James F. Moriarty
Executive Vice President, General Counsel, Corporate Secretary and Chief Policy and Risk Officer at 
CHESAPEAKE UTILITIES
CHESAPEAKE UTILITIESExecutive
About James F. Moriarty
James F. Moriarty (age 67) serves as Executive Vice President, General Counsel, Corporate Secretary, and Chief Policy and Risk Officer of Chesapeake Utilities Corporation (CPK). He joined CPK in March 2015 as Vice President, General Counsel & Corporate Secretary; was promoted to Senior Vice President in February 2017; and to Executive Vice President and Chief Policy and Risk Officer in February 2019 . Prior to CPK, he was a partner at Locke Lord LLP and at Fulbright & Jaworski LLP in Washington, D.C. . Company performance during his tenure recently reflects the Florida City Gas acquisition and regulatory wins: 2024 net income rose to $118.6M; Adjusted EPS increased to $5.39; and total operating revenues grew to $787.2M . Five‑year total shareholder return (2019–2024) indexed at 139 vs. 129 for a peer gas utility composite and 197 for the S&P 500 .
Company performance context (selected):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Total Operating Revenues ($M) | 680.7 | 670.6 | 787.2 |
| Net Income (GAAP) ($M) | 89.8 | 87.2 | 118.6 |
| Adjusted EPS (Non‑GAAP) ($) | 5.04 | 5.31 | 5.39 |
| 5‑yr Cumulative TSR Index (Base=2019=$100) | — | — | 139 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Chesapeake Utilities (CPK) | Executive Vice President; Chief Policy & Risk Officer | Feb 2019–present | Leads enterprise policy/risk; executive leadership during FCG acquisition/regulatory agenda . |
| Chesapeake Utilities (CPK) | Senior Vice President | Feb 2017–Feb 2019 | Expanded legal/corporate scope ahead of EVP role . |
| Chesapeake Utilities (CPK) | Vice President, General Counsel & Corporate Secretary | Mar 2015–Feb 2017 | Established in‑house legal/corporate governance function . |
| Locke Lord LLP; Fulbright & Jaworski LLP | Partner (Washington, D.C.) | Pre‑2015 | Regulatory/legal expertise relevant to energy utilities and governance . |
Fixed Compensation
Multi‑year summary (NEO SCT values):
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Non‑Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 461,430 | — | 666,388 | 348,023 | 27,403 | 1,503,244 |
| 2023 | 443,415 | 85,000 | 595,640 | 212,667 | 27,970 | 1,364,692 |
| 2022 | 425,375 | — | 472,214 | 201,033 | 75,414 | 1,174,036 |
Cash incentive design and outcomes:
-
Target cash incentive opportunity as % of base salary:
- 2024: 55% on base salary at 4/1/2024 ($466,000)
- 2023: 55% on base salary at 4/1/2023 ($447,720)
- 2022: 50% on base salary at 4/1/2022 ($430,500)
-
2024 payout mix and actuals:
- Weighting: 80% financial (EPS band centered at $5.35), 20% non‑financial (organizational imperatives)
- Actual payout: $348,023 (Non‑Financial $86,597; Financial $261,426), ~136–139% of target cohort range
-
2023 and 2022 outcomes:
- 2023 EPS target band centered at $5.48; payout $212,667
- 2022 payout $201,033; EPS multiplier 91.35% applied
Other fixed elements (selected 2024 perquisites):
| Category | 2024 Amount ($) |
|---|---|
| Qualified and NQ 401(k) matching/supplemental contributions | 24,992 |
| Term life insurance premium | 480 |
| Vehicle allowance (taxable fringe) | 1,931 |
| Dividends on shares earned for 2022–2024 performance period (paid in 2025; reflected in 2022 grant year) | 29,184 |
Notes:
- 2017 time‑vested cash retention award of $305,000 (vested $152,500 in Feb 2018 and $152,500 in Feb 2019) .
- No participation in Pension SERP; defined benefit pension plan terminated; NQDC earnings are not above‑market .
Performance Compensation
Long‑term equity incentives are 100% performance‑based PSUs with three‑year performance periods; awards vest based on performance vs. targets, with caps at 200% of target and dividend equivalents paid in proportion to shares earned .
2024–2026 PSU grant (made 2/20/2024):
| Element | Detail |
|---|---|
| Grant date | Feb 20, 2024 |
| Threshold/Target/Max shares | 2,877 / 5,754 / 11,508 |
| Grant date fair value | $666,388 |
| Metrics and weighting | Growth in Long‑term Earnings; ROE; TSR modifier of +/‑20% to total achievement |
| Vesting schedule | Earned/vest at end of three‑year period based on performance; three‑year PSU structure affirmed in plan description |
Annual cash incentive metrics (2024):
| Metric | Weight | Target | Result/Payout |
|---|---|---|---|
| EPS (financial) | 80% | Band centered at $5.35 | $261,426 payout |
| Non‑financial goals | 20% | Safety, Team, Service, Improve, Grow; values‑driven culture | $86,597 payout |
| Total | 100% | — | $348,023 |
Historical vesting outcomes (illustrative of realized value):
| Performance Period | Shares Vested | Price at Vest | Value |
|---|---|---|---|
| 2019–2021 PSU | 8,228 (includes transitional awards) | $129.99 | $1,069,558 |
| 2018–2020 PSU | 6,797 | $105.40 | $716,404 |
| 2017–2019 PSU | 4,885 | $94.64 | $462,316 |
Equity Ownership & Alignment
- Beneficial ownership: 30,023 shares as of March 11, 2024 (individual line in 2024 proxy ownership table) . Prior reference point: 21,649 shares as of March 9, 2022 .
- Stock ownership guidelines: CEO at 5x base salary; other NEOs (including Moriarty) at 3x base salary; once achieved, compliance is maintained at the achieved share count .
- Hedging/pledging: Company prohibits hedging and pledging; no holding in margin accounts permitted .
- NQDC: Aggregate balance $1,771,269 at 12/31/2024; 2024 aggregate earnings $245,794; no 2024 deferrals or employer contributions . Prior NQDC balance at 12/31/2022: $1,611,940 .
Employment Terms
- Employment agreement: Initial agreement (June 22, 2016) amended; new agreement executed Dec 16, 2021 with term through Dec 31, 2022 and automatic annual renewals thereafter unless notice given 90–30 days before renewal; amended effective Oct 2, 2023 to align clawback rules with SEC Rule 10D and NYSE Section 303A.14 .
- Severance (no change in control): If terminated without cause or non‑renewed (other than retirement), one year of then‑monthly base compensation plus continuation of health benefits for the severance period; hypothetical as of 12/31/2024: $466,000 .
- Change in control (double‑trigger economics): Employment term extends 2 years upon a CIC; if terminated without cause or for good reason during CIC term, lump sum equals (i) 24× current monthly base salary, (ii) 2× average annual bonus over prior three years, plus (iii) vesting of unearned PSUs at target for open performance cycles; health/insurance benefits continue for remaining term; base may be increased post‑CIC but not decreased .
- Estimated CIC payments (hypothetical 12/31/2024, stock $121.35):
- Base salary component: $932,000
- Cash incentive component: $466,604
- Health/insurance: $34,813
- Unpaid equity (target PSU): $1,257,550
- Total gross severance potential: $2,690,967; net amount payable: $1,669,476 (after 280G cap if applicable) .
- Clawback: Compensation recovery policy in place; 2023 amendments aligned to SEC/NYSE clawback rules; audit oversight pre‑award .
- Tax gross‑ups: Company states it does not provide excise tax gross‑up protections .
Compensation Structure Analysis
- Mix shift and pay‑for‑performance: 2024 SCT shows higher at‑risk pay with stock awards ($666,388) and non‑equity incentive ($348,023) dominating over salary ($461,430) . Long‑term incentives remain 100% performance‑based PSUs with a three‑year horizon .
- Target bonus levels: Increased from 50% (2022) to 55% (2023–2024), aligned to industry medians; payouts tied primarily to EPS bands and individual goals .
- Discretionary bonuses: One‑time discretionary cash awards attributable to Florida City Gas acquisition efforts were paid in 2024 but recorded in 2023 SCT (Moriarty $85,000) .
- Goal rigor changes: EPS target band moved from $5.48 (2023) to $5.35 (2024), reflecting alignment with external guidance ranges and macro/regulatory changes .
- Equity metric stability: PSU metrics continue to emphasize earnings growth and ROE with a TSR modifier (+/‑20%), reinforcing relative performance alignment while capping payouts at 200% .
Risk Indicators & Governance
- Hedging/pledging prohibited; reinforces alignment and limits downside protection behaviors .
- No related‑party transactions disclosed in 2024–2025 proxy periods above $120,000 .
- No pension SERP participation among NEOs; minimizes opaque retirement liabilities .
- Compensation risk controls: caps on incentives (200%), multi‑metric design, Audit Committee review of results, and ownership guidelines .
Performance & Track Record Highlights
- Strategic/regulatory execution: 2024 operating income rose to $228.2M from $150.8M in 2023; Regulated Energy operating income +$70.0M driven by FCG acquisition, infrastructure programs (GUARD/SAFE), rate cases, and organic growth .
- Earnings and EPS: 2024 GAAP net income $118.6M and Adjusted EPS $5.39 (vs. $87.2M and $5.31 in 2023) .
- TSR context: 5‑year indexed TSR of 139 vs. peer gas utility index 129 (S&P 500 at 197) for 2019–2024 period .
Equity Ownership & Vesting Schedules (Detail)
Selected historical vesting events useful for monitoring potential selling pressure windows:
| Date of Award Committee Approval | Performance Period | Shares Vested | Price | Value |
|---|---|---|---|---|
| Feb 22, 2022 | 2019–2021 PSU | 8,228 | $129.99 | $1,069,558 |
| Feb 23, 2021 | 2018–2020 PSU and 2019–2020 Transitional | 6,797 | $105.40 | $716,404 |
| Feb 25, 2020 | 2017–2019 PSU | 4,885 | $94.64 | $462,316 |
Note: Current 2024–2026 PSU and 2023–2025 PSU cycles remain outstanding; unearned awards vest at target upon a change in control .
Employment & Contract Provisions (Summary Table)
| Provision | Normal Termination (w/o Cause) | Change in Control (w/ termination) | Other Notes |
|---|---|---|---|
| Cash severance | 12 months base salary; benefits continuation for severance period | 24× monthly base salary + 2× average prior 3‑yr bonus (CEO 36×/3×) | CIC term auto‑extends 2 years; base may be increased post‑CIC; not decreased |
| Equity | Normal plan terms | All unearned PSUs vest at target for 2024 & 2023 awards | — |
| Estimated total (12/31/2024) | $466,000 (salary component only) | $2,690,967 gross; $1,669,476 net (component details above) | 280G cutback applies |
| Clawback | SEC/NYSE‑aligned (Oct 2, 2023 amendment) | SEC/NYSE‑aligned | — |
External Roles
No external public company directorships are disclosed for Mr. Moriarty in the executive officer bios within the company’s Annual Reports and Proxy Statements reviewed .
Investment Implications
- Alignment and incentive quality: High at‑risk mix with 100% performance‑based PSUs tied to earnings/ROE and a TSR modifier, plus strict anti‑hedging/pledging and ownership guidelines, supports pay‑for‑performance alignment and reduces misalignment risk .
- Retention and change‑in‑control economics: Standard utility‑peer CIC terms (2× salary and 2× bonus plus target PSU vesting) create meaningful value on a transaction, potentially increasing executive retention through uncertainty; 280G cap mitigates gross‑up risk .
- Near‑term selling pressure: Monitor PSU vesting calendars (2023–2025 and 2024–2026 cycles) and any discretionary bonuses linked to M&A/regulatory milestones; prior cycles show material realized values at vesting .
- Execution risk: Company performance improvements are tied to FCG integration and regulatory programs (GUARD/SAFE, rate cases). As Chief Policy & Risk Officer and GC, Moriarty’s roles are central to regulatory strategy; continued delivery on rate outcomes and program execution remains a key driver for incentive realization and stock performance .
Related‑party, hedging/pledging, and pension risks appear low based on policies and disclosures; compensation structure (caps, clawbacks, multi‑metric design) limits risk‑taking while preserving upside for sustained execution .