DEF 14A 1 proxy.htm 2023 PROXY STATEMENT

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 17, 2023

THE YORK WATER COMPANY

130 EAST MARKET STREET

YORK, PENNSYLVANIA 17401

March 21, 2023

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 1, 2023, at 1:00 p.m. local time for the purpose of taking action upon the following proposals:

(1)	To elect four (4) 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, 2023;

(3)

To provide an advisory vote to approve the executive compensation of the Company’s named executive officers;

(4)

To provide an advisory vote on the frequency of future advisory votes on executive compensation; and

(5)

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, 2023, 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 Houck at (717) 718-2942 or e-mail mollyh@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				10
Corporate Governance				11
		Board Selection and Diversity		11
		Director Independence		12
		Board Leadership Structure		13
		Board Role in Risk Oversight		14
		Board Committees and Functions		14
		Communication With the Board of Directors		15
		Executive Sessions of the Board		15
		Stock Ownership		15
		Code of Ethics		15
Report of the Audit Committee				16
Proposal 2: Ratification of Appointment of Independent Registered
			Public Accounting Firm	17
Compensation of Directors and Executive Officers				18
	Summary Compensation Table			19
	Outstanding Equity Awards at Fiscal Year End			23
	Retirement Benefits			24
	Potential Payments Upon Termination or Change in Control			26
	Director Compensation			28
Pay versus Performance				29
Proposal 3: Provide an Advisory Vote to Approve the Executive Compensation of the
			Company’s Named Executive Officers	30
Proposal 4: Provide an Advisory Vote on the Frequency of Future
			Advisory Votes on Executive Compensation	31
Discretionary Authority				32
Shareholder Proposals and Nominations for Directors				32
Other Matters				32

THE YORK WATER COMPANY

130 EAST MARKET STREET

YORK, PENNSYLVANIA 17401

March 21, 2023

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 Michael W. Gang, Esq., George W. Hodges, and George Hay Kain III 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 1, 2023 (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 with printed copies. It is anticipated that proxy materials will first be mailed and made available via internet on March 21, 2023.

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 four proposals: (i) to elect four (4) Directors to serve for a term of three (3) years; (ii) to ratify the appointment of Baker Tilly US, LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2023; (iii) to provide an advisory vote to approve the executive compensation of the Company’s named executive officers; and (iv) to provide an advisory vote on the frequency of future advisory votes on executive compensation. 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:

2) Directors, director nominees and named executive officers:

Paul R. Bonney, Esq.	109		0.00
Cynthia A. Dotzel, CPA	15,872		0.11
Michael W. Gang, Esq.	11,996	(6)	0.08
Joseph T. Hand	25,922	(7)	0.18
Jeffrey R. Hines, P.E.	73,490	(8)	0.51
George W. Hodges	4,119	(9)	0.03
George Hay Kain III	23,150	(10)	0.16
Jody L. Keller, SPHR	3,971	(11)	0.03
Erin C. McGlaughlin	2,205		0.02
Robert P. Newcomer	6,596	(12)	0.05
Matthew E. Poff, CPA	4,669	(13)	0.03
Steven R. Rasmussen, CPA	3,333		0.02
Laura T. Wand	500		0.00
Ernest J. Waters	2,625		0.02
Mark A. Wheeler	4,265		0.03

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

All Directors and Executive Officers as a group (19 persons)	190,503	(14)	1.33

(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 14,287,037 shares outstanding as of February 28, 2023.
(3)	The information for BlackRock, Inc. was obtained from Schedule 13G/A filed with the Securities and Exchange Commission on January 25, 2023. BlackRock, Inc. reported sole voting power of 1,230,689 shares and sole dispositive power of 1,260,217.
(4)	The information for The Vanguard Group, Inc. was obtained from Schedule 13G/A filed with the Securities and Exchange Commission on February 9, 2023. The Vanguard Group, Inc. reported shared voting power of 23,848 shares, sole dispositive power of 886,150 shares, and shared dispositive power of 36,257 shares.

(5)	The information for Zimmer Partners, LP, Zimmer Financial Services Group LLC, Zimmer Partners GP, LLC, and Stuart J. Zimmer, collectively the Zimmer Accounts, was obtained from Schedule 13G filed with the Securities and Exchange Commission on February 9, 2023. The Zimmer Accounts reported shared voting power of 740,931 shares and shared dispositive power of 740,931 shares.
(6)	Mr. Gang shares voting and investment power on all held shares with his wife.
(7)	Includes 25,829 shares owned jointly by Mr. Hand's wife for which he shares voting and investment power. Includes 93 shares held by Mr. Hand’s child for which Mr. Hand disclaims beneficial ownership.
(8)	Includes 13,558 shares held by Mr. Hines’ wife, for which Mr. Hines disclaims beneficial ownership.
(9)	Includes 2,413 shares held by the Hodges Family Foundation, for which Mr. Hodges claims indirect beneficial ownership.
(10)	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.
(11)	Ms. Keller shares voting and investment power on all held shares with her husband.
(12)	Mr. Newcomer shares voting and investment power on all held shares with his wife.
(13)	Mr. Poff shares voting and investment power on all held shares with his wife.
(14)	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 2026

Joseph T. Hand Age 60 Director since 2020	Mr. Hand has served as the President and Chief Executive Officer of the Company since 2020. He was Chief Operating Officer and Secretary for the Company from 2017 to 2020 and Chief Operating Officer from 2008 to 2017. 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, a director of the Pennsylvania Chapter of the American Water Works Association Water Utility Council, a director of the Pennsylvaia Public Water System Technical Assistance Center 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 49 Director since 2016	Ms. McGlaughlin is Chief Operating Officer of myHR Partner, Inc., a human resources services firm. Prior to her current role, Ms. McGlaughlin was a partner at Design Quake, Inc., a business consultancy in York, PA focused on strategic change management and organizational development from 2016 to 2022, 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 companies 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.

NOMINEES FOR ELECTION TO THREE YEAR TERMS EXPIRING IN 2026

Laura T. Wand Age 62		Ms. Wand, now retired, was the Chief Executive Officer from 2020 to 2021 and Strategic Advisor from 2021 to 2022 of Shield T3, LLC, an organization delivering large scale, rapid response COVD-19 testing services in the education and high tech manufacturing space nationally. Previously, Ms. Wand had an extensive career with Johnson Controls International, a manufacturer of HVAC equipment, industrial refrigeration systems, controls, security systems, fire-detection systems and fire-suppression solutions, encompassing both domestic and global roles. She was Vice President and General Manager of Applied HVAC Equipment from 2018 to 2020 and Vice President and General Manager of Global Chiller Products from 2014 to 2018. Ms. Wand is currently an independent director for Burnham Holdings, in Lancaster, PA (a public company) and for IMPREG Group, a Danish private company as well as a senior advisor for TowerBrook Capital Partners, LP. Ms. Wand also serves on the Commonwealth of Pennsylvania Workforce Development Board of Directors. In addition, Ms. Wand also has served on the York College Board of Trustees since 2009 and was elected as Chair beginning in July of 2022. She holds a bachelor’s degree in Mechanical Engineering from the Georgia Institute of Technology. The Board considered Ms. Wand’s experience in management and strategic leadership and planning, as well as her involvement in the community, and determined she would add considerable knowledge, diversity, and unique perspective to the Company’s Board of Directors.
Ernest J. Waters Age 73 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. Mr. Waters recently left the board of Fulton Financial Corporation (a public company) where he served as a director, chairman of the special joint compliance committee, and a member of the risk and audit committees, and Fulton Bank of Lancaster, PA (a subsidiary of Fulton Financial Corporation) where he served as a director and chairman of the trust committee. 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, his recent public company director and committee experience, and his diversity to be valuable and determined that his continued service on the Board will be beneficial to the Company’s Board of Directors.

DIRECTORS WITH TERMS EXPIRING IN 2024

Michael W. Gang, Esq. Age 72 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 46 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 61 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 was 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 from 2011 to 2022. Mr. Hines is a trustee of York College of Pennsylvania and serves as director or committee member of various community and non-profit organizations. Mr. Hines was a 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 72 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 human resources committees of Fulton Financial Corporation (a public company), in Lancaster, PA, and director of Fulton Bank, a subsidiary of Fulton Financial Corporation. Mr. Hodges was a director of Burnham Holdings, in Lancaster, PA (a public company) from 2008 to 2021. 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 74 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 36 years and determined that his continued service will be beneficial to the Company’s Board of Directors.

DIRECTORS WITH TERMS EXPIRING IN 2025

Jody L. Keller, SPHR Age 69 Director since 2015	Ms. Keller was the owner of Jody Keller LLC, a human resources management consulting firm she founded from 2013 to 2022. 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 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 50 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 and wastewater 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.

EXECUTIVE OFFICERS OF THE COMPANY

Mark A. Wheeler Age 55 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. Mr. Wheeler holds an MBA degree.

Matthew E. Poff, CPA Age 51 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 and holds an MBA degree.

Alexandra C. Chiaruttini, Esq. Age 52 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 61 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 35 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. Ms. Gunderson holds an MBA degree.

Mark S. Snyder, P.E. Age 52 Officer since 2009		Mr. Snyder has been Vice President of 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 21, 2023)
Total Number of Directors	12
	Female	Male	Non-Binary	Did Not Disclose Gender
Number of Directors Based on Gender Identity	3	9	-	-

Number of Directors Who Identify in Any of the Categories Below:
African American or Black	-	1	-	-
Alaskan Native or Native American	-	-	-	-
Asian	-	-	-	-
Hispanic or Latinx	-	-	-	-
Native Hawaiian or Pacific Islander	-	-	-	-
White	3	8	-	-
Two or More Races or Ethnicities	-	-	-	-
LGBTQ+	-
Demographic Background Undisclosed	-

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

	2022	2021
Audit Fees (1)	$217,699	$166,393
Audit Related Fees	-	-
Tax Fees (2)	15,200	15,150
All Other Fees	-	-
	$232,899	$181,543

Name	Title

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

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

Joseph T. Hand	2022	$314,024	$78,937	$32,500	$12,310		$437,771
President, Chief	2021	302,628	102,800	15,500	9,057		429,985
Executive Officer


Mark A. Wheeler	2022	209,885	41,200	22,040	32,905		306,030
Chief Operating	2021	197,862	39,000	10,300	30,375		277,537
Officer


Matthew E. Poff, CPA	2022	219,056	43,200	22,680	12,984		297,920
Chief Financial	2021	210,158	41,600	10,800	10,925		273,483
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	3,276	$147,354
Mark A. Wheeler Chief Operating Officer	1,657	$74,532
Matthew E. Poff, CPA Chief Financial Officer	1,953	$87,846

Director	Fees Paid in Cash		Stock Awards		Total

Paul R. Bonney, Esq.	$	16,557	$	-	$	16,557
Cynthia A. Dotzel, CPA		44,800		5,986		50,786
Michael W. Gang, Esq.		30,120		5,986		36,106
Jeffrey R. Hines, P.E.		30,930		5,986		36,916
George W. Hodges		34,600		5,986		40,586
George Hay Kain III		29,000		5,986		34,986
Jody L. Keller, SPHR		29,750		5,986		35,736
Erin C. McGlaughlin		33,640		5,986		39,626
Robert P. Newcomer		35,470		5,986		41,456
Steven R. Rasmussen, CPA		37,040		5,986		43,026
Ernest J. Waters		34,640		5,986		40,626

	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

Year	Summary Compensation Table Total for PEO	Compensation Actually Paid to PEO	Average Summary Compensation Table Total for Non-PEO NEOs	Average Compensation Actually Paid to Non-PEO NEOs	Value of Initial Fixed $100 Investment Based on Total Shareholder Return	Net Income (in thousands of dollars)
2022	$437,771	$425,592	$301,975	$299,217	$100.11	$19,580
2021	429,985	430,753	275,510	276,139	108.70	16,984

2022	PEO	Non-PEO NEOs
Summary Compensation Table Total	$437,771	$301,975
Less: Grant-Date Fair Value of Equity Awards	(78,937)	(42,200)
Fair Value of Equity Awards Granted During the Year Outstanding and Unvested at Year End	71,743	48,826
Fair Value of Equity Awards Granted During the Year that Vested During the Year	16,937	-
Change in Fair Value of Equity Awards Granted in Prior Years Outstanding and Unvested at Year End	(8,069)	(3,453)
Change in Fair Value of Equity Awards Granted in Prior Years that Vested During the Year	(13,853)	(5,931)
Compensation Actually Paid	$425,592	$299,217