Winfield Brown
About Winfield S. Brown
Winfield S. Brown, age 58, has served on Unitil’s Board since January 2020 (Class II; term ends 2026). He is currently President of St. Mary’s Health System and Senior Vice President of Covenant Health (Lewiston, ME); prior roles include interim CEO of Mt. Ascutney Hospital and Health Center (Dartmouth Health), and President/CEO of Heywood Healthcare and Heywood Hospital. Brown is a Fellow of the American College of Healthcare Executives and is affirmed as an independent director by the Board (January 29, 2025) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| St. Mary’s Health System / Covenant Health | President; SVP | Current | Senior operational leadership |
| Mt. Ascutney Hospital & Health Center (Dartmouth Health) | Interim CEO | Jul 2023 – Sep 2024 | Turnaround/interim leadership |
| Heywood Healthcare | President & CEO | Jan 2013 – Jun 2023 | Led non-profit system (MA) |
| Heywood Hospital | President & CEO | 2011 – 2013 | Hospital leadership |
| Lowell General Hospital | Vice President, Administration | Prior to 2011 | Hospital administration |
| Northern Berkshire Healthcare | Vice President, Marketing/Planning/Development | Prior to 2011 | Strategy/marketing |
| St. Mary’s Foundation – St. Mary’s Health System | Executive Director & Vice President | Prior to 2011 | Philanthropy leadership |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Massachusetts Hospital Association | Board Member | Until Jun 2023 |
| United Way of North Central Massachusetts | Board Member | Until Oct 2023 |
| Boys & Girls Club of Fitchburg & Leominster | Board Member & Chair | Until Sep 2023 |
| Fidelity Cooperative Bank | Board Member | Until Mar 2025 |
| Public Company Boards | — | None |
Board Governance
- Committee memberships and chair roles: Chair, Compensation Committee; Member, Executive Committee; Member, Nominating & Governance Committee .
- Independence: Board affirmed Brown’s independence on January 29, 2025 (NYSE standards) .
- Attendance and engagement: 2024 Board attendance was 99%; no director attended less than 75% of Board/committee meetings; ten directors attended the Annual Meeting .
- Executive sessions: Board met in executive session four times in 2024 (presided by Lead Director Michael B. Green) .
- Leadership structure context: Combined Chair/CEO (Meissner) with a Lead Independent Director (Green) framework .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Cash fees | $89,500 | Includes Board and committee retainers; Executive Committee meeting fee is $1,500 per meeting |
| Stock award (grant-date FV) | $94,952 | Equity retainer paid in common stock or RSUs (director election); RSUs calculated from $95,000 policy divided by 10/1/2024 price |
| Other compensation (dividends/equivalents) | $672 | Dividend equivalents on RSUs or dividends on stock |
| Total (2024) | $185,124 | Sum of components |
Director Retainer Structure Changes (effective 1/1/2025):
- Annual cash retainer increased to $80,000; annual stock-based retainer increased to $115,000 for Board service (peer benchmarking to 25th percentile) .
RSU mechanics (Directors):
- RSUs are 100% vested at grant; settlement occurs upon separation (70% stock / 30% cash); no voting rights prior to settlement; dividend equivalents accrue .
Performance Compensation
Brown, as Compensation Committee Chair, oversees executive incentive design and outcomes. Unitil’s 2024 Management Incentive Plan metrics and results:
| Metric (2024) | Threshold | Target | Maximum | Actual | Weight | Factor | Weighted Factor |
|---|---|---|---|---|---|---|---|
| EPS ($) | $2.81 | $2.96 | $3.11 | $2.97 (Committee applied $0.04 discretion to actual $2.93) | 40% | 1.03 | 41% |
| Gas Safety (% within 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% |
| O&M Cost per Customer (Electric) | $355 | $339 | $324 | $344.12 | 15% | 0.85 | 13% |
| O&M Cost per Customer (Gas) | $523 | $502 | $481 | $508.89 | 15% | 0.84 | 13% |
| Total Weighted Performance Factor | — | — | — | — | 100% | — | 112% |
Long-term equity performance metrics (for executives; adopted 2023):
- 50% three-year average ROE; 50% three-year average growth in book value per share (applies to Performance Restricted Shares) .
Compensation Committee interlocks/conflicts:
- No compensation committee interlocks or related-party relationships; advisor Willis Towers Watson engaged; 2024 fees $205,298; no conflicts of interest per COI questionnaire .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Compensation Committee interlocks | None disclosed |
| Related-party transactions | None requiring disclosure in 2024; none proposed for 2025 |
| Public company boards (Brown) | None |
Expertise & Qualifications
- Skills and experience: C-Suite leadership; finance; labor/human capital management; marketing/customer service; risk oversight; strategic planning .
- Professional credential: Fellow of the American College of Healthcare Executives .
Equity Ownership
| Holder | Common Shares | RSUs | % of Class |
|---|---|---|---|
| Winfield S. Brown | 5,288 | 3,619 | <1% |
Ownership alignment policies:
- Directors must own ≥3x annual cash retainer; 2025 requirement equals $240,000; Brown meets guideline; equity must be held until retirement/separation .
- Prohibition on hedging/pledging; no shares pledged by any director or officer .
Governance Assessment
- Strengths: Independent status; Compensation Committee leadership; rigorous multi-metric incentive design aligned to EPS and operations; strong shareholder support for executive pay (97% say-on-pay approval in 2024) . Use of independent compensation consultant; no interlocks/conflicts; robust anti-hedging/pledging and clawback policies .
- Engagement: High Board/committee attendance (99% overall; no director <75%); participation in executive sessions .
- Alignment: Director equity retainer, RSU settlement deferral, and stock ownership guidelines met; beneficial ownership present though <1% of shares outstanding .
- Potential RED FLAGS to monitor:
- Discretionary EPS adjustment (+$0.04) to account for Bangor acquisition costs in 2024 incentive payout—transparent, but discretionary adjustments warrant scrutiny for consistency over time .
- Combined Chair/CEO structure; mitigated by Lead Independent Director and executive sessions, but remains a governance consideration for some investors .
- Director pay uplift in 2025 to address peer benchmarking (cash to $80k; equity to $115k); appropriate benchmarking but monitor overall pay inflation versus performance .
Overall, Brown’s chairmanship of the Compensation Committee and independent status, coupled with strong attendance and policy guardrails (clawback, ownership, anti-hedging), support investor confidence; watch the use of discretion in metrics and the combined Chair/CEO structure .