Carson K. Ebanks

About Carson K. Ebanks

Carson K. Ebanks, age 69, has served on CWCO’s board since May 2001 as the Cayman Islands government‑nominated director. He was Director of Planning for the Cayman Islands (1991–1997) and later a Chief Officer for the Cayman Islands Government, retiring in November 2011 from the Ministry of Finance, Tourism and Development; he holds a Bachelor of Environmental Studies from the University of Waterloo and an MA in Community and Regional Planning from the University of British Columbia, and is a Justice of the Peace, a Fellow of the Royal Geographic Society, and a Member of the Most Excellent Order of the British Empire . The Board has determined he is an “independent director” under NASDAQ rules .

Past Roles

External Roles

Board Governance

• Independence: Board determined all non‑employee directors, including Mr. Ebanks, are independent under NASDAQ rules .
• Attendance: Each director attended at least 75% of Board and applicable committee meetings in 2024 .
• Committee assignments and chairs (2024):
  • Compensation Committee: Member; Committee met 3 times; Chair Raymond Whittaker .
  • Nominations & Corporate Governance Committee: Member; Committee met 3 times; Chair Linda Beidler‑D’Aguilar .
  • Audit Committee: Not a member; Committee met 4 times; Chair Leonard J. Sokolow; all members independent; Sokolow designated “audit committee financial expert” .
  • Environmental & Social Governance Committee: Not a member; Committee met 2 times; Chair Frederick W. McTaggart .
• Policies: Insider trading policy prohibits hedging and short positions; directors may use 10b5‑1 plans . Governance highlights state company stock may not be hedged or pledged by directors or officers .
• Compensation Committee interlocks: No member is or has been an officer or employee of the Company or subsidiaries .
• Board leadership: Independent Board Chairman .

Committee Assignment Summary (Mr. Ebanks)

Fixed Compensation

• Policy detail (non‑executive directors; as disclosed): Annual cash retainer $33,000; annual equity retainer $33,150; Compensation Committee member/chair cash $3,300/$5,550; equity $5,835/$7,485; Audit member/chair cash $4,400/$7,400; equity $7,780/$9,980; Nominating member/chair cash $2,200/$3,700; equity $3,890/$4,990; ESG member/chair cash $4,400/$7,400; equity $7,780/$9,980; shares calculated using Oct 1 prior‑year market price . Board determined a 6% increase to director compensation for 2025 .

Performance Compensation

• Structure: Director equity compensation is an annual equity retainer in Ordinary Shares with grant‑date fair value amounts; number of shares based on market price; no performance metrics disclosed for director awards .
• Hedging/pledging: Prohibited for directors by policy .
• Clawbacks: Policy applies to executive incentive awards (executive program disclosure), not to director retainers .

Equity Ownership

Expertise & Qualifications

• Selected for the Board due to knowledge of government affairs, extensive contacts within the Cayman Islands government, and experience in the water industry .
• Academic credentials in urban/community planning; senior leadership roles across Cayman public sector entities relevant to infrastructure and utilities .

Say‑On‑Pay & Shareholder Signals

• Governance highlights: More than 40% of director compensation is comprised of Company stock; independent Board chair; clawback policy; prohibition on hedging/pledging .

Related Party Transactions & Compliance

• Related party transactions policy: Prohibited unless Audit Committee determines in advance they are in the Company’s best interests; threshold >$120,000; covers directors, 5% holders, and immediate family .
• Section 16 compliance: Apart from one late Form 4 by another director (Pergande), officers, directors, and significant shareholders timely filed during 2024; no issues noted for Mr. Ebanks .

Governance Assessment

• Independence and tenure: Long‑tenured, NASDAQ‑independent director with deep Cayman public sector experience and government nomination, providing valuable government affairs expertise and local stakeholder connectivity .
• Committee effectiveness: Active on Compensation and Nominating committees; committee activity levels (3 meetings each) suggest regular engagement; Audit and ESG oversight handled by other independent directors and chairs, including an audit committee financial expert .
• Attendance and engagement: Met the ≥75% attendance threshold, mitigating absenteeism risk .
• Alignment and pay mix: Director compensation incorporates meaningful equity via annual grants and committee equity retainers; policy indicates >40% stock mix for directors, supporting alignment; modest fee levels and no performance linkage (typical for directors) .
• Conflicts and related‑party exposure: Government nomination implies potential perceived influence in jurisdictions where public entities interact with CWCO; however, explicit related‑party transactions involving Mr. Ebanks are not disclosed, and policy requires Audit Committee pre‑approval for any such transactions .
• Risk indicators: Hedging/pledging prohibited; no Section 16 issues reported for Mr. Ebanks; strong Say‑on‑Pay outcomes (88% in 2024; 92% in 2023) indicate investor support for governance and pay practices .

RED FLAGS to monitor:

• Government‑nominated status could present perceived conflict risks in dealings with Cayman public authorities; continued transparency on any related‑party transactions and adherence to Audit Committee pre‑approval policy is important .
• No explicit director stock ownership guidelines disclosed; while pay mix includes equity, absence of published minimum ownership requirements may be viewed as a gap by some investors .