DEF 14A of Essential Utilities, Inc., Mar 25, 2025

DEF 14A of Essential Utilities, Inc.

Filed Mar 25, 2025 · FY20240001552781-25-000105

Open on EDGAR

  1. Director Nominees

    Director Nominees The following table provides summary information about each of the Company’s seven director nominees. Each director will serve a one-year term if elected.

  2. Director Nominees

    | All directors are independent except for Mr. Franklin. | | | | | Current and Proposed Committee Memberships | | | | | | Director Nominee | Age | Director Since | Principal Occupation | Other Public Company Boards | Executive | Executive Compensation | Audit | Risk Mitigation & Investment Policy | Corporate Governance | | Elizabeth B. Amato | 68 | 2018 | Former Executive Vice President and Chief Human Resources Officer, United Technologies Corporation | 0 | • | • | | | CHAIR | | Christopher L. Bruner | 62 | 2024 | Retired Partner, Ernst & Young (EY) | 0 | • | • | CHAIR | | | | David A. Ciesinski | 58 | 2021 | President, Chief Executive Officer, and Director, Lancaster Colony Corporation, and President, T. Marzetti Company | 1 | • | | • | CHAIR | | | Christopher H. Franklin Chairman | 59 | 2015 | Chairman, President and Chief Executive Officer, Essential Utilities, Inc. | 1 | CHAIR | | | • | | | Daniel J. Hilferty Lead Independent Director | 68 | 2017 | Chairman and Chief Executive Officer, Comcast Spectacor, and Governor, Philadelphia Flyers | 0 | • | CHAIR | | | • | | W. Bryan Lewis | 48 | 2022 | Vice President and Chief Investment Officer, United States Steel Corporation | 0 | | | • | • | | | Tamara L. Linde | 60 | 2024 | Executive Vice President and Chief Legal Officer, Public Service Enterprise Group, Inc. (PSEG) | 0 | | | | • | • | | Committee Meetings held in 2024 | | | | | 0 | 8 | 9 | 7 | 6 |

  3. Director Nominees

    Proxy Summary | Board Composition

  4. Election of Directors

    Election of Directors

  5. Election of Directors

    | Our Board has nominated Ms. Amato, Mr. Bruner, Mr. Ciesinski, Mr. Franklin, Mr. Hilferty, Mr. Lewis and Ms. Linde for election as directors at this year’s Annual Meeting for a one-year term upon the recommendation of our Corporate Governance Committee. Each nominee abstained from the vote with respect to his or her nomination. The nominees will be elected by a plurality of the votes cast at the 2025 Annual Meeting. Properly executed proxies will be voted for the election of the seven nominees introduced below unless authority to do so has been withheld. Proxies have discretionary authority to cast votes for the election of a substitute should any nominee be unable or become unwilling to serve as a director. Each nominee has stated his or her willingness to serve and the Company believes all the nominees will be available to serve. | Essential’s Corporate Governance Guidelines include a resignation policy for the election of directors in uncontested elections. Specifically, if an incumbent director in an election where the only nominees are those recommended by the Board of Directors receives a greater number of WITHHOLD votes than FOR votes, that director must promptly tender a resignation to the Board. The Board will evaluate the relevant facts and circumstances of the election and resignation, giving due consideration to the best interests of the Company and our shareholders. Within 90 days after the election, the independent directors (other than the director whose resignation is under consideration) will decide whether to accept or reject the tendered resignation. The Company will promptly disclose publicly its decision and the reasons for its decision. The Board of Directors believes the resignation policy enhances accountability to shareholders and responsiveness to shareholder votes, while allowing the Board appropriate discretion in considering a director’s resignation. |

  6. Election of Directors

    | Board Refreshment |

  7. Election of Directors

    | Since the 2024 Annual Meeting, the Board of Directors has undergone a year of refreshment. As planned, two of the Directors retired pursuant to the Company’s Mandatory Retirement Policy. The retirements were anticipated and the Board of Directors, through its Corporate Governance Committee, had conducted a thorough search for their replacements. In addition, one Director resigned due to | increasing demands of her executive position and another director resigned when he took the Chief Executive Officer position at another publicly traded company. The Corporate Governance Committee is undertaking a full search to find candidates that suitably represent the interests of the shareholders, as outlined below. |

  8. Election of Directors

    | How We Identify Director Candidates |

  9. Election of Directors

    | The Corporate Governance Committee identifies, evaluates and recommends director candidates to our Board of Directors for nomination. The Corporate Governance Committee seeks potential candidates from current directors, management, business partners, and shareholders. From time to time, the Corporate Governance Committee retains a third-party search firm to help identify potential directors, as appropriate. The Corporate Governance Committee holds meetings to evaluate and to conduct interviews with potential candidates. As part of this process, the committee will consider a candidate’s | personal abilities, qualifications, utility experience, independence, knowledge, judgment, character, leadership skills, education, background, and expertise and experience in fields and disciplines relevant to the Company, including financial expertise or financial literacy. Finally, the Corporate Governance Committee considers the candidate’s existing professional obligations and the candidate’s abilities to advance the Company’s interests with our various constituencies Important in all of this is the “fit” with the Board. |

  10. Election of Directors

    Proposal 1: Election of Directors | Director Nominee Experience, Qualifications, Attributes and Skills Criteria The Corporate Governance Committee will evaluate shareholder-recommended candidates in the same manner as it evaluates candidates recommended by others. Shareholders who would like the committee to consider particular candidates for selection as nominees at the 2026 Annual Meeting of Shareholders should submit their recommendations to the Chairperson of the Corporate Governance Committee no later than December 1, 2025. The chart below summarizes the experience, qualifications, attributes, and skills of each of the nominees.

  11. Election of Directors

    | Director Nominee Experience, Qualifications, Attributes and Skills Criteria |

  12. Election of Directors

    | Key Skills | | Amato | Bruner | Ciesinski | Franklin | Hilferty | Lewis | Linde | | | Utility Industry | | | | ● | | | ● | | | Regulatory | | ● | | ● | ● | | ● | | | Financial | | ● | ● | ● | ● | ● | ● | | | Legal/Government | ● | | | ● | | | ● | | | Leadership | ● | ● | ● | ● | ● | ● | ● | | | Mergers & Acquisitions | ● | ● | ● | ● | ● | | ● | | | Geographic Diversity | ● | | ● | | | ● | ● | | | “C-Suite” Experience | ● | | ● | ● | ● | | ● | | | Cyber Security Experience | | | ● | | | | |

  13. Election of Directors

    | Information About Our Director Nominees |

  14. Election of Directors

    For each of the seven nominees for election as directors at the 2025 Annual Meeting, we have included biographical information on the following pages that highlights the experience, qualifications, attributes and skills that led the Board to determine the individual is qualified to serve as a director of the Company.

  15. Election of Directors

    | Nominees for Election at the 2025 Annual Meeting |

  16. Election of Directors

    | BOARD COMMITTEES: • Chair, Corporate Governance Committee • Executive Compensation Committee • Executive Committee KEY SKILLS Legal/Government Leadership Mergers & Acquisitions Geographic Diversity “C-Suite” Experience | Elizabeth B. Amato Former Executive Vice President and Chief Human Resources Officer, United Technologies Corp. | | | Independent Director Director Since: 2018 Age: 68 | | | Experience • Executive Vice President & Chief Human Resources Officer of United Technologies Corp. (UTC), 2015-2020. • Senior Vice President, Human Resources and Organization of UTC with global responsibility for Human Resources and Communications functions 2012-2015. • Ms. Amato joined UTC in 1985 at Pratt & Whitney and held a variety of the most senior human resources leadership positions across the corporation in both aerospace and commercial building systems, including UTC Climate, Controls & Security (2011-2012), Carrier (2010-2011), Pratt & Whitney (2006-2009) and Sikorsky (1997-2006). Ms. Amato is a recipient of the YWCA Women Achievers Award. She is currently a member of the Board of Directors for Children’s Healthcare Charity, Inc. and Wake Forest University College Board of Visitors. Ms. Amato holds a bachelor’s degree in political science from Davidson College and a law degree from the University of Connecticut. Qualifications Ms. Amato has over 30 years of experience in various roles with responsibilities ranging from integrating acquisitions to human resources to executive compensation. The Board of Directors believes Ms. Amato’s independence, her broad experience, and her leadership roles support the Board’s conclusion that Ms. Amato should serve as a director of the Company. Other current public company directorships None |

  17. Election of Directors

    | BOARD COMMITTEES: • Chair, Audit Committee • Executive Compensation Committee • Executive Committee KEY SKILLS Financial Regulatory Leadership Mergers & Acquisitions | Christopher L. Bruner Retired Partner, Ernst & Young LLP | | | Independent Director Director Since: 2024 Age: 62 | | | Experience • Retired from Ernst & Young LLP (EY) December 2024 • EY Audit Partner and Senior Advisory Partner, 2021-2024 • Managing Partner Philadelphia Office EY, 2008-2021 • Partner EY, 2000-2008 • EY, 1987-2000 Mr. Bruner is a graduate of Indiana University from which he holds a Bachelor of Science degree in accounting. Qualifications Mr. Bruner has over 38 years of experience in various leadership roles with responsibilities involving finance, audit, strategy, mergers and acquisitions, including being a public company audit partner for a major pharmaceutical company. Mr. Bruner’s extensive leadership experience and his substantial expertise in public financial statements and as an auditor stood out to the Board of Directors. Based upon all of Mr. Bruner’s qualifications the Board of Directors believes Mr. Bruner’s independence, his broad financial experience, and his leadership roles support the Board’s conclusion that Mr. Bruner should serve as a director of the Company. Other affiliations Mr. Bruner has served on several non-profit boards including member and Chair of The Mann Center for the Performing Arts, member and Chair of the Audit Committee of Main Line Health Board, and member and former Treasurer of The Union League of Philadelphia. Other current public company directorships None |

  18. Election of Directors

    | BOARD COMMITTEES: • Chair, Risk Mitigation and Investment Policy Committee • Audit Committee • Executive Committee KEY SKILLS Financial Leadership Mergers & Acquisition Geographic Diversity “C-Suite” Experience Cyber-Security Experience | David A. Ciesinski President, Chief Executive Officer and Director of the Lancaster Colony Corporation and President of its subsidiary, T. Marzetti Company | | | Independent Director Director Since: 2021 Age: 58 | | | Experience • CEO of Lancaster Colony Corporation, a Nasdaq-listed company that produces and markets consumer products with a focus on specialty food products for the retail and foodservice markets, since 2017. • President of Kraft Meal Solutions, 2014-2016. • Group Vice President and Chief Marketing Officer, H.J. Heinz Company, U.S. Retail Division, 2001-2013. Mr. Ciesinski is a graduate of West Point and a veteran of the U.S. Army, with service during the first Gulf War in Iraq, where he earned a Bronze Star Medal. Mr. Ciesinski holds a master’s degree in marketing and finance from the Tepper School of Business at Carnegie Mellon University. Qualifications Mr. Ciesinski has over 20 years of experience in various roles with responsibilities ranging from manufacturing to finance to mergers and acquisitions. The Board of Directors believes Mr. Ciesinski’s independence, his broad experience, and his leadership roles support the Board’s conclusion that Mr. Ciesinski should serve as a director of the Company. Other current public company directorships Lancaster Colony Corporation (since 2016) |

  19. Election of Directors

    | BOARD COMMITTEES: • Chair, Executive Committee • Risk Mitigation and Investment Policy Committee KEY SKILLS Utility Industry Regulatory Financial Legal/Government Leadership Mergers & Acquisition C-Suite Experience | Christopher H. Franklin Chairman, President, and Chief Executive Officer, Essential Utilities, Inc. | | | Director Since: 2015 Age: 59 | | | Experience Chairman, President, and Chief Executive Officer of the Company. • Mr. Franklin has worked for the Company for over 30 years in a variety of leadership positions: President and Chief Executive Officer since July 2015; Executive Vice President, and President and Chief Operating Officer, Regulated Operations (2012-2015); Regional President—Midwest and Southern Operations and Senior Vice President, Public Affairs (2010-2012); • Regional President—Southern Operations and Senior Vice President, Public Affairs and Customer Relations (2007-2010); Vice President, Public Affairs and Customer Operations (2005-2007); Vice President, Corporate and Public Affairs (1997-2005); and Manager, Corporate & Public Affairs (1992-1997). Mr. Franklin is active in the community and serves on a number of nonprofit and higher education boards, including the University of Pennsylvania Board of Trustees and the Franklin Institute of Philadelphia. He earned his B.S. from West Chester University and his M.B.A. from Villanova University. Qualifications Since 2015, under Mr. Franklin’s leadership as CEO, the Company’s customer base has nearly doubled by completing over 70 acquisitions and increased its market capitalization from $4.4 billion to $10 billion at the end of 2024. During his long tenure at the Company, Mr. Franklin has held a series of roles. Among his accomplishments in public affairs was pivotal advocacy for the passage of key legislation designed to provide customers with improved water quality and better water and wastewater systems while allowing a fair and reasonable return for shareholders. As vice president of customer operations, Mr. Franklin lead the implementation of a single-customer information system and the creation of three central call centers. As operating president, he integrated the acquisition of AquaSource and brought the utility back to full profitability. The Board of Directors believes Mr. Franklin’s extensive experience with the Company, capabilities, and his demonstrated leadership roles with the Company and in business and community activities support the Board’s conclusion that Mr. Franklin should serve as a director of the Company. Other affiliations Mr. Franklin serves on the Board of Directors for the Independence Health Group. Other current public company directorships CenterPoint Energy, Inc. (2022-present) |

  20. Election of Directors

    | BOARD COMMITTEES: • Chair, Executive Compensation Committee • Corporate Governance Committee • Executive Committee KEY SKILLS Regulatory Financial Leadership Mergers & Acquisition C-Suite Experience | Daniel J. Hilferty Lead Independent Director, Essential Utilities, Inc. Chairman and Chief Executive Officer, Comcast Spectacor and Governor, Philadelphia Flyers | | | Independent Director Director since: 2017 Age: 68 | | | Experience • Governor, Philadelphia Flyers (July 2023-present). • Chairman and Chief Executive Officer, Comcast Spectacor, a Philadelphia-based American sports and entertainment company (February 2023-present). • Chairman and CEO, Dune View Strategies LLC, an advisory firm focused on healthcare (2021-present). • Former President and Chief Executive Officer of, and former Executive Advisor to, Independence Health Group (IHG), one of the nation’s leading health insurers serving nine million customers in 25 states and Washington D.C. (2010-2022). • President and Chief Executive Officer of the AmeriHealth Mercy Family of Companies (1996-2009). • Executive Director of PennPORTS in the administration of Pennsylvania Governor Robert P. Casey (1990-1991). • Assistant Vice President overseeing community and media relations for Saint Joseph’s University (1987-1990). Qualifications Mr. Hilferty has extensive knowledge and experience in the areas of mergers and acquisitions, the health care field, and government relations and regulation. Based on Mr. Hilferty’s experience, qualifications, and knowledge, in 2017, the Board of Directors determined that Mr. Hilferty should serve as its Lead Independent Director. The Board of Directors believes Mr. Hilferty’s independence, his experience with regulation, his reputation in the healthcare industry, and his leadership roles in business and community activities support the Board’s conclusion that Mr. Hilferty should serve as a director of the Company. Other affiliations Mr. Hilferty has served on several industry-based and nonprofit boards, including America’s Health Insurance Plans, Greater Philadelphia Chamber of Commerce, and on a fund board of FS Investments. In 2015, he served as co-chair on the Executive Leadership Cabinet of the World Meeting of Families. Other current public company directorships None |

  21. Election of Directors

    | BOARD COMMITTEES: • Audit Committee • Risk Mitigation and Investment Policy Committee KEY SKILLS Financial Leadership Geographic Diversity | W. Bryan Lewis Vice President and Chief Investment Officer for United States Steel Corporation | | | Independent Director Director Since: 2022 Age: 48 | | | Experience • Vice President and Chief Investment Officer for United States Steel Corporation since 2019; responsible for the company’s global investments for both the defined contribution and defined benefit plans, as well as other related programs. • President and Chair, United States Steel Corporation and Carnegie Pension Fund, since 2019. • Chief Investment Officer for Pennsylvania State Employees’ Retirement System of Pennsylvania managing a $30 billion pension fund (2016-2019). • Executive Director for State Universities Retirement System of Illinois managing a$20 billion pension fund (2015-2016). • Investment Management for North Carolina Department of State Treasurer – Retirement Systems Division (2009-2015). Mr. Lewis holds an MBA from the University of Miami and a bachelor of science degree in economics from the University of Maryland College Park. Qualifications The Board has determined, based on his abilities, qualifications, knowledge, judgment, character, leadership skills, education, background and experience in fields and disciplines relevant to the Company, including his financial expertise, that Mr. Lewis is qualified to serve on and will make a positive contribution to the Board. The Board of Directors believes Mr. Lewis’ extensive experience with financial services, auditing and evaluation of financial statements and complex accounting issues, his capabilities, and his demonstrated leadership roles support the Board’s conclusion that Mr. Lewis should serve as a director of the Company. Other affiliations Mr. Lewis serves on several industry-based and nonprofit boards, including Steelworkers Pension Trust (member on Board of Trustees), Virginia Retirement System (advisory member to the Board), Financial Accounting Foundation (Director), John Rex Endowment (Director), University of North Carolina Health Foundation (Director), Toigo Foundation (Director), and Institute for Private Capital (Director). Other current public company directorships None |

  22. Election of Directors

    | BOARD COMMITTEES: • Corporate Governance Committee • Risk Mitigation and Investment Policy Committee KEY SKILLS Utility Industry Legal/Government Regulatory Leadership C-Suite Experience Geographic Diversity Financial Mergers & Acquisition | Tamara L. Linde Executive Vice President and Chief Legal Officer, Public Service Enterprise Group, Inc. (PSEG) | | | Independent Director Director Since: 2024 Age: 60 | | | Experience • Executive Vice President and Chief Legal Officer at Public Service Enterprise Group (PSEG) Sept 2024-March 2025, responsible for the legal and regulatory matters for the PSEG Companies, as well as several other corporate functions including risk, compliance, claims, and procurement. • Executive Vice President and General Counsel at PSEG 2014-Sept 2024. • Vice President, Regulatory at PSEG 2006–2014. • Ms. Linde has held other roles at PSEG including General Solicitor (2000–2006) and Attorney (1990–2000). Ms. Linde is a graduate of Seton Hall University from which she holds a bachelor’s degree in History in 1986 and a Juris Doctorate degree from Seton Hall University School of Law in 1989. Qualifications Ms. Linde has over 30 years of experience in various roles with responsibilities involving energy, regulatory, legal, risk, environmental, governmental affairs, and transactions. The Board of Directors believes Ms. Linde’s independence, her broad regulatory and energy experience, and her leadership roles support the Board’s conclusion that Ms. Linde should serve as a director of the Company. Other affiliations Ms. Linde is on the board of PSEG Foundation and is a member of the American Arbitration Association / International Centre for Dispute Resolution Council (AAA / ICDR). Ms. Linde previously served as Chair of the Edison Electric Institute (EEI) Legal Committee, member of the board of Community Foundation of New Jersey, member of the General Counsel Steering Committee of The National Association of Corporate Directors, past President of the Northeast chapter of the Energy Bar Association and past chair of the Energy Bar Association Electricity Regulation and Compliance Committee. Other current public company directorships None |

  23. Corporate Governance

    Corporate Governance The Board sets high standards for our employees, officers, and directors. Implicit in this philosophy is the importance of sound corporate governance. Following the principles of our Corporate Governance Guidelines, the Board serves as a prudent fiduciary for shareholders and oversees the management of our business. Corporate Governance | Director Independence

  24. Corporate Governance

    | Board Leadership Structure |

  25. Corporate Governance

    | CHRISTOPHER H. FRANKLIN Chairman of the Board and Chief Executive Officer | Mr. Franklin serves as Chairman of the Board and Chief Executive Officer. The Board of Directors deliberately and intentionally determined that the structure of the combined Chairman and Chief Executive Officer along with the position of a strong Lead Independent Director and independent Committee Chairs to be the most appropriate and efficient approach to managing the Company, while providing clear accountability to the execution of the Company’s strategy and its results. |

  26. Corporate Governance

    | DANIEL J. HILFERTY Lead Independent Director | Lead Independent Director The Board of Directors annually elects the lead independent director to execute the following clear and specific duties: • Preside at all meetings of the Board at which the Chairman of the Board is not present, including executive sessions of the independent directors; • Serve as liaison between the independent directors and the Chairman of the Board; • Consult with the Chairman of the Board, reviewing and approving meeting agendas and information provided to the Board for meetings, with the authority to add items to the agendas for any Board meeting; • Review and approve meeting schedules to ensure there is sufficient time for discussion of all agenda items; • Call executive sessions of the independent directors and prepare the agendas for the executive sessions; • If requested by major shareholders, participate in consultation and direct communications; • Serve as a member of the Executive Committee; and • In the event of the death or incapacity of the Chairman, become the acting Chairman of the Board until a new Chair is selected. The Lead Independent Director routinely meets in executive session with the other independent directors and without Mr. Franklin present. THE LEAD INDEPENDENT DIRECTOR has the authority (with the approval of at least the majority of the directors) to engage legal, financial or other advisors as the independent directors deem appropriate at the Company’s expense and without consultation or the need to obtain approval from any officer of the Company. |

  27. Corporate Governance

    Corporate Governance | Director Independence

  28. Director Independence

    Director Independence The Board of Directors is responsible for determining whether each of the directors is independent. The Board has adopted Corporate Governance Guidelines that contain categorical standards of director independence that are consistent with the NYSE listing standards. In 2024, all directors were determined to be independent, except our Chairman, President and CEO, Mr. Franklin. The Board of Directors considered the following transactions, relationships and arrangements in connection with making the independence determinations for the current Board of Directors:

  29. Director Independence

    | 1. | During 2024, the Company made contributions to charitable or civic organizations for which Mr. Franklin and Mr. Hilferty serve as directors, trustees or executive officers. None of the Company’s contributions exceeded the greater of $1 million or 2% of the recipient organization’s consolidated gross revenues. |

  30. Director Independence

    | 2. | In 2024, Mr. Franklin was named a director of the Independence Health Group (IHG), and the Company has insurance arrangements with IHG or its affiliates. As a benefit for employees, the Company offers medical insurance benefits through plans established by IHG. The Company is self-insured for all of these plans, but IHG serves as the administrator. For each of the last three fiscal years, the fees paid to IHG for serving as administrator, IHG’s gross revenues, and the fees as a percentage of IHG’s gross revenues were as follows: |

  31. Director Independence

    | Fiscal Year | Fees Paid to IHG | IHG Gross Revenues | Fees Paid as a Percentage of IHG Gross Revenues | | 2022 | $3,454,017 | $21,000,000,000 | 0.017% | | 2023 | $3,770,035 | $31,100,000,000 | 0.012% | | 2024 | $1,368,790 | $32,011,000,000 | 0.0043% |

  32. Director Independence

    Under the self-insured nature of the medical plans, the Company also submitted payments to IHG to maintain the necessary insurance reserves and to pay employees’ medical claims. Because IHG is an administrator, these were “pass through” payments; they do not represent compensation to, or revenue of, IHG. The following “pass through” payments were made to IHG in the last three fiscal years:

  33. Director Independence

    | Fiscal Year | Pass Through Payments | | 2022 | $19,818,919 | | 2023 | $18,325,032 | | 2024 | $21,181,679 |

  34. Director Independence

    | 3. | Mr. Lewis is a Vice President at United States Steel Corporation. The Company delivers natural gas to United States Steel pursuant to an agreement that has been duly filed with the Pennsylvania Public Utility Commission. The amounts received by the Company are not material to the Company or United States Steel Corporation. |

  35. Director Independence

    | 4. | During the fiscal years 2022-2024, the Company utilized the services of the advisory (consulting) section of Ernst & Young (EY) for a specialized project to assist in the Company’s integration of SAP with accounts payable. During this time, Mr. Bruner was employed by EY as a public company auditor and not within its advisory section. The decision to retain EY to assist the Company in its integration was made prior to Mr. Bruner being named a Director and was unrelated to Mr. Bruner. |

  36. Director Independence

    Mr. Bruner retired as a Partner at the Philadelphia EY office effective December 27, 2024, and no longer receives renumeration from EY. See the Company’s 8-K filed December 27, 2024. For each of the last three fiscal years, the fees paid to EY for non-audit services, EY’s gross revenues, and the fees as a percentage of EY’s gross revenues were as follows:

  37. Director Independence

    | Fiscal Year | Fees Paid to EY | EY Gross Revenues | Fees Paid as a Percentage of EY Gross Revenues | | 2022 | $311,030 | $45,170,000,000 | 0.0007% | | 2023 | $5,800,000 | $49,600,000,000 | 0.0117% | | 2024 | $7,315,000 | $51,200,000,000 | 0.0143% |

  38. Director Independence

    The amounts paid by the Company to EY are not material to EY or to the Company. The Company’s Corporate Governance Committee and the full Board of Directors extensively reviewed Mr. Bruner’s former employment with EY. The Committee weighed the attributes of Mr. Bruner, including his extensive experience as a public company audit partner, the NYSE standards, SEC requirements, and other relevant points, and determined that Mr. Bruner is independent. The Board believes that Mr. Bruner is a valuable leader of the Company’s Audit Committee, bringing many years of experience to this role.

  39. Director Independence

    | 5. | Ms. Linde is the Chief Legal Officer at Public Service Enterprise Group (PSEG). The Company purchased energy from PSEG in the amount of $498,637 in 2024 pursuant to approved tariff rates. The amounts paid by the Company to PSEG are not material to PSEG or to the Company. |

  40. Director Independence

    Corporate Governance | Board Committee Membership, Meetings and Director Attendance

  41. Director Compensation

    Director Compensation As part of its annual review, the Executive Compensation Committee retained Pay Governance, LLC to review and benchmark the Board of Directors’ compensation. As a result of this review, the Board of Directors did not change its compensation for 2024. The elements of director compensation for 2024 are shown below.

  42. 2024 Director Compensation Program

    2024 Director Compensation Program

  43. 2024 Director Compensation Program

    | Annual Cash Compensation | | Annual Equity Compensation | | Each Non-Employee Director | $105,000 | Stock grant equal to $120,000 in value | | Chair, Audit Committee | + $20,000 | — | | Chair, Executive Compensation Committee | + $15,000 | — | | Chair, Corporate Governance Committee | + $15,000 | — | | Chair, Risk Mitigation and Investment Policy Committee | + $15,000 | — | | Lead Independent Director | + $30,000 | — |

  44. 2024 Director Compensation Program

    All directors are reimbursed for reasonable expenses incurred in connection with attendance at Board or committee meetings. In late 2024, the Executive Compensation Committee again retained Pay Governance to review and benchmark the Board of Directors’ compensation. Pay Governance compared the directors’ compensation to director compensation paid by the Company’s peers and made suggestions and recommendations to the Executive Compensation Committee and the Corporate Governance Committee. Upon the recommendation of the Executive Compensation Committee and the Corporate Governance Committee, the Board of Directors agreed to revise the director compensation program for 2025 as follows:

  45. 2025 Director Compensation Program

    2025 Director Compensation Program

  46. 2025 Director Compensation Program

    | Annual Cash Compensation | | Annual Equity Compensation | | Each Non-Employee Director | $110,000 | Stock grant equal to $135,000 in value | | Chair, Audit Committee | + $20,000 | — | | Chair, Executive Compensation Committee | + $15,000 | — | | Chair, Corporate Governance Committee | + $15,000 | — | | Chair, Risk Mitigation and Investment Policy Committee | + $15,000 | — | | Lead Independent Director | + $30,000 | — |

  47. 2025 Director Compensation Program

    All directors are reimbursed for reasonable expenses incurred in connection with attendance at Board or committee meetings.

  48. Total 2024 Director Compensation

    Total 2024 Director Compensation

  49. Total 2024 Director Compensation

    | Name | Fees Paid in Cash ($) | Stock Awards ($)(1) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Amato | 120,000 | 119,996 | — | — | — | — | 239,996 | | Bruner | 93,750 | 119,996 | — | — | — | — | 213,746 | | Ciesinski | 116,250 | 119,996 | — | — | — | — | 236,246 | | Franklin(2) | — | — | — | — | — | — | — | | Hilferty | 150,000 | 119,996 | — | — | — | — | 269,996 | | Kelly(3) | — | — | — | — | — | — | — | | Lewis | 105,000 | 119,996 | — | — | — | — | 224,996 | | Linde | 78,750 | 119,996 | — | — | — | — | 198,746 | | Ruff(4) | 80,000 | — | — | — | — | — | 80,000 | | Stewart(4) | 81,667 | — | — | — | — | — | 81,667 | | West(5) | 105,000 | 119,996 | — | — | — | — | 224,996 |

  50. Total 2024 Director Compensation

    | (1) The grant date fair value per share of the stock awards paid on June 20, 2024, were $36.82. This grant date fair value was calculated in accordance with FASB ASC topic 718. |

  51. Total 2024 Director Compensation

    | (2) As an officer of the Company, Mr. Franklin does not receive any compensation for his service on the Board of Directors. |

  52. Total 2024 Director Compensation

    | (3) Ms. Kelly directed her cash compensation be paid to CPPIB and she does not receive any stock awards. Ms. Kelly resigned from the Board in 2024 and is not standing for election. |

  53. Total 2024 Director Compensation

    | (4) Ms. Ruff and Mr. Stewart retired from the Board during 2024. |

  54. Total 2024 Director Compensation

    | (5) Mr. West resigned from the Board in 2025 and is not standing for election. |

  55. Compensation Discussion and Analysis

    | • | “Total cash compensation” means the total of base salary and annual cash incentive compensation; and |

  56. Compensation Discussion and Analysis

    | • | “Total direct compensation” means the total of base salary, annual cash incentive compensation and equity incentive compensation. |

  57. 2022-2024 Pay for Performance Alignment

    | | Target EPS* (adjusted for comp plan) | Target EPS (adjusted for comp plan) | STI Payout % | 3 Year TSR Return | PSU Payout % | | 2022 | $1.77 | Achieved | 129.06% | 12.37% | 171.16% | | 2023 | $1.88 | Achieved | 143.73% | -15.49% | 77.94% | | 2024 | $1.98 | Achieved | 136.48% | -14.81% | 83.31% |

  58. Our Compensation Philosophy

    | | Compensation Element | Form | Compensation Objective | Relation to Objective | | Fixed | Base Salary | Fixed annual cash paid bi-weekly | Compensate executives for their level of responsibility and sustained individual performance based on market data. | Merit salary increases are based on subjective performance evaluations as well as actual performance against defined objectives. | | Performance- and/or Stock-Based Compensation | Annual Cash Incentive Awards | Variable cash paid on an annual basis based on achievement of pre-established goals | Motivate executives to focus on achievement of our annual business objectives. | The amount of the annual incentive award paid, if any, is entirely dependent on achievement of pre-established Company goals. | | | Long-Term Equity Incentive Awards | Restricted Stock Units 25% | Align executive interests with shareholder interests; retain key executives. | Provide equity that will have the same value as shares owned by shareholders; subject to stock ownership guidelines. | | | | Performance Share Units 65% | Aligns executive interests with shareholder interests; creates a strong financial incentive to achieve or exceed long-term performance goals. | The named executive officer’s equity vests only if the pre-established goals are achieved. | | | | Stock Options 10% | Aligns executive interests with shareholder interests. | The named executive officer’s stock options only vest if the pre-established goal is achieved, and stock options only have value if the price of the Company’s common stock increases after the grant date. |

  59. How We Determine Executive Compensation

    The Role of the Compensation Committee’s Independent Consultant The Compensation Committee retained Pay Governance, a nationally recognized compensation consulting firm, as its independent consultant to assist in designing and assessing the competitiveness of our executive compensation program. Pay Governance provides no other services to the Company other than serving as the Compensation Committee’s compensation consultant for executive and director compensation decisions. The Compensation Committee concluded that Pay Governance is an independent consultant after considering the factors relevant to Pay Governance’s independence from management, as well as NYSE and SEC rules regarding compensation consultant independence. Annually, the Compensation Committee has the consultant develop a market rate for base salary, total cash compensation, and total direct compensation for each of the named executive officer positions, including the allocation between cash compensation and equity incentives. Each market rate represents the median compensation level that would be paid to a hypothetical, seasoned performer in a position having similar responsibilities and scope, in an organization of similar size and type as the Company. Competitive Pay Positioning We measure the competitiveness of our program for our named executive officers against the median compensation for comparable positions at other companies in our benchmark group composed of other investor-owned utilities. Our goal is to provide total direct compensation that is competitive with the market median for each named executive officer. Based on the information supplied by Pay Governance, the total target direct compensation for each of our named executive officers was within the competitive range of the benchmark market data for each of their positions during 2024. Our 2024 Benchmarking for Competitive Pay In developing the market median for the named executive officers, the Compensation Committee’s consultant, Pay Governance, used compensation data from our 16 utility peer group companies.

  60. How We Determine Executive Compensation

    | The combination of salary, short-term incentives, and long-term incentives awarded to the named executive officers is intended to compensate them at approximately the 50th percentile of the market when the Company performs at target level. |

  61. How We Determine Executive Compensation

    Pay Governance reviews the Company’s executive compensation program for the Compensation Committee and annually provides the data and analysis described above. The compensation consultant discusses the proposed actual compensation awards for the named executive officers and provides research and input to the Compensation Committee on changes to the compensation program. In 2024, Pay Governance also analyzed the Company’s executive compensation program to ensure that it remained competitive. Pay Governance uses the median to show the market rate for base salary, total cash compensation and total direct compensation, including the allocation between cash compensation and equity incentives. Our 2024 Benchmarking Peer Group We use a sixteen-company peer group to benchmark executive pay. This custom peer group process was first used in 2020 and will continue to be the foundation of our benchmarking approach.

  62. How We Selected our Peer Group

    How We Selected our Peer Group A multi-step screening process was used to determine the final comparator companies. Shareholder Advisory Vote Impact on Compensation Committee Actions The Compensation Committee also takes into consideration the results of the advisory votes on the Company’s executive compensation program for the previous few years. We are committed to providing shareholders with transparency regarding the metrics and measurements used for our incentive plans.

  63. 2024 Executive Compensation Program

    | Element of Compensation | Objectives | | Competitively benchmarked base salaries | Designed to attract and retain named executive officers consistent with their talent and experience | | Short-term incentives or annual cash incentive awards | Intended to reward executives for: • improving the quality of service to our customers; • controlling the cost of service to our customers by managing expenses and improving performance; • achieving economies of scale by acquiring additional water and wastewater systems that can benefit from our resources and expertise; • disposing of under-performing systems where appropriate; and • enhancing our financial viability and performance by achieving annual objectives. | | Long-term equity incentives | Designed to reward named executive officers for: • enhancing our financial health, which also benefits our customers; • improving our long-term performance through both revenue increases and cost control; and • achieving increases in the Company’s equity and in absolute shareholder value and shareholder value relative to peer companies. | | Retirement benefits | Intended to assist named executive officers generate income for their retirement. | | Non-qualified deferred compensation plan | Designed to allow eligible executives to manage their financial and tax planning by deferring current income until a later date, including following retirement or other separation from employment, without an additional contribution from the Company. | | Double-trigger change-in-control agreements | Designed to promote stability and dedication to shareholder value in the event of a fundamental transaction affecting the ownership of the Company and to enable the named executive officers to evaluate any such transaction impartially. | | Stock ownership guidelines | Designed to focus named executive officers on the long-term performance of the Company and align their interests with those of our shareholders by encouraging named executive officers to maintain a significant ownership interest in the Company. |

  64. 2024 Executive Compensation Program

    Base Salary Base salary is designed to provide the named executive officers and all our other employees with a level of fixed pay that is commensurate with their role and responsibilities. We believe by delivering base salaries that are reflective of market medians, we are positioned to attract and retain top caliber executives in an increasingly competitive labor market. How We Determine Base Pay – Market Medians and Internal Pay Equity The Compensation Committee annually reviews the base salaries of our named executive officers, and for all our senior executives, to evaluate whether they are competitive with our industry peers. Base salaries are considered for adjustment annually and are based on a combination of factors, including general movement in external salary levels, changes in the market median rate for an executive’s position, individual performance, internal pay equity, and changes in individual duties and responsibilities. For the NEOs in particular, the Compensation Committee analyzes both the market median rate for their positions and internal equity with both the other named executive officers and the other employees of the Company. For NEOs other than our CEO, the Committee also considers recommendations from our CEO, Mr. Franklin, reflecting his assessment of the individual’s performance and their contributions to the achievement of business objectives. Mr. Franklin’s pay is evaluated separately by the Compensation Committee under the same criteria, with the final recommendation determined and approved by all the independent members of the Board of Directors. NEO 2024 Base Salary For 2024, the annual increases to the salaries for the named executive officers reflected these assessments. The NEOs’ salary increases averaged 3.7%, which approximated normal market-driven adjustments and reflected peer group median benchmarks ensuring NEO salaries aligned with the market. These increases were viewed as an important retention tool, reflected tenure, experience and peer group for the Committee. The base salaries approved by the Compensation Committee for 2024, effective April 1, 2024, were as follows:

  65. 2024 Executive Compensation Program

    Annual Cash Incentive Awards The Annual Cash Incentive Award Plan is a non-equity incentive plan that provides each named executive officer with the opportunity to earn a cash award tied to Company performance against specific business objectives. A balanced scorecard approach to this cash incentive ensures that all employees work in the best interests of the shareholders, employees, and customers.

  66. 2024 Annual Performance Metrics

    2024 Annual Performance Metrics

  67. 2024 Annual Performance Metrics

    | * Adjusted EPS is a non-GAAP financial measure. See Appendix A for reconciliation to the GAAP financial measure and adjustments made for purposes of the compensation metric attainment. |

  68. 2024 Annual Performance Metrics

    2024 Performance The following table shows the Company’s 2024 performance compared to the targets set in the Annual Plan. The Compensation Committee evaluated the actual attainment of each performance goal, with particular emphasis on the above-target achievement of all goals, and determined that the aggregate weighted achievement of the corporate goals was 136.48%.

  69. 2024 Company Performance Metric Scorecard

    | | Metric Component | Threshold 50% Payout | Target 100% Payout | Maximum 150% Payout | 2024 Actual Results | Actual Attainment | Weight | Achievement | | Financial 50% | Essential Earnings Per Share (EPS)* | $1.93 | $1.98 | $2.03 | $2.17 | 150.00% | 35.00% | 52.50% | | | Essential ROE | 8.04% | 9.54% | 11.04% | 11.77% | 150.00% | 15.00% | 22.50% | | Safety 20% | Essential Lost Time/Restricted Time | 1.70 | 1.20 | 0.85 | 1.14 | 108.57% | 5.00% | 5.43% | | | Essential Responsible Vehicle Accident Rate | 3.00 | 2.50 | 2.00 | 2.45 | 105.00% | 5.00% | 5.25% | | | Gas Damage Prevention | 3.33 | 3.22 | 3.11 | 2.84 | 150.00% | 10.00% | 15.00% | | Customer Service 10% | Water Service Level | 82.40% | 83.40% | 84.40% | 83.67% | 113.50% | 5.00% | 5.68% | | | Gas Service Level | 83.30% | 84.30% | 85.30% | 85.21% | 145.50% | 5.00% | 7.28% | | Compliance 10% | Aqua Water Compliance | 99.65% | 99.75% | 100.00% | 99.80% | 110.00% | 2.50% | 2.75% | | | Aqua Wastewater Compliance | 94.00% | 96.50% | 99.50% | 96.71% | 103.50% | 2.50% | 2.59% | | | Peoples Gas Leaks | 180 | 165 | 150 | 107 | 150.00% | 2.50% | 3.75% | | | Peoples Gas LTIIP | 97.50% | 100.00% | 102.50% | 104.60% | 150.00% | 2.50% | 3.75% | | Individual Goals 10% | Individual Goals | 50.00% | 100.00% | 150.00% | 10.00% | 100.00% | 10.00% | 10.00% | | Total Achievement | | | | | | | | 136.48% |

  70. 2024 Named Executive Officer Short-Term Incentive Awards

    2024 Named Executive Officer Short-Term Incentive Awards

  71. 2024 Named Executive Officer Short-Term Incentive Awards

    | Name | 2024 Salary Rate* ($) | 2024 Target Bonus % | 2024 Achievement** | 2024 STI Payment ($) | | Christopher H. Franklin | $1,032,500 | 100% | 141.48% | $1,460,781 | | Daniel J. Schuller | $526,575 | 65% | 140.48% | $480,826 | | Christopher P. Luning | $454,300 | 60% | 140.98% | $384,283 | | Colleen M. Arnold*** | $388,500 | 45% | 125.39% | $219,213 | | Michael A. Huwar**** | $368,200 | 45% | 143.41% | $237,616 |

  72. 2024 Named Executive Officer Short-Term Incentive Awards

    | * The 2024 Salary Rate is an annualized rate. |

  73. 2024 Named Executive Officer Short-Term Incentive Awards

    | ** Each Named Executive Officer’s goals attainment were evaluated and approved by the Executive Compensation Committee. Mr. Franklin attained 150% for his 10% Individual Goals resulting in 141.48% STI Achievement. |

  74. 2024 Named Executive Officer Short-Term Incentive Awards

    | *** Ms. Arnold’s Short-Term Incentive Plan focuses on a blend of Essential and Aqua specific financial, safety, customer service, environmental and individual metrics. |

  75. 2024 Named Executive Officer Short-Term Incentive Awards

    | **** Mr. Huwar’s Short-Term Incentive Plan focuses on a blend of Essential and Peoples Gas specific financial, safety, customer service, environmental and individual metrics. |

  76. 2024 Named Executive Officer Short-Term Incentive Awards

    Long-Term Equity Incentive Awards Our use of equity incentive awards is intended to reward our named executive officers for:

  77. 2024 Named Executive Officer Short-Term Incentive Awards

    | • | Enhancing the Company’s financial health, which also benefits our customers; |

  78. 2024 Named Executive Officer Short-Term Incentive Awards

    | • | Improving our long-term performance through both revenue increases and cost control; and |

  79. 2024 Named Executive Officer Short-Term Incentive Awards

    | • | Achieving increases in the Company’s equity and shareholder value. |

  80. 2024 Named Executive Officer Short-Term Incentive Awards

    We make these equity incentive awards under our Amended and Restated Omnibus Equity Compensation Plan (the Plan). Under the Plan, the Compensation Committee and the Board of Directors may grant stock options, performance-based or service-based stock unit and stock awards, stock appreciation rights and other stock-based awards to officers, directors, key employees and key consultants of the Company and its subsidiaries who are in a position to contribute materially to the successful operation of our business. Since 2011, the Compensation Committee has used a combination of performance share units and restricted stock units to better link the named executive officers’ long-term incentive compensation to performance results that led to increased shareholder value and enhanced our long-term financial stability, which also benefits our customers. For 2022, the long-term incentive plan reintroduced performance-based stock options as part of the program to incentivize management to grow the value of the Common Stock. We aim to strike a balance between the incentive and retention goals of our equity grants:

  81. 2024 Named Executive Officer Short-Term Incentive Awards

    | • | All of the equity grants to our Chief Executive Officer are subject to performance goals; and |

  82. 2024 Named Executive Officer Short-Term Incentive Awards

    | • | For our other named executive officers, sixty-five percent of the equity grant is performance-based share units, twenty-five percent is in the form of restricted stock units, and ten percent is stock options for 2024. |

  83. 2024 Named Executive Officer Short-Term Incentive Awards

    Using the market median rates developed by Pay Governance, the Compensation Committee evaluates the target annual equity incentive awards made to the named executive officers as part of the total compensation package designed to be competitive with the benchmarked group and our industry. The Compensation Committee does not consider any increase or decrease in the value of past equity incentive awards in making these annual decisions. In considering the number of equity incentive awards to be granted in total to all employees each year, the Compensation Committee considers the number of equity incentive awards outstanding and the number of equity incentive awards to be awarded as a percentage of Essential’s total shares outstanding.

  84. 2024 Named Executive Officer Short-Term Incentive Awards

    | The number of equity incentive awards granted annually to all employees has been less than 1% of Essential’s total shares outstanding per year for the past several years. It is our equity granting policy to make all employee equity incentive awards on the same grant date. |

  85. 2024 Named Executive Officer Short-Term Incentive Awards

    Long Term Equity Incentive Awards Mix Performance-based equity awards provide guidance and incentives to management for building shareholder growth, while restricted share units and options provide retention benefits and closely align management with the shareholders. The table below shows the balance between the performance share units, performance-based options, and restricted stock units between 2021 and 2025.

  86. Long-Term Equity Mix for 2021-2025

    Long-Term Equity Mix for 2021-2025

  87. Long-Term Equity Mix for 2021-2025

    | Award Year | Performance Period | Payment Year | Performance Share Units | Performance Based Stock Options | Restricted Stock Units | | 2021 | 2021-2023 | 2024 | 65% | N/A | 35% | | 2022 | 2022-2024 | 2025 | 65% | 10% | 25% | | 2023 | 2023-2025 | 2026 | 65% | 10% | 25% | | 2024 | 2024-2026 | 2027 | 65% | 10% | 25% | | 2025 | 2025-2027 | 2028 | 50% | 15% | 35% |

  88. Long-Term Equity Mix for 2021-2025

    As a result of the Compensation Committee’s analysis of competitive conditions, it established the target percentages of base salary for equity awards for each named executive officer as follows:

  89. Long-Term Equity Mix for 2021-2025

    | | 2024 Target LTI (%) | | Christopher H. Franklin | 320 | | Daniel J. Schuller | 175 | | Christopher P. Luning | 140 | | Colleen M. Arnold | 90 | | Michael A. Huwar | 90 |

  90. Long-Term Equity Mix for 2021-2025

    Vested Performance Share Awards and Status of Outstanding Performance Share Awards Performance share or performance share unit grants (PSU) (together referred to as performance shares) provide the named executive officers with the opportunity to earn awards of shares based on Company performance against pre-determined, objective metrics for a three-year performance period. Participants are granted a target number of shares or units that can increase to 200% of the target or decrease to zero based on the Company’s actual performance compared to the goals for the designated metrics. Dividends or dividend equivalents, as applicable, on the performance shares accrue and will be paid when the performance shares are earned and paid based on the number of shares actually earned, if any. Performance shares vest, if at all, three years after the grant date. As seen by the charts above, the Compensation Committee believes that its long-term incentive compensation program aligns with the shareholders, combining total shareholder return with objective metrics aimed at increasing shareholder value, with the actual payout based on actual achievement of four metrics that the Compensation Committee believes address share-based and operational metrics that are important to shareholders. Outstanding PSU Awards The PSU awards granted in 2022 covered the performance period for the PSU awards for 2022 began on January 1, 2022, and ended on December 31, 2024. The calculation of the 2022 PSU award was based on its three metrics over the three-year grant period: Essential’s ordinal ranking for Total Stockholder Return (TSR) compared to the peer group, targeted rate-based growth as a result of acquisitions, and controlling Operating and Maintenance expenses per targets. The three-year TSR return of -14.81% resulted in a zero payout of the first metric of the PSU. We had success in our rate base growth over the last three years, which shows in the second metric of the PSU. Lastly, our third metric on controlling O&M expenses was achieved through measured spending and managing though high inflation costs. The 2022 PSU calculation is depicted below. The pay for performance design of the LTI program and the alignment of the LTI program with the Company’s shareholders can clearly be seen in the 2022 PSU outcome of 83.31%, a lower PSU payout than in most recent years.

  91. Long-Term Equity Mix for 2021-2025

    | 2022 PSU Calculation | Weight | Actual Result | Performance | Extrapolation | | Metric 1 – TSR Peer Group | 38.46% | Ranked 13th | 0.00% | 0.00% | | Metric 2 – Rate Base Growth | 30.77% | $264M | 124.17% | 38.21% | | Metric 3 – O&M | 30.77% | $1.73B | 146.56% | 45.10% | | Total 2022 PSU Attainment: | | | | 83.31% |

  92. Long-Term Equity Mix for 2021-2025

    2022 PSU Payout Schedule: Threshold through Target through Maximum Goals Please see the disclosure on page 74 under the heading Outstanding Equity Awards at Fiscal Year-End for a detailed description of the status of the PSU awards. Adjusted Return on Equity Calculation — Stock Options Stock options vest, or not, based on the Company’s adjusted return on equity, which is calculated annually in accordance with the descriptive formula below. If the adjusted return on equity meets or exceeds 150 basis points below the return on equity of the most current Pennsylvania PUC water rate award, the stock options will vest. Stock options vest one-third per year over a three-year period. Restricted Share Awards Annual restricted share or restricted stock unit grants (together referred to as restricted shares) entitle the named executive officers to receive the number of shares granted at the end of a given period of time, or in increments over a period of years, subject to continued employment with the Company. However, if a recipient separates from the Company due to death, disability, retirement or termination following a Change in Control, then acceleration of the lapse of forfeiture restrictions occurs as set forth in the Plan. Highlights of Restricted Stock Unit Grants

  93. Long-Term Equity Mix for 2021-2025

    | • | Dividends or dividend equivalents, as applicable, are accumulated and paid when the restricted shares are paid. |

  94. Long-Term Equity Mix for 2021-2025

    | • | The restricted shares to the named executive officers other than the Chief Executive Officer vest subject solely to continued service with the Company. |

  95. Long-Term Equity Mix for 2021-2025

    | • | The restricted shares to the Chief Executive Officer vest 100% after three years, subject to continued service with the Company and the Company’s achievement of at least an adjusted return on equity equal to 150 basis points below return on equity granted by the Pennsylvania Public Utility Commission during the Company’s Pennsylvania water subsidiary’s last rate proceeding, subject to adjustments as allowed under the Plan. For this purpose, return on equity will be calculated in the same manner as it is calculated for the purpose of determining the return on equity required for the vesting of stock options. |

  96. Long-Term Equity Mix for 2021-2025

    Other Benefits Retirement Plans Our retirement plans are intended to provide competitive retirement benefits to help attract and retain employees. Some of our named executive officers are participants in our qualified pension plan (benefits frozen as of December 31, 2014) (the Retirement Plan), and in our non-qualified pension benefit plan (the Non-Qualified Pension Benefit Plan). Our non-qualified retirement plan is intended to provide executive officers with a retirement benefit that is comparable on a percentage of salary basis to that received by our other employees participating in the Retirement Plan by providing the benefits that exceed those permitted under current Internal Revenue Service regulations. Benefits continue to accrue for some of our named executive officers in the Non-Qualified Pension Benefit Plan. Starting in 2009, the Company began to fund the trust for the benefits under the Non-Qualified Pension Benefit Plan using trust-owned life insurance. A named executive officer’s retirement benefits under our qualified and non-qualified retirement plans are not taken into account when determining the executive’s current compensation.

  97. Long-Term Equity Mix for 2021-2025

    | • | Effective December 31, 2014, the named executive officers ceased accruing a benefit under the Retirement Plan and their plan compensation and credited service for purposes of determining their benefits was frozen. |

  98. Long-Term Equity Mix for 2021-2025

    | • | Vesting service will continue to accrue in the Retirement Plan as long as the named executive officer remains employed by the Company. |

  99. Long-Term Equity Mix for 2021-2025

    Non-Qualified Deferred Compensation Plan We maintain a non-qualified Executive Deferred Compensation Plan (the Executive Deferral Plan) that allows eligible members of management to defer all or a portion of their salary and annual cash incentives. The ability to defer compensation enables participants to save for retirement and other life events in a tax-effective manner. Deferred amounts are deemed invested in one or more mutual funds selected by the participant under trust-owned life insurance policies on the lives of eligible executives. To provide named executive officers with the full Company matching contribution available to other employees under our qualified plans, executives who choose to defer up to six percent of their salary under one of the Company’s 401(k) plans, but do not receive the full Company matching contribution under such qualified plans due to the Internal Revenue Service regulations limiting the total dollar amount that can be deferred under a 401(k) plan ($19,500 each year for 2020 and 2021, $20,500 for 2022, $22,500 for 2023, and $23,000 for 2024), receive the portion of the Company matching contribution that the executive would be otherwise ineligible to receive into the Executive Deferral Plan.

  100. Long-Term Equity Mix for 2021-2025

    | • | Effective January 1, 2009, the Company began to fund the trust holding amounts deferred by the participants in the Executive Deferral Plan using trust-owned life insurance. |

  101. Long-Term Equity Mix for 2021-2025

    | • | A named executive officer’s deferrals and any earnings on deferrals under our non-qualified deferred compensation plan are not taken into account in determining the named executive officer’s compensation. |

  102. Long-Term Equity Mix for 2021-2025

    Severance Plans All of the named executive officers are covered by a severance policy. The policy provides a severance benefit of (i) one full year salary, (ii) one full year projected bonus, and (iii) between one and six months of continued medical benefits following termination, provided the named executive officer is terminated for any reason other than for cause. Additionally, on July 1, 2024, Mr. Franklin and the Company entered into a Renewed Employment Agreement (Mr. Franklin’s Employment Agreement). Under Mr. Franklin’s Employment Agreement, if the Company terminates Mr. Franklin’s employment without cause or does not renew the term of the Employment Agreement, or if Mr. Franklin terminates his employment for good reason (as defined in the agreement), Mr. Franklin will receive any accrued but unpaid salary and accrued vacation, 36 months of COBRA, as well as a lump sum equal to 24 months of base salary and two times his target annual bonus. Under his employment agreement, Mr. Franklin agrees that during his employment and for a period of twelve months after termination of his employment, he will not (1) employ, engage or solicit for employment employees of the Company, (2) solicit, entice, broker or encourage any then-current or potential customer, client or vendor of the Company or otherwise alter his, her or its relationship with the Company, or (3) participate in any way, directly or indirectly, in a “competing business.” If the Company terminates Mr. Franklin’s employment for cause or if he terminates his employment without good reason, or in the event of death or disability, Mr. Franklin (or his estate) will receive any accrued but unpaid salary and accrued vacation. Mr. Franklin’s Employment Agreement expires July 1, 2027, and may be extended for successive one-year terms upon mutual agreement of the Company and Mr. Franklin. Mr. Franklin’s Employment Agreement is filed with our SEC filings. Double Trigger Change-In-Control Agreements We maintain change-in-control agreements with the named executive officers that are intended to:

  103. Long-Term Equity Mix for 2021-2025

    | • | minimize the distraction and uncertainty that could affect key management in the event we become involved in a transaction that could result in a change in control of the Company; |

  104. Long-Term Equity Mix for 2021-2025

    | • | enable the executives to impartially evaluate such a transaction; |

  105. Long-Term Equity Mix for 2021-2025

    | • | provide a retention incentive to our named executive officers; and |

  106. Long-Term Equity Mix for 2021-2025

    | • | encourage executives’ attention and dedication to their duties and responsibilities in the event of a possible change-in-control. |

  107. Long-Term Equity Mix for 2021-2025

    Under the terms of these agreements, a covered named executive officer is entitled to certain severance payments and a payment in lieu of the continuation of benefits if employment is terminated other than for cause, or in the event the executive resigns for good reason, as defined in the agreements, within two years following a change-in-control of Essential. See the description of Potential Payments Upon Termination or Change-in-Control on pages 80 through 85. These change-in-control agreements are referred to as double trigger agreements because they only provide a benefit to executives whose employment is terminated, or who have good reason to resign, following a change-in-control. These change-in-control agreements do not provide any payments or benefits to the covered executives merely as a result of a change-in-control. The normal annual restricted share, stock option and performance share grants to the named executive officers also contain double trigger provisions. Each of the change-in-control agreements limit the amount of the payments under the agreements based on the limitation on the deductibility of these payments under Section 280G of the Internal Revenue Code (the Code). The Company has determined that there will be no tax gross-ups in any change-in-control agreements with executives and that all such agreements will be subject to the limitations under Section 280G of the Code. We believe the multiples of compensation and other benefits provided under the change-in-control agreements, as described on pages 80 through 85, are consistent with the multiples in the market. Named executive officers who receive payments under their change-in-control agreements in connection with a separation from employment following a change-in-control will not be entitled to any payments under our normal severance policy. The form of change-in-control agreement is filed with our SEC filings.

  108. Daniel J. Schuller

    | • | Raised $1B in long term debt in January and August offerings. | | • | Established $1B equity ATM program. | | • | Implemented BlackLine, financial close software in seven states. |

  109. Christopher P. Luning

    | • | Assisted in raising $1B in long term debt in January and August offerings and assisted in establishing $1B equity ATM program. |

  110. Michael A. Huwar

    | • | Achieved 104% year-end mileage target for Long-term Infrastructure Improvement Plan (LTIIP) in 2024. |

  111. Our 2025 Short- and Long-Term Incentive Programs

    Our 2025 Short- and Long-Term Incentive Programs

  112. STI Metrics, Weighting and Target Payout Levels

    STI Metrics, Weighting and Target Payout Levels Our STI metrics, which reflect the core areas of Company performance, will continue in 2025 to center on financial performance, water and wastewater compliance, gas leaks and infrastructure improvement, customer satisfaction, and employee safety. We believe this incentive program builds on and supports an already strong foundation of management oversight of sustainability. In order to better align our financial incentive drivers, our EPS metric will move to 50% weighting in our short-term incentive plan and our ROE metric will shift to our long-term incentive plan. To further support our employee experience, 5% of individual goals will be focused on employee engagement. The goal of our short-term incentive program is to encourage our executive team to focus on core issues associated with driving long-term shareholder growth and ensuring safe and reliable water and natural gas services for our customers.

  113. Proposed 2025 Essential Short-Term Incentive Plan

    Proposed 2025 Essential Short-Term Incentive Plan

  114. 2025 Long-Term Incentive Program

    2025 Long-Term Incentive Program

  115. 2025 Essential Long-Term Incentive Plan

    2025 Essential Long-Term Incentive Plan Our 2025 LTI plan continues to emphasize performance based pay. We have made some enhancements for 2025 to reflect the confidence we have in our company performance and to retain our talented leaders.

  116. 2025 Financial Metrics for PSUs

    2025 Financial Metrics for PSUs

  117. 2025 Financial Metrics for PSUs

    | Ordinal TSR | The most prevalent long-term incentive metric in the peer group. The performance is based on ordinal TSR rank against our 16-company peer group, with the percentile ranking determining the overall payout level (0 - 200%). |

  118. 2025 Financial Metrics for PSUs

    Additionally, two other operating measures were chosen to balance internal financial and operational management with external shareholder results.

  119. 2025 Financial Metrics for PSUs

    | Return on Earnings | Defined as the approved average return on earnings over the three years of the grant. ROE is central to the Company’s profitability. | | Operations and maintenance performance | To ensure cost-effective operations, operations and maintenance targets include the budget plus the first two years in the plan for the regulated businesses only. |

  120. 2025 Financial Metrics for PSUs

    Executive Compensation | Section 6 Compensation Governance Policies and Practices

  121. Compensation Governance Policies and Practices

    Compensation Governance Policies and Practices Anti-Hedging and Anti-Pledging Policy Issuing equity awards to our directors and named executive officers and imposing stock ownership guidelines helps to align their interests with those of our shareholders. As part of our insider trading policy, we prohibit all directors and employees from engaging in hedging or pledging activities with respect to any owned shares or outstanding equity awards. The policy specifically prohibits all insiders from engaging in any short sales of the Company’s securities; buying or selling puts, calls or other derivative securities; or pledging the Company’s securities as collateral for a loan. None of our directors or named executive officers engaged in any hedging or pledging activities with respect to the Company stock during 2024. Clawback of Incentive Compensation In accordance with recent Securities and Exchange Commission and New York Stock Exchange requirements, on February 22, 2023, the Company’s Board of Directors unanimously adopted a Compensation Recoupment Policy (the Clawback Policy). Among other items, the Clawback Policy covers the Company’s ability to recoup compensation, including time-vesting equity awards, in the event of a restatement, regardless of whether the executive was at fault or not and is intended to be fully compliant with all requirements of the Securities and Exchange Commission and the New York Stock Exchange. In the event of a significant restatement of our financial results caused by executive fraud or willful misconduct, the Compensation Committee reserves the right to review the cash incentive compensation received by the named executive officers with respect to the period to which the restatement relates. The Committee will recalculate Essential’s results for the period to which the restatement relates and seek reimbursement of that portion of the cash incentive compensation that was based on the misstated financial results from the executive or executives whose fraud or willful misconduct was the cause of the restatement. In addition, starting with the performance share unit grants and restricted stock unit grants in 2014, all shares issued pursuant to those grants are subject to any applicable recoupment or clawback policies and other policies implemented by the Board, as in effect from time to time. Limited Perquisites We offer a limited number of perquisites for our named executive officers. The Board has authorized executive benefits consisting of executive financial planning and annual executive physical exams. The Board regularly reviews the benefits provided to our executives and makes appropriate modifications based on the value of these benefits. Equity Grant Practices The Company’s long-standing practice has been to grant equity compensation, including stock options, on a pre-determined schedule at approximately the same time each year, generally in late January or early to mid-February. This timing has been utilized for at least the past ten years. Rarely the Compensation Committee makes off-cycle grants as circumstances warrant. The Compensation Committee and the Board do not take material nonpublic information into account when determining the timing and terms of stock option awards. During fiscal 2024, the Company did not grant stock options to any named executive officer during any period beginning four business dates before and ending one business day after the filing of any Form 10-K, Forms 10-Q or any Form 8-K disclosing material non-public information about the Company. Stock Ownership Guidelines In 2005, the Board of Directors established stock ownership guidelines for the named executive officers to encourage these executives to maintain a significant ownership interest in the Company and to help align the interests of these executive officers with the long-term performance of the Company. In 2017, these guidelines were modified to recognize the different levels of executives who may be among the named executive officers and to state the guidelines in terms of the number of shares to be held rather than a dollar value, in order to avoid fluctuations in the number of shares to be held based on variations in the Company’s stock price. In establishing the number of shares to be held, the Compensation Committee uses a round number of shares, the value of which approximates the following multiples of the midpoint of the average base salary grade for the executives: Executive Compensation | Section 6 Compensation Governance Policies and Practices

  122. Summary Compensation Table

    Summary Compensation Table

  123. Summary Compensation Table

    | Principal Position | Year | Salary ($)(1) | Bonus ($) | Grant Date Fair Value ($)(2) | Grant Date Fair Value of Stock Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(1)(3) | Change in Pension Value and Non-qualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(5) | Total ($)(6) | | Christopher H. Franklin President and Chief Executive Officer | 2024 | 1,023,134 | — | 3,035,513 | 349,956 | 1,460,781 | 329,976 | 23,632 | 6,222,992 | | | 2023 | 985,584 | — | 2,523,854 | 298,940 | 1,437,300 | 2,483,717 | 20,555 | 7,749,950 | | | 2022 | 938,628 | — | 2,138,892 | 246,090 | 1,226,070 | — | 19,367 | 4,569,047 | | Daniel J. Schuller EVP and Chief Financial Officer | 2024 | 521,812 | — | 847,656 | 97,724 | 480,826 | — | 25,888 | 1,973,906 | | | 2023 | 500,560 | — | 647,856 | 78,862 | 476,465 | — | 27,640 | 1,731,383 | | | 2022 | 473,278 | — | 577,065 | 66,389 | 400,345 | — | 36,822 | 1,553,899 | | Matthew R. Rhodes EVP, Strategy & Corporate Development | 2024 | 384,520 | — | 713,953 | 82,312 | — | — | 21,289 | 1,202,074 | | | 2023 | 479,554 | — | 531,153 | 64,991 | 418,254 | — | 24,899 | 1,518,851 | | | 2022 | 460,984 | — | 466,367 | 53,658 | 360,916 | — | 33,580 | 1,375,505 | | Christopher P. Luning EVP, and General Counsel | 2024 | 450,186 | — | 585,033 | 67,445 | 384,283 | 276,423 | 17,589 | 1,780,959 | | | 2023 | 433,415 | — | 466,539 | 56,702 | 379,447 | 407,271 | 11,936 | 1,755,310 | | | 2022 | 412,595 | — | 417,442 | 48,026 | 323,027 | — | 18,644 | 1,219,734 | | Colleen M. Arnold President, Aqua | 2024 | 383,168 | — | 321,620 | 37,076 | 219,213 | — | 33,157 | 994,234 | | | 2023 | 357,807 | — | 256,597 | 32,416 | 200,000 | — | 34,743 | 881,563 | | | 2022 | 316,971 | — | 204,928 | 23,584 | 181,780 | — | 36,973 | 764,236 | | Michael A. Huwar President, Peoples | 2024 | 363,302 | — | 304,818 | 35,143 | 237,616 | | 35,380 | 976,259 |

  124. Summary Compensation Table

    | (1) Salary and Non-Equity Incentive Plan Compensation amounts include amounts deferred by the named executive officer pursuant to the Executive Deferral Plan described beginning on page 80. |

  125. Summary Compensation Table

    | (2) The grant date fair value of stock-based compensation is based on the fair market value on the date of grant as determined in accordance with the FASB ASC Topic 718 accounting guidance for stock compensation. The assumptions used in calculating the fair market value are set forth in Note 15, Employee Stock and Incentive Plan contained in the Notes to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC at www.sec.gov. For performance shares, the RSUs, and Restricted Stock, the Grant Date Fair Value of Stock and Options Awards shown is based on the target number of the shares underlying the awards granted. |

  126. Summary Compensation Table

    | (3) Non-Equity Incentive Plan Compensation is shown for the year in which the compensation is earned and is generally paid in the following calendar year. See the description of these annual cash Incentive awards above under the CD&A section of this proxy statement. |

  127. Summary Compensation Table

    | (4) Change in Non-qualified Pension Value and Deferred Compensation Earnings. The change in pension value is based on the aggregate change in the actuarial present value of the named executive officer’s accumulated benefit under all defined benefit pension plans (Including non-qualified pension plans) from the pension plan measurement date used for financial statement reporting purposes in the Company’s audited statements for the prior completed fiscal year to the pension plan measurement date used for financial statement reporting purposes in the Company’s audited financial statements for the covered fiscal year. There was a steep drop in discount rates at the end of 2023, which increases the present value of the pension benefit significantly. All amounts deferred by participants in the Executive Deferral Plan and all prior deferrals under the Executive Deferral Plan are invested in a variety of mutual funds selected by each participant under trust-owned life insurance used by the Company to fund the Executive Deferral Plan; there are no preferential or above-market earnings on this deferred compensation. Messrs. Huwar and Schuller and Ms. Arnold are not eligible to participate in the Retirement Plan because they were hired by the Company after the Retirement Plan was closed to new entrants. Negative amount changes are not included in this section per SEC guidelines. |

  128. Summary Compensation Table

    | (5) All Other Compensation includes the components listed below. |

  129. Summary Compensation Table

    | | | Group Life ($)(a) | OTHER COMPENSATION | | | | | | | 401(k) Company Match and Company Contribution ($)(b) | Car Allowance ($)(c) | Total ($) | | Franklin | 2024 | 7,740 | 9,958 | 5,934 | 23,632 | | | 2023 | 7,740 | 9,715 | 3,100 | 20,555 | | | 2022 | 6,708 | 7,933 | 4,726 | 19,367 | | Schuller | 2024 | 5,380 | 19,675 | 833 | 25,888 | | | 2023 | 2,815 | 22,860 | 1,965 | 27,640 | | | 2022 | 552 | 34,233 | 2,037 | 36,822 | | Rhodes | 2024 | 1,335 | 19,954 | — | 21,289 | | | 2023 | 1,746 | 23,153 | — | 24,899 | | | 2022 | 360 | 33,220 | — | 33,580 | | Luning | 2024 | 4,644 | 11,809 | 1,136 | 17,589 | | | 2023 | 4,540 | 6,476 | 920 | 11,936 | | | 2022 | 4,309 | 9,593 | 4,742 | 18,644 | | Arnold | 2024 | 2,112 | 27,046 | 3,999 | 33,157 | | | 2023 | 2,042 | 25,714 | 6,987 | 34,743 | | | 2022 | 552 | 28,176 | 8,245 | 36,973 | | Huwar | 2024 | 5,349 | 30,031 | — | 35,380 |

  130. Summary Compensation Table

    | (a) Represents the taxable value of group life insurance benefit for the named executive officer. |

  131. Summary Compensation Table

    | (b) Includes Company match and year end contribution to the 401(k) and the non-qualified retirement plan. |

  132. Summary Compensation Table

    | (c) The Company provides the use of Company owned or leased vehicles for several of its named executive officers. |

  133. Summary Compensation Table

    | (6) Total compensation is calculated in accordance with the SEC requirements under Item 402(c) of Regulation S-K, but does not reflect the compensation paid for the year. Specifically, the Total compensation includes the change in pension value in the qualified and non-qualified defined benefit pension plans in which the named executive officers participate. Such pension benefits will not be paid to the named executive officers until they retire from service to the Company. |

  134. Pay Versus Performance (PVP)

    Pay Versus Performance (PVP) As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between compensation actually paid to our Principal Executive Officer (PEO) and to our named executive officers and certain financial performance metrics of the Company using a methodology that has been prescribed by the SEC.

  135. Pay Versus Performance (PVP)

    | Fiscal Year (a)* | Summary Compensation Table Total for PEO(1) (b) | Compensation Actually Paid to PEO(1)(2) (c) | Average Summary Compensation Table Total for non-PEO NEOs(1) (d) | Average Compensation Actually Paid to non-PEO NEOs(1)(2) (e) | Value of Initial Fixed $100 Investment Based on: | | Net Income (h) | Adjusted EPS(4) (i) | | | | | | | Total Shareholder Return (f) | Peer Group Total Shareholder Return(3) (g) | | | | 2024 | $6,222,992 | $5,157,561 | $1,385,486 | $883,261 | $88.15 | $117.50 | $595,314,000 | $2.27 | | 2023 | $7,749,950 | $2,489,517 | $1,471,777 | $856,685 | $87.70 | $89.38 | $498,226,000 | $2.00 | | 2022 | $4,569,047 | $4,579,810 | $1,569,825 | $1,131,942 | $108.77 | $102.99 | $465,237,000 | $1.81 | | 2021 | $5,339,716 | $5,944,071 | $1,488,288 | $1,779,964 | $119.44 | $103.14 | $431,612,000 | $1.80 | | 2020 | $7,173,359 | $5,496,122 | $1,770,429 | $1,814,639 | $102.93 | $86.13 | $284,490,000 | $1.67 |

  136. Pay Versus Performance (PVP)

    | (1) Our principal executive officer (PEO) for 2020-2024 is Mr. Franklin. The non-principal executive officers (Non-PEO) reflected in columns (d) and (e) include the following individuals: Mr. Schuller (2020-2024), Mr. Rhodes (2020-2024), Mr. Luning (2020-2024), Ms. Arnold (2022-2024), Mr. Huwar (2024), and Mr. Fox (2020-2022). |

  137. Pay Versus Performance (PVP)

    | (2) The following amounts were deducted from / added to Summary Compensation Table (SCT) total compensation in accordance with the SEC-mandated adjustments to calculate Compensation Actually Paid (CAP) to our principal executive officer (PEO) and average CAP to our non-PEO named executive officers. The fair value of equity awards was determined using methodologies and assumptions developed in a manner substantively consistent with those used to determine the grant date fair value of such awards. |

  138. Pay Versus Performance (PVP)

    | (3) The Peer Group for which Total Shareholder Return is provided in column (g) is the S&P Midcap 400 Utilities Index. |

  139. Pay Versus Performance (PVP)

    | (4) Adjusted EPS is a non-GAAP financial measure. See Appendix A for reconciliation to the GAAP financial measure and adjustments. |

  140. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table contains information regarding equity and non-equity awards granted to the named executive officers in 2024: Grants of Plan-Based Awards

  141. Grants of Plan-Based Awards

    | Name | Grant | Estimated Future Payouts Under | | | | | | All Other Stock Awards: Number of Shares of Stock or Units(6) (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) | | | | Non-Equity Incentive Plan Awards | | | Incentive Plan Awards(5) | | | | | | | | | | Threshold ($)(2) | Target ($)(3) | Maximum ($)(4) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Franklin | 1/24/24 | 516,250 | 1,032,500 | 1,548,750 | 51,816 | 80,574 | 138,090 | 0 | 43,098 | $35.78 | 3,385,469 | | Schuller | 1/24/24 | 171,137 | 342,274 | 513,411 | 8,031 | 16,061 | 32,122 | 6,439 | 12,035 | $35.78 | 945,380 | | Rhodes | 1/24/24 | 150,229 | 300,458 | 450,686 | 6,764 | 13,528 | 27,056 | 5,423 | 10,137 | $35.78 | 796,265 | | Luning | 1/24/24 | 136,290 | 272,580 | 408,870 | 5,543 | 11,085 | 22,170 | 4,444 | 8,306 | $35.78 | 652,478 | | Arnold | 1/24/24 | 87,413 | 174,825 | 262,238 | 3,047 | 6,094 | 12,188 | 2,443 | 4,566 | $35.78 | 358,696 | | Huwar | 1/24/24 | 82,845 | 165,690 | 248,535 | 2,888 | 5,776 | 11,552 | 2,315 | 4,328 | $35.78 | 339,961 |

  142. Grants of Plan-Based Awards

    | (1) The named executive officers’ Non-Equity Incentive Plan Awards are calculated based on the named executive officers’ current annual salary multiplied by the executive’s target incentive compensation percentage times the factors described on pages 55 through 56. |

  143. Grants of Plan-Based Awards

    | (2) The Threshold Non-Equity Incentive Plan Award is based on the factors described on pages 55 through 56. |

  144. Grants of Plan-Based Awards

    | (3) The Target Non-Equity Incentive Plan Award is based on the factors described on pages 55 through 56. |

  145. Grants of Plan-Based Awards

    | (4) The Maximum Non-Equity Incentive Plan Award is based the factors described on pages 55 through 56. |

  146. Grants of Plan-Based Awards

    | (5) The February 16, 2024 Equity Incentive Plan Awards in these columns are composed of performance-based RSUs and PSUs for the CEO, Mr. Franklin, and performance-based share units (PSUs) for the other named executive officers which vest on the third anniversary of the grant date as long as the named executive officer is providing service to the Company and the performance goal is achieved. |

  147. Grants of Plan-Based Awards

    | (6) Represents service-based restricted stock unit grants to the named executive officers other than Mr. Franklin which vest on the third anniversary of the grant date as long as the named executive officer is providing service to the Company. |

  148. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End

  149. Outstanding Equity Awards at Fiscal Year-End

    | Name | Number of Securities Underlying Unexercised Options Unexercisable | Number of Securities Underlying Unexercised Options Exercisable | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested(1)(2)(3) | Market Value of Shares or Units of Stock That Have Not Vested(1)(2)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(1)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(1)(3) | | Franklin | — | 17,815 | 34.51 | 2/27/2028 | | | | | | | — | 190,088 | 35.94 | 2/28/2029 | | | | | | | 8,783 | 17,565 | 45.19 | 2/16/2032 | | | | | | | 17,528 | 8,764 | 45.39 | 2/22/2033 | | | | | | | 43,098 | — | 35.78 | 1/24/2034 | 53,193 | 2,042,606 | 132,816 | 5,100,281 | | Schuller | — | 6,789 | 30.47 | 2/22/2027 | | | | | | | — | 8,723 | 34.51 | 2/27/2028 | | | | | | | — | 55,208 | 35.94 | 2/28/2029 | | | | | | | 2,369 | 4,739 | 45.19 | 2/16/2032 | | | | | | | 4,624 | 2,312 | 45.39 | 2/22/2033 | | | | | | | 12,035 | — | 35.78 | 1/24/2034 | 14,473 | 555,575 | 36,137 | 1,387,235 | | Luning | — | 5,670 | 30.47 | 2/22/2027 | | | | | | | — | 7,215 | 34.51 | 2/27/2028 | | | | | | | — | 39,107 | 35.94 | 2/28/2029 | | | | | | | 1,714 | 3,428 | 45.19 | 2/16/2032 | | | | | | | 3,324 | 1,663 | 45.39 | 2/22/2033 | | | | | | | 8,306 | — | 35.78 | 1/24/2034 | 10,237 | 393,137 | 25,561 | 981,665 | | Arnold | — | 247 | 30.47 | 2/22/2027 | | | | | | | — | 998 | 34.51 | 2/27/2028 | | | | | | | — | 8,149 | 35.94 | 2/28/2029 | | | | | | | 842 | 1,683 | 45.19 | 2/16/2032 | | | | | | | 1,900 | 951 | 45.39 | 2/22/2033 | | | | | | | 4,566 | — | 35.78 | 1/24/2034 | 5,532 | 212,527 | 13,812 | 529,966 | | Huwar | 825 | 1,651 | 45.19 | 2/16/2032 | | | | | | | 1,798 | 899 | 45.39 | 2/22/2032 | | | | | | | 4,328 | — | 35.78 | 1/24/2034 | 5,285 | 202,836 | 13,195 | 506,431 |

  150. Outstanding Equity Awards at Fiscal Year-End

    | (1) All PSUs are subject to the achievement of the applicable performance criteria for the designated performance period, and continued service with the Company to the vesting date; actual results could vary materially at the end of the performance period. All RSUs for Mr. Franklin are subject to the achievement of the applicable performance criteria and his continued service with the Company to the vesting date. All RSUs for the other NEOs are subject to the individual’s continued service with the Company to the vesting date. The following table contains information on outstanding stock option and stock awards held by the named executive officers at December 31, 2024. |

  151. Outstanding Equity Awards at Fiscal Year-End

    | (2) The market value of the RSU and PSU awards include accrued and unpaid dividend equivalents. The dividend equivalents are accrued based upon the assumption that the PSUs would be issued at target. |

  152. Outstanding Equity Awards at Fiscal Year-End

    | (3) The PSU grants made in 2022, 2023, and 2024 for the three year performance periods ended December 31, 2024, December 31, 2025 and December 31, 2026 respectively, consisted of three performance goal metrics. These metrics and the associated achievement are determined by the Compensation Committee as described on pages 57 through 59 of this proxy statement. |

  153. Outstanding Equity Awards at Fiscal Year-End

    The following table sets forth the number of shares underlying outstanding PSUs and RSUs at December 31, 2024:

  154. Outstanding Equity Awards at Fiscal Year-End

    | | Performance Share Units | | | Restricted Share Units | | | | Named Executive Officer | Performance Period Ends | Date to be Vested, Earned and Paid if Applicable | Number of Units Issued(4) | Vesting Period Ends | Date to be Earned And Paid if Applicable | Number of Units Issued at Target | | Franklin | 12/31/2024 | 2/16/2025 | 35,457 | 2/16/2025 | 2/16/2025 | 14,162 | | | 12/31/2025 | 2/22/2026 | 39,843 | 2/22/2026 | 2/22/2026 | 15,973 | | | 12/31/2026 | 1/24/2027 | 57,516 | 1/24/2027 | 1/24/2027 | 23,058 | | Schuller | 12/31/2024 | 2/16/2025 | 9,566 | 2/16/2025 | 2/16/2025 | 3,821 | | | 12/31/2025 | 2/22/2026 | 10,510 | 2/22/2026 | 2/22/2026 | 4,213 | | | 12/31/2026 | 1/24/2027 | 16,061 | 1/24/2027 | 1/24/2027 | 6,439 | | Luning | 12/31/2024 | 2/16/2025 | 6,920 | 2/16/2025 | 2/16/2025 | 2,764 | | | 12/31/2025 | 2/22/2026 | 7,556 | 2/22/2026 | 2/22/2026 | 3,029 | | | 12/31/2026 | 1/24/2027 | 11,085 | 1/24/2027 | 1/24/2027 | 4,444 | | Arnold | 12/31/2024 | 2/16/2025 | 3,397 | 2/16/2025 | 2/16/2025 | 1,357 | | | 12/31/2025 | 2/22/2026 | 4,321 | 2/22/2026 | 2/22/2026 | 1,732 | | | 12/31/2026 | 1/24/2027 | 6,094 | 1/24/2027 | 1/24/2027 | 2,443 | | Huwar | 12/31/2024 | 2/16/2025 | 3,332 | 2/16/2025 | 2/16/2025 | 1,331 | | | 12/31/2025 | 2/22/2026 | 4,087 | 2/22/2026 | 2/22/2026 | 1,639 | | | 12/31/2026 | 1/24/2027 | 5,776 | 1/24/2027 | 1/24/2027 | 2,315 |

  155. Outstanding Equity Awards at Fiscal Year-End

    The following table details the number of RSUs that are vested and earned by the named executive officers other than Mr. Rhodes, under the 2022 RSU grants as of the date of this proxy statement:

  156. Outstanding Equity Awards at Fiscal Year-End

    | Named Executive Officer | Performance Period End | Date Vested, Earned and Paid | Number of RSU Shares Issued | | Franklin | 12/31/24 | 2/16/25 | 14,162 | | Schuller | 12/31/24 | 2/16/25 | 3,821 | | Luning | 12/31/24 | 2/16/25 | 2,764 | | Arnold | 12/31/24 | 2/16/25 | 1,357 | | Huwar | 12/31/24 | 2/16/25 | 1,331 |

  157. Outstanding Equity Awards at Fiscal Year-End

    Executive Compensation | CEO to Median Employee Pay Ratio Options Exercised and Stock Vested Options Exercised and Stock Vested The following table shows (1) the number of shares of stock options, restricted shares, PSUs or RSUs previously granted to the named executive officers that were exercised, vested or were earned during 2024, and (2) the value realized by those officers upon the exercise, vesting, or payment of such shares based on the closing market price for our shares of Common Stock on the exercise or vesting date.

  158. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Franklin | — | — | 42,213 | 1,497,717 | | Schuller | — | — | 11,177 | 396,560 | | Rhodes | 50,550 | 104,275 | 9,148 | 324,571 | | Luning | — | — | 8,187 | 290,475 | | Arnold | — | — | 4,036 | 143,197 | | Huwar | | | 4,301 | 152,599 |

  159. Outstanding Equity Awards at Fiscal Year-End

    | (1) The Number of Shares Acquired on Vesting column represents the number of shares of common stock issued upon the earning and vesting of the 2022 RSUs in 2025. |

  160. Outstanding Equity Awards at Fiscal Year-End

    | (2) The Value Realized on Vesting column does not include dividend equivalents paid for PSU’s and RSUs vesting in the amount of $143,220 for Mr. Franklin, $37,920 for Mr. Schuller, $27,777 for Mr. Luning, $13,690 for Ms. Arnold and $14,591 for Mr. Huwar. |

  161. Outstanding Equity Awards at Fiscal Year-End

    CEO to Median Employee Pay Ratio Here we provide information about the relationship of the annual total compensation of our employees and the annual total compensation of Mr. Franklin: To determine our median employee, we chose base salary as our consistently applied compensation measure. We annualized this measure of compensation for those who began their employment during 2024. Using a determination date in December 2024, we calculated the median base salary for all required employees. The annual total compensation of the employee identified as the median employee of the Company (other than Mr. Franklin), was $97,843 and, the annual total compensation of Mr. Franklin was $6,222,992. The annual total compensation for the median employee and Mr. Franklin were calculated under Item 402(c) of Regulation S-K. Accordingly, the ratio of the annual total compensation of Mr. Franklin to the median of the annual total compensation of all employees of the Company was estimated to be 64 to 1. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, pay ratios reported by other companies may not be comparable to the pay ratio reported above. Retirement Plans and Other Post-Employment Benefits Pension Benefits The following table shows: (1) the number of years of credited service for the named executive officers, other than Mr. Rhodes, under our various retirement plans as of December 31, 2024; (2) the actuarial present value of accumulated benefits under those plans as of December 31, 2024; and (3) any payments made to the named executive officers during 2024 under those plans. Pension Benefits

  162. Outstanding Equity Awards at Fiscal Year-End

    | Name | Plan Name | Number of Years of Credited Service* | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | Franklin | Retirement Income Plan for Essential Utilities, Inc. and | 22 | 1,017,695 | — | | | Subsidiaries Non-Qualified Retirement Plan | 32 | 10,824,273 | — | | Schuller | Retirement Income Plan for Essential Utilities, Inc. and | | — | — | | | Subsidiaries Non-Qualified Retirement Plan | | — | — | | Luning | Retirement Income Plan for Essential Utilities, Inc. and | 12 | 390,170 | — | | | Subsidiaries Non-Qualified Retirement Plan | 22 | 1,859,428 | — | | Arnold | Retirement Income Plan for Essential Utilities, Inc. and | | — | — | | | Subsidiaries Non-Qualified Retirement Plan | | — | — | | Huwar | Retirement Income Plan for Essential Utilities, Inc. and | | — | — | | | Subsidiaries Non-Qualified Retirement Plan | | — | — |

  163. Outstanding Equity Awards at Fiscal Year-End

    | * For benefit accrual purposes, credited service in the Qualified Plan is frozen as of December 31, 2014. For early retirement eligibility purposes, service continues to accrue after December 31, 2014 and will equal that shown for the Non-Qualified Retirement Plan. |

  164. Outstanding Equity Awards at Fiscal Year-End

    Retirement Income Plan (the Retirement Plan) Essential Utilities sponsors a qualified defined benefit Retirement Plan to provide retirement income to the Company’s employees hired prior to certain dates starting in 2003. Effective December 31, 2014, the eligible named executive officers ceased accruing a benefit under the Retirement Plan. Specifically, their plan compensation and credited service for purposes of determining their benefits were frozen in the Retirement Plan as of December 31, 2014. For the portion of the Retirement Plan covering certain of the named executive officers, plan compensation is defined as total compensation paid, but excludes contributions made by the Company to a plan of deferred compensation, distributions from a deferred compensation plan, amounts realized from the exercise of stock options or when restricted shares underlying restricted stock units or performance shares become freely transferable, fringe benefits, welfare benefits, reimbursements or other expense allowances, moving expenses and commissions. The Employee Retirement Income Security Act of 1974, as amended (ERISA), imposes maximum limitations on the annual amount of pension benefits that may be paid, and the amount of compensation that may be taken into account in calculating benefits, under a qualified, funded, defined benefit pension plan such as the Retirement Plan. The Retirement Plan complies with these ERISA limitations. Benefits earned under the final pay formula for the retirement plan are equal to 1.35% of average plan compensation plus 0.45% of average plan compensation above Covered Compensation for each year of credited service up to 25 years, and 0.5% of average plan compensation for each year of credited service above 25 years. The annual benefit is subject to a minimum benefit schedule.

  165. Outstanding Equity Awards at Fiscal Year-End

    | • | Average plan compensation is defined as the average of plan compensation over the highest five consecutive years out of the last ten years. |

  166. Outstanding Equity Awards at Fiscal Year-End

    | • | Covered Compensation is defined as the average of the Social Security Wage Bases (as defined in the Retirement Plan) in effect for each calendar year during the 35-year period ending with the last day of the calendar year of the benefit determination. |

  167. Outstanding Equity Awards at Fiscal Year-End

    Effective December 31, 2014, years of credited service and plan compensation in the Retirement Plan was frozen for the eligible named executive officers. Under the terms of the Retirement Plan, a Company participant becomes fully vested in his or her accrued pension benefit after five years of credited service. All eligible named executive officers are vested in the Retirement Plan. Participants may retire as early as age 55 with 10 years of service. Unreduced benefits are available when a participant attains the earlier of age 65 with 5 years of vesting service or age 62 with 30 years of vesting service. Otherwise, benefits are reduced 3% for each year by which retirement precedes the attainment of age 65 or are reduced actuarially in accordance with the terms of the Retirement Plan and federal law if payment occurs before age 55. Pension benefits earned are payable in the form of a lifetime annuity or can be collected as a lump sum benefit. Married individuals may receive a reduced benefit paid in the form of a qualified joint and survivor annuity. Non-Qualified Retirement Plan Effective December 1, 1989, the Board of Directors adopted a supplemental benefits plan for salaried employees of the Company. On December 1, 2014, the Board of Directors adopted an amended benefits plan for salaried employees of the Company (the Non-Qualified Pension Benefit Plan). The Non-Qualified Pension Benefit Plan is a plan that is intended to provide an additional pension benefit to Company participants in the Retirement Plan and their beneficiaries whose benefits under the Retirement Plan are adversely affected by the ERISA limitations described above. Effective December 31, 2014, the Non-Qualified Pension Benefit Plan was amended to include credited service and plan compensation that the named executive officers would have otherwise accrued under the Retirement Plan if their benefit had not been frozen in the Retirement Plan. In addition, deferred compensation is excluded from the Retirement Plan compensation definition but is included in the calculation of benefits under the Non-Qualified Pension Benefit Plan. The benefit under the Non-Qualified Pension Benefit Plan is equal to the difference between:

  168. Outstanding Equity Awards at Fiscal Year-End

    | (i) the amount of the benefit the Company participant would have been entitled to under the Retirement Plan absent such ERISA limitations, absent the freezing of plan compensation and credited service, and including deferred compensation in the final average earnings calculation; and |

  169. Outstanding Equity Awards at Fiscal Year-End

    | (ii) the amount of the benefit actually payable under the Retirement Plan. |

  170. Outstanding Equity Awards at Fiscal Year-End

    Participants may retire as early as age 55 with 10 years of service under the Non-Qualified Pension Benefit Plan. Unreduced benefits are available when a participant attains the earlier of age 65 with 5 years of service or age 62 with 30 years of service. Otherwise, benefits are reduced 3% for each year by which retirement precedes the attainment of age 65. Pension benefits earned under the Non-Qualified Pension Benefits Plan are payable in the form of a lump sum, unless an alternative election is made. An alternative election may be made such that benefits are paid as an annuity for life (and the life of the participant’s spouse upon death), in a series of installments or under certain circumstances transferred at separation from employment to up to five separate distribution accounts under the Company’s Executive Deferral Plan. Messrs. Franklin and Luning are earning benefits under the Non-Qualified Pension Benefit Plan and are fully vested in those benefits. Mr. Franklin and Mr. Luning are currently eligible to retire under the Non-Qualified Pension Benefit Plan. Messrs. Huwar and Schuller and Ms. Arnold do not earn any benefits under the Non-Qualified Pension Benefit Plan. In 2009, the Company began to fund the Non-Qualified Pension Benefit Plan through the use of trust-owned life insurance. Actuarial Assumptions used to Determine Values in the Pension Benefits Table The amounts shown in the Pension Benefits Table above are actuarial present values of the benefits accumulated through the date shown. An actuarial present value is calculated by estimating expected future payments starting at an assumed retirement age, weighting the estimated payments by the estimated probability of surviving to each post-retirement age, and discounting the weighted payments at an assumed discount rate to reflect the time value of money. The actuarial present value represents an estimate of the amount, which, if invested today at the discount rate, would be sufficient on an average basis to provide estimated future payments based on the current accumulated benefit. Assumptions used to determine the values are the same as those disclosed on the Company’s financial statements as of those dates with the exception of the assumed retirement age and the assumed probabilities of leaving employment prior to retirement. Retirement was assumed to occur at the earliest possible unreduced retirement age (or current age, if later) for each plan in which the executive participates. For purposes of determining the earliest unreduced retirement age, service was assumed to be granted until the actual date of retirement. Actual benefit present values will vary from these estimates depending on many factors, including an executive’s actual retirement age. The key assumptions included in the calculations are as follows: Retirement Age

  171. Outstanding Equity Awards at Fiscal Year-End

    | | December 31, 2024 | December 31, 2023 | | Discount Rate | 5.64% | 5.51% | | Retirement Age | | | | Franklin | 62 | 62 | | Luning | 65 | 65 | | Termination, pre-retirement mortality and disability rates | None | None | | Post-Retirement Mortality | 40% of the present value for the Retirement Plan is calculated using the PRI-2012 gender specific nondisabled annuitant mortality tables projected generationally from 2012 with Scale MP-2021 improvements. 60% of the present value of the Retirement Plan and 100% of the present value for the Non-Qualified Pension Plan is calculated using a 50% male and a 50% female blended PRI-2012 nondisabled annuitant mortality table projected generationally from 2012 with Scale MP-2021 improvements. | 40% of the present value for the Retirement Plan is calculated using the PRI-2012 gender specific nondisabled annuitant mortality tables projected generationally from 2012 with Scale MP-2021 improvements. 60% of the present value of the Retirement Plan and 100% of the present value for the Non-Qualified Pension Plan is calculated using a 50% male and a 50% female blended PRI-2012 nondisabled annuitant mortality table projected generationally from 2012 with Scale MP-2021 improvements. |

  172. Outstanding Equity Awards at Fiscal Year-End

    Please note the following with regard to the incremental pension value above that included in the Pension Benefits Table upon retirement, termination, death and disability:

  173. Outstanding Equity Awards at Fiscal Year-End

    | * Upon termination, the benefits for Mr. Franklin and Mr. Luning are assumed to be payable as an immediate lump sum from the qualified pension plan and lump sum payment at age 55 from the nonqualified plan (as required by the plan provisions of the nonqualified pension plan). Benefits Payable from the qualified pension plan are actuarially equivalent to the benefit payable at age 65. Benefits payable from the non-qualified plan have been reduced for early commencement by 3% per year of commencement prior to age 65 to the assumed age 55 commencement date. | | Retiree medical plan eligibility is age 55 with 15 years of service. We have not included retiree medical plan values for Mr. Franklin and Mr. Luning since they have not attained retirement eligibility for that plan. |

  174. Outstanding Equity Awards at Fiscal Year-End

    Non-Qualified Deferred Compensation The following table contains information regarding contributions to, earnings on, withdrawals from and balances as of December 31, 2024 for our non-qualified Executive Deferral Plan.

  175. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation

  176. Non-Qualified Deferred Compensation

    | Name | Registrant Contributions in Last FY ($)(1) | Individual Contributions in Last FY ($)(1) | Aggregate Earnings in Last FY ($)(2) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($)(3) | | Franklin | 19,668 | — | 15,813 | (22,877) | 181,469 | | Schuller | 51,381 | — | 55,643 | — | 306,666 | | Rhodes | 45,942 | — | 19,810 | — | 234,848 | | Luning | 3,102 | 94,862 | 8,595 | — | 126,014 | | Arnold | 19,102 | 180,000 | 72,084 | (89,448) | 676,712 | | Huwar | 1,137 | 73,701 | 3,104 | — | 79,729 |

  177. Non-Qualified Deferred Compensation

    | (1) The Company’s and the named executive officers’ contributions to this plan are included in the base salary earned in 2024 in the Summary Compensation Table. |

  178. Non-Qualified Deferred Compensation

    | (2) In 2024, the deferred amounts were invested in mutual funds chosen by the participant under a trust-owned life insurance policy maintained by the Company to fund the Executive Deferral Plan. The earnings shown in this column include the earnings on those mutual funds. |

  179. Non-Qualified Deferred Compensation

    | (3) Prior year contributions were reflected in the Summary Compensation Table for prior years. |

  180. Non-Qualified Deferred Compensation

    Employees with total projected W-2 compensation for 2024 in excess of $180,000 were eligible to participate in the Company’s Executive Deferral Plan for 2024. Participants may defer up to 90% of their salary and 90% of their non-equity incentive compensation under the Company’s Annual Cash Incentive Compensation Plan. At the time the participant elects to make a deferral under the Executive Deferral Plan, the participant is also required to elect the form of payment with respect to the amounts deferred for the upcoming calendar year. If a separation distribution account is elected, the participant may choose to receive his or her distribution in either a lump sum payment or, subject to certain requirements, in annual installments over 2 to 15 years. If a flexible distribution account is elected, the participant will receive his or her distribution in a lump sum payment. The executive officers, including the named executive officers, may not commence the receipt of their account balances and the earnings on these deferrals sooner than the first day of the seventh month following the date of the executive’s separation from employment. Potential Payments Upon Termination or Change-In-Control

  181. Double-Trigger Change-In-Control

    Double-Trigger Change-In-Control The Company maintains double-trigger change-in-control agreements with its named executive officers. Payments under these agreements are triggered if the named executive officer’s employment is terminated other than for cause or the executive resigns for good reason, as defined in the agreements, within two years after consummation of a change-in-control transaction involving the Company. The following table provides a summary of the benefits to which each named executive officer would be entitled under the change-in-control agreements. Payment in Lieu

  182. Double-Trigger Change-In-Control

    | Name | Multiple of Base Compensation | Years of Health Benefit Continuation Period | Outplacement Services | | Franklin | 3 | 3 | 36 Months | | Schuller | 2 | 2 | 6 Months | | Luning | 2 | 2 | 6 Months | | Arnold | 2 | 2 | 6 Months | | Huwar | 2 | 2 | 6 Months |

  183. Double-Trigger Change-In-Control

    For base compensation under the change-in-control agreements: Base Compensation is defined as current base annual salary, plus the greater of the named executive officers target bonus for the year in which the executive incurs a termination of employment, or the last actual bonus paid to the named executive officer under the Annual Cash Incentive Compensation Plan (or any successor plan maintained by the Company), in all capacities with the Company and its subsidiaries or affiliates. The executive’s Base Compensation would be determined prior to reduction for salary deferred by the named executive officer under any deferred compensation plan of Essential and its subsidiaries or affiliates, or otherwise. The NEO is entitled to receive a pro-rata share of the named executive officer’s target annual cash incentive compensation based on the portion of the calendar year that has elapsed at the time of the named executive officer’s termination. The NEO is also entitled to receive a lump sum payment in lieu of the continuation of certain health benefits for a period of 2 years and outplacement services. The payment of the multiple of Base Compensation would be made in a lump sum within 60 days after the executive’s termination as defined under the agreement, although under the requirements of Section 409A of the Code, part or all of such payment may need to be deferred until the first day of the seventh month following the date of the named executive officer’s separation from employment. Each executive is required to execute a standard release of the Company as a condition to receiving the payment under the agreement. For equity incentive awards made under the Plan: (i) for restricted stock units without performance goals, if a change-in-control occurs prior to the vesting date, the restricted stock units would remain outstanding and vest on the vesting date or, if earlier, vest upon a qualified termination event following a change-in-control; (ii) for Options, if a change-in-control occurs prior to any vesting date, the Options would remain outstanding and vest in accordance with the vesting schedule, or, if earlier, accelerate and vest upon a qualified termination event following a change-in-control; and (iii) for performance shares, if a change-in-control occurs, performance would be measured at the date of the change-in-control, and the number of performance shares earned to be determined as of the date of the change-in-control as follows:

  184. Double-Trigger Change-In-Control

    | • | If a change-in-control occurs more than one year after the grant date, then the number of performance shares earned as of the change-in-control date would be the greater of (i) the amount earned based on actual performance, or (ii) the target number of performance shares. |

  185. Double-Trigger Change-In-Control

    | • | If a change-in-control occurs within one year after the grant date, then the number of performance shares earned as of the change-in-control date would be a pro-rata portion (based on the number of whole months in the applicable performance period worked from the date of grant to the change-in-control) of the greater of (i) the amount earned based on actual performance, or (ii) the target number of performance shares. |

  186. Double-Trigger Change-In-Control

    Any performance shares that are not earned at the change-in-control date would be forfeited. The vesting of these equity incentives is applicable to all grantees under the Plan. The number of shares underlying the performance share awards will be earned and paid out at the end of the performance period, or, if earlier, as a double-trigger payment on the date of termination of employment following or in connection with the change-in-control. For purposes of the change-in-control agreements and the vesting of unvested equity incentives as described above, a change-in-control, subject to certain exceptions, means:

  187. Double-Trigger Change-In-Control

    | 1. | any person (including any individual, firm, corporation, partnership or other entity except Essential, any subsidiary of Essential, any employee benefit plan of Essential or of any subsidiary, or any person or entity organized, appointed or established by Essential for or pursuant to the terms of any such employee benefit plan), together with all affiliates and associates of such person, shall become the beneficial owner in the aggregate of 20% or more of the common stock of Essential then outstanding; or |

  188. Double-Trigger Change-In-Control

    | 2. | during any 24-month period, individuals who at the beginning of such period constitute the Board of Directors of Essential cease for any reason to constitute a majority thereof, unless the election, or the nomination for election by Essential’s shareholders, of at least seventy-five percent of the directors who were not directors at the beginning of such period was approved by a vote of at least seventy-five percent of the directors in office at the time of such election or nomination who were directors at the beginning of such period; or |

  189. Double-Trigger Change-In-Control

    | 3. | there occurs a sale of 50% or more of the aggregate assets or earning power of Essential and its subsidiaries, or its liquidation is approved by a majority of our shareholders or Essential is merged into or is merged with an unrelated entity such that following the merger the shareholders of Essential no longer own more than 50% of the resultant entity. |

  190. Double-Trigger Change-In-Control

    The change-in-control agreement for Mr. Franklin and the form of change-in-control agreement for the other named executive officers have been filed with the SEC as exhibits to the Company’s periodic report filings. Retirement and Other Benefits Under the terms of our qualified and non-qualified defined benefit retirement plans, eligible salaried employees, including certain named executive officers, are entitled to certain pension benefits upon their termination, retirement, death or disability. In general, the terms under which benefits are payable upon these triggering events are the same for all participants under the qualified and nonqualified plans. The present value of accumulated pension benefits, assumed payable at the earliest unreduced age (or current age, if later), for the named executive officers is shown in the Pension Benefits Table on page 77. The pension benefit values included in the tables on pages 77 through 79 reflect the incremental value above the amounts shown in the Pension Benefits Table for benefits payable upon each triggering event from all pension plans in the aggregate. The Company sponsors postretirement medical plans to subsidize retiree medical benefits for employees hired prior to certain dates starting in 2003. Under the postretirement medical plans, employees are generally eligible to retire upon attainment of age 55 and completion of 15 years of service. Upon retirement, eligible participants are entitled to receive subsidized medical benefits prior to attainment of age 65 where the subsidy provided is based upon age and years of service upon retirement. Upon attainment of age 65, eligible participants are entitled to receive employer contributions into a premium reimbursement account which may be used by the retiree in paying medical and prescription drug benefit premiums. The postretirement medical benefits shown in the tables on pages 83 through 85 are those which are payable from the Company under each of the triggering events. Assumptions used to determine the values are the same as those disclosed on the Company’s financial statements. In addition, the Company assumes immediate termination, retirement, death or disability have occurred at December 31, 2024 for purposes of the table on page 80. Participants not eligible to receive benefits if leaving under a triggering event as of December 31, 2024 are shown with zero value in the tables. Upon termination for any reason, the named executive officer in our Executive Deferral Plan, would be entitled to a distribution of their account balances as shown in the Non-qualified Deferred Compensation table on page 80, subject to the restrictions under the Executive Deferral Plan described on page 80. The values of these account balances are not included in the tables on pages 83 through 85. The named executive officers are also eligible for the same death and disability benefits of other eligible salaried employees. These common benefits are not included in the tables on pages 83 through 85. Under the terms of the Amended and Restated Omnibus Equity Compensation Plan (the Plan):

  191. Double-Trigger Change-In-Control

    | • | if the employment of the named executive officer terminates, then any vested Options will remain exercisable for 90 days following the date of termination, or if shorter, the remaining term of the stock option; |

  192. Double-Trigger Change-In-Control

    | • | if the named executive officer retires, other than in a change-in-control context, then a prorated portion of the unvested Options will vest if the applicable performance goal is met for the year in which retirement occurs, and the vested Options will remain exercisable for the full term of the Options; |

  193. Double-Trigger Change-In-Control

    | • | if the named executive officer dies or becomes disabled, then any unvested portion of any outstanding Options will become immediately vested, and will remain exercisable for one year following the termination date; and, |

  194. Double-Trigger Change-In-Control

    | • | if, in connection with a change-in-control, the named executive officer’s employment is terminated by retirement, termination without cause or disability or death, then all unvested stock options will accelerate and vest on the termination date. The vested Options shall be exercisable for the applicable period. |

  195. Double-Trigger Change-In-Control

    Under the terms of the RSUs granted under the Plan, grantees of RSUs will (i) vest in a pro-rata portion of unvested grants upon the grantee’s termination of employment as a result of retirement, or (ii) vest immediately in unvested grants following the grantee’s termination of employment as a result of death or disability. Shares of Company stock equal to the applicable portion of the restricted stock units shall be issued to the grantee within 60 days following the grantee’s retirement, death or disability, subject to applicable tax withholding and the values of these restricted stock units as of December 31, 2024 are included in the tables on pages 83 through 85. Under the terms of the performance share unit grants under the Plan, grantees of performance share units will (i) earn a pro-rata portion of unvested grants upon the grantee’s termination of employment as a result of retirement or (ii) earn immediately any unvested grants following the grantee’s termination of employment as a result of death or disability. Shares of Company stock equal to the applicable portion of the performance share units shall be issued to the grantee on the vesting date for such performance share units and the estimated values of these performance share units based on interim performance through December 31, 2024 are included in the tables on pages 83 through 85. For purposes of the performance share units tied to the performance goal of cumulative earnings before taxes, the Company’s actual performance is measured against a pro-rata portion of the performance goal as of year-end. Actual performance results for the full performance period may be substantially different from the amounts presented in the tables on pages 83 through 85. Termination For a termination event other than in connection with a change-in-control, the severance plan applicable to the named executive officers other than Mr. Franklin, and Mr. Franklin’s Employment Agreement as described on page 61, provides the named executive officers with a severance benefit of one full year salary and one full year projected bonus and up to six months of continued medical benefits if the named executive officer is terminated for any reason other than for cause. In addition, once vested, participants are eligible to receive qualified benefits under the Retirement Plan and nonqualified benefits from the Non-Qualified Pension Benefit Plan. Benefits vest upon attaining five years of service. Pension benefits for Messrs. Franklin and Luning are vested and payable from the Retirement Plan as well as the Non-Qualified Pension Benefit Plan. The full value of the benefits payable due to termination is determined based on the assumed timing and form of the benefits payable as follows: the benefits for Messrs. Franklin and Luning are payable as an immediate lump sum payment or life annuity from the Retirement Plan and an immediate lump sum payment at age 55 from the non-qualified plans. Benefits have been reduced for early commencement by 3% per year of commencement prior to age 65. Retirement In the case of retirement, the present value of benefits is determined in the same manner as termination. Messrs. Schuller, Luning and Huwar and Ms. Arnold are not currently eligible for retirement benefits. Mr. Franklin is eligible for retirement. Death Vested benefits under the Retirement Plan are payable to the participant’s surviving spouse as a single life annuity upon the death of the participant. The benefit will be paid to the spouse as early as the deceased participant’s earliest retirement age (age 55 with ten years of service or age 65). The benefit will be equal to 75% of the benefit calculated as if the participant had separated from service on the date of death (assumed to be December 31, 2024 in the tables on pages 77 through 79), survived to the earliest retirement age and retired with a qualified contingent annuity. Vested benefits under the Non-Qualified Pension Benefit Plan are payable to the participant’s surviving spouse as a lump sum (or in certain cases transferred to the Company’s Executive Deferral Plan) upon the death of the participant. The benefit will be equal to 75% of the benefit calculated as if the participant had separated from service on the date of death (assumed to be December 31, 2024 in the tables on pages 77 through 79), survived to the earliest retirement age and retired with a qualified contingent annuity. For each of the participants, the total present value of pension benefits payable upon death is less than the amount shown in the Pension Benefits Table. For purposes of the benefit calculations shown, spouses are assumed to be three years younger than the participant. Disability If an individual is terminated as a result of a disability with less than ten years of service, the benefits are payable in the same amount and form as an individual who is terminated. Individuals who terminate employment as a result of a disability with at least ten years of service are entitled to future accruals until age 65 (or earlier date if elected by the participant) assuming level future earnings and continued service. The benefits are not payable until age 65, unless elected by the participant for an earlier age. Upon the attainment of age 65, the individual would be entitled to the same options as an individual who retired from the Retirement Plan. Messrs. Franklin and Luning have each completed ten years of service. Therefore, for purposes of this present value calculation, these participants are assumed to accrue additional service and earnings until age 65, at which time pension payments are assumed to commence. Ms. Arnold, Mr. Schuller, and Mr. Huwar have not completed ten years of service. Termination Events Compensation The total estimated value of the payments that would be triggered by a termination following a change-in-control, a termination other than for cause without a change-in-control, retirement, death or disability for the named executive officers calculated assuming that the triggering event for the payments occurred on December 31, 2024 and assuming a value for our Common Stock as of December 31, 2024 for purposes of valuing the vesting of the equity incentives are shown on the following page: