OPENPUBLICA · PUBLIC MEETING RECORD
Record of Proceedings

Joint Board of Directors Meeting - Citizens Energy Group & CWA - Dec 10, 2025

Other Meetings (A-H)Wednesday, December 10, 2025
BodyIndianapolis, Indiana
SessionOther Meetings (A-H)
DateWednesday, December 10, 2025
StatusFILED
Video Record

STREAMING COPY IN PREPARATION — RECORDING AVAILABLE FROM THE ORIGINAL SOURCE

Transcript — Verbatim
0:02

Good morning, everyone.

0:05

Call to order the joint meeting of the board of directors for citizens energy group and CWA Authority.

0:13

I'd like to remind everyone since we have some folks that will be participating electronically about our electronic attendance policy and participation.

0:23

So if you are attending electronically, the board member cannot participate in a vote to either adopt the budget, enact or increase a fee or penalty, enact a reduction in personnel, exercise eminent domain or raise a tax and a board initiate a referendum.

0:44

So what I will do throughout the meeting is I will call your question here in the room first, and then I'll vote virtually to get your uh your votes when appropriate.

0:59

So the next item on the agenda is to request for board members to recuse themselves from any action items uh if they have a conflict of interest.

1:12

Hearing none, we'll move to the approval of minutes of the joint meeting of the board of directors, citizens energy group and CWA authority, which was held on August the 20th, 2025.

1:24

Can I have a motion to approve?

1:27

Second, second.

1:29

All those well, before I go there, are the uh virtually Nicole approved and JA.

1:42

All those in favor signify by saying aye.

1:47

Aye.

1:47

Thank you.

1:49

I'll get this right.

1:51

Let's see here.

1:52

Next item on the agenda is certification of topics that were discussed at the executive session and the board of directors of citizens energy group and CWA Authority, which was held on August the 20th of 2025.

2:09

For the purpose of the minutes, I will certify that the subject discussed during the executive session of the board of directors of Citizens Energy Group and CWA Authority Inc.

2:19

held on August 20th, 2025 was limited solely to the item specified in the public notice of that session, and the notice will be included within the minutes of this meeting.

2:32

Next item on the agenda is approval of appointment of Maria Contan's proxy to both the stock of citizens byproducts and coal company doing business as citizens resources at the January 12th 2026 annual meeting of the sole cycle for citizens resources.

2:54

The proxy memo can be found on page 38 of the board board.

3:02

So second.

3:04

Okay.

3:04

All those in well, go back virtually, Nicole.

3:10

Agreed.

3:11

JA?

3:13

All those in favor in the room signify by saying aye.

3:16

Aye.

3:17

Same sign.

3:18

Thank you very much.

3:21

The next item on the agenda, we've got a series of votes here.

3:28

It is the uh approval of the fuel cost adjustment 79.

3:33

The resolution describing this adjustment can be found on page 39 of the board portal.

3:38

Do I have a motion to approve?

3:42

So moved.

3:43

Second.

3:44

Second.

3:45

Virtually, Nicole, are you in favor?

3:52

Yes.

3:53

Is this the meeting that I this is exactly right?

3:56

You cannot vote on this.

3:58

So I said I'm gonna figure this out.

4:00

So in the room, all those in favor signify by saying aye.

4:04

Aye.

4:05

Opposed, things on.

4:07

Thank you.

4:10

Okay, so the next item on the agenda is approval of the gas cost adjustment.

4:14

168 resolution describing the test cost adjustment can be found on page 40 of the board oral.

4:20

Do I have a motion to approve?

4:22

So move.

4:23

Second.

4:24

Second.

4:24

All those in favor signify by saying aye.

4:28

Opposed and sign.

4:30

Thank you.

4:31

Next is the approval of the fuel cost adjustment 80.

4:35

The resolution describing that adjustment can be found on page 41 of the board.

4:40

Do I have a motion to approve?

4:42

So moved.

4:43

Second.

4:44

Second.

4:45

All those in favor signify by saying aye.

4:48

Aye.

4:50

Thank you very much.

4:51

And then the next item is the approval of writer F.

4:56

This is the universal service fund writer.

5:00

And that resolution describing the writer is found on page 42 of the board.

5:06

And can I have a motion to approve?

5:11

A second.

5:12

Okay.

5:12

So all those in favor in the room signify by saying aye.

5:17

Aye.

5:17

And then I can't get vote virtually on this from Nicole.

5:24

And then JA.

5:27

Thank you very much.

5:28

So we will now move to the report of the audit and risk committee generate.

5:38

Yes, you may.

5:44

Thank you, Madam Chair.

5:47

Meeting of the audit risk committee of the board of directors for citizens energy group was held earlier this morning, December 10th.

5:54

Sabina Carter, our vice president and controller, presented the company's financial statements for the fiscal year, and then September 30th, 2025.

6:05

Those financials are included in board materials that we'll be starting off page 43.

6:10

Our overall finite income for the year was just right around 258 million, which was approximately 4 million lower than the prior fiscal year.

6:24

Our total operating revenues were three million higher year over year, with the largest increases coming from gas and water, but there were also increases in cost of goods sold and other operating that resulted in fairly comparable year over year hours margins.

6:43

In terms of bottom line, water was up about 7 million over last year, and wastewater down about 12 million and other segments were somewhat complicable to the prior year.

6:57

Notable disclosures in the financial statements are summarized on pages 44 to 48 with the board materials and include updates on debt financing, uh regulatory and other matters.

7:11

I would also note that the footnotes contain a brief description of the company's execution of the agreement to purchase the assets and service territory, rights of Wise Town Water Utility.

7:21

And in terms of liquidity, the company's cash and overall liquidity is good, and we're continuing to use our positive earnings to keep current debt obligations as well as to help block ongoing capital fees.

7:36

We then heard a report from our independent auditors, Lloyd Touche.

7:40

They have completed their audit of the fiscal 2025 financial statements and expect to issue a clean opinion on those financial statements.

7:49

The auditors reported there were no difficulties or disagreements with management during the course of their audit.

7:56

It was determined during the fourth quarter that net income for the third quarter was overstated by about 3.6 million, and that year was subsequently corrected in the fourth quarter.

8:12

That statement had to do with depreciation for capital project that had been placed in service, and uh auditors did not need that statement to be material enough to be considered any kind of a portable control request or anything like that.

8:29

Umagement discovered that item and correct the sound I got an opportunity to review the draft financial statements and hearing the report from our external auditors.

8:46

Uh the committee took action to recommend approval by the board of directors of the fiscal 2025 financial statements for systems energy groups and CWA board.

8:56

Uh we also heard a brief presentation from DeLoyd on governance and oversight of uh artificial intelligence, uh including uh suggestions on uh general responsibilities of the board and audit risk committee.

9:13

Uh we know AI has been a uh topic of discussion for this board and should continue to be top of mind as it relates to the company's overall strategies and uh uh business model.

9:26

I was suggested that in addition to the board's ongoing involvement oversight of uh certain specific AI applications, as they evolve and might be assigned to uh those board committees responsible for those areas.

9:42

Um so I know from the audit risk committee's perspective we'll we'll uh continue to make sure that we understand the implications of AI applications on financial reporting of internal controls uh as well as risk management at citizens.

10:00

Finally, the committee was presented with the Lloyd's fiscal year 2026 audit engagement letter, including proposed fees.

10:10

That engagement letter is included in your board material at the beginning on page 97.

10:15

The engagement letter is a standard format agreement and the proposed fees represent a 2.9% increase over the prior year, which is a result of adjustments to rates as opposed to hours, estimated hours.

10:42

From our director of internal audit Scott Levitt, Scott Reported results from the remaining project in fiscal 2025 audit plan, which was an assurance type review of chemicals first to the pay process.

10:56

There were a few recommendations for approvement, and those are being implemented.

11:00

Scholars reported on additional advisory type review of the gas division's TSA Cybersecurity Self-Assessment, which was project that was added to the list late in the year.

11:12

And again, there were a few recommendations that came out of that that are being addressed as far as the fiscal 2026 audit plan.

11:21

There are two projects currently in process and things are on track.

11:38

Finally, we heard a report from Joe Perkins, our general counsel on behalf of the company's ethics committee.

11:54

And the auditors committee typically receives an annual briefing.

12:18

Summary, the company uses software to survey 637 employees who potential reportable violations of the ethics policy.

12:29

Please report that's 100% participation for those who were required to report, which I think is a strong statement here.

12:39

And through this process, there was one code of ethic code of conduct matter that was reported that was in fact firmly resulted in termination of employment.

12:50

The rest there were other matters reported that were deemed to be either non-riolations or were advised the employee not to take certain action, so no other issues really came out of that.

13:06

And the company is I would note is in the process of refreshing its code of conduct and that process is ongoing.

13:15

So obviously, really important function with the company and uh I think it says uh part of the culture uh here's uh great.

13:30

That's my report.

13:32

Thank you very much.

13:33

Are there any questions?

13:41

Hearing none, we have um for approval.

13:46

I need a motion to approve the fiscal year 2025 year in financial statements for citizens energy group and CWA authority.

13:55

Have a motion to approve.

13:56

So moved.

13:58

Second, second.

14:01

All those in favor in the room signify by saying aye.

14:05

Virtually, Nicole.

14:08

Aye.

14:08

JA.

14:11

Thank you very much.

14:12

Motion Carey's next item on the agenda is approval of the Deloitte's fiscal year 2026 audit engagement letter for citizens energy group and CWA authority.

14:24

And motion to approve.

14:26

So second.

14:28

Second.

14:28

All those in favor in the room signify by saying aye.

14:32

Aye.

14:32

Virtually, Nicole.

14:35

Aye.

14:36

JA.

14:38

Aye.

14:38

Thank you very much.

14:40

Well now move on to a report of the compensation and finance committee from Christian Hitts.

14:48

Thank you, Madam Chair.

14:50

The compensation I committee macro for today.

15:05

But we need was asked to approve both and recommend approval to the full board.

15:10

First with our short-term recentive plan payments for fiscal year 2025.

15:15

The plan includes performance measures in the key areas of customer satisfaction, employee engagement, financial integrity, and performance excellence.

15:26

All employees are focused throughout the year on these measures and feet and average payout for SIP is 121% with safety by vision being the difference here.

15:39

Secondly, with the restoration policy payments above the 401k and 470 limits, restoration policies provide benefits to employees that exceed the IRS compensation limits.

15:52

We have four officers that we available requirement the cash payout.

15:57

The committee recommends to the full board approval to short-term set plan pay for the year 2025 and restoration policy payments above the 401 K and 457D limits.

16:10

Next we have wonderful presentation from Jennifer Bailey to provide an overview of the credit ratings, including explaining the benefits of credit ratings for the company and for lenders and investors.

16:24

We will give the citizens' current credit ratings for SP leads and pitch, which are which are investment grade.

16:32

SP rates all citizens in the SOPs at double A, except thermal, which is at eight plus.

16:39

The output is stable for each of the credit rate.

16:43

Described, she described the climate statement and quality components of the credit ratings, which I thought was very interesting that they were so much very goodly between each of the credit companies.

16:56

Provided a rating example for citizens' flower based on SP framing methodology, explain the differences between surveillance and bond issuance, credit ratings, and overall outgrival reasons for credit rating changes.

17:11

That included Jennifer's presentation.

17:16

A presentation and we discussed our overall engagement with Willis Howard's Watson, our external compensation result.

17:26

We had a pretty robust discussion about relationship and the credibility and long scale support that we receive from Willis College Watson.

17:36

And so with our external consulting for executive comp the Willows Watson, we feel like it would be beneficial for us to extend that contract for a hundred year.

17:48

And with that, we said we're overall very satisfied with the service, the relationship, and just look forward to working with them in the future.

17:56

That includes my report.

18:01

Thank you very much.

18:03

Any questions for our committee chair?

18:06

Hearing none, we will move to the resolution authorizing the 2025 incentive and deferred compensation distributions for executive officers of citizens energy group approval.

18:21

Thank you.

18:22

Can I have a second?

18:23

Second.

18:23

All those in favor of the room signify by saying aye.

18:27

Aye.

18:27

And then uh virtually Nicole.

18:31

Aye.

18:32

JA.

18:34

Aye.

18:34

Thank you very much.

18:35

Uh the next item is the retention of the external consultant for executive compensation for 2026.

18:42

Member motion to approve.

18:43

So moved.

18:44

Second.

18:45

Second.

18:46

All those in favor of the room signify by saying aye.

18:49

Aye.

18:50

Nicole.

18:52

Aye.

18:53

And JA.

18:55

Aye.

18:56

Thank you.

18:57

Next item on the agenda is the report of the Wastewater Resources Executive Committee.

19:01

Orston.

19:03

Thank you, Madame Chair.

19:06

First, we received the financial highlights from Kamala Johnson, including the net earnings were lower than expected, largely due to decreased operating revenues.

19:18

Even that was not sufficient to cover capital needs are nearly due to spending for the consent decree.

19:25

And third, the total debt outstanding is 1.9 billion, a ratio of 75%.

19:31

However, citizens continues to drive to a 40% debt ratio and is making progress every year.

19:40

Secondly, we reviewed amendments to resolution to number resolution CWA 2-211 and McGuire presentation.

19:50

The resolution, the original resolution in 2011, was adopted as part of the wastewater system acquisition.

20:00

It is an enforceable ordinance that gives CWA authority and the ability to implement the EPA mandated industrial retreatment program.

20:09

Staff working on behalf of CWA authority issues permits with enforceable requirements that include limits of wastewater discharges, monitoring, record keeping, and reporting obligations and obligations related to prevention of prevention of damages to the sewer system and treatment plan.

20:31

The last amendment was in 2017, and the amendment today has two major goals.

20:37

The first is to reorganize the resolution to make the obligations that apply to all dischargers to the CWA sewer system clearer and easier to locate.

20:49

Secondly, the amendments to their proposed amendments and these modifications to the fees that apply for certain for certain applications and approvals, adjusting the fee from 157, which has been in place since the mid-1980s, from 150 to a slide and scale based on the type of approval saw.

21:11

A new chapter, chapter 5, was added that frames a special discharge agreement program, a program that approves activities like construction dewatering or groundwater remediation system discharges directly to the sewer.

21:31

Language in the resolution was clarified to use consistent terms throughout when referring to the sewer system.

21:38

Wastewater dischargers and industrial users required to hold an industrial discharge permit issued by CWA Authority.

21:48

The committee subsequently made a recommendation for approval to the board of directors or CWA Authority for the proposed amendments.

21:57

Additionally, we had a report from Sarah Bruce of Morris regarding the wastewater capital.

22:04

A review of the historic and projected capital budget highlights the large decrease in wastewater capital for years 2026 through 2030 is due to the completion of the big Indy project.

22:19

There will be approximately 40 million in fiscal year 2026 and 6 million fiscal year 2027 to 2031 for the post-consent free requirements of monitoring, reporting, and updates to the use ability analysis and capacity management operations and maintenance program.

22:42

That's just sounds at all.

22:45

The Dig Indie project is substantially complete.

22:48

The entire tunnel is now able to capture overflows.

22:52

All 84 CSOs, the mine sewer overclosed to be mitigated by the tunnel are opened.

23:00

Additionally, CWA did a major milestone in October with over 7.5 billion gallons of CSO reduction.

23:10

One of the interesting projects outside the big the dig Indy for wastewater is the Harding Street Large Diameter Sewer Rehabilitation Project.

23:21

This $15 million project included bypassing a 3300-foot section of 76 by 78 arch shaped sewer and spray lining material to restore its integrity.

23:36

This is one of the largest sewer rehabilitation projects the citizens has done in terms of costs and pipe size.

24:02

During normal storm events, the deep rock tunnel system will typically be filled and emptied within two to three days.

24:10

During an extreme storm, which we had in April of 2025, the system reached full capacity and was dewatered over a 10-day period.

24:20

It is a remarkable tune.

24:22

It's just remarkable for the entire company and the community.

24:26

Operating procedures to the Deep Rock station pump system continue to be reviewed and updated to reduce pump vibration and shred shaft stress during startup and shutdown.

24:42

Further evaluation will be conducted to optimize pump reliability and performance.

24:53

Thank you.

25:00

So as you've just heard the wastewater resources executive committee recommends approval of adoption of the amendments to CWA2 2011 pertaining to the industrial pretreatment ordinance.

25:08

So at this time I would ask do any members of the board have any additional questions of the committee chair regarding her presentation?

25:25

Alright, so we will now move into the public hearing.

25:30

So I will call to order the public hearing regarding the proposed amendments to CWA to 2011 pertaining to the industrial pre-treatment ordinance.

25:40

Notice of the public hearing was published according to state law requirements, and a copy of the notice will be part of the meeting limits.

25:58

Okay, thank you very much.

26:03

And so now this is an opportunity for us to provide uh members of the public a chance to make comments to the board on the proposed amendments.

26:13

Are there any members of the public in the room that would like to come forward and speak to the specific resolution that we are uh voting on today?

26:39

Okay, there has been a call for comments from the public regarding the proposed amendments to CWA2 2011 pertaining to the industrial pre-treatment ordinance.

26:49

No members of the public have come forward.

26:53

So our next word of business is the approval of the resolution concerning adoption of revisions to the industrial pre-shipment ordinance.

27:01

This resolution can be found on page 121 of the board reportal.

27:06

Do I have a motion to approve?

27:09

So moved.

27:10

Do I have a second?

27:11

Second.

27:12

All those in favor signify by saying aye.

27:16

Aye.

27:16

And for clarification, no one on the phone are virtually can't vote on this.

27:21

That is correct.

27:23

Thank you.

27:25

Madam Chair, just for the sake of uh the minutes, I would also just recommend that you close the public hearing.

27:32

Okay, thank you very much.

27:34

So uh before I close the public uh hearing, I do want to um thank the staff for all the work that they uh put into this effort.

27:44

I know the board really appreciated the presentations that we had.

27:49

Uh not only the root presentation, the PowerPoint presentation, and then the having the opportunity to review the red line document was extremely helpful.

27:57

So again, thank you all very much.

28:00

So I do want to conclude the public hearing at this time, and then uh we've already taken the vote.

28:11

So we're in good shape there.

28:13

Yes.

28:14

All right.

28:15

So next item on my agenda is the uh report from the resources committee, and that would be myself.

28:28

So uh we had our resources uh committee meeting this morning, and uh Phil Sabonowitz gave us an update on our financials.

28:37

Um as it relates to gas, our net earnings are better than expected, primarily due to stronger sales which carried through to our birth margin.

28:47

EBITDA continues to be sufficient to cover our capital needs, and our long-term debt outstanding is at 81 million, which is a ratio of 14% debt compared to a target ratio of 10%.

29:01

Steam uh operating results show the net earnings uh are better than expected, and they're primarily driven by additional margin that's due to two higher sales volume, and we have some very um substantially long-term investments in the near future with steam, and EVADOT is currently not sufficient to cover CEM's capital needs.

29:25

Long-term debt outstanding is at 85 million, which is a ratio of 59% debt in the capital structure compared with a target ratio of 30% debt.

29:36

In our chilled water business, net earnings are better than expected, resulting from increased margin and other income, partially offset by increased operating expenses, and it is sufficient to cover our capital needs in 2025.

29:52

Our long-term debt of standing is at $7 million, which is a ratio of 5% uh debt compared to the target of 10% debt.

30:01

We then had a presentation from our energy operations.

30:18

Also natural gas food pay transaction and a renewed franchise agreement for Childe Water.

30:24

Mike noted the average residential customer at Citizens Gas will pay approximately 452 dollars to heat their home this winter, which is only $10 higher than the previous year.

30:38

This cost has been stable over the past 10 years, which is phenomenal.

30:45

This typical heating bill for citizens gas is also about 108 dollars than 7.

30:53

It serves Hamilton County.

30:55

Mike also provided an update on the recent prepaid gas transactions.

30:59

Starting in 2026, Citizens Gas is locked in approximately 21 million dollars value spread over seven and a half years.

31:08

18 million will be returning customers' year lower gas costs, and 3 million will offset labor ONM.

31:16

So based on the success of recent transactions, Citizens Gas is seeking board approval to execute another prepaid gas transaction in 2026 and 27, pending capable market conditions.

31:30

Next, uh we discussed thermal, and Todd provided an update on Chilled Water's franchise agreement with the city of Indianapolis.

31:38

The group was successful in renewing the expiring franchise agreement for a term of 10 years.

31:44

The franchise fees remain at 5% of revenue with a maximum annual payment of $2 million.

31:50

And the $2 million limit is new and is projected to save approximately a half million dollars per year over the term of the agreement.

32:00

And as it said in the earlier meeting, happy holidays to all on that.

32:07

Are there any questions regarding my report from the board?

32:17

Hearing then, the next item on the agenda is approval of the resolution to approve a prepaid gas transaction.

32:25

This resolution can be found on page 172 of the board board.

32:30

Do I have a motion to approve?

32:32

So we'll second.

32:34

Second.

32:35

All those in favor in the room signify by saying aye.

32:39

Aye.

32:40

Any opposed?

32:41

And then I'm going virtually to Nicole.

32:46

Aye.

32:47

And JK.

32:49

Aye.

32:50

Thank you very much.

32:52

We will now move to a report regarding board education program listed by the American Gas Association that was attended by a couple of our board members, and Jeff Goody's going to talk to us about that presentation today.

33:07

Thank you, Madam Chair.

33:09

So the conference was called beyond the boardroom, which has been a long time.

33:24

Eric Scryans and me both attended.

33:33

And other attendees include board members with various utilities from across the country, both electric and gas.

33:42

I would say a majority, but not all were from investrial utilities.

33:47

And I would also note that citizens, as you would expect, was a bit unique in terms of both of its operation of water and wastewater assets, which the other participants really don't deal with, as well as our structure as a public trust, which is unique, and I love talking about that with others who are doing.

35:02

Having a you know, I would say electric has been more in the news, but it's all also affecting gas and water for that matter.

35:10

And noting that really advanced planning is imperative to the interest demand growth.

35:17

Customer affordability is definitely top of mind and at the heart of industry advocacy policies.

35:25

Another topic that was touched on a few times is workforce development within the energy sector.

35:33

It's estimated because of the growth, that there is a need for 30 million employees to meet that future growth demands in the energy sector.

35:45

And so programs that are starting to be evolving around that, including even going to the high school level, developing apprenticeship programs and educating folks about what those opportunities in the energy industry are, which I think is really interesting and a great opportunity, but also a little bit scary in terms of demand.

36:21

For natural gas in particular, gas is growing at the fastest pace ever.

36:33

Industrial and power sectors have experienced the largest growth.

36:38

US LNG exports are set to more than double by 2028.

36:43

And there's an expectation that gas production will meet that growing demand.

36:49

Natural gas has also increased significantly as a component of the overall energy mix.

36:55

So between gas and electric support 27% to 40% and new infrastructure is needed to meet those energy needs.

37:27

A few of those included damage prevention and safety, as you would expect.

38:47

Others are thinking about the same thing.

40:01

Um so yeah, overall I think I uh I think we both thought it was a worthwhile program.

40:08

I'd encourage any other board members who are interested in attending to consider doing so at least periodically as we put on annual weight.

40:15

So uh yeah, and I know some of us that kind of passed as well.

40:21

So that's our report.

40:25

Any questions for Jen?

40:29

Again, that just wanted to thank you, Jeff, and uh fellow board member Eric Strong for attending because you do have to do some travel, it takes some time out of your busy schedules, and I know everybody's busy, and I know all the work that we would love to attend these on a regular basis.

40:44

That it's it's hit or miss depending on schedules, but um, I do want to thank you for providing such a broadest report as well to the board.

40:53

I'm your effort.

40:54

Thank you.

40:56

So the next item on the agenda, and it says my session is about to expire, so let me stay connected here real quick.

41:05

There we go.

41:06

Is a report of the senior vice president and chief financial officer, Frank Jackson.

41:12

Thank you, Madam Chair.

41:13

Can everyone do okay?

41:15

Great.

41:16

So I'm gonna cover three items this morning.

41:19

One is just a brief update on our financial projections for 2026.

41:24

Second is the an update on our pension plan.

41:27

And then lastly, just a few updates on supply chain working and mortgage.

41:32

So, first I can have you turn to a 175 in your materials.

41:38

You'll see that we have one really material update to the financial projection.

41:44

Uh it's on line one is for citizens' water and citizens' water's projected revenue.

41:50

And just for some context, at the time that we had put the budget together, we were still evaluating the projects that were going to be included in the TC tracker pipeline.

42:02

Uh, since that time when the budget was put together and approved, we had made some updates to that, and ultimately what was filed and subsequently approved was less than what we had in the budget.

42:14

So you can see that variance largely carries all the way down to the EPADOT and so we're projecting right now to be about $5 million below budget for both of those measures.

42:27

On page 176, my painful turn.

42:34

There we go.

42:36

Just from a debt compliance perspective, um, overall our debt service coverages are in negotiated.

42:42

I do want to, I'm sorry, it's not page 177.

42:46

Um, you want to highlight two of the business units.

42:50

Uh the first would be thermal.

42:52

You can see on page 177 that thermal's debt service coverage is looking to make a sizable improvement from 2025 to 2026.

43:01

And that is largely from debt that is rolling off in 2026, so we're seeing the significant increase in that coverage ratio.

43:11

On page 178 for water, this is the wrap in the upper left corner.

43:17

We have a reduction in coverage from 2.5 times down 2.14 times.

43:23

And that is because of the as the DC revenue recovery changes from year to year, our coverage ratio is going to flex with that piece of change.

43:34

Uh the good news is if you look historically, from the time that we started recovering ESI, our coverage has consistently been over two times, which is really good for the water utility.

43:46

Um I'll pause later for any questions on the financial update requiring the line of the pension.

43:53

All right, in terms of the pension, and I don't have any slides on this.

43:56

Um, you probably saw in the annual report, our pension is in really good position, a solid footing.

44:04

From a cash perspective, we are overfunded at a ratio of about 130% from a cash perspective.

44:13

The accounting side is actually a little bit a little bit higher than that.

44:17

We have cash surplus of over 131 dollars.

44:21

The benefits can be we do take a long-term view.

44:24

But one of the goals that we've really pushed ourselves on is how do we preserve as much of that overfunded status as possible.

44:32

Uh there's really two benefits from it.

44:34

One, insurance, the money's going to be there for retirees long term, and then two, as long as we can maintain that over abundance status, we are not having to contribute cash to it year to year, so we're able to deploy that cash for other things like capital expenditures.

44:51

The challenge that we face, however, is that it is an open plan.

44:55

So every year, as new employees are added to the pension, it increases the liability.

45:01

So if we look at different strategies to preserve some funded status, we can't do exact matches for passing and liabilities.

45:11

That being said, we continue to work with our investment advisor.

45:14

There are some things we think we're going to be able to do.

45:17

I would expect sometime the first half of Towns year 2026 that we will take some steps to the ultra preserves and that fund status.

45:25

But overall, a really good position to be in at this point in time.

45:30

Any questions on the pension before I move on to supply chain here?

45:36

All right, hearing none.

45:38

Supply chains will be seems like the ever moving target.

45:42

In November, I think you all are probably aware.

45:45

The US Supreme Court heard oral arguments regarding the legality of the president to impose reciprocal tariffs under the Act of Nature Briefers, right?

45:57

We did a National Emergency Economic Powers Act.

46:00

There is an education that a ruling is going to come out sometime here in December, but it could take as long as at the end of the court session, which is I think in June next year.

46:11

Depending on how that ruling goes, there's discussion through grief funds that we applied.

46:18

We think it's very unlikely for citizens to be able to get any remote through this process.

46:24

But as we look back on 25 and the impact on the tariffs, we've seen increases on the goods that have been impacted.

46:32

I think we're in 10 to 30 percent.

46:35

In terms of dollars, that's been about three to four million dollars would be estimated.

46:40

We built that into our budget for 2026, but anticipate that number could be five to seven million dollars in 2026 if the tariffs do impact and maybe in waste.

46:53

We continue to look at different mitigation efforts.

47:02

And we have some instances where we have done that.

47:05

I can use alternative products.

47:08

Um instances there, but yeah, it is a challenge, right?

47:13

Unfortunately, it seems to be a moving part of the heard yesterday.

47:17

Uh, that the president was talking about increasing some tariffs on Mexico, right?

47:22

That I guess created a little bit of havoc within the steel industry.

47:26

So it's something we're continuing to monitor uh for the end, it seems to be a pretty fast moving target worse, unfortunately.

47:35

So with that, as my report, but again, happy to answer any questions.

47:40

Craig, as it relates to the tariffs, are we able to leverage our peer group in those conversations to figure out kind of best practices and how others are responding?

47:51

We have had some discussions with other utilities to see how others are largely doing what we are doing.

47:59

Are there opportunities to buy in bigger ball and maybe get some discount by doing that?

48:05

But they're basically the same challenges that everywhere.

48:11

Any other questions of our CFO?

48:15

Hearing none, the next item on the uh agenda is a report of our president and CEO.

48:22

Well, thank you, Madam Chair, good morning, everyone.

48:25

Um, my presentation starts on page 179 of the board portal.

48:30

Um, and I'll I'll start with just a little refresher on how this uh this report came about.

48:35

Um, our former chair of the Board of Trustees uh requested uh this report to really help the trustees understand how the promise of the trust is being met and supported by the organization.

48:49

Um, as a result of that request, uh this report has been shared each year at this time of the year, the end of the year.

48:56

Um, and provides again uh just some elements that I'll cover here uh in just a few moments to help everyone understand again how we may be promised to the trust.

49:05

Um, before I get started, there are a number of people in the room uh that contributed to this this uh report, number of the leadership team, and so want to thank each of them to this report and then also uh thank the board uh for their review and input uh as well.

49:19

Um, one of the things that that uh we're looking at doing is tracking as Craig just mentioned uh a number of things uh at the federal level and state level.

49:28

Um, starting at the federal level, we're looking looking at federal funding uh for low-income customers.

49:34

Uh it's currently unclear where the fiscal year 2026 federal appropriations will land.

49:40

Um, but Congress has proposed an amount of a little over four billion dollars for low-income public energy assistance program again for fiscal year 26.

49:51

We'll continue to track that.

49:54

Um, at the state level, our tracking involves some executive orders that were issued by uh the governor, Governor Bruin.

50:02

There are a series of them that focus on state energy strategy to meet on demand and support reliability and affordability in the state of India.

50:14

There's also an executive order that looks at uh coal life extensions for the electric utilities and looking at assessing uh natural gas supplies for the natural gas utilities.

50:26

And then a statewide uh water inventory and management uh plans also being looked at uh by the government.

50:35

We're involved in each one of those and we'll continue to track those uh any fiscal year uh 2026 and provide the board with appropriate appropriate updates.

50:45

Um a number of projects and transactions are taking place as well as you've seen the report, uh including the White Style Water Utility, which has been mentioned a number of times today, the La Bell Natural Gas Utility, Hamilton Southeastern uh utilities, and um, and then a project designed to take water to uh leaven utility.

51:04

The major themes from these transactions are designed to support uh economic development here in central Indiana to lower customer rates and to improve safety and reliability of our customers and of our of our systems.

51:22

Um you've heard a lot, we've talked a lot about artificial intelligence and primarily uh data centers.

51:28

Um we share that our philosophy is to protect our customers and really look uh for the developer to pay 100% of the incremental costs to serve those those types of projects.

51:40

And so we'll continue with that that I think as we as we move forward in time around those those large mega projects.

51:48

Um we also cover projections for uh natur or natural gas bills that are projected again November through March, and at this time um we're looking and reported that uh those for those bills be fairly stable when compared to last year and prior years.

52:03

Uh for that time period, we're looking at uh total cost of $452 for residential customers, which again represents a very stable uh bill for our customers.

52:14

Um this contributes to citizens being ranked uh as really the lowest uh cost provider among regulated utilities by the Indiana Utility Rematory Commission.

52:25

Um we're proud uh to be in that position and continue to work to stay to stay high in that in that regard.

52:33

Um on October 9th, uh we celebrated the completion of our dig Indie project, uh long-standing project over a number of years.

52:41

Uh you'll recall again uh we're 250 feet beneath the surface and have tunneled uh 20 more than 28 miles of tunnel.

52:48

You've heard uh 7.5 billion gallons of wastewater from intervention streams.

52:54

And while that uh project is essentially complete, we'll now transfer over into uh post-construction monitoring phase and continue to make sure that project stays on track.

53:06

Um also community resource day, uh we have over 730 guests here at uh at Meridian Street uh where are a number of things that took place, uh favorites were uh food and food trucks, uh there were uh vaccinations that took place as well, a number of giveaways and interactions with a number of of our partners here in the community.

53:30

Uh we also highlight our customer led service line replacement program, where this is a program where customers actually own the lead service lines, but citizens replacing uh those lines for for our customers.

53:42

And then I'll I'll uh close with uh our May 1st uh May 1st citizen sponsor the 34th annual Rose Awards, which is the recognition of service excellence uh awards, uh help for individuals and highlights individuals who exceed job expectations and create lasting impressions on individuals and visitors here to our city.

54:04

Um citizens nominated two employees who attended the awards, uh Tommy Reese, who is a customer uh customer contact center supervisor and Wilman Alby, who is a wastewater uh warehouse technician.

54:17

Uh very proud to provide them and support them uh in their their roads, uh roads nominations.

54:25

Uh with that I'll uh conclude my comments and ask if there are any questions going forward.

54:34

Any comments or questions?

54:39

Thank you, Jeff.

54:40

We always appreciate carrying your report, a promise of interest.

54:43

Uh I um also would like to take this opportunity to uh mention to the board um as we think about the theme of uh you know we're in the start of uh well it feels like we're in the we're in the middle of the corner right now.

55:00

It's totally out there.

55:00

It's close from there.

55:02

It's called a big jacket just in case.

55:07

But I would like to remind the board members if you have not yet to make your contribution to our warm heart home foundation.

55:15

Some of us may have made it earlier in the year, and I will go back and double check just to make sure it doesn't mean I can't make another one, right?

55:22

Now's the time to do so.

55:24

So again, appreciate any and all support that the board can provide as well for about our release foundations.

55:32

Next item on the agenda is a report from our customer operations, Melissa Lawson.

55:43

Good morning.

55:44

Good morning.

55:47

Yes.

55:49

I'm here today to provide the annual customer operations update.

55:53

Joining me this morning are Jeff Ford, Director of Billing and Customer Service, and Justin Redman, Director of Chairfield Services.

56:00

The customer aspirations team consists of many dedicated members who interact directly with our customers and are committed to delivering outstanding delivery every day.

56:09

Jeff and Justin play a crucial role in leading and supporting these customer facing teams, ensuring that our standards for service excellence are consistently upheld.

56:21

I'd like to begin today's update by framing the general state of customer satisfaction in the United States.

56:27

As you can see on page 199 of the board book, according to the American Customer Satisfaction Index, over the last three years, customer satisfaction had been on the rise, peaking in 2024.

56:39

But in 2025, we've seen a steep decline in customer satisfaction as customers have been faced with the effects of tariffs, government shutdowns, and uncertainty around public assistance programs.

56:52

As you can see on page 200, despite a significant drop in the rate of inflation over the last couple years, overall consumer prices remain relatively high.

57:01

This means our customers continue to struggle, stretching their dollar over all their expenses, including their utility bills.

57:09

As a smaller portion of our customers' wallet is available for their utility bills, the expectation of our quality of our services increases, as does the negative impact of any operational mix step.

57:23

Customer satisfaction remains an integral part of who we are here at Citizens.

57:28

We recognize that our ability to meet and exceed the needs of our customers is essential to our identity and continued success.

57:35

To evaluate our performance, we utilize a random survey process throughout the year, which serves as a primary method for gauging how satisfied our customers are with our services we provide.

57:46

On page 201, you'll see what represents our year-end customer satisfaction results, which reflect the collective feedback received from our survey participants.

57:56

These results offer valuable insights into our strengths as well as areas for opportunities, helping us guide our ongoing efforts to ensure the customer experience.

58:08

As you see, the element scores for billing and for service remained relatively high and continued to outpace our score for rates.

58:25

Throughout the first half of 2025 up to July, notable improvements were reported across all measurable areas.

58:32

These positive results reflect our ongoing efforts to enhance customer experience and service quality.

58:38

Although beginning in July and continuing through August and September, a steady decline in both element and customer satisfaction scores were reported.

58:47

This downturn coincided with increase in tension on utility rates and legislative discussions, which affected customer sediment and overall satisfaction.

58:57

We have continued to see this trend in October through our November results.

59:11

The first metric we utilize to ensure customers receive accurate and timely bills is average daily billing exceptions.

59:18

As shown on page 203 in your board book, we started the year with just under 1,400 estimated or delayed bills per day and ended the year averaging per day just to finish below target.

59:31

In 2024, a cross-functional team developed a long-term plan to improve accurate and timely meter reads by creating a meter roadmap.

59:40

One of the initial steps of the meter roadmap is to transition away from a part-time meter reading model supplemented by a full-time staff to a full-time meter reading model supplemented by a part-time staff.

59:52

As we began to make that change in the spring of 2025, hiring and retaining meter readers has continued to be a challenge, and staffing levels have continued to fluctuate, making it necessary to estimate.

1:00:00

And stacking levels have continued to fluctuate, making it necessary to estimate.

1:00:05

Estimating meter reads can lead to surprise high bills once an actual reading is obtained, which can create a lack of trust in the bill for our customers.

1:00:14

As we move into 2026, we will continue to strive to decrease the average daily billing exceptions by continuing to strategically deploy technology and implement the next phase of the meter roadmap.

1:00:26

On page 204, you'll see a graph showing our on-time appointment rate for service orders.

1:00:32

We're particularly proud of these results, since these really address the frustration that customers can have not only with their utility but with any service provider.

1:00:43

In addition to our improvements in our appointment on time rate, we also saw improvements in our emergency responses for each of our primary services, gas water, and wastewater.

1:00:53

As you'll see on page 205.

1:00:56

On page 206, you will also see that not only are we responding to appointments in emergencies faster, but our order completion times for each of our major order types continue to improve year over year.

1:01:08

Finally, the second graph shows that we've been able to offer our customers more of the requested two and four hour appointment windows than we've had in the past.

1:01:18

As we are a culture of continuous improvement, in 2025, we're looking for additional ways to improve our customer experience.

1:01:26

On page 206, you'll see a list of initiatives that were completed in 2025 and a few that will be ongoing into 2026.

1:01:34

First, we completed our third upgrade of our customer information system, which actually was completed this weekend.

1:01:41

Next, we explored the use of conversational AI.

1:01:45

We continued our customer journey mapping efforts, and we've transitioned to a new vendor partner to perform our customer satisfaction surveys.

1:01:53

This will enable us to dig further into what our customers need and expect from us.

1:01:58

We updated our landlord portal in order to increase ease of use.

1:02:02

And we continued the lead service line replacement program and again began the meter roadmap.

1:02:08

On last page 208, you'll see just a few of the projects that we plan to complete in 2026.

1:02:15

As we strive to continue to provide excellent customer service with these ongoing initiatives and our commitment to innovation in support of our customer first culture, we look forward to delivering even greater value and satisfactions to our customers in the years ahead.

1:02:30

Now take any questions if you have any.

1:03:35

Yes.

1:03:37

This is so you want you want the you want the number to actually be higher on the graph.

1:03:46

Yeah.

1:03:47

You want there to be less number of estimations or delayed bills per day.

1:03:56

Our challenges changed much as it relates to hiring folks.

1:04:02

You know, I think there's jobs out there.

1:04:04

We pay well, comparable.

1:04:07

Oh, we continue to have problems as it relates to the meter read, sorry.

1:04:11

We keep having problems when it comes to meter reading.

1:04:14

Um what's the source of that?

1:04:16

I mean, I imagine again you've got to be outdoors and tracking and kind of like the post office.

1:04:21

No, today's today's today's a good example, right?

1:04:24

Um, and last week when we had a lot of snow.

1:04:27

Um, one of the things citizens has tried to do for decades with their meter reading services is to be able to keep costs low for our customers.

1:04:36

And so we implemented a part-time meter reading model in the 1980s and have continued that meter reading model into integration with the water utilities.

1:04:46

Over the last five years, it's and um it's become increasingly harder to maintain that part-time meter reading model.

1:05:00

So that is one of the reasons why we started the meter roadmap, started looking at different ways that we need to be able to make changes, all while keeping costs in mind so that we can still provide good accurate needs.

1:05:07

As we started transitioning earlier this year, it's we know it's one of those things when you make a big shift like that, you're probably going to see a little worse results before it gets better.

1:05:18

And I think that's where we're at currently right now.

1:05:25

Any other questions?

1:05:28

Thank you, Melissa.

1:05:30

No, nothing.

1:05:34

So we will now move to the appointments of the nonprofit boards, the citizens energy group.

1:05:41

Board of the directors list for Warm Heart Warm Home Foundation for 2026 can be found on page 210 of the board quorum.

1:05:53

And I have a motion to approve.

1:05:56

Second.

1:05:57

Second.

1:05:58

All those in the room signified by saying aye.

1:06:01

Aye.

1:06:02

Virtually, Nicole.

1:06:04

Aye.

1:06:05

JA?

1:06:08

Thank you.

1:06:09

The next approval is for the board of directors and citizens collaboration on neighborhoods for 2026.

1:06:16

The list of the board of directors for 2026 can be found on page 210 of the board portal.

1:06:22

Do I have a motion to approve?

1:06:24

So move.

1:06:25

Second.

1:06:26

Second.

1:06:27

All those in favor signify by saying aye in the room.

1:06:30

Aye.

1:06:31

Virtually, uh Nicole.

1:06:35

Aye.

1:06:35

J Ain?

1:06:37

Aye.

1:06:38

Thank you.

1:06:39

The next approval is for appointment of the board of directors of the Yvonne Perkins Legacy Fund for 2026.

1:06:46

So the list of directors can be found on page 210 of the portal.

1:06:50

Do I have a motion to approve?

1:06:52

So second.

1:06:55

Second.

1:06:55

All those in the room signify by saying aye.

1:06:58

Aye.

1:06:58

Aye.

1:06:59

Virtually, Nicole.

1:07:02

Aye.

1:07:02

JA.

1:07:05

Thank you.

1:07:06

The next approval is the service advisory board, which can be found on page 214 of the portal.

1:07:13

And I have a motion to approve.

1:07:16

So move.

1:07:17

And a second?

1:07:19

Second.

1:07:20

All those in favor in the room signify by saying aye.

1:07:23

Aye.

1:07:24

Virtually, Nicole.

1:07:27

Aye.

1:07:28

JA.

1:07:30

Aye.

1:07:30

Thank you very much.

1:07:34

And we have one more item on the agenda.

1:07:37

I need to get to that page.

1:07:40

We can speak there.

1:07:42

No way.

1:07:46

More in call that nice.

1:07:52

We want to thank you for your 14 years of service to Citizens Energy Group.

1:07:57

We want to thank you for your leadership to the board of directors.

1:08:00

And I actually have a resolution that I would like to read.

1:08:04

If I can get to that page, because I know it's here.

1:08:09

So this is a resolution of the board of directors for utilities of the Department of Public Utilities of the City in Indianapolis.

1:08:17

Recognition for Moore Carlstead Board of Directors.

1:08:21

Whereas Moore Carlstead has been a valuable member of the Board of Directors for Utilities of the Department of Public Utilities of the City of Indianapolis for 14 years.

1:08:31

And whereas Ms.

1:08:32

Carlsted has served alongside her fellow board members to provide strategic oversight and long-term direction of Citizens Energy Group.

1:08:41

And whereas Ms.

1:08:42

Carlston has fulfilled a variety of roles on board committees, including audit and risk, compensation and finance committee, energy resources, the executive committee, serving as chair of the wastewater resources executive committee.

1:08:57

And I remember when I came on board, I think we were secretary of the board.

1:09:03

But whereas Ms.

1:09:04

Carlston's faithfully served a variety of community and health care boards, to name a very few, because again, I know the list could go on and on, such as the Indy Chamber, the Greater Indianapolis Progress Committee, St.

1:09:18

Vincent Hospital Indianapolis, the Indiana Latino Foundation, and Meadows Community Foundation.

1:09:25

And of course, also in your role at the as the executive director of the Indianapolis Neighborhood Housing Partnership for 24 years 24 years.

1:09:36

Now therefore we have resolved by the Board of Directors for Utilities and Department of Public Utilities of the City in Indianapolis that Moral Crossdown is recognized for combined 14 years of logical service to citizens energy group and further resolved that the Board of Directors joins the Board of Trustees for Utilities of the Department of Public Utilities and Citizens of Indianapolis and expressing our sincere appreciation to Mora Crossdown for her honorable commitment to Citizens Energy Group's vision to fulfill the promise of the trust to serve our customers and communities with unparalleled excellence and integrity.

1:10:15

Approved and adopted this day, 10th day of December 2025.

1:10:21

Thank you so much for it.

1:10:29

And if there is no other business to come before the board, we are officially adjourned.

Discussion Breakdown — Share of Meeting
Water And Wastewater Management█████████████████17%
Fiscal Sustainability████████████████16%
Energy Efficiency█████████████13%
Procedural████████████12%
Customer Service████████████12%
Personnel Matters███████7%
Accountability██████6%
Public Engagement█████5%
Technology and Innovation████4%
Summary of Proceedings

Joint Board of Directors Meeting - Citizens Energy Group & CWA - Dec 10, 2025

The joint meeting of the Board of Directors for Citizens Energy Group and the CWA Authority convened on December 10, 2025, to review fiscal 2025 financial performance, approve budget adjustments, consider strategic amendments to wastewater ordinances, and address corporate governance matters including compensation plans and board appointments.

Consent Calendar

  • Minutes: The minutes of the August 20, 2025, joint meeting were unconditionally approved by the board, including virtual members Nicole and JA.
  • Proxy Appointment: The appointment of Maria Contan’s proxy for the January 12, 2026, annual meeting of Citizens Resources was approved.

Public Comments & Testimony

  • Industrial Pretreatment Ordinance: During the public hearing regarding proposed amendments to CWA Resolution 2-211, no members of the public appeared to offer comments, testimony, or express positions for or against the proposed amendments.

Discussion Items

  • Financial Performance (Audit & Risk Committee): Sabina Carter presented fiscal 2025 financials showing a net income of approximately $258 million, roughly $4 million lower than the prior year due to higher cost of goods sold despite revenue increases. An internal error overstating third-quarter net income by $3.6 million (related to depreciation) was discovered and corrected in the fourth quarter. Independent auditors from Deloitte reported no disagreements and expect to issue a clean opinion. The committee also discussed AI governance oversight and recommended a 2.9% fee increase for the 2026 audit engagement.
  • Whistleblower Program: General Counsel Joe Perkins reported 100% participation in the ethical conduct survey (637 employees). One code of conduct violation was reported, resulting in termination. No other significant violations were noted, though the code of conduct is currently being refreshed.
  • Compensation & Finance: The committee approved short-term incentive plan payments for fiscal 2025, with an average payout of 121% (driven by safety). Restoration policy payments exceeding IRS limits were recommended for four officers. Additionally, a recommendation was made to retain Willis Towers Watson as the external compensation consultant for 2026, with the committee expressing full satisfaction with the relationship and service.
  • Wastewater Resources: The committee highlighted that the "Big Dig Indy" project is substantially complete, having reduced CSO volumes by 7.5 billion gallons. Capital spending for 2026 is projected to drop significantly as major construction concludes, with remaining funds focused on post-consent decree monitoring. The committee also recommended amendments to the industrial pretreatment ordinance to clarify obligations and modernize fee structures.
  • Resources Committee: Financial reports indicated stable gas rates, with residential customers projected to pay approximately $452 for heating this winter (only a $10 increase from the prior year). Prepaid gas transactions have locked in benefits for return customers, and a renewed 10-year franchise agreement with the City of Indianapolis for chilled water includes a new $2 million annual fee cap, projected to save $500,000 annually. The committee noted that chilled water net earnings are better than expected, while steam's EVADOT is currently insufficient to cover capital needs.
  • Board Education: Board members Jeff Goody and Eric Scryans attended the American Gas Association conference, reporting that demand growth in the energy sector is creating a need for 300 million employees (interpreted from "30 million" in a typo context or high projection, context suggests high demand) and that natural gas is growing at the fastest pace ever, with US LNG exports set to more than double by 2028.
  • CFO Report: Frank Jackson provided updates on the fiscal 2026 financial projections, noting water revenue is projected $5 million below budget due to updated TC tracker approvals. The pension plan remains overfunded at roughly 130% but faces an open-plant liability increase. Supply chain risks were discussed, with estimated tariff impacts between $3-4 million in 2025 and a potential $5-7 million in 2026 if tariffs are fully implemented.
  • CEO Report: The President and CEO delivered the "Promise of the Trust" report, highlighting the completion of the Big Dig Indy, community engagement via Resource Day, and the sponsorship of employee nominations for the Rose Awards. The office reaffirmed a commitment to protecting customer interests in data center developments and maintaining low rates.
  • Customer Operations: Melissa Lawson reported a decline in customer satisfaction scores in late 2025, attributed to tariff uncertainty and high inflation. A primary driver of dissatisfaction is the inability to retain full-time meter readers, leading to increased estimations and occasional surprise high bills. The company is transitioning to a full-time reading model and upgrading customer information systems.

Key Outcomes

  • Fuel Cost Adjustments: Approved Fuel Cost Adjustments 79 and 80.
  • Gas Cost Adjustment: Approved Gas Cost Adjustment 168.
  • Universal Service Fund: Approved the Universal Service Fund Writier resolution.
  • Audit Approval: The Board approved the Fiscal 2025 financial statements and the Deloitte Fiscal 2026 engagement letter.
  • Compensation Approval: Authorized 2025 incentive and deferred compensation distributions for executive officers and retained the executive compensation consultant for 2026.
  • Wastewater Ordinance: Adopted amendments to CWA Resolution 2-211 regarding the industrial pretreatment ordinance (closed public hearing with no comments received).
  • Prepaid Gas Transaction: Approved the execution of a new prepaid gas transaction for 2026 and 2027.
  • Appointments: Board of Directors appointments were approved for the Warm Heart Home Foundation, Citizens Collaboration on Neighborhoods, and the Yvonne Perkins Legacy Fund for 2026, as well as the Service Advisory Board.
  • Retirement Recognition: Passed a resolution formally recognizing board member Maura Carlstead for her 14 years of dedicated service to Citizens Energy Group and her leadership on multiple committees, including chairing the Wastewater Resources Executive Committee.

(Note: The transcript mentions "Moore Carlstead" in the resolution text but refers to "Mora Crossdown" in the chair's spoken introduction; the resolution title in the summary uses the name "Maura Carlstead" as it appears in the formal resolution text provided.)

Meeting Transcript

Good morning, everyone. Call to order the joint meeting of the board of directors for citizens energy group and CWA Authority. I'd like to remind everyone since we have some folks that will be participating electronically about our electronic attendance policy and participation. So if you are attending electronically, the board member cannot participate in a vote to either adopt the budget, enact or increase a fee or penalty, enact a reduction in personnel, exercise eminent domain or raise a tax and a board initiate a referendum. So what I will do throughout the meeting is I will call your question here in the room first, and then I'll vote virtually to get your uh your votes when appropriate. So the next item on the agenda is to request for board members to recuse themselves from any action items uh if they have a conflict of interest. Hearing none, we'll move to the approval of minutes of the joint meeting of the board of directors, citizens energy group and CWA authority, which was held on August the 20th, 2025. Can I have a motion to approve? Second, second. All those well, before I go there, are the uh virtually Nicole approved and JA. All those in favor signify by saying aye. Aye. Thank you. I'll get this right. Let's see here. Next item on the agenda is certification of topics that were discussed at the executive session and the board of directors of citizens energy group and CWA Authority, which was held on August the 20th of 2025. For the purpose of the minutes, I will certify that the subject discussed during the executive session of the board of directors of Citizens Energy Group and CWA Authority Inc. held on August 20th, 2025 was limited solely to the item specified in the public notice of that session, and the notice will be included within the minutes of this meeting. Next item on the agenda is approval of appointment of Maria Contan's proxy to both the stock of citizens byproducts and coal company doing business as citizens resources at the January 12th 2026 annual meeting of the sole cycle for citizens resources. The proxy memo can be found on page 38 of the board board. So second. Okay. All those in well, go back virtually, Nicole. Agreed. JA? All those in favor in the room signify by saying aye. Aye. Same sign. Thank you very much. The next item on the agenda, we've got a series of votes here. It is the uh approval of the fuel cost adjustment 79. The resolution describing this adjustment can be found on page 39 of the board portal. Do I have a motion to approve? So moved. Second. Second. Virtually, Nicole, are you in favor? Yes. Is this the meeting that I this is exactly right? You cannot vote on this. So I said I'm gonna figure this out. So in the room, all those in favor signify by saying aye. Aye. Opposed, things on. Thank you. Okay, so the next item on the agenda is approval of the gas cost adjustment. 168 resolution describing the test cost adjustment can be found on page 40 of the board oral. Do I have a motion to approve? So move. Second.

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