Katherine Kountze
About Katherine Kountze
Katherine Kountze, age 62, is a Class I director nominee at Unitil Corporation, expected to begin service in 2025 if elected; the Board has affirmed she would be independent under NYSE standards . She is currently Chief Information Officer at Bose Corporation (since April 2022) and brings deep cybersecurity, utility operations/regulation, and risk oversight expertise from prior senior IT leadership roles at Eversource Energy and The United Illuminating Company .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bose Corporation | Chief Information Officer | Apr 2022–present | Consumer technology CIO overseeing data and cybersecurity programs |
| DentaQuest | EVP & Chief Information Officer | Feb 2021–Mar 2022 | Led IT for benefits administration; brief transformation role |
| Eversource Energy | SVP & Chief Information Officer | 2010–Jan 2022 | Utility CIO across CT/MA/NH; oversight of operations, regulation, risk |
| The United Illuminating Company (Avangrid subsidiary) | VP & CIO; prior senior information/data security roles | 2001–2010 (CIO 2007–2010) | Built utility-grade IT/security capabilities |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Bombardier Recreational Products (BRP Inc.) | Director | Current | Audit Committee member |
| The Children’s Place | Director | 2021–2024 | Not specified |
Board Governance
- Status: Director nominee; not yet assigned to Unitil board committees .
- Independence: Board confirmed she would be independent (Jan 29, 2025) .
- Class/Term: Class I nominee for a three-year term starting 2025 if elected .
- Attendance: 2024 aggregate board attendance was 99%; Kountze was not yet on the board in 2024 .
- Ownership & Retention Policy: Directors must hold stock worth 3x annual cash retainer; requirement calculated at $240,000 as of Jan 1, 2025; new directors have 4 years to comply; equity must be held until separation .
- Insider policies: Prohibition on hedging/pledging; updated Insider Trading Policy effective Nov 1, 2024 .
Fixed Compensation
Directors’ compensation structure (for non-employee directors):
| Component | Amount/Detail | Notes |
|---|---|---|
| Annual equity retainer | $95,000; settled as shares or RSUs | Number of shares/RSUs = $95,000 ÷ closing price on Oct 1, 2024; resulted in 1,582 shares/RSUs for 2024 grants |
| RSU settlement mechanics | 70% stock / 30% cash upon separation; 100% vested at grant | RSUs not transferable before settlement; dividend equivalents accrue as additional RSUs |
| Annual cash retainer | Paid quarterly (amount not disclosed) | Standard cash retainer for board service |
| Committee retainers | Paid quarterly (amounts not disclosed) | For Audit, Compensation, Nominating & Governance |
| Executive Committee meeting fee | $1,500 per meeting | No separate cash retainer for Exec Committee |
| Special board meeting fee | $2,000 per special meeting | No special meetings in 2024 |
| Pension Committee retainer | $7,000 member; $16,000 chair | Non-standing committee; employees not paid separately |
| Options | None | Company does not grant options/SARs to directors |
Note: Kountze was not a Unitil director in 2024; her compensation will follow the above policy if elected .
Performance Compensation
| Element | Disclosure |
|---|---|
| Performance-based incentives for directors | None; directors did not receive non-equity incentive awards or options |
Other Directorships & Interlocks
| Company | Relationship to Unitil | Interlock/Conflict Notes |
|---|---|---|
| BRP Inc. | Unrelated consumer recreational vehicles manufacturer | No Unitil related-party transactions disclosed for 2024/2025; no compensation committee interlocks |
| The Children’s Place | Prior board service | No Unitil related-party transactions disclosed |
Expertise & Qualifications
- Core skills: Accounting, finance, governance, risk oversight, strategic planning, information technology/cybersecurity, utility operations/regulation; C‑suite leadership experience .
- Selection process: Independent search led by Preng & Associates; skills targeted included utility expertise, public board experience, M&A/advanced energy technologies; diversity objectives met; Board approved nomination in Jan 2025 .
Equity Ownership
| Holder | Common Shares | RSUs | % of Class | Notes |
|---|---|---|---|---|
| Katherine Kountze | — | — | * | Nominee had no reported Unitil holdings as of Feb 21, 2025 record date |
| Pledging/Hedging | — | — | — | No shares held by any director/officer have been pledged; hedging/pledging prohibited |
| Ownership guideline | — | — | — | Must reach $240,000 in value (3x cash retainer); four years from first shareholder election to comply |
Governance Assessment
-
Positives:
- Independence confirmed; no related-party transactions requiring disclosure, and no compensation committee interlocks—supports board objectivity and investor confidence .
- Significant utility CIO background and cybersecurity oversight expertise align with Unitil’s full‑board cybersecurity oversight and ERM focus—improves board effectiveness in a key risk area .
- Strong director ownership and retention policy (3x cash retainer; mandatory hold until separation) and anti‑hedging/pledging policy enhance long-term alignment .
-
Watch items:
- As a new nominee, she held no Unitil shares as of the record date; while typical for nominees, monitor progress toward the $240,000 ownership guideline over the 4‑year compliance window (RED FLAG if slow to build stake) .
- Concurrent CIO role at Bose implies substantial time commitments; ensure sustained attendance and engagement once appointed (board expects high attendance; aggregate was 99% in 2024) .
-
Shareholder sentiment backdrop:
- Unitil’s 2024 say‑on‑pay support was 97%, reflecting broader investor confidence in compensation governance; provides a constructive environment for new independent directors .