Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Appointment of David A. Ciesinski to the Board of Directors
On July 2, 2021, the Board of Directors (the "Board") of Essential Utilities,
Inc. (the "Company"), increased the size of the Board to nine and appointed
David A. Ciesinski to the Board, effective on July 2, 2021, to fill the vacancy.
David A. Ciesinski currently serves as President and Chief Executive Officer of
Lancaster Colony Corporation ("Lancaster Colony"). Lancaster Colony is a
manufacturer and marketer of specialty food products for the retail and
foodservice markets. Lancaster Colony is the parent of the well-known and
well-established T. Marzetti Company, among other brands. Mr. Ciesinski has
served as President of Lancaster Colony since April 2016 and as its Chief
Executive Officer since July 2017. He previously served as President of the Meal
Solutions Division at Kraft Foods Group, Inc. and as its Executive Vice
President and President of Meals & Desserts from 2014 to 2015, in which capacity
he was responsible for leading Kraft's grocery business. Between 2013 and 2014,
Mr. Ciesinski served as Chief Commercial Officer and Executive Vice President of
Forever, Inc., a cloud-based storage company, in which capacity he was
responsible for leading the sales, marketing, business development and
operations functions. Between 2003 to 2013, Mr. Ciesinski served in various
leadership roles at H.J. Heinz Company, including Vice President of Global
Business Development (from 2012 to 2013), in which capacity he was responsible
for leading the corporate business development activities of H.J. Heinz Company;
as Group Vice President and Chief Marketing Officer of the U.S. Retail Division
(from 2011 to 2012), in which capacity he was responsible for leading Heinz's
marketing and demand generation functions of their U.S. consumer products
business; and in various other leadership roles (from 2003 to 2011), including
those in marketing and strategic planning functions. Prior to joining H.J. Heinz
Company, Mr. Ciesinski was a consultant with Ernst & Young LLP.
The Board has determined that Mr. Ciesinski is independent in accordance with
the Company's corporate governance guidelines and applicable requirements of the
New York Stock Exchange and the Securities and Exchange Commission (the "SEC").
The Board has determined, based on his personal abilities, qualifications,
knowledge, judgment, character, leadership skills and executive experience, that
Mr. Ciesinski is qualified to serve on the Board and will make a positive
contribution to the Board. Mr. Ciesinski has not been a party to any transaction
involving the Company required to be disclosed under Item 404(a) of Regulation
S-K.
The current compensation paid to non-employee members of the Board as last
approved by the Board in December 2020, consists of an annual cash retainer of
$100,000 and an annual stock grant equal to $100,000 in value.
The Board has also appointed Mr. Ciesinski as a member of its Audit Committee
and its Corporate Governance Committee. Based on his (i) understanding of
generally accepted accounting principles and financial statements; (ii) ability
to assess the general application of such principles in connection with the
accounting for estimates, accruals and reserves under U.S. GAAP; (iii)
experience preparing, auditing, analyzing or evaluating financial statements
that present a breadth and level of complexity of accounting issues that are
generally comparable to the breadth and complexity of issues that can reasonably
be expected to be raised by the registrant's financial statements, or experience
actively supervising one or more persons engaged in such activities; (iv)
understanding of internal controls and procedures for financial reporting; and
(v) understanding of audit committee functions, the Board has determined that
Mr. Ciesinski is an "audit committee financial expert" as such term is defined
under the rules and regulations of the SEC.
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