Sheree M. Petrone
CHESAPEAKE UTILITIESAbout Sheree M. Petrone
Independent director of Chesapeake Utilities Corporation (CPK) since 2022; age 68. Former EVP who led Dynegy’s retail electricity business until 2018, with prior senior roles at Exelon, PECO, Trigen Energy, and Westinghouse. Currently President of Atwater Advisory, with deep experience across competitive power generation and regulated T&D, plus finance, customer service, and business development integration; recognized in The Forum of Executive Women’s “Women in Leadership 2024.” Committee assignments: Compensation Committee Member and Investment Committee Member. Independence affirmed by the Board on February 26, 2025; she met the Company’s attendance threshold in 2024 (≥75% of Board and applicable committee meetings).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dynegy Inc. | EVP; led retail electricity business | Until 2018 | Led national retail power business; customer-focused operations |
| Exelon (incl. PECO) | VP, commercial and retail divisions; finance roles at PECO | Not disclosed | Commercial and retail leadership; finance expertise |
| Trigen Energy | Management positions | Not disclosed | Operations/energy experience |
| Westinghouse | Management positions | Not disclosed | Industrial/energy background |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Atwater Advisory | President | Current | Strategic growth/value creation focus |
| University of Delaware (Alfred Lerner College) | Executive mentor | Current | Talent mentoring |
| Magee Rehabilitation Hospital Foundation | Trustee; past Chair of Strategic Planning Committee | Current; past Chair tenure not disclosed | Strategic planning leadership |
| The Forum of Executive Women | Member; recognized in Women in Leadership 2024 | Ongoing | Leadership recognition |
| Women’s Council on Energy & the Environment | Member | Ongoing | Energy governance network |
| Alliance Française de Philadelphie | Treasurer | Current | Governance/financial oversight |
| Corix Group of Companies (private) | Director; HR Committee member | 2020–April 2024 | Human resources oversight (private company) |
Board Governance
- Independence and attendance: Board determined eight of nine directors (including Petrone) were independent as of Feb 26, 2025; all then‑serving directors attended the 2024 annual meeting; each incumbent director met ≥75% attendance at Board and committee meetings in 2024.
- Board leadership and structure: CEO serves as Chair with an independent Lead Director; executive sessions are led by the Chair or Lead Director per guidelines.
- Committees (all independent members except CEO chairing Investment): Compensation; Audit; Corporate Governance; Investment. Directors may not serve on more than two other public company boards.
- Governance enhancements: Board proposed declassification over 2026–2028 for annual elections thereafter, signaling increased director accountability.
| Committee | Role | 2024 Meetings Held | Attendance Status |
|---|---|---|---|
| Compensation | Member | 6 | Met Company’s ≥75% threshold (Board-wide disclosure) |
| Investment | Member | 1 | Met Company’s ≥75% threshold (Board-wide disclosure) |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $95,023 | Board and committee retainers; includes cash in lieu of fractional shares |
| Stock Awards | $109,977 | 995 shares at $110.53 closing price on May 8, 2024; fully vested; not subject to forfeiture |
| Total | $205,000 | Non‑employee director compensation for 2024 period |
| Non‑Employee Director Retainers | 2024 | 2023 |
|---|---|---|
| Board Retainer – Cash | $80,000 | $80,000 |
| Board Retainer – Equity | $110,000 | $95,000 |
| Committee Member Retainer – Cash | $7,500 | $6,000 |
| Audit Committee Chair – Cash | $20,000 | $16,000 |
| Compensation Committee Chair – Cash | $17,500 | $14,000 |
| Corporate Governance Committee Chair – Cash | $17,500 | $14,000 |
| Investment Committee Chair – Cash | — (CEO chairs; no non‑employee chair fee) | $10,000 |
Performance Compensation
Directors do not receive performance-based cash bonuses or options; annual equity awards are fully vested and not subject to forfeiture.
| Equity Award Detail | 2024 Grant |
|---|---|
| Grant date | May 8, 2024 |
| Instrument | Stock award (fully vested; not subject to forfeiture) |
| Shares granted | 995 |
| Grant date fair value | $109,977 |
| Price reference | $110.53 (closing price on grant date) |
| Performance conditions | None; fully vested upon grant |
Other Directorships & Interlocks
- Current public company boards: None disclosed beyond CPK.
- Prior boards: Corix Group of Companies (private), HR Committee (2020–April 2024).
- Interlocks/related parties: Company reported no related person transactions >$120,000 involving directors or their immediate family in the period Jan 1, 2024–Mar 10, 2025.
Expertise & Qualifications
- Strategic and operations leadership across energy value chain; finance and customer service integration.
- Deep industry expertise: competitive generation and regulated T&D; Pennsylvania and Florida market knowledge.
- Governance/human capital exposure via Compensation Committee and external HR committee experience; recognized leadership networks.
Equity Ownership
| Holder | Shares Beneficially Owned (as of 3/10/2025) | % of Class | Pledged? | Ownership Guideline Compliance |
|---|---|---|---|---|
| Sheree M. Petrone | 2,361 | <1% | None pledged (Company disclosure) | Company disclosure: all non‑employee directors exceed the guideline (5x cash retainer) or are within the Ownership Period |
Policy signals:
- Anti‑hedging and anti‑pledging policy applies to directors; pledging prohibited.
- Director stock ownership guideline: ≥5x annual cash retainer (as defined) within stipulated period; Board monitors compliance.
Governance Assessment
- Alignment: Independent status, committee roles on Compensation and Investment, and equity-based director pay support shareholder alignment; no related party transactions or pledging reported.
- Engagement: Met attendance threshold; Board held five meetings; Compensation met six times; Investment met once; all directors attended 2024 annual meeting.
- Oversight strengths: Compensation Committee uses independent consultant FW Cook; Board moving toward declassification; clear Codes of Ethics and clawback policy for executives (culture signal).
- Potential watchpoint: CEO chairs Investment Committee reviewing transactions up to $50M—mitigated by three independent members and full Board review above $50M; monitor for robust challenge and documentation.
- Compensation mix: For 2024, Petrone’s director pay comprised cash retainers and fully‑vested stock awards (no options or performance cash), emphasizing simple, transparent structure; equity retainer increased year‑over‑year, modestly enhancing alignment.
RED FLAGS: None disclosed regarding conflicts, related‑party transactions, hedging/pledging, or low attendance. Continue monitoring Investment Committee governance dynamics and any future changes to director compensation structure.