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WD rarametrics @mel PROPOSAL FOR THE CITY OF NASHUA
rs — ARPA ADMINISTRATIVE SERVICES

Subject Matter Expert $200
Project Manager $168
Associate Proyect Manager $158
Public Adjuster $144
Senior Closeout Specialist $144
Closeout Specialist $119
Senior Engineer $144
Engineer $120
Senior Project Writer $130
Project Writer $120
Senior Planner/Trainer $t42
Planner/Trainer $125
Adrministrative Specialist $48

Outreach Team Lead $97

Outreach Coordinator $89

Case Management Team Lead $105
Case Manager $94

Fiscal Compliance Specialist $119

PAGE 33

PENNICHUCGK*

VIA HAND DELIVERY

March 30, 2022

Ms. Lori Wilshire, President
Board of Aldermen

City of Nashua

229 Main Street

Nashua, NH 03060

Dear President Wilshire:

25 WALNUT STREET
PO BOX 476
HALHUS HH OJ041 0426

1603) 862 $191
Fax (603) 714 2405

WW PENRICHUCK COM

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 7, 2022, at
Pennichuck’s Distribution Facility, 16 Daniel Webster Highway, Merrimack, NH.

1. Notice of Annual Meeting of Sole Shareholder and Proxy Statement;

2. Proxy Card; and

3. Annual Report to the Sole Shareholder,

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

further information.

Regards
egares,

‘ye F
Pay , x

| ge” fi .

Larty BD. Goodhue

Chief Executive Officer
and Chief Financial Officer

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

R-16-065
Endorsers: Mayor Jim Donchess
Alderman-at-Large Lori Wilshire
Alderman Richard A. Dowd
Alderman June M. Caron
Alderwoman Mary Ann Melizzi-Golja
Alderman-at-Large Michael B. O’Brien, Sr.
Alderman Tom Lopez
RELATIVE TO THE ACCEPTANCE AND APPROPRIATION OF AN ADDITIONAL $33,021.38
FROM THE STATE OF NEW HAMPSHIRE, DEPARTMENT OF HEALTH AND HUMAN SERVICES
INTO TRANSIT GRANT ACTIVITY “FEDERAL TRANSIT AUTHORITY (“FTA”) OPERATING GRANT”

° Human Affairs Committee Recommends: Final Passage as Amended

R-16-070
Endorsers: Mayor Jim Donchess
Alderman-at-Large Lori Wilshire
Alderman Richard A. Dowd
Alderman June M. Caron
Alderwoman Mary Ann Melizzi-Golja
Alderman-at-Large Michael B. O’Brien, Sr.
Alderman Tom Lopez
RELATIVE TO THE ACCEPTANCE AND APPROPRIATION OF $32,366.55 FROM THE STATE OF
NEW HAMPSHIRE INTO POLICE GRANT ACTIVITY “FY2017 SUSTAINED TRAFFIC ENFORCEMENT
PATROLS (STEP)”
° Human Affairs Committee Recommends: Final Passage

R-16-072
Endorsers: Mayor Jim Donchess
Alderman-at-Large Lori Wilshire
Alderman Richard A. Dowd
Alderman June M. Caron
Alderman Ken Siegel
Alderwoman Mary Ann Melizzi-Golja
Alderman-at-Large Michael B. O’Brien, Sr.
Alderman Tom Lopez
Alderman-at-Large Brian S. McCarthy
RELATIVE TO THE ACCEPTANCE AND APPROPRIATION OF $249,266.77 FROM THE STATE
OF NEW HAMPSHIRE DEPARTMENT OF SAFETY INTO POLICE GRANT ACTIVITY “FY2017
OPIOID ABUSE REDUCTION INITIATIVE (OARI)”
° Human Affairs Committee Recommends: Final Passage

UNFINISHED BUSINESS — ORDINANCES

O-16-011
Endorsers: Alderman Don LeBrun
Alderman Ken Siegel
Alderman David Schoneman
Alderman Tom Lopez
ADOPTING PROVISIONS FOR REDUCED TAXATION FOR CERTAIN CHARTERED PUBLIC
SCHOOL FACILITIES
e Tabled at Full Board Level — 5/10/16

Turnstone Corporation

479 Nashua Street

Milford, New Hampshire 03055
Phone: (603) 249-9300

CCO #006

Project: - Nashua Police HVAC Upgrade
28 Officer James Roche Drive

Nashua, New Hampshire 03062

Phone: 603-594-3500

Subcontract Change Order #006: CE #011 - Electrical Conduits

CONTRACT COMPANY: = Gate City Electric CONTRACT FOR: SC--1313:NPO Electrical
31 Will Street
Nashua, New Hampshire 03060
DATE CREATED: 4105/2022 CREATED BY: Jacob Blaise (Turnstone Corporation)
CONTRACT STATUS: Approved REVISION: 0
REQUEST RECEIVED LOCATION
FROM:
DESIGNATED REVIEWER: REVIEWED By:
DUE DATE: REVIEW DATE: 04/05/2022
INVOICED DATE: PAID DATE:
REFERENCE: CHANGE REASON: No Change Reason
PAID IN FULL: No EXECUTED: No
ACCOUNTING METHOD: Amount Based SCHEDULE |MPAGT:
FIELD CHANGE: No SIGNED CHANGE ORDER
RECEIVED DATE:
TOTAL AMOUNT: $7,800.00

DESCRIPTION:
CE #011 - Electrical Conduits
Electrical Conduits
ATTACHMENTS:
GHANGE ORDER LINE ITEMS:

# Budget Code Description Amount

1 |16-000-16-100.5 Electrical. Commilment Electrical Conduits $7,600.00

Grand Total: $7,800.00

The original (Contract Sum) §$ 230,000.00
Net change by previously authorized Change Orders $ 8,788.00
The contract sum prior to this Change Order was § 238,788.00
The contract sum will be Increased by this Change Order In ihe amount of $ 7,600.00
The new conlract sum including this Change Order will ba $ 246,588.00
The contract time will nal be changed by this Change Order.
Turnstone Corporation Gate City Electric
479 Nashua Street 31 Will Streel
Milford, News Hampshire 03055 Nashua, New Hampshire 03060
SIGNATURE! 4 ~ "DATE SIGNATURE DATE

Turnstone Corporation Page 1 of 1

Printed On: 4/5/2022 10:41 AM

Z PENNICHUCK:

PENNICHUCK CORPORATION
25 Walnut Street
Nashua, New Hampshire 03060

NOTICE OF ANNUAL MEETING OF SOLE SHAREHOLDER
To be Held on Saturday, May 7, 2022, at 9:00 a.m. at
Pennicbuck’s Distribution Facility, 16 Daniel Webster Highway, Merrimack, NH

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

Tn 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. ‘he City of Nashua, New Hampshire, is the
Sole Shareholder of Pennichuck Corporation.

Phe 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_ for the following
purpose:

I. To increase the number of directors from eleven to a full slate of thirteen
directors, and to: (a) elect five directors, each tor a three-year term, and until
their successors are elected and qualified, and {b) elect one director, for a two-
year term, and until her successor is 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,

Sal

LARRY D. GOODHUE
Chief Executive Officer and
Chief Financial Officer

Nashua, New Hampshire
March 30, 2022

ZZ PENNICHUCK*

PENNICHUCK CORPORATION
25 Walnut Street
Nashua, New Hampshire 03060

PROXY STATEMENT

20622 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 Corpcration ('Pennichuck Corporation” or the
“Company”), by the Bozrd of Directors of Pennichuck Corporation, in connection with the
solicitation of a proxy to be voted at the Annual Meeting of Sole Sharcholder 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

Atthe Annual Mceting, 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-ycar
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 elceted 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 issucd $150.6 million of general obligation bonds to acquire the
outstanding stock of Pennichuck Corporation and pay all transaction costs, was authorized by
special Icgislation enacted by the State Leyistature 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 farmer 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 thai 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 te 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 ts 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 cleven. Of the eleven dircetors, four have terms
ending in 2022 (Class A), four have terms ending in 2623 (Class B), and three have terms ending
in 2024 (Class C).

The current members of the Company's Board of Dircctors 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 HH. Scott Flegal Thomas J. I-eonard

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. Corsiveau (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. |n 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 Dircctors attended the 2021 “virtual” Annual
Meeting of Sole Sharcholder.

Board Compensation, |» 2021, each director received an annual retainer of $12,000.

Annuat 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 Commitice.

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:

Communications Committee

Audit. Finance and Risk Committee

Jay N. Lustig, Chairman
James P. Dore

James P. Dore, Chairman
C. George Bower

H. Scott Flegal
Thomas J. Leonard
Deborah Novotny

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

Nominating and Governance Committee

Compensation and Benefits Committec

Stephen D. Genest, Chairman
David P. Bernier

C. George Bower

Elizabeth A. Dunn

Thomas J. Leonard

John D. McGrath

Elizabeth A. Dunn, Chairman
Stephen D. Genest

Thomas J. Leonard

Jay N. Lustig

Preston J. Stanley, Jr.

Audit, Finance and Risk Conmittee. Vhe Audit. Finance and Risk Committec 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
indcpendence 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 strategics of external communications between the Board, the Company and the Sole
Sharcholder, other stakeholders, and the public, as nceded. The Communications Committee held
1 virtual meeting in 2021. The Board of Directors, at therr 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 Conmitice. 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 Exccutive Officer's performance in
light of those goals and objectives, and determining and recommending to the Board of Directors
the Chicf Executive Officer’s compensation based on evaiuation of perlormance; reviewing and
approving executive salarjes; reviewing and approving any employment agrecments, 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 policics,
other than those overseen dircetly by the Board of Directors; recommending to the Board of
Directors the establishment. termination or amendment of existing compensation and employee

4

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 202]. 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, ditigence, 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 expenence, 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 C2ntroller 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 24k10 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