Robert F. Powelson
About Robert F. Powelson
Independent director since June 2019; age 56 in the 2025 proxy. President & CEO of the National Association of Water Companies (NAWC) since June 2018; former Federal Energy Regulatory Commission (FERC) Commissioner (2017–2018) and former Chair/Commissioner of the Pennsylvania Public Utility Commission (PUC) (Chair 2011–2015; Commissioner 2008–2017). Education: Masters of Governmental Administration (University of Pennsylvania) and B.A. (St. Joseph’s University). On October 31, 2025, appointed Interim Chairman of the Board following the resignation of the prior Chair.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Federal Energy Regulatory Commission (FERC) | Commissioner | 2017–2018 | Confirmed by U.S. Senate; national energy regulation leadership |
| Pennsylvania Public Utility Commission (PUC) | Commissioner; Chairman | Commissioner 2008–2017; Chair 2011–2015 | State utility regulation; oversight of water/power sectors |
| Chester County Chamber of Business & Industry | President | 1994–2008 | Regional business advocacy and leadership |
| National Association of Regulatory Utility Commissioners (NARUC) | President; Board member | 2011–2017 | Chaired NARUC Committee on Water and Power; Water Committee rep to Task Force on Climate Policy |
| Pennsylvania Marcellus Shale Advisory Commission | Member | Mar–Jul 2011 | State energy development advisory role |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| National Association of Water Companies (NAWC) | President & CEO | Since Jun 2018 | National water utility industry association |
| Electric Power Research Institute (EPRI) | Advisory Board (past) | Not disclosed | Prior advisory service referenced in company 8‑K |
| ClearResult | Advisory Board Member | 2021–2023 | Energy efficiency/transition services provider |
| NARUC | President; Board Member | 2011–2017 | National regulator association leadership |
Board Governance
- Roles and committees: Chair, Governance & Sustainability Committee; member, Compensation & Human Capital Committee; appointed Interim Chairman of the Board effective Oct 31, 2025. Committees are comprised solely of independent directors.
- Attendance: In Fiscal 2025 the Board met 23 times; each director attended at least 90% of Board and committee meetings. In Fiscal 2024 the Board met 30 times; each director attended at least 75%. Independent directors held executive sessions at all regularly scheduled Board meetings in both periods.
- Independence: Board predominantly independent (only CEO is management director); all other directors determined independent under SEC and Nasdaq rules. Committees comprised exclusively of independent directors; Governance & Sustainability Committee specifically noted as solely independent.
- Committee activity levels: Governance & Sustainability held 3 meetings in Fiscal 2025; 1 meeting in Fiscal 2024. Compensation & Human Capital held 5 meetings in Fiscal 2025; 4 meetings in Fiscal 2024.
- Lead Independent Director: Denise M. Wilson served as Lead Independent Director in the 2024 proxy period.
| Committee | FY | Membership/Role |
|---|---|---|
| Governance & Sustainability | 2025 | Chair: Robert F. Powelson; Members: Denise M. Wilson, Ping Fu; anticipated additions: Christopher J. Close, Robert F. Beard post‑meeting |
| Compensation & Human Capital | 2025 | Chair: Denise M. Wilson; Members: Robert F. Powelson, John P. Miller; anticipated addition: Christopher J. Close post‑meeting |
| Committee overview | 2024 | Governance & Sustainability consisted of Powelson (Chair), Wilson, Miller, Fu; Compensation consisted of Wilson (Chair), Powelson, Jorden |
Fixed Compensation
| Fiscal Year | Fees Earned/Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 61,000 | 35,869 | 35,328 | 132,197 |
- In Fiscal 2024, “All Other Compensation” reflects company-paid tax reimbursements related to Non‑Voting Common Stock issued to facilitate the Chapter 11 restructuring.
- For Fiscal 2025, due to limited share pool availability, 100% of aggregate directors’ fees were paid in cash (no equity grants to offset retainer/committee fees). Specific per‑director dollar amounts not disclosed in the 2025 proxy.
Performance Compensation
| Element | Status/Details | Notes |
|---|---|---|
| Performance‑based metrics for director pay (e.g., PSU targets, TSR hurdles) | Not disclosed/Not utilized | Director pay comprised retainers/committee fees and stock awards; no performance metrics described for director equity |
| Equity awards to directors in FY 2025 | Not granted due to limited share pool | Directors’ fees paid 100% in cash for FY 2025 |
| FY 2024 restructuring‑related equity | 60,795 Non‑Voting Common shares awarded (revalued under ASC 718) | Incremental fair value recorded; tax reimbursements provided |
Other Directorships & Interlocks
- No other current public company directorships for Powelson disclosed in CGEH proxy statements; external roles are primarily regulatory/association and advisory.
Expertise & Qualifications
- Deep domain expertise across public utilities, regulatory policy, and energy markets; prior leadership roles at FERC, PUC, and NARUC.
- Governance credentials as Chair of Governance & Sustainability and member of Compensation & Human Capital; experience with board evaluations, succession planning, and ESG oversight per committee charter.
- Executive leadership at NAWC enhances industry network and understanding of utility customer landscape.
- Education: Masters of Governmental Administration (UPenn), B.A. (St. Joseph’s University).
Equity Ownership
| As of Date | Common Shares | % of Common | Non‑Voting Common Shares | % of Non‑Voting | % of Combined Voting Power |
|---|---|---|---|---|---|
| Dec 16, 2024 | 51,560 | 0.3% | 60,795 | 12.0% | 0.3% |
| Jun 13, 2025 | 51,560 | 0.3% | 60,795 | 12.0% | 0.3% |
- Note: Non‑Voting Common Stock is non‑voting; combined voting power excludes Non‑Voting Common and any derivatives thereof as per proxy methodology.
Governance Assessment
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Strengths:
- Extensive regulatory and utility sector expertise; brings informed oversight on policy and risk to CGEH’s distributed generation strategy.
- Strong governance engagement: Chair of Governance & Sustainability; high meeting attendance; board and committees comprised of independent directors; regular executive sessions.
- Clear committee charters and active cadence (Governance & Sustainability: 3 meetings FY25; Compensation: 5 meetings FY25), supporting oversight rigor.
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Alignment & Ownership:
- Direct ownership in Common (51,560) and Non‑Voting Common (60,795) suggests meaningful skin‑in‑the‑game, though voting influence remains modest due to non‑voting share class.
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Risks and RED FLAGS:
- Tax gross‑ups paid to directors (including Powelson) in FY 2024 for restructuring‑related equity—generally viewed as shareholder‑unfriendly compensation practice.
- Governance volatility in late 2025: resignation of Chairman citing disagreement over strategic direction and dilution; CFO resignation; appointment of a director as Interim CFO; Powelson appointed Interim Chairman—signals near‑term governance and strategic uncertainty.
- Limited share pool leading to all‑cash director fees in FY 2025 reduces equity alignment in that year.
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Overall: Powelson’s regulatory pedigree and governance leadership are positives for board effectiveness, especially around risk, policy, and ESG. The late‑2025 leadership transitions and compensation tax gross‑ups warrant investor attention to board decision‑making, alignment, and ensuing strategic outcomes.