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Share Name | Share Symbol | Market | Type |
---|---|---|---|
York Water Company | NASDAQ:YORW | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.15 | 0.41% | 36.90 | 35.50 | 47.01 | 37.07 | 36.625 | 37.07 | 40,992 | 05:00:11 |
(1) |
Title of each class of securities to which transaction applies:
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(2) |
Aggregate number of securities to which transaction applies:
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(3) |
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4) |
Proposed maximum aggregate value of transaction:
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(5) |
Total fee paid:
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(1) |
Amount Previously Paid:
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(2) |
Form, Schedule or Registration Statement No.:
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(3) |
Filing Party:
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(1) |
To elect three (3) Directors to three-year terms of office;
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(2) |
To ratify the appointment of Baker Tilly US, LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2022; and
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(3) |
To transact such other business as may properly come before the meeting.
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•
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By mail – If you received a printed proxy card, mark, sign, date and mail the proxy card (see instructions on the Notice Regarding the Availability of Proxy Materials (the “Notice”) on how to request a
printed proxy card);
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•
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By phone – Call the toll-free telephone number listed on your Notice or on your proxy card;
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•
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By internet – Visit the website shown on your Notice or on the proxy card to vote via the Internet; or
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•
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In Person – Shareholders of record may deliver the completed proxy card in person at the Annual Meeting or by completing a ballot available upon request at the meeting. Beneficial shareholders whose shares
are held in the name of a bank, broker or other nominee must obtain a legal proxy from the holder of record (that is, your bank, broker or nominee) to be able to vote in person at the Annual Meeting.
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(1)
|
Except as indicated in the footnotes below, Directors and Officers possessed sole voting power and sole investment power with respect to all shares set forth in this column.
All Directors and Officers can be reached through the executive offices of the Company.
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(2)
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The percentage for each individual or group is based on 13,115,237 shares outstanding as of February 28, 2022.
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(3)
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The information for BlackRock, Inc. was obtained from Schedule 13G/A filed with the Securities and Exchange Commission on February 1, 2022.
BlackRock, Inc. reported sole voting power of 1,151,604 shares and sole dispositive power of 1,173,914 shares.
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(4)
|
The information for The Vanguard Group, Inc. was obtained from Schedule 13G/A filed with the Securities and Exchange Commission on February 10, 2022.
The Vanguard Group, Inc. reported shared voting power of 19,681 shares, sole dispositive power of 811,109 shares, and shared dispositive power of 29,893 shares.
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(5)
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Mr. Gang shares voting and investment power on all held shares with his wife.
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(6)
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Includes 20,589 shares owned jointly by Mr. Hand's wife for which he shares voting and investment power. Includes 92 shares held by Mr. Hand’s child for which Mr. Hand disclaims beneficial ownership.
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(7)
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Includes 13,294 shares held by Mr. Hines’ wife, for which Mr. Hines disclaims beneficial ownership.
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(8)
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Includes 2,413 shares held by the Hodges Family Foundation, for which Mr. Hodges claims indirect beneficial ownership.
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(9)
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Includes 15,059 shares held by the estate of Mr. Kain's grandfather, for which he is one of three co-trustees and shares voting power and investment power.
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(10)
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Ms. Keller shares voting and investment power on all held shares with her husband.
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(11)
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Mr. Newcomer shares voting and investment power on all held shares with his wife.
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(12)
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Mr. Poff shares voting and investment power on all held shares with his wife.
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(13)
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Includes shares owned by family members, unnamed executive officers and certain other shares, as to which some Directors and Officers disclaim any beneficial ownership, and which are further disclosed in the
notes above.
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DIRECTORS WITH TERMS EXPIRING IN 2023
|
|
Joseph T. Hand
Age 59
Director since 2020
|
Mr. Hand has served as the President and Chief Executive Officer of the Company since 2020. He was Chief Operating Officer for the Company from 2008 to 2020. Prior to joining the Company, Mr. Hand was Chief
of the Navigation Branch, Baltimore District, for the U.S. Army Corps of Engineers from 2006 to 2008, and Deputy Commander and Deputy District Engineer for the Corps of Engineers from 2003 to 2006. Prior to the Army Corps, Mr. Hand held
various positions in the U.S. Army. Mr. Hand is a director of the National Association of Water Companies at the national level, the chairman of the Pennsylvania Chapter of the National Association of Water Companies, and serves as director
or committee member of various community and non-profit organizations. Mr. Hand holds an MBA degree. The Board considered Mr. Hand’s experience within the Company, his industry experience, and his educational background and determined that
his continued service on the Board will be beneficial to the Company’s Board of Directors.
|
Erin C. McGlaughlin
Age 48
Director since 2016
|
Ms. McGlaughlin is founder and partner at Design Quake, Inc., a business consultancy in York, PA focused on strategic change management and organizational development. Prior to her current position, Ms.
McGlaughlin was on the senior management team at Mitchco, Inc. d/b/a Rudy Art Glass, a family-owned decorative architectural glass fabricator in York, PA, from 2005 to 2016, an Assistant Marketing Manager for General Mills in Minneapolis, MN
from 2004 to 2005, Manager of Investment Funds at The Carlyle Group, a private equity firm in Washington, DC, from 1998 to 2002, and a Senior Auditor with Arthur Anderson LLP in Washington, DC from 1995 to 1998 during which time she became a
certified public accountant. Ms. McGlaughlin was an adjunct professor of design thinking at York College of Pennsylvania from 2015 to 2017. Ms. McGlaughlin earned an MBA from Stanford University where she was named an Arjay Miller Scholar.
Ms. McGlaughlin is active in the York community, serving as a board member, officer, or committee member of a number of private company and non-profit organizations. In addition, Ms. McGlaughlin was named a Central Penn Business Journal
Woman of Influence in 2015. The Board considered Ms. McGlaughlin’s experience in all aspects of running a business including strategic planning, marketing, production, finance, accounting, human resources, sales, and public relations and her
involvement in the community and determined that she would add a considerable benefit and diversity to the Company’s Board of Directors.
|
DIRECTORS WITH TERMS EXPIRING IN 2023
|
|
Robert P. Newcomer
Age 73
Director since 2013
|
Mr. Newcomer has been President of Newcomer Consulting LLC, which provide financial consulting services for public, private and not for profit organizations, since 2003. Prior to starting his own business, Mr.
Newcomer was with Glatfelter, York, PA, a public company and global manufacturer of specialty paper and engineered products, from 1972 to 2003. He was an Executive Vice President for Glatfelter from 1993 to 2001, and President and Chief
Operating Officer from 2001 to 2003. Mr. Newcomer also served as Dean of Business Affairs and CFO for York College of Pennsylvania from 2004 to 2006 and Interim President for York County Community Foundation from 2008 to 2009. Mr. Newcomer
participates as an officer, Board or committee member with various community and non-profit organizations. The Board determined that Mr. Newcomer’s experience leading a large public company, his financial background, board and committee
experience with other organizations, as well as his familiarity with the community in which the Company serves, would continue to benefit the Company’s Board of Directors.
|
Ernest J. Waters
Age 72
Director since 2007
|
Mr. Waters, now retired, served as Area Vice President and York Area Manager, Met-Ed, a FirstEnergy Company (an investor owned utility), from 1998 to 2009. In addition to management, Mr. Waters’ experience
includes public accounting, internal auditing and serving as an expert accounting witness in rate proceedings before the Pennsylvania Public Utility Commission, The Federal Energy Regulatory Commission, and the New York Public Service
Commission. Mr. Waters was formerly a Certified Public Accountant and holds an MBA degree. He serves as a director, chairman of the special joint compliance committee, and a member of the risk and audit committees of Fulton Financial
Corporation (a public company), and a director and chairman of the trust committee of Fulton Bank of Lancaster, PA (a subsidiary of Fulton Financial Corporation). Mr. Waters served on the board of Wellspan Health (a non-profit
organization.), chaired the audit committee, and was a member of the executive committee before ending his service in 2017 by reaching the maximum years allowed. Mr. Waters is an NACD Governance Fellow. The Board considered Mr. Waters’
prior experience in the utility industry and with regulatory matters and his current public company director and committee experience to be valuable and determined that his continued service on the Board will be beneficial to the Company’s
Board of Directors.
|
NOMINEES FOR ELECTION TO THREE YEAR TERMS EXPIRING IN 2024
|
|
Michael W. Gang, Esq.
Age 71
Director since 1996
|
Mr. Gang is a principal with Post & Schell PC (P & S), Harrisburg, PA, a Pennsylvania-based law firm, concentrating in regulatory matters. Mr. Gang currently serves as Chairperson of the P & S
Board of Directors. Mr. Gang was a partner in Morgan, Lewis & Bockius, Harrisburg, PA, an international law firm, from 1984 to 2005. Mr. Gang is counsel to numerous water, gas, and electric utilities which are regulated by the
Pennsylvania Public Utility Commission and has represented public utilities over a broad range of complex financial and tax issues in conjunction with economic regulation, financial statements, taxes and financing for 45 years. P & S is
currently regulatory counsel for the Company. The Board believes Mr. Gang’s legal and regulatory knowledge, as well as his experience with the Pennsylvania Public Utility Commission will continue to be a great benefit to the Company’s Board
of Directors.
|
Jeffrey R. Hines, P.E.
Age 60
Director since 2008
|
Mr. Hines, now retired, served as the President and Chief Executive Officer of the Company from 2008 to 2020. He was Chief Operating Officer and Secretary from 2007 to 2008, and Vice President of Engineering
from 1995 to 2006. Mr. Hines is a director and a member of the compensation, audit and corporate governance and nominating committees of Codorus Valley Bancorp in York, PA (a public company), and its wholly-owned subsidiary, Peoples Bank,
York, PA. Mr. Hines is a trustee and chair of York College of Pennsylvania and serves as director or committee member of various community and non-profit organizations. Mr. Hines was director with the National Association of Water Companies
at both the state and national levels. Mr. Hines is a licensed Professional Engineer in PA and MD and holds MBA and law degrees. The Board considered Mr. Hines’ prior experience within the Company, his industry experience, and his
educational background and determined that his continued service on the Board will be beneficial to the Company’s Board of Directors.
|
George W. Hodges
Age 71
Director since 2000
|
Mr. Hodges, now retired, served as non-executive Chairman of the Board of The Wolf Organization, regional distributor and manufacturer of kitchen and bath products and specialty building products, from 2008 to
2009. Prior to being Chairman, Mr. Hodges was a member of the Office of the President of The Wolf Organization from 1986 to 2006. Mr. Hodges is a director and a member of the audit and compensation committees of Fulton Financial Corporation
(a public company), in Lancaster, PA, and director of Fulton Bank, a subsidiary of Fulton Financial Corporation. Mr. Hodges is the Chairman of the Board of Burnham Holdings, in Lancaster, PA (a public company). Mr. Hodges is a director and
chairman of the Hodges Family Foundation and director emeritus of the Powder Mill Foundation, private charitable foundations in York, PA. Mr. Hodges is an NACD (National Association of Corporate Directors) Board Leadership Fellow. He also
serves and has served on the boards or committees of various non-profit and community organizations. The Board determined that Mr. Hodges’ business experience and leadership in the community as well as his extensive board and committee
service with various organizations will continue to benefit the Company’s Board of Directors.
|
George Hay Kain, III
Age 73
Director since 1986
|
Mr. Kain has been an academic since 2007 and was a consultant from 2004 to 2007. Mr. Kain ran his own law office from 1982 to 2004, handling all aspects of the business, specializing in pipeline condemnation
cases for a local utility, and cases involving real estate, and estates and trusts. Mr. Kain was a solicitor for York County Children and Youth Services. He also practiced in the local juvenile court, the Pennsylvania Superior Court, and
the Pennsylvania Supreme Court. Mr. Kain was admitted to the bar of the Supreme Court of the United States. Mr. Kain is also actively involved in various non-profit organizations. The Board considered Mr. Kain’s legal experience as well as
his commitment and contributions to the Company over the past 35 years and determined that his continued service will be beneficial to the Company’s Board of Directors.
|
Mark A. Wheeler
Age 54
Officer since 2019
|
Mr. Wheeler has been Chief Operating Officer of the Company since March 2020. Prior to his current position, Mr. Wheeler was Chief Administrative Officer from September 2019 to February 2020. Prior to joining
the Company, Mr. Wheeler was the Chief Financial Officer for Knott Mechanical, Hunt Valley, MD from July 2015 to August 2019, Chief Financial Officer for New Standard Corporation, York, PA from January 2006 to July 2015, Senior Manager,
Financial Analysis for Armstrong World Industries, Lancaster, PA from November 2004 to January 2006, and Site Controller for Armstrong World Industries, Lancaster, PA from March 2003 to November 2004. Prior to that, Mr. Wheeler held various
positions of increasing responsibility for York International Corporation and Gichner Systems Group.
|
|||
Matthew E. Poff, CPA
Age 50
Officer since 2018
|
Mr. Poff has been Chief Financial Officer and Treasurer of the Company since January 2018. Prior to his current position, Mr. Poff was Controller and Assistant Treasurer from May 2017 to December 2017, and
Controller from June 2009 to April 2017. Prior to joining the Company, Mr. Poff was the Chief Financial Officer for I.B. Abel, Inc., an electrical contractor in York, PA, from October 2006 to May 2009, and held various positions of
increasing responsibility at Beard Miller Company LLP, a regional accounting firm in York, PA for more than ten years. Mr. Poff is a licensed Certified Public Accountant in Pennsylvania.
|
|||
Alexandra C.
Chiaruttini, Esq. Age 51
Officer since 2020
|
Ms. Chiaruttini has been Chief Administrative Officer and General Counsel of the Company since October 2020. Prior to joining the Company, Ms. Chiaruttini was the Chief Counsel for the Pennsylvania Department
of Environmental Protection, Harrisburg, PA from October 2015 to September 2020, Partner and Chair of Environmental Practice for Stock and Leader, LP, York, PA from February 2008 to September 2015, Associate in the Environmental Law and Toxic
Tort Practice Group for McNees Wallace & Nurick, LLC, Harrisburg, PA from March 2001 to January 2008, and the Assistant Regional Counsel of the Southcentral Office of the Pennsylvania Department of Environmental Protection, Harrisburg, PA
from September 1997 to February 2001.
|
|||
Vernon L. Bracey
Age 60
Officer since 2003
|
Mr. Bracey has been Vice President of Customer Service of the Company since March 2003. Prior to his current position, Mr. Bracey was Customer Service Manager from January 2000 to February 2003 and Meter
Reading Manager from September 1998 to December 1999. Prior to joining the Company, Mr. Bracey held various positions in economic development, energy services and public and community relations at GPU Energy, A First Energy Company, from
March 1983 to August 1998.
|
|||
Natalee C. Gunderson,
SHRM-CP Age 34
Officer since 2019
|
Ms. Gunderson has been Vice President of Human Resources of the Company since January 2019. Prior to her current position, Ms. Gunderson was Human Resources Manager from October 2015 to January 2019, Customer
Service Manager from December 2012 to September 2015, and Customer Service Lead from August 2011 to November 2012. Prior to joining the Company, Ms. Gunderson was a staffing manager for JFC Staffing Companies, Camp Hill, PA from September
2010 to July 2011 and Assistant Manager for Charlotte Russe, Inc., Camp Hill, PA from August 2009 to August 2010.
|
|||
Mark J. Hardman
Age 49
Officer since 2019
|
Mr. Hardman has been Vice President of Technology of the Company since January 2019. Prior to his current position, Mr. Hardman was Information Technology and Services Administrator from January 2016 to
January 2019 and Oracle Application Engineer from June 2008 to December 2015. Prior to joining the Company, Mr. Hardman was a database administrator for Harford Community College, Bel Air, MD from 2005 to June 2008 and Administrative
Computing Consultant for Asbury Theological Seminary, Wilmore, KY from 1995 to 2005.
|
|||
Mark S. Snyder, P.E.
Age 51
Officer since 2009
|
Mr. Snyder has been Vice President-Engineering since May 2009. Prior to his current position, Mr. Snyder was Engineering Manager from October 2007 to April 2009 and Engineer from December 2006 to October
2007. Prior to joining the Company, Mr. Snyder was a project engineer with Buchart Horn, Inc., York, PA, an international engineering firm from April 2001 to December 2006, and a project engineer for Rettew Associates, Lancaster, PA, a
national engineering firm, from December 1996 to April 2001. Mr. Snyder is a licensed Professional Engineer in Pennsylvania.
|
1.
|
Has been employed by the Company or its affiliates in the current year or past three years;
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2.
|
Has accepted, or has an immediate family member who has accepted, any compensation from the Company in excess of $120,000 during any period of twelve consecutive months within the three years preceding the
determination of independence (except for payment for Board service, retirement plan benefits or non-discretionary compensation, or in the case of an immediate family member compensation as an employee);
|
3.
|
Has an immediate family member who is, or has been in the past three years, employed by the Company as an executive officer;
|
4.
|
Has been or has an immediate family member who has been a partner in, a controlling shareholder or an executive officer of any organization to which the Company made or from which it received, payments (other
than those which arise solely from investments in the Company’s securities or under non-discretionary charitable contribution matching programs) that exceed five percent of the recipient’s consolidated gross revenues for that year, or
$200,000, whichever is more, in any of the past three fiscal years;
|
5.
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Has been or has an immediate family member who has been employed as an executive of another entity where any of the Company’s executives serve or have served during the past three years on that entity’s
compensation committee; and
|
6.
|
Is or has an immediate family member who is a current partner of the Company’s outside auditor, or was a partner or employee of the Company’s outside auditor who worked on the Company’s audit at any time
during any of the past three years.
|
|
Steven R. Rasmussen, CPA
Chairperson
|
||
Erin C. McGlaughlin
Member
|
Robert P. Newcomer
Member
|
Ernest J. Waters
Member
|
2021
|
2020
|
|||
Audit Fees (1)
|
$166,393
|
$157,150
|
||
Audit Related Fees
|
-
|
-
|
||
Tax Fees (2)
|
15,150
|
14,650
|
||
All Other Fees
|
-
|
-
|
||
$181,543
|
$171,800
|
(1)
|
Professional services rendered for 2021 and 2020 include (a) the audit of the Company's annual financial statements, and (b) the review of the financial statements included in the Company's Quarterly Reports
on Form 10-Q. In addition, 2021 fees include consent procedures in connection with a registration statement.
|
(2) |
Tax fees include preparation of the federal income tax return and other tax matters.
|
Name
|
Title
|
Joseph T. Hand
|
President, Chief Executive Officer
|
Mark A. Wheeler
|
Chief Operating Officer
|
Matthew E. Poff, CPA
|
Chief Financial Officer
|
•
|
Net income and earnings per share (EPS) were $17.0 million, and $1.30, respectively, compared to $16.6 million and $1.27 in 2020;
|
•
|
In 2021, the Board of Directors approved a 4% increase in the quarterly dividend to an annualized rate of $0.78 per share;
|
•
|
The Company is making significant investments to build and improve its communities’ infrastructure. Over the past three years, the Company has invested over $85 million in infrastructure improvements,
including system improvements and infrastructure to ensure a safe, adequate, and reliable supply of drinking water and to maintain proper handling and disposal of wastewater for all customers;
|
•
|
The Company’s long-term performance is strong with three-year average annual total shareholder return at 19.0% and three-year average annual return on equity of 11.1%.
|
Non-Equity
|
Nonqualified
|
|||||||||||
Incentive Plan
|
Deferred
|
All Other
|
||||||||||
Name and
|
Stock
|
Compensation
|
Compensation
|
Compensation
|
||||||||
Principal Position
|
Year
|
Salary (1)
|
Awards (2)
|
(3)
|
Earnings (4)
|
(5)
|
Total
|
|||||
Joseph T. Hand
|
2021
|
$302,628
|
$102,800
|
$15,500
|
$57,329
|
$9,057
|
$487,314
|
|||||
President, Chief
|
2020
|
293,151
|
46,000
|
15,000
|
81,634
|
9,699
|
445,484
|
|||||
Executive Officer
|
||||||||||||
Mark A. Wheeler
|
2021
|
197,862
|
39,000
|
10,300
|
19,396
|
30,375
|
296,933
|
|||||
Chief Operating
|
2020
|
187,870
|
12,000
|
9,750
|
-
|
11,759
|
221,379
|
|||||
Officer
|
||||||||||||
Matthew E. Poff, CPA
|
2021
|
210,158
|
41,600
|
10,800
|
16,449
|
10,925
|
289,932
|
|||||
Chief Financial
|
2020
|
206,596
|
40,000
|
10,400
|
21,278
|
10,399
|
288,673
|
|||||
Officer
|
(1)
|
To assist the Company in establishing base salary in 2021, the Compensation Committee directed management to engage Mosteller & Associates, Reading, PA (“the Consultant”), to evaluate compensation for
senior management relative to the market. The Compensation Committee has concluded that the Consultant is an independent consultant after considering the factors relevant to the Consultant’s independence from management, including the
factors set forth in the NASDAQ and SEC rules regarding compensation consultant independence. The Consultant provides no other services to the Company other than serving as the Compensation Committee’s compensation consultant.
|
(2)
|
In 2016, shareholders approved a Long-Term Incentive Plan to advance the long-term success of the Company, and to increase shareholder value by providing the incentive of long-term stock-based awards to
officers, directors and key employees. The plan is administered by the Compensation Committee, which has complete and final authority to, among other things, select participants, to determine the goals and circumstances under which
incentive awards are granted, to grant awards and to construe and interpret the Plan. Decisions of the Compensation Committee with respect to the administration and interpretation of the Plan are final, conclusive and binding upon all
participants.
|
(3)
|
The Company’s practice is to use cash awards to incentivize its senior managers in the short-term to create value for its customers and shareholders. To that end, the Company adopted a Cash Incentive Plan in
2005, pursuant to which the Compensation Committee sets annual performance objectives and target incentive payment amounts. All supervisors and managers participate in the plan, including the named executive officers.
|
(4)
|
Amounts presented represent the change in the present value of the named executive officer’s benefit under the Company’s supplemental executive retirement plan described in the “Retirement Benefits” section
below. The change in supplemental executive retirement plan can vary from year to year due to changes in the discount rate used to calculate the present value. When the discount rate increases, the present value of the non-qualified
deferred compensation liability decreases. The change was lower in 2021 than in 2020 due to an increase in the discount rate to 2.65% in 2021 from 2.30% in 2020.
|
(5)
|
Amounts presented represent the Company contributions to the named executive officer’s 401(k) account described in the “Retirement Benefits” section below, credited earnings, tax savings and Company
contributions for non-qualified deferred compensation described in the “Retirement Benefits” section below, and personal use of company vehicles. The most common personal use of company vehicles by senior management is commuting to and
from work. No named executive officer receives perquisites valued in the aggregate at $10,000 or more. Named executive officers participate in the Company's other benefit plans on the same terms as other employees. These plans include
medical and health insurance, life insurance and employee stock purchase plan (“ESPP”). Under the ESPP, full-time employees with at least 90 days of service are eligible to purchase company stock through payroll deduction, up to 10% of
their regular salary, at a 5% discount from fair market value. The Compensation Committee considers the ESPP as a contributing factor to hiring and retaining employees, and as a way of aligning employee interests with those of
shareholders.
|
Name and Principal Position
|
Equity Incentive
Plan Awards: Number of Shares That Have Not Vested
|
Equity Incentive
Plan Awards:
Market Value of Shares That Have Not Vested
|
||
Joseph T. Hand
President, Chief Executive Officer
|
3,122
|
$155,413
|
||
Mark A. Wheeler
Chief Operating Officer
|
940
|
$46,793
|
||
Matthew E. Poff, CPA
Chief Financial Officer
|
1,781
|
$88,658
|
•
|
Any person or affiliated group (with limited exceptions) becomes the beneficial owner in the aggregate of 50 percent or more of all of the voting securities;
|
•
|
A majority of the Board of Directors is involuntarily removed or defeated for re-election to the Board of Directors (for example, as a result of a proxy contest);
|
•
|
The Company is party to a merger or reorganization pursuant to which the holders of the voting securities prior to such transaction become the holders of 50 percent or less of the voting securities of the new
merged or reorganized company; or
|
•
|
The Company is liquidated or dissolved, or all its assets are sold to a third party.
|
•
|
misappropriation of funds or any act of common law fraud;
|
•
|
habitual insobriety or substance abuse;
|
•
|
conviction of a felony or any crime involving moral turpitude;
|
•
|
willful misconduct or gross negligence by the senior manager in the performance of his duties;
|
•
|
the willful failure of the senior manager to perform a material function of his duties; or
|
•
|
the senior manager engaging in a conflict of interest or other breach of fiduciary duty.
|
•
|
the Company has breached the change in control agreement;
|
•
|
the Company has significantly reduced the authority, duties or responsibilities of the senior manager or reduced his base compensation or annual bonus compensation opportunity;
|
•
|
the Company has reduced the senior manager from the employment grade or officer positions which he holds; or
|
•
|
the Company has transferred the senior manager, without his express written consent, to a location that is more than 50 miles from his principal place of business immediately preceding the change of control.
|
•
|
participate in the ownership, management, operation, control or financing of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with or use
or permit his name to be used in connection with, any business or enterprise engaged in by the Company within its franchised territory;
|
•
|
solicit or attempt to convert any account or customer of the Company to another supplier; or
|
•
|
solicit or attempt to hire any employee of the Company.
|
Director
|
Fees
Paid in Cash
|
Stock Awards
|
Total |
Cynthia A. Dotzel, CPA
|
$34,653
|
$5,397
|
$40,050
|
Michael W. Gang, Esq.
|
25,893
|
5,397
|
31,290
|
Jeffrey R. Hines, P.E.
|
25,893
|
4,523
|
30,416
|
George W. Hodges
|
30,113
|
5,397
|
35,510
|
George Hay Kain III
|
25,843
|
5,397
|
31,240
|
Jody L. Keller, SPHR
|
26,373
|
5,397
|
31,770
|
Erin C. McGlaughlin
|
31,323
|
5,397
|
36,720
|
Robert P. Newcomer
|
30,483
|
5,397
|
35,880
|
Steven R. Rasmussen, CPA
|
33,883
|
5,397
|
39,280
|
Ernest J. Waters
|
30,983
|
5,397
|
36,380
|
Board
|
Executive Committee
|
Audit Committee
|
Nomination & Corporate Governance Committee
|
Compensation Committee
|
|
Chairperson
|
$2,500
|
$1,200
|
$1,800
|
$1,090
|
$1,090
|
Directors/Members
|
$810
|
$890
|
$950
|
$840
|
$840
|
1 Year York Water Chart |
1 Month York Water Chart |
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