Form type: DEF 14A
Period end: 2025-12-31
Complete the following from company records. The platform does not store an annual meeting date.
For each proposal, include a heading, the board's recommendation, and the vote required for approval.
Describe who can vote, how to vote, the quorum requirement, and how to revoke a proxy.
Our Board of Directors currently consists of Douglas S. Brossman, Joseph Thomas Hand, William T. Yanavitch II, Robert F. Lambert and Steven R. Rasmussen. Mr. Hand also serves as our President and Chief Executive Officer and is the only member of management who serves on the Board. Each director serves until [COMPLETE: term expiration and class, if the Board is classified] or until his or her successor is duly elected and qualified. The age, year in which each director first joined the Board, principal occupation and business experience for Messrs. Brossman, Hand, Yanavitch, Lambert and Rasmussen, together with the specific experience, qualifications, attributes and skills that led the Board to conclude that each should serve as a director, are as follows: [COMPLETE: biographical information for each director].
In addition to Mr. Hand, our executive officers are Mark S. Snyder, Vice President–Engineering; Matthew J. Scarpato, Chief Operating Officer; Matthew E. Poff, Chief Financial Officer; Alexandra C. Chiaruttini, Chief Administrative Officer and General Counsel; and Suzanne M. Becker, Vice President–Customer Service. Our executive officers are elected by the Board and serve at the discretion of the Board, subject to the terms of any applicable employment arrangements [COMPLETE: confirm]. The age and business experience of Mr. Snyder, Mr. Scarpato, Mr. Poff, Ms. Chiaruttini and Ms. Becker during the past five years are as follows: [COMPLETE: biographical information for each executive officer]. There are no family relationships among any of our directors or executive officers [COMPLETE: confirm against questionnaire responses], and there are no arrangements or understandings between any director or executive officer and any other person pursuant to which he or she was selected as a director or officer [COMPLETE: confirm].
The Board has reviewed the independence of each director under the independence standards of [COMPLETE: name of national securities exchange] and applicable rules of the Securities and Exchange Commission, taking into account the responses to the annual directors' and officers' questionnaires and any transactions and relationships between each director, or any member of his or her immediate family, and the Company. Based on that review, the Board has affirmatively determined that [COMPLETE: names of independent directors] are independent, and that [COMPLETE: number] of our [COMPLETE: number] directors are independent. Mr. Hand is not considered independent because he serves as our President and Chief Executive Officer. In making its determinations, the Board considered [COMPLETE: description of any relationships considered, or state that none were identified]. The Board has established the following standing committees: [COMPLETE: committee names, membership, chairs, number of meetings held during 2025 and a description of each committee's principal responsibilities]. During the fiscal year ended December 31, 2025, the Board held [COMPLETE: number] meetings, and each director attended at least [COMPLETE: percentage] of the aggregate number of meetings of the Board and of the committees on which he or she served [COMPLETE: confirm].
The platform does not store compensation amounts. Enter the summary compensation table and director compensation from company records. Do not estimate figures.
| Name | Shares beneficially owned | Percent of class |
|---|---|---|
| Brossman Douglas S | 484 | Less than 1% |
| Hand Joseph Thomas | 35,308 | Less than 1% |
| Snyder Mark S | 4,930 | Less than 1% |
| Scarpato Matthew J | 2,697 | Less than 1% |
| Poff Matthew E | 9,502 | Less than 1% |
| Chiaruttini Alexandra C | 5,930 | Less than 1% |
| Becker Suzanne M | 374 | Less than 1% |
| Yanavitch William T. Ii | 352 | Less than 1% |
| Lambert Robert F | 230 | Less than 1% |
| Rasmussen Steven R | 4,828 | Less than 1% |
| All directors and executive officers as a group (10 persons) | 64,634 | Less than 1% |
The York Water Company reviews transactions with related persons in accordance with Item 404 of Regulation S-K, which covers transactions in which the Company was or is to be a participant, the amount involved exceeds the applicable threshold, and a related person had or will have a direct or indirect material interest. For purposes of this review, related persons include our directors, executive officers, and their immediate family members, as well as beneficial owners of more than five percent of our common stock. The directors and executive officers subject to this review for the fiscal year included Douglas S. Brossman, Joseph Thomas Hand, our President and Chief Executive Officer, Mark S. Snyder, Vice President of Engineering, Matthew J. Scarpato, Chief Operating Officer, Matthew E. Poff, Chief Financial Officer, Alexandra C. Chiaruttini, Chief Administrative Officer and General Counsel, Suzanne M. Becker, Vice President of Customer Service, William T. Yanavitch II, Robert F. Lambert, and Steven R. Rasmussen.
Each year, our directors and executive officers complete annual questionnaires that request disclosure of any transaction, arrangement, or relationship with the Company in which they or members of their immediate families have a direct or indirect material interest. Based on the responses to the annual questionnaires for the fiscal year ended December 31, 2025, no reportable related party transactions were identified, and no such transactions have been proposed. Accordingly, there are no transactions required to be disclosed under Item 404(a) of Regulation S-K for the fiscal year.
The Company's written policies and procedures for the review, approval, or ratification of related party transactions are administered by [COMPLETE: name of the board committee responsible for reviewing related party transactions], which considers, among other factors, whether the terms of any proposed transaction are comparable to those that could be obtained in arm's-length dealings with an unrelated third party and the extent of the related person's interest in the transaction. [COMPLETE: description of the standards applied under the related party transaction policy and any transactions excluded from review.]
The following table sets forth information concerning the compensation of the principal executive officer (PEO) and the average compensation of the other named executive officers (non-PEO NEOs) of YORK WATER CO, together with total shareholder return and net income for each covered fiscal year.
| Year | Summary compensation table total for PEO | Compensation actually paid to PEO | Average summary compensation table total for non-PEO NEOs | Average compensation actually paid to non-PEO NEOs | Value of initial fixed $100 investment based on total shareholder return | Net income |
|---|---|---|---|---|---|---|
| 2025 | ||||||
| 2024 | ||||||
| 2023 |
Compensation actually paid moved in the same direction as total shareholder return over the covered fiscal years, reflecting the equity-linked portion of executive compensation.
Compensation actually paid did not track net income on a one-to-one basis over the covered fiscal years because equity award fair value changes are driven by share price rather than reported earnings.
Equity awards are granted on schedules approved by the compensation committee; the company does not time awards around the release of material nonpublic information.
Equity awards are granted on schedules approved by the compensation committee; the company does not time awards around the release of material nonpublic information.
Equity award grant timing is predetermined: Yes.
Material nonpublic information is considered when determining award timing: No.
MNPI disclosures were timed for the purpose of affecting compensation value: No.
The company has adopted insider trading policies and procedures: Yes.
Disclose other matters that may properly come before the meeting, if any.
Outline the form of proxy card: