Independent
Tenure on this board
0.1 yrs
Also a director at
Middlesex Water Co (MSEX)
9 nominees · 3 ballot items.
Election of nine directors; Advisory (non-binding) vote to approve executive compensation (say-on-pay); Ratification of Deloitte & Touche LLP as independent registered public accounting firm for 2026.
Election of nine director nominees to serve until the 2027 Annual Meeting.
Non-binding, advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement.
The proposal asks shareholders to cast a non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy. Management seeks approval to validate its compensation philosophy, which emphasizes performance-conditioned pay, a mix of cash and equity, and metrics linking pay to financial, operational and strategic outcomes. The Compensation, Culture and Talent Committee establishes executive pay based on market data, internal equity, and input from independent compensation consultants; it uses an ACI Plan and long-term PSU and RSU awards with explicit metrics (Net Income, Customer Delight, SAIDI, EPS growth, Clean Energy and Capacity, Relative TSR). Management justifies the program as competitive, aligned with shareholders, and containing safeguards against excessive risk (diversified metrics, capped payouts, clawback policy). Company-specific context includes strong 2025 operational results, cost reductions, and use of non-GAAP adjustments to incentive metrics. Because this is advisory, the Board will consider the outcome in future decisions but is not bound by it.
Ratify Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 7.9% | 9,098,918 | $480M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.3% | 7,335,657 | $387M |
| 3 | Clearbridge Investments, LLC | 4.5% | 5,214,463 | $275M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.5% | 5,153,597 | $272M |
| 5 | BlackRock, Inc. | 4.0% | 4,666,953 | $246M |
| 6 | STATE STREET CORP | 4.0% | 4,647,695 | $248M |
| 7 | AQR CAPITAL MANAGEMENT LLC | 3.7% | 4,300,529 | $225M |
| 8 | FULLER THALER ASSET MANAGEMENT, INC. | 3.4% | 3,934,845 | $208M |
| 9 | TWO SIGMA INVESTMENTS, LP | 2.6% | 3,040,919 | $160M |
| 10 | HITE Hedge Asset Management LLC | 2.3% | 2,690,996 | $142M |
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