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.
