Justine Vogel
About Justine Vogel
Justine Vogel (age 56) has served as an independent director of Unitil since January 2019 and is currently Chair of the Audit Committee and a member of the Executive Committee. She is President and CEO of The RiverWoods Group (a not‑for‑profit continuing care retirement community system) and is a Certified Public Accountant (New Jersey). Her prior roles include audit/technical accounting at Arthur Andersen, Ernst & Young, and Chubb Life; she also holds governance roles at Caring Communities (vice chair; Governance Committee) and LeadingAge (Treasurer). Her current Unitil board term (Class III) runs through 2027.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RiverWoods Exeter | COO → CEO | 2005–2011 | Led operations then served as CEO of the community prior to leading the parent org. |
| Arthur Andersen; Ernst & Young; Chubb Life | Audit/Technical Accounting | Early career | Built accounting/audit expertise foundational to Audit Chair role. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The RiverWoods Group | President & CEO | 2011–present | Senior leadership of nonprofit CCRC parent organization. |
| Caring Communities (reciprocal RRG) | Vice Chair; Governance Committee member | Current | Risk/governance oversight for senior living providers. |
| LeadingAge (national association) | Treasurer, Board of Directors | Current | National industry governance and finance oversight. |
| City Year NH (prior) | Director | until 2019 | Nonprofit board service. |
| LeadingAge Maine & New Hampshire (prior) | Director | until 2017 | Regional nonprofit board service. |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Affirmed independent by Board on January 29, 2025. |
| Committees | Audit (Chair); Executive. |
| Financial Expert | Identified as Audit Committee financial expert; Audit Committee all independent. |
| Meetings/Attendance (2024) | Board held 4 meetings; committees held 15 in aggregate; overall attendance 99%; no director attended less than 75%. Board held 4 executive sessions led by the Lead Director. |
| Executive Committee | Member (independent); committee met 1 time in 2024; charter reviewed Jan 29, 2025. |
| Audit Committee | Member and Chair; committee met 4 times in 2024; charter reviewed Oct 29, 2024. |
| Term/Class | Class III; current term ends 2027. |
| Other Public Company Directorships | None. |
Board Attendance & Meetings (2024)
| Metric | Value |
|---|---|
| Board meetings held | 4 |
| Committee meetings held (aggregate) | 15 |
| Board attendance rate | 99% |
| Directors <75% attendance | 0 |
| Executive sessions held | 4 (Lead Director presided) |
| Audit Committee meetings | 4 |
| Executive Committee meetings | 1 |
Fixed Compensation (Director 2024)
| Component | Amount |
|---|---|
| Fees Earned or Paid in Cash | $89,500 |
| Stock Awards (grant-date fair value) | $94,952 (1,582 common shares) |
| Option Awards | — (none) |
| Non-Equity Incentive Plan Comp | — (none) |
| Change in Pension/Nonqualified Def. Comp | — (not eligible) |
| All Other Compensation | $672 (dividends/dividend equivalents) |
| Total 2024 | $185,124 |
Notes:
- Stock awards are the equity component of the annual retainer; for 2024 the equity retainer was sized at $95,000, delivered as common shares or RSUs at director election; shares/RSUs were 100% vested on grant, RSUs settle 70% stock/30% cash on separation.
- Directors do not receive options or non‑equity incentive plan compensation.
2025 Structure Change (Board‑wide):
- Annual cash retainer increased to $80,000 and annual stock‑based retainer to $115,000 effective January 1, 2025.
Performance Compensation
| Item | Status/Details |
|---|---|
| Performance‑based annual incentives | Not applicable—non‑employee directors do not participate. |
| Stock options | None for non‑employee directors. |
| RSU performance metrics | Not applicable—director RSUs are retainer equity, 100% vested at grant, settle at separation (70% stock/30% cash). |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None. |
| Compensation committee interlocks (Unitil disclosure) | None requiring disclosure under Item 404; no cross‑board interlocks involving Unitil executives. |
Expertise & Qualifications
- CPA (New Jersey); extensive audit/financial reporting background; designated Audit Committee financial expert.
- Skills matrix highlights: Accounting, C‑Suite, Finance, Governance, Strategic Planning.
Equity Ownership
| Holder | Common Stock | RSUs | % of Class |
|---|---|---|---|
| Justine Vogel | 9,699 | — | * (<1%) |
Ownership Alignment Policies:
- Director ownership guideline: 3x annual cash retainer; as of Jan 1, 2025 requirement = $240,000; Ms. Vogel meets the guideline.
- Mandatory holding: Directors must hold all company equity granted until retirement or separation; RSUs settle 70% stock/30% cash upon separation.
- Prohibition on hedging and pledging of company stock applies to directors.
Related Party Transactions, Conflicts, and Policies
| Topic | Disclosure |
|---|---|
| Related person transactions (2024; 2025 proposed) | None requiring disclosure; Audit Committee oversees policy and approvals. |
| Insider Trading Policy | New formal policy effective Nov 1, 2024; applies to directors and families; included as 10‑K exhibit. |
| Anti‑hedging/pledging | Hedging and pledging prohibited for directors. |
Say‑on‑Pay & Shareholder Feedback (Signal for Governance)
| Year | Say‑on‑Pay Approval |
|---|---|
| 2024 | 97% approval (advisory). |
Governance Assessment
-
Strengths
- Independent Audit Chair with CPA/audit background and designated financial expert status; committee fully independent; Audit met regularly (4x in 2024). These factors enhance financial reporting oversight.
- High board engagement culture (99% attendance; executive sessions each meeting cycle).
- Strong alignment policies: meaningful stock ownership requirement (met by Ms. Vogel), mandatory equity holding to separation, and prohibition on hedging/pledging.
- No related‑party transactions disclosed; no comp‑committee interlocks—reduces conflict risk.
- Director pay structure primarily retainer‑based (cash + equity), no options or performance plans—limits risk incentives and favors oversight independence.
-
Watch items
- Director pay was increased for 2025 (cash to $80k; equity to $115k) from below‑market levels; while justified versus the 25th percentile peer benchmark, investors should monitor total board pay trajectory versus performance and scope.
- Ms. Vogel’s primary executive role is at a nonprofit outside the utility sector—low risk of commercial conflicts but continue monitoring for any intersecting services; company reports no related person transactions.
-
Overall view: Governance posture appears solid with an independent, financially sophisticated Audit Chair, robust attendance, conservative director pay design, strong ownership/anti‑hedging policies, and no related‑party red flags—factors supportive of investor confidence.