DEF 14A of Unitil Corp

Filed Mar 27, 2026 · FY20250001193125-26-128263

Open on EDGAR

Customer Service
| ◾ | We delivered exceptional service to customers, achieving a customer satisfaction rating of 87% compared to the national benchmark of 83%, despite comparatively high energy costs in the New |
EXECUTIVE COMPENSATION RECOVERY POLICY
| (6) For the purposes of the Executive Compensation Recovery Policy, performance-based compensation is defined as all annual incentives and long-term incentives, whether in cash, in equity, or otherwise, with performance features based on Unitil’s or a group’s performance |
TIMING AND PRICING OF STOCK AWARDS
TIMING AND PRICING OF STOCK AWARDS While we do not have a formal policy regarding the timing of equity awards, our practices regarding the grant of equity awards are designed to comply with applicable securities laws, and to reflect the integrity of our executive compensation program. The Board, together with the Compensation Committee, are responsible for determining the timing and terms of equity awards to eligible persons, including Named Executive Officers, other employees, and Directors. We do not grant equity awards in anticipation of the release of material non-public information, and we do not time the release of material non-public information based upon grant dates of equity. Equity awards are granted in connection with our yearly compensation cycle at pre-scheduled meetings. Currently, we do not issue stock options or SARS, and there are no stock options or SARS outstanding.
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 the practice of 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. |
2024 Compensation Analysis – Summary
| The Committee’s standard practice is to engage a compensation consultant to prepare a comprehensive study of all elements of compensation every five years, with updates or specific studies on executive compensation or compensation-related matters as needed. Prior to the completion of the 2024 Compensation Analysis, the last comprehensive analysis was performed in 2019, as described in the following pages of this proxy statement. The scope of the 2024 Compensation Analysis included an overall review and analysis of our executive, non-union staff and Directors’ compensation as it relates to and supports our business strategy, alignment with the compensation philosophy, overall competitiveness, and peer group selection. General Methodology Willis Towers employed the same methodology used in past analyses and study updates to assess our position in the compensation marketplace. Willis Towers used both compensation data from published compensation surveys focused on comparably sized organizations in the utility sector and general industry sector (for all senior management positions), and compensation data from proxy filings of our approved peer group of 12 publicly-traded utility companies with annual revenues between $97.4 million and $2.37 billion (the “2024 Peer Group”)(7) for CEO and CFO analysis. | 2024 Compensation Analysis Scope Review of Total Compensation Philosophy Senior Management Competitive Assessment: Detailed review of total direct compensation* for approximately 29 executive positions, including the CEO, CFO and other Named Executive Officers ◾ Confirmation of competitive marketplace and peer group alignment ◾ Assessment of base pay level competitiveness and mix of total direct compensation ◾ Competitiveness of cash and equity incentive levels ◾ Identification of gaps against market relative to base pay, incentive targets and equity levels Non-Union Staff Competitive Assessment: Competitive assessment of non-union staff cash compensation for 68 jobs covering approximately 96 incumbents ◾ Cash compensation ◾ Comparison of actual pay and desired philosophy with published survey data ◾ Appropriateness of salary structure ◾ Analysis of incentive targets Directors’ Competitive Assessment: Competitive assessment of total compensation for outside Board members ◾ Confirmation of peer group ◾ Assessment of pay elements including board and committee annual cash and equity retainers, meeting fees, board and committee leadership premiums ◾ Identification of gaps against market 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. |
Compensation Data from Proxy Filings
Compensation Data from Proxy Filings Compensation data was also extracted from the 2024 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. Data from peer company proxy filings generally validate published survey information with definitive executive compensation data from specific companies. Willis Towers completed the 2024 Compensation Analysis in October 2024. Deliverables included a review of peer group identification, detailed information on executive, non-union staff, and Director’s compensation, the research methodology and process, key findings concerning base salary and incentive compensation, program assessment, and several recommendations for the Committee’s consideration. Results of the Directors’ competitive assessment were also provided to the Nominating and Governance Committee. Please see the section entitled Compensation – Compensation of Directors for additional information on the Nominating and Governance Committee’s actions concerning Directors’ compensation. The Committee used the information provided in the 2024 Compensation Analysis:
Compensation Data from Proxy Filings
| ◾ | as a reference point, or benchmark, upon which to base its compensation decisions starting with decisions for the 2025 compensation year; and |
Compensation Decisions for 2020 - 2024
Compensation Decisions for 2020 - 2024 In order to prudently manage outside consulting expenses, the Compensation Committee decided to forego consulting work related to overall executive pay decisions in the years 2020, 2021, 2022, and 2023. 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 overall executive compensation paid in 2020 through 2024. The Committee recommended and the Board 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 benchmark for 2023 and 2024 executive compensation disclosed in this proxy statement.
Compensation Decisions for 2020 - 2024
| 2019 Compensation Analysis Benchmarking 2020 Compensation Decisions 2021 Compensation Decisions 2022 Compensation Decisions 2023 Compensation Decisions 2024 Compensation Decisions | 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. | | The Committee engaged Willis Towers in 2019 to conduct a comprehensive review and assessment of senior management compensation, including CEO, CFO, and other Named Executive Officers’ compensation, non-union employee compensation, employee benefits, and Directors’ compensation (the “2019 Compensation Analysis” or as used in this section entitled “Compensation Decisions 2020-2024,” 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, and ultimately, 2021 to 2024. | |
General Methodology
General Methodology Willis Towers 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”)(9), which was approved by the Compensation Committee in April 2019 for the purposes of this Analysis.
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. 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 2024, 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.
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.
Long-Term Incentive Compensation – Equity Compensation
Long-Term Incentive Compensation – Equity Compensation We grant shares of restricted stock to selected management participants in the Third 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(11), 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 2021. Willis Towers incorporated information from the proxy statements of our peer group into the Assessment as a benchmark to set the salary grade multiplier. 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.
CEO Pay Ratio
CEO Pay Ratio
Results
| 2025 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. | 2025 | $744,066 | $751,842 | $662,591 | $860,413 | $170,204 | $3,189,116 | | Median Employee | 2025 | $107,796 | — | $5,634 | $35,523 | $4,813 | $153,766 | | Ratio of Median Employee’s to Mr. Meissner’s Annual Total Compensation: | | | | | | | 1:21 |
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 2023, 2024 and 2025.
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. | 2025 | $744,066 | — | $751,842 | — | $662,591 | $860,413 | $170,204(5) | $3,189,116 | | Chairman of the Board & Chief | 2024 | $712,025 | — | $690,759 | — | $518,354 | $492,404 | $158,490 | $2,572,032 | | Executive Officer | 2023 | $678,119 | — | $706,961 | — | $515,709 | $567,527 | $157,574 | $2,625,890 | | Robert B. Hevert | 2025 | $486,000 | — | $348,543 | — | $332,910 | $154,314 | $293,099(6) | $1,614,866 | | President & Chief | 2024 | $469,000 | — | $312,556 | — | $262,640 | $112,494 | $162,772 | $1,319,462 | | Administrative Officer | 2023 | $431,510 | — | $209,393 | — | $252,433 | $63,139 | $131,941 | $1,088,405 | | Daniel J. Hurstak | 2025 | $352,892 | — | $225,342 | — | $217,558 | $81,282 | $121,923(7) | $998,997 | | Senior Vice President, Chief | 2024 | $330,746 | — | $204,778 | — | $166,696 | $67,912 | $105,746 | $875,878 | | Financial Officer & Treasurer | 2023 | $294,353 | — | $100,550 | — | $154,977 | $38,297 | $73,159 | $661,326 | | Justin Eisfeller | 2025 | $296,951 | — | $101,088 | — | $142,388 | $170,309 | $72,149(8) | $782,885 | | Vice President & Chief | 2024 | $286,451 | — | $97,980 | — | $112,289 | $77,934 | $90,191 | $664,845 | | Technology Officer | 2023 | $271,951 | — | $100,550 | — | $111,364 | $159,277 | $67,394 | $710,536 | | Christopher J. LeBlanc | 2025 | $306,375 | — | $101,088 | — | $147,079 | $228,059 | $80,680(9) | $863,281 | | Senior Vice President, Gas | 2024 | $283,325 | — | $97,980 | — | $113,278 | $74,058 | $79,654 | $648,295 | | Operations | 2023 | $266,225 | — | $100,550 | — | $109,019 | $159,305 | $74,707 | $709,806 |
Summary Compensation Table
NOTES:
Summary Compensation Table
| (1) Officers also hold various positions with subsidiary companies. Compensation for those positions is included in the above table. |
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 under the Third Amended Stock Plan were granted on January 24, 2023, at a price of $51.83, on January 30, 2024, at a price of $48.99, and on January 28, 2025, at a price of $52.65. |
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 30, 2024, for 2023 results, January 28, 2025, for 2024 results, and January 27, 2026, for 2025 results. See also the Grants of Plan-Based Awards Table in the section entitled Compensation – Compensation of Named Executive Officers. |
Summary Compensation Table
| (4) The amounts shown reflect the change in pension value and the change in SERP value for Mr. Meissner; the change in pension value and the earnings under the Deferred Compensation Plan for Mr. Eisfeller and Mr. LeBlanc; and the earnings under the Deferred Compensation Plan for Mr. Hevert and Mr. Hurstak. Mr. Hevert and Mr. Hurstak do not participate in the Retirement Plan or the SERP. |
Summary Compensation Table
| (5) All Other Compensation for Mr. Meissner for the year 2025 includes an annual vehicle allowance, which is valued at $12,000, Unitil’s contribution to his 401(k), which is valued at $10,500, the contribution to his HSA account, non-preferential dividends earned in 2025 on the 14,280 shares of restricted stock awarded in 2025, which is valued at $25,704, and the tax adjustment on the 7,140 Time Restricted Shares that vested for tax purposes in 2025 in accordance with the provisions of the Third Amended Stock Plan, which is valued at $121,000. Under the terms of the Third 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 Third Amended Stock Plan. This tax adjustment is further described in the section entitled Compensation – Compensation of Named Executive Officers – Equity Compensation Information. |
Summary Compensation Table
| (6) All Other Compensation for Mr. Hevert for the year 2025 includes Unitil’s contribution to his 401(k) account, which is valued at $35,000, the contribution to his DC Plan account, which is valued at $74,864, a medical insurance opt out payment, the non-preferential dividends earned in 2025 on the 6,620 shares of restricted stock awarded in 2025, which is valued at $11,916, the tax adjustment on the 10,092 Time Restricted Shares that vested for tax purposes in 2025 in accordance with the provisions of the Third Amended Stock Plan, which is valued at $170,119. Under the terms of the Third 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. Hevert reached retirement eligibility age in 2025, 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. Hevert’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 Third Amended Stock Plan. This tax adjustment is further described in the section entitled Compensation – Compensation of Named Executive Officers – Equity Compensation Plan Information. |
Summary Compensation Table
| (7) All Other Compensation for Mr. Hurstak for the year 2025 includes Unitil’s contribution to his 401(k) account, which is valued at $35,000, the contribution to his DC Plan account, which is valued at $51,959, the contribution to his HSA account, non-preferential dividends earned in 2025 on the 4,880 shares of restricted stock awarded in 2025, and the tax adjustment on the 1,483 Time Restricted Shares that vested in 2025 in accordance with the provisions of the Third Amended Stock Plan, which is valued at $25,180. |
Summary Compensation Table
| (8) All Other Compensation for Mr. Eisfeller for the year 2025 includes Unitil’s contribution to his 401(k) account, which is valued at $10,500, the contribution to his HSA account, the contribution to his DC Plan account, which is valued at $40,924, non-preferential dividends earned in 20254 on the 1,920 shares of restricted stock awarded in 20254, and the tax adjustment on the 960 Time Restricted Shares that vested for tax purposes in 2025 in accordance with the provisions of the Third Amended Stock Plan, which is valued at $16,296. Under the terms of the Third 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 Third Amended Stock Plan. This tax adjustment is further described in the section entitled Compensation – Compensation of Named Executive Officers – Equity Compensation Plan Information. |
Summary Compensation Table
| (9) All Other Compensation for Mr. LeBlanc for the year 2025 includes the use of a Company-owned vehicle, which is valued at $2,733, Unitil’s contribution to his 401(k) account, which is valued at $10,500, the contribution to his HSA account, the contribution to his DC Plan account, which is valued at $42,001, non-preferential dividends earned in 2025 on the 1,920 shares of restricted stock awarded in 2025, and the tax adjustment on the 960 Time Restricted Shares that vested for tax purposes in 2025 in accordance with the provisions of the Third Amended Stock Plan, which is valued at $20,997. Under the terms of the Third Amended Stock Plan, all unvested Time Restricted Shares become |
Summary Compensation Table
| 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 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 Third Amended Stock Plan. This tax adjustment is further described in the section entitled Compensation – Compensation of Named Executive Officers – Equity Compensation Information. |
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 2021, 2022, 2023, 2024, and 2025.
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) | Company Selected Measure: Earnings Per Share (“EPS”) | | | | | | | Total Shareholder Return (“TSR”) (4) | Peer Group Total Shareholder Return (4) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | $3,189,116 | $2,295,997 | $1,065,007 | $872,495 | $128.54 | $159.06 | $50.2 | $2.97(5) | | 2024 | $2,572,032 | $2,398,645 | $877,120 | $829,811 | $102.83 | $137.73 | $47.1 | $2.93(6) | | 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 |
Pay Versus Performance
NOTES:
Pay Versus Performance
| (1) Mr. Meissner was the CEO for each of 2021, 2022, 2023, 2024, and 2025. |
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 table below details these adjustments. |
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 (7) | Summary Compensation Table: All Other Compensation | Total Compensation Actually Paid | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | | 2025 | CEO | $744,066 | $531,278 | $662,591 | $187,858 | $170,204 | $2,295,997 | | 2025 | Non-CEO NEOs | $360,555 | $144,821 | $209,982 | $15,174 | $141,965 | $872,495 | | 2024 | CEO | $712,025 | $759,041 | $518,354 | $250,735 | $158,490 | $2,398,645 | | 2024 | Non-CEO NEOs | $342,381 | $198,973 | $163,726 | $15,142 | $109,591 | $829,811 | | 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 |
Pay Versus Performance
NOTES, continued:
Pay Versus Performance
| (3) In 2024 and 2025, the other Named Executive Officers were Mr. Hevert, Mr. Hurstak, Mr. Eisfeller, and Mr. LeBlanc. In 2023, the other Named Executive Officers were Mr. Hevert, Mr. Hurstak, Mr. Eisfeller, Mr. LeBlanc, and Todd R. Black. Mr. Black retired from the Company on May 1, 2023. In 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. |
Pay Versus Performance
| (4) TSR is determined based on the value of an initial fixed investment of $100 at December 31, 2020. The TSR peer group consists of the S&P 500 Utilities Index. Source of data: S&P Dow Jones Indices LLC. |
Pay Versus Performance
| (5) For the purpose of calculating the 2025 performance of the “EPS” metric in the Management Incentive Plan, the Committee made the decision in January 2025, when the metrics were established, to use the reported Adjusted non-GAAP EPS for 2025 15 to allow for the transaction costs associated with the acquisitions of Bangor Natural Gas Company and Maine Natural Gas Corporation, both of which were completed in 2025, and the pending acquisition of Aquarion Water Company of Massachusetts, Inc., Aquarion Water Company of New Hampshire, Inc., and Abenaki Water Co., Inc. |
Pay Versus Performance
| (6) Reported EPS in 2024 was $2.93. The Compensation Committee made a discretionary $0.04 adjustment to account for the financial impact of the transaction costs incurred in 2024 associated with then-pending acquisition of Bangor Natural Gas Company. |
Pay Versus Performance
| (7) All values shown reflect the pension service cost in the applicable year. |
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
Relationship of Compensation Actually Paid to Performance Measures
| 15 | 2025 Adjusted non-GAAP EPS was $3.16, and GAAP EPS was $2.97. |
Relationship of Compensation Actually Paid to Performance Measures
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. The Long-Term Equity Compensation Plan (the “LTIP”) was approved by the Compensation Committee and became effective in January 2023. There are two financial measures, each weighted equally at 50%, 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 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 2021 through 2025 are shown in the table below.
Relationship of Compensation Actually Paid to Performance Measures
| Most Important Performance Measures | | | | Cash and Equity: 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: 2022-2025 | | | | 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: 2023-2025 | | | | Financial | Three-Year Average Return on Equity | 50% | | | Three-Year Average Growth in Book Value Per Share | 50% |
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. In 2024 and 2025, EPS lagged slightly behind target. However, EPS in both 2024 and 2025 included the transaction costs associated with the then pending acquisition of Bangor Natural Gas Company in January 2025, and the acquisition of Maine Natural Gas Corporation in October 2025. The respective transaction costs were not included in the 2024 and 2025 targets when set in early 2024 and 2025.
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 2025.
Grants of Plan-Based Awards
| GRANTS OF PLAN-BASED AWARDS: FISCAL YEAR 2025 | | | | | | | | | | | | | 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. | 1/27/26(3) | $241,821 | $483,643 | $725,464 | — | — | — | — | — | | | 1/28/25(4) | — | — | — | 3,570 | 7,140 | 10,710 | — | $375,921 | | | 1/28/25(5) | — | — | — | 7,140 | 7,140 | 7,140 | — | $375,921 | | Robert B. Hevert | 1/27/26(6) | $121,500 | $243,000 | $364,500 | — | — | — | — | — | | | 1/28/25(7) | — | — | — | 1,655 | 3,310 | 4,965 | — | $174,272 | | | 1/28/25(8) | — | — | — | 3,310 | 3,310 | 3,310 | — | $174,272 | | Daniel J. Hurstak | 1/27/26(9) | $79,401 | $158,801 | $238,202 | — | — | — | — | — | | | 1/28/25(10) | — | — | — | 1,070 | 2,140 | 3,210 | — | $112,671 | | | 1/28/25(11) | — | — | — | 2,140 | 2,140 | 2,140 | — | $112,671 | | Justin Eisfeller | 1/27/26(12) | $51,966 | $103,933 | $155,899 | — | — | — | — | — | | | 1/28/25(13) | — | — | — | 480 | 960 | 1,440 | — | $50,544 | | | 1/28/25(14) | — | — | — | 960 | 960 | 960 | — | $50,544 | | Christopher J. LeBlanc | 1/27/26(15) | $53,616 | $107,231 | $160,847 | — | — | — | — | — | | | 1/28/25(16) | — | — | — | 480 | 960 | 1,440 | — | $50,544 | | | 1/28/25(17) | — | — | — | 960 | 960 | 960 | — | $50,544 |
Grants of Plan-Based Awards
NOTES:
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. |
Grants of Plan-Based Awards
| (2) The “Threshold” reference shown in the table means the minimum stock award that will vest 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 – Long-Term Equity Incentive Compensation Program for additional information on the mechanics of the Third Amended Stock Plan. |
Grants of Plan-Based Awards
| (3) The Compensation Committee selected the performance metrics and goals for the 2025 Management Incentive Plan awards on January 28, 2025, and payment was made on January 27, 2026. The estimated future payout information shown for the Management Incentive Plan is for a payment in 2026 based on 2025 performance. Mr. Meissner’s actual cash award was 137% of Target, for a total award of $662,591. See also column (g) of the Summary Compensation Table in the section entitled Compensation – Compensation of Named Executive Officers. |
Grants of Plan-Based Awards
| (4) The estimated future payout information shown for Performance Restricted Shares granted from the Third Amended Stock Plan in 2025 is based on the results of the three-year performance period of 2025 - 2027. Mr. Meissner’s stock award was granted at 100% of Target, for a total award of 7,140 Performance Restricted Shares with a closing market |
Grants of Plan-Based Awards
| price of $52.65 per share on the date of grant. See also the section entitled 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. |
Grants of Plan-Based Awards
| (5) The estimated future payout information is shown for Time Restricted Shares granted from the Third Amended Stock Plan in 2025. 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 7,140 Time Restricted Shares with a closing market price of $52.65 per share on the date of grant. See also the section entitled Incentive Compensation - 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. |
Grants of Plan-Based Awards
| (6) The Compensation Committee selected the performance metrics and goals for the 2025 Management Incentive Plan awards on January 28, 2025, and payment was made on January 27, 2026. The estimated future payout information shown for the Management Incentive Plan is for a payment in 2026 based on 2025 performance. Mr. Hevert’s actual cash award was 137% of Target, for a total award of $332,910. See also column (g) of the Summary Compensation Table in the section entitled Compensation – Compensation of Named Executive Officers. |
Grants of Plan-Based Awards
| (7) The estimated future payout information shown for Performance Restricted Shares granted from the Third Amended Stock Plan in 2025 is based on the results of the three-year performance period of 2025 - 2027. Mr. Hevert’s stock award was granted at 100% of Target, for a total award of 3,310 Performance Restricted Shares with a closing market price of $52.65 per share on the date of grant. See also the section entitled 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. |
Grants of Plan-Based Awards
| (8) The estimated future payout information is shown for Time Restricted Shares granted from the Third Amended Stock Plan in 2025. 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 3,310 Time Restricted Shares with a closing market price of $52.65 per share on the date of grant. See also the section entitled Incentive Compensation - 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. |
Grants of Plan-Based Awards
| (9) The Compensation Committee selected the performance metrics and goals for the 2025 Management Incentive Plan awards on January 28, 2025, and payment was made on January 27, 2026. The estimated future payout information shown for the Management Incentive Plan is for a payment in 2026 based on 2025 performance. Mr. Hurstak’s actual cash award was 137% of Target, for a total award of $217,558. See also column (g) of the Summary Compensation Table in the section entitled Compensation – Compensation of Named Executive Officers. |
Grants of Plan-Based Awards
| (10) The estimated future payout information shown for Performance Restricted Shares granted from the Third Amended Stock Plan in 2025 is based on the results of the three-year performance period of 2025 - 2027. Mr. Hurstak’s stock award was granted at 100% of Target, for a total award of 2,140 Performance Restricted Shares with a closing market price of $52.65 per share on the date of grant. See also the section entitled 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. |
Grants of Plan-Based Awards
| (11) The estimated future payout information is shown for Time Restricted Shares granted from the Third Amended Stock Plan in 2025. 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 2,140 Time Restricted Shares with a closing market price of $52.65 per share on the date of grant. See also the section entitled Incentive Compensation - 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. |
Grants of Plan-Based Awards
| (12) The Compensation Committee selected the performance metrics and goals for the 2025 Management Incentive Plan awards on January 28, 2025, and payment was made on January 27, 2026. The estimated future payout information shown for the Management Incentive Plan is for a payment in 2026 based on 2025 performance. Mr. Eisfeller’s actual cash award was 137% of Target, for a total award of $142,388. See also column (g) of the Summary Compensation Table in the section entitled Compensation – Compensation of Named Executive Officers. |
Grants of Plan-Based Awards
| (13) The estimated future payout information shown for Performance Restricted Shares granted from the Third Amended Stock Plan in 2025 is based on the results of the three-year performance period of 2025 - 2027. Mr. Eisfeller’s stock award was granted at 100% of Target, for a total award of 960 Performance Restricted Shares with a closing market price of $52.65 per share on the date of grant. See also the section entitled 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. |
Grants of Plan-Based Awards
| (14) The estimated future payout information is shown for Time Restricted Shares granted from the Third Amended Stock Plan in 2025. 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 960 Time Restricted Shares with a closing market price of $52.65 per share on the date of grant. See also the section entitled Incentive Compensation - 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. |
Grants of Plan-Based Awards
| (15) The Compensation Committee selected the performance metrics and goals for the 2025 Management Incentive Plan awards on January 28, 2025, and payment was made on January 27, 2026. The estimated future payout information shown for the Management Incentive Plan is for a payment in 2026 based on 2025 performance. Mr. LeBlanc’s actual cash award was 137% of Target, for a total award of $147,079. See also column (g) of the Summary Compensation Table in the section entitled Compensation – Compensation of Named Executive Officers. |
Grants of Plan-Based Awards
| (16) The estimated future payout information shown for Performance Restricted Shares granted from the Third Amended Stock Plan in 2025 is based on the results of the three-year performance period of 2025 - 2027. Mr. LeBlanc’s stock award was granted at 100% of Target, for a total award of 960 Performance Restricted Shares with a closing market price of $52.65 per share on the date of grant. See also the section entitled 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. |
Grants of Plan-Based Awards
| (17) The estimated future payout information is shown for Time Restricted Shares granted from the Third Amended Stock Plan in 2025. 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 960 Time Restricted Shares with a closing market price of $52.65 per share on the date of grant. See also the section entitled Incentive Compensation - Long-Term Equity Incentive Compensation Program of this proxy statement. See also column (e) of the Summary Compensation Table in the section entitled Compensation – Compensation of Named Executive Officers. |
Option Exercises & Stock Vested
Option Exercises & Stock Vested The table below provides information with respect to the shares of stock granted under the Third Amended Stock Plan in previous years that vested during 2025.
Option Exercises & Stock Vested
| 2025 OPTION EXERCISES AND STOCK VESTED | | | | | | Name | Option Awards (1) | | Stock Awards | | | | Number of Shares Acquired on Exercise | Value Realized on Exercise | Number of Shares Acquired Upon Vesting | Value Realized Upon Vesting (2)(3) ($) | | (a) | (b) | (c) | (d) | (e) | | Thomas P. Meissner, Jr. | — | — | 9,087 | $482,652 | | Robert B. Hevert | — | — | 2,587 | $137,517 | | Daniel J. Hurstak | — | — | 1,483 | $78,902 | | Justin Eisfeller | — | — | 1,210 | $64,261 | | Christopher J. LeBlanc | — | — | 1,210 | $64,261 |
Option Exercises & Stock Vested
NOTES:
Option Exercises & Stock Vested
| (1) Unitil has no option plan and no option awards outstanding. |
Option Exercises & Stock Vested
| (2) The values shown in column (e) for represent the total value of shares of restricted stock that vested in 2025, and includes (i) shares that vested on January 27, 2025, at a closing price of $53.20 pursuant to the terms of the restricted stock awards granted on January 26, 2021, (ii) shares that vested on January 27, 2025, at a closing price of $53.20 pursuant to the terms of the restricted stock awards granted on January 25, 2022, (iii) shares that vested on January 24, 2025, at a closing price of $52.30 pursuant to the terms of the restricted stock awards granted on January 24, 2023, and (iv) shares that vested on January 30, 2025, at a closing price of $53.63 pursuant to the terms of the restricted stock awards granted on January 30, 2024. |
Option Exercises & Stock Vested
| (3) On January 26, 2026, 100% of Performance Restricted Shares granted in January 2023 vested. Goals set for the defined performance metrics for the performance period 2023-2025 were met at 106% of target, and Additional Shares were granted to all participants (including Named Executive Officers), at a closing price of $49.52, to account for the 6% above-target performance. The value of the Additional Shares granted is not included in the totals shown in column (e). |
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, 2025, which includes unvested stock awards granted under the Third Amended Stock Plan. Unitil has no option plan and no option awards outstanding.
Outstanding Equity Awards at Fiscal Year End
| OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2025 | | | | | | 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. | 3,463 (2) 10,230 (3) 12,338 (4) 14,280 (5) | $167,724 $495,541 $597,629 $691,723 | — — — — | — — — — | | Robert B. Hevert | 793 (2) 3,030 (3) 5,583 (4) 6,620 (5) | $38,389 $146,773 $270,416 $320,673 | — — — | — — — | | Daniel J. Hurstak | 443 (2) 1,455 (3) 3,658 (4) 4,280 (5) | $21,435 $70,480 $177,169 $207,323 | — — — | — — — | | Justin Eisfeller | 443 (2) 1,455 (3) 1,750 (4) 1,920 (5) | $21,435 $70,040 $84,777 $93,005 | — — — — | — — — — | | Christopher J. LeBlanc | 443 (2) 1,455 (3) 1,750 (4) 1,920 (5) | $21,435 $70,040 $84,777 $93,005 | — — — — | — — — — |
Outstanding Equity Awards at Fiscal Year End
NOTES:
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 31, 2025), which was $48.44. |
Outstanding Equity Awards at Fiscal Year End
| (2) Shares of restricted stock were granted on January 25, 2022, for 2021 performance results pursuant to the Third Amended Stock Plan, which vested 25% on January 25, 2023, 25% on January 25, 2024, and January 27, 2025. The unvested shares shown in the table (25% of the total 2022 grant) vested the final 25% on January 26, 2026. |
Outstanding Equity Awards at Fiscal Year End
| (3) Shares of restricted stock were granted on January 24, 2023, pursuant to the Third Amended Stock Plan (the “2023 Grant”). The unvested shares shown in the table represent 50% of the total 2023 Grant (50% Performance Restricted Shares and 50% Time Restricted Shares.) On January 24, 2024, and on January 24, 2025, 25% of the Time Restricted Shares vested, respectively. On January 26, 2026, an additional 25% of the Time Restricted Shares vested, and the final 25% will vest on January 25, 2027. 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 for the 2023 - 2025 performance period. On January 26, 2026, 100% of Performance Restricted |
Outstanding Equity Awards at Fiscal Year End
| Shares granted in January 2023 vested. Goals set for the defined performance metrics for the performance period 2023-2025 were met at 106% of target, and Additional Shares were granted to all participants (including Named Executive Officers) to account for the 6% above-target performance. The value of the Additional Shares granted to each Named Executive Officer is not included in the total shown in column (c). |
Outstanding Equity Awards at Fiscal Year End
| (4) Shares of restricted stock were granted on January 30, 2024, pursuant to the Third Amended Stock Plan (the “2024 Grant”). The unvested shares shown in the table represent 75% of the total 2024 Grant (50% Performance Restricted Shares and 50% Time Restricted Shares). On January 30, 2025, 25% of the Time Restricted Shares vested. On January 30, 2026, an additional 25% of the Time Restricted Shares vested, and will further vest 25% on January 31, 2027, and February 1, 2028, respectively. 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 for the 2024 - 2026 performance period. |
Outstanding Equity Awards at Fiscal Year End
| (5) Shares of restricted stock were granted on January 28, 2025, pursuant to the Third Amended Stock Plan (the “2025 Grant”). The unvested shares shown in the table represent 100% of the total 2025 Grant of 50% Performance Restricted Shares and 50% Time Restricted Shares. On January 28, 2026, 25% of the Time Restricted Shares vested; and will further vest 25% on January 28, 2027, January 28, 2028, January 29, 2029, respectively. 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 for the 2025 - 2027 performance period. |
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, 2025.
Pension Benefits
| | 2025 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 | 31 31 | $1,739,046 $5,611,545 | — | | Robert B. Hevert (2) | — | — | — | — | | Daniel J. Hurstak (2) | — | — | — | — | | Justin Eisfeller | Retirement Plan | 24 | $998,853 | — | | Christopher J. LeBlanc | Retirement Plan | 25 | $1,095,813 | — |
Pension Benefits
NOTES:
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 5.39%. The SERP present value of accumulated benefit was calculated using a discount rate of 5.26%. |
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. |
DEFERRED COMPENSATION PLAN
| NON-QUALIFIED DEFERRED COMPENSATION: FISCAL YEAR 2025 | | | | | | | 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 | $112,296 | $74,864 | $154,314 | — | $1,106,892 | | Daniel J. Hurstak | $51,959 | $51,959 | $81,282 | — | $585,040 | | Justin Eisfeller | $61,386 | $40,924 | $17,532 | — | $483,124 | | Christopher J. LeBlanc | $50,402 | $42,001 | $55,438 | — | $455,475 |
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 an employment agreement 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 Third 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 Third 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 Third Amended Stock Plan also provides that all unvested awards under the Third Amended Stock Plan are forfeited if the participant’s employment terminates other than by reason of (i) death, (ii) disability (as defined in our Long-Term Disability Plan) or (iii) retirement at or after attaining early retirement eligibility at age 55 or standard retirement at age 65.
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 $1,067,248 for Mr. Meissner, $773,302 for Mr. Eisfeller, and $883,427 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 $3,429,377 for Mr. Meissner. Mr. Hevert, Mr. Hurstak, Mr. Eisfeller, and Mr. LeBlanc do not participate in the SERP. |
COMPENSATION OF DIRECTORS
COMPENSATION OF DIRECTORS The following table shows the compensation received by the members of the Board in 2025.
COMPENSATION OF DIRECTORS
| DIRECTORS’ COMPENSATION - 2025 | | | | | | | | | 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) | $94,000 | $114,981 | — | — | — | $1,096 | $210,076 | | Neveen F. Awad (7) | $94,000 | $114,981 | — | — | — | $1,096 | $210,076 | | Winfield S. Brown (8) | $106,000 | $114,981 | — | — | — | $1,096 | $222,076 | | Mark H. Collin (9) | $104,500 | $114,981 | — | — | $8,682(10) | $254,508 (11) | $483,094 | | Suzanne Foster (12) | $94,000 | $114,981 | — | — | — | $1,096 | $210,076 | | Edward F. Godfrey (13) | $47,000 | $38,925 | — | — | — | $365 | $85,660 | | Michael B. Green (14) | $122,000 | $114,981 | — | — | — | $1,096 | $238,076 | | Katherine Kountze (15) | $58,029 | $76,685 | — | — | — | $731 | $135,445 | | Jane Lewis-Raymond (16) | $87,000 | $114,981 | — | — | — | $1,096 | $203,076 | | Thomas P. Meissner, Jr. (17) | — | — | — | — | — | — | — | | Justine Vogel (18) | $106,000 | $114,981 | — | — | — | $1,096 | $222,076 | | David A. Whiteley (19) | $106,000 | $114,981 | — | — | — | $1,096 | $222,076 |
COMPENSATION OF DIRECTORS
NOTES:
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, 2025. 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. |
COMPENSATION OF DIRECTORS
| (2) Stock awards are the equity-based component of the annual retainer for Board service, and may be paid in the form of common stock or RSUs, as elected by each Director. The amount reflected is the grant date fair value of 2,435 shares of both common stock and RSUs, which is calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, by dividing $115,000 by the closing market price of our common stock on October 1, 2025, rounded down to the nearest whole share or RSU, pursuant to the terms and conditions of the Third Amended Stock Plan. RSUs will settle as 70% stock and 30% cash upon retirement or other separation from the Board. |
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. |
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. 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. |
COMPENSATION OF DIRECTORS
| (5) All other compensation includes dividends paid in 2025 on common stock, or dividend equivalents paid in 2025 on RSUs, acquired in connection with the stock-based component of the annual retainer for Board service in 2025. |
COMPENSATION OF DIRECTORS
| (6) Ms. Alonzo’s stock award consists of 2,435 RSUs. |
COMPENSATION OF DIRECTORS
| (7) Ms. Awad’s stock award consists of 2,435 RSUs. |
COMPENSATION OF DIRECTORS
| (8) Mr. Brown’s stock award consists of 2,435 shares of common stock. |
COMPENSATION OF DIRECTORS
| (9) Mr. Collin’s stock award consists of 2,435 shares of common stock. |
COMPENSATION OF DIRECTORS
| (10) The amount shown reflects the change in SERP value in 2025 for Mr. Collin. The change in Retirement Plan value was negative in 2025. Mr. Collin retired as Senior Vice President of the Company in 2019, but continues to participate in both the Retirement Plan and the SERP as a retired employee. |
COMPENSATION OF DIRECTORS
| (11) All Other Compensation for Mr. Collin includes Retirement Plan and SERP payments in 2025 (see Note 10 above), which are valued at $122,054 and $131,782, respectively, as well as dividends paid in 2025 on the shares of common stock acquired in connection with the stock-based component of the annual retainer for Board service in 2025. |
COMPENSATION OF DIRECTORS
| (12) Ms. Foster’s stock award consists of 2,435 shares of common stock. |
COMPENSATION OF DIRECTORS
| (13) Mr. Godfrey’s stock award consists of 811 shares of common stock. Mr. Godfrey retired from the Board on April 30, 2025, and both his cash retainer and his stock award were prorated at 33.3% for four months of service on the Board. |
COMPENSATION OF DIRECTORS
| (14) Mr. Green’s stock award consists of 2,435 RSUs. Mr. Green will retire from the Board on April 29, 2026. |
COMPENSATION OF DIRECTORS
| (15) Ms. Kountze’s stock award consists of 1,624 shares of common stock. Ms. Kountze was elected to the Board on April 30, 2025, and both her cash retainer and stock award were prorated at 66.7% for eight months of service on the Board. |
COMPENSATION OF DIRECTORS
| (16) Ms. Lewis-Raymond’s stock award consists of 2,435 RSUs. |
COMPENSATION OF DIRECTORS
| (17) 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. |
COMPENSATION OF DIRECTORS
| (18) Ms. Vogel’s stock award consists of 2,435 shares of common stock. |
COMPENSATION OF DIRECTORS
| (19) Mr. Whiteley’s stock award consists of 2,435 shares of common stock. |
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. | |
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-based 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. |
INFORMATION ABOUT THE NOMINEES FOR DIRECTOR
INFORMATION ABOUT THE NOMINEES FOR DIRECTOR Neveen F. Awad, Ph.D., Winfield S. Brown, and Mark H. Collin 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.
INFORMATION ABOUT THE NOMINEES FOR DIRECTOR
| 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 | |
INFORMATION ABOUT THE NOMINEES FOR DIRECTOR
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.
PROPOSAL 1: ELECTION OF THREE DIRECTORS
PROPOSAL 1: ELECTION OF THREE DIRECTORS In Proposal 1, we are asking shareholders to elect three Directors in Class II each for a term of three years. The Board recommends that shareholders vote FOR the election of the Director nominees listed below.
PROPOSAL 1: ELECTION OF THREE DIRECTORS
| Neveen F. Awad, Ph.D. | | | Dr. Awad is a senior partner and managing director of the Boston Consulting Group (“BCG”), a global management consulting firm. She has been the leader of the BCG office in Detroit, Michigan, since 2011. Prior to consulting, Dr. Awad was an assistant professor at the Wayne State University School of Business, a public research university in Detroit, Michigan. She is active in public speaking engagements, including TED Talks, as a strategic technology innovation leader. | Director Since: October 2022 Age: 50 Class: II Board Committees: Compensation, Nominating & Governance Other Public Company Boards: None Individual Skills and Expertise: ◾ C-Suite ◾ Governance ◾ Information Technology/Cybersecurity ◾ Investor Relations ◾ Strategic Planning Demographics: Female Middle Eastern/North African |
PROPOSAL 1: ELECTION OF THREE DIRECTORS
| Winfield S. Brown | | | Mr. Brown currently serves as the president of St. Mary’s Health System in Lewiston, Maine, and senior vice president of Covenant Health in Andover, Massachusetts. Mr. Brown previously served as the interim chief executive officer of Mt. Ascutney Hospital and Health Center, a non-profit healthcare organization and member of Dartmouth Health from July 2023 until September 2024. Mr. Brown formerly served as president and CEO of Heywood Healthcare (“Heywood”), Gardner, Massachusetts, a non-profit healthcare organization, from January 2013 until June 2023, and as president and CEO of Heywood Hospital, Gardner, Massachusetts, from 2011 until 2013. Preceding his roles 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. Mr. Brown also served as a board member of the Massachusetts Hospital Association until June 2023, the United Way of North Central Massachusetts until October 2023, a board member and chair of the Boys and Girls Club of Fitchburg and Leominster in Massachusetts until September 2023, and as a board member of Fidelity Cooperative Bank until March 2025. | Director Since: January 2020 Age: 59 Class: II Board Committees: Compensation (chair); Executive, Nominating and Governance Other Public Company Boards: None Individual Skills and Expertise: ◾ C-Suite ◾ Finance ◾ Labor/Human Capital Management ◾ Marketing/Customer Service ◾ Risk Oversight ◾ Strategic Planning Demographics: Male White/Caucasian |
PROPOSAL 1: ELECTION OF THREE DIRECTORS
| 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 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 in May 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: 67 Class: II Board Committee: Audit Other Public Company Boards: None Individual Skills and Expertise: ◾ Accounting ◾ C-Suite ◾ Finance ◾ Governance ◾ Investor Relations ◾ Risk Oversight ◾ Strategic Planning ◾ Utility Operations/Regulation Demographics: Male White/Caucasian |
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 2024 or 2025 for a term three years, as noted below.
INFORMATION ABOUT DIRECTORS WITH CONTINUING TERMS OF OFFICE
| Anne L. Alonzo | | | Ms. Alonzo has served as Principal of Alonzo Advisory LLC, focused on sustainability, climate change, regenerative agriculture, regulatory, public policy, and other advisory services since November 2021. She also serves on the Board of GRUMA, S.A.B. de C.V., a global tortilla and corn flour producer, headquartered in San Pedro Garza García, Mexico, since April 2025. 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 from March 2020 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, U.S Environmental Protection Agency, and Kraft Foods, Inc. (now Mondelez International, Inc.). Since July 2022, Ms. Alonzo has served as a Board member of Feeding America, the largest charity in the United States. Additionally, Ms. Alonzo is a Fellow at the National Association of Corporate Directors and certified in Climate Leadership by the Diligent Institute. From December 2021 through January 2026, Ms. Alonzo served on the Board, and as a member of the Audit and Nominating Governance Committee(s), at PotlatchDeltic Corporation, a leading timberland real estate investment trust (REIT) company. Ms. Alonzo also served on the Advisory Board of the John L. Weinberg Center for Corporate Governance (a recognized thought leader in the corporate governance field) at the University of Delaware from September 2023 until June 2025. | Director Since: April 2023 Age: 67 Class: I End of Current Term: 2028 Board Committees: Audit, Compensation Other Public Company Boards: None Individual Skills and Expertise: ◾ C-Suite ◾ Environment/Sustainability ◾ Governance ◾ Legal & Public Policy (Attorney) ◾ Marketing & Customer Service Demographics: Female Hispanic/Latin American |
INFORMATION ABOUT DIRECTORS WITH CONTINUING TERMS OF OFFICE
| Suzanne Foster | | | Ms. Foster has been the chief executive officer and a member of the board of directors of AdaptHealth Corp. (“AdaptHealth”), a national leading provider of patient-centered, healthcare-at-home solutions including home medical equipment, medical supplies, and related services, Plymouth Meeting, Pennsylvania, since May 2024. Prior to AdaptHealth, Ms. Foster served as president of Beckman Coulter Life Sciences for Danaher Corporation, a global science and technology innovation company, Washington, DC, from April 2022 until May 2024. Ms. Foster also 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 then New Hampshire Governor Chris Sununu. She also currently serves as a board member of Perimeter Medical Imaging AI, Inc. a medical technology company based in Toronto, Canada, since 2018, and on multiple boards of private medical technology companies. | Director Since: January 2019 Age: 56 End of Current Term: 2027 Class: III Board Committee: Nominating and Governance Other Public Company Boards: Perimeter Medical Imaging AI, Inc.; AdaptHealth Corp. Individual Skills and Expertise: ◾ C-Suite ◾ Governance ◾ Investor Relations ◾ Labor/Human Capital Management ◾ Marketing/Customer Service ◾ Risk Oversight ◾ Strategic Planning Demographics: Female White/Caucasian |
INFORMATION ABOUT DIRECTORS WITH CONTINUING TERMS OF OFFICE
| Katherine Kountze | | | Ms. Kountze has been the chief information officer of Bose Corporation (“Bose”), a consumer retail company that develops sound solutions for entertainment, home audio, aviation, and automotive industries since April 2022. Prior to Bose, Ms. Kountze served as the executive vice president and chief information officer of DentaQuest, a provider of dental and vision benefits administration, from February 2021 until March 2022. Prior to DentaQuest, Ms. Kountze served as the senior vice president and chief information officer at Eversource Energy, a provider of electric and natural gas service to customers in Connecticut, Massachusetts, and New Hampshire from 2010 until January 2022. Prior to Eversource, Ms. Kountze served for nine years in various senior information technology roles at The United Illuminating Company, an electric utility company in Connecticut (now a subsidiary of Avangrid, Inc.), and served as vice president and chief information officer from 2008 until 2010. Ms. Kountze currently serves on the board of directors and audit committee of Bombardier Recreation Products, Inc., a global provider of snowmobiles, all-terrain vehicles, motorcycles, and personal watercraft, based in Quebec, Canada. Ms. Kountze formerly served on the board of The Children’s Place from 2021 until 2024. | Director Since: 2025 Age: 63 Class: I End of Current Term: 2028 Board Committees: Audit Other Public Company Boards: Bombardier Recreation Products Inc. Individual Skills and Expertise: ◾ Accounting ◾ C-Suite ◾ Information Technology/Cybersecurity ◾ Finance ◾ Governance ◾ Risk Oversight ◾ Strategic Planning ◾ Utility Operations/Regulation Demographics: Female Black/African American |
INFORMATION ABOUT DIRECTORS WITH CONTINUING TERMS OF OFFICE
| Jane Lewis-Raymond | | | Ms. Lewis-Raymond is the principal of Hilltop Strategies (“Hilltop”) providing strategic consulting services to senior executives in a variety of industries since July 2019. At Hilltop, she brings vast experience as a natural gas utility executive, including deep knowledge of corporate governance, community relations, cybersecurity oversight, as well as data privacy, safety, and corporate ESG programs. Prior to Hilltop, Ms. Lewis-Raymond was a partner in the corporate and energy groups at the firm of Parker Poe Adams and Bernstein (“Parker Poe”) from March 2017 until July 2019. Prior to Parker Poe, she served as senior vice president and chief legal, compliance, and external relations officer at Piedmont Natural Gas Company, Inc. (“Piedmont”) from 2006 to 2016, which is now a wholly owned subsidiary of Duke Energy. Prior to Piedmont, she held the position of vice president of regulatory affairs at the American Gas Association from 2004 to 2006, having joined the association in 1996. Ms. Lewis-Raymond also currently serves on the Board of Southwest Gas Holdings, Inc. | Director Since: October 2024 Age: 59 Class: I End of Current Term: 2028 Board Committee: Compensation Other Public Company Boards: Southwest Gas Holdings, Inc. Individual Skills and Expertise: ◾ C-Suite ◾ Environment/Sustainability ◾ Governance ◾ Information Technology/Cybersecurity ◾ Labor/Human Capital Management ◾ Legal & Public Policy (Attorney) ◾ Marketing/Customer Service ◾ Risk Oversight ◾ Strategic Planning ◾ Utility Operations/Regulation Demographics: Female White/Caucasian |
INFORMATION ABOUT DIRECTORS WITH CONTINUING TERMS OF OFFICE
| 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 also serves as a director of the Edison Electric Institute since 2018 and as a director of the American Gas Association since 2022. | Director Since: 2018 Age: 63 End of Current Term: 2027 Class: III Board Committee: Executive Other Public Company Boards: None Individual Skills and Expertise: ◾ C-Suite ◾ Labor/Human Capital Management ◾ Risk Oversight ◾ Strategic Planning ◾ Utility Operations/Regulation Demographics: Male White/Caucasian |
INFORMATION ABOUT DIRECTORS WITH CONTINUING TERMS OF OFFICE
| 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 as the vice chair of the Board of Directors and as the chair on the Governance Committee for Caring Communities, a reciprocal risk retention group serving senior living providers, and serves as Treasurer of 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 & New Hampshire until 2017. | Director Since: January 2019 Age: 57 Class: III End of Current Term: 2027 Lead Director Board Committees: Audit (chair), Executive Other Public Company Boards: None Individual Skills and Expertise: ◾ Accounting ◾ C-Suite ◾ Finance ◾ Governance ◾ Strategic Planning Demographics: Female White/Caucasian |
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 (“NERC”) from 2007 to 2009. Prior to NERC, 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 company, Union Electric Company, in 1978. | Director Since: 2012 Age: 69 Class: I End of Current Term: 2028 Board Committees: Compensation, Executive; Nominating and Governance (chair) Other Public Company Boards: None Individual Skills and Expertise: ◾ C-Suite ◾ Finance ◾ Strategic Planning ◾ Utility Operations/Regulation Demographics: Male White/Caucasian |
INFORMATION ABOUT DIRECTORS WITH CONTINUING TERMS OF OFFICE
| PROPOSAL 2: RATIFICATION OF SELECTION OF DELOITTE & TOUCHE AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2026 |
INFORMATION ABOUT DIRECTORS WITH CONTINUING TERMS OF OFFICE
In Proposal 2, as a matter of good corporate governance, we are asking shareholders to ratify the Audit Committee’s selection of Deloitte & Touche LLP to serve as Unitil’s independent registered public accounting firm.

DEF 14A of Unitil Corp

Customer Service

EXECUTIVE COMPENSATION RECOVERY POLICY

TIMING AND PRICING OF STOCK AWARDS

Compensation Philosophy and Administration

2024 Compensation Analysis – Summary

Compensation Data from Proxy Filings

Compensation Data from Proxy Filings

Compensation Decisions for 2020 - 2024

Compensation Decisions for 2020 - 2024

General Methodology

Compensation Data from Proxy Filings

Short-Term Incentive Compensation – Cash Incentive

Long-Term Incentive Compensation – Equity Compensation

CEO Pay Ratio

Results

Summary Compensation Table

Summary Compensation Table

Summary Compensation Table

Summary Compensation Table

Summary Compensation Table

Summary Compensation Table

Summary Compensation Table

Summary Compensation Table

Summary Compensation Table

Summary Compensation Table

Summary Compensation Table

Summary Compensation Table

Summary Compensation Table

Pay Versus Performance

Pay Versus Performance

Pay Versus Performance

Pay Versus Performance

Pay Versus Performance

Pay Versus Performance

Pay Versus Performance

Pay Versus Performance

Pay Versus Performance

Pay Versus Performance

Pay Versus Performance

Pay Versus Performance

Relationship of Compensation Actually Paid to Performance Measures

Relationship of Compensation Actually Paid to Performance Measures

Relationship of Compensation Actually Paid to Performance Measures

Relationship of Compensation Actually Paid to Performance Measures

Relationship of Compensation Actually Paid to Performance Measures

Grants of Plan-Based Awards

Grants of Plan-Based Awards

Grants of Plan-Based Awards

Grants of Plan-Based Awards

Grants of Plan-Based Awards

Grants of Plan-Based Awards

Grants of Plan-Based Awards

Grants of Plan-Based Awards

Grants of Plan-Based Awards

Grants of Plan-Based Awards

Grants of Plan-Based Awards

Grants of Plan-Based Awards

Grants of Plan-Based Awards

Grants of Plan-Based Awards

Grants of Plan-Based Awards

Grants of Plan-Based Awards

Grants of Plan-Based Awards

Grants of Plan-Based Awards

Grants of Plan-Based Awards

Grants of Plan-Based Awards

Grants of Plan-Based Awards

Option Exercises & Stock Vested

Option Exercises & Stock Vested

Option Exercises & Stock Vested

Option Exercises & Stock Vested

Option Exercises & Stock Vested

Option Exercises & Stock Vested

Outstanding Equity Awards at Fiscal Year End

Outstanding Equity Awards at Fiscal Year End

Outstanding Equity Awards at Fiscal Year End

Outstanding Equity Awards at Fiscal Year End

Outstanding Equity Awards at Fiscal Year End

Outstanding Equity Awards at Fiscal Year End

Outstanding Equity Awards at Fiscal Year End