2018 Succession Plan for CEO, GM, & Officers - Page 1|10 - Search
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330 W William Street, Corning, NY 14830
607-936-3755
2018 Succession Plan
for CEO, GM, & Officers
P a g e 1 | 10330 W William Street, Corning, NY 14830
607-936-3755
Table of Contents
Purpose, Companies, Plan Focus, Vacancy Forms, Current Officers, Current
General Manager ...................................................................................................3
Chief Executive Officer/Chief Operating Officer/General Manager ......................4
General Manager - Pike County Light & Power......................................................6
Chief Financial Officer ............................................................................................7
Vice President - Energy Supply & Business Development .....................................8
Vice President - Operations ...................................................................................9
P a g e 2 | 10330 W William Street, Corning, NY 14830
607-936-3755
Purpose:
• To provide for continuity of leadership to assure shareholders, the investment
community, regulators, and employees of the long-term future of the company
• To integrate succession planning for all of Corning Natural Gas Holding Corporation’s
subsidiaries (“Holding Company” or “Holding Corporation”)
What companies are included?
• Corning Natural Gas Holding Corporation (CNGHC)
• Corning Natural Gas Corporation (CNGC)
• Leatherstocking Gas Company (LGC)
• Pike County Light & Power (PCLP)
Suggested succession plan focus on:
• CEO replacement for all companies
• Identify COO’s and/or General Managers for CNGC, LGC, and PCLP
• Each officer individually
Vacancy forms:
• Sudden departure from death, disability, dismissal, or resignation
• Retirement
• Phased retirement, including the concept of restructure
Current Officers:
• Mike German President and CEO age 67
• Fi Sarhangi CFO, Treasurer, and Corporate Secretary age 59
• Matt Cook VP Operations age 56
• Russell Miller VP Gas Supply and Marketing age 54
Current General Manager:
• Steve Grandinali GM - PCLP age 60
Except for Steve Grandinali, the above individuals essentially hold the same positions for each
company.
P a g e 3 | 10330 W William Street, Corning, NY 14830
607-936-3755
Chief Executive Officer/Chief Operating Officer/General Manager
All titles are included due to Mike German serving as CEO of all companies, with a separate
COO or GM for one or more of the other entities.
CEO Responsibilities:
• Provide broad organizational leadership
• Public company compliance
• Investor relation oversight
• Strategic planning
• Corporate Goal Setting
• Key personnel management, including evaluation,
recruitment, retention, and motivation
• Long term financial performance
• Interact with the board
• Regulatory interface and strategy
Skills and Knowledge Base Requirements:
• Knowledge of publicly traded company compliance
issues with SEC and stock exchanges
• Understands regulated company business model, including
return on rate base and cost of service regulatory model
• Knowledge of utility operations, including pipeline safety,
state and federal code compliance issues
• Pricing, purchasing, storage, and contract concepts related
to natural gas and electricity
• Good understanding of accounting, budgeting, information and
communication systems, financing, and banking relationships
• Good understanding of employee issues, including collective bargaining
Key Personality Traits:
• A sense of fairness among individuals and levels of employees
• Openness to ideas and criticism
• Willing to make decisions on a timely basis, even if unpopular
• Ability to motivate employees and inspire confidence
• High energy
• Strong analytical capability
• Comfortable with regulators, in the public eye, and with the business community
P a g e 4 | 10330 W William Street, Corning, NY 14830
607-936-3755
Identifying Prospects for CEO:
• Hire a search firm to identify and screen candidates
• Advertising media such as trade journals or internet job sites
• Direct communication from management or the board to regional
executives or known prospects
• Skills assessment of internal candidates
Strategy on Sudden Termination of CEO:
• Chair of corporate governance will call a meeting of the board
• Board will form a search committee
• Board will appoint interim CEO
• Leader of search committee will arrange meetings with officers and key
employees to advise them of their actions
• Leader of search committee will elicit support for interim CEO
• Board will engage in a full and effective replacement process that will
include fair consideration of internal candidates
• Search committee will likely engage a professional firm to assist in the
search and evaluation process
• Upon the death of the CEO, the company will receive life insurance proceeds of $2
million that will fund the transition costs to a new CEO and/or corporate structure
Change due to Planned Retirement:
• Board will most likely be aware of the retirement more than a year in advance
• CEO should be actively involved in selection process
• A special committee of the board should be formed and adopt a formal process to
identify and evaluate candidates
• Interviews should be conducted of recommended candidates
• Both internal and external candidates should be considered
• The selected replacement should be employed in a significant role such as COO, while
the sitting CEO is still carrying out his usual duties
Planned Phased-In Retirement:
• Process designed to provide a training period for an identified external
or internal replacement
• The current CEO would retain a high level of involvement while working
reduced hours with reduced pay
P a g e 5 | 10330 W William Street, Corning, NY 14830
607-936-3755
• Replacement is given an opportunity to familiarize and develop
in the new role over a year
• CEO would retain his position at the Holding Company for a predicted period
• Subsidiaries would have their own COO’s
• A specific framework for succession would be developed
• Care would be taken to guard against unexpected departures of key officers
General Manager - Pike County Light & Power Company
Possible Vacancy forms:
• Sudden departure from death, disability, dismissal, or resignation
• Retirement, Phased retirement, including the concept of restructure
Current Responsibilities:
• Manage all aspects of Pike County Light & Power Company
• Regulatory and local government reporting requirements
• Regulatory interface
• Budget preparation
• Personnel management and field personnel including evaluation,
recruitment, job creation, and identification retention and interactions
• New business services electric and gas processing
• Company goal setting
• Direct community integration through participation and communication
• Storm and emergency response manager
• Day-to-day customer service relations
• Public relations
Skills and Knowledge Base Requirements:
• The operation and maintenance of electric and gas distribution systems
• Procuring and managing contractors and contracts
• Material procurement process
• Accounting process
• Budget development
• People skills - managing employees
• Regulatory agencies’ requirements and interaction
• Safety related protocols for electric and gas operations and facilities
P a g e 6 | 10330 W William Street, Corning, NY 14830
607-936-3755
• Good verbal and written communication skills
• Emergency response including storm plan activation and implementation
Key Personality Traits:
• A sense of fairness among individuals and all levels of employees
• Openness to ideas and criticism
• Good listener
• To be able to make decisions on a timely basis particularly under pressure/stress
• Persistence and endurance
• Strong analytical capability
• Good management ability
• Operate well as a team leader or team member
• Good communications with regulators, customers, and the business community
Identifying Prospects for General Manager:
• Hire a search firm to identify and screen candidates
• Evaluate internal candidates
Internal Steps for General Manager Replacement:
• Train direct reports to accept more responsibility over time
• Augment existing staff with new staff
• Further develop internal candidates
Chief Financial Officer
Possible Vacancy forms:
• Sudden departure from death, disability, dismissal, or resignation
• Retirement
• Phased retirement, including the concept of restructure
Current Responsibilities:
• Public company reporting and compliance
• Regulatory reporting and compliance (New York and Pennsylvania Commissions)
• Accounting for subsidiaries and Holding Company
• Financing for subsidiaries and Holding Company
• Human Resources
P a g e 7 | 10330 W William Street, Corning, NY 14830
607-936-3755
• Financial management
Skills and Knowledge Base Requirements:
• Detailed knowledge of public companies accounting and reporting
• Understanding of public utility accounting
• Knowledge of budget and strategic planning
Key Personality Traits:
• Strong analytical and organizational capability
• Good management ability
• Comfortable dealing with regulators and financial community representatives
Identifying Prospects for CFO:
• Hire a search firm to identify and screen candidates
• Evaluate internal candidates
Internal Steps for CFO Replacement:
• Train direct reports to accept more responsibility over time
• Augment existing staff with new staff
• Further develop internal candidates
Vice President - Energy Supply & Business Development
Possible Vacancy forms:
• Sudden departure from death, disability, dismissal, or resignation
• Retirement
• Phased retirement, including the concept of restructure
Current Responsibilities:
• Procurement of gas and electric supply
• Community relations and media
• Information Technology
• Business development
• Telecommunications
Skills and Knowledge Base Requirements:
• Detailed knowledge natural gas and electric supply and transmission process
• Detailed knowledge of project planning with governmental and NGO stakeholders
P a g e 8 | 10330 W William Street, Corning, NY 14830
607-936-3755
• Detailed knowledge of social media, web design, and regional media outlets
• Knowledge of information technology trends, processes, and utility applications
strategic planning
• Knowledge of telecommunications networks and processes
Key Personality Traits:
• Strong analytical and organizational capability
• Good management ability
• Comfortable as an effective leader or team member
Identifying Prospects:
• Hire a search firm to identify and screen candidates
• Evaluate internal candidates
Internal Steps for Replacement:
• Train direct reports to accept more responsibility over time
• Augment existing staff with new staff
• Further develop internal candidates
Educational Preference:
• Bachelor’s degree in engineering, marketing, or economics
Vice President - Operations
Possible Vacancy forms:
• Sudden departure from death, disability, dismissal or resignation
• Retirement
• Phased retirement, including the concept of restructure
Current Responsibilities:
• Operations and maintenance of natural gas distribution systems
• Customer service department
• Regulatory reporting and compliance (New York and Pennsylvania)
• Support CEO strategic plan
• Provide corporate operations and customer service support to subsidiaries
• Capital budget preparation and maintenance
• Completion of regulatory mandates
• Personnel management
• Collective bargaining unit negotiations
P a g e 9 | 10330 W William Street, Corning, NY 14830
607-936-3755
• Department goal setting
• Facilities maintenance
Skills and Knowledge base requirements:
• Knowledge of utility operations, including pipeline safety, state and federal code
compliance issues
• Knowledge of customer service operations
• General understanding of accounting and budgeting
• Intimate understanding of employee issues – manage employees
Key Personality Traits:
• Able to foster a sense of fairness among all levels of employees
• Must have good management skills and ability
• Maintain openness to ideas and criticism
• Able to make timely decisions
• Maintain persistence and endurance
• Exhibit strong analytical capabilities
• Perform as a team leader or as a team member
• Excellent communication capabilities with customers, employees, colleagues, and
regulators
Identifying prospects for VP Operations:
• Hire a search firm to identify and screen candidates
• Utilize advertising media such as trade journals or job search sites
• Identify internal candidates
Sudden Departure of VP Operations:
• CEO will appoint interim VP if required
• CEO will involve HR and perform an effective replacement process that includes fair
consideration of internal candidates
Planned retirement of VP Operations:
• CEO will be aware of retirement in advance
• CEO will appoint interim VP if required
• CEO will involve HR and perform an effective replacement process that
includes fair consideration of internal candidates
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