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PART III
ITEM 10.

DIRECTORS

Director, Principal Occupation, Other Directorship and Other Business Experience

Director
of the
Company
Age since

H. FURLONG BALDWIN
78
Mr. Baldwin is the Chair of the Management Compensation and Development Committee and a member of the Executive Committee. He
is the non-executive Chairman and director of the Board of The NASDAQ OMX Group; and a director of W.R. Grace & Co. and
Platinum Underwriters Holdings, Ltd.

2003

Mr. Baldwin is also an honorary member (emeritus) and former Chairman of the Johns Hopkins Medicine Board of Trustees and a
member (emeritus) of the Johns Hopkins University Board of Trustees.
Previously, Mr. Baldwin was the Chairman, President and CEO of the Mercantile Bankshares Corp. and the Mercantile Safe Deposit &
Trust Co.; a director of Constellation Energy Group, CSX Corp. and The St. Paul Companies, Inc.; and a Governor of the National
Association of Securities Dealers, Inc.
The Governance Committee and your Board believe that Mr. Baldwin’s executive and board experience provide him with key skills in
working with directors, understanding board processes and functions, and overseeing management. Further, the diversity of
Mr. Baldwin’s experience – from The NASDAQ OMX Group to the Johns Hopkins boards – provides him with a collection of practices
and strategies to assist your Board in its decision-making and analyses regarding executive compensation and other matters. The
Governance Committee and your Board believe that Mr. Baldwin’s executive and Board experience qualifies him to serve as a member of
your Board and the committees on which he serves.
ELEANOR BAUM
70
Dr. Baum is a member of the Management Compensation and Development and Nominating and Governance Committees. Dr. Baum is
the Dean of the Albert Nerken School of Engineering of The Cooper Union for the Advancement of Science and Art (1987-Present). She
is a director of Avnet, Inc. and a former director of United States Trust Company (1989-2007).

1988

Dr. Baum is also a trustee of Embry Riddle University, a member of the Board of the New York Building Congress and a Fellow of the
Institute of Electrical and Electronic Engineers.
Previously, Dr. Baum was a Chair of the Engineering Workforce Commission; a Chair of the Board of Governors, New York Academy of
Sciences; a President of Accreditation Board for Engineering and Technology; a President of the American Society for Engineering
Education; and a former Trustee of the Webb Institute.
The Governance Committee and your Board believe that Dr. Baum’s experience in engineering, particularly electrical engineering,
provides her with a unique and valuable perspective on the operations of an electric utility. Additionally, Dr. Baum’s extended service on
your Board has allowed her the opportunity to gain institutional knowledge about the Company and its operations. The Governance
Committee and your Board believe that Dr. Baum’s insights, her Board experience and related knowledge qualifies her to serve as a
member of your Board and the committees on which she serves.
PAUL J. EVANSON
68
Mr. Evanson has been Chairman of your Board, and President and Chief Executive Officer of the Company since June 2003. He is the
Chair of the Executive Committee. He has also been Chairman, Chief Executive Officer and a director of the Company’s principal
subsidiaries since June 2003. He is an attorney and a former director of Lynch Interactive Corporation (1999-2006).
Mr. Evanson is a director of the Edison Electric Institute, and a member of the Board of Trustees at St. John’s University and the
Westmoreland Museum of American Art in Pennsylvania.
Prior to joining the Company in 2003, Mr. Evanson was President of Florida Power & Light Company, the principal subsidiary of FPL
Group, Inc., and a director of FPL Group, Inc. He is also a former President of Lynch Interactive Corporation.
The Governance Committee and your Board believe that Mr. Evanson’s extensive executive and board experience in the electric industry
provides him with great insight into the operations and management of the Company. As President and Chief Executive Officer,
Mr. Evanson also brings valuable insight to your Board concerning the opportunities and challenges facing the Company. The
Governance Committee and your Board believe that Mr. Evanson’s legal background, executive and board experience, demonstrated past
performance and position at the Company qualifies him to serve as Chairman of your Board and as a member of the Executive
Committee.

188

2003

 Director, Principal Occupation, Other Directorship and Other Business Experience

Director
of the
Company
Age since

CYRUS F. FREIDHEIM, JR.
74
Mr. Freidheim is the Chair of the Nominating and Governance Committee and a member of the Executive Committee. He is a former
Chief Executive Officer of the Sun-Times Media Group Inc., a newspaper publisher (2006-2009). On March 31, 2009, the Sun-Times
Media Group, Inc. and its domestic subsidiaries filed voluntary petitions under Chapter 11 of the United States Bankruptcy Code in the
U.S. Bankruptcy Court for the District of Delaware. Mr. Freidheim is also a director of Virgin America, a privately-held domestic airline,
and a former director of Hollinger International Inc. (2005-2009), HSBC Finance Corporation (1991-2008) and Sitel Corp. (2005-2007).

2003

Mr. Freidheim is also an honorary trustee of the Brookings Institution, a trustee of the Rush University Medical Center, and a life trustee
of both the Chicago Council on Global Affairs and the Chicago Symphony Orchestra Association.
Previously, Mr. Freidheim was a Chairman and Chief Executive Officer of Chiquita Brands International, Inc., a Vice Chairman of Booz
Allen Hamilton, Inc., and a director of Household International, Inc., Security Capital Group and MicroAge, Inc., Elger Industries and
five other non-public corporations.
The Governance Committee and your Board believe that Mr. Freidheim’s service as a chief executive officer at various companies
provides him with experience in strategically responding to operational and financial challenges and overseeing complex organizations.
Mr. Freidheim’s extensive board experience also provides him with knowledge of board processes and functions, and the oversight of
management. The Governance Committee and your Board believe that Mr. Freidheim’s executive and Board experience qualifies him to
serve as a member of your Board and the committees on which he serves.
JULIA L. JOHNSON
47
Ms. Johnson is a member of the Audit and Nominating and Governance Committees. She is an attorney and the President of
NetCommunications, LLC, a strategic consulting firm (2000-Present). She is a director of American Water Works Company, Inc.,
MasTec, Inc. and NorthWestern Corporation.

2003

Ms. Johnson is also a member of the Department of Energy/National Association of Regulatory Utility Commissioners Energy Market
Access Board. She is also the chairperson of both the Emerging Issues Policy Forum and the Florida African American Educational
Alliance.
Previously, Ms. Johnson was the Senior Vice President of Communications and Marketing, Milcom Technologies; the Chairman and
Commissioner of the Florida Public Service Commission; and a Member of the Florida State Board of Education.
The Governance Committee and your Board believe that Ms. Johnson’s legal background and other experiences have provided her with
key skills in implementing corporate strategies and evaluating the electric industry. As President of NetCommunications, LLC,
Ms. Johnson develops strategies for achieving objectives through advocacy directed at critical decision makers, including the Federal
Energy Regulatory Commission, and Ms. Johnson brings that expertise to your Board as well. Additionally, Ms. Johnson’s service as a
chairman and commissioner of a public utility commission provides her with valuable insight into an electric utility. The Governance
Committee and your Board believe that Ms. Johnson’s background and Board experience qualifies her to serve as a member of your
Board and the committees on which she serves.
TED J. KLEISNER
65
Mr. Kleisner is a member of the Executive and Management Compensation and Development Committees. Mr. Kleisner is the
President and Chief Executive Officer of Hershey Entertainment and Resorts Company, an entertainment and hospitality company
(2007-Present). He is also a director of Hershey Entertainment and Resorts Company. Mr. Kleisner is a former President of CSX
Hotels, Inc. (1987-2006) and a former President of The Greenbrier Resort and Club Management Company, a resort management
company (1989-2006).
Mr. Kleisner is a director of the Keystone Area Council Boy Scouts of America, WITF, Inc. (Central Pennsylvania Public
Broadcasting) and Pennsylvania Chamber of Business & Industry. He is a member of the Executive Advisory Board for the Daniels
College of Business at the University of Denver and of the Board of Trustees of the Culinary Institute of America.
Previously, Mr. Kleisner was also a director of the following organizations: American Hotel and Lodging Association, Discover the
Real West Virginia Foundation, Forward Southern West Virginia, Greenbrier Valley Economic Development Authority, West
Virginia Chamber of Commerce, West Virginia Foundation for Independent Colleges and the West Virginia Roundtable. He is also
a former member of the Board of Trustees for the Virginia Episcopal School.
The Governance Committee and your Board believe that Mr. Kleisner’s senior executive positions provide him with experience in
developing and implementing corporate strategy and setting executive compensation and benefits. Further, Mr. Kleisner’s
executive and board experience has prepared him to respond to financial and operational challenges, and his extended service on
your Board has allowed him the opportunity to gain institutional knowledge about the Company and its operations. The
Governance Committee and your Board believe that Mr. Kleisner’s executive and Board experience qualifies him to serve as a
member of your Board and the committees on which he serves.

189

2001

 Director, Principal Occupation, Other Directorship and Other Business Experience

CHRISTOPHER D. PAPPAS
Mr. Pappas is a member of the Management Compensation and Development Committee. He is a former President and Chief
Executive Officer of NOVA Chemicals Corporation (“Nova Chemicals”), a commodity chemicals company (2009). Prior to this
position, he was the President and Chief Operating Officer (2008-2009), Chief Operating Officer (2006-2008), and Senior Vice
President & President, Styrenics (2000-2006) for Nova Chemicals. He was a member of the Board of Directors of Nova Chemicals
(2007-2009) and INEOS NOVA (2005-2009).
Mr. Pappas is also a trustee at Sewickley Academy.
Previously, Mr. Pappas served in various leadership capacities at Dow Chemical and Dupont Dow Elastomers, and was a director
of Methanex Corporation.
The Governance Committee and your Board believe that Mr. Pappas’s executive and board experience has equipped him with
leadership skills and the knowledge of board processes and functions. Additionally, Mr. Pappas’s general corporate decisionmaking and senior executive experience with a commodity-based business provides a useful background for understanding the
operations of the Company. The Governance Committee and your Board believe that Mr. Pappas’s executive and Board experience
qualifies him to serve as a member of your Board and the committee on which he serves.
STEVEN H. RICE
Mr. Rice is a member of the Audit and Executive Committees and currently serves as our Presiding Director. Mr. Rice is an
attorney and is a senior advisor to private equity funds and national and regional banking institutions. He is a former Managing
Director-New York of Gibraltar Private Bank & Trust (2006-2007) and a senior advisor to banking institutions (2004-2006).
Mr. Rice serves as a director of the National Association of Corporate Directors-New York Chapter and is a member of the New
York Bar.
Previously, Mr. Rice was the former President, Chief Executive Officer and director of the Stamford (CT) Federal Savings Bank; a
former President and director of the Seamen’s Bank for Savings in New York City and a former director of the Royal Insurance
Group, Inc. in the United States. Also, he previously served in New York State government, first as Assistant Counsel to Governor
Nelson A. Rockefeller and later as Deputy Superintendent and Special Counsel of the New York State Banking Department.
The Governance Committee and your Board believe that Mr. Rice’s banking, finance and legal experience provides him a unique
and valuable perspective on the operations of the Company. Additionally, Mr. Rice’s extensive service on your Board has allowed
him the opportunity to gain institutional knowledge about the Company and its operations. The Governance Committee and your
Board believe that Mr. Rice’s financial, legal and Board experience qualifies him to serve as a member of your Board and the
committees on which he serves.
GUNNAR E. SARSTEN
Mr. Sarsten is a member of the Audit and Nominating and Governance Committees. He is a consulting professional engineer and a
court recognized expert in matters of engineering, construction, and project management related to the execution of large industrial
projects. He is a former Chairman and Chief Executive Officer of MK International (1994-1997).
Mr. Sarsten is also registered as a Professional Engineer in various states, and maintains membership in numerous engineering
societies including the American Nuclear Society and the American Society of Mechanical Engineers.
Previously, Mr. Sarsten was the President and Chief Operating Officer of Morrison Knudsen Corporation; director of the Morrison
Knudsen Corporation; President and Chief Executive Officer of United Engineers & Constructors International, Inc.; and Deputy
Chairman of the Third District Federal Reserve Bank in Philadelphia.
The Governance Committee and your Board believe that Mr. Sarsten’s experience in engineering and project management brings a
valuable perspective on the operations of the Company to your Board. Mr. Sarsten’s executive experience and service on the Third
District Federal Reserve Bank also provides him with the skills to oversee management and review the Company’s financial plans.
Additionally, Mr. Sarsten’s extended service on your Board has allowed him the opportunity to gain institutional knowledge about the
Company and its operations. The Governance Committee and your Board believe that Mr. Sarsten’s engineering, project management
and Board experience qualifies him for continued service as a member of your Board and the committees on which he serves.
MICHAEL H. SUTTON
Mr. Sutton is the Chair of the Audit Committee. Mr. Sutton is an independent consultant on accounting and auditing regulation. He
is a director of Krispy Kreme Doughnuts, Inc.
Previously, Mr. Sutton was a Chief Accountant for the United States Securities and Exchange Commission; senior partner and
National Director of Accounting and Auditing Professional Practice for Deloitte & Touche LLP; and a director of American
International Group, Inc. (2005-2009).
The Governance Committee and your Board believe that Mr. Sutton’s accounting and auditing expertise with both the Securities
and Exchange Commission and a national accounting firm, provides valuable insight with respect to financial reporting. Further,
Mr. Sutton’s service on the boards of large public corporations provides him with experience in board processes and function, the
oversight of management and general corporate decision-making. The Governance Committee and your Board believe that
Mr. Sutton’s accounting, auditing and Board experience qualifies him as an audit committee financial expert and for continued
service as a member of your Board and as a member of the Audit Committee.

190

Director
of the
Company
Age since

54

2008

66

1986

73

1992

69

2004