Brian E. Butler
About Brian E. Butler
Brian E. Butler (age 75) is an independent director of Consolidated Water Co. Ltd. (CWCO), serving on the Board since 1983. A full-time resident of the Cayman Islands, he has directed a consortium of property development companies under the Butler name since 1977, specializing in luxury resort projects in the Cayman Islands, Turks & Caicos, and British Columbia, Canada . He was selected for the Board based on more than 55 years of experience as a property developer, his business and financial knowledge, and his Cayman Islands relationships .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Butler consortium of property development companies | Director/Principal | Since 1977 | Led luxury resort projects across Cayman Islands, Turks & Caicos, British Columbia |
External Roles
| Organization | Role | Tenure | Public/Private |
|---|---|---|---|
| Butler consortium of property development companies | Director/Principal | Ongoing | Private (no public company directorships disclosed) |
Board Governance
- Independence: The Board determined all nominees for re‑election (other than CEO Frederick W. McTaggart) are independent under NASDAQ rules; Butler is independent .
- Attendance and meetings: The Board held 4 meetings in 2024; each director attended at least 75% of Board and committee meetings on which they served .
- Board leadership: Independent Chairman (Wilmer F. Pergande); structure intended to enhance independent oversight .
- Risk oversight: Audit Committee oversees cybersecurity/IT risk; quarterly updates reviewed with VP IT and management. Butler sits on the Audit Committee .
| Committee | Membership | Chair? | 2024 Meetings |
|---|---|---|---|
| Compensation | Member (Butler) | No (Chair: Raymond Whittaker) | 3 |
| Audit | Member (Butler) | No (no change disclosed) | 4 |
| Nominations & Corporate Governance | Not a member | Chair: Leonard J. Sokolow | 3 |
| Environmental & Social Governance (ESG) | Member (Butler) | No (Chair: Frederick W. McTaggart) | 2 |
Fixed Compensation
| Year | Cash Fees ($) | Equity Awards ($) | Total ($) | Notes |
|---|---|---|---|---|
| 2024 | 44,482 | 51,755 (fair value at grant) | 96,237 | More than 40% of director compensation is in Company stock (policy) |
| 2025 Policy | See director fee schedule | See director equity retainer schedule | — | Director compensation increased 6% for 2025 |
Director fee structure (policy):
- Annual cash retainer: Chairman $103,000; other non‑executive directors $33,000 .
- Committee cash retainers (members/chairs): Compensation $3,300/$5,550; Audit $4,400/$7,400; Nominations $2,200/$3,700; ESG $4,400/$7,400 .
- Annual equity retainers: Chairman $32,500; directors $33,150; committee members/chairs have additional equity retainers (values disclosed) .
- Equity share counts are determined using October 1 prevailing market price .
Performance Compensation
- No performance-based metrics apply to director compensation; annual equity awards for directors are retainer-based, not tied to TSR or financial targets .
- Clawback policy applies to executive incentive awards (cash/equity) per NASDAQ rules (adopted 2024); not applicable to directors’ retainer equity .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed |
| Prior public company boards | None disclosed |
| Compensation Committee interlocks | None; all members (including Butler) are independent and have never been Company officers/employees |
Expertise & Qualifications
- Property development expertise with decades of project execution in resort real estate across Caribbean and Canada; business/financial acumen; deep local market network in the Cayman Islands .
- Selected for CWCO Board based on industry experience and Cayman Islands relationships .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Brian E. Butler (Director) | 42,164 | <1% (indicates less than 1%) | Address c/o CWCO Cayman HQ |
Policy constraints and alignment:
- Hedging/pledging: Company stock may not be hedged or pledged by directors or officers; insider trading policy prohibits hedging and short sales; Rule 10b5‑1 plans permitted .
- Ownership guidelines: No director stock ownership guidelines disclosed in the proxy; equity is a significant part of director compensation (>40%) .
Governance Assessment
- Effectiveness and engagement: Butler is independent and serves on three key committees (Audit, Compensation, ESG), with committee meeting attendance benchmarks met across 2024 .
- Alignment: 2024 compensation mix for Butler was ~54% equity ($51,755 of $96,237 total), consistent with policy emphasizing stock-based director pay .
- Risk oversight: As Audit Committee member, participates in oversight of financial reporting, internal controls, auditor independence, and cybersecurity risk management .
- Conflicts/related-party: Company maintains a pre‑approval policy for related‑party transactions >$120,000; no Butler-related transactions disclosed. Audit Committee must determine such transactions are in the Company’s best interest .
- RED FLAGS: None disclosed regarding hedging/pledging, related‑party transactions, legal proceedings, or attendance shortfalls for Butler .
- Notable signals: Board approved a 6% increase in director compensation for 2025, which modestly raises guaranteed pay levels but maintains equity components; shareholders supported say‑on‑pay at ~88% approval in 2024, indicating broad acceptance of compensation governance .