Mark Collin
About Mark Collin
Independent director since January 2019; age 66; Class II term ends 2026. Former Unitil senior vice president (2003–2019), chief financial officer (2003–March 1, 2019) and treasurer (1998–March 1, 2019); joined Unitil in 1988 after serving as an economist and utility analyst at the New Hampshire Public Utilities Commission. Currently serves on the Audit Committee and is designated a financial expert; other public company boards: none .
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Unitil Corporation | Senior Vice President | 2003–May 1, 2019 | Retired May 1, 2019; long-tenured finance leadership |
| Unitil Corporation | Chief Financial Officer | 2003–Mar 1, 2019 | Stepped down per succession plan ahead of retirement |
| Unitil Corporation | Treasurer | 1998–Mar 1, 2019 | Finance leadership continuity |
| Unitil Corporation | Vice President, Finance | 1995–2003 | Finance oversight |
| New Hampshire Public Utilities Commission | Economist & Utility Analyst | Pre-1988 | Regulatory/economic expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| New Hampshire PBS | Director | Current | Non-profit governance; regional public media |
| Public company boards | — | — | None |
Board Governance
- Independence affirmed January 29, 2025; all committee memberships requiring independence met .
- Committee assignment: Audit Committee member; designated “Financial Expert.” Audit Committee met 4 times in 2024; latest charter review Oct 29, 2024 .
- Attendance: Board held 4 meetings in 2024; aggregate Board attendance 99%; no director below 75%; Audit Committee held 4 meetings .
- Leadership structure: Combined Chair/CEO; Lead Independent Director (Michael B. Green) presides in executive sessions and maintains governance oversight .
- Related person transactions: None requiring disclosure in 2024; none proposed for 2025 .
- Director stock ownership policy: Must hold ≥3× annual cash retainer ($240,000 as of Jan 1, 2025); Collin meets requirement; directors must hold equity until separation; hedging and pledging prohibited .
Fixed Compensation
| Component | 2024 Amount | Detail |
|---|---|---|
| Fees Earned or Paid in Cash | $83,917 | Board/committee retainers and any meeting fees |
| Stock Awards (Equity Retainer) | $94,952 | 1,582 shares of common stock granted Oct 1, 2024 ($95,000 target rounded) |
| All Other Compensation | $254,508 | Retirement Plan ($122,054) and SERP payments ($131,782), plus dividends on 2024 stock award |
| Total | $433,377 | Sum of cash, stock grant fair value, and other comp |
Directors’ pay framework: RSUs vest 100% at grant and settle 70% stock/30% cash upon separation; no option grants; Executive Committee-only meeting fees; equity retainer calculated by dividing approved amount by closing price on grant date . For 2025, annual cash retainer increased to $80,000 and equity retainer to $115,000, enhancing alignment and market competitiveness .
Performance Compensation
| Category | Applies to Directors? | Notes |
|---|---|---|
| Short-term incentive (bonus) | No | Directors do not participate in non-equity incentive plans; only executives do |
| Options/SARs | No | Unitil does not issue options/SARs; no option awards to directors |
| Performance-metric-based equity | No | Director equity is retainer-based (common or RSUs), not tied to performance metrics |
| Clawback policy | Executive only | Executive compensation recovery policy; not applicable to director retainers |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None |
| Private/non-profit boards | New Hampshire PBS (Director) |
| Interlocks with competitors/suppliers/customers | Not disclosed; none in proxy |
Expertise & Qualifications
- Accounting; Finance; Investor Relations; Governance; Risk Oversight; Strategic Planning; Utility Operations/Regulation; C‑Suite experience .
Equity Ownership
| Metric | Value |
|---|---|
| Common shares beneficially owned | 56,402 |
| RSUs held | 0 (not elected; RSUs column blank) |
| Ownership as % of shares outstanding | <1% |
| Compliance with director ownership guideline (≥$240,000) | Meets requirement |
| Pledged or hedged shares | None; hedging/pledging prohibited |
Governance Assessment
- Board effectiveness: Independence affirmed; strong attendance (99% Board), active Audit Committee participation; Collin designated financial expert, supporting high-quality financial oversight .
- Alignment: Meaningful personal ownership (56,402 shares) and compliance with stringent holding requirements; prohibition on hedging/pledging improves investor alignment .
- Compensation structure: Director pay is primarily fixed retainers with equity grants; no performance-linked incentives—reduces pay-for-performance concerns but also limits direct pay alignment with outcomes typical for executives; 2025 retainer increases aim to reach market 25th percentile, with larger equity component signaling alignment emphasis .
- Potential conflicts/related-party exposure: Collin is a retired former CFO receiving Retirement Plan and SERP payments (reported as “All Other Compensation” in director table), but the Board affirmed independence, and no related person transactions were disclosed; he does not serve on the Compensation Committee, mitigating compensation interlock risks .
- Investor confidence signals: 2024 say-on-pay approval of 97% indicates strong shareholder support for compensation governance broadly; combined Chair/CEO structure mitigated by an active Lead Independent Director and executive sessions .
Red Flags
- Former CFO receiving ongoing retirement-related payments while serving on the Audit Committee may warrant monitoring for perceived conflicts; independence affirmed and no 404 transactions disclosed, but continued transparency is advisable .
- Combined Chair/CEO could be viewed as concentration of power; mitigated by Lead Independent Director responsibilities and frequent executive sessions .