David Whiteley
About David A. Whiteley
David A. Whiteley, 68, is an independent director of Unitil Corporation (UTL) and has served on the Board since 2012. He chairs the Nominating & Governance Committee and also serves on the Compensation and Executive Committees, bringing C‑suite, finance, strategic planning, and utility operations/regulatory expertise to the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Whiteley BPS Planning Ventures LLC | Owner | 2009–present | Private consulting in utility planning, operations, and management |
| Eastern Interconnection Planning Collaborative | Executive Director | 2011–2018 | Led regional planning collaboration across the Eastern Interconnection |
| North American Electric Reliability Corporation (NERC) | Executive Vice President | 2007–2009 | Senior leadership at electricity reliability organization |
| Ameren Corporation (and predecessor Union Electric) | SVP – Energy Delivery Services; SVP – Energy Delivery; earlier roles | 1978–2007 | Senior operating executive overseeing energy delivery functions |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Public company boards | — | None | No current other public company directorships |
| Whiteley BPS Planning Ventures LLC | Owner | Current | Private consulting firm |
Board Governance
- Independence: Affirmed independent by the Board’s January 29, 2025 review; all standing members except the CEO were deemed independent, including Mr. Whiteley .
- Committees and chair roles: Chair, Nominating & Governance; Member, Compensation; Member, Executive .
- Attendance and engagement (2024): Board attendance reached 99% overall; no director was below 75% and only one director missed one meeting . Committee meetings in 2024 for Mr. Whiteley: Compensation (6), Nominating & Governance (4), Executive (1) .
- Board leadership structure: Combined Chair/CEO role with a Lead Independent Director (Michael B. Green) to strengthen independent oversight .
- Retirement policy: Directors generally may not stand for re‑election after age 75 .
Fixed Compensation
| Component (Director, 2024) | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 89,500 | Cash retainer/committee fees |
| Stock Awards | 94,952 | Annual equity retainer; value equals 1,582 shares at $95,000 grant value; form may be common stock or RSUs per director election |
| Option Awards | — | Directors do not receive option awards |
| Non-Equity Incentive Plan Compensation | — | Not applicable to directors |
| Change in Pension Value/Non‑qualified Def. Comp. Earnings | — | Directors (other than Mr. Collin and the CEO) are not eligible for these plans |
| All Other Compensation | 672 | Dividends/dividend equivalents on director equity |
| Total 2024 Compensation | 185,124 | Sum of components above |
Director equity retainer program: stock awards are granted at $95,000 grant-date value (1,582 shares), in common stock or RSUs at the director’s election; RSUs settle 70% stock / 30% cash at separation from the Board .
Performance Compensation
| Element | Detail |
|---|---|
| Performance-based components | None disclosed for directors; no performance-conditioned equity for directors |
| Options/SARs | None outstanding or issued to directors |
| RSU settlement | RSUs settle 70% stock / 30% cash upon retirement or separation from the Board |
| Hedging/Pledging | Directors are prohibited from hedging or pledging Company stock |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None |
| Compensation Committee interlocks | None; Committee members are not current/former Unitil officers and no interlocking relationships were disclosed |
| Related-party transactions | None requiring disclosure in 2024; none currently proposed for 2025 |
Expertise & Qualifications
- Skill profile: C‑Suite leadership; Finance; Strategic Planning; Utility Operations/Regulation .
- Board role emphasis: Chairing Nominating & Governance positions him at the center of director recruitment, succession planning, governance standards, and evaluation of directors’ compensation policies .
Equity Ownership
| Item | Amount/Status | Notes |
|---|---|---|
| Common Stock Beneficially Owned | 8,598 shares | As of record date (Feb 21, 2025) |
| Restricted Stock Units | 12,082 units | Director RSUs settle 70% stock / 30% cash at separation |
| Ownership as % of Class | <1% | Denoted “*” in proxy table |
| Pledged Shares | None | “No shares held by any Director or executive officer have been pledged” |
| Director ownership guideline | 3× annual cash retainer; $240,000 requirement as of Jan 1, 2025 | Includes RS/RSUs; required to hold all forms of equity until separation |
| Compliance status | Meets guideline | Mr. Whiteley meets the Board’s ownership requirement |
| Hedging/Pledging policy | Prohibited | Applies to all directors and executives |
| Section 16(a) compliance | In compliance | Company reports all officers/directors met filing requirements in 2024–Mar 2025 |
Governance Assessment
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Strengths supporting investor confidence:
- Long-tenured, independent director since 2012 with deep utility operations and reliability credentials (Ameren, NERC; EIPC) and current governance leadership as Nominating & Governance Chair .
- Strong engagement: Board attendance was 99% in 2024; his committees met frequently (Compensation 6; N&G 4; Executive 1), indicating active oversight .
- Alignment and safeguards: Meets robust stock ownership guideline ($240k), holds 8,598 shares and 12,082 RSUs, no pledging, and hedging/pledging prohibited—reducing agency risk .
- Low conflict risk: No related‑party transactions; no compensation committee interlocks .
- Broader shareholder context: 2024 say‑on‑pay approval at 97% underscores general investor support for compensation governance .
-
Watch items:
- Combined Chair/CEO structure can concentrate authority, though mitigated by an established Lead Independent Director role and active committee oversight in which Mr. Whiteley participates .
- Tenure since 2012 contributes experience but warrants continued attention to refreshment; retirement policy limits service beyond age 75, providing a natural refresh mechanism .
Overall, Whiteley’s profile shows high independence, significant utility-sector domain expertise, strong engagement, and solid ownership alignment, with no identified related‑party conflicts—factors generally supportive of board effectiveness and investor confidence .