David W. Sasnett
About David W. Sasnett
David W. Sasnett, age 68, has served as Executive Vice President and Chief Financial Officer of Consolidated Water Co. Ltd. since June 2006; he previously served on CWCO’s Board from December 2004 to May 2015 . He is a CPA (inactive) with a B.S. in Accounting from the University of Florida and over 12 years at Deloitte & Touche; prior roles include CFO stints at VoIP Inc. (2005–2006), Catalina Lighting (1996–2002), and VP Finance/Controller at MasTec (2004) . Company performance under current incentive frameworks shows strong alignment: 2024 revenue (excluding pass-through energy charges) was $115,370,773 and net income was $28,237,554, with total shareholder return (TSR) of 177.01 on a $100 initial investment basis in 2024 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| VoIP Inc. (public) | Chief Financial Officer | 2005–2006 | Public-company CFO experience; finance and SEC reporting leadership |
| MasTec, Inc. (NYSE) | VP Finance & Controller | 2004 | Infrastructure sector finance leadership; controller responsibilities |
| Catalina Lighting Inc. (public) | Chief Financial Officer | 1996–2002 | Consumer products CFO; capital markets and operations finance |
| Deloitte & Touche LLP | Audit and consulting | 12+ years | Big Four audit/consulting foundation; CPA credential |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Ominto Inc. (formerly DubLi, Inc.) | Director | 2014–2015 | Public-company directorship |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 399,195 | 419,150 | 427,535 |
| All Other Compensation ($) | 18,600 (car allowance) | 19,200 (car allowance) | 19,800 (car allowance) |
| Total Fixed ($) | 417,795 | 438,350 | 447,335 |
Performance Compensation
Short-Term Incentive Plan (STIP) – Design and Weighting (CFO)
- Weighting: Net Income 45%, Revenue 35%, Gross Profit Margin 10%, Individual 10% .
- Bonus opportunity range (as % of base): Threshold 15%, Target 30%, Maximum 47% .
| Metric | Threshold (% of Target) | Target | Upper (% of Target) | 2024 Actual | % of Target Achieved |
|---|---|---|---|---|---|
| Net Income ($) | 75% | 11,995,397 | 125% | 20,404,010 | 170.10% |
| Revenue ex pass-through ($) | 90% | 104,435,301 | 110% | 115,370,773 | 110.47% |
| Gross Profit Margin (%) | 90% | 29.95% | 110% | 34.06% | 113.72% |
| CFO Payout Metrics | Value |
|---|---|
| Target Bonus ($) | 128,261 |
| Actual Bonus ($) | 193,673 |
| Actual Bonus (% of Base) | 45% |
| Total % of Target Achieved (composite) | 152% |
Long-Term Incentive Plan (LTIP) – Metrics and 2024 Grants
- LTIP metrics and weights (CFO): 3-year cumulative Operating Cash Flow 20%, EPS 40%, Revenue (ex energy pass-through) 40% .
- 2024 grant mechanics: Time-vesting shares vest 1/3 on 12/31/2024, 12/31/2025, 12/31/2026; performance shares earned based on 3-year cumulative performance ending 12/31/2026 .
| CFO LTIP Element | Shares | Vesting/Measurement |
|---|---|---|
| 2024 Time-vesting grant | 1,802 | 1/3 on 12/31/2024, 12/31/2025, 12/31/2026 |
| 2024 Performance grant (target) | 1,802 | Earned based on 3-year metrics through 12/31/2026 |
| Performance shares – threshold/target/max eligibility | 901 / 1,802 / 2,847 | 3-year metrics framework |
Performance realization (company-wide, 2022–2024 cycle):
- Operating cash flows target $41,923,337 vs actual $65,818,099 (157.0%) .
- EPS target $1.37 vs actual $4.10 (300.2%) .
- Revenue ex pass-through target $184,608,289 vs actual $352,211,187 (190.8%) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (Ordinary Shares) | 79,879 shares; <1% of class |
| Shares outstanding (Ordinary) | 15,916,685 |
| Ownership % of outstanding | ~0.50% (79,879 / 15,916,685) |
| Unvested time-vesting shares (12/31/2025) | 1,417 |
| Unvested time-vesting shares (1/2 on 12/31/2025 and 12/31/2026) | 1,201 |
| Performance shares (3-year period ending 12/31/2025) | 4,249 (eligible) |
| Performance shares (3-year period ending 12/31/2026) | 1,802 (eligible) |
| Hedging/pledging policy | Hedging and pledging of Company stock prohibited for directors/officers |
| 10b5-1 trading plans | Permitted under policy to diversify and manage options timing |
Notes:
- Equity awards vesting dates and quantities create scheduled delivery points at year-end 2025 and 2026, potentially increasing sale activity if Rule 10b5-1 plans are in place .
- No stock ownership guideline multiples disclosed; compliance status not stated in the proxy .
Employment Terms
| Term | CFO (Sasnett) |
|---|---|
| Employment agreement term | Renewable annually; extended through Dec 31, 2026 |
| Base salary and incentives | Eligible for base salary and annual/long-term incentives per plan; individual goals set by CEO |
| Severance – non-renewal | Lump sum equal to 12 months base salary if agreement not renewed (aligned to non-compete duration) |
| Termination due to disability | $1,000/year plus family medical insurance for 1 year |
| Change-in-control | Single-trigger right to elect termination and receive lump sum equal to 36 months base salary ; Illustrative amount as of 12/31/2024: $1,282,605 |
| Clawback (recoupment) | Incentive Compensation Recoupment Policy compliant with NASDAQ rules; recovers excess incentive comp within 3 years prior to any restatement |
| Hedging/pledging | Prohibited by Insider Trading Policy |
| Non-compete | Duration implied by severance months (12 months for CFO); geographic/scope not detailed |
Compensation Structure Analysis
- Variable vs fixed mix: CFO compensation in 2024 comprised 56% base salary, 3% benefits/other, 25% annual cash incentives, 17% annual equity incentives—indicating meaningful at-risk pay tied to performance .
- STIP performance rigor: 2024 targets were exceeded on net income (170%), revenue (110%), and gross margin (114%), driving a 45% of base bonus vs 30% target, consistent with disclosed payout curves .
- LTIP emphasis: 50% of target LTIP based on three-year company performance (OCF, EPS, revenue), supporting long-term alignment; company materially exceeded 2022–2024 targets across metrics .
- Governance safeguards: Clawback adoption in 2024, prohibition on hedging/pledging, and annual say-on-pay support of ~88% in 2024 reflect shareholder-aligned program oversight .
Say-on-Pay & Peer Group
- Say-on-Pay approval: ~88% support in 2024; program maintained given strong shareholder endorsement .
- Compensation peer group (2024): 12 companies including Middlesex Water, Energy Recovery, Global Water Resources, York Water, Unitil, etc.; CWCO revenue/market cap near peer median, EBITDA below median, informing benchmarking .
Investment Implications
- Alignment: Strong link between CFO pay and performance—2024 STIP exceeded targets, and LTIP metrics were materially outperformed over 2022–2024—supports pay-for-performance credibility .
- Retention and overhang: Upcoming LTIP time vesting on 12/31/2025 and 12/31/2026 and performance measurement at 12/31/2025 and 12/31/2026 create structured vesting events; while hedging/pledging are prohibited, permitted 10b5-1 plans could lead to orderly sales, modestly increasing insider supply at year-end windows .
- Change-in-control economics: Single-trigger 3x salary CIC for CFO is shareholder-costly relative to many mid-cap utilities/industrial peers and could create incentives under strategic transactions; 2024 illustrative payout $1.28M .
- Ownership: Direct beneficial ownership of ~0.50% is modest, but unearned performance and time-based shares add alignment; no pledging allowed reduces misalignment risk .
- Governance: Clawback policy and strong say-on-pay support mitigate compensation risk; compensation committee independence affirmed .