Laura Wand
About Laura T. Wand
Laura T. Wand (age 64) is an independent director of The York Water Company, serving since 2023. She is a former CEO and strategic advisor at Shield T3, LLC, and spent decades in global operating roles at Johnson Controls International. She holds a B.S. in Mechanical Engineering (Georgia Tech) and is NACD Directorship Certified. She is designated by YORW’s Board as an “independent” director under NASDAQ rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Shield T3, LLC | Chief Executive Officer (2020–2021); Strategic Advisor (2021–2022) | 2020–2022 | Led rapid-response COVID-19 testing services nationally. |
| Johnson Controls International | VP & GM, Applied HVAC Equipment (2018–2020); VP & GM, Global Chiller Products (2014–2018) | 2014–2020 | Global P&L, product and operations leadership in HVAC and chiller businesses. |
External Roles
| Organization | Type | Role | Notes / Governance Relevance |
|---|---|---|---|
| Burnham Holdings, Inc. | Public company | Independent Director | Creates an interlock with YORW director Douglas S. Brossman, who is also a Burnham director. |
| IMPREG Group | Private company (Denmark) | Independent Director | Pipeline rehabilitation products; private board exposure. |
| TowerBrook Capital Partners, LP | Private equity | Senior Advisor | PE network and deal exposure; no YORW transactions disclosed. |
| Commonwealth of Pennsylvania Workforce Development Board | Public body | Director | Public policy/workforce oversight experience. |
| York College of Pennsylvania | Academic | Board of Trustees (Chair since July 2022) | Governance leadership outside YORW. |
Board Governance
- Independence: The Board determined Ms. Wand is an independent director under NASDAQ standards.
- Committee assignments (2024 fiscal year): Audit Committee member (committee composed of Steven R. Rasmussen, CPA – Chair; Robert F. Lambert; and Laura T. Wand). All members are deemed financially literate and “audit committee financial experts” under SEC rules. The Audit Committee met four times in 2024.
- Attendance: Seven board meetings were held in 2024; all directors attended more than 75% of board and committee meetings during their tenure and all then‑serving directors attended the 2024 annual meeting.
- Executive sessions: The independent directors hold regular executive sessions led by the independent Chair of the Board.
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Annual Cash Retainer (standard policy) | $23,500 | $27,500 | Non‑employee director annual retainer; payable quarterly. |
| Director Meeting Fees – Chair (per meeting) | $2,500 (Board); $1,200 (Exec); $1,800 (Audit); $1,090 (NCG); $1,090 (Comp) | Same schedule | Chair per‑meeting fees by committee. |
| Director Meeting Fees – Member (per meeting) | $810 (Board); $890 (Exec); $950 (Audit); $840 (NCG); $840 (Comp) | Same schedule | Member per‑meeting fees by committee. |
| Laura T. Wand – Cash Fees Paid | $21,617 | $35,637 | Actual cash compensation received as reported. |
Performance Compensation
| Equity Award Detail | 2023 | 2024 | Vesting / Metrics |
|---|---|---|---|
| Annual Director Stock Award – Standard (for full‑year service) | $4,518 (107 shares at $42.22) – timing for non‑employee directors; Wand received $0 in 2023 (no 2022 service to prorate) | $5,293 (144 shares at $36.76) standard; Wand received a prorated $3,529 | Director equity vests immediately; intended to align with shareholders. Not performance‑based for directors. Awards under the long‑term plan are subject to the Company’s clawback policy. |
Notes:
- Non‑employee directors received equity on May 1, 2023 and May 6, 2024; Ms. Wand’s 2024 grant was prorated due to partial prior‑year service; the number of shares for her prorated award is not separately disclosed.
Other Directorships & Interlocks
| External Company | Role | YORW Interlock / Potential Overlap | Comment |
|---|---|---|---|
| Burnham Holdings, Inc. | Independent Director | Interlock with YORW director Douglas S. Brossman (Burnham director since 2012) | Interlock exists; no YORW‑Burnham transactions disclosed in independence review. |
Expertise & Qualifications
- Mechanical engineering background (Georgia Tech), with significant operating experience in HVAC/chiller products; strategic leadership as former CEO.
- NACD Directorship Certification; designated “audit committee financial expert.”
Equity Ownership
| Metric | Value | As‑of / Source |
|---|---|---|
| Beneficially Owned Shares (Wand) | 596 | February 28, 2025; 0.00% of 14,389,449 shares outstanding. |
| Ownership Guidelines (Directors) | 3x annual cash retainer within 5 years of appointment; must maintain ≥3x thereafter | Policy; applies to non‑employee directors. |
| Hedging/Pledging Policy | Prohibits short‑term trading, short sales, margin purchases, puts/calls, pledging, and hedging of Company securities | Policy applies to directors/officers. |
Compliance status with ownership guidelines for individual directors is not separately disclosed.
Governance Assessment
- Positive indicators:
- Independence and audit oversight: Independent status with service on the Audit Committee; the Board deems all Audit members “audit committee financial experts,” strengthening financial reporting oversight.
- Attendance and engagement: Board met seven times in 2024, with all directors above 75% attendance and full attendance at the 2024 annual meeting.
- Pay alignment: Director equity grants vest immediately to promote alignment; awards are made under an LTIP subject to clawback policy; hedging/pledging is prohibited; director ownership guidelines require 3x retainer within five years.
- Shareholder sentiment: 2025 say‑on‑pay passed (For: 8,192,811; Against: 430,884; Abstain: 90,061; Broker non‑votes: 2,777,515); 2025 LTIP adoption also approved (For: 8,296,953; Against: 355,375; Abstain: 61,428; Broker non‑votes: 2,777,515).
- Watch items:
- Board interlock: Overlap at Burnham Holdings with another YORW director (Brossman). No related‑party transactions disclosed, but interlocks can concentrate information flows and should be monitored for potential soft‑conflicts.
- Ownership “skin‑in‑the‑game”: Reported beneficial ownership is 596 shares; while guidelines exist, individual compliance status is not disclosed.
Related‑party exposure and Section 16(a): The independence review disclosed specific third‑party payments regarding Messrs. Gang and Rasmussen; no related‑party relationships were flagged for Ms. Wand. Section 16(a) delinquencies noted for other insiders; none for Ms. Wand.