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United States

Aqua America Inc (WTR)

WTR on New York Consolidated

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25 May 2017
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Summary

Name Age Since Current Position

Nicholas DeBenedictis

71 2015 Non-Executive Chairman of the Board

Christopher Franklin

51 2015 President, Chief Executive Officer, Director

David Smeltzer

58 2012 Chief Financial Officer, Executive Vice President

Richard Fox

55 2015 Chief Operating Officer

Daniel Schuller

47 2015 Executive Vice President - Strategy, Corporate Development

Robert Rubin

54 2012 Senior Vice President, Chief Accounting Officer, Controller

Christopher Luning

49 2012 Senior Vice President, General Counsel, Secretary

William Ross

71 2012 Senior Vice President - Engineering and Environmental Affairs

Richard Glanton

70 2015 Lead Independent Director

Carolyn Burke

49 2015 Independent Director

Lon Greenberg

66 2005 Independent Director

William Hankowsky

66 2004 Independent Director

Wendell Holland

65 2011 Independent Director

Ellen Ruff

68 2006 Independent Director

Brian Dingerdissen

2017 Director - Investor Relations

Biographies

Name Description

Nicholas DeBenedictis

Mr. Nicholas DeBenedictis is Non-Executive Chairman of the Board of the Company. Mr. DeBenedictis was Chairman of the Board, President, Chief Executive Officer of Aqua America Inc. He has served as Chief Executive Officer of the Company since July 1992 and Chairman of the Board since May 1993. He also serves as Chairman and Chief Executive Officer of the Company’s principal subsidiaries, including Aqua Pennsylvania, Inc. Between April 1989 and June 1992, he served as Senior Vice President for Corporate Affairs of PECO Energy Company (now known as Exelon). From December 1986 to April 1989, he served as President of the Greater Philadelphia Chamber of Commerce and from 1983 to 1986 he served as the Secretary of the Pennsylvania Department of Environmental Resources. Mr. DeBenedictis is a director of Exelon Corporation and P.H. Glatfelter Company. He also serves on the Boards of Pennsylvania area non-profit, civic and business organizations. In addition to his knowledge and experience as the Company’s Chief Executive Officer since 1992 and his prior experience as a senior executive of a major electric utility, Mr. DeBenedictis has experience as the head of Pennsylvania’s environmental regulatory agency. He serves as a director of two other public companies, including, from time to time, as a member of the corporate governance, finance and compensation committees of those companies. Mr. DeBenedictis has also held leadership positions with various, educational, civic and charitable institutions.

Christopher Franklin

Mr. Christopher H. Franklin is President, Chief Executive Officer, Director of the Company. Previously, Mr. Franklin served as our Executive Vice President and President and Chief Operating Officer, Regulated Operations (January 2012 to 2015); Regional President—Midwest and Southern Operations and Senior Vice President, Public Affairs (January 2010 to January 2012); Regional President—Southern Operations and Senior Vice President, Public Affairs and Customer Relations (February 2007 to 2010); Vice President, Public Affairs and Customer Relations (May 2005 to February 2007); Vice President, Corporate and Public Affairs (1997 to May 2005); and Manager Corporate & Public Affairs (December 1992 to 1997). Since joining the Company in December 1992 as manager, corporate and public affairs, Mr. Franklin headed several successful projects, including advocacy for the passage of legislation designed to provide customers of state-regulated water and wastewater utilities with improved water quality and better water and wastewater systems while allowing a fair and reasonable return for shareholders. Mr. Franklin also attained national print and broadcast media coverage for the Company changed the name and rebranded the Company and its subsidiaries, and expanded its investor relations outreach to increase analyst coverage of the Company. Before joining the Company, Mr. Franklin worked at PECO Energy Company (an Exelon company) where he was regional, civic and economic development officer, responsible for the review, recommendation and promotion of economic development initiatives in the Philadelphia region. Mr. Franklin earned his B.S. from West Chester University and his M.B.A. from Villanova University. In addition, Mr. Franklin is active in the community and serves on the following nonprofit boards: University of Pennsylvania Board of Trustees, Philadelphia, PA and West Chester University’s Council of Trustees, West Chester, PA.

David Smeltzer

Mr. David P. Smeltzer is Chief Financial Officer, Executive Vice President of Aqua America, Inc. Mr. Smeltzer served as Chief Financial Officer (February 2007 to January 2012); Senior Vice President - Finance and Chief Financial Officer (December 1999 to February 2007); Vice President - Finance and Chief Financial Officer (May 1999 to December 1999); Vice President - Rates and Regulatory Relations, Philadelphia Suburban Water Company (March 1991 to May 1999); Vice President - Controller of Philadelphia Suburban Water Company (March 1986 to March 1991)

Richard Fox

Mr. Richard Scott Fox is Chief Operating Officer of the Company. He has been regional president for Aqua America since January 2012, heading all of Aqua America’s utility operations in Texas, Illinois, North Carolina, Indiana and Virginia. Prior to assuming the role of regional president, Fox was vice president, customer operations, where he was responsible for all customer service operations for Aqua America’s regulated operating subsidiaries, including the company’s national customer call centers, national meter operations, and company-wide billing and collections. Fox joined Aqua America in 2002 as manager of customer service following 17 years in the chemical manufacturing industry in both operations and technical management. He earned his B.S. in chemical engineering from Virginia Polytechnic Institute and State University, and his M.B.A. from Villanova University, where he achieved Beta Gamma Sigma honors. Fox is a member of the American Institute of Chemical Engineers.

Daniel Schuller

Mr. Daniel J. Schuller, Ph.D. is an Executive Vice President - Strategy, Corporate Development of the Company. Mr. Schuller will be responsible for assisting the chief executive officer with developing, communicating, executing, and sustaining Aqua’s strategic initiatives, with an emphasis on growth. Additionally, he will be responsible for the company’s overall corporate development including acquisitions of regulated and market-based businesses. He comes to Aqua America from J.P. Morgan Asset Management - Infrastructure Investments Group where he has been an investment principal since 2007, providing strategic leadership as a director of portfolio companies including SouthWest Water Company—of which he was responsible for the 100 percent stake held by J.P. Morgan-advised investors—and Summit Utilities. Specifically for SouthWest Water, Schuller guided the company’s turnaround and led its growth strategy, assessing both organic growth and acquisition opportunities. Prior to joining J.P. Morgan, Schuller was a manager at Mars & Co., an international strategy/general management consulting firm, where he led consulting engagements related to growth and profitability for Fortune 500 companies and conducted due diligence for private equity firms. Mr. Schuller is a graduate of Purdue University where he earned a B.S., M.S. and Ph.D. in civil engineering. His honors include Phi Kappa Phi, Tau Beta Pi and Chi Epsilon. He is a member of the American Society of Civil Engineers. His volunteer activities include Guiding Eyes for the Blind and 21 Strong, a Down syndrome family support group.

Robert Rubin

Mr. Robert A. Rubin is Senior Vice President, Chief Accounting Officer, Controller of Aqua America Inc. Mr. Rubin was Vice President, Controller and Chief Accounting Officer (May 2005 to January 2012); Controller and Chief Accounting Officer (March 2004 to May 2005); Controller (March 1999 to March 2004); Assistant Controller (June 1994 to March 1999); Accounting Manager (June 1989 to June 1994).

Christopher Luning

Mr. Christopher P. Luning is Senior Vice President, General Counsel, and Secretary of Aqua America, Inc. Mr. Luning served as Vice President Corporate Development and Corporate Counsel (June 2008 to April 2012); Vice President and Deputy General Counsel (May 2005 to June 2008); Assistant General Counsel (March 2003 to May 2005).

William Ross

Mr. William C. Ross is Senior Vice President - Engineering and Environmental Affairs of Aqua America, Inc. Mr. Ross served as Vice President, Engineering and Environmental Affairs (February 2001 to January 2012); Senior Manager Planning and Engineering Philadelphia Suburban Water Company (February 1998 to February 2001).

Richard Glanton

Mr. Richard H. Glanton serves as Lead Independent Director of the company. Mr. Glanton is Founder, Chairman and Chief Executive Officer of ElectedFace Inc. an on-line social media website which consolidates 21 of the most proven and popular social media features and functions into one platform to connect individuals and organizations of all types, including government officials and agencies, educational institutions and their leaders, businesses, faith groups, cultural icons and establishments, and community organizations and associations. Mr. Glanton was Senior Vice President of Corporate Development at Exelon Corporation from 2003 to 2008. From 1983 to 2003, he was a partner at the law firms of Wolf Block LLP (1983 to 1986) and Reed Smith LLP (1986 to 2003). Mr. Glanton is a director of The GEO Group, Inc. and Mistras Group, Inc. Mr. Glanton has more than 25 years of legal experience in law firms and 13 years of executive experience as President of The Barnes Foundation for more than eight years from 1990 to 1998 and at Exelon Corporation. Mr. Glanton has approximately 29 years of continuous experience serving on boards of publicly traded companies. He has served as a director on boards of five publicly traded companies, four of which are traded on the NYSE and one, CGU, is traded on the United Kingdom Stock Exchange. He served as a director of CGU of North America, a British-based Insurance Company, from 1983 to 2003 when it was sold to White Mountain Group of Exeter, New Hampshire and Berkshire Hathaway. He was a member of both its Executive and Audit Committees during his 20-year tenure on that board. From 1990 until 2003, he served as a director of PECO Energy/Exelon Corporation until he resigned to assume a senior management position within the company at the request of its Chairman. He served on the Executive, Audit and Governance Committees of PECO/Exelon.

Carolyn Burke

Ms. Carolyn Jeanne Burke is Independent Director of the company since 2015. She serves as Executive Vice President, Business Operations and Systems at Dynegy, Inc with overall responsibility for Supply Chain, Safety, Environmental, Information Technology, Construction & Engineering, Outage Services and PRIDE-Dynegy’s signature continuous margin and process improvement program. She also retains her role as Chief Integration Officer with overall responsibility for integration activities, most recently for Dynegy’s $6 billion EquiPower Corp. and Duke merchant portfolio acquisitions, and Dynegy’s project management office. From 2011 to 2014, Ms. Burke served as Dynegy’s Chief Administrative Officer with overall responsibility for corporate functions including Communications, Human Resources, Information Technology, Investor Relations and Regulatory Affairs. Prior to joining Dynegy, Ms. Burke served as Global Controller for J.P. Morgan’s Global Commodities business. She was also NRG Energy’s Vice President and Corporate Controller from 2006 to 2008 and Executive Director of Planning and Analysis from 2004 to 2006. Early in her career, she held various key financial roles at Yale University, the University of Pennsylvania and at Atlantic Richfield Company (now British Petroleum). Ms. Burke graduated from Wellesley College with a BA in Economics and Political Science and earned her MBA at The University Chicago Booth School of Business.

Lon Greenberg

Mr. Lon R. Greenberg is Independent Director of Aqua America Inc. Mr. Greenberg is non-executive Chairman of the Board of Directors of UGI Corporation, where he served as Chairman since August 1996 and Chief Executive Officer since August 1995, until his retirement in April, 2013. He was formerly President (July 1994 to August 2005), Vice Chairman of the Board (1995 to 1996) and Senior Vice President – Legal and Corporate Development (1989 to 1994) of UGI Corporation. Mr. Greenberg is a member of the Board of Trustees of Temple University and the Chairman of the Board of Trustees of the Temple University Health System. Mr. Greenberg also serves as a director of Ameriprise Financial, Inc. AmerisourceBergen Corporation, UGI Utilities, Inc. and AmeriGas Propane, Inc. Mr. Greenberg has over 20 years of experience in various executive, legal and corporate development roles with a major gas utility company and international distributor of propane. He is also Chairman of the nation’s largest retail propane marketer and he serves as a director for a NYSE-listed financial planning, products and services company. He is a member of the Board of Trustees of a major university in Philadelphia and the university’s health system. Mr. Greenberg has served as a member of the Company’s Executive Compensation Committee since 2005 and a member of the Company’s Audit Committee since 2009. Mr. Greenberg has also held leadership positions with various civic and charitable institutions. The Board of Directors has determined that Mr. Greenberg is an independent director, financially literate and an audit committee financial expert within the meaning of applicable SEC rules.

William Hankowsky

Mr. William P. Hankowsky is Independent Director of Aqua America Inc. Mr. Hankowsky has been Chairman, President and Chief Executive Officer of Liberty Property Trust, a fully integrated real estate firm, since 2003. Mr. Hankowsky joined Liberty in 2001 as Executive Vice President and Chief Investment Officer. Prior to joining Liberty, he served for 11 years as President of the Philadelphia Industrial Development Corporation. Prior to that, he was Commerce Director for the City of Philadelphia. Mr. Hankowsky serves on the Board of Directors of Citizens Financial Group and on various charitable and civic boards, including the Philadelphia Convention and Visitors Bureau and the Kimmel Regional Performing Arts Center. Mr. Hankowsky has over 35 years of experience managing public, private and non-profit organizations, including eight years as Chairman and Chief Executive Officer of Liberty Property Trust, a publicly-traded Real Estate Investment Trust which owns 100 million square feet of office and industrial space in over 24 markets throughout the United States and the United Kingdom. He has experience in financing, acquisitions and real estate matters across the United States. Mr. Hankowsky has also held leadership positions with various cultural and civic institutions in the greater Philadelphia region. Mr. Hankowsky has served as Chairman of the Company’s Executive Compensation Committee since 2005. The Board of Directors has determined that Mr. Hankowsky is an independent director, financially literate and an audit committee financial expert within the meaning of applicable SEC rules.

Wendell Holland

Mr. Wendell F. Holland, Esq. is Independent Director of Aqua America, Inc. Mr. Holland has been a partner in CFSD Group, LLC, advisors for local and regional utility financing, since July 2009. Mr. Holland was partner in the law firm of Saul Ewing, LLP from October 2008 to September 2013. Mr. Holland served as Chairman of the Pennsylvania Public Utility Commission from 2004 to 2008 and as a Commissioner from 1990 to 1993 and 2003 to 2004. Mr. Holland was Of Counsel to the law firm of Obermayer Rebman from 1999 to 2003, Vice President of American Water Works Company from 1996 to 1999 and a partner at the law firm of LeBoeuf Lamb Greene and McRae from 1993 to 1995. He has served as Treasurer of the National Association of Utility Regulatory Commissioners (NARUC) and also served on NARUC’s Executive Committee, Board of Directors, and as Chairman of its Audit and Investment Committees. He is a member of the Board of Bryn Mawr Trust Bank and was a member of the Allegheny Energy Board of Directors from 1994 to 2003. Mr. Holland has extensive knowledge and experience in the regulation of public utilities, especially water utilities. His experience as Chairman of the Public Utility Commission in Pennsylvania for four years and a Commissioner for four years enables him to provide valuable insight into the regulatory process.

Ellen Ruff

Ms. Ellen T. Ruff is Independent Director of the Company. Ms. Ruff is a partner in the law firm of McGuireWoods, LLP. She was President, Office of Nuclear Development, for Duke Energy Corporation, from December 2008 until her retirement in January 2011. Duke Energy Corporation is a leading energy company focused on electric power and gas distribution operations and other energy services in the Americas. From April 2006 through December 2008, Ms. Ruff was President of Duke Energy Carolinas, an electric utility that provides electricity and other services to customers in North Carolina and South Carolina. Ms. Ruff joined the Duke Energy organization in 1978 and during her career held a number of key positions, including: Vice President and General Counsel of Corporate, Gas and Electric Operations; Senior Vice President and General Counsel for Duke Energy; Senior Vice President of Asset Management for Duke Power; Senior Vice President of Power Policy and Planning; and Group Vice President of Planning and External Affairs. Ms. Ruff is a director of Mistras Group, Inc. Ms. Ruff has over 30 years of experience with a major utility company in various management, operations, legal planning and public affairs positions. Ms. Ruff has lived and worked in North Carolina, an important area of the Company’s operations, for many years. Ms. Ruff has served as a member of the Company’s Executive Compensation Committee since 2006.

Brian Dingerdissen

Basic Compensation