DEF 14A 1 proxy2021.htm YWC PROXY 2022

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN

PROXY STATEMENT

SCHEDULE 14A INFORMATION

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The York Water Company

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Date Filed: March 18, 2022

THE YORK WATER COMPANY

130 EAST MARKET STREET

YORK, PENNSYLVANIA 17401

March 22, 2022

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO THE SHAREHOLDERS OF THE YORK WATER COMPANY

NOTICE IS HEREBY GIVEN that the Annual Meeting of the Shareholders of The York Water Company will be held at The Appell Center for the Performing Arts, 50 North George Street, York, Pennsylvania 17401, on Monday, May 2, 2022, at 1:00 p.m. local time for the purpose of taking action upon the following proposals:

(1)

To elect three (3) Directors to three-year terms of office;

(2)

To ratify the appointment of Baker Tilly US, LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2022; and

(3)

To transact such other business as may properly come before the meeting.

The Board of Directors has fixed the close of business on February 28, 2022, as the record date for the determination of shareholders entitled to notice of and to vote at the meeting, and at any adjournment or adjournments thereof.

It is important that your shares be represented and voted at the Annual Meeting regardless of the size of your holdings. Whether or not you plan to attend the Annual Meeting, we encourage you to vote your shares in advance of the Annual Meeting by using one of the methods described below:

•	By mail – If you received a printed proxy card, mark, sign, date and mail the proxy card (see instructions on the Notice Regarding the Availability of Proxy Materials (the “Notice”) on how to request a printed proxy card);

•	By phone – Call the toll-free telephone number listed on your Notice or on your proxy card;

•	By internet – Visit the website shown on your Notice or on the proxy card to vote via the Internet; or

•

In Person – Shareholders of record may deliver the completed proxy card in person at the Annual Meeting or by completing a ballot available upon request at the meeting. Beneficial shareholders whose shares are held in the name of a bank, broker or other nominee must obtain a legal proxy from the holder of record (that is, your bank, broker or nominee) to be able to vote in person at the Annual Meeting.

Important Meeting Information

The Annual Meeting is currently scheduled to be held in person. Due to continued and evolving regulations regarding travel, gatherings, and other restrictions relating to COVID-19 public health concerns, the Company’s directors and officers may be required to participate remotely or the Company may decide to hold the meeting in a different location or virtually. While there are not currently any additional COVID-19-related requirements at The Appell Center for the Performing Arts, that is subject to change. At this time, masks are not required, but strongly encouraged for those that are unvaccinated. Any relevant updates will be available on the meeting location’s website at www.appellcenter.org//plan-your-visit/covid-policies and the Company’s website at www.yorkwater.com. Please check the websites prior to the meeting if you plan to attend.

If you plan on attending the meeting, doors will open at 11:30 a.m. and a boxed lunch will be provided beginning at 12:00 p.m. Please RSVP to Molly Norton at (717) 718-2942 or e-mail mollyn@yorkwater.com if you will be joining us for lunch.

Thank you for your continued interest and support of The York Water Company!

By order of the Board of Directors,

Secretary

TABLE OF CONTENTS

Proxy Statement				1
Purpose of the Meeting				1
Voting at the Meeting				2
Security Ownership of Certain Beneficial Owners and Management				2
Proposal 1: Election of Directors				4
Executive Officers of the Company				9
Corporate Governance				10
		Board Selection and Diversity		10
		Director Independence		11
		Board Leadership Structure		12
		Board Role in Risk Oversight		13
		Board Committees and Functions		13
		Communication With the Board of Directors		14
		Executive Sessions of the Board		14
		Stock Ownership		14
		Code of Ethics		14
Report of the Audit Committee				15
Proposal 2: Ratification of Appointment of Independent Registered
			Public Accounting Firm	16
Compensation of Directors and Executive Officers				17
	Summary Compensation Table			18
	Outstanding Equity Awards at Fiscal Year End			22
	Retirement Benefits			23
	Potential Payments Upon Termination or Change in Control			25
	Director Compensation			27
Discretionary Authority				28
Shareholder Proposals and Nominations for Directors				28
Other Matters				28

THE YORK WATER COMPANY

130 EAST MARKET STREET

YORK, PENNSYLVANIA 17401

March 22, 2022

PROXY STATEMENT

This Proxy Statement and the accompanying form of proxy are being furnished to the shareholders of The York Water Company (hereinafter referred to as the “Company”) in connection with the solicitation of proxies by the Board of Directors of the Company, whereby shareholders would appoint Erin C. McGlaughlin, Robert P. Newcomer, and Ernest J. Waters as Proxies on behalf of the shareholders, to be used at the Annual Meeting of the Shareholders of the Company to be held at The Appell Center for the Performing Arts, 50 North George Street, York, Pennsylvania 17401 at 1:00 p.m. on Monday, May 2, 2022 (the “Annual Meeting”), and at any adjournment thereof.

Solicitation of proxies will be made by mail, telephone and internet. Those shareholders who previously opted out of printed copies of the proxy materials will receive a Notice Regarding the Availability of Proxy Materials (the “Notice”) by mail. The Notice will instruct you as to how you may access and review the proxy materials. The Notice also instructs you as to how you may submit your proxy via internet or by telephone. If you previously opted out of printed copies of the proxy materials but would like to receive a printed copy of such materials, you should follow the instructions included in the Notice. Those shareholders who have requested printed copies and some of those who have not specifically opted out of printed copies of the proxy materials will be provided printed copies. It is anticipated that proxy materials will first be mailed and made available via internet on March 22, 2022.

The expense of this solicitation will be paid by the Company. If necessary, some of the officers of the Company and regular employees of the Company may solicit proxies personally or by telephone for no additional pay. Banks, brokerage houses and other institutions and fiduciaries will be requested to forward the proxy materials to beneficial owners and to obtain authorization for the execution of proxies.

A shareholder who submits a proxy by mail, electronically, or by telephone is not precluded from attending the Annual Meeting and voting his or her shares at the meeting, and may revoke the proxy by delivering a later dated proxy or by written notification to the corporate secretary at any time before the proxy is exercised.

PURPOSE OF THE MEETING

At the Annual Meeting, shareholders of the Company will consider and vote upon two proposals: (i) to elect three (3) Directors to serve for a term of three (3) years; and (ii) to ratify the appointment of Baker Tilly US, LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2022. Shareholders may also consider and vote upon such other matters as may properly come before the Annual Meeting or any adjournment thereof.

	Number of Shares		Percent of Total
	Beneficially Owned (1)		Shares Outstanding (2)

1) Certain beneficial owners:

BlackRock, Inc. 55 East 52nd Street New York, NY 10055	1,173,914	(3)	8.95
The Vanguard Group, Inc. 100 Vanguard Blvd. Malvern, PA 19355	841,002	(4)	6.41

2) Directors, director nominees and named executive officers:

Cynthia A. Dotzel, CPA	15,518		0.12
Michael W. Gang, Esq.	11,610	(5)	0.09
Joseph T. Hand	20,681	(6)	0.16
Jeffrey R. Hines, P.E.	71,909	(7)	0.55
George W. Hodges	3,965	(8)	0.03
George Hay Kain, III	23,239	(9)	0.18
Jody L. Keller, SPHR	3,741	(10)	0.03
Erin C. McGlaughlin	1,524		0.01
Robert P. Newcomer	6,314	(11)	0.05
Matthew E. Poff, CPA	3,459	(12)	0.03
Steven R. Rasmussen, CPA	2,866		0.02
Ernest J. Waters	2,442		0.02
Mark A. Wheeler	2,223		0.02

3) All directors, director nominees and executive officers as a group

All Directors and Executive Officers as a group (18 persons)	175,737	(13)	1.34

(1)	Except as indicated in the footnotes below, Directors and Officers possessed sole voting power and sole investment power with respect to all shares set forth in this column. All Directors and Officers can be reached through the executive offices of the Company.
(2)	The percentage for each individual or group is based on 13,115,237 shares outstanding as of February 28, 2022.
(3)	The information for BlackRock, Inc. was obtained from Schedule 13G/A filed with the Securities and Exchange Commission on February 1, 2022. BlackRock, Inc. reported sole voting power of 1,151,604 shares and sole dispositive power of 1,173,914 shares.
(4)	The information for The Vanguard Group, Inc. was obtained from Schedule 13G/A filed with the Securities and Exchange Commission on February 10, 2022. The Vanguard Group, Inc. reported shared voting power of 19,681 shares, sole dispositive power of 811,109 shares, and shared dispositive power of 29,893 shares.
(5)	Mr. Gang shares voting and investment power on all held shares with his wife.
(6)	Includes 20,589 shares owned jointly by Mr. Hand's wife for which he shares voting and investment power. Includes 92 shares held by Mr. Hand’s child for which Mr. Hand disclaims beneficial ownership.
(7)	Includes 13,294 shares held by Mr. Hines’ wife, for which Mr. Hines disclaims beneficial ownership.
(8)	Includes 2,413 shares held by the Hodges Family Foundation, for which Mr. Hodges claims indirect beneficial ownership.
(9)	Includes 15,059 shares held by the estate of Mr. Kain's grandfather, for which he is one of three co-trustees and shares voting power and investment power.
(10)	Ms. Keller shares voting and investment power on all held shares with her husband.
(11)	Mr. Newcomer shares voting and investment power on all held shares with his wife.
(12)	Mr. Poff shares voting and investment power on all held shares with his wife.
(13)	Includes shares owned by family members, unnamed executive officers and certain other shares, as to which some Directors and Officers disclaim any beneficial ownership, and which are further disclosed in the notes above.

NOMINEES FOR ELECTION TO THREE YEAR TERMS EXPIRING IN 2025


Cynthia A. Dotzel, CPA Age 67 Director since 2019	Ms. Dotzel is a certified public accountant and a shareholder in Dotzel & Company, Inc, a firm providing accounting and tax services to small and medium-size businesses, as well as tax planning and preparation for individuals. Prior to this, Ms. Dotzel was a Director of Baker Tilly Virchow Krause, LLP, a national accounting firm providing CPA and business advisory services to small and middle market businesses, non-profits and SEC registrants, and SF & Company, CPAs & Business Advisors (which was acquired by Baker Tilly Virchow Krause, LLP), from 2009 to 2018. Ms. Dotzel was a Founder, Secretary and Treasurer of Dotzel & Company, CPAs from 1980 to 2008. Ms. Dotzel serves as a Chairperson of Codorus Valley Bancorp, Inc., York, PA (a public company), and its wholly-owned subsidiary, Peoples Bank, York, PA, and is a member of the compensation, wealth management, and corporate governance and nominating committees of the companies. Ms. Dotzel served as a director of Waypoint Bank and Waypoint Financial Corporation and its predecessor York Federal Savings and Loan from 1984 to 2005, and audit committee chairperson from 1989 through 2005. Ms. Dotzel served as a director of the Company from 2009 to 2015. She also serves and has served on the boards or committees of various non-profit organizations. The Board considered Ms. Dotzel’s experience in auditing and financial matters, as well as her public company experience and community involvement, and determined that her service will be beneficial to the Company’s Board of Directors.
Jody L. Keller, SPHR Age 68 Director since 2015	Ms. Keller is the owner of Jody Keller LLC, a human resources management consulting firm she founded in 2013. Prior to her consulting business, Ms. Keller was a Partner and Chief Administrative Officer of ParenteBeard LLC, a national accounting firm providing CPA and business advisory services to small and middle market businesses, non-profits and SEC registrants, from 1999 to 2013. Ms. Keller was the owner and President of her own business, Keller Resources, Inc. specializing in human resources, management consulting and training from 1984 to 1999. Ms. Keller also served as the Co-Interim Executive Director of the York County SPCA in 2019, the Executive in Residence at The Graham Center for Entrepreneurial Leadership Studies at Penn State York from 2016 to 2018, and as the Interim Executive Director of the Strand Capitol Performing Arts Center in York, PA from 2014 to 2015. Additionally, Ms. Keller served as an instructor of human resources management, employment law, and training and development courses at Villanova University and York College from 1992 to 2011. Ms. Keller has held numerous Chairperson, President, board member and various committee positions with private company, community, and non-profit organizations. The Board believes Ms. Keller’s expertise in human resources, organizational development and design, compensation strategy, and leadership development will aid in succession planning efforts and identification of future officers and Board members, and will add some diversity to the Board, and that her knowledge and leadership in the community will add overall strength to the Board of Directors.
Steven R. Rasmussen, CPA Age 49 Director since 2011	Mr. Rasmussen has been Chief Executive Officer and General Manager for Adams Electric Cooperative, Inc., an electric distribution cooperative in south-central Pennsylvania, since 2006. Mr. Rasmussen served as Accounting and Member Services Manager with the same organization from 1999 to 2006. Prior to joining Adams Electric, Mr. Rasmussen served in various other capacities including college faculty and auditor for various accounting firms. Mr. Rasmussen serves on the boards and executive committees of the Adams Utility Services Company, a wholly-owned subsidiary of Adams Electric, and Mid-Atlantic Cooperative Solutions, Inc. which does business as Aero Energy in New Oxford, PA (both private companies). He also serves and has served on the boards and committees of numerous community, non-profit and professional organizations as a way of giving back to the communities where he works and lives. In addition to his utility experience and board experience, Mr. Rasmussen is a certified public accountant, and a leader in the communities of some of the Company’s recently added water systems. The Board views Mr. Rasmussen’s utility experience, his financial and educational background, and his knowledge and visibility in the Adams County area as beneficial to the Company’s Board of Directors.

DIRECTORS WITH TERMS EXPIRING IN 2023

Joseph T. Hand Age 59 Director since 2020	Mr. Hand has served as the President and Chief Executive Officer of the Company since 2020. He was Chief Operating Officer for the Company from 2008 to 2020. Prior to joining the Company, Mr. Hand was Chief of the Navigation Branch, Baltimore District, for the U.S. Army Corps of Engineers from 2006 to 2008, and Deputy Commander and Deputy District Engineer for the Corps of Engineers from 2003 to 2006. Prior to the Army Corps, Mr. Hand held various positions in the U.S. Army. Mr. Hand is a director of the National Association of Water Companies at the national level, the chairman of the Pennsylvania Chapter of the National Association of Water Companies, and serves as director or committee member of various community and non-profit organizations. Mr. Hand holds an MBA degree. The Board considered Mr. Hand’s experience within the Company, his industry experience, and his educational background and determined that his continued service on the Board will be beneficial to the Company’s Board of Directors.
Erin C. McGlaughlin Age 48 Director since 2016	Ms. McGlaughlin is founder and partner at Design Quake, Inc., a business consultancy in York, PA focused on strategic change management and organizational development. Prior to her current position, Ms. McGlaughlin was on the senior management team at Mitchco, Inc. d/b/a Rudy Art Glass, a family-owned decorative architectural glass fabricator in York, PA, from 2005 to 2016, an Assistant Marketing Manager for General Mills in Minneapolis, MN from 2004 to 2005, Manager of Investment Funds at The Carlyle Group, a private equity firm in Washington, DC, from 1998 to 2002, and a Senior Auditor with Arthur Anderson LLP in Washington, DC from 1995 to 1998 during which time she became a certified public accountant. Ms. McGlaughlin was an adjunct professor of design thinking at York College of Pennsylvania from 2015 to 2017. Ms. McGlaughlin earned an MBA from Stanford University where she was named an Arjay Miller Scholar. Ms. McGlaughlin is active in the York community, serving as a board member, officer, or committee member of a number of private company and non-profit organizations. In addition, Ms. McGlaughlin was named a Central Penn Business Journal Woman of Influence in 2015. The Board considered Ms. McGlaughlin’s experience in all aspects of running a business including strategic planning, marketing, production, finance, accounting, human resources, sales, and public relations and her involvement in the community and determined that she would add a considerable benefit and diversity to the Company’s Board of Directors.

DIRECTORS WITH TERMS EXPIRING IN 2023

Robert P. Newcomer Age 73 Director since 2013	Mr. Newcomer has been President of Newcomer Consulting LLC, which provide financial consulting services for public, private and not for profit organizations, since 2003. Prior to starting his own business, Mr. Newcomer was with Glatfelter, York, PA, a public company and global manufacturer of specialty paper and engineered products, from 1972 to 2003. He was an Executive Vice President for Glatfelter from 1993 to 2001, and President and Chief Operating Officer from 2001 to 2003. Mr. Newcomer also served as Dean of Business Affairs and CFO for York College of Pennsylvania from 2004 to 2006 and Interim President for York County Community Foundation from 2008 to 2009. Mr. Newcomer participates as an officer, Board or committee member with various community and non-profit organizations. The Board determined that Mr. Newcomer’s experience leading a large public company, his financial background, board and committee experience with other organizations, as well as his familiarity with the community in which the Company serves, would continue to benefit the Company’s Board of Directors.
Ernest J. Waters Age 72 Director since 2007	Mr. Waters, now retired, served as Area Vice President and York Area Manager, Met-Ed, a FirstEnergy Company (an investor owned utility), from 1998 to 2009. In addition to management, Mr. Waters’ experience includes public accounting, internal auditing and serving as an expert accounting witness in rate proceedings before the Pennsylvania Public Utility Commission, The Federal Energy Regulatory Commission, and the New York Public Service Commission. Mr. Waters was formerly a Certified Public Accountant and holds an MBA degree. He serves as a director, chairman of the special joint compliance committee, and a member of the risk and audit committees of Fulton Financial Corporation (a public company), and a director and chairman of the trust committee of Fulton Bank of Lancaster, PA (a subsidiary of Fulton Financial Corporation). Mr. Waters served on the board of Wellspan Health (a non-profit organization.), chaired the audit committee, and was a member of the executive committee before ending his service in 2017 by reaching the maximum years allowed. Mr. Waters is an NACD Governance Fellow. The Board considered Mr. Waters’ prior experience in the utility industry and with regulatory matters and his current public company director and committee experience to be valuable and determined that his continued service on the Board will be beneficial to the Company’s Board of Directors.

NOMINEES FOR ELECTION TO THREE YEAR TERMS EXPIRING IN 2024

Michael W. Gang, Esq. Age 71 Director since 1996	Mr. Gang is a principal with Post & Schell PC (P & S), Harrisburg, PA, a Pennsylvania-based law firm, concentrating in regulatory matters. Mr. Gang currently serves as Chairperson of the P & S Board of Directors. Mr. Gang was a partner in Morgan, Lewis & Bockius, Harrisburg, PA, an international law firm, from 1984 to 2005. Mr. Gang is counsel to numerous water, gas, and electric utilities which are regulated by the Pennsylvania Public Utility Commission and has represented public utilities over a broad range of complex financial and tax issues in conjunction with economic regulation, financial statements, taxes and financing for 45 years. P & S is currently regulatory counsel for the Company. The Board believes Mr. Gang’s legal and regulatory knowledge, as well as his experience with the Pennsylvania Public Utility Commission will continue to be a great benefit to the Company’s Board of Directors.
Jeffrey R. Hines, P.E. Age 60 Director since 2008	Mr. Hines, now retired, served as the President and Chief Executive Officer of the Company from 2008 to 2020. He was Chief Operating Officer and Secretary from 2007 to 2008, and Vice President of Engineering from 1995 to 2006. Mr. Hines is a director and a member of the compensation, audit and corporate governance and nominating committees of Codorus Valley Bancorp in York, PA (a public company), and its wholly-owned subsidiary, Peoples Bank, York, PA. Mr. Hines is a trustee and chair of York College of Pennsylvania and serves as director or committee member of various community and non-profit organizations. Mr. Hines was director with the National Association of Water Companies at both the state and national levels. Mr. Hines is a licensed Professional Engineer in PA and MD and holds MBA and law degrees. The Board considered Mr. Hines’ prior experience within the Company, his industry experience, and his educational background and determined that his continued service on the Board will be beneficial to the Company’s Board of Directors.
George W. Hodges Age 71 Director since 2000	Mr. Hodges, now retired, served as non-executive Chairman of the Board of The Wolf Organization, regional distributor and manufacturer of kitchen and bath products and specialty building products, from 2008 to 2009. Prior to being Chairman, Mr. Hodges was a member of the Office of the President of The Wolf Organization from 1986 to 2006. Mr. Hodges is a director and a member of the audit and compensation committees of Fulton Financial Corporation (a public company), in Lancaster, PA, and director of Fulton Bank, a subsidiary of Fulton Financial Corporation. Mr. Hodges is the Chairman of the Board of Burnham Holdings, in Lancaster, PA (a public company). Mr. Hodges is a director and chairman of the Hodges Family Foundation and director emeritus of the Powder Mill Foundation, private charitable foundations in York, PA. Mr. Hodges is an NACD (National Association of Corporate Directors) Board Leadership Fellow. He also serves and has served on the boards or committees of various non-profit and community organizations. The Board determined that Mr. Hodges’ business experience and leadership in the community as well as his extensive board and committee service with various organizations will continue to benefit the Company’s Board of Directors.
George Hay Kain, III Age 73 Director since 1986	Mr. Kain has been an academic since 2007 and was a consultant from 2004 to 2007. Mr. Kain ran his own law office from 1982 to 2004, handling all aspects of the business, specializing in pipeline condemnation cases for a local utility, and cases involving real estate, and estates and trusts. Mr. Kain was a solicitor for York County Children and Youth Services. He also practiced in the local juvenile court, the Pennsylvania Superior Court, and the Pennsylvania Supreme Court. Mr. Kain was admitted to the bar of the Supreme Court of the United States. Mr. Kain is also actively involved in various non-profit organizations. The Board considered Mr. Kain’s legal experience as well as his commitment and contributions to the Company over the past 35 years and determined that his continued service will be beneficial to the Company’s Board of Directors.

EXECUTIVE OFFICERS OF THE COMPANY

Mark A. Wheeler Age 54 Officer since 2019		Mr. Wheeler has been Chief Operating Officer of the Company since March 2020. Prior to his current position, Mr. Wheeler was Chief Administrative Officer from September 2019 to February 2020. Prior to joining the Company, Mr. Wheeler was the Chief Financial Officer for Knott Mechanical, Hunt Valley, MD from July 2015 to August 2019, Chief Financial Officer for New Standard Corporation, York, PA from January 2006 to July 2015, Senior Manager, Financial Analysis for Armstrong World Industries, Lancaster, PA from November 2004 to January 2006, and Site Controller for Armstrong World Industries, Lancaster, PA from March 2003 to November 2004. Prior to that, Mr. Wheeler held various positions of increasing responsibility for York International Corporation and Gichner Systems Group.

Matthew E. Poff, CPA Age 50 Officer since 2018		Mr. Poff has been Chief Financial Officer and Treasurer of the Company since January 2018. Prior to his current position, Mr. Poff was Controller and Assistant Treasurer from May 2017 to December 2017, and Controller from June 2009 to April 2017. Prior to joining the Company, Mr. Poff was the Chief Financial Officer for I.B. Abel, Inc., an electrical contractor in York, PA, from October 2006 to May 2009, and held various positions of increasing responsibility at Beard Miller Company LLP, a regional accounting firm in York, PA for more than ten years. Mr. Poff is a licensed Certified Public Accountant in Pennsylvania.

Alexandra C. Chiaruttini, Esq. Age 51 Officer since 2020		Ms. Chiaruttini has been Chief Administrative Officer and General Counsel of the Company since October 2020. Prior to joining the Company, Ms. Chiaruttini was the Chief Counsel for the Pennsylvania Department of Environmental Protection, Harrisburg, PA from October 2015 to September 2020, Partner and Chair of Environmental Practice for Stock and Leader, LP, York, PA from February 2008 to September 2015, Associate in the Environmental Law and Toxic Tort Practice Group for McNees Wallace & Nurick, LLC, Harrisburg, PA from March 2001 to January 2008, and the Assistant Regional Counsel of the Southcentral Office of the Pennsylvania Department of Environmental Protection, Harrisburg, PA from September 1997 to February 2001.

Vernon L. Bracey Age 60 Officer since 2003		Mr. Bracey has been Vice President of Customer Service of the Company since March 2003. Prior to his current position, Mr. Bracey was Customer Service Manager from January 2000 to February 2003 and Meter Reading Manager from September 1998 to December 1999. Prior to joining the Company, Mr. Bracey held various positions in economic development, energy services and public and community relations at GPU Energy, A First Energy Company, from March 1983 to August 1998.

Natalee C. Gunderson, SHRM-CP Age 34 Officer since 2019		Ms. Gunderson has been Vice President of Human Resources of the Company since January 2019. Prior to her current position, Ms. Gunderson was Human Resources Manager from October 2015 to January 2019, Customer Service Manager from December 2012 to September 2015, and Customer Service Lead from August 2011 to November 2012. Prior to joining the Company, Ms. Gunderson was a staffing manager for JFC Staffing Companies, Camp Hill, PA from September 2010 to July 2011 and Assistant Manager for Charlotte Russe, Inc., Camp Hill, PA from August 2009 to August 2010.

Mark J. Hardman Age 49 Officer since 2019		Mr. Hardman has been Vice President of Technology of the Company since January 2019. Prior to his current position, Mr. Hardman was Information Technology and Services Administrator from January 2016 to January 2019 and Oracle Application Engineer from June 2008 to December 2015. Prior to joining the Company, Mr. Hardman was a database administrator for Harford Community College, Bel Air, MD from 2005 to June 2008 and Administrative Computing Consultant for Asbury Theological Seminary, Wilmore, KY from 1995 to 2005.

Mark S. Snyder, P.E. Age 51 Officer since 2009		Mr. Snyder has been Vice President-Engineering since May 2009. Prior to his current position, Mr. Snyder was Engineering Manager from October 2007 to April 2009 and Engineer from December 2006 to October 2007. Prior to joining the Company, Mr. Snyder was a project engineer with Buchart Horn, Inc., York, PA, an international engineering firm from April 2001 to December 2006, and a project engineer for Rettew Associates, Lancaster, PA, a national engineering firm, from December 1996 to April 2001. Mr. Snyder is a licensed Professional Engineer in Pennsylvania.

Board Diversity Matrix (As of March 22, 2022)
Total Number of Directors	11
	Female	Male	Non-Binary	Did Not Disclose Gender
Number of Directors Based on Gender Identity	3	7	-	1

Number of Directors Who Identify in Any of the Categories Below:
African American or Black	-	1	-	-
Alaskan Native or Native American	-	-	-	-
Asian	-	-	-	-
Hispanic of Latinx	-	-	-	-
Native Hawaiian or Pacific Islander	-	-	-	-
White	3	6	-	-
Two or More Races or Ethnicities	-	-	-	-
LGBTQ+	-
Demographic Background Undisclosed	1

Steven R. Rasmussen, CPA Chairperson
Erin C. McGlaughlin Member	Robert P. Newcomer Member	Ernest J. Waters Member

	2021	2020
Audit Fees (1)	$166,393	$157,150
Audit Related Fees	-	-
Tax Fees (2)	15,150	14,650
All Other Fees	-	-
	$181,543	$171,800

Name	Title

Joseph T. Hand	President, Chief Executive Officer
Mark A. Wheeler	Chief Operating Officer
Matthew E. Poff, CPA	Chief Financial Officer

				Non-Equity	Nonqualified
				Incentive Plan	Deferred		All Other
Name and			Stock	Compensation	Compensation		Compensation
Principal Position	Year	Salary (1)	Awards (2)	(3)	Earnings (4)		(5)	Total

Joseph T. Hand	2021	$302,628	$102,800	$15,500		$57,329	$9,057	$487,314
President, Chief	2020	293,151	46,000	15,000		81,634	9,699	445,484
Executive Officer


Mark A. Wheeler	2021	197,862	39,000	10,300		19,396	30,375	296,933
Chief Operating	2020	187,870	12,000	9,750		-	11,759	221,379
Officer


Matthew E. Poff, CPA	2021	210,158	41,600	10,800		16,449	10,925	289,932
Chief Financial	2020	206,596	40,000	10,400		21,278	10,399	288,673
Officer

Name and Principal Position	Equity Incentive Plan Awards: Number of Shares That Have Not Vested	Equity Incentive Plan Awards: Market Value of Shares That Have Not Vested
Joseph T. Hand President, Chief Executive Officer	3,122	$155,413
Mark A. Wheeler Chief Operating Officer	940	$46,793
Matthew E. Poff, CPA Chief Financial Officer	1,781	$88,658

Director	Fees Paid in Cash	Stock Awards	Total

Cynthia A. Dotzel, CPA	$34,653	$5,397	$40,050
Michael W. Gang, Esq.	25,893	5,397	31,290
Jeffrey R. Hines, P.E.	25,893	4,523	30,416
George W. Hodges	30,113	5,397	35,510
George Hay Kain III	25,843	5,397	31,240
Jody L. Keller, SPHR	26,373	5,397	31,770
Erin C. McGlaughlin	31,323	5,397	36,720
Robert P. Newcomer	30,483	5,397	35,880
Steven R. Rasmussen, CPA	33,883	5,397	39,280
Ernest J. Waters	30,983	5,397	36,380

	Board	Executive Committee	Audit Committee	Nomination & Corporate Governance Committee	Compensation Committee
Chairperson	$2,500	$1,200	$1,800	$1,090	$1,090
Directors/Members	$810	$890	$950	$840	$840