5 Berkshire Street
Feet
560
280
140
raedicew
Teves HITERARETED Pru Trak LATEST thicna Oneanne OF
TWEE LERESEVLITY AML, AB BUCH, ARE OLY COYLONG EA TEED NY LEGEND
simneerre EOE A BEREAN PR PCED UGE, sa nos STOUR
DEVELO aE OF BOERNE Y.TE DUDES ELIT Bow OH Pa
SEASON Do cE OE RON
AF = eroead Reon TO WE fey
8 eed TORE eT
APPROVED
/RASHLA CITY PLANNING BOARD
— EAR SETA beat
2uP O12 Lore
MAP OID LOT 22 LISTER
Ta RESTLLE ReLIOT eareapasd AUPere Lords
TAM RECHRLLE 2.U0T aR 1 b auPee t0F #
TRE” ABRIL L KROTA EL BARLOW
Bo Rarise é x 5 ae Hedhegcaal cubes a9
x GO H0s
im FeA ; é ef Rem DaNCE ae re e
x woRS
A a
# 2 _
pee ee a peng ERITH E
corer pep mae fe
} DERGEO IEEE DE iptaiks Semae
exsT. 7M” sia LLM ELAL ELAS: were
3 L4 C8 rp
wan E || EE BT ORAGE
Gee be0 TOR ay wp
Geo eigs puncrs
EO LEL GT Ena ee eattes :
PAGERS LEED a pe nie EIS ESEINTD: 8 rye
AeaP Eid : EEL MEMLECELE th -oneze's ‘teas
i TOR
BOK tL KAPP 8 . bo onaRe ER ms
RUSAM A KMADE 9 .
eo = B Ea mes
Ghasea py ems we Le | i weaene nae
ped iy Be AcE ia
0.38. A ad 3 * EMIS TING
L (sa20 Ur) 5 DWELLING
ry pe Viet ype
POG LOGE Spey
ELLGHLEEZ Lg M4,
a
& oe
ee
' ths
. th € oo.3i
SBaezer snow
BERKSHIRE (PULLISHIO FT WEED STREET
qapare Lore
1B BERIUANY BINEET tm
Bek BRIAN J. SULLIVAN
Be, REMI MAW BS UULLIVAN
ry)
ORSTES POI
ONG. FA:
USE REBOPKE
PORE Dain pooh at
ATE
J THE ONDERSIGHID GOES ERGY AGREE TO PEAPORM ALL DP TRE STE
WARNE METS AB OM THON PLAN AAD AS
CORDONED OF
REQURE OE
om
LD Hayner/Swauson, fre.
Civil Engineers/Land Surveyors
February 16, 2021
Ms, Marcia Wilkins
City of Nashua Planning Department
City Hall
229 Main Street
Nashua, NH 03060
RE: PROPOSED ADDRESS REQUEST
5 BERKSHIRE STREET
NASHUA, NH
Dear Marcia:
On behalf of Forcier Contracting & Building Services, Inc., and Mr. Stephen D.
Denison, we are requesting to be placed on a Board of Aldermen agenda for the
purpose of assigning an address for the additional lot created by our proposed
subdivision at 5 Berkshire Street. We have submitted the subdivision plan set for the
March 18, 2021 Planning Board meeting.
The address of the existing building on the site is 5 Berkshire Street. The
abutting parcel to the northeast of the development has an address of 3 Berkshire
Street while the abutting parcel to the southwest has an address of 7 Berkshire Street.
Accommodations need to be made for one the two new lots as the 5 Berkshire Street
address can be recycled, should our plan be approved by the Planning Board. We are
not proposing to inconvenience of neighbors altering any addresses of the existing
Berkshire Street homes.
Please find enclosed with this letter the following items:
1) A notarized request letter from Mr. John Forcier of Forcier Contracting &
Building Services, Inc. and Mr. Stephen D. Denison; the ownership entity of
the existing 5 Berkshire Street property.
2) AGIS vicinity map detailing the abutting addresses of the two parcels - 3
and 7 Berkshire Street - on both sides of 5 Berkshire Street.
3) A subdivision plan set showing the two lots we are proposing to result from
the subdivision of 5 Berkshire Street.
Thank you for your consideration regarding this matter. If you have any
questions regarding our request, please don’t hesitate to contact me.
Respectfully,
g b yt gi
teven J. Augen
Project Manager
Hayner/Swanson, Inc.
3 Congress St. Nashua. NH 03062 - (603) 883-2057
131 Middlesex Turnpike, Burlington, MA 01803 - (781) 203-150)
www. hayner-swanson.com
Hayner/Swanson, ine.
Civil Engineers/Land Surveyors
February 16, 2021
Ms. Lori Wilshire, President
City of Nashua Board of Aldermen
City Hall
229 Main Street
Nashua, NH 03060
RE: PROPOSED ADDRESS DETERMINATION REQUEST
5 BERKSHIRE STREET
NASHUA, NH
Dear Ms, Wilshire:
We are writing to request an address determination for a proposed residential Jot
resulting from our subdivision plan that has been submitted for the March 18, 2021
Nashua City Planning Board hearing.
The subdivision creates two residential lots. The address of the existing building
on the site is 5 Berkshire Street. As shown on the accompanying subdivision plan and
City of Nashua GIS Map, the abutting lots on both sides of our lot have addresses of 3
Berkshire Street and 7 Berkshire Street. Our current address of 5 Berkshire can be used
again for one of the proposed lots, however, should our plan be approved by the
Planning Board, we will need an additional address number for the second lot. The City
of Nashua Fire Marshal's Office and the City of Nashua Planning Department informed us
that we need to seek your input for the new lot number.
Please find enclosed with this letter a GIS Vicinity map showing the existing
street addresses and a copy of the subdivision plan (Sheet 1 of 5) showing the existing
abutting addresses. If you have any questions regarding our input on this matter, please
don't hesitate to contact Steven Auger at Hayner/Swanson, Inc. or to contact us directly.
Won +.
Stephen D. Denison
Map 61B, Lot 29
Building Services, Inc. 13 Berkshire Road
Map 618, Lot 29 Nashua, NH 03064-1309
24 Merrimack Street
Nashua, NH 03064
taduludenbor Ikon
MICHELLE L. DALTON
Notary Public - ne
MICHELLE L. DALTON My Gommission Expires 4 nuenraae
Notary Public - New Hampshire anuary 23, 202.
My Commission Expires January 23, 2024
3 Congress St. Nashua, NH 03062 « (603) 883-2057
131 Middlesex Turnpike, Burlington. MA O1803 - (781) 203-1501
www hayner-swanson.com
F Berkshi
SA Hl <
“As
yoo
ABUTTER LIST
Job Ne. $763
February 18, 2021
Map
OWNER(S):
61B
61B
ABUTTERS:
61B
61B
61B
61B
61B
61B
é1B
Lot No.
29
29
27
34
45
49
Name & Address
Forcier Contracting & Building Services, Inc,
c/o John Forcier, President
24 Merrimack: Street
Nashua, NH 03064
Stephen D. Denison
13 Berkshire Street
Nashua, NH 03064
Brian J. & Shawna B. Sullivan
4 Berkshire Street
Nashua, NH 03064-1310
Ross Brown
6 Berkshire Street
Nashua, NH 03064-1310
Rick H. & Susan A. Knapp
7 Berkshire Street
Nashua, NH 03064-1311
Deborzh J. Duncan
3 Berkshire Street
Nashua, NH 03064-1310
Darrel R. & Krista M. Barlow
4 Essex Street
Nashua, NH 03064-1353
Teresa M. Lister
8 Essex Street
Nashua, NH 03064
Kevin Robert Elliott &
Tammi Rechelle Elliott
12 Essex Street
Nashua, NH 03064
James N. Petropulos, P.E.
Hayner/Swanson, Inc.
3 Congress Street
Nashua, NH 03062-3301
Dennis C. Pollock, LLS
Hayne1/Swanson, Inc.
3 Congress Street
Nashua, NH 03062-3301
VO PENNICHUCK’
PENNICHUCK CORPORATION
25 Walnut Street
Nashua, New Hampshire 03060
PROXY STATEMENT
2021 Annual Meeting of Sole Shareholder
To be Held on Saturday, May 8, 2021, at 9:00 a.m.
To Attend the Meeting: Dial 1-425-436-6322, then Enter Access Code 871028#
This Proxy Statement is furnished to the City of Nashua, New Hampshire (the “City”), in its
capacity as the Sole Shareholder of Pennichuck Corporation (“Pennichuck Corporation” or the
“Company”), by the Board of Directors of Pennichuck Corporation, in connection with the
solicitation of a proxy to be voted at the Annual Meeting of Sole Shareholder for the purpose set
forth in the accompanying Notice of Annual Meeting of Sole Shareholder.
The Annual Meeting will be held on Saturday, May 8, 2021, at 9:00 a.m. Due to the state of
emergency declared by Governor Sununu relating to the COVID-19 Virus, the Annual Meeting
of Sole Shareholder will be conducted via electronic and telephonic means. To attend the meeting,
please use the following dial-in instructions: Dial-in Number: 1-425-436-6322, Access
Code: 871028#.
Matter to be Voted Upon at the Annual Meeting
At the Annual Meeting, the City, in its capacity as the Sole Shareholder of Pennichuck Corporation,
is being asked to consider and vote upon the following:
(1) To elect David P. Bernier, Stephen D. Genest and Thomas J. Leonard to the
Pennichuck Corporation Board of Directors, as Class C directors, each for a three-
year term, and until their successors are elected and qualified.
Voting at the Annual Meeting
Background. Pennichuck Corporation was acquired by the City on January 25, 2012. This
acquisition was accomplished pursuant to an Agreement and Plan of Merger reached between the
City and Pennichuck Corporation dated November 11, 2010 (the “Merger Agreement”). The
transaction, in which the City issued $150.6 million of general obligation bonds to acquire the
outstanding stock of Pennichuck Corporation and pay all transaction costs, was authorized by
special legislation enacted by the State Legislature in 2007 and 2010. The Mayor and the Board
of Aldermen unanimously approved the acquisition pursuant to this special legislation on
January 11, 2011. The New Hampshire Public Utilities Commission approved the Merger
Agreement on November 23, 2011, concluding that “the transaction is in the public interest and
will not have an adverse effect on rates, terms, service, or operation of the utilities.”
Corporate Structure. As part of the acquisition, the corporate structure of Pennichuck
Corporation and its utility subsidiaries was retained. Under this structure, the City is the sole
shareholder of Pennichuck Corporation. Pennichuck Corporation continues to own five
corporate subsidiaries, including three regulated public utilities (Pennichuck Water Works, Inc.,
Pennichuck East Utility, Inc., and Pittsfield Aqueduct Company, Inc.), an unregulated service
company (Pennichuck Water Service Corporation), and a former real estate holding company
(The Southwood Corporation).
Election of the Board of Directors. Under this corporate governance system, the City exercises
its control over Pennichuck Corporation in its capacity as the Company’s Sole Shareholder in
accordance with the Articles of Incorporation, the By-Laws and the New Hampshire laws
governing business corporations. In accordance with these rules, Pennichuck Corporation’s
business affairs are managed and overseen by a Board of Directors. One of the most important
responsibilities of the City, in its capacity as Sole Shareholder, is to elect members of the Board
of Directors from individuals nominated by the Pennichuck Corporation Board of Directors at
the Company’s Annual Meeting.
Voting at the Annual Meeting. It is important to remember that the City itself is the Sole
Shareholder, not any individual person who may hold an office with the City. The City must
exercise its responsibilities as Sole Shareholder through public meetings of the City’s Board of
Aldermen and Mayor, acting in accordance with applicable New Hampshire laws and the
provisions of the City Charter. As a municipal entity, the City is not typically in a position to
“attend” an annual meeting, or any other meeting of the Sole Shareholder, “in person.”
Traditional corporate law principles provide a ready solution for this type of “institutional”
voting of shares. As the Sole Shareholder, the City may review the proposed vote and take
action at appropriate City meetings determined by the City. The City may then either designate
an individual person to attend the Annual Meeting in person with the authority to vote the City’s
shares in accordance with the City’s determination, or the City may vote its shares by proxy.
To facilitate these options, the Pennichuck Corporation Board of Directors has prepared this
Proxy Statement which contains details of the business to be conducted at the Annual Meeting.
If the City determines to vote its shares by proxy, it should cause the enclosed proxy card to be
completed and returned to Pennichuck Corporation prior to the Annual Meeting. By executing
the enclosed proxy card, the City will be designating the actions it has determined to take with
respect to the matters to be heard at the Annual Meeting and will be authorizing the officers of
the Company named on the proxy card to act as the City’s proxy to vote on the City’s behalf at
the Annual Meeting in accordance with the instructions set forth on the proxy card.
Corporate Governance Matters
Current Board of Directors. The Pennichuck Corporation Board of Directors is divided into
three classes, each class serving for three years following their election and until their successors
have been elected and qualified.
The number of Directors is currently fixed at eleven. Of the eleven directors, three have terms
ending in 2021 (Class C), four have terms ending in 2022 (Class A), and four have terms ending
in 2023 (Class B).
The current members of the Company’s Board of Directors are as follows:
Term Expiring 2021 Term Expiring 2022 Term Expiring 2023
Class C Class A Class B
David P. Bernier C. George Bower James P. Dore
Stephen D. Genest Jay N. Lustig Elizabeth A. Dunn
Thomas J. Leonard John D. McGrath H. Scott Flegal
Preston J. Stanley, Jr. Deborah Novotny
Board Meetings, Committee Meetings and Attendance. In 2020, the Company’s Board of
Directors held 14 Board meetings and 12 Committee meetings. Each current member of the
Board attended a majority of the total number of meetings of the Board of Directors and the
number of meetings of all committees of the Board on which they served. All members of the
Board of Directors attended the 2020 Annual Meeting of Sole Shareholder.
Board Compensation. In 2020, each director, with the exception of Scott Flegal, received an
annual retainer of $12,000. Mr. Flegal, who joined the Board on May 2, 2020, received $8,000
in compensation for his services as a director.
Annual Performance Evaluation. The Board of Directors conducts an annual self-evaluation
of the Board and its Committees to determine whether they are functioning effectively. Each
Committee is also required to evaluate their performance.
Corporate Code of Conduct. The Company has adopted a written Corporate Code of Conduct
that applies to its directors, officers and employees. A current copy of the Corporate Code of
Conduct can be found on the Company’s website at www.pennichuck.com, under the “Board of
Directors — Meetings, Minutes and Corporate Governance” caption.
Board Committees. The Board of Directors has established four standing committees: the
Audit, Finance and Risk Committee, the Communications Committee, the Compensation and
Benefits Committee, and the Nominating and Governance Committee.
Each Committee has adopted a written Charter which sets forth its purpose, membership,
duties and responsibilities. A copy of each Charter can be found on the Company’s website at
www.pennichuck.com, under the “Board of Directors — Meetings, Minutes and Corporate
Governance” caption.
The current members of the Board Committees are as follows:
Audit, Finance and Risk Committee Communications Committee
James P. Dore, Chairman Jay N. Lustig, Chairman
C. George Bower James P. Dore
H. Scott Flegal Thomas J. Leonard
Thomas J. Leonard Deborah Novotny
Deborah Novotny Preston J. Stanley, Jr.
Compensation and Benefits Committee Nominating and Governance Committee
Stephen D. Genest, Chairman Elizabeth A. Dunn, Chairman
David P. Bernier Stephen D. Genest
C. George Bower Thomas J. Leonard
Elizabeth A. Dunn Jay N. Lustig
Thomas J. Leonard Preston J. Stanley, Jr.
John D. McGrath
Audit, Finance and Risk Committee. The Audit, Finance and Risk Committee is responsible for
the appointment, compensation and retention of the independent auditors; preapproval of all
audit and non-audit services to be provided by the independent auditors; review and approval of
all related party transactions; review and evaluation of the qualifications, performance and
independence of the lead partner of the independent auditors; oversight of the integrity of the
Company’s financial statements and internal controls; oversight of Company financing activities;
oversight of the policies and procedures established to assess, monitor and control operational
and financial risk; and oversight of the Company’s insurance programs. The Audit, Finance and
Risk Committee held 3 meetings in 2020.
Communications Committee. The Communications Committee develops and assists with the
policies and strategies of external communications between the Board, the Company and the
Sole Shareholder, other stakeholders, and the public, as needed. The Communications
Committee did not meet in 2020.
Compensation and Benefits Committee. The Compensation and Benefits Committee is
responsible for annually reviewing and approving corporate goals and objectives relevant to
Chief Executive Officer compensation; evaluating the Chief Executive Officer’s performance in
light of those goals and objectives, and determining and recommending to the Board of Directors
the Chief Executive Officer’s compensation based on evaluation of performance; reviewing and
approving executive salaries; reviewing and approving any employment agreements, special
compensation and benefits, or severance arrangements as they pertain to executive officers other
than the Chief Executive Officer; overseeing the Company’s compensation and benefit policies;
and recommending to the Board of Directors the establishment, termination or amendment of
existing Compensation and employee benefit plans. The Compensation and Benefits Committee
held 6 meetings in 2020.
