Michael J. Liebman
About Michael J. Liebman
Michael J. Liebman is Chief Financial Officer and Corporate Secretary of Global Water Resources, Inc., serving since May 2014; he is 48 years old, holds a B.S. in Accounting from Northern Arizona University, and is a Certified Public Accountant licensed in Arizona . Prior to GWRS, he was a Senior Director at Alvarez & Marsal (2002–2014), where he negotiated the restructuring of over $3 billion of capital and helped raise $750 million of new capital for clients . Company performance references include cumulative TSR values and net income disclosed in “Pay Versus Performance”: TSR value of initial fixed $100 investment was 92.67 (2022), 91.60 (2023), and 84.52 (2024), with net income of $5,506k (2022), $7,982k (2023), and $5,789k (2024) ; 2024 Further Adjusted EBITDA achieved $23.2 million vs. a $22.9 million budget stretch target .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Alvarez & Marsal | Senior Director | 2002–2014 | Negotiated restructuring of >$3B capital and helped raise $750M of new capital |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed in 2025 proxy | — | — | No external board or other roles disclosed for Liebman in DEF 14A |
Fixed Compensation
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Base Salary ($) | $280,000 | $294,000 | $308,000 (effective Jan 1, 2025) |
| Target Annual Incentive (% of Base) | — | 80% | Up to 80% (structure per New Employment Agreement) |
| Actual Cash Bonus Paid ($) | $112,000 | $117,600 | — |
| Stock Awards ($) | $112,000 | $117,600 | — |
Notes
- 2024 base salaries increased 5% for NEOs, including Liebman, following Compensation Committee recommendations tied to peer analysis .
- New Employment Agreement sets 2026–2027 salary to $322,000, with Board discretion for additional increases .
Performance Compensation
| Component (2024 Program) | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Compliance & Safety (discrete safety objectives; IT metrics) | 25% | 4 safety objectives; reductions per events | No compliance events; safety goals met | 25.0% | RSUs vest ratably over 12 consecutive quarters from grant |
| Further Adjusted EBITDA | 25% | Budget $22.9M; payout scale 0/50/75/100% at thresholds | Actual $23.2M (100% payout scale) | 25.0% | RSUs vest ratably over 12 consecutive quarters from grant |
| Capital Expenditure Discipline | 25% | CapEx budget $31.0M; overage offsets pool ratio | Actual $25.6M (100% payout scale) | 25.0% | RSUs vest ratably over 12 consecutive quarters from grant |
| Board Discretionary Operational Performance | 25% | Board assessment of operations, service, compliance, H&S, water loss | Board awarded full amount | 25.0% | RSUs vest ratably over 12 consecutive quarters from grant |
| Total | 100% | — | — | 100.0% | See above |
| Award Type | Grant Date | Quantity | Vesting Schedule | Notes |
|---|---|---|---|---|
| Cash-settled RSUs (2024 Incentive Program) | Mar 21, 2025 | 10,566 units (Liebman) | Ratably over 12 consecutive quarters from grant date | Earned for FY2024 performance |
| Cash-settled RSUs (2023 Incentive Program) | Mar 31, 2024 | 8,563 units (Liebman) | Ratably over 12 consecutive quarters from grant date | Earned for FY2023 performance |
| Cash-settled RSUs (2022 Incentive Program) | Mar 31, 2023 | 8,434 units (Liebman) | Ratably over 12 consecutive quarters from grant date | Earned for FY2022 performance |
| Restricted Stock (RSA) | May 8, 2022 | 25,000 shares (Liebman) | 1/3 in May 2023; 1/3 in May 2024; 1/3 in May 2025 | Per Previous Employment Agreement |
Equity Ownership & Alignment
| Ownership Measure (as of Mar 17, 2025) | Amount |
|---|---|
| Direct Common Shares | 78,446 |
| Awards Vesting Within 60 Days (options/RSAs) | 106,334 |
| Total Beneficial Ownership | 184,780 |
| Ownership as % of Shares Outstanding | <1% |
| Hedging/Pledging Policy | Prohibits short sales, options trading, hedging/monetization, margin accounts; pledging generally prohibited except limited pre-approved cases |
| Equity Award Detail | Quantity | Strike/Price | Expiration | Status |
|---|---|---|---|---|
| Stock Options (granted Aug 10, 2017) | 73,000 (Liebman) | $9.40 | Aug 10, 2027 | Vested in four annual tranches; currently exercisable |
| Stock Options (granted Aug 13, 2019) | 25,000 (Liebman) | $11.26 | Aug 13, 2029 | Vested in four annual tranches; currently exercisable |
| Unvested Restricted Stock (as of Dec 31, 2024) | 8,334 (Liebman) | $11.50 market value reference per share at 12/31/24 | May 2025 vesting tranche | Final 1/3 vests May 2025 |
| Unvested RSUs (FY2024 award) | 10,566 units | Cash-settled; 12-quarter vest | — | In process of quarterly vesting |
| Unvested RSUs (FY2023 award) | 8,563 units | Cash-settled; 12-quarter vest | — | In process of quarterly vesting |
| Unvested RSUs (FY2022 award) | 8,434 units | Cash-settled; 12-quarter vest | — | In process of quarterly vesting |
Reference price for market value in equity table is $11.50 closing price on Dec 31, 2024, the last trading day of fiscal 2024 . Both option grants were in-the-money at that reference date given their strike prices .
Employment Terms
| Term | Detail |
|---|---|
| Agreement Dates | New Employment Agreement effective Jan 1, 2025; term continues until Jan 1, 2028; auto-renews for successive 12-month periods unless notice given before end of term |
| Base Salary | $308,000 in 2025; $322,000 in 2026–2027; Board/Compensation Committee may review annually |
| Target Incentive | Eligible up to 80% of base salary; paid in cash and/or RSUs at Committee discretion; RSUs capped at ≤50% in 2025–2026; 100% cash beginning in 2027 |
| Restricted Stock Grants | 8,333 RSAs on May 5, 2025 and 8,333 RSAs on May 5, 2026; each vests on May 8 of the year following grant |
| Post-2027 RSA Policy | Annual RSAs equal to 50% of then-current base salary (if employed through year-end), vesting in three equal annual installments beginning Dec 15 following grant |
| Termination (Good Reason/Without Cause) | Base salary through termination date; prior-year unpaid incentive; no current-year incentive (pro rata possible if termination in last six months); COBRA premium reimbursement per agreement; all equity awards fully vest; cash severance equal to 5.4x base salary (Liebman) |
| Change of Control (CoC) | If terminated with Good Reason or without Cause within 24 months after CoC: lump-sum cash severance equal to 5.4x base salary (Liebman) |
| Equity Treatment at CoC | All outstanding equity or stock-price based awards fully vest; restrictions on restricted awards lapse upon CoC, regardless of continued employment |
| Section 280G “Best-Net” | Payments may be reduced to avoid excise tax if reduction yields greater net amount to executive |
Company Performance Reference
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| TSR – Value of $100 Investment | 92.67 | 91.60 | 84.52 |
| Net Income ($ thousands) | 5,506 | 7,982 | 5,789 |
| Further Adjusted EBITDA ($ millions) | — | — | 23.2 actual vs 22.9 budget (100% payout scale) |
Investment Implications
- Pay-for-performance alignment: 2024 incentive payout was 100% driven by objective components (safety/compliance, EBITDA vs budget, CapEx execution) and a board discretionary component, with RSUs vesting over 12 quarters, supporting retention and multi-year alignment .
- Selling pressure assessment: Liebman’s beneficial ownership is <1%; RSUs are cash-settled (not share issuance), reducing direct share sale pressure; remaining unvested RSAs from the 2022 grant vest May 2025, adding tradable shares then .
- Option exercise overhang: Two fully vested option grants ($9.40 exp 2027; $11.26 exp 2029) were in-the-money at the 12/31/24 reference price, implying potential exercise cadence ahead of expirations .
- Retention and CoC economics: New agreement features substantial severance protection (5.4x base salary) with full equity acceleration upon CoC and double-trigger cash severance, lowering departure risk but elevating takeover-related cost; “best-net” 280G clause avoids gross-ups .
- Governance safeguards: Hedging, short sales, options trading, pledging, and margin accounts are prohibited (with limited pledging exceptions requiring Audit & Risk Committee pre-approval), supporting ownership alignment and reducing risk signals .
- Benchmarking context: FW Cook’s peer review found NEO target annual compensation below the 25th percentile, and 2024 base salary adjustments were approved to better align with market while maintaining performance-weighted incentives .