Ramjeet Jerrybandan
About Ramjeet Jerrybandan
Ramjeet Jerrybandan, age 57, is Executive Vice President, Chief Operating Officer (COO) and Company Secretary at Consolidated Water Co. Ltd. He joined CWCO in 1998, advanced through operations leadership roles, and has served as COO since March 2020; he holds a B.S. in Industrial Engineering and an M.S. in Engineering Management (University of the West Indies), plus an Advanced Diploma in Business Administration (Association of Business Executives, London) and extensive IT/industrial automation training . Company performance metrics that drive executive pay include revenue (ex pass-through energy), net income, gross margin, EPS, and operating cash flow; CWCO’s 2024 results exceeded targets across short-term metrics (net income 170% of target; revenue 110%; gross margin 114%), and the 2022–2024 long-term cycle outperformed on cash flow (157%), EPS (300%), and revenue (191%) . Pay-versus-performance disclosures also show CAP alignment with TSR and profitability, with 2024 TSR index value at 177.01 and revenue and net income of $115.37M and $28.24M, respectively .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Consolidated Water Co. Ltd. | Operations Engineer (Grand Cayman) | 1998–2005 | Core operations engineering foundation |
| Consolidated Water Co. Ltd. | Operations Manager (Cayman) | 2005–2006 | Cayman operations leadership |
| Consolidated Water Co. Ltd. | Vice President, Overseas Operations | 2006–2016 | Oversight of overseas operations |
| Consolidated Water Co. Ltd. | Executive Vice President | 2016–Mar 2020 | Senior operating leadership |
| Consolidated Water Co. Ltd. | Chief Operating Officer | Mar 2020–Present | Company-wide operations, performance accountability |
| Consolidated Water Co. Ltd. | Company Secretary | 2013–Present | Corporate governance/secretariat responsibilities |
External Roles
- No external public company directorships or outside roles are disclosed for Mr. Jerrybandan in the latest proxy statement .
Fixed Compensation
| Year | Base Salary ($) | All Other Compensation ($) | Notes |
|---|---|---|---|
| 2024 | 429,567 | 19,800 (car allowance) | Car allowance set at $1,650/month in 2024 |
| 2023 | 409,115 | 19,200 | — |
| 2022 | 389,630 | 18,600 | — |
Performance Compensation
Short‑Term Incentive (Annual Cash Bonus)
| Metric | Weight (COO) | 2024 Target | 2024 Actual | Result vs Target | Payout Impact |
|---|---|---|---|---|---|
| Net Income (from continuing ops, excl. bonuses/adjustments) | 30% | $11,995,397 | $20,404,010 | 170.10% | Contributed to 45% of target achievement for COO |
| Revenue (ex pass‑through energy charges) | 20% | $104,435,301 | $115,370,773 | 110.47% | Contributed to 32% |
| Gross Profit Margin | 40% | 29.95% | 34.06% | 113.72% | Contributed to 70% |
| Individual Goals | 10% | — | — | — | 10% |
| Overall Bonus Payout Factor (COO) | — | — | — | — | 157% of target |
| Year | Target Bonus @ Target ($) | Actual Bonus Paid ($) | Bonus as % of Base |
|---|---|---|---|
| 2024 | 128,870 (at target) | 202,326 | 47% |
| 2023 | — | 199,000 | — |
| 2022 | — | 165,785 | — |
Notes:
- COO short‑term opportunity schedule: 0% below threshold; 15% at threshold; 30% at target; 49% at maximum (as % of base salary) .
Long‑Term Incentives (Equity)
Grant mechanics and performance measures:
- Long-Term Share Formula each Jan 1: Number of shares = Base Salary on Jan 1 × Applicable Bonus % ÷ Share Price on Dec 31 prior year .
- 50% time-vest RSUs vest 1/3 per year over 3 years; 50% performance-based shares earned on 3-year cumulative Operating Cash Flow (20%), EPS (40%), and Revenue ex pass-through energy (40%) .
| Grant/Plan | Detail | Quantity / Terms |
|---|---|---|
| 2024 LTI grant (Jan 1, 2024) | Time‑vesting shares (1/3 on 12/31/2024, 12/31/2025, 12/31/2026) | 1,810 shares |
| 2024 LTI grant (Jan 1, 2024) | Performance‑based shares (3‑yr, ending 12/31/2026; threshold/target/max) | 905 / 1,810 / 2,860 shares |
| Performance weights | 3‑yr Operating Cash Flow / EPS / Revenue (ex energy) | 20% / 40% / 40% |
2022–2024 LTIP cycle performance:
| 3‑Year Measure (2022–2024) | Target | Actual | Result vs Target |
|---|---|---|---|
| Cumulative Operating Cash Flow ($) | 41,923,337 | 65,818,099 | 157.0% |
| Cumulative EPS ($) | 1.37 | 4.10 | 300.2% |
| Cumulative Revenue ($) | 184,608,289 | 352,211,187 | 190.8% |
Vesting and realized value:
- Shares vested in 2024: 12,496; value realized $323,521 .
Outstanding unvested/unearned equity (as of 12/31/2024):
| Award Type | Shares | Value ($) |
|---|---|---|
| Time‑vesting, vests 12/31/2025 | 1,383 | 35,806 |
| Performance‑based, 3‑yr cycle ending 12/31/2025 | 4,147 | 107,366 |
| Time‑vesting, vests 1/2 on 12/31/2025 & 12/31/2026 | 1,206 | 31,233 |
| Performance‑based, 3‑yr cycle ending 12/31/2026 | 1,810 | 46,861 |
Program safeguards and grant timing:
- Pre‑determined grant schedule; no timing around MNPI; no equity awards granted in close proximity to MNPI disclosure in the last fiscal year .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 71,960 CWCO shares; <1% of outstanding (15,916,685 shares outstanding as of 3/28/2025) |
| 2024 vested shares/value | 12,496 shares; $323,521 value realized |
| Options | No option awards reported/vested for NEOs in 2024; outstanding options noted only for long‑serving non‑executive employees (13,475 options) |
| Hedging/pledging | Company stock may not be hedged or pledged by directors or officers ; hedging/short sales prohibited by insider trading policy |
| Trading controls | Pre‑clearance, trading windows, blackouts, and 10b5‑1 plans allowed (with CFO approval) |
Employment Terms
| Term | Key Provision |
|---|---|
| Employment agreement | Effective 1/1/2008; amended 3/29/2017 and 9/9/2023; annual renewal extends for two years from the December 31 of the year renewed; compensation includes base salary plus annual and long‑term incentives based on Company and individual goals |
| Non‑renewal/expiration | If CEO or Company does not extend, agreement expires Dec 31 of that year; Company pays the greater of Cayman Islands Labour Act severance or an amount equal to base salary for that year, plus accrued compensation |
| Perquisites | Automobile allowance of $19,800 in 2024 (increases $50/month each Jan 1) |
| Severance (no cause, as of 12/31/2024) | $859,134 lump sum |
| Change‑in‑control | If terminated within 1 year following a Change of Control, COO receives cash lump sum equal to 2× then‑current base salary, plus accrued compensation; table shows $859,134 as of 12/31/2024 |
| Illness termination (60+ days) | $2,000 salary plus medical insurance of $57,518 (total $59,518) |
| Clawback | Clawback policy applies to executive incentive awards |
| Pensions/Deferred comp | No defined benefit plans; no non‑qualified deferred compensation plans |
Additional Context: Company Performance & Say‑on‑Pay
| Year | TSR Index (Value of $100) | Net Income ($) | Revenue ex energy ($) |
|---|---|---|---|
| 2024 | 177.01 | 28,237,554 | 115,370,773 |
| 2023 | 239.88 | 29,585,391 | 160,644,059 |
| 2022 | 97.91 | 5,856,294 | 76,196,354 |
- 2024 Say‑on‑Pay approval: ~88% support; program maintained .
Compensation Structure Analysis
- Strong pay‑for‑performance: STI metrics (net income, revenue ex energy, gross margin) and LTI metrics (3‑yr EPS, operating cash flow, revenue ex energy) explicitly drive payouts; 2024 STI paid 157% of target for COO reflecting outperformance .
- Balanced mix but performance‑tilted: For COO in 2024, base salary 55% of total; annual cash 26%; annual equity 17% (benefits 3%), indicating majority at‑risk pay (45%) .
- Equity award design limits risk: Half time‑based, half performance‑based across multi‑year measures; explicit prohibition on hedging/pledging reduces misalignment/credit risk .
- No grant timing concerns; no options: Equity grants on a standardized schedule with no MNPI timing; no executive option grants or repricings noted .
Risk Indicators & Red Flags
- Pledging/Hedging: Prohibited (mitigates misalignment risk) .
- Section 16 compliance: Only a director (Pergande) reported a one‑day late Form 4 in 2024; no delinquencies named for Mr. Jerrybandan .
- Golden parachute economics: COO receives 2× base salary if terminated within one year post‑CIC; meaningful but typical for role/size; dollar value $859,134 as of 12/31/2024 .
- Clawback: In place and applicable to incentives .
Investment Implications
- Incentive alignment is tight: Mr. Jerrybandan’s pay is heavily tied to operational metrics under his remit (gross margin 40% STI weight; revenue and net income also material) and multi‑year EPS/cash flow/revenue targets; 2024 outperformance (157% STI, strong 2022–2024 LTIP results) indicates execution strength and line‑of‑sight alignment .
- Potential trading overhang around vest dates: Time‑vest tranches (12/31/2025; 12/31/2025–2026) and performance cycles (ending 12/31/2025 and 12/31/2026) could create episodic supply as awards settle, though hedging/pledging is prohibited and trades require pre‑clearance .
- Retention moderately protected: One‑year severance (non‑renewal) and 2× base on CIC termination balance retention with shareholder protection; no tax gross‑ups disclosed; clawback adds discipline .
- Ownership is meaningful but sub‑1%: 71,960 shares (<1%) provide alignment; continued LTI accrual and ownership policies (no pledging/hedging) further align interests .