DEF 14A 1 a2022proxystatement.htm DEF 14A Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
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[ ]Preliminary Proxy Statement
[ ]Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[X]Definitive Proxy Statement
[ ]Definitive Additional Materials
[ ]Soliciting Material Under §240.14a-12
CHESAPEAKE UTILITIES CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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Notice of Virtual 2022 Annual Meeting of Stockholders
Wednesday, May 4, 2022 ▪ 9:00 a.m. Eastern Time
March 22, 2022
Dear Stockholder,
On May 4, 2022, Chesapeake Utilities Corporation (the "Company") will hold its 2022 Annual Meeting of Stockholders (the "Meeting"). In keeping with the safety precautions adopted in response to the continuing novel coronavirus disease ("COVID-19") pandemic, and out of concern for the health and safety of our stockholders, directors, and members of management, the Meeting will be held in a virtual meeting format only. There will be no physical location for stockholders to attend the Meeting. Stockholders will be able to listen, vote and submit questions. If you plan to participate in the virtual Meeting, please see the Instructions for the Virtual Annual Meeting section in the attached Proxy Statement. Stockholders may participate in the Meeting by logging in at www.virtualshareholdermeeting.com/CPK2022. Stockholders of record at the close of business on March 9, 2022 will be asked to vote on the following matters:
ProposalDescription of ProposalBoard Recommendation
Proposal 1Election of one Class I director and three Class II directors named in the attached Proxy Statement
FOR each nominee
Proposal 2Non-binding advisory vote to approve the compensation of the Company's Named Executive OfficersFOR
Proposal 3Non-binding advisory vote to ratify the appointment of the Company’s independent registered public accounting firmFOR
Stockholders will also transact any other business that is properly brought before the Meeting and at any adjournment or postponement of the Meeting. For any other business that is properly brought before the Meeting, the appointed proxies are authorized to vote pursuant to their discretion.
Your vote is important and we encourage you to vote as soon as possible even if you plan to participate in the virtual Meeting.
InternetType www.proxyvote.com in your internet browser and enter the control number on your Notice of Proxy Materials or on your proxy card.
Mobile DeviceScan the QR code on your Notice of Proxy Materials or on your proxy card with your mobile device and enter the control number.
TelephoneDial toll free (800) 690-6903 to reach our agent and follow the telephone prompts.
MailIf you receive a paper copy of the proxy materials by mail, cast your ballot, sign and date your proxy card, and mail it in the enclosed envelope.
Please read the attached Proxy Statement for additional information on the matters we are asking you to vote on.
If you own shares through your bank, broker or other institution, you will receive separate instructions on how you can vote the shares you own in those accounts.
Thank you for your investment in Chesapeake Utilities Corporation.
Sincerely,
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James F. Moriarty
Executive Vice President, General Counsel, Corporate Secretary and Chief Policy and Risk Officer
Important Notice Regarding the Availability of Proxy Materials. This Notice for the Virtual 2022 Annual Meeting of Stockholders to be held on May 4, 2022, the attached Proxy Statement (which includes instructions for attending our virtual Annual Meeting), and our 2021 Annual Report are available at www.chpk.com/proxymaterials.
500 Energy Lane, Dover, DE 19901 ▪ www.chpk.com ▪ (888) 742-5275



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TABLE OF CONTENTS
1Proxy Statement
2Proposals
3Audit Related Matters
4Board of Directors and Its Committees
5Corporate Governance and Stock Ownership
6Our Engaging Culture
7Director and Executive Compensation
8Other Important Information



GLOSSARY OF TERMS
Terms, abbreviations and acronyms, as used in this Proxy Statement.
2015 Cash Plan:The Company's Cash Bonus Incentive Plan as approved by our stockholders in May 2015
2019 Equity Incentive Award:An equity incentive award granted by the Compensation Committee pursuant to the SICP for the 2019-2021 performance period
2019-2021 Transitional Equity Incentive Award:A transitional equity incentive award granted by the Compensation Committee pursuant to the SICP for the 2019-2021 performance period in connection with the executive's increased responsibilities or commensurate with the executive's position
2020 Equity Incentive Award:
An equity incentive award granted by the Compensation Committee pursuant to the SICP for the 2020-2022 performance period
2021 Equity Incentive Award:
An equity incentive award granted by the Compensation Committee pursuant to the SICP for the 2021-2023 performance period
Baker Tilly:Baker Tilly US, LLP, the Company's independent registered public accounting firm, or our external audit firm
Bylaws:The Company's Amended and Restated Bylaws, as amended through May 8, 2019
Board:The Company's Board of Directors
Cash Incentive Award:
A cash incentive award granted by the Compensation Committee pursuant to the 2015 Cash Plan for the 2021 performance period
Chesapeake Utilities or Company:Chesapeake Utilities Corporation, its divisions and subsidiaries, as appropriate in the context of the disclosure
COVID-19:An infectious disease caused by a newly discovered coronavirus
FW Cook:Frederic W. Cook & Co., Inc., the Compensation Committee's independent compensation consultant
Deferred Compensation Plan:A non-qualified, deferred compensation plan under which compensation may be deferred by eligible participants
Delmarva Peninsula:A peninsula on the east coast of the U.S. occupied by Delaware and portions of Maryland and Virginia
EPS:Basic earnings per share (consolidated unless otherwise noted)
Exchange Act: The Securities Exchange Act of 1934, as amended
FASB:Financial Accounting Standards Board
FPU:Florida Public Utilities Company, a wholly-owned subsidiary of Chesapeake Utilities
IRS:Internal Revenue Service
Named Executive Officer or NEO:Individuals as defined in Item 402(a)(3) of Regulation S-K are collectively referred to as "Named Executive Officers" or "NEOs."
NYSE:New York Stock Exchange
PCAOB:
Public Company Accounting Oversight Board
Pension Plan:
A defined benefit pension plan sponsored by the Company which was terminated in 2021
Pension SERP:An unfunded supplemental executive retirement pension plan sponsored by the Company
Retirement Savings Plan:The Company's qualified 401(k) retirement savings plan
ROE:Return on equity
SEC:Securities and Exchange Commission
SICP:The Company's 2013 Stock and Incentive Compensation Plan as approved by our stockholders in May 2013 and amended by the Compensation Committee of the Board in January 2017
TSR:Total shareholder return



1 - PROXY STATEMENT
Chesapeake Utilities Corporation’s virtual 2022 Annual Meeting of Stockholders (the "Meeting") will be held on May 4, 2022 at 9:00 a.m. Eastern Time. In keeping with the safety precautions adopted in response to the novel coronavirus disease ("COVID-19") pandemic, and out of our concern for the health and safety of our stockholders, directors, and members of management, the Meeting will be held in a virtual meeting format only. There will be no physical location for stockholders to attend the Meeting. A virtual meeting format provides our stockholders with an opportunity to attend and participate in the Meeting. If you plan to participate in the virtual Meeting, please see the Instructions for the Virtual Annual Meeting section in this Proxy Statement. Stockholders may participate in the Meeting by logging in at www.virtualshareholdermeeting.com/CPK2022. In accordance with rules promulgated by the SEC, we are using the internet as our primary means of furnishing proxy materials to stockholders. Consequently, most stockholders will receive a Notice of Internet Availability of Proxy Materials (“Notice of Proxy Materials”), which will provide instructions for electronically accessing our Proxy Statement and 2021 Annual Report, as well as instructions for requesting a paper copy of these materials. The Notice of Proxy Materials will also provide instructions for methods available to submit your vote on the proposals described below. Whether or not you plan to participate in the virtual Meeting, we encourage you to submit your vote prior to the Meeting using any one of the convenient methods provided in the Voting Information section of this Proxy Statement. The proxy materials describe each matter to be voted on by the stockholders, and information on the Company and its practices. The Notice of Virtual 2022 Annual Meeting of Stockholders, this Proxy Statement, and the Proxy Card are being furnished to our stockholders on or about March 22, 2022. We ask that you review each matter to be voted on at the Meeting and vote your shares using the methods described in this Proxy Statement. We thank you for your investment in the Company.
Summary of Proposals and Board Recommendations
This summary is an overview of information that you will find elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting. With regard to Proposal 1, if elected, directors are subject to the Company’s Bylaws, including the current age eligibility requirement.
Proposal NumberDescriptionBoard of Directors' Vote Recommendation
1
Election of one Class I director for a two-year term ending in 2024 and three Class II directors for a three-year term ending in 2025 and until their successors are elected and qualified
FOR each nominee
2
Non-binding advisory vote to approve the compensation of the Company's Named Executive Officers

FOR
3Non-binding advisory vote to ratify the appointment of the Company's independent registered public accounting firmFOR
PROPOSAL 1: On October 6, 2021, the Board increased the size of the Board from eleven to twelve directors and appointed Lisa G. Bisaccia to fill the resulting vacancy, effective October 15, 2021. Pursuant to the Company’s Bylaws a director chosen to fill a vacancy holds office until the next annual meeting of stockholders, at which such director will be nominated for election. In November 2021, Eugene H. Bayard, a valued member of the Company's Board of Directors and Corporate Governance Committee, passed away. Accordingly, the Board decreased the total number of directors constituting the entire Board from twelve to eleven directors, effective November 4, 2021. On February 23, 2022, the Board confirmed the size of the Board at eleven directors and upon recommendation of the Corporate Governance Committee nominated the following four incumbent directors: i) Lisa G. Bisaccia to serve as a Class I director until the 2024 Annual Meeting of Stockholders and until Ms. Bisaccia's successor is elected and qualified, and ii) Jeffry M. Householder, Lila A. Jaber, and Paul L. Maddock, Jr. to serve as Class II directors until the 2025 Annual Meeting of Stockholders and until their successors are elected and qualified. If elected, directors are subject to the Company’s Bylaws, including the current age eligibility requirement. The Board recommends that stockholders vote FOR each nominee. As summarized below, these directors, along with the entire Board, have a diverse combination of leadership, professional skills and experience that support our business and long-term strategic focus.
Board members promote a culture of equity, diversity and inclusion that represents and reflects the diverse communities we serve. A combination of different backgrounds, skills, experiences and perspectives enables the Board as a whole to provide effective oversight of our business operations, assess and respond to the ever-evolving business landscape, and develop opportunities that contribute to societal advancement and create sustainable long-term shareholder value. Our culture of equity, diversity and inclusion has led to an average annualized shareholder return for the past 1, 3, 5, 10 and 20 year periods ended December 31, 2021 that ranges from 16% to 37%. The matrix on the following page provides additional information on the diverse backgrounds, skills and experiences represented on the Board, as of the date of this Proxy Statement, through service on the Company’s Board, personal relationships, or professional achievements.
CHESAPEAKE UTILITIES CORPORATION - 2022 Proxy Statement - 1


100% INDEPENDENCE among the non-management directors serving on the Board.
3 FEMALE DIRECTORS AND 2 ETHNICALLY DIVERSE DIRECTORS (1 of Middle Eastern descent and 1 African American director).
GENDER AND/OR ETHNIC DIVERSITY represented on the audit, corporate governance and compensation committees.
BOARD APPROVED GUIDELINES set the tone at the top for the promotion of equity, diversity and inclusion.
DIRECTOR TENURE RANGES FROM 0 TO 25 YEARS, blending experience and diversity, with a new director added in each 2019, 2020 and 2021.
ESTABLISHED BOARD EVALUATION PROCESS and mandatory retirement age policy of 75.
Director Knowledge, Skills and Experience
BisacciaBresnanForsytheHillHouseholderHudsonJaberMaddockC. MorganD. MorganSchimkaitis
Energy Industryüüüüüüüüüü
Renewable, RNG, Hydrogen, and Alternativeüüüüüüüüüü
Risk Managementüüüüüüüüü
Strategic Planning/Developmentüüüüüüüüü
Legal/Regulatory/Government Affairsüüüüüü
Human Capital Management/Organizational Developmentüüüüüüüüü
Succession Planningüüüüüüüüüü
Equity, Diversity and Inclusionüüüüüüüüüüü
ESG & Community Stewardship and Relationshipsüüüüüüüüüüü
Treasury, Capital Markets and Economicüüüüüüü
Accounting and Financeüüüüüü
Mergers and Acquisitionsüüüüüüüüüüü
Technology and Cybersecurityüüüüü
Marketing and Communicationsüüüüüüüü
Diversity of Experience
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CHESAPEAKE UTILITIES CORPORATION - 2022 Proxy Statement - 2


We highlight below the director nominees, which, along with the entire Board, have a diverse combination of leadership, professional skills and experience that supports our business and long-term strategic focus.
 Class II DirectorsAgeDirector SincePrincipal OccupationIndependentCommittee MembershipsExperience and Skills
Jeffry M. Householder642019
President & CEO, Chesapeake Utilities Corporation
No
Investment Committee Chair
Extensive natural gas industry and regulatory experience
Extensive leadership capabilities and strategic foresight
Knowledge of the business and economic climates in our service territories
Lila A. Jaber552020
President,
Jaber Group Inc.
Yes
Corporate Governance Committee Member
Extensive experience in strategy, ethics, and government affairs, with active and recognized support of diversity and inclusion, including as founder of Florida's Women in Energy Leadership Forum
Established relationships with colleagues and members of the business and political community throughout Florida
In depth knowledge of the energy industry and regulatory policy, including recognition as one of Florida Trend's 500 Influential Leaders in Florida (Energy)
Paul L. Maddock, Jr.722009
Chief Executive Officer & Manager,
Palamad, LLC
Yes
Corporate Governance Committee Member
Extensive public company board and utility experience, including bank board experience
Expertise in a broad range of real estate matters
In-depth knowledge of the business and economic climate in Florida
 Class I DirectorAgeDirector SincePrincipal OccupationIndependentCommittee MembershipsExperience and Skills
Lisa G. Bisaccia
652021
Retired Executive Vice President and Chief Human Resources Officer,
CVS Health
Yes
Compensation Committee Member
Extensive expertise in compensation, benefits, and human capital management practices
Expertise in organizational diversity and inclusion and corporate social responsibility and philanthropy
Strategic and operations leadership in a regulated industry

PROPOSAL 2: With respect to Proposal 2, the Board recommends that stockholders vote, on an advisory basis, FOR the approval of the compensation of the Company's NEOs.
Executive Compensation. In 2021, approximately 98% of the votes cast by stockholders “approved” the compensation of the NEOs as disclosed in the Company's 2021 Proxy Statement. The Compensation Committee considered stockholders’ widespread support for the Compensation Committee’s executive compensation decisions, program and policies, and took into account several other factors in evaluating our executive compensation program as discussed in the Compensation Discussion and Analysis section of this Proxy Statement. The Compensation Committee also reviewed and evaluated information provided by FW Cook, as well as peer group data. Our success rests on the strength and dedication of our team, our diverse, inclusive and collaborative culture, and our award winning corporate governance practices, all of which contributed to our strong financial performance in 2021. As such, the Compensation Committee did not make any changes to executive compensation or apply a discretionary adjustment to the incentive awards for 2021.
The Compensation Committee focuses on aligning total compensation of our named executive officers with our business objectives, thereby increasing stockholder value. Total compensation is comprised of: (i) base salary, which is a fixed element of compensation and is set at levels to attract and retain executive officers with skills and qualities that align with our culture and strategic goals, and (ii) short-term cash and long-term equity incentive compensation, which are two at-risk elements of compensation that incentivize executive officers based upon the achievement of pre-established financial and non-financial performance metrics over an annual period (in the case of the short-term cash incentive awards), and pre-established financial metrics over a three-year performance period (in the case of the long-term equity incentive awards).
CHESAPEAKE UTILITIES CORPORATION - 2022 Proxy Statement - 3


Our compensation practices include the following:
The Compensation Committee is comprised of independent directors who retain discretion over the administration of our executive compensation program and discretion in determining the achievement of performance
The Compensation Committee retains an independent compensation consultant who advises on our executive compensation program and other matters
The Compensation Committee annually reviews the executive compensation program to ensure alignment with the Company's objectives
The executive compensation program uses multiple performance measures that focus on both short-term performance, as well as long-term execution of our strategic plan, and features a cap on the maximum amount that can be earned for any performance period
The Compensation Committee considers peer group and benchmarking data in its review of the executive compensation program
Executive compensation is tied to performance, thereby aligning a significant portion of compensation with the interests of stockholders
Executive officers are evaluated using a variety of quantitative metrics, including TSR relative to a peer group under the long-term incentive plan
Executive officers are subject to a compensation recovery policy
Executive officers participate in the same benefits that are available to other employees, have a cap on their life insurance benefit, and receive no perquisites other than a Company vehicle that is available for personal use, but which is treated as compensation
Executive officers do not receive excise tax gross-up protections
Executive officers receive dividends on equity incentive awards only to the extent the awards are earned and in proportion to the shares actually earned
Executive officers may not engage in hedging transactions and may not pledge any Company stock
Executive officers are subject to a double-trigger change-in-control vesting provision under the SICP

PROPOSAL 3: With respect to Proposal 3, the Board recommends a vote FOR the ratification of the appointment of Baker Tilly US, LLP as the Company's independent registered public accounting firm for 2022. On February 22, 2022, the Audit Committee approved the reappointment of Baker Tilly to serve as our external audit firm for 2022. Baker Tilly (independently or through a legacy firm) has served as the Company's external audit firm since 2007. In determining whether to reappoint Baker Tilly as our external audit firm, the Audit Committee took into consideration several factors, including an assessment of the professional qualifications and past performance of the Lead Audit Partner and the audit team, the quality and level of transparency of the Audit Committee’s relationship and communications with Baker Tilly, and the length of time the firm has been engaged. The Audit Committee considered, among other things, Baker Tilly’s expanding energy practice and the knowledge and skills of Baker Tilly’s auditing experts that would be providing services to the Company. In 2021, each member of the Audit Committee, as well as members of management and Internal Audit, completed an evaluation of the quality of the audit services rendered in 2020. The Audit Committee analyzed the results of the assessment, which provided the Audit Committee with additional insight into the effectiveness and objectivity of the external audit firm. The Chair of the Audit Committee and the Chief Financial Officer communicated the results of the evaluation process to Baker Tilly’s Lead Audit Partner. We will undertake the same process in 2022 for 2021's audit services.

Voting Information
Meeting Time, Date and Location
The Meeting will be held at 9:00 a.m. Eastern Time on Wednesday, May 4, 2022. The Meeting will be held in a virtual meeting format only. If you plan to participate in the virtual Meeting, please see the Instructions for the Virtual Annual Meeting section in this Proxy Statement. Stockholders may participate in the Meeting by logging in at www.virtualshareholdermeeting.com/CPK2022. There will be no physical location for shareholders to attend the Meeting.
CHESAPEAKE UTILITIES CORPORATION - 2022 Proxy Statement - 4


Who May Vote
Holders of the Company's common stock at the close of business on March 9, 2022, the record date established by the Board, are entitled to vote at the Meeting. As of the record date, there were 17,696,930 shares of our common stock outstanding. These shares of common stock are our only outstanding class of voting equity securities. Each share of common stock is entitled to one vote on each matter submitted to the stockholders for a vote. The Company's executive officers and directors, collectively, have the power to vote 2.58% of these shares.
Proposals Requiring Your Vote
The proposals to be voted on at the Meeting are provided below, along with the required vote for each proposal to be adopted, and the effect of abstentions and broker non-votes on each proposal. The named executive officers and directors intend to vote their shares of common stock FOR each nominee in Proposal 1 and FOR each of Proposals 2 and 3. With regard to Proposal 1, if elected, directors are subject to the Company’s Bylaws, including the current age eligibility requirement.
ProposalDescription of ProposalBoard RecommendationVote Required for the Proposal to be AdoptedEffect of AbstentionsEffect of Broker Non-Votes
Proposal 1
Election of one Class I director for a two-year term ending in 2024 and three Class II directors for a three-year term ending in 2025 and until their successors are elected and qualified
FOR each nominee
Plurality of the votes cast by the holders of shares present at the Meeting or represented by proxy and entitled to vote at the Meeting No effectNo effect
Proposal 2Non-binding advisory vote to approve the compensation of the Company's Named Executive OfficersFORApproved, on a non-binding advisory basis, if a majority of the shares present at the Meeting or represented by proxy and entitled to vote support the proposalTreated as votes against proposalNo effect
Proposal 3Non-binding advisory vote to ratify the appointment of the Company's independent registered public accounting firmFORApproved, on a non-binding advisory basis, if a majority of the shares present at the Meeting or represented by proxy and entitled to vote support the proposalTreated as votes against proposalBrokers have discretion to vote
The appointed proxies will vote pursuant to their discretion on any other matter that is properly brought before the Meeting and at any adjournment or postponement of the Meeting in accordance with our Bylaws. The Company is not aware of any other matter to be presented at the Meeting.
Instructions for the Virtual Annual Meeting
Participating in the Virtual Meeting. In keeping with the safety precautions adopted in response to COVID-19, this year's Meeting will be a virtual meeting. There will be no physical meeting location. A virtual meeting format offers the same participation opportunities as those opportunities available to stockholders at in-person meetings. Stockholders will be able to listen, vote and submit questions. To participate in the Meeting visit www.virtualshareholdermeeting.com/CPK2022 using your desktop or mobile device and enter your name and the control number included on your Notice of Proxy Materials or your proxy card. Once you login to www.virtualshareholdermeeting.com/CPK2022 and enter the control number included on your Notice of Proxy Materials or your proxy card, you may submit a question until the adjournment of the Meeting. Only questions pertinent to matters related to the Meeting will be answered during the Meeting, subject to time constraints. Any questions pertinent to matters related to the Meeting that cannot be answered during the Meeting due to time constraints will be responded to by management either telephonically or by email communication. The virtual platform for the Meeting is supported across numerous browsers. The Meeting will begin promptly at 9:00 a.m. Eastern Time on May 4, 2022. If you need technical assistance with the meeting platform when logging into the Company's virtual Meeting or prior to adjournment of the Meeting, please call the dedicated technical support number provided at www.virtualshareholdermeeting.com/CPK2022. Representatives will be available beginning at 8:45 a.m. Eastern Time. A recording of the Meeting will not be available after the adjournment of the Meeting.
CHESAPEAKE UTILITIES CORPORATION - 2022 Proxy Statement - 5


Voting Instructions
Stockholders of Record. If you are a registered stockholder and receive a Notice of Proxy Materials, you may vote by telephone or through the internet prior to or at the Meeting. You may not vote by marking the Notice of Proxy Materials and returning it. If you received a paper copy of the proxy materials by mail, you may also vote by completing and returning your proxy card. Your shares will be voted at the Meeting if your proxy card or other method of voting is properly submitted and not subsequently revoked. If your proxy card or other method of voting is incomplete or if you do not provide instructions with respect to any of the proposals, your shares will be voted in line with management's and the Board's recommendation for each Proposal and pursuant to the appointed proxy's discretion for any other business properly brought before the Meeting. If it is unclear as to how you intended to vote (e.g., multiple selections are made for one proposal), your proxy will be voted pursuant to the discretion of the appointed proxy.
Beneficial Ownership. If you held shares of our common stock through a bank, broker, trustee, nominee, or other institution (called “street name”) on March 9, 2022, you are entitled to vote on the matters described in this Proxy Statement. You will receive instructions through your bank, broker, trustee, nominee, or institution with regards to this Proxy Statement, any other solicitation materials, and voting. If you do not provide voting instructions to your bank, broker, trustee, nominee, or institution, your shares may constitute “broker non-votes” on certain proposals. Generally, broker non-votes occur on a non-routine proposal where a broker is not permitted to vote on that proposal without instructions from the beneficial owner. Broker non-votes are counted as present for purposes of determining whether there is a quorum, but are not counted for purposes of determining whether a matter has been approved. If you do not provide voting instructions, your institution will not be permitted to vote your shares on Proposal 1 - election of directors and Proposal 2 - non-binding advisory vote to approve the compensation of the Company's Named Executive Officers. However, your institution will be able to vote your shares on Proposal 3 - non-binding advisory vote to ratify the appointment of our independent registered public accounting firm. As a result, if you do not provide voting instructions to your institution, your shares will have no effect on the outcome of Proposals 1 and 2. If you plan to virtually attend the Meeting, you will need to receive a valid proxy from your institution if you intend to vote your shares at the Meeting.

Methods Available for Voting
Your vote is important and we encourage you to vote as soon as possible, even if you plan to virtually attend the Meeting. You may virtually attend the Meeting and electronically cast your vote before voting is declared closed at the Meeting, even if you submitted your vote using any of the methods below. Each of these voting methods are available 24/7 for your convenience.
Internet
Type www.proxyvote.com in your internet browser and enter the control number on your Notice of Proxy Materials or on your proxy card.
Mobile DeviceScan the QR code on your Notice of Proxy Materials or on your proxy card with your mobile device and enter the control number.
TelephoneDial toll free (800) 690-6903 to reach our agent and follow the telephone prompts.
MailIf you receive a paper copy of the proxy materials by mail, cast your ballot, sign and date your proxy card, and mail it in the enclosed envelope.
If you own shares through your bank, broker or other institution, you will receive instructions through your representative with regards to this Proxy Statement, any other solicitation materials, and voting the shares you own in those accounts. We will reimburse the institutions for reasonable expenses incurred in connection with their solicitation.

Signing the Proxy - Stockholder Representatives or Joint Stockholders
If you are an authorized officer, partner or other agent voting shares on behalf of a corporation, limited liability company, partnership or other legal entity, you should sign in the entity name and indicate your name and title when the vote is submitted. If you are an agent, attorney, guardian or trustee voting on behalf of a registered stockholder, you should also indicate your title with your signature when the vote is submitted. If you own stock with multiple parties, each party should sign their individual name. If stock is registered in the name of a decedent and you are an executor, or an administrator, of the decedent’s estate, you should sign your name, indicate your title following your signature, and attach legal instruments showing your qualification and authority to act in this capacity.
CHESAPEAKE UTILITIES CORPORATION - 2022 Proxy Statement - 6


2 - PROPOSALS
Proposal
ELECTION OF DIRECTORS
1
The Board recommends a vote FOR each of the director nominees.
The Board, upon recommendation of the Corporate Governance Committee, nominated four incumbent directors - Lisa G. Bisaccia, Jeffry M. Householder, Lila A. Jaber, and Paul L. Maddock, Jr. The Board has a diverse combination of leadership, professional skills, perspectives, backgrounds and experience that supports our business and long-term strategic focus.
Board Composition and Voting
General Information. As of the date of this Proxy Statement, the entire Board consists of eleven directors divided into three classes. Directors are elected to serve three-year terms by a plurality of the votes cast by the holders of the shares present at the Meeting or represented by proxy and entitled to vote at the Meeting. Our director resignation policy, which is set forth in our Corporate Governance Guidelines, applies when a director nominee receives more “withhold” votes than “for” votes in an uncontested director election at a stockholder meeting. 
Voting for Director Nominees. Each share of our common stock is entitled to one vote. You may authorize a proxy to vote your shares on the election of directors. A proxy that withholds authority to vote for a particular nominee will count neither for nor against the nominee.
Nominees for Election
Director Nomination Process. Prior to nominating directors, the Corporate Governance Committee considers each candidate selected and the criteria described under the Board of Directors section of this Proxy Statement. The Corporate Governance Committee considers each individual candidate in the context of the Board as a whole with the objective of nominating individuals who the Corporate Governance Committee believes will contribute to the Company’s success as a result of their education, job experience, industry knowledge, market knowledge and expertise. The Corporate Governance Committee seeks individuals who demonstrate integrity, judgment, leadership and decisiveness in their business dealings. The Corporate Governance Committee also seeks individuals who, with the other directors, will give the Board a diverse combination of leadership, professional skills, and experience that supports our business and long-term strategic focus, and that reflects the diverse backgrounds and perspectives of the communities in which the Company operates. Directors should be able to commit the requisite time for preparation and attendance at Board and Committee meetings, as well as be able to participate in other matters necessary to ensure good corporate governance. The Board reflects a broad range of leadership, professional skills, and diverse experiences and perspectives; corporate governance and board service experience; knowledge of the markets in which we conduct business; economic and financial expertise; industry experience; strategic planning; public affairs experience; academia experience; and entrepreneurism.
Director Nominations. On October 6, 2021, the Board increased the size of the Board from eleven to twelve directors and appointed Lisa G. Bisaccia to fill the resulting vacancy, effective October 15, 2021. Pursuant to the Company’s Bylaws a director chosen to fill a vacancy holds office until the next annual meeting of stockholders, at which such director will be nominated for election. In November 2021, Eugene H. Bayard, a valued member of the Company's Board of Directors and Corporate Governance Committee, passed away. Accordingly, the Board decreased the total number of directors constituting the entire Board from twelve to eleven directors, effective November 4, 2021. On February 23, 2022, the Board confirmed the size of the Board at eleven directors and upon recommendation of the Corporate Governance Committee nominated the following four incumbent directors: i) Lisa G. Bisaccia to serve as a Class I director until the 2024 Annual Meeting of Stockholders and until Ms. Bisaccia's successor is elected and qualified, and ii) Jeffry M. Householder, Lila A. Jaber, and Paul L. Maddock, Jr. to serve as Class II directors until the 2025 Annual Meeting of Stockholders and until their successors are elected and qualified. If elected, directors are subject to the Company’s Bylaws, including the current age eligibility requirement. Also, if prior to the election, any of the nominees become unable or unwilling to serve as a director of the Company, all proxies will be voted for any substitute nominee who may be designated by the Board based on the recommendation of the Corporate Governance Committee. The Company’s Bylaws provide the framework for director nominations and director eligibility for election or re-election as a director of the Company.
Director Family Relationships. There are no family relationships among any of our directors, nominees for directors, or executive officers.
Director Biographies, Key Attributes, Experience and Skills. Descriptions of the director nominees and continuing director's principal occupation and employment, principal business, affiliations, and other business experience during the past five years are provided beginning on the next page.
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DIRECTOR NOMINEE - CLASS I - TERM EXPIRES IN 2024
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LISA G. BISACCIA
Ms. Bisaccia retired in February 2021 as Executive Vice President and Chief Human Resources Officer of CVS Health. During her tenure at CVS Health, Ms. Bisaccia focused on employee engagement and organizational culture, launched companywide talent management and leadership development systems, managed large-scale acquisitions, ensured organizational diversity and inclusion, and oversaw CVS Health’s corporate social responsibility and philanthropy. Ms. Bisaccia is the Chair of the Board of Trustees of Trinity College, serves on the National Board of Governors for the Boys and Girls Clubs of America, and is the immediate past National Chair for Go Red for Women. Ms. Bisaccia volunteers at the Care New England Health Care System as a member of the Quality Committee of Women and Infants Hospital, and formerly served as a Director of Aramark Corporation and a member of its Nominating and Corporate Governance Committee and Compensation and Human Resources Committee. Ms. Bisaccia previously served as a member of the Board of Directors of the Human Resources Policy Association and the American Health Policy Institute, and as Vice Chair of the Center for Executive Compensation. Ms. Bisaccia was formerly recognized in the Worldwide Top 100 Chief Human Resources Officer list published by TopCHRO.
Director since 2021
Independent Director
Age 65
Compensation Committee Member

Key Attributes and Skills:
Extensive expertise in compensation, benefits, and human capital management practices
Expertise in organizational diversity and inclusion and corporate social responsibility and philanthropy
Strategic and operations leadership in a regulated industry
DIRECTOR NOMINEES - CLASS II - TERMS EXPIRE IN 2025
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JEFFRY M. HOUSEHOLDER
Mr. Householder was appointed as President and Chief Executive Officer of Chesapeake Utilities Corporation effective January 1, 2019. He previously served as President of Florida Public Utilities Company from 2010 until December 31, 2018. Mr. Householder has more than 30 years of experience in the energy industry and has served in leadership positions with TECO Energy Peoples Gas, West Florida Gas Company, Florida City Gas, and Tallahassee Utilities. He serves on the Boards of the American Gas Association, the Edison Electric Institute, the Southern Gas Association, and the Florida Natural Gas Association. Mr. Householder is a member of the Delaware Business Roundtable and serves on its Executive Committee, which focuses on the business and economic climate of Delaware and fostering growth in Delaware.
Director since 2019
President and CEO,
Chesapeake Utilities Corporation
Age 64
Investment Committee Chair


Key Attributes and Skills:
Extensive natural gas industry and regulatory experience
Extensive leadership capabilities and strategic foresight
Knowledge of the business and economic climates in our service territories
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LILA A. JABER
Ms. Jaber is Owner and President of Jaber Group Inc., a consulting firm that provides strategic and regulatory advice to national clients on business, regulatory, and economic development issues including workforce development and stakeholder engagement. Ms. Jaber is also managing member of Maclay Investments, L.L.C. With 30 years of regulatory policy and government agency expertise, Ms. Jaber retired in 2019 from one of Florida’s leading law firms, Gunster Yoakley & Stewart where she served as Regional Managing Shareholder and successfully built and led a statewide regulatory and legislative government affairs practice. Earlier in her career, Ms. Jaber served two terms as both Commissioner and Chair of the Florida Public Service Commission (1995-2005) overseeing the state’s implementation of economic regulatory policy and procedures for the energy, natural gas, water, and telecommunications industries. Ms. Jaber is the architect of Florida’s Women in Energy Leadership Forum that annually highlights the workforce and economic development contributions of the electric and natural gas industries. Ms. Jaber launched a monthly publication entitled The Power Source, Igniting the Future of Florida to inform, inspire and motivate professionals. Effective November 1, 2020, Ms. Jaber was appointed to serve as a member of the Board of Corix Group of Companies, a privately held corporation. In 2021, Ms. Jaber was recognized in Women in Leadership 2021 published by The Forum of Executive Women and in 2021 by the Florida Trend as one of Florida’s Most Influential Leaders (energy). Ms. Jaber’s alma mater is Stetson University where she serves as a trustee and chair of its Committee on Trusteeship. Ms. Jaber is General Counsel and past chair of Leadership Florida, a member of the Advisory Board and vice-chair of Florida Civic Advance, former vice-chair and founding member of the Big Bend Minority Chamber of Commerce, and past inaugural chair of the City of Tallahassee’s Independent Ethics Board.
Director since 2020
Independent Director
Age 55
Corporate Governance Committee Member
Key Attributes and Skills:
Extensive experience in strategy, ethics, and government affairs, with active and recognized support of diversity and inclusion, including as founder of Florida's Women in Energy Leadership Forum
Established relationships with colleagues and members of the business and political community throughout Florida
In-depth knowledge of the energy industry and regulatory policy, including recognition as one of Florida Trend's 500 Influential Leaders in Florida (Energy)
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PAUL L. MADDOCK, JR.
Mr. Maddock is the Chief Executive Officer and Manager of Palamad, LLC, a real estate holding company located in Palm Beach, Broward, and Dade counties. Mr. Maddock is a member of the Board, Corporate Governance, and Executive Committees of W.C. & A.N. Miller Company, a real estate company in Washington, D.C. He served as a Director and member of the Audit, Compensation and Executive Committees of FPU prior to its acquisition by Chesapeake Utilities. He previously served as Director, Audit Committee Chair, and Executive Committee member of Lydian Bank and Trust, as well as a member of the Boards of PRB Energy, Inc., Wachovia Bank of Florida, 1st United Bank and Trust, and Island National Bank and Trust. Mr. Maddock is the President of THRIFT, Inc., a Palm Beach charitable organization, Member and Director of The Everglades Club, and Director of The Brown University Sports Foundation. Mr. Maddock is a former Director of the Good Samaritan Hospital.
Director since 2009
Independent Director
Age 72
Corporate Governance Committee Member

Key Attributes and Skills:
Extensive public company board and utility experience, including bank board experience
Expertise in a broad range of real estate matters
In-depth knowledge of the business and economic climate in Florida
CHESAPEAKE UTILITIES CORPORATION - 2022 Proxy Statement - 9


CONTINUING DIRECTORS - CLASS III - TERMS EXPIRE IN 2023
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THOMAS J. BRESNAN
Mr. Bresnan is an entrepreneur who owns and has served as President of Denver Accounting Services since 2014. He is the owner of Bresnan Enterprises, Inc. and served as President of the Career School of the Rockies from 2012 to 2020. He served as President of Global LT, a language and cross-cultural training company from 2017 until 2019 and has served as a member of its Board since 2014. From 2008-2012, Mr. Bresnan served as a majority stockholder, President and Chief Executive Officer of Schneider Sales Management, LLC. He previously served as a member of the Board, and President and Chief Executive Officer of New Horizons Worldwide, Inc., an information technology training company. He also served as President of Capitol American Life Insurance, Chief Financial Officer at Capitol American Finance, and held positions at Arthur Andersen & Co.
Director since 2001
Independent Director
Age 69
Audit Committee Chair and Financial Expert
Investment Committee Member


Key Attributes and Skills:
Extensive leadership, technology, sales and marketing experience
In-depth experience in acquisitions and the post integration process
Financial and Audit Committee expertise

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RONALD G. FORSYTHE, JR.
Dr. Forsythe has served as Chief Executive Officer of Qlarant Corporation since July 2015. Qlarant Corporation previously operated as Quality Health Strategies until its comprehensive rebranding and new name formation in February 2018. He served as President of Quality Health Strategies from July 2015 until February 2018 and as its Chief Operating Officer from 2012-2015. He previously served as Chief Information Officer and Vice President of Technology and Commercialization at the University of Maryland Eastern Shore, and as an IT consultant for a large water and wastewater utility. He has served as a member of the Regional Advisory Board of Branch Banking and Trust Company, the Board of the Peninsula Regional Medical Center Foundation, and on the Higher Education Advisory Boards for Sprint Corporation and Gateway Computers. Dr. Forsythe also previously served as a member of Quality Health Foundation, and Horizons® at the Salisbury School. He is a NACD Board Leadership Fellow and was recognized by Savoy Magazine as one of 2017’s Most Influential Black Corporate Directors.
Director since 2014
Independent Director
Age 53
Audit Committee Member and Financial Expert
Compensation Committee Member

Key Attributes and Skills:
Extensive experience in leadership, organizational positioning, energy, community engagement, and technology including cyber security
Established relationships with colleagues and members of the community throughout the Delmarva Peninsula
Financial and Audit Committee expertise
CHESAPEAKE UTILITIES CORPORATION - 2022 Proxy Statement - 10


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DIANNA F. MORGAN
Ms. Morgan retired in 2001 from Walt Disney World Company where she served as Senior Vice President of Public Affairs and Human Resources. She previously oversaw the Disney Institute - a leader in experiential training, leadership development, benchmarking and cultural change for business professionals around the world. Ms. Morgan is a member of the Boards of Marriott Vacations Worldwide Corporation and Hersha Hospitality Trust. Ms. Morgan serves as Chair of Marriott's Compensation Policy Committee, and a member of the Nominating and Corporate Governance Committee. She also serves as Chair of Hersha's Risk Sub-Committee, and as a member of Hersha's Audit, Compensation, and Nominating and Corporate Governance Committees. In 2021, Ms. Morgan was recognized in Women in Leadership 2021 published by The Forum of Executive Women. Ms. Morgan is a Director of Grace Medical Home, Inc., a charitable organization in Florida. Ms. Morgan is the past Chair of the Board of Trustees for the University of Florida, Orlando Health, and the National Board for the Children’s Miracle Network, as well as a former member of the Boards of CNL Hotels & Resorts, CNL Bancshares, Inc., and CNL Healthcare Properties, Inc.
Director since 2008
Independent Director
Age 70
Compensation Committee Chair
Corporate Governance Committee Member

Key Attributes and Skills:
Extensive public company, leadership development, and organizational culture experience and champion of diversity and inclusion initiatives
Expertise in human capital, public affairs and the customer experience
In-depth knowledge in media relations and government relations

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JOHN R. SCHIMKAITIS
Mr. Schimkaitis retired in 2010 as President and Chief Executive Officer of Chesapeake Utilities Corporation. He previously served as Executive Vice President and Chief Operating Officer of the Company and held various other financial and managerial positions throughout his career at Chesapeake Utilities from June 1984 - December 2010. His leadership, business acumen and astute skills successfully led the Company through a period of diversification and growth, including the execution in 2009 of the Company's largest acquisition. Mr. Schimkaitis has served as Chair of the Board of Chesapeake Utilities since 2015 and was Vice Chair of the Board from 2010-2015.
Director since 1996
Independent Director
Age 74
Chair of the Board
Investment Committee Member
Key Attributes and Skills:
Extensive financial, regulatory and industry experience
Extensive leadership and strategic foresight evidenced by our growth from $95 million market capitalization at the end of 1999 to approximately $395 million at the end of 2010
In-depth knowledge of the markets in Florida and on the Delmarva Peninsula
CHESAPEAKE UTILITIES CORPORATION - 2022 Proxy Statement - 11


CONTINUING DIRECTOR - CLASS I - TERM EXPIRES IN 2023
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CALVERT A. MORGAN, JR.
Mr. Morgan is the former special advisor to WSFS Financial Corporation, a multi-billion dollar financial services company. Mr. Morgan served as a member of the WSFS Board and the Audit, Corporate Governance and Nominating, Personnel and Compensation, and Trust Audit Committees until 2019. He also served as a member of the Board and Vice Chair of its principal subsidiary, WSFS Bank. Mr. Morgan is the retired Chair of the Board, President and Chief Executive Officer of PNC Bank, Delaware. He is a member of the Delaware Economic and Financial Advisory Council which provides advice to the Governor and Secretary of Finance on financial and economic conditions involving the State. Mr. Morgan previously served as Chair of the Delaware Business Roundtable, and continues to serve on the Advisory Council of Christiana Care Corporation. In 2019, Mr. Morgan was inducted into the Delaware Business Leaders Hall of Fame by the Junior Achievement of Delaware Leadership Council.
Director since 2000
Independent Director
Age 74
Corporate Governance Committee Chair
Compensation Committee Member
Investment Committee Member

Key Attributes and Skills:
Approximately 49 years of banking, trust and finance experience and executive leadership expertise
Extensive public company experience
Broad knowledge of the business and economic climate in Delaware
CONTINUING DIRECTORS - CLASS I - TERMS EXPIRE IN 2024
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THOMAS P. HILL, JR.
Mr. Hill retired in 2002 from Exelon Corporation where he served as Vice President of Finance and Chief Financial Officer of Exelon Energy Delivery Company. Exelon Corporation is an electric utility that provides energy generation, power marketing and energy delivery. Mr. Hill previously served as Vice President and Controller for PECO Energy, a predecessor company of Exelon Corporation, and held various senior financial, managerial, and other positions during his tenure which began in 1970. Mr. Hill serves as Trustee of Magee Rehabilitation Hospital, a member of the Thomas Jefferson University hospital system, and served as the Chair of the Audit Committee and member of the Finance and Investment Committee until August 2018. He is also a Trustee and Chair of the Audit Committee of the Magee Rehabilitation Foundation, and Trustee of Abington Memorial Hospital. He served on the Audit Committee for Jefferson Health System, Inc. until its corporate restructuring in 2014.
Director since 2006

Independent Director
Age 73
Audit Committee Member and Financial Expert
Investment Committee Member


Key Attributes and Skills:
Extensive energy industry experience with energy generation, supply portfolios, marketing and delivery
In-depth knowledge of utility engineering principles and procedures, regulatory environment and utility operations
Financial and Audit Committee expertise
CHESAPEAKE UTILITIES CORPORATION - 2022 Proxy Statement - 12


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DENNIS S. HUDSON, III
Mr. Hudson previously served as the Executive Chairman of the Board of Seacoast Banking Corporation of Florida (“Seacoast”) and Seacoast National Bank (“Seacoast Bank”) from January 2021 until February 2022. He served as Chairman of the Board of Seacoast from 2005 until 2020 and has served as a member of the Board since 1984. Mr. Hudson served as Chief Executive Officer of Seacoast (1998-2020) and Seacoast Bank (1992-2020) and was the former President and Chief Operating Officer of these entities and has held various other managerial positions. Mr. Hudson served as a Director and member of the Audit Committee of FPU prior to its acquisition by Chesapeake Utilities. He serves on the Boards of the Community Foundation of Palm Beach and Martin Counties, and Visiting Nurses Association of Florida, and is a general partner of Sherwood Partners, Ltd., a family partnership. Mr. Hudson previously served as an independent Trustee, member of the Audit Committee, and Chair of the Nominating Committee of Penn Capital Funds. He also served on the Boards of Martin Health System, Helping People Succeed, and the United Way of Martin County, as well as serving as Chair of the Economic Council of Martin County and a member of the Miami Board of Directors of the Federal Reserve Bank of Atlanta.
Director since 2009
Independent Director
Age 66
Audit Committee Member and Financial Expert
Compensation Committee Member

Key Attributes and Skills:
Extensive public company, leadership, and banking experience
In-depth knowledge of the Florida markets
Financial and Audit Committee expertise
Proposal
NON-BINDING ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS
2
The Board recommends that stockholders vote FOR the approval of the compensation of the Company's NEOs.
We promote a pay-for-performance culture by designing an executive compensation program that includes base salary, as well as short and long-term performance-based incentive awards. Our Compensation Committee considers the alignment of total compensation with our business objectives, thereby focusing on stockholder value.
Say-on-Pay
General Information. Although the Compensation Committee is directly responsible for the oversight and administration of our executive compensation program, we are providing you with the means to express your view on this matter. Your vote will not create or imply any change to our fiduciary duties or create or imply any additional fiduciary duties for the Compensation Committee or the Board. As an advisory vote, this proposal is non-binding. However, the Board values the opinions that our stockholders express in their votes and may consider the outcome of the vote when making future executive compensation decisions.
The advisory resolution, commonly known as a "say-on-pay" proposal, provides you the opportunity to express your views on our executive compensation program for the Company's NEOs. The resolution is required by Section 14A of the Exchange Act. We ask you to vote FOR the following resolution: "RESOLVED, that the stockholders of Chesapeake Utilities Corporation approve, on a non-binding, advisory basis, the compensation of the Named Executive Officers as disclosed in this Proxy Statement for the 2022 Annual Meeting of Stockholders."
Voting for the Approval of the Compensation of the Company's NEOs. Each share of our common stock is entitled to one vote. Proposal 2 will be deemed to be approved, on an advisory basis, if a majority of the Company's outstanding common stock present at the Meeting or represented by proxy and entitled to vote affirmatively votes in favor of this proposal. Abstentions will have the same effect as a vote against this proposal. Broker non-votes will have no effect on the outcome of the advisory vote.
CHESAPEAKE UTILITIES CORPORATION - 2022 Proxy Statement - 13


Compensation Committee Role
General Information. The Compensation Committee is responsible for the oversight and administration of the Company's executive compensation program. The Compensation Committee designs, recommends to the Board for adoption, and administers all of the policies and practices related to executive compensation. The Committee, to the extent that it deems appropriate (and, in the case of any of the Company's employee benefit plans, to the extent permitted by the plan), may delegate the day-to-day administration of matters under its authority to employees of the Company, or a subcommittee, subject in all cases to the Committee's oversight.
Independence of Committee Members. On February 23, 2022, the Board determined that none of the Compensation Committee members had any material relationship with the Company in accordance with the NYSE Listing Standards and with the Company's Corporate Governance Guidelines. Thus, each member of the Compensation Committee is independent, and, other than in their capacity as a director and member of the Compensation Committee and other Board committees, has no other relationship or arrangement with us or any of the NEOs.
Philosophy and Design of Executive Compensation Program. The philosophy of our current executive compensation program is provided in detail in the Compensation Discussion and Analysis section of this Proxy Statement. The section also provides stockholders with comprehensive information on the design of our executive compensation program, as well as the mix of compensation that the Compensation Committee believes aligns the financial interests of the NEOs with the interests of our stockholders. During the Compensation Committee’s annual review of executive compensation, it considers several elements of the executive compensation program, including, but not limited to: (i) the effectiveness of the program in attracting and retaining highly qualified individuals that have a solid foundation and comprehensive perspective of the Company, its operations and competitive environment; (ii) the complex nature of our operations as a diversified energy company; and (iii) the long-term focus on our strategic planning process. Additional information on our executive compensation program, including tables and accompanying narratives, is available in the Executive Compensation section of this Proxy Statement. The executive compensation program is centered on creation of stockholder value, evidenced by the payment of consecutive annual dividends to stockholders for 61 years and the Company's 15th consecutive year of strong earnings growth. The dedication of our employees and the commitment and leadership of our management team have driven the Company's growth, in terms of market capitalization, from $301 million at the end of 2009 to approximately $2.5 billion at December 31, 2021. Chesapeake Utilities’ average annualized shareholder return for the past 1, 3, 5, 10 and 20 year periods ended December 31, 2021 ranged from 16% to 37%.
The Compensation Committee promotes a pay-for-performance culture to further align executive interests with the long-term interests of stockholders. The executive compensation program designed by the Compensation Committee places a majority of the executive's total direct compensation at risk. Under the current executive compensation program, NEOs are eligible to receive, an equity incentive award based on the achievement of pre-established long-term performance metrics. This equity incentive award comprises the largest performance-based component of our executive compensation program. The Compensation Committee works directly with FW Cook, its independent compensation consultant, in designing the executive compensation program. In January 2021, FW Cook provided the Compensation Committee with a market analysis to assess the competitiveness of total compensation for the Company's NEOs for 2021 as further discussed in the Compensation Discussion and Analysis and Executive Compensation sections of this Proxy Statement. The report compared the Company's compensation against market data for the Company's peer group, as well as market information from published survey sources. The independent compensation consultant’s report concluded that for 2021: (i) target total direct compensation for these NEOs was, in aggregate, within a competitive range of the market median for the survey data which increased year-over-year for certain positions; and (ii) the executive compensation program promotes a culture of pay-for-performance as a majority of compensation is at risk.
Compensation Committee Practices. The following practices are encompassed in our executive compensation program, providing fair, reasonable and competitive compensation while also aligning total compensation to our business objectives and performance. These practices include, but are not limited to:
The Compensation Committee retains discretion in administering all awards and performance goals, and determining performance achievement;
Each incentive award features a cap on the maximum amount that can be earned for any performance period;
Dividends on the equity incentive awards accrue in the form of dividend equivalents during the performance period and are only paid if the awards are earned and then only in proportion to the actual shares earned;
Stock ownership requirements are in place for named executive officers and non-employee directors;
A compensation recovery policy is in place that requires the repayment by a named executive officer if an incentive award was calculated based upon the achievement of certain financial results or other performance metrics that, in either case, were subsequently found to be materially inaccurate; and
Executive officers participate in the same benefits that are available to other employees of the Company. A Company vehicle is available for our executive's personal use but is treated as compensation to the executives.
CHESAPEAKE UTILITIES CORPORATION - 2022 Proxy Statement - 14


Proposal
NON-BINDING ADVISORY VOTE TO RATIFY THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
3
The Board recommends a vote FOR the ratification of the appointment of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for 2022.
Prior to the reappointment of Baker Tilly, the Audit Committee considered factors such as Baker Tilly's professional qualifications, past performance, quality and level of transparency, expanding energy practice, internal annual evaluations, as well as the length of time the firm has been engaged.
Appointment of External Audit Firm
The Audit Committee is solely responsible for the appointment, oversight, retention, and termination of the work of the Company's independent registered public accounting firm (also referred to in this Proxy Statement as “external audit firm”), including the approval of all engagement fees, terms, and the annual audit plan. On February 22, 2022, the Audit Committee approved the reappointment of Baker Tilly to serve as our external audit firm for 2022. Baker Tilly (independently or through a legacy firm) has served as the Company’s external audit firm since 2007. In determining whether to reappoint Baker Tilly as the Company’s external audit firm, the Audit Committee took into consideration several factors, including an assessment of the professional qualifications and past performance of the Lead Audit Partner and the audit team, the quality and level of transparency of the Audit Committee’s relationship and communications with Baker Tilly, and the length of time the firm has been engaged. The Audit Committee considered, among other things, Baker Tilly’s expanding energy practice and the knowledge and skills of Baker Tilly’s auditing experts that would be providing services to the Company.
Evaluation of External Audit Firm
The Audit Committee previously established criteria and procedures used to evaluate the quality of the audit services. The evaluation focuses on the qualifications and performance of Baker Tilly; the quality and candor of the external audit firm’s communications with the Audit Committee and Company management; and the external audit firm’s independence and objectivity. In 2021, each member of the Audit Committee, as well as members of management and Internal Audit, completed an evaluation of the quality of the audit services rendered in 2020. The questions were specifically developed for each respondent given his or her relationship with the external audit firm. The Audit Committee analyzed the results of the assessment, which provided the Audit Committee with additional insight into the effectiveness and objectivity of the Company's external audit firm. The Chair of the Audit Committee and the Chief Financial Officer communicated the results of the evaluation process to Baker Tilly’s Lead Audit Partner. We will undertake the same process in 2022 for 2021's audit services.
The Audit Committee takes additional measures to ensure the audit team is independent and has the experience to facilitate an audit of the highest quality. These measures include, but are not limited to: (i) independently meeting with the external audit firm to discuss communications and other appropriate matters, (ii) pre-approving the audit and non-audit services performed by the external audit firm in order to assure that they do not impair the auditor’s independence, (iii) overseeing the process for the rotation of the Lead Audit Partner to ensure the Lead Audit Partner has the knowledge, experience and quality to sustain the integrity of the Company’s audits and the requisite knowledge of the Company’s business and expected areas of future growth, and (iv) periodically overseeing the process to solicit proposals from external audit firms to review, among other things, the experience, qualifications, technical abilities, and competitiveness of the audit fees prior to appointment of the external audit firm.
Non-Binding Advisory Vote to Ratify the External Audit Firm
Although the NYSE listing standards require that the Audit Committee be directly responsible for selecting and retaining the external audit firm, we are providing you with the means to express your view on this matter. While this vote is not binding, in the event that stockholders fail to ratify the appointment of Baker Tilly, the Audit Committee will reconsider this appointment. Even if the appointment is ratified, the Audit Committee, in its discretion may direct the appointment of a different external audit firm at any time during the year if the Audit Committee determines that such a change would be in the best interests of the Company and its stockholders.
Each share of our common stock is entitled to one vote. Proposal 3 will be deemed to be approved, on an advisory basis, if a majority of the Company's outstanding common stock present at the Meeting or represented by proxy and entitled to vote affirmatively votes in favor of this proposal. Abstentions will have the same effect as a vote against this proposal. Brokers will have discretion to vote on this proposal.
A representative from Baker Tilly will be available at the Meeting to respond to appropriate questions. A formal statement will not be made.
CHESAPEAKE UTILITIES CORPORATION - 2022 Proxy Statement - 15


3 - AUDIT RELATED MATTERS
Audit Committee Report
To the Stockholders of Chesapeake Utilities Corporation:
The primary functions of the Audit Committee include assisting the Board of Directors in fulfilling its fiduciary responsibilities by providing informed, diligent, and effective oversight of:
The Company’s accounting policies, procedures and controls;
The performance of the internal audit function;
The appointment, retention, termination, compensation and oversight (including the assessment of the qualifications and independence) of the independent auditors;
The quality and integrity of the Company’s consolidated financial statements and related reports;
The Company's risk management processes, including oversight of cybersecurity risk; and
The Company’s compliance with legal and regulatory requirements.
The Committee acts under a charter, which is reviewed at least annually and can be found on the Company’s website. All of our members are independent directors and determined to be “financial experts.” As a Committee, we assess our performance at least annually with a goal of continually finding ways to enhance our oversight performance.
This Audit Committee Report is being submitted in conjunction with the Company’s audited financial statements for the year ended December 31, 2021. In conjunction with our oversight responsibilities, prior to the issuance of the Company’s unaudited quarterly financial statements and annual audited financial statements, the Committee reviewed and discussed the earnings press releases, consolidated financial statements and disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (including significant accounting policies and judgments) with the Company’s management, internal auditors, and independent registered public accounting firm, Baker Tilly US, LLP (“Baker Tilly”). The Committee also reviewed the Company’s policies and practices with respect to financial risk assessment, as well as conferred with Baker Tilly on the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (the "PCAOB") and the Securities and Exchange Commission (the "SEC").
The Committee discussed with Baker Tilly the overall scope and plan for its audit and approved the terms of its engagement letter. The Committee also reviewed the Company's internal audit plan. The Committee met with Baker Tilly and with the Company's internal auditor, in each case, with and without other members of management present, to discuss the results of their respective examinations, the evaluation of the Company’s internal controls and the overall quality and integrity of the Company’s financial reporting. The Committee also met regularly with management to discuss accounting, auditing, internal control, financial reporting, earnings and risk management processes and matters. The Committee has received the written disclosures and the letter from Baker Tilly required by applicable requirements of the PCAOB regarding Baker Tilly’s communications with the Committee concerning independence, and has discussed with Baker Tilly its independence. Beginning in 2020, the Committee and Baker Tilly engaged in discussions regarding the definition of a Critical Accounting Matter ("CAM"). These discussions included the nature of potential CAMs for the Company, Baker Tilly’s basis for the determination of the CAM included in their report and how the CAM will be described in their audit report. For both 2020 and 2021, the discussion of the CAM in Baker Tilly’s report captures and is consistent with our dialogue regarding these matters.
Based on the Committee’s review and the discussions referred to above, the Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 for filing with the SEC.
The Audit Committee has appointed Baker Tilly to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2022. In determining whether to appoint Baker Tilly, the Audit Committee took into consideration various factors, including the historical and recent performance of Baker Tilly on the audit; the professional qualifications of the firm and the lead audit partner; the quality of ongoing discussions with Baker Tilly; the results of internal surveys of Baker Tilly’s service, quality and efficiency; the appropriateness of fees; external data on audit quality and performance; and evidence supporting the firm’s independence, objectivity and professional skepticism. Although the Audit Committee has sole authority to appoint the independent registered public accounting firm, the Committee has recommended that the Board seek stockholder ratification of the appointment at the Annual Meeting as a matter of good governance.
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The information in this Audit Committee Report shall not be considered to be “soliciting material” or be “filed” with the SEC, nor shall this information be incorporated by reference into any previous or future filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Company incorporated it by specific reference. This Audit Committee Report is provided by the following independent directors, who comprise the Audit Committee:
THE AUDIT COMMITTEE
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Thomas J. Bresnan, Chair
Ronald G. Forsythe, Jr.
Thomas P. Hill, Jr.
Dennis S. Hudson, III
Fees and Services of the Company's Independent Auditors
The following provides information on fees for professional services rendered by Baker Tilly for the two years ended December 31, 2021 and 2020.
Audit Fees
The aggregate fees that Baker Tilly billed to the Company and its subsidiaries in 2021 and 2020 totaled $899,905 and $937,880, respectively. Fees for professional services rendered included fees associated with matters in connection with the audits of the financial statements included in our Annual Reports on Form 10-K including acquisitions, divestitures and implementation of new accounting and disclosure requirements; the reviews of the financial statements included in our Quarterly Reports on Form 10-Q; the audits of certain of our subsidiaries or operations typically performed for statutory and regulatory filings or engagements; the audits of internal control over financial reporting as required by Section 404 of the Sarbanes-Oxley Act of 2002; the review of regulatory correspondence and assessment of Critical Accounting Matters; implementation of our new fixed asset accounting system in 2020; and the issuance of their consents associated with our registration statements that were filed with the SEC during 2020.
Audit-Related Fees, Tax and Other Fees
The aggregate fees billed for audit-related services were $48,780 and $62,349 for 2021 and 2020, respectively. During 2021 and 2020, Baker Tilly performed annual audits on our benefit plans for the plan years ended December 31, 2020 and 2019, respectively. The Company did not engage Baker Tilly to provide any tax services or any services other than those described above.
Audit and Non-Audit Services Pre-Approval Policies and Procedures
The Audit Committee pre-approves the audit and non-audit services performed by the Company's external audit firm in order to assure that they do not impair the external audit firm’s independence. The Audit Committee may also pre-approve tax services provided by the external audit firm, if any. In November 2021, the Audit Committee reviewed its Audit and Non-Audit Services Pre-Approval Policy and made no changes. Under this policy, the Audit Committee may pre-approve specific services in advance or may pre-approve one or more categories of audit and non-audit services. For all proposed services, the Audit Committee will, among other things, consider whether the external audit firm is the best positioned to provide the proposed services most effectively and efficiently based on its familiarity with our business, people, culture, accounting systems, risk profile and other factors, and whether the services are likely to enhance our ability to manage or control risk or improve audit quality. The Audit Committee may establish ceilings on the level of fees and costs of generally pre-approved services that may be performed.
The Audit Committee has delegated to the Chair of the Audit Committee (who may delegate authority to any other member of the Audit Committee) authority to pre-approve up to $40,000 in audit and non-audit services, which authority may be exercised when the Audit Committee is not in session. At least annually, the external audit firm is required to report to the Audit Committee on the specific services provided and the amounts that have been paid to the external audit firm. The Chief Financial Officer is required to report to the Audit Committee on the specific services provided and the amounts paid by the Company. The Company's Internal Audit team is responsible for monitoring and reporting on the performance of all services provided by the external audit firm and to determine whether these services are in compliance with the Audit Committee’s policy. In 2021 and 2020, the Audit Committee approved 100% of all audit and non-audit services provided to the Company by Baker Tilly.
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4 - BOARD OF DIRECTORS AND ITS COMMITTEES
Board of Directors
Board Oversight. The Board is elected by the Company's stockholders to oversee the direction and strategy of the business that is being carried out by management and to ensure that the Company continues to operate in the best interests of all stakeholders. Consistent with our diverse, inclusive and entrepreneurial culture, the Board and its Committees, as well as our dedicated and creative teams, foster environmental, social and governance stewardship across our organization. As stewards of long-term enterprise value, the Board is committed to overseeing the sustainability of the Company, its safety and operational compliance practices, and the promotion of equity, diversity and inclusion that reflects the diverse communities we serve. The Board and its Committees monitor corporate performance, the integrity of financial controls, the effectiveness of our compliance and enterprise risk management programs, including cyber security. The Board also oversees plans for the succession of key executives and is integrally involved in the strategic planning and capital budget processes, as well as establishing key financial and operational metrics. This year-round oversight process is facilitated through the diversity of our Board who has a broad range of personal and professional skills, experiences, backgrounds and perspectives, and expertise in leadership, corporate governance, board service, energy, economics, finance, public affairs, academia, and entrepreneurism. The Board is also comprised of a majority of directors who have served as chief executive officers at other organizations and bring skillful business acumen to the boardroom. Collectively, the incumbent Board has a vast amount of diverse experience and established personal and professional relationships in the communities we serve. Directors may not serve on more than two other public company boards in accordance with our Corporate Governance Guidelines.
Board Culture. The Board has a strong boardroom culture that enables directors to express their opinions openly in the boardroom and engage in candid dialogue. Directors are strongly encouraged to attend the Board and Committee meetings, as well as the Annual Meeting of Stockholders. All of the then serving directors attended the 2021 Virtual Annual Meeting of Stockholders. Each director actively participated in 75% or more of Board and their respective Committee meetings held in 2021. The Board held seven meetings during 2021. Board and Committee meetings that occurred after the United States declared a national emergency in response to the COVID-19 pandemic on March 13, 2020 were held in a virtual format. During 2021, the Board received frequent updates from our Chief Executive Officer on the Company’s actions related to COVID-19, the Company’s safety protocols, and ongoing monitoring around COVID-19 related matters, including employee health statistics and guidance issued by the Centers for Disease Control and Prevention. Throughout 2021, individuals from across the organization attended several meetings of the Board and its Committees enabling the Board to remain connected with employees. With safety remaining at the forefront of our Company, at its meetings in 2021, the Board received safety messages from management on best practices that promote the safety and the well-being of each other and our communities. For more than 160 years, the Company has promoted a culture of equity, diversity and inclusion. At its meetings in 2021, the Board received updates on our aspiring and caring culture, including on diversity and inclusion messages and the many ongoing initiatives across the Company. Each independent director has access to our Chief Executive Officer and other members of the management team and may request agenda topics to be discussed in more detail at meetings of the full Board or one of its Committees.
Business Performance. The leadership of the Board and the collective efforts of the Chesapeake Utilities team contributed to another remarkable year of performance, our 15th consecutive year of strong earnings growth, despite continued challenges presented by the COVID-19 pandemic and ever changing market conditions. Together, our businesses generated record earnings by delivering safe, reliable, affordable and sustainable energy solutions to our rapidly expanding service territories. To support this growth, we deployed over $228 million in new capital investments, including the acquisition of Diversified Energy’s propane assets. The Company's net income for the year ended December 31, 2021 was $83.5 million, or $4.75 earnings per share (basic), generating record performance for the Company. The growth and initiatives pursued by our businesses in 2021 generated increased EPS of $0.47 per share over 2020 (2021 EPS of $4.75 per share versus $4.28 per share in 2020). Higher performance in 2021 was generated from continued pipeline expansion projects, organic growth in our natural gas distribution businesses, natural gas and propane acquisitions completed in 2020 and 2021 including the acquisition of Diversified Energy's propane assets which expanded our service footprint into North and South Carolina, increased propane margins per gallon and fees, increased demand for compressed natural gas ("CNG") transportation services, increased customer consumption along with higher rates from our unregulated natural gas infrastructure company, and incremental contributions associated with regulated infrastructure programs. Further impacting 2021 was increased consumption from a return toward pre-pandemic levels, and regulatory deferral of COVID-19 related costs. The Company recorded higher depreciation, amortization and property taxes related to recent capital investments and operating expenses associated primarily with growth initiatives, including payroll, benefits and other employee-related expenses. Additionally, our first Renewable Natural Gas project, a pipeline expansion in Ohio, began service in 2021, and we issued our first sustainability financing to support capital investments in clean energy delivery solutions. 2021 EPS from continuing operations (which excludes discontinued operations of a former business and the associated asset sales) increased to a record $4.75 per share, an increase of $0.52 per share, or 12.3%, over 2020's EPS from continuing operations of $4.23 per share. Our strong financial results translated into a 11.3% ROE, marking our 17th consecutive year with ROE at or above 11%. In 2021, our teams did an exceptional job positioning the Company for future scale and efficiency through our continuing business transformation efforts. These initiatives led to a more streamlined organizational structure, allowing for continued focus on the growth of our natural gas, electric and propane businesses, while also driving the expansion of our sustainable energy solutions. We also have several other initiatives underway, including plans to add additional small solar facilities along our system, and our recent participation in a pilot program to blend hydrogen into the natural gas distribution system that serves our CHP plant on Amelia Island, Florida. We are excited about the outcome of this pilot program and believe that hydrogen will continue to gain in efficiency and become more price competitive over time. By investing in renewable natural gas, hydrogen and other clean energy projects, the Company will be poised to play an increasingly important role in our nation’s transition to more sustainable energy.
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Director Nominations. Throughout the year, the Corporate Governance Committee evaluates board composition and board succession, including practices benchmarked against our peer companies and broader indices such as the S&P 500 and the top 100 U.S. public companies. The Committee considers a range of practices, including board size, average age of directors, retirement policies, and the diversity of directors' backgrounds, tenures, perspectives, experiences and skills that reflect the communities in which the Company operates, in addition to other topics such as corporate governance practices in an evolving environment, human capital management oversight, and environmental, social and governance practices. The Committee discusses the Board’s current profile in the context of the Board as a whole over the near and long-term, director skills and attributes, as well as established guidelines which collectively help to inform our strategic plan. The Committee also considers feedback received during the Board evaluation process. The process may lead to the vetting of potential board candidates who we identify through contacts in the business, civic and legal communities and a variety of other sources or by third-party business partners. Prior to nominating a candidate, the Committee considers a multitude of factors, including biographical and other background information, criteria adopted by the Committee, the Company's governing documents, experience and relationships in the energy industry and the communities we serve, community involvement, a candidate’s availability and commitment level, and whether a candidate is independent under applicable rules and listing standards. The Committee also considers the Director Eligibility Guidelines, which include integrity, ethics, diversity, and the ability for a candidate to listen and work in a collegial manner. In addition, for new candidates, the Committee considers the results of the candidate’s interview, which is conducted by the Chair of the Board, Corporate Governance Committee Chair, and the Chief Executive Officer, where topics such as depth of experience, business acumen, technical expertise, commitments and cultural fit are discussed. Following this process, and if appropriate, the Committee nominates and recommends to the Board that it formally nominate the candidate to serve as a director. At each annual meeting, our stockholders vote to elect all director nominees for the applicable class. In the case of a director nominee appointed to fill a vacancy, the nominee will stand for election at our next annual meeting of stockholders, regardless of class. Once elected, a new director participates in our director orientation program which may be held virtually or at one of our facilities. The program familiarizes the director with various aspects of the Company, including our strategy, business structure, financial performance and competitive landscape.
Stockholders may also nominate candidates for consideration by the Committee if they satisfy all of the requirements in our Bylaws, Corporate Governance Committee Charter, and Director Eligibility Guidelines. Stockholder submissions to nominate a candidate for election as a director must be sent in writing to our Corporate Secretary and received at the Company’s principal office not less than 90 days nor more than 120 days prior to the annual meeting at which the director is to be elected.
Director Eligibility Guidelines. To evaluate potential director nominations, the Board adopted Director Eligibility Guidelines. These guidelines include the following:
Be a leader in a field of expertise or demonstrate professional achievement through a position of significant responsibility
Promote equity, diversity and inclusion that represents and reflects the diverse communities we serve
Be open to different backgrounds, experiences and perspectives that enables the Board as a whole to evaluate and understand an ever-evolving business landscape
Exercise sound business judgment
Possess integrity and high ethics
Listen and work in a collegial manner
Have a reputation that is consistent with our image and reputation
Be absent of any conflict of interest that would conflict with, be inconsistent with, or impair the ability to represent the interest of our stockholders
Be diverse in skills, knowledge and experience that enhances the Board's core competencies, enables differing points of view, further maximizes long-term stockholder value, and benefits the Company's stockholders, employees, customers and communities
Board Leadership
The Board is led by the Chair, who is elected annually by the Board. On May 5, 2021, the Board elected John R. Schimkaitis to serve as the non-executive, independent Chair. Mr. Schimkaitis has served as Chair since 2015 and previously served as the Vice Chair of the Board from 2010 to 2015. Mr. Schimkaitis has performed the responsibilities prescribed to him by the Board and those detailed in the Corporate Governance Guidelines, including establishing the agenda for and leading Board meetings, and facilitating communications among Board members and communications between the Board and the Chief Executive Officer outside of Board meetings. Mr. Schimkaitis has more than 40 years of experience in the utility industry, including 25 years in key management roles within the Company. This utility experience, his knowledge of the Company and its businesses, his understanding of the Delmarva Peninsula and Florida markets, as well as his leadership skills are advantageous in leading the Board in the performance of its duties. Based on Mr. Schimkaitis’ qualifications and experience, the Board believes that the current Board leadership structure is the most appropriate structure for the Company and its stockholders at this time.
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Director Independence
The independent directors bring expertise, objectivity and diverse perspectives to the Board. The NYSE Listing Standards governing independence require that a majority of the members of the Board be independent. Our Corporate Governance Guidelines are available on our website at www.chpk.com/Corporate Responsibility/Corporate Governance/Corporate Governance Guidelines. In accordance with our Corporate Governance Guidelines, on February 23, 2022, the Board conducted its annual review of director independence. During this review, the Board examined all direct and indirect transactions or relationships between the Company or any of its subsidiaries and each director and any immediate family member of the director and determined that no material relationships with the Company existed during 2021, except as provided below.
On the basis of this review, the Board determined that ten of the eleven directors (or 91%) serving as of February 23, 2022, are independent. Each of the following directors qualifies as an independent director as defined by the NYSE Listing Standards and in accordance with the Company's Corporate Governance Guidelines: Lisa G. Bisaccia, Thomas J. Bresnan, Ronald G. Forsythe, Jr., Thomas P. Hill, Jr., Dennis S. Hudson, III, Lila A. Jaber, Paul L. Maddock, Jr., Calvert A. Morgan, Jr., Dianna F. Morgan and John R. Schimkaitis. Mr. Householder, our President and Chief Executive Officer, is a non-independent director.
Committees of the Board
To assist the Board in fulfilling its oversight responsibilities, the Board has established four standing committees - Audit Committee, Compensation Committee, Corporate Governance Committee, and Investment Committee. Each committee is comprised solely of independent directors, except that our Chief Executive Officer serves alongside his four fellow independent directors as Chair of the Investment Committee. Each Committee member has dedicated the appropriate time, attending 75% or more of the Board and such members’ applicable committee meetings in 2021. Each Committee member dedicates time toward the performance of responsibilities they perform on behalf of the Board as summarized below and further detailed in the Charter for each Committee. Our corporate governance framework across the enterprise is continuously fostered through the contributions of the Board and its Committees and all of the significant activities to which they devote attention throughout the year.
Audit Committee
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In 2021, the Committee continued to oversee the review of our financial reports filed with the SEC, internal audit function, risk management program, information system implementations and cyber security, monitoring of the anticipated new SEC disclosure requirements, internal controls, and compliance initiatives. The Committee focused on business continuity efforts and our ongoing business transformation, as well as ensuring the appropriate risk infrastructure and technology is in place that will support operations as we continue to grow.
Thomas J. Bresnan, ChairRonald G. Forsythe, Jr.Thomas P. Hill, Jr.
Dennis S. Hudson, III
4 - Independent Members
4 - Financially Literate
4 - Financial Experts
5 - Meetings held in 2021
Committee Responsibilities: The Committee provides oversight of the integrity of our financial statements and financial reporting process, provides oversight of our compliance with legal and regulatory requirements, and reviews the effect of regulatory and accounting initiatives on our financial statements, internal controls, audit process, and risk management program. The Committee's oversight includes the performance of our internal auditors and the performance, qualification and independence of our independent registered public accounting firm. Please view the Committee's charter at www.chpk.com/corporate responsibility/corporate governance/audit committee charter for additional information on the Committee's responsibilities.
Experience and Service: Messrs. Bresnan, Forsythe, Hill and Hudson each qualify as an “audit committee financial expert” (as defined by the SEC) based on his experience and knowledge. Biographical information on each Committee member is provided in Proposal 1 of this Proxy Statement. In 2021, each Committee member participated in training given by Baker Tilly and internal management and conversed with internal and third-party experts on sustainability reporting, robotic process automation, risk management, accounting trends, changes to accounting standards, and any potential implications on the Company. None of the Committee members currently serve on an audit committee of another public company.
Several Areas of Focus in 2021 Included:
Provided oversight of the Company’s critical accounting matters, consolidated financial statements and related reports
Reviewed and discussed with management anticipated SEC disclosure proposals related to Climate Change, Human Capital Management, and Cyber Security Risk Governance
Continued to work with the management team on business transformation and future technology initiatives to support scalability, drive essential capabilities, and to strengthen the Company's cyber security posture
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Corporate Governance Committee
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In 2021, the Company was named Best for Corporate Governance Among North American Utilities by Ethical Boardroom magazine. The Committee continued to oversee environmental, social and governance activities and practices and the Company's Inaugural Sustainability Report. Consistent with the Committee's established Board Succession and Refreshment plan and promotion of equity, diversity and inclusion, we welcomed our third female director to the Board in 2021. In addition, the Committee performed its review of the Company's corporate governance documents and upon the Committee's recommendation, the Board approved enhancements to several governing documents to reflect the Committee's current practice of considering diversity of race, ethnicity and gender when evaluating new and incumbent Board candidates. The Committee also received updates on the Company's Governmental Affairs activities.
Calvert A. Morgan, Jr., ChairLila A. JaberPaul L. Maddock, Jr.Dianna F. Morgan
4 - Independent Members
10 - Meetings held in 2021
Committee Responsibilities: The Committee oversees the evaluation of director candidates, including directors who are being considered for re-election, the evaluation of the composition of the Board and each standing Committee, and the Company's environmental, social and governance activities and practices. The Committee also reviews our governing documents. In addition, the Committee oversees the development of criteria and procedures for evaluation of the Board and each standing Committee. The Committee remains informed on corporate governance practices including board refreshment, diversity and inclusion, and the Company’s unwavering commitment to safety and to our communities as a responsible steward and corporate citizen. Please view the Committee's charter at www.chpk.com/corporate responsibility/corporate governance/corporate governance committee charter for additional information on the Committee's responsibilities.
Internal and Third-Party Information: With the consent of the Board, the Committee may retain consultants or other advisors to assist in fulfilling the Committee's responsibilities. In 2021, the Committee reviewed information from legal counsel and internally prepared information on governance trends and best practices, regulatory initiatives, and legislative developments, and assessed any potential implications on the Company.
Several Areas of Focus in 2021 Included:
Focused on succession planning to ensure the Board's substantive expertise and experiences are aligned with our eligibility guidelines and long-term strategic plan and welcomed our third female director to the Board in 2021
Reviewed corporate governance and industry practices, including sustainability practices, emerging trends, and regulatory and legislative initiatives
Benchmarked board composition and profile practices across our peer companies, the energy industry, and broader indices such as the S&P 500 and Top 100 U.S. public companies
Compensation Committee
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In 2021, the Committee oversaw the Company's ongoing management succession planning and organizational structure and appointed and promoted several officers that support ongoing growth and business transformation initiatives including the new Chief Human Resources Officer, Chief Development Officer, and Chief Operating Officer. The Committee oversaw further development of the Company's Succession Planning Framework, including contingency planning. The Committee worked with Management on employee engagement initiatives and the refresh of the Company's mission, vision and values. The Committee reviewed the executive compensation structure and practices to ensure alignment with the Company's diversity and inclusion, environmental, social and governance and other strategic initiatives.
Dianna F. Morgan, ChairLisa G. BisacciaRonald G. Forsythe, Jr.Dennis S. Hudson, IIICalvert A. Morgan, Jr.
5 - Independent Members
5 - Meetings held in 2021
Committee Responsibilities: The Committee oversees the design and administration of our policies and practices related to director and executive compensation, reviews the results of stockholder advisory votes on executive compensation, and discusses with management the Compensation Discussion and Analysis. The Committee's oversight also includes succession planning for the executive officers and the promotion of a culture of equity, diversity and inclusion in the recruitment, training, development and retention of employees. Please view the Committee's charter at www.chpk.com/corporate responsibility/corporate governance/compensation committee charter for additional information on the Committee's responsibilities.
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Independent Advisor: The Committee is directly responsible for the appointment, compensation and oversight of the work of any consultant or other advisor it retains. The Committee may, in its sole discretion, engage a consultant or other advisor to assist in the evaluation of executive and director compensation. The Committee reviewed the independence of FW Cook and, on May 5, 2021, engaged them for services to be performed in the ensuing year. After considering various factors, including the specific factors described in the SEC rules and those provided under the NYSE’s Listing Standards, the Committee determined that FW Cook is independent with no conflicts of interest.
Several Areas of Focus in 2021 Included:
Continued to oversee the Company's ongoing management succession planning and organizational development initiatives, while also promoting a culture of equity, diversity and inclusion and best practices around human capital management
Reviewed the executive compensation structure and practices to ensure alignment with the Company's strategic initiatives and performance goals, while also considering emerging trends, regulatory matters, and impacts of the COVID-19 pandemic
Considered a market analysis prepared by FW Cook that compared the Company's executive compensation practices with market data for the Company's peer group, as well as with industry published survey data
Investment Committee
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The Investment Committee assists the Board with evaluating investments pursuant to or in support of the Company's growth strategy, both organically and through acquisitions. The Investment Committee, in consultation with management, reviews and approves, when appropriate, capital investments and the disposition of certain assets as set forth in the Committee's charter up to $50 million. Investments above this threshold are presented to the full Board for their consideration. The members of the Investment Committee are Jeffry M. Householder, Chair, Thomas J. Bresnan, Thomas P. Hill, Jr., Calvert A. Morgan, Jr. and John R. Schimkaitis. In 2021, the Investment Committee held five meetings during which they reviewed several projects including those involving renewable natural gas, solar and other sustainable initiatives. The Committee reviews various aspects of a transaction including, but not limited to, the estimated investment, internal rate of return, earnings contribution and ROE, strategic fit, and associated risks. The Committee exercises its responsibilities in a manner consistent with the Company's goal of pursuing long-term growth in shareholder value. Please view the Committee's charter at www.chpk.com/corporate responsibility/corporate governance/investment committee charter for additional information on the Committee's responsibilities.
Board and Committee Evaluations
Annually, the Corporate Governance Committee reviews and establishes the criteria that is used by the Board, and the Audit, Compensation and Corporate Governance Committees for conducting evaluations for performance during the preceding year. The annual evaluation provides for continuous process improvements in Board and Committee functioning and communication, and is a medium for Board refreshment. The Board and its Committees conduct evaluations to assess the qualifications, attributes, skills and experience represented on the Board and its Committees, to consider whether appropriate resources are available to the Board and its Committees, and to assess whether the Board and its Committees are functioning effectively. An annual review of the evaluation methodology is performed to ensure the evaluations are aligned with our culture and growth, as well as with best practices. Periodically, the Chair of the Board and the Chair of the Corporate Governance Committee will conduct one-on-one discussions with each director. In determining the evaluation process for 2022, which will review Board and Committee performance in 2021, the Corporate Governance Committee considered best practices relating to annual evaluations for Boards and Committees. After discussion and consideration, the Committee made technical changes and expanded the evaluations to add language around the commitment of the Board and its Committees to equity, diversity and inclusion; sustainability and climate change as part of the Company's environmental, social and governance initiatives; and governmental affairs activities. The Chair of the Corporate Governance Committee receives a report of the results of the Board and Corporate Governance Committee Evaluations. The Chairs of the Audit Committee and Compensation Committee receive a report of the results of their respective Committee Evaluations. The Committee Evaluation results are discussed at Committee meetings and reported to the Board at the next Board meeting. The Chair of the Corporate Governance Committee reports the results of the Board Evaluation at the next Board meeting.
Risk Oversight
Board of Directors
The Board is responsible for oversight of the Company's risk management activities, working closely with its standing Committees and the management team. Each standing Committee reports its discussions to the Board for consideration. As part of our enterprise risk management program, short and long-term risks are identified through top-down and bottom-up approaches and strategic plan assessments that depict potential market, operational, strategic, legal, regulatory, political, environmental, social, safety, compliance, and financial risks that could affect our operations, financial performance and/or strategic plan. In addition, the Board considers
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material risks that may cause a disruption to our business due to natural disasters, public health crises, and other circumstances severely interrupting business operations. The Board continuously reviews and monitors risk and receives a Risk Scorecard that updates the Board on the Company's risk profile. In 2021, the Board also received regular updates on the Company's enterprise risk management program, including the Company's top-down and bottom-up approaches to risk analysis and the Company's perspectives on top risks for 2021. During 2021, the Board received frequent updates from our Chief Executive Officer on the Company's actions related to COVID-19, the Company's safety protocols, and ongoing monitoring around COVID-19 related matters, including employee health statistics and guidance issued by the Centers for Disease Control and Prevention. The “Risk Factors” section of our 2021 Annual Report on Form 10-K provides additional information on our potential risks. After assessing our risks, internal processes, practices and controls are established to continually monitor and mitigate risk. We recognize that it is neither possible nor prudent to eliminate all risk. In fact, purposeful and appropriate risk taking is essential for execution of our strategic plan, for our overall continued growth, and for execution of initiatives that have the potential to generate value to our stockholders.
Standing Committees
The Audit Committee assists the Board in fulfilling its oversight of our risk exposure and implementation and effectiveness of our risk management programs, including enterprise risk management. The Committee approves our Global Risk Management Policy, which serves as our risk management framework. Specific items such as financial, internal controls, regulatory, credit and counterparty, market, liquidity, cyber, insurance, strategic, and business risks are reviewed and considered by the Committee, as well as our insurance program and coverages that are in place to mitigate these and other risks. The Investment Committee assists the Board in fulfilling its oversight of risks related to evaluating new investments and ensuring they achieve our financial targets. The Committee considers the financial and operational risks of entering into new, or expanding in existing, service territories and businesses. The Compensation Committee assists the Board in fulfilling its oversight of risks that may arise in connection with our compensation programs and practices. The Committee considers the appropriateness of our compensation programs and practices and whether they incentivize short and long-term financial and operational performance without encouraging unnecessary risk. Specific items such as organizational development; executive retention; succession planning; equity, diversity and inclusion; and human capital management practices are reviewed and considered by the Committee. The Corporate Governance Committee assists the Board in fulfilling its oversight of risks that may arise in connection with our governance structure and practices and environmental, social and governance activities and practices. The Committee reviews our governance structure and practices no less than annually and considers whether our ethical and operational framework is resilient and responsive to our employees and stockholders. Specific items such as equity, diversity and inclusion; sustainability; Board succession planning; Board structure and composition; stockholder communications; director independence; governmental affairs; and related governance practices are reviewed and considered by the Committee.
Team Commitment to Risk Management
The commitment of our team across the organization contributes to the precision of our risk profile, the integrity of our controls, our ability to continuously monitor risk, and the depth of information provided to the Board to effectively consider and evaluate companywide risks. This top-down and bottom-up approach is reflected throughout our disciplined approach to matters and our decision-making process. The management team is intimately involved in the development and deployment of our risk management practices and regularly collaborates with the Board and its standing Committees on our risk posture, including financial and investment activities, strategic plan initiatives, and macroeconomic contributors. The management team, representatives from our businesses, and cross-functional team members also routinely participate in internal committees and focus groups, such as cyber security, identity theft, sustainability, and risk management. Independent consultants and third-parties periodically attend these virtual or in-person meetings to provide independent insight and education on various risk-related topics. Throughout the organization, our team also annually meets and collaborates with Internal Audit on identifying new or evolving risks that could have a potential impact on the Company. In addition, our team actively works across the enterprise to identify, mitigate and respond to material risks that may cause a disruption to our business due to natural disasters, public health crises, and other circumstances severely interrupting business operations. Our team participates in industry events and speaks on risk-related matters alongside practice leaders. Information obtained from these additional avenues continues to strengthen our risk profile, controls, policies and practices, and allow us to better provide informed recommendations to the Audit Committee for consideration.
Cyber Security and Physical Infrastructure
The Board and management team recognize the importance of maintaining the trust and confidence of our employees, customers, and other stakeholders. We devote significant time and energy to the oversight of cyber security and to maintaining the integrity of our physical infrastructure. On the following page are several practices we employ to detect, identify and mitigate potential risk of exposure to our customer and employee information, information systems, and operational infrastructure.
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Our team works collectively across the organization to comprehensively review and deploy safeguarding practicesWe have several security teams comprised of diverse representation across the enterprise with varying expertise
We receive presentations from external parties on topics related to cyber and physical security
The Board and Audit Committee receive periodic updates from the Chief Information Officer, Internal Audit team, and other members of our management team
The Audit Committee oversees our cyber and physical risks and reviews the appropriateness of our insurance coverage after considering the expertise and advice of our insurance broker
Certain Board members have technology experience, including previous service as Chief Information Officer and as Chief Executive Officer of a technology service provider
We have strong relationships with the private sector and government agencies with relevant expertise
We have an established companywide cyber security education and training program
We have multiple layers of controls, which include comprehensive due diligence and oversight of third-party relationships
We have established relationships with our service providers
We have engaged independent third-parties to assist in enhancing our security posture
We continue to make investments in our technology and physical infrastructure
We are members of trade organizations that provide insight into evolving cyber and physical security matters
We participate in industry cyber and physical security events and speak on the subject matter alongside practice leaders
We benchmark cyber and physical security practices within our industry and beyond

5 - CORPORATE GOVERNANCE AND STOCK OWNERSHIP
Governance Trends and Director Education
General Information. The Board and its Committees proactively monitor legislative and regulatory initiatives, market trends, and other corporate governance initiatives. Members remain informed through a variety of resources, including internal and external publications, continuing education sessions, continuing legal education, and external programs. The Board and its Committees also engage with external parties on a broad range of topics some of which are provided below.
Industry experts on energy policy, energy trends, market factors and competition, growth opportunities, key customer growth expectations, and future outlook of the natural gas industry
Industry experts on corporate governance, proxy advisory services and investor relations
Institutional investors on portfolio management and the firms' views on our performance, industry dynamics, and valuation
Financial community on the utility industry, including macro-economic outlook, market trends and valuations, industry fundamentals, investor perception, and industry framework
Members of the legal community on corporate governance topics, including a former Chancellor of the Delaware Court of Chancery, and a former Chief Justice of the Delaware Supreme Court
Established members of academia experienced in the utilities industry and broader market
In addition, newly elected directors participate in a comprehensive director orientation program covering various topics including strategy, business structure, financial performance, and competitive landscape. When safety protocols permit, Board meetings are held in or around select service territories which give the directors an opportunity to see our operations first-hand, to visit the communities we serve, and to engage with our employees. Throughout 2021, individuals from across the organization attended several meetings of the Board and its Committees enabling the Board to remain connected with employees.
Corporate Governance Practices
Governance Transparency and Accountability. The Board and Corporate Governance Committee annually review our corporate governance documents and practices to ensure that they provide the appropriate framework under which we operate. Our corporate governance documents can be viewed on our website at www.chpk.com/corporate-responsibility/corporate-governance. These documents include the Charters for each standing Board Committee – Audit Committee, Compensation Committee, Corporate Governance Committee and Investment Committee; Corporate Governance Guidelines; Business Code of Ethics and Conduct (“Code of Ethics”); Code of Ethics for Financial Officers; and Communications with the Board. Additional information in the Corporate Governance section of our website includes the composition of our Board and Committees and a summary of our Ethics and Compliance Program. Under the Investors section of our website, www.chpk.com/investors, we provide links to our filings with the SEC, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and equity ownership reports for our executive officers. Under the Newsroom section of our website, www.chpk.com/newsroom, we provide press releases on financial, corporate and community activities. The Company's Annual Report can be viewed on our website at www.chpk.com/investors/filings-publications/annual-reports and provides additional information on our Company and the reliable, low-cost, scalable and increasingly sustainable energy delivery services we provide. Additional information on the Company and its businesses, our employees, safety values, and career opportunities can be viewed on our website at www.chpk.com.
CHESAPEAKE UTILITIES CORPORATION - 2022 Proxy Statement - 24


Inaugural Sustainability Report. Environmental, Social and Governance is at the core of our well-established culture and our informed business decisions. Over the years, we have reduced our greenhouse gas emissions, while responsibly growing our businesses. We have also helped to accelerate the reduction of emissions by many of our customers. Our combined efforts have enhanced the sustainability of our local communities. The Company's Inaugural Sustainability Report is available on our website at www.chpk.com/sustainability-report. The Report provides additional information on our long-standing environmental, social and governance stewardship.
Corporate Governance Guidelines. The Board adopted Corporate Governance Guidelines which consist of a series of policies and principles that provide a framework for the corporate governance of the Company. The Corporate Governance Guidelines focus on Board composition and director qualifications, Board refreshment, Board independence, Board meetings, Board committees, Board access to management and advisors, the Board's relationship to senior management, director compensation, and the annual review of Board and Committee effectiveness. In 2021, the Board, upon recommendation of the Corporate Governance Committee, adopted changes to the Corporate Governance Guidelines to reflect the Board’s current practice of considering race, ethnicity and gender when evaluating new and incumbent Board candidates.
Code of Ethics. The Board adopted a Code of Ethics that reflects our commitment to continuously promote professional conduct throughout the organization, and to ensure that Company representatives demonstrate good ethical business practices. No changes were made to the Code of Ethics in 2021. In early 2022, a video was sent to directors and employees throughout the Company which highlights our commitment to the highest ethical standards and the importance of engaging in sustainable practices. Directors are required to disclose any conflict of interest to the Company's non-management, independent Chair of the Board and to refrain from voting on any matter(s) in which they have a conflict. In considering whether an actual conflict of interest exists, factors to be considered include, but are not limited to, the benefit to the Company and the aggregate value of the transaction. Directors and employees companywide annually confirm compliance with the Code of Ethics.
The Board also adopted a Code of Ethics for Financial Officers that provides a framework for honest and ethical conduct by our financial officers as they perform their financial management responsibilities. The Code of Ethics for Financial Officers is applicable to the Chief Executive Officer, President, Chief Financial Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Corporate Controller, and others who are responsible for ensuring accurate and timely disclosures of financial information within our filings with the SEC. Other senior managers with accounting and financial reporting oversight must annually confirm compliance with the Code of Ethics for Financial Officers.
Related Persons Transactions. We review transactions in which the Company, or any of its subsidiaries, and our executive officers, directors, director nominees, 5% or greater stockholders or their immediate family members are or will be participants, to determine whether such related persons have a direct or indirect material interest in any such transaction. A related person transaction could include, but is not limited to, financial transactions, arrangements or relationships, including indebtedness or guarantees of indebtedness, and any series of similar transactions, arrangements or relationships. In determining whether to approve or ratify a related person transaction, the disinterested members of the Audit Committee, as part of an annual review or as required, will consider the relationship of the individual to the Company, the materiality of the transaction to the Company and the individual, and the business purpose and reasonableness of the transaction. The Audit Committee may approve or disapprove the transaction and direct the officers of the Company to take appropriate action. The Audit Committee may also refer the matter to the full Board with a recommendation. If the Audit Committee or the Board determines that a related person had or will have a direct or indirect material interest in a Company transaction or currently proposed transaction meeting the threshold set forth in Item 404(a) of Regulation S-K, the transaction will be disclosed in our proxy statement.
We have established procedures in order to identify material transactions and determine, based on the relevant facts and circumstances, whether the Company or a related person has a direct or indirect material interest in the transaction. This includes discussions with the Board, as well as dissemination of a questionnaire that directors and executive officers are required to complete annually, with updates throughout the year. Director nominees, including those nominated by stockholders, are also required to complete a questionnaire in a form similar to that completed annually by directors and executive officers.
The Code of Ethics requires that individuals provide prompt and full disclosure of all potential conflicts of interest (including related person transactions) to the appropriate person. These conflicts of interest may be specific to the individual or may extend to his or her family members. Any officer who has a conflict of interest with respect to any matter is required to disclose the matter to the Chief Executive Officer, or if the Chief Executive Officer has a conflict of interest, the Chief Executive Officer would disclose the matter to the Audit Committee. All other employees are required to disclose any conflict of interest to Internal Audit. Directors are required to disclose any conflict of interest to the Chair of the Board and to refrain from voting on any matter(s) in which they have a conflict. In addition, directors, executive officers and designated employees must disclose to the Company, in an annual ethics questionnaire, any current or proposed conflict of interest (including related person transactions).
All employees and executive officers are encouraged to avoid relationships that have the potential for creating an actual conflict of interest or a perception of a conflict of interest. The Code of Ethics provides specific examples that could represent a conflict of interest, including, but not limited to, the receipt of any payment, services, loan, guarantee or any other personal benefits from a third-party in anticipation of or as a result of any transaction or business relationship between the Company and the third-party. No employee or executive officer is permitted to participate in any matter in which he or she has a conflict of interest unless authorized by an appropriate Company official and under circumstances that are designed to protect the interests of the Company and its stockholders and to avoid any appearance of impropriety.
CHESAPEAKE UTILITIES CORPORATION - 2022 Proxy Statement - 25


For the period beginning January 1, 2021 and ending March 9, 2022, there were no transactions, or currently proposed transactions, in which the Company was or is to be a participant and the amount involved exceeds $120,000, and in which any related person had or will have a direct or indirect material interest.
Anti-Hedging Policy and Pledging of Securities. Directors, executive officers and employees of the Company may not engage in hedging transactions related to the Company's securities. Directors, executive officers, and employees and their "related persons" (as defined in our Securities Trades by Company Personnel and Related Persons Policy) may not pledge the Company's stock as collateral for a loan or hold the Company's stock in a margin account.
Executive Sessions. The Chair of the Board presides over executive sessions of the non-management directors. The Company's Corporate Governance Guidelines ensure the integrity of these meetings by providing that the Chair of the Corporate Governance Committee would preside over these meetings in the event that the Chair of the Board is a management director. The Corporate Governance Guidelines also provide that if the non-management directors include any director who did not qualify as independent under the NYSE Listing Standards, the independent directors would meet at least annually without the non-independent director(s).

Ownership of Our Stock
Security Ownership of Certain Beneficial Owners and Management
The following table provides the number of shares of our common stock beneficially owned as of March 9, 2022 by each director and director nominee, by each NEO in the Summary Compensation Table, as well as the number of shares beneficially owned by all of the directors, director nominees and executive officers as a group as of March 9, 2022. No shares of our common stock have been pledged as security by a director or a NEO. The table also provides information for each other person known to us to beneficially own 5% or more of our common stock as of December 31, 2021. Pursuant to SEC rules, "beneficial ownership" for purposes of this table takes into account shares as to which the individual has or shares voting and/or investment power as well as shares that may be acquired within 60 days and is different from beneficial ownership for purposes of Section 16 of the Exchange Act, which may result in a number that is different than the beneficial ownership number reported in forms filed pursuant to Section 16.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Name of Beneficial Owner
Total Shares Owned Beneficially(1)
% of Class (* Less than 1%)
Lisa G. Bisaccia342*
Thomas J. Bresnan
24,505*
Beth W. Cooper
91,932*
Ronald G. Forsythe, Jr.
7,160*
Thomas P. Hill, Jr.
33,690*
Jeffry M. Householder
42,290*
Dennis S. Hudson, III
15,168*
Lila A. Jaber
1,867*
Paul L. Maddock, Jr.
50,742*
Calvert A. Morgan, Jr.
47,302*
Dianna F. Morgan
17,231*
James F. Moriarty
21,649*
John R. Schimkaitis(2)
89,854*
Jeffrey S. Sylvester
6,287*
Kevin J. Webber
6,431*
Executive Officers and Directors as a Group
456,4502.58%
Name of Investment Advisor
BlackRock, Inc.(3)
55 East 52nd Street
New York, NY 10055
2,663,37915.10%
T. Rowe Price Associates, Inc.(4)
100 E. Pratt Street
Baltimore, MD 21202
2,325,40213.20%
The Vanguard Group(5)
100 Vanguard Blvd.
Malvern, PA 19355
1,294,9767.36%
1Unless otherwise indicated in a footnote, each beneficial owner possesses sole voting and sole investment power with respect to their shares shown in the table. Voting rights are shared with spouses and other trustees in certain accounts for Thomas J. Bresnan (12,311 shares), Beth W. Cooper (2,224 shares), Jeffry M. Householder (423 shares), Paul L. Maddock, Jr. (18,000 shares), Calvert A. Morgan, Jr. (22,777 shares) and John R. Schimkaitis (76,866 shares). Independent accounts are held by the spouse of Thomas P. Hill, Jr. (15,437 shares).
CHESAPEAKE UTILITIES CORPORATION - 2022 Proxy Statement - 26


2In 2021, 7,000 shares were held in escrow for Mr. Schimkaitis with oversight by a third-party escrow agent in connection with the Pension Plan. The Company terminated the Pension Plan in 2021 and as a result, the escrow account was closed and the 7,000 shares were delivered to Mr. Schimkaitis.
3According to its report on Schedule 13G/A, filed on January 27, 2022, BlackRock, Inc. (“BlackRock”) was deemed to beneficially own 2,663,379 shares, or 15.1%, of our common stock as of December 31, 2021. According to the Schedule 13G/A, BlackRock had sole power to vote 2,621,764 shares and sole power to dispose of 2,663,379 shares. BlackRock’s Schedule 13G/A, as filed with the SEC, certified that it acquired the shares of our common stock in the ordinary course of business and not for the purpose of changing or influencing the control of the Company.
4According to its report on Schedule 13G/A, filed on February 14, 2022, T. Rowe Price Associates, Inc. (“T. Rowe Price”) was deemed to beneficially own 2,325,402 shares, or 13.2%, of our common stock as of December 31, 2021. According to the Schedule 13G/A, T. Rowe Price had sole power to vote 732,099 shares and sole power to dispose of 2,325,402 shares. T. Rowe Price’s Schedule 13G/A, as filed with the SEC, certified that it acquired the shares of our common stock in the ordinary course of business and not for the purpose of changing or influencing the control of the Company.
5According to its report on Schedule 13G/A, filed on February 9, 2022, The Vanguard Group (“Vanguard”) was deemed to beneficially own 1,294,976 shares, or 7.36%, of our common stock as of December 31, 2021. According to the Schedule 13G/A, Vanguard had sole power to vote 0 shares and sole power to dispose of 1,266,976 shares. Vanguard’s Schedule 13G/A, as filed with the SEC, certified that it acquired the shares of our common stock in the ordinary course of business and not for the purpose of changing or influencing the control of the Company.

Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires each of the Company's directors and executive officers, and any beneficial owner of more than 10% of our common stock, to file reports with the SEC. These include initial reports and reports of changes in the individual’s beneficial ownership of our common stock. Such persons are also required by SEC regulations to furnish the Company with copies of such reports. Other than T. Rowe Price and BlackRock, Inc., which own 13.2% and 15.1% respectively, of the Company's outstanding shares of common stock, we are not aware of any person or entity that beneficially owns more than 10% of our common stock as of the date this Proxy Statement is filed with the SEC. To our knowledge, based solely on a review of (i) the Section 16 reports we filed on behalf of the Company's directors and executive officers, (ii) all Section 16(a) reports furnished to us, and (iii) the written representations made by such persons that no other reports were required, we believe that during the year ended December 31, 2021 all directors, executive officers, and holders of more than 10% of our common stock, filed on a timely basis the reports required by Section 16(a).

6 - OUR ENGAGING CULTURE
Communications with the Board, Stockholders, Financial Community and Other Interested Parties
Communications with the Board. Stockholders and other parties interested in communicating directly with the Board, a committee of the Board, any individual director, the director who presides at executive sessions of the non-management or independent directors, or the non-management or independent directors, in each case, as a group, may do so by sending a written communication to the attention of the intended recipient(s) in care of the Corporate Secretary at Chesapeake Utilities Corporation, 500 Energy Lane, Dover, Delaware 19901. All communications must be accompanied by the following information: (i) if the person submitting the communication is a stockholder, a statement of the type and amount of securities of the Company that the person holds; (ii) if the person submitting the communication is not a stockholder and is submitting the communication to the non-management or independent directors as an interested party, the nature of the person’s interest in the Company; (iii) any special interest of the person in the subject matter of the communication; and (iv) the address, telephone number and email address, if any, of the person submitting the communication. The Corporate Secretary will forward all appropriate communications to the intended recipient(s). Communications relating to accounting, internal controls or auditing matters are handled in accordance with procedures established by the Audit Committee. The independent directors have unanimously approved these communications procedures. In 2021, all of our then serving directors were in attendance at the 2021 Virtual Annual Meeting of Stockholders.
Communications with Stockholders and the Financial Community. Our management team conducts outreach to stockholders and the financial community throughout the year to obtain input and to inform our management team and the Board about matters of interest. Input is regularly shared with the Board and its Committees at their scheduled meetings and through interim updates given to the Board. During the year, we generally discuss our strategy, financial and operational performance, macroeconomics, as well as corporate governance, sustainability, human capital management, and compensation matters with stockholders and the financial community. Throughout 2021, management remained engaged with its stockholders and the financial community through increased participation in virtual industry conferences and investor roadshows, which provided management the opportunity to communicate with security analysts, portfolio managers, investors, rating agencies and investment bankers. Those attending the conferences have an opportunity to receive information about the Company and interact with the management team. Management also interacts with investors on a routine basis including, but not limited to, certain events and venues as illustrated below. Communications made during outreach efforts are done so in accordance with our Regulation FD policy.
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Engagement with our Stockholders and the Financial Community
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Environmental, Social and Governance ("ESG")
For more than 160 years, Chesapeake Utilities has grown responsibly and with financial discipline to deliver affordable and sustainable energy solutions that respond to the evolving needs of our customers and the communities we serve. We take seriously our responsibility to be a good and trusted corporate citizen, and doing all we can to contribute to greater sustainability and societal advancement. At Chesapeake Utilities, we know that the services we provide contribute to the comfort and economic well-being of our customers and communities. Our energy delivery solutions continue to play a key role in bringing value in real time to our customers.
Consistent with our culture of teamwork, the broad responsibility of ESG stewardship is supported across our organization by the dedication and efforts of the Board and its Committees, as well as the entrepreneurship and dedication of our team. As stewards of long-term enterprise value, the Board is committed to overseeing the sustainability of the Company and its safety and operational compliance practices, and to promoting equity, diversity and inclusion that reflects the diverse communities we serve. The Corporate Governance Committee oversees our ESG activities and initiatives to continue enhancing our culture of sustainability and corporate governance practices. The Audit Committee oversees the integrity of our financial statements and financial reporting process, our risk exposure, and implementation and effectiveness of our risk management programs. The Compensation Committee promotes a culture of equity, diversity and inclusion and contributes to the ability to attract, retain, develop and motivate both at the executive level and throughout the organization. Finally, the Investment Committee assists the Board with evaluating investment opportunities, including those involving renewable natural gas, solar and other sustainable initiatives. In 2021, the management team and employees from across our businesses joined together to continue discussions around our sustainability initiatives and ESG practices. Additionally, our team continues to collaborate with various industry and trade organizations, as well as other companies, to evaluate evolving ESG practices. We include information on our commitment to sustainability and ESG in our earnings release, earnings call presentations and discuss sustainability with stockholders and the financial community. The Company's Inaugural Sustainability Report is available on our website at www.chpk.com/sustainability-report. The Report provides additional information on our long-standing environmental, social and governance stewardship.
7 - DIRECTOR AND EXECUTIVE COMPENSATION
The Compensation Committee, comprised of independent directors, annually reviews and considers non-employee director and executive compensation. In fulfilling this responsibility, the Committee considers a variety of factors including market trends and best practices for aligning compensation with our business strategy and overall objectives, as well as promoting a pay-for-performance culture. The Committee also considers market data for the Company’s peer group and industry published survey data provided by FW Cook, its independent compensation consultant. The Board approves all director compensation arrangements. A comprehensive non-employee director and executive compensation program contributes to an organization’s strong culture and health and is centered on creating stockholder value. This Director and Executive Compensation section provides additional information on our program, including the plans under which performance incentive awards are granted to the executive officers.
2013 Stock and Incentive Compensation Plan
In 2013, stockholders approved the Company's SICP under which employees and non-employee directors are eligible to receive equity awards. The full text of the SICP can be reviewed in our proxy statement that was filed with the SEC on April 2, 2013. In 2017, the Compensation Committee of the Board, as administrator of the SICP, approved a technical amendment to the SICP to align the SICP with a change in accounting standards. The amendment changes the limitation on tax withholding from shares of the Company’s common stock issued pursuant to awards granted to employees under the SICP from the minimum legally required tax withholding to the maximum permitted, consistent with the change in accounting standards. The SICP enhances stockholder value by ensuring that employees and directors have a proprietary interest in our growth and financial success. The Board has the authority to determine the number and type of equity or stock awards to be granted to employees and directors under the SICP.
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Director Compensation
The Compensation Committee, which consists solely of independent directors, reviews director compensation annually to ensure the appropriate compensation arrangements are in place for non-employee directors. The Committee subsequently reports its findings and any recommendations to the Board. The Board approves all director compensation arrangements. A director who is also an employee of the Company receives no additional compensation for service as a director.
Non-Employee Director Compensation
Each non-employee director receives cash and equity compensation for serving on the Board. In May 2021, the Board reviewed non-employee director compensation and determined that changes to the non-employee director compensation were appropriate. The amounts approved by the Board are reflected in the table below. Directors may not elect to receive their cash compensation in stock or vice versa. Directors are reimbursed for business expenses incurred in connection with attending meetings and performing other Board-related services, including external director education.

2021 Annual Meeting until the
2022 Annual Meeting
2020 Annual Meeting until the
2021 Annual Meeting
Board Retainers - Cash(1)
Board Member
$
80,000
$
80,000
Board Chair
$
85,000
$
85,000
Board Retainers - Equity(2)
Board Member
$
80,000
$
75,000
Committee Retainers - Cash(3)
Committee Member
$
6,000
$
6,000
Audit Committee Chair
$
16,000
$
16,000
Compensation Committee Chair
$
14,000
$
14,000
Corporate Governance Committee Chair
$
14,000
$
14,000
1No additional compensation is received for attendance at a Board or Committee meeting. The Chair of the Board receives a cash retainer that is in addition to the Board Member retainer.
2Fractional shares are rounded down to the nearest whole number. Fractional shares are paid in cash.
3In addition to Board retainers, Committee members receive a retainer fee for each Standing Committee on which they serve. The Chair of each Standing Committee also receives a Chair retainer for service in such capacity with the exception of the Investment Committee.
Deferred Compensation
Directors may defer all or a portion of their Board or Committee retainers in accordance with the Deferred Compensation Plan, which is further described in the Non-Qualified Deferred Compensation Plan section in this Proxy Statement. Deferrals made under the Deferred Compensation Plan are on a pre-tax basis until the director's separation from service with the Company and its affiliates or another specified date. At all times, directors have a 100% vested interest in the amount of cash or stock that is deferred.
Director Stock Ownership
In accordance with our Corporate Governance Guidelines, each non-management director is required to own, beneficially and of record, a number of shares of our common stock with a market value that meets or exceeds a threshold established by the Board from time to time. This ownership threshold is currently five times the amount of the annual cash retainer in effect on February 24, 2017 and payable to a non-management director for service on the Board (the "Director Stock Ownership Requirement"). The cash retainer payable to directors for Committee service is not taken into account for this purpose. Each non-management director must comply with the Director Stock Ownership Requirement within five years from the later of (i) the date of such director’s initial appointment or election to the Board and (ii) December 6, 2017, the effective date of the director stock ownership guidelines (the "Ownership Period"). A director shall be in compliance with the director stock ownership guidelines if he or she satisfies the Director Stock Ownership Requirement at any time during the Ownership Period and then continues to own not less than the number of shares owned on the date of such compliance (taking into account any stock split or combination transactions). The Corporate Governance Committee, in its sole discretion, may consider the circumstances surrounding any shortfall in ownership by a director and address such situation as it deems appropriate. All non-employee directors currently exceed the Director Stock Ownership Requirement or are within the applicable Ownership Period for achievement of the Director Stock Ownership Requirement.
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Independent Compensation Consultant's Report
In May 2021, the Compensation Committee received a non-employee director compensation presentation (the “Analysis”) prepared by FW Cook. The Analysis compared our then current director compensation arrangements against the Company's compensation peer group and a broader energy industry survey group. The peer group used for the purposes of this Analysis is the same group of companies used to evaluate the Company's executive compensation program. The Analysis reviewed various elements of director compensation, including annual cash and equity retainers, meeting fees, and committee compensation. The Compensation Committee, after reviewing, discussing, and considering the Analysis and other relevant factors, recommended to the Board that changes be made to non-employee director compensation. The Board approved the Compensation Committee's recommendations at its meeting held in May 2021 and approved changes to non-employee director compensation, which are reflected in the table provided in the Non-Employee Director Compensation section of this Proxy Statement. In the future, the Board may modify director compensation as it deems appropriate.

2021 Director Compensation
The following table reflects compensation earned or paid to non-employee directors in 2021 for services on the Board from the 2021 Annual Meeting of Stockholders until the 2022 Annual Meeting of Stockholders:
2021 DIRECTOR COMPENSATION
Director Name(1)
Fees Earned or Paid in Cash(2)
Stock Awards(3)
Total(4)
Eugene H. Bayard(5)
$86,014$79,986$166,000
Lisa G. Bisaccia(6)
$46,626$44,149$90,775
Thomas J. Bresnan$108,014$79,986$188,000
Ronald G. Forsythe, Jr.$92,014$79,986$172,000
Thomas P. Hill, Jr.(7)
$92,014$79,986$172,000
Dennis S. Hudson, III$92,014$79,986$172,000
Lila A. Jaber$86,014$79,986$166,000
Paul L. Maddock, Jr.$86,014$79,986$166,000
Calvert A. Morgan, Jr.$112,014$79,986$192,000
Dianna F. Morgan$106,014$79,986$186,000
John R. Schimkaitis(7)
$171,014$79,986$251,000
1Jeffry M. Householder was appointed to serve as a director and our President and Chief Executive Officer effective January 1, 2019. Mr. Householder does not receive compensation for his services as a director or Chair of the Investment Committee.
2The Fees Earned or Paid in Cash column reflects Board and Committee retainers paid in May 2021 (or in October 2021 for Ms. Bisaccia), including fractional shares paid in cash.
3Except for Ms. Bisaccia, the Stock Awards column reflects the grant date fair value of the award on May 5, 2021 of $79,986 (683 shares of common stock based upon a price per share of $117.11, the closing price on May 5, 2021) for each director serving as of May 5, 2021. The stock awards and all prior stock awards are fully vested in that they are not subject to forfeiture.
4There is no compensation that needs to be included in the Option Awards, Non-equity Incentive Plan Compensation, or Change in Pension Value and Non-Qualified Deferred Compensation Earnings or All Other Compensation columns. Dividends on deferred stock units in the Deferred Compensation Plan (which are settled on a one for one basis in shares of common stock) are the same as dividends paid on the Company’s outstanding shares of common stock. Additionally, cash retainer compensation deferred under the Deferred Compensation Plan has investment crediting options that are the same as investment options available to all employees under the Company's Retirement Savings Plan. As a result, the directors participating in the Deferred Compensation Plan do not receive preferential earnings on their investments. Directors do have the ability to purchase propane at the same discounted rate that we offer to our employees, the value of which, when combined with all other perquisites and personal benefits, does not exceed $10,000 in the aggregate.
5Mr. Bayard, a valued member of the Company's Board and Corporate Governance Committee, passed away in November 2021. The Board acknowledges and honors Mr. Bayard's more than 15 years of contributions to the Company and its shareholders.
6Lisa G. Bisaccia was appointed to serve as a director effective October 15, 2021. Effective with this appointment, Ms. Bisaccia received a cash payment of $44,203 for the prorated Board retainer and fractional shares paid in cash for services to be performed from October 15, 2021 through May 4, 2022. The Stock Award column reflects a grant date fair value of $44,149 (342 shares based on a price per share of $129.09, the closing price on October 14, 2021). The stock award is fully vested in that it is not subject to forfeiture. Additionally, Ms. Bisaccia was appointed to the Compensation Committee on December 8, 2021 and received a pro-rated cash retainer of $2,423 in January 2022 for services to be performed from December 8, 2021 through May 4, 2022.
7The following directors deferred their annual stock retainer as follows: Hill - $79,986 and Schimkaitis - $79,986. Mr. Hill also deferred his annual Board and Committee cash retainers and fractional shares totaling $92,014. All deferrals were made in accordance with the terms of the Deferred Compensation Plan.
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Report of the Compensation Committee on Compensation Discussion and Analysis
The Compensation Committee reviewed and discussed the Compensation Discussion and Analysis with the Company's management. The Compensation Committee, based on its review and discussions, recommended to the Board that the following Compensation Discussion and Analysis be included in this Proxy Statement and filed with the SEC.
The information in this Report shall not be considered “soliciting material,” or to be “filed” with the SEC nor shall this information be incorporated by reference into any previous or future filings under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company incorporated it by specific reference.
This Report is provided by the following independent directors who comprise the Compensation Committee:
THE COMPENSATION COMMITTEE
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Dianna F. Morgan, Chair
Lisa G. Bisaccia
Ronald G. Forsythe, Jr.
Dennis S. Hudson, III
Calvert A. Morgan, Jr.

Compensation Discussion and Analysis
Throughout the Compensation Discussion and Analysis section of this Proxy Statement, we will provide information on the Company's NEOs, the structure and components of our executive compensation program, as well as various considerations and actions taken throughout the year by the Compensation Committee as it relates to the compensation for the NEOs.
Named Executive Officers
In this section, we identify five individuals in accordance with Item 402(a)(3) of Regulation S-K. These individuals are collectively referred to as the "Named Executive Officers" or "NEOs."
The following employees were Named Executive Officers in 2021:
Jeffry M. Householder, President and CEO
Beth W. Cooper, Executive Vice President, CFO and Assistant Secretary
James F. Moriarty, Executive Vice President, General Counsel, Corporate Secretary and Chief Policy and Risk Officer
Kevin J. Webber, Senior Vice President and Chief Development Officer
Jeffrey S. Sylvester, Senior Vice President and Chief Operating Officer
The NEOs and our entire Chesapeake Utilities team are dedicated to providing value added services to our stockholders and the communities we serve. We refer you to our Strategic Growth section in this Proxy Statement where we discuss our strong growth across the Company’s regulated and unregulated energy businesses as evidenced by our financial results in 2021. We intend to build upon our strong foundation in further pursuit of new growth opportunities and increased efficiencies.
Highlights for Our Executive Compensation Program
Our executive compensation program is designed to attract and retain talented executive officers and to incentivize both short-term and long-term financial and operational performance, without encouraging unnecessary risk. Highlights for our executive compensation program are provided below. We encourage you to review these highlights and the entire Compensation Discussion and Analysis section when evaluating our say-on-pay proposal (Proposal 2).
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Strong Performance in 2021As a result of the collective efforts of the Chesapeake Utilities team, we generated strong financial results in 2021, including for those metrics that are tied to performance-based compensation.
EPS: The growth and initiatives pursued by our businesses resulted in basic 2021 EPS of $4.75 per share (versus basic EPS of $4.28 per share in 2020).
ROE: ROE was 11.3% as a result of growing earnings from a stable utility foundation and investing in related businesses and services that provide opportunities for returns greater than traditional utility returns.
TSR: Our strategic growth has led to an average annualized shareholder return for the past 1, 3, 5, 10 and 20 year periods ended December 31, 2021 that ranges from 16% to 37%. In 2021, the Board increased the annualized dividend by 9.1%, reflecting our commitment to stockholder value through dividend growth that is cultivated from sustainable earnings growth.
Capital Investments: Future growth is generated in part from successfully identifying and making profitable capital investments. We continued to invest in high levels of capital expenditures, with an investment of $227.8 million in capital expenditures in 2021.
Strategic Growth
We are focused on identifying and developing opportunities across the energy value chain, with emphasis on midstream and downstream investments that are accretive to earnings per share and consistent with our long-term growth strategy. Our diverse asset base includes a utility foundation with upside from our complementary unregulated energy businesses. We are continuing to pursue and develop new growth opportunities and regulatory strategies that build upon our core platform. We reported record earnings for 2021, achieved positive shareholder returns, and reaffirmed our long-term earnings and capital expenditures guidance with newly announced capital expenditure guidance of $175.0 to $200.0 million for 2022. Strategically, we successfully completed the acquisition of Diversified Energy’s propane assets expanding our service footprint into North and South Carolina, and began service of our first Renewable Natural Gas project, a pipeline expansion in Ohio. This was all while continuing to expand our regulated and unregulated businesses. See the Strategic Growth section in this Proxy Statement for additional information.
Executive Compensation Program
The executive compensation program is designed to focus executive officers on both short-term and long-term financial and operational performance of the Company. Cash incentive awards for performance in 2021 and equity incentive awards for performance in 2021-2023 comprised between 56% to 74% of total direct compensation for each named executive officer in 2021.
Base Salary is a fixed compensation element that is set at competitive levels in order to attract and retain executive officers with skills and attributes that align with our culture and strategic goals.
Short-Term Cash Incentive Compensation is one of two at-risk compensation elements that incentivizes NEOs upon the achievement of pre-established financial and non-financial performance metrics over an annual period.
Long-Term Equity Incentive Compensation is the second at-risk compensation element that incentivizes NEOs upon the achievement of pre-established financial performance metrics over a three-year performance period.
NEOs participate in the same benefits that are available to other employees.
Determination of CompensationThe Compensation Committee aims to provide a fair, reasonable and competitive executive compensation program that aligns compensation to our business objectives and performance.
Independent Consultant Review: To assess the competitiveness of our executive compensation program, the Compensation Committee engages an independent compensation consultant, FW Cook.
Peer Comparison: FW Cook prepares a market analysis that compares our compensation practices against those of our compensation peer group and a broader energy industry survey group, which is reviewed and discussed by the Compensation Committee.
Market Median: In the market analysis, FW Cook concluded that the target total direct compensation for the NEOs was, in aggregate, within a competitive range of the market median for the survey data which increased year-over-year for certain positions.
Benchmarking Performance: Our short-term and long-term incentive programs include financial metrics that are benchmarked against the peer group.
Say-on-Pay: The Compensation Committee will consider advisory stockholder votes in the future when determining executive compensation. The Board adopted annual say-on-pay advisory votes as supported by our stockholders. The next advisory vote on the frequency of future say-on-pay advisory votes will occur at the 2023 Annual Meeting of Stockholders.
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Compensation Practices
Our processes and controls related to the executive compensation program mitigate unnecessary risk-taking.
Process and Controls: Our short-term and long-term incentive programs: (i) utilize multiple performance criteria; (ii) allow our Compensation Committee to adjust awards based on individual performance; (iii) require the Audit Committee to review the relevant financial results prior to the issuance of any award; and (iv) feature a cap on the maximum amount that can be earned during any performance period.
Stock Ownership Guidelines: Our stock ownership guidelines require the NEOs to retain a certain number of shares over the applicable time period, which encourages long-term ownership in the Company, aligns interests with the Company's stockholders, and mitigates potential compensation-related risk.
Key Compensation Decisions
In 2021, the Compensation Committee approved the following payouts under the compensation program for base salary, short-term cash, and long-term equity.
Base Salaries: For 2021, base salaries for the NEOs increased over their respective base salaries for the prior year after considering a market analysis by FW Cook, the NEO's role and scope of responsibilities, prior performance, and the competitive nature of our business.
Short-Term Incentive Payout: Cash incentive award payouts for the NEOs as provided in the Summary Compensation Table ranged from approximately 138% to 140% of each NEO's respective target opportunity based on performance over the period from January 1, 2021 through December 31, 2021.
Long-Term Incentive Payout: Equity incentive award payouts for the 2019-2021 performance periods for Messrs. Householder, Moriarty, Webber and Sylvester and Ms. Cooper were 196% of their respective target opportunity.
Strong Performance in 2021
The leadership of the Board and the collective efforts of the Chesapeake Utilities team contributed to another remarkable year of performance, our 15th consecutive year of strong earnings growth, despite continued challenges presented by the COVID-19 pandemic and ever changing market conditions. Together, our businesses generated record earnings by delivering safe, reliable, affordable and sustainable energy solutions to our rapidly expanding service territories. To support this growth, we deployed over $228 million in new capital investments, including the acquisition of Diversified Energy’s propane assets. The Company's net income for the year ended December 31, 2021 was $83.5 million, or $4.75 earnings per share (basic), generating record performance for the Company. The growth and initiatives pursued by our businesses in 2021 generated increased EPS of $0.47 per share over 2020 (2021 EPS of $4.75 per share versus $4.28 per share in 2020). Higher performance in 2021 was generated from continued pipeline expansion projects, organic growth in our natural gas distribution businesses, natural gas and propane acquisitions completed in 2020 and 2021 including the acquisition of Diversified Energy's propane assets which expanded our service footprint into North and South Carolina, increased propane margins per gallon and fees, increased demand for compressed natural gas ("CNG") transportation services, increased customer consumption along with higher rates from our unregulated natural gas infrastructure company, and incremental contributions associated with regulated infrastructure programs. Further impacting 2021 was increased consumption from a return toward pre-pandemic levels, and regulatory deferral of COVID-19 related costs. The Company recorded higher depreciation, amortization and property taxes related to recent capital investments and operating expenses associated primarily with growth initiatives, including payroll, benefits and other employee-related expenses. Additionally, our first Renewable Natural Gas project, a pipeline expansion in Ohio, began service in 2021, and we issued our first sustainability financing to support capital investments in clean energy delivery solutions. 2021 EPS from continuing operations (which excludes discontinued operations of a former business and the associated asset sales) increased to a record $4.75 per share, an increase of $0.52 per share, or 12.3%, over 2020's EPS from continuing operations of $4.23 per share. Our strong financial results translated into a 11.3% ROE, marking our 17th consecutive year with ROE at or above 11%. In 2021, our teams did an exceptional job positioning the Company for future scale and efficiency through our continuing business transformation efforts. These initiatives led to a more streamlined organizational structure, allowing for continued focus on the growth of our natural gas, electric and propane businesses, while also driving the expansion of our sustainable energy solutions. We also have several other initiatives underway, including plans to add additional small solar facilities along our system, and our recent participation in a pilot program to blend hydrogen into the natural gas distribution system that serves our CHP plant on Amelia Island, Florida. We are excited about the outcome of this pilot program and believe that hydrogen will continue to gain in efficiency and become more price competitive over time. By investing in renewable natural gas, hydrogen and other clean energy projects, the Company will be poised to play an increasingly important role in our nation’s transition to more sustainable energy.
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BASIC EARNINGS PER SHARE
5-Year CAGR Earnings Growth - 10.6%
Reported net income for 2021 was $83.5 million, or $4.75 per share compared to $71.5 million, or $4.28 per share (basic) for 2020. Net income from continuing operations for 2021 increased to $83.5 million, or $4.75 per share, from $70.6 million, or $4.23 per share in 2020, representing a growth rate of 12.3%. Continued pipeline expansion projects, organic growth in our natural gas distribution businesses, natural gas and propane acquisitions completed in 2020 and 2021, increased propane margins per gallon and fees, and incremental contributions associated with regulated infrastructure programs were all significant contributors to higher earnings in 2021. Our basic earnings per share for 2017 through 2021 is as follows:
ANNUALIZED DIVIDEND GROWTH
5-Year CAGR Dividend Growth - 9.5%
Chesapeake Utilities has paid dividends to its stockholders for 61 consecutive years. During those 61 years, we have either maintained or increased our annualized dividend. Over the past five years, the annual dividend increase has grown from 6.6% in 2017 to 9.1% in 2021. The Board increased the annualized dividend in 2021 by $0.16 per share, or 9.1% over the prior year reflecting our commitment to stockholder value through dividend growth that is cultivated from sustainable earnings growth. This resulted in an annualized dividend of $1.92 per share in 2021. Our annualized dividend per share from 2017 through 2021 is as follows:
chart-0430c9a2b5484276aaba.jpg chart-07a85898f86c4896a80a.jpg
AVERAGE ANNUALIZED AND TOTAL SHAREHOLDER RETURN
The combination of dividends and stock price appreciation for 2021 produced an annual total return to our stockholders of approximately 37% for the one year period ended December 31, 2021, and the average annualized shareholder return for the past 1, 3, 5, 10 and 20 year periods ended December 31, 2021 ranged from 16% to 37%. Chesapeake Utilities views its performance as an investment over the longer term, as there can be more volatility during shorter periods of time. The following charts reflect Chesapeake Utilities' total shareholder return over the short and long-term as compared to the median and 75th percentile of our performance peer group. See the performance peer group in the Companies in Our Peer Group Section of this Proxy Statement for more information.
AVERAGE ANNUALIZED SHAREHOLDER RETURNCUMULATIVE TOTAL SHAREHOLDER RETURN
chart-633d5cc874234073863a.jpg chart-f13af0612241471c94aa.jpg
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INVESTING FOR FUTURE GROWTH
Over the 5 years ended December 31, 2021, we have made capital investments totaling approximately 69% of total capitalization including short-term borrowings
Future growth is generated in part from the success in identifying and making profitable capital investments that accelerate change and fuel future earnings growth and new opportunities. Our performance in 2021 is driven in part by our steadfast commitment to pursuing growth opportunities with discipline, determination and drive. Our results are a culmination of the growth efforts that have been underway for some time coupled with our ability to identify and drive other earnings opportunities including new pipeline expansion projects, distribution extensions to new areas, new acquisitions, and new unregulated service offerings. Our earnings growth, because of the significance of our regulated operations, is driven by the additional capital investments we make. To sustain or increase our earnings growth rate, we invest in additional capital expenditures that generate returns equal to or greater than their respective target returns.
We continued this strategy with an investment of $227.8 million in new capital expenditures in 2021. We have invested more than $1 billion over the last five years, which represents approximately 69% of the Company's total capitalization (including short-term borrowings) of $1.5 billion at December 31, 2021. The chart below reflects annual capital expenditures (including acquisitions) for the twelve months ended December 31 for the most recent five fiscal years.
ANNUAL CAPITAL EXPENDITURES*
(in millions)
chart-5445e5fdb44e48aeb71a.jpg
*The annual capital expenditures reflected in this chart include acquisitions.
Strategic Growth
We are focused on identifying and developing opportunities across the energy value chain, with emphasis on midstream and downstream investments that are accretive to earnings per share and consistent with our long-term growth strategy. Our diverse asset base includes a utility foundation with upside from our complementary unregulated energy businesses. We are continuing to pursue and develop new growth opportunities and regulatory strategies that build upon our core platform. We reported record earnings for 2021, achieved positive shareholder returns, and reaffirmed our long-term earnings and capital expenditures guidance with newly announced capital expenditure guidance of $175.0 to $200.0 million for 2022. Strategically, we successfully completed the acquisition of Diversified Energy’s propane assets expanding our service footprint into North and South Carolina, and began service of our first Renewable Natural Gas project, a pipeline expansion in Ohio - all while expanding our pipeline and distribution service capacity and ensuring safe, reliable, affordable and more sustainable energy solutions to our rapidly expanding service territories. Overall, the growth and initiatives pursued by our businesses in 2021 resulted in strong performance across the Company including:
2021 Basic EPS (GAAP) of $4.75 per share compared to $4.28 per share (basic) for 2020, an increase of $0.47 per share or 11%
2021 Basic EPS from continuing operations increased to a record $4.75 per share, an increase of $0.52 or 12.3% over 2020, marking our 15th consecutive year of earnings growth
Return on Equity in 2021 was 11.3%, marking our 17th consecutive year with ROE at or above 11%
Year-over-year growth driven by pipeline expansions, natural gas organic growth, regulatory initiatives, growth in the Company's unregulated businesses and the impact from recent acquisitions (including the acquisition of Diversified Energy's propane assets, expanding our service footprint into North and South Carolina)
First Renewable Natural Gas project, a pipeline expansion in Ohio, completed and now in service
First sustainability financing issued to support capital investments in clean energy delivery solutions
Long-term earnings and capital expenditures guidance reaffirmed, with newly announced capital expenditure guidance of $175.0 million to $200.0 million for 2022
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Executive Compensation Program
The executive compensation program is designed to focus executive officers on both short-term and long-term financial and operational performance, without encouraging unnecessary risk. The Compensation Committee retains discretion in administering all awards and performance goals, and determining performance achievement. The following provides the components of our executive compensation program.
TOTAL DIRECT COMPENSATION FOR THE NEOs
Base Salary
Base salaries are set at competitive levels to attract and retain executive officers that have the knowledge and skills necessary to achieve the Company's established goals
The Compensation Committee considered the following, among other factors, when setting 2021 base salaries: scope of the executive’s responsibilities, prior year’s performance, internal equity and the competitive nature of our business
Short-Term Incentive Compensation
The 2015 Cash Plan, under which cash incentive awards may be granted, was approved by the Company's stockholders in May 2015
In February 2021, the Compensation Committee granted cash incentive awards for the performance period January 1, 2021 through December 31, 2021
1-year Performance Based Award
Evaluation of performance is based on achieving financial and non-financial targets
Awards are issued based on achievement of predetermined goals for EPS and individual performance
Awards are subject to a cap of 200% of target on the maximum amount that can be earned during any performance period, as well as an absolute dollar limit set under the terms of the 2015 Cash Plan
Long-Term Incentive Compensation
The SICP, under which equity incentive awards may be granted, was approved by the Company's stockholders in May 2013
In February 2021, the Compensation Committee granted 2021 Equity Incentive Awards which are based upon a three-year performance period ending December 31, 2023
3-year Performance Based Award
Awards are issued based on achievement of predetermined goals for the following performance metrics: TSR, growth in long-term earnings, and ROE
Awards are subject to a cap of 200% of target on the maximum amount that can be earned during any performance period, as well as an absolute total share award limit set under the terms of the SICP
Dividends on the equity incentive awards accrue in the form of dividend equivalents during the performance period and are only paid to the executive if the awards are earned and then only in proportion to the actual shares earned
BENEFIT PLANS AND PERQUISITES AVAILABLE TO CERTAIN EMPLOYEES, INCLUDING NEOs
Retirement Savings Plan
The Retirement Savings Plan is available to all eligible employees of the Company and its subsidiaries
For 2021, employees who participated in the Retirement Savings Plan received matching contributions of up to 6% of eligible cash compensation deferred in the plan up to the applicable statutory compensation limit. The IRS limits the amount of pre-tax contributions that a participant may make to their Retirement Savings Plan.
Employees of the Company and its subsidiaries, as applicable, are eligible to receive an additional supplemental employer contribution at the discretion of the Company
Deferred Compensation Plan
Extends the Retirement Savings Plan, on a non-qualified basis, for deferral of compensation that is in excess of the tax code limitations, as well as for Company matching and supplemental contributions on such excess cash deferrals under the same terms as the Retirement Savings Plan for a select group of management employees
Select employees of the Company and its subsidiaries, as applicable, are also eligible to receive an additional supplemental employer contribution at the discretion of the Company if such a contribution would have been made in the Retirement Savings Plan absent the compensation limit
Cash incentive awards may be deferred and paid at a later, predesignated time. Deferred cash incentive awards are eligible for matching or supplemental contributions by the Company.
Equity incentive awards may be deferred for later settlement; any deferred equity awards are not eligible for matching or supplemental contributions
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Benefits /Perquisites
Executives participate in the same benefits that are available to all employees of the Company
The All Other Compensation column of the Summary Compensation Table provides benefits where the aggregate value is more than $10,000
On behalf of each employee, the Company pays an annual premium in connection with term life insurance. The life insurance benefit of two times base salary is capped at $1,000,000, which limits the benefit to highly compensated employees.
Company-owned vehicles are available to the NEOs. Company vehicles are treated as imputed income for any personal use of the vehicle and is filed with the IRS on Form W-2.
Employees have the ability to purchase propane at a discounted rate
The Compensation Committee believes that this compensation program aligns the financial interests of the executive officers with the interests of stockholders. The Committee's approach to executive compensation encompasses practices that focus on a fair, reasonable and competitive executive compensation program while also aligning total compensation with our business objectives and performance, thereby focusing on stockholder value. The mix of base salary and performance-based incentive awards promote a pay-for-performance culture. In addition to those practices described above, several other practices encompassed in our executive compensation program are as follows:
A compensation recovery policy that requires the repayment by a named executive officer if an incentive award was calculated based upon the achievement of certain financial results or other performance metrics that, in either case, were subsequently found to be materially inaccurate
Engaging in hedging transactions related to the Company's stock is prohibited, as well as pledging the Company's stock as collateral for a loan or holding the Company's stock in a margin account
The Company does not provide excise tax gross-up protections
Stock ownership guidelines are in place that require attaining a certain ownership threshold within a specific time period
Determination of Compensation
Role of the Compensation Committee. The Compensation Committee is solely responsible for the oversight and administration of our executive compensation program. The Committee designs, recommends to the Board for adoption as appropriate, and administers the policies and practices related to executive compensation. The Committee, to the extent that it deems appropriate (and, in the case of any of the Company's employee benefit plans, to the extent permitted by the plan), may delegate the day-to-day administration of matters under its authority to employees of the Company, or a subcommittee, subject in all cases to the Committee's oversight responsibility. The Compensation Committee believes that the most effective compensation program is one that is designed to ensure that total compensation is fair, reasonable and competitive. The primary objectives in creating an effective compensation program are to:
Develop an appropriate mix of compensation to enhance performance that aligns the financial interests of the executive officers with the interests of our stockholders;
Structure the program to attract high-quality executive talent that will incentivize performance that focuses on achieving our short and long-term goals; and
Contribute to effective development of talent through internal processes such as performance evaluations, succession planning, and leadership development.
The Compensation Committee annually reviews the executive compensation program to align (i) the program with the Company's objectives; (ii) the components of each element of compensation to arrive at a proper overall compensation level; and (iii) the compensation with that earned by executive officers in comparable positions at peer companies.
Role of Management. The Chief Executive Officer participates in establishing the compensation targets and payout levels for the other NEOs. The Chief Executive Officer assesses the performance for the NEOs and recommends to the Compensation Committee the overall levels of achievement and the extent to which performance targets were attained. Upon request, supplemental materials are provided by management to the Compensation Committee to assist in making its determinations in regards to the overall levels of achievement. The Chief Executive Officer is not involved in any part of the setting of any component of his compensation. The Chief Executive Officer and other members of senior management attend Compensation Committee meetings only at the invitation of the Compensation Committee or the Chief Executive Officer.
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Role of Independent Compensation Consultant. The Compensation Committee engaged FW Cook as its independent compensation consultant to assist in reviewing the Company's executive compensation program. FW Cook advises the Compensation Committee on executive compensation and non-employee director compensation matters. FW Cook does not provide any other services to the Company.
Tax Considerations. The Company’s 2021 executive compensation program is similar to the program the Compensation Committee established in prior years. We refer you to our discussion in the Compensation Discussion and Analysis section of this Proxy Statement for further information regarding our executive compensation program design, including performance-based compensation. Prior to establishing the executive compensation program for the ensuing year, consideration is given to the accounting and tax treatment of certain forms of compensation. Effective January 1, 2019, the United States Tax Cuts and Jobs Act provided that all remuneration in excess of $1 million in a single year, including most performance-based compensation and payable to the Chief Executive Officer, Chief Financial Officer or to any one of the Company’s three most highly compensated executive officers is not deductible for federal income tax purposes.
Companies in Our Peer Group. In January 2021, FW Cook prepared a market analysis that compared our compensation practices for base salary, target cash compensation, and target direct compensation against those in an energy industry survey group. FW Cook also compared our compensation practices to the following gas, electric and diversified utilities (collectively, our "Compensation Peer Group"): MGE Energy, Inc., Northwest Natural Holding Co., South Jersey Industries, Inc., Spire Inc., Suburban Propane Partners, LP, and Unitil Corporation. The Compensation Committee reviewed and discussed the market analysis with FW Cook. The market analysis reflected that target total direct compensation for Messrs. Householder, Moriarty, Webber and Sylvester and Ms. Cooper was, in aggregate, within a competitive range of the market median (within +/-15%) for the survey data which increased year-over-year for certain positions. Our short-term and long-term incentive programs include financial metrics that are benchmarked against peer companies. The performance peer group established by the Compensation Committee relating to our long-term incentive program for the 2021-2023 performance period is comprised of the following companies which are similar to ours in terms of business operations: Atmos Energy Corporation, Black Hills Corporation, New Jersey Resources Corp., NiSource Inc., Northwest Natural Holding Co., Northwestern Corporation, ONE Gas, Inc., RGC Resources, Inc., South Jersey Industries, Inc., Spire Inc., and Unitil Corporation.
Compensation Practices
Process and Controls. We have controls in place that discourage unnecessary risk-taking. The NEOs simultaneously participate in the 2015 Cash Plan and the SICP, which provides multiple performance criteria at any given time. The Compensation Committee has discretion and the ability to adjust awards based on an NEO's individual performance. Several other features of the cash incentive award process further mitigate risk-taking and exposure, including the following: (i) financial results for the respective award period are reviewed by the Audit Committee prior to the issuance of any cash incentive award; (ii) the target for the cash incentive award is set at an amount that approximates the median cash incentive award of an industry peer group; and (iii) each cash incentive award features a cap (a maximum of 200% of the target) on the maximum amount that can be earned for any performance period, as well as an absolute dollar limit set under the terms of the 2015 Cash Plan.
The equity incentive awards compensate NEOs for improving stockholder value by achieving growth in TSR as well as growth in earnings, while investing for future long-term earnings growth. The Compensation Committee believes that these awards do not encourage unnecessary risk-taking since part of the ultimate value of the award is tied to the Company’s stock price and awards are staggered and cover a multi-year performance period. Additionally, several other features of the equity incentive award process further minimizes potential risk: (i) financial results for the respective award year are reviewed by the Audit Committee prior to the issuance of any equity incentive award; (ii) all three performance metrics over the relevant performance periods are benchmarked against the same measures for a peer group of natural gas distribution companies, and the average ROE performance component is compared to predetermined ROE thresholds that are established by the Compensation Committee; and (iii) each equity incentive award features a cap (a maximum of 200% of the target) on the maximum amount that can be earned in any year, as well as an absolute total share award limit set under the terms of the SICP. The Compensation Committee believes that the 2015 Cash Plan and the SICP appropriately balance risk and the desire to focus on areas considered critical to the short-term and long-term growth and success of the Company.
The Compensation Committee has adopted additional practices to ensure diligent and prudent decision-making and review processes. The practices that are in place to manage and control risk include:
•    Cash incentive and equity incentive awards include performance components that are tied to the Company's strategic plan and capital budget, which are reviewed and approved by the Board;
•    During its goal-setting process, the Compensation Committee considers prior years' performance relative to future expected performance to assess the reasonableness of the goals;
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•    The 2015 Cash Plan and the SICP include both performance and profitability measures, thus balancing growth with value creation;
•    The Compensation Committee retains discretion in administering all awards and performance goals, and in determining performance achievement;
•    Each NEO is subject to stock ownership guidelines commensurate with their position that requires attaining and maintaining a specific stock ownership threshold, which stock, together with the NEO's equity awards, could lose significant value over time if the Company were exposed to inappropriate or unnecessary risks that could affect the Company's stock price; and
•    A compensation recovery policy is in place that requires the repayment by a named executive officer if an incentive award was calculated based upon the achievement of certain financial results or other performance metrics that, in either case, were subsequently found to be materially inaccurate.
In January 2021, FW Cook provided the Compensation Committee with a market analysis that compared the Company’s executive compensation with market data for the Company’s peer group, as well as with energy industry survey data. Target total direct compensation for Messrs. Householder, Moriarty, Webber and Sylvester and Ms. Cooper was, in aggregate, within a competitive range of the market median (within +/-15%) for the survey data which increased year-over-year for certain positions. The Company reviewed its compensation programs applicable to all employees in conjunction with the risks that were identified and included in the Company's Annual Report on Form 10-K and determined that these programs do not create risk that could result in a material adverse effect on the Company.
Stock Ownership and Retention Guidelines. The Corporate Governance Committee is responsible for the development, oversight, and monitoring of stock ownership guidelines. In November 2014, the Board amended the ownership guidelines upon the recommendation of the Corporate Governance Committee, replacing those guidelines adopted by the Board in 2006. The amended stock ownership guidelines include recommendations made by FW Cook. Since 2014, no changes have been made to the stock ownership guidelines for NEOs.
The stock ownership guidelines promote long-term profitability by aligning the interests of the NEOs with those of the Company's stockholders. The Chief Executive Officer's stock ownership requirement is five times base salary, and all other NEOs are at three times base salary. The stock ownership requirements can be achieved through several means, including making purchases on the open market, making optional cash investments through our Dividend Reinvestment and Direct Stock Purchase Plan, and earning performance incentive shares awarded by the Compensation Committee upon completion of the relevant performance period. Once a NEO attains the ownership requirement, the NEO will remain in compliance with the ownership guidelines despite future changes in the stock price and base salary, as long as the NEO continues to own shares equal to the number of shares owned at the time the ownership requirement is met.
Key Compensation Decisions
Base Salary. In January 2021, the Compensation Committee reviewed and discussed the market analysis that was prepared by FW Cook to assess the competitiveness of base salary levels. FW Cook's market assessment compared the Company's base salaries for Messrs. Householder, Moriarty, Webber and Sylvester and Ms. Cooper against market data for the Company's peer group, as well as from industry published survey data. FW Cook concluded that base salaries, in aggregate, for the NEOs are within a competitive range of the market median for survey data. Various factors such as experience, depth of responsibility, tenure, internal equity, and performance may drive variances to market. The Compensation Committee considered the following prior to setting base salaries for 2021: results of the market assessment performed by FW Cook; functional role of the position; scope of the individual’s responsibilities; prior year’s performance; internal equity and competitive nature of our business. For 2021, base salaries for the NEOs increased over their respective base salaries for the prior year.
Cash Incentive Award for the 2021 Performance Period. For 2021, the Compensation Committee granted cash incentive awards to each NEO under the 2015 Cash Plan. Generally, the target cash incentive award opportunity for each NEO is set at an amount that approximates the median prevailing practices of the industry peer group and broader energy industry for comparable positions. The actual award earned for all NEOs can range from 0% to 200% of the target cash incentive award, depending on actual performance at the end of the performance period as compared to the performance targets. The Compensation Committee may also use its discretion to adjust a participant’s cash incentive payout amount based on unanticipated and/or extraordinary events or other individual performance considerations. In general, the Compensation Committee’s discretion under the Cash Plan to adjust final bonus awards to NEO’s who are subject to the $1 million deduction limit under the Internal Revenue Code is limited to making a downward adjustment in the final amount payable. In February 2021, the Compensation Committee established financial and non-financial performance targets for the NEOs. The payout opportunity for the EPS target was 0% to 200% based upon a band centered around an EPS financial target of $4.60. Each NEO also had established individual goals in connection with determining the extent to which the
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individual met their non-financial target. For 2021, the NEOs individual performance goals were centered around the Company's fundamental areas of focus to employees and other stakeholders - Safety, Team, Service, Improvement, and Growth. All of our strategic objectives, initiatives, performance goals, and evaluation criteria relate to one or more of these words. The NEOs may earn a cash incentive award upon achieving the pre-established financial and non-financial targets based on the Compensation Committee’s evaluation. The Compensation Committee reserves the right to consider additional performance criteria for the Chief Executive Officer related to pursuing strategic or operational opportunities.
The following table shows each NEO's target cash incentive award, based on their applicable base salary as of December 31, 2021 and weighting for the financial and non-financial performance targets. In February 2022, the Compensation Committee reviewed the Company's earnings and the extent to which each NEO had achieved their applicable performance goals. As a result of our continued strong financial performance during 2021, the Compensation Committee did not make any changes to executive compensation or apply a discretionary adjustment to the cash incentive award for 2021. Based on this review, the Compensation Committee authorized the payment of cash incentive awards as reflected in the table below. The payouts for the performance-based cash incentive awards ranged from approximately 138% to 140% of each NEO’s target opportunity:
2021 CASH INCENTIVE AWARD
NEO
Base Salary
(at 12/31/2021)
Cash Opportunity
(% of Base Salary)
Award at
Target
(100%)
Weighting for the Performance TargetsActual Achievement of
Performance Targets and Associated Payout
Payout reflected in Summary Compensation Table
Non-FinancialFinancial Non-
Financial
Financial
Jeffry M. Householder$720,000 90%$648,000 20%80%130.62%$169,288 140.46%$728,121 $897,409 
Beth W. Cooper$410,000 50%$205,000 20%80%134.84%$55,283 140.46%$230,347 $285,630 
James F. Moriarty$410,000 50%$205,000 20%80%136.24%$55,859 140.46%$230,347 $286,206 
Kevin J. Webber$310,000 40%$124,000 20%80%137.65%$34,136 140.46%$139,332 $173,468 
Jeffrey S. Sylvester$310,000 40%$124,000 20%80%136.24%$33,788 140.46%$139,332 $173,120 
Equity Incentive Awards. The Compensation Committee is authorized to grant equity incentive awards to NEOs under the SICP. While the SICP authorizes the issuance of several types of equity or equity-based awards, the Company’s long-term incentive awards to NEOs have historically been 100% performance-based, featuring annual grants of shares that are awarded if pre-established performance targets are achieved at the end of a three-year performance period. The equity incentive awards are designed to reward executives for improving stockholder value by achieving growth in earnings while investing in the future growth of our businesses. The target equity award is a number of shares equivalent to the dollar value based on a percentage of base salary. The payout opportunity is 0% (minimum), 50% (threshold), 100% (target) and 200% (maximum) of the target equity award and as reflected in the table for the ROE component. The actual award earned for each NEO can range from zero to the maximum payout opportunity of 200% of the target number of shares, depending on actual performance at the end of the performance period (a three year or transition performance period) as compared to the performance targets. Awards are granted for each performance period pursuant and subject to the terms of performance share agreements entered into by each NEO and the Company.
2021 Equity Incentive Awards. In February 2021, the Compensation Committee granted the following performance-based equity incentive awards to each NEO for the January 1, 2021 through December 31, 2023 performance period as a percentage of base salary effective as of April 1, 2021:
EQUITY INCENTIVE AWARD OPPORTUNITY FOR THE 2021-2023 PERFORMANCE PERIOD
NEO
Base Salary
(at 4/1/2021)
Opportunity
(% of Base Salary)
Target
Equity Value
Average Closing Stock Price Target
Equity Shares
Jeffry M. Householder$720,000 160%$1,152,000 $105.46 10,923
Beth W. Cooper$410,000 110%$451,000 $105.46 4,276
James F. Moriarty$410,000 110%$451,000 $105.46 4,276
Kevin J. Webber$310,000 70%$217,000 $105.46 2,057
Jeffrey S. Sylvester$310,000 70%$217,000 $105.46 2,057
CHESAPEAKE UTILITIES CORPORATION - 2022 Proxy Statement - 40


The Compensation Committee approved the following performance components in connection with the equity incentive awards granted for the 2021-2023 Performance period.
Performance Component
Benchmark and Description of Benchmark
% of
Target Award
TSR
Total shareholder return compared to the total shareholder returns of companies included in the performance peer group for the period. Shareholder Return incentivizes executives to generate additional value for our stockholders.
30%
Growth in Long-Term Earnings
Total capital expenditures as a percentage of total capitalization as compared to companies in the performance peer group for the period. In the long-term, the Company’s growth in earnings per share is dependent upon continuous investment of capital at levels sufficient to drive future earnings growth.
35%
ROE
Average ROE compared to pre-determined ROE targets and the ROE relative to the performance peer group. ROE measures the Company’s ability to generate current income using equity investors’ capital.
35%
The Compensation Committee evaluates achievement of the TSR and Growth in Long-Term Earnings performance components based upon evaluating the Company's performance relative to the performance of a peer group over the applicable thirty-six month performance period. The Company's performance is ranked against the performance of the peer group. The payout opportunity is based on the Company's percentile ranking against the companies in the peer group for each of these two performance components as shown in the table below.
Percentile Ranking as Compared To Companies in the Performance Peer GroupPercentage of Payout of Target Equity Incentive Award
40th – 49th percentile50% - 74%
50th – 54th percentile75% - 99%
55th – 59th percentile100% - 124%
60th – 64th percentile125% - 149%
65th – 69th percentile150% - 174%
70th – 80th percentile175% - 199%
Greater than 80th percentile200%
The Compensation Committee evaluates achievement of the ROE component based on the matrix provided below. NEOs are evaluated based both on the Company's average ROE over the three-year performance period as compared to predetermined ROE thresholds of 10% to a maximum of 12% and the ROE relative to the ROE performance of the peer group.
Percentile RankPayout Matrix
Maximum75%75%100%175%200%
Target50%50%75%100%150%
Threshold25%25%50%75%100%
ThresholdLow TargetTargetMaximum
10.00%11.00%11.25%12.00%
3 YEAR AVERAGE ROE COMPARED TO FIXED TARGETS
The peer group used to evaluate these components is provided in the performance share agreement applicable to these awards filed as Exhibit 10.18 of our Annual Report on Form 10-K for the period ended December 31, 2021. The payout opportunity for the 2021 Equity Incentive Awards is 0% (minimum), 50% (threshold), 100% (target), and 200% (maximum) of the target equity award and as reflected in the table above for the ROE component.
2020 Equity Incentive Awards. In February 2020, the Compensation Committee granted performance-based target equity incentive awards to the following NEOs for the January 1, 2020 through December 31, 2022 performance period: Householder - 11,357 shares, Cooper - 4,326 shares, Moriarty - 4,326 shares, Webber - 2,109 shares, and Sylvester - 2,109 shares. The incentive opportunity as a percentage of base salary is as follows: 150% for Mr. Householder, 100% for Ms. Cooper and Mr. Moriarty, and 65% for Messrs. Sylvester and Webber. The features of these awards are similar to the features described above for the 2021 Equity Incentive Awards. The peer group used to evaluate these components is provided in the performance share agreement applicable to these awards filed as Exhibit 10.20 of our Annual Report on Form 10-K for the period ended December 31, 2020. The payout opportunity is 0% (minimum), 50% (threshold), 100% (target), and 200% (maximum) of the target equity award and as reflected in the table above for the ROE component. Messrs. Householder, Moriarty, Sylvester and Webber and Ms. Cooper are entitled to earn the performance shares at the end of the performance period depending on the extent to which performance targets are achieved. The Compensation Committee will determine the achievement of equity incentive grants made to Messrs. Householder, Moriarty, Sylvester and Webber and Ms. Cooper, as applicable, for the 2020 Equity Incentive Awards, upon consideration of pre-established performance targets for the 2020-2022 performance period.
CHESAPEAKE UTILITIES CORPORATION - 2022 Proxy Statement - 41


2019-2021 Transitional Equity Incentive Awards. On December 4, 2019, the Board, upon recommendation from the Compensation Committee, approved transitional equity incentive awards for Messrs. Householder, Moriarty and Webber and Ms. Cooper in connection with their increased responsibilities in 2019. These NEOs were granted a transitional performance-based target equity incentive award for the January 1, 2019 through December 31, 2021 performance period as follows: Householder - 4,064 shares, Cooper - 697 shares, Moriarty - 768 shares, and Webber - 1,284 shares. The transitional incentive opportunity took into consideration the change in base pay as well as the increase in the incentive opportunity as a percentage of base salary. Mr. Sylvester joined the Company in December 2019. On December 4, 2019, the Board, upon recommendation from the Compensation Committee, approved a transitional performance-based target equity incentive award for Mr. Sylvester, commensurate with his position, of 2,109 shares for the same performance period. The features of these awards are similar to the features described above for the 2021 Equity Incentive Awards. The peer group used to evaluate these components is provided in the performance share agreement applicable to these awards filed as Exhibit 10.26 of our Annual Report on Form 10-K for the period ended December 31, 2019. The payout opportunity is 0% (minimum), 50% (threshold), 100% (target), and 200% (maximum) of the target equity award for each executive. Each named executive officer is entitled to earn the performance shares at the end of the performance period depending on the extent to which performance targets are achieved.
The Compensation Committee met in February 2022 to review the extent to which the NEOs achieved the performance targets established for the 2019-2021 Transitional Equity Incentive Awards. During the 2019-2021 performance period: (i) with respect to the TSR component, our TSR for the three years ended December 31, 2021, was at the 100th percentile compared to the peer companies’ TSR for the same period, and (ii) with respect to the Growth in Long-Term Earnings component, total capital expenditures as a percentage of total capitalization, for the Company was at the 100th percentile of our peer group. For the purposes of calculating the Earnings Performance component, the average ROE for the three years ended December 31, 2021 for the Company was 11.63%, which represented the 100th percentile. The executives received a payout of 200% of the target for the TSR, 200% of the target for the Growth in Long-Term Earnings components, and a payout of 188% of the target for the ROE component. As a result of our strong financial performance in 2021, the Compensation Committee did not make any changes to executive compensation or apply a discretionary adjustment to the equity incentive award for 2021. The shares received by each executive for the 2019-2021 Transitional Equity Incentive Awards are reflected in the table below. In addition, dividends on the equity incentive awards accrue in the form of dividend equivalents during the performance period and are paid to the respective executive in proportion to the actual shares earned.
ACHIEVEMENT OF TRANSITIONAL EQUITY INCENTIVE AWARDS FOR THE 2019 - 2021 PERFORMANCE PERIOD
NEOTarget Shares
TSR
(30% Weighting)
Growth in Long-Term Earnings
(35% Weighting)
ROE
(35% Weighting)
Actual Payout
Jeffry M. Householder4,0642,4382,8452,6707,953
Beth W. Cooper6974184884581,364
James F. Moriarty7684615365051,502
Kevin J. Webber1,2847708998442,513
Jeffrey S. Sylvester2,1091,2651,4761,3864,127
2019 Equity Incentive Awards. In February 2019, the Compensation Committee granted performance-based target equity incentive awards to the following NEOs for the January 1, 2019 through December 31, 2021 performance period: Householder - 7,142 shares, Cooper - 3,437 shares, Moriarty - 3,437 shares, and Webber - 2,128 shares. The features of these awards are similar to the features described above for the 2021 Equity Incentive Awards. The peer group used to evaluate these components is provided in the performance share agreement applicable to these awards filed as Exhibit 10.19 of our Annual Report on Form 10-K for the period ended December 31, 2019. The payout opportunity is 0% (minimum), 50% (threshold), 100% (target), and 200% (maximum) of the target equity award and as reflected above in the 2021 Equity Incentive Awards Section for the ROE component. Each executive is entitled to earn the performance shares at the end of the performance period depending on the extent to which performance targets are achieved. Mr. Sylvester joined the Company in December 2019. On December 4, 2019, the Board, upon recommendation from the Compensation Committee, approved a transitional performance-based target equity incentive award for Mr. Sylvester as described above in the 2019-2021 Transitional Equity Incentive Awards section in this Proxy Statement.
The Compensation Committee met in February 2022 to review the extent to which Messrs. Householder, Moriarty and Webber and Ms. Cooper earned the 2019 Equity Incentive Awards. The performance targets and resulting payouts were the same as the 2019-2021 Transitional Equity Incentive Awards. The Compensation Committee did not make any changes to executive compensation or apply a discretionary adjustment to the equity incentive award for 2021. The shares received by each executive for the 2019 Equity Incentive
CHESAPEAKE UTILITIES CORPORATION - 2022 Proxy Statement - 42


Awards are reflected in the following table. In addition, dividends on the equity incentive awards accrue in the form of dividend equivalents during the performance period and are paid to the respective executive in proportion to the actual shares earned.
ACHIEVEMENT OF 2019 EQUITY INCENTIVE AWARDS FOR THE 2019 - 2021 PERFORMANCE PERIOD
NEO(1)
Target Shares
TSR
(30% Weighting)
Growth in Long-Term Earnings
(35% Weighting)
ROE
(35% Weighting)
Actual Payout
Jeffry M. Householder7,1424,2854,9994,69213,976
Beth W. Cooper3,4372,0622,4062,2586,726
James F. Moriarty3,4372,0622,4062,2586,726
Kevin J. Webber2,1281,2771,4901,3974,164
1Mr. Sylvester joined the Company effective December 3, 2019. Mr. Sylvester was awarded shares under the 2019-2021 Transitional Equity Incentive Award.
Stock Vested During 2021
In February 2022, the Compensation Committee met and approved 2019 Equity Incentive Awards for Messrs. Householder, Moriarty and Webber and Ms. Cooper and the 2019-2021 Transitional Equity Incentive Awards for the NEOs as described above in the 2019 Equity Incentive Awards and 2019-2021 Transitional Equity Incentive Awards sections in this Proxy Statement. These equity incentive awards vested in 2021.
STOCK VESTED DURING 2021
NEO(1)
Date Shares Awarded by Compensation Committee
Number of Shares Acquired on Vesting(2)
Stock PriceValue Realized
on Vesting
Jeffry M. Householder2/22/202221,929$129.99 $2,850,551 
Beth W. Cooper2/22/20228,090$129.99 $1,051,619 
James F. Moriarty2/22/20228,228$129.99 $1,069,558 
Kevin J. Webber2/22/20226,677$129.99 $867,943 
Jeffrey S. Sylvester2/22/20224,127$129.99 $536,469 
1 Mr. Sylvester joined the Company effective December 3, 2019. Mr. Sylvester was awarded shares under the 2019-2021 Transitional Equity Incentive Award.
2 The shares awarded and corresponding value realized reflect shares received in March 2022 by the executives in the table above for the 2019-2021 Equity Incentive Award and 2019-2021 Transitional Equity Incentive Award. The following NEOs received shares for the 2019-2021 performance period: Householder - 13,976, Cooper - 6,726, Moriarty - 6,726, and Webber - 4,164. The following NEOs received shares for the 2019-2021 transitional performance period: Householder - 7,953, Cooper - 1,364, Moriarty - 1,502, Webber - 2,513, and Sylvester - 4,127 shares.

Outstanding Equity Awards
In February 2020, the Compensation Committee granted performance shares to the NEOs for the 2020-2022 performance period. The values of these awards are reflected in the Stock Award column for 2020 in the Summary Compensation Table, as applicable for each NEO, and are further described under the 2020 Equity Incentive Awards section in this Proxy Statement.
In February 2021, the Compensation Committee granted performance shares to the NEOs for the 2021-2023 performance period. The values of these awards are reflected in the Stock Award column for 2021 in the Summary Compensation Table, as applicable for each NEO, and in the Grant Date Fair Value column in the Grants of Plan-Based Awards Table. Please refer to the 2021 Equity Incentive Awards and Grants of Plan-Based Awards sections in this Proxy Statement for additional details on these awards.
CHESAPEAKE UTILITIES CORPORATION - 2022 Proxy Statement - 43


Executive Compensation
Summary Compensation Table
The following table provides information on compensation earned by the NEOs for the years ended December 31, 2021, 2020 and 2019, if applicable. In determining the individuals to be included in this table, we considered the roles and responsibilities of individuals serving at the Company and its subsidiaries during 2021, as well as total compensation (reduced by the change in pension value and non-qualified deferred compensation earnings), for the year ended December 31, 2021.
2021 SUMMARY COMPENSATION TABLE
Non-Equity Incentive Plan Compensation(4)
Change in Pension Value and NQDC Earnings(5)(6)
NEO and
Principal Position
YearSalary
Stock Awards(1)(2)
Bonus(3)
All Other Compensation(7)
Total
Jeffry M. Householder(8)
Chief Executive Officer and President
2021$715,000 $1,122,109 $$897,409 $$91,953 $2,826,471 
2020$675,000 $1,053,668 $$644,233 $$89,655 $2,462,556 
2019$614,596 $2,115,485 $$551,250 $$200,110 $3,481,441 
Beth W. Cooper
Executive Vice President, Chief Financial Officer and Assistant Secretary
2021$407,500 $439,269 $$285,630 $$44,114 $1,176,513 
2020$396,250 $401,353 $$221,320 $44,183$58,499 $1,121,605 
2019$378,795 $642,118 $50,000$265,289 $54,508$94,293 $1,485,003 
James F. Moriarty
Executive Vice President, General Counsel, Corporate Secretary and Chief Policy and Risk Officer
2021$407,500 $439,269 $$286,206 $$33,900 $1,166,875 
2020$396,250 $401,353 $$220,880 $$35,188 $1,053,671 
2019$377,244 $663,322 $20,000$417,789 $$105,850 $1,584,205 
Kevin J. Webber
Senior Vice President and Chief Development Officer
2021$307,500 $211,314 $$173,468 $$46,503 $738,785 
2020$293,750 $195,667 $$300,603 $$39,260 $829,280 
2019$278,865 $652,155 $20,000$132,669 $$82,007 $1,165,696 
Jeffrey S. Sylvester
Senior Vice President and Chief Operating Officer
2021$307,500 $211,314 $$173,120 $$25,604 $717,538 
2020$300,000 $195,667 $$128,590 $$200,751 $825,008 
1The following NEOs received an equity incentive award for the 2021-2023 performance period: Householder - $1,122,109; Cooper - $439,269; Moriarty - $439,269; Webber - $211,314; and Sylvester - $211,314. The following NEOs received an equity incentive award for the 2020-2022 performance period: Householder - $1,053,668; Cooper - $401,353; Moriarty - $401,353; Webber - $195,667; and Sylvester - $195,667. Mr. Sylvester joined the Company in December 2019 and received transitional equity awards for the 2019-2021 performance period in the amount of $313,374 and for the 2019-2020 performance period in the amount of $316.492. The following NEOs received an equity incentive award for the 2019-2021 performance period: Householder - $901,745; Cooper - $433,954; Moriarty - $433,954; and Webber - $268,680. On December 4, 2019, the Board, upon recommendation from the Compensation Committee, approved transitional equity incentive awards for several NEOs in connection with their increased responsibilities in 2019. The following NEOs received a transitional equity incentive award for the 2019-2021 performance period: Householder - $603,866; Cooper - $103,567; Moriarty - $114,116; and Webber - $190,788, and a transitional equity incentive award for the 2019-2020 performance period as follows: Householder - $609,874; Cooper - $104,597; Moriarty - $115,252; and Webber - $192,687.
2For the NEOs we calculated the aggregate grant date fair value of the performance-based equity incentive awards for each performance period based on the estimated compensation costs on the grant date in accordance with FASB ASC Topic 718. We estimate the percent of which the Growth in Long-Term Earnings component and the Earnings Performance component are likely to be earned. The equity incentive awards have been recorded at the grant date fair value, which is based on the closing price on the grant date. We also evaluated the likelihood of earning the TSR component for the respective performance periods. We first determined the aggregate fair value of the award using a Black-Scholes model. The Company's TSR was then compared to the companies in our performance peer group using a Monte Carlo stock simulation. The Monte Carlo stock simulation estimated a percentile ranking for the TSR component, which is used to determine the payout percentage. The performance share fair value for the TSR component was generated from the Black-Scholes model and used to calculate the aggregate grant date fair value of this component of the award. The number of actual performance shares earned will range from 0% to 200% of the target performance shares depending on the applicable performance period and actual performance as compared to the performance goals. The following table sets forth the factors associated with the estimated compensation costs for each performance period.
ESTIMATED PAYOUT FOR EQUITY INCENTIVE AWARDS
Performance-Based Equity AwardsMarket-Based Equity Awards
YearPerformance PeriodGrant DateGrowth in Long-Term EarningsROEFair Value Per ShareTSRMonte Carlo Estimated Percentile RankingFair Value Per Share
20212021-20232/23/2021100%100%$104.01 100%47%$99.74 
20202020-20222/25/2020100%100%$94.64 100%47%$88.43 
20192019-20212/25/2019200%100%$91.19 100%53%$101.70 
20192019-202112/3/2019200%178%$91.48 100%51%$91.87 
20192019-202012/3/2019200%186%$91.48 100%52%$88.26 
CHESAPEAKE UTILITIES CORPORATION - 2022 Proxy Statement - 44


If the maximum awards were achieved for the NEOs for the 2021-2023 performance period as reflected in the 2021 row of the Summary Compensation Table, each award would be valued as follows: Householder - $2,244,218, Cooper - $878,538, Moriarty - $878,538, Webber - $422,628, and Sylvester - $422,628. If the maximum awards were achieved for the NEOs for the 2020-2022 performance period as reflected in the 2020 row of the Summary Compensation Table, each award would be valued as follows: Householder - $2,107,337, Cooper - $802,707, Moriarty - $802,707, Webber - $391,333, and Sylvester - $391,333. If the maximum awards were achieved for the 2019-2021 performance period granted on February 25, 2019 as reflected in the 2019 row of the Summary Compensation Table, each award would be valued as follows: Householder - $1,347,595, Cooper - $648,514, Moriarty - $648,514, and Webber - $401,524. If the maximum transitional awards were achieved for the 2019-2021 performance period granted December 3, 2019 as reflected in the 2019 row of the Summary Compensation Table, each award would be valued as follows: Householder - $744,500, Cooper - $127,686, Moriarty - $140,693, Webber - $235,221, and Sylvester - $386,356. If the maximum transitional awards were achieved for the 2019-2020 performance period as reflected in the 2019 row of the Summary Compensation Table, each award would be valued as follows: Householder - $735,698, Cooper - $126,177, Moriarty - $139,030, Webber - $232,440, and Sylvester - $381,788.
3The Compensation Committee has sole discretion to issue a one-time cash bonus payment to the Company’s NEOs. As reflected in the Summary Compensation Table, the Compensation Committee approved an incremental discretionary cash bonus for Ms. Cooper and Messrs. Moriarty and Webber given their level of performance in 2019. 
4NEOs received payment in March 2022 and March 2021 for performance during 2021 and 2020, respectively. NEOs also received payment in March 2020 for performance during 2019, as applicable. Mr. Webber was previously granted a long-term cash incentive award for the 2018-2020 performance period which was established by the Chief Executive Officer and described in the Company's Proxy Statement filed with the SEC on March 22, 2021. Mr. Webber's actual payout for the 2018-2020 performance period was $172,013, which vested and was paid to Mr. Webber in 2021 and is included in the applicable row in the Summary Compensation Table. The awards are granted pursuant to the 2015 Cash Plan. In February 2017, Mr. Moriarty received a $305,000 time-vested cash award granted to him pursuant to the 2015 Cash Plan in connection with his promotion. The award vested in two equal amounts of $152,500 in February 2018 and February 2019 and is included in the applicable row in the Summary Compensation Table.
5During the fourth quarter of 2021, we formally terminated the Company's defined benefit Pension Plan. The Company's two defined benefit pension plans (a qualified plan, the Pension Plan, and a non-qualified plan, the Pension SERP) were frozen as of January 1, 2005. None of the NEOs participated in the Pension Plan except for Ms. Cooper who received a lump sum payout at termination of the Pension Plan of $268,929 on November 15, 2021 which was actuarially equivalent to Ms. Cooper's full vested accrued benefit in the Pension Plan. No further Pension Plan benefits are due. Prior to termination, the Company’s Pension Plan was frozen effective January 1, 2005 and all benefits became fully vested and no further benefit accrued under the plan. The net present value of the payment, however, varied each year depending primarily on the assumptions made for the discount rate, mortality rates and expected return on plan assets (for the Pension Plan). The present value of the accrued pension benefit for Ms. Cooper for 2020 and 2019 was calculated in accordance with Accounting Standards Codification Topic 715 “Compensation - Retirement Benefits” (see Note 17 “Employee Benefit Plans” in our 2021 Annual Report on Form 10-K for further details). The discount rates at December 31, 2020 and December 31, 2019 were 2.25% and 3%, respectively. In 2020 and 2019, the present value of Ms. Cooper's accumulated benefits in the Pension Plan increased by $44,183 and $54,508, respectively. None of the NEOs participate in the Company’s non-qualified Pension SERP Plan.
6Dividends on deferred stock units (which are settled on a one-for-one basis in shares of common stock) are the same as dividends paid on the Company’s outstanding shares of common stock. For 2021, 2020 and 2019, compensation deferred under the Deferred Compensation Plan (or any predecessor plan) earned the same returns as funds available for the Company’s Retirement Savings Plan. We considered that investment options under our Deferred Compensation Plan (or any predecessor plan) are the same choices available to all employees under the Company's Retirement Savings Plan. As a result, the NEOs do not receive preferential earnings on their investments.
7The following table includes payments that were made by the Company on behalf of the NEOs in 2019, 2020 and 2021, as applicable.
NEOQualified and Non-Qualified
401(k) Plan Matching and
Supplemental Contributions
Term Life
Insurance Premiums
Vehicle AllowanceDividends on shares
earned for the 2019-2021 Performance Period
Dividends on shares
earned for the 2019-2020 Transitional Performance Period*
Dividends on shares
earned for the 2019-2021 Transitional Performance Period
201920202021201920202021201920202021201920192019
Jeffry M. Householder$56,221 $84,850 $76,140 $520 $480 $480 $2,939 $4,325 $15,333 $72,535$26,619$41,276
Beth W. Cooper$44,903 $46,113 $39,206 $480 $480 $480 $2,359 $11,906 $4,428 $34,908$4,564$7,079
James F. Moriarty$53,016 $29,559 $29,488 $480 $480 $480 $4,619 $5,149 $3,932 $34,903$5,031$7,801
Kevin J. Webber$32,322 $37,504 $44,498 $477 $480 $480 $742 $1,276 $1,525 $21,611$13,813$13,042
Jeffrey S. Sylvester**n/a$20,538 $21,329 n/an/an/an/a$3,601 $4,275 n/a$13,813$21,419
*Mr. Webber received an incremental dividend equivalent in the amount of $5,402, consistent with similar positions.
**Mr. Sylvester joined the Company in December 2019 and received relocation dollars in 2020 in the amount of $176,612.
A company-owned vehicle is available to NEOs during their service with the Company. The vehicle is available for personal use and is imputed income on their Form W-2 filed with the IRS. The cash dividend amounts paid to several NEOs, as applicable, in 2022 for the 2019-2021 performance period are reflected in the 2019 row in the Summary Compensation Table, the year the share awards (on which the dividends were based) were granted by the Compensation Committee. The cash dividends paid to Messrs. Householder, Moriarty, and Webber and Ms. Cooper in 2021 for the 2019-2020 transitional performance period and in 2022 for the 2019-2021 transitional performance period are reflected in the 2019 row in the Summary Compensation Table, the year the share awards (on which the dividends were based) were granted by the Compensation Committee. Mr. Sylvester became a NEO in 2020. The cash dividends paid to Mr. Sylvester in 2021 for the 2019-2020 transitional performance period were $13,813. The cash dividends paid to Mr. Sylvester in 2022 for the 2019-2021 transitional performance period were $21,419. Dividends were accrued on the same basis as dividends declared by the Board each calendar quarter during the applicable years and paid on the Company's common stock. The actual cash dividend received by each NEO was determined based upon the number of shares of common stock earned and issued to the executive for such performance periods. NEOs also have the ability to purchase propane at the same discounted rate that we offer to our employees.
8Mr. Householder was appointed as our President and Chief Executive Officer effective January 1, 2019 at which time his annual base salary increased to $600,000. In 2019, his base salary also included $14,596 for compensation earned in 2018 and paid in 2019. He was also elected to serve as a director of the Company effective January 1, 2019. He receives no additional compensation for serving as a director of the Company.
CHESAPEAKE UTILITIES CORPORATION - 2022 Proxy Statement - 45


Grants of Plan-Based Awards
The following table reflects, for each NEO, the range of payouts for cash incentive awards established by the Compensation Committee on February 23, 2021 relating to the 2021 performance period, and the number of equity incentive awards established by the Compensation Committee on February 23, 2021 for the 2021-2023 performance period. For each NEO, the Compensation Committee established a target equity award with a dollar value (as a percentage of base salary) to be paid in shares of our common stock, if earned, based on the grant date fair value of the common stock. The threshold (minimum amount payable for a certain level of performance), target (amount payable if the targets are reached), and maximum (maximum payout possible) award levels are provided for each award. Additional information on these awards can be found under the Key Compensation Decisions section in this Proxy Statement.
GRANTS OF PLAN-BASED AWARDS
2021 Cash Incentive Plan2021-2023 Equity Incentive Plan
 Estimated Future Payouts Under Non-Equity Incentive Plan Awards Estimated Future Payouts Under Equity Incentive Plan Awards
Grant Date Fair Value(1)
NEOGrant DateThreshold
50%
Target
100%
Maximum 200%Grant DateThreshold 50%Target
100%
Maximum 200%
Jeffry M. Householder2/23/2021$324,000 $648,000 $1,296,000 2/23/20215,46110,92321,846$1,122,109 
Beth W. Cooper2/23/2021$102,500 $205,000 $410,000 2/23/20212,1384,2768,552$439,269 
James F. Moriarty2/23/2021$102,500 $205,000 $410,000 2/23/20212,1384,2768,552$439,269 
Kevin J. Webber2/23/2021$62,000 $124,000 $248,000 2/23/20211,0282,0574,114$211,314 
Jeffrey S. Sylvester2/23/2021$62,000 $124,000 $248,000 2/23/20211,0282,0574,114$211,314 
1For the 2021-2023 performance period, we calculated the aggregate grant date fair value of the performance-based equity incentive awards based on the estimated compensation costs on the grant date. We estimated that 100% of the Growth in Long-Term Earnings component and 100% of the ROE component are likely to be earned. These equity incentive awards have been recorded at the grant date fair value of $104.01 per share, which is based on the closing price on February 23, 2021, the grant date. We also evaluated the likelihood of earning the TSR component for this performance period. We first determined the aggregate fair value of the award using a Black-Scholes model. The Company's TSR was then compared to the TSR of companies in our performance peer group using a Monte Carlo stock simulation. The Monte Carlo stock simulation estimated a percentile ranking for the TSR component of greater than 47%, representing a 100% payout. For the 2021-2023 performance period, the performance share fair value of $99.74 was generated from the Black-Scholes model and used to calculate the aggregate grant date value of this component of the award. The number of actual performance shares earned will range from 0% to 200% of the target performance shares depending on actual performance as compared to the performance goals.
Comparative Information Relating to Compensation of our Chief Executive Officer and Compensation of all Employees of the Company
We are providing the following information to comply with Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K. For 2021, our last completed fiscal year, the median of the annual total compensation of our employees was $79,940. The annual total compensation for Mr. Householder for 2021, as reported in the Summary Compensation Table, was $2,826,471. Based on this information, for 2021, the estimate of the ratio of compensation for our Chief Executive Officer to the median employee was 35 to 1. This ratio is specific to our Company and may not be comparable to any ratio disclosed by another company.
We have used the same median employee for years 2021 and 2020, as there were no changes to our employee population or compensation arrangements that we reasonably believe would significantly impact our pay ratio disclosure. Approximately 70 employ