Neveen Awad
About Neveen F. Awad
Neveen F. Awad, Ph.D., is an independent director of Unitil Corporation, serving since October 2022 (Class II; term ends 2026). She is a Partner and Managing Director at Boston Consulting Group, leading the Detroit office and specializing in strategic technology innovation; previously an assistant professor at Wayne State University’s School of Business. Awad is age 49, was affirmed independent by the Board on January 29, 2025, and brings governance, cybersecurity/IT, investor relations, and strategic planning expertise to Unitil’s board and compensation oversight.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Boston Consulting Group (BCG) | Partner & Managing Director; leader of the Detroit office | Since 2011 | Strategic technology innovation and public speaking (TED Talks) |
| Wayne State University School of Business | Assistant Professor | Not disclosed | Academic perspective on business and technology |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No current public company board disclosed; none listed in proxy |
Board Governance
| Committee | Role | Chair? | 2024 Meetings Attended | Notes |
|---|---|---|---|---|
| Compensation Committee | Member | No | 6 | Oversees base pay, incentive/equity programs, and award approvals |
| Nominating & Governance Committee | Member | No | 1 | Joined July 31, 2024; did not attend earlier 2024 meetings |
- Independence affirmed by the Board (all members except CEO; Awad included) on Jan 29, 2025 .
- Board-wide attendance was 99% in 2024; no director below 75%; 4 executive sessions held, led by the Lead Director (Michael B. Green) .
- Resignation policy: any director receiving >50% “withhold” in an uncontested election must tender resignation (enhances accountability) .
- No related-person transactions requiring disclosure in 2024; none proposed for 2025 .
Fixed Compensation
| Component (Director) | 2024 Amount (USD) |
|---|---|
| Annual cash fees | $74,917 |
| Stock awards (annual equity retainer) | $94,952 |
| All other compensation (dividends/dividend equivalents) | $672 |
| Total | $170,541 |
| Equity election detail | 1,582 shares of common stock (her 2024 stock award) |
- 2024 equity retainer increased to $95,000; directors could elect common shares or RSUs (RSUs settle 70% stock/30% cash at separation) .
- 2025 retainer approved at $80,000 cash and $115,000 equity (signal of market alignment) .
Performance Compensation
Directors do not receive performance-based pay; however, as a Compensation Committee member, Awad oversees executive pay-for-performance metrics.
2024 Management Incentive Plan metrics (executive cash incentives):
| Metric | Threshold | Target | Maximum | Result | Target Weight | Factor | Weighted Performance Factor |
|---|---|---|---|---|---|---|---|
| Earnings Per Share | $2.81 | $2.96 | $3.11 | $2.97 with a discretionary +$0.04 adjustment (actual EPS $2.93) | 40% | 1.03 | 41% |
| Gas Safety (% odor calls responded ≤30 min) | 84% | 86% | 88% | 90.83% | 10% | 1.50 | 15% |
| Electric Reliability (SAIDI minutes) | 186 | 129 | 90 | 85.20 | 10% | 1.50 | 15% |
| Customer Satisfaction (%) | 79% | 84% | 89% | 90% | 10% | 1.50 | 15% |
| Cost per Customer (Electric) | $355 | $339 | $324 | $344.12 | 15% | 0.85 | 13% |
| Cost per Customer (Gas) | $523 | $502 | $481 | $508.89 | 15% | 0.84 | 13% |
| Total Weighted Performance Factor | — | — | — | — | 100% | — | 112% |
- Executive LTIP (equity) metrics: three-year average ROE and three-year average growth in book value per share (50% each for performance shares) .
Other Directorships & Interlocks
| Category | Status |
|---|---|
| Public company boards | None disclosed |
| Compensation Committee interlocks | None; no member is/was a Unitil officer; no cross-committee interlocks with other companies |
Expertise & Qualifications
- Skills: C-Suite, Governance, IT/Cybersecurity, Investor Relations, Strategic Planning (per Unitil’s Skills Matrix) .
- Diversity: Gender—Female; Race/Ethnicity—Middle Eastern/North African .
- Independence affirmed; free of material relationships per NYSE standards .
- Role experience includes strategic technology innovation leadership and academic background .
Equity Ownership
| Category | Amount | Notes |
|---|---|---|
| Common stock beneficially owned | 3,779 shares | |
| RSUs | — | |
| Percent of class | Less than 1% | |
| Pledged shares | None (no director or officer pledges) |
- Directors’ stock ownership guideline: 3x annual cash retainer; requirement was $240,000 as of Jan 1, 2025; new directors (including Awad) have 4 years from first shareholder election to comply and must hold all forms of equity until separation (no waivers granted) .
- Insider trading controls: New Board-administered Insider Trading Policy effective Nov 1, 2024; anti-hedging and anti-pledging policy applies to directors and executives .
- Section 16 compliance: all required filings met for 2024 through March 2025 .
Governance Assessment
- Board effectiveness and independence: Awad is affirmed independent, actively engaged on Compensation (6 meetings) and Nominating & Governance (joined mid-2024), supporting strong oversight of pay and governance processes .
- Attendance and engagement: Board-wide attendance at 99%, with regular executive sessions and a clear Lead Independent Director structure—signals of robust board process and accountability .
- Pay-for-performance oversight: Executive incentives tied to EPS, reliability, safety, customer satisfaction, and cost efficiency (weighted factor 112%); LTIP focused on ROE and book value growth—generally aligned with utility value drivers; 2024 EPS adjusted +$0.04 for acquisition-related costs (transparent committee discretion) .
- Shareholder alignment: 2024 say-on-pay passed with 97% approval; director retainer adjustments for 2025 move total pay towards competitive levels while maintaining equity mix, enhancing market alignment .
- Conflicts and red flags: No related-party transactions; no compensation committee interlocks; anti-hedging/pledging policy in force; no share pledging; Section 16 compliance—no governance red flags identified .
- Ownership alignment: Awad holds 3,779 shares and is within the four-year guideline compliance window; while current ownership is small (<1%), policy requires and enforces increasing alignment over time via the 3x retainer guideline and holding requirement until separation .
Overall signal: Independent, well-engaged compensation/governance committee member with strong process oversight, clean conflicts profile, and improving director pay alignment; investor confidence supported by high say-on-pay results and robust governance policies.