Kim Adamson
About Kim Adamson
Appointed as an independent director of Consolidated Water Co. Ltd. effective October 1, 2025; committee assignments were not yet determined at appointment . Adamson is a strategic infrastructure executive with ~30 years in the water industry, including a decade as General Manager of public water utilities; she completed corporate governance training at Columbia Business School and holds an MPA and a BS in Mechanical Engineering . Tenure on CWCO’s board began October 1, 2025; the Chairman of CWCO’s board is an independent director, reinforcing an independent oversight structure .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Public water utilities (U.S.) | General Manager | ~10 years | Operational leadership of utility management |
| Brown and Caldwell | Leadership positions (water industry) | Not disclosed | Private sector water engineering/consulting exposure |
| Kiewit Infrastructure Group | Leadership positions | Not disclosed | Large-scale infrastructure delivery experience |
| Algonquin Power & Utilities Corporation | Leadership positions | Not disclosed | Utility operations and strategy experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Various water-related boards | Board member | Not disclosed | CWCO cites multiple prior board positions without specifics |
| Columbia Business School | Corporate governance training | Completed prior to appointment | Formal governance education |
Board Governance
- Independence: Adamson was appointed as an independent director; CWCO’s Chairman (Wilmer F. Pergande) is also independent, aligning with governance best practices .
- Committees: Compensation, Audit, Nominations & Corporate Governance, and Environmental & Social Governance (ESG) committees exist; Adamson’s committee assignments were not determined at appointment .
- Board activity and attendance: In 2024 the board held four meetings, and each director attended at least 75% of board and committee meetings; Adamson was appointed in Oct 2025, so her attendance is not yet reported .
- Key policies: Hedging and short sales by directors/officers are prohibited; CWCO adopted an Incentive Compensation Recoupment (clawback) policy compliant with NASDAQ rules; related-party transactions over $120k require Audit Committee pre-approval and are otherwise prohibited .
- Cybersecurity oversight: Audit Committee oversees IT/cyber risks with quarterly updates and annual reviews, indicating robust risk governance .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-executive directors) | $33,000 | Chairman receives $103,000 cash retainer |
| Annual equity retainer (non-executive directors) | $33,150 (director); $32,500 (Chairman) | Granted in Ordinary Shares; number determined using Oct 1 price |
| Compensation Committee cash retainer | $3,300 (member); $5,550 (chair) | Equity retainer: $5,835 (member); $7,485 (chair) |
| Audit Committee cash retainer | $4,400 (member); $7,400 (chair) | Equity retainer: $7,780 (member); $9,980 (chair) |
| Nominations & Corporate Governance cash retainer | $2,200 (member); $3,700 (chair) | Equity retainer: $3,890 (member); $4,990 (chair) |
| ESG Committee cash retainer | $4,400 (member); $7,400 (chair) | Equity retainer: $7,780 (member); $9,980 (chair) |
| 2025 update | +6% increase to director compensation levels | Applies to director compensation schedule |
Mix/Alignment: CWCO states more than 40% of director compensation is comprised of stock, enhancing alignment with shareholders .
Performance Compensation
- Directors: No performance-based compensation disclosed for directors; equity retainers are time-based grants under the non-executive director share plan .
- Company performance metrics (context for board oversight of executive pay design):
- Short-term incentive metrics and executive weightings (2024): Net income, revenue (excluding pass-through energy), and gross profit margin; varying weightings by executive .
- Long-term incentive metrics: 3-year cumulative operating cash flow, EPS, and revenue (excluding pass-through energy), with defined threshold/target/maximum outcomes .
| Metric (2024 STIP) | Threshold to Target | Upper to Target | 2024 Target | 2024 Result | Result % to Target |
|---|---|---|---|---|---|
| Net Income | 75% | 125% | $11,995,397 | $20,404,010 | 170.10% |
| Adjusted Revenue | 90% | 110% | $104,435,301 | $115,370,773 | 110.47% |
| Gross Profit Margin | 90% | 110% | 29.95% | 34.06% | 113.72% |
Note: These metrics apply to executives; they are included to illustrate board oversight of performance-linked compensation design rather than director pay .
Other Directorships & Interlocks
| Company | Role | Status | Notes |
|---|---|---|---|
| Public company boards | Not disclosed | N/A | CWCO’s appointment press release did not identify current public company directorships for Adamson |
| Water-related boards | Board member | Prior roles | CWCO cited multiple prior water-related board roles without specifics |
Expertise & Qualifications
- ~30 years water-industry experience; 10 years as GM of public water utilities (operational and regulatory depth) .
- Private-sector leadership at Brown and Caldwell, Kiewit Infrastructure Group, and Algonquin Power & Utilities (engineering, infrastructure delivery, and utility operations) .
- Education: Master of Public Administration; Bachelor of Science in Mechanical Engineering; corporate governance training at Columbia Business School .
Equity Ownership
- Director ownership: Not yet disclosed for Adamson; the 2025 proxy’s beneficial ownership table reflects holdings as of March 28, 2025, prior to her October 1, 2025 appointment .
- Alignment policies: CWCO prohibits hedging and short sales by directors/officers; more than 40% of director compensation is stock-based .
- Future disclosure: Expect initial director share grants/holdings and any beneficial ownership to be captured in subsequent proxy filings following her appointment .
Governance Assessment
- Board effectiveness: Adamson’s deep operational water-utility experience and private-sector infrastructure background complement CWCO’s desalination and treatment portfolio, strengthening board oversight of project execution and regulatory interfaces .
- Independence and structure: Independent appointment and an independent Chairman enhance investor confidence in governance; committee assignment is pending, which investors should monitor for optimal fit (e.g., Audit for operations risk, ESG for water stewardship) .
- Compensation alignment: Director pay includes substantial equity retainers; hedging prohibition and clawback policy (for executives) indicate attention to alignment and accountability .
- Shareholder signals: Say-on-pay support was ~88% in 2024, suggesting general investor approval of compensation governance; CWCO conducts annual say-on-pay votes .
- Conflicts/related parties: CWCO’s related-party transaction policy requires Audit Committee pre-approval and prohibits such transactions >$120k absent approval; no related-party exposure involving Adamson was disclosed at appointment, but prior ties to industry firms warrant routine conflict checks upon committee assignment and transaction reviews (standard practice) .
- Risk indicators: No legal proceedings or SEC investigations disclosed regarding Adamson; cybersecurity oversight by the Audit Committee and quarterly reporting cadence reflect mature risk governance, a positive signal for operational resilience .
RED FLAGS: None disclosed specific to Adamson at appointment; monitor for committee roles, any ongoing affiliations with counterparties, and disclosure of beneficial ownership to assess alignment and potential interlocks .