Jane Lewis-Raymond
About Jane Lewis-Raymond
Independent director at Unitil Corporation (UTL) since October 2024; age 58. She is principal of Hilltop Strategies (since July 2019) and a former senior utility executive and attorney with governance, cybersecurity, data privacy, safety, ESG, and regulatory expertise. Current UTL committee assignment: Compensation. She also serves on the board of Southwest Gas Holdings, Inc.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hilltop Strategies | Principal | Jul 2019–present | Strategic consulting; expertise in governance, cybersecurity, data privacy, safety, ESG programs |
| Parker Poe Adams & Bernstein | Partner (corporate and energy groups) | Mar 2017–Jul 2019 | Legal practice in corporate/energy |
| Piedmont Natural Gas Company (Duke Energy subsidiary) | SVP & Chief Legal, Compliance & External Relations Officer | 2006–2016 | C-suite utility executive leadership |
| American Gas Association | VP of Regulatory Affairs | 2004–2006 | Industry/regulatory leadership in gas utilities |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Southwest Gas Holdings, Inc. | Director | Current | Public company directorship (other board) |
Board Governance
- Independence: Affirmed independent by the Board on January 29, 2025; all Audit, Compensation, and Nominating & Governance members must be independent under NYSE rules. She meets the Board’s independence standard.
- Committee assignments: Compensation Committee member. Joined October 30, 2024; consequently did not attend meetings prior to her appointment in 2024 (not counted as absences).
- Attendance: 2024 Board attendance was 99% with no director below 75% of aggregate meetings; Board held 4 meetings and committees held 15.
- Executive sessions: Board’s non‑employee directors met in executive session 4 times in 2024; Lead Independent Director Michael B. Green presided.
- Election outcome (confidence signal): Elected at April 30, 2025 annual meeting with votes For 12,531,434.33; Withheld 255,394.84; Broker non‑vote 1,672,967.00; Uncast 2,131.92.
Fixed Compensation
Program structure and 2024–2025 levels for non‑employee directors:
- Annual cash retainer (2024): paid quarterly; committee member and chair retainers also paid quarterly. Amount for 2024 cash retainer not explicitly stated in proxy text.
- Annual equity retainer (2024): $95,000 in common stock or RSUs at director election; 1,582 shares/RSUs issued based on 10/1/2024 close.
- 2025 adjustments (effective Jan 1, 2025): annual cash retainer increased to $80,000; annual equity retainer increased to $115,000 to target 25th percentile of peer group.
- Meeting fees: Executive Committee $1,500 per meeting; special Board meetings $2,000 (none held in 2024).
- Pension Committee (non‑standing): member retainer $7,000; chair retainer $16,000.
- Director compensation benchmarking: Committee targets 25th percentile; 2024 review used Main Data Group; 2025 review based on Willis Towers 2024 Compensation Analysis.
Director-specific 2024 compensation (prorated service from Oct 30–Dec 31, 2024):
| Metric | 2024 |
|---|---|
| Fees Earned or Paid in Cash | $12,024 |
| Stock Awards (Grant-date fair value) | $15,854 |
| Total | $27,997 |
| Equity form details | 281 shares of common stock (prorated from annual program) |
Notes
- No option awards; directors (other than the CEO as an employee) did not participate in non‑equity incentive plans.
- RSUs or shares used for equity retainer are under the Third Amended Stock Plan.
Performance Compensation
- Directors’ equity retainer has no performance metrics; RSUs (if elected) vest 100% at grant and settle after separation (70% stock/30% cash); dividend equivalents on RSUs accrue to settlement. | Component | Performance Metrics | Vesting | Settlement | Source | |---|---|---|---|---| | Annual equity retainer (RSUs or shares) | None (time‑based retainer) | 100% at grant | Upon separation; 70% stock/30% cash; dividend equivalents accrue | |
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Current public company boards | Southwest Gas Holdings, Inc. |
| Compensation committee interlocks | None; no member of UTL’s Compensation Committee has relationships requiring Item 404 disclosure; no reciprocal executive/comp committee interlocks reported. |
| Related person transactions | Company reports none requiring disclosure in 2024; none currently proposed for 2025. |
Expertise & Qualifications
- Skills matrix attributes: C‑Suite; Environment/Sustainability; Governance; IT/Cybersecurity; Labor/Human Capital; Legal & Public Policy (Attorney); Marketing/Customer Service; Risk Oversight; Strategic Planning; Utility Operations/Regulation.
Equity Ownership
Ownership alignment and policies:
- Director stock ownership guideline: 3x current annual cash retainer; calculated each January 1; as of Jan 1, 2025 requirement equals $240,000 in value. New directors have 4 years to comply; applies to Ms. Lewis‑Raymond. All equity from the Company must be held until separation; no waivers granted to date.
- Anti‑hedging/pledging: Board and executive officers prohibited from hedging or pledging Unitil stock. Formal Insider Trading Policy effective Nov 1, 2024.
Beneficial ownership (proxy record date) and recent Form 4s:
| Date/Source | Common Shares | RSUs | Percent of Class | Notes |
|---|---|---|---|---|
| Proxy Record Date (see Beneficial Ownership table) | 281 | — | * | As disclosed for “Jane Lewis‑Raymond” |
| Form 4 (filed 2024‑11‑07; txn 2024‑11‑05) | +281 shares | — | — | Initial equity via common stock; price $56.42 |
| Form 4 (filed 2025‑10‑03; txn 2025‑10‑01) | — | +2,435 RSUs | — | Award; post‑txn ownership 2,435 (RSUs) |
Recent insider transactions (Form 4)
| Transaction Date | Filing Date | Type | Security | Quantity | Price | Post‑Txn Owned | Link |
|---|---|---|---|---|---|---|---|
| 2025‑10‑01 | 2025‑10‑03 | Award | RSUs | 2,435 | $0.00 | 2,435 | https://www.sec.gov/Archives/edgar/data/755001/000119312525229598/0001193125-25-229598-index.htm |
| 2024‑11‑05 | 2024‑11‑07 | Award | Common stock | 281 | $56.42 | 281 | https://www.sec.gov/Archives/edgar/data/755001/000095017024122907/0000950170-24-122907-index.htm |
| 2024‑10‑30 | 2024‑11‑01 | Initial | Form 3 | — | — | — | https://www.sec.gov/Archives/edgar/data/755001/000095017024119852/0000950170-24-119852-index.htm |
Governance Assessment
- Board effectiveness and independence: Newly added independent director with deep utility regulatory and legal experience; independence affirmed January 29, 2025. Compensation Committee placement aligns her legal/regulatory skill set with oversight of incentives and pay outcomes.
- Engagement/attendance: She joined October 30, 2024; Board attendance overall was 99% in 2024, and the proxy clarifies she did not attend earlier Compensation Committee meetings due to the appointment date. No director fell below 75%.
- Ownership alignment: Strong director holding and retention policy (3x cash retainer; $240,000 requirement as of Jan 1, 2025; four‑year compliance window). RSU settlement upon separation fosters long‑term alignment; hedging/pledging prohibited.
- Director compensation structure: Mix of cash and equity with 2025 increases to $80,000 cash and $115,000 equity to move toward 25th percentile competitiveness; no options; limited meeting fees; equity is time‑based (not performance‑based).
- Shareholder sentiment: “Say‑on‑pay” advisory vote passed with 11,582,110.70 For vs 1,138,441.43 Against and 68,408.96 Abstain; her own director election received 12,531,434.33 For vs 255,394.84 Withheld (broker non‑votes 1,672,967.00; uncast 2,131.92).
- Conflicts and related‑party exposure: Company reports no Related Person Transactions requiring disclosure for 2024 and none proposed for 2025; Compensation Committee members (including Ms. Lewis‑Raymond) reported no relationships requiring Item 404 disclosure; no compensation committee interlocks.
- RED FLAGS: None observed in disclosures. No related‑party transactions, no hedging/pledging allowed, and high board attendance mitigate governance risk.
Director Compensation (program snapshot)
| Element | 2024 | 2025 (effective Jan 1) | Notes |
|---|---|---|---|
| Annual cash retainer | Not specified in proxy text | $80,000 | Paid quarterly; committee member/chair retainers additional |
| Annual equity retainer | $95,000 | $115,000 | Shares or RSUs; based on 10/1 price; 1,582 shares/RSUs issued for 2024 |
| Exec Committee fee (per meeting) | $1,500 | $1,500 | No standing cash retainer for Executive Committee |
| Special Board meeting fee | $2,000 | $2,000 | None held in 2024 |
| Pension Committee (non‑standing) | $7,000 member; $16,000 chair | Same | Applies if appointed |
Say‑on‑Pay & Shareholder Feedback
| Item | For | Against | Abstain | Broker Non‑Vote |
|---|---|---|---|---|
| 2025 Advisory vote on NEO compensation | 11,582,110.70 | 1,138,441.43 | 68,408.96 | 1,672,967.00 |
Committee Participation Detail (2024 context)
| Committee | Member | Independent | 2024 Meetings | Notes |
|---|---|---|---|---|
| Compensation | Yes | Yes | 2 | Joined Oct 30, 2024; did not attend Jan 30, Apr 30, Jul 30, Oct 29 meetings held before appointment |
Additional Policies and Controls
- Insider Trading Policy: Formal policy effective Nov 1, 2024; administered by the Board; included as exhibit to 2024 Form 10‑K.
- Prohibition on hedging/pledging for directors and executive officers.
- Resignation policy: Directors receiving >50% withhold in uncontested elections must tender resignation for Board consideration.
Appendix: Election Vote Detail (April 30, 2025)
| Director | For | Withheld | Broker Non‑Vote | Uncast |
|---|---|---|---|---|
| Jane Lewis‑Raymond | 12,531,434.33 | 255,394.84 | 1,672,967.00 | 2,131.92 |
| Anne L. Alonzo | 12,507,272.32 | 281,688.77 | 1,672,967.00 | 0 |
| Katherine Kountze | 12,561,847.83 | 227,113.26 | 1,672,967.00 | 0 |
| David A. Whiteley | 11,974,519.05 | 814,442.04 | 1,672,967.00 | 0 |