DEF 14A of Middlesex Water Co
Filed Apr 6, 2026 · FY20250001308179-26-000211
DIRECTOR NOMINEES
DIRECTOR NOMINEES
DIRECTOR NOMINEES
| | Joshua Bershad, M.D., 52 Director Since: 2020 Class III Independent | | James F. Cosgrove Jr., 62 Director Since: 2010 Class III Independent | | Vaughn L. McKoy, 57 Director Since: 2021 Class III Independent | | Robert Hoglund, 64 Director Since: 2026 Class II Independent |
DIRECTOR NOMINEES
| | | | | | PROPOSAL 2 | Advisory Vote to Approve the Company’s Named Executive Officers Compensation | | | | | | | Board vote recommendation FOR See Page 60 |
DIRECTOR NOMINEES
| | | | | | PROPOSAL 3 | Ratification of Appointment by the Audit Committee of the Independent Registered Public Accounting Firm | | | | | | | Board vote recommendation FOR See Page 62 |
DIRECTOR NOMINEES
| 2026 Proxy Statement | 5 |
Class III – (Term Expires in 2026)
Class III – (Term Expires in 2026) Joshua Bershad, M.D.
Class III – (Term Expires in 2026)
| | | | Independent Director since 2020 Age: 52 Board Committees: Audit, Compensation (Chair) | Experience and Qualifications: Dr. Joshua Bershad is Executive Vice President, Physician Services of RWJBarnabas Health and Chief Medical Officer of Rutgers Athletics. In addition to his roles with RWJBarnabas Health and Rutgers Athletics, Dr. Bershad teaches in multiple capacities at Rutgers University, including as Clinical Assistant Professor of Medicine at Rutgers-Robert Wood Johnson Medical School, as Adjunct Clinical Professor at Rutgers-Ernest Mario School of Pharmacy, and as Visiting Lecturer at Rutgers Business School EMBA Program. Previously, he served in multiple senior executive roles within Robert Wood Johnson University Hospital & Health System, including Senior Vice President/Chief Medical Officer and Chair of the Medical Executive Committee. He was the organizer and initial President of RWJ Physician Enterprise, a multispecialty physician group. Dr. Bershad is Chairman of the Board of Directors of Robert Wood Johnson Visiting Nurses. He also is a member of the Board of Trustees of the VNA Health Group. Education: Dr. Bershad attended both Rutgers Medical School and Rutgers Business School where he received his MD and MBA, respectively. He also holds a Bachelor’s degree in Biology/Geology from the State University of New York (SUNY) Binghamton. |
Class III – (Term Expires in 2026)
Class III – (Term Expires in 2026) James F. Cosgrove, Jr.
Class III – (Term Expires in 2026)
| | | | Independent Director since 2010 Age: 62 Board Committees: Compensation, Pension (Chair) | Experience and Qualifications: James F. Cosgrove Jr. is the President of One Water Consulting, LLC, a company providing water resource solutions, strategic planning, and regulatory compliance support to public and private sector entities. Prior to his current position, he served as Vice President and Principal of Kleinfelder, a firm offering consulting in engineering design, environmental analysis, geotechnical engineering, construction management, and remediation to its water, transportation, energy, and other private infrastructure clients throughout the U.S., Canada and Australia. A Professional Engineer licensed in the State of New Jersey, Mr. Cosgrove has nearly 40 years’ experience in the field of environmental engineering and science with extensive background in water quality monitoring/modeling and environmental impact analysis. Mr. Cosgrove formerly served as Principal and Founder of Omni Environmental LLC, an environmental consulting firm based in Princeton, NJ. Mr. Cosgrove’s professional affiliations include the American Society of Civil Engineers, American Water Resources Association, American Water Works Association, National Society of Professional Engineers, and Water Environment Federation, among others. He serves on the Board of Directors of the Association of Environmental Authorities and is a member and past Chair of the New Jersey Clean Water Council. Education: Mr. Cosgrove received a Bachelor’s degree of Science degree in Civil Engineering from Lafayette College and earned his Master of Engineering in Environmental and Water Resource Systems Engineering from Cornell University. |
Class III – (Term Expires in 2026)
| 2026 Proxy Statement | 11 |
Class III – (Term Expires in 2026)
Vaughn L. McKoy
Class III – (Term Expires in 2026)
| | | | Independent Director since 2021 Age: 57 Board Committees: Corporate Governance & Nominating, Enterprise Risk, Pension | Experience and Qualifications: Vaughn L. McKoy Esq., is Partner with the firm of Connell Foley, LLP where he specializes in general and commercial litigation, regulatory matters, corporate governance, ethics and compliance and government affairs. His leadership experience includes over 25 years working with federal and state governments, non-profits, law firms and corporations. Mr. McKoy brings to the Middlesex Board over 12 years of experience in various legal and business positions of increasing responsibility at Public Service Enterprise Group (PSEG) New Jersey’s largest utility company, where he completed his tenure as Managing Director and Vice-President. Mr. McKoy serves on the Board of Governors of Hackensack Meridian Medical School. He serves as Vice Chair of the Dfree Global Foundation and on the Corporate Advisory Council of the Boys and Girls Clubs of New Jersey. . Education: Mr. McKoy holds a Bachelor’ degree of Science in administration of justice from Rutgers University. He earned a juris doctorate from Rutgers University’s School of Law and a Master of Business Administration degree from New York University’s Stern School of Business. |
Class II – (Term Expires in 2028)
Class II – (Term Expires in 2028) Robert Hoglund
Class II – (Term Expires in 2028)
| | | | Independent Director since 2026 Age: 64 Board Committees: Audit, Enterprise Risk | Experience and Qualifications: Robert Hoglund is a seasoned executive with over 35 years of experience in financial management and utilities. Before retiring, he served as the Senior Vice President and Chief Financial Officer of Consolidated Edison, Inc.. (“Con Edison”), where he oversaw Con Edison’s accounting, tax, financial planning and analysis, strategic planning, treasury and enterprise risk management functions, and led Con Edison’s mergers and acquisitions efforts. Previously, Mr. Hoglund served as the Head of the North American Power Coverage Group and Managing Director of the Mergers & Acquisitions Department at Citigroup, Inc., where he advised boards of directors on public utility company mergers, acquisitions, divestitures and restructurings. Mr. Hoglund is Chairman of the Board of Directors of the Chamber Music Society of Lincoln Center, a member of the Board of Directors of the Lincoln Center for the Performing Arts, Treasurer and Board member of the Citizens Budget Commission and the Finance Chair of the Orchestra of St. Lukes. Education: Mr. Hoglund holds a Bachelor’s degree of Arts in English, a Juris Doctor degree and a Master of Business Administration from the University of Virginia. |
Class II – (Term Expires in 2028)
| 12 | Middlesex Water Company |
Directors Not Standing for Election in 2026
Directors Not Standing for Election in 2026 We set forth information with respect to the business experience, qualifications and affiliations of our Directors not standing for election in 2026:
Class III – (Term Expires in 2026)
Class III – (Term Expires in 2026) Walter G. Reinhard
Class III – (Term Expires in 2026)
| | | | Independent Director since 2002 Age: 80 Board Committees: Corporate Governance & Nominating, Pension | Experience and Qualifications: Walter G. Reinhard served as a partner of the law firm of Norris McLaughlin, P.A. prior to his retirement from the active practice of law and partnership in the firm on December 31, 2014. Mr. Reinhard had been with the firm since 1984 and practiced administrative, environmental and regulatory law involving public utilities. He brings over 40 years of legal experience to the Board including expertise in handling regulatory matters before the New Jersey Board of Public Utilities and the New Jersey Department of Environmental Protection. During his tenure at Norris McLaughlin, Mr. Reinhard’s professional affiliations included the New Jersey State Bar Association and its Public Utility Law Section (Chair, 1988-89), the Water Utility Council of the American Water Works Association, New Jersey Chapter, and the New Jersey Chapter of the National Association of Water Companies. Mr. Reinhard serves as a Trustee of the Fanwood-Scotch Plains YMCA. Education: Mr. Reinhard received his Bachelor’s degree of Arts from the University of Pennsylvania and his Juris Doctor Degree from Pennsylvania State University’s Dickinson School of Law. |
Class I – (Term Expires in 2027)
Class I – (Term Expires in 2027) Kim C. Hanemann
Class I – (Term Expires in 2027)
| | | | Independent Director since 2016 Age: 62 Board Committees: Compensation, Enterprise Risk (Chair) | Experience and Qualifications: Kim C. Hanemann was named President and Chief Operating Officer of Public Service Electric & Gas Company (PSE&G) effective June 30, 2021. PSE&G is one of the largest combined electric and gas companies in the United States and is New Jersey’s oldest and largest publicly owned utility. Previously she had been Senior Vice President and Chief Operating Officer, responsible for PSE&G’s electric, gas and customer operations, as well as the Company’s asset management and centralized services. She also oversaw the on-time, on-scope and on-budget execution of the company’s large construction projects. Prior to being named Chief Operating Officer, Ms. Hanemann held numerous leadership positions in both electric and gas field operations and in utility support operations. Ms. Hanemann is a member of the Board of Directors of the New Jersey Chamber of Commerce and the New Jersey Utilities Association. She was previously a member of the Board of Trustees of Children’s Specialized Hospital. Education: Ms. Hanemann earned her Bachelor’s degree in mechanical engineering from Lehigh University and a Master of Business Administration from Rutgers Graduate School of Management. |
Class I – (Term Expires in 2027)
| 2026 Proxy Statement | 13 |
Class I – (Term Expires in 2027)
Nadine Leslie
Class I – (Term Expires in 2027)
| | | | Director since 2024 Age: 63 Chair, Board of Directors | Experience and Qualifications: Ms. Leslie is an accomplished leader with more than 25 years of domestic and international experience in the Water Industry. She was appointed President and CEO of Middlesex effective March 1, 2024. She previously served as Chief Executive Officer of SUEZ North America from 2019 to 2022. In this capacity, she was responsible for overseeing one of North America’s leading environmental companies, with revenues over $1.1 billion, providing water and recycling and recovery services to 6.6 million people in the United States and Canada. The scope of her responsibilities included 15 regulated water utilities, 65 municipal contracts through innovative public-private partnerships and the long-term asset management contracts for water storage facilities, serving more than 4,000 municipal and industrial clients. Ms. Leslie has served on the Boards of Provident Financial Services, Inc. and Provident Bank since June 2021, the Board of Hackensack Meridian Health since July 2020, and the Board of Syensqo SA/NV until July 2025. Education: Ms. Leslie holds a Bachelor’s degree of Science in civil engineering from the Faculte des Sciences in Haiti and completed an internship/scholarship program in urban planning at La Cambre University in Belgium. |
Class I – (Term Expires in 2027)
Class I – (Term Expires in 2027) Ann L. Noble
Class I – (Term Expires in 2027)
| | | | Independent Director since 2019 Age: 64 Board Committees: Audit, Corporate Governance & Nominating (Chair) | Experience and Qualifications: Ann L. Noble is a seasoned business executive with over 30 years of experience in healthcare and insurance. Before retiring, she worked as a Financial Consultant specializing in strategic planning, financial management, and contract negotiation. Previously, she was President and CEO of Qual-Lynx and Vice President of Workers’ Compensation at QualCare, subsidiaries of Cigna Health and Life Insurance Company, where she led a regional claims services and managed care organization for 14 years. Earlier, Ms. Noble served as Vice President of Finance at Robert Wood Johnson University Hospital for a decade, during which she was also on the Board of Directors of QualCare. She spent eight years at Ernst & Young, progressing to Senior Manager in healthcare financial consulting after starting in audit. Since 2014, Ms. Noble has been on the Board of Directors of Manasquan Bank, currently chairing the Strategic Planning Committee. A founding member and Treasurer of the Val Skinner Foundation since 1999, she has helped raise over $10 million for breast cancer initiatives. Education: Ms. Noble graduated from Seton Hall University with a Bachelor’s degree of Science in Accounting and obtained her license as a Certified Public Account in 1987. |
Class I – (Term Expires in 2027)
| 14 | Middlesex Water Company |
Class I – (Term Expires in 2027)
Steven M. Klein
Class I – (Term Expires in 2027)
| | | | Independent Director since 2009 Age: 60 Board Committees: Audit (Chair), Audit Committee Financial Expert, Corporate Governance & Nominating, Pension | Experience and Qualifications: Steven M. Klein serves as Chairman and Chief Executive Officer of Northfield Bancorp, Inc. and its subsidiary, Northfield Bank, with overall management responsibility for these entities. Mr. Klein is also designated as a financial expert on the Audit Committee. Mr. Klein was named to the Board of Directors of Northfield Bancorp Inc. and Northfield Bank in August 2013. Mr. Klein’s background includes serving as an audit partner with the international accounting and auditing firm KPMG LLP. He is a Certified Public Accountant in the State of New Jersey and member of the American Institute of Certified Public Accountants and the New Jersey Society of Certified Public Accountants. He is a board member of the Federal Home Loan Bank of New York, past Chair of the New Jersey Bankers Association and a Board Trustee of the Richmond University Medical Center Education: Mr. Klein earned a Bachelor’s degree of Arts in Business Administration from Montclair State University. |
Class II – (Term Expires in 2028)
Class II – (Term Expires in 2028) Amy B. Mansue
Class II – (Term Expires in 2028)
| | | | Independent Director since 2010 Age: 61 Board Committees: Lead Director, Compensation, Enterprise Risk | Experience and Qualifications: Amy B. Mansue was named Lead Director in May 2025. Ms. Mansue has served as Chief Executive Officer of Inspira Health since August 2020. Previously she worked in the RWJBarnabas Health system for 17 years having served in a variety of roles including: Executive Vice President and Chief Experience Officer of RWJBarnabas Health, RWJBarnabas Health – President of the Southern Region, and President and Chief Executive Officer of Children’s Specialized Hospital. Ms. Mansue’s background includes serving as a staff member on healthcare policy for former New Jersey Governor Jim Florio, serving as a Deputy Commissioner in the New Jersey Department of Human Services and as Deputy Chief of Staff to former New Jersey Governor James McGreevey. She was President of HIP/NJ and Senior VP of Strategy for HIP/ NY. Ms. Mansue serves on the Boards of New Jersey Resources Corporation, the New Jersey Chamber of Commerce, the NJ Hospital Association, Rutgers University Board of Governors and the New Brunswick Development Corporation. Education: Ms. Mansue holds a Bachelor’s degree in social welfare and a Master’s degree in social work, planning and management from the University of Alabama. |
Class II – (Term Expires in 2028)
| 2026 Proxy Statement | 15 |
Class II – (Term Expires in 2028)
Director Compensation and Equity Ownership Guidelines
Director Compensation
Director Compensation For 2025, the Company compensated each of the Board members who are not employed by the Company (“Outside Directors”) as detailed below. Ms. Leslie, Chair, President, and Chief Executive Officer received no fee or common stock award for her services as a member of the Board or the Boards of the Company’s subsidiaries.
Director Compensation
| Position | Annual Retainer | | Outside Director | $105,000(1) | | Lead Director | $20,000 | | Chair of Audit Committee | $18,000 | | Chairs of Compensation Committee and Enterprise Risk Committee | $15,000 | | Chairs of Corporate Governance & Nominating Committee and Pension Committee | $12,000 | | Audit Committee Member | $6,000 | | Committee Members (other than Audit Committee) | $5,000 |
Director Compensation
(1)The annual retainer of $105,000 consists of a cash compensation component of $60,000, and a common stock compensation component of $45,000.
Director Compensation Table
Director Compensation Table The following table details Director compensation for 2025.
Director Compensation Table
| Name | Fees earned or paid in cash ($) | Common Stock ($) | Total Compensation ($) | | Joshua Bershad, M.D. | 81,000 | 45,000 | 126,000 | | James F. Cosgrove Jr. | 77,000 | 45,000 | 122,000 | | Dennis W. Doll* | 30,000 | 45,000 | 75,000 | | Kim C. Hanemann | 80,000 | 45,000 | 125,000 | | Steven M. Klein | 88,000 | 45,000 | 133,000 | | Amy B. Mansue | 81,667 | 45,000 | 126,667 | | Vaughn L. McKoy | 75,000 | 45,000 | 120,000 | | Ann L. Noble | 78,000 | 45,000 | 123,000 | | Walter G. Reinhard | 78,333 | 45,000 | 123,333 |
Director Compensation Table
* Mr. Doll served as the chair of the board of directors until May 20, 2025.
Director Compensation Table
| 16 | Middlesex Water Company |
Director Compensation and Equity Ownership Guidelines
Director Compensation and Equity Ownership Guidelines
2025 Compensation Mix
2025 Compensation Mix Consistent with the Committee’s pay-for-performance philosophy, a meaningful percentage of each NEO’s target total compensation is variable, at-risk pay. The Committee considers compensation to be “at-risk” if it is subject to operating performance or if its value depends on our stock price. The following graphs depict 2025 total direct target compensation mix for our CEO and, on an average basis, for all of our other NEOs as a group, assuming short-term and long-term incentive awards are paid at target levels. For the CEO, the allocations exclude the supplemental restricted stock grant that is required to be made under the terms of her employment agreement, as the Committee does not consider that award to be part of the annual target pay mix, and it is not included when comparing her compensation to that of the CEO’s of the companies in our compensation peer group. We consider the long-term incentive grants made under the Restricted Stock Plan based on the prior year’s performance to be part of the prior year’s total pay opportunity. Thus, the target awards under the Restricted Stock Plan made for 2026 based on the Company’s 2025 performance are part of each officer’s 2025 target pay opportunity.
CEO TARGET PAY
| • | Base | | • | Annual Incentive | | • | Restricted Stock |
AVERAGE OTHER NEOS TARGET PAY
| • | Base | | • | Annual Incentive | | • | Restricted Stock |
AVERAGE OTHER NEOS TARGET PAY
The target pay mix supports the key principles of our executive compensation philosophy of pay for performance and aligning executive officers’ interests with those of the Company and its shareholders, by emphasizing short-term and long-term incentives that support our corporate strategy and goals. The Committee believes its 2025 compensation decisions and our executive compensation programs align the interests of shareholders, customers and executives by emphasizing variable, at-risk compensation largely tied to measurable performance goals through the use short-term and long-term incentives that support our corporate strategy and goals.
II. Compensation Philosophy and Objectives
Generally, our compensation program for NEOs includes three components: (1) base salary, (2) a short-term cash incentive, and (3) an equity-based long-term incentive in the form of restricted stock. The incentive-based component of our compensation program is designed to be clear, transparent and understandable to investors and recipients. This is intended to simplify analysis by our shareholders of the relationship of pay to performance as well as to emphasize the critical importance of a long-term focus in the water and wastewater utility industry on financial and operational performance.
Executive Compensation Governance
| WHAT WE DO | | Balanced Executive Compensation Philosophy We balance our need to appropriately serve our customers against our need to deliver long-term shareholder value. Cap Bonuses; Fixed Equity Grants Our short-term incentive has an upper limit on the amount of cash that may be earned. The restricted stock that might be earned after a vesting period is fixed at the grant. Clawback Incentive compensation is subject to clawback if we are required to restate our financials due to material non-compliance with a financial reporting requirement. Stock Ownership Guidelines We have adopted guidelines for our NEOs to maintain meaningful levels of share ownership equal to a multiple of their base salary. Combination of Rigorous Performance Metrics We use a diverse set of financial, operational and individual performance metrics in our annual performance-based cash short-term incentive, and in our long-term incentive restricted stock plan. Therefore, no single measure affects compensation disproportionately and our NEOs are focused on achievement of short-term and long-term performance. Regularly Review our Peer Group We regularly review our peer group of companies as a reference for our compensation decisions to ensure our compensation program is aligned with the peers of comparable size, operations, regulatory requirements and other relevant characteristics. Annual Say-on-Pay Vote We give shareholders an annual advisory vote on executive compensation. |
Executive Compensation Governance
| WHAT WE DO NOT DO | | No Single Trigger Change in Control Benefits Change in Control arrangements with each NEO provide certain cash benefits if there is both a change in control and an involuntary employment termination (a "double trigger") and not solely upon a change in control. No Excessive Perks We do not provide large perquisites to executive officers. No Excise Tax Gross-Ups We do not provide excise tax gross-ups or other tax gross-ups on change-in-control payments. No Hedging or Pledging of Company Shares We prohibit hedging, pledging and short sales of shares of our common stock or other equity interest of the Company and the holding of shares in margin accounts. |
Role of the Committee and the Board
Role of the Committee and the Board The Committee establishes our compensation philosophy and objectives; determines the structure, components, and other elements of the executive compensation program; and reviews and approves the compensation of the NEOs and recommends it for approval by the Board of Directors. The Board of Directors has the ultimate authority to determine the compensation of the NEOs and our other executive officers. The Committee structures the executive compensation program to accomplish its articulated compensation objectives in light of the compensation philosophy described above. The Board of Directors upon recommendation from the Committee, establishes the annual compensation, including salaries, bonuses and equity awards, for our CEO, the NEOs and our other executive officers. As part of the compensation review and determination process, the Committee: •Oversees the Company’s annual cash-based and equity-based incentive compensation, including establishing the performance objectives for the short-term and long-term incentives and, after the end of applicable performance periods, evaluating achievement relative to the performance targets and making recommendations on the payouts earned; •Conducts an annual formal performance evaluation of the CEO and develops recommendations regarding the base salary, annual cash incentive and long-term equity compensation (in terms of form and amount) to be paid to the CEO, and •Reviews the performance of the other NEOs and other officers of the Company, in consultation with the CEO, and makes recommendations regarding the compensation of these individuals to the non-employee members of the Board. For the incentive portion of the executive compensation program, the Committee obtains input from executive officers regarding the operating budget, expected financial results, anticipated operating achievements and related risks. The Committee also communicates directly with the independent compensation consultant, providing the consultant with Company-specific information and obtaining market-based compensation information from the independent consultant. Based on this information, the Committee then determines financial and non-financial performance-based metrics for the annual short-term cash-based incentive and the long-term equity-based incentive. The Committee and the non-employee members of the Board meet in executive session as they consider necessary or appropriate in connection with the compensation determination process. The Committee does not delegate authority to approve executive officer compensation. Toward the end of each year, the Committee reviews the elements of our executive compensation program to verify the alignment of the program with our business strategy and with the items that we believe drive the creation of shareholder value, and to determine whether any changes would be appropriate.
Role of the Independent Compensation Consultant
Role of the Independent Compensation Consultant The Committee recognizes the importance of obtaining objective, independent expertise and advice in carrying out its responsibilities. As provided in its charter, the Committee has the authority to retain an independent compensation consultant to assist it in the performance of its duties and responsibilities. The Committee periodically engages an independent compensation consultant to assist in the compensation determination process for officers, and such independent compensation consultants are not engaged by management for any purpose. In November 2024, the Committee engaged Aon’s Talent Solutions practice, a division of Aon, plc (“Aon”), as its independent compensation consultant to advise on executive compensation matters. Aon reports directly to the Committee, and the Committee has the sole authority to retain, terminate and obtain the advice of Aon at the Company’s expense. Upon engagement, the Committee assessed the independence of Aon and concluded that Aon was independent as determined under the Securities and Exchange Commission and Nasdaq rules. Aon provides expertise and market data regarding competitive market, including established and emerging compensation practices at other companies both inside and outside the Company’s selected peer group. Aon also provides market and survey data and assists in recommending relevant companies to be included in the Company’s compensation peer group. In addition, Aon also assists in establishing benchmarks for base salary and equity incentives from the peer group. While the Committee considers the review and recommendations of its compensation consultant when making decisions about our executive compensation program and contextualizes those decisions, ultimately, the Committee makes its own independent decisions about compensation matters, and provides those recommendations to the Board.
Compensation Peer Group and Peer Selection Process
Compensation Peer Group and Peer Selection Process In making determinations about executive compensation, the Committee believes that obtaining relevant market data regarding the competitive market for executive talent is important, because it serves as a reference point for making decisions and provides very helpful context. When making decisions about the structure and component mix of our executive compensation program, the Committee takes into consideration the structure and components of, and the amounts paid under, the executive compensation programs of other comparable peer companies, as derived from public filings and other sources. In November 2024, the Committee, with the assistance of its independent compensation consultant, Aon, reviewed and revised the compensation peer group for use in connection with 2025 executive compensation decisions. The primary criteria used to determine the peer group included: U.S. companies in the utility industry with assets, market capitalization and revenues of one-third to three times that of the Company. Based on these criteria and considerations, the Committee approved a peer group for decisions relating to 2025 executive compensation that consisted of the following 14 companies:
2025 COMPENSATION PEER GROUP
2025 COMPENSATION PEER GROUP
2025 COMPENSATION PEER GROUP
| Altus Power, Inc. | Genie Energy Ltd. | Northwest Natural Holding Company | | American States Water Company | Global Water Resources, Inc. | RGC Resources, Inc. | | Artesian Resources Corporation | H2O America (formerly SJW Group) | The York Water Company | | Chesapeake Utilities Corporation | MGE Energy, Inc. | Unitil Corporation | | Consolidated Water Co. Ltd. | Montauk Renewables, Inc. | |
2025 COMPENSATION PEER GROUP
The following companies were added to the peer group for 2025: Altus Power, Inc., Genie Energy Ltd., and RGC Resources as these companies resemble the Company in terms of asset size and annual revenue and the Committee believe these additions would better position the Company at the median of the peer group range. At the time that the peer group was developed, the Company was at the 45th percentile of the peer group for revenue, the 50th percentile for assets, and 64th percentile for market capitalization. In addition to the criteria above, the Committee also referenced general and specific industry surveys from other sources. The market data are used as a reference point and to provide information on the range of competitive pay levels and current compensation practices in our industry. We believe that the compensation practices of our peer group provided us with appropriate compensation reference points for evaluating and determining the compensation of our NEOs during 2025. Consistent with best practices for corporate governance, the Committee will review our peer group annually.
2025 COMPENSATION PEER GROUP
| 40 | Middlesex Water Company |
2025 Components in General
| Component | Description | Purpose | | Base Salary | Fixed cash compensation based on each executive officer’s role and responsibilities, skill set, experience, individual performance, relevant benchmarking data and positioning relative to market. | Provides a foundational element of compensation that is relatively secure and that reflects the skills and experience that an executive brings to us; we seek to pay base salaries that are competitive with those paid to executive officers in comparable positions at our peer companies. | | Short-Term Incentive (STI) Compensation: Annual Cash Award | Variable cash compensation based on the level of achievement of a pre-defined financial goal, six corporate non-financial goals, and individual NEO performance goals. Annual cash incentives are capped at maximum of 135% of each NEO’s target opportunity. Performance against the pre-defined financial goal, which is weighted 50% of the total annual incentive, must exceed a threshold level of performance to earn any credit toward a payout with respect to that goal. | Designed to align our executive officers in achieving short-term financial goals, corporate objectives and individual performance objectives; payout levels are generally determined based on actual financial results and the degree of achievement of Company and individual performance and reward exceptional individual performance. | | Long-Term Incentive Compensation: Equity-Based Compensation | Variable, equity element determined based on the achievement of two financial performance metrics, diluted earnings per share and capital investment delivery. The incentive is capped at a maximum of 175% of each individual’s target opportunity. Awards are in the form of restricted stock are earned based on achievement of pre-defined financial objectives and vest ratably over a three-year period. | Designed to motivate and reward executives to achieve performance goals tied to financial and strategic initiatives, encourage sustained share price performance, align with shareholder interests, as well as to attract, retain and motivate our executives over the long-term. |
Short-Term Incentive
Short-Term Incentive Before 2025, the Company did not use a short-term cash incentive program for its executives. Beginning in 2025, with the assistance and input from Aon, the Committee recommended, and the Board approved an annual short-term incentive program (the “STI”) for the Company’s NEOs. The STI has the potential to reward NEOs for the achievement of key short-term objectives.
TARGET OPPORTUNITIES
TARGET OPPORTUNITIES The Committee determines the target annual incentive opportunity available to each NEO by taking the individual’s annual base salary in effect at year end and multiplying it by the individual’s target incentive percentage. Among other factors, the target incentive percentages are determined with reference to the peer group target incentive percentages and the proportion of total direct compensation represented by the annual incentive, and internal parity. The annual target bonus percentages under the STI set by the Committee and approved by the non-employee members of the Board, multiplied by each NEO’s base salary, provide the total annual target bonus opportunities for each of our NEOs. For 2025, these annual target bonuses percentages were:
TARGET OPPORTUNITIES
| | Base Salary | Percent of Base Salary | Target Bonus 2025 ($) | Max. Bonus 2025 ($) | | Named Executive Officer | 2025 ($) | 2025 (%) | | | | Nadine Leslie | 754,000 | 50 | 377,000 | 508,950 | | Mohammed G. Zerhouni | 587,600 | 30 | 176,280 | 237,978 | | Gregory S. Sorensen | 494,000 | 30 | 148,200 | 200,070 | | Jay L. Kooper | 386,227 | 15 | 57,934 | 78,211 | | Georgia M. Simpson | 318,210 | 15 | 47,731 | 64,437 |
TARGET OPPORTUNITIES
The annual cash incentive for each NEO is capped at maximum of 135% of the NEO’s target bonus opportunity.
PERFORMANCE MEASURES
PERFORMANCE MEASURES The STI was based on the following performance measures, which include a financial performance goal, six corporate goals, and an individual performance component:
PERFORMANCE MEASURES
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PERFORMANCE MEASURES
| | | | | 50% | 30% | 20% | | Financial Performance Component | Corporate Goals Component (Weighting of Each Sub-Component) | Individual Performance Goals | | •Net Income | •Safety - Lost time incident rate (5%) •Safety – Recordable incident rate (5%) •Safety – Water quality avoidable non-compliance (5%) •Employee Engagement and Satisfaction (5%) •Customer Experience – Customer complaints per 1000 accounts (5%) •Customer Experience – Average Speed to Answer Customer Calls (5%) | •Goals specific to the individual NEO |
PERFORMANCE MEASURES
The following formula is used for calculating the total STI score, which is used to calculate the total STI payout for each NEO:
PERFORMANCE MEASURES
| Financial Performance Component | | + | Corporate Goals Component | | + | Individual Goals Component | | = | Total Score | | 50%x | Net Income Score | | 30%x | Corporate Goals Score | | 20%x | Individual Performance Score | | |
PERFORMANCE MEASURES
Financial Performance Component. The financial performance component of the STI represents 50% of the STI program and is comprised of net income goal for the Company. The Committee established net income as a goal because it is an important measure of the Company’s profitability, as it underpins our valuation and reflects management effectiveness in controlling costs. As a regulated utility, the Company’s net income supports our ability to finance ongoing capital programs, indicates our credit quality, supports predictable dividends and indicates the quality of regulatory oversight. This metric is closely followed by analysts, investors, and our employees. The Committee set a minimum, target and maximum net income financial metric which corresponds to a 50%, 100%, and 150% score, respectively. To motivate performance and underscore the importance of achieving the financial performance goal, the Committee set the payout at 0% for achievement below the threshold level of performance for net income. For performance between the threshold level and the target level for net income, the payout increases in a straight-line manner from 0% below threshold performance to 100% of the target opportunity for achieving target performance. For performance between the target level and the maximum level for net income, the payout ranges from 100% of the target opportunity to 150% of the target opportunity, also with the payout for the increasing in a straight-line manner. Achievement above the maximum level for net income is capped at the maximum payout of 150% of target. The following table presents the threshold, target and maximum for the financial performance metric, the actual result achieved by the Company and the financial performance score achieved for 2025.
PERFORMANCE MEASURES
| Financial Performance Metric | Threshold | Target | Maximum | Actual Result | | Net Income | $37.4 million | $40.2 million | $43.0 million | $42.8 million | | Payout Percentage (as a % of target payout) | 50% | 100% | 150% | 146.8% |
PERFORMANCE MEASURES
| 2026 Proxy Statement | 43 |
PERFORMANCE MEASURES
For 2025, the Committee established a target net income of $40.2 million, slightly below the Company’s actual 2024 net income of $44.4 million. The Committee set this target to exclude the impact of a one time, non recurring benefit from a lawsuit settlement of $4.3 million (net of tax) recognized in 2024 and to reflect that 2024 results also benefited from unprecedented drought conditions that increased water consumption and are not expected to recur at the same level. The Company achieved 2025 net income of $42.8 million which represents strong performance during the year driven by the execution of our MWC2030 strategy. Corporate Goals Component. The corporate goals component of the STI, which comprises 30% of the plan, is aligned with our strategic goals and equally divided among the six categories. These categories are key to the Company’s successful performance in safety, environmental leadership, customer experience, and employee engagement. The corporate metrics and reasons for inclusion are described below: •Employee Safety - Lost Time Incident Rate (5%) and Reportable Incident Rate (5%). The safety of our employees is paramount to management, and our employees are critical to serving our customers. Including safety in our goals aligns with our critical focus on the safety of our employees. •Environmental Leadership – Water Quality Avoidable Noncompliance (5%). The quality of our water product is paramount to the health of the customers that we serve. This metric is central to our mission as a water utility. •Employee Engagement and Satisfaction (5%). Higher employee engagement scores are a critical indicator of ensuring that our workforce is satisfied with their employment, who will deliver for our customers and shareholders, and reflect the effectiveness of our management. •Customer Experience – Customer Complaints (5%) and Average Speed to Answer Customer Calls (5%). Customer satisfaction is a critical indicator of our overall effectiveness and is a focus of state utility commissioners. Each of the six corporate metrics was assigned a fixed 5% performance target. While these operational performance targets are not disclosed for reasons of confidentiality and competitive sensitivity, the specific targets adopted for each of the corporate performance metrics was intended to be rigorous and challenging but achievable. The disclosure below details the level of achievement. Moreover, if the established target for an individual corporate performance metric is not met, then no amount is payable with respect to that target. After the end of the year, the Committee evaluated the Company’s performance with respect to each of the six Corporate Goals. The Committee determined that the Company met the goals for Environmental Leadership, Employee Engagement and Satisfaction resulting in a target payout of 15% for the three categories, but they did not meet the specific target goals for Average Speed to Answer Customer Call, Lost Time Incident Rate, and Reportable Incident Rate and therefore no amount was payable with respect to those three categories.
INDIVIDUAL PERFORMANCE MEASURES
INDIVIDUAL PERFORMANCE MEASURES The Committee recognizes that the above-listed objective measures do not encompass all the objectives of the Company in a year and may not fully reflect the Company’s performance depending on non-recurring outside factors such as weather, water supply and other factors beyond the control of the NEO. As a result, the short-term incentive individual measures, which represent 20% of the target opportunity, are based on the Committee’s assessment of the performance of each executive officer after the end of the year. This assessment takes into account the assessment of each executive officer by the independent directors after considering the CEO’s assessment of the performance of each of the other executive officers during the year. The individual assessment for each of the NEOs is designed to align with the Company’s strategic and operating initiatives. NEOs are eligible to receive anywhere between 0% - 150% of target for this portion of the award. The elements of such values include, but are not limited to: •Legal and regulatory compliance •Compliance with the Company’s Code of Conduct •Strong customer focus •Teamwork and collaboration •Social responsibility •Continuous improvement After the end of the year, the Compensation Committee evaluated each NEO’s performance during 2025, including with respect to the above-listed values, and considered the following key achievements:
INDIVIDUAL PERFORMANCE MEASURES
| 44 | Middlesex Water Company |
INDIVIDUAL PERFORMANCE MEASURES
| NEO Name and Position | Key 2025 Achievements | | Nadine Leslie, President and Chief Executive Officer | Led the execution of the 2025 priorities across the MWC2030 five pillars Strengthened the company’s relationships with various stakeholders to support our sustainable growth | | Mohammed G. Zerhouni, Senior Vice President, Chief Financial Officer and Treasurer | Successful settled the Delaware rate case Designed and executed the financing strategy to support our growth through the At-The-Market equity program and lower cost debt financing | | Gregory S. Sorensen, Vice President, Chief Operating Officer | Enhanced capital investment identification, monitoring and delivery Developed and implemented the road safety enterprise-wide program | | Jay L. Kooper, Vice President, General Counsel and Secretary | Developed regulatory relationships with adjacent jurisdictions to our current operations Enhanced the compliance and monitoring program related to contract operations | | Georgia M. Simpson, Vice President, Information Technology and Chief Technology Officer | Successfully implemented the enterprise-wide Oracle Cloud Asset Management system Strengthened the enterprise-wide cybersecurity program |
2025 ACHIEVEMENTS FOR SHORT-TERM INCENTIVE
2025 ACHIEVEMENTS FOR SHORT-TERM INCENTIVE Based on the formula outlined above, the following table presents the total STI score for each NEO for 2025. The financial performance and corporate and individual goal scores are detailed in the following table:
2025 ACHIEVEMENTS FOR SHORT-TERM INCENTIVE
| | Financial Performance Component | | | Corporate Goals Component | | | Individual Goals Component | | | Total Score | | Named Executive Officer | Weight | Company Score | Weighted Results | Weight | Company Score | Weighted Results | Weight | Individual Score | Weighted Results | | | Nadine Leslie | 50% | 146.8% | 73.4% | 30% | 50.0% | 15.0% | 20% | 125.0% | 25.0% | 113.4% | | Mohammed G. Zerhouni | 50% | 146.8% | 73.4% | 30% | 50.0% | 15.0% | 20% | 125.0% | 25.0% | 113.4% | | Gregory S. Sorensen | 50% | 146.8% | 73.4% | 30% | 50.0% | 15.0% | 20% | 115.0% | 23.0% | 111.4% | | Jay L. Kooper | 50% | 146.8% | 73.4% | 30% | 50.0% | 15.0% | 20% | 110.0% | 22.0% | 110.4% | | Georgia M. Simpson | 50% | 146.8% | 73.4% | 30% | 50.0% | 15.0% | 20% | 110.0% | 22.0% | 110.4% |
2025 ACHIEVEMENTS FOR SHORT-TERM INCENTIVE
The Committee then applied the total score in the following formula to determine the STI payout earned for each NEO. Base salary is equal to the base salary in effect for 2025.
2025 ACHIEVEMENTS FOR SHORT-TERM INCENTIVE
| Base Salaryx | Target Bonus Percentagex | Total Score | = | Total Payout |
2025 ACHIEVEMENTS FOR SHORT-TERM INCENTIVE
The Committee presented its determination of the annual incentive payout amounts to the Board for its review, and the Board approved the payouts. Accordingly, payouts to our NEOs under the STI for 2025 are reflected in the following table.
2025 ACHIEVEMENTS FOR SHORT-TERM INCENTIVE
| Named Executive Officer | STI Achieved Payout ($) | | Nadine Leslie | 427,525 | | Mohammed G. Zerhouni | 199,905 | | Gregory S. Sorensen | 165,098 | | Jay L. Kooper | 63,960 | | Georgia M. Simpson | 52,696 |
2025 ACHIEVEMENTS FOR SHORT-TERM INCENTIVE
| 2026 Proxy Statement | 45 |
Long-Term Equity Incentives
Long-Term Equity Incentives The Company’s shareholder-approved long-term equity incentive plan provides for awards in the form of restricted stock of Company common stock (the “Restricted Stock Plan”). Awards under the Restricted Stock Plan are generally awarded on an annual basis and are based on the achievement of pre-determined one-year goals. The ultimate value of the compensation recognized from restricted stock issued is determined as of the date vesting occurs. The Restricted Stock Plan is designed to compensate the NEOs for executing specific elements of the Company’s business plan. For 2025, the target award amount is comprised of two equally weighted corporate financial goals, diluted earnings per share and capital investment delivery. In February 2026, the Board approved Restricted Stock Plan awards as recommended by the Committee based on 2025 performance. These Restricted Stock Plan grants have a three-year vesting period from the grant date, and vest ratably in annual installments over the restricted period provided the executive maintains continuous service to the Company during the restricted period. Awards made to NEOs under the Restricted Stock Plan entitle also each recipient of an award to receive regular quarterly dividend payments on awards on the unvested awards. Delivered performance during the applicable measurement period may exceed, or fall short, of the targets, resulting in the NEO receiving an incentive award that is above or below the targeted level, but not in excess of 175% of the target.
2025 LONG-TERM EQUITY AWARDS
2025 LONG-TERM EQUITY AWARDS In connection with the market-based analysis of compensation conducted by our independent consultant in the Company’s most recent executive compensation study, the Company established a long-term incentive target as a percentage of base salary for each NEO. The respective long-term award target percentages comprising the total award target percentage for each NEO for 2025 were as follows:
2025 LONG-TERM EQUITY AWARDS
| Name | Base Salary at December 2025 ($) | Target Restricted Stock Award (%) | Target Restricted Stock Award ($) | | Nadine Leslie | 754,000 | 50 | 377,000 | | Mohammed G. Zerhouni | 587,600 | 30 | 176,280 | | Gregory S. Sorensen | 494,000 | 30 | 148,200 | | Jay L. Kooper | 386,227 | 20 | 77,245 | | Georgia M. Simpson | 318,210 | 20 | 63,642 |
2025 LONG-TERM EQUITY AWARDS
The Committee selected two financial metrics for the 2025 Restricted Stock Awards, diluted earnings per share and capital investment delivery. The Committee selected diluted earnings per share as a metric because it is a key metric used by investors and is indicative of profitability affecting our share price. The Committee selected capital investment delivery as the other measure because, as a utility, delivering the approved capital program on time, on budget, and within the required scope is critical to ensure that projects arjne prudently incurred and can earn a return. If our projects under capital investment delivery are not successful, our reliability may fall short as a result of incidents, and we can face penalties from regulators, as well as suffering reputational damage with customers and policymakers. The targets for diluted earnings per share and capital investment delivery were established to appropriately incentivize the NEOs and were based on known, anticipated and projected operational and financial opportunities and challenges in 2025. For 2025, the Committee established a diluted EPS target that was below the Company’s 2024 diluted EPS of $2.47 to provide a normalized 2025 diluted EPS target. The Committee established this 2025 target as 2024 diluted EPS performance was significantly impacted by non‑recurring items, and unusually favorable 2024 drought conditions that increased water consumption that the Company did not expect to recur. The threshold that the Committee established for 2025 diluted EPS was approximately 25% above the $1.76 diluted EPS that the Company achieved in 2023. The Committee established a capital investment delivery target for 2025 that was more than 25% higher than the actual capital investment delivery of $74.6 million for 2024. This target reflects our capital expenditures, including those necessary for replacement of existing infrastructure, upgrading our information technology systems, the purchase of transportation and other equipment necessary to successfully maintain our business. The Company’s capital investments are essential to the Company’s maintaining high‑quality service, reducing non‑revenue water and aligning the Company’s asset base with its long‑term capital plan, and thus is a key factor considered by the Committee in evaluating management’s performance and determining incentive compensation.
2025 LONG-TERM EQUITY AWARDS
| 46 | Middlesex Water Company |
2025 LONG-TERM EQUITY AWARDS
The following table presents information regarding each of the performance measures used to determine the earnout percentages for the 2025 Restricted Stock Awards, including the threshold, target and maximum performance levels for each measure, as well as the weighting assigned to each measure. The percentages interpolated between the threshold and maximum performance levels, and there is no payout for a measure if the threshold performance level is not met.
2025 LONG-TERM EQUITY AWARDS
| Financial Performance Metric | Threshold Performance (Weighting) | Target Performance (Weighting) | Maximum Performance (Weighting) | Actual Performance (Performance Earned) | | Diluted Earnings Per Share | $2.05 | $2.20 | $2.35 | $2.36 | | | (50%) | (100%) | (175%) | 175.0% | | Capital Investment Delivery | $90.2M | $93.0M | $95.8M | $96.4 | | | (50%) | (100%) | (175%) | 175.0% |
2025 LONG-TERM EQUITY AWARDS
Based upon our 175% performance for diluted earnings per share and our 175% performance for capital investment delivery, the Committee determined the combined performance for the financial metrics was 175%. The Committee then recommended, and subsequently the non-employee members of the Board approved, the following awards, which represent 175% of the target restricted stock award for each NEO:
2025 LONG-TERM EQUITY AWARDS
| Name | Target Restricted Stock Award ($) | Diluted Earnings Per Share Goal Achievement (%) | Capital Investment Delivery Goal Achievement (%) | Total Long- Term Incentive Award ($) | | Nadine Leslie | 377,000 | 175.0% | 175.0% | 659,750 | | Mohammed G. Zerhouni | 176,280 | 175.0% | 175.0% | 308,490 | | Gregory S. Sorensen | 148,200 | 175.0% | 175.0% | 259,350 | | Jay L. Kooper | 77,245 | 175.0% | 175.0% | 135,179 | | Georgia M. Simpson | 63,642 | 175.0% | 175.0% | 111,373 |
2025 LONG-TERM EQUITY AWARDS
The Restricted Stock awards made in 2026 for 2025 service and performance are not reflected in Summary Compensation Table in this proxy statement, but will be reflected in the executive compensation tables of the 2027 proxy statement.
CEO SUPPLEMENTAL RESTRICTED STOCK GRANT
CEO SUPPLEMENTAL RESTRICTED STOCK GRANT Our employment agreement with our CEO provides for supplemental restricted stock grants with a market value on the applicable grant date of $250,000. The employment agreement provides that these supplemental stock awards are to be made on March 1, 2024, 2025 and 2026, subject to overall satisfactory performance of the CEO, as determined by the Board, and vest in full one day following the appliable grant date. The Committee evaluated the performance of the CEO and recommended to the Board approval of her supplemental equity grant of $250,000; and the Board approved the award.
CEO SUPPLEMENTAL RESTRICTED STOCK GRANT
| 2026 Proxy Statement | 47 |
Severance and Change-In-Control Agreements
Severance and Change-In-Control Agreements
SEVERANCE ARRANGEMENTS
SEVERANCE ARRANGEMENTS We have written employment agreements with our President and CEO, Chief Financial Officer and Chief Operating Officer that include severance provisions which provide for the payment of severance pay and benefits in the event of an executive’s termination of employment by us without cause or by the executive with good reason (other than in connection with a change in control of the Company or as a result of death, disability or normal retirement). In general, with respect to severance benefits, upon a termination without cause or by the executive with good reason, the CEO would be eligible for a lump sum cash payment equal to (1) 50% of her annual target bonus, (2) 50% of the annual target long-term equity incentive under her employment agreement, and (3) an amount equal to the rate for 24 months of COBRA continuation coverage, provided the CEO executed an applicable release of claims. If the employment agreement was not renewed at the expiration of its term on December 31, 2030, then any unvested restricted common stock previously awarded to the CEO would immediately vest. In general, with respect to severance benefits, upon a termination without cause or by the executive with good reason, the Chief Financial Officer and Chief Operating Officer would each be eligible for a lump sum cash payment equal to (1) twelve months of annual base salary, (2) a pro-rated amount of the annual target short-term incentive, (3) a pro-rated amount of the annual target long-term equity incentive, and (4) an amount equal to the rate for 18 months of COBRA continuation coverage, in each case subject to the NEO’s execution of an applicable release of claims. See “Potential Payments upon a Termination or Change in Control,” which further describes the payments to which the participating NEOs may be entitled under the Severance Guidelines. Except as described above, there are no employment agreements for the other NEOs who are “at will” employees of the Company, but such officers are party to change in control severance agreements with the Company providing for severance payments in conjunction termination by the Company or for good reason by the NEO in connection with a Change in Control.
SEVERANCE ARRANGEMENTS
| 48 | Middlesex Water Company |
CHANGE IN CONTROL ARRANGEMENTS
CHANGE IN CONTROL ARRANGEMENTS The Committee believes that the long-term interests of shareholders are best served by providing reasonable income protection for NEOs to address potential change in control situations in which they may otherwise be distracted by their potential loss of employment in the event of a successful transaction. The written change in control agreements with each of our continuing NEOs provide certain financial benefits in the event of a change in control. These are “double trigger” arrangements – i.e., severance benefits under these arrangements are only triggered by a qualifying event that also results in the NEO’s termination of employment under certain specified circumstances within two years following the event. See “Potential Payments upon a Termination or Change in Control”, below for further information.
EQUITY GRANT PRACTICES
EQUITY GRANT PRACTICES We do not currently grant stock options or stock appreciation rights as part of our long-term equity compensation plan. For this reason, the Company has not adopted a policy or practice on the timing of awards of options or stock appreciation rights in relation to the disclosure of material nonpublic information. The Committee typically recommends to the non-employee members of the Board and the Board grants equity-based awards, in the form of restricted stock, to our executive officers on an annual grant cycle and may also make off cycle awards from time to time on an as-needed basis. The Company does not time the disclosure of material non-public information for the purpose of affecting the value of executive compensation, and it is the Committee’s practice to generally avoid granting equity awards during periods in which there is undisclosed material non-public information about the Company. Annual equity awards have been approved by the Board of Directors at its first quarter meeting, which has historically been scheduled several months in advance of that meeting.
Summary Compensation Table
Summary Compensation Table The following table details compensation earned or accrued by our NEOs for the three years ended December 31, 2025, 2024 and 2023, respectively.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | (1) Bonus ($) | (2) Stock Awards ($) | (3) Non-Equity Incentive Compensation ($) | (4) All other Compensation ($) | Total ($) | | Nadine Leslie(5) Chair, President and Chief Executive Officer | 2025 | 754,000 | — | 678,000 | 427,525 | 46,499 | 1,906,024 | | | 2024 | 574,423 | 390,385 | 250,000 | — | 34,768 | 1,249,576 | | Mohammed G. Zerhouni(6) Senior Vice President, Chief Financial Officer and Treasurer | 2025 | 587,600 | — | 200,000 | 199,905 | 37,191 | 1,024,696 | | | 2024 | 271,634 | 81,731 | 105,000 | — | 209,829 | 668,194 | | Gregory S. Sorensen(7) Vice President, Chief Operating Officer | 2025 | 494,000 | — | — | 165,098 | 37,416 | 696,514 | | | 2024 | — | — | 120,000 | — | — | 120,000 | | Jay L. Kooper Vice President, General Counsel and Secretary | 2025 | 386,227 | | 103,000 | 63,960 | 33,056 | 586,243 | | | 2024 | 368,591 | 14,284 | 60,000 | — | 30,121 | 472,996 | | | 2023 | 355,698 | — | 60,000 | — | 43,992 | 459,690 | | Georgia M. Simpson Vice President, Information Technology and Chief Technology Officer | 2025 | 318,210 | | 72,000 | 52,696 | 24,682 | 467,588 | | | 2024 | 303,185 | 11,768 | 50,256 | — | 20,720 | 385,929 | | | 2023 | 292,197 | — | 60,000 | — | 33,367 | 385,564 |
Summary Compensation Table
(1)In recognition of the outstanding contributions in 2024 to the development of the company’s MWC 2030 vision, Mr. Zerhouni, Mr. Kooper, Ms. Simpson and Mr. Fullagar received a discretionary special cash bonus. Mr. Zerhouni cash bonus includes also a sign-on bonus of $60,000 for loss of previous employer equity awards. Ms. Leslie received a cash bonus in accordance with the short term incentive provision in her employment agreement. (2)Reflects the value of Restricted Stock Plan awards in the applicable year. These awards generally do not vest to the participants until the expiration of three or five years from the date of such award. During such three- or five-year period, the participants have contingent ownership of such shares, including the right to vote the same and to receive dividends thereon. Ms. Leslie stock awards include $250,000 for each year 2024 and 2025 of equity awards received and vested in accordance with her employment agreement. Mr. Zerhouni stock awards include $105,000 equity awards received and vested in 2024 in accordance with his employment agreement. (3)Represents earned annual cash incentive compensation in respect to 2025. See Short-Term Incentive section under the Compensation and Discussion Analysis for more details. (4)The detail “All Other Compensation” recognized for the benefit of the NEOs is set forth in Schedule A as supplemental information to the Summary Compensation Table. (5)Ms. Leslie was hired on March 1, 2024. (6)Mr. Zerhouni was hired on June 24, 2024. (7)Mr. Sorensen was hired on December 16, 2024.
Summary Compensation Table
| 2026 Proxy Statement | 51 |
Grants of Plan-Based Awards*
Grants of Plan-Based Awards* The following table details information relative to grants of plan-based awards to the NEOs under our Restricted Stock Plan during the year ended December 31, 2025.
Grants of Plan-Based Awards*
| Name | Grant Date | Stock Awards: Number of Shares or Units (#) | | Nadine Leslie | 3/1/2025 | 4,987 | | | 4/1/2025 | 6,677 | | Mohammed G. Zerhouni | 4/1/2025 | 3,120 | | Gregory S. Sorensen | 4/1/2025 | — | | Jay L. Kooper | 4/1/2025 | 1,607 | | Georgia M. Simpson | 4/1/2025 | 1,123 |
Stock Vested During 2025*
Stock Vested During 2025* The following table details information regarding the vesting of stock awards as of December 31, 2025.
Stock Vested During 2025*
| | Stock Awards | | | Name | Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Nadine Leslie | 4,987 | 289,396 | | Mohammed G. Zerhouni | — | — | | Gregory S. Sorensen | — | — | | Jay L. Kooper | 832 | 53,331 | | Georgia M. Simpson | 702 | 44,998 |
Stock Vested During 2025*
* The Company does not employ the use of stock options.
Outstanding Equity Awards
Outstanding Equity Awards The following table represents outstanding unvested restricted stock awards as of December 31, 2025.
Outstanding Equity Awards
| Name | Shares of stock that have not vested (#) | Market value of shares of stock that have not vested ($) | | Nadine Leslie | 6,677 | 340,126 | | Mohammed G. Zerhouni | 3,120 | 158,933 | | Gregory S. Sorensen | — | — | | Jay L. Kooper | 4,853 | 247,212 | | Georgia M. Simpson | 4,183 | 213,082 |
Outstanding Equity Awards
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CEO to Median Employee Pay Ratio
CEO to Median Employee Pay Ratio We are providing the following information regarding the relationship of the annual total compensation of our CEO compared to the annual total compensation of our median employee. For fiscal 2025, our last completed fiscal year: •We determined the annual CEO compensation amount to be $1,906,024; •the annual total compensation of our median employee was $80,119; and •the resulting ratio is 23.78:1. Our pay ratio estimate has been calculated in a manner consistent with Item 402(u) of Regulation S-K using data and assumptions summarized below. In 2025, to identify our median employee, we first determined our employee population (excluding our CEO) as of the last day of our fiscal year December 31, 2025 (the Determination Date). We had approximately 395 employees, representing all full-time, part-time, seasonal and temporary workers as of the Determination Date. The number does not include any independent contractors or “leased” workers, as permitted by applicable SEC rules. We then measured our employee population’s total direct compensation in fiscal 2025 for our consistently applied compensation measure based on information from our payroll management systems. This compensation measurement was calculated by totaling, for each employee, their annual W-2 wages, salary, bonuses and perquisites as of the Determination Date and target restricted stock awards granted in fiscal 2025. Once we identified our median employee, we then determined the annual total compensation of this employee. We believe the above is a reasonable estimate of the relationship between the pay of our CEO and the pay of our median employee.
Potential Payments Upon Change in Control
Potential Payments Upon Change in Control The Company has Change in Control Agreements with the NEOs. These agreements generally provide that if the Executive is terminated by the Company, other than for death, disability, retirement, for Cause (as defined in the agreement), or if the Executive resigns for Good Reason (as defined in the agreement) within two years after a Change In Control of the Company, also as defined in the agreement, the Executive, other than the Chief Executive Officer, is entitled to receive, (a) a lump sum severance payment equal to two times the Executive’s average annual compensation, as defined in the agreement, for the five years prior to the termination; and (b) continued coverage for two years under any health or welfare plan in which the Executive and the Executive’s dependents were participating. The Chief Executive Officer is entitled to receive (a) a lump sum severance payment equal to three times the Executive’s annual compensation at the time of termination, as defined in the agreement; and (b) continued coverage for three years under any health or welfare plan in which the Executive and the Executive’s dependents were participating. The Company has no non-Change in Control severance arrangements other than the employment agreements with certain Executives disclosed in the 2025 Compensation & Discussion Analysis section. The benefits under any health or welfare benefit plan could end earlier (i) if the Executive becomes covered by a new employer’s health and welfare benefit plan, or (ii) the date the Executive becomes eligible for Medicare. Also, coverage for the Executive’s dependents could end earlier than any of these dates if required by the health or welfare benefit plan due to age eligibility. In addition to the benefits to be paid to the Executive as noted above, if there is a separation from service under the terms of the Change in Control agreement on or before the second anniversary of the Change in Control, the Company shall pay the Executive any deferred compensation, including, but not limited to, deferred bonuses allocated or credited to the Executive as of the date of termination. Also, any outstanding restricted stock grants awarded to the Executive under the Company’s stock plans, which are not vested on termination, shall immediately vest.
Potential Payments Upon Change in Control
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Potential Payments Upon Change in Control
The following table indicates the potential value the NEOs would receive in connection with termination by the Company within two years after a Change in Control of the Company. All scenarios use December 31, 2025, the last business day of the Company’s most recent fiscal year, as the date for the triggering event set forth in the schedule.
Potential Payments Upon Change in Control
| Name | Compensation Paid During Calendar Year 2025 (using definition of “Compensation” under the Agreement) ($) | Termination Before Second Anniversary (1) ($) | | Nadine Leslie | 1,843,577 | 8,104,939 | | Mohammed G. Zerhouni | 825,846 | 3,538,764 | | Gregory S. Sorensen | 626,154 | 3,071,051 | | Jay L. Kooper | 514,966 | 2,103,085 | | Georgia M. Simpson | 410,922 | 1,740,308 |
Potential Payments Upon Change in Control
(1)Compensation and other benefits paid following termination on or before the second anniversary of the Change in Control.
Potential Payments Upon Change in Control
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Potential Payments Upon Change in Control
As discussed in the CD&A above, our Compensation Committee has implemented an Executive compensation program designed to link a substantial portion of our NEO’s realized compensation to the achievement of our strategic financial, operational and strategic objectives, and to align our Executive pay with changes in the value of our shareholders’ investments. The following table sets forth additional compensation information for our NEOs, calculated in accordance with SEC regulations, for fiscal years 2025, 2024, 2023, 2022, and 2021.
Potential Payments Upon Change in Control
| Year (a) | Summary Compensation Table Total for CEO (b) | Compensation Actually Paid to CEO (c) | Average Summary Compensation Table Total for non-CEO NEOs (d) | Average Compensation Actually Paid to non-CEO NEOs (e) | Value of Initial Fixed $100 Investment Based On: | | Net Income (In Millions) (h) | Diluted Earnings Per Share (i) | | | | | | | Total Shareholder Return (f) | Peer Group Total Shareholder Return (g) | | | | 2025 | $1,906,024 | $1,568,150 | $693,760 | $676,245 | $76.09 | $87.73 | $42.80 | $2.32 | | 2024 | $1,828,153 | $1,578,153 | $616,182 | $411,477 | $89.61 | $91.21 | $44.40 | $2.47 | | 2023 | $1,758,814 | $1,414,050 | $673,736 | $467,470 | $109.30 | $103.30 | $31.50 | $1.76 | | 2022 | $1,154,726 | $38,876 | $452,477 | $284,597 | $128.86 | $120.09 | $42.40 | $2.39 | | 2021 | $1,290,444 | $3,173,051 | $490,567 | $782,328 | $194.55 | $132.98 | $36.50 | $2.07 |
Potential Payments Upon Change in Control
Column (b) Reflects compensation amounts reported in the “Summary Compensation Table” for Mr. Dennis Doll, for the fiscal years 2023, 2022 and, 2021; and for Ms. Leslie annualized compensation amount for 2024. Column (c) “Compensation actually paid” to Mr. Doll in each of 2023, 2022, and 2021, and for Ms. Leslie in 2024 and 2025, reflects the respective amounts set forth in column (b) of the compensation table above, adjusted as set forth in the compensation calculation table below, as determined in accordance with SEC rules. The dollar amounts reflected in column (b) of the table above do not reflect the actual amount of compensation earned by or paid to our CEO during the applicable year. For information regarding the decisions made by our Compensation Committee in regards to the CEO’s compensation for each fiscal year, please see the CD&A sections of the Proxy Statements reporting pay for the fiscal years covered in the table above. Column (d) Reflects compensation information for our NEOs other than the CEO as described in the CD&A of this Proxy Statement. 2025: Mohammed G. Zerhouni, Gregory S. Sorensen, Jay L. Kooper, Georgia M. Simpson. 2024: Mohammed G. Zerhouni, A. Bruce O’Connor, Jay L. Kooper, Georgia M. Simpson, Robert K. Fullagar. 2023 A. Bruce O’Connor, Jay L. Kooper, Georgia M. Simpson, Robert K. Fullagar. 2022: A. Bruce O’Connor, Jay L. Kooper, Georgia M. Simpson, Robert K. Fullagar. 2021: A. Bruce O’Connor, Bernadette M. Sohler, Jay L. Kooper, Lorrie B. Ginegaw. Column (e) Average “compensation actually paid” for our non-CEO NEOs in each of 2025, 2024, 2023, 2022, and 2021 reflects the respective amounts set forth in column (d) of the table above, adjusted as set forth in the compensation calculation table below, as determined in accordance with SEC rules. The dollar amounts reflected in column (d) of the table above do not reflect the actual amount of compensation earned by or paid to our non-CEO NEOs during the applicable year. For information regarding the decisions made by our Compensation Committee in regards to the non-CEO NEOs compensation for each fiscal year, please see the CD&A sections of the Proxy Statements reporting pay for the fiscal years covered in the table above. Column (f) For the relevant fiscal year, represents the cumulative total shareholder return (TSR) of Middlesex for the measurement periods ended on December 31 of each of 2025, 2024, 2023, 2022, and 2021, respectively. Column (g) For the relevant fiscal year, represents the cumulative TSR of the Peer Group for the measurement periods ended on December 31 of each of 2025, 2024, 2023, 2022, and 2021, respectively. Peer Group companies currently include American States Water Company, Artesian Resources Corp., California Water Service Group, Global Water Resources Inc., H2O America, and York Water Company. Column (h) Source: Company’s Annual Report on Form 10-K for each respective year. Column (i) Source: Company’s Annual Report on Form 10-K for each respective year.
Potential Payments Upon Change in Control
| 56 | Middlesex Water Company |
CALCULATION OF COMPENSATION ACTUALLY PAID TO CEO
CALCULATION OF COMPENSATION ACTUALLY PAID TO CEO
CALCULATION OF COMPENSATION ACTUALLY PAID TO CEO
| Year | Summary Compensation Table Total for CEO | Summary Compensation Table Equity Awards for CEO | Equity Awards Adjustment for CEO | Summary Compensation Table Change in Pension Value for CEO | Pension Service Cost Adjustment for CEO | Total Compensation Actually Paid to CEO | | 2025 | $1,906,024 | $(678,000) | $340,126 | $— | $— | $1,568,150 | | 2024 | $1,828,153 | (250,000) | $— | $— | $— | $1,578,153 | | 2023 | $1,758,814 | $— | $21,252 | $(630,526) | $264,510 | $1,414,050 | | 2022 | $1,154,726 | $(400,000) | $(1,008,164) | $— | $292,314 | $38,876 | | 2021 | $1,290,444 | $(400,000) | $2,176,122 | $(174,119) | $280,604 | $3,173,051 |
CALCULATION OF COMPENSATION ACTUALLY PAID TO CEO
| Fair Value of Equity Awards for CEO | 2025 | 2024 | 2023 | 2022 | 2021 | | Year End Fair Value of Current Year Equity Award | $340,126 | $— | $338,140 | $299,182 | $608,959 | | Year End Change in Fair Value of Prior Year Equity Awards | $— | $— | $(307,889) | $(1,184,082) | $1,507,984 | | Change in Fair Value of Prior Year Equity Awards Vesting in Current Year | $— | $— | $(8,999) | $(123,264) | $59,179 | | Total Equity Awards Adjustments for CEO | $340,126 | $— | $21,252 | $(1,008,164) | $2,176,122 |
CALCULATION OF COMPENSATION ACTUALLY PAID TO NON-CEO NEOs
CALCULATION OF COMPENSATION ACTUALLY PAID TO NON-CEO NEOs
CALCULATION OF COMPENSATION ACTUALLY PAID TO NON-CEO NEOs
| Year | Average Summary Compensation Table Total for non-CEO NEOs | Average Summary Compensation Table Equity Awards for non-CEO NEOs | Average Equity Awards Adjustment for non-CEO NEOs | Average Summary Compensation Table Change in Pension Value for non-CEO NEOs | Average Pension Service Cost Adjustment for non-CEO NEOs | Average Total Compensation Actually Paid to non-CEO NEOs | | 2025 | $693,760 | $(93,750) | $76,235 | $— | $— | $676,245 | | 2024 | $616,182 | $(114,000) | $(21,535) | $(80,489) | $11,320 | $411,477 | | 2023 | $673,736 | $(45,064) | $22,748 | $(196,877) | $12,926 | $467,470 | | 2022 | $452,477 | $(92,500) | $(120,479) | $— | $45,098 | $284,597 | | 2021 | $490,567 | $(88,750) | $390,457 | $(78,407) | $68,461 | $782,328 |
CALCULATION OF COMPENSATION ACTUALLY PAID TO NON-CEO NEOs
| Fair Value of Equity Awards for non-CEO NEOs | 2025 | 2024 | 2023 | 2022 | 2021 | | Year End Fair Value of Current Year Equity Award | $74,500 | $36,136 | $78,203 | $67,342 | $135,097 | | Year End Change in Fair Value of Prior Year Equity Awards | $(2,664) | $(23,073) | $(54,533) | $(175,221) | $246,026 | | Change in Fair Value of Prior Year Equity Awards Vesting in Current Year | $4,399 | $(34,598) | $(922) | $(12,600) | $9,334 | | Total Equity Awards Adjustments non-CEO NEOs | $76,235 | $(21,535) | $22,748 | $(120,479) | $390,457 |
Pay Versus Performance Tabular List
Pay Versus Performance Tabular List The following performance measures represent the most important financial and non-financial performance measures used by us to link compensation actually paid to our NEOs to performance for the fiscal year ended December 31, 2025: •Diluted earnings per share; •Net income; •Capital investment delivery; •Employee engagement and satisfaction;
Pay Versus Performance Tabular List
| 2026 Proxy Statement | 57 |
Pay Versus Performance Tabular List
•Customer experience; and •Safety metrics