David A. Ciesinski
Essential UtilitiesAbout David A. Ciesinski
David A. Ciesinski, age 58, has served as an independent director of Essential Utilities (WTRG) since 2021. He is President, Chief Executive Officer and Director of Lancaster Colony Corporation and President of its T. Marzetti subsidiary; previously he held senior roles at Kraft and Heinz, and he is a U.S. Army veteran and West Point graduate (Bronze Star), with an MBA from Carnegie Mellon’s Tepper School of Business . He is designated independent (all directors except the CEO were determined independent in 2024) and attended 100% of Board and committee meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lancaster Colony Corporation | Chief Executive Officer and Director | 2017–present | Leads a Nasdaq-listed packaged foods company; current public company directorship noted . |
| T. Marzetti Company (subsidiary of Lancaster Colony) | President | Current | Executive leadership over specialty food operations . |
| Kraft | President, Kraft Meal Solutions | 2014–2016 | Senior P&L leadership . |
| H.J. Heinz Company (U.S. Retail Division) | Group Vice President & Chief Marketing Officer | 2001–2013 | Long-tenured commercial and marketing leadership . |
| U.S. Army | Officer, Gulf War veteran (Bronze Star) | Prior service | Leadership credentials and operational discipline . |
External Roles
| Organization | Role | Public/Private | Since | Notes |
|---|---|---|---|---|
| Lancaster Colony Corporation | Director; CEO | Public | 2016 (director); 2017 (CEO) | Only current public company directorship disclosed . |
Board Governance
- Independence: Independent director (Board determined all directors except Mr. Franklin independent in 2024) .
- Attendance: 100% attendance at Board and all assigned committees in 2024; Board held 5 meetings in 2024 .
- Board tenure at WTRG: Director since 2021 .
- Skills/expertise: Financial, leadership, M&A, geographic diversity, C‑Suite, cyber-security experience; the Board’s skills matrix flags cyber experience for him .
- Audit Committee Financial Expert designation: Yes (†) .
| Committee (2024) | Role | 2024 Meetings | Key Oversight Notes |
|---|---|---|---|
| Risk Mitigation & Investment Policy | Chair | 7 | Oversees ERM, legal/regulatory compliance, cyber risks; briefed on all deals >$10M; reviews acquisitions >$20M; advises Board on risk framework . |
| Audit | Member (Financial Expert) | 9 | Financial reporting, internal controls, auditor selection/independence; reviewed use of AI in audit in 2024 . |
| Executive | Member | 0 | Acts between Board meetings if needed; chaired by CEO . |
Fixed Compensation
| Component | 2024 Policy/Amount | 2025 Policy/Amount | Notes |
|---|---|---|---|
| Annual cash retainer (non-employee directors) | $105,000 | $110,000 | Cash only; no meeting fees disclosed. |
| Committee chair fee – Risk Mitigation & Investment Policy | +$15,000 | +$15,000 | Applies as Chair. |
| Equity grant (annual) | Stock grant equal to $120,000 value | Stock grant equal to $135,000 value | 2024 grant-date fair value per share was $36.82 (all directors) . |
| 2024 actual: Fees paid in cash (Ciesinski) | $116,250 | — | |
| 2024 actual: Stock awards (Ciesinski) | $119,996 | — | |
| 2024 actual: Total (Ciesinski) | $236,246 | — |
Directors are reimbursed for reasonable expenses and are subject to robust stock ownership guidelines (see Equity Ownership) .
Performance Compensation
- Directors do not receive performance-based cash bonuses; compensation consists of fixed cash retainers (plus chair/lead fees) and time-based equity grants as disclosed in the director compensation program .
Other Directorships & Interlocks
| Company | Relationship to Ciesinski | Known Transactions/Interlocks with WTRG |
|---|---|---|
| Lancaster Colony Corporation | CEO; Director | No related person transactions disclosed for 2024; Company reported no related person transactions in 2024 . |
Board independence review in 2024 detailed several relationships for other directors (IHG, U.S. Steel, EY, PSEG); none involve Lancaster Colony or Mr. Ciesinski; the Board found him independent .
Expertise & Qualifications
- Education: B.S., United States Military Academy at West Point; MBA in marketing and finance, Carnegie Mellon University (Tepper) .
- Military service: U.S. Army, Gulf War; Bronze Star Medal .
- Domain capabilities highlighted by Board: Financial, leadership, M&A, C‑Suite, geographic diversity, cyber-security experience; listed as Audit Committee financial expert .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 9,526 (as of March 10, 2025) |
| Ownership as % of shares outstanding | <1% (denoted “* less than one percent”) |
| Director stock ownership guideline | 5x annual base cash retainer; as of Dec 31, 2024, required 14,459 shares |
| Compliance status | “All Directors are compliant with the stock ownership guidelines.” (Directors have up to 5 years from appointment to attain required level) |
| Anti-hedging/pledging | Hedging and pledging prohibited; none of the directors engaged in hedging or pledging in 2024 . |
Governance Assessment
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Strengths for board effectiveness:
- Independent director with CEO operating experience and direct M&A, financial, and cyber-risk exposure; designated Audit Committee financial expert; chairs the risk committee that oversees ERM, cybersecurity, and acquisition review, aligning his skills with key utility risk vectors .
- Strong engagement/attendance (100% in 2024) and robust director ownership requirements; anti-hedging/pledging policy in force; directors compliant with guidelines, supporting alignment with shareholders .
- Company-level investor confidence indicators: 93.7% Say-on-Pay support in 2024 after broad outreach (context for overall governance quality) .
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Potential watch items (not red flags based on disclosures):
- Sitting public-company CEO status implies significant external time commitments; continue to monitor sustained 100% attendance and workload balance across Risk (Chair), Audit (member), and Executive Committee roles .
- No related-party exposure disclosed for Mr. Ciesinski in 2024; maintain ongoing review of potential commercial overlaps between WTRG and Lancaster Colony as a standard governance check (Company reported no related person transactions in 2024) .
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Compensation alignment for directors:
- Mix of cash retainer plus annual equity with modest chair premium; 2025 increase to $110k cash and $135k equity aligns with peer benchmarking while preserving equity alignment; no performance bonuses for directors, limiting pay-risk incentives .