Search

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.

Summary of Proposal to be Voted Upon at the Special Meeting
PROPOSAL 1 -— ELECTION OF DIRECTOR

On December 16, 2016, the Company’s Board of Directors took action to recommend that the
Sole Shareholder elect John M. Murphy to the Pennichuck Corporation Board of Directors as a
Class B director to fill the vacancy resulting from the resignation of James McMahon.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” JOHN M. MURPRY.

Information regarding Mr. Murphy’s professional background follows:

Mr. Murphy has been a Senior Research Analyst with Fidelity Investments in
Merrimack, New Hampshire, since 2005. He is responsible for the credit analysis of
municipal and government owned water and sewer utilities in the United States and
for the credit analysis of public power and investor owned utilities as well as
environmental service companies. Mr. Murphy was a Senior Bond Trader for
Fidelity Investments from 1999 to 2005. From 1993 to 1999, Mr. Murphy was Vice
President-Trading and Structured Products for JP Morgan Securities in New York.
Mr. Murphy holds a Bachelor of Business Administration in Finance and
Management from Baruch College; and a Master of Science in Banking and Money
Management from Adelphi University.

PENNICHUCK

PROXY CARD
PENNICHUCK CORPORATION

PROXY for Special Meeting of Sole Shareholder - Friday, March 24, 2017

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
Special Meeting of Sole Shareholder of the Company to be held at Pennichuck Corporation, 25 Manchester Street,
Merrimack, New Hampshire, on Friday, March 24, 2017 at 8:00 a.m. The shares represented by this proxy will be
voted as directed by the Sole Shareholder.

The Board of Directors recommends a vote “FOR” the nominee named in Proposal 1.

Proposal 1:

To elect John M. Murphy to the Pennichuck Corporation Board of
Directors as a Class B director to fill the vacancy resulting from the
resignation of James McMahon.

For Against

John M. Murphy CJ CJ

Authorized Signature:

CITY OF NASHUA, NEW HAMPSHIRE (Sole Shareholder)

By: Date:

Name:

Title:

This Proxy Card is Valid Only When Signed and Dated

Chairman, Nominating and Governance Committee

Attention: Suzanne L. Ansara, Corporate Secretary

Pennichuck Corporation

P.O. Box 1947 Merrimack, NH 03054-1947 September 30, 2016

Qualifications for Pennichuck Board Position

Thank you for the opportunity to allow me to present my qualifications for the open board position at Pennichuck Water
Corporation. I’m currently employed at Fidelity Investments as a Senior Research Analyst in the Fixed Income
Department. I’m responsible for the credit analysis of municipal and government owned water and sewer utilities in the
U.S. I'm also responsible for the credit analysis of public power and investor owned utilities as well as environmental
service companies. My analysis consists of a thorough review and modeling of all pertinent financial statements which
includes analysis of cash flow, operating margins, debt service coverage, leverage, pension obligations and liquidity
position. My experience in credit research gives me a deep understanding of how utilities operate, and how they are
managed and governed. It also gives me an in-depth understanding of how financial metrics affect an organizations
operations and their ability to fully recover costs in rates. During my time as a Research Analyst at Fidelity Investments, |
have established many relationships with senior management of utilities of all sizes and governance structures. These
relationships have helped me determine ranagement’s competency and their commitment to raising rates to support
their financial metrics. in my opinion, management's ability and willingness to propose rate increases to maintain
financial stability is a key factor in our internal rating and investment decision. I’m also keenly aware of the tight rope
that management and boards walk at keeping their services affordable. Geographically, my coverage of water and sewer
utilities spans the U.S. | have analyzed entities with $50 million in annual revenue to ones with $5 billion, including
various types of management and regulatory regimes .

| have been in my current positon for the last 12 years and in this time | have developed strong relationships with
investment bankers, underwriters and financial advisors. These relationships and interactions provide me with a deep
understanding of complex financial transactions and insight into trends in the financial markets.

Prior to my current position, | was a corporate and municipal bond trader at Fidelity Investments for 6 years. This
entailed providing relative value analysis and trading of corporate, Canadian and municipal debt for our fixed income
mutual funds.

Previous to my employment at Fidelity, | worked in various trading and underwriting positions in the public finance dept
capital markets at JP Morgan and BT Securities.

In closing, | would like to reiterate my interest in the open board position. | look forward to discussing my qualifications
and how | can become a valuable addition to the Pennichuck Board. | would also like to express my gratitude to the
nomination committee and the Board for consideration for this position.

Sincerely,

John M. Murphy
99 Hawthorne Village Road
Nashua, NH 03062

John M.

Murphy

99 Hawthorne Village Road « Nashua, NH «

OBJECTIVE

To obtain a Utility Board position that fully utilizes my knowledge and experience of municipal and publically owned

utilities.

EXPERIENCE

Fidelity Investments, Merrimack NH Senior Research Analyst (2005-Present)

Research

cd

Provide the municipal group detailed credit analysis of all investment grade and high yield names in the
Water & Sewer, Public Power, Electric Co-op, and Environmental Services sectors, which includes Project
Debt and all Corporate-Backed tax-exempt debt

Convey operational knowledge of all types of utilities and governance to investment team
Enthusiastically lead credit investment idea generation for assigned sectors in both the bond and money
market space

Deliver timely analysis of the Corporate Environmental Waste Sector, including Waste Management ,
Republic Services, Covanta and Wheelabrator, working in partnership with high yield and equity
counterparts

Lead Distressed Credit Team, Detroit and Puerto Rico

Responsible for in-depth modeling and monitoring of all issuers via customized financial models and
daily surveillance of credits using Feedly and other proprietary web surveillance tools

Present semi-annual sector updates to both bond and money market groups and establish buy and sell
recommendations based on macro and issuer level factors

Engage tax-backed analysts daily on interrelated credits

Actively manage 2a-7 money market exposures and annual approvals for 82 municipal issuers

Analyze all structural and legal aspects of Industrial Development, Pollution Control and Solid Waste
bonds for our bond and money market groups

Collaborate with corporate, high yield and equity utility analysts on company and sector reviews

Act as liaison with our corporate group to provide seamless coverage and introduce investment ideas to
our municipal bond and money market groups

Cultivate and maintain key issuer, rating agency and sell-side relationships

Portfolio and Markets

.

Le

E 4

Work extensively with portfolio managers and traders to uncover relative value trade ideas in assigned
sectors

Track the daily trading of top 25 holdings

Review over-weights and under-weights with portfolio managers on a periodic basis

Provide the investment team semi-annual updates of top trade ideas and exposures

adership

Lead the Utility Team in the development of industry and security level analysis

Established and lead our BAB’s team, which is responsible for, trade idea generation across all sectors,
surveillance of market fundamentals and coordination of the municipal research staff

Represent the Revenue Team that updates senior management of issues affecting research in the
municipal money markets

Work closely with our quantitative analyst to spearhead cur Refunding Strategies Team, which is
responsible for trade idea generation, security selection and specialized tool development regarding
potential alpha generating refunding opportunities

Energetically involved in the recruiting and hiring of key employees and the training and mentoring of
municipal and taxable research associates as well as junior traders

Organize quarterly credit trips with Portfolio Managers and Traders

Presented at numerous investment seminars for consultants and industry conferences, such as; NFMA,
NYMWFA, Manhattan Institute, Large Public Power Council, Bond Buyer, Southern Municipal Finance
Association, MEAG and AMP Partners Annual! Meetings as well as American Public Power Association
conferences

Fidelity Investments, Merrimack NH Senior Bond Trader (4999-2005)

Corporate and Canadian (2001-2005)

B

In charge of all trading and relative value idea generation for the auto, utility, energy, pipeline, sovereign,
paper, chemical and EETC sectors, which included high yield and crossover securities

Handled all derivative transactions for aforementioned sectors, which included long CDS strategies, as
well as positive and negative basis trades

Worked extensively with credit analysts to introduce new investment strategies into the funds
Relationship manager for all sell-side firms in U.S. and Canada

Provided relative value trades and sector rotation ideas for all Canadian dollar fixed income securities,
which included federal and provincial governments, agency, corporate, ABS, CMBS debt as well as
interest rate derivatives

Monitored all exposures and portfolio weightings for the Canadian bond funds

Led the working group on Canadian interest rate swaps, purchased the first interest swap in our
Canadian bond funds

Presented to consultants and industry groups about market conditions, credit issues and our investment
process

Municipal (1999-2001)

we

we

&

Charged with idea generation and trading for all national bonds fifteen years and longer and the following
state specific funds, Massachusetts, Minnesota, Ohio and Maryland

Responsible for all derivative trading, which included U.S. Treasury Futures, Municipal Bond Futures and
Forward Starting MMD Swaps

Key member of Fidelity’s fixed income derivative steering committee

Assisted portfolio managers in the construction and repositioning of their funds versus new benchmarks

JP Morgan Securities, New York Vice President, Trading and Structured Products 1993-1999

Structuring

#&

a
e
e

Led JP Morgan’s municipal asset backed (TOR) marketing effort (Putters/Drivers)

Priced and structured JP Morgan’s short-term municipal asset backed program

Presented at numerous derivative RFP’s

Charged with expanding cash and derivative transactions to corporate and relative value accounts

Long and Short-Term Trading

S @ R & @

Traded all municipal high grade and insured bonds from five to thirty years

Tracked and studied key relationships between tax exempt and taxable fixed income markets

Priced all short-term municipal instruments including, VRDB’s, Commercial Paper, Derivatives and Puts
Acted as a liaison with our high net worth sales group

Represented JP Morgan on various industry panels and associations

Participated in numerous issuer RFPs

Short-term Municipal Trader, Associate, BT Securities 1990-1993
Trading

4

&
%
%

Traded all municipal products from one to five years
Priced five billion dollar of variable rate products
Calculated and reset Bankers Trust TENR rate
Marketed one billion dollar tender option program

EDUCATION

Adelphi University June 1991
Master of Science, Banking and Money Management

Baruch College, City University of New York December 1987
Bachelor of Business Administration, Finance and Management

COMMOUNITY INVOLVEMENT

@

@

First Tee of New Hampshire, Director of Nashua Chapter
Boys and Girls Club of Greater Nashua
Bishop Guertin Scholarship Committee

Outline of Process Utilized in Search for a New Director
Pennichuck Corporation Board of Directors
Nominating and Governance Committee

Process that the Pennichuck Board of Directors (“Board”) and the Board’s Nominating and
Governance Committee (“Committee”) followed in recruiting a new director for the Pennichuck
Board to fill the vacancy resulting from the resignation of James McMahon:

- The Committee met in June 2016 to discuss the skills and experience desired in a new
Board member.

- The Committee met in August 2016 (at which meeting all members of the Board
attended) to discuss the qualifications of potential candidates suggested by Committee
and Board members. The Committee also voted to place an advertisement seeking
potential candidates in local newspapers.

- Apublic advertisement seeking potential candidates for the Board was placed in both the
Union Leader and Telegraph in the Friday, Saturday and Sunday editions over two
weekends (Sept 9, 10 & 11 and Sept 16, 17 & 18).

- Acopy of the advertisement, the selection process, director job description, and other
information was placed on Pennichuck’s website.

- The Committee met in October 2016 to review and discuss the resumes received (11 in
total).

- The Committee held non-public interviews with 6 candidates on October 25, November 1
and November 7.

- The Committee met in November 2016 to discuss their impressions of the 6 candidates
interviewed. The Committee agreed to recommend to the Board of Directors that
Mr. Murphy advance to the next step in the nomination process by scheduling a public
interview.

- The Committee discussed the qualifications and experience of Mr. Murphy with the
Board members at the November 2016 Board meeting. The Board voted to approve the
recommendation of the Committee to hold a public interview of Mr. Murphy.

- The Committee held a public interview with Mr. Murphy on December 13, 2016. Notice
of the public meeting/interview was posted on the Company’s website and on the City of
Nashua’s website on November 30, 2016. A letter was hand delivered to City Officials
informing them of the public interview on November 21, 2016.

- The Committee met in December 2016 and voted to recommend to the Board of
Directors that Mr. Murphy be nominated for election to the Board.

- Atthe December 2016 Board Meeting, the Board voted to nominate Mr. Murphy for
election to the Board of Directors at a Special Meeting of the Sole Shareholder.

2A/2017

Draft Minutes of the December 13, 2016 Meeting Subject to
Change and Approval by the Nominating and Governance Committee

PENNICHUCK CORPORATION

NOMINATING AND GOVERNANCE COMMITTEE
MINUTES OF DECEMBER 13, 2016 MEETING

A meeting of the Nominating and Governance Committee (“Committee”) of the Board of Directors
of Pennichuck Corporation (“Company”) was held on Tuesday, December 13, 2016 at 5:30 p.m. at
the Company’s offices at 25 Manchester Street, Merrimack, New Hampshire.

Written materials relating to items listed in the Agenda were provided to the Committee members
for their review prior to the meeting. :

The following persons were in attendance for the meeting:

Committee Members:

Pennichuck Corporation:

“McGrath, Director.
hue, Chief Executive Officer
sara, Corporate Secretary

The Chairman welcomed Mr. Murphy to the meeting and introduced the members of the Committee
and the other Board members in attendance. The Committee questioned Mr. Murphy relative to his
prior work history, his responsibilities in his current position with Fidelity Investments, and his
experience with utilities and the financial markets. The Committee also questioned Mr. Murphy on
his reasons for his interest in becoming a Director of Pennichuck, his ability to allow tume to
prepare for and attend both Board and Committee meetings, and his familiarity with the N.H. Right-
to-Know law. The fiduciary duties of a corporate director were discussed.

The Chairman expressed his appreciation to Mr. Murphy for the time and effort he spent preparing
for the interview.

Draft Minutes of the December 13, 2016 Meeting Subject to
Change and Approval by the Nominating and Governance Committee

The public interview ended at 6:25 p.m. and Mr. Murphy and Mr. Goodhue left the meeting.
S. Genest moved that the Committee enter into non-public session to discuss a matter which,
if discussed in public, would likely affect adversely the reputation of a person, pursuant to
RSA 91-A:3, I(c}). E. Dunn seconded the motion.

A roll call of the Committee members was taken, which resulted as follows:

Yea: P. Indeglia, E. Dunn, S. Genest, T. Leonard, P. Stanley
Nay:

Motion was carried to enter into non-public session at 6:30

II(c). P. Stanley seconded the motion. A roll call
resulted as follows:

Yea:
Nay:

Draft Proxy Materi Special ting of the Sole Shareholder

The Committee reviewed ar sussed the draft Notice of Special Meeting of Sole Shareholder,
Proxy Statement and Proxy Card, copies of which were included in the written materials. It was
agreed that the Chairman will discuss the subject of the Special Meeting with either Brian
McCarthy, President of the Board of Aldermen, or with Steven Bolton, City Corporation Counsel,
and will then determine the date to hold the Special Meeting of Sole Shareholder.

Draft Minutes of the December 13, 2016 Meeting Subject to
Change and Approval by the Nominating and Governance Committee

On motion duly made by S. Genest and seconded by P. Stanley, all of the Committee members then
voting, it was unanimously

Resolved: to recommend to the Board of Directors that the draft Proxy Card, Notice of
Special Meeting of Sole Shareholder and Proxy Statement, as presented and
reviewed at this meeting, be approved; the date of the Special Meeting of
Sole Shareholder to be determined by the Chairman of the Board.

Expansion of the Board of Directors

There was a discussion as to whether the Board should conside:
on the Board of Directors to 12 or 13. It was decided not to

© panding the number of members
nd the Board at this time.

Approval of Minutes

ents with respect to the draft minutes of the
none, on motion duly made by S. Genest and
s then voting, it was unanimously

The Chairman inquired whether there were any ¢
November 7, 2016 Committee meeting. There bs
seconded by P. Stanley, all of the Committee mem

Resolved: that the minutes

at 6:52 p.m.

Suzanne L. Ansara
Corporate Secretary

APPOINTMENT BY THE MAYOR

FEBRUARY 14, 2017

Zoning Board of Adjustment

Steven Lionel (New Appointment)
19 Cabot Drive
Nashua, NH 03064

Term to Expire: September 11, 2019

| respectfully request that this appointment be confirmed.

Jim Donchess
Mayor