Clarence B. Flowers, Jr.
About Clarence B. Flowers, Jr.
Independent non-executive director of Consolidated Water Co. Ltd. since 1991 (approx. 34 years of service as of 2025); age 69. Flowers is a Cayman Islands real estate developer, principal of Orchid Development Company since 1985, with over 40 years’ experience in construction/development. He also serves as a director of C.L. Flowers & Sons (largest wall systems manufacturer in the Cayman Islands) and Cayman National Bank (retail bank). Core credentials: deep construction/real estate operating background and long-standing Cayman business network.
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Orchid Development Company | Principal | 1985–present | Real estate development leadership in Cayman Islands |
| C.L. Flowers & Sons | Director | Not disclosed | Largest wall systems manufacturer in Cayman Islands |
| Cayman National Bank | Director | Not disclosed | Retail banking oversight exposure |
Board Governance
- Independence: Board determined all nominees other than the CEO are independent under NASDAQ rules; Flowers is independent.
- Board leadership: Independent Chair (Wilmer F. Pergande).
- Attendance: Each director attended at least 75% of Board and committee meetings in 2024; Board held 4 meetings in 2024.
- Committees (2024 composition):
- Compensation Committee member (Committee met 3 times in 2024).
- Environmental and Social Governance Committee member (Committee met 2 times in 2024).
- Not on Audit (4 meetings) or Nominations and Corporate Governance (3 meetings).
| Committee | Role | 2024 Meetings |
|---|---|---|
| Compensation | Member | 3 |
| Audit | Not a member | 4 |
| Nominations & Corporate Governance | Not a member | 3 |
| Environmental & Social Governance | Member | 2 |
Additional governance controls
- Hedging/pledging: Company prohibits directors/officers from hedging or pledging company stock; insider trading policy also bars derivatives/short sales.
- Compensation consultant independence (relevant to Flowers’ Compensation Committee work): FW Cook engaged for 2024; provided no other services; Committee determined no conflicts.
- Say-on-Pay support: 88% approval at 2024 AGM, indicating shareholder support for compensation design overseen by the Compensation Committee.
Fixed Compensation (Non-Employee Director; 2024)
Director compensation consists of cash retainers and equity retainer shares per Board policy.
| Component | Amount (USD) | Source/Notes |
|---|---|---|
| Base cash retainer | $33,000 | Non-exec director cash retainer policy |
| Compensation Committee member cash retainer | $3,300 | Committee member cash retainer |
| Environmental & Social Governance Committee member cash retainer | $4,400 | Committee member cash retainer |
| Total Cash Earned (reported) | $40,700 | Flowers’ 2024 director compensation table |
| Base equity retainer (Ordinary Shares) | $33,150 | Non-exec director equity retainer policy |
| Compensation Committee member equity retainer | $5,835 | Committee member equity retainer |
| Environmental & Social Governance Committee member equity retainer | $7,780 | Committee member equity retainer |
| Total Stock Awards (reported) | $46,765 | Flowers’ 2024 director compensation table |
| Total 2024 Director Compensation | $87,465 | Flowers’ 2024 totals |
Notes
- Equity retainer share count is determined by dividing equity retainer dollars by the prevailing market price on October 1 of the prior year.
- Director compensation increased 6% for 2025 (policy-level change).
- Company discloses that >40% of director compensation is comprised of company stock, supporting alignment.
Performance Compensation
Directors do not receive performance-based incentive pay. Equity compensation is a fixed-value annual share grant determined by policy; no financial or ESG performance metrics apply to director compensation.
| Performance Metric(s) for Directors | Status |
|---|---|
| Financial/ESG targets tied to director pay | None disclosed; director equity is fixed-value annual grant; number of shares set by price-based formula. |
Other Directorships & Interlocks
| Company | Public/Private | Role | Committee Roles |
|---|---|---|---|
| C.L. Flowers & Sons | Private (manufacturer) | Director | Not disclosed |
| Cayman National Bank | Not disclosed by CWCO (retail bank) | Director | Not disclosed |
| Other public company boards | — | None disclosed | — |
Expertise & Qualifications
- 40+ years in construction and real estate development in the Cayman Islands; principal at Orchid Development Company since 1985.
- Governance/industry network: director roles at a major local manufacturer (C.L. Flowers & Sons) and a retail bank (Cayman National Bank), potentially enhancing local market and financing insights.
Equity Ownership
| Ownership Detail | Amount | % of Class | Notes |
|---|---|---|---|
| Ordinary Shares beneficially owned | 302,105 | 1.90% | As of record date March 28, 2025 |
| Of which, held by an estate (beneficial interest) | 300,476 | — | Shares held by an estate of which Flowers is a beneficiary |
Policy safeguards
- Hedging and pledging of company stock are prohibited for directors and officers.
Governance Assessment
Signals supporting investor confidence
- Independence and committee service: Independent director serving on Compensation and ESG committees; Compensation Committee members are all independent under NASDAQ rules.
- Engagement: At least 75% attendance of Board/committee meetings; Board met quarterly in 2024.
- Ownership alignment: 1.90% beneficial ownership, with a substantial holding via an estate of which he is a beneficiary; director pay mix includes a majority equity component in 2024 ($46.8k stock vs. $40.7k cash).
- Pay governance: Say-on-Pay received 88% support in 2024; compensation consultant (FW Cook) deemed independent; company maintains a Dodd-Frank–compliant clawback (recoupment) policy for executives.
Potential risk indicators to monitor
- Tenure: Very long service (since 1991); while experience is valuable, some investors assess very long tenure as a potential independence consideration. Fact: service since 1991.
- External roles: Directorship at a retail bank and leadership in construction/manufacturing ecosystem in Cayman Islands create potential related-party exposure in principle; however, CWCO discloses a policy prohibiting related-party transactions absent Audit Committee approval, and no related-person transactions are disclosed for 2024.
- Policy enforcement: Hedging/pledging prohibited for directors/officers; Section 16(a) compliance note in 2024 identified one late Form 4 for another director (Pergande); no delinquency identified for Flowers.