Kevin J. Webber
CHESAPEAKE UTILITIESAbout Kevin J. Webber
Kevin J. Webber is Chief Development Officer (since Jan 2022) and Senior Vice President (since Feb 2019) at Chesapeake Utilities Corporation (CPK). He previously served as President of Florida Public Utilities (FPU) in 2019 and led Florida gas operations and business development from 2010 to 2019 . In 2024, CPK delivered adjusted EPS of $5.39 and adjusted net income of $121.5 million, with top‑quartile total shareholder return of 17% for the year, supported by pipeline expansions, regulatory programs, and the Florida City Gas acquisition integration . Stock ownership for executive officers is governed by a 5x salary requirement for the CEO and 3x for other NEOs, with hedging and pledging prohibited .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Chesapeake Utilities (CPK) | Chief Development Officer | 2022–present | Company expanded pipeline capacity (Peninsula Pipeline, Eastern Shore), progressed RNG projects, and executed capital programs during this period . |
| Chesapeake Utilities (FPU subsidiary) | President | Feb–Dec 2019 | Leadership of Florida operations as company pursued rate consolidation and capital programs in FL . |
| Chesapeake Utilities (FL Business Units) | VP Gas Ops & Business Development | 2010–2019 | Led operations and development across FL natural gas distribution . |
| Chesapeake Utilities (CPK) | Senior Vice President | Feb 2019–present | Senior executive roles coinciding with FCG acquisition integration and major growth initiatives . |
External Roles
Not disclosed in company filings reviewed.
Fixed Compensation
Multi-year summary for Named Executive Officer (NEO) Kevin J. Webber:
| Year | Base Salary ($) | All Other Compensation ($) | Notes |
|---|---|---|---|
| 2024 | 349,510 | 41,012 | Includes 401(k)/NQDC match and supplemental contributions $40,005, life insurance premium $480, vehicle allowance $527, and dividends tied to performance shares granted in 2022 row (paid in 2025) $12,880 . |
| 2023 | 335,780 | 35,293 | Includes life insurance $480, vehicle allowance $825, and dividends tied to 2019–2021 awards (paid in 2024) $15,067 . |
| 2022 | 322,000 | 61,287 | Includes life insurance $480, vehicle allowance $1,741, and dividends tied to prior performance awards $15,067 . |
Performance Compensation
Annual Cash Incentive (2024)
| Item | Detail |
|---|---|
| Base salary at 4/1/2024 | $353,000 |
| Target opportunity | 50% of base ($176,500) |
| Financial vs non-financial weighting | 80% Financial, 20% Non-financial |
| Financial metric | EPS band centered on $5.35; target/max aligned to guidance |
| Non-financial goals | 80% aligned to Safety, Team, Service, Improve, Grow; 20% values-driven culture |
| Actual payout | $240,228 (Non-financial $60,198; Financial $180,030) ≈ 136% of target |
Long-Term Equity Incentives
Structure and metrics:
- Weighting: 35% Growth in Long-Term Earnings (capex/total capitalization vs peers), 35% ROE (against thresholds and peer rank), 30% TSR vs peer group; TSR modifier ±20% applies (additive only if TSR positive) .
- 2024–2026 grant: 75% of base salary; target shares 2,724 (threshold 1,362; max 5,448). Grant-date pricing assumptions: $97.17 average closing price; fair values $105.21 (performance components) and $106.03 (TSR via Monte Carlo) .
- 2023–2025 grant: target 2,035 shares (threshold 1,018; max 4,070) .
- 2022–2024 outcome: payout 1,911 shares (≈113% of target); component results: Growth 200%, ROE 124%, TSR 0%; value realized on vesting (Feb 26, 2025) $241,894 .
| Performance Period | Target Shares | Threshold | Maximum | Actual Payout | Component Outcomes | Vest/Value |
|---|---|---|---|---|---|---|
| 2024–2026 | 2,724 | 1,362 | 5,448 | — | TSR modifier ±20%; metrics as above | — |
| 2023–2025 | 2,035 | 1,018 | 4,070 | — | TSR/Growth/ROE per plan | — |
| 2022–2024 | 1,686 | 843 | 3,372 | 1,911 | Growth 200%; ROE 124%; TSR 0% | 2/26/2025; $241,894 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (3/10/2025) | 11,710 shares; less than 1% of class |
| Unvested performance shares (12/31/2024) | 9,518 unearned shares; payout value $1,155,009 at period-end price |
| Stock ownership guidelines | 3x base salary for NEOs; CEO 5x; once met, maintained irrespective of price/base changes |
| Hedging/pledging | Prohibited for directors, officers, employees and related persons |
| NQDC participation (2024) | Deferrals $125,234; Company contributions $14,985; earnings $189,977; balance $2,206,292; cumulative amounts tied to previously reported compensation noted |
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment agreement | Annual auto-renewal absent 90–30 days’ notice; aligned to clawback rules 17 C.F.R. §240.10D and NYSE §303A.14 |
| Severance (without cause) | One year of monthly base compensation and health benefits; estimated as of 12/31/2024: $353,000 for Webber |
| Change-in-control (double trigger) | Lump sum: 24x monthly base comp; 2x average annual cash incentive (3x for CEO); vesting of all unearned performance shares at target; continued health benefits |
| Estimated CoC payout (12/31/2024) | Base $706,000; cash incentive $284,813; benefits $37,584; unearned equity $577,505; gross $1,605,902; net payable $1,001,762 |
| Clawback policy | Dodd-Frank and NYSE-compliant incentive recovery for materially inaccurate results |
| Tax gross-ups | Company does not provide excise tax gross-up protections |
Compensation Structure
| Year | Salary ($) | Stock Awards ($) | Cash Incentive ($) | Discretionary Bonus ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 349,510 | 315,475 | 240,228 | — | 946,225 |
| 2023 | 335,780 | 262,991 | 130,709 | 100,000 (FCG acquisition efforts) | 864,773 |
| 2022 | 322,000 | 208,526 | 123,043 | — | 714,856 |
Observations:
- Pay mix emphasizes at-risk compensation through performance shares and annual incentive linked to EPS and operational goals .
- 2023 included one-time discretionary cash bonus tied to Florida City Gas acquisition efforts; 2024 returned to programmatic incentives with higher equity value and higher cash payout versus target .
Investment Implications
- Alignment: Significant unvested performance equity (9,518 shares) and ownership stake, with hedging/pledging prohibited and stock ownership guidelines (3x salary) promote long-term alignment; TSR modifier constrains windfalls and penalizes underperformance .
- Vesting cadence: Completed 2022–2024 cycle (1,911 shares vested) and substantial outstanding grants for 2023–2025 & 2024–2026 suggest future vesting events; TSR outcomes have been mixed historically (0% TSR payout for 2022–2024), tying realized value to market-relative performance .
- Retention and CoC economics: Standard one-year severance; change-in-control payouts (~$1.6M gross; ~$1.0M net) and immediate vesting at target create retention and transaction clarity but are moderate versus industry norms given double-trigger protection and no tax gross-ups .
- Performance linkage: Cash incentive tied to EPS guidance rigor (2024 band centered $5.35) and operational imperatives; equity tied to capex intensity, ROE, and TSR versus peers. CPK’s 2024 top‑quartile TSR, adjusted EPS $5.39, and programmatic growth (GUARD/SAFE/SPP, pipeline projects, RNG) indicate credible pay-for-performance alignment .
No pledging, active clawback, and majority at-risk pay reduce governance red flags; watch TSR component sensitivity in current cycles and the balance between capex-driven growth metrics and shareholder returns .
Sources
- Executive roles and background:
- Company performance, TSR and EPS:
- Ownership policies and hedging/pledging:
- Compensation program design:
- Cash incentive details (2024):
- Equity awards (targets, thresholds, outcomes):
- Security ownership (shares, %):
- NQDC participation:
- Employment agreements, severance, change-in-control:
- All other compensation components:
- Multi-year compensation totals: