Elizabeth B. Amato
Essential UtilitiesAbout Elizabeth B. Amato
Elizabeth B. Amato is an independent director of Essential Utilities, Inc. (ticker: WTRG), serving since 2018, age 68 . She is the former Executive Vice President and Chief Human Resources Officer of United Technologies Corporation (UTC), with 30+ years across Pratt & Whitney, Sikorsky, Carrier, and UTC Climate, Controls & Security . She holds a B.A. in Political Science from Davidson College and a J.D. from the University of Connecticut . The Board cites her independence, broad experience, and leadership roles as qualifications supporting her service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United Technologies Corporation | EVP & Chief Human Resources Officer | 2015–2020 | Senior HR leadership; executive compensation and acquisitions experience |
| United Technologies Corporation | SVP, Human Resources & Organization (global HR & Communications) | 2012–2015 | Global HR and communications leadership |
| UTC Climate, Controls & Security | Senior HR leadership | 2011–2012 | HR leadership across building systems |
| Carrier | Senior HR leadership | 2010–2011 | HR leadership |
| Pratt & Whitney | Senior HR leadership | 2006–2009; joined UTC in 1985 | HR leadership in aerospace |
| Sikorsky | Senior HR leadership | 1997–2006 | HR leadership in aerospace |
External Roles
| Organization | Role | Notes |
|---|---|---|
| Children’s Healthcare Charity, Inc. | Board of Directors | Non-profit governance |
| Wake Forest University | College Board of Visitors | Academic advisory role |
| Other current public company directorships | None | No public company interlocks |
Board Governance
- Committee assignments: Chair, Corporate Governance; Member, Executive Compensation; Member, Executive Committee .
- Committee meetings in 2024: Corporate Governance (6), Executive Compensation (8), Audit (9), Risk Mitigation & Investment Policy (7); Executive Committee (0) .
- Board meetings in 2024: 5; each director attended 100% of Board and applicable committee meetings; all directors elected at the 2024 Annual Meeting attended that meeting .
- Independence: All directors except the CEO (Franklin) are independent; Amato is independent .
- Responsibilities: Corporate Governance Committee oversees director nominations, succession planning (including CEO), sustainability matters, and reviews related person transactions under a written policy .
- Risk oversight: Structure includes Audit, Risk Mitigation & Investment Policy, Executive Compensation, and full Board; Audit holds executive sessions every meeting; Internal Audit reports directly to Audit Chair .
- Governance policies: Annual elections; 15-year term limit (post-2015); mandatory retirement age 75; peer evaluations; robust director stock ownership guidelines .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer (Non-Employee Director) | $105,000 | Base cash compensation in 2024 program |
| Chair fee (Corporate Governance) | +$15,000 | Chair premium |
| Total fees paid in cash (Amato) | $120,000 | Reflects base plus chair fee |
| Annual equity grant (value) | $120,000 | 2024 program design |
| Stock awards (Amato) | $119,996 | Grant date fair value per share $36.82 (June 20, 2024) |
| 2025 program (effective) | Cash $110,000; Equity $135,000 | Board revised program upon benchmarking |
- Directors reimbursed for reasonable meeting-related expenses .
Performance Compensation
- Director equity grants are time-based stock awards under the director compensation program; no director-specific performance metrics disclosed .
- As a member of the Executive Compensation Committee, Amato oversees the company’s pay-for-performance program and metrics. Key PSUs/operating metrics referenced in the proxy include:
| Metric | Definition/Design |
|---|---|
| Return on Earnings (ROE) | Approved average ROE over the three years of the grant; central to profitability |
| Operations & Maintenance (O&M) performance | Targets include budget plus first two years in plan for regulated businesses; cost-effective operations |
- Compensation governance controls: Anti-hedging and anti-pledging policy prohibits short sales, derivatives, and pledging; none of the directors engaged in such activities in 2024 . Clawback policy adopted Feb 22, 2023; covers recoupment including time-vesting equity awards in case of restatements; enhanced recovery for fraud or willful misconduct .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None |
| Non-profit/academic boards | Children’s Healthcare Charity, Inc.; Wake Forest University College Board of Visitors |
| Potential interlocks with competitors/suppliers/customers | Not disclosed; none identified in proxy for Amato |
Expertise & Qualifications
- Key skills: Legal/Government, Leadership, Mergers & Acquisitions, Geographic Diversity, “C-Suite” experience .
- Background: 30+ years in HR leadership and executive compensation; integration of acquisitions; aerospace and building systems industry experience .
- Education: Davidson College (B.A., Political Science); University of Connecticut (J.D.) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Outstanding Shares Reference |
|---|---|---|---|
| Elizabeth B. Amato | 19,362 | <1% | 275,524,251 shares as of March 10, 2025 |
- Director stock ownership guidelines: 5x annual base cash retainer; as of Dec 31, 2024, required ownership was 14,459 shares; all directors are compliant (Amato’s 19,362 exceeds requirement) .
Governance Assessment
- Committee leadership and engagement: As Chair of Corporate Governance and member of Executive Compensation, Amato is central to board refreshment, succession planning, sustainability oversight, pay design, and related-person transaction reviews—key levers of board effectiveness . Her 100% attendance supports strong engagement .
- Alignment and independence signals: No related person transactions in 2024; strict anti-hedging/anti-pledging; robust stock ownership guidelines with compliance; no public company interlocks—these collectively reduce conflict risk and bolster investor confidence .
- Director pay and incentives: Compensation is balanced (cash + equity) with benchmarking by an independent consultant (Pay Governance LLC); 2025 increases (cash $110k, equity $135k) reflect market alignment rather than excessive guarantees; Amato’s 2024 compensation ($120,000 cash; $119,996 equity) is consistent with chair responsibilities .
- Board structure and risk oversight: Annual elections, term limits, retirement policy, peer evaluations, and committee-led risk governance (including executive sessions and Internal Audit reporting) indicate mature governance practices .
- RED FLAGS: None material identified—no related-party transactions, no hedging/pledging, full attendance, no multi-board public company interlocks for Amato. Monitoring items: continued increases in director pay levels (benchmarked) and ongoing board refreshment cycles to maintain independence and skill coverage .