Jody Keller
About Jody L. Keller
Independent director at The York Water Company since 2015 (age 71), Jody L. Keller, SPHR, brings >30 years of human capital leadership as a former Partner/Chief Administrative Officer at ParenteBeard LLC and founder of two HR consultancies. Her background spans HR strategy, organizational design, compensation, and leadership development, with prior academic appointments teaching HR and employment law. The Board cites her capabilities in succession planning, officer/board identification, and community leadership as core credentials.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jody Keller LLC | Owner (HR management consulting) | 2013–2022 | Human capital strategy and organizational development advisor |
| ParenteBeard LLC (national accounting firm) | Partner; Chief Administrative Officer | 1999–2013 | Led HR/administration for multi-office public company client base; compensation strategy; org design |
| Keller Resources, Inc. | Owner & President (HR consulting/training) | 1984–1999 | Built/led HR consulting and training business |
| Strand Capitol Performing Arts Center | Interim Executive Director | 2014–2015 | Non-profit turnaround/leadership |
| York County SPCA | Co‑Interim Executive Director | 2019 | Non-profit leadership |
| Graham Center (Penn State York) | Executive in Residence | 2016–2018 | Mentored entrepreneurship/leadership |
| Villanova University; York College | Instructor (HR management, employment law, training/development) | 1992–2011 | Academic teaching roles |
External Roles
| Organization | Role | Status/Notes |
|---|---|---|
| C.S. Davidson (civil engineering firm) | Director | Company has a business relationship with C.S. Davidson; amounts paid “not material” per Board independence review |
| Various private, community, and non‑profit organizations | Chair/President/Board member/Committee roles | Numerous roles cited; details not itemized in proxy |
Board Governance
| Governance Area | Details |
|---|---|
| Independence | Determined independent under NASDAQ standards (2025 review) |
| Committees | Compensation & Human Capital Committee – Member (Chair: Paul R. Bonney) |
| Committee meetings (2024) | Compensation & Human Capital: 3 meetings |
| Board meetings (2024) | 7 meetings; all directors attended >75% of Board/committee meetings during their tenure; all then‑serving directors attended 2024 AGM |
| Board leadership | Chairperson preference for independent director; regular executive sessions led by the Chair |
| Risk oversight | Audit (financial/internal controls); Compensation & Human Capital (compensation risk/CEO review); others for regulatory/environment/strategy |
| Mandatory retirement | Age 75 for directors |
Fixed Compensation
| Component | 2024 Policy/Outcome |
|---|---|
| Annual cash retainer (non‑employee directors) | $27,500 (paid quarterly) |
| Per‑meeting fees | Board: $810 (member), $2,500 (Chair); Executive: $890 (member), $1,200 (Chair); Audit: $950 (member), $1,800 (Chair); Nominating & Corporate Governance: $840 (member), $1,090 (Chair); Compensation & Human Capital: $840 (member), $1,090 (Chair) |
| Perquisites | None provided to directors |
| Director | Fees Paid in Cash (2024) | Stock Awards (2024) | Total (2024) |
|---|---|---|---|
| Jody L. Keller, SPHR | $34,357 | $5,293 | $39,650 |
Performance Compensation
| Element | Design | 2024 Details |
|---|---|---|
| Annual director equity | Time‑based stock award; vests immediately; sized as 75% of 30% of annual retainer (prorated if applicable) | Grant on May 6, 2024, valued at $5,293 = 144 shares at $36.76; vested immediately (Keller not prorated) |
| Clawback | Awards subject to company clawback policy (applies to officer awards; plan‑wide governance noted) |
Compensation Committee performance metrics used for officer LTIP (Keller serves on this committee):
| Metric | Weight | Notes |
|---|---|---|
| 3‑yr average Total Shareholder Return | 25% | Target hurdle 9.5% |
| 3‑yr average Return on Equity | 25% | Target hurdle 9.5% |
| PPUC justified complaint rate per 1,000 customers | 25% | < PA water utility peer average |
| Customer rate affordability | 25% | < PA water utility peer average |
Additional Compensation & Human Capital Committee program outcomes (2024):
- LTIP: Committee determined 3 of 4 metrics met/exceeded for the three‑year period ended 12/31/2023; NEO restricted stock granted at 75% of 20% of base salary (ratable vest over three years; clawback‑eligible) .
- Annual cash incentive: 2024 targets set Jan 29, 2024; C‑suite target 10% of base salary; plan based on a point system across operational/strategic objectives; achievement required ≥75% of points . On Jan 27, 2025, Committee determined 94% of objectives achieved and EPS business criterion of $1.21 met for 2024 awards .
Other Directorships & Interlocks
| Entity | Nature of Relationship | Independence/Materiality |
|---|---|---|
| C.S. Davidson (civil engineering firm) | The York Water Company has a relationship; Keller is a director of C.S. Davidson | Board determined payments “not material”; independence preserved; directors abstain on related votes |
Expertise & Qualifications
- Senior Professional in Human Resources (SPHR); deep expertise in HR, organizational development/design, compensation strategy, and leadership development .
- Extensive executive experience (ParenteBeard CAO/Partner; founder of HR consultancies) and community/non‑profit leadership; prior academic instruction in HR and employment law .
- Board states her skills aid succession planning and identification of future officers/directors and add diversity to the Board .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Jody L. Keller, SPHR | 4,416 | 0.03% | Shares held with shared voting/investment power with spouse |
| Director ownership guidelines | Directors must attain and maintain ownership equal to 3x annual cash retainer within 5 years of appointment (purchased or granted shares) | — | — |
| Hedging/pledging | Prohibited (no short‑term trading, short sales, margin, options, pledging, or hedging transactions) | — | — |
| Estimated holding value (contextual) | 4,416 shares × $32.72 YE‑2024 price ≈ $144,599 (vs. 3× retainer = $82,500) | — | Inputs: shares ; YE price $32.72 ; retainer $27,500 |
Note: The guideline assessment above is indicative based on disclosed YE price and current retainer; the proxy does not explicitly state Keller’s compliance status.
Insider Trading and Section 16 Compliance
| Item | 2024 Disclosure |
|---|---|
| Section 16(a) compliance | Company notes two late Form 4 filings (Brossman, Hand); no delinquencies identified for Ms. Keller |
Governance Assessment
- Strengths: Independent director with HR/compensation expertise; active member of Compensation & Human Capital Committee overseeing balanced, multi‑metric LTIP and conservative annual bonus targets; strong attendance culture (all directors >75%) and independent board leadership with executive sessions; robust ownership/hedging policy and director ownership requirements that align interests .
- Potential watch items: Related‑party exposure via C.S. Davidson directorship; Board deemed payments immaterial and independence intact, with abstentions on related matters—continue to monitor transaction magnitude and scope over time . Tenure/retirement: at age 71, approaching mandatory retirement age 75; succession and board refreshment planning remain relevant .
- Director pay alignment: 2024 Keller mix skewed to meeting‑based cash plus modest immediate‑vest equity ($5,293), consistent with utility small/mid‑cap practice; no perquisites; equity grants to directors vest immediately, which provides ownership but limited performance linkage—mitigated by stringent executive program metrics and clawback oversight at the committee level .