Michael Green
About Michael B. Green
Michael B. Green, age 75, has served on Unitil’s Board since June 2001 and is the Lead Independent Director, bringing deep leadership experience from his prior role as President and CEO of Capital Region Health Care and Concord Hospital (1992–2014) and governance and finance expertise from financial services and insurance boards. He currently serves on Unitil’s Audit Committee (financial expert), Executive Committee (chair), and Nominating & Governance Committee; he was re-appointed Lead Director for 2025 in July 2024. The Board affirmed his independence on January 29, 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Capital Region Health Care & Concord Hospital | President & CEO | 1992–2014 | Led complex healthcare system; strategic oversight and operational leadership |
| Merrimack County Savings Bank | Vice Chairman; Investment & Audit Committees | Until 2022 | Governance, investment oversight, audit discipline |
| New Hampshire Mutual Bancorp | Trustee; Investment & Compensation Committees | Until 2022 | Compensation oversight; investment governance |
| Concord General Mutual Insurance Company | Director | Until March 2019 | Insurance risk and governance |
| Foundation for Healthy Communities | Director | Not disclosed | Community health governance |
External Roles
| Organization | Role | Current/Recent | Notes |
|---|---|---|---|
| Public company boards | — | None | No current public company directorships |
| Regional financial institutions | Trustee/Vice Chair (various) | Ended 2022 | Private institutions; no current RPT conflicts disclosed |
| Non-profit health organizations | Director (various) | Historical | Community governance contributions |
Board Governance
- Independence: The Board affirmed Green’s independence (NYSE 303A.02 criteria) on January 29, 2025 .
- Roles: Lead Independent Director (re-appointed July 2024) and Executive Committee chair; presides over all executive sessions .
- Committees: Audit (financial expert), Executive (chair), Nominating & Governance .
- Attendance: Board held 4 meetings and committees 15; overall Board attendance 99%, with no director below 75% in 2024; Green presided at four executive sessions .
- Governance policies: Directors’ stock ownership (3× annual cash retainer), retention, anti-hedging/pledging, resignation upon >50% withhold, and Related Person Transactions procedures .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $105,500 | Includes Board cash retainer, Lead Director premium, and committee roles (specific fee schedule not itemized) |
| Stock Awards (Equity Retainer) | $94,952 | 1,582 RSUs; grant-date value set at $95,000 divided by 10/1/2024 close, rounded to whole RSUs |
| All Other Compensation | $672 | Dividend equivalents on RSUs/common stock |
| Total 2024 Director Compensation | $201,124 | RSUs 100% vested when granted; settle 70% stock / 30% cash upon separation |
- 2025 framework: Annual cash retainer increased to $80,000 and stock-based retainer to $115,000, effective January 1, 2025 (peer alignment) .
Performance Compensation
- Directors do not receive non-equity incentive plan compensation or options; RSUs are not performance-based and are fully vested at grant, settling at separation (70% shares / 30% cash) .
- Therefore, no performance metrics (TSR, EBITDA, ESG targets) apply to Green’s director compensation .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None |
| Private/financial boards (historic) | NH Mutual Bancorp (Trustee; investment & compensation committees); Merrimack County Savings Bank (Vice Chair; investment & audit); Concord General Mutual Insurance (Director) |
| Related party transactions | No Related Person Transactions requiring disclosure in 2024 or proposed for 2025 |
Expertise & Qualifications
- Skills matrix designations: Accounting; C-Suite; Finance; Governance; Labor/Human Capital; Risk Oversight; Strategic Planning .
- Audit Committee financial expert designation reinforces oversight of reporting and controls .
- Lead Director charter responsibilities include executive session leadership, governance facilitation, and conflict management .
Equity Ownership
| Metric | Amount |
|---|---|
| Common Stock Owned | 5,530 shares |
| Restricted Stock Units | 22,959 RSUs |
| Percent of Class | <1% (asterisk denoted by company) |
| Ownership Guideline Compliance | Meets 3× annual cash retainer requirement (2025 guideline $240,000) |
| Pledging/Hedging | Prohibited; no shares pledged by any Director/officer |
| Settlement Mechanics | RSUs settle at separation: 70% stock / 30% cash; dividend equivalents accrue |
Governance Assessment
- Positive signals: Long-tenured independent Lead Director with strong committee engagement (Audit financial expert; Executive chair); high Board attendance; robust ownership/retention and anti-hedging/pledging policies; no related-party transactions; Section 16(a) compliance .
- Pay alignment: 2025 retainer increases address prior below-market positioning (9th percentile combined cash + equity) and keep Lead Director and committee retainers aligned to 25th percentile; equity retainer increased to $115k .
- Shareholder support: 2024 say‑on‑pay approval was 97%, reflecting confidence in compensation governance practices .
- Potential risks/RED FLAGS: None disclosed regarding related-party transactions, hedging/pledging, option repricing, or low attendance. Continued service on multiple committees and Lead Director responsibilities are workload-intensive but mitigated by Board evaluation processes and executive session leadership .