Kim Hanemann
About Kim C. Hanemann
Kim C. Hanemann is an independent director of Middlesex Water Company, serving since 2016. She is President and Chief Operating Officer of Public Service Electric & Gas Company (PSE&G), and holds a B.S. in Mechanical Engineering from Lehigh University and an M.B.A. from Rutgers. She is 61 and serves on the Board’s Compensation and Corporate Governance & Nominating Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Public Service Electric & Gas Company (PSE&G) | President & Chief Operating Officer | Named effective June 30, 2021 | Oversight of electric, gas, and customer operations; large capital program execution |
| PSE&G | Senior Vice President and Chief Operating Officer (prior role) | Not disclosed | Led asset management, centralized services, on-time/on-budget project execution |
| PSE&G | Various leadership roles in electric/gas field operations and utility support | Not disclosed | Operational leadership across multiple functions |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| New Jersey Chamber of Commerce | Board Member | Not disclosed | Business community leadership |
| New Jersey Utilities Association | Board Member | Not disclosed | Industry advocacy/coordination |
| Children’s Specialized Hospital (previous) | Board of Trustees Member | Not disclosed | Community/healthcare engagement |
Board Governance
- Independence: The Board determined all directors other than the CEO and retired former CEO are independent; Hanemann is independent under Nasdaq standards .
- Committees and roles (2024): Member – Compensation Committee; Member – Corporate Governance & Nominating Committee (CGN). Chairs: Compensation (Amy B. Mansue), CGN (Walter G. Reinhard) .
- Attendance: In 2024, the Board met 7 times and committees met 14 times; overall attendance was at least 99% and all directors attended the May 2024 Annual Meeting .
- Risk oversight linkage: CGN oversees enterprise risk management, including IT/cyber and ESG; Board approved forming an Enterprise Risk Committee in early 2025 (charter in development) .
- 2025 election and Say-on-Pay outcomes (shareholder signals):
| Item | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Director Election – Amy B. Mansue (Class II) | 12,360,879 | 825,959 | — | 2,596,411 |
| Director Election – Steven M. Klein (Class II) | 11,875,955 | 1,310,883 | — | 2,596,411 |
| Director Election – Walter G. Reinhard (Class III) | 10,360,922 | 2,825,916 | — | 2,596,411 |
| Say‑on‑Pay (Advisory) | 11,303,565 | 1,780,684 | 102,589 | 2,596,411 |
Fixed Compensation
- Structure:
| Position | Annual Retainer | Notes |
|---|---|---|
| Outside Director | $75,000 | $30,000 cash (contingent on attendance) + $45,000 common stock |
| Lead Director | $5,000 | Additional cash retainer |
| Committee Chair – Audit | $7,500 | Additional cash retainer |
| Committee Chair – Compensation | $5,000 | Additional cash retainer |
| Other Committee Chairs | $2,500 | Additional cash retainer |
| Committee Meeting Fee | $750 per meeting | Cash per committee meeting attended |
- 2024 Director Compensation (Hanemann):
| Component | Amount ($) |
|---|---|
| Fees earned/paid in cash | 39,250 |
| Common stock | 45,000 |
| Total | 80,250 |
- Stock ownership guideline for directors: ≥3x annual retainer within 5 years; all outside directors met the requirement for 2024 .
- Hedging/borrowing against Company stock prohibited for directors .
Performance Compensation
- Not applicable for directors. Middlesex does not use stock options; director equity is an annual common stock grant as part of the fixed retainer with no disclosed performance metrics .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards | None disclosed for Hanemann in the 2025 proxy |
| Compensation Committee interlocks | None; no member was an officer/employee; no interlocks/insider participation in 2024 |
| Related-party transactions | None in 2024 involving directors/officers or immediate family members |
Expertise & Qualifications
- Utility operations and large-scale capital execution; senior executive leadership at a major regulated utility (PSE&G) .
- Governance and risk: Active on CGN Committee; CGN has ERM oversight including cybersecurity and ESG .
- Education: B.S. Mechanical Engineering (Lehigh); M.B.A. (Rutgers) .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (3/25/2025) | 4,051 shares |
| Ownership as % of outstanding | <1% (each individual director <1%) |
| Shares pledged | Prohibited by policy |
| Director ownership guideline (status) | ≥3x retainer; all outside directors met requirement for 2024 |
Governance Assessment
- Strengths:
- Independent director with deep utility operations expertise; serves on Compensation and CGN (risk/ESG) committees composed entirely of independent directors .
- Strong attendance culture (≥99% Board/committee attendance in 2024) and full annual meeting participation .
- Aligned incentives: fixed equity grant ($45k) and ownership guideline (≥3x retainer) achieved by all outside directors; hedging/pledging prohibited .
- No related-party transactions; no Compensation Committee interlocks/insider participation .
- Potential watch items:
- External executive role at a nearby regulated utility (PSE&G) may present perceived conflict risk; however, the company disclosed no related-party transactions in 2024 and affirmed Nasdaq independence determinations (mitigates conflict concerns) .
- Board continues to evolve risk oversight (new Enterprise Risk Committee formed in early 2025); monitoring committee membership and charters in 2026 proxy will clarify board risk coverage depth .