George Hodges
About George W. Hodges
Independent director of The York Water Company since 2000, age 74, with extensive board leadership across public and nonprofit organizations. He previously served as non‑executive Chairman of The Wolf Organization and held significant roles at Burnham Holdings, Inc. and Fulton Financial Corporation; he is an NACD Board Leadership Fellow, signaling governance expertise and continuing education commitment . The Board has affirmatively determined Mr. Hodges is independent under NASDAQ listing standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Wolf Organization | Non‑Executive Chairman | 2008–2009 | Oversight of regional distributor/manufacturer of kitchen/bath and specialty building products |
| Burnham Holdings, Inc. (public) | Director; Chairman | 2008–2021 | Board leadership at HVAC/heating manufacturer; chaired board |
| Fulton Financial Corporation (public) | Lead Independent Director; Director of Fulton Bank | Not specified | Led independent oversight; served on various committees |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Hodges Family Foundation | Director & Chairman | Current | Philanthropic governance; 2,413 YORW shares held by the foundation attributed to indirect beneficial ownership |
| Huber Foundation | Director & Chairman | Current | Community foundation leadership |
| Powder Mill Foundation | Director & Chairman | Current | Community foundation leadership |
| NACD | Board Leadership Fellow | Current | Professional governance credential |
Board Governance
- Committee assignments: Executive Committee Chair; other members are Michael W. Gang, Joseph T. Hand, and Jeffrey R. Hines; the Executive Committee met once in 2024 .
- Independence: Board determined Hodges is independent under NASDAQ standards .
- Attendance: The Board held seven meetings in 2024; all directors attended more than 75% of scheduled Board and committee meetings during their tenure and attended the 2024 Annual Meeting .
- Executive sessions: Independent directors schedule regular executive sessions led by the Board Chair; preference is for an independent Chair per Standing Resolutions .
- Stock ownership guidelines: Non‑employee directors must attain shares valued at 3x annual cash retainer within five years and maintain at least that level; hedging, short sales, margin purchases, and pledging are prohibited .
- Mandatory retirement age: 75 for all directors, implying near‑term transition considerations given Mr. Hodges’ age .
Fixed Compensation
| Component | 2024 Amount | Details |
|---|---|---|
| Annual retainer (cash) | $27,500 | Non‑employee directors; payable quarterly |
| Meeting fees (cash) | Included in $44,867 total cash | Board: $810 members / $2,500 chair; Executive Committee: $890 members / $1,200 chair; Audit: $950 members / $1,800 chair; Nominating & Governance: $840 members / $1,090 chair; Comp & Human Capital: $840 members / $1,090 chair |
| Total cash fees | $44,867 | Reflects retainer + meeting fees (Hodges is Executive Committee Chair) |
Performance Compensation
| Equity Award | Grant Date | Shares | Grant Price | Fair Value | Vesting | Notes |
|---|---|---|---|---|---|---|
| Annual Director Stock Award | May 6, 2024 | 144 | $36.76 | $5,293 | Immediate | Formula: 75% of 30% of $27,500 retainer |
Directors’ equity awards are not performance‑conditioned; they vest immediately to align interests with shareholders .
Company incentive performance metrics (for executive awards – useful to benchmark pay‑for‑performance discipline):
| Metric | Target/Methodology | Status (3‑year period ended 12/31/2023) |
|---|---|---|
| TSR (3‑year avg) | 9.5% target; 25% weight | Met/exceeded 3 of 4 metrics overall |
| ROE (3‑year avg) | 9.5% target; 25% weight | Met/exceeded 3 of 4 metrics overall |
| PPUC justified complaint rate | < PA water utility peer avg; 25% weight | Met/exceeded 3 of 4 metrics overall |
| Customer rate affordability | < PA water utility peer avg; 25% weight | Met/exceeded 3 of 4 metrics overall |
Other Directorships & Interlocks
| Entity | Relationship | Overlap/Interlock |
|---|---|---|
| Burnham Holdings, Inc. (public) | Hodges: Director/Chairman (2008–2021) | Current YORW directors Douglas S. Brossman (Director since 2012) and Laura T. Wand (Independent Director) also serve on Burnham’s board, indicating historical and ongoing network ties |
| Fulton Financial Corporation (public) | Hodges: Lead Independent Director; director of Fulton Bank | Financial services network exposure; no YORW director listed with current Fulton ties in proxy |
Expertise & Qualifications
- Business leadership and strategic oversight from executive and chair roles at Wolf and Burnham; deep community/board service .
- NACD Board Leadership Fellow credential evidences ongoing governance training and best‑practice orientation .
- Utility‑adjacent boardroom exposure via YORW and prior financial institution oversight (Fulton Financial) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| George W. Hodges | 4,370 | 0.03% | Includes 2,413 shares held by Hodges Family Foundation (indirect) |
Ownership guideline compliance analysis:
- Requirement: ≥ 3x annual retainer ($27,500 → $82,500) .
- Value of Hodges’ holdings at 12/31/2024 close: 4,370 × $32.72 = ~$143,246 .
- Status: Based on year‑end pricing and disclosed share count, holdings appear to exceed guideline threshold .
Insider trades and Section 16 compliance:
| Year | Form 4 Activity (Proxy Disclosure) |
|---|---|
| 2024 | No Form 4 transactions disclosed for Mr. Hodges; Company states all Directors complied with Section 16(a) filing requirements aside from noted transactions by Brossman and Hand |
Governance Assessment
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Strengths:
- Executive Committee Chair role provides structured oversight of budgeting, ratemaking, and capital markets activity; independence affirmed by Board .
- Strong attendance record alongside the Board; regular independent executive sessions; independent chair preference supports checks and balances .
- Director equity ownership comfortably above 3x retainer guideline; hedging/pledging banned, aligning incentives with shareholders .
-
Risks and monitoring items:
- Mandatory retirement age of 75 suggests potential near‑term board transition; consider succession planning for Executive Committee leadership and community linkages that Hodges provides .
- Network interlocks: Multiple YORW directors have ties to Burnham Holdings (Hodges prior chair; Brossman current director; Wand current director). While sectors differ, the density of shared boards warrants monitoring for groupthink or information‑flow biases even as independence is maintained .
- Related‑party considerations: Company notes transactions with directors/affiliates at regulated or standard rates and abstentions on votes; no specific Hodges‑related transactions identified, but ongoing review remains prudent .
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Compensation signals:
- Director pay skewed to cash (≈89% cash, ≈11% equity in 2024), with small immediate‑vesting equity grants that modestly reinforce alignment; no perquisites .
- LTIP refresh (2025) adds shares, caps non‑employee director total comp at $150,000 annually, and introduces double‑trigger change‑in‑control for certain awards—generally shareholder‑friendly guardrails .
Overall, Mr. Hodges presents as an experienced, independent director with high attendance, strong ownership alignment, and material committee leadership. Primary watch items are interlock density with Burnham Holdings and approaching retirement age, which merit focused succession and independence stewardship planning .