Lila A. Jaber
CHESAPEAKE UTILITIESAbout Lila A. Jaber
Lila A. Jaber, age 58, is an independent director of Chesapeake Utilities Corporation (CPK), serving since 2020. She is Owner and President of Jaber Group Inc. and a managing member of Maclay Investments, L.L.C.; previously, she retired in 2019 as Regional Managing Shareholder at Gunster Yoakley & Stewart, leading a statewide regulatory and legislative government affairs practice. She served two terms as both Commissioner and Chair of the Florida Public Service Commission (1995–2005), with deep expertise in energy, natural gas, water, and telecommunications regulation. At CPK, she is a member of the Corporate Governance Committee and the Investment Committee, and is a nominee for re‑election at the 2025 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Florida Public Service Commission | Commissioner and Chair | 1995–2005 | Oversaw economic regulatory policy and procedures across energy, natural gas, water, telecom |
| Gunster Yoakley & Stewart | Regional Managing Shareholder; leader, statewide regulatory & legislative government affairs practice | Retired 2019 | Led regulatory/government affairs practice statewide |
| Jaber Group Inc. | Owner & President | Current | Consulting on business, regulatory, and economic development issues |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Corix Group of Companies (privately held) | Director; HR Committee Member | 2020–Apr 2024 | Oversight of HR; board service concluded Apr 2024 |
| Stetson University | Trustee; Chair, Committee on Trusteeship | Current | Governance and trusteeship leadership |
| Florida Women in Energy Leadership Forum | Architect/Founder | Ongoing | Thought leadership; Women in Energy Leadership |
| Leadership Florida | Chair of General Counsel (prior) | Prior service | Advisory/governance role |
| Florida Civic Advance | Advisory Board Member; Vice-Chair (prior) | Prior service | Civic engagement |
| Big Bend Minority Chamber of Commerce | Founding Member; Vice-Chair (prior) | Prior service | Community/economic development |
| City of Tallahassee Independent Ethics Board | Inaugural Chair (prior) | Prior service | Ethics oversight |
Board Governance
- Independence: The Board determined on Feb 26, 2025 that eight of nine directors (89%) are independent under NYSE standards; Jaber is independent .
- Committees: Corporate Governance Committee (members: Dennis S. Hudson, III—Chair; Lisa G. Bisaccia; Lila A. Jaber; Paul L. Maddock, Jr.) held 5 meetings in 2024; responsibilities include director and committee evaluation, board composition and succession, governmental affairs, sustainability, and governance documents .
- Investment Committee: Jaber is a member; the Committee is chaired by CEO Jeffry M. Householder (employee, receives no additional director compensation) .
- Attendance: The Board held five meetings in 2024; all then‑serving directors attended the 2024 Virtual Annual Meeting; each incumbent director actively participated in 75% or more of Board and respective committee meetings in 2024 .
- Election: Jaber is nominated for re‑election at the 2025 Annual Meeting (Proposal 1) .
- Executive sessions: Non‑management director sessions are presided over by the Chair or, if not independent, by the Lead Independent Director or the Corporate Governance Committee Chair per guidelines .
Fixed Compensation
- Structure changes approved May 2024: Board equity retainer increased to $110,000 (from $95,000); committee member cash retainers increased to $7,500 (from $6,000); chair retainers increased (Audit $20,000 from $16,000; Compensation and Corporate Governance $17,500 from $14,000). Board member cash retainer remains $80,000; Lead Director cash retainer $25,000 .
- No meeting fees for Board or committees; committee retainers paid per committee served .
| Component | 2024 Amount | 2023 Amount | Notes |
|---|---|---|---|
| Board Cash Retainer | $80,000 | $80,000 | No meeting fees |
| Lead Independent Director Cash Retainer | $25,000 | $25,000 | N/A |
| Board Equity Retainer | $110,000 | $95,000 | Shares; fractional shares paid in cash |
| Committee Member Cash Retainer (per committee) | $7,500 | $6,000 | No meeting fees |
| Audit Committee Chair Cash Retainer | $20,000 | $16,000 | N/A |
| Compensation Committee Chair Cash Retainer | $17,500 | $14,000 | N/A |
| Corporate Governance Committee Chair Cash Retainer | $17,500 | $14,000 | N/A |
| Investment Committee Chair Cash Retainer | — | $10,000 | Chair is CEO (employee), no director compensation |
| 2024 Director Compensation (Board service from 2024 AGM to 2025 AGM) | Fees Earned or Paid in Cash | Stock Awards | Total |
|---|---|---|---|
| Lila A. Jaber | $95,023 | $109,977 | $205,000 |
Performance Compensation
- Equity award mechanics: On May 8, 2024, non‑employee directors received stock awards valued at $109,977, corresponding to 995 shares at $110.53 (closing price); awards are fully vested and not subject to forfeiture. No option awards or non‑equity incentive compensation for directors; dividends on deferred stock units (if elected under NQDC) mirror common stock dividends .
- Deferred compensation: Directors may defer Board/Committee cash retainers and/or stock retainers under the NQDC; deferrals settled in common stock for DSUs; no preferential earnings; in 2024, Bisaccia deferred both cash and stock; no deferral for Jaber is disclosed .
| Equity Award Detail (Grant date: May 8, 2024) | Shares | Price/Share | Grant Date Fair Value | Vesting |
|---|---|---|---|---|
| Annual Director Stock Award | 995 | $110.53 | $109,977 | Fully vested (not subject to forfeiture) |
Note: No performance metrics (e.g., TSR, EBITDA) are attached to director equity awards; these are annual retainer grants without performance conditions .
Other Directorships & Interlocks
| Company/Institution | Public/Private | Role | Overlap/Interlock |
|---|---|---|---|
| Corix Group of Companies | Private | Director; HR Committee Member (2020–Apr 2024) | Utility sector exposure; no disclosed related‑party transactions with CPK |
| Stetson University | Non‑profit | Trustee; Chair Committee on Trusteeship | Governance leadership |
| Leadership Florida | Non‑profit | Chair of General Counsel (prior) | Civic leadership |
| Florida Civic Advance | Non‑profit | Advisory Board; Vice-Chair (prior) | Community engagement |
| Big Bend Minority Chamber of Commerce | Non‑profit | Founding Member; Vice-Chair (prior) | Community/economic development |
| City of Tallahassee Independent Ethics Board | Government | Inaugural Chair (prior) | Ethics oversight |
Expertise & Qualifications
- Strategy, governance, ethics, and government affairs; founder of Florida’s Women in Energy Leadership Forum; recognized among Florida Trend’s 500 Influential Leaders (Energy) .
- Extensive energy industry and regulatory policy knowledge with in‑depth Florida market expertise .
- Corporate Governance Committee member (governance, sustainability, board refreshment) and Investment Committee member .
Equity Ownership
- Beneficial ownership: 4,900 shares; less than 1% of outstanding shares of common stock as of March 10, 2025 .
- Pledging/Hedging: Company policy prohibits hedging and pledging by directors, officers, employees, and related persons; no shares pledged by any director or NEO .
- Stock ownership guidelines for directors: Required to own shares with market value ≥ five times the annual cash retainer in effect on Feb 24, 2017; compliance within five years of initial appointment/election or Dec 6, 2017, whichever later; all non‑employee directors either exceed the requirement or are within the Ownership Period .
| Ownership Metric (as of Mar 10, 2025) | Value |
|---|---|
| Total shares beneficially owned | 4,900 |
| % of class | <1% |
| Shares pledged | None (prohibited; none pledged by any director/NEO) |
| Hedging policy | Hedging prohibited for directors, officers, employees |
| Director ownership guideline | ≥ 5x annual cash retainer (2017 baseline); compliance within defined Ownership Period |
| Compliance status | All non‑employee directors exceed or are within Ownership Period (company statement) |
Governance Assessment
- Board effectiveness: Jaber strengthens regulatory and governance oversight with Florida PSC chair experience; contributes to Corporate Governance and Investment Committees’ mandates (sustainability, governmental affairs, board succession) .
- Independence & engagement: Confirmed independent; Board held five meetings in 2024; incumbents met ≥75% participation threshold; attended 2024 annual meeting—supportive of engagement standards .
- Compensation alignment: Standard director mix—$80k cash retainer plus committee retainers; annual equity grant fully vested at grant; no performance conditions. Equity retainer increased in 2024 to $110k, enhancing equity alignment but with no at‑risk metrics; no options or meeting fees; NQDC available without preferential earnings .
- Conflicts/related party: Company reported no related‑party transactions >$120,000 during Jan 1, 2024–Mar 10, 2025; anti‑hedging/pledging policies in force; no pledges by directors/NEOs. Jaber’s consulting firm and investment entity are disclosed, but no transactions with CPK were reported—low conflict risk signal .
- Signals: Nomination for 2025 re‑election indicates Board support; committee service on governance and investment suggests influence on governance and capital deployment oversight .
RED FLAGS
- None disclosed: No related‑party transactions; no hedging/pledging; no Section 16 delinquency for Jaber noted; director equity awards lack performance metrics, but this is standard for director compensation rather than a misalignment red flag .
Overall, Jaber’s regulatory expertise and governance roles support Board oversight quality with low conflict risk; compensation structure is conventional for directors, with increased equity retainer in 2024 and no pay‑for‑performance features typical of board compensation .