Ronald G. Forsythe, Jr.
CHESAPEAKE UTILITIESAbout Ronald G. Forsythe, Jr.
Ronald G. Forsythe, Jr. is an independent director of Chesapeake Utilities Corporation (CPK), serving since 2014; he is age 56 and qualifies as an Audit Committee financial expert, reflecting deep expertise in technology (including cybersecurity), finance, and regional market knowledge on the Delmarva Peninsula . He is the Chief Executive Officer of Qlarant Corporation (and predecessor Quality Health Strategies) since 2015 and is a NACD Board Leadership Fellow; he was formerly recognized by Savoy Magazine as one of the Most Influential Black Corporate Directors . The Board determined he is independent under NYSE standards in its annual review on February 26, 2025, and he attended at least 75% of Board and applicable committee meetings in 2024, with all directors attending the 2024 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Qlarant Corporation / Quality Health Strategies | Chief Executive Officer | 2015–present | Leadership of quality-focused healthcare enterprise; governance and financial oversight |
| Quality Health Strategies | President | 2015–2018 | Led organizational positioning and operations |
| Quality Health Strategies | Chief Operating Officer | 2012–2015 | Operational leadership and performance management |
| University of Maryland Eastern Shore | Chief Information Officer; VP of Technology & Commercialization | Not disclosed (prior role) | Technology strategy, cybersecurity, commercialization initiatives |
| Large water/wastewater utility (consulting) | IT Consultant | Not disclosed (prior role) | Infrastructure IT advisory and risk controls |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| NACD | Board Leadership Fellow | Not disclosed | Advanced director education and governance credential |
| Savoy Magazine | Recognition: Most Influential Black Corporate Directors | Former recognition | Public recognition of governance leadership |
| Truist Financial (predecessor entity) | Regional Advisory Board | Former role | Financial sector advisory experience |
| Peninsula Regional Medical Center Foundation | Board | Former role | Non-profit health sector oversight |
| Sprint Corporation; Gateway Computers | Higher Education Advisory Boards | Former roles | Technology/education advisory experience |
| Quality Health Foundation; Horizons® at the Salisbury School | Member | Former roles | Community and philanthropic engagement |
Board Governance
- Committees: Audit Committee (member; financial expert) and Compensation Committee (member) .
- Chair roles: None disclosed; Audit Chair is Thomas J. Bresnan; Compensation Chair is Lisa G. Bisaccia .
- Independence: Board determined Forsythe is independent (Feb 26, 2025); eight of nine directors independent overall .
- Attendance/Engagement: Each incumbent director participated in ≥75% of Board and respective committee meetings in 2024; Board held five meetings and all directors attended the 2024 Annual Meeting .
- Committee activity: Audit Committee held five meetings; Compensation Committee held six meetings in 2024 .
- Board leadership: Lead Independent Director is Thomas J. Bresnan (not Forsythe) .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 95,023 | 109,977 | 205,000 |
- Director compensation structure in force (2024–2025): Board cash retainer $80,000; Board equity retainer $110,000; Committee member cash retainer $7,500 (per committee); no meeting fees; chair retainers only for chairs (Forsythe is not a chair) .
- Compensation mix (2024): Cash plus time-based equity; directors may defer under the NQDC Plan; no options are outstanding under equity plans .
Performance Compensation
| Grant Date | Shares Granted | Price per Share ($) | Grant Date Fair Value ($) | Vesting | Options |
|---|---|---|---|---|---|
| May 8, 2024 | 995 | 110.53 | 109,977 | Fully vested; not subject to forfeiture | None outstanding under equity plans |
- Performance metrics: Not applicable to non-employee director grants; equity awards are annual retainer-based and fully vested at grant (no PSU/TSR metrics disclosed for directors) .
Other Directorships & Interlocks
- Current public company directorships: None disclosed in biography; external roles listed are advisory/non-profit and executive position at Qlarant (private) .
- Compensation Committee interlocks: None; no insider participation in 2024 .
Expertise & Qualifications
- Extensive leadership, technology (including cybersecurity), organizational positioning, and energy experience; Audit Committee financial expertise .
- In-depth knowledge of Delmarva Peninsula markets; prior CIO/technology commercialization experience in academia and infrastructure .
Equity Ownership
| Owner | Total Shares Beneficially Owned | % of Class | Pledged as Collateral | Hedging/Pledging Policy | Ownership Guidelines Compliance |
|---|---|---|---|---|---|
| Ronald G. Forsythe, Jr. | 9,387 | <1% | None pledged | Hedging and pledging prohibited by policy | All non-employee directors exceed or are within the Ownership Period for 5x cash retainer guideline |
Insider Trades
| Date | Form | Transaction | Notes |
|---|---|---|---|
| June 11, 2024 | Form 4 | Sale to cover tax withholdings on a pre-determined distribution of shares | Filed late; noted in Section 16(a) disclosure for Forsythe |
Governance Assessment
- Strengths: Independent status; dual committee service (Audit/Comp), with financial expert designation; engagement (≥75% attendance; participation across meeting cadence); anti-hedging/anti-pledging policy; no related-party transactions in period; no compensation committee interlocks .
- Alignment: Director equity retainer fully vested, combined with stock ownership guidelines (5x cash retainer) and beneficial ownership of 9,387 shares support alignment, with company-wide prohibition on hedging/pledging and stated compliance across non-employee directors .
- Red flags: Minor administrative late Form 4 in June 2024 to report tax-withholding sale (not indicative of trading intent); no related-party transactions or pledging activity reported .
- Overall: Governance profile supports investor confidence—independent oversight, audit financial expertise, and pay practices centered on fixed retainers and time-based equity for directors, with no options, no meeting fees, and robust ownership guidelines .