Thomas J. Bresnan
CHESAPEAKE UTILITIESAbout Thomas J. Bresnan
Thomas J. Bresnan is the Independent Lead Director of Chesapeake Utilities Corporation (CPK), serving on the Board since 2001 and appointed Lead Director effective May 3, 2023. He is age 72 and has served as Chair of the Audit Committee since 2004 and is a member of the Investment Committee, with recognized “financial expert” status under SEC rules. Bresnan retired in 2023 as CEO and President of Denver Accounting Services and previously held senior leadership and finance roles at public and private companies, including President/CEO and Board member of publicly traded New Horizons Worldwide, Inc., President of Capitol American Life Insurance, CFO at Capitol American Finance, and positions at Arthur Andersen & Co.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Denver Accounting Services | Chief Executive Officer & President; Owner | 2014–2023 (retired in 2023) | Leadership of accounting services enterprise |
| Bresnan Enterprises, Inc. | Owner | Prior to dissolution in 2023 | Entrepreneurial operations |
| Career School of the Rockies | President | 2012–2020 | Oversaw education operations |
| Global LT | President; Board Member | President 2017–2019; Board member since 2014 | Language/cross‑cultural training; ongoing board governance |
| Schneider Sales Management, LLC | Majority stockholder; President & CEO | 2008–2012 | Led sales management company |
| New Horizons Worldwide, Inc. (public) | Board Member; President & CEO | Not disclosed | Led publicly traded IT training company; public company governance experience |
| Capitol American Life Insurance | President | Not disclosed | Insurance leadership |
| Capitol American Finance | Chief Financial Officer | Not disclosed | Finance leadership |
| Arthur Andersen & Co. | Various positions | Not disclosed | Audit/finance foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Global LT | Board Member | Since 2014 | Ongoing director role at language/cross‑cultural training company |
Board Governance
- Leadership structure: Chair and CEO roles combined; an Independent Lead Director is elected when roles are combined. Bresnan was appointed Independent Lead Director on May 3, 2023, with duties including agenda consultation, facilitation of Board-Management communications, and potential engagement with shareholders.
- Independence: On Feb 26, 2025, the Board determined eight of nine directors were independent, including Bresnan.
- Attendance and engagement: The Board held five meetings in 2024; all then-serving directors attended the 2024 virtual annual meeting; each incumbent director participated in at least 75% of Board and respective Committee meetings.
| Committee | Role | 2024 Meetings | Member Status | Notes |
|---|---|---|---|---|
| Audit Committee | Chair | 5 | Independent; Financial Expert | Oversees financial reporting integrity, legal/regulatory compliance, internal controls, risk management, cybersecurity, and technology systems (including AI); all members independent and financially literate; none serve on another public co audit committee. |
| Investment Committee | Member | Not disclosed | Independent | CEO serves as Chair; as employee, receives no additional director compensation. |
Fixed Compensation
| Component | Detail | 2024 Amount |
|---|---|---|
| Fees Earned or Paid in Cash | Board and Committee retainers (paid May 2024; includes cash in lieu of fractional shares) | $140,023 |
| Stock Awards | Annual stock grant on May 8, 2024: 995 shares at $110.53 (closing price) = grant date fair value $109,977; fully vested (not subject to forfeiture) | $109,977 |
| Total | Cash + Stock | $250,000 |
Director retainer schedule (approved May 2024; in effect from the 2024 Annual Meeting to the 2025 Annual Meeting):
| Retainer Type | Amount |
|---|---|
| Board Member (cash) | $80,000 |
| Lead Independent Director (cash) | $25,000 |
| Equity Retainer | $110,000 |
| Committee Member (cash) | $7,500 |
| Audit Committee Chair (cash) | $20,000 |
Note: No additional compensation for attendance at Board or Committee meetings; directors may defer compensation under the NQDC Plan; no preferential earnings; in 2024, propane discount not used by directors in the table.
Performance Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Option Awards | $0 | No options reported for directors. |
| Non‑equity Incentive Plan Compensation | $0 | None for directors. |
| Change in Pension Value & NQDC Earnings | $0 | No preferential earnings; none reported. |
| All Other Compensation | $0 | None reported. |
| Performance Metrics Tied to Director Compensation | Disclosure |
|---|---|
| Performance conditions (e.g., TSR, EBITDA, ESG) | None disclosed for non‑employee directors; annual stock awards are fully vested at grant. |
Other Directorships & Interlocks
| Type | Company | Role | Status |
|---|---|---|---|
| Current public company audit committee | Various | Audit Committee Member | None (Audit Committee members do not serve on another public co audit committee) |
| Prior public company board | New Horizons Worldwide, Inc. | Board Member; President & CEO | Prior (publicly traded) |
| Private company board | Global LT | Board Member | Current |
Expertise & Qualifications
- Audit Committee financial expert; deep financial, accounting, and audit committee expertise.
- Extensive public company leadership; technology, sales, and marketing experience; acquisitions and post‑integration expertise.
- Long service on CPK’s Board (since 2001), Lead Director role since 2023, Audit Chair since 2004.
Equity Ownership
| Holder | Total Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Thomas J. Bresnan | 27,461 | <1% | Shared voting rights on 15,413 shares in certain accounts; beneficial ownership as of Dec 31, 2024; policy governing securities trades is filed as Exhibit 19 to the 2024 Form 10‑K. |
Director stock ownership guidelines:
- Requirement: Own shares valued at five times the annual cash retainer in effect on Feb 24, 2017; compliance within five years from later of appointment or Dec 6, 2017; once met, maintain at least that number (adjusted for splits).
- Status: All non‑employee directors currently exceed the requirement or are within the ownership period.
Governance Assessment
- Strengths: Independent Lead Director role with explicit responsibilities; long‑standing Audit Committee Chair with robust oversight of financial reporting, compliance, risk management, cybersecurity, and technology (including AI); all Audit Committee members are independent and designated “financial experts,” with five meetings held in 2024.
- Independence & engagement signals: Formal independence determination (Feb 26, 2025); ≥75% attendance in 2024 across Board and committees; five Board meetings and full director attendance at 2024 annual meeting.
- Alignment: Annual equity retainer and meaningful personal share ownership; director ownership guidelines at 5x cash retainer with Board‑level confirmation of compliance; annual compensation reviewed with FW Cook benchmarking.
- Observations: Extended tenure (service since 2001; Audit Chair since 2004) provides deep institutional knowledge; Board proposing declassification starting 2026 for annual elections by 2028, indicating governance modernization.
Related‑Party Transactions and Policies
- The Audit Committee reviews and approves related‑person transactions per Item 404(a) standards; annual questionnaires and Code of Ethics require prompt disclosure and recusal from voting on conflicted matters.
Audit Firm Oversight
- Audit Committee pre‑approval and independence safeguards; reviewed and updated pre‑approval policy Nov 2024; 2024 audit fees: $1,634,969; audit‑related fees: $81,300; no tax services engaged.