MIDDLESEX WATER CO
For the period ended May 20, 2025. Filed Apr 10, 2025.
View on SEC.govAbout 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
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 Shareholders | TABLE OF CONTENTS |
|---|
| NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 20, 2025 | 1 |
|---|---|
| PROXY STATEMENT SUMMARY | 3 |
| GENERAL INFORMATION | 4 |
| PROPOSAL 1 – ELECTION OF DIRECTORS | 6 |
| Nominees for the Board of Directors | 7 |
| Directors Not Standing for Election in 2025 | 8 |
| DIRECTOR COMPENSATION AND EQUITY OWNERSHIP GUIDELINES | 10 |
| Director Compensation | 10 |
| Director Compensation Table | 10 |
| Director Equity Ownership | 10 |
| CORPORATE GOVERNANCE | |
| Key Highlights | 11 |
| Code of Ethics and Corporate Governance Guidelines | 11 |
| Code of Business Conduct | 11 |
| Board Leadership Structure | 11 |
| Lead Director | 11 |
| Board Composition | 12 |
| Board Role in Risk Oversight | 13 |
| Disclosure of Family Relationships and Related Party Transactions | 14 |
| Director Independence | 14 |
| Board Size | 14 |
| Board Meetings and Annual Meeting Attendance by Board Members | 14 |
| Executive Sessions | 14 |
| Communications with the Board | 14 |
| Shareholder Proposals | 14 |
| Advance Notice of Business to be Conducted at the Annual Meeting | 14 |
| Shareholder Engagement | 15 |
| Committees of the Board | 15 |
| Audit Committee | 16 |
| Compensation Committee | 16 |
| Compensation Committee Interlocks and Insider Participation | 16 |
| Corporate Governance and Nominating Committee | 17 |
| Process for Identifying and Evaluating Director Candidates | 17 |
| Director Candidate Recommendations and Nominations by Shareholders | 18 |
| Pension Committee | 18 |
| Ad Hoc Pricing Committee | 18 |
| CORPORATE SUSTAINABILITY | 19 |
| Our Approach | 19 |
| Sustainability Highlights of 2024 | 20 |
| Environment | 20 |
| Social | 20 |
| Governance | 21 |
| OUR APPROACH TO EXECUTIVE COMPENSATION | 22 |
|---|---|
| EXECUTIVE COMPENSATION | 23 |
| Compensation Committee Report | 23 |
| Compensation Discussion and Analysis | 23 |
| Introduction | 23 |
| Executive Summary | 23 |
| Compensation Program Oversight | 23 |
| Role of Executives in Compensation Committee Activities | 23 |
| Use of Consultants | 24 |
| Compensation Program Objectives and Philosophy | 24 |
| Components of Our Compensation Program | 24 |
| Insider Trading Policy | 25 |
| Our Business and Strategy | 26 |
| Our 2024 Company Performance | 26 |
| 2024 Executive Compensation Analysis and Conclusions | 27 |
| Stock Ownership and Holding Requirements | 28 |
| Summary Compensation Table | 29 |
| Schedule A – Summary - All Other Compensation | 30 |
| Grants of Plan-Based Awards | 30 |
| Stock Vested During 2024 | 30 |
| Outstanding Equity Awards | 31 |
| Pension Benefits | 31 |
| CEO to Median Employee Pay Ratio | 31 |
| Potential Payments upon Change in Control | 32 |
| PAY FOR PERFORMANCE COMPARISON | 33 |
| PROPOSAL 2 – NON-BINDING PROPOSAL TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | 35 |
| REPORT OF THE AUDIT COMMITTEE | 36 |
| PROPOSAL 3 – RATIFICATION OF APPOINTMENT BY THE AUDIT COMMITTEE OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 37 |
| Independent Registered Public Accounting Firm Fees | 37 |
| CHANGE IN INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 38 |
| SECURITY OWNERSHIP AND OTHER MATTERS | 39 |
| Security Ownership of Directors, Management and Certain Beneficial Owners | 39 |
| Section 16(A) Beneficial Ownership Reporting Compliance | 39 |
| Other Security Holders | 39 |
| Other Matters | 39 |
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.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.