Our President and Chief Executive Officer, Jason P. Wells, serves as a member of our Board but does not serve as a member of any of its standing committees. Our Board meets throughout the year with each of the Board committees typically meeting at least four times during the year.
The Board’s standing committees help the Board carry out its responsibility for risk oversight by focusing on the following specific key areas of risk:
| Board Committee | Responsibilities |
|---|---|
| Audit | Assists the Board in fulfilling oversight responsibility for the integrity of our financial statements, the qualifications, independence and performance of our independent auditors, the performance of our internal audit function, compliance with legal and regulatory requirements, our system of disclosure controls and internal controls and our system of enterprise risk management |
| Corporate Governance and Nominating | Identifies, evaluates and makes recommendations to the Board regarding nominees for director, recommends membership on the Board committees and oversees annual evaluations of the Board and management; reviews and recommends fee levels and other elements of compensation for non-employee directors and periodically reviews and makes recommendations regarding changes to our Corporate Governance Guidelines; reviews and makes any determinations required under applicable regulations with respect to any related party transactions involving a director, nominee for director, executive officer or members of their immediate families |
| Human Capital and Compensation | Oversees compensation for our senior officers, including salary and incentive compensation awards; administers incentive compensation plans, evaluates performance of the Chief Executive Officer and reviews management succession planning and development |
| Safety and Operations | Assists the Board in fulfilling its oversight responsibility for our safety matters, including our safety performance, strategy, risks and processes, as well as our utilities operations, including strategy, performance, emergency preparedness and response, risk management and compliance with regulations and standards |
The Board of Directors appoints committees of its members to help carry out its responsibilities. Currently, standing committees of the Board are the following:
Board Committee Composition
| Board Member | Audit | Corporate Governance and Nominating | Human Capital and Compensation | Safety and Operations** |
|---|---|---|---|---|
| Wendy M. Cloonan | Chair | Member | ||
| Barbara J. Duganier | Chair | Member | ||
| Laurie L. Fitch | Member | Member | ||
| Christopher H. Franklin | Member | Chair | ||
| Raquelle W. Lewis | Member | Member | ||
| Thaddeus J. Malik | Member | Member | Member | |
| Manuel B. Miranda | Member | Member | ||
| Theodore F. Pound | Member | Chair | ||
| Dean L. Seavers | Member | Member | Member | |
| Phillip R. Smith* |
As of April 16, 2025
*Independent Chair of the Board
**Safety and Operations Committee was formed in April of 2024
Additional information about our Board committees is available in our 2025 Proxy Statement.
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