Thomas Meissner, Jr.
About Thomas Meissner, Jr.
Thomas P. Meissner, Jr., age 62, is Chairman of the Board and Chief Executive Officer of Unitil Corporation (UTL), roles he has held since April 2018 after joining Unitil in 1994 and serving as COO from 2005–2018 and in multiple senior operating roles prior to that . Under his leadership, Unitil reported record 2024 EPS of $2.93 and net income of $47.1 million, completed the acquisition of Bangor Natural Gas Company, and increased the annualized dividend to $1.80 for 2025; operationally, the company achieved top-quartile electric reliability and leading gas emergency response performance in 2024 . Over 2020–2024, an initial $100 investment in Unitil grew to $102.83 versus $137.73 for the S&P 500 Utilities Index; management and the compensation committee emphasize EPS, ROE, and book value growth rather than TSR as primary pay metrics for a small-cap regulated T&D utility .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Unitil Corporation | Chairman & CEO | 2018–present | Sets strategy; combined Chair/CEO structure; lead independent director in place . |
| Unitil Corporation | President | 2018–2023 | Oversaw corporate administration and operations . |
| Unitil Corporation | SVP & COO | 2005–2018 | Led operations during significant modernization and reliability initiatives . |
| Unitil Corporation | SVP, Operations | 2003–2005 | Directed electric and gas operations . |
| Unitil Corporation | Director of Engineering | 1998–2003 | Engineering leadership underpinning system integrity and safety . |
| Unitil / Pre-Unitil Career | Engineering/Operations at PSNH (Eversource predecessor) | Pre-1994 | Regulated utility operations experience . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Edison Electric Institute | Director | Since 2018 | Industry leadership body for electric utilities . |
| American Gas Association | Director | Since 2022 | Industry leadership body for gas utilities . |
Fixed Compensation
- 2024 base salary: $712,025; 2024 target annual cash incentive (MIP) for CEO: 65% of base; actual 2024 MIP payout was 112% of target, equating to $518,354 .
- 2024 total compensation mix: Salary 27.7% of SCT total; performance-based compensation 47.0% of SCT total (cash incentive plus grant-date value of equity) .
Multi-year compensation summary (SCT-reported):
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive ($) | Change in Pension/SERP ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2022 | 645,214 | — | 521,564 | — | 321,477 | 1,488,255 |
| 2023 | 678,119 | 706,961 | 515,709 | 567,527 | 157,574 | 2,625,890 |
| 2024 | 712,025 | 690,759 | 518,354 | 492,404 | 158,490 | 2,572,032 |
Notes:
- 2024 “All Other Comp” includes a tax adjustment on time-restricted shares that became taxable due to retirement eligibility, plus dividends on unvested restricted shares, vehicle allowance, and benefit contributions .
- Base salary increases from 2023 to 2024: +5.00% for Mr. Meissner, reflecting merit and market positioning .
Performance Compensation
Short-term incentive (MIP) metrics, goals, and 2024 results:
| Metric | Weight | Threshold | Target | Maximum | 2024 Result | Factor | Weighted Factor |
|---|---|---|---|---|---|---|---|
| Earnings per Share | 40% | $2.81 | $2.96 | $3.11 | $2.97 (incl. +$0.04 adj. for Bangor transaction costs; actual $2.93) | 1.03 | 41% |
| Gas Safety (≤30 min response) | 10% | 84% | 86% | 88% | 90.83% | 1.50 | 15% |
| Electric Reliability (SAIDI) | 10% | 186 min | 129 min | 90 min | 85.20 min | 1.50 | 15% |
| Customer Satisfaction | 10% | 79% | 84% | 89% | 90% | 1.50 | 15% |
| Distribution Cost per Customer (Electric) | 15% | $355 | $339 | $324 | $344.12 | 0.85 | 13% |
| Distribution Cost per Customer (Gas) | 15% | $523 | $502 | $481 | $508.89 | 0.84 | 13% |
| Total | 100% | — | — | — | — | — | 112% payout to target |
Long-term incentive (LTIP) structure:
- 2024 equity grant for CEO: 14,100 shares split 50% Performance Restricted Shares (PRS) and 50% Time Restricted Shares (TRS); grant-date price $48.99 (1/30/2024) .
- TRS vest 25% annually over 4 years; PRS vest at the end of a 3-year period (2024–2026) based on two equally-weighted goals: three-year average ROE and three-year average growth in book value per share; PRS vesting ranges from 25% at minimum to 75% at maximum per metric, with linear interpolation and potential “Additional Shares” above 100% total if performance exceeds targets .
- 2024 equity “multiplier” by role (for award sizing): CEO 135% (of grade midpoint-based formula) .
Policy features affecting incentives and selling pressure:
- Hold-until-separation stock retention policy for all NEOs; CEO ownership guideline = 4x base salary; hedging and pledging are prohibited .
- No stock options outstanding; equity awards are restricted stock (time- and performance-vested) granted on a scheduled cycle, not timed to MNPI .
- Clawback policy compliant with SEC/NYSE rules: 3-year lookback for erroneously awarded performance-based compensation in case of restatement .
Equity Ownership & Alignment
Beneficial ownership (as of record date Feb 21, 2025):
- Common stock owned by Mr. Meissner: 132,150 shares (includes 2,645 shares in 401(k) and 40,309 unvested restricted stock); <1% of shares outstanding .
- No shares pledged by any director or executive officer; hedging/pledging transactions prohibited .
Outstanding unvested equity and vesting schedule (12/31/2024):
| Grant Cohort | Unvested Shares | Market Value (@$54.19) | Vesting Schedule |
|---|---|---|---|
| 2021 grant (TRS) | 2,158 | $116,915 | Final 25% vested Jan 27, 2025 . |
| 2022 grant (TRS) | 6,925 | $375,266 | 25% vested Jan 27, 2025; final 25% vests Jan 25, 2026 . |
| 2023 grant (PRS+TRS) | 11,935 | $646,758 | TRS: 25% vested Jan 24, 2025; next 25% Jan 24, 2026 and Jan 24, 2027. PRS: vests Jan 24, 2026 based on 3-year goals (2023–2025) . |
| 2024 grant (PRS+TRS) | 14,100 | $764,079 | TRS: 25% vested Jan 30, 2025; next 25% Jan 24, 2026; Jan 24, 2027; Jan 24, 2028. PRS: vests Jan 30, 2027 based on 3-year goals (2024–2026) . |
Ownership and retention policies:
- CEO ownership guideline: 4x base salary; as of the proxy date all current NEOs met stock ownership requirements except the recently appointed CFO (has until May 2027) .
- Executives must hold all equity until retirement or separation; Board has not granted any waivers .
Employment Terms
- Employment Agreement: renewed April 25, 2024 through April 25, 2027; if terminated without cause or for good reason (no change-in-control), cash severance equals present value of 24 months of base salary plus two annual bonuses (average of prior two), plus present value of two years of medical/dental/life insurance; no tax gross-ups; 12-month non-compete, non-solicit, and confidentiality covenants .
- Change-of-Control (CoC) protection: two-year double-trigger agreements; no excise tax gross-up; on CoC with adverse employment action, benefits include cash severance (two years’ base and target bonus), added pension/SERP service credit, continued benefits for two years, and accelerated vesting of all restricted stock .
Estimated present value of CEO benefits as of 12/31/2024:
| Scenario | Key Components | Estimated Total ($) |
|---|---|---|
| Termination without cause / good reason (no CoC) | Cash severance (24 months base + 2 bonus equivalents), 2-year benefits continuation | 2,501,037 . |
| Retirement (with or without CoC) | Accelerated vesting of unvested time-based RS; PRS vest pro-rata at period end | 1,533,469 (equity acceleration value) . |
| CoC with adverse employment action | Cash severance $2,396,480; additional pension/SERP $334,798; 401(k) $19,783; benefits $57,878; equity acceleration $1,533,469 | 4,342,408 . |
Retirement benefits:
- Present value of accumulated benefits (12/31/2024): Retirement Plan $1,525,079; SERP $4,965,099; 30 credited years under each plan; SERP closed to new entrants and designed to provide 60% of final average earnings offset by other retirement sources; Mr. Meissner is eligible for early retirement .
Board Governance (Board Service, Committees, Dual-Role Implications)
- Board service history: Director since 2018; currently Chairman of the Board; member of the Executive Committee .
- Dual-role implications: The Board maintains a combined Chair/CEO structure for a regulated utility, mitigated by a Lead Independent Director (Michael B. Green) with a defined charter (executive sessions, agenda-setting, evaluation oversight); all other directors are independent under NYSE standards .
- Board process/quality: Board and committees held 19 meetings in 2024 with 99% attendance; four executive sessions of independent directors; strong independence affirmation as of Jan 29, 2025 .
- Director compensation: As an employee director, Mr. Meissner receives no separate board compensation; non-employee director retainers and equity are set by the Nominating & Governance Committee .
Compensation Structure Analysis
- Pay-for-performance alignment: 2024 payout (112% of target) reflected above-target EPS (with disclosed Bangor transaction cost adjustment) and maximum outcomes on safety/reliability/customer metrics; cost-per-customer metrics moderated payout; CEO “at risk” share ~47% of SCT total (cash + equity grant value) .
- Shift to performance equity: LTIP effective January 2023 added performance shares with equal weighting on three-year average ROE and book value per share growth—metrics directly tied to regulated utility value creation versus share-price beta (TSR) .
- Market positioning/peer benchmarking: Overall comp targets the national market median; CEO/CFO targets are tested against the 25th percentile of a regulated-utility proxy peer set (2019 and updated 2024 peer groups) to ensure competitiveness without overreach; Willis Towers Watson retained as independent advisor (no conflicts) .
- Shareholder feedback: 2024 Say-on-Pay approval was 97%; committee highlights governance features (no tax gross-ups, clawback, ownership/retention, anti-hedging/pledging) .
Related Party Transactions and Risk Indicators
- Related party transactions: None requiring disclosure in 2024; procedures overseen by the Audit Committee .
- Risk controls: Clawback policy; anti-hedging/pledging; hold-until-separation equity; no stock options or repricing; strong committee independence; robust ERM and cybersecurity oversight at board level .
Investment Implications
- Alignment and retention: High ownership/retention requirements (4x salary; hold-until-separation) reduce near-term insider selling pressure and align the CEO with long-term ROE and book value growth; hedging/pledging prohibitions reinforce alignment .
- Performance thresholding: 2024 incentives rewarded operational excellence and EPS resilience, but PRS vesting in 2026–2027 remains contingent on three-year ROE and book value growth; underperformance versus targets would reduce realized LTI .
- Governance balance: Combined Chair/CEO structure is tempered by a strong Lead Independent Director and a majority-independent board with high attendance and executive sessions, mitigating typical independence concerns .
- Payout protections and deal economics: Double-trigger CoC and absence of tax gross-ups reduce shareholder-unfriendly outcomes; however, in a sale, total change-in-control benefits (including equity acceleration and added pension credits) would be material ($4.34 million as of 12/31/2024) and should be considered in transaction modeling .
- Track record signal: Record 2024 EPS and dividend growth alongside operational outperformance are positives; five-year TSR lag versus the utilities index highlights the importance of executing the regulated growth plan and achieving ROE/book value targets embedded in the LTIP .