Steven Rasmussen
About Steven R. Rasmussen
Independent director of The York Water Company since 2011; age 52; certified public accountant and long-tenured utility executive. Currently CEO and General Manager of Adams Electric Cooperative, Inc. (since 2006), with prior roles as Accounting and Member Services Manager (1999–2006), college faculty, and auditor. The Board cites his utility experience, financial expertise, and community leadership in regions where YORW has added systems as beneficial to board effectiveness .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Adams Electric Cooperative, Inc. | CEO & General Manager | Since 2006 | Leads regulated utility operations; financial and operational oversight |
| Adams Electric Cooperative, Inc. | Accounting & Member Services Manager | 1999–2006 | Accounting, member services; finance leadership |
| Various accounting firms and academia | Auditor; College Faculty | Not disclosed | Financial/accounting practice and instruction |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Adams Utility Services Company (private) | Board & Executive Committee Member | Not disclosed | Subsidiary of Adams Electric; governance and oversight |
| Mid-Atlantic Cooperative Solutions, Inc. (Aero Energy) (private) | Board & Executive Committee Member | Not disclosed | Energy services; governance and oversight |
Board Governance
- Independence: Board determined Rasmussen is an independent director under NASDAQ rules, despite YORW’s payments to Adams Electric of $381,234 in 2024 and $305,906 in 2023 for electric service; amounts were less than 0.50% of Adams Electric revenue and at regulated consumer rates .
- Committee assignments: Audit Committee Chair; Audit Committee members are financially literate and designated “audit committee financial experts” . He signed the Audit Committee report recommending inclusion of audited financials in YORW’s 2024 Form 10-K .
- Attendance and engagement: Seven Board meetings were held in 2024; all directors attended more than 75% of Board and committee meetings during their tenure and attended the 2024 annual meeting . Audit Committee met four times in 2024 .
- Governance practices: Independent Chair preference; regular executive sessions led by the Chair; annual evaluations of directors . Directors abstain from votes when affiliated entities are involved .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $27,500 | Non-employee directors; payable quarterly |
| Fees paid in cash (total) | $39,927 | Includes meeting fees below |
| Meeting fees schedule | Chair: Board $2,500; Exec $1,200; Audit $1,800; Nominating $1,090; Comp $1,090; Member: Board $810; Exec $890; Audit $950; Nominating $840; Comp $840 | Applied per meeting attended |
| Perquisites | None provided to directors | — |
Performance Compensation
| Element | Grant Date | Shares / Price | Fair Value | Vesting | Basis/Structure |
|---|---|---|---|---|---|
| Annual director stock award | May 6, 2024 | 144 shares at $36.76 | $5,293 | Immediate | 75% of 30% of annual retainer; prorated for partial year service; subject to LTIP and clawback policy |
| LTIP framework (non-employee directors) | — | — | Cap: total director compensation ≤$150,000/yr | Double-trigger CIC vesting; no dividends on unvested awards | Types: options, SARs, restricted stock/units, performance restricted stock/units |
No director-specific performance metrics are tied to the annual stock award; grants vest immediately to align director interests with shareholders .
Other Directorships & Interlocks
| Company | Type | Relationship to YORW | Potential Conflict Assessment |
|---|---|---|---|
| Adams Electric Cooperative, Inc. | Cooperative utility | YORW purchased electric services; payments $381,234 (2024) and $305,906 (2023); <0.50% of Adams Electric revenue; at regulated rates | Board determined independence; directors abstain on matters involving affiliated entities |
| Adams Utility Services Company | Private subsidiary | Board/executive committee role | No specific transactions disclosed with YORW |
| Mid-Atlantic Cooperative Solutions (Aero Energy) | Private | Board/executive committee role | No specific transactions disclosed with YORW |
Expertise & Qualifications
- CPA; Audit Committee financial expert designation; strong finance and controls background .
- 25+ years in regulated utilities leadership and operations; CEO of Adams Electric since 2006 .
- Community engagement and visibility in areas where YORW expanded systems; utility/regulatory experience viewed as beneficial by the Board .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Shares beneficially owned | 4,331 | As of Feb 28, 2025; 0.03% of outstanding |
| Ownership as % of shares outstanding | 0.03% | Based on 14,389,449 shares outstanding |
| Vested vs unvested shares | 100% vested; no unvested director awards outstanding | Director awards vest immediately |
| Options (exercisable/unexercisable) | None disclosed | 2024 director comp table shows cash and stock awards only |
| Shares pledged/hedged | Prohibited (pledging and hedging) | Insider trading policy bans short sales, margin, puts/calls, pledging, hedging |
| Ownership guidelines | Must attain and hold ≥3x annual cash retainer within 5 years; maintain while serving | Applies to non-employee directors |
| Compliance status | Meets/exceeds: ~$141,710 value at $32.72 close on 12/31/24 (4,331×$32.72) | Calculated using disclosed shares and closing price |
Governance Assessment
- Strengths: Independent status affirmed despite customer relationship; Audit Committee Chair with “financial expert” designation; active oversight (four audit meetings) and signed audit report; strong attendance; stock ownership aligned and above guideline threshold; hedging/pledging prohibited .
- Potential red flags: Related-party dynamic via Adams Electric as a utility supplier; however, payments are small relative to Adams Electric revenue, at regulated rates, and Board employs abstention policies; independence re-affirmed annually .
- Compensation structure: Modest cash retainer with per-meeting fees; small, immediately vesting equity grants sized as a fraction of retainer; LTIP includes director pay caps and double-trigger CIC—supports alignment while limiting risk .
Overall signal: Governance quality appears solid with robust audit oversight and alignment mechanisms; the Adams Electric linkage is monitored and quantitatively immaterial, but should continue to be watched for perceived conflicts, particularly around rates and service arrangements .