shareholder interests ◾ Practice prudent goal setting aligned with the Strategic Plan ◾ Ensure a majority of the CEO’s annual compensation* is variable based on performance ◾ Enforce significant stock ownership and holding policy ◾ Enforce SEC- and NYSE-compliant executive compensation recovery policy ◾ Allow only double-trigger change of control provisions ◾ Monitor pay equity across the Company | WHAT WE DO NOT DO ◾ Provide excise tax gross ups of any kind in any Change of Control Agreements or in Mr. Meissner’s Employment Agreement ◾ Allow hedging, pledging or short sale transactions in Company stock ◾ Encourage unreasonable risk taking ◾ Grant equity awards discounted at values below 100% fair market value ◾ Allow single-trigger change of control provisions ◾ Provide excessive executive prerequisites ◾ Allow new entrants into the SERP (the SERP was closed in 2018) |

  6. Compensation Decisions for 2021 - 2023

    Compensation Decisions for 2021 - 2023 In order to prudently manage outside consulting expenses, and in particular during the COVID-19 pandemic years, the Compensation Committee decided to forego consulting work related to overall executive pay in the years 2020, 2021 and 2022. Instead, the Committee determined the information contained in the comprehensive 2019 Compensation Analysis remained relevant and therefore was used as an across-the-board assessment benchmark. The Committee also used existing compensation programs and policies previously found to be reasonable and competitive to evaluate executive compensation for 2021, 2022 and 2023. The Committee approved executive compensation paid in January of each respective year as noted. We continue to include the details of the 2019 Compensation Analysis, which is described below, as it is the base benchmark for executive compensation disclosed in this proxy statement.

  7. Compensation Decisions for 2021 - 2023

    | In 2019, the Committee engaged Willis Towers to conduct a comprehensive review and assessment of senior management compensation, including | 2019 Compensation Analysis Scope of Work Review of Total Compensation Philosophy Senior Management Competitive Assessment: Detailed review of total direct compensation* for approximately 20 executive positions, including the CEO, CFO and other Named Executive Officers ◾ Confirmation of competitive marketplace and peer group ◾ Assessment of pay level competitiveness and mix of total compensation ◾ Competitiveness of cash and equity incentive levels Non-Union Staff Competitive Assessment: Competitive assessment of non-union staff cash compensation for 75 jobs covering approximately 150 incumbents ◾ Cash compensation ◾ Appropriateness of salary structure ◾ Analysis of incentive targets Directors’ Competitive Assessment: Competitive assessment of total direct compensation* for outside Board members ◾ Confirmation of peer group ◾ Assessment of pay elements including board and committee annual retainers, meeting fees, board and committee leadership premiums Broad Based Benefit Program Assessment: Review of program design to ensure competitiveness as an element of total compensation *For the purposes of this analysis, total direct compensation is defined as base salary, annual incentives and long-term incentives. | | 2019 Compensation Analysis Benchmarking 2020 Compensation Decisions 2021 Compensation Decisions 2022 Compensation Decisions 2023 Compensation Decisions | | | CEO, CFO, and other Named Executive Officers’ compensation, non-union employee compensation, employee benefits, and Directors’ compensation (the “2019 Compensation Analysis” or the “Analysis”) in the context of market practices and our compensation philosophy. The Committee requested Willis Towers provide an assessment of current levels of competitive compensation and broad-based benefit programs to use as a tool to assist the Committee with its decisions concerning, initially, 2020 compensation. The Committee’s standard practice is to engage a compensation consultant to prepare a comprehensive study of all elements of compensation approximately every five years, with updates on executive compensation annually or as needed. It is anticipated that the Committee will continue to use the 2019 Compensation Analysis as a baseline benchmark until the next comprehensive analysis is completed in 2024, with annual and/or other updates as needed or requested. | |

  8. General Methodology

    General Methodology Towers Watson used both compensation data from published compensation surveys focused on comparably sized organizations in the utility sector and general industry sector (for “cross industry” positions), and compensation data from proxy filings of our approved peer group of 13 publicly traded utility companies with annual revenues between $275 million and $1.6 billion (the “2019 Peer Group”)(6), which was approved by the Compensation Committee in April 2019 for the purposes of this Analysis.

  9. Compensation Data from Proxy Filings

    Compensation Data from Proxy Filings Compensation data was also extracted from the 2019 Peer Group proxy filings. The Compensation Committee used this data to analyze only the CEO’s and CFO’s compensation, with the objective of ensuring that CEO and CFO total compensation was reasonable, competitive and consistent with pay practices at peer companies. Published compensation surveys generally provide a broader sample of data upon which to base compensation decisions, which is essential when analyzing a large number of positions as was the case with the 2019 Compensation Analysis. Data from peer company proxy filings generally validate published survey information with definitive executive compensation data from specific companies.

  10. Compensation Data from Proxy Filings

    | Methodology: Published Surveys ◾ Published survey data for all positions included in the Analysis were collected. ◾ Survey data for both general industry and utilities market segments reflected the size and scope similar to ours through the use of regression analysis or tabular grouping, where regression data are not available. | 2019 Compensation Analysis Pay Elements Focus ◾ Base salary ◾ Total cash compensation (base salary plus annual incentive) ◾ Total direct compensation (base salary plus annual incentive plus long-term incentive) | | ◾ Survey data were aged using an annualized rate of 3% to a common date of July 1, 2019, to ensure data consistency, where 3% represents the projected movement in senior executive compensation base pay levels for 2019. ◾ Survey data cover a large number of benchmark positions, and the median (50th percentile) of this data set approximated the 25th percentile of the smaller proxy-based data set. | |

  11. Methodology: Peer Group Proxy Filings

    Methodology: Peer Group Proxy Filings

  12. Methodology: Peer Group Proxy Filings

    | ◾ | A benchmarking assessment was prepared using position-specific market data to compare current compensation levels for the CEO and the CFO with compensation levels for comparable positions. |

  13. Methodology: Peer Group Proxy Filings

    | ◾ | Market data for total direct compensation elements were extracted for the 25th percentile, the 50th percentile (median), and the 75th percentile. |

  14. Methodology: Peer Group Proxy Filings

    | ◾ | Based on the size of the 2019 Peer Group companies relative to our financial profile (based on fiscal year-end 2018 revenues and number of employees), Willis Towers recommended that we focus on the 25th percentile information within this data set. |

  15. Methodology: Peer Group Proxy Filings

    Willis Towers completed the 2019 Compensation Analysis in July 2019, and provided a comprehensive report outlining the findings of the Analysis and associated recommendations to the Committee for review and consideration. The 2019 Compensation Analysis allowed the Committee to gain a greater understanding of then current compensation in the context of market practices, establish a benchmark upon which to base its compensation decisions for compensation years 2020 through 2023, and accurately assess the competitiveness of each executive officer’s, including the CEO’s and CFO’s, overall compensation and alignment with the Committee’s Compensation Philosophy. It is anticipated that the Committee will use the 2019 Compensation Analysis as a baseline study, with periodic updates as needed, until the next comprehensive analysis is prepared, which we anticipate will occur in 2024. Evaluation of Base Salary and Incentive Compensation:

  16. Short-Term Incentive Compensation – Cash Incentive

    Short-Term Incentive Compensation – Cash Incentive We set annual target cash incentive awards equal to the median of the broad-based published compensation survey group for the executive officers’ target cash incentive awards at other comparable companies based on data provided by Willis Towers. The Committee also used information from the proxy statements of our peer group, at the 25th percentile target, as a secondary source to set the CEO’s and CFO’s annual target cash incentive award. We have developed a “balanced score card” approach to setting goals for the annual incentive awards, which includes certain goals from the Strategic Plan that represent success in financial results, electric reliability, gas safety, customer service and distribution cost per customer. The Compensation Committee approves the quantitative goals, also referred to as performance metrics, for these awards annually. See the section entitled Compensation -Compensation Discussion and Analysis— Elements of Compensation for a discussion of the balanced score card.

  17. Long-Term Incentive Compensation – Equity Compensation

    Long-Term Incentive Compensation – Equity Compensation We grant shares of restricted stock to selected management participants in the Second Amended Stock Plan generally on an annual basis. The size of the annual restricted stock award (the “target award”) is based upon the midpoint of the participant’s salary grade, multiplied by the participant’s salary grade multiplier, ( i.e., the equity compensation opportunity percentage), divided by the 30-day average stock price of our common stock,(8) less the percentage of anticipated Federal and Medicare taxes to equal the number of shares to be granted. The salary grade multiplier is based on research data provided by Willis Towers in their competitive assessment (the “Assessment”) of long-term incentive compensation (“LTI”) program design conducted in 2022. Willis Towers incorporated information from the proxy statements of our peer group into the Assessment as a benchmark to set the salary grade multiplier. For additional information on the Willis Towers Assessment of LTI program design, see the section entitled Compensation Committee Operations in this proxy statement. All Named Executive Officers are required to hold all forms of equity, vested or unvested, received as compensation until retirement or other separation from Unitil. The Board, in its sole discretion, may approve a waiver to this policy as circumstances may warrant. However, to date, no such waiver has been requested or granted.

  18. CEO Pay Ratio

    CEO Pay Ratio

  19. Results

    | 2023 PAY RATIO TABLE | | | | | | | | | | Year | Salary | Stock Awards (1) | Non-Equity Incentive Plan Compensation (2) | Change in Pension Value (3) | All Other Compensation (4) | Total | | (a) | (b) | (C) | (d) | (e) | (f) | (g) | (h) | | Thomas P. Meissner, Jr. | 2023 | $678,119 | $706,961 | $515,709 | $567,527 | $157,154 | $2,625,890 | | Median Employee | 2023 | $92,064 | — | $4,899 | — | $10,729 | $107,692 | | Ratio of Median Employee’s to Mr. Meissner’s Annual Total Compensation: | | | | | | | 1:24 |

  20. Summary Compensation Table

    Summary Compensation Table The table below shows the information specified in paragraph (c)(2) of Item 402 of Regulation S-K concerning the compensation of the CEO, the CFO, and our three other most highly compensated officers for each of fiscal years 2021, 2022, and 2023.

  21. Summary Compensation Table

    | SUMMARY COMPENSATION TABLE | | | | | | | | | | | Name and Principal Position (1) | Year | Salary | Bonus | Stock Awards (2) | Option Awards | Non-Equity Incentive Plan Comp (3) | Change in Pension Value & Non-Qualified Deferred Comp Earnings (4) | All Other Comp | Total | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | Thomas P. Meissner, Jr. | 2023 | $678,119 | — | $706,961 | — | $515,709 | $567,527 | $157,574(5) | $2,625,890 | | Chairman of the Board & Chief | 2022 | $645,214 | — | — | — | $521,564 | — | $321,477 | $1,488,255 | | Executive Officer | 2021 | $620,398 | — | $629,760 | — | $466,162 | $566,750 | $143,621 | $2,426,750 | | Robert B. Hevert | 2023 | $431,510 | — | $209,393 | — | $252,433 | $63,139 | $131,941(6) | $1,088,405 | | President & Chief | 2022 | $375,529 | — | — | — | $209,545 | — | $116,857 | $701,931 | | Administrative Officer | 2021 | $361,000 | — | $144,140 | — | $188,442 | — | $52,947 | $746,529 | | Daniel J. Hurstak (7) | 2023 | $294,353 | — | $100,550 | — | $154,977 | $38,297 | $73,159(8) | $661,326 | | Senior Vice President, Chief | 2022 | — | — | — | — | — | — | — | — | | Financial Officer & Treasurer | 2021 | — | — | — | — | — | — | — | — | | Justin Eisfeller | 2023 | $271,951 | — | $100,550 | — | $111,364 | $159,277 | $67,394(9) | $710,536 | | Vice President & Chief | 2022 | $257,451 | — | — | — | $111,734 | — | $116,931 | $486,116 | | Technology Officer | 2021 | $248,450 | — | $80,482 | — | $99,270 | $65,720 | $56,066 | $549,988 | | Christopher J. LeBlanc | 2023 | $266,225 | — | $100,550 | — | $109,019 | $159,305 | $74,707(10) | $709,806 | | Vice President, Gas Operations | 2022 | $250,325 | — | — | — | $108,641 | — | $83,762 | $442,728 | | | 2021 | $237,625 | — | $80,482 | — | $96,476 | $50,048 | $118,117 | $582,748 | | Todd R. Black (11) | 2023 | $108,793 | — | $100,550 | — | $44,551 | $810,499 | $129,370(12) | $1,193,763 | | Senior Vice President, External | 2022 | $318,878 | — | — | — | $138,393 | — | $38,366 | $495,637 | | Affairs & Customer Relations | 2021 | $310,378 | — | $80,482 | — | $126,014 | — | $25,248 | $542,122 |

  22. Summary Compensation Table

    NOTES:

  23. Summary Compensation Table

    | (1) Officers also hold various positions with subsidiary companies. Compensation for those positions is included in the above table. |

  24. Summary Compensation Table

    | (2) Values shown in column (e) represent the grant date fair value, calculated in accordance with FASB ASC Topic 718 based on the closing price of Unitil common stock on the date of grant. Awards of restricted stock were granted under the Second Amended Stock Plan on January 25, 2022 at a price of $45.47 for results attained during 2021, and on January 24, 2023, at a price of $51.53. There was no stock award granted for 2022 performance. In 2022, we transitioned the equity compensation awards to a combination of time-vested shares and performance-vested shares. For additional information on the transition of our equity compensation awards under the Second Amended Stock Plan in 2022, see the section entitled Elements of Compensation - New Long-Term Equity Incentive Compensation Program of this proxy statement. |

  25. Summary Compensation Table

    | (3) The terms of the Management Incentive Plan provide a cash incentive opportunity if we meet certain pre-established performance targets (see the section entitled Compensation- Compensation Discussion and Analysis). The amounts shown for each Named Executive Officer reflect the cash incentive awarded on January 25, 2022 for 2021 results, January 24, 2023 for 2022 results, and January 30, 2024 for 2023 results. See also the Grants of Plan-Based Awards Table in the section entitled Compensation - Compensation of Named Executive Officers. |

  26. Summary Compensation Table

    | (4) The amounts shown reflect the change in pension value (for Mr. Meissner, Mr. Black, Mr. Eisfeller and Mr. LeBlanc) plus the change in the SERP value (for Mr. Meissner and Mr. Black) plus earnings under the Deferred Compensation Plan (for Mr. Hevert, Mr. Hurstak, Mr. Eisfeller, and Mr. LeBlanc in 2023; and for Mr. Hevert, Mr. Eisfeller and Mr. LeBlanc in 2021). Mr. Hevert and Mr. Hurstak do not participate in the Retirement Plan or the SERP. |

  27. Summary Compensation Table

    | (5) All Other Compensation for Mr. Meissner for the year 2023 includes an annual vehicle allowance, Unitil’s contributions to 401(k) and HSA accounts, non-preferential dividends earned in 2023 on the 13,640 shares of restricted stock awarded in 2023, which is valued at $22,097, and the tax adjustment on the 6,820 Time Restricted Shares that vested for tax purposes in 2023 in accordance with the provisions of the Second Amended Stock Plan, which is valued at $113,777. Under the terms of the Second Amended Stock Plan, all unvested Time Restricted Shares become fully vested upon retirement. According to IRS regulations, shares of certain types of restricted stock become taxable as current income when they become non-forfeitable. Mr. Meissner reached retirement eligibility age in 2017, and under the provisions of the Unitil Corporation Retirement Plan his unvested Time Restricted shares would vest if he elected retirement. The IRS therefore requires us to treat all of Mr. Meissner’s unvested Time Restricted Shares as taxable income. Taxes were paid on this additional taxable income in accordance with the tax adjustment provision of the Second Amended Stock Plan. This tax adjustment is further described in the section entitled Compensation – Compensation of Named Executive Officers – Equity Compensation Information. |

  28. Summary Compensation Table

    | (6) All Other Compensation for Mr. Hevert for the year 2023 includes Unitil’s contribution to his 401(k) account, which is valued at $17,400, the contribution to his DC Plan account, which is valued at $64,105, the non-preferential dividends earned in 2023 on the 4,040 shares of restricted stock awarded in 2023, the tax adjustment on the 2,036 Time Restricted Shares that vested in 2023 in accordance with the provisions of the Second Amended Stock Plan, which is valued at $43,891. |

  29. Summary Compensation Table

    | (7) Mr. Hurstak became a Named Executive Officer in May 2023, and was not a Named Executive Officer in fiscal years 2021 or 2022. His compensation information for 2021 and 2022 is excluded in accordance with Question 119.01 of the SEC’s Division of Corporation Finance’s Compliance and Disclosure Interpretations. |

  30. Summary Compensation Table

    | (8) All Other Compensation for Mr. Hurstak for the year 2023 includes Unitil’s contribution to his 401(k) account, which is valued at $17,400, the contribution to his DC Plan account, which is valued at $40,144, the contribution to his HSA account, non-preferential dividends earned in 2023 on the 1,940 shares of restricted stock awarded in 2023, and the tax adjustment on the 718 Time Restricted Shares that vested in 2023 in accordance with the provisions of the Second Amended Stock Plan, which is valued at $11,972. |

  31. Summary Compensation Table

    | (9) All Other Compensation for Mr. Eisfeller for the year 2023 includes Unitil’s contributions to his 401(k) and HSA accounts, the contribution to his DC Plan account, which is valued at $38,368, non-preferential dividends earned in 2023 on the 1,940 shares of restricted stock awarded in 2023, and the tax adjustment on the 970 Time Restricted Shares that vested in 2023 in accordance with the provisions of the Second Amended Stock Plan, which is valued at $16,182. Under the terms of the Second Amended Stock Plan, all unvested Time Restricted Shares become fully vested upon retirement. According to IRS regulations, shares of certain types of restricted stock become taxable as current income when they become non-forfeitable. Mr. Eisfeller reached retirement eligibility age in 2022, and under the provisions of the Unitil Corporation Retirement Plan his Time Restricted Shares would vest if he elected retirement. The IRS therefore requires us to treat all of Mr. Eisfeller’s unvested Time Restricted Shares as taxable income. Taxes were paid on this additional taxable income in accordance with the tax adjustment provision of the Second Amended Stock Plan. This tax adjustment is further described in the section entitled Compensation – Compensation of Named Executive Officers – Equity Compensation Plan Information. |

  32. Summary Compensation Table

    | (10) All Other Compensation for Mr. LeBlanc for the year 2023 includes the use of a Company-owned vehicle, Unitil’s contributions to his 401(k) and HSA accounts, the contribution to his DC Plan account, which is valued at $37,487, non-preferential dividends earned in 2023 on the 1,940 shares of restricted stock awarded in 2023, and the tax adjustment on the 970 Time Restricted Shares that vested in 2023 in accordance with the provisions of the Second Amended Stock Plan, which is valued at $20,886. Under the terms of the Second Amended Stock Plan, all unvested Time Restricted Shares become fully vested upon retirement. According to IRS regulations, shares of certain types of restricted stock become taxable as current income when they become non-forfeitable. Mr. LeBlanc reached |

  33. Summary Compensation Table

    | retirement eligibility age in 2021, and under the provisions of the Unitil Corporation Retirement Plan his Time Restricted Shares would vest if he elected retirement. The IRS therefore requires us to treat all of Mr. LeBlanc’s Time Restricted Shares as taxable income. Taxes were paid on this additional taxable income in accordance with the tax adjustment provision of the Second Amended Stock Plan. This tax adjustment is further described in the section entitled Compensation – Compensation of Named Executive Officers – Equity Compensation Information. |

  34. Summary Compensation Table

    | (11) Mr. Black retired from the Company on May 1, 2023. Salary and Non-Equity Compensation shown are proportional to his employment from January 1 – April 30, 2023. The Stock Award shown was granted on January 24, 2023, prior to Mr. Black’s retirement. |

  35. Summary Compensation Table

    | (12) All Other Compensation for Mr. Black for the year 2023 includes Unitil’s contribution to his 401(k) and HSA accounts, payments from the Company’s Retirement Plan and SERP valued at $73,276 and $28,353, respectively, non-preferential dividends earned in 2023 on the 1,940 shares of restricted stock awarded in 2023, and the tax adjustment on the 970 Time Restricted Shares that vested for tax purposes in 2023 in accordance with the provisions of the Second Amended Stock Plan, which is valued at $16,182. Under the terms of the Second Amended Stock Plan, all unvested Time Restricted Shares become fully vested upon retirement. According to IRS regulations, shares of certain types of restricted stock become taxable as current income when they become non-forfeitable. Mr. Black reached retirement eligibility age in 2019, and under the provisions of the Unitil Corporation Retirement Plan his Time Restricted Stock would vest if he elected retirement. The IRS therefore requires us to treat all of Mr. Black’s Time Restricted Shares as taxable income. Taxes were paid on this additional taxable income in accordance with the tax adjustment provision of the Second Amended Stock Plan. This tax adjustment is further described in the section entitled Compensation – Compensation of Named Executive Officers – Equity Compensation Plan Information. |

  36. Pay Versus Performance

    Pay Versus Performance The table below shows the information specified in Item 402(v) of Regulation S-K concerning the compensation of the CEO and the average compensation of the other Named Executive Officers of the Company compared to financial performance for each of fiscal years 2020, 2021, 2022 and 2023.

  37. Pay Versus Performance

    | PAY VERSUS PERFORMANCE | | | | | | | | | | Year | Summary Compensation Table Total for CEO (1) | Compensation Actually Paid to CEO (2) | Average Summary Compensation Table Total for Non-CEO NEOs (3) | Average Compensation Actually Paid to Non-CEO NEOs (2)(3) | Value of Initial Fixed $100 Investment Based On: | | Net Income (in millions) | Earnings Per Share (“EPS”) | | | | | | | Total Shareholder Return (“TSR”) (4) | Peer Group Total Shareholder Return (4) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | $2,625,890 | $2,342,445 | $856,767 | $651,099 | $96.57 | $111.59 | $45.2 | $2.82 | | 2022 | $1,488,255 | $1,658,803 | $531,450 | $556,598 | $91.49 | $120.09 | $41.4 | $2.59 | | 2021 | $2,426,750 | $2,224,626 | $578,575 | $565,779 | $79.47 | $118.24 | $36.1 | $2.35 | | 2020 | $3,977,630 | $1,416,063 | $627,418 | $425,236 | $74.06 | $100.48 | $32.2 | $2.15 (5) |

  38. Pay Versus Performance

    NOTES:

  39. Pay Versus Performance

    | (1) Mr. Meissner was the CEO for each of 2020, 2021, 2022 and 2023. |

  40. Pay Versus Performance

    | (2) SEC rules require certain adjustments must be made to the Summary Compensation Table totals to determine “compensation actually paid” as reported in the Pay versus Performance Table. Compensation actually paid (“CAP”) does not necessarily represent cash and/or equity value transferred to the applicable Named Executive Officer without restriction, but rather is a value calculated under applicable SEC rules. In general, CAP is calculated as Summary Compensation Table total compensation adjusted to include the fair market value of equity awards as of December 31 of the applicable year or, if earlier, the vesting date (rather than the grant date), as well as an adjustment subtracting the change in pension value as of December 31 and adding the actuarially determined service cost for services rendered by the Named Executive Officer, if applicable, during the covered fiscal year. The following table details these adjustments: |

  41. Pay Versus Performance

    | COMPENSATION ACTUALLY PAID | | | | | | | | | Year | Executive(s) | Summary Compensation Table: Base Salary | Adjusted Equity Awards | Summary Compensation Table: Non-Equity Compensation | Change in Pension Value or Service Cost (6) | Summary Compensation Table: All Other Compensation | Total Compensation Actually Paid | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | | 2023 | CEO | $678,119 | $739,078 | $515,709 | $251,965 | $157,574 | $2,342,445 | | 2023 | Non-CEO NEOs | $274,566 | $119,704 | $134,469 | $27,046 | $95,314 | $651,099 | | 2022 | CEO | $645,214 | $170,548 | $521,564 | — | $321,477 | $1,658,803 | | 2022 | Non-CEO NEOs | $300,546 | $24,995 | $142,078 | — | $88,979 | $556,598 | | 2021 | CEO | $620,398 | $652,071 | $466,162 | $342,315 | $143,680 | $2,224,626 | | 2021 | Non-CEO NEOs | $261,300 | $88,533 | $117,920 | $26,413 | $71,614 | $565,779 | | 2020 | CEO | $597,740 | ($51,818) | $314,710 | $273,810 | $281,621 | $1,416,063 | | 2020 | Non-CEO NEOs | $209,913 | $10,915 | $61,865 | $29,926 | $112,617 | $425,236 |

  42. Pay Versus Performance

    NOTES, continued:

  43. Pay Versus Performance

    | (3) In 2023, the other Named Executive Officers were Mr. Hevert, Mr. Hurstak, Mr. Eisfeller, Mr. LeBlanc, and Mr. Black. Mr. Black retired from the Company on May 1, 2023. I n 2022, the other Named Executive Officers were Mr. Hevert, Mr. Black, Mr. Eisfeller and Mr. LeBlanc. In 2021, the other Named Executive Officers were Mr. Hevert, Mr. Black, Mr. Eisfeller, Mr. LeBlanc, and Laurence M. Brock. Mr. Brock retired from the Company in July 2021. In 2020, the other Named Executive Officers were Mr. Hevert, Mr. Black, Mr. LeBlanc, Mr. Brock, and Christine Vaughan. Ms. Vaughan resigned from the Company in March 2020. |

  44. Pay Versus Performance

    | (4) TSR is determined based on the value of an initial fixed investment of $100 at December 31, 2019. The TSR peer group consists of the S&P 500 Utilities Index. Source of data: S&P Dow Jones Indices LLC. |

  45. Pay Versus Performance

    | (5) Actual EPS in 2020 was $2.15. The Compensation Committee made a discretionary $0.09 adjustment for compensation decisions for 2020 to account for management’s performance in light of the financial impact of the COVID-19 pandemic. |

  46. Pay Versus Performance

    | (6) All values shown reflect the pension service cost in the applicable year. |

  47. Relationship of Compensation Actually Paid to Performance Measures

    Relationship of Compensation Actually Paid to Performance Measures The Compensation Committee and the Board believe the table above shows general alignment between compensation actually paid (“CAP”) to Named Executive Officers and our Company’s performance and is consistent with the compensation philosophy as described in the Compensation Discussion and Analysis section of this proxy statement. The Committee and the Board believe that TSR is not a meaningful incentive performance measure upon which to base compensation decisions for a small cap regulated transmission and distribution utility company because it is not a measure that is fully controllable and therefore not reflective of management’s efforts with regard to the quality of financial performance. The Committee instead believes EPS is the most meaningful financial performance measure upon which to base compensation decisions, but that EPS also needs to be balanced with a mix of additional financial measures, and operations-related financial and non-financial measures to reflect the overall performance of our Company. In 2023, the Committee approved a new long-term equity compensation plan (the “LTIP”), and selected two financial measures, weighted equally at 50% each, to apply to Performance Restricted Shares. The Performance Restricted Shares will vest after a performance period of three years, in an amount based on the attainment of certain performance thresholds of certain defined performance metrics, each as set by the Compensation Committee at the beginning of the performance period. Further, the disparity between Summary Compensation Table totals and Compensation Actually Paid to the CEO and non-CEO NEOs in 2022 is reflective of no award of equity compensation 2022. The Committee elected to treat 2022 as a transition year in anticipation of the LTIP, as noted above, becoming effective on January 1, 2023. See the section entitled New Long-term Incentive Compensation Program of this proxy statement for additional information on the LTIP. The performance measures identified as the most important for Named Executive Officers’ cash and equity incentive compensation decisions for 2020 through 2023 are shown in the table below.

  48. Relationship of Compensation Actually Paid to Performance Measures

    | Most Important Performance Measures | | | | Cash and Equity: 2020-2021 | | | | Financial | Earnings Per Share | 40% | | | O&M Cost Per Customer | 30% | | Safety & Reliability | Electric System Reliability | 10% | | | Gas Emergency Response Time | 10% | | Customer Engagement | Customer Satisfaction | 10% | | Cash: 2022-2023 | | | | Financial | Earnings Per Share | 40% | | | O&M Cost Per Customer | 30% | | Safety & Reliability | Electric System Reliability | 10% | | | Gas Emergency Response Time | 10% | | Customer Engagement | Customer Satisfaction | 10% | | Equity: 2023 | | | | Financial | Three-Year Average Return on Equity | 50% | | | Three-Year Average Growth in Book Value Per Share | 50% |

  49. Relationship of Compensation Actually Paid to Performance Measures

    In 2021, 2022 and 2023, EPS exceeded the target, and CAP was well-aligned with EPS in those years. CAP was also well-aligned with Net Income in all years. 2020 was a less successful year and incentive compensation was greatly reduced to reflect less than optimal performance, albeit in an uncertain and unusual first year of the COVID-19 pandemic. The Committee and the Board also acknowledge that 2020 and 2021 were not traditional years, financial or otherwise, due to the pandemic, and fair evaluation of performance during this period was challenging.

  50. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The table below provides information with respect to the grants of plan-based awards, which includes Management Incentive Plan awards made to the Named Executive Officers for fiscal year 2023.

  51. Grants of Plan-Based Awards

    | GRANTS OF PLAN-BASED AWARDS: FISCAL YEAR 2023 | | | | | | | | | | | | | Estimated Future Payouts ($) Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts (# Shares) Under Equity Incentive Plan Awards (2) | | | All Other Stock Awards: Number of Shares of Stock or Units | Grant Date Fair Value of Stock and Option Awards | | Name | Grant Date | Threshold | Target | Max | Threshold | Target | Max | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | Thomas P. Meissner, Jr. | 1/30/24(3) | $220,389 | $440,777 | $661,166 | — | — | — | — | — | | | 1/24/23(4) | — | — | — | 3,410 | 6,820 | 10,230 | — | $353,481 | | | 1/24/23(5) | — | — | — | 6,820 | 6,820 | 6,820 | — | $353,481 | | Robert B. Hevert | 1/30/24(6) | $107,878 | $215,755 | $323,633 | — | — | — | — | — | | | 1/24/23(7) | — | — | — | 1,010 | 2,020 | 3,030 | — | $104,697 | | | 1/24/23(8) | — | — | — | 2,020 | 2,020 | 2,020 | — | $104,697 | | Daniel J. Hurstak | 1/30/24(9) | $66,229 | $132,459 | $198,688 | — | — | — | — | — | | | 1/24/23(10) | — | — | — | 485 | 970 | 1,455 | — | $50,275 | | | 1/24/23(11) | — | — | — | 970 | 970 | 970 | — | $50,275 | | Justin Eisfeller | 1/30/24(12) | $47,591 | $95,183 | $142,774 | — | — | — | — | — | | | 1/24/23(13) | — | — | — | 485 | 970 | 1,455 | — | $50,275 | | | 1/24/23(14) | — | — | — | 970 | 970 | 970 | — | $50,275 | | Christopher J. LeBlanc | 1/30/24(15) | $46,589 | $93,179 | $139,768 | — | — | — | — | — | | | 1/24/23(16) | — | — | — | 485 | 970 | 1,455 | — | $50,275 | | | 1/24/23(17) | — | — | — | 970 | 970 | 970 | — | $50,275 | | Todd R. Black | 1/30/24(18) | $19,039 | $38,078 | $57,116 | — | — | — | — | — | | | 1/24/23(19) | — | — | — | 485 | 970 | 1,455 | — | $50,275 | | | 1/24/23(20) | — | — | — | 970 | 970 | 970 | — | $50,275 |

  52. Grants of Plan-Based Awards

    NOTES:

  53. Grants of Plan-Based Awards

    | (1) The “Threshold” reference shown in the table means the minimum cash incentive award if the minimum threshold performance level is met. Failure to meet the minimum threshold for all performance measures would result in no award. |

  54. Grants of Plan-Based Awards

    | (2) The “Threshold” reference shown in the table means the minimum stock award if the minimum threshold performance level is met. Failure to meet the minimum threshold for all performance measures would result in no vesting of Performance Restricted Shares. See the section entitled Incentive Compensation – New Long-Term Equity Incentive Compensation Program for additional information on the mechanics of the Second Amended Stock Plan. |

  55. Grants of Plan-Based Awards

    | (3) The Compensation Committee selected the performance metrics and goals for the 2023 Management Incentive Plan awards on January 26, 2023, and payment was made on January 30, 2024. The estimated future payout information shown for the Management Incentive Plan is for a payment in 2024 based on 2023 performance. Mr. Meissner’s actual cash award was 117% of Target, for a total award of $515,709. See also column (g) of the Summary Compensation Table in the section entitled Compensation – Compensation of Named Executive Officers. |

  56. Grants of Plan-Based Awards

    | (4) The estimated future payout information shown for Performance Restricted Shares granted from the Second Amended Stock Plan in 2023 is based on the results of the three-year performance period of 2023 - 2025. Mr. Meissner’s stock award was granted at 100% of Target, for a total award of 6,820 Performance Restricted Shares with a closing market price of $51.83 per share on the date of grant. See also the section entitled New Long-Term Equity Incentive Compensation Program of this proxy statement. See also column (e) of the Summary Compensation Table in the section entitled Compensation – Compensation of Named Executive Officers. |

  57. Grants of Plan-Based Awards

    | (5) The estimated future payout information is shown for Time Restricted Shares granted from the Second Amended Stock Plan in 2023. Time Restricted Shares will vest 100% over a four-year period at a rate of 25% per year, generally subject to continued employment (with the exception of death, disability or retirement). Mr. Meissner’s stock award was 100% of Target, for a total award of 6,820 Time Restricted Shares with a closing market price of $51.83 per share on the date of grant. See also the section entitled Incentive Compensation - New Long-Term Equity Incentive Compensation Program of this proxy statement. See also column (e) of the Summary Compensation Table in the section entitled Compensation – Compensation of Named Executive Officers. |

  58. Grants of Plan-Based Awards

    | (6) The Compensation Committee selected the performance metrics and goals for the 2023 Management Incentive Plan awards on January 24, 2023, and payment was made on January 30, 2024. The estimated future payout information shown for the Management Incentive Plan is for a payment in 2024 based on 2023 performance. Mr. Hevert’s actual award was 117% of Target, for a total award of $252,433. See also column (g) of the Summary Compensation Table in the section entitled Compensation – Compensation of Named Executive Officers. |

  59. Grants of Plan-Based Awards

    | (7) The estimated future payout information shown for Performance Restricted Shares granted from the Second Amended Stock Plan in 2023 is based on the results of the three-year performance period of 2023 - 2025. Mr. Hevert’s stock award was granted at 100% of Target, for a total award of 2,020 Performance Restricted Shares with a closing market price of $51.83 per share on the date of grant. See also the section entitled Incentive Compensation – New Long-Term Equity Incentive Compensation Program of this proxy statement. See also column (e) of the Summary Compensation Table in the section entitled Compensation – Compensation of Named Executive Officers. |

  60. Grants of Plan-Based Awards

    | (8) The estimated future payout information is shown for Time Restricted Shares granted from the Second Amended Stock Plan in 2023. Time Restricted Shares will vest 100% over a four-year period at a rate of 25% per year, generally subject to continued employment (with the exception of death, disability or retirement). Mr. Hevert’s stock award was 100% of Target, for a total award of 2,020 Time Restricted Shares with a closing market price of $51.83 per share on the date of grant. See also the section entitled Incentive Compensation - New Long-Term Equity Incentive Compensation Program of this proxy statement. See also column (e) of the Summary Compensation Table in the section entitled Compensation – Compensation of Named Executive Officers. |

  61. Grants of Plan-Based Awards

    | (9) The Compensation Committee selected the performance metrics and goals for the 2023 Management Incentive Plan awards on January 24, 2023, and payment was made on January 30, 2024. The estimated future payout information shown for the Management Incentive Plan is for a payment in 2024 based on 2023 performance. Mr. Hurstak’s actual award was 117% of Target, for a total award of $154,977. See also column (g) of the Summary Compensation Table in the section entitled Compensation – Compensation of Named Executive Officers. |

  62. Grants of Plan-Based Awards

    | (10) The estimated future payout information shown for Performance Restricted Shares granted from the Second Amended Stock Plan in 2023 is based on the results of the three-year performance period of 2023 - 2025. Mr. Hurstak’s stock award was granted at 100% of Target, for a total award of 970 Performance Restricted Shares with a closing market price of $51.83 per share on the date of grant. See also the section entitled Incentive Compensation - New Long-Term Equity Incentive Compensation Program of this proxy statement. See also column (e) of the Summary Compensation Table in the section entitled Compensation – Compensation of Named Executive Officers. |

  63. Grants of Plan-Based Awards

    | (11) The estimated future payout information is shown for Time Restricted Shares granted from the Second Amended Stock Plan in 2023. Time Restricted Shares will vest 100% over a four-year period at a rate of 25% per year, generally subject to continued employment (with the exception of death, disability or retirement). Mr. Hurstak’s stock award was 100% of Target, for a total award of 970 Time Restricted Shares with a closing market price of $51.83 per share on |

  64. Grants of Plan-Based Awards

    | the date of grant. See also the section entitled Incentive Compensation - New Long-Term Equity Incentive Compensation Program of this proxy statement. See also column (e) of the Summary Compensation Table in the section entitled Compensation – Compensation of Named Executive Officers. |

  65. Grants of Plan-Based Awards

    | (12) The Compensation Committee selected the performance metrics and goals for the 2023 Management Incentive Plan awards on January 24, 2023, and payment was made on January 30, 2024. The estimated future payout information shown for the Management Incentive Plan is for a payment in 2024 based on 2023 performance. Mr. Eisfeller’s actual award was 117% of Target, for a total award of $111,364. See also column (g) of the Summary Compensation Table in the section entitled Compensation – Compensation of Named Executive Officers. |

  66. Grants of Plan-Based Awards

    | (13) The estimated future payout information shown for Performance Restricted Shares granted from the Second Amended Stock Plan in 2023 is based on the results of the three-year performance period of 2023 - 2025. Mr. Eisfeller’s stock award was granted at 100% of Target, for a total award of 970 Performance Restricted Shares with a closing market price of $51.83 per share on the date of grant. See also the section entitled Incentive Compensation - New Long-Term Equity Incentive Compensation Program of this proxy statement. See also column (e) of the Summary Compensation Table in the section entitled Compensation – Compensation of Named Executive Officers. |

  67. Grants of Plan-Based Awards

    | (14) The estimated future payout information is shown for Time Restricted Shares granted from the Second Amended Stock Plan in 2023. Time Restricted Shares will vest 100% over a four-year period at a rate of 25% per year, generally subject to continued employment (with the exception of death, disability or retirement). Mr. Eisfeller’s stock award was 100% of Target, for a total award of 970 f Time Restricted Shares with a closing market price of $51.83 per share on the date of grant. See also the section entitled Incentive Compensation – New Long-Term Equity Incentive Compensation Program of this proxy statement. See also column (e) of the Summary Compensation Table in the section entitled Compensation – Compensation of Named Executive Officers. |

  68. Grants of Plan-Based Awards

    | (15) The Compensation Committee selected the performance metrics and goals for the 2023 Management Incentive Plan awards on January 24, 2023, and payment was made on January 30, 2024. The estimated future payout information shown for the Management Incentive Plan is for a payment in 2024 based on 2023 performance. Mr. LeBlanc’s actual award was 117% of Target, for a total award of $109,019. See also column (g) of the Summary Compensation Table in the section entitled Compensation – Compensation of Named Executive Officers. |

  69. Grants of Plan-Based Awards

    | (16) The estimated future payout information shown for Performance Restricted Shares granted from the Second Amended Stock Plan in 2023 is based on the results of the three-year performance period of 2023 - 2025. Mr. LeBlanc’s stock award was granted at 100% of Target, for a total award of 970 Performance Restricted Shares with a closing market price of $51.83 per share on the date of grant. See also the section entitled Incentive Compensation - New Long-Term Equity Incentive Compensation Program of this proxy statement. See also column (e) of the Summary Compensation Table in the section entitled Compensation – Compensation of Named Executive Officers. |

  70. Grants of Plan-Based Awards

    | (17) The estimated future payout information is shown for Time Restricted Shares granted from the Second Amended Stock Plan in 2023. Time Restricted Shares will vest 100% over a four-year period at a rate of 25% per year, generally subject to continued employment (with the exception of death, disability or retirement). Mr. LeBlanc’s stock award was 100% of Target, for a total award of 970 Time Restricted Shares with a closing market price of $51.83 per share on the date of grant. See also the section entitled Incentive Compensation - New Long-Term Equity Incentive Compensation Program of this proxy statement. See also column (e) of the Summary Compensation Table in the section entitled Compensation – Compensation of Named Executive Officers. |

  71. Grants of Plan-Based Awards

    | (18) The Compensation Committee selected the performance metrics and goals for the 2023 Management Incentive Plan awards on January 24, 2023, and payment was made on January 30, 2024. The estimated future payout information shown for the Management Incentive Plan is for a payment in 2024 based on 2023 performance. Mr. Black’s actual award was 117% of Target, for a total award of $44,551. See also column (g) of the Summary Compensation Table in the section entitled Compensation – Compensation of Named Executive Officers. |

  72. Grants of Plan-Based Awards

    | (19) The estimated future payout information shown for Performance Restricted Shares granted from the Second Amended Stock Plan in 2023 is based on the results of the three-year performance period of 2023 - 2025. Mr. Black’s stock award was granted at 100% of Target, for a total award of 970 Performance Restricted Shares with a closing market price of $51.83 per share on the date of grant. See also the section entitled Incentive Compensation – New Long-Term Equity Incentive Compensation Program of this proxy statement. See also column (e) of the Summary Compensation Table in the section entitled Compensation – Compensation of Named Executive Officers. |

  73. Grants of Plan-Based Awards

    | (20) The estimated future payout information is shown for Time Restricted Shares granted from the Second Amended Stock Plan in 2023. Time Restricted Shares will vest 100% over a four-year period at a rate of 25% per year, generally subject to continued employment (with the exception of death, disability or retirement). Mr. Black’s stock award was 100% of Target, for a total award of 970 Time Restricted Shares with a closing market price of $51.83 per share on the date of grant. See also the section entitled Incentive Compensation - New Long-Term Equity Incentive Compensation Program of this proxy statement. See also column (e) of the Summary Compensation Table in the section entitled Compensation – Compensation of Named Executive Officers. |

  74. Option Exercises & Stock Vested

    Option Exercises & Stock Vested The table below provides information with respect to the shares of stock granted under the Second Amended Stock Plan in previous years that vested during 2023.

  75. Option Exercises & Stock Vested

    | OPTION EXERCISES AND STOCK VESTED | | | | | | Name | Option Awards (1) | | Stock Awards | | | | Number of Shares Acquired on Exercise | Value Realized on Exercise | Number of Shares Acquired Upon Vesting | Value Realized Upon Vesting (2) ($) | | (a) | (b) | (c) | (d) | (e) | | Thomas P. Meissner, Jr. | — | — | 12,198 | $627,149 | | Robert B. Hevert (3) | — | — | 2,036 | $105,704 | | Daniel J. Hurstak (4) | — | — | 718 | $37,221 | | Justin Eisfeller | — | — | 1,280 | $65,911 | | Christopher J. LeBlanc | — | — | 1,280 | $65,911 | | Todd R. Black (5) | — | — | 4,775 | $259,916 |

  76. Option Exercises & Stock Vested

    NOTES:

  77. Option Exercises & Stock Vested

    | (1) Unitil has no option plan and no option awards outstanding. |

  78. Option Exercises & Stock Vested

    | (2) The values shown in column (e) for Mr. Meissner, Mr. Eisfeller, Mr. LeBlanc and Mr. Black represent the total value of shares of restricted stock that vested in 2023, and includes (i) shares that vested on January 30, 2023, at a closing price of $51.05 pursuant to the terms of the restricted stock awards granted on January 29, 2019, (ii) shares that vested on January 30, 2023, at a closing price of $51.05 pursuant to the terms of the restricted stock awards granted on January 28, 2020, (iii) shares that vested on January 26, 2023, at a closing price of $51.84 pursuant to the terms of the restricted stock awards granted on January 26, 2021, and (iv) shares that vested on January 25, 2023, at a closing price of $51.84 pursuant to the terms of the restricted stock awards granted on January 25, 2022. |

  79. Option Exercises & Stock Vested

    | (3) The value shown in column (e) for Mr. Hevert represents the value of shares of restricted stock that vested in 2023, and includes (i) shares that vested on July 28, 2023, at a closing price of $52.05 pursuant to the terms of the restricted stock award granted on July 28, 2020, which was provided in connection with Mr. Hevert’s offer of employment in July 2020, (ii) shares that vested on January 26, 2023, at a closing price of $51.84 pursuant to the terms of the restricted stock awards granted on January 26, 2021, and (iii) shares that vested on January 25, 2023, at a closing price of $51.84 pursuant to the terms of the restricted stock awards granted on January 25, 2022. |

  80. Option Exercises & Stock Vested

    | (4) The value shown in column (e) for Mr. Hurstak represents the value of shares of restricted stock that vested in 2023, and includes (i) shares that vested on January 26, 2023, at a closing price of $51.84 pursuant to the terms of the restricted stock awards granted on January 26, 2021, and (ii) shares that vested on January 25, 2023, at a closing price of $51.84 pursuant to the terms of the restricted stock awards granted on January 25, 2022. |

  81. Option Exercises & Stock Vested

    | (5) Mr. Black acquired 1,555 shares pursuant to the regular vesting schedule and terms during the period January 25 – January 30, 2023, as disclosed in Note (2) above. Pursuant to the terms of the Second Amended Stock Plan, upon Mr. Black’s retirement on May 1, 2023, he acquired the 3,220 remaining shares of restricted stock that vested in full at the closing price of $55.89 on May 1, 2023. The total value of all Mr. Black’s restricted stock that vested in 2023 is reflected in the table above. |

  82. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The table below provides information with respect to the outstanding equity awards of the Named Executive Officers as of December 31, 2023, which includes unvested stock awards granted under the Second Amended Stock Plan. Unitil has no option plan and no option awards outstanding.

  83. Outstanding Equity Awards at Fiscal Year End

    | OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END | | | | | | Name | Stock Awards | | | | | | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares Or Units of Stock That Have Not Vested (1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested | | (a) | (b) | (c) | (d) | (e) | | Thomas P. Meissner, Jr. | 2,954 (2) 4,314 (3) 10,388 (4) 13,640 (5) | $155,292 $226,787 $546,097 $717,055 | — — — — | — — — — | | Robert B. Hevert | 984 (3) 2,377 (4) 4,040 (5) 750 (6) | $51,729 $124,959 $212,383 $39,428 | — — — | — — — | | Daniel J. Hurstak | 550 (3) 1,327 (4) 1,940 (5) | $28,194 $69,760 $101,986 | — — — | — — — | | Justin Eisfeller | 375 (2) 550 (3) 1,327 (4) 1,940 (5) | $19,714 $28,914 $69,760 $101,986 | — — — — | — — — — | | Christopher J. LeBlanc | 375 (2) 550 (3) 1,327 (4) 1,940 (5) | $19,714 $28,914 $69,760 $101,986 | — — — — | — — — — | | Todd R. Black | 0 (2) 0 (3) 0 (4) 970 (7) | $0 $0 $0 $50,993 | — — — — | — — — — |

  84. Outstanding Equity Awards at Fiscal Year End

    NOTES:

  85. Outstanding Equity Awards at Fiscal Year End

    | (1) Based on the closing price of Unitil common stock on the last business day of the year (December 29, 2023), which was $52.57. |

  86. Outstanding Equity Awards at Fiscal Year End

    | (2) Shares of restricted stock were granted on January 28, 2020, for 2019 performance results pursuant to the Second Amended Stock Plan which vested 25% on January 28, 2021, 25% on January 28, 2022, and 25% on January 30, 2023. The unvested shares shown in the table (25% of the total 2020 grant) vested the final 25% on January 29, 2024. |

  87. Outstanding Equity Awards at Fiscal Year End

    | (3) Shares of restricted stock were granted on January 26, 2021, for 2020 performance results pursuant to the Second Amended Stock Plan which vested 25% on January 26, 2022, and 25% on January 26, 2023. The unvested shares shown in the table (50% of the total 2021 grant) vested 25% on January 26, 2024; and will further vest 25% on January 26, 2025. |

  88. Outstanding Equity Awards at Fiscal Year End

    | (4) Shares of restricted stock were granted on January 25, 2022, for 2021 performance results pursuant to the Second Amended Stock Plan which vested 25% on January 25, 2023. The unvested shares shown in the table (75% of the total 2022 grant) vested 25% on January 25, 2024; and will further vest 25% on January 25, 2025, and January 25, 2026, respectively. |

  89. Outstanding Equity Awards at Fiscal Year End

    | (5) Shares of restricted stock were granted on January 24, 2023, pursuant to the Second Amended Stock Plan (the “2023 Grant). The unvested shares shown in the table represent 100% of the total 2023 Grant of 50% Performance Restricted shares and 50% Time Restricted Shares. On January 24, 2024, 25% of the Time Restricted Shares vested; and will further vest 25% on January 24, 2025, January 24, 2026, and January 24, 2027, respectively. The Performance Restricted Shares will vest on January 24, 2026, after a performance period of three years, in an amount based on the attainment of certain performance thresholds of certain defined performance metrics, each as set by the Compensation Committee at the beginning of the January 24, 2023 – January 24, 2026 performance period. |

  90. Outstanding Equity Awards at Fiscal Year End

    | (6) Shares of restricted stock were granted on July 28, 2020, pursuant to Mr. Hevert’s offer of employment, which vested 25% on July 28, 2021, 25% on July 28, 2022, and 25% on July 28, 2023. The unvested shares shown in the table (25% of the total granted on July 28, 2020) will vest the final 25% on July 28, 2024. |

  91. Outstanding Equity Awards at Fiscal Year End

    | (7) The unvested shares shown in the table represent the Performance Restricted Shares (50% of the 2023 Grant), that will vest on January 24, 2026, as described in Note 5, at which time Mr. Black will receive the proportionate number of vested shares based on the number of months of service completed during the Performance Period. The unvested stock granted in prior years, as well as the Time Restricted Shares portion of the 2023 Grant (50%) vested in full upon Mr. Black’s retirement on May 1, 2023, pursuant to the provisions of the Second Amended Stock Plan. |

  92. Pension Benefits

    Pension Benefits The table below provides information with respect to the actuarial present value of the accumulated benefit under the Retirement Plan and the SERP for all Named Executive Officers as of December 31, 2023.

  93. Pension Benefits

    | | | PENSION BENEFITS | | | | Name | Plan Name | Number of Years Credited Service | Present Value of Accumulated Benefit (1) | Payments During Last Fiscal Year | | (a) | (b) | (c) | (d) | (e) | | Thomas P. Meissner, Jr. | Retirement Plan SERP | 29 29 | $1,457,548 $4,540,226 | — | | Robert B. Hevert (2) | — | — | — | — | | Daniel J. Hurstak (2) | — | — | — | — | | Justin Eisfeller | Retirement Plan | 22 | $807,128 | — | | Christopher J. LeBlanc | Retirement Plan | 23 | $877,904 | — | | Todd R. Black (3) | Retirement Plan SERP | 25 25 | $1,725,187 $668,113 | $73,276 $28,353 |

  94. Pension Benefits

    NOTES:

  95. Pension Benefits

    | (1) The present value amounts calculated by our actuary are based on assumptions for the growth of Unitil’s 401(k) contribution (applies to the SERP only), participant’s salary, and participant’s age. The Retirement Plan present value of accumulated benefit was calculated using a discount rate of 5.01%. The SERP present value of accumulated benefit was calculated using a discount rate of 4.98%. |

  96. Pension Benefits

    | (2) Mr. Hevert and Mr. Hurstak do not participate in the Retirement Plan or the SERP as both plans were closed to new participants when they began their employment with us on July 23, 2020, and March 23, 2020, respectively. |

  97. Pension Benefits

    | (3) Mr. Black retired from the Company on May 1, 2023. |

  98. DEFERRED COMPENSATION PLAN

    | NON-QUALIFIED DEFERRED COMPENSATION: FISCAL YEAR 2023 | | | | | | | Name | Executive Contributions in Last FY | Registrant Contributions in Last FY | Aggregate Earnings in Last FY | Aggregate Withdrawals / Distributions | Aggregate Balance at Last FYE | | (a) | (b) | (c) | (d) | (e) | (f) | | Robert B. Hevert | $160,264 | $64,105 | $63,139 | — | $473,199 | | Daniel J. Hurstak | $40,144 | $40,144 | $38,287 | — | $235,113 | | Justin Eisfeller | $46,042 | $38,368 | $24,520 | — | $225,147 | | Christopher J. LeBlanc | $33,738 | $37,487 | $24,000 | — | $195,555 |

  99. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL Upon termination of employment following a change of control of our Company, severance benefits will be paid to the Named Executive Officers. The severance benefits for termination other than a change of control which are payable to Mr. Meissner are addressed in his Employment Agreement, discussed below, and he would receive the benefits provided to him under that agreement. The other Named Executive Officers are not covered under employment agreements and any severance benefits payable to them would be paid in the event of an adverse employment action following a change of control. In addition, the Second Amended Stock Plan provides that unvested Time Restricted Shares will vest upon (i) death, (ii) disability (as defined in the Company’s Long-Term Disability Plan), (iii) retirement or (iv) a change of control of the Company (as defined in the Second Amended Stock Plan). In the event of death, disability, retirement, or a change in control without an adverse employment action, vesting of the Performance Restricted Shares will occur at the conclusion of the respective Performance Period, and will be pro-rated based on the number of months of service completed during the Performance Period. In the event of a change in control with an adverse employment action, all Time Restricted and Performance Restricted Shares will vest. The Second Amended Stock Plan also provides that all unvested awards under the Second Amended Stock Plan are forfeited if the participant’s employment terminates other than by reason of (i) death, (ii) disability (as defined in the Company’s Long-Term Disability Plan) or (iii) retirement at or after attaining early retirement eligibility at age 55 or standard retirement at age 65.

  100. Estimated Present Value of Benefits

    | amount of benefits that would be provided under the Retirement Plan and the SERP are disclosed in the Pension Benefits Table above. The form or amount of any payment or benefit under the Retirement Plan and the SERP would not be enhanced in connection with (i) the individual’s death or disability (without a change of control), or (ii) a change of control (without an adverse employment action). |

  101. Estimated Present Value of Benefits

    | (3) In the event of death, the actuarial present value of benefits under the Retirement Plan would be decreased from the amounts shown in the Pension Benefits Table above to $1,025,436 for Mr. Meissner, $1,574,153 for Mr. Black, $628,161 for Mr. Eisfeller, and $678,379 for Mr. LeBlanc. Mr. Hevert and Mr. Hurstak do not participate in the Retirement Plan. In the event of death, the actuarial present value of the benefit under the SERP would be decreased from the amounts shown in the Pension Benefits Table above to $3,191,888 for Mr. Meissner, and $609,486 for Mr. Black. Mr. Hevert, Mr. Hurstak, Mr. Eisfeller, and Mr. LeBlanc do not participate in the SERP. |

  102. COMPENSATION OF DIRECTORS

    COMPENSATION OF DIRECTORS The following table shows the compensation received by the members of the Board in 2023.

  103. COMPENSATION OF DIRECTORS

    | DIRECTORS’ COMPENSATION | | | | | | | | | Name (1) | Fees Earned or Paid in Cash | Stock Awards (2) | Option Awards (3) | Non-Equity Incentive Plan Compensation (3) | Change in Pension Value & Non-qualified Deferred Compensation Earnings (4) | All Other Compensation (5) | Total | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | | Anne L. Alonzo (6) | $48,024 | $53,324 | — | — | — | $517 | $101,865 | | Neveen F. Awad (7) | $72,000 | $79,986 | — | — | — | $775 | $152,761 | | Winfield S. Brown (8) | $89,500 | $79,986 | — | — | — | $775 | $170,261 | | Mark H. Collin (9) | $77,750 | $79,986 | — | — | $9,135 (10) | $254,611 (11) | $421,482 | | Suzanne Foster (12) | $79,000 | $79,986 | — | — | — | $775 | $159,761 | | Edward F. Godfrey (13) | $79,000 | $79,986 | — | — | — | $775 | $159,761 | | Michael B. Green (14) | $105,500 | $79,966 | — | — | — | $765 | $186,231 | | Thomas P. Meissner, Jr. (15) | — | — | — | — | — | — | — | | Eben S. Moulton (16) | $88,000 | $79,966 | — | — | — | $765 | $168,731 | | Justine Vogel (17) | $89,500 | $79,986 | — | — | — | $775 | $170,261 | | David A. Whiteley (18) | $89,500 | $79,986 | — | — | — | $775 | $170,261 |

  104. COMPENSATION OF DIRECTORS

    NOTES:

  105. COMPENSATION OF DIRECTORS

    | (1) With the exception of Mr. Meissner, no member of the Board had any unvested stock awards or unexercised option awards outstanding as of December 31, 2023. Mr. Meissner’s unvested stock awards are reflected in the Outstanding Equity Awards at Fiscal Year End Table, which is in the section entitled Compensation – Compensation of Named Executive Officers. |

  106. COMPENSATION OF DIRECTORS

    | (2) Stock awards are the equity-based component of the annual retainer for Board service. The amount reflected is the weighted average cash equivalent value of 1,914 shares of common stock, or grant date fair value of 1,890 RSUs, as elected by each Director. The grant date fair value of RSUs is calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. RSUs are granted to the Directors who have elected to receive RSUs in lieu of common stock as the stock-based component of the annual retainer for Board service. RSUs will settle as 70% stock and 30% cash upon retirement or other separation from the Board. |

  107. COMPENSATION OF DIRECTORS

    | (3) Members of the Board do not receive option awards and, with the exception of Mr. Meissner, did not participate in any non-equity incentive compensation plans. Mr. Meissner’s non-equity compensation is reflected in the Summary Compensation Table, which is in the section entitled Compensation – Compensation of Named Executive Officers. |

  108. COMPENSATION OF DIRECTORS

    | (4) With the exception of Mr. Meissner and Mr. Collin, members of the Board are not eligible to participate in the Unitil Corporation Retirement Plan or the Non-Qualified Deferred Compensation Plan. Mr. Collin’s change in pension value is shown in Note 10 below. Mr. Meissner’s change in pension value is reflected in the Summary Compensation Table, which is in the section entitled Compensation – Compensation of Named Executive Officers. |

  109. COMPENSATION OF DIRECTORS

    | (5) All other compensation includes dividends paid in 2023 on common stock, or dividend equivalents paid in 2023 on RSUs, acquired in connection with the stock-based component of the annual retainer for Board service in 2023. |

  110. COMPENSATION OF DIRECTORS

    | (6) Ms. Alonzo’s total cash retainer and stock award were prorated at 66.7% for service on the Board from April 26, 2023, through December 31, 2022. Ms. Alonzo’s stock award consists of 1,276 shares of common stock. |

  111. COMPENSATION OF DIRECTORS

    | (7) Ms. Awad’s stock award consists of 1,914 shares of common stock. |

  112. COMPENSATION OF DIRECTORS

    | (8) Mr. Brown’s stock award consists of 1,914 shares of common stock. |

  113. COMPENSATION OF DIRECTORS

    | (9) Mr. Collin’s stock award consists of 1,914 shares of common stock. |

  114. COMPENSATION OF DIRECTORS

    | (10) The amount shown reflects the change in pension value plus the change in SERP value in 2023 for Mr. Collin. Mr. Collin retired as Senior Vice President of the Company on May 1, 2019, but continues to participate in both the Retirement Plan and the SERP as a retired employee. |

  115. COMPENSATION OF DIRECTORS

    | (11) All Other Compensation for Mr. Collin includes Retirement Plan and SERP payments in 2023 (see Note 10 above), which are valued at $122,054 and $131,782, respectively, as well as dividends paid in 2023 on the shares of common stock acquired in connection with the stock-based component of the annual retainer for Board service in 2023. |

  116. COMPENSATION OF DIRECTORS

    | (12) Ms. Foster’s stock award consists of 1,914 shares of common stock. |

  117. COMPENSATION OF DIRECTORS

    | (13) Mr. Godfrey’s stock award consists of 1,914 shares of common stock. |

  118. COMPENSATION OF DIRECTORS

    | (14) Mr. Green’s stock award consists of 1,890 RSUs. |

  119. COMPENSATION OF DIRECTORS

    | (15) As chairman of the Board and CEO of the Company, Mr. Meissner receives no separate compensation in the form of cash or equity retainer fees for his service on the Board of Unitil or any subsidiary company. Mr. Meissner’s compensation is reflected in the Summary Compensation Table, which is included in the section entitled Compensation – Compensation of Named Executive Officers. |

  120. COMPENSATION OF DIRECTORS

    | (16) Mr. Moulton’s stock award consists of 1,890 RSUs. |

  121. COMPENSATION OF DIRECTORS

    | (17) Ms. Vogel’s stock award consists of 1,914 shares of common stock. |

  122. COMPENSATION OF DIRECTORS

    | (18) Mr. Whiteley’s stock award consists of 1,914 shares of common stock. |

  123. COMPENSATION OF DIRECTORS

    | Directors’ Pay Mix We use a combination of cash and stock-based compensation to attract and retain qualified candidates to serve on the Board. In setting compensation for Directors, the significant amount of time that Directors dedicate to the fulfillment of their duties, as well as the skill level required of members of the Board, is considered. All matters concerning Directors’ compensation are subject to approval by the full Board upon the recommendation of the Nominating and Governance Committee. | |

  124. COMPENSATION OF DIRECTORS

    | RESTRICTED STOCK UNITS ◾ 100% vested when granted ◾ Settled by payment to the Director as soon as practicable following the Director’s separation from service to the Company ◾ Upon settlement, paid as (i) 70% of the shares of the Company’s common stock underlying the RSUs and (ii) cash in an amount equal to the fair market value of 30% of the shares of the Company’s common stock underlying the RSUs ◾ May not be sold, assigned, transferred, pledged or otherwise disposed of or encumbered by a Director prior to settlement | The stock portion of the Directors’ annual retainer may be paid in shares of common stock or in RSUs at the Director’s election. The Director shall have no rights as a shareholder with respect to the RSUs or the shares underlying the RSUs, including the right to vote the RSUs or the underlying shares, or to receive dividends. However, the Director may be entitled to receive dividend equivalents, which are converted to additional RSUs at the time of settlement. |

  125. INFORMATION ABOUT THE NOMINEES FOR DIRECTOR

    INFORMATION ABOUT THE NOMINEES FOR DIRECTOR Suzanne Foster, Thomas P. Meissner, Jr., and Justine Vogel are standing for re-election to the Board this year upon the recommendation of the members of the Nominating and Governance Committee and the approval of the Board. Except as otherwise noted, each nominee has held his or her present position (or another executive position with the same employer) for more than the past ten years. Each nominee is free of involvement in any Related Person Transaction, and each nominee meets the Board’s independence standard. If elected, each nominee will hold office for a term of three years, and until his or her successor is elected and qualified. Proxies will be voted for the nominees listed in Proposal 1 above unless instructed otherwise. We have no reason to believe that any of the nominees will be unable or unwilling to serve if elected. However, if any nominee should become unable for any reason or unwilling for good cause to serve, proxies may be voted for another person nominated as a substitute by the Board, or the Board may reduce the number of Directors provided such reduction does not conflict with our Articles of Incorporation. The nominees have consented to being named in this proxy statement and to serve if elected.

  126. PROPOSAL 1: ELECTION OF THREE DIRECTORS

    PROPOSAL 1: ELECTION OF THREE DIRECTORS In Proposal 1, we are asking shareholders to three Directors in Class III each for a term of three years. The Board recommends that shareholders vote FOR the election of the Director nominees listed below.

  127. PROPOSAL 1: ELECTION OF THREE DIRECTORS

    | Suzanne Foster | | | Ms. Foster has been the president of Beckman Coulter Life Sciences for Danaher Corporation (“Danaher”), a global science and technology innovation company, Washington, DC, since April 2022. Prior to Danaher, Ms. Foster served as president of At Home Solutions for Cardinal Health, Dublin Ohio, a global, integrated healthcare services and products company, from January 2020 until April 2022, as president of Stanley Healthcare, Waltham, Massachusetts, a healthcare technology operating division of Stanley Black & Decker, from April 2018 until January 2020, and as a general manager of Medtronic Advanced Energy (“Medtronic”), a medical device company, from August 2011 until March 2018. Ms. Foster formerly served as vice president of Global Business Operations at Salient Surgical Technologies, a medical device company later acquired by Medtronic. She was also formerly employed as an attorney at the law firms of Holland & Knight and Wiggin & Nourie, and served as vice president of Legal & Compliance for the Elliot Health System. In 2017, Ms. Foster was appointed to the University System of New Hampshire Board of Trustees by New Hampshire Governor Chris Sununu. She also currently serves on the board of Perimeter Medical Imaging AI, Inc., since 2018, and on multiple boards of private medical technology companies. Ms. Foster is also gender diverse. | Director Since: January 2019 Age: 54 Class: III Board Committees: Compensation; Nominating and Governance Other Public Company Boards: Perimeter Medical Imaging AI, Inc. Individual Qualifications: Multinational business and industry experience; legal expertise; proven senior leadership experience |

  128. PROPOSAL 1: ELECTION OF THREE DIRECTORS

    | Thomas P. Meissner, Jr. | | | Mr. Meissner has been Chairman of the Board and Chief Executive Officer of Unitil since April 2018. He also served as President from April 2018 until May 2023. Previously, Mr. Meissner held the position of senior vice president and chief operating officer of the Company from 2005 until April 2018. Mr. Meissner also served as Unitil’s senior vice president of operations from 2003 through 2005, and as director of engineering from 1998 until 2003. Mr. Meissner began his career with Unitil in 1994. Prior to joining Unitil, he held a number of engineering and operations positions at Public Service Company of New Hampshire, a predecessor company of Eversource Energy, a multi-state gas and electric utility headquartered in Hartford, Connecticut and Boston, Massachusetts. Mr. Meissner is a registered professional engineer in the state of New Hampshire, and also currently serves as a director of the Edison Electric Institute since 2018 and as a director of the American Gas Association since 2022. | Director Since: April 2018 Age: 61 Class: III Board Committee: Executive Other Public Company Boards: None Individual Qualifications: Current chairman of the board and chief executive officer of the Company; extensive utility industry experience and expertise; significant utility operating expertise; regulated industry expertise; registered Professional Engineer; proven senior leadership experience |

  129. PROPOSAL 1: ELECTION OF THREE DIRECTORS

    | Justine Vogel | | | Ms. Vogel has been the president and chief executive officer of The RiverWoods Group, Exeter, New Hampshire, the parent organization of charitable not-for-profit continuing care retirement communities, since 2011. Prior to The RiverWoods Group, Ms. Vogel was the president and chief executive officer of RiverWoods Exeter from 2007 until 2011, and chief operating officer of RiverWoods Exeter from 2005 until 2007. Ms. Vogel began her professional career in auditing and technical accounting roles, working at Arthur Anderson in New Jersey and Ernst & Young and Chubb Life Insurance in New Hampshire. Ms. Vogel is a certified public accountant in the state of New Jersey. She also currently serves on the Board of Directors and chairs the Underwriting Committee for Caring Communities, a reciprocal risk retention group serving senior living providers, and serves on the Board of Directors for LeadingAge, the national association for nonprofit aging service providers. Ms. Vogel also served on the Board of Directors for City Year NH until 2019, and on the Board of Directors of LeadingAge Maine and New Hampshire until 2017. Ms. Vogel is also gender diverse. | Director Since: January 2019 Age: 55 Class: III Board Committee: Audit (chair), Executive Other Public Company Boards: None Individual Qualifications: Financial and accounting expertise (CPA); extensive business and healthcare industry experience including strategic planning, risk management, finance and operations; proven senior leadership experience |

  130. INFORMATION ABOUT DIRECTORS WITH CONTINUING TERMS OF OFFICE

    INFORMATION ABOUT DIRECTORS WITH CONTINUING TERMS OF OFFICE The Directors listed below were elected by shareholders in either 2022 or 2023 for terms of two or three years, as noted below.

  131. INFORMATION ABOUT DIRECTORS WITH CONTINUING TERMS OF OFFICE

    | Anne L. Alonzo | | | Ms. Alonzo has served as Principal of Alonzo Advisory LLC, focused on ESG, sustainability, climate change and other advisory services since November 2021. Ms. Alonzo formerly served as Senior Vice President, External Affairs and Chief Sustainability Officer of Corteva AgriScience (“Corteva”), a publicly-traded agricultural chemical and seed company until her retirement in August 2021. Prior to joining Corteva, Ms. Alonzo was the president and chief executive officer and a member of the Board Executive Committee of the American Egg Board from January 2016 until April 2020. Prior to 2016, Ms. Alonzo served in various senior leadership positions at the U.S. Department of Agriculture, Agricultural Marketing Service and Kraft Foods, Inc. (now Mondelez International, Inc.). Since December 2021, Ms. Alonzo has served on the Board, and as a member of the Audit and Nominating Governance Committees, at PotlatchDeltic Corporation, a leading timberland real estate investment trust (REIT) company. Since December 2021, Ms. Alonzo has also served as a Trustee of the Pan American Development Foundation, an NGO focused on vulnerable populations across Latin America/Caribbean. Since July 2022, Ms. Alonzo has served as a Board member of Feeding America, the largest charity in the United States. In 2023, Ms. Alonzo joined the Advisory Board of the John L. Weinberg Center for Corporate Governance (an academic corporate governance thought leadership organization) at the University of Delaware. Additionally, Ms. Alonzo is certified in Climate Leadership by the Diligent Institute. Ms. Alonzo is also gender and ethnically diverse. | Director Since: 2023 Age: 65 End of Current Term: 2025 Class: I Board Committee: Audit Other Public Company Boards: PotlatchDeltic Corporation Individual Qualifications: Significant experience in ESG and sustainability matters; extensive experience in matters of corporate governance, strategic planning and risk oversight; legal expertise; proven senior leadership experience |

  132. INFORMATION ABOUT DIRECTORS WITH CONTINUING TERMS OF OFFICE

    | Neveen F. Awad | | | Dr. Awad has been a partner and managing director of the Boston Consulting Group (“BCG”), a global management consulting firm, since 2011. Prior to BCG, Dr. Awad was an assistant professor at Wayne State University School of Business, a public research university in Detroit, Michigan. Ms. Awad is also gender and ethnically diverse. | Director Since: October 2022 Age: 48 End of Current Term: 2026 Class: II Board Committee: Compensation Other Public Company Boards: None Individual Qualifications: Expertise in cybersecurity and digital and technology-driven transformations; significant experience in matters of governance, strategic planning, workforce diversity development; proven senior leadership experience |

  133. INFORMATION ABOUT DIRECTORS WITH CONTINUING TERMS OF OFFICE

    | Winfield S. Brown | | | Mr. Brown has been the interim chief executive officer of Mt. Ascutney Hospital and Health Center, a Vermont based non-profit healthcare organization and member of Dartmouth Health, since July 2023. Mr. Brown formerly served as president and CEO of Heywood Healthcare (“Heywood”), Gardner, Massachusetts, an independent, community-owned, non-profit healthcare organization, which includes Heywood Hospital, Gardner, Massachusetts; Athol Hospital, Athol, Massachusetts; the Quabbin Retreat, Petersham, Massachusetts; and Heywood Medical Group, Gardner, Massachusetts, from January 2013 until June 2023. Prior to creation of Heywood, Mr. Brown served as president and CEO of Heywood Hospital from 2011 until 2013. Preceding his role at Heywood, Mr. Brown served as vice president of administration at Lowell General Hospital in Lowell, Massachusetts, vice president of marketing, planning and development at Northern Berkshire Healthcare in North Adams, Massachusetts, and executive director and vice president of St. Mary’s Foundation – St. Mary’s Health System in Lewiston, Maine. Mr. Brown is a Fellow of the American College of Healthcare Executives and serves on the Board of Fidelity Cooperative Bank. Mr. Brown served on the Board of Directors of the Massachusetts Hospital Association until June 2023, and the Board of Directors of the United Way of North Central Massachusetts until October 2023, and is the immediate past chair and former board member of the Boys and Girls Club of Fitchburg and Leominster until September of 2023. | Director Since: January 2020 Age: 57 End of Current Term: 2026 Class: II Board Committees: Compensation (chair), Executive, Nominating and Governance Other Public Company Boards: None Individual Qualifications: Extensive healthcare industry expertise which includes strategic focus, operations, regulation and compliance; financial acumen; technology, data privacy; proven senior leadership experience in a highly regulated industry |

  134. INFORMATION ABOUT DIRECTORS WITH CONTINUING TERMS OF OFFICE

    | Mark H. Collin | | | Mr. Collin served as senior vice president of the Company from February 2003 until his retirement from the Company on May 1, 2019. Mr. Collin also served as the Company’s chief financial officer and treasurer from 2003 and 1998, respectively, until March 1, 2019, when he formally stepped down from those executive leadership positions as part of the Company’s long-term succession plan, as well as in connection with his planned retirement on May 1, 2019. Mr. Collin joined Unitil in 1988 and served as the Company’s vice president of finance from 1995 until 2003. Prior to joining Unitil in 1988, Mr. Collin was an economist and utility analyst for the New Hampshire Public Utilities Commission. Mr. Collin also currently serves on the Board of Directors of New Hampshire PBS. | Director Since: January 2019 Age: 65 End of Current Term: 2026 Class: II Board Committees: None Other Public Company Boards: None Individual Qualifications: Extensive utility industry expertise including utility regulation, strategy, finance and operations; affirmed Audit Committee financial expert; investor relations expertise; proven senior leadership experience |

  135. INFORMATION ABOUT DIRECTORS WITH CONTINUING TERMS OF OFFICE

    | Edward F. Godfrey | | | Mr. Godfrey was the executive vice president and chief operating officer of Keystone Investments, Incorporated (“Keystone”), Boston, Massachusetts, from 1997 until 1998. Mr. Godfrey was senior vice president, chief financial officer and treasurer of Keystone from 1988 until 1996. Mr. Godfrey has also been a director of Vector Fleet Management, LLC, Charlotte, North Carolina, since 2006. | Director Since: January 2002 Age: 74 End of Current Term: 2025 Class: I Board Committee: Audit Other Public Company Boards: None Individual Qualifications: Financial industry expertise; affirmed Audit Committee financial expert; proven senior leadership experience |

  136. INFORMATION ABOUT DIRECTORS WITH CONTINUING TERMS OF OFFICE

    | Michael B. Green | | | Mr. Green served as the president and chief executive officer of Capital Region Health Care and Concord Hospital, Concord, New Hampshire, from 1992 until his retirement in January 2014. In addition, Mr. Green formerly served as a trustee of New Hampshire Mutual Bancorp including membership on the investment and compensation committees, Concord, New Hampshire; and as vice chairman of Merrimack County Savings Bank, Concord, New Hampshire, including membership on the investment and audit committees until 2022. Mr. Green also formerly served as a director of Concord General Mutual Insurance Company, Concord, New Hampshire until March 2019, as well as a director of the Foundation for Healthy Communities, Concord, New Hampshire. | Director Since: June 2001 Age: 74 End of Current Term: 2026 Class: II Lead Director Board Committees: Audit; Executive (chair); Nominating and Governance Other Public Company Boards: None Individual Qualifications: Extensive business and healthcare industry expertise, including finance, strategic planning and risk oversight; affirmed Audit Committee financial expert; proven senior leadership experience |

  137. INFORMATION ABOUT DIRECTORS WITH CONTINUING TERMS OF OFFICE

    | David A. Whiteley | | | Mr. Whiteley has been the owner of Whiteley BPS Planning Ventures LLC, St. Louis, Missouri, a private consulting firm specializing in utility planning, operations, and management, since 2009. While operating his private consulting firm he also served as the executive director of the Eastern Interconnection Planning Collaborative from 2011 through 2018. Mr. Whiteley served as an executive vice president of the North American Electric Reliability Corporation from 2007 to 2009. Prior to that, Mr. Whiteley served as senior vice president—Energy Delivery Services for Ameren Corporation, a multi-state electric and gas utility, headquartered in St. Louis, Missouri from 2005 to 2007 and as senior vice president—Energy Delivery, from 2003 to 2005. Mr. Whiteley started his employment at Ameren Corporation’s predecessor, Union Electric Company, in 1978. | Director Since: December 2012 Age: 67 End of Current Term: 2025 Class: I Board Committees: Compensation; Executive; Nominating and Governance (chair) Other Public Company Boards: None Individual Qualifications: Utility industry experience; utility operations and energy delivery expertise; registered professional engineer; electric utility reliability standards public policy insight; proven leadership experience |

  138. INFORMATION ABOUT DIRECTORS WITH CONTINUING TERMS OF OFFICE

    | PROPOSAL 2: APPROVAL OF THE UNITIL CORPORATION THIRD AMENDED AND RESTATED 2003 STOCK PLAN |

  139. INFORMATION ABOUT DIRECTORS WITH CONTINUING TERMS OF OFFICE

    In Proposal 2, we are asking shareholders to approve the Unitil Corporation Third Amended and Restated 2003 Stock Plan (which amends and restates the Second Amended and Restated 2003 Stock to increase the maximum number of shares of common stock available for awards to plan participants by 700,000 shares, from 677,500 shares to 1,377,500 shares in the aggregate), including the material terms of the plan. The Board believes that the Third Amended and Restated 2003 Stock Plan is in the best interests of our Company and our shareholders, as the Stock Plan has successfully, since 2003, provided a means to optimize the profitability and growth of our Company through incentives that are consistent with our goals, link the personal interests of participants to those of our shareholders, attract and retain employees and directors of outstanding ability, and promote teamwork among participants. The Board recommends a vote FOR approval of the Third Amended and Restated 2003 Stock Plan including the material terms of the plan.