Amy Mansue
About Amy B. Mansue
Independent Director of Middlesex Water Company since 2010; age 60; currently serves as President & CEO of Inspira Health (since August 2020). Background spans senior executive roles across RWJBarnabas Health (17 years), public sector health policy, and managed care leadership. Education: Bachelor’s in social welfare and Master’s in social work (planning and management), University of Alabama. Committee roles: Chair of Compensation Committee; member of Audit Committee; the Board class is II with her re-nomination in 2025; determined independent under Nasdaq standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Inspira Health | President & CEO | Aug 2020–present | Health system leadership; strategy execution |
| RWJBarnabas Health | EVP & Chief Experience Officer; President, Southern Region; CEO, Children’s Specialized Hospital | 17 years (various roles) | Patient experience, regional operations, pediatric hospital leadership |
| State of New Jersey | Staff on healthcare policy (Gov. Jim Florio); Deputy Commissioner, Dept. of Human Services; Deputy Chief of Staff (Gov. James McGreevey) | Not disclosed | Public policy and healthcare administration |
| HIP/NJ and HIP/NY | President (HIP/NJ); SVP Strategy (HIP/NY) | Not disclosed | Managed care strategy and operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| New Jersey Chamber of Commerce | Board Member | Not disclosed | Business community engagement |
| NJ Hospital Association | Board Member | Not disclosed | Healthcare policy/industry collaboration |
| Rutgers University | Board of Trustees Member | Not disclosed | Higher education governance |
| New Brunswick Development Corporation | Board Member | Not disclosed | Local economic development |
Board Governance
- Committee assignments: Compensation Committee Chair; Audit Committee member. Audit Committee has 5 independent members and met 3 times in 2024; Compensation Committee has 4 independent members and met 2 times in 2024.
- Independence: Board determined all directors (other than the CEO and retired executive chair in 2024) are independent under Nasdaq rules; Mansue is listed as independent.
- Attendance and engagement: In 2024, the Board held 7 meetings and committees held 14; minimum 99% director attendance; all directors attended the May 2024 Annual Meeting. Executive sessions of independent directors are held, presided over by the Lead Director.
- Board structure: Classified board (three classes); Corporate Governance & Nominating Committee periodically reviews declassification.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual retainer (Outside Director) | $75,000 | $30,000 cash contingent on attendance + $45,000 common stock |
| Committee Chair fee (Compensation) | $5,000 | As Chair |
| Meeting fees | $750 per committee meeting | Cash per meeting attended |
| 2024 Fees earned (cash) | $44,500 | Reported for Mansue |
| 2024 Common stock grant | $45,000 | Reported for Mansue |
| 2024 Total Director compensation | $89,500 | Reported for Mansue |
Director equity ownership guideline: Directors must hold common stock equal to at least 3× annual retainer by the 5th anniversary; all outside directors met the requirement in 2024. Hedging/borrowing against company stock prohibited.
Performance Compensation
| Metric | Target/Definition | Applicability to Director Compensation |
|---|---|---|
| Performance-based cash bonus | Not disclosed for directors | None; director pay comprises retainer, fees, and annual common stock |
| Equity with performance vesting | Not disclosed for directors | Annual director common stock award; no performance conditions disclosed |
Note: Performance metrics and vesting schedules are disclosed for executives (NEOs) under the Restricted Stock Plan; directors receive annual common stock valued at $45,000 without disclosed performance conditions.
Other Directorships & Interlocks
| Category | Entities | Notes |
|---|---|---|
| Current public company boards | None disclosed | Proxy lists non-profit/association boards; no public company boards for Mansue disclosed |
| Potential interlocks | NJ healthcare and civic boards | No related-party transactions in 2024; independence affirmed |
Expertise & Qualifications
- Executive leadership and healthcare administration, strategy and policy; governance leadership.
- Audit committee experience; compensation oversight as Committee Chair.
- Education: BA in social welfare; MS in social work (planning and management), University of Alabama.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Ownership Guideline Compliance |
|---|---|---|---|
| Amy B. Mansue | 10,499 | 0.059% (10,499 / 17,894,479) | All outside directors met 3× retainer guideline for 2024 |
Additional alignment features: Prohibitions on hedging and pledging; stock ownership requirements for directors and executive officers. Company does not employ stock options.
Governance Assessment
- Strengths: Independent director with deep operating experience; chairs Compensation Committee with independent membership and use of outside consultants (Aon study Jan 2025); robust stock ownership requirements; high Board/committee attendance; prohibition on hedging/pledging; transparent committee charters.
- Potential risks/signals:
- Time commitment: Sitting CEO of Inspira Health while chairing Compensation Committee—monitor workload and engagement, though attendance data is strong.
- Classified board structure persists (shareholder preference often favors declassification), though periodically reviewed by CG&N Committee.
- Conflicts/related-party exposure: None disclosed for 2024; Board independence affirmed; Audit Committee oversees related-party reviews.
Director Compensation Structure Analysis
- Mix: Balanced cash (retainer, meeting/Chair fees) and equity (annual common stock), supporting alignment without performance gaming; no option grants to directors.
- Year-over-year changes: 2024 structure maintained with defined retainer and Chair/meeting fees; Mansue’s reported compensation reflects role as Comp Chair and committee participation.
- Shareholder say-on-pay: Advisory vote held annually (frequency next scheduled review in 2029), with Compensation Committee asserting alignment of pay and performance; although say-on-pay covers executives, it signals governance rigor.
Independence, Attendance & Engagement
- Independence: Yes (Nasdaq); no disqualifying relationships disclosed.
- Attendance: Board (7) and committees (14) held in 2024 with minimum 99% attendance for all meetings; Annual Meeting attendance confirmed.
- Executive sessions: Regular independent director sessions; Lead Director presides.
Related Party Transactions & Red Flags
- Related parties: None in 2024 involving directors/officers’ immediate family; Audit Committee reviews such matters.
- Section 16 compliance: No late filings noted for Mansue; two late Form 4s were filed for CEO Leslie and former CEO Doll in 2024.
- Hedging/pledging: Prohibited; positive alignment signal.
- Option repricing/gross-ups: None disclosed for directors.
Compensation Committee Analysis (Context to Mansue’s Chair role)
- Composition: 4 independent directors; meetings held in 2024; executive sessions with full Board absent CEO for comp matters.
- Consultants: Independent compensation consultants engaged (Aon, Jan 2025); Chair is primary contact; consultants report directly to Committee; no management conflicts.
- Oversight: Human capital risks, succession planning, executive compensation program administration, alignment with pay-for-performance philosophy.
Summary Signals for Investors
- Board effectiveness: Strong attendance, clear committee charters, independent leadership—positive for governance quality.
- Alignment: Mandatory director stock ownership (≥3× retainer) achieved; annual equity grants; anti-hedging/pledging.
- Conflicts: No related-party issues disclosed; Mansue’s external roles are in healthcare/civic arenas without apparent direct commercial ties to MSEX.
RED FLAGS: None material disclosed specific to Mansue; monitor workload given dual CEO role and Compensation Chair responsibilities; classified board remains a structural consideration.