Raymond Whittaker
About Raymond Whittaker
Raymond Whittaker, age 71, has served as a director of Consolidated Water Co. Ltd. since 1988; he was the Managing Director of TransOcean Bank & Trust Ltd. (1984–Dec 2000) and is currently the principal of his own management firm, FCM Ltd.; he was recognized as a Governance Fellow by the National Association of Corporate Directors in 2014 and continues to participate in NACD programs . He was selected to the Board for his management, financial, and banking experience, and he serves as an independent director under NASDAQ rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TransOcean Bank & Trust Ltd. | Managing Director | 1984–Dec 2000 | Cayman Islands bank and trust subsidiary of Johnson International Inc.; senior leadership in financial services |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| FCM Ltd. | Principal | Current | Own company and management firm |
| National Association of Corporate Directors (NACD) | Governance Fellow | Recognized Aug 25, 2014 | Completed NACD Governance Program; ongoing participation |
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, Audit Committee .
- Committee meetings: Compensation Committee held 3 meetings in 2024; Audit Committee held 4 meetings in 2024 .
- Independence: The Board determined all Compensation Committee and Audit Committee members, including Whittaker, are independent under NASDAQ/SEC rules .
- Attendance: Each director attended at least 75% of Board and applicable committee meetings in 2024 .
- Board leadership: Independent Chairman (Wilmer F. Pergande) structure to enhance oversight and independent director engagement .
- Policies: Code of Business Conduct and Ethics; Insider Trading policy prohibits hedging and short positions; directors/officers may not hedge or pledge company stock; charters posted on the Company’s website .
Fixed Compensation
| Year | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 50,950 | 48,415 (fair value on grant date) | 99,365 |
Director compensation policy (2024):
- Annual cash retainer (non-executive director): $33,000; annual equity retainer in Ordinary Shares: $33,150 .
- Compensation Committee: member cash $3,300; chair cash $5,550; member equity $5,835; chair equity $7,485 .
- Audit Committee: member cash $4,400; chair cash $7,400; member equity $7,780; chair equity $9,980 .
- Nominations and Corporate Governance Committee: member cash $2,200; chair cash $3,700; member equity $3,890; chair equity $4,990 .
- Environmental & Social Governance Committee: member cash $4,400; chair cash $7,400; member equity $7,780; chair equity $9,980 .
- 2025 adjustment: Director compensation increased by 6% .
- Equity retainer share count is calculated using prevailing market price on October 1 of the preceding year .
Performance Compensation
As Compensation Committee Chair, Whittaker oversees executive pay structures tied to Company performance; key metrics used in 2024 short- and long-term incentive plans are below .
Short-Term Incentive (2024) – Metrics and Weightings by NEO:
| Metric | CEO Weight (%) | CFO Weight (%) | COO Weight (%) | EVP BD Weight (%) | VP Finance Weight (%) |
|---|---|---|---|---|---|
| Net Income | 40 | 45 | 30 | 40 | 45 |
| Revenue (ex pass-through energy) | 35 | 35 | 20 | 35 | 35 |
| Gross Profit Margin | 15 | 10 | 40 | 15 | 10 |
| Individual | 10 | 10 | 10 | 10 | 10 |
Short-Term Incentive (2024) – Eligible Payout Ranges (% of Base Salary):
| NEO | Threshold | Target | Maximum |
|---|---|---|---|
| CEO | 35% | 70% | 110% |
| CFO | 15% | 30% | 47% |
| COO | 15% | 30% | 49% |
| EVP BD | 15% | 30% | 47% |
| VP Finance | 10% | 20% | 31% |
Long-Term Incentive – Performance Measure Weightings:
| NEO | 3-Year Cumulative Operating Cash Flow | 3-Year Cumulative EPS | 3-Year Cumulative Revenue (ex pass-through energy) |
|---|---|---|---|
| CEO | 20% | 40% | 40% |
| CFO | 20% | 40% | 40% |
| COO | 20% | 40% | 40% |
| EVP BD | 20% | 40% | 40% |
3-Year Results vs Targets (2012–2024 Performance Window):
| Cumulative Performance Measure | Threshold to Target (%) | Target to Target (%) | Upper to Target (%) | 2022–2024 Target | Company 2022–2024 Results | Results to Target (%) |
|---|---|---|---|---|---|---|
| Operating Cash Flows | 70 | 100 | 130 | $41,923,337 | $65,818,099 | 157.0% |
| EPS | 86 | 100 | 140 | $1.37 | $4.10 | 300.2% |
| Revenue (ex pass-through energy) | 85 | 100 | 115 | $184,608,289 | $352,211,187 | 190.8% |
Equity grant structure and examples (2024 awards):
- Executives receive both time-vesting and performance-based share rights; example CEO granted 3,949 time-vested and 3,949 performance-based shares on Jan 1, 2024 (closing price $35.60 Dec 31, 2023); time-vested shares vest 1/3 annually (Dec 31, 2024–2026); performance shares earned based on 3-year cumulative targets (ending Dec 31, 2026) .
- Eligible performance share ranges (2024 LTI): CEO Threshold 1,975; Target 3,949; Maximum 6,239 shares; CFO Threshold 901; Target 1,802; Maximum 2,847; COO Threshold 905; Target 1,810; Maximum 2,860 .
Other Directorships & Interlocks
- The proxy discloses external public company board roles for other directors where applicable; Whittaker’s biography does not list any current public company directorships, highlighting his principal role at FCM Ltd. rather than public board interlocks .
Expertise & Qualifications
- Management, financial, and banking experience (TransOcean Bank & Trust Ltd. MD; FCM Ltd. principal); NACD Governance Fellow recognition and ongoing program participation; selected for Board based on these qualifications .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class |
|---|---|---|
| Raymond Whittaker | 5,755 | <1% |
Alignment policies:
- Directors/officers may not hedge or pledge Company stock; insider policy prohibits derivative hedging and short positions; 10b5‑1 trading plans permitted; more than 40% of director compensation comprised of Company stock per governance highlights .
Governance Assessment
- Independence and roles: Whittaker is an independent director, Chair of the Compensation Committee, and a member of the Audit Committee, with committee charters and independence reaffirmed; Audit Committee named Whittaker among 2024 members submitting the inclusion recommendation of audited financials in the Form 10‑K .
- Engagement: Attended at least 75% of Board/committee meetings; Compensation Committee met 3 times and Audit Committee met 4 times in 2024 .
- Pay oversight outcomes: Say‑on‑pay received ~88% approval at the 2024 AGM; the Compensation Committee maintained programme components; governance highlights include a clawback policy and prohibition on hedging/pledging, supporting investor confidence .
- Beneficial ownership: Whittaker’s personal stake is 5,755 shares (<1%); coupled with stock‑heavy director compensation, alignment is bolstered by equity retainers but absolute stake is modest .
- Conflicts and related‑party exposure: Company policy prohibits related‑party transactions >$120,000 unless the Audit Committee pre‑approves them as in the Company’s best interests; no Whittaker‑specific related‑party transactions disclosed; Section 16 compliance indicates timely filings in 2024 except one late Form 4 by another director (Pergande) .
RED FLAGS (monitor):
- Low personal beneficial ownership (5,755 shares; <1%) may limit “skin‑in‑the‑game” perception despite equity retainer structure .
- Very long tenure (on Board since 1988) is a known governance consideration for some investors; continued independence is reaffirmed by NASDAQ/SEC standards and current committee roles .
Positive Signals:
- Independent Chair structure; robust clawback; no hedging/pledging; explicit performance metrics and multi‑year financial goals in executive compensation overseen by Whittaker’s committee .