Lisa G. Bisaccia
CHESAPEAKE UTILITIESAbout Lisa G. Bisaccia
Independent director since 2021 (Class I), age 68; former Executive Vice President and Chief Human Resources Officer at CVS Health with deep expertise in compensation, benefits, human capital management, culture, and corporate social responsibility. At Chesapeake Utilities, she serves as Chair of the Compensation Committee and is a member of the Corporate Governance Committee, reflecting alignment between her background and board responsibilities . The Board assessed independence on February 26, 2025 and determined she is independent under NYSE standards and company guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CVS Health | EVP & Chief Human Resources Officer | Retired 2021 | Led employee engagement, talent systems, large-scale acquisitions integration, DEI, CSR/philanthropy |
| Aramark Corporation | Director | Prior service (dates not specified) | Nominating & Corporate Governance Committee; Compensation & Human Resources Committee |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Trinity College | Chair, Board of Trustees | Current | Board leadership |
| Boys & Girls Clubs of America | Vice Chair, National Board of Governors; Chair, HR & Compensation Committee | Current | Oversees HR/Comp practices across national organization |
| Care New England Health Care System (Women and Infants Hospital) | Quality Committee member | Prior | Quality oversight (volunteer role) |
Board Governance
- Committee assignments: Compensation Committee Chair; Corporate Governance Committee Member .
- Independence: Board determined 8 of 9 directors are independent as of Feb 26, 2025, including Bisaccia .
- Attendance and engagement: Board held 5 meetings in 2024; all then-serving directors attended the 2024 virtual annual meeting; each incumbent director participated in ≥75% of Board and respective committee meetings in 2024 . Compensation Committee held 6 meetings in 2024 ; Corporate Governance Committee held 5 meetings .
- Leadership structure: Combined Chair/CEO (Householder) with an independent Lead Director (Bresnan) to balance governance and ensure robust independent oversight .
- Executive sessions and ethics: Independent directors meet in executive session; robust Code of Ethics and Related Persons Transactions policy; no related-person transactions >$120,000 for period Jan 1, 2024–Mar 10, 2025 .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $112,523 | Includes Board cash retainer ($80,000), committee retainers (e.g., Compensation Chair $17,500; committee member $7,500), and cash in lieu of fractional shares |
| Stock Awards | $109,977 (995 shares @ $110.53) | Fully vested annual equity grant under 2023 SICP |
| Total | $222,500 | 2024 director compensation total |
Historical director compensation for Bisaccia:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Cash ($) | $86,005 | $100,048 | $112,523 |
| Stock ($) | $84,995 | $94,952 | $109,977 |
| Total ($) | $171,000 | $195,000 | $222,500 |
Non-employee director pay framework (2024–2025 term):
- Board cash retainer: $80,000 .
- Equity retainer (fully vested): $110,000 .
- Committee member retainer: $7,500; Compensation Committee Chair retainer: $17,500; Corporate Governance Committee Chair retainer: $17,500; no meeting fees .
Performance Compensation
| Item | Disclosure | Detail |
|---|---|---|
| Performance-based metrics tied to director pay | None | Director equity grants are fully vested; no options or non-equity incentive awards for directors |
| Meeting fees | None | No additional compensation for meeting attendance |
| Options | None | No director option awards disclosed |
Other Directorships & Interlocks
| Company/Organization | Public/Private | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Aramark Corporation | Public (prior) | Director; Nominating & Corporate Governance; Compensation & HR Committees | No CPK related-party transactions disclosed; prior service only |
| Trinity College | Private (non-profit) | Chair, Board of Trustees | No conflicts disclosed |
| Boys & Girls Clubs of America | Private (non-profit) | Vice Chair; Chair HR & Compensation | No conflicts disclosed |
Expertise & Qualifications
- Extensive expertise in compensation, benefits, and human capital management; leadership in organizational culture and CSR/philanthropy; strategic and operations leadership in regulated industries .
- Recognitions include Women in Leadership 2024 by The Forum of Executive Women and TopCHRO Worldwide Top 100 CHRO (prior) .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 2,839 | As of March 10, 2025 |
| Ownership as % of class | <1% | Company-wide directors/executives hold 1.51% collectively |
| Shares pledged as collateral | None for any director/NEO | Anti-pledging policy enforced |
| Anti-hedging policy | Hedging prohibited | Applies to directors, officers, employees |
| Director stock ownership guidelines | 5x annual cash retainer; 5-year compliance window; all non-employee directors exceed or are within window | |
| Deferred compensation elections | Deferred equity and cash retainers in 2024 under NQDC; no preferential earnings; dividends on deferred stock units equal common dividends |
Insider Trades
| Item | Disclosure | Source |
|---|---|---|
| Section 16(a) filing timeliness (2024) | No delinquent filings for directors except one Form 4 for Forsythe; none noted for Bisaccia | |
| Pledging/Hedging | Prohibited; none pledged by directors/NEOs |
Governance Assessment
- Board effectiveness: Bisaccia’s chairmanship of the Compensation Committee is well-aligned with her CHRO background, and the Committee uses an independent consultant (FW Cook) with confirmed independence—supportive of pay-for-performance governance quality .
- Independence and engagement: Independent status confirmed; ≥75% attendance; meaningful committee workload (6 Compensation Committee meetings; 5 Corporate Governance meetings) indicate active oversight .
- Alignment and incentives: Director equity is granted annually and fully vested; while not performance-based (standard for directors), Bisaccia’s consistent deferral of both cash and equity retainers into the NQDC plan strengthens long-term alignment without preferential earnings—positive signal .
- Conflicts/related-party exposure: No related-person transactions above disclosure threshold; anti-hedging/pledging policies in place; no shares pledged—low conflict risk .
- Structural consideration: Chair/CEO combined, but mitigated by an independent Lead Director and strong committee independence; Board is moving to declassify over three years, which increases accountability to shareholders—positive governance trend .
RED FLAGS: None identified related to Bisaccia—no related-party transactions, no pledging/hedging, timely Section 16 filings, independent status, and strong committee engagement .