Wilmer F. Pergande

About Wilmer F. Pergande

Wilmer F. Pergande (age 85) is an independent director of Consolidated Water Co. Ltd. (CWCO) since 1978 and has served as independent Chairman of the Board since 2009. He holds a B.S. in Mechanical Engineering from Marquette University and completed postgraduate studies in Chemical Engineering, Metallurgy, Heat Transfer and Business Management at Marquette and the University of Wisconsin; he has 55+ years of management, sales, manufacturing and engineering experience in desalination and chemical processing, including leadership roles at GE Infrastructure Water & Process Technologies, Osmonics, Licon International, MECO, and AquaChem, and he is principal of WF Pergande Consulting LLC .

Past Roles

External Roles

• No current public company directorships are disclosed for Mr. Pergande in CWCO’s latest proxy .

Board Governance

• Independence and leadership: The Board determined all nominees other than the CEO are independent; Mr. Pergande is an independent director and serves as independent Chairman, which the Board views as governance best practice .
• Committee assignments (2024 activity and structure):
  • Audit Committee: Member; committee held four meetings in 2024; all members independent .
  • Nominations & Corporate Governance Committee: Member; committee held three meetings in 2024; all members independent .
  • Compensation Committee: Not a member; held three meetings in 2024 .
  • Environmental & Social Governance Committee: Not a member; held two meetings in 2024 .
• Attendance: Each director attended at least 75% of Board and applicable committee meetings during 2024; the Board met four times in 2024 .
• Hedging/pledging: Company prohibits directors and officers from hedging or pledging CWCO stock; Rule 10b5‑1 plans permitted .
• Director election results (2025 AGM): Mr. Pergande received 8,434,139 “For” and 1,256,109 “Withhold” votes (3,087,485 non‑votes overall for the meeting) .

Committee Matrix (current structure)

Fixed Compensation

• Director pay framework: Annual cash retainer $103,000 for the Chairman; $33,000 for other non‑executive directors. Committee cash retainers per year: Compensation (member $3,300; chair $5,550), Audit (member $4,400; chair $7,400), Nominations & Corporate Governance (member $2,200; chair $3,700), ESG (member $4,400; chair $7,400). A 6% increase to director compensation was approved for 2025 .

Note: CWCO states more than 40% of director compensation is comprised of company stock on average; Mr. Pergande’s individual 2024 mix was ~$44,170 stock vs. $157,100 cash under the policy above .

Performance Compensation

• Equity retainers for directors are delivered in Ordinary Shares based on the dollar retainer divided by prevailing market price on October 1 of the preceding year; amounts are time‑based retainers (no director‑specific performance metrics disclosed). Annual equity retainer values: Chairman $32,500; other directors $33,150; additional equity retainers apply for committee roles per policy .
• No performance‑based vesting metrics for director equity awards are disclosed in the proxy .

Other Directorships & Interlocks

• No current public company board interlocks are disclosed for Mr. Pergande; Audit and Nominating committees are fully independent under NASDAQ and SEC rules .

Expertise & Qualifications

• Education: B.S. Mechanical Engineering (Marquette); postgraduate studies in Chemical Engineering, Metallurgy, Heat Transfer, Business Management (Marquette; University of Wisconsin) .
• Domain expertise: Desalination engineering/operations; leadership roles at GE Water & Process Technologies, Osmonics, MECO, Licon; consulting principal (WF Pergande Consulting LLC) .
• Industry involvement: Served three terms as Director of the International Desalination Association (Treasurer and Secretary); member of five technical societies; numerous technical papers presented .

Equity Ownership

• Shares outstanding reference date: 15,916,685 Ordinary Shares outstanding as of March 28, 2025 (context for ownership percent) .
• Hedging/pledging: Prohibited for directors and officers .

Insider Trades (disclosed in proxy)

Governance Assessment

• Strengths

  • Independent Chairman structure; all key board committees comprised of independent directors; Audit Committee independence affirmed, with an “audit committee financial expert” designated (Sokolow) .
  • Active committee participation (Audit; Nominating & Corporate Governance) with disclosed meeting cadence; all directors met at least the 75% attendance threshold; Board met four times in 2024 .
  • Director pay program blends cash and stock; equity retainers granted annually; hedging/pledging prohibited, supporting alignment .
  • Compensation Committee uses independent consultant (FW Cook) for executive and director pay; Committee determined no conflicts of interest .

• Watch items / potential red flags

  • Long tenure: Director since 1978 and Board Chair since 2009 (may raise independence/perception considerations despite current independent status) .
  • Ownership alignment: Beneficial ownership is <1% of shares outstanding (skin‑in‑the‑game considerations) .
  • Section 16 compliance: One Form 4 filed one day late for a 3,500‑share sale in FY 2024 .
  • Subsidiary board fees: $27,500 of 2024 cash fees from CWCO’s Bahamas subsidiary board service (not inherently a conflict; disclosed as part of total compensation) .
  • No explicit director stock ownership guidelines disclosed in the proxy (company highlights ≥40% of director pay in stock and hedging/pledging prohibition) .

Shareholder votes and engagement signals

• 2025 Say‑on‑Pay approved (For 9,132,313; Against 481,895; Abstain 76,040) ; 2024 Say‑on‑Pay approval ~88% as disclosed by CWCO .
• 2025 Director election result for Mr. Pergande: For 8,434,139; Withhold 1,256,109 .

Related‑party transactions: CWCO policy prohibits related‑party transactions >$120,000 unless pre‑approved by the Audit Committee as in the Company’s best interests; proxy does not disclose any Pergande‑related transactions beyond subsidiary board fees included in director compensation .

Director compensation outlook: Board approved a 6% increase in director compensation for 2025 .