MIDDLESEX WATER CO

2025 Components in General

The Committee has structured our executive compensation program to compensate our executives in a manner consistent with balancing customer and shareholder interests, market competitive pay practices in our industry, and regulatory considerations.

Our executive compensation program consists of the following key components:

The Committee analyzes the level and relative mix of the elements of executive compensation by component (base salary, cash and equity incentives) and in the aggregate as related to total compensation. The Committee has generally established the 50th percentile of peer group companies and survey data as the target for total compensation. Based on this analysis, the Committee reviews, challenges and recommends each NEO’s compensation, subject to approval by the non-employee members of the Board.

When evaluating the components comprising total compensation, the Committee considers general market practices and the alignment of incentive awards with strategic objectives and Company operational and financial performance. The Committee seeks to create appropriate incentives to promote service quality and shareholder value without encouraging behaviors which may result in inappropriate risk taking.

Base Salary

Base salaries provide fixed compensation to executive officers and help to attract and retain the executive talent needed to lead the business and maintain a stable leadership team. Base salaries are individually determined and periodically adjusted according to each executive officer’s areas of responsibility, role and experience, and vary among executive officers based on a variety of considerations, including skills, experience, achievements and the competitive market for the position.

The Committee reviews and recommends to the non-employee members of the Board any base salary changes for NEOs, including the CEO. For 2025, the Committee recommended, and the non-employee directors of the Board approved an increase in base salaries of 4% for each of the NEOs which was consistent with the average salary increase awarded to all our employees, and to maintain

market-competitive pay as determined by reference to comparable positions at the peer group companies.

The base salaries for each of our NEOs in effect for 2025, and the percentage change from 2024, are as follows:

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

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:

The annual cash incentive for each NEO is capped at maximum of 135% of the NEO’s target bonus opportunity.

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:

The following formula is used for calculating the total STI score, which is used to calculate the total STI payout for each NEO:

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.

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

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:

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:

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.

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.

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

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:

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.

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.

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:

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

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.

Limited Perquisites and Other Employee Benefits

Our NEOs are provided with certain benefits available to all qualifying employees of the Company, as well as selected executive benefits or perquisites not generally available to all employees of the Company.

Broad-based Employee Benefits. The following summarizes the broad-based benefits available to all qualifying employees, in which the NEOs participate:

•Defined contribution or 401(k) plan, with employer matching contributions equivalent to 3.5 % of an employee’s salary deferral,

•Health insurance coverage (all employees share in the cost of such coverage),

•Disability insurance coverage, and

•Group term life insurance coverage.

Executive Benefits and Perquisites. The NEOs received the following benefits and perquisites:

•Vehicle allowance or use of a Company-owned vehicle, with the value of any personal use of such vehicle is reported as taxable income to the NEO, and

•Group term life insurance coverage of 3x base salary, which amount is in excess of coverage generally available to all employees, for which premiums are reported as taxable income to the Executive and for which total policy coverage is capped at $1,500,000.

The Committee formally reviews all components of executive compensation on an annual basis.

Severance and Change-In-Control Agreements

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.

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.

Other Compensation Policies and Practices

EXECUTIVE STOCK OWNERSHIP GUIDELINES

We believe that the Company and our shareholders are best served when executive officers manage the business with a long-term perspective. As such, we have implemented executive stock ownership guidelines, as we believe share ownership is an important tool to strengthen the alignment of interests among our executive officers and our shareholders, to reinforce executive officers’ commitment to us and to demonstrate our commitment to sound corporate governance. The current NEOs have five years from the date the guidelines were adopted to comply with the ownership guidelines. Any newly hired or promoted executive will have five years from the date of their hire or appointment to comply with the guidelines.

Equity interests that count toward our stock ownership guidelines include shares owned outright by the executive officer and restricted shares subject to vesting requirements. The Committee monitors executive officers’ compliance with the stock ownership requirements. For 2025, the Committee has determined that all executive officers meet or exceed the applicable guidelines, or are on track to meet or exceed the guidelines within the five-year period.

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.

INSIDER TRADING POLICY

We have adopted an insider trading policy (our “Insider Trading Policy”) governing the purchase, sale, and/or other dispositions of the Company’s securities by directors, officers and employees that is designed to promote compliance with insider trading laws, rules and regulations, as well as procedures designed to further the foregoing purposes. Pursuant to our Insider Trading Policy, it is the Company’s policy to comply with applicable laws and regulations relating to insider trading when engaging in transactions in the Company’s securities. The Company’s Insider Trading Policy is available on our website atwww.MiddlesexWater.com under the heading Investors – Governance, and a copy is filed as an exhibit to our Annual Report on Form 10-K for our fiscal year ended December 31, 2025.

PROHIBITION ON HEDGING AND PLEDGING

Our Insider Trading policy prohibits our directors, officers and employees from engaging in any hedging or derivative transactions involving the Company’s securities, including forward sale or purchase contracts, equity swaps, collars or exchange funds or transactions in puts, calls or other derivative instruments that relate to or involve Company securities. Our Insider Trading Policy also prohibits these covered persons from (i) pledging our securities to a lender as collateral for a loan, or (ii) holding them in a margin account as collateral for any obligation incurred in connection with a purchase of securities.

RECOVERY OF INCENTIVE-BASED COMPENSATION

We maintain a Dodd-Frank Act-compliant incentive compensation recovery policy applicable to each of our executive officers. Under this policy, if the Company is required to prepare a restatement, the Company will, as promptly as reasonably possible, recover any incentive-based compensation erroneously received by a covered executive during the recovery period. The amount of compensation erroneously received by a covered executive will be equal to the excess of the incentive-based compensation received by such covered executive based on the erroneous data in the financial statements over such compensation based on the restated results, without respect to any tax liabilities incurred or paid by such covered executive. To the extent the recalculated incentive compensation is less than the incentive compensation actually paid or credited to such executive officer for that period, the excess amount must be forfeited or returned to the Company.

RISK MANAGEMENT CONSIDERATIONS

The Committee evaluates the reasonableness of attaining designated incentive goals relative to the importance of such goals to the overall mission and strategies of the Company and the required effort to achieve such goals. The Committee recognizes that some level of calculated risk is required to achieve business objectives that ultimately benefit customers and shareholders. However, the Committee discourages taking risk that, in its judgment, is inappropriate relative to the expectations of our regulators and shareholders.

The Committee believes that none of the Company’s compensation programs encourage or create excessive risk-taking, and therefore has determined that that our compensation policies and practices are not reasonably likely to have a material adverse effect on the Company. We believe our compensation program and policies include terms designed to mitigate any potential material risks created by the performance-based metrics used in the executive compensation program.

ACCOUNTING AND TAX CONSIDERATIONS

When appropriate, the Committee takes into consideration the accounting and tax treatment of the compensation and benefit arrangements for our Named Executive Officers. These considerations are in addition to those described above that were material to the pay decisions for the most recent fiscal year.