Douglas R. Vizzini
About Douglas R. Vizzini
Douglas R. Vizzini is Vice President of Finance and Assistant Company Secretary at Consolidated Water. He joined the company in 2007 as Corporate Controller, was appointed Assistant Company Secretary in 2011, and promoted to VP Finance in 2012. He holds a Bachelor of Accounting and an M.S. in Taxation (Florida International University) and is a Florida CPA; prior experience includes 8+ years at Deloitte & Touche and 15+ years as Corporate Controller for public companies. Age 57.
Company performance context during the latest year: 2024 net income was $28.2 million ($1.77 diluted EPS). Company pay-versus-performance disclosures show a 2024 total shareholder return index of 177.01 (hypothetical $100 from 2019), with 2023 at 239.88 following a strong run-up.
Company revenues and EBITDA (USD):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues | $94,104,972 | $180,211,233 | $133,966,633 |
| EBITDA | $15,472,197* | $43,751,193* | $24,778,670* |
*Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Deloitte & Touche LLP | Audit/Consulting roles | 8 years | Built audit, reporting and controls expertise used in SEC reporting and finance leadership. |
| Various public companies | Corporate Controller | 15+ years | Led public-company controllership, driving SEC/reporting rigor and operational finance. |
External Roles
- Company biography lists internal roles; no external public-company directorships disclosed for Vizzini.
Fixed Compensation
Multi-year summary compensation (USD):
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $251,025 | $263,575 | $296,525 |
| Perquisites (car allowance) | $18,600 | $19,200 | $19,800 |
| Stock Awards (grant-date fair value) | $25,103 | $26,358 | $29,653 |
| Non-Equity Incentive (cash bonus) | $55,415 | $79,060 | $100,000 |
| Total Compensation | $350,143 | $388,193 | $445,978 |
Additional fixed/benefit details:
- Car allowance: $1,650/month ($19,800 in 2024; increases $50/month annually).
- Pay mix (2024) for VP Finance: Base 66%, Benefits 4%, Annual Cash Incentive 22%, Annual Equity 7%.
Performance Compensation
Short-term (annual) incentive plan design (2024):
- Bonus opportunity as % of base salary: Threshold 10%; Target 20%; Maximum 31% for VP Finance.
- Metrics and weightings for Vizzini: Net Income 45%, Revenue 35%, Gross Profit Margin 10%, Individual 10%.
- Company targets vs actual (short-term plan base): Net Income target $11,995,397 vs actual $20,404,010 (170.10% of target); Revenue target $104,435,301 vs actual $115,370,773 (110.47%); Gross Margin target 29.95% vs actual 34.06% (113.72%).
2024 outcome for VP Finance:
| Metric | Weight | Target | Actual | % of Target | Contribution to Payout |
|---|---|---|---|---|---|
| Net Income | 45% | $11,995,397 | $20,404,010 | 170.10% | 68% of target |
| Revenue | 35% | $104,435,301 | $115,370,773 | 110.47% | 56% of target |
| Gross Profit Margin | 10% | 29.95% | 34.06% | 113.72% | 18% of target |
| Individual Goals | 10% | N/A | N/A | N/A | 10% of target |
| Total Achievement | — | — | — | — | 152% of target |
Payouts (2024):
- Earned annual cash incentive: $100,000 (34% of base).
- Additional discretionary bonus: $10,449.
Long-term incentives (equity):
- Program structure: 50% time-based RSUs (3-year vesting in equal installments) + 50% performance-based RSUs (3-year cumulative performance on operating cash flow, EPS, and revenue). For 2024, executives share the same measures/weights but different opportunity levels.
- VP Finance 2024 grant: 833 time-based shares granted on Jan 1, 2024 (no performance-based tranche for VP Finance; long-term performance weights for VP Finance shown as 0%). One-third vested on 12/31/2024; remaining vest on 12/31/2025 and 12/31/2026.
- Long-term plan (company-level) 2022–2024 results used for performance share tranches: Operating Cash Flow 157.0% of target; EPS 300.2%; Revenue 190.8%.
Equity Ownership & Alignment
Ownership and overhang:
| Item | Detail |
|---|---|
| Beneficial ownership | 17,496 ordinary shares (as of March 28, 2025). |
| Shares outstanding (ordinary) | 15,916,685 (as of March 28, 2025). |
| Ownership as % of SO | ~0.11% (17,496 / 15,916,685). |
| Unvested equity (as of 12/31/2024) | 593 time-based shares vesting 12/31/2025 (value $15,353); 555 time-based shares vesting 1/2 on 12/31/2025 and 12/31/2026 (value $14,369). |
| Options | None disclosed for executives; outstanding options noted only for four long-serving non-executive employees. |
| Hedging/Pledging | Company policy prohibits hedging and pledging by directors and officers. |
Impending vesting (potential trading supply/tax-withholding events):
- 2025: ~871 shares scheduled to vest (593 + half of 555). 2026: ~278 shares (second half of 555).
Employment Terms
- Employment agreement effective June 28, 2012; VP Finance eligible for base salary, annual and long-term incentives; car allowance ($1,650/month in 2024).
- Prior severance framework (2025 proxy): upon non-renewal, VP Finance entitled to six months of base salary; committee tied severance length to non-compete period.
- 2025 Amendment (Item 5.02, First Amendment of Employment Agreement dated May 27, 2025): Company may terminate at any time with three months’ notice and severance equal to the greater of applicable law or 100% of base salary. Other terms unchanged.
- Change-in-control: CIC severance described for CFO and COO only; no CIC provision disclosed for VP Finance.
- Clawback: Incentive Compensation Recoupment Policy adopted in compliance with NASDAQ rules (applies to cash and equity, 3-year lookback on restatements).
- Insider trading: Formal policy; prohibits trading on MNPI and bans hedging/short sales; 10b5-1 plans permitted.
Compensation Structure Notes (alignment signals)
- Short-term plan ties payouts to company Net Income (45%), Revenue (35%), and Gross Margin (10%), plus individual goals (10%) for VP Finance; 2024 results drove a 152% of target payout and a $100,000 bonus, with an added $10,449 discretionary award.
- Long-term equity for VP Finance is primarily time-based (no 2024 performance-based tranche), reducing performance leverage relative to CEO/CFO/COO.
- Governance and say-on-pay: 2024 say-on-pay approval ≈88%, indicating broad shareholder support for the program; FW Cook engaged for peer benchmarking, with a 12-company peer set spanning similar size/industry.
Investment Implications
- Incentive alignment: VP Finance’s cash bonus is meaningfully tied to company profitability and top-line performance and paid above target in 2024, which aligns with strong company results (NI, revenue, margin beat targets). However, his 2024 long-term package is predominantly time-based, offering less performance leverage than top executives.
- Retention and exit economics: The May 2025 amendment increased certainty of severance (to the greater of law or 100% of base) while allowing termination on three months’ notice. This improves downside protection for the executive but also clarifies the company’s flexibility; no special CIC protection is disclosed for this role.
- Selling pressure watch: Approximately 871 shares are slated to vest in 2025 and ~278 shares in 2026, which may create modest liquidity events (e.g., tax withholding/sales), though hedging/pledging is prohibited and ownership is relatively small vs. shares outstanding (~0.11%).
- Governance backdrop: Strong say-on-pay support (≈88%) and independent peer/comp consulting suggest low governance friction on compensation; company-level long-term metrics (OCF, EPS, revenue) paid well for 2022–2024 performance, indicating an incentive system that rewards multi-year execution, even if the VP Finance grant design uses time-vesting only.