Jeffrey Hines
About Jeffrey R. Hines
Jeffrey R. Hines, P.E. (age 63) has served on The York Water Company’s board since 2008. He is the company’s former President and CEO (2008–2020), previously COO/Secretary (2007–2008) and VP of Engineering (1995–2006). He is a licensed Professional Engineer in Pennsylvania and holds MBA and law degrees . The board classifies him as an independent director under NASDAQ standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The York Water Company | President & Chief Executive Officer | 2008–2020 | Led utility operations and strategy |
| The York Water Company | Chief Operating Officer; Secretary | 2007–2008 | Senior management leadership |
| The York Water Company | Vice President of Engineering | 1995–2006 | Oversaw engineering function |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Codorus Valley Bancorp (Peoples Bank subsidiary) | Director | 2011–2022 | Member of compensation, audit, and corporate governance & nominating committees during tenure |
| York College of Pennsylvania | Trustee (past) | Not specified | Community/non-profit service roles |
| National Association of Water Companies | Director (state and national levels, past) | Not specified | Industry leadership |
Board Governance
- Independence: Independent director under NASDAQ standards .
- Board committees: Member, Executive Committee; not listed on Audit, Compensation & Human Capital, or Nomination & Corporate Governance in 2024 .
- Committee chair roles: None (Executive Committee chaired by George W. Hodges) .
- Attendance and engagement: Seven board meetings in 2024; all directors attended more than 75% of board and committee meetings, and all then‑serving directors attended the 2024 annual meeting .
- Executive sessions: Board’s independent directors hold regular executive sessions led by the independent Board Chair .
- Tenure and structure: Staggered board with three-year terms; mandatory retirement age 75 .
Fixed Compensation (Director)
| Year | Cash Retainer | Meeting Fees (per meeting) | Hines – Fees Paid in Cash | Notes |
|---|---|---|---|---|
| 2024 | $27,500 annual retainer | Board: $810; Exec: $890; Audit: $950; N&CG: $840; Comp & HC: $840; Committee chair fees also apply | $32,727 | Standard cash program for non-employee directors |
Performance Compensation (Director)
| Grant Date | Award Type | Shares/Value | Vesting | Performance Metrics |
|---|---|---|---|---|
| May 6, 2024 | Stock award (equity-based director fee) | 144 shares; $5,293 | Vests immediately | None (director equity awards are not performance-based) |
The board uses equity as a portion of director pay to align interests; 2024 grants were set as 75% of 30% of the retainer and vested immediately .
Other Directorships & Interlocks
- Public company boards: Prior director at Codorus Valley Bancorp (2011–2022) with committee roles (compensation, audit, corporate governance & nominating) .
- Historical interlock context: In 2023, former YORW director Cynthia A. Dotzel served as Chairperson of Codorus Valley Bancorp while Hines had previously served there (interlock now historical given Hines’ 2022 departure and Dotzel’s later departure from YORW) .
Expertise & Qualifications
- Utility operations and engineering expertise (former CEO/COO; P.E.) .
- Regulatory and governance exposure via public board service (Codorus Valley Bancorp committees) .
- Advanced degrees (MBA and JD) supporting financial, legal, and strategic oversight .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Jeffrey R. Hines, P.E. | 77,214 | 0.54% | Includes 14,197 shares held by his wife, for which he disclaims beneficial ownership; based on 14,389,449 shares outstanding (2/28/2025) |
Policy alignment and restrictions:
- Director stock ownership guideline: Each non-employee director must attain and maintain holdings valued at 3x the annual cash retainer within 5 years (purchased and granted shares count) .
- Hedging/pledging: Directors are prohibited from short-term trading, short sales, buying on margin, trading options, pledging company securities, or hedging transactions under the company’s Securities Trades Policy .
Insider Trades and Compliance
| Date | Transaction | Detail |
|---|---|---|
| 2016 (reported Dec 22, 2016) | Transfer | Hines reported a 9/7/2016 transfer of stock to the estate of his mother (as executor) |
| 2024 Section 16(a) compliance | Compliance | Company reported all directors and executive officers complied timely with Section 16(a) filing requirements, other than specified late reports by Brossman and Hand (no exception noted for Hines) |
Related Party and Conflicts Review
- Independence determination: Board annually reviews relationships; Hines determined independent. The 2024/2023 payment relationships disclosed involved other directors (e.g., legal services to Post & Schell for Gang; electric service from Adams Electric for Rasmussen); board concluded noted relationships did not create conflicts and directors abstain on related votes .
- No specific related party transactions involving Hines were disclosed in the latest proxy .
Governance Assessment
- Strengths:
- Independent status with deep company-specific and industry expertise (former CEO; P.E.; MBA/JD), beneficial for capital planning, operations, and regulatory oversight .
- Meaningful ownership (0.54%) and robust director ownership/anti-hedging/anti-pledging policies support alignment with shareholders .
- Committee engagement on Executive Committee; strong board attendance disclosures .
- Watch items:
- Director equity grants vest immediately and are not performance-based, which may reduce at‑risk alignment versus performance‑conditioned structures used elsewhere (disclosed structure) .
- Historical interlock exposure via Codorus Valley Bancorp existed but is no longer current (context only) .
- No red flags identified in the latest proxy specific to Hines (no related-party payments disclosed for him; no Section 16(a) issues noted) .
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