Douglas Brossman
About Douglas S. Brossman
Douglas S. Brossman (age 66) is an independent director of The York Water Company, first elected in 2023; his current term expires in 2027. He is the retired CEO of Burnham Holdings, Inc. (2012–2023), and previously served as VP, General Counsel, and Secretary at Burnham (2008–2012) and held legal, finance, and marketing roles at Armstrong World Industries (1993–2008). He holds NACD Directorship Certification, an MBA from The Wharton School, a JD from The Dickinson School of Law, and a BS in Civil Engineering from Penn State .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Burnham Holdings, Inc. (public) | Chief Executive Officer | 2012–2023 | Led strategic planning and operations at HVAC/boilers manufacturer |
| Burnham Holdings, Inc. | VP, General Counsel & Secretary | 2008–2012 | Oversight of legal, governance, and corporate secretary functions |
| Armstrong World Industries, Inc. (public) | Senior roles in legal, finance, marketing | 1993–2008 | Multidisciplinary commercial leadership (flooring/ceilings) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Burnham Holdings, Inc. (public) | Director | Since 2012 | Ongoing board service; industry/operations expertise |
| High Industries, Inc. (private) | Director | Since 2013 | Heavy construction/materials oversight |
| High Real Estate Group, LLC (private) | Director | Since 2013 | Real estate governance |
Interlock note: Fellow YORW director Laura T. Wand is also an independent director of Burnham Holdings, Inc., creating a board interlock at Burnham; former YORW director George W. Hodges served as Burnham director/chair (2008–2021), extending network connectivity .
Board Governance
- Independence: The Board determined Brossman is an independent director under NASDAQ standards .
- Committee assignments: Member, Compensation and Human Capital Committee; Member, Nomination and Corporate Governance Committee. Not a committee chair (Compensation chair: Paul Bonney; Nom/Gov chair: Erin McGlaughlin) .
- Attendance: In 2024 there were seven Board meetings; all directors attended more than 75% of Board/committee meetings during their tenure and all then-serving directors attended the 2024 annual meeting .
- Executive sessions: Independent directors hold regular executive sessions led by the Chairperson .
Fixed Compensation
| Component | FY 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $27,500 | Paid quarterly; applies to non-employee directors |
| Per-meeting fees (Member) | Board $810; Exec $890; Audit $950; Nom/Gov $840; Comp/Human Capital $840 | Paid for each meeting attended |
| Chair fees (if applicable) | Board $2,500; Exec $1,200; Audit $1,800; Nom/Gov $1,090; Comp/Human Capital $1,090 | Brossman is not a chair |
| Brossman – Fees Paid in Cash | $36,037 | Aggregate FY 2024 cash fees |
Performance Compensation
| Equity Element | Grant date | Grant value | Vesting | Notes |
|---|---|---|---|---|
| Non-employee director stock award | May 6, 2024 | $1,764 (Brossman) | Vests immediately | Prorated award; standard full-year grants equaled $5,293 (144 shares at $36.76) |
- Policy and plan structure:
- Directors receive equity under the shareholder-approved long-term plan; awards vest immediately to align interests with shareholders .
- 2025 LTIP amended to add 150,000 shares, set a non-employee director annual compensation cap of $150,000, prohibit dividends/dividend equivalents on unvested awards, and adopt double-trigger vesting upon change in control for certain awards .
- Company does not use stock options or SARs for employees and does not time grants around MNPI windows .
No disclosed performance metrics apply to director equity; performance metrics in the proxy pertain to executive officer awards (TSR, ROE, PPUC complaint rate, customer rate affordability) and are not used for director compensation .
Other Directorships & Interlocks
| Company | Type | Role | Interlock/Overlap |
|---|---|---|---|
| Burnham Holdings, Inc. | Public | Director (Brossman) | Also director: Laura T. Wand; prior director/chair: George W. Hodges |
| High Industries, Inc. | Private | Director | None disclosed with YORW |
| High Real Estate Group, LLC | Private | Director | None disclosed with YORW |
Expertise & Qualifications
- NACD Directorship Certification, indicating formal governance training .
- Degrees: MBA (Wharton), JD (Dickinson), BS Civil Engineering (Penn State) .
- Leadership and strategic planning, environmental law, and engineering domain expertise; extensive public company experience .
Equity Ownership
| Holder | Beneficial shares | % outstanding | Date |
|---|---|---|---|
| Douglas S. Brossman | 77 | 0.00% (of 14,389,449 shares) | As of Feb 28, 2025 |
- Ownership alignment guidelines: Non-employee directors must attain shares valued at 3× the annual cash retainer within five years of appointment and maintain that level while on the board .
- Using the disclosed retainer ($27,500) , the guideline threshold equals $82,500; at $32.72/share (12/31/2024 close) that implies ~2,524 shares required. Brossman held 77 shares as of 2/28/2025 and remains within the 5-year compliance window (appointed 2023) .
- Hedging/pledging: Company policy prohibits short-term trading, short sales, margin purchases, puts/calls, pledging, and hedging involving Company securities .
Insider Transactions (Form 4 context)
| Date | Event | Filing timeliness |
|---|---|---|
| Feb 20, 2024 | Purchase of YORW stock by Brossman | Reported Feb 26, 2024 (noted as delinquent) |
Say-on-Pay & Shareholder Feedback
| Item | For | Against | Abstain | Broker non-votes | Meeting date |
|---|---|---|---|---|---|
| Advisory vote on NEO compensation | 8,192,811 | 430,884 | 90,061 | 2,777,515 | May 5, 2025 |
- Shareholders also approved the 2025 LTIP (For: 8,296,953; Against: 355,375; Abstain: 61,428; Broker non-votes: 2,777,515) .
Potential Conflicts and Related-Party Exposure
- Independence determination included review of company transactions with organizations affiliated with certain directors (e.g., Post & Schell PC for Michael Gang; Adams Electric for Steven Rasmussen; C.S. Davidson where Jody Keller is a director). The Board concluded these relationships were immaterial and did not impair independence; directors abstain from voting when matters involve their affiliated entities .
- No related-party transactions or payments disclosed involving entities where Brossman serves (Burnham Holdings, High Industries, High Real Estate Group) .
Governance Assessment
-
Strengths:
- Independent status with meaningful industry/operator experience; service on Compensation and Nomination/Governance committees supports board effectiveness in pay and succession governance .
- Formal stock ownership guideline for directors; prohibition on hedging/pledging enhances alignment .
- Robust committee structure and regular executive sessions; attendance thresholds met by all directors .
- Investor support evident in strong say-on-pay and LTIP approval results .
-
Watch items / Red flags to monitor:
- Low current beneficial ownership (77 shares) versus 3× retainer guideline, though within the 5-year compliance window (appointed 2023). Continued progress toward ownership guideline will be an alignment signal .
- Board interlocks at Burnham Holdings with another current director (Laura T. Wand) and prior director (George W. Hodges) merit ongoing monitoring for potential influence or information flow, even though no related-party transactions are disclosed .
- A late Form 4 filing for a February 20, 2024 purchase was noted; isolated timeliness issue should be watched to ensure ongoing compliance discipline .