Skip to main content

MIDDLESEX WATER CO

For the period ended May 20, 2025. Filed Apr 10, 2025.

View on SEC.gov

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 20, 2025 · Filed Apr 10, 2025

MSEX$59.87+0.6%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits
Contents

Cover page

Show cover page

**UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

The Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material Pursuant to §240.14a-12

Middlesex Water Company

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒No fee required.
☐Fee paid previously with preliminary materials.
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Middlesex Water Company 485C Route 1 South Suite 400 Iselin, New Jersey 08830

Dear Valued Shareholders,

It is my privilege to invite you to the Annual Meeting of Shareholders (the “Annual Meeting”) of Middlesex Water Company (“Middlesex” or the “Company”), which will be held virtually on Tuesday, May 20, 2025, at 11:00 a.m. EDT. This meeting provides an important opportunity to review our Company’s progress, share updates on our strategic initiatives, and discuss matters that are critical to building long-term shareholder value.

This year marked a significant milestone for Middlesex as we welcomed our new President and Chief Executive Officer (CEO), Nadine Leslie, effective March 1, 2024. With over 25 years of experience in the water industry, Nadine assumed leadership at a pivotal time, continuing our legacy of excellence for 128 years.

In her first year, Nadine has quickly demonstrated her commitment to upholding the high standards of service and operational excellence that have been the hallmark of Middlesex. She has shown exceptional strategic vision, and we are confident that under her guidance, we will continue to grow and thrive in the years to come.

As we reflect on 2024, I am proud of the meaningful progress made under Nadine’s leadership. Her team navigated a year of transition while strengthening operational resiliency, enhancing financial performance, and maintaining our commitment to delivering shareholder value. Notable accomplishments include:

Financial Performance

•Reported net income of $44.4 million in 2024 compared to net income of $31.5 million in 2023.
•Revenues for 2024 were $191.9 million, an increase of $25.6 million when compared to $166.3 million in 2023.
•Achieved 52 consecutive years of dividend increases, with a 4.62% increase in 2024.
•2024 diluted earnings per share: $2.47, a 40% increase from $1.76 in 2023.
•Added approximately 2,100 new regulated customers through organic growth.

Strategic Investments in Infrastructure

•Invested $75 million in capital expenditures in 2024 to upgrade, replace and enhance the resiliency of our water and wastewater utility infrastructure.
•Utility infrastructure investment of $387 million planned from 2025 through 2027.
•Constructed a one-million-gallon elevated storage tank in Sussex County, Delaware, and completed three accelerated major main replacement projects in New Jersey.

Operational Excellence and Resiliency

•Successfully transitioned to new leadership with Nadine Leslie as President & CEO, Mohammed G. Zerhouni as CFO, and Gregory Sorensen as COO, bringing extensive industry expertise.
•Launched “Project Synergy,” upgrading our Work & Asset Management software and transitioning it to the Cloud, improving asset visualization, Geographic Information System integration, and data analytics.
•Implemented a Cross Connection Control Program in Delaware and hosted Safety Practical Days companywide to reinforce best practices for operations personnel.
•Completed the lead service line inventory for Tidewater Utilities, Inc. (Tidewater) and filed Tidewater’s first general rate case since 2013, to support investments in water quality and infrastructure.
•Tidewater won the “Best Tasting Water” award at the 2024 Delaware Rural Water Association Expo.

Long-Term Vision

•Launched the “MWC 2030 Vision,” which focused on five key pillars: Employee Engagement, Operational Excellence, Customer Experience, Selective and Sustainable Growth, and Stakeholder Management

I want to thank you for your steadfast loyalty and support of Middlesex and the Board of Directors throughout the years. I also congratulate Nadine and her leadership team on their vision for future success and on their diligent focus on execution of that vision.

Sincerely,

Dennis W. Doll

Chairman of the Board

April 10, 2025

Proxy Statement: 2025 Annual Meeting of ShareholdersTABLE OF CONTENTS
NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 20, 20251
PROXY STATEMENT SUMMARY3
GENERAL INFORMATION4
PROPOSAL 1 – ELECTION OF DIRECTORS6
Nominees for the Board of Directors7
Directors Not Standing for Election in 20258
DIRECTOR COMPENSATION AND EQUITY OWNERSHIP GUIDELINES10
Director Compensation10
Director Compensation Table10
Director Equity Ownership10
CORPORATE GOVERNANCE
Key Highlights11
Code of Ethics and Corporate Governance Guidelines11
Code of Business Conduct11
Board Leadership Structure11
Lead Director11
Board Composition12
Board Role in Risk Oversight13
Disclosure of Family Relationships and Related Party Transactions14
Director Independence14
Board Size14
Board Meetings and Annual Meeting Attendance by Board Members14
Executive Sessions14
Communications with the Board14
Shareholder Proposals14
Advance Notice of Business to be Conducted at the Annual Meeting14
Shareholder Engagement15
Committees of the Board15
Audit Committee16
Compensation Committee16
Compensation Committee Interlocks and Insider Participation16
Corporate Governance and Nominating Committee17
Process for Identifying and Evaluating Director Candidates17
Director Candidate Recommendations and Nominations by Shareholders18
Pension Committee18
Ad Hoc Pricing Committee18
CORPORATE SUSTAINABILITY19
Our Approach19
Sustainability Highlights of 202420
Environment20
Social20
Governance21
OUR APPROACH TO EXECUTIVE COMPENSATION22
EXECUTIVE COMPENSATION23
Compensation Committee Report23
Compensation Discussion and Analysis23
Introduction23
Executive Summary23
Compensation Program Oversight23
Role of Executives in Compensation Committee Activities23
Use of Consultants24
Compensation Program Objectives and Philosophy24
Components of Our Compensation Program24
Insider Trading Policy25
Our Business and Strategy26
Our 2024 Company Performance26
2024 Executive Compensation Analysis and Conclusions27
Stock Ownership and Holding Requirements28
Summary Compensation Table29
Schedule A – Summary - All Other Compensation30
Grants of Plan-Based Awards30
Stock Vested During 202430
Outstanding Equity Awards31
Pension Benefits31
CEO to Median Employee Pay Ratio31
Potential Payments upon Change in Control32
PAY FOR PERFORMANCE COMPARISON33
PROPOSAL 2 – NON-BINDING PROPOSAL TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS35
REPORT OF THE AUDIT COMMITTEE36
PROPOSAL 3 – RATIFICATION OF APPOINTMENT BY THE AUDIT COMMITTEE OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM37
Independent Registered Public Accounting Firm Fees37
CHANGE IN INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM38
SECURITY OWNERSHIP AND OTHER MATTERS39
Security Ownership of Directors, Management and Certain Beneficial Owners39
Section 16(A) Beneficial Ownership Reporting Compliance39
Other Security Holders39
Other Matters39

CONSERVING NATURAL RESOURCES THROUGH INTERNET AVAILABILITY OF PROXY MATERIALS This year, we are again using the U.S. Securities and Exchange Commission’s Notice and Access model (“Notice and Access”) which allows delivery of proxy materials via the Internet as the primary means of furnishing proxy materials. We believe Notice and Access provides shareholders with a convenient method to access the proxy materials and vote, reduces the costs of printing and distributing proxy materials, and allows us to conserve natural resources in alignment with our role as an environmental steward. On or about April 10, 2025, we will mail a Notice of Internet Availability (“NOIA”) of Proxy Materials containing instructions on how to access our Proxy Statement and our 2024 Annual Report online and how to vote via the Internet. The NOIA also contains instructions on how to receive a paper copy of the proxy materials and our 2024 Annual Report to Shareholders. YOUR VOTE IS IMPORTANT We urge you to vote using telephone or internet voting, if available to you, or if you received these proxy materials by U.S. mail, by completing, signing, dating and returning the enclosed proxy card promptly. If voting by phone, please call the toll-free number found on your NOIA of Proxy Materials or on your proxy card. To vote via the Internet, please visit the website shown on your NOIA (www.proxyvote.com) before 11:59 p.m. on May 19, 2025 to transmit voting instructions. (Shareholders will need the 12-digit control number from the proxy card or NOIA to view proxy materials at www.proxyvote.com). Shareholders of record may deliver their vote online during the virtual Annual Meeting by following directions on the Annual Meeting website. Beneficial owners of shares of common stock held in street name through a bank or brokerage account should follow the voting instructions enclosed with their proxy materials.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.