Beth W. Cooper
Executive Vice President, Chief Financial Officer, Treasurer and Assistant Corporate Secretary at 
CHESAPEAKE UTILITIES
CHESAPEAKE UTILITIESExecutive
About Beth W. Cooper
Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary of Chesapeake Utilities Corporation (CPK). Age 58; executive officer since 2005; CFO since September 2008; EVP since February 2019; Treasurer since January 2022; Assistant Corporate Secretary since March 2015 . Company performance context: 2024 GAAP net income was $118.6M (EPS $5.26); Adjusted EPS $5.39; 2024 total shareholder return (TSR) was top quartile at 17%; 5-year EPS CAGR 6.4%; 5-year dividend CAGR 9.6% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Chesapeake Utilities Corporation | EVP (Finance), CFO, Treasurer, Assistant Corporate Secretary | EVP (2019–present), CFO (2008–present), Treasurer (2022–present), Assistant Corporate Secretary (2015–present) | Senior finance leadership through Florida City Gas acquisition and multi-year growth and rate initiatives |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | Not disclosed in the 2025 Proxy or 2024 10-K reviewed |
Fixed Compensation
| Year | Base Salary ($) | All Other Compensation ($) | Key Perquisites/Contributions |
|---|---|---|---|
| 2022 | 425,375 | 67,018 | 401(k)/NQDC contributions $33,706; life insurance $480; vehicle $3,648; dividends (from 2022 grant) $29,184 |
| 2023 | 443,415 | 54,987 | 401(k)/NQDC $46,658; life insurance $480; vehicle $7,849 |
| 2024 | 483,180 | 60,358 | 401(k)/NQDC $53,887; life insurance $480; vehicle $5,991 |
Notes:
- Stock ownership guidelines: CEO 5x salary; other NEOs (incl. CFO) 3x salary .
- Clawback policy compliant with Dodd-Frank/NYSE; applies to incentive awards .
- Hedging and pledging prohibited for directors, executive officers, employees; no pledged shares by any director or NEO .
Performance Compensation
Summary Compensation (multi-year)
| Year | Bonus ($) | Stock Awards ($) | Non-Equity Incentive Plan Compensation ($) | Total ($) |
|---|---|---|---|---|
| 2022 | — | 472,214 | 201,033 | 1,165,640 |
| 2023 | 100,000 | 595,640 | 211,816 | 1,405,858 |
| 2024 | — | 707,849 | 372,285 | 1,623,672 |
Note: 2023 discretionary bonus related to Florida City Gas acquisition efforts under the 2015 Cash Plan .
2024 Short-Term (Cash) Incentive Detail
| Item | Value |
|---|---|
| Base Salary (4/1/2024) | $495,000 |
| Target Bonus % of Salary | 55% (Target $272,250) |
| Weighting | 20% Non-financial; 80% Financial (EPS) |
| Financial metric | EPS band centered at $5.35; aligned to public guidance |
| Achievement multipliers | Non-financial achievement range for NEOs 133%–144%; EPS multiplier 127.5% (applied to both components) |
| Actual payout | $372,285 (≈136–139% of target) |
2024 Cash Incentive payout components (company disclosure):
| Component | Payout ($) |
|---|---|
| Non-financial component payout | 94,590 |
| Financial (EPS) component payout | 277,695 |
| Total | 372,285 |
Long-Term (Equity) Incentives
Design and metrics:
- 100% performance-based PSUs over 3-year periods; 2024 changes: Growth in Long-Term Earnings and ROE each 50% weighting; TSR now a +/-20% modifier; ROE must exceed 8% to pay above target .
- Payout scale: 0–200% vs peer group percentiles; TSR modifier bounded to keep maximum ≤200% .
Awards and vesting:
| Performance Period | Target Shares | Threshold (50%) | Maximum (200%) | Notes |
|---|---|---|---|---|
| 2024–2026 | 6,112 | 3,056 | 12,224 | Target grant value $594,000 (120% of salary) at $97.17 ref price |
| 2023–2025 | 4,609 | 2,305 | 9,218 | — |
| 2022–2024 (actual) | 3,818 target; paid 4,330 | — | — | Achieved 200% Growth; 124% ROE; 0% TSR; total ~113% of target; 4,330 shares vested 2/26/2025 ($548,091 at $126.58) |
Outstanding (unearned) PSUs and value at 12/31/2024:
| Unearned Shares | Value ($ at $121.35) |
|---|---|
| 21,442 | 2,601,987 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 109,303 common shares as of 3/10/2025 |
| Shares outstanding (for context) | 23,011,966 as of 3/10/2025 |
| Ownership % (computed) | ≈0.47% (=109,303/23,011,966) |
| Unvested performance awards | 21,442 unearned PSUs (max at 200% for 2023–2025 and 2024–2026 cycles) |
| Pledging/hedging | Pledging and hedging prohibited; no pledged shares by directors/NEOs |
| Stock ownership guideline | 3x base salary for NEOs (CEO 5x) |
| NQDC balances (2024) | Executive deferrals $390,315; company contributions $28,770; aggregate earnings $779,426; withdrawals $(12,897); year-end balance $5,281,437 |
Employment Terms
| Provision | Terms |
|---|---|
| Employment agreement | Evergreen 1-year auto-renewal unless notice; amended Oct 2, 2023 for clawback rule alignment |
| Clawback | Repayment if results materially inaccurate; unlimited recovery if misconduct; 3-year recovery window otherwise; recovery right ends on change-in-control unless asserted |
| Non-compete / non-solicit | 1 year post-termination (15 months if resignation for good reason after change-in-control) |
| Severance (without cause) | 1x then-current annual base salary (payable monthly over 12 months) plus continued medical/dental/vision benefits during severance period |
| Change-in-Control (double-trigger) | Lump sum: 2x current monthly base pay (24x monthly), plus 2x average bonus of prior 3 years; continued benefits; PSUs vest at target; Section 280G cutback vs pay-through decision to optimize net |
| CIC payout illustration (12/31/2024) | Base salary $990,000; cash incentive $465,653; healthcare/insurance $52,976; unearned equity at target $1,300,993; total gross $2,809,622; net payable $1,830,469 |
| Tax gross-ups | Company does not provide excise tax gross-up protections |
Compensation Structure Analysis
- Mix and leverage: For 2024, target cash incentive = 55% of salary; target LTI = 120% of salary in PSUs; majority of total direct compensation is at risk and equity-heavy .
- Metric rigor and alignment: 2024 STI financial target tied to EPS guidance band ($5.35 center); resulted in ~136–139% of target payout; non-financial goals emphasized Company imperatives; EPS multiplier 127.5% applied to components . LTI focuses on capital-driven growth (capex/capitalization), ROE vs peers with 8% absolute threshold, and TSR as a modifier, which paid zero for 2022–2024 cycle (downside sensitivity) .
- Governance protections: Robust clawback, no hedging/pledging, no excise tax gross-ups, stock ownership guidelines, capped plan payouts (200% max) .
Performance & Track Record
| Metric | 2024 | Prior |
|---|---|---|
| GAAP Net Income ($M) | 118.6 | 87.2 (2023) |
| GAAP EPS (diluted) | 5.26 | 4.73 (2023) |
| Adjusted EPS (non-GAAP) | 5.39 | 5.31 (2023) |
| 2024 TSR | 17% (top quartile) | — |
| 5-year EPS CAGR | 6.4% | — |
| 5-year Dividend CAGR | 9.6% | — |
Context: 2024 outcomes driven by Florida City Gas (FCG) contribution, regulatory programs (GUARD/SAFE/SPP), organic growth, and pipeline expansions; company reaffirmed 2025 and 2028 EPS guidance and 2025 capex $325–$375M within a 2024–2028 capex plan of $1.5–$1.8B .
Investment Implications
- Pay-for-performance alignment: CFO compensation is predominantly variable (55% target STI; 120% target LTI in PSUs). 2024 STI paid ~136–139% due to EPS/outperformance; 2022–2024 PSUs paid ~113% with zero TSR tranche—demonstrates downside linkage to relative returns .
- Retention and overhang: Moderate severance (1x salary) and CIC (2x salary + 2x bonus) are within utility norms; PSUs vest at target on CIC termination. Outstanding unearned PSUs (21,442) represent future equity overhang but are performance-contingent .
- Alignment and risk controls: Significant direct share ownership (109,303 shares), sizable deferred comp balance ($5.28M), strict anti-hedging/pledging, and ownership guidelines foster alignment; robust clawback mitigates risk .
- Execution capability: Tenured CFO through transformational FCG acquisition and active regulatory/capex agenda; 2024 net income +36% YoY and top-quartile TSR support continued confidence, with EPS growth anchored to capital deployment and allowed ROEs .