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Board of Aldermen

City of Nashua
229 Main Street Lori Wilshire
Nashua, NH 03061-2019 President, Board of Aldermen

(603) 589-3030

February 28, 2020

Susan K. Lovering, City Clerk
City of Nashua

229 Main Street

Nashua, NH 03061-2019

Dear Ms. Lovering:
Please be advised | am hereby calling a Special Meeting of the Board of Aldermen for Wednesday,

March 25, 2020, at 7:00 p.m. in the Auditorium at City Hall relative to a public hearing on Street Re-
Number Petition — Almont Street.

Thank you.

Sincerely,

“2. w. ° sa
L atu W

President

ce: Mayor Jim Donchess
Steven A. Bolton, Corporation Counsel
David Fredette, Treasurer/Tax Collector

Board of Aldermen Page 5
November 22, 2016

R-16-082

Endorsers: Mayor Jim Donchess

Alderman Benjamin M. Clemons

Alderman June M. Caron

Alderman Ken Siegel

Alderwoman Mary Ann Melizzi-Golja

Alderman Don LeBrun

Alderman-at-Large Michael B. O’Brien, Sr.

Alderman-at-Large Brian S. McCarthy
RELATIVE TO THE TRANSFER OF $20,000 FROM DEPARTMENT 194 — CONTINGENCY,
ACCOUNT #70100 — GENERAL CONTINGENCY TO DEPARTMENT 109 — CIVIC & COMMUNITY
ACTIVITIES, ACCOUNTING CLASSIFICATION 56 — OUTSIDE AGENCIES FOR THE PURPOSE
OF PROVIDING FUNDING TO HARBOR HOMES FOR THEIR ROLE IN THE SAFE STATIONS

PROGRAM
Given its first reading; assigned BUDGET REVIEW COMMITTEE by President McCarthy

NEW BUSINESS — ORDINANCES

O-16-024
Endorsers: Mayor Jim Donchess
Alderman David Schoneman
Alderman Benjamin M. Clemons
Alderwoman Mary Ann Melizzi-Golja
Alderman-at-Large Michael B. O’Brien, Sr.
Alderman Tom Lopez
Alderman Richard A. Dowd
EXTENDING THE OVERNIGHT ON-STREET PARKING PROGRAM INDEFINITELY AND
ALLOWING RESIDENTS OF ORANGE STREET AND WHITNEY STREET TO PURCHASE
OVERNIGHT ON-STREET PARKING PERMITS
Given its first reading; assigned to the COMMITTEE ON INFRASTRUCTURE by President McCarthy

O-16-025
Endorser: Alderman Richard A. Dowd
AMENDING THE ZONING MAP BY REZONING THREE LOTS ON AMHERST STREET FROM
AIRPORT INDUSTRIAL (Al) TO HIGHWAY BUSINESS (HB)

Given its first reading;

MOTION BY ALDERWOMAN MELIZZI-GOLJA TO ACCEPT THE FIRST READING OF O-16-025,
REFER IT TO THE PLANNING & ECONOMIC DEVELOPMENT COMMITTEE AND THE NASHUA
CITY PLANNING BOARD AND THAT A PUBLIC HEARING BE SCHEDULED FOR TUESDAY,
DECEMBER 20, 2016, AT 7:00 PM IN THE ALDERMANIC CHAMBER

MOTION CARRIED

O-16-026
Endorsers: Alderman-at-Large Michael B. O’Brien, Sr.
Alderman Richard A. Dowd
Alderman Ken Siegel
Alderwoman Mary Ann Melizzi-Golja
Alderman Sean M. McGuinness
Alderman Tom Lopez
Alderman-at-Large Brian S. McCarthy
COMBINING THE BUILDING CODE BOARD OF APPEALS AND THE BOARD OF FIRE
PREVENTION CODE APPEALS INTO ONE BOARD OF BUILDING AND FIRE CODES APPEALS

Requests for payment shall be submitted no later than fifteen (15) days after the end of each month and
must include a detailed summary of the expenditures reported in a form that supports the approved budget.
Specifically, Professional Consultant agrees to provide the following with each request for payment:

1. Appropriate invoice forms. The forms shall include the project purchase order number, a
listing of personnel hours and billing rates, and other expenditures for which payment is
sought.

2. A progress report. The report shall include, for each monthly reporting period, a description
of the work accomplished, problems experienced, upcoming work, any extra work carried out,
and a schedule showing actual expenditures billed for the period, cumulative total expenditures
billed and paid to date under the contract, and a comparison of cumulative total expenditures
billed and paid to the approved budget.

The City of Nashua will pay for work satisfactorily completed by Professional Consultant. The City of
Nashua will pay Professional Consultant within 30 days of approval by the City of Nashua of the submitted
invoice forms and progress reports. The City of Nashua will make no payments until the invoice forms
and progress reports have been submitted and approved.

5. EFFECTIVE DATE OF CONTRACT. This contract shall not become effective until executed by the City
of Nashua.

6. NOTICES. All notices, requests, or approvals required or permitted to be given under this contract shall
be in writing, shall be sent by hand delivery, overnight carrier, or by United States mail, postage
prepaid, and registered or certified, and shall be addressed to:

CITY OF NASHUA REPRESENTATIVE: PROFESSIONAL CONSULTANT REPRESENTATIVE:
Tim Cummings, Director

Economic Development Division

City Hall/PO Box 2019

229 Main Street

Nashua, NH 03061

Julie Chizmas, Transportation Analyst
Community Development Division
City Hall/PO Box 2019

229 Main Street

Nashua, NH 03061

Any notice required or permitted under this contract, if sent by United States mail, shall be deemed to be
given to and received by the addressee thereof on the third business day after being deposited in the mail.
The City of Nashua or Professional Consultant may change the address or representative by giving written
notice to the other party.

AG 3 of 4

PENNICHUCK”" 25 MANCHESTER STREET
PO BOX 1947
MERRIMACK, NH 03054-1947

(603) 882-5191
FAX {603} 913-2305
VIA HAND DELIVERY
WWW. PENNICHUCK, COM
March 4, 2020

Ms. Lori Wilshire, President
Board of Aldermen

City of Nashua

229 Main Street

Nashua, NH 03060

Dear President Wilshire:

On behalf of the Pennichuck Corporation Board of Directors, I am enclosing the following items
with respect to the Annual Meeting of Sole Shareholder to be held on Saturday, May 2, 2020, at
Pennichuck’s Distribution Facility, 16 Daniel Webster Highway, in Merrimack:

lL. Notice of Annual Meeting of Sole Shareholder and Proxy Statement
2. Proxy Card

Please contact Thomas J. Leonard, Chairman of the Board of Directors, or me, if you need
further information.

Regards,

F448

Larry D. Goodhue
Chief Executive Officer,
Chief Financial Officer
and Treasurer

ce, Mayor James Donchess
Board of Aldermen
Steven Bolton, Corporation Counsel
Susan Lovering, City Clerk

V2 PENNICHUCK®

PENNICHUCK CORPORATION
25 Manchester Street
Merrimack, New Hampshire 03054

NOTICE OF ANNUAL MEETING OF SOLE SHAREHOLDER
To be Held on Saturday, May 2, 2020 at 9:00 a.m.

To the City of Nashua, New Hampshire, in its capacity as the Sole Shareholder of Pennichuck
Corporation:

In accordance with the By-Laws of Pennichuck Corporation and applicable laws, Pennichuck
Corporation hereby provides notice that you are cordially invited to attend the Annual Meeting
of Sole Shareholder of Pennichuck Corporation. The City of Nashua, New Hampshire, is the
Sole Shareholder of Pennichuck Corporation.

The Annual Meeting will be held at Pennichuck’s Distribution Facility, 16 Daniel Webster
Highway, Merrimack, New Hampshire, on Saturday, May 2, 2020 at 9:00 a.m., for the following

purpose:

1. To elect four directors, each for a three-year term, and until their successors are
elected and qualified.

To facilitate the City’s review of the matters to be addressed at the Annual Meeting, the
Pennichuck Corporation Board of Directors have approved the delivery of the Proxy Statement
attached to this Notice.

By Order of the Board of Directors,

SpA.

LARRY D. GOODHUE
Chief Executive Officer,

Chief Financial Officer

and Treasurer

Merrimack, New Hampshire
March 4, 2020

Va PENNICHUCK:

PENNICHUCK CORPORATION
25 Manchester Street
Merrimack, New Hampshire 03054

PROXY STATEMENT

2020 Annual Meeting of Sole Shareholder
To be Held on Saturday, May 2, 2020 at 9:00 a.m.

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 2, 2020 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 elect James P. Dore, Elizabeth A. Dunn, H. Scott Flegal and Deborah Novotny
to the Pennichuck Corporation Board of Directors, as Class B 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. There is a vacancy on the Board in Class B
due to the resignation of a Board member in November 2019. The Board of Directors is
nominating H. Scott Flegal for election as a Class B director to fill the vacancy in Class B.

The Board currently has ten “seated” directors. Of the ten directors, three have terms ending in
2020 (Class B), three have terms ending in 2021 (Class C), and four have terms ending in 2022
(Class A).

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

Term Expiring 2020 Term Expiring 2021 Term Expiring 2022
Class B Class C Class A
James P. Dore David P. Bernier C. George Bower
Elizabeth A. Dunn Stephen D. Genest Jay N. Lustig
Deborah Novotny Thomas J. Leonard John D. McGrath
[Vacancy] Preston J, Stanley, Jr.

Board Meetings, Committee Meetings and Attendance. In 2019, the Company’s Board of
Directors held 11 regular Board meetings, | Annual Board meeting, and 14 Committee meetings.
Each current member of the Board attended 75% or more 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. Ail but one member of the Board of Directors attended the 2019 Annual Meeting of Sole
Shareholder.

Board Compensation. In 2019, each director, with the exception of John Murphy and Deborah
Novotny, received an annual retainer of $12,000. Mr. Murphy, who resigned from the Board
on November 20, 2019, received $11,000 in compensation for his services as a director.

Ms. Novotny, who joined the Board on May 4, 2019, recerved $8,000 in compensation for her
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.

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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
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, Ir.

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 financtal 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 2019.

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 meeting in 2019.

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

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existing compensation and employee benefit plans. The Compensation and Benefits Committee
held 5 meetings in 2019.

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 2019.
The Nominating and Governance Committee held 5 meetings in 2019.

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 2020, discussed recommendations
from Board members to identify and evaluate director candidates to fill the vacancy on the
Board, and conducted non-public and public interviews of a director candidate.

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, Chief Financial Officer and Treasurer

Mr. Goodhue has been the Chief Executive Officer, Chief Financial Officer and Treasurer
of Pennichuck Corporation and its subsidiaries since November 6, 2015, and the Chief
Financial Officer, Treasurer and Controller from March 2012 through November 2015. 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, 2019 was $211,816.80.