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 2020.
The Nominating and Governance Committee held 3 meetings in 2020.
As part of the nomination process, the Nominating and Governance Committee reviewed the
current composition of the Board as a whole, and reviewed the qualifications and performance of
the incumbent directors who are up for re-election to the Board in 2021.
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, 2020 was $218,171.
