Jay Kooper
About Jay Kooper
Vice President, General Counsel & Secretary at Middlesex Water Company; named as a Named Executive Officer (NEO) in the 2025 and 2024 proxy statements . Company performance under the current leadership improved markedly in 2024: revenues rose to $191.9 million (from $166.3 million in 2023), net income increased to $44.4 million (from $31.5 million), and diluted EPS reached $2.47 (from $1.76) . Pay-for-performance alignment is anchored to Income Before Income Taxes; in 2024, company TSR was 89.61 vs peer TSR of 91.21, with net income of $44.40 million and income before taxes of $51.30 million .
Past Roles
— (Not disclosed in proxy)
External Roles
— (Not disclosed in proxy)
Fixed Compensation
Multi-year compensation (summary compensation table):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $335,066 | $355,698 | $368,591 |
| Bonus ($) | $0 | $0 | $14,284 (discretionary) |
| Stock Awards ($) | $60,000 | $60,000 | $103,000 |
| Change in Pension Value ($) | $0 (not eligible DB/SERP) | $0 (not eligible DB/SERP) | $0 (not eligible DB/SERP) |
| All Other Compensation ($) | $37,498 | $43,992 | $30,121 |
| Total Compensation ($) | $432,564 | $459,690 | $515,996 |
Perquisites detail (Schedule A):
| Item | 2022 ($) | 2023 ($) | 2024 ($) |
|---|---|---|---|
| Dividends on Restricted Stock | $2,813 | $3,915 | $5,107 |
| Personal Automobile Use | $7,045 | $9,226 | $9,226 |
| Group Term Life Insurance Premiums | $1,716 | $2,802 | $2,909 |
| 401(k) Employer Match / DPS Plan | $25,924 | $28,049 | $12,879 |
| Total All Other Compensation | $37,498 | $43,992 | $30,121 |
Notes:
- Kooper is ineligible for the Defined Benefit (DB) Plan and SERP; he participates in the Discretionary Profit Sharing (DPS) via the 401(k) Plan .
Performance Compensation
Incentive framework and 2024 outcomes (Restricted Stock Plan; three- or five-year cliff-vesting; dividends paid during vesting; accelerated vesting for retirement ≥65 or change-in-control) :
| Component | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Financial | Income Before Income Taxes | 60% (NEOs) | $41.3 million | Exceeded; Kooper award $61,800 | 3- or 5-year cliff |
| Non-Financial #1 | Successfully manage multiple significant litigation proceedings | Part of 40% | Committee-judged | $25,750 | 3- or 5-year cliff |
| Non-Financial #2 | Co-lead development of the stakeholder management pillar of MWC 2030 vision | Part of 40% | Committee-judged | $15,450 | 3- or 5-year cliff |
| Total 2024 RS Award | — | — | Target $74,274 (20% of $371,372) | $103,000 approved (118% of target) | 3- or 5-year cliff |
Plan features:
- No cash short-term incentive plan; awards are restricted stock; dividends paid during vesting; clawback applies to incentive-based awards if a restatement invalidates financial metric achievement within three years .
- Committee may exclude non-recurring items and exercise discretion in award levels .
Equity Ownership & Alignment
Ownership, grants, vesting, and unvested positions:
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Beneficial Ownership (shares) | 3,292 (as of 3/26/2024) | — | 4,237 (as of 3/25/2025) |
| Restricted Stock Granted (shares) | 773 (3/30/2023) | 1,143 (4/1/2024) | — |
| Shares Acquired on Vesting (#) | — (none) | 357 | — |
| Value Realized on Vesting ($) | — | $18,743 | — |
| Unvested Restricted Stock (shares) | 3,292; $216,021 MV | 4,078; $214,625 MV | — |
Alignment policies:
- Stock ownership guidelines: CEO 3.0x salary; CFO 1.5x; other NEOs 1.0x salary; five-year compliance window; unvested restricted stock counts toward beneficial ownership .
- Hedging and pledging prohibited by policy; no liens on company stock allowed .
- Company does not use stock options .
Employment Terms
- Employment status: At-will; no individual employment agreement disclosed for Kooper (only CEO/CFO/COO have employment agreements) .
- Change-in-Control (updated in November 2024): If terminated without cause or resigns for Good Reason within two years after a Change in Control, NEOs (other than CEO) receive: (a) lump sum = 2× average annual base salary + targeted annual incentive (5-year lookback); (b) 2 years of health/welfare coverage; all unvested restricted stock immediately vests . In a termination scenario as of 12/31/2024, Kooper’s indicative total value was $1,036,469 .
- No excise tax gross-ups are indicated in the revised CIC disclosures; accelerated vesting applies on CIC . Company previously noted revisions to CIC agreements with executives in Nov 2024 .
- Insider Trading and Clawback: Trading by officers requires pre-approval; hedging prohibited; clawback policy applies to incentive awards tied to financial metrics .
Performance & Track Record
- 2024 company achievements relevant to incentive outcomes: net income $44.4 million (vs. $31.5 million in 2023), revenues $191.9 million (vs. $166.3 million), diluted EPS $2.47 (vs. $1.76), infrastructure capex $75 million, with Board/Committee oversight enhancements and risk management initiatives .
Compensation Structure Analysis
- Mix shift: Increased equity award for 2024 vs 2023 ($103,000 vs $60,000) driven by exceeding the Income Before Income Taxes target and meeting non-financial goals (award at 118% of target) .
- Simplicity and long-term emphasis: No cash STIP; equity awards with cliff vesting; dividends during vesting; clawback for restatements; no options .
- Benchmarking: Target total compensation set near the 50th percentile of the comparator group; awards weighted 60% financial (NEOs) and 40% operational goals .
Risk Indicators & Red Flags
- Pledging/hedging prohibited (reduces alignment risk) .
- No nonqualified deferred compensation plans (limits deferral complexity) .
- CIC terms revised to 2-year double-trigger; removal of excise tax gross-up language present in prior-year framework appears to reduce shareholder-unfriendly features .
- Material weaknesses in internal control reported for 2023 were remediated by Q3 2024 (audit committee disclosure) .
Investment Implications
- Pay-for-performance alignment appears credible: Kooper’s 2024 equity award rose with overachievement on the core financial metric and delivery on legal/strategic objectives, with long-term restricted stock and clawback discipline .
- Retention risk is moderated by 4,078 unvested shares and dividend accrual during vesting; at-will status adds some mobility risk, but CIC double-trigger benefits and accelerated vesting mitigate downside in a transaction scenario .
- Governance and alignment: Ownership guidelines, hedging/pledging prohibitions, and no stock options indicate conservative incentive risk; revised CIC terms are closer to best practice for shareholder alignment .
- Company fundamentals improved in 2024 (revenue, net income, EPS) underpinning incentive payouts; TSR matched utility peer trends, supporting the compensation philosophy’s external alignment .