Not independent
Tenure on this board
6.3 yrs
3 nominees · 3 ballot items.
Shareholders will vote to elect three directors to three-year terms, ratify Baker Tilly US, LLP as the Company’s independent registered public accounting firm for fiscal 2026, and cast a non-binding advisory (“say-on-pay”) vote to approve the executive compensation of the Company’s named executive officers.
Elect three directors (Joseph T. Hand, Erin C. McGlaughlin, and Laura T. Wand) to serve three-year terms expiring in 2029.
Ratify the Audit Committee’s appointment of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding advisory resolution to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy statement.
This non-binding advisory proposal asks shareholders to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy. Management seeks approval to validate a compensation framework that uses base salary, a short-term cash incentive plan, and restricted stock awards under a long-term incentive plan tied to multi-year metrics (three-year average TSR, return on equity, PPUC-justified complaint rate, and customer-rate comparators). The Compensation and Human Capital Committee engaged an independent consultant and benchmarks pay to a peer group and targets roughly the 50th percentile, and awards include vesting schedules and a clawback policy to align pay with sustained performance. The Board frames the program as necessary to attract, motivate, and retain senior management, and to link pay to long-term shareholder value and operational/regulatory performance. Because the vote is advisory, approval does not change fiduciary duties but provides feedback the Committee will consider in future design and target-setting. Key governance features include use of objective multi-year metrics, consultant review of market positioning, and immediate vesting for certain discretionary awards; potential concerns for an analyst include the limited disclosed link between year-over-year pay changes and the company’s modest near-term net income movement, and whether the performance metrics sufficiently constrain payouts in down-market or regulatory-outcome scenarios. Given the Company’s small size and regulated utility context, compensation that balances affordability for customers and retention of experienced utility executives is material; the Board’s unanimous recommendation and described governance controls (consultant, clawback, Committee oversight) reflect an attempt to justify the plan to shareholders. The outcome of the advisory vote will be considered by the Compensation and Human Capital Committee but is not binding; investors should weigh the alignment features, disclosed peer benchmarking, and the Company’s pay-versus-performance tables when forming a vote.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Zimmer Partners, LP | 4.5% | 732,677 | $22M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 4.0% | 653,993 | $20M |
| 3 | MORGAN STANLEY | 3.3% | 533,557 | $16M |
| 4 | BlackRock, Inc. | 3.2% | 524,353 | $16M |
| 5 | BlackRock, Inc. | 2.5% | 405,664 | $12M |
| 6 | ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 2.0% | 326,730 | $10M |
| 7 | STATE STREET CORP | 2.0% | 324,942 | $10M |
| 8 | Legal General Group Plc | 1.8% | 298,509 | $9M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 1.8% | 294,019 | $9M |
| 10 | VANGUARD PORTFOLIO MANAGEMENT LLC | 1.8% | 293,006 | $9M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.