Robert Fullagar
About Robert Fullagar
Robert K. Fullagar is President, New Jersey Operations at Middlesex Water Company (MSEX). He has 27 years of credited service under MSEX’s defined benefit pension plan, indicating long-tenured operational experience, and his role has included leading health, safety and physical security initiatives and the company’s water-quality compliance program with a focus on emerging contaminants . Company performance during his recent tenure included 2024 net income of $44.4 million, revenue of $191.9 million, diluted EPS of $2.47, and 52 consecutive years of dividend increases, reflecting improved profitability and cash returns to shareholders . MSEX’s pay-for-performance disclosure shows 2024 compensation actually paid aligned to company TSR and earnings measures, with TSR index value of 89.61 and income before income taxes of $51.3 million .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Middlesex Water Company | President, New Jersey Operations | 2024 | Led health, safety and physical security initiatives; senior accountability for water-quality compliance and emerging contaminants |
| Middlesex Water Company | Vice President – Operations | 2022–2023 | Operationalized processes at Park Avenue treatment plant; advanced health, safety and physical security enhancements |
External Roles
No external directorships or outside roles disclosed for Robert K. Fullagar in company filings.
Fixed Compensation
Summary Compensation (USD) – oldest to newest
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $268,673 | $290,214 | $301,477 |
| Bonus (Cash) ($) | $0 | $0 | $11,702 (discretionary special cash bonus) |
| Stock Awards (Grant-Date Fair Value) ($) | $70,000 | $70,000 | $90,000 |
| Change in Pension Value ($) | $0 | $178,690 | $45,802 |
| All Other Compensation ($) | $23,663 | $24,528 | $27,568 |
| Total ($) | $362,336 | $564,133 | $476,549 |
All Other Compensation detail (USD)
| Item | 2022 | 2023 | 2024 |
|---|---|---|---|
| Dividends on Restricted Stock ($) | $3,282 | $4,112 | $5,531 |
| Personal Automobile Use ($) | $7,077 | $5,310 | $7,077 |
| Group Term Life Insurance Premiums ($) | $3,901 | $5,873 | $4,409 |
| 401(k) Employer Match / DPS ($) | $9,403 | $9,233 | $10,551 |
| Total ($) | $23,663 | $24,528 | $27,568 |
Program design notes:
- MSEX does not operate a formal cash incentive plan for NEOs; long-term incentives are restricted stock with three- or five-year cliff vesting; dividends are paid on unvested shares during the vesting period .
- CEO/CFO have employment agreements; other NEOs (including Fullagar) are at-will and do not have non-CIC employment contracts .
Performance Compensation
Targets and outcomes by year (USD) – oldest to newest
| Metric | Weighting | 2022 Target ($) | 2022 Payout ($) | 2023 Target ($) | 2023 Payout ($) | 2024 Target ($) | 2024 Payout ($) |
|---|---|---|---|---|---|---|---|
| Company Financial Goal: Income Before Income Taxes | 60% | $42,398 | $42,398 | $33,070 | $33,070 | $45,637 | $54,000 |
| Non-Fin Goal #1 | 20% (of total) | $16,561 (Security/EM preparedness) | $16,561 | $18,465 (Operationalize plant processes) | $18,465 | $30,425 total for both non-fin goals | $18,000 (Health/Safety & Physical Security) |
| Non-Fin Goal #2 | 20% (of total) | $11,041 (ERM metrics/reporting) | $11,041 | $18,465 (Health/Safety & Physical Security) | $18,465 | — (combined in target above) | $18,000 (Water-quality compliance/emerging contaminants) |
| Total Long-Term Incentive Award ($) | — | $70,000 | $70,000 | $70,000 | $70,000 | $76,062 | $90,000 (118% of target) |
Vesting mechanics:
- Awards are restricted common stock with 3- or 5-year cliff vesting; accelerated vesting occurs for retirements on/after age 65 and upon change in control .
Equity Ownership & Alignment
Ownership, awards, vesting – oldest to newest
| Item | 2022 | 2023 | 2024 |
|---|---|---|---|
| Grants of Plan-Based Awards (Shares, Grant Date) | 666 (04/01/2022) | 902 (03/30/2023) | 1,333 (04/01/2024) |
| Shares Vested (#) | 336 | 369 | 248 |
| Value Realized on Vesting ($) | $35,337 | $28,645 | $13,020 |
| Unvested Restricted Shares (#) | 2,856 | 3,389 | 4,474 |
| Unvested Restricted Shares (Market Value $) | $224,682 | $222,386 | $235,467 |
Beneficial ownership and alignment as of latest filings
| Item | Amount |
|---|---|
| Beneficial Ownership (Shares) | 5,534 (as of 03/25/2025) |
| Shares Outstanding | 17,894,479 (Record Date 03/25/2025) |
| Ownership as % of Shares Outstanding | ~0.03% (Calculated from 5,534/17,894,479) |
| Stock Options | None – company does not use options |
| Pledged or Hedged Shares | Prohibited by policy (no hedging or pledging) |
| Stock Ownership Guidelines | 1.0x base salary within 5 years of NEO designation |
Employment Terms
Change-in-control and employment structure
| Term | Detail |
|---|---|
| Employment Agreement | At-will (no non-CIC agreement for NEOs other than CEO/CFO/COO) |
| CIC Agreement Effective | Executed Nov 1, 2024; term commences Jan 1, 2025 |
| CIC Severance (Non-CEO NEOs) | Lump sum equal to 2x average annual base salary and targeted annual incentive (5-year average), plus continued health/welfare coverage up to 24 months; immediate vesting of unvested restricted stock |
| CIC Window | Benefits payable if termination without cause or for good reason within 2 years after change in control |
| Potential CIC Payout (Scenario) | $898,791 for Fullagar if terminated before second anniversary (based on 12/31/2024 scenario) |
| Clawback Policy | Incentive awards subject to clawback for restatements within 3 years that negate achievement of financial targets |
| Insider Trading Policy | Prior approval required; prohibits hedging and pledging |
| Ownership & Holding Requirement | 1.0x base salary for NEOs, within 5 years; unvested restricted stock counts toward beneficial ownership |
Investment Implications
- Pay-for-performance alignment: Fullagar’s long-term incentives are tied 60% to company IBIT and 40% to operational goals; 2024 payouts at 118% reflect IBIT exceeding target and achievement of water-quality compliance and safety initiatives, reinforcing alignment with profitability and operational execution .
- Low option-related risk, moderate vesting overhang: MSEX does not use stock options; restricted stock with 3–5 year cliff vesting creates predictable vesting dates that can modestly increase selling pressure when tranches vest, but dividends paid during vesting provide retention value .
- Strong alignment and governance safeguards: Prohibitions on pledging/hedging, formal clawbacks, and ownership requirements (1x salary in 5 years) limit misalignment and discourage excessive risk-taking; unvested restricted shares (4,474 as of 12/31/2024) indicate continued skin-in-the-game .
- Retention and CIC economics: Two-times CIC severance and accelerated vesting reduce separation friction during control changes but can create retention optionality; disclosed scenario value ($898,791) is material, suggesting moderate retention risk if a change-in-control event occurs .
- Execution track record focus: Assigned non-financial goals emphasize safety, security, and regulatory compliance (PFAS, water quality), aligning his incentives with operational resilience—key drivers of utility returns and rate case success .
Performance Compensation – Metric Detail
| Year | Financial Metric | Target (Company IBIT) | Outcome | Non-Financial Metrics | Outcome |
|---|---|---|---|---|---|
| 2024 | Income Before Income Taxes | $41.3 million target | Target exceeded; financial award $54,000 | Health, safety & physical security; Water-quality compliance (emerging contaminants) | $18,000 + $18,000 |
| 2023 | Income Before Income Taxes | Achieved at 75% for incentive purposes due to market conditions | Financial award $33,070 | Operationalize Park Avenue plant; Health/safety & physical security | $18,465 + $18,465 |
| 2022 | Income Before Income Taxes | Met; combined with peer TSR performance | Financial award $42,398 | Security/emergency preparedness; ERM metrics/reporting | $16,561 + $11,041 |
TSR and financial context:
- 2024 TSR index 89.61; Net Income $44.4m; IBIT $51.3m .
- Peer group used for TSR comparison: American States Water, Artesian Resources, California Water Service Group, Global Water Resources, SJW Group, York Water .
Pension and Benefits
| Plan | 2022 | 2023 | 2024 |
|---|---|---|---|
| DB Plan – Present Value ($) | $785,955 | $964,645 | $1,010,447 |
| DB Plan – Years of Credited Service | 25 | 25 | 27 |
| SERP Participation | Not a participant | Not a participant | Not a participant |
Notes: DB Plan accruals and credited service reflect tenure; no lump-sum provision; early retirement benefits actuarially reduced prior to age 62 .
Equity Award Inventory
| Date | Award Type | Shares | Vesting |
|---|---|---|---|
| 04/01/2024 | Restricted Stock | 1,333 | 3- or 5-year cliff; accelerated on retirement (≥65) or CIC |
| 03/30/2023 | Restricted Stock | 902 | 5-year vesting (program-wide description) |
| 04/01/2022 | Restricted Stock | 666 | 5-year vesting (program-wide description) |
Company policy: No option grants; no repricing or cash buyouts of unvested restricted stock awards .
Risk Indicators & Red Flags
- Clawback and insider-trading controls reduce misconduct risk; no hedging/pledging allowed .
- No option repricing; compensation structured in restricted stock with transparent targets and vesting .
- CIC constructs are standard for utilities; non-CEO multiple is 2x with benefit continuation and equity acceleration .
Compensation Peer Group and Benchmarking
- MSEX benchmarks total compensation to the 50th percentile of its comparator group and regularly reviews peer composition; detailed peer list for compensation benchmarking not disclosed (TSR peer group is disclosed separately) .
Say-on-Pay & Shareholder Feedback
- Advisory vote on NEO compensation held annually; Proposal 2 recommended “FOR” in 2025 .
Investment Implications
- Incentive structure rewards profitability (IBIT) and regulatory-grade execution (PFAS compliance, safety), supporting rate base growth and recoverability—positive for long-term earnings quality .
- Restricted stock predominance with ownership requirements and clawbacks signals solid alignment; absence of options limits asymmetric upside-seeking behavior and reduces dilution risk .
- CIC terms introduce moderate retention risk in an acquisition scenario but provide continuity protections; potential payout magnitude ($898,791) should be considered in scenario analyses .
- Operational focus areas assigned to Fullagar (compliance, safety, plant operations) map to key utility risk vectors; successful delivery reduces regulatory and operational risk, supporting valuation stability .