William Yanavitch II
About William T. Yanavitch II
Independent director appointed to The York Water Company’s board effective September 1, 2025; his board class term runs to the 2026 Annual Meeting. He is the owner of Yanavitch & Associates, LLC (HR consulting) and retired in December 2024 as Chief Human Resources Officer of Kinsley Enterprises. He was assigned to the Board’s Executive Committee upon appointment and is listed among board signatories on the Company’s November 2025 Form S‑3. Independence was explicitly noted at appointment, and no related‑party transactions under Item 404(a) were disclosed.
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Kinsley Enterprises | Chief Human Resources Officer (retired) | To Dec 2024 | Senior HR leadership across a multi‑business family enterprise |
External Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Yanavitch & Associates, LLC | Owner | Current | HR consulting principal |
| Commonwealth Fire Protection Company | Director | Current | Board oversight |
| KRB Machinery | Director | Current | Board oversight |
| DART America | Director | Current | Board oversight |
| New Standard Corporation | Advisory Board; Chair, Compensation Committee | Current | Leads compensation oversight on advisory board |
Board Governance
- Committee assignment: Executive Committee (assigned at appointment). The Executive Committee focuses on budgeting, ratemaking, and debt/equity financing per proxy; 2024 membership included Hodges (Chair), Gang, Hand, Hines; Gang retired Oct 29, 2025.
- Independence: Appointed “independent director”; Company annually assesses independence per NASDAQ standards. Proxy identified independence criteria and listed independent directors in 2024.
- Board structure: Classified board with staggered three‑year terms; Yanavitch’s term expires at the 2026 Annual Meeting.
- Executive sessions: Independent directors meet in regular executive sessions led by the independent Chair.
- Attendance expectations: Seven board meetings in 2024; all directors then‑serving attended >75% of meetings; all then‑serving directors attended the 2024 Annual Meeting. Attendance is expected at 2025 Annual Meeting (not mandatory).
Fixed Compensation
| Component | Amount / Structure | Notes |
|---|---|---|
| Annual cash retainer (non‑employee directors) | $27,500 per year | Payable quarterly |
| Meeting fees – Chairperson | Board $2,500; Executive $1,200; Audit $1,800; Nominating & Governance $1,090; Compensation & Human Capital $1,090 | Per meeting |
| Meeting fees – Members | Board $810; Executive $890; Audit $950; Nominating & Governance $840; Compensation & Human Capital $840 | Per meeting |
| Equity grant (illustrative 2024) | $5,293 equity grant (144 shares at $36.76 close) | Formula: 75% of 30% of annual retainer; vests immediately; prorated for partial‑year service |
| Director compensation cap (LTIP) | Non‑employee director total comp capped at $150,000 per fiscal year | Includes cash fees and equity grant fair value |
Note: Yanavitch joined on Sept 1, 2025 and would be subject to the director compensation framework and prorating conventions; actual 2025 amounts are not disclosed in filings reviewed.
Performance Compensation
| Program | Metric / Design | Application | Vesting / Payout |
|---|---|---|---|
| Director equity | Fixed formula (percent of retainer), immediate vest | Non‑employee directors | Immediate vest; no performance conditions |
| Company LTIP (officers) | 25% TSR (3‑yr avg 9.5% target); 25% ROE (3‑yr avg 9.5% target); 25% PPUC justified complaint rate below PA peer avg; 25% customer rates below PA peer avg | NEO awards (not directors) | Restricted stock; typically vests ratably over 3 years; 2024 awards at 75% of 20% of base salary; subject to clawback |
| Cash Incentive Plan (management) | Annual objectives across ops, customer service, ESG, finance; threshold ≥75% of points; 2024 target bonus: CEO/C‑suite 10% of base, VPs 7.5%, other management 5% | Management (not directors) | Paid following year; 2024 achievement: 94% of objectives; EPS criterion $1.21 met |
Other Directorships & Interlocks
| Relationship | Potential Interlock / Exposure | Disclosure |
|---|---|---|
| External private boards (industrial services/manufacturing/logistics) | Commonwealth Fire Protection, KRB Machinery, DART America, New Standard Corporation | No Item 404(a) related‑party transactions with York Water disclosed at appointment |
| Legal/anti‑takeover framework | Indemnification and director exculpation under PA BCL; classified board, PPUC oversight of control changes | S‑3 describes indemnification/exculpation and structural defenses |
Expertise & Qualifications
- Human capital leadership: Former CHRO, Kinsley Enterprises; HR strategy, succession, compensation, and organizational development expertise.
- Compensation oversight: Chairs Compensation Committee on an external advisory board; relevant to York’s Compensation & Human Capital Committee oversight.
- Regional industrial experience: Board roles across manufacturing and services, useful for operational risk and workforce insights.
Equity Ownership
| As of | Title of Security | Shares Beneficially Owned | Ownership Form | Note |
|---|---|---|---|---|
| Sept 1, 2025 (Form 3) | Common Stock | 0 | Direct (D) | Initial statement of beneficial ownership upon appointment |
- Stock ownership guidelines: Non‑employee directors must attain holdings valued at 3x annual cash retainer within 5 years of appointment and maintain thereafter. Hedging, pledging, short sales, margin purchases, and derivatives are prohibited.
- Alignment note: As a new director with Form 3 showing zero shares at appointment, he has a 5‑year runway to meet the guideline; future filings will indicate progression.
Insider Trades
| Filing | Date of Event | Transaction | Shares | Remarks |
|---|---|---|---|---|
| Form 3 | 09/01/2025 | Initial statement of beneficial ownership | 0 | Filed as new director; no derivative holdings reported |
Fixed vs Equity Mix Evolution
- York’s director pay mixes cash retainers/meeting fees with a modest annual equity grant that vests immediately; LTIP amendments in 2025 include a non‑employee director total compensation cap and double‑trigger vesting for change‑in‑control awards (primarily relevant to officers).
Potential Conflicts and Related‑Party Exposure
- Appointment disclosure states “no arrangement or understanding” behind appointment and no transactions requiring Item 404(a) disclosure; independence affirmed.
- Board independence policy reviews external relationships annually and requires abstention where an affiliated entity is under discussion/vote.
Governance Assessment
- Positives: Independent appointment with explicit committee assignment (Executive Committee); deep HR/compensation background beneficial for talent and pay oversight; no related‑party transactions disclosed; subject to strong insider trading and ownership guidelines.
- Watch items: Initial ownership at zero shares at appointment—track progress toward 3x retainer within five years; multiple private company directorships necessitate continued monitoring for any evolving business with York Water (Board currently discloses and manages abstentions).
- Board continuity: Retirement of long‑tenured director Michael W. Gang (Oct 29, 2025) increases the importance of Executive Committee effectiveness; Yanavitch’s assignment is a signal of expected engagement in finance/rate oversight.