Paul Bonney
About Paul R. Bonney
Paul R. Bonney, Esq. (age 66) has served as an independent director of The York Water Company since 2022. He is an energy-industry consultant (since Jan 2019) and adjunct professor of business law and energy & sustainability at Clemson University (since Jan 2020). Previously, he held senior legal and regulatory roles at Exelon (including SVP & General Counsel at Constellation and PECO’s General Counsel/VP Regulatory Affairs). He holds a J.D. from Georgetown University Law Center and a B.A. in Economics from Duke University; he also serves on the advisory board of the Kleinman Center for Energy Policy at the University of Pennsylvania . The Board has determined he is independent under NASDAQ rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pepco Holdings (Exelon) | SVP, Legal & Regulatory Strategy | 2016–2018 | Led rate/regulatory strategy |
| Constellation (Exelon) | SVP & General Counsel (commercial business) | 2012–2016 | Legal leadership for competitive energy unit |
| PECO (Exelon) | General Counsel; VP Regulatory Affairs | 2007–2012 | Regulatory and legal oversight |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Independent Consultant | Energy-industry consultant | Jan 2019 | Advisory work in energy sector |
| Clemson University | Adjunct Professor (Business Law; Energy & Sustainability) | Jan 2020 | Academic role |
| Kleinman Center for Energy Policy (U. Penn) | Advisory Board Member | n/a | Energy policy advisory |
Board Governance
- Independence status: The Board determined Mr. Bonney is independent under NASDAQ standards .
- Committee assignments (2024): Chair, Compensation & Human Capital Committee; Member, Nomination & Corporate Governance Committee .
- Attendance & engagement: The Board held seven meetings in 2024; all directors attended >75% of Board and committee meetings, and all attended the 2024 annual meeting .
- Executive sessions: Independent directors hold regular executive sessions led by the independent Chairperson .
- Election results (2025): Mr. Bonney received 8,161,521 “For” and 552,235 “Withheld” votes; other nominees’ withheld votes were lower (Keller 115,514; Rasmussen 419,694; Lambert 153,672) .
| 2025 Director Election (May 5, 2025) | For | Withheld | Broker Non-Votes |
|---|---|---|---|
| Paul R. Bonney, Esq. | 8,161,521 | 552,235 | 2,777,515 |
| Jody L. Keller, SPHR | 8,598,242 | 115,514 | 2,777,515 |
| Steven R. Rasmussen, CPA | 8,294,062 | 419,694 | 2,777,515 |
| Robert F. Lambert | 8,560,084 | 153,672 | 2,777,515 |
- Say-on-Pay (2025): For 8,192,811; Against 430,884; Abstain 90,061; Broker non-vote 2,777,515—indicating broad support for compensation practices overseen by the committee Mr. Bonney chairs .
- Governance policies: Preference for an independent Board Chair; Board conducts annual risk oversight, with the Compensation & Human Capital Committee monitoring compensation-related risks .
- Ownership/hedging policy: Directors must attain stock holdings equal to 3x annual cash retainer within five years of appointment and maintain thereafter; hedging, pledging, short sales, margin purchases, and options in company stock are prohibited .
Fixed Compensation
| Component | 2024 | 2023 | Notes |
|---|---|---|---|
| Annual cash retainer (policy) | $27,500 | $23,500 | Non-employee directors; payable quarterly |
| Meeting fees – Chair | Board $2,500; Exec $1,200; Audit $1,800; Nom/Gov $1,090; Comp & Human Capital $1,090 | Board $2,500; Exec $1,200; Audit $1,800; Nom/Gov $1,090; Comp $1,090 | Per meeting |
| Meeting fees – Member | Board $810; Exec $890; Audit $950; Nom/Gov $840; Comp & Human Capital $840 | Board $810; Exec $890; Audit $950; Nom/Gov $840; Comp $840 | Per meeting |
| Fees paid to Bonney (cash) | $38,517 | $32,203 | Reflects retainer, role as committee chair, meeting load |
| Director perquisites | None | None | No perquisites provided |
Performance Compensation
Directors receive equity grants tied to retainer size (not performance) that vest immediately; in 2024 this was 144 shares valued at $5,293 for most directors (75% of 30% of the retainer at $36.76 close on grant date) . As Chair of the Compensation & Human Capital Committee, Mr. Bonney oversees executive performance pay design, including LTIP metrics and annual incentive structure.
| Equity/Performance Feature | 2024 Details | 2023 Details |
|---|---|---|
| Director equity grant (Bonney) | Stock awards: $5,293 (144 shares at $36.76) | Stock awards: $2,618 (pro-rated) |
| LTIP for executives – performance metrics | Four equally weighted 25% metrics: 3-yr avg TSR 9.5%; 3-yr avg ROE 9.5%; 3-yr avg PPUC justified complaint rate below PA water utility peer average; customer rates below peer average | Same metric framework |
| LTIP vesting (executives) | Awards vest ratably over 3 years | Awards vest ratably over 3 years |
| 2024 LTIP outcome (for period ended 12/31/2023) | Met or exceeded 3 of 4 metrics; NEO grants at 75% of 20% of base salary (vesting over 3 years) | Prior year awards consistent with plan |
| 2024 Annual Cash Incentive (management) | Targets: 10% (C-suite), 7.5% (VP), 5% (other mgmt); achieved 94% of objectives; EPS business criterion set at $1.21 | Targets set similarly for 2023; achieved 88% of objectives; EPS criterion $1.56 |
Notable 2025 LTIP enhancements (subject to shareholder approval and approved on May 5, 2025): added 150,000 shares (combined <2% dilution), prohibited dividends on unvested awards, instituted double-trigger change-in-control vesting, and capped non-employee director total compensation at $150,000 per fiscal year .
Other Directorships & Interlocks
| Category | Disclosed for Bonney |
|---|---|
| Current public company boards | None disclosed in YORW proxy biography |
| Private/non-profit/academic boards | Advisory Board Member, Kleinman Center for Energy Policy (U. Penn) |
| Notable interlocks or related-party ties with YORW | None disclosed for Mr. Bonney; Board independence determination positive |
Expertise & Qualifications
- Regulatory and legal expertise from senior roles at Exelon/PECO/Constellation; strong fit for a regulated utility board .
- Academic and policy perspective via Clemson adjunct role and Kleinman Center advisory board .
- The Board explicitly cites his legal/regulatory strategy and rate-making experience as beneficial to York Water’s Board and committees .
Equity Ownership
| Measure | 2025 (as of 2/28/2025) | 2024 (as of 2/29/2024) | Notes |
|---|---|---|---|
| Shares beneficially owned | 326 | 175 | As reported in beneficial ownership tables |
| tidy | |||
| Ownership % of outstanding | 0.00% | 0.00% | Based on 14,389,449 (2025) and 14,333,656 (2024) shares outstanding |
| Director ownership guideline | 3x annual cash retainer within 5 years of appointment; must maintain thereafter | 3x annual cash retainer within 5 years of appointment | Applies to non-employee directors |
| Hedging/pledging | Prohibited (no short-term trading, short sales, margin purchases, puts/calls, pledging) | Prohibited | Governance-aligned restrictions |
Note: Mr. Bonney was appointed in 2022 and remains within the five-year accumulation window under the stock ownership guideline .
Director Compensation (Bonney)
| Year | Fees Paid in Cash | Stock Awards | Total |
|---|---|---|---|
| 2024 | $38,517 | $5,293 | $43,810 |
| 2023 | $32,203 | $2,618 | $34,821 |
Insider Trades & Section 16 Compliance
| Item | 2024 |
|---|---|
| Section 16(a) compliance (late filings) | Company disclosed late Form 4s for two insiders (Brossman and Hand); otherwise all directors and officers, by written representations, complied timely—no late filings attributed to Mr. Bonney |
Governance Assessment
-
Positives
- Independent director with deep regulatory/legal expertise relevant to a regulated water utility; Board explicitly cites value-add .
- Chairs Compensation & Human Capital Committee; under his tenure, the company advanced the 2025 LTIP with best-practice features: double-trigger CoC vesting, prohibition of dividends on unvested awards, and a $150,000 cap on non-employee director total compensation (approved by shareholders) .
- Strong Say-on-Pay support in 2025 (8.19M For vs. 0.43M Against), indicating investor endorsement of compensation oversight .
- Robust trading/hedging prohibitions and ownership guidelines align directors with shareholders .
- Attendance above the 75% threshold; full attendance at 2024 annual meeting .
-
Watch items
- Election withheld votes: Mr. Bonney had 552,235 withholds in 2025—higher than other slate nominees—despite overall re-election; monitoring future cycles for persistence is prudent .
- Ownership alignment: Current beneficial ownership (326 shares as of Feb 28, 2025) appears modest vs. guideline but he remains within the five-year accumulation window post-2022 appointment .
-
Conflicts/Related Parties
- No related-party transactions disclosed for Mr. Bonney; independence affirmed; the Board discloses and reviews relationships for other directors, indicating active conflict oversight .
Compensation Committee Analysis (context for oversight)
- Independent consultant: Herbein + Company, Inc. engaged; Committee concluded independence per NASDAQ/SEC factors .
- Benchmark peer group includes water utilities (MSEX, ARTNA) and selected regulated utilities and regional banks (e.g., CWCO, GWRS, PCYO, RGCO, UTL; CVLY, TRBK, FRAF, JUVF), targeting ~50th percentile pay positioning .
- Annual cash incentive targets kept modest (10% C-suite; 7.5% VP; 5% management), with all-or-nothing threshold at 75% of objectives; 2024 achievement at 94% with an EPS criterion of $1.21; 2023 achievement at 88% with $1.56 EPS criterion .
RED FLAGS: None disclosed specific to Mr. Bonney (no related-party transactions, no hedging/pledging, no Section 16(a) lapses). Elevated withhold vote count vs. peers in 2025 is a yellow flag to monitor .