Vaughn McKoy
About Vaughn L. McKoy
Independent director of Middlesex Water Company since 2021; age 56. Partner at Connell Foley LLP specializing in litigation, regulatory matters, corporate governance, ethics/compliance, and government affairs; prior 12+ years in legal and business roles at PSEG, culminating as Managing Director & Vice President. Education: BS (Administration of Justice) Rutgers University; JD Rutgers Law; MBA NYU Stern. Board committees: Audit; Corporate Governance & Nominating; status: independent under Nasdaq standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Connell Foley LLP | Partner | Current (not specified) | Focus on litigation, regulatory, governance, ethics/compliance, government affairs |
| Public Service Enterprise Group (PSEG) | Managing Director & Vice President; prior legal/business roles | 12+ years | Senior utility operations and regulatory exposure; culminated in MD/VP role |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Hackensack Meridian Medical School | Board of Governors | Current | Academic governance |
| dfree Global Foundation | Vice Chair | Current | Non-profit leadership |
| Boys and Girls Clubs of New Jersey | Corporate Advisory Council | Current | Community advisory role |
Board Governance
- Committee assignments: Audit Committee member; Corporate Governance & Nominating Committee member. Chairs: Audit (Steven M. Klein); Corporate Governance & Nominating (Walter G. Reinhard). Audit held 3 meetings in 2024; Corporate Governance & Nominating held 4.
- Independence: Board determined all directors except the CEO and Chairman are independent under Nasdaq standards; McKoy is listed as independent.
- Attendance and engagement: Board held 7 meetings; committees held 14 meetings; minimum 99% director attendance across all; all directors attended the May 2024 annual meeting. McKoy was designated as a proxy holder for the 2025 Annual Meeting.
- Executive sessions led by the Lead Director (Walter G. Reinhard); independent committees; prohibitions against hedging and borrowing against company stock.
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual retainer (Outside Director) | $75,000 | $30,000 cash contingent on Board attendance; $45,000 in common stock |
| Committee meeting fees | $750 per committee meeting attended | Applies to all outside directors |
| Chair fees (if applicable) | Not applicable | McKoy not listed as chair of a committee |
| 2024 Director fees earned (cash) | $36,750 | Includes Board and committee cash components |
| 2024 Director equity (common stock) | $45,000 | Annual director stock grant |
| 2024 Total director compensation | $81,750 | Sum of cash + stock |
Performance Compensation
- Directors do not receive option awards or performance share units; equity component is a fixed-value annual common stock grant. Company prohibits hedging/pledging of company stock for directors.
- No director-level performance metrics disclosed; meeting fees are per-attendance and stock retainer is fixed.
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Public company boards (current) | None disclosed for McKoy; proxy lists non-profit/academic boards only |
| Potential interlocks | Shared PSEG ties with fellow director Kim C. Hanemann (President & COO of PSE&G), indicating network connectivity but no related-party transactions disclosed. |
| Related-party transactions | Company reports no transactions in 2024 where a director/officer immediate family member had a material interest. |
Expertise & Qualifications
- Legal and regulatory expertise in public utilities, governance, ethics/compliance; government affairs experience.
- Senior utility experience (PSEG) with corporate operations exposure.
- Academic and community board service (Hackensack Meridian Medical School; dfree; Boys & Girls Clubs).
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership | 1,991 shares | Sole voting power |
| Shares outstanding (record date) | 17,894,479 | As of March 25, 2025 |
| Ownership as % of outstanding | ~0.011% (calc from 1,991 / 17,894,479) | Individual <1%; all directors/officers as group 1.32% |
| Stock ownership guidelines | Directors must hold ≥3x annual retainer by 5th anniversary; all outside directors met the requirement for 2024. | |
| Hedging/pledging | Prohibited for directors and officers. |
Insider Trades
| Year | Item | Detail |
|---|---|---|
| 2024 | Section 16 compliance (late filings) | Company noted late Form 4 filings for the CEO and former Chairman; no late filings noted for McKoy. |
Governance Assessment
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Strengths: Independent director with deep legal/regulatory acumen and utility sector experience; active committee service (Audit; Corporate Governance & Nominating); robust board-wide attendance and engagement; clear director ownership guidelines met; prohibitions on hedging/pledging support alignment.
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Compensation mix: Balanced cash/equity retainer; no options; equity retainer fosters long-term alignment; meeting fees tied to attendance.
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Conflicts/related-party exposure: No related-party transactions disclosed for 2024; independence affirmed under Nasdaq rules.
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Potential network considerations: Shared PSEG affiliation with another director (Hanemann) suggests industry network connectivity; no disclosed transactions or committee interlocks indicating conflict.
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Engagement signal: Designated proxy holder for the 2025 Annual Meeting, reflecting board trust and involvement in shareholder processes.
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RED FLAGS: None disclosed regarding related-party transactions, hedging/pledging, or attendance; no director-specific pay anomalies identified in 2024.