Georgia Simpson
About Georgia Simpson
Georgia M. Simpson is Vice President – Information Technology and Chief Technology Officer (NEO) at Middlesex Water, with 2024 objectives centered on cloud architecture modernization and co-leading the Operational Excellence pillar of the MWC 2030 Vision . Her incentive design ties primarily to company Income Before Income Taxes (IBIT) plus two non-financial goals, aligning IT execution to financial outcomes and operational initiatives . Company performance during 2024 improved materially: revenues rose to $191.9M (+$25.6M YoY), net income grew to $44.4M, and diluted EPS increased 40% to $2.47, while consolidated ROACE reached 10.2% . Total shareholder return (SEC pay-versus-performance framework) reflected a $89.61 value of a $100 initial investment in 2024 (peer $91.21), contextualizing shareholder value delivery through the year .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Middlesex Water Company (MSEX) | Vice President – Information Technology and Chief Technology Officer | Not disclosed | Led cloud solution identification and execution for IT architecture; co-led Operational Excellence pillar of MWC 2030 Vision . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base salary ($) | 270,220 | 292,197 | 303,185 |
| Cash bonus ($) | — | — | 11,768 (discretionary special cash bonus) |
| Stock awards ($) | 60,000 | 50,256 | 72,000 |
| All other compensation ($) | 31,506 | 33,367 | 20,720 |
| Total compensation ($) | 361,726 | 375,819 | 407,673 |
Perquisites and benefits detail (2024):
- Dividends on unvested RS: $4,713
- Personal automobile use: $6,080
- Group term life premiums: $1,242
- 401(k) employer match/DPS contributions: $7,728
- Spouse travel: $957
Notes:
- MSEX does not operate a cash STI plan for NEOs; value realization is primarily via restricted stock (dividends paid during vesting) .
- Ms. Simpson participates in the Discretionary Profit Sharing (DPS) plan (not DB plan/SERP; plan closed to entrants after 3/31/2007) .
Performance Compensation
| Component | Metric | Weighting | Target | Actual | Payout ($) | Vesting |
|---|---|---|---|---|---|---|
| Financial | Income Before Income Taxes (Company target: $41.3M) | 60% (NEOs other than CEO) | $36,717 of target award | Target exceeded; Committee concluded financial goal achieved | 43,200 | Restricted stock; three- or five-year cliff vesting; accelerated upon retirement at/after 65 or Change in Control |
| Non-financial #1 | Cloud solutions to improve IT architecture | 20% | $24,477 (combined for two non-financial goals) | Achieved (Committee judgment) | 14,400 | Same as above |
| Non-financial #2 | Co-lead Operational Excellence pillar (MWC 2030) | 20% | part of $24,477 | Achieved (Committee judgment) | 14,400 | Same as above |
| 2024 grant | RS grant issued 4/1/2024 | — | 957 shares | — | — | Three- or five-year cliff vesting |
| 2024 vesting | Shares vested during 2024 | — | — | 237 shares vested | $12,443 value realized | Vested in 2024 |
Additional notes:
- Awards in 2024 were approved at 118% of target for all NEOs, reflecting performance versus the IBIT and non-financial goals .
- Company prohibits option grants; equity is via restricted stock (no option repricing/buyouts) .
Equity Ownership & Alignment
| Item | Value/Policy |
|---|---|
| Total beneficial ownership (3/25/2025) | 4,383 shares |
| Unvested restricted stock (12/31/2024) | 3,762 shares ($197,994) |
| Implied vested/other holdings | 621 shares (4,383 − 3,762) |
| Shares outstanding (record date) | 17,894,479 |
| Ownership as % of shares outstanding | ~0.0245% (4,383 / 17,894,479) |
| Dividends on unvested RS (2024) | $4,713 |
| Stock ownership guideline | 1.0x base salary for non-CEO/CFO NEOs; 5 years to achieve |
| Hedging/pledging | Prohibited by Insider Trading Policy; pre-clearance required for trades |
| Stock options | None; company does not employ options |
Vesting supply considerations:
- Outstanding unvested RS (3,762 shares as of 12/31/2024) indicates future vesting events that could add incremental sellable float; magnitude is de minimis relative to total shares outstanding .
Employment Terms
| Term | Details |
|---|---|
| Employment status | At-will; no individual employment agreement (only CEO, CFO, COO have employment agreements) |
| Change-in-control (CIC) | Double-trigger: if terminated other than for cause, death, disability, retirement, or resigns for Good Reason within 2 years after a CIC, severance equals 2x average annual base salary + targeted annual incentive; 2 years of health/welfare coverage; immediate vesting of unvested RS |
| Potential CIC payout (Simpson) | $877,800 (illustrative as of 12/31/2024) |
| Clawback | 3-year lookback if financial restatement negates achievement; awards subject to return (restricted stock) |
| Non-compete / non-solicit | Not disclosed |
| Ownership/holding | 5-year stock ownership requirement applies as above |
| Policies | Hedging/pledging prohibited; Insider Trading Policy pre-clearance |
Compensation Structure Notes (pay-for-performance mechanics)
- Incentive currency and vesting: equity-only LTIs (restricted stock), simple plan design, 3- or 5-year cliff vesting; dividends paid during vesting; no options .
- Metric construction: single corporate financial metric (IBIT) plus non-financial goals; for non-CEO NEOs, 60% financial / 40% non-financial; discretionary qualitative assessment allowed; 2024 IBIT target set at $41.3M and exceeded .
- Governance: formal clawback; ownership requirements; prohibition on hedging/pledging; Compensation Committee independence and use of external consultant (Aon, Jan 2025) .
Risk and Operating Context Relevant to the Role
- IT controls and cybersecurity: Company remediated 2023 material weaknesses (ITGC and income tax accounting) in Q3 2024; Board receives regular cyber updates; new Enterprise Risk Committee formed in early 2025 .
- Strategic IT execution: Project Synergy (cloud Work & Asset Management, GIS, analytics) reflects the type of IT modernization within Simpson’s remit and 2024 non-financial goals .
Investment Implications
- Retention and alignment: High equity mix, 3–5 year cliff-vesting, and ownership requirements create retention hooks and alignment with long-term outcomes; Simpson’s 2024 award was 118% of target reflecting performance against IBIT and operational goals .
- Supply/flow-through at vest: 3,762 unvested shares as of 12/31/2024 could add modest selling pressure upon vesting; however, this is ~0.0245% of shares outstanding and is likely immaterial to float dynamics .
- Downside protection/discipline: No options (limits leverage), clawback in place, and hedging/pledging bans reduce misalignment and speculative risk-taking .
- Transaction sensitivity: Double-trigger CIC with 2x salary+target incentive and immediate vesting ($877.8K illustrative) suggests balanced protection without excessive parachute; expect retention sensitivity to rise ahead of potential corporate events .
- Execution watchlist: Given 2023 ITGC weaknesses remediated in 2024 and 2025 risk committee formation, continued delivery on cloud migration and cyber resilience are key to sustaining pay outcomes linked to IBIT and operational targets .