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
