JT Hand
About JT Hand
JT (Joseph T.) Hand, age 62, is President & CEO of The York Water Company and a director since 2020; he has been an executive officer since 2008 and holds an MBA . Under his leadership, 2024 revenue rose to $74.96M (+$3.93M YoY) while EPS declined to $1.42 on higher O&M, depreciation, and interest; dividends increased 4% . York Water highlights 10‑year average annual TSR of 7.6% and 10‑year average ROE of 10.6% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The York Water Company | President & CEO | 2020–present | Led regulated utility growth, dividend increases, capex; director since 2020 |
| The York Water Company | COO & Secretary | 2017–2020 | Senior operations leadership, corporate governance interface |
| The York Water Company | COO | 2008–2017 | Oversaw utility operations and execution |
| U.S. Army Corps of Engineers (Baltimore District) | Chief, Navigation Branch | 2006–2008 | Managed navigation operations/regulatory interface |
| U.S. Army Corps of Engineers (Baltimore District) | Deputy Commander & Deputy District Engineer | 2003–2006 | Leadership of district operations and engineering |
| U.S. Army | Various positions | Pre‑2003 | Progressively responsible military leadership roles |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| National Association of Water Companies (NAWC) | Director (national); twice former Chair, PA Chapter | Not disclosed | Industry policy influence and advocacy |
| American Water Works Association (PA) Water Utility Council | Director | Not disclosed | Regulatory/technical policy input for water utilities |
| PA Public Water System Technical Assistance Center | Director | Not disclosed | Technical oversight/support for public water systems |
| Various community & non‑profits | Director/committee member | Not disclosed | Community engagement supporting regional stakeholders |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 334,201 | 370,428 |
| Target Cash Incentive (% of base) | 10% (C‑suite) | 10% (C‑suite) |
| All Other Compensation ($) | 13,561 | 14,700 |
| Total Compensation ($) | 464,526 | 498,278 |
Notes: “All Other” includes 401(k) match, deferred comp credits/earnings and personal vehicle use; no perquisites ≥$10,000; executives participate in broad‑based benefit plans .
Performance Compensation
Short‑Term Cash Incentive (2024)
| Metric | Target | Actual/Outcome | Payout | Notes/Vesting |
|---|---|---|---|---|
| EPS threshold | Company‑set EPS $1.21 | Met (EPS criterion achieved) | Included in $39,250 Non‑Equity Incentive for CEO | Paid following year; subject to clawback |
| Strategic/operational objectives | 75% threshold; point‑based | 94% of 2024 objectives achieved | Included in $39,250 Non‑Equity Incentive | Objectives span pipe replacement, ERP selection, lead/copper rules, ESG, debt, etc. |
| Non‑Equity Incentive | 2023 | 2024 |
|---|---|---|
| CEO Non‑Equity Incentive ($) | 36,335 | 39,250 |
Long‑Term Equity Awards
| Grant Type | Metrics | Weighting | Target | Outcome | Grant/Value | Vesting |
|---|---|---|---|---|---|---|
| Restricted stock (annual NEO awards) | 3‑yr avg TSR; 3‑yr avg ROE; PPUC justified complaint rate below PA peer avg; customer rates below PA peer avg | 25% each | 9.5% for TSR and ROE; service/affordability vs peers | Met/exceeded 3 of 4 (period ended 12/31/2023) | Awarded 5/6/2024 at 75% of 20% of base salary (NEOs incl. CEO) | Ratably over 3 years beginning 5/6/2024; clawback applies |
| CEO special stock award (2024) | Discretionary | N/A | N/A | Granted | 517 shares on 11/25/2024; valued at 9/27/2024 close for SCT | Vested immediately |
| CEO special stock award (2023) | Discretionary | N/A | N/A | Granted | 845 shares on 11/20/2023; valued at 9/29/2023 close for SCT | Vested immediately |
Options: The company did not grant stock options or SARs in 2024 and does not anticipate using them going forward .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 35,351 shares; includes 35,253 shares jointly with spouse; 98 shares held by child disclaimed |
| Ownership % of outstanding | 0.25% (based on 14,389,449 shares as of 2/28/2025) |
| Unvested equity at FY‑end 2024 | 2,785 shares; $91,125 at $32.72 close on 12/31/2024 |
| Vesting schedule (unvested) | 2022 award (1/3) vests 5/2/2025; 2023 award (1/3) vests 5/1/2025 & 5/1/2026; 2024 award (1/3) vests 5/6/2025, 5/6/2026, 5/6/2027 |
| Options outstanding | None (no options granted) |
| Hedging/pledging | Prohibited for directors/officers (no pledging; no hedging) |
| CEO stock ownership guideline | 3x base salary within 5 years; must maintain while CEO |
Insider trading note: Mr. Hand reported a November 25, 2024 purchase on December 2, 2024 (late Form 4 filing noted) .
Employment Terms
| Provision | Key Terms |
|---|---|
| CEO/Director tenure | Director since 2020; CEO since 2020; executive officer since 2008 |
| Change‑in‑control (CIC) | Double‑trigger: payments only upon qualifying CIC and termination without cause or for good reason (including material duty/comp cuts, grade reduction, or relocation >70 miles) |
| CIC economics | Severance equal to a multiple of compensation (exact multiple not disclosed); pro‑rated annual bonus (if ≥6 months worked); immediate vesting of all unvested equity; COBRA reimburse up to 18 months; $3,000 monthly stipend for a set period after COBRA |
| CIC discretionary oversight | Board may determine circumstances do not warrant triggering CIC provisions in certain events |
| Death/Disability | Pro‑rated bonus; COBRA reimbursement; immediate vesting of all unvested equity |
| Clawback | Equity and incentive awards subject to company clawback policy |
| SERP (Supplemental Executive Retirement Plan) | Estimated annual benefit at normal retirement: $66,667; death benefit $1,000,000 |
| Deferred compensation | Pre‑2010 hires may defer up to 5% of salary with 2.5% company match; interest credited at Moody’s AAA yield (5.23% in 2024); tax savings credit passed through |
| 401(k) | Pre‑2010 plan match up to $2,800 annually; CEO received maximum match in 2024 |
| Non‑compete/non‑solicit | Not disclosed; CIC agreements include confidentiality and mutual non‑disparagement |
Board Governance and Director Service (JT Hand)
- Independence: Not independent (employee director) .
- Committee roles: Member of Executive Committee (focus on budgeting, ratemaking, and capital markets) .
- Board leadership: Independent Chair preferred by standing resolutions; independent directors hold regular executive sessions .
- Attendance: All directors attended >75% of Board and committee meetings in 2024 .
- Term class: Director with term expiring in 2026 .
Director Compensation Context (dual‑role implications)
- As an employee, Mr. Hand does not receive director fees; non‑employee director pay comprises cash retainers, meeting fees, and immediately vesting stock awards under LTIP .
- Dual‑role governance mitigants include an independent Chair structure and majority‑independent Board and committees (Audit, Compensation & Human Capital, Nominating & Corporate Governance fully independent) .
Pay Versus Performance (context)
| Year | PEO Compensation Actually Paid ($) | Avg Non‑PEO NEO Comp Actually Paid ($) | TSR Value of $100 | Net Income ($000s) |
|---|---|---|---|---|
| 2022 | 425,592 | 299,217 | 92.10 | 19,580 |
| 2023 | 444,001 | 283,582 | 80.68 | 23,757 |
| 2024 | 481,509 | 313,616 | 70.00 | 20,325 |
Say‑on‑Pay & Shareholder Feedback
- 2025 Say‑on‑Pay vote results: For 8,192,811; Against 430,884; Abstain 90,061; Broker non‑votes 2,777,515 .
- Compensation consultant/peer group: Herbein + Company; peer set spans small utilities and financial institutions (includes MSEX, ARTNA, CWCO, GWRS, PCYO, RGCO, UTL, CVLY, TRBK, FRAF, JUVF); base salary targeted near 50th percentile .
Compensation Structure Analysis
- Mix and calibration: Target cash incentive kept deliberately low at 10% of base for C‑suite given regulator/customer optics; payouts driven by meeting an EPS threshold plus broad operational KPIs (94% achieved in 2024) .
- Long‑term alignment: Equity awards tied to 3‑year TSR, ROE, and customer/regulatory metrics; 2024 grants awarded at 75% of 20% of base, vesting over 3 years; clawback applies .
- No options/repricing risk: Company does not use stock options/SARs and prohibits repricing without shareholder approval; prohibits paying dividends on unvested awards .
- Governance safeguards: Hedging/pledging prohibited; CEO 3x salary ownership guideline; independent Chair structure; fully independent key committees .
Related‑Party/Red Flags
- Hedging/pledging: Prohibited for insiders (reduces misalignment risk) .
- Option repricing: Prohibited without shareholder approval .
- Late Section 16 filing: Mr. Hand reported a purchase dated Nov 25, 2024 on Dec 2, 2024 (administrative delinquency noted) .
- No perquisites ≥$10,000; no discretionary cash bonuses; equity awards subject to clawbacks .
Equity Ownership & Vesting Calendar (near‑term)
| Date | Event | Shares/Notes |
|---|---|---|
| 5/2/2025 | 2022 award (1/3) vests | Portion of unvested 2,785 shares |
| 5/1/2025 | 2023 award (1/3) vests | Portion of unvested shares |
| 5/6/2025 | 2024 award (1/3) vests | Portion of unvested shares |
Performance & Track Record Highlights
- 2024 results: Revenue $74.96M (+$3.93M YoY) and EPS $1.42 (−$0.24 YoY) amid higher O&M, depreciation, and interest; dividend per share +4% YoY .
- Investment cadence: $48.2M capex in 2024 (Lake Williams dam, wastewater plants, 50,200 feet of pipe replaced, plus tuck‑in acquisitions); planned $46.0M 2025 and $48.5M 2026 (ex‑M&A) .
- Long‑term value: 10‑year TSR 7.6% and 10‑year ROE 10.6% .
Investment Implications
- Alignment and insider signal: CEO holds 0.25% of shares outstanding with unvested equity and a late‑reported open‑market purchase in Nov 2024; hedging/pledging bans and 3x salary ownership guideline reinforce alignment .
- Pay‑for‑performance balance: Modest cash bonus target (10% of salary) tied to EPS threshold and broad operational KPIs, plus multi‑metric LTI (TSR, ROE, customer/regulatory metrics) with 3‑year vesting; 2024 equity awarded after meeting/exceeding 3 of 4 LTI metrics .
- Retention/cycle protection: SERP ($66,667/yr est.), deferred comp credits (5.23% 2024), and double‑trigger CIC protections (severance, equity acceleration, COBRA, $3,000 stipend) reduce unplanned turnover risk through regulatory cycles .
- Governance quality: Independent Chair model, fully independent oversight committees, clawback policy, no option usage/repricing, and prohibition on pledging/hedging support risk‑aware compensation governance .
- Watch items: EPS/net income pressure in 2024 alongside higher “compensation actually paid”; continued dividend growth and multi‑year capex plan suggest long‑term orientation, but near‑term O&M/interest headwinds warrant monitoring for future bonus/LTI outcomes and potential vesting‑related selling windows .