James Cosgrove
About James F. Cosgrove
James F. Cosgrove, Jr. is an independent director of Middlesex Water Company since 2010 and currently serves as Chair of both the Pension Committee and the Ad Hoc Pricing Committee, and as a member of the Compensation Committee. He is 61, a licensed Professional Engineer (NJ), President of One Water Consulting, and brings 35+ years of environmental engineering experience (water quality monitoring/modeling, regulatory compliance, impact analysis) with prior leadership roles at Kleinfelder and as founder of Omni Environmental LLC. Education: B.S. Civil Engineering (Lafayette College) and M.E. Environmental & Water Resource Systems Engineering (Cornell University) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kleinfelder | Vice President and Principal | Not disclosed | Led consulting across engineering and environmental disciplines |
| Omni Environmental LLC | Principal and Founder | Not disclosed | Founded and led environmental consulting firm (Princeton, NJ) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| One Water Consulting, LLC | President | Current | Water resource solutions, strategic planning, regulatory compliance support |
| Association of Environmental Authorities | Board of Directors | Current | Industry governance/advocacy role |
| New Jersey Clean Water Council | Member; Past Chair | Not disclosed | Advisory leadership on state water policy |
Board Governance
- Independence: Board determined Mr. Cosgrove to be independent under Nasdaq standards; all directors are independent except the CEO (Nadine Leslie) and former CEO/Chair (Dennis Doll) .
- Committees: Pension (Chair), Ad Hoc Pricing (Chair), Compensation (member) .
- Attendance: In 2024, the Board held 7 meetings and committees 14 meetings; director attendance was at least 99% and all directors attended the Annual Meeting .
- Executive sessions and oversight: Independent directors meet periodically in executive session (Lead Director presiding). The Board maintains active risk oversight; an Enterprise Risk Committee was formed in early 2025 (charter in development) .
- Related-party safeguards: No related-party transactions involving immediate family of directors or officers in 2024; Audit Committee reviews any related-party transactions .
Fixed Compensation
- Structure (Outside Directors, 2024):
- Annual retainer: $75,000 (cash $30,000, contingent on attendance; common stock $45,000) .
- Chair fees: Audit Chair $7,500; Compensation Chair $5,000; all other chairpersons $2,500 (applies to Pension and Ad Hoc Pricing chairs) .
- Committee meeting fee: $750 per committee meeting attended (cash) .
- Directors are required to hold Company stock ≥ 3x annual retainer by the 5th anniversary of board service; all outside directors met this requirement for 2024 .
Director compensation for Mr. Cosgrove (chronological order):
| Metric | 2023 | 2024 |
|---|---|---|
| Fees earned or paid in cash ($) | $37,250 | $41,000 |
| Common Stock ($) | $45,000 | $45,000 |
| Total Compensation ($) | $82,250 | $86,000 |
Performance Compensation
- No performance-based elements are disclosed for director pay; directors receive fixed-value common stock grants and meeting/chair fees. The company does not use stock options for directors or executives and prohibits repricing or cash buyouts of unvested awards as policy .
Other Directorships & Interlocks
- Public company directorships: None disclosed for Mr. Cosgrove in the proxy .
- Compensation Committee interlocks: No member of the Compensation Committee (including Mr. Cosgrove) was an officer or employee; no interlocks or insider participation were disclosed in 2024/2023 .
Expertise & Qualifications
- Professional Engineer (NJ) with extensive water quality modeling/monitoring and regulatory expertise aligned to utility operations and rate/regulatory processes .
- Environmental and infrastructure planning, impact analysis, and sector-specific governance experience (AEA Board; NJ Clean Water Council) .
Equity Ownership
Beneficial ownership (chronological order):
| As-of Date | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| March 26, 2024 | 9,342 | Each individual director <1% |
| March 25, 2025 | 10,199 | Each individual director <1% (directors/executives as group: 1.32%) |
- Ownership alignment: Directors must hold stock ≥ 3x annual retainer; all outside directors met this requirement in 2024. Hedging or borrowing against Company stock is prohibited, supporting alignment and risk controls .
Compensation Committee Analysis
- Membership: Amy B. Mansue (Chair), Joshua Bershad, M.D., James F. Cosgrove, Jr., Kim C. Hanemann; all independent .
- Consultants: Aon conducted an executive compensation study in January 2025; consultants report to the Compensation Committee and are not engaged by management . Steven Hall & Partners conducted a study in January 2024 .
- Comparator group and philosophy: Target total compensation generally benchmarked to the 50th percentile of peers; current peer group includes American States Water, Artesian Resources, California Water Service Group, Global Water Resources, SJW Group, and York Water Company .
- Pay governance: Clawback policy for incentive-based awards; prohibitions on hedging/pledging; stock ownership requirements for executives and directors .
Governance Assessment
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Strengths:
- Seasoned independent director with deep sector expertise and two committee chair roles (Pension; Ad Hoc Pricing), plus service on Compensation—supports board effectiveness in finance, capital markets, and human capital oversight .
- Strong attendance and governance processes; independent committees; executive sessions; explicit ownership guidelines; anti-hedging/borrowing policies .
- Transparent compensation oversight with independent consultants and peer benchmarking at the 50th percentile .
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Potential flags/cautions:
- Internal control material weaknesses (IT general controls and income tax accounting) existed in 2023 but were remediated in Q3 2024; ongoing oversight remains prudent .
- Director equity grants are fixed-value common stock without performance conditions; while common for utilities, it offers limited direct pay-for-performance linkage for directors .
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Shareholder feedback signals:
- Say-on-Pay approvals: 2024—For 9,111,623; Against 3,764,447; Abstain 91,297; Broker non-votes 2,681,769 . 2025—For 11,303,565; Against 1,780,684; Abstain 102,589; Broker non-votes 2,596,411 .
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Independence and conflicts:
- Board affirmed independence for Mr. Cosgrove; no related-party transactions involving directors/officers in 2024; Audit Committee reviews any such matters .
Overall, Mr. Cosgrove’s engineering/regulatory background and committee leadership enhance board oversight of pension investment governance and capital markets transactions, with no disclosed conflicts or attendance concerns. Attention to sustained control environment improvements and continued transparent engagement on compensation/ESG should support investor confidence .