Walter Reinhard
About Walter G. Reinhard
Walter G. Reinhard, age 79, is an independent director of Middlesex Water Company (MSEX) serving since 2002 and the Board’s Lead Director since May 2020 . He is a retired partner of Norris McLaughlin, P.A. (1984–2014), with over 40 years of legal experience in administrative, environmental, and regulatory law involving public utilities; he holds a B.A. from the University of Pennsylvania and a J.D. from Penn State’s Dickinson School of Law . His board credentials emphasize legal and regulatory expertise, board governance, and public utilities specialization .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Norris McLaughlin, P.A. | Partner (administrative, environmental, regulatory law involving public utilities) | 1984–2014 (retired Dec 31, 2014) | Regulatory advocacy before NJ BPU and NJ DEP; legal/regulatory expertise brought to MSEX Board |
| NJ State Bar Association, Public Utility Law Section | Chair | 1988–1989 | Leadership within utility law community; policy and standards shaping |
| AWWA – NJ Chapter, Water Utility Council | Member | Not disclosed | Sector knowledge and utility governance engagement |
| National Association of Water Companies – NJ Chapter | Member | Not disclosed | Industry networking and policy participation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Fanwood-Scotch Plains YMCA | Trustee | Not disclosed | Community and non-profit engagement |
Board Governance
- Independence: Reinhard is an independent director under Nasdaq standards; only the CEO and (former) Chairman were non-independent in 2024 .
- Lead Independent Director: Serves as Lead Director; responsibilities include advising on meeting schedules and agendas, presiding over executive sessions, calling meetings of independent directors, and shareholder availability .
- Committees:
- Corporate Governance & Nominating Committee: Chair; 4 meetings held in 2024; all members independent .
- Pension Committee: Member; 5 meetings held in 2024; all members independent .
- Ad Hoc Pricing Committee: Ex officio; 0 meetings held in 2024 .
- Board/Committee Attendance: In 2024, Board held 7 meetings and committees held 14 meetings; minimum 99% director attendance; all directors at the May 2024 annual meeting attended .
- Risk Oversight: Corporate Governance & Nominating Committee has core risk oversight responsibilities; Board plays integral role in risk and strategy .
Fixed Compensation
- Fee Schedule (Outside Directors, 2024):
- Annual retainer: $75,000 (cash $30,000 contingent on attendance; stock $45,000) .
- Lead Director fee: $5,000 .
- Committee Chair fees: Audit $7,500; Compensation $5,000; all other chairs (e.g., Corporate Governance & Nominating) $2,500 .
- Committee meeting fees: $750 per meeting attended .
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Fees earned or paid in cash | 52,500 | Includes cash retainer, Lead Director fee, chair fee(s), and meeting fees |
| Common stock (annual grant) | 45,000 | Annual director equity component |
| Total compensation | 97,500 | Sum of cash and stock |
- Stock Ownership Guidelines: Directors must hold common stock valued at least 3× annual retainer by the fifth anniversary; all outside directors met the requirement in 2024 . Prohibitions against hedging and borrowing against Company stock are in place .
Performance Compensation
- No director performance-based compensation disclosed (no RSU/PSU performance metrics, options, or bonus metrics for directors; director equity is fixed-value common stock grants) .
| Metric | Status |
|---|---|
| Performance metrics tied to director pay (e.g., TSR, EBITDA, ESG) | Not disclosed for directors |
| Options (strike, vesting) | Not disclosed for directors |
| Clawback on director equity | Policy focuses on NEOs; director grants are fixed value; company prohibits repricing/buyouts of unvested restricted stock |
Other Directorships & Interlocks
- Public company directorships: None disclosed for Reinhard in proxy biographical section .
- Non-profit roles: Trustee at Fanwood-Scotch Plains YMCA .
- Interlocks: No related-party or compensation committee interlocks involving Reinhard disclosed; 2024 Compensation Committee members were independent and not officers/employees .
Expertise & Qualifications
- Core expertise: Legal and regulatory knowledge; governance leadership; specialized knowledge in public utilities; law practice experience; community/non-profit engagement .
- Education: B.A., University of Pennsylvania; J.D., Penn State’s Dickinson School of Law .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | As-of Date |
|---|---|---|---|
| Walter G. Reinhard | 6,351 | <1% (each director <1%; directors/officers as group 1.32%) | March 25, 2025 |
- Ownership alignment: Meets director stock ownership guideline; all outside directors compliant for 2024 .
- Pledging/Hedging: Company prohibits hedging and borrowing against company stock .
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Shares | Price ($) | Post-Transaction Holdings | Link |
|---|---|---|---|---|---|---|
| 2025-05-29 | 2025-05-28 | Sale | 702 | 57.3703 | 0 | |
| 2025-04-01 | 2025-04-01 | Award (director grant) | 702 | 64.10 | 702 | |
| 2025-03-11 | 2025-03-11 | Sale | 300 | 64.41 | 6,351 | |
| 2024-08-27 | 2024-08-27 | Sale | 432 | 61.96 | 6,719 | |
| 2024-08-27 | 2024-08-27 | Sale | 68 | 61.91 | 6,651 | |
| 2024-05-23 | 2024-05-22 | Sale | 857 | 57.16 | 0 | |
| 2024-04-02 | 2024-04-01 | Award (director grant) | 857 | 52.50 | 857 | |
| 2023-06-05 | 2023-06-01 | Sale | 576 | 79.80 | 0 | |
| 2023-04-04 | 2023-03-31 | Award (director grant) | 576 | 78.12 | 576 |
Note: Awards each April reflect annual director stock grants; subsequent book-entry sales appear to liquidate the grant portions; beneficial ownership as of 3/25/2025 is 6,351 shares .
Governance Assessment
- Board effectiveness: Reinhard’s legal/regulatory depth and Lead Director role support robust board process quality and independent oversight, including executive sessions and agenda-setting influence .
- Committee leadership: As Chair of Corporate Governance & Nominating, he oversees board composition, director compensation recommendations, succession planning, and sustainability oversight; regular meetings (4 in 2024) indicate engagement .
- Independence/attendance: Independent under Nasdaq rules; board and committee attendance at 99% minimum in 2024 signals high engagement .
- Compensation alignment: Director pay mix balances cash retainers with equity ($45k fixed-value common stock), supported by stock ownership requirements (≥3× retainer), with prohibitions on hedging/borrowing; all outside directors compliant in 2024 .
- Related-party/conflicts: Company disclosed no 2024 transactions involving immediate family of directors/officers; Audit Committee reviews related-party matters and whistleblower complaints .
- RED FLAGS:
- None material disclosed regarding related-party transactions, hedging/pledging, or attendance shortfalls .
- Pattern of periodic sales following director stock grants is typical; no indication of pledging or speculative hedging and Form 4 records above.
References: