Daniel Hurstak
About Daniel J. Hurstak
Daniel J. Hurstak is Senior Vice President, Chief Financial Officer & Treasurer of Unitil Corporation, serving since May 2023; previously Chief Accounting Officer & Controller from March 2020 to May 2023, VP Corporate Accounting at Fidelity Investments (2016–2020), and senior manager at PwC (2009–2016) after starting his career at PwC in 2001; he is a CPA in Massachusetts and is 44 years old . Unitil’s 2024 performance backdrop under his finance leadership includes EPS of $2.93 (Board applied a $0.04 discretionary adjustment to EPS for Bangor acquisition costs), Net Income of $47.1 million, and record-setting operational metrics in reliability, safety, and customer satisfaction, providing context for pay-for-performance alignment . Shareholders approved say‑on‑pay at 97% in 2024, signaling broad investor support for executive compensation program design .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Unitil Corporation | Chief Accounting Officer & Controller | Mar 2020 – May 2023 | Oversight of corporate accounting and controls consistent with role responsibilities |
| Fidelity Investments | VP, Corporate Accounting | Jun 2016 – Feb 2020 | Corporate accounting leadership consistent with role description |
| PricewaterhouseCoopers LLP | Senior Manager | Sep 2009 – May 2016 | Audit/assurance management consistent with senior manager role |
| PricewaterhouseCoopers LLP | Associate/Manager (career start) | Sep 2001 – Sep 2009 | Early career in public accounting as disclosed |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 294,353 | 330,746 |
| YoY Base Salary Increase (%) | — | 6.21% |
Performance Compensation
Annual Cash Incentive – 2024 (Management Incentive Plan)
| Item | Detail |
|---|---|
| Target bonus (% of base) | 45% of base salary for CFO |
| Payout factor | 112% of target for 2024 |
| Actual cash award ($) | 166,696 paid Jan 28, 2025 |
2024 short‑term performance metrics, targets, and results:
| Metric | Weight | Threshold | Target | Maximum | Actual | Factor | Weighted Factor |
|---|---|---|---|---|---|---|---|
| Earnings Per Share | 40% | $2.81 | $2.96 | $3.11 | $2.93; +$0.04 Committee adjustment to $2.97 | 1.03 | 41% |
| Gas Safety (≤30 min responses) | 10% | 84% | 86% | 88% | 90.83% | 1.50 | 15% |
| Electric Reliability (SAIDI minutes) | 10% | 186 | 129 | 90 | 85.20 | 1.50 | 15% |
| Customer Satisfaction | 10% | 79% | 84% | 89% | 90% | 1.50 | 15% |
| Cost per Customer – Electric | 15% | $355 | $339 | $324 | $344.12 | 0.85 | 13% |
| Cost per Customer – Gas | 15% | $523 | $502 | $481 | $508.89 | 0.84 | 13% |
| Total | 100% | — | — | — | — | — | 112% |
Long‑Term Equity Incentive – 2024 Grant Design and Vesting
| Award Type | Grant Date | Shares Granted | Vesting | Performance Metrics | Grant‑Date Fair Value ($) |
|---|---|---|---|---|---|
| Performance Restricted Shares (PRS) | Jan 30, 2024 | 2,090 | Vest at end of 3‑year period (Jan 30, 2027) based on ROE and Book Value per Share goals; pro‑rata on death/disability/retirement; full vest on change‑of‑control with adverse employment action | 50% weight: 3‑yr avg ROE; 50% weight: 3‑yr avg growth in book value per share | 102,389 (part of total stock awards) |
| Time Restricted Shares (TRS) | Jan 30, 2024 | 2,090 | Time‑based 25% per year over 4 years; first tranche vested Jan 30, 2025 | n/a | 102,389 (part of total stock awards) |
| Total 2024 Stock Awards | Jan 30, 2024 | 4,180 | As above | As above | 204,778 |
Equity Ownership & Alignment
| Ownership Measure | Amount/Status |
|---|---|
| Common stock beneficially owned | 14,677 shares (direct/401k/other per table) |
| Unvested restricted stock (beneficially owned) | 9,833 shares |
| Shares outstanding (Record Date) | 16,246,135 shares |
| Ownership as % of shares outstanding | ~0.090% (14,677 ÷ 16,246,135) |
| Options outstanding | None; Unitil does not issue options/SARs |
| Pledging/hedging | Prohibited; no shares held by any director or executive officer have been pledged |
| Stock ownership guideline | CFO 3× base salary |
| Guideline compliance status | Not yet met; has until May 2027 to comply |
| Retention requirement | Must hold all equity awards until retirement/separation; no waivers granted |
Outstanding unvested equity by grant year (as of Dec 31, 2024):
| Grant Year | Unvested Shares | Vesting Timeline |
|---|---|---|
| 2021 grant (Time RS) | 275 | Final 25% vested Jan 27, 2025 |
| 2022 grant (Time RS) | 885 | 25% vested Jan 27, 2025; final 25% vests Jan 25, 2026 |
| 2023 grant (50% PRS, 50% TRS) | 1,698 | TRS: 25% per year 2025–2027; PRS: vest Jan 24, 2026 per 3‑yr performance |
| 2024 grant (50% PRS, 50% TRS) | 4,180 | TRS: 25% per year 2025–2028; PRS: vest Jan 30, 2027 per 3‑yr performance |
Dividend/equity treatment: Unvested restricted shares receive non‑preferential quarterly dividends; participants receive tax adjustments on vesting events per plan terms .
Employment Terms
| Provision | CFO (Hurstak) |
|---|---|
| Employment agreement | None disclosed; only CEO has an employment agreement |
| Change‑of‑Control agreement | Double‑trigger; benefits payable only upon CoC plus adverse employment action; no excise tax gross‑up; compliant with 409A |
| Severance economics on CoC with adverse employment action (estimated PV as of 12/31/24) | $984,731 severance (two years’ base + target bonus, PV); $65,944 additional 401(k) match; $34,935 insurance continuation; $328,879 accelerated vesting of unvested equity; total $1,414,499 |
| Equity vesting on CoC without adverse action | Accelerated vesting of unvested Time RS; PRS vest at period end with pro‑rata service; estimated equity value $328,879 |
| Clawback policy | SEC/NYSE‑compliant recovery of erroneously awarded performance‑based comp over 3‑year lookback on restatement |
| Deferred Compensation Plan (2024) | Exec contribution $48,572; company contribution $48,572; earnings $67,912; year‑end balance $400,169 |
Compensation Structure Analysis
| Component | 2023 ($) | 2024 ($) | Observation |
|---|---|---|---|
| Salary | 294,353 | 330,746 | +6.21% merit increase to align with market and performance |
| Non‑equity incentive (cash) | 154,977 | 166,696 | Reflects 112% payout vs target on balanced metrics |
| Stock awards (grant‑date FV) | 100,550 | 204,778 | LTIP shifted to 50/50 PRS/TRS; larger 2024 grant consistent with new LTIP design |
| All other comp | 73,159 | 105,746 | Primarily employer contributions and tax adjustments per plan |
| Total | 661,326 | 875,878 | Mix shows meaningful at‑risk pay via cash and equity (42.4% of SCT total) |
Peer group and target setting: Committee used published survey medians and proxy peer data (25th percentile emphasis for CEO/CFO) to set targets and mix; 2024 comprehensive Willis Towers analysis refreshed benchmarks for 2025+ .
Performance & Track Record
- 2024 financials: EPS $2.93 and Net Income $47.1 million; Board adjusted EPS by $0.04 for Bangor acquisition costs in calculating incentive payouts .
- Operational excellence: SAIDI 85.20 minutes (top quartile), 90.83% gas emergency responses within 30 minutes, and 90% customer satisfaction (ranked #1 in northeast and eastern U.S.) .
- Strategic execution: Completed acquisition of Bangor Natural Gas Company; advanced grid modernization and renewable investment initiatives; accelerated dividend to $1.80 annualized in 2025 from $1.70 in 2024 .
Risk Indicators & Red Flags
- Hedging/pledging prohibited; none of the executives/directors have pledged shares; retention policy requires holding all equity until retirement/separation .
- No related party transactions requiring disclosure in 2024; Audit Committee oversees any potential related person transactions per defined procedure .
- No stock options and no option repricing; equity compensation delivered via restricted stock (PRS/TRS) to reduce risk‑taking incentives .
- Clawback policy compliant with SEC/NYSE for restatement scenarios (three‑year lookback) .
- Say‑on‑pay approval at 97% in 2024 indicates low shareholder controversy over pay design .
Equity Ownership & Alignment Details
| Alignment Mechanism | Detail |
|---|---|
| Ownership guideline | CFO 3× base salary; four‑year window from appointment (May 2023 → May 2027) |
| Current ownership | 14,677 common shares and 9,833 unvested restricted shares; <1% of class; ~0.090% direct common |
| Holding requirement | Must hold all equity until retirement/separation; no waivers granted |
Employment & Contracts
| Aspect | Detail |
|---|---|
| Start date in current role | CFO/Treasurer since May 2023 |
| Non‑compete/solicit | Not specifically disclosed for CFO (CEO agreement contains 12‑month non‑compete/non‑solicit) |
| Auto‑renewal | Not disclosed (applies to CEO employment agreement only) |
| Severance (non‑CoC) | Not disclosed for CFO; CEO has specified severance terms |
Say‑on‑Pay & Shareholder Feedback
| Year | Approval (%) |
|---|---|
| 2024 | 97% advisory approval of NEO compensation |
Investment Implications
- Pay‑for‑performance alignment looks robust: 45% cash target on balanced, utility‑appropriate KPIs with 112% payout, and 50/50 PRS/TRS structure tied to ROE and book value growth—metrics supportive of regulated utility value creation .
- Retention risk appears contained: Double‑trigger CoC without tax gross‑ups and a clear ownership/retention policy; estimated CoC package (~$1.41M) is moderate relative to role scale, discouraging opportunistic exits while preserving shareholder protections .
- Insider selling pressure low: Equity must be held until retirement; hedging/pledging barred; vesting is spread over multi‑year schedules, reducing forced selling to cover taxes via plan design .
- Governance signals positive: Strong say‑on‑pay support, clawback compliance, and no related party transactions reduce headline and governance risk for investors .