msex-20260406

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

The Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12

Middlesex Water Company

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.


			Middlesex Water Company 485C Route 1 South Suite 400 Iselin, New Jersey 08830

Dear Valued Shareholders,


			I am pleased to invite you to Middlesex Water Company’s Annual Meeting of Shareholders which will be conducted virtually on Tuesday, May 19, 2026 at 11:00 a.m. EDT. Over the past two years, I have had the privilege to serve as your President and Chief Executive officer and since 2025, as Chair of the Board.
During this period, our leadership team has worked with purpose and discipline to position Middlesex Water for long term success with the development and implementation of our MWC2030 vision. Your engagement and continued support are essential to our success and we value the opportunity to share our progress with you. For 2025, our operating and financial performance remained strong, driven by disciplined execution of our strategic priorities within each of our five pillars: Employee Engagement, Operational Excellence, Customer Experience, Stakeholder Management and Selective and Sustainable Growth. These results underscore the strength of our strategy and our commitment to delivering long-term value to our shareholders.

FINANCIAL HIGHLIGHTS

Our 2025 financial performance reflects the strength of our strategy and the stability of our regulated business model. The Company delivered solid net income of $42.8 million and revenue of $194.7 million while continuing our long-standing commitment to shareholder returns, marked by 53 consecutive years of dividend increases. Diluted earnings per share remained resilient at $2.36, supported by disciplined cost management and prudent capital allocation. We also expanded our regulated footprint, welcoming approximately 3,000 new customers into our company, further strengthening our foundation for sustainable growth.

STRATEGIC INFRASTRUCTURE INVESTMENT

Strategic investment in infrastructure remains at the core of our value proposition. In 2025, the company invested $96.4 million to upgrade, replace and enhance the resiliency of its water and wastewater utility infrastructure. In addition, from 2026 through 2028, we plan to invest approximately $506 million in infrastructure investments, which includes approximately $255 million to install treatment for Perfluoroalkyl Substances at our Carl J. Olsen surface water treatment plant in Edison, New Jersey.

As we look ahead, I want to express my sincere gratitude for your continued confidence in Middlesex Water Company. Your trust enables us to fulfill our mission of delivering safe, reliable, and life-sustaining water and wastewater services to the communities we are privileged to serve. We remain steadfast in our commitment to disciplined execution, long-term value creation, and responsible stewardship—today and for generations to come.

Sincerely,

Nadine Leslie

Chair, President and Chief Executive Officer

April 6, 2026


2026 Proxy Statement			1

Table of Contents


Notice of 202 6 Annual Meeting of Shareholders to be Held on May 19, 2026		4

Proxy Statement Summary		5

General Information		6

	PROPOSAL 1
Election of Directors		9

Nominees for the Board of Directors		11
Directors Not Standing for Election in 2026		13
Director Compensation and Equity Ownership Guidelines		16

Director Compensation		16
Director Compensation Table		16
Director Equity Ownership and Board Attendance		17
Corporate Governance		18

Key Highlights		18
Code of Ethics and Corporate Governance Guidelines		18
Code of Business Conduct		18
Board Structure and Composition		19
Board Composition		20
Board Role in Risk Oversight		21
Board Policies		22
Advance Notice of Business to be Conducted at the Annual Meeting		23
Shareholder Engagement		24
Committees of the Board		24
Audit Committee		25
Compensation Committee		26
Corporate Governance and Nominating Committee		27
Enterprise Risk Committee		29
Pension Committee		30
Corporate Sustainability		31

Environmental Stewardship		31
Social Responsibility		32
Governance		32


Executive Compensation		34

Compensation Discussion and Analysis		34
I. Executive Summary		34
Middlesex Water Background		34
Executive Compensation Program Objectives		34
Highlights of Our 2025 Executive Compensation Program		35
2025 Compensation Mix		35
2025 Performance Highlights		36
Consideration of The Say-On-Pay Vote		36
II. Compensation Philosophy and Objectives		37
III. Compensation Determination Process		39
IV. Compensation Program Components		41
Compensation Committee Report		50
Summary Compensation Table		51
Schedule A – Summary - All Other Compensation		52
Grants of Plan-Based Awards		53
Stock Vested During 2025		53
Outstanding Equity Awards		53
CEO to Median Employee Pay Ratio		54
Potential Payments upon Change in Control		54
Pay for Performance Comparison		56

Pay for Performance Alignment		57
Relationship between Pay and Performance		58
	PROPOSAL 2
Non-Binding Proposal to Approve the Compensation of Our Named Executive Officers		60

Report of the Audit Committee		61

	PROPOSAL 3
Ratification of Appointment by the Audit Committee of the Independent Registered Public Accounting Firm		62

Independent Registered Public Accounting Firm Fees		63
Change in Independent Registered Public Accounting Firm		64
Security Ownership and Other Matters		65

Security Ownership of Directors, Management and Certain Beneficial Owners		65
Section 16(A) Beneficial Ownership Reporting Compliance		65
Other Security Holders		66
Other Matters		66
Electronic Access to Proxy Materials and Annual Reports		66


2			Middlesex Water Company

Table of Contents

CONSERVING NATURAL RESOURCES THROUGH INTERNET AVAILABILITY OF PROXY MATERIALS

This year, we are again using the U.S. Securities and Exchange Commission’s Notice and Access model (“Notice and Access”) which allows delivery of proxy materials via the Internet as the primary means of furnishing proxy materials. We believe Notice and Access provides shareholders with a convenient method to access the proxy materials and vote, reduces the costs of printing and distributing proxy materials, and allows us to conserve natural resources in alignment with our role as an environmental steward.

On or about April 6, 2026, we will mail a Notice of Internet Availability (“NOIA”) of Proxy Materials containing instructions on how to access our Proxy Statement and our 2025 Annual Report online and how to vote via the Internet. The NOIA also contains instructions on how to receive a paper copy of the proxy materials and our 2025 Annual Report to Shareholders.

YOUR VOTE IS IMPORTANT

We urge you to vote using telephone or internet voting, if available to you, or if you received these proxy materials by U.S. mail, by completing, signing, dating and returning the enclosed proxy card promptly. If voting by phone, please call the toll-free number found on your NOIA of Proxy Materials or on your proxy card. To vote via the Internet, please visit the website shown on your NOIA (www.proxyvote.com) before 11:59 p.m. on May 18, 2026 to transmit voting instructions. (Shareholders will need the 12-digit control number from the proxy card or NOIA to view proxy materials at www.proxyvote.com).

Shareholders of record may deliver their vote online during the virtual Annual Meeting by following directions on the Annual Meeting website. Beneficial owners of shares of common stock held in street name through a bank or brokerage account should follow the voting instructions enclosed with their proxy materials.


2026 Proxy Statement			3

Notice of 2026 Annual Meeting of Shareholders
to be Held on May 19, 2026

Dear Shareholder:

You are cordially invited to participate in the Annual Meeting of Shareholders (the “Annual Meeting”) of Middlesex Water Company (“Middlesex” or the “Company”) which will be held on May 19, 2026 at 11:00 a.m. Eastern Daylight Time for the following purposes:

PROPOSAL

To elect one Class II director to serve for a period of two years and three Class III directors to our Board of Directors (the “Board”) to serve for a period of three years and until their successors are elected and qualified.

Class III: Joshua Bershad, M.D., James F. Cosgrove, Jr., Vaughn L. McKoy Class II: Robert Hoglund

PROPOSAL

To approve, by non-binding advisory vote, Named Executive Officers compensation, as described in the accompanying Proxy Statement under Executive Compensation.

PROPOSAL

To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

In addition, we will transact any other business properly presented at the meeting, including any adjournment or postponement by, or at, the direction of the Board.

This Proxy Statement contains important information for you to consider when deciding how to vote on the matters brought before the Annual Meeting. Please read it carefully. You do not need to attend the Annual Meeting in order to vote. The Board recommends that you vote for Proposal 1, for Proposal 2 and for Proposal 3.

This year’s Annual Meeting will be held exclusively via audiocast at www.virtualshareholdermeeting.com/MSEX2026.

We strongly encourage shareholders to vote, and to do so as promptly as possible. The deadline for voting by Internet or phone is before the Annual Meeting at 11:59 p.m. Eastern Daylight Time on Monday, May 18, 2026.

The Board has fixed the close of business on March 24, 2026 as the record date for the determination of shareholders entitled to notice of, and to vote at, the Annual Meeting. Only shareholders of record as of the close of business on March 24, 2026, or their proxy holders, may vote at the Annual Meeting. Please note in the absence of specific instructions as to how to vote, brokers may not vote your shares on the election of Directors or the non-binding proposal regarding the compensation of our Named Executive Officers. This proxy statement is first being provided to our shareholders on or about April 6, 2026.

On behalf of the Board of Directors,

Jay L. Kooper

Vice President, General Counsel and Secretary

Iselin, New Jersey

April 6, 2026

MEETING DATE

May 19, 2026

11:00 a.m. EDT

RECORD DATE

March 24, 2026

LOCATION

Via Webcast

www.VirtualShareholderMeeting.com/MSEX2026

You may vote by
internet in advance.

You are invited to participate in the Annual Meeting via live audiocast. Whether or not you expect to virtually attend the Annual Meeting, please vote on the matters to be considered as promptly as possible in order to ensure your representation at the meeting. You may vote at www.virtualshareholdermeeting.com/MSEX2026 when you enter your 16-digit control number included with the Notice of Internet Availability or proxy card. Instructions on how to attend, participate in, and ask questions at, the Annual Meeting are posted at www.virtualshareholdermeeting.com/MSEX2026. You will be also able to vote your shares while attending the Annual Meeting by following the instructions on the website.

Important Notice Regarding the Availability of Proxy Materials For the Annual Meeting of Shareholders to Be Held on May 19, 2026


4			Middlesex Water Company

Proxy Statement Summary

This summary highlights information contained in further detail elsewhere in this Proxy Statement. It does not contain all of the information you should consider and you should read the entire Proxy Statement carefully before voting. For more complete information regarding the Company’s 2025 performance, please also review the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Annual Meeting of Shareholders



Date and Time: Tuesday, May 19, 2026 at 11:00 a.m. EDT Location: Via virtual webcast at www.virtualshareholdermeeting.com/MSEX2026 Record Date: March 24, 2026 Mail Date: April 6, 2026 Transfer Agent: Broadridge Financial Services, Inc.			Stock Symbol: MSEX Exchange: Nasdaq State of Incorporation: New Jersey Year of Incorporation: 1897 Corporate Website: www.middlesexwater.com Shareholder Service Website: www.shareholder.broadridge.com/middlesexwater

Matters to be Voted Upon

The following table summarizes the proposals to be voted upon at the Annual Meeting and the Board’s voting recommendations with respect to each proposal:

PROPOSAL

Election of Directors

Board vote recommendation

FOR each director nominee

See Page 9

DIRECTOR NOMINEES

Joshua Bershad, M.D., 52

Director Since: 2020

Class III

Independent

James F. Cosgrove Jr., 62

Director Since: 2010

Class III

Independent

Vaughn L. McKoy, 57

Director Since: 2021

Class III

Independent

Robert Hoglund, 64

Director Since: 2026

Class II

Independent

PROPOSAL

Advisory Vote to Approve the Company’s Named Executive Officers Compensation

Board vote

recommendation FOR

See Page 60

PROPOSAL

Ratification of Appointment by the Audit Committee of the Independent Registered Public Accounting Firm

Board vote

recommendation FOR

See Page 62


2026 Proxy Statement			5

General Information

1.What is the purpose of the Annual Meeting?

At the Annual Meeting, shareholders will consider and vote upon three proposals:

•Election of four (4) Directors.

•A non-binding advisory vote to approve Named Executive Officers compensation.

•Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

Shareholders may also vote upon such other matters as may properly come before the Annual Meeting or any adjournment thereof.

2.Why am I receiving these proxy materials?

The Company is furnishing you these proxy materials in connection with the solicitation of proxies on behalf of our Board for use at the Annual Meeting. This Proxy Statement includes information we are required to provide under U.S. Securities and Exchange Commission (“SEC”) rules and is designed to assist you in voting your shares.

3.How can I get electronic access to the proxy materials?

The Notice of Internet Availability (“NOIA”) of Proxy Materials provides you with instructions how to 1) view on the Internet our proxy materials for the Annual Meeting; and 2) instruct us to send proxy materials to you by U.S. mail. The proxy materials are available at www.proxyvote.com.

4.What is a proxy?

A proxy is your legal designation of another person to vote the shares you own. If you designate someone as your proxy or proxy holder in a written document, that document is called a proxy or a proxy card. Directors Kim C. Hanemann and Ann L. Noble have been designated as proxies or proxy holders for the Annual Meeting. Proxies properly executed and received by our Corporate Secretary prior to the Annual Meeting, and not revoked, will be voted in accordance with the terms thereof.

5.How are other proxy materials being furnished?

Under rules adopted by the SEC, we have chosen to furnish our proxy materials to our shareholders over the Internet and to provide a NOIA of Proxy Materials by U.S. mail, rather than mailing the printed proxy materials to all shareholders. As a result, the Company is able to reduce printing and postage costs, as well as minimize adverse impact on the environment. If you receive a NOIA, you will not receive a printed copy of the proxy materials in the mail unless you request them by following the instructions provided in the NOIA. Instead, the NOIA instructs you how to access and review all of the information contained in the Proxy Statement and Annual Report to Shareholders online. The NOIA also explains how you may submit your proxy over the Internet. If you would like to receive a printed copy of our proxy materials, you should follow the instructions in the NOIA. The Company shall pay the costs of solicitation of proxies.

6.Who is entitled to vote at the Annual Meeting?

Shareholders of record at the close of business on March 24, 2026, which we refer to as the Record Date, (the “Record Date”) are entitled to notice of, and to vote at, the Annual Meeting. On the Record Date, there were 18,581,513 shares of Company common stock issued and outstanding, each entitled to one vote. A complete list of shareholders entitled to vote at the Annual Meeting will be available for examination by any shareholder of record at our Principle Executive offices at 485C Route 1 South, Suite 400, Iselin, NJ 08830 for a period of 10 days prior to the Annual Meeting. The list will also be available for examination by any shareholder of record at the Annual Meeting.

7.What is the difference between holding shares as a shareholder of record and as a beneficial owner holding shares in “street name”?

You are a “shareholder of record” if, at the close of business on the Record Date, your shares were registered directly in your name with Broadridge Corporate Issuer Solutions, Inc. (“Broadridge”), our transfer agent. You are a beneficial owner if, at the close of business on the Record Date, your shares were held by a brokerage firm or other nominee and not directly in your name. Being a beneficial owner means that, like most of our shareholders, your shares are held in “street name.” As the beneficial owner, you have the right to direct your broker or nominee how to vote your shares by following the voting instructions your broker or nominee provides.


6			Middlesex Water Company

General Information

8.How will my shares be voted if I do not vote or if I have not provided instructions to my broker?

All shares that have been properly voted, by completing and submitting a proxy card whether by Internet, telephone or U.S. mail, and not revoked, will be voted at the Annual Meeting in accordance with your instructions. If you are a shareholder of record and you do not vote by proxy card, by telephone, via the Internet or in person at the Annual Meeting, your shares will not be voted at the Annual Meeting. If you sign your proxy card but do not give voting instructions, the shares represented by that proxy will be voted as recommended by the Board.

If any other matters are properly presented at the Annual Meeting for consideration and if you have voted your shares by Internet, telephone or U.S. mail, the persons named as proxies in the proxy card will have the discretion to vote on those registered matters for you.

If you are the beneficial owner and you do not direct your broker or nominee how to vote your shares, your broker or nominee may vote your shares on only those proposals for which it has discretion to vote.

Please note that under the rules of the Nasdaq Global Select Stock Market (“Nasdaq”) your bank, broker or other nominee may not vote your shares with respect to matters considered non-routine (Proposals 1 and 2). Proposal 3, the ratification of our auditor, is a routine matter on which brokers and nominees can vote on behalf of their clients if clients do not furnish voting instructions.

9.How many votes must be present to hold the Meeting?

In order for the Annual Meeting to be conducted, a majority of the outstanding shares of common stock as of the record date must be present or represented by proxy at the Annual Meeting. This is referred to as a quorum.

10.What is the vote required for each proposal and what are my voting choices?


Proposal		Vote Required	Broker Discretionary Vote Allowed
1	Election of four Directors	Plurality of votes cast	No
2	Non-Binding Proposal to Approve the Compensation of Our Named Executive Officers	Majority of the shares cast	No
3	Ratification of Appointment by the Audit Committee of the Independent Registered Public Accounting Firm	Majority of the shares cast	Yes

With respect to Proposal 1, the election of four Directors, you may vote FOR ALL, WITHHOLD ALL or FOR ALL EXCEPT and indicate any nominee for which you withhold authority to vote. Directors are elected by a plurality of votes cast by shareholders present in person or represented by proxy at the Annual Meeting, and entitled to vote on the election of Directors. With respect to Proposals 2 and 3, (or any other matter to be voted at the Annual Meeting), you may vote FOR, AGAINST or ABSTAIN. The approval of the non-binding advisory vote regarding the compensation of our Named Executive Officers (Proposal 2) requires that the votes cast in favor of the proposal exceed the number of votes cast against the proposal. The ratification of the appointment by the Audit Committee of PricewaterhouseCoopers LLP (Proposal 3) requires that the votes cast in favor of the ratification exceed the number of votes opposing the ratification.

11.How does the Board recommend I vote?

The Board of Directors recommends that you vote:

•FOR the election of the four Directors nominated by the Board and named in this Proxy Statement;

•FOR the approval, on a non-binding advisory basis, of the compensation of our Named Executive Officers; and

•FOR the ratification of the appointment of PricewaterhouseCoopers LLP, our independent registered public accounting firm, for the fiscal year ending December 31, 2026.

12.How are abstentions and broker non-votes counted?

For purposes of determining the votes cast with respect to any matter presented for consideration at the Annual Meeting, only those votes cast “for” or “against” are considered as shares voted with respect to such matter. As described above, where brokers do not have discretion to vote or did not exercise such discretion, the inability or failure to vote is referred to as a “broker non-vote.” Proxies marked as abstaining, and any proxies returned by brokers as “non-votes” on behalf of shares held in street name because beneficial owners’ discretion has been withheld as to one or more matters to be acted upon at the Annual Meeting, will be treated as present for purposes of determining whether a quorum is present at the Annual Meeting. Broker non-votes and withheld votes will not be included in the vote total for the proposal to elect the nominees for Director and will not affect the outcome of the vote for these proposals. In addition, under New Jersey corporation law, abstentions are not counted as votes cast on a proposal. Therefore, abstentions and broker non-votes will not count either in favor of or against the nonbinding advisory proposal regarding the approval of the compensation of our named Executives and the ratification of the appointment of PricewaterhouseCoopers LLP.


2026 Proxy Statement			7

General Information

May I revoke my proxy or change my vote?

Yes. You may revoke a proxy you have given at any time before it is voted at the Annual Meeting by: (1) submitting to our Corporate Secretary a letter revoking the proxy, which the Secretary must receive prior to the Annual Meeting, or (2) voting at the virtual Annual Meeting. Attendance at the Annual Meeting will not by itself revoke a previously granted proxy, unless you specifically request it. You may change your proxy instructions for shares in “street name” by submitting new voting instructions to your broker or nominee.

13.Who will count the vote?

Votes will be counted by representatives of Broadridge who will tally the votes and certify the results.

14.Who can participate in the Annual Meeting?

All shareholders of record as of the close of business on March 24, 2026 can attend the Annual Meeting via webcast at www.virtualshareholdermeeting.com/MSEX2026.

15.Will there be a management presentation at the Annual Meeting?

Management will give a brief presentation during the meeting and shareholders will be invited to submit questions online.

16.When are shareholder proposals due for the 2027 Annual Meeting?

To be considered for inclusion on our Proxy Statement to be issued in 2027, shareholder proposals must be received at our Executive offices on or before December 11, 2026. In addition, shareholders who intend to solicit proxies in support of Director nominees other than the Company’s nominees must comply with the requirements of SEC Rule 14a-19(b) and deliver any such proxy to our Executive offices on or before March 18, 2027. Shareholder proposals and proxies in support of director nominees should be directed to the Corporate Secretary of Middlesex Water Company, 485C Route 1 South, Suite 400, Iselin, New Jersey 08830-0452.

17.Where can I find the voting results of the Annual Meeting?

We will announce preliminary results at the Annual Meeting. We will issue final results in a press release and in a current report on Form 8-K which we will file with the SEC on or about May 24, 2026.

18.How can I participate in Householding of Annual Meeting Materials?

The SEC rules permit us, with your permission, to deliver a single paper Proxy Statement and Annual Report to any household at which two or more shareholders of record reside at the same address. Each shareholder will continue to receive a separate proxy card. This procedure, known as “householding” reduces the volume of duplicate information and reduces our expenses and environmental impact. Once given, a shareholder’s consent will remain in effect unless and until it is revoked by notifying our Corporate Secretary as described above. If you revoke your consent, we will begin sending you individual copies of future mailings of these documents within 30 days after we receive your revocation notice. Shareholders of record who elect to participate in householding may also request a separate copy of future Proxy Statements and Annual Reports by contacting our Corporate Secretary in writing at Office of the Corporate Secretary, Middlesex Water Company, 485C Route 1 South, Suite 400, Iselin, New Jersey 08830-0452.

Separate Copies for Beneficial Owners

Institutions that hold shares in “Street Name” for two or more beneficial owners with the same address are permitted to deliver a single Proxy Statement and Annual Report to that address. Any such beneficial owner can request a separate paper copy of this Proxy Statement or the Annual Report on Form 10-K by contacting our Corporate Secretary as described above. Beneficial owners with the same address who receive more than one paper Proxy Statement and Annual Report on Form 10-K may request delivery of a single Proxy Statement and Annual Report on Form 10-K by contacting our Corporate Secretary as described above.


8			Middlesex Water Company




PROPOSAL 1

Election of Directors

The Board is elected by shareholders to oversee their interest in the overall success of our business. Board members are divided into three classes with staggered three-year terms. The Corporate Governance & Nominating Committee periodically reviews the efficacy of declassifying the Board. The Board continues to maintain that its present classification structure with three classes of Directors with as nearly equal number of members as practicable, provides for the most effective continuance of the knowledge and experience gained by members of the Board, and that maintaining the current Board classification structure serves the best interests of shareholders.

The present terms of Class III Directors expire at the 2026 Annual Meeting of Shareholders. Upon the recommendation of the Corporate Governance and Nominating Committee, the Board recommends Joshua Bershad, M.D., James F. Cosgrove, Jr., and Vaughn L. McKoy stand for re-election as Class III Directors and that Robert Hoglund stand for election as a Class II Director as he was appointed to the Board after the 2025 Annual Meeting of Shareholders. The Director nominees for election named above are willing to be duly elected and to serve. Directors shall be elected by a plurality of the votes cast at the Annual Meeting. If at the time of the election the nominees listed should be unable to serve, it is the intention of the persons designated as proxies to vote, in their discretion, for other nominees, unless the number of Directors is reduced. There were no nominee recommendations from shareholders or from any group of shareholders submitted in accordance with regulations of the SEC.



			The board of directors unanimously recommends shareholders vote FOR the election of the four director nominees named above.


2026 Proxy Statement			9

PROPOSAL 1: Election of Directors

The Company has ten Directors on its Board. The following Table provides summary information about each Director nominee standing for initial election or re-election to the Board. Additional information for all of our Directors, including the nominees, may be found beginning on page 7.

Name

Age

Director
Since

Independent

Committee Memberships

CGNC

Joshua Bershad, M.D.

Executive Vice President, Physician Services of

RWJBarnabas Health and Chief Medical

Officer of Rutgers Athletics

2020

James F. Cosgrove, Jr.

President of One Water Consulting, LLC

2010

Robert Hoglund

Retired Senior Vice President & Chief

Financial Officer of Consolidated

Edison, Inc.

2026

Vaughn L. McKoy

Partner of the firm of Connell Foley, LLP

2021

AC – Audit Committee

CC – Compensation Committee

CGNC – Corporate Governance & Nominating Committee

ER — Enterprise Risk Committee

PC – Pension Committee

AHPC – Ad Hoc Pricing Committee

l – Chair

¡ – Member

Experience and Skills

Bershad

Cosgrove

Hoglund

McKoy

Executive Leadership, Management, and Governance

Leader of Significant Operations

Public Company Board and Corporate Governance Experience

Accounting and Auditing Expertise

Industry Expertise, Regulatory and Specialized Knowledge in Public Utilities

Strategy and Policy Expertise

Public Service and Government Experience

Legal Expertise and Law Practice Leadership


10			Middlesex Water Company

PROPOSAL 1: Election of Directors

Nominees for the Board of Directors

We set forth information with respect to the business experience, qualifications and affiliations of our Director nominees below. No such director has any transactions, relationships or arrangements not disclosed under Item 404(a) (as required under Item 7(b) of Schedule 14A) that the Board considered under the applicable independence standard in determining that the director is independent. Nor are there any family relationships within the meaning of Item 401(d) between any director, executive officer, or person nominated or chosen by the registrant to become a director or executive officer,

Class III – (Term Expires in 2026)

Joshua Bershad, M.D.




Independent Director since 2020 Age: 52 Board Committees: Audit, Compensation (Chair)			Experience and Qualifications: Dr. Joshua Bershad is Executive Vice President, Physician Services of RWJBarnabas Health and Chief Medical Officer of Rutgers Athletics. In addition to his roles with RWJBarnabas Health and Rutgers Athletics, Dr. Bershad teaches in multiple capacities at Rutgers University, including as Clinical Assistant Professor of Medicine at Rutgers-Robert Wood Johnson Medical School, as Adjunct Clinical Professor at Rutgers-Ernest Mario School of Pharmacy, and as Visiting Lecturer at Rutgers Business School EMBA Program. Previously, he served in multiple senior executive roles within Robert Wood Johnson University Hospital & Health System, including Senior Vice President/Chief Medical Officer and Chair of the Medical Executive Committee. He was the organizer and initial President of RWJ Physician Enterprise, a multispecialty physician group. Dr. Bershad is Chairman of the Board of Directors of Robert Wood Johnson Visiting Nurses. He also is a member of the Board of Trustees of the VNA Health Group. Education: Dr. Bershad attended both Rutgers Medical School and Rutgers Business School where he received his MD and MBA, respectively. He also holds a Bachelor’s degree in Biology/Geology from the State University of New York (SUNY) Binghamton.

Class III – (Term Expires in 2026)

James F. Cosgrove, Jr.




Independent Director since 2010 Age: 62 Board Committees: Compensation, Pension (Chair)			Experience and Qualifications: James F. Cosgrove Jr. is the President of One Water Consulting, LLC, a company providing water resource solutions, strategic planning, and regulatory compliance support to public and private sector entities. Prior to his current position, he served as Vice President and Principal of Kleinfelder, a firm offering consulting in engineering design, environmental analysis, geotechnical engineering, construction management, and remediation to its water, transportation, energy, and other private infrastructure clients throughout the U.S., Canada and Australia. A Professional Engineer licensed in the State of New Jersey, Mr. Cosgrove has nearly 40 years’ experience in the field of environmental engineering and science with extensive background in water quality monitoring/modeling and environmental impact analysis. Mr. Cosgrove formerly served as Principal and Founder of Omni Environmental LLC, an environmental consulting firm based in Princeton, NJ. Mr. Cosgrove’s professional affiliations include the American Society of Civil Engineers, American Water Resources Association, American Water Works Association, National Society of Professional Engineers, and Water Environment Federation, among others. He serves on the Board of Directors of the Association of Environmental Authorities and is a member and past Chair of the New Jersey Clean Water Council. Education: Mr. Cosgrove received a Bachelor’s degree of Science degree in Civil Engineering from Lafayette College and earned his Master of Engineering in Environmental and Water Resource Systems Engineering from Cornell University.


2026 Proxy Statement			11

PROPOSAL 1: Election of Directors

Class III – (Term Expires in 2026)

Vaughn L. McKoy




Independent Director since 2021 Age: 57 Board Committees: Corporate Governance & Nominating, Enterprise Risk, Pension			Experience and Qualifications: Vaughn L. McKoy Esq., is Partner with the firm of Connell Foley, LLP where he specializes in general and commercial litigation, regulatory matters, corporate governance, ethics and compliance and government affairs. His leadership experience includes over 25 years working with federal and state governments, non-profits, law firms and corporations. Mr. McKoy brings to the Middlesex Board over 12 years of experience in various legal and business positions of increasing responsibility at Public Service Enterprise Group (PSEG) New Jersey’s largest utility company, where he completed his tenure as Managing Director and Vice-President. Mr. McKoy serves on the Board of Governors of Hackensack Meridian Medical School. He serves as Vice Chair of the Dfree Global Foundation and on the Corporate Advisory Council of the Boys and Girls Clubs of New Jersey. . Education: Mr. McKoy holds a Bachelor’ degree of Science in administration of justice from Rutgers University. He earned a juris doctorate from Rutgers University’s School of Law and a Master of Business Administration degree from New York University’s Stern School of Business.

Class II – (Term Expires in 2028)

Robert Hoglund




Independent Director since 2026 Age: 64 Board Committees: Audit, Enterprise Risk			Experience and Qualifications: Robert Hoglund is a seasoned executive with over 35 years of experience in financial management and utilities. Before retiring, he served as the Senior Vice President and Chief Financial Officer of Consolidated Edison, Inc.. (“Con Edison”), where he oversaw Con Edison’s accounting, tax, financial planning and analysis, strategic planning, treasury and enterprise risk management functions, and led Con Edison’s mergers and acquisitions efforts. Previously, Mr. Hoglund served as the Head of the North American Power Coverage Group and Managing Director of the Mergers & Acquisitions Department at Citigroup, Inc., where he advised boards of directors on public utility company mergers, acquisitions, divestitures and restructurings. Mr. Hoglund is Chairman of the Board of Directors of the Chamber Music Society of Lincoln Center, a member of the Board of Directors of the Lincoln Center for the Performing Arts, Treasurer and Board member of the Citizens Budget Commission and the Finance Chair of the Orchestra of St. Lukes. Education: Mr. Hoglund holds a Bachelor’s degree of Arts in English, a Juris Doctor degree and a Master of Business Administration from the University of Virginia.


12			Middlesex Water Company

PROPOSAL 1: Election of Directors

Directors Not Standing for Election in 2026

We set forth information with respect to the business experience, qualifications and affiliations of our Directors not standing for election in 2026:

Class III – (Term Expires in 2026)

Walter G. Reinhard




Independent Director since 2002 Age: 80 Board Committees: Corporate Governance & Nominating, Pension			Experience and Qualifications: Walter G. Reinhard served as a partner of the law firm of Norris McLaughlin, P.A. prior to his retirement from the active practice of law and partnership in the firm on December 31, 2014. Mr. Reinhard had been with the firm since 1984 and practiced administrative, environmental and regulatory law involving public utilities. He brings over 40 years of legal experience to the Board including expertise in handling regulatory matters before the New Jersey Board of Public Utilities and the New Jersey Department of Environmental Protection. During his tenure at Norris McLaughlin, Mr. Reinhard’s professional affiliations included the New Jersey State Bar Association and its Public Utility Law Section (Chair, 1988-89), the Water Utility Council of the American Water Works Association, New Jersey Chapter, and the New Jersey Chapter of the National Association of Water Companies. Mr. Reinhard serves as a Trustee of the Fanwood-Scotch Plains YMCA. Education: Mr. Reinhard received his Bachelor’s degree of Arts from the University of Pennsylvania and his Juris Doctor Degree from Pennsylvania State University’s Dickinson School of Law.

Class I – (Term Expires in 2027)

Kim C. Hanemann




Independent Director since 2016 Age: 62 Board Committees: Compensation, Enterprise Risk (Chair)			Experience and Qualifications: Kim C. Hanemann was named President and Chief Operating Officer of Public Service Electric & Gas Company (PSE&G) effective June 30, 2021. PSE&G is one of the largest combined electric and gas companies in the United States and is New Jersey’s oldest and largest publicly owned utility. Previously she had been Senior Vice President and Chief Operating Officer, responsible for PSE&G’s electric, gas and customer operations, as well as the Company’s asset management and centralized services. She also oversaw the on-time, on-scope and on-budget execution of the company’s large construction projects. Prior to being named Chief Operating Officer, Ms. Hanemann held numerous leadership positions in both electric and gas field operations and in utility support operations. Ms. Hanemann is a member of the Board of Directors of the New Jersey Chamber of Commerce and the New Jersey Utilities Association. She was previously a member of the Board of Trustees of Children’s Specialized Hospital. Education: Ms. Hanemann earned her Bachelor’s degree in mechanical engineering from Lehigh University and a Master of Business Administration from Rutgers Graduate School of Management.


2026 Proxy Statement			13

PROPOSAL 1: Election of Directors

Class I – (Term Expires in 2027)

Nadine Leslie




Director since 2024 Age: 63 Chair, Board of Directors			Experience and Qualifications: Ms. Leslie is an accomplished leader with more than 25 years of domestic and international experience in the Water Industry. She was appointed President and CEO of Middlesex effective March 1, 2024. She previously served as Chief Executive Officer of SUEZ North America from 2019 to 2022. In this capacity, she was responsible for overseeing one of North America’s leading environmental companies, with revenues over $1.1 billion, providing water and recycling and recovery services to 6.6 million people in the United States and Canada. The scope of her responsibilities included 15 regulated water utilities, 65 municipal contracts through innovative public-private partnerships and the long-term asset management contracts for water storage facilities, serving more than 4,000 municipal and industrial clients. Ms. Leslie has served on the Boards of Provident Financial Services, Inc. and Provident Bank since June 2021, the Board of Hackensack Meridian Health since July 2020, and the Board of Syensqo SA/NV until July 2025. Education: Ms. Leslie holds a Bachelor’s degree of Science in civil engineering from the Faculte des Sciences in Haiti and completed an internship/scholarship program in urban planning at La Cambre University in Belgium.

Class I – (Term Expires in 2027)

Ann L. Noble




Independent Director since 2019 Age: 64 Board Committees: Audit, Corporate Governance & Nominating (Chair)			Experience and Qualifications: Ann L. Noble is a seasoned business executive with over 30 years of experience in healthcare and insurance. Before retiring, she worked as a Financial Consultant specializing in strategic planning, financial management, and contract negotiation. Previously, she was President and CEO of Qual-Lynx and Vice President of Workers’ Compensation at QualCare, subsidiaries of Cigna Health and Life Insurance Company, where she led a regional claims services and managed care organization for 14 years. Earlier, Ms. Noble served as Vice President of Finance at Robert Wood Johnson University Hospital for a decade, during which she was also on the Board of Directors of QualCare. She spent eight years at Ernst & Young, progressing to Senior Manager in healthcare financial consulting after starting in audit. Since 2014, Ms. Noble has been on the Board of Directors of Manasquan Bank, currently chairing the Strategic Planning Committee. A founding member and Treasurer of the Val Skinner Foundation since 1999, she has helped raise over $10 million for breast cancer initiatives. Education: Ms. Noble graduated from Seton Hall University with a Bachelor’s degree of Science in Accounting and obtained her license as a Certified Public Account in 1987.


14			Middlesex Water Company

PROPOSAL 1: Election of Directors

Class II – (Term Expires in 2028)

Steven M. Klein




Independent Director since 2009 Age: 60 Board Committees: Audit (Chair), Audit Committee Financial Expert, Corporate Governance & Nominating, Pension			Experience and Qualifications: Steven M. Klein serves as Chairman and Chief Executive Officer of Northfield Bancorp, Inc. and its subsidiary, Northfield Bank, with overall management responsibility for these entities. Mr. Klein is also designated as a financial expert on the Audit Committee. Mr. Klein was named to the Board of Directors of Northfield Bancorp Inc. and Northfield Bank in August 2013. Mr. Klein’s background includes serving as an audit partner with the international accounting and auditing firm KPMG LLP. He is a Certified Public Accountant in the State of New Jersey and member of the American Institute of Certified Public Accountants and the New Jersey Society of Certified Public Accountants. He is a board member of the Federal Home Loan Bank of New York, past Chair of the New Jersey Bankers Association and a Board Trustee of the Richmond University Medical Center Education: Mr. Klein earned a Bachelor’s degree of Arts in Business Administration from Montclair State University.

Class II – (Term Expires in 2028)

Amy B. Mansue




Independent Director since 2010 Age: 61 Board Committees: Lead Director, Compensation, Enterprise Risk			Experience and Qualifications: Amy B. Mansue was named Lead Director in May 2025. Ms. Mansue has served as Chief Executive Officer of Inspira Health since August 2020. Previously she worked in the RWJBarnabas Health system for 17 years having served in a variety of roles including: Executive Vice President and Chief Experience Officer of RWJBarnabas Health, RWJBarnabas Health – President of the Southern Region, and President and Chief Executive Officer of Children’s Specialized Hospital. Ms. Mansue’s background includes serving as a staff member on healthcare policy for former New Jersey Governor Jim Florio, serving as a Deputy Commissioner in the New Jersey Department of Human Services and as Deputy Chief of Staff to former New Jersey Governor James McGreevey. She was President of HIP/NJ and Senior VP of Strategy for HIP/ NY. Ms. Mansue serves on the Boards of New Jersey Resources Corporation, the New Jersey Chamber of Commerce, the NJ Hospital Association, Rutgers University Board of Governors and the New Brunswick Development Corporation. Education: Ms. Mansue holds a Bachelor’s degree in social welfare and a Master’s degree in social work, planning and management from the University of Alabama.


2026 Proxy Statement			15

Director Compensation and Equity Ownership Guidelines

Director Compensation

For 2025, the Company compensated each of the Board members who are not employed by the Company (“Outside Directors”) as detailed below. Ms. Leslie, Chair, President, and Chief Executive Officer received no fee or common stock award for her services as a member of the Board or the Boards of the Company’s subsidiaries.


Position	Annual Retainer
Outside Director		$	105,000	(1)
Lead Director		$	20,000
Chair of Audit Committee		$	18,000
Chairs of Compensation Committee and Enterprise Risk Committee		$	15,000
Chairs of Corporate Governance & Nominating Committee and Pension Committee		$	12,000
Audit Committee Member		$	6,000
Committee Members (other than Audit Committee)		$	5,000

(1)The annual retainer of $105,000 consists of a cash compensation component of $60,000, and a common stock compensation component of $45,000.

Director Compensation Table

The following table details Director compensation for 2025.


Name	Fees earned or paid in cash ($)	Common Stock ($)	Total Compensation ($)
Joshua Bershad, M.D.	81,000	45,000