Steven Klein
About Steven M. Klein
Steven M. Klein (age 59) is an independent director of Middlesex Water Company since 2009 and serves as Audit Committee Chair and Audit Committee Financial Expert, with additional service on the Pension Committee . He is President and CEO of Northfield Bancorp, Inc. and Northfield Bank; previously an audit partner at KPMG; a licensed CPA in New Jersey; and active in AICPA and NJSCPA . He holds a B.A. in Business Administration from Montclair State University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG LLP | Audit Partner | Not disclosed | Accounting and auditing expertise; financial expert designation at MSEX |
| American Institute of Certified Public Accountants; NJ Society of CPAs | Member (CPA-NJ) | Not disclosed | Professional standards; supports audit expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Northfield Bancorp, Inc. | President & CEO; Director | Director since Aug 2013 | Public company leadership and board experience |
| Northfield Bank | President & CEO; Director | Director since Aug 2013 | Banking industry expertise |
| Richmond University Medical Center | Board of Trustees | Not disclosed | Non-profit governance |
| NJ Bankers Association; American Bankers Association | Board member / Member | Not disclosed | Industry affiliations |
Board Governance
- Independence: Klein is an independent director; MSEX board composed of a majority of independent directors, with only the CEO and Chairman non-independent .
- Committees and roles:
- Audit Committee: Chair; designated Audit Committee Financial Expert; 3 meetings in 2024; all members independent .
- Pension Committee: Member; 5 meetings in 2024; all members independent .
- Attendance: Board held 7 meetings and committees 14 in 2024; minimum 99% director attendance; all directors attended the May 2024 annual meeting .
- Lead Independent Director: Walter G. Reinhard (presides over executive sessions of independent directors) .
- Executive sessions: Independent directors meet periodically without management; Lead Director presides .
- Risk oversight: In early 2025 the Board created an Enterprise Risk Committee; the Corporate Governance & Nominating Committee oversees ERM including cybersecurity; Audit oversees financial reporting, internal controls, ethics hotline, and related-party reviews .
- Auditor and controls: Baker Tilly reported material weaknesses as of Dec 31, 2023, remediated in Q3 2024; Audit Committee led auditor transition from Baker Tilly to PwC for FY2025; Audit Committee issued its report signed by Klein as Chair .
Fixed Compensation
| Component | Detail | 2024 Amount (Klein) |
|---|---|---|
| Annual retainer | $75,000 total: $30,000 cash contingent on Board meeting attendance + $45,000 in common stock | Cash portion included in cash fees; $45,000 stock |
| Chair fees | Audit Chair: $7,500; Compensation Chair: $5,000; Other Chairs: $2,500 | Included in cash fees if applicable |
| Committee meeting fees | $750 per committee meeting attended | Included in cash fees |
| 2024 Director compensation table (Klein) | Fees earned/paid in cash; Common Stock; Total | $51,750; $45,000; $96,750 |
Performance Compensation
| Metric | Applicability to Director Pay | Notes |
|---|---|---|
| Performance-based cash bonus | Not used | Director compensation consists of cash retainer/fees and annual common stock; no performance-based cash disclosed for directors |
| Stock options | Not used | Company does not employ stock options |
| Equity grant | Time-based annual common stock (value) | Standard $45,000 common stock grant for outside directors; Klein received $45,000 in 2024 |
| Hedging/pledging | Prohibited | Prohibitions against hedging and borrowing against Company stock |
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Compensation Committee interlocks | None; no member was an officer/employee; all members independent |
| Related-party transactions | None in 2024 involving immediate family members of directors/officers |
| Potential interlocks | Klein is CEO/Director of Northfield Bancorp/Bank; no related-party transactions disclosed with MSEX; Audit Committee reviews any related-party transactions |
Expertise & Qualifications
- Audit/Accounting: Former KPMG audit partner; CPA-NJ; designated Audit Committee Financial Expert .
- Executive leadership: CEO of Northfield Bancorp/Bank; leader of significant operations .
- Industry knowledge: Banking sector governance; non-profit/community leadership .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership Guideline Compliance |
|---|---|---|
| Steven M. Klein | 9,325 | Directors must hold common stock valued at least 3x annual retainer by fifth anniversary; all outside directors met this requirement for 2024 |
- Each individual director owns less than 1% of outstanding shares as of March 25, 2025; total group ownership is 1.32% .
- Hedging and borrowing against Company stock are prohibited .
Governance Assessment
- Strengths: Independent audit leadership with financial expert designation; strong attendance; clear director ownership guidelines; prohibitions on hedging/borrowing; no related-party transactions in 2024; no compensation interlocks; expanded ERM oversight including cybersecurity .
- Oversight signals: Audit Committee managed remediation of 2023 material weaknesses and oversaw auditor transition to PwC, indicating active financial governance; Klein signed the Audit Committee report .
- Potential conflicts to monitor: External CEO/director roles at Northfield Bancorp/Bank—no transactions disclosed with MSEX in 2024; continue monitoring for any banking relationships or related-party exposure; Audit Committee is responsible for related-party review .
- Investor alignment: Director pay mix blends cash and equity with required ownership multiples; equity grants are standard/common stock, no options; policies discourage misalignment (no hedging/borrowing) .