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V2 PENNICHUCK®

PENNICHUCK CORPORATION
25 Walnut Street
Nashua, New Hampshire 03060

PROXY STATEMENT

2022 Annual Meeting of Sole Shareholder
To be Held on Saturday, May 7, 2022, at 9:00 a.m. at
Pennichuck’s Distribution Facility, 16 Daniel Webster Highway, Merrimack, NH

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 at Pennichuck’s Distribution Facility, 16 Daniel Webster
Highway, Merrimack, New Hampshire, on Saturday, May 7, 2022, at 9:00 a.m.

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 increase the number of directors from eleven to a full slate of thirteen
directors, and to: (a) elect C. George Bower, Amymarie R. Corriveau, Jay N.
Lustig, John D. McGrath and Preston J. Stanley, Jr. to the Pennichuck
Corporation Board of Directors, as Class A directors, each for a three-year
term, and until their successors are elected and qualified, and (b) elect Sarah
Pillsbury to the Pennichuck Corporation Board of Directors, as a Class C
director, for a two-year term, and until her successor is 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, four have terms
ending in 2022 (Class A), four have terms ending in 2023 (Class B), and three have terms ending
in 2024 (Class C).

The current members of the Company’s Board of Directors are as follows:

Term Expiring 2022 Term Expiring 2023 Term Expiring 2024
Class A Class B Class C

C. George Bower James P. Dore David P. Bernier

Jay N. Lustig Elizabeth A. Dunn Stephen D. Genest

John D. McGrath H. Scott Flegal Thomas J. Leonard

Preston J. Stanley, Jr. Deborah Novotny

The Board of Directors is recommending that the Sole Shareholder elect two new members to
the Board, Amymarie R. Corriveau (Class A) and Sarah Pillsbury (Class C), increasing the
current number of directors from eleven to a full slate of thirteen.

Board Meetings, Committee Meetings and Attendance. In 2021, the Company’s Board of
Directors held 13 Board meetings and 14 Committee meetings, either virtually or in person.
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 but two members of the Board of Directors attended the 2021 “virtual” Annual
Meeting of Sole Shareholder.

Board Compensation. \n 2021, each director received an annual retainer of $12,000.

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
C. George Bower

H. Scott Flegal

Thomas J. Leonard
Deborah Novotny

Jay N. Lustig, Chairman
James P. Dore

Thomas J. Leonard
Deborah Novotny
Preston J. Stanley, Jr.

Compensation and Benefits Committee Nominating and Governance Committee

Elizabeth A. Dunn, Chairman
Stephen D. Genest

Thomas J. Leonard

Jay N. Lustig

Preston J. Stanley, Jr.

Stephen D. Genest, Chairman
David P. Bernier

C. George Bower

Elizabeth A. Dunn

Thomas J, Leonard

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 2021, either virtually or in person.

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 held
1 virtual meeting in 2021. The Board of Directors, at their March 25, 2022 meeting, voted to
dissolve the Communications Committee and to add the purpose and responsibilities of the
Communications Committee to the Nominating and Governance Committee Charter.

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,
other than those overseen directly by the Board of Directors; recommending to the Board of
Directors the establishment, termination or amendment of existing compensation and employee

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benefit plans, other than those under the purview of the Board of Directors or other designated
committees; and developing a succession plan for the Chief Executive Officer and senior
management and making recommendations for succession to the Board of Directors. The
Compensation and Benefits Committee held 4 meetings in 2021, either virtually or in person.

Nominating and Governance Committee. The Nominating and Governance Committee is
responsible for identifying individuals qualified to become Board members; recommending to the
Board the persons to be nominated by the Board for election as directors at the Annual Meeting of
Sole Shareholder; developing and recommending to the Board of Directors a set of corporate
governance principles; overseeing an annual self-evaluation of the Board; and annually reviewing
the Corporate Code of Conduct. The Nominating and Governance Committee is authorized to
retain advisors and consultants and to compensate them for their services. The Nominating and
Governance Committee did not retain such advisors or consultants during 2021. The Nominating
and Governance Committee held 5 meetings in 2021, either virtually or in person.

As part of the nomination process, the Nominating and Governance Committee reviewed the
current composition of the Board as a whole, reviewed the qualifications and performance of the
incumbent directors who are up for re-election to the Board in 2022, discussed recommendations
from Board members and management to identify potential director candidates, evaluated the
biographical and background information of potential director candidates, and held both non-
public and public interviews of selected candidates.

The Nominating and Governance Committee considers whether to nominate any candidate for
director in accordance with the criteria set forth in its Charter, subject to the restrictions set forth
in the Company’s By-Laws. These criteria include the candidate’s integrity, business acumen,
knowledge of the Company’s business and industry, experience, diligence, conflicts of interest,
and the ability to act in the interests of the Sole Shareholder. The Committee does not assign
specific weights to particular criteria and no particular criterion is a prerequisite for each
prospective nominee. The backgrounds and qualifications of the Company’s directors,
considered as a group, should provide a composite mix of experience, knowledge and abilities
that will allow the Board of Directors to fulfill its responsibilities.

Senior Management. The members of the Company’s Senior Management team are as follows:
Larry D. Goodhue, Chief Executive Officer and Chief Financial Officer

Mr. Goodhue has been the Chief Executive Officer and Chief Financial Officer of
Pennichuck Corporation and its subsidiaries since November 6, 2015. He was the Chief
Financial Officer and Controller from March 2012 through November 2015, and Treasurer
from March 2012 until May 2, 2020. He was Controller from December 2006 to March
2012. Mr. Goodhue served as a financial consultant to Metrobility Optical Systems, Inc.
from July 2006 to October 2006 and to Pennichuck Corporation from October 2006 to
November 2006. From October 2005 to June 2006, he was the Vice President of Finance
and Administration for Metrobility Optical Systems, Inc. and the Corporate Controller from
September 2000 to September 2005. From May 2000 to August 2000, he served as Acting
Chief Operating Officer for Annalee Mobilitee Dolls, Inc. and was the Controller from
January 1998 to April 2000. Mr. Goodhue holds a Bachelor of Science degree in Business
Administration from Merrimack College, and is a Certified Public Accountant in the State

of. New Hampshire (for which his certification is currently in an inactive status).
Mr. Goodhue’s base annual salary beginning as of April 1, 2021 was $226,353.

Donald L. Ware, Chief Operating Officer

Mr. Ware has been the Chief Operating Officer of Pennichuck Corporation since

January 27, 2012. He was the Senior Vice President of Operations and Engineering of
Pennichuck Corporation from 2004 to January 2012, and Chief Engineer and Vice President
from 1995 to 2004. Mr. Ware is also the Chief Operating Officer of Pennichuck Water
Works, Inc. and the Company’s other water utilities. From 1986 to 1995, Mr. Ware was
General Manager for the Augusta Water District in Augusta, Maine. Mr. Ware holds a
Bachelor of Science degree in Civil Engineering from Bucknell University and a Master of
Business Administration degree from the Whittemore Business School at the University of
New Hampshire. Mr. Ware’s base annual salary beginning as of April 1, 2021 was $217,548.

Summary of Proposal to be Voted Upon at the Annual Meeting

PROPOSAL 1 - ELECTION OF DIRECTORS

On February 25, 2022, the Company’s Board of Directors took action to recommend that the
Sole Shareholder increase the number of directors from eleven to a full slate of thirteen, and to
(a) elect C. George Bower, Amymarie R. Corriveau, Jay N. Lustig, John D. McGrath and Preston
J. Stanley, Jr. to the Pennichuck Corporation Board of Directors, as Class A directors, each for a
three-year term, and until their successors are elected and qualified; and (b) elect Sarah Pillsbury
to the Pennichuck Corporation Board of Directors, as a Class C director, for a two-year term, and
until her successor is elected and qualified.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE. “FOR” EACH OF THESE SIX
NOMINEES.

Information regarding the professional backgrounds for each nominee follows:
Nominees for Director:

C. George Bower
(Director Since: November 2014)

Dr. Bower has been the Principal of ESRA Consulting, LLC, a professional consulting
practice concentrated on the development of safety, health and environmental programs,
from 1994 to present. From 1992 to 1994, Dr. Bower was President of National Soils, Inc.,
an applied technology company specializing in the development and management of
industrial facilities and waste treatment operations. He was Senior Associate and Chief
Scientist of Environmental Science and Engineering, Inc. from 1988 to 1992. Dr. Bower
holds a Bachelor of Science degree in Social Sciences from Lock Haven University; a
Master’s degree in Transportation Safety from the University of Central Missouri; and a
Ph.D. from Michigan State University. In 2018, he was elected as Moderator of the
Souhegan Cooperative School District.

Amymarie R. Corriveau
(Director Since: N/A)

Ms. Corriveau has been the President of Trinnex, Inc., a subsidiary of CDM Smith, Inc.,
since the company’s inception in January 2022. From 2000 to 2021, Ms. Corriveau held a
number of positions with CDM Smith (an engineering and construction firm), including
Vice President, Director of Digital Solutions (2020 to 2021), Director of Emerging
Business Development (2018 to 2020), Director of Project Planning and Analysis for
Business Technology (2015 to 2020), and Management Consultant (2000 to 2017). Prior to
joining CDM Smith in the fall of 2000, Ms. Corriveau worked as an environmental
engineer for Black & Veatch. Ms. Corriveau holds a Bachelor of Science degree in
Hydrology from the University of New Hampshire, and a Masters of Engineering degree in
Civil and Environmental Engineering from the Massachusetts Institute of Technology. In
addition to her technical role at CDM Smith, Ms. Corriveau serves in numerous leadership
positions within industry organizations, such as the Water Environment Federation, Water
Research Foundation, and American Water Works Association.

Jay N. Lustig
(Director Since: January 2012)

Mr. Lustig is currently the Maritime Domain Business Operations Principal at the

MITRE Corporation in Bedford, Massachusetts, a not-for-profit corporation that operates
6 Federally Funded Research and Development Centers for the U.S. Government.

Mr. Lustig has C-Level management experience working with a variety of engineering
disciplines with a primary focus on research and development. He has extensive
experience working government programs and contracts. A former financial advisor,

Mr. Lustig also possesses a deep understanding of the financial and business aspects that
are unique to Pennichuck Corporation. A graduate of the Isenberg School of Management
at the University of Massachusetts, Amherst, Jay and his wife have been residents of
Nashua since 1984.

John D. McGrath
(Director Since: January 2012)

Mr. McGrath has been the Vice President of Construction Operations for Methuen
Construction Co., Inc., in Plaistow, NH, since April 2019. He was a Project Executive for
Methuen Construction from 2016 to April 2019, and a Project Manager from 2007 to 2016.
From 1999 to 2007, Mr. McGrath was a Project Engineer for Barletta Engineering
Corporation in Canton, MA. Mr. McGrath has spent more than 20 years managing projects
specifically related to the rehabilitation, upgrade and construction of water and wastewater
facilities. Mr. McGrath holds a Bachelor of Science degree in Civil and Environmental
Engineering from Northeastern University.

Sarah Pillsbury
(Director Since: N/A)

Ms. Pillsbury retired in 2020 from the New Hampshire Department of Environmental
Services (NHDES), where she held a number of positions, focused primarily on the
protection and enhancement of New Hampshire’s drinking water and groundwater. Prior to
her retirement, from 2006 to 2020, Ms. Pillsbury was the Administrator of the Drinking
Water and Groundwater Bureau at the NHDES. Ms. Pillsbury holds a Bachelor of Science
degree in Resource Economics from the University of New Hampshire.

Preston J. Stanley, Jr.
(Director Since: January 2012)

Mr. Stanley has been the Owner and Manager of Stanley Iron Works in Nashua, NH, since
1982. From 1961 to 1982, Mr. Stanley served in various positions with Ingersoll Rand in
Nashua, NH, including Service Center Manager, Manager of Materials, and Project
Engineer and Supervisor. Mr. Stanley holds a Bachelor of Science degree in Mechanical
Engineering and a Master’s degree in Business and Economics from the University of
Maine.

COPY — FOR INFORMATION ONLY

YO PENNICHUCK®*

PROXY CARD
PENNICHUCK CORPORATION

PROXY for Annual Meeting of Sole Shareholder - May 7, 2022
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The Sole Shareholder, the City of Nashua, New Hampshire, hereby appoints LARRY D. GOODHUE or
DONALD L. WARE, as proxies to represent and vote as designated hereon, all shares of common stock of
Pennichuck Corporation (the “Company”) which the Sole Shareholder would be entitled to vote if personally
present at the Annual Meeting of Sole Shareholder of the Company to be held on Saturday, May 7, 2022, at
9:00 a.m., at the Company’s Distribution Facility, 16 Daniel Webster Highway, Merrimack, New Hampshire.
The shares represented by this proxy will be voted as directed by the Sole Shareholder.

\

The Board of Directors recommends a vote FOR all nominees named in Proposal 1.

Proposal I:

To increase the number of directors from eleven to a full slate of thirteen and to:

(a) elect C. George Bower, Amymarie R. Corriveau, Jay N. Lustig, John D. McGrath and
Preston J. Stanley, Jr. to the Pennichuck Corporation Board of Directors, as Class A
directors, each for a three-year term, and until their successors are elected and qualified;
and

(b) elect Sarah Pillsbury to the Pennichuck Corporation Board of Biirectors, as a Class C
director, for a two-year term, and until her successor is elected and qualified.

For Against
C. George Bower O O
Amymarie R. Corriveau O O
Jay N. Lustig Oo Oo
John D. McGrath O Oo
Sarah Pillsbury Oo O
Preston J. Stanley, Ir. O Oo

Authorized Signature:

CITY OF NASHUA, NEW HAMPSHIRE (Sole Shareholder)

By: Date:
Name:

Title:

This Proxy Card is Valid Only When Signed and Dated

V2, PENNICHUCK?

March 30, 2022
ANNUAL REPORT TO THE SOLE SHAREHOLDER

Dear Shareholder:

The Annual Meeting of Pennichuck Corporation (“Pennichuck” or the “Company”) will be held
at 9:00 a.m. on Saturday, May 7, 2022, at the Company’s Distribution Facility, 16 Daniel
Webster Highway, Merrimack, New Hampshire.

Background on the City’s Acquisition and Our Corporate Structure. The City’s acquisition of
the shares of Pennichuck Corporation was completed on January 25, 2012. As part of the
acquisition, the corporate structure of Pennichuck Corporation and its subsidiaries was retained.
Under the structure, the City of Nashua is the sole shareholder of Pennichuck Corporation.
Under the Company’s By-Laws, the City in its capacity as shareholder makes its decisions
through actions by its Board of Aldermen, in accordance with the City’s Charter. No single
person — the Mayor or any individual member of the Board of Aldermen — is him or herself a
shareholder; rather, the entity of the City itself is the sole shareholder of Pennichuck Corporation
represented by the Board of Aldermen and the Mayor.

Pennichuck continues to own five corporate subsidiaries, including three regulated utilities
(Pennichuck Water Works, Inc., Pennichuck East Utility, Inc., and Pittsfield Aqueduct Company,
Inc.), an unregulated service company (Pennichuck Water Service Corporation), and a shell
company (The Southwood Corporation).

As unanimously approved by the City’s Board of Aldermen at the time of the acquisition, the
corporate structure was retained for several reasons.

First, the City’s Mayor and Board of Aldermen desired to maintain some stability and continuity
for all of the customers and employees of the Pennichuck companies. Retaining the existing
corporate structure minimized the need for any radical changes to the utility companies and
operations and encouraged support by all of the communities served by the utilities.

Second, retaining the corporate structure provided continuity for the regulatory and financial
status of the companies and their respective businesses. The New Hampshire Public Utilities
Commission continues to provide regulatory oversight for the utility companies, and banks,
lenders and other contract parties continue to be able to rely on existing contracts and other rules
with respect to financing and other operations.