SUMMARY COMPENSATION TABLE

The following table details compensation earned or accrued by our NEOs forRestricted Stock Plan awards in the threeapplicable year. These awards generally do not vest to the participants until the expiration of five years ended December 31, 2017, 2016 and 2015, respectively.

SCHEDULE A - SUMMARY - ALL OTHER COMPENSATION

The following table details all other compensation earned or accrued for the three years ended December 31, 2020, 2019 and 2018, respectively.

SCHEDULE - A SUMMARY - ALL OTHER COMPENSATION

The following table details

(4)

The benefits available to the NEOs under these programs are also available to all other compensation earned or accrued for the three years ended December 31, 2017, 2016 and 2015, respectively.     Dividends on Restricted Stock Personal Automobile Use (4)  Group Term Life Insurance Premiums (4)  401(K) - Employer Match Spouse Travel Total - All Other Compensation Name and Principal Position Year ($) ($) ($) ($) ($) ($) Dennis W. Doll 2017 43,974 3,264 8,217 9,015 1,414 65,884 Chairman, President and 2016 37,532 2,724 7,755 7,911 1,218 57,140 Chief Executive Officer 2015 27,114 2,724 7,263 9,274 1,016 47,391 A. Bruce O’Connor 2017 15,503 2,964 4,522 9,449 1,193 33,631 Vice President-Treasurer and 2016 14 ,211 2,478 4,261 9,371    720 31,041 Chief Financial Officer 2015 11,129 2,478 3,983 8,805    455 26,850 Richard M. Risoldi 2017 15,238 4,535 6,940 9,449 1,146 37,308 Vice President-Operations 2016   9,182 4,534 6,540 9,335 1,770 31,361 and Chief Operating Officer 2015 10,557 4,534 3,983 8,927    616 28,617 Gerard L. Esposito 2017   5,120 5,499 7,6 21 6,614    482 25,336 President 2016   5,175 5,499 7,621 6,526 1,243 26,064 Tidewater Utilities, Inc. 2015   4,547 4,807 3,960 6,545    212 20,071 Bernadette M. Sohler 2017   6,779 3,985 2,945 7, 241       0 20,950 Vice President 2016   6,230 5,939 2,770 5,243 1,115 21,297 Corporate Affairs 2015   4,892 5,939 2,584 5,928    903 20,246 (4) The benefits available to the NEOs under these programs are also available to all other employeesemployess of the Company. Middlesex Water Company                         23                         2018 Proxy Statement Table of Contents GRANTS OF PLAN-BASED AWARDS* The following table details information relative (5) In addition to grants of plan-based awards to the NEOs under our Restricted Stock Plan during the year ended December 31, 2016. Name Grant Date Stock Awards: Number of Shares or Units (#) Dennis W. Doll 04/3/2017 8,147 A. Bruce O'Connor 04/3/2017 2,660 Richard M. Risoldi 04/3/2017 2,660 Gerard L. Esposito 04/3/2017 805 Bernadette M. Sohler 04/3/2017 1,188 *The Company does not employ the use of stock options. OUTSTANDING EQUITY AWARDS The following table represents outstanding restricted stock awards as of December 31, 2017.   Shares of stock that have not vested Market value of shares of stock that  have not vested Name (#) ($) Dennis W. Doll  50,238  2,004,999   A. Bruce O’Connor  16,803  670,608 Richard M. Risoldi  16,482  657,797 Gerard L. Esposito    5,688  227,008 Bernadette M. Sohler    7,725  308,305 STOCK VESTED DURING 2017* The following table details information regarding the vesting of stock awards as of December 31, 2017.   Stock Awards  Name   Shares Acquired on Vesting (#)   Value Realized on Vesting ($)  Dennis W. Doll   4,128   167,101  A. Bruce O’Connor    2,613   105,774  Richard M. Risoldi    2,629   106,422  Gerard L. Esposito,       651      26,352  Bernadette M. Sohler       641      25,948 *The Company does not employ the use of stock options. PENSION BENEFITS The following table details the present value of accumulated benefits that have accruedemployer matching contributions under the Qualified Defined Benefit PensionCompany’s 401k Plan, (Qualified Plan) and the SERP as of December 31, 2017. Name Plan Years of Credited Service Present Value of Accumulated Benefit ($) Payments During Last Fiscal Year ($) Dennis W. Doll MWC Qualified Plan 13    631,896 —   MWC SERP 13 2,505,139 — A. Bruce O’Connor MWC Qualified Plan 28 1,411,293 —   MWC SERP 28     515,054 — Richard M. Risoldi MWC Qualified Plan 28 1,474,076 —   MWC SERP 28    564,193 — Gerard L. Esposito MWC Qualified Plan 19 1,018,924 —   MWC SERP 19    289,637 — Bernadette M. Sohler MWC Qualified Plan 23   917,402 —   MWC SERP 23 — — Middlesex Water Company                         24                         2018 Proxy Statement Table of Contents All employees, hired before April 1, 2007, including the NEOs, who receive pay for a minimum of 1,000 hours during the calendar year,included in this column are participants incontributions from the Company’s QualifiedDiscretionary Profit Sharing Plan administered through the Company’s 401k Plan. Under the noncontributory Qualified Plan, current service costs are funded annually, as required under Internal Revenue Service guidelines and by the Qualified Plan. The Company’s annual contribution is determined on an actuarial basis. Benefits are measured from the member’s entry date and accrue to normal retirement date or date of early retirement. Benefits are calculated, at normal retirement, at 1.25% of pay up to the employee’s Social Security benefit integration level, plus 1.9% of such excess pay, multiplied by anticipated total years of service to normal retirement date, capped at 35 years of such excess pay, multiplied by years of service achieved and not to exceed number of years of service achieved at normal retirement date of age 65. Average payMr. Kooper is the highest annual average of total pay during any 5 consecutive years within the 10 calendar-year period prior to normal retirement date. The benefit amounts are not subject to any deduction for Social Security benefits or other offset amounts. The benefits under the SERP are described on page 21 of this Proxy Statement. Messrs. Doll, O’Connor, Risoldi and Ms. Sohler are eligible to receive early retirement benefits under the Qualified Plan, only in the event of their retirement. If any of the aforementioned NEOs elected to receive early retirement benefits under the Qualified Plan, such benefits would be at a reduced level on an actuarial basis, as defined under the Qualified Plan for any eligible employee who elects early retirement prior to age 62. With respect to the SERP, if Messrs. Doll, O’Connor and Risoldi are eligible to receive early retirement benefits and if so elected to receive early retirement benefits (defined as retirement prior to age 65 but after age 62) such benefits would be at a reduced level as defined under the SERP. Mr. Esposito is currently of normal retirement age and eligible for unreduced Qualified Plan and SERP benefits in the event of his retirement. No lump sum payment of accumulated retirement benefits is provided under the Qualified Plan or the SERP. Employees hired after March 31, 2007 are notnamed executive officer eligible to participate in the QualifiedDPS Plan but do participate in a defined contribution plan, in lieu of the Qualified Plan, that provides an annual contribution at the discretion of the Company, based upon a percentage of the participants’ compensation. POTENTIAL PAYMENTS UPON CHANGE IN CONTROL The Company has Change in Control Agreements with the NEOs. These agreements generally provide that if the executivesince he is terminated by the Company, other than for death, disability, retirement, Cause (as defined in the agreement), or if the executive resigns for Good Reason (as defined in the agreement) within three (3) years after a Change In Control of the Company, also as defined in the agreement, the executive is entitledineligible to receive, (a) a lump sum severance payment equal to three (3) times the executive’s average annual total eligible compensation, as defined in the agreement for the five (5) years prior to the termination; (b) continued coverage for three (3) years under any health or welfare plan in which the executive and the executive’s dependents were participating; and (c) an additional amount equal to the amount of federal Excise Tax, if any, that is due or determined to be due resulting from the severance payments or any other payments under the agreement. The Company has no non-Change in Control severance arrangements. The Company does not gross-up payments for any other federal or state income or other tax under a Change in Control or, under any other agreement or plan. The benefits under any health or welfare benefit plan could end earlier than three (3) years from the date of termination and would end on the earlier of (i) the date the executive becomes covered by a new employer’s health and welfare benefit plan, or (ii) the date the executive becomes eligible for Medicare. Also, coverage for the executive’s dependents could end earlier than any of these dates if required by the health or welfare benefit plan due to age eligibility. In addition to the benefits to be paid to the executive as noted above, if there is a separation from service under the terms of the Change in Control agreement on or before the third anniversary of the Change in Control, the Company shall pay the executive any deferred compensation, including, but not limited to, deferred bonuses allocated or credited to the executive as of the date of termination. Also, any outstanding restricted stock grants awarded to the executive under the Company’s stock plans, which are not vested on termination, shall immediately vest. A Change in Control may also lead to the payment of benefits to the NEOs and other Executive Officers, who participate in the SERP. Undercompany’s Defined Benefit Plan. Middlesex Water Company     29     2021 Proxy Statement  Table of Contents GRANTS OF PLAN-BASED AWARDS * The following table details information relative to grants of plan-based awards to the NEOs under our Restricted Stock Plan during the year ended December 31, 2020. Name Grant Date Stock Awards: Number of Shares or Units (#) Dennis W. Doll 04/01/2020 5,566 A. Bruce O’Connor 04/01/2020 2,825 Bernadette M. Sohler 04/01/2020 945 Lorrie B. Ginegaw 04/01/2020 943 Jay L. Kooper 04/01/2020 832 *The Company does not employ the use of stock options. STOCK VESTED DURING 2020* The following table details information regarding the vesting of stock awards as of December 31, 2020.   Stock Awards     Name Shares Acquired on Vesting (#) Value Realized on Vesting ($) Dennis W. Doll 12,006 806,923 A. Bruce O’Connor 3,920 263,463 Bernadette M. Sohler 1,751 117,685 Lorrie B. Ginegaw 1,568 105,385 Jay L. Kooper — — *The Company does not employ the use of stock options. OUTSTANDING EQUITY AWARDS The following table represents outstanding unvested restricted stock awards as of December 31, 2020.   Shares of stock that have not vested Market value of shares of stock that have not vested Name (#) ($) Dennis W. Doll 40,563 2,939,601 A. Bruce O’Connor 14,108 1,022,407 Bernadette M. Sohler 5,824 422,065 Jay L. Kooper 5,154 373,510 Lorrie B. Ginegaw 1,189 86,167 PENSION BENEFITS The following table details the present value of accumulated benefits that have accrued under the Qualified Defined Benefit Pension Plan (Qualified Plan) and the SERP as of December 31, 2020. Name Plan Years of Credited Service Present Value of Accumulated Benefit ($) Payments During Last Fiscal Year ($) Dennis W. Doll MWC Qualified Plan 16 1,060,438 —   MWC SERP 16 3,745,504 — A. Bruce O’Connor MWC Qualified Plan 31 2,107,349 —   MWC SERP 31 1,296,671 — Bernadette M. Sohler MWC Qualified Plan 26 1,716,522 —   MWC SERP 26 — — Lorrie B. Ginegaw MWC Qualified Plan 16   668,181 —   MWC SERP 16 — — Jay L. Kooper MWC Qualified Plan 0 — —   MWC SERP 0 — — CEO to Median Employee Pay Ratio We are providing the SERP, if an executive leavesfollowing information regarding the Company’s employ under the terms of a Change In Control agreement within five yearsrelationship of the Change in Control, the executive shall be entitled to receive an annual retirement benefit equal to 75% of the executive’s Compensation (and in some cases, 50% of Compensation) reduced by certain other benefits as more particularly set forth in the SERP. Such annual retirement benefits shall commence within sixty days after the later of (a) the executive’s Normal Retirement Date, or (b) the executive’s retirement or termination of employment with the Company or its successor. Unless the executive elects and receives approval of an alternative form of payment under the SERP, the executive shall receive the annual retirement benefit each year for fifteen years payable in monthly installments. Notwithstanding the foregoing, if an executive leaves the Company’s employ under the terms of a Change In Control agreement, then, at the executive’s sole option, the executive may elect to receive a reduced benefit equal to 75% of the executive’s eligible Compensation (and in some cases, 50% of Compensation) reduced by certain other benefits as prorated and as set forth in the SERP, to commence within 60 days of separation of employment. The following table indicates the potential value the NEOs would receive in connection with termination by the Company within three years after a Change in Control of the Company. All scenarios use December 31, 2017, the last business day of the Company’s most recent fiscal year, as the date for the triggering event set forth in the schedule. Additionally, the potential values to each of the NEOs also include the present value of accumulated benefits under the SERP assuming that each NEO made an election to receive such benefits within sixty days after the executive terminates employment with the Company or its successor. Name   Compensation Paid During Calendar Year 2017 (using definition of “Compensa- tion” under the Agreement)   Termination Before Third Anniversary (1) Dennis W. Doll   $860,742   $5,832,369 A. Bruce O’Connor   $419,436   $2,242,143 Richard M. Risoldi   $421,007   $2,368,917  Gerard L. Esposito   $255,855   $1,127,327 Bernadette M. Sohler   $264,146   $1,155,039 (1) Compensation and other benefits paid following termination on or before the third anniversary of the Change in Control. Middlesex Water Company                         25                         2018 Proxy Statement Table of Contents PROPOSAL 2 NON-BINDING PROPOSAL TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS Section 14A of the Exchange Act, as amended by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or the “Dodd-Frank Act,” enables our shareholders to vote to approve, on an advisory (non-binding) basis, the compensation of our NEOs as disclosed in this Proxy Statement in accordance with the SEC’s rules. As previously disclosed, the Board has determined that it will hold an advisory vote on the compensation of our NEOs on an annual basis. The Compensation of our NEOs is described in the Compensation Discussion and Analysis, the compensation tables and the accompanying narrative on pages 18-26 of this Proxy Statement. The Compensation Committee of the Board of Directors is responsible for making recommendations to the full Board of Directors with respect to the compensation of the NEOs, including the Chief Executive Officer. As part of these duties, the Committee administers the Company’s equity-based incentive compensation plan and conducts an annual performance review of the Chief Executive Officer and, in consultation with the Chief Executive Officer, reviews the performance of the other NEOs. The Board of Directors has ultimate authority to determine the compensation of all NEOs, including the Chief Executive Officer. The overall objectives of the Company’s compensation program are to retain, motivate, and reward employees and officers (including the NEOs) for short- and long-term performance, and to provide competitive compensation to attract appropriate talent to the Company. The methods used to achieve these goals for NEOs are influenced by the compensation and employment practices of our peers and competitors within the utilities industry, and elsewhere in the marketplace, for executive talent. Other considerations include each NEO’s individual performance in achieving both financial and non-financial corporate goals. Based on its review of the total compensation of our NEOs for fiscal year 2017,CEO compared to the Compensation Committee believes that theannual total compensation for each of the NEOs is reasonable and effectively achieves the objective of aligning compensation with performance measures directly related to our financial goals and creation of shareholder value without encouraging NEOs to take unnecessary or excessive risks.median employee.   TheFor fiscal 2020, our last completed fiscal year: • the annual compensation of our CEO, as reported in the Summary Compensation Discussion and Analysis sectionTable included on page 29 of this Proxy Statement, and the accompanying tables and narrative provide a comprehensive review of NEO compensation objectives, program and rationale. We urge you to read this disclosure before voting on this proposal, the approval of which is included as Proposal 2 in this Proxy Statement. This advisory vote is typically referred to as a “say-on-pay” vote.was $1,781,494;   For• the reasons stated above,annual total compensation of our median employee was $73,761; and • the Boardresulting ratio is requesting your non-binding approval24:1. Our pay ratio estimate has been calculated in a manner consistent with Item 402(u) of Regulation S-K using data and assumptions summarized below. To identify our median employee, we first determined our employee population (excluding our CEO) as of the last day of our fiscal year, December 31, 2020 (the Determination Date). We had approximately 348 employees, representing all full-time, part-time, seasonal and temporary workers as of the Determination Date. The number does not include any independent contractors or “leased” workers, as permitted by applicable SEC rules. We then measured our employee population’s total direct compensation in fiscal 2020 for our consistently applied compensation measure based on information from our payroll management systems. This compensation measurement was calculated by totaling, for each employee, their annual W-2 wages, salary, bonuses and perquisites as of the Determination Date and target restricted stock awards granted in fiscal 2020. Once we identified our median employee, we then determined the annual total compensation of NEOs, as disclosed inthis employee. We believe the Compensation Discussion and Analysis,above is a reasonable estimate of the compensation tablesrelationship between the pay of our CEO and the accompanying narrative on pages 17-25pay of our median employee. Middlesex Water Company     30     2021 Proxy Statement  Table of Contents All employees hired before April 1, 2007, including all the NEOs except for Mr. Kooper, who was hired after March 31, 2007, and who receive pay for a minimum of 1,000 hours during the calendar year, are participants in the Company’s Qualified Plan. Under the noncontributory Qualified Plan, current service costs are funded annually, as required under Internal Revenue Service guidelines and by the Qualified Plan. The Company’s annual contribution is determined on an actuarial basis. Benefits are measured from the member’s entry date and accrue to normal retirement date or date of early retirement. Benefits are calculated, at normal retirement, at 1.25% of pay up to the employee’s Social Security benefit integration level, plus 1.9% of such excess pay, multiplied by anticipated total years of service to normal retirement date, capped at 35 years of such excess pay, multiplied by years of service achieved and not to exceed number of years of service achieved at normal retirement date of age 65. Average pay is the highest annual average of total pay during any 5 consecutive years within the 10 calendar-year period prior to normal retirement date. The benefit amounts are not subject to any deduction for Social Security benefits or other offset amounts. The benefits under the SERP are described on page 28 of this Proxy Statement. Messrs. Doll, O’Connor and Ms. Sohler are eligible to receive early retirement benefits under the Qualified Plan, only in the event of their retirement. If any of the aforementioned NEOs elected to receive early retirement benefits under the Qualified Plan, such benefits would be at a reduced level on an actuarial basis, as defined under the Qualified Plan for any eligible employee who elects early retirement prior to age 62. Ms. Ginegaw’s current age and credited years of service preclude her from qualifying for early retirement benefits under the Qualified Plan. With respect to the SERP, if participating NEOs, upon achieving age 62 and ten years of service, elect to receive early retirement benefits (defined as retirement prior to age 65 but after age 62) such benefits would be at a reduced level as defined under the SERP. Mr. Doll and Mr. O’Connor are eligible to receive early retirement benefits under the SERP, only in the event of their retirement. Ms. Sohler’s and Ms. Ginegaw’s current age and credited years of service preclude them from qualifying for early retirement benefits under the SERP. Mr. Kooper is not a participant in the SERP. No lump sum payment of accumulated retirement benefits is provided under the Qualified Plan or the SERP. Employees hired after March 31, 2007 are not eligible to participate in the Qualified Plan, but do participate in a qualified defined contribution plan, in lieu of the Qualified Plan, that provides an annual contribution at the discretion of the Company, based upon a percentage of the participants’ compensation. Mr. Kooper is a participant in the discretionary qualified defined contribution plan. POTENTIAL PAYMENTS UPON CHANGE IN CONTROL The Company has Change in Control Agreements with the NEOs. These agreements generally provide that if the executive is terminated by the Company, other than for death, disability, retirement, Cause (as defined in the agreement), or if the executive resigns for Good Reason (as defined in the agreement) within three (3) years after a Change In Control of the Company, also as defined in the agreement, the executive is entitled to receive, (a) a lump sum severance payment equal to three (3) times the executive’s average annual total eligible compensation, as defined in the agreement, for the five (5) years prior to the termination; (b) continued coverage for three (3) years under any health or welfare plan in which the executive and the executive’s dependents were participating; and (c) an additional amount equal to the amount of federal Excise Tax, if any, that is due or determined to be due resulting from the severance payments or any other payments under the agreement. The Company has no non-Change in Control severance arrangements. The Company does not gross-up payments for any other federal or state income or other tax under a Change in Control or, under any other agreement or plan. The benefits under any health or welfare benefit plan could end earlier than three (3) years from the date of termination and would end on the earlier of (i) the date the executive becomes covered by a new employer’s health and welfare benefit plan, or (ii) the date the executive becomes eligible for Medicare. Also, coverage for the executive’s dependents could end earlier than any of these dates if required by the health or welfare benefit plan due to age eligibility. In addition to the benefits to be paid to the executive as noted above, if there is a separation from service under the terms of the Change in Control agreement on or before the third anniversary of the Change in Control, the Company shall pay the executive any deferred compensation, including, but not limited to, deferred bonuses allocated or credited to the executive as of the date of termination. Also, any outstanding restricted stock grants awarded to the executive under the Company’s stock plans, which are not vested on termination, shall immediately vest. A Change in Control may also lead to the payment of benefits to the NEOs and other Executive Officers, who participate in the SERP. Under the SERP, if an executive leaves the Company’s employ under the terms of a Change In Control agreement within five years of the Change in Control, the executive shall be entitled to receive an annual retirement benefit equal to 75% of the executive’s Compensation (and in some cases, 50% of Compensation) reduced by certain other benefits as more particularly set forth in the SERP. Such annual retirement benefits shall commence within sixty days after the later of (a) the executive’s Normal Retirement Date, or (b) the executive’s retirement or termination of employment with the Company or its successor. Unless the executive elects and receives approval of an alternative form of payment under the SERP, the executive shall receive the annual retirement benefit each year for fifteen years payable in monthly installments. Notwithstanding the foregoing, if an executive leaves the Company’s employ under the terms of a Change In Control agreement, then, at the executive’s sole option, the executive may elect to receive a reduced benefit equal to 75% of the executive’s eligible Compensation (and in some cases, 50% of Compensation) reduced by certain other benefits as prorated and as set forth in the SERP, to commence within 60 days of separation of employment. The following table indicates the potential value the NEOs would receive in connection with termination by the Company within three years after a Change in Control of the Company. All scenarios use December 31, 2020, the last business day of the Company’s most recent fiscal year, as the date for the triggering event set forth in the schedule. Additionally, the potential values to each of the NEOs also include the present value of accumulated benefits under the SERP assuming that each NEO made an election to receive such benefits within sixty days after the executive terminates employment with the Company or its successor.         Name Compensation Paid During Calendar Year 2020 (using definition of “Compensa- tion” under the Agreement) ($)   Termination Before Third Anniversary (1) ($) Dennis W. Doll 942,388 6,955,979 A. Bruce O’Connor 475,957 3,008,386 Bernadette M. Sohler 275,513 1,458,273 Lorrie B. Ginegaw 258,164 1,332,979 Jay L. Kooper 300,810 1,236,811 (1) Compensation and other benefits paid following termination on or before third anniversary of the Change in Control. Middlesex Water Company     31     2021 Proxy Statement  Table of Contents PROPOSAL 2 NON-BINDING PROPOSAL TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS Section 14A of the Exchange Act, as amended by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or the “Dodd-Frank Act,” enables our shareholders to vote to approve, on an advisory (non-binding) basis, the compensation of our NEOs as disclosed in this Proxy Statement in accordance with the SEC’s rules. As previously disclosed, the Board has determined that it will hold an advisory vote on the compensation of our NEOs on an annual basis. The Compensation of our NEOs is described in the Compensation Discussion and Analysis, the compensation tables and the accompanying narrative on pages 22-31 of this Proxy Statement. The Compensation Committee of the Board of Directors is responsible for making recommendations to the full Board of Directors with respect to the compensation of the NEOs, including the Chief Executive Officer. As part of these duties, the Committee administers the Company’s equity-based incentive compensation plan and conducts an annual performance review of the Chief Executive Officer and, in consultation with the Chief Executive Officer, reviews the performance of the other NEOs. The Board of Directors has ultimate authority to determine the compensation of all NEOs, including the Chief Executive Officer. The overall objectives of the Company’s compensation program are to retain, motivate, and reward employees and officers (including the NEOs) for short- and long-term performance, and to provide competitive compensation to attract appropriate talent to the Company. The methods used to achieve these goals for NEOs are influenced by the compensation and employment practices of our peers and competitors within the utilities industry, and elsewhere in the marketplace, for executive talent. Other considerations include each NEO’s individual performance in achieving both financial and non-financial corporate goals. Based on its review of the total compensation of our NEOs for fiscal year 2020, the Compensation Committee believes that the total compensation for each of the NEOs is reasonable and effectively achieves the objective of aligning compensation with performance measures directly related to our financial goals and creation of shareholder value without encouraging NEOs to take unnecessary or excessive risks. The Compensation Discussion and Analysis section of this Proxy Statement and the accompanying tables and narrative provide a comprehensive review of NEO compensation objectives, program and rationale. We urge you to read this disclosure before voting on this proposal, the approval of which is included as Proposal 2 in this Proxy Statement. This advisory vote is typically referred to as a “say-on-pay” vote. For the reasons stated above, the Board is requesting your non-binding approval of the compensation of NEOs, as disclosed in the Compensation Discussion and Analysis, the compensation tables and the accompanying narrative on pages 22-31 of this Proxy Statement.   Your vote on this proposal will be non-binding and will not be construed as overruling a decision by the Board. Your vote will not create or imply any change to fiduciary duties or create or imply any additional fiduciary duties for the Board. However, the Board values the opinions that our shareholders express in their votes and will consider the outcome of the vote when making future executive compensation decisions as it deems appropriate.   THE BOARD RECOMMENDS SHAREHOLDERS VOTE FOR PROPOSAL 2, THE NON-BINDING ADVISORY PROPOSAL APPROVING THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. Middlesex Water Company                         26                         2018 Proxy Statement Table of Contents PROPOSAL 3 Middlesex Water Company     32     2021 Proxy Statement  Table of Contents REPORT OF THE AUDIT COMMITTEE The Audit Committee of the Board of Directors is comprised solely of independent directors. The Committee for the year 2020 was Steven M. Klein, Kim C. Hanemann, Amy B. Mansue and Ann L. Noble. Mr. Klein serves as Audit Committee Chair and is the designated Audit Committee Financial Expert, as defined by the Securities and Exchange Commission (SEC). The Audit Committee operates under a written Charter adopted by the Board of Directors which is reviewed and adopted annually by the Audit Committee and the Board of Directors. The Charter is available on the Company’s website at www.MiddlesexWater.com. Management is responsible for the Company’s consolidated financial statements and internal controls. The Company’s independent accountants, Baker Tilly US, LLP (“Baker Tilly”), are responsible for performing an integrated independent audit of the Company’s annual consolidated financial statements and internal controls over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (PCAOB) (United States) and for issuing a report thereon. The Audit Committee’s responsibility is to oversee the quality and integrity of the Company’s accounting, auditing and financial reporting practices. In this context, the Audit Committee meets periodically with Baker Tilly without management present. Each year, the Audit Committee evaluates and considers the qualifications, audit quality, tenure and independence of Baker Tilly. In doing so, the Audit Committee considers the qualifications of Baker Tilly’s engagement team serving the Company, monitors rotation requirements of the Baker Tilly engagement team and interviews engagement team leadership with each rotation. The Committee also discusses with Baker Tilly the most recent Public Company Accounting Oversight Board (PCAOB) inspection report for their firm. Baker Tilly has served as the Company’s independent registered public accounting firm since 2006. Management represented to the Audit Committee that the Company’s consolidated financial statements were prepared in accordance with generally accepted accounting principles, and the Audit Committee has reviewed and discussed the consolidated audited financial statements with management and Baker Tilly. The Audit Committee discussed with Baker Tilly the matters required to be discussed under the rules adopted by the PCAOB which included:   PROPOSAL TO APPROVE THE 2018 RESTRICTED STOCK PLAN 1. Significant issues with regard to Baker Tilly’s appointment or retention;   The Board of Directors unanimously recommends that 2. Significant risks identified during Baker Tilly’s risk assessment procedures; 3. Significant changes to Baker Tilly’s planned audit strategy or to the stockholders approve the adoptionsignificant risks originally identified; 4. Significant accounting policies and practices and significant unusual transactions; 5. Critical accounting policies and practices; 6. Critical accounting estimates; 7. Baker Tilly’s evaluation of the 2018 Restricted Stock Plan. The Company proposes to issue up to 300,000 shares of Common Stock, No Par Value, through its 2018 Restricted Stock Plan (herinafter the “Plan”). A copyquality of the Plan is attached hereto as Exhibit A. Company’s financial reporting;   The purpose of the Plan is to advance the interests of 8. Other information in documents containing audited financial statements; 9. Difficult or contentious matters for which Baker Tilly was consulted; 10. Management’s consultations with other accountants; 11. Going concern considerations; 12. Uncorrected and corrected misstatements; 13. Material written communications between the Company and its stockholders by providing long-term incentives,Baker Tilly; 14. Significant difficulties encountered in addition to current compensation, to attract and retain certain key executives and other employees ofperforming the Company who have contributed, or are likely to contribute, significantly to the long-term performance and growth of the Company. Among the factors generally considered in determining eligibility for an award under the Plan are (a) Financial Goals, designed to continuously improve shareholder returns; (b) Operational Goals, a focus on training, development, operational excellence and service quality; and (c) Leadership Goals, designed to install a company culture based on ethical behavior, mutual respect, open and honest communications and continued improvement and accountability of performance. The Plan is to be administered by the Compensation Committee of the Company’s Board of Directors. This Committee shall have the general administrative authority concerning the Plan and shall have the exclusive power to select the officers and other employees to be granted awards under the Plan. The Plan is similar to its predecessor, the 2008 Plan, which by its terms, shares may not be awarded beyond March 31, 2018.audit. Baker Tilly discussed with the Audit Committee their evaluation of critical audit matters under the PCAOB auditor reporting model, and the related effect on their auditor report. Baker Tilly also provided to the Audit Committee the written disclosures required by the applicable rules of the PCAOB, and the Audit Committee discussed with Baker Tilly the firm’s independence with respect to Middlesex Water Company and its management. The Audit Committee has the sole authority to pre-approve permitted non-audit services performed by Baker Tilly and has considered whether any such non-audit services, provided to the company, is compatible with maintaining their independence. Based on the Audit Committee’s discussions with management and Baker Tilly, the Audit Committee’s review of the audited financial statements, the representations of management regarding the audited financial statements and the report of Baker Tilly to the Audit Committee, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, for filing with the SEC.   The Audit Committee also discussed with management the process used for the establishment and maintenance of disclosure controls and procedures in quarterly and annual reports which is required by the SEC and the Sarbanes-Oxley Act of 2002, for certain of the Company’s filings with the SEC. Audit Committee Steven M. Klein, Chairman Joshua Bershad, M.D. Kim C. Hanemann Amy B. Mansue Middlesex Water Company     33     2021 Proxy Statement  Table of Contents PROPOSAL 3 RATIFICATION OF APPOINTMENT BY THE AUDIT COMMITTEE OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The shares represented by the proxies will be voted for ratification of the appointment by the Audit Committee of Baker Tilly US, LLP (Baker Tilly) as our independent registered public accounting firm, to issue a report to the Board and shareholders on our financial statements for the year ending December 31, 2021. Although submission of the appointment of an independent registered public accounting firm to shareholders for ratification is not required by law or regulation, the Board is submitting the selection of an independent registered public accounting firm for shareholder ratification. The Audit Committee is solely responsible for the appointment, compensation and oversight of the work of our independent registered public accounting firm. Representatives of Baker Tilly are expected to be present at the Annual Meeting and will be afforded an opportunity to make a statement, if they so desire, and to respond to appropriate questions. The affirmative vote of a majority of the votes cast by shareholders in person or represented by proxy, at the Annual Meeting is required for the approval of this Proposal. The Board has not determined what action it would take if the shareholders do not approve the selection of Baker Tilly, but may reconsider the selection if the shareholders’ action so warrants. Even if the selection is ratified, the Audit Committee, exercising its own discretion, may select different auditors at any time during the year if it determines that such a change would be in the Company’s best interests and in the best interests of shareholders. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES Baker Tilly was previously approved and appointed by the Audit Committee as the Company’s independent registered public accounting firm for the years ended December 31, 2020 and 2019. Aggregate fees billed to the Company for the years ended December 31, 2020 and 2019 by Baker Tilly are as follows:   2020 ($) 2019 ($) Audit Fees {a} 420,283 544,960 Audit-Related Fees — — Total Audit and Audit-Related Fees 420,283 544,960 Tax Fees {b} 32,500 33,000 All Other Fees — — Total Fees 452,783 577,960   {a} Audit fees were incurred for audits of the financial statements and internal control over financial reporting of the Company, an audit of the financial statements of a subsidiary of the Company, reviews of the financial statements included in the Company’s quarterly reports on Form 10-Q, and services provided in 2019 in connection with equity and debt financings. {b} Tax fees were incurred for the preparation of the Company’s tax returns. The Audit Committee has established an approval policy for all recurring audit services and all other permitted services to be performed by Baker Tilly. Recurring audit services include annual audits of the Company’s financial statements and internal control over financial reporting, tax return preparation, and reviews of the Company’s Quarterly Reports on Form 10-Q. Recurring audit services require the pre-approval of the Audit Committee. All other permitted services with fees less than $50,000, individually and in the aggregate, are subject to the pre-approval of the Audit Committee Chair, with subsequent ratification by the Audit Committee. THE BOARD RECOMMENDS SHAREHOLDERS VOTE FOR PROPOSAL 3, THE APPROVAL OF THE 2018 RESTRICTED STOCK PLAN. Middlesex Water Company                         27                         2018 Proxy Statement Table of Contents REPORT OF THE AUDIT COMMITTEE The Audit Committee of the Board of Directors is comprised of four independent directors. The Committee for the year 2017 was Steven M. Klein, Kim C. Hanemann, Amy B. Mansue and John R. Middleton, M.D. Mr. Klein serves as Audit Committee Chair and is the designated Audit Committee Financial Expert, as defined by the Securities and Exchange Commission. The Audit Committee operates under a written Charter adopted by the Board of Directors which is reviewed and adopted annually by the Audit Committee and the Board of Directors. The Charter is avail- able on the Company’s website atwww.MiddlesexWater.com. Management is responsible for the Company’s consolidated financial statements and internal controls. The Company’s independent accountants, Baker Tilly Virchow Krause, LLP (“Baker Tilly”), are responsible for performing an integrated independent audit of the Company’s annual consolidated financial statements and internal controls over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (PCAOB) (United States) and for issuing a report thereon. The Audit Committee’s responsibility is to oversee the quality and integrity of the Company’s accounting, auditing and financial reporting practices. In this context, the Audit Committee has met with the independent accountants without management present. Management represented to the Audit Committee that the Company’s consolidated financial statements were prepared in accordance with generally accepted accounting principles, and the Audit Committee has reviewed and discussed the consolidated audited financial statements with management and the independent accountants. The Audit Committee discussed with the independent accountants the matters required to be discussed under the rules adopted by the PCAOB which included: 1. Significant issues with regard to the independent accountant’s appointment or retention; 2. Significant risks identified during the independent accountant’s risk assessment procedures; 3. Significant changes to the independent accountant’s planned audit strategy or to the significant risks originally identified; 4. Significant accounting policies and practices and significant unusual transactions; 5. Critical accounting policies and practices; 6. Critical accounting estimates; 7. The independent accountant’s evaluation of the quality of the entity’s financial reporting; 8. Other information in documents containing audited financial statements; 9. Difficult or contentious matters for which the independent accountant was consulted; 10. Management’s consultations with other accountants; 11. Going concern considerations; 12. Uncorrected and corrected misstatements; 13. Material written communications between the Company and the independent accountant; and 14. Significant difficulties encountered in performing the audit. The independent accountants also provided to the Audit Committee the written disclosures required by the applicable rules of the PCAOB, and the Audit Committee discussed with the independent accountants the firm’s independence with respect to Middlesex Water Company and its management. The Audit Committee has the sole authority to pre-approve permitted non-audit services performed by the independent accountants and has considered whether the independent accountants’ provision of non-audit services to the Company is compatible with maintaining their independence. Based on the Audit Committee’s discussions with management and the independent accountants, the Audit Committee’s review of the audited financial statements, the representations of management regarding the audited financial statements and the report of the independent accountants to the Audit Committee, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, for filing with the Securities and Exchange Commission (SEC). The Audit Committee also discussed with management the process used for the establishment and maintenance of disclosure controls and procedures in quarterly and annual reports which is required by the SEC and the Sarbanes-Oxley Act of 2002, for certain of the Company’s filings with the SEC. Audit Committee Steven M. Klein, Chairman Kim C. Hanemann Amy B. Mansue John R. Middleton, M.D. Middlesex Water Company                         28                         2018 Proxy Statement Table of Contents PROPOSAL 4 RATIFICATION OF APPOINTMENT BY THE AUDIT COMMITTEE OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The shares represented by the proxies will be voted for ratification of the appointment by the Audit Committee of Baker Tilly Virchow Krause, LLP (Baker Tilly) as our independent registered public accounting firm, to issue a report to the Board and shareholders on our financial statements for the fiscal year ending December 31, 2018. Although submission of the appointment of an independent registered public accounting firm to shareholders for ratification is not required by law or regulation, the Board is submitting the selection of an independent registered public accounting firm for shareholder ratification. Under the Sarbanes-Oxley Act of 2002 and the rules of the SEC promulgated thereunder, the Audit Committee is solely responsible for the appointment, compensation and oversight of the work of our independent registered public accounting firm. Representatives of Baker Tilly are expected to be present at the Annual Meeting and will be afforded an opportunity to make a statement, if they so desire, and to respond to appropriate questions. The affirmative vote of a majority of the votes cast by shareholders in person or represented by proxy, at the Annual Meeting is required for the approval of this Proposal. The Board has not determined what action it would take if the shareholders do not approve the selection of Baker Tilly, but may reconsider the selection if the shareholders’ action so warrants. Even if the selection is ratified, the Audit Committee, exercising its own discretion, may select different auditors at any time during the year if it determines that such a change would be in the Company’s best interests and in the best interests of shareholders. THE BOARD RECOMMENDS SHAREHOLDERS VOTE FOR PROPOSAL 4, THE RATIFICATION OF THE APPOINTMENT OF BAKER TILLY VIRCHOW KRAUSE,US, LLP. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES Baker Tilly was previously approved and appointed by the Audit Committee as the Company’s independent registered public accounting firm for the years ended December 31, 2017 and 2016. Aggregate fees billed to the Company for the years ended December 31, 2017 and 2016 by Baker Tilly are as follows:     2017   2016 Audit Fees {a}   $429,268   $382,431 Audit-Related Fees   –   – Total Audit and Audit-Related Fees   $429,268   382,431 Tax Fees {b}   28,026   26,775 All Other Fees   –   – Total Fees   $457,294   $409,206 {a} Audit fees were incurred for audits of the financial statements and internal control over financial reporting of the Company, an audit of the financial statements of a subsidiary of the Company and reviews of the financial statements included in the Company’s quarterly reports on Form 10-Q.   {b} Tax fees were incurred for the preparation of the Company’s tax returns. The Audit Committee has established a pre-approval policy for all audit and non-audit services to be performed by Baker Tilly in excess of $5,000. For service fees below that amount the Audit Committee will not require pre-approval so long as the services are approved by the Audit Committee prior to the completion of the audit. Middlesex Water Company                         29                         2018 Proxy Statement Table of Contents SECURITY OWNERSHIP AND OTHER MATTERS SECURITY OWNERSHIP OF DIRECTORS, MANAGEMENT AND CERTAIN BENEFICIAL OWNERS The following table sets forth, as of March 26, 2018, Middlesex Water Company     34     2021 Proxy Statement  Table of Contents SECURITY OWNERSHIP AND OTHER MATTERS SECURITY OWNERSHIP OF DIRECTORS, MANAGEMENT AND CERTAIN BENEFICIAL OWNERS The following table sets forth as of March 29, 2021, the number of shares of Middlesex Water common stock beneficially owned by the elected Directors, Executive Officers named in the table appearing under Executive Compensation, and all elected Directors and Executive Officers as a group. All individual elected Directors and Executive Officers owned less than 0.77% of the shares outstanding on March 29, 2021. Name Total Shares Beneficially Owned (1) Directors Joshua Bershad, M.D. 136,211 James F. Cosgrove Jr. 7,653 Kim C. Hanemann 2,890 Steven M. Klein 7,116 Amy B. Mansue 8,290 Ann L. Noble 1,221 Walter G. Reinhard 7,808 Named Executive Officers Dennis W. Doll 102,969 A. Bruce O'Connor 37,326 Bernadette M. Sohler 10,515 Lorrie B. Ginegaw 9,471 Jay L. Kooper 1,189 All elected Directors and Executive Officers as a group. All Directors own stock in Middlesex Water Company. Jeffries Shein owned 2.04% of the shares outstanding as of March 26, 2018. All other individual elected Directors and Executive Officers owned less than 0.05% of the shares outstanding on March 26, 2018. group including those named above. (15 people)     355,977* Name Total Shares Beneficially Owned (1) Directors James F. Cosgrove, Jr. Cosgrove, Jr.   5,915 Kim C. Hanemann   1,236 Steven M. Klein   5,462 Amy B. Mansue   6,636 John R. Middleton, M.D. 15,301 Walter G. Reinhard   9,103 Jeffries Shein 333,682   Named Executive Officers Dennis W. Doll 90,715 A. Bruce O’Connor 43,633 Richard M. Risoldi 38,667 Gerard L. Esposito 13,221 Bernadette M. Sohler   9,887 All elected Directors and Executive Officers as a group including those named above. (14 people) 582,836*   (1) Beneficial owner has the sole power to vote such shares. (1) Beneficial owner has the sole power to vote such shares.   * Represents 3.48% of the shares outstanding on March 26, 2018. Percentage of each individual is based on 16,357,764 shares outstanding as of March 26, 2018. Section 16(A) Beneficial Ownership Reporting Compliance (1) Beneficial owner has the sole power to vote such shares. * Represents 2.03% of the shares outstanding on March 29, 2021. Percentage of each individual is based on 17,478,098 shares outstanding as of March 29, 2021. Section 16(A) Beneficial Ownership Reporting Compliance Under Section 16 of the Securities Exchange Act of 1934, Officers and Directors, and certain beneficial owners of the Company’s equity securities are required to file reports of ownership and changes in ownership with the SEC on specified due dates. Based solely on a review of the copies of these reports furnished to us, we believe that all filing requirements applicable to such Officers and Directors (we are not aware of any five percent holder) were met during 2020. Other Security Holders The following table sets forth as of March 29, 2021, certain information with respect to the beneficial ownership of shares of Common Stock by each person or group we know to beneficially own more than five percent of the outstanding shares of such stock. Name and Address of Beneficial Owners Number of Shares Percent of Class T. Rowe Price Associates, Inc. 100 East Pratt Street Baltimore, MD 21202 1,830,377 (1) 10.4% BlackRock Inc. 55 East 52nd Street New York, NY 10055 1,357,157 (2) 7.8% The Vanguard Group 100 Vanguard Boulevard Malvern, PA 19355 1,080,825 (3) 6.19% (1) This information is based on a Schedule 13G Combined filed with the SEC on specified due dates. Based solelyFebruary 16, 2021. (2) This information is based on a review ofSchedule 13G Combined filed with the copies of these reports furnished to us, we believe that all filing requirements applicable to such Officers and Directors (we are not aware of any five percent holder) were met during 2017. Other Security Holders The following table sets forth as of March 26, 2018, certainSEC on January 29, 2021. (3) This information is based on a Schedule 13G Combined filed with respect to the beneficial ownership of shares of Common Stock by each person or group we know to beneficially own more than five percent of the outstanding shares of such stock. Name and Address of Beneficial Owners Number of Shares Percent of Class BlackRock Institutional Trust Company 1,044,224 (1) 6.39% 400 Howard Street San Francisco, CA 94105 The Vanguard Group 927,682 (2) 5.68% 100 Vanguard Boulevard Malvern, PA 19355 SEC on February 10, 2021.   (1) This information is based on a Schedule 13F Combined filed with the SEC on December 31, 2017 by BlackRock Fund Advisors. (2) This information is based on a Schedule 13F Combined filed with the SEC on December 31, 2017. OTHER MATTERS The Board does not intend to bring any other matters before the Annual Meeting and has no reason to believe any will be presented for consideration at the Annual Meeting. If, however, other matters properly do come before the Annual Meeting, it is the intention of the persons named in the accompanying proxy to vote in their discretion on such matters. Electronic Access to Proxy Materials and Annual Reports Our Proxy Statement and Annual Report are available atwww.proxyvote.com.Paper copies of these documents may be requested by contacting our Corporate Secretary in writing at the Office of the Corporate Secretary, Middlesex Water Company, 1500 Ronson Road, P.O. Box 1500, Iselin New Jersey 08830-0452. The Company is subject to the informational requirements of the Securities Exchange Act of 1934 and files an Annual Report on Form 10-K with the Securities and Exchange Commission. Additional copies of the 2017 Annual Report on Form 10-K filed by the Company, including the financial statement and schedules, but without exhibits, can be mailed without charge to any share- holders. The exhibits are obtainable from the company upon payment of the reasonable cost of copying such exhibits. Minutes of 2017 Annual Meeting of Shareholders The minutes of the 2017 Annual Meeting of Shareholders will be submitted at the Annual Meeting for the correction of any errors or omissions but not for the approval of the matters referred to therein. Middlesex Water Company                         30                         2018 Proxy Statement Table of Contents EXHIBIT A MIDDLESEX WATER COMPANY 2018 RESTRICTED STOCK PLAN 1. PURPOSE The purpose of the 2018 Restricted Stock Plan (the “Plan”) is to advance the interests of Middlesex Water Company (the “Company”) and its stockholders by providing long-term incentives, in addition to current compensation, to attract and retain for the Company and its subsidiaries key executives and other employees having managerial or supervisory responsibility who have contributed, or are likely to contribute, significantly to the long-term performance and growth of the Company and such subsidiaries. In determining eligibility for an Award under the Plan, consideration is given to the achievement of goals within each Plan year. Among the factors generally considered are (a) Financial Goals, designed to continuously improve shareholder returns; (b) Operational Goals, a focus on training, development, operational excellence and service quality; and (c) Leadership Goals, designed to instill a Company culture based on ethical behavior, mutual respect, open and honest communications and continued improvement and accountability for performance.   2. ADMINISTRATION A. The Plan shall be administered by the Compensation Committee (the “Commit- tee”) of the Board of Directors (the “Board”) of the Company, as such Committee is from time to time constituted, provided, however, that such Committee shall at all times be composed solely of Non-Employee Directors (as that term is defined in applicable regulations of the Securities and Exchange Commission) and shall at all times have at least two members. If at any time the Committee is unable to meet those requirements, the Board of Directors shall administer the Plan. B. No member of the Committee shall be an employee of the Company or a subsidiary of the Company or shall have been eligible within one year prior to his appointment to receive Awards under the Plan or to receive awards under any other plan of the Company or its subsidiaries under which participants are entitled to acquire stock, stock options or stock appreciation rights of the Company or any of its subsidiaries. C. The Committee shall have all the powers vested in it by the terms of the Plan, such powers to include exclusive authority (within the limitations described herein) to select the employees to be granted Awards under the Plan, to determine the type, size, and terms of the Awards to be made to each employee selected, to determine the time when Awards will be granted, and to prescribe the form of the instruments embodying Awards made under the Plan. The Committee shall be authorized to interpret the Plan and the Awards granted under the Plan, to establish, amend and rescind any rules and regulations relating to the Plan, and to make any other determinations which it believes necessary or advisable for the administration of the Plan. The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan or in any Award in the manner and to the extent the Committee deems desirable to carry it into effect. Any decision of the Committee in the administration of the Plan, as described herein, shall be final and conclusive. D. No member of the Committee or the Board of Directors shall be liable for any action or determination made in good faith under the Plan or in connection with any Award, except those resulting from such member’s own gross negligence or willful misconduct. E. In addition to such other rights of indemnification as they may have as members of the Board or the Committee, the members of the Committee and any officer or employee acting on behalf of the Committee shall be indemnified by the Company against all costs and expenses reasonably incurred by them in connection with any action, suit or proceeding to which they or any of them may be party by reason of any action taken or failure to act under or in connection with the Plan or any Award granted hereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any such action, suit or proceeding, except a judgment based upon a finding of bad faith; provided that upon the institution of any such action, suit or proceeding a Committee member or officer or employee, as the case may be, shall, in writing, give the Company notice thereof and an opportunity, at its own expense, to handle and defend the same before such Committee member, officer or employee, undertakes to handle and defend it on her or his own behalf. 3. PARTICIPATION A. Employees. The Plan shall be a plan limited to officers and a select group of employees as determined by the Committee. Subject to the provisions of the Plan, the Committee shall have exclusive power to select the officers and other employees of the Company and its subsidiaries to be granted Awards under the Plan, but no Award shall be made to any member of the Committee. B. Subsidiary. For purposes of Awards under the Plan, an officer or employee of a subsidiary of the Company shall be considered an employee of the Company. A subsidiary shall include any company wholly or partially-owned by the Company. 4. AWARDS UNDER THE PLAN A. Type of Awards. Awards under the Plan shall consist of “Restricted Stock.” Restricted Stock are common shares which are issued pursuant to Paragraph 5. B. Maximum Number of Shares That May Be Issued. There may be issued under the Plan an aggregate of not more than 300,000 common shares, subject to adjustment as provided in Paragraph 7. If any shares of Restricted Stock shall be reacquired pursuant to the right described in Paragraph 5 below, or if any common shares awarded under the Plan shall be reacquired pursuant to restrictions imposed at the time of award, such shares may again be awarded under the Plan. Shares of stock which are to be awarded under the Plan may be obtained by the Company from its treasury, by purchases on the open market or from private sources, or by issuing authorized but unissued stock. Any issuance of authorized but unissued stock shall be approved by the Board or Committee. C. Rights With Respect to Shares. An employee to whom an Award of Restricted Stock has been made shall have, after issuance of the Award and prior to the expiration of the Restricted Period or the earlier reacquisition of such common shares as herein provided, contingent ownership of such common shares, including the right to vote the same and to receive dividends thereon, subject, however, to the rights, restrictions and limitations imposed thereon pursuant to the Plan. 5. RESTRICTED STOCK Each Award of Restricted Stock under the Plan may be evidenced by an instrument in such form as the Committee shall prescribe from time to time in accordance with the Plan, or may be represented in book entry form on the records of the Company’s transfer agent, or in such other manner as the Committee may determine, and shall comply with the following terms and conditions (and with such other terms and conditions as the Committee, in its discretion, shall establish): The Board does not intend to bring any other matters before the Annual Meeting and has no reason to believe any will be presented for consideration at the Annual Meeting. If, however, other matters properly do come before the Annual Meeting, it is the intention of the persons named in the accompanying proxy to vote in their discretion on such matters.   A. Number of Shares. The Committee shall determine the number of common shares to be issued to a participant pursuant to the Award, as may be noted in the Minutes of Committee meetings. B. Purchase Price. Each participant eligible for an Award under the Plan shall not be required to pay any consideration to the Company in connection with the making of such Award, except as specified in paragraph 10(D). C. Nontransferability. Common shares issued to a participant in accordance with the Award may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of, except by Will or the laws of descent and distribution, for a period of five years, or such other greater or lesser period as the Committee shall determine, from the date on which the Award is granted (the “Restricted Period”), except as otherwise set forth in this Plan. Middlesex Water Company                         31                         2018 Proxy Statement Table of Contents D. Reacquisition Right. If the participant’s employment with the Company or any of its subsidiaries terminates for any reason prior to the expiration of the Restricted Period, then except as otherwise provided in subparagraph 5(F), the Company will have the right to reacquire the shares subject to the Award. Such right to reacquire shares shall be exercisable on such terms, in such manner and during such period as shall be determined by the Committee. E. Enforcement. In order to enforce the restrictions imposed upon the shares under this Plan, the Committee may require the participant to enter into an Escrow Agreement at the time of the Award. The Escrow Agreement will provide that any Certificates for common shares issued pursuant to Restricted Stock Awards shall remain with the Company, as escrow holder, until all of the restrictions imposed under the Plan have terminated, or that any shares awarded under the Plan may be issued via book-entry into a segregated account maintained by the Company’s transfer agent and which account will be restricted until such shares vest. The Committee shall cause a legend to be placed on any such Certificate issued under the Plan referencing the restrictions imposed under this Plan. F. Lapse of Restrictions. If a participant’s employment is terminated during the Restricted Period as a result of his death, disability (as defined in Paragraph 6), or retirement after age 65, the right to reacquire (and any and all other restrictions on transferability under this Paragraph 5) shall lapse and cease to be effective as of the end of the month in which such termination of employment occurred. If the participant retires before age 65, then with the consent of the Committee, the right to reacquire shares (and all other restrictions) shall lapse, as to a number of shares (rounded up to a whole number of shares) equal to the number of shares in an Award multiplied by a fraction, the numerator of which is the number of full months of the Restricted Period of such Award which have elapsed since the date of the Award to the end of the month in which his termination of employment occurs and the denominator of which is the total number of months in the Restricted Period of such Award. The right to reacquire shares shall remain exercisable as to the balance of the shares. Notwithstanding the foregoing, the Committee, upon recommendation of the Chief Executive Officer of the Company, may determine, in the case of any participant, to cancel the right to reacquire (and any and all other restrictions) any or all of the common shares subject to such Award. 6. DISABILITY For the purposes of this Plan, a participant shall be deemed to have terminated his employment by reason of disability if the Committee shall determine that the physical or mental condition of the participant by reason of which his employment terminated was such at that time as would entitle him to payment of monthly disability benefits under the Company’s Long-term Disability Benefit Plan, as may be in effect from time to time, or, if the participant is not eligible for benefits under such plan, under any disability plan of the Company or a subsidiary in which he is a participant. If the participant is not eligible for benefits under any disability plan of the Company or a subsidiary, he shall be deemed to have terminated his employment by reason of disability if the Committee shall determine that his physical or mental condition would entitle him to benefits under the Company’s Long-term Disability Benefit Plan if he were eligible therefor. Electronic Access to Proxy Materials and Annual Reports   7. DILUTION AND OTHER ADJUSTMENTS In the event of any change in the outstanding common shares of the Company by reason of any stock split, stock dividend, recapitalization, merger, consolidation, reorganization, combination or exchange of shares or other similar event, if the Committee shall deter- mine, in its sole discretion, that such change equitably requires an adjustment in the number or kind of shares that may be issued under the Plan, such adjustment shall be made by the Committee and shall be conclusive and binding for all purposes of the Plan. Our Proxy Statement and Annual Report are available at www.proxyvote.com. Paper copies of these documents may be requested by contacting our Corporate Secretary in writing at the Office of the Corporate Secretary, Middlesex Water Company, 485C Route 1 South, Suite 400, Iselin, New Jersey 08830. The Company is subject to the informational requirements of the Securities Exchange Act of 1934 and files an Annual Report on Form 10-K with the Securities and Exchange Commission. Additional copies of the 2020 Annual Report on Form 10-K filed by the Company, including the financial statement and schedules, but without exhibits, can be mailed without charge to any shareholders. The exhibits are obtainable from the company upon payment of the reasonable cost of copying such exhibits.   8. DESIGNATION OF BENEFICIARY BY PARTICIPANT A participant may name a beneficiary to receive any share to which he may be entitled under the Plan in the event of his death, on a form to be provided by the Committee. A participant may change his beneficiary from time to time in the same manner. If no designated beneficiary is living on the date on which any shares become payable to a participant’s beneficiary, such payment will be made to the participant’s executors or administrators, and the term “beneficiary” as used in the Plan shall include such person or persons. 9. CHANGE IN CONTROL If any party or group acquires beneficial ownership of 20 percent or more of the voting shares of the Company, or such other percentage as the law may require, or if share- holder approval is required for a transaction involving the acquisition of the Company through the purchase or exchange of the stock or assets of the Company by merger or otherwise, or if one-third or more of the Board elected in a 12-month period or less are so elected without the approval of a majority of the Board as constituted at the beginning of such period, then any rights the Company may have to reacquire shares pursuant to Paragraph 5, together with any restrictions on shares issued pursuant to this Plan under Paragraph 5, shall immediately lapse if there occurs a “Change in Control Event,” as defined in this Paragraph 9. The occurrence of any one or more of the following events shall be deemed a “Change in Control Event” for purposes of this Plan: Minutes of 2020 Annual Meeting of Shareholders   (a) a transaction is effected that requires (and receives) approval by the shareholders of the Company and such transaction is approved by the shareholders over the recommendation of the Board of Directors of the Company; The minutes of the 2020 Annual Meeting of Shareholders will be submitted at the Annual Meeting for the correction of any errors or omissions but not for the approval of the matters referred to therein. Middlesex Water Company     35     2021 Proxy Statement  Table of Contents (b) any “person” (including any individual, trust, estate, partnership or corporation), other than a person who on the effective date of this Plan is a director or officer of the Company, becomes the owner, directly or indirectly, of securities of the Company representing twenty (20%) percent or more of the combined voting power of the Company’s outstanding securities, or such other percentage as the law may require; or (c) if, at an annual meeting of the shareholders of the Company, all of the per- sons recommended by the Board of Directors of the Company for election as Directors of the Company are rejected by the shareholders, and a like number of Directors as proposed by the shareholders are elected in their place. 10. MISCELLANEOUS PROVISIONS A. No employee or other person shall have any claim or right to be granted an Award under the Plan. The adoption of the Plan shall not constitute a contract between the Company and the employee. Neither the Plan nor any action taken hereunder shall be construed as giving any employee any right to be retained in the employ of the Company or any subsidiary. B. A participant’s rights and interest under the Plan may not be assigned or transferred in whole or in part either directly or by operation of law or otherwise (except by Will or the laws of descent and distribution), including but not limited to transfers by execution, levy, garnishment, attachment, pledge, bankruptcy or in any other manner, and no such right or interest of any participant in the Plan shall be subject to any obligation or liability of such participant. C. The Company may, but shall not be obligated to, register the Plan or the shares received as Awards with the Securities and Exchange Commission and any state securities law commission or agency. In the absence of such registration, the shares: (a) will be issued only pursuant to an exemption from registration; (b) cannot be sold, pledged, transferred or otherwise disposed of in the absence of an effective registration statement or an opinion of counsel satisfactory to the Company that such registration is not required; and (c) will bear an appropriate restrictive legend setting forth the statement contained in subparagraph (b) above if issued in Certificate form. The Company shall not be required to sell or issue any shares under Plan if the issuance of such shares would, in the judgment of the Committee, constitute or result in a violation by the participant or the Company of any provision of law or regulation of any governmental agency.   D. The Company and its subsidiaries shall have the right to require a participant to prepay any and all federal, state or local income or other taxes required by law to be deducted or withheld with respect to any payment under the Plan. If the amount requested is not paid, the Company may refuse to issue or transfer shares to a participant upon expiration of the Restricted Period. The Committee may also Middlesex Water Company                         32                         2018 Proxy Statement Table of Contents require, in its discretion, that a participant provide the Company with an executed copy of any written election that the participant may elect to file with the Internal Revenue Service pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, within thirty days after such election is filed.   E. With respect to unissued shares or Awards under the Plan, the Company shall not be required to establish any special or separate fund or to make any other segregation of assets to assure the payment or grant of any Award under the Plan and all assets of the Company shall remain subordinate to the claims of the Company’s general creditors. F. By accepting any Award or other benefit under the Plan, each participant and each person claiming under or through him shall be conclusively deemed to have indicated his acceptance and ratification of, and consent to, any action taken under the Plan by the Company, the Board or the Committee. G. The masculine pronoun also means the feminine and the singular also means the plural wherever appropriate. H. The appropriate officers of the Company shall cause to be filed any reports, returns, or other information regarding Awards hereunder or any common shares issued pursuant hereto as may be required by Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, or any other applicable statute, rule, or regulation. I. The expenses of the Plan shall be borne by the Company. 11. AMENDMENT OR DISCONTINUANCE The Plan may be amended, terminated or suspended at any time and from time to time and retroactively by the Board, but no amendment of the Plan shall be made that would be inconsistent with the rules of the Securities and Exchange Commission or the principal securities market on which the shares are traded.     12. EFFECTIVE DATE AND APPROVALS The Plan shall become effective and shall be deemed to have been adopted on April 1, 2018, subject, however, to (1) approval and ratification of the Plan by the shareholders, and (2) receipt of all regulatory approvals, if any, required or sought by the Company in connection with the Plan. The Plan shall be submitted to the shareholders of the Company for their approval and adoption on or before the expiration of twelve months after the effective date of the Plan on April 1, 2018. The shareholders shall be deemed to have approved and adopted the Plan only if it is approved and adopted at a meeting of the shareholders duly held on or before that date by vote taken in the manner required by the laws of the State of New Jersey.   No Award may be granted under this Plan until such shareholder and regulatory approvals, if any, are obtained. If such approvals are not obtained, then this Plan shall terminate and all actions taken prior thereto shall be null and void. Further, no Awards may be made after March 31, 2028; provided, however, that the Plan and all Awards outstanding on such date shall remain in effect until all restrictions on such outstanding Awards have either expired or been canceled. Middlesex Water Company                         33                         2018 Proxy Statement Table of Contents This page is intentionally left blank. Table of Contents 1500 Ronson Road Iselin, New Jersey 08830-0452 732-634-1500 MiddlesexWater.com FROM GARDEN STATE PARKWAY (NORTH OR SOUTH): Take Exit 131A to fourth traffic light. Turn right onto Middlesex-Essex Turnpike and proceed (about 1/2 mile) to third traffic light (Gill Lane). Turn right and go (about 1 mile) under railroad underpass and make right onto Ronson Road. Proceed past three large mirror-sided office buildings on the right. At the sign, make a right into Middlesex Water Company. FROM NEW JERSEY TURNPIKE (NORTH OR SOUTH): Take Exit 11 onto the Garden State Parkway North and follow above directions. FROM US ROUTE NO. 1 (NORTH OR SOUTH): Proceed to the Woodbridge Center area and follow signs to Gill Lane. When on Gill Lane, make a left turn onto Ronson Road and follow above directions.   Table of Contents VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. 1500 RONSON ROAD ISELIN, NJ 08830 E41488-P06554 For All Withhold All For All Except To withhold authority to vote for any individual nominee(s), mark "For All Except" and write the number(s) of the nominee(s) on the line below. MIDDLESEX WATER COMPANY The Board of Directors recommends you vote FOR the following: ! ! ! 1. Election of Directors Nominees: 01) Dennis W. Doll 02) Kim C. Hanemann For Against Abstain The Board of Directors recommends you vote FOR the following proposal: ! ! ! 2. To provide a non-binding advisory vote to approve named executive officer compensation. For Against Abstain The Board of Directors recommends you vote FOR the following proposal: ! ! ! 3. To approve the 2018 Restricted Stock Plan. The Board of Directors recommends you vote FOR the following proposal: For Against Abstain ! ! ! 4. To ratify the appointment of Baker Tilly Virchow Krause, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2018. NOTE: We may also transact such other business that may properly come before the meeting or any postponement or adjournment thereof. ! For address changes and/or comments, please check this box and write them on the back where indicated. ! ! Please indicate if you plan to attend this meeting. Yes No Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Table of Contents Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. E41489-P06554 MIDDLESEX WATER COMPANY Annual Meeting of Shareholders May 22, 2018 This proxy is solicited by the Board of Directors The shareholder(s) hereby appoint(s) Steven M. Klein and Amy B. Mansue or either of them, as proxies, each with the power to appoint his or her substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common Stock of Middlesex Water Company that the shareholder(s) is/are entitled to vote at the Annual Meeting of Shareholders to be held at 11:00 a.m., on May 22, 2018, at Middlesex Water Company, 1500 Ronson Road, Iselin, NJ 08830, and any adjournment or postponement thereof. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE SHAREHOLDER(S). IF NO SUCH DIRECTIONS ARE MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES LISTED ON THE REVERSE SIDE FOR THE BOARD OF DIRECTORS, FOR THE APPROVAL, BY NON-BINDING VOTE, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, FOR THE APPROVAL OF THE 2018 RESTRICTED STOCK PLAN, AND FOR RATIFICATION OF THE APPOINTMENT BY THE AUDIT COMMITTEE OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. Address Changes/Comments: _______________________________________________________________________________ ________________________________________________________________________________________________________ (If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.) Continued and to be signed on reverse side   Table of Contents Your Vote Counts! MIDDLESEX WATER COMPANY 2021 Annual Meeting Vote by May 24, 2021 11:59 PM ET 485C ROUTE 1 SOUTH SUITE 400 ISELIN, NJ 08830 D44504-P53660 You invested in MIDDLESEX WATER COMPANY and it’s time to vote! You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy material for the shareholder meeting to be held on May 25, 2021. Get informed before you vote View the Notice and Proxy Statement and Annual Report online OR you can receive a free paper or email copy of the material(s) by requesting prior to May 11, 2021. If you would like to request a copy of the material(s) for this and/or future shareholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy. For complete information and to vote, visit www.ProxyVote.com Control # Smartphone users Point your camera here and vote without entering a control number Virtually at: Vote Virtually at the Meeting* May 25, 2021 11:00 AM EDT www.virtualshareholdermeeting.com/MSEX2021 *Please check the meeting materials for any special requirements for meeting attendance. V1 Vote at www.ProxyVote.com THIS IS NOT A VOTABLE BALLOT This is an overview of the proposals being presented at the upcoming shareholder meeting. Please follow the instructions on the reverse side to vote these important matters. Voting Items 1. Election of Directors Nominees: 01) Dennis W. Doll 02) Kim C. Hanemann 03) Ann L. Noble 04) Joshua Bershad, M.D. 2. To provide a non-binding advisory vote to approve named executive officer compensation. 3. To ratify the appointment of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021. NOTE: We may also transact such other business that may properly come before the meeting or any postponement or adjournment thereof. Board Recommends For For For Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Sign up for E-delivery”. D44505-P53660 Table of Contents Table of Contents VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com 485C ROUTE 1 SOUTH SUITE 400 ISELIN, NJ 08830 Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/MSEX2021 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: D44488-P53660 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY MIDDLESEX WATER COMPANY For Withhold For All To withhold authority to vote for any individual The Board of Directors recommends you vote FOR the following: All All Except nominee(s), mark "For All Except" and write the number(s) of the nominee(s) on the line below. 1. Election of Directors ! ! ! Nominees: 01) Dennis W. Doll 02) Kim C. Hanemann 03) Ann L. Noble 04) Joshua Bershad, M.D. The Board of Directors recommends you vote FOR proposals 2 and 3. For Against Abstain 2. To provide a non-binding advisory vote to approve named executive officer compensation. ! ! ! 3. To ratify the appointment of Baker Tilly US, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2021. ! ! ! NOTE: We may also transact such other business that may properly come before the meeting or any postponement or adjournment thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. D44489-P53660 MIDDLESEX WATER COMPANY Annual Meeting of Shareholders May 25, 2021 This proxy is solicited by the Board of Directors The shareholder(s) hereby appoint(s) James F. Cosgrove, Jr. and Walter G. Reinhard, or either of them, as proxies, each with the power to appoint his substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common Stock of Middlesex Water Company that the shareholder(s) is/are entitled to vote at the Annual Meeting of Shareholders, to be held virtually at www.virtualshareholdermeeting.com/MSEX2021 at 11:00 a.m., on May 25, 2021, and any adjournment or postponement thereof. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE SHAREHOLDER(S). IF NO SUCH DIRECTIONS ARE MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES LISTED ON THE REVERSE SIDE FOR THE BOARD OF DIRECTORS, FOR THE APPROVAL, BY NON-BINDING VOTE, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AND FOR RATIFICATION OF THE APPOINTMENT BY THE AUDIT COMMITTEE OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. Continued and to be signed on reverse side Table of Contents