Christopher L. Bruner
Essential UtilitiesAbout Christopher L. Bruner
Independent director of Essential Utilities, Inc. (WTRG); age 62; director since 2024. Retired Partner at Ernst & Young (EY) with 38+ years in audit and leadership; B.S. in accounting from Indiana University. Serves as Audit Committee Chair and is designated an Audit Committee Financial Expert. Board determined him independent after reviewing EY’s advisory relationship and his retirement from EY on December 27, 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young LLP | EY Audit Partner and Senior Advisory Partner | 2021–2024 | Led public company audits; deep expertise in financial statements and audit oversight |
| Ernst & Young LLP | Managing Partner, Philadelphia Office | 2008–2021 | Regional leadership; strategy and client service |
| Ernst & Young LLP | Partner | 2000–2008 | Audit leadership and client advisory |
| Ernst & Young LLP | Various roles (staff to senior) | 1987–2000 | Progressive audit responsibilities |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Mann Center for the Performing Arts | Board member and Chair | Not specified | Non-profit governance |
| Main Line Health | Audit Committee Chair (Board member) | Not specified | Audit oversight |
| The Union League of Philadelphia | Member and former Treasurer | Not specified | Financial stewardship |
| Other public company boards | None | — | — |
Board Governance
- Committee assignments: Audit (Chair), Executive Compensation (Member), Executive Committee (Member); Audit Committee Financial Expert designation .
- Independence: Board reviewed EY advisory work (SAP/AP integration), noted Bruner’s employment was in audit (not advisory) and decision to retain EY predated his directorship; he retired from EY on Dec 27, 2024; independence affirmed .
- Attendance: Board held 5 meetings in 2024; each director attended 100% of Board and applicable Committee meetings .
- Committee activity counts in 2024: Audit 9; Executive Compensation 8; Corporate Governance 6; Risk Mitigation & Investment Policy 7; Executive Committee 0 .
Fixed Compensation
| Component | 2024 Program | 2025 Program | Notes |
|---|---|---|---|
| Annual cash retainer (non-employee director) | $105,000 | $110,000 | Board used Pay Governance benchmarking; no change in 2024; revised for 2025 |
| Audit Chair fee | +$20,000 | +$20,000 | Applies to Bruner as Audit Chair |
| Executive Compensation Chair fee | +$15,000 | +$15,000 | Not applicable to Bruner (member, not chair) |
| Corporate Governance Chair fee | +$15,000 | +$15,000 | Not applicable |
| Risk Committee Chair fee | +$15,000 | +$15,000 | Not applicable |
| Lead Independent Director fee | +$30,000 | +$30,000 | Not applicable |
| Director | Fees Paid in Cash (2024) | Stock Awards (2024) | Total (2024) |
|---|---|---|---|
| Christopher L. Bruner | $93,750 | $119,996 | $213,746 |
2024 stock award grant-date fair value per share was $36.82; awards paid June 20, 2024 .
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Fair Value per Share | Vesting/Notes |
|---|---|---|---|---|
| Annual director stock grant | June 20, 2024 | ~3,259 | $36.82 | Director grants expressed in value; vesting terms not specified in proxy |
Shares implied by grant value/price; number aligns with Bruner’s beneficial holdings as of March 10, 2025 (3,259) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None |
| Potential interlocks | EY prior employment; Company utilized EY advisory services for SAP/AP integration (non-audit); amounts paid not material; Board reviewed and affirmed independence |
Expertise & Qualifications
- Key skills: Financial, Regulatory, Leadership, M&A; designated Audit Committee Financial Expert .
- Education: B.S. in accounting, Indiana University .
- Audit oversight: Audit Committee reviewed use of Artificial Intelligence in auditing and financial reporting; robust internal audit and auditor independence oversight .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Pledged/Hedged | Notes |
|---|---|---|---|---|
| Christopher L. Bruner | 3,259 | <1% | None (anti-hedging/pledging policy; no such activity in 2024) | As of March 10, 2025 |
| Director ownership guideline | 14,459 shares required (5× cash retainer) | — | — | Directors have up to 5 years to comply; Board states all directors are compliant with guidelines |
Governance Assessment
- Strengths: Independent Audit Chair with deep audit credentials; Audit Committee Financial Expert; 100% attendance; robust clawback policy (including time-vesting equity) and anti-hedging/pledging policy; stringent stock ownership guidelines for directors .
- Pay structure: Balanced cash retainer plus equity grant; audit chair fee aligns incentives with oversight responsibilities; Board compensation benchmarked by independent consultant (Pay Governance) .
- Shareholder signals: Strong Say-on-Pay support (93.7% in 2024), indicating investor alignment with compensation design and governance practices .
- Potential RED FLAGS: Historical EY advisory relationship while Bruner was at EY could be perceived as a conflict; Board mitigated by noting (i) engagement predated directorship, (ii) Bruner retired from EY in 2024 and no longer receives remuneration, and (iii) amounts paid were immaterial to EY and the Company; independence affirmed . No related person transactions in 2024; no hedging/pledging by directors .
Committee meetings in 2024: Audit (9), Executive Compensation (8), Corporate Governance (6), Risk (7), Executive Committee (0); Board meetings (5); Bruner attended 100% of applicable meetings .