Dennis Doll
About Dennis W. Doll
Dennis W. Doll, age 66, serves as non‑executive Chairman of the Board at Middlesex Water Company (MSEX) and has been a director since 2006. He retired as President and Chief Executive Officer on February 29, 2024 after more than 35 years in investor‑owned water and wastewater utility management; he holds a B.A. in Accounting and Economics from Upsala College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Middlesex Water Company | Executive Vice President | Nov 2004–Dec 2005 | Senior leadership roles preceding CEO |
| Middlesex Water Company | President & CEO; Director | Jan 1, 2006–Feb 29, 2024 | Led utility operations, frequent industry speaker |
| Middlesex Water Company | Chairman of the Board | May 2010–present (non‑executive from Mar 1, 2024) | Board leadership; governance structure with separate CEO; received Chair fee |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| National Association of Water Companies | Past President | Prior service | Industry leadership |
| New Jersey Utilities Association | Past Chairman | Prior service | Multi‑utility advocacy/org leadership |
| Water Research Foundation | Past Chairman; Director; Director Emeritus | Prior service; current emeritus | Sector research governance |
| American Water Works Association (AWWA) | Director; Exec Committee member (past) | Prior service | Utility sector affiliations |
| Court Appointed Special Advocates (CASA) of Middlesex County | Treasurer; Board Member | Current | Non‑profit governance |
Board Governance
- Role: Non‑executive Chairman in 2024 with a strong Lead Director (Walter G. Reinhard). Board separates CEO and Chair roles, reviewed regularly for appropriateness .
- Independence: Under Nasdaq rules, Doll is not independent due to being an executive within the past three years; only the CEO and Chair (Doll) were non‑independent, all other directors were independent in 2024–2025 .
- Committees: Doll is not listed on Audit, Compensation, Corporate Governance & Nominating, Pension, or Ad Hoc Pricing committees; those committees are fully independent .
- Attendance: In 2024, the Board held 7 meetings and committees held 14; director attendance was at least 99% and all directors attended the May 2024 annual meeting .
- Executive sessions: Independent directors meet in executive session, presided over by the Lead Director .
- Risk oversight: In early 2025 the Board formed an Enterprise Risk Committee to further formalize risk oversight; the Corporate Governance & Nominating Committee oversees ERM (including cybersecurity and climate risks) .
- Related parties: Company disclosed no related‑party transactions involving immediate family of Directors/Officers in 2024; Audit Committee reviews any such matters .
Fixed Compensation
| Component | 2024 Policy/Amount | Notes |
|---|---|---|
| Outside Director Annual Retainer | $75,000 (Cash $30,000 contingent on attendance; Common stock $45,000) | Applies to outside directors (CEO receives no director fees/stock) |
| Lead Director Fee | $5,000 | Annual |
| Committee Chair Fees | Audit $7,500; Compensation $5,000; Other Chairs $2,500 | Annual |
| Committee Meeting Fees | $750 per committee meeting (cash) | Per‑meeting compensation |
Director Compensation (Individual):
| Name | Fees Earned/Paid in Cash ($) | Common Stock ($) | Total ($) |
|---|---|---|---|
| Dennis W. Doll | 35,000 | 37,485 | 72,485 |
Notes:
- Doll’s cash includes a $10,000 Board Chair fee after becoming non‑executive Chairman effective March 1, 2024 .
- Director equity grants were $45,000 for most outside directors; Doll’s stock grant was prorated ($37,485) for 10 months of 2024 service .
Performance Compensation
Directors do not receive performance‑based compensation; equity grants to directors are fixed‑value stock awards, not tied to performance metrics .
For context on Doll’s prior executive incentives:
| Metric | 2023 (as CEO) | 2024 (post‑retirement) |
|---|---|---|
| Income Before Income Taxes target (Company metric) | $35.3 million | $41.3 million |
| Award form & amount to Doll | Cash long‑term incentive paid: $331,968 | No restricted stock incentive due to retirement; no LTI paid |
| Non‑financial goals (examples) | Succession planning; strategic initiatives (qualitative) | N/A for Doll (retired; CEO NEO metrics applied to successor team) |
Other Directorships & Interlocks
- Current public company boards: None disclosed beyond MSEX .
- Prior public company boards: None disclosed; roles primarily in industry associations and non‑profits .
- Potential interlocks: Affiliations with NJ Utilities Association and AWWA are sector associations; no disclosed transactional conflicts with MSEX customers/suppliers .
Expertise & Qualifications
- Deep utility industry experience (35+ years), senior executive leadership across regulated water/wastewater operations .
- Governance leadership (Chairman of MSEX; past chairs/presidencies in sector bodies), regulatory and infrastructure policy expertise .
- Financial and capital management familiarity from executive tenure, with frequent speaking on asset/capital management and resiliency .
Equity Ownership
| As of | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Mar 25, 2025 | 71,787 | <1% (each individual <1.32% group) | Sole voting power |
| Mar 26, 2024 | 75,140 | <1% (each individual <1.78% group) | Sole voting power |
Ownership alignment:
- Directors must hold common stock valued at least three times the annual retainer within five years; all outside directors met this requirement for 2024 .
- Company prohibits hedging and pledging (liens) of company stock for directors and officers .
Insider transactions (Form 4):
| Filing Date | Transaction Date | Type | Shares | Price ($) | Post‑Txn Ownership | SEC Filing |
|---|---|---|---|---|---|---|
| 2025‑04‑01 | 2025‑04‑01 | Award (A) | 702 | 64.10 | 20,077 | |
| 2025‑03‑24 | 2025‑03‑21 | Sale (S) | 4,067 | 60.045 | 52,112 | |
| 2024‑04‑02 | 2024‑04‑01 | Award (A) | 714 | 52.50 | 19,375 | |
| 2024‑03‑07 | 2024‑02‑29 | Tax Withholding (F) | 14,342 | 51.11 | 18,961 | |
| 2024‑03‑07 | 2024‑02‑29 | Other (J) – RSU release | 28,746 | 51.11 | 0 | |
| 2024‑03‑06 | 2024‑02‑28 | Tax Withholding (F) | 14,342 | 51.11 | 18,961 | |
| 2024‑03‑06 | 2024‑02‑28 | Other (J) – RSU release | 28,746 | 51.11 | 0 |
Governance Assessment
- Board effectiveness: Doll brings deep sector expertise and continuity during leadership transition to a separate CEO, while a robust Lead Director and fully independent committees provide counterbalance in governance .
- Independence & potential conflicts: A key consideration is Doll’s non‑independence under Nasdaq due to recent executive status; however, the company reports no related‑party transactions and maintains strict anti‑hedging/pledging policies .
- Engagement & oversight: Attendance was exceptional in 2024 (≥99%), and the Board enhanced risk governance with a new Enterprise Risk Committee in 2025, reflecting proactive oversight of operational, cyber, and climate risks .
RED FLAGS
- Non‑independent Chair: Doll is not independent under Nasdaq standards given executive role within the past three years; continued Chair role may be viewed as reducing board independence despite a Lead Director framework .
- Internal control history (company level): The company reported material weaknesses in internal control over financial reporting in 2023, remediated by Q3 2024; while resolved, investors may monitor ongoing audit oversight effectiveness .