Nadine Leslie
About Nadine Leslie
Nadine Leslie is Chair, President & CEO of Middlesex Water Company (MSEX), appointed March 1, 2024; she is also a Director (Class I, term expiring 2027) and age 62. She previously served as CEO of SUEZ North America (2019–2022), holds a B.S. in civil engineering from the Faculte des Sciences (Haiti), and completed an urban planning internship/scholarship at La Cambre University (Belgium) . Under her leadership in 2024, diluted EPS increased 40% to $2.47 year-over-year, and the Board raised the dividend for the 52nd consecutive year; the company invested $75 million in infrastructure and added ~2,100 regulated customers . In the 2024 pay-versus-performance framework, MSEX’s Total Shareholder Return (value of $100) was $89.61 vs. peer group $91.21, with Net Income of $44.4m and Income Before Income Taxes (IBIT) of $51.3m; key CEO incentives are tied primarily to IBIT .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SUEZ North America | Chief Executive Officer | 2019–2022 | Led $1.1B+ revenue environmental services platform across regulated utilities and municipal contracts, serving 6.6M people; oversight of 15 regulated water utilities and 65 municipal partnerships . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Provident Financial Services, Inc. / Provident Bank | Director | Since June 2021 | Public company bank board service . |
| Syensqo SA/NV | Director | Since Dec 2023 | Public company board service . |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Base Salary (paid) | $574,423 | Partial year after March 1, 2024 start . |
| Base Salary at Grant Date (reference for targets) | $725,000 | Establishes LTI target levels . |
| Cash Bonus (Short-Term Incentive) | $390,385 | Paid per CEO employment agreement . |
| Other Compensation | $34,768 | Dividends on restricted stock, auto, group life premiums, 401(k) match . |
| Total (SEC SCT) | $1,677,576 | Sum of 2024 SCT line items . |
Target bonus % was not disclosed; CEO employment agreement authorizes a short-term incentive which was paid for 2024 .
Performance Compensation
MSEX uses a simple, transparent restricted stock plan (no options) with 3- or 5-year cliff vesting; CEO weighting: 80% corporate financial (IBIT), 20% non-financial operational goals; awards subject to a clawback on restatement; hedging and pledging are prohibited .
| Item | Metric/Detail | 2024 Target | 2024 Actual/Payout | Vesting/Notes |
|---|---|---|---|---|
| Corporate Financial Goal | Income Before Income Taxes (IBIT) | $41.3m | IBIT $51.3m; Committee concluded target exceeded; LTI payouts set at 118% of target . | RS awards with 3- or 5-year cliff vesting; dividends paid during vest . |
| CEO Weighting | Financial vs. Non-financial | 80% vs. 20% | 80%/20% applies to CEO . | — |
| CEO LTI Target (value) | Target RS award | $362,500 | Paid at 118%: total $428,000 . | — |
| CEO LTI Payout Breakdown | Financial component | $290,000 | $342,400 | Included in $428k . |
| CEO LTI Payout Breakdown | Non-financial #1 (succession plans) | — | $42,800 | Included in $428k . |
| CEO LTI Payout Breakdown | Non-financial #2 (MWC2030 strategy development) | — | $42,800 | Included in $428k . |
| Sign‑on/Contractual Equity | RS sign-on grant | — | 4,913 shares granted 3/1/2024; vested in 2024; value realized $252,037; $250,000 equity award per agreement . | Immediate vest per agreement . |
| Supplemental Equity | RS grant | — | $250,000 equity grant approved, to vest March 1, 2025 . | Single-date vest . |
Additional program design:
- No formal annual cash incentive plan for NEOs beyond dividends on unvested RS; CEO STI is embedded via employment agreement; other NEOs may receive discretionary cash for special contributions; no options are used .
- Clawback applies to RS based on financial metrics; no repricing or buyouts of unvested RS .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (3/25/2025) | 4,793 shares; each individual officer/director owns <1%; 18-person officer/director group owns 232,535 shares (1.32% of outstanding) . |
| Stock Ownership Guidelines | CEO 3.0x base salary; must be met within 5 years of NEO designation; unvested RS can count toward beneficial ownership . |
| Pledging/Hedging | Prohibited (no hedging or borrowing against company stock; no pledging/hypothecating) . |
| Vested vs. Unvested (12/31/2024) | CEO had no unvested RS outstanding; 4,913 shares vested in 2024 (value $252,037) . |
| Holding Period After Vest | None beyond cliff vest; ongoing ownership and holding requirements apply . |
| Section 16(a) Compliance Note | One late Form 4 filing was made on Ms. Leslie’s behalf in 2024 . |
Implications:
- Immediate vesting of sign‑on and a one‑year supplemental grant creates near‑term freely tradable shares; absence of a post‑vest holding period can modestly elevate potential selling pressure around vest dates, partially mitigated by ownership guidelines requiring 3x salary over five years .
Employment Terms
| Term | CEO Provision |
|---|---|
| Start Date | March 1, 2024 . |
| Severance (termination without cause) | Accrued but unpaid salary, 50% of annual target bonus, 50% of annual long‑term equity incentive target, and 24 months COBRA rate . |
| Change‑in‑Control (CIC) | Double‑trigger: if terminated by company (other than for cause, etc.) or resigns for good reason within two years after a CIC, CEO receives lump sum equal to 3x annual base salary and incentive comp at termination and 3 years of health/welfare coverage; RS awards accelerate; deferred compensation paid; other NEOs at 2x and 2 years coverage . |
| Illustrative CIC Payout | Potential value upon termination before second anniversary of CIC (as of 12/31/2024): $4,686,995 for Ms. Leslie (includes components per agreement) . |
| Pension/SERP | Not eligible for DB plan or SERP; participates in 401(k) with Discretionary Profit Sharing (DPS) plan . |
| Clawback | Applies to RS awards tied to financial metrics upon restatement . |
| Non‑compete/Non‑solicit | Not disclosed in proxy. |
Board Governance and Service
- Board roles: Director since 2024; by Oct. 31, 2025, serves as Chair, President & CEO (dual role). The company maintains an Independent Lead Director and all committees are comprised entirely of independent directors, which helps mitigate concentration of authority .
- Committee memberships: CEO/Chair does not serve on independent committees. Compensation Committee held executive sessions without Ms. Leslie when discussing compensation matters .
- Director compensation: As CEO/Director, Ms. Leslie receives no director fees or stock grants for board service; outside directors receive $75,000 annual retainer split between $30,000 cash (attendance‑contingent) and $45,000 common stock, plus chair fees and $750 per committee meeting .
- Director stock ownership guideline: Directors must hold stock ≥3x annual retainer by 5th anniversary; all outside directors met this requirement for 2024 .
Performance & Track Record
| Metric/Item | 2024 Result | Context |
|---|---|---|
| Diluted EPS | $2.47 (+40% YoY) | 52nd consecutive annual dividend increase; ~2,100 new regulated customers; $75m infrastructure investment; leadership transition completed . |
| Net Income | $44.4m | Pay-versus-performance table . |
| Income Before Income Taxes | $51.3m | Used as primary financial performance metric for incentives . |
| TSR (value of $100) | $89.61 (Company) vs $91.21 (Peer Group) | SEC pay-versus-performance . |
| Q3 2025 EPS | $0.77 | Press release, 10/31/2025 . |
| 9M 2025 Capex | $72m (~77% of $93m 2025 plan) | Infrastructure investment pacing . |
| Dividend | Raised to $0.36 quarterly (+5.88%); 53rd consecutive annual increase | Declared Oct 24, 2025; payable Dec 1, 2025 . |
Strategic execution:
- MWC2030 strategy: five pillars (employee development, operational excellence, customer experience, stakeholder management, selective and sustainable growth) articulated by Ms. Leslie; focus on regulatory execution, energy cost management (fixed contracts through early 2027), and tuck‑in M&A (e.g., Pinewood Acres filing) .
Compensation Structure Analysis
- Alignment: CEO incentive weighting heavily favors a single financial metric (IBIT), with qualitative operational goals; 2024 payout at 118% of target reflects exceeding the IBIT goal and achieving qualitative objectives .
- Simplicity: No options; only RS with cliff vesting; dividends on unvested RS create a modest short‑term benefit but maintain long‑term focus .
- Risk controls: Clawback policy tied to restatements; hedging/pledging prohibitions; independent Compensation Committee and CEO‑absent executive sessions .
- Market positioning: Compensation benchmarked to the 50th percentile of comparator group; independent consultant conducted market analysis in the most recent study .
Risk Indicators & Red Flags
- Dual role (Chair + CEO): Concentrates authority; mitigated by Independent Lead Director and fully independent committees .
- Potential near‑term selling pressure: Immediate vesting of sign‑on RS in 2024 and a supplemental grant vesting March 1, 2025, combined with no post‑vest holding requirement, can increase float, although 3x salary ownership guideline provides counter‑pressure .
- Section 16(a) compliance: One late Form 4 filing in 2024 (administrative) .
- CIC economics: 3x salary+incentive and full RS acceleration under double trigger; potential $4.69m payout could increase change‑in‑control friction but aligns with small/mid‑cap utility market norms; no tax gross-ups disclosed .
Compensation Committee Analysis
- Members/independence: Amy B. Mansue (Chair), Joshua Bershad, M.D., James F. Cosgrove, Jr., Kim C. Hanemann; all independent .
- Practices: Uses independent consultant, annually reviews comparator group and benchmarks to 50th percentile; oversees succession planning and human capital risks; holds executive sessions without CEO for compensation decisions .
Director Compensation (Context)
| Position | Annual Retainer | Committee Chair Fees | Meeting Fees |
|---|---|---|---|
| Outside Director | $75,000 ($30k cash contingent on attendance; $45k stock) | Audit Chair $7,500; Comp Chair $5,000; other Chairs $2,500 | $750 per committee meeting |
| CEO/Director (Ms. Leslie) | $0 | — | — |
Employment & Contracts – Additional Details
- CIC terms are double‑trigger; RS awards vest upon separation on or before the second anniversary of CIC; deferred comp is paid; CEO gets 3 years of continued benefits coverage .
- Non‑CIC severance (without cause): includes partial target STI and LTI; 24 months COBRA rate coverage .
- No nonqualified deferred compensation plans; CEO participates in 401(k) DPS instead of DB/SERP .
Investment Implications
- Pay-for-performance: Heavy weighting to IBIT with 118% LTI payout in 2024 signals strong alignment with earnings quality; simple RS-only plan avoids option repricing risk; robust clawback and anti‑hedging/pledging reinforce alignment .
- Retention risk: Employment agreement protections (non‑cause severance including partial target STI/LTI) and strong CIC double‑trigger benefits suggest low near‑term departure risk; lack of DB/SERP for CEO reduces pension lock‑in but DPS/ownership guidelines provide ties .
- Trading signals: Immediate vesting of 2024 sign‑on shares and March 1, 2025 supplemental vest create identifiable liquidity windows; absence of post‑vest hold could lead to episodic selling, partially offset by 3x salary ownership requirements over five years .
- Governance: Dual Chair/CEO role increases oversight risk; mitigations include independent Lead Director and independent committees with CEO‑absent executive sessions; ongoing say‑on‑pay cadence and clear compensation philosophy (50th percentile benchmarking) support governance quality .
- Execution: 2024 EPS growth and continued dividend increases indicate disciplined regulatory and capex execution; 2025 updates (EPS, capex pacing, DSIC filing, tuck‑in acquisition filing) support the “selective and sustainable growth” pillar, but weather‑driven consumption and energy cost dynamics remain watchpoints (fixed energy costs through early 2027 help near term) .