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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
 
 
Filed by the Registrant  
Filed by a Party other than the Registrant  
Check the appropriate box:
 
  
Preliminary Proxy Statement
  
Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
  
Definitive Proxy Statement
  
Definitive Additional Materials
  
Soliciting Material Pursuant to
§240.14a-12
NATIONAL FUEL GAS COMPANY
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
 
  
No fee required.
  
Fee paid previously with preliminary materials.
  
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules
14a6(i)(1)0-11.
 
 
 


 

 

LOGO

 

2024

Proxy

Statement

 

 
 

 

and Notice of Annual Meeting of Stockholders

to be held on March 8, 2024

 

 

 

 

 

 
 

                                                

 

 

 

 

 


National Fuel Gas Company

6363 MAIN STREET

WILLIAMSVILLE, NEW YORK 14221

January 19, 2024

Dear Stockholders of National Fuel Gas Company:

Each year, our proxy statement provides you with a brief summary of the Company’s recent operations and detailed information relating to the items on the agenda for you to vote on at the Annual Meeting of Stockholders. As we did last year, our Board of Directors has determined to hold the 2024 Annual Meeting virtually, via a live webcast. The electronic webcast meeting will afford stockholders the same rights and access as if the meeting were held in person, including the ability to vote shares electronically during the meeting.

The meeting will be held at 10:00 a.m. Eastern Time on March 8, 2024, conducted via live webcast at www.virtualshareholdermeeting.com/NFG2024. The matters on the agenda for the meeting are outlined in the enclosed Notice of Annual Meeting and Proxy Statement.

At the meeting, you will be asked to consider and vote on four proposals, all as explained in more detail in the proxy statement: (1) the election of eleven directors; (2) advisory approval of named executive officer compensation; (3) approval of the amended and restated 2010 Equity Compensation Plan; and (4) ratification of the appointment of the Company’s independent public accounting firm. Your Board of Directors unanimously recommends that you vote FOR each of the director nominees and FOR proposals 2, 3 and 4.

So that you may elect Company directors and secure the representation of your interests at the Annual Meeting, we urge you to vote your shares. The preferred methods of voting are by telephone, by Quick Response Code (“QR Code”) or by Internet as described on the proxy card. These methods are both convenient for you and reduce the expense of soliciting proxies for the Company. If you prefer not to vote by telephone, QR Code or the Internet, please complete, sign and date your proxy card and return it by mail. The Proxies are committed by law to vote your shares as you instruct on the proxy card, by telephone, by QR Code or by Internet.

Your vote is always important. Stockholder voting is the primary means by which stockholders can influence a company’s operations and its corporate governance. In fact, stockholders who do vote can influence the outcome of proposals in greater proportion than their percentage share ownership.

Please make your voice heard by voting your shares.

Even if you plan to attend the Annual Meeting virtually, we encourage you to promptly vote your shares in advance of the meeting, by telephone, by QR Code or by Internet, or to complete, sign, date and return your proxy card. If you later wish to vote at the Annual Meeting, you can revoke your proxy by giving written notice to the Secretary of the Annual Meeting and/or the Trustee (as described in the proxy statement), and/or by casting your ballot at the Annual Meeting.

Please review the proxy statement and take advantage of your right to vote.

Sincerely yours,

David P. Bauer

President and Chief Executive Officer


Notice of Annual Meeting of Stockholders

to be held on March 8, 2024

To the Stockholders of National Fuel Gas Company:

Notice is hereby given that the Annual Meeting of Stockholders of National Fuel Gas Company (the “Company”) will be held at 10:00 a.m. Eastern Time on March 8, 2024, conducted via live webcast at www.virtualshareholdermeeting.com/NFG2024. At the meeting, action will be taken with respect to:

 

  (1)

The election of eleven directors to hold office for one-year terms, as provided in the attached proxy statement and until their respective successors have been elected and qualified;

 

  (2)

Advisory approval of named executive officer compensation;

 

  (3)

Approval of the amended and restated 2010 Equity Compensation Plan;

 

  (4)

Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal 2024;

and such other business as may properly come before the meeting or any adjournment or postponement thereof.

Stockholders of record at the close of business on January 8, 2024, will be entitled to vote at the meeting.

BY ORDER OF THE BOARD OF DIRECTORS

Michael W. Reville

General Counsel and Secretary

January 19, 2024

Attending the Annual Meeting

 

 

National Fuel Gas Company is holding the Annual Meeting in a virtual meeting format only, conducted via live webcast. Stockholders will not be able to attend the meeting in person.

 

Please visit www.virtualshareholdermeeting.com/NFG2024 in order to attend and to participate in the virtual meeting, where you will be prompted to enter the 16-digit control number found on your proxy card or your voting instruction form provided by your broker, bank, or other nominee.

If you receive your Annual Meeting materials electronically and wish to attend the virtual meeting, please follow the instructions provided online for attendance. Once you have joined the virtual meeting, you may vote your shares electronically during the meeting by following the instructions available on the meeting website, although we encourage you to vote in advance of the meeting. Only stockholders or their valid proxy holders may participate in the meeting. If you plan on attending the virtual meeting, we encourage you to allow ample time to log in online and recommend that you do so fifteen minutes before the meeting start time to ensure that you are logged in when the meeting begins.


 

 

 

Your Vote is Important

Please vote by telephone, by QR Code or by Internet.

Whether or not you plan to attend the meeting, and whatever the number of shares you own, please vote your shares by telephone, by QR Code or by Internet as described in the proxy/voting instruction card and reduce National Fuel Gas Company’s expense in soliciting proxies. Alternatively, you may complete, sign, date and promptly return the proxy/voting instruction card by mail.

Why Your Vote is Important

 

 

Q: Who is asking for my vote and why am I receiving this document?

A: The Board of Directors asks that you vote on the matters listed in the Notice of Annual Meeting, which are more fully described in this proxy statement. This proxy statement is a document that Securities and Exchange Commission regulations require we give you when we ask you to sign a proxy designating individuals to vote on your behalf. A proxy, if duly executed and not revoked, will be voted and, if it contains any specific instructions, will be voted in accordance with those instructions.

Q: How many shares are not voted at the Annual Meeting on non-routine matters (proposals other than the ratification of accountant)?

A: At recent Annual Meetings, approximately 10% to 20% of our shares have not been voted on non-routine matters. IF YOU HOLD YOUR SHARES AT A BROKERAGE FIRM, YOU MUST TELL YOUR BROKER HOW TO VOTE YOUR SHARES. Since 2010, brokers have not been able to vote customer shares on non-routine matters. Stockholder voting is the primary means by which stockholders can influence a company’s operations and its corporate governance, so your vote is important.

Q: How can I vote?

A: To reduce costs and conserve resources, we send some of our stockholders a notice advising them that our materials for this meeting are available on the Internet. The notice contains instructions to (i) electronically access the materials; (ii) vote via the Internet; and (iii) request a paper copy of the materials by mail, if desired. Other stockholders have received our proxy materials by U.S. mail. In either case, there are four ways to vote by proxy:

 

   

Vote by Phone by calling 1-800-690-6903: You will need information from your proxy card to vote; have it available and follow the instructions provided.

 

   

Vote by scanning the Quick Response Code  LOGO (“QR Code”) on the proxy card: By accessing the QR site through the proxy card you can vote your shares.

 

   

Vote by Internet by going to www.proxyvote.com: You will need information from your proxy card to vote; have it available and follow the instructions provided.

 

   

Vote by Mail: Complete and return the proxy card in the prepaid and addressed envelope.

You may also vote at the Annual Meeting. However, if you are the beneficial owner of the shares, you must obtain a legal proxy from the stockholder of record, usually your bank or broker. A legal proxy identifies you, states the number of shares you own, and gives you the right to vote those shares. Without a legal proxy we cannot identify you as the owner and will not know how many shares you have to vote.

 

To attend and vote at the Annual Meeting, you will need the 16-digit control number found on your proxy card or your voting instruction form provided by your broker, bank, or other nominee.

Please visit www.virtualshareholdermeeting.com/NFG2024 on the date and at the time specified in the Notice of Annual Meeting of Stockholders. You will be prompted to enter your 16-digit control number to attend the meeting.

 

 


Table of Contents

 

Proxy Statement Overview &
Fiscal 2023 Summary
    1  
General Information     11  
PROPOSAL 1. Election of Directors     14  

Nominees for Election as Directors at the
2024 Annual Meeting of Stockholders

 

 

15

 

Corporate Governance     27  

Diversity

    27  

Director Independence

    27  

Board Leadership Structure

    27  

Annual Meeting Attendance

    28  

Meetings of the Board of Directors
and Standing Committees

    28  

Method of Evaluating Board and Committee Effectiveness

    30  

Process for Nominating Directors

    30  

Charitable Contributions by Company

    30  

Compensation Committee Interlocks
and Insider Participation

    30  

Risk Oversight

    31  

Related Person Transactions

    31  

Code of Ethics

    32  
Director Compensation     33  
Director Compensation Table —
Fiscal 2023
    34  
Audit Fees     35  
Audit Committee Report     36  
Security Ownership of Certain
Beneficial Owners and Management
    38  
Equity Compensation Plan
Information
    40  
Executive Compensation     41  

Compensation Committee Report

    41  

Compensation Discussion and Analysis

    41  

Fiscal 2023 Summary Compensation Table

    59  

Grants of Plan-Based Awards in Fiscal 2023

    61  

Outstanding Equity Awards at Fiscal 2023 Year-End

    62  

Option Exercises and Stock Vested in Fiscal 2023

    64  

Fiscal 2023 Pension Benefits

    65  

Fiscal 2023 Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans

    66  

Fiscal 2023 Potential Payments Upon Termination or Change in Control

    68  

CEO Pay Ratio

    73  

Pay Versus Performance

    74  

Executive Officer and Director Hedging

    78  
PROPOSAL 2. Advisory Approval of
Named Executive Officer Compensation
    79  
PROPOSAL 3. Approval of Amended and Restated 2010 Equity Compensation Plan     80  
PROPOSAL 4. Ratification of
Appointment of Independent
Registered Public Accounting Firm
    90  
Important Notice Regarding
Delivery of Stockholder Documents
    91  
Proposals of Security Holders
for the 2025 Annual Meeting
    92  
Other Business     93  
Where You Can Find Additional Information     94  

 

 

 

Your Vote is Important!

 

Please vote by phone, by QR Code or by

Internet, or complete, sign, date and

return your proxy card.

 

 

 

 

LOGO

     National Fuel Gas Company  |  2024 PROXY STATEMENT   i


 

Proxy Summary

    LOGO  

 

This proxy statement contains certain “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements should be read with the cautionary statements and important factors included under the heading “Safe Harbor for Forward-Looking Statements” in National Fuel Gas Company’s (“National Fuel” or the “Company”) Form 10-K at Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and with the information included in the Company’s Form 10-K at Item 1A “Risk Factors”. Forward-looking statements are all statements other than statements of historical fact, including, without limitation, statements regarding future prospects, plans, objectives, goals, projections, estimates of oil and gas quantities, emissions reduction targets, strategies, future events or performance and underlying assumptions, capital structure, anticipated capital expenditures, completion of construction projects, projections for pension and other post-retirement benefit obligations, impacts of the adoption of new authoritative accounting and reporting guidance, and possible outcomes of litigation or regulatory proceedings, as well as statements that are identified by the use of the words “anticipates,” “estimates,” “expects,” “forecasts,” “intends,” “plans,” “predicts,” “projects,” “believes,” “seeks,” “will,” “may” and similar expressions.

Proxy Statement Overview & Fiscal 2023 Summary

This overview and summary highlights information contained elsewhere in this proxy statement and also includes certain additional information regarding business performance and corporate responsibility, including environmental, social and governance (“ESG”) matters. This overview and summary does not contain all of the information that you should consider, and you should read the Company’s 2023 Annual Report and this entire proxy statement carefully before voting.

Annual Meeting Voting Matters

 

 

The table below summarizes the matters that will be subject to the vote of stockholders at the 2024 Annual Meeting of Stockholders of National Fuel Gas Company:

 

PROPOSALS

  

BOARD VOTE

RECOMMENDATION

  

PAGE NUMBER

(for additional details)

1. Election of Directors

   FOR ALL NOMINEES    Page 14

2. Advisory Approval of Named Executive Officer Compensation

   FOR    Page 79

3. Approval of Amended and Restated 2010 Equity Compensation Plan

   FOR    Page 80

4. Ratification of Appointment of Independent Registered Public Accounting Firm

   FOR    Page 90

 

 

LOGO

     National Fuel Gas Company  |  2024 PROXY STATEMENT   1


Proxy Summary

 

Annual Meeting of Stockholders

 

 

 

 

LOGO

DATE AND TIME

March 8, 2024 at

10:00 a.m. Eastern Time

 

   

 

LOGO

WEBSITE

www.virtualshareholdermeeting.com/NFG2024

   

 

LOGO

RECORD DATE

January 8, 2024

Voting Details

Stockholders as of the record date are entitled to one vote for each share of common stock for each director nominee and each other proposal to be voted.

Voting Deadline

Votes must be received by March 7, 2024 (unless attending virtually). For stock that is held in employee benefit plans votes must be received by noon on March 6, 2024.

Attending the Virtual Meeting

National Fuel stockholders as of the record date are entitled to attend the annual meeting virtually. To participate in the meeting, please visit www.virtualshareholdermeeting.com/NFG2024, where you will be prompted to enter the 16-digit control number found on your proxy card or your voting instruction form provided by your broker, bank, or other nominee. Please see “Attending the Meeting” on page 12.

National Fuel Gas Company Fiscal 2023 Summary

 

 

Fiscal 2023 was another strong year for National Fuel, both financially and operationally, positioning the Company for continued growth. Our Exploration and Production subsidiary, Seneca Resources Company, LLC (“Seneca”), continued to execute on its disciplined growth plans, with production up 6% versus the prior fiscal year. Seneca produced 372 billion cubic feet equivalent (“Bcfe”) during the year, a Company record, driving record throughput and revenue at our Gathering subsidiary, National Fuel Gas Midstream Company, LLC (“Midstream”). Additionally, Seneca added to its deep inventory of future development locations, closing on three separate transactions that added approximately 39,000 largely contiguous acres and approximately 50-70 drilling locations in our Eastern Development Area (“EDA”). Supported by these strategic bolt-on acquisitions and the Company’s significant existing Tioga County acreage position, combined with our strong well results in this region, Seneca began a multi-year transition to focus its future development efforts primarily in the EDA. We expect this transition will lead to a sustained improvement in capital efficiency in our Appalachian operations and increasing cash flow generation over the longer term.

With this increased focus on the EDA, our FERC regulated pipeline subsidiary, National Fuel Gas Supply Corporation (“Supply”), executed a precedent agreement with Seneca for 190,000 dekatherms per day of firm transportation takeaway capacity on Supply’s Tioga Pathway project. The estimated $90 million modernization and expansion project, which has a targeted in-service date of late calendar 2026, is designed to provide Seneca with the long-term ability to move Tioga County, Pennsylvania production to higher value markets. Additionally, this project is expected to provide our Pipeline and Storage segment with a layer of long-term growth above and beyond the near-term increase in base rates expected from the FERC rate case filed by Supply Corporation during the fiscal year.

At our Utility business, we maintained our focus on providing safe and reliable natural gas service to 750,000 accounts serving more than two million residents in western New York and northwestern Pennsylvania, continuing to invest in system modernization and emissions reductions, with the replacement of more than 160 miles of delivery system pipeline mains. Our Utility business was also active in rate proceedings. In Pennsylvania, we successfully resolved our first rate case in over 15 years with a settlement increasing annual base rates by $23 million. Additionally, we filed a rate case in New York, the first in more than six years, for new base rates to be effective October 2024. Both filings address the significant investments we’ve made to modernize our facilities, along with the ongoing impacts of cost inflation. The new base rates, coupled with the continued investments in system safety and reliability, are expected to result in sustained earnings growth over the next few fiscal years.

 

 

LOGO

2    National Fuel Gas Company  |  2024 PROXY STATEMENT    


Proxy Summary

 

2023 Financial and Operating Highlights

 

 

Increased Dividend for 53rd Consecutive Year

In June, the Board of Directors increased the Company’s annual dividend rate by 4.2 percent to $1.98 per share, continuing its long history of consecutive dividend increases and our 121st year of uninterrupted dividend payments.

Meaningfully Growing Natural Gas Production and Gathering Throughput

Seneca’s net production increased to 372 billion cubic feet equivalent (“Bcfe”), up 6% from the prior year despite the divestiture of our California operations in June 2022, contributing to a corresponding 8% increase in Gathering segment revenue.

Increased Proved Reserves

Seneca’s total proved natural gas and crude oil reserves at September 30, 2023 increased to approximately 4.5 trillion cubic feet equivalent, an increase of 9% versus fiscal 2022.

Transitioned to Electric Powered Hydraulic Fracturing Equipment

In fiscal 2023, our Exploration and Production segment deployed a fully integrated electric fracturing fleet, which is expected to decrease emissions, lower fuel costs and reduce our surface footprint.

Received Responsible Energy Development Certification for 100% of our Gathering System Assets

In September, the Company announced that 100% of our natural gas gathering system assets, which transport over 1.2 Bcfe of natural gas daily, achieved certification under Equitable Origin’s EO100TM Standard for Responsible Energy Development. National Fuel Gas Midstream Company is the first gathering or midstream company to receive this ESG-focused certification.

Ongoing Focus on System Safety and Reliability at our Interstate Pipeline Business

Our Pipeline and Storage segment invested $114 million in the safety and integrity of our facilities, focusing on modernizing its infrastructure and reducing our emissions footprint, and bringing our 5-year total to over $527 million.

Continued Focus on Utility System Modernization

Our Utility segment invested $109 million in modernization and reliability, replacing over 160 miles of pipeline mains, and bringing our 5-year modernization total to over $415 million.

 

LOGO    LOGO

 

 

LOGO

     National Fuel Gas Company  |  2024 PROXY STATEMENT   3


Proxy Summary

 

Our Commitment to Corporate Responsibility

 

 

Publication of Annual Corporate Responsibility Report

In September, National Fuel issued its annual Corporate Responsibility Report. The report provides a comprehensive review of ESG performance metrics and disclosures, and highlights the Company’s ongoing initiatives to support the long-term sustainability of its integrated natural gas business. The Company’s Corporate Responsibility disclosures are aligned with the Sustainability Accounting Standards Board (SASB) framework for each of the Company’s principal business segments, as well as the Task Force on Climate-Related Financial Disclosures (TCFD).

 

LOGO    LOGO    LOGO
Environmental    Social    Governance

  Emissions Reduction Goals: Significant methane intensity reduction targets for each business, as well as an absolute greenhouse gas (GHG) emissions target for the consolidated Company

 

  Third Party Emissions Verification: Independent third-party verification of Scope 1 and 2 emissions

 

  Ongoing Emissions Reduction Efforts: Focused on driving emissions reductions through new initiatives and technologies

 

  Evaluating Energy Transition Opportunities: Specialized teams focused on Hydrogen; Carbon Capture, Utilization and Storage; Renewable Natural Gas; and Geothermal, with executive oversight by the Company’s Energy Transition Steering Committee

 

  Participation in Industry-Led Emissions Initiatives: Membership by each principal subsidiary in the ONE Future Coalition, focused on voluntarily reducing methane emissions intensity across the natural gas value chain

 

  Focused on Biodiversity: Procedures in place for each segment to protect the environment and mitigate biodiversity impacts

 

  Waste Management Disclosure: Quantitative disclosures surrounding waste management, reduction/prevention, and recycling

  

  Safety is a Core Value: Continuing to build a culture focused on safety and inclusion for our 2,200+ employees

 

  Disclosure of Key Diversity Metrics: Disclosure of workforce demographic data, including gender and racial/ethnic minority diversity and retention data (by EEO-1 job category)

 

  Fostering an Inclusive Workplace: Employee Resource Groups, which are voluntary and employee-led, offer employees and allies the opportunity to engage and connect based on common characteristics or interests

 

  Support of Local Vendors: Approximately $900 million paid to local vendors and contractors in New York and Pennsylvania over the last five years

 

  Long-Standing Corporate Giving Program: Company Foundation matches employee donations, dollar for dollar, up to $1,000 per employee through the Employee Charitable Giving Program

 

  Meaningful Community Volunteering Opportunities: Employees provided nearly 2,700 volunteer hours across several company-coordinated volunteer opportunities in 2023

 

  Significant Community Impact: Community impact dollars exceeding $1.6 billion in 2023, as graphically depicted on the next page

  

  Board ESG Governance: ESG oversight via Nominating/Corporate Governance Committee

 

  Regular Board-Level ESG Discussion: Board regularly receives reports from management regarding ESG matters

 

  Establishment of Management-Level Committees: Corporate Responsibility Executive and Management Committees devoted to ESG initiatives and disclosures

 

  Short Term ESG-Focused Executive Compensation Metrics: Executive compensation tied to ESG metrics, including safety, environmental stewardship, and diversity and inclusion

 

  Long-Term ESG-Focused Executive Compensation Metrics: Executive compensation tied to GHG and methane intensity emissions reductions targets

 

 

LOGO

4    National Fuel Gas Company  |  2024 PROXY STATEMENT    


Proxy Summary

 

LOGO

Our Diverse, Experienced, and Independent Board of Directors

 

 

National Fuel’s commitment to diversity also extends to our Board of Directors. Our Board has continued its commitment to attracting and retaining qualified, diverse directors whose expertise and professional characteristics align with the Company’s long-term business strategy.

Focused on Board Diversity

Our Nominating/Corporate Governance Committee, chaired by Rebecca Ranich, makes recommendations to the full Board on nominees for director positions, and has invited qualified gender and racially diverse candidates to stand for election to the Board, with successful results. Three of the Company’s last six directors to join the Board have increased Board diversity. While currently at a full complement of directors, the Board will continue its efforts, when vacancies arise, to attract qualified, diverse candidates whose expertise and personal characteristics align with the Company’s long term business strategy.

 

 

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     National Fuel Gas Company  |  2024 PROXY STATEMENT   5


Proxy Summary

 

Diverse and Extensive Experience

The Company’s Board of Directors consists of individuals with extensive and diverse leadership experience within the energy industry, as well as complementary industries, including manufacturing and consulting. Our eleven Board members have experience in the areas depicted below, among others:

 

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Strong Corporate Governance Practices

Our Board has implemented strong governance practices, including maintaining a significant complement of independent directors (currently ten out of eleven directors), designating a Lead Independent Director, holding regular meetings of the non-management and/or independent directors, separating the roles of Chairman of the Board and Chief Executive Officer, and providing a process for stockholders meeting certain requirements to have nominees included in the Company’s proxy materials.

 

 

 

LOGO    LOGO    LOGO    LOGO

 

 

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6    National Fuel Gas Company  |  2024 PROXY STATEMENT    


 

Proposal 1 — Election of Directors

 

 

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL NOMINEES FOR THE BOARD OF DIRECTORS.

Nominees for one-year term:

David H. Anderson — age 62

Principal Occupation: Chief Executive Officer of Northwest Natural Holding Company

Expertise: Leadership, Industry, Environmental, SEC Financial Expert

David P. Bauer — age 54

Principal Occupation: President and Chief Executive Officer of National Fuel Gas Company

Expertise: Leadership, Industry, Financial, Regional

Barbara M. Baumann — age 68

Principal Occupation: President, Cross Creek Energy Corporation

Expertise: Leadership, Exploration and Production, Investment Advisory, SEC Financial Expert

David C. Carroll — age 67

Principal Occupation: Former President and Chief Executive Officer of GTI Energy

Expertise: Leadership, Industry, Energy Transition/Technology

Steven C. Finch — age 65

Principal Occupation: Former President of Manufacturing and Community Engagement, Viridi Parente, Inc.

Expertise: Leadership, Manufacturing, Capital and Labor Management, Energy Transition/Sustainability, Regional

Joseph N. Jaggers — age 70

Principal Occupation: Former President, Chief Executive Officer and Chairman of Jagged Peak Energy Inc.

Expertise: Leadership, Exploration and Production

Rebecca Ranich — age 66

Principal Occupation: Former Director of Deloitte Consulting, LLP

Expertise: Leadership, Industry, Sustainability, Technology, Energy Transition

Jeffrey W. Shaw — age 65

Principal Occupation: Former President and Chief Executive Officer, Southwest Gas Corporation

Expertise: Leadership, Industry, SEC Financial Expert

Thomas E. Skains — age 67

Principal Occupation: Former President and Chief Executive Officer, Piedmont Natural Gas Company

Expertise: Leadership, Industry, Regulatory

David F. Smith — age 70

Principal Occupation: Chairman of the Board and Former Chief Executive Officer of National Fuel Gas Company

Expertise: Leadership, Industry

Ronald J. Tanski — age 71

Principal Occupation: Former President and Chief Executive Officer, National Fuel Gas Company

Expertise: Leadership, Industry, Financial

For complete information on this proposal, please refer to page 14 and following.

 

 

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     National Fuel Gas Company  |  2024 PROXY STATEMENT   7


 

Proposal 2 — Advisory Approval of Named Executive Officer Compensation

 

 

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE COMPANY’S NAMED EXECUTIVE OFFICER COMPENSATION.

This proposal allows stockholders to take part in a non-binding, advisory vote to approve the compensation of the Company’s named executive officers (the “say-on-pay” vote). The summary below and the discussion in the Compensation Discussion and Analysis provide information about the Company’s named executive officer compensation programs. Unless otherwise indicated, we intend capitalized and abbreviated terms to have the same meaning in this section as in the Compensation Discussion and Analysis.

Objectives of the Compensation Committee

When setting compensation for the Company’s named executive officers, the Compensation Committee’s primary goal is to provide balanced incentives for creating value for stockholders in both the near-term and long-term. In order for this to occur, the Compensation Committee awards a combination of cash and equity components that are designed to:

 

  Ø

Focus management efforts on both near-term and long-term drivers of stockholder value, including financial, safety, environmental, and customer service metrics;

 

  Ø

Tie executive compensation to long-term total shareholder return (“TSR”), long-term total return on capital (“ROC”), and long-term sustainability, by linking a significant portion of named executive officers’ potential compensation to the future price of the Company’s common stock (and the payment of dividends) and the future returns on capital achieved by the Company, both relative to peers, and to future reductions in GHG emissions and methane intensity levels; and

 

  Ø

Attract, motivate, reward and retain management talent in the highly competitive energy industry in order to achieve the objectives that contribute to the overall success of the Company.

Elements of Compensation

The Compensation Committee has developed the Company’s compensation policies and procedures to align the interests of named executive officers with those of the Company’s stockholders and, where appropriate, other stakeholders, including customers. The main elements of the named executive officer compensation program are as follows:

 

BASE SALARY (CASH)

Provides a predictable base compensation for day-to-day

job performance;

   

SHORT-TERM

PERFORMANCE

INCENTIVES (CASH)

Utilizes metrics specific to each
executive in order to motivate

them to deliver near-term

financial, operational, and

ESG results, generally over a period

that is no longer than two years; and

    

LONG-TERM PERFORMANCE

INCENTIVES (EQUITY)

Focuses the attention of

executives on delivering long-

term stockholder value and on
maintaining a significant personal
investment in the Company

through stock ownership.

Executive Compensation Aligned with Stockholders’ Interests

The Company recognizes and rewards named executive officers through compensation arrangements that directly link executive pay to the Company’s performance, and we seek to help ensure a strong alignment of interests with our stockholders by including a significant amount of equity in the overall mix of pay. As shown in the chart below, which includes the fiscal 2023 target compensation mix for the CEO and an average for the other five named executive officers, 84% of the target compensation of David Bauer, the Company’s CEO, was at-risk compensation, with 63% tied to equity (in the form of performance shares and restricted stock units), and 21% tied to cash-based incentive awards subject to short-term performance goals.

 

 

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2023 Say-on-Pay Vote and Stockholder Engagement

The 2023 say-on-pay advisory vote yielded a result of 97.9% of votes cast in support of the compensation of the Company’s named executive officers. The Board generally considered this outcome an indicator of strong stockholder support for the overall philosophy and structure of the Company’s executive compensation policies and decisions. Given the high approval percentage of the vote, the Compensation Committee did not make any significant changes to the executive compensation program that were based specifically on the results of the 2023 say-on-pay advisory vote.

From time to time members of Company management have held meetings with some of the Company’s largest stockholders to obtain feedback on matters of interest to them. The Board has directed management to continue to engage as appropriate with interested stockholders, and to inform it of any requests for meetings with members of the Board. The Board and management believe that engagement with stockholders facilitates important dialogue from which we gather various important viewpoints.

The Board of Directors believes that the Company’s compensation policies and practices, as developed following engagement with stockholders, including with respect to ESG factors, encourage a culture of pay for performance and are strongly aligned with the interests of the Company’s stockholders. Accordingly, the Board recommends a vote FOR the advisory approval of named executive officer compensation.

For complete information on this proposal, please refer to the Compensation Discussion and Analysis, accompanying compensation tables and related narrative discussion, starting at page 41, and to the proposal at page 79.

Proposal 3 —Approval of Amended and Restated 2010 Equity Compensation Plan

 

 

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE PLAN.

The Company is seeking your approval of the amended and restated National Fuel Gas Company 2010 Equity Compensation Plan (the “Plan”) for the purposes of increasing the number of shares authorized for issuance under the Plan by an additional 3,700,000 shares of our common stock, par value $1.00 per share, extending the termination date of the Plan by ten years, and making certain other changes.

 

 

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     National Fuel Gas Company  |  2024 PROXY STATEMENT   9


 

We have structured a significant part of our management’s compensation in the form of equity awards that directly align the interests of key executives and other key management employees with the interests of the Company’s stockholders in growing the market value of the Company. This practice resulted in shares being granted in previous years against the currently authorized number of shares under the 2010 Equity Compensation Plan (as defined below), which stockholders last approved in 2019. We believe that the 2010 Equity Compensation Plan has served its intended purposes well and will continue to do so over the next five to ten years.

For complete information on this proposal, please refer to page 80.

Proposal 4 — Ratification of Appointment of Independent Registered Public Accounting Firm

 

 

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THIS APPOINTMENT.

As a matter of good governance, it is important that stockholders vote to ratify the selection of the Company’s independent auditor. The Company has selected PricewaterhouseCoopers LLP as the Company’s independent auditor for fiscal 2024.

For complete information on this proposal, please refer to page 90.

 

 

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  General Information     LOGO  

 

NATIONAL FUEL GAS COMPANY

6363 MAIN STREET

WILLIAMSVILLE, NEW YORK 14221

PROXY STATEMENT

Introduction

 

 

This proxy statement is furnished to the holders of National Fuel Gas Company (“National Fuel” or the “Company”) common stock (the “Common Stock”) in connection with the solicitation of proxies on behalf of the Board of Directors of the Company (the “Board of Directors” or the “Board”) for use at the Annual Meeting of Stockholders (the “Annual Meeting”) to be held on March 8, 2024, or any adjournment or postponement thereof. This proxy statement and the accompanying proxy/voting instruction card are first being mailed to stockholders or made available on the Internet on or about January 19, 2024.

Solicitation of Proxies

 

 

All costs of soliciting proxies will be borne by the Company. MacKenzie Partners, Inc., 1407 Broadway, 27th Floor, New York, NY 10018, has been retained to assist in the solicitation of proxies by mail, telephone, and electronic communication and will be compensated in the estimated amount of $18,500 plus reasonable out-of-pocket expenses. A number of regular employees of the Company and its subsidiaries, and one or more retirees of the Company and its subsidiaries, may solicit proxies in person, by telephone or by other methods. Costs, if any, associated with solicitation by retirees are expected to be de minimis.

Record Date, Outstanding Voting Securities and Voting Rights

 

 

Only stockholders of record at the close of business on January 8, 2024, will be eligible to vote at the Annual Meeting or any adjournment or postponement thereof. As of that date, 92,124,231 shares of Common Stock were issued and outstanding. The holders of 46,062,116 shares will constitute a quorum at the meeting.

Each share of Common Stock entitles the holder thereof to one vote with respect to each matter that is subject to a vote at the Annual Meeting. Shares may not be voted unless the owner is present or represented by proxy. In order to grant a proxy, a stockholder can use the telephone, QR Code or Internet voting procedures or return a signed proxy card. All shares that are represented by effective proxies received by the Company in time to be voted shall be voted by the authorized Proxy at the Annual Meeting or any adjournment or postponement thereof.

If you hold your shares through a broker, bank or other nominee (in “street name”), you will receive instructions from them on how to vote your shares. If you do not give the broker specific instructions on how you would like your shares to be voted, your broker may only vote your shares on “routine” matters, such as Proposal 4 — Ratification of Appointment of Independent Registered Public Accounting Firm. However, your broker is prohibited from voting uninstructed shares on “non-routine” matters such as: Proposal 1 — Election of Directors; Proposal 2 — Advisory Approval of Named Executive Officer Compensation; and Proposal 3 — Approval of the Amended and Restated 2010 Equity Compensation Plan. The absence of voting instruction results in what is called a “broker non-vote” on those proposals and will not be counted. Your vote is important. PLEASE MAKE YOUR VOICE HEARD BY VOTING YOUR SHARES ON THESE IMPORTANT MATTERS.

Where stockholders direct how their votes shall be cast, shares will be voted in accordance with such directions. Proxies submitted with abstentions and broker non-votes will be included in determining whether or not a quorum is present. Abstentions and broker non-votes will not be counted in tabulating the number of votes cast on proposals submitted to stockholders and therefore will not have the effect of a vote cast for or against any proposal.

 

 

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     National Fuel Gas Company  |  2024 PROXY STATEMENT   11


General Information

 

The proxy also confers discretionary authority to vote on all matters that may properly come before the Annual Meeting, or any adjournment or postponement thereof, respecting: (i) matters of which the Company did not have timely notice but that may be presented at the meeting; (ii) approval of the minutes of the prior annual meeting of stockholders; (iii) the election of any person as a director if a nominee is unable to serve or for good cause will not serve; (iv) any stockholder proposal omitted from this proxy statement pursuant to Rule 14a-8 or 14a-9 of the Securities and Exchange Commission’s (the “SEC”) proxy rules; and (v) all matters incident to the conduct of the meeting.

With respect to Proposal 1, the affirmative vote of a plurality of the votes cast by the holders of shares of Common Stock entitled to vote is required to elect each of the nominees for director. Approval of each of Proposals 2, 3 and 4 requires a majority of the votes cast by the holders of shares of Common Stock entitled to vote on the proposal.

Attending the Meeting

 

 

The Company is holding the Annual Meeting in a virtual meeting format only on March 8, 2024 at 10:00 a.m. Eastern Time. Stockholders as of the close of business on January 8, 2024, the record date, are entitled to participate in the Annual Meeting, including to vote their shares and ask questions.

To participate in the virtual Annual Meeting, please visit www.virtualshareholdermeeting.com/NFG2024, where you will be prompted to enter the 16-digit control number found on your proxy card or your voting instruction form provided by your broker, bank, or other nominee. If you receive your Annual Meeting materials electronically and wish to participate in the virtual meeting, please follow the instructions provided online for attendance. Once you have joined the virtual meeting, you may vote your shares electronically during the meeting by following the instructions available on the meeting website.

Questions for the Meeting

 

 

Stockholders as of the record date who participate in the virtual Annual Meeting using their control number (as described above) will have an opportunity to submit questions during the meeting. The Company will try to answer as many stockholder-submitted questions that comply with the posted rules of conduct as time permits. If the Company receives substantially similar questions, the Company will group such questions together and provide a single response to avoid repetition.

Additional Information about the Meeting

 

 

Additional information regarding the rules of conduct and procedures for participating in the virtual Annual Meeting will be posted prior to and during the meeting at www.virtualshareholdermeeting.com/NFG2024.

Revoking a Proxy

 

 

Any stockholder giving a proxy may revoke it at any time prior to the voting thereof by mailing a revocation or a subsequent proxy to National Fuel Gas Company, Attn: Michael W. Reville, Secretary of the Company, 6363 Main Street, Williamsville, NY 14221, by voting a subsequent proxy by phone, QR Code or by Internet, or by filing written revocation at the meeting with Mr. Reville, Secretary of the meeting, or by casting a ballot at the meeting. If you are an employee stockholder or retired employee stockholder, you may revoke voting instructions given to the Trustee by following the instructions under “Employee and Retiree Stockholders” in this proxy statement.

Employee and Retiree Stockholders

 

 

If you are a participant in the Company’s Employee Stock Ownership Plan or any of the Company’s Tax-Deferred Savings Plans (the “Plans”), the proxy card will also serve as a voting instruction form to instruct Vanguard Fiduciary Trust Company (the “Trustee”) for the Plans, as to how to vote your shares. All shares of Common Stock for which the Trustee has not received timely directions shall be voted by the Trustee in the same proportion as the shares of Common Stock for which the Trustee received timely directions, except in the case where to do so would be inconsistent with the provisions of Title I of

the Employee Retirement Income Security Act (“ERISA”). If the voting instruction form is returned signed but without directions marked for one or more items, regarding the unmarked items you are instructing the Trustee and the Proxies to

 

 

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12    National Fuel Gas Company  |  2024 PROXY STATEMENT    


General Information

 

vote FOR all of the director nominees named in this proxy statement, FOR Proposal 2, FOR Proposal 3, and FOR Proposal 4. Participants in the Plan(s) may also provide those voting instructions by telephone, QR Code or the Internet. Those instructions may be revoked by re-voting or by written notice to the Trustee on or before noon on March 6, 2024 in care of the following address:

To: Vanguard Fiduciary Trust Co.

c/o National Fuel Gas Company

Attn: Legal Department

6363 Main Street

Williamsville, NY 14221

Multiple Copies of Proxy Statement

 

 

The Company has adopted a procedure approved by the SEC called “householding.” Under this procedure, some stockholders of record who have the same address and last name may receive only one copy of the proxy statement and the Company’s annual report. However, if any stockholder wishes to revoke consent for householding and receive a separate annual report or proxy statement for the upcoming Annual Meeting or in the future, he or she may telephone, toll-free, 1-866-540-7095. The stockholder will need their 16-digit control number and should simply follow the prompts. Stockholders may also write Broadridge Householding Department, 51 Mercedes Way, Edgewood, NY 11717. Stockholders sharing an address who wish to receive a single set of reports may do so by contacting their banks or brokers if they are the beneficial holders, or by contacting Broadridge at the address provided above if they are the record holders. This procedure will reduce our printing costs and postage fees and reduce the quantity of paper arriving at your address.

Stockholders who participate in householding will continue to receive separate proxy cards. Householding will not affect your dividend check mailings.

For additional information on householding, please see “IMPORTANT NOTICE REGARDING DELIVERY OF STOCKHOLDER DOCUMENTS” in this proxy statement.

Other Matters

 

 

The Board of Directors does not know of any other matter that will be presented for consideration at the Annual Meeting. If any other matter does properly come before the Annual Meeting, the Proxies will vote in their discretion on such matter.

Annual Report

 

 

Mailed herewith or made available on the Internet is a copy of the Company’s Annual Report for the fiscal year ended September 30, 2023 (“fiscal 2023”). The Company will furnish any exhibit to its Form 10-K upon request to the Secretary at the Company’s principal office, and upon payment of $5 per exhibit.

 

 

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     National Fuel Gas Company  |  2024 PROXY STATEMENT   13


 

Proposal 1.

Election of Directors

    LOGO  

 

Your Company’s Board of Directors is a multi-disciplined cohesive and engaged group whose experiences reflect the integrated nature of the Company’s business. The following matrix summarizes the key skills, attributes and experiences of each of our directors that are most relevant to their board service. The matrix is not intended to list each and every skill, experience, knowledge or other attribute of our directors. The diversity and breadth of knowledge, skill, experience, and attributes of our directors, collectively, lends itself to a highly collaborative and effective Board. To that end, we believe that each of the Company’s directors makes unique, valuable and substantial contributions to the Board and the leadership of our Company.

A biography for each director, including detailed qualifications, is included beginning on page 16.

 

                       
          LOGO             LOGO             LOGO             LOGO             LOGO             LOGO             LOGO             LOGO             LOGO             LOGO             LOGO     

Independent

 

🌑

     

🌑

 

🌑

 

🌑

 

🌑

 

🌑

 

🌑

 

🌑

 

🌑

 

🌑

Senior Leadership

 

🌑

 

🌑

 

🌑

 

🌑

 

🌑

 

🌑

 

🌑

 

🌑

 

🌑

 

🌑

 

🌑

Energy Industry

 

🌑

 

🌑

 

🌑

 

🌑

     

🌑

 

🌑

 

🌑

 

🌑

 

🌑

 

🌑

Other Public Company Board

 

🌑

     

🌑

     

🌑

 

🌑

 

🌑

 

🌑

 

🌑

     

🌑

Operational/Safety

 

🌑

     

🌑

 

🌑

 

🌑

 

🌑

 

🌑

 

🌑

 

🌑

 

🌑

 

🌑

Legal/Regulatory/Government Relations

 

🌑

 

🌑

     

🌑

             

🌑

 

🌑

 

🌑

 

🌑

Risk Management

 

🌑

 

🌑

 

🌑

         

🌑

 

🌑

 

🌑

 

🌑

 

🌑

 

🌑

Consumer/Customer Relations

 

🌑

 

🌑

         

🌑

         

🌑

 

🌑

 

🌑

 

🌑

Financial/Accounting

 

🌑

 

🌑

 

🌑

                 

🌑

         

🌑

Environmental/Sustainability/Energy Transition

 

🌑

         

🌑

 

🌑

     

🌑

               

Age(1)

 

62

 

54

 

68

 

67

 

65

 

70

 

66

 

65

 

67

 

70

 

71

Tenure(1)

 

5

 

4

 

4

 

12

 

6

 

9

 

8

 

10

 

7

 

17

 

10

Gender Diversity

         

🌑

             

🌑

               

Racial/Ethnic Diversity

                 

🌑

                       

 

(1)

As of March 8, 2024 (Annual Meeting).

Your Board of Directors has continued its efforts to attract qualified, diverse candidates whose expertise and personal characteristics align with the Company’s long-term business strategy. Our Nominating/Corporate Governance Committee, which makes recommendations to the full Board on nominees for director positions, has invited qualified gender and racially diverse candidates to stand for election to the Board, with successful results. Three of the Company’s last six directors to join the Board have increased Board diversity.

 

 

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Proposal 1. Election of Directors

 

Nominees for Election as Directors at the 2024 Annual Meeting of Stockholders

 

 

At the Annual Meeting, 11 individuals will be elected to serve as directors for one-year terms expiring in 2025. The nominees for the 11 directorships are: David H. Anderson, David P. Bauer, Barbara M. Baumann, David C. Carroll, Steven C. Finch, Joseph N. Jaggers, Rebecca Ranich, Jeffrey W. Shaw, Thomas E. Skains, David F. Smith and Ronald J. Tanski. The nomination process is discussed under “Process for Nominating Directors” below.

The Company’s Restated Certificate of Incorporation (the “Certificate”) was amended after the 2021 Annual Meeting of Stockholders to provide for the gradual declassification of the Board of Directors. Under the Certificate as amended, at the upcoming Annual Meeting the Company will complete the process of transitioning to the annual election of all directors. Directors hold office until the next annual meeting following their election and until their respective successors are elected and qualify, subject to prior death, resignation, retirement, disqualification or removal from office.

It is intended that the Proxies will vote for the election of each of the Company’s nominees, unless the Proxies are otherwise directed by the stockholders. Although the Board has no reason to believe that any of the nominees will be unavailable for election or service, stockholders’ proxies confer discretionary authority upon the Proxies to vote for the election of another nominee for director in the event any nominee is unable to serve, or for good cause will not serve. Each of the nominees has consented to being named in this proxy statement and to serve if elected.

The affirmative vote of a plurality of the votes cast by the holders of shares of Common Stock entitled to vote is required to elect each of the nominees for director.

 

 

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Proposal 1. Election of Directors

 

LOGO   

 

The Board of Directors recommends that you vote FOR
the election of each of the 11 nominees named below.

David H. Anderson

 

 

LOGO

AGE:* 62

 

DIRECTOR SINCE:

2019

 

BOARD COMMITTEES:

•  Audit

•  Compensation

•  Financing

 

PUBLIC COMPANY

DIRECTORSHIPS

Northwest Natural Holding Company

 

EDUCATION:

•  Texas Tech University, B.B.A. in Accounting

•  Certified Public
Accountant (retired)

•  Chartered Global Management Accountant

 

* All ages are as of the Annual Meeting date.

   

Professional Experience:

Mr. Anderson is Chief Executive Officer of Northwest Natural Holding Company (“Northwest Holdings”) and Northwest Natural Gas Company (“Northwest Natural”), a local distribution company that provides natural gas service to approximately 2.5 million people in Oregon and Southwest Washington through over 795,000 connections with one of the most modern pipeline systems in the nation. Northwest Holdings’ subsidiaries also provide water distribution and wastewater services to communities throughout the Pacific Northwest and Texas, serving approximately 155,000 people through 63,000 connections across five states. In addition, NW Natural Renewables, LLC, a subsidiary of Northwest Holdings, is focused on providing cost-effective solutions to decarbonize a variety of sectors, utilizing existing waste streams and renewable energy resources. Mr. Anderson has held a series of positions with increasing responsibility at Northwest Holdings and its subsidiaries since joining the company in 2004, including Chief Operating Officer, Chief Financial Officer, and President. During his time as CFO, Mr. Anderson established and managed the company’s corporate enterprise risk management process. Previously, he was Senior Vice President and Chief Financial Officer at TXU Gas Company and Chief Accounting Officer at TXU Corporation, an energy services company that included electricity generation and the transmission and distribution of electricity and natural gas. Mr. Anderson serves as a director of Northwest Holdings and Northwest Natural. He is also a director of the American Gas Association (AGA), where he is past Chair of the Board, immediate past Chair of the Finance Committee, and a member of the Executive Committee, Audit Committee, and Safety, Resilience/Reliability and Security Task Force. He is a past Co-Chair of the AGA Clean Energy Task Force, and past Chair of the AGA Audit Committee, the AGA Compensation Committee, and the AGA Fiscal and Tax Committee. Mr. Anderson is a board trustee of the American Gas Foundation. Additionally, he serves as a director of the Oregon Business Council, and he has been appointed by former Oregon Governor Kate Brown to serve on Oregon’s Global Warming Commission. He is also a member of the Founders’ Circle of SOLVE, an Oregon non-profit dedicated to environmental stewardship.

 

Qualifications:

Mr. Anderson’s extensive financial and operational experience in the electric and natural gas industries and leadership roles on environmental matters provide the Board with important perspectives with respect to the Company’s business operations, sustainability, risk management and financial positioning. The combined professional skills and energy industry insights Mr. Anderson brings to the Board strengthen the Board’s collective knowledge, capabilities, and experience. Mr. Anderson’s experience in highly regulated industries impacted by emerging climate initiatives enables him to provide valuable perspective and management oversight on subjects including public policy, government relations, and regulatory compliance. In addition, the significant roles he has held in accounting and finance qualify Mr. Anderson as an “Audit Committee Financial Expert” under the Securities and Exchange Commission’s rules.

 

 

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Proposal 1. Election of Directors

 

David P. Bauer

 

 

LOGO

AGE: 54

 

DIRECTOR SINCE:

2020

 

BOARD COMMITTEES:

•  Executive

•  Financing

 

EDUCATION:

Boston College, B.S. in Accounting

 

   

Professional Experience:

Mr. Bauer has been President and Chief Executive Officer of the Company since 2019. He previously served as President of National Fuel Gas Supply Corporation, the Company’s principal pipeline and storage subsidiary, from 2016 to 2019, and as Treasurer and Principal Financial Officer of the Company from 2010 to 2019. Mr. Bauer joined the Company in 2001, after more than 10 years in public accounting at PricewaterhouseCoopers LLP, and served as Assistant Treasurer or Treasurer of the Company’s various operating subsidiaries from 2004 to 2019. He is a director of the American Gas Association, Invest Buffalo Niagara, Catholic Health System, and YMCA Buffalo Niagara. He also serves as chairman of the audit committee of D’Youville University and as a member of the Canisius University Business Advisory Council and the Diocese of Buffalo Investment Committee.

 

Qualifications:

As a member of the Company’s executive team since 2004, Mr. Bauer brings to the Board substantial management experience and in-depth knowledge of the Company’s operations and strategic direction. His oversight of key infrastructure modernization and expansion projects and the continued growth of the Company’s Appalachian development program together with his leadership role in maintaining the Company’s fiscal strength, assists the Board with investment strategy, capital allocation and risk management. In addition, Mr. Bauer’s deep ties to Western New York, the location of the Company’s corporate headquarters, enhances the Board’s understanding of local and regional issues. Mr. Bauer has also been instrumental in furthering the Company’s community outreach initiatives, including the Company’s inaugural Days of Doing volunteer service program in October 2022.

 

 

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     National Fuel Gas Company  |  2024 PROXY STATEMENT   17


Proposal 1. Election of Directors

 

Barbara M. Baumann

 

 

LOGO

AGE: 68

 

DIRECTOR SINCE:

2020

 

BOARD COMMITTEES:

•  Audit

•  Financing

 

PUBLIC COMPANY

DIRECTORSHIPS /

PRIVATE COMPANY TRUSTEESHIPS

Devon Energy Corporation Putnam Mutual Funds

 

FORMER PUBLIC COMPANY DIRECTORSHIPS

•  Buckeye Partners, L.P.

•  SM Energy Company

•  CVR Energy, Inc.

•  UNS Energy Corporation

 

EDUCATION:

•  Mount Holyoke College, B.A.

•  Wharton School of the University of Pennsylvania, MBA

 

   

Professional Experience:

Ms. Baumann is a former BP Amoco executive who currently serves as President and Owner of Cross Creek Energy Corporation, an energy advisory firm with investments in the domestic oil and gas industry. Prior to founding her own firm in 2003, Ms. Baumann was Executive Vice President of Associated Energy Managers, a private equity firm investing in energy companies. Ms. Baumann began her 18-year career with Amoco (later BP Amoco) in 1981. She served in various areas of finance and operations, including Chief Financial Officer of Ecova Corporation, Amoco’s wholly owned environmental remediation business, and Vice President of Amoco’s San Juan Basin business unit. She is Chair of the Board of Directors of Devon Energy Corporation, and Vice Chair of the independent Board of Trustees of Putnam Mutual Funds. In addition, she is a senior advisor for First Reserve Corporation, a private equity firm focused on energy, and formerly served as a director of privately held companies Ascent Resources, Texas American Resources II (TARC II) and IOG Resources. Ms. Baumann also previously served on the boards of Buckeye Partners, L.P., SM Energy Company, CVR Energy, Inc., UNS Energy Corporation, and privately held Hat Creek Energy Corporation. She is a former board member and treasurer of The Denver Foundation, current member of its investment committee, and a member of the finance committee of Children’s Hospital Colorado. She is also a past member and past chair of the Board of Trustees of Mount Holyoke College.

 

Qualifications:

Ms. Baumann brings to the Board extensive knowledge of the energy industry, including particular expertise in the oil and gas exploration and production sector. Over the course of her distinguished career, she has gained broad strategic planning, economic evaluation, operational, natural gas marketing, and human resources management skills and experience, which are important to the oversight of financial, operational, and compensation management functions. She also has significant financial, accounting and risk management experience, qualifying her as an “Audit Committee Financial Expert” under the Securities and Exchange Commission’s rules. Ms. Baumann’s service on other public and private company boards enhances her strong corporate governance background, and her position as an independent trustee of a large family of mutual funds provides insight into the perspective of institutional stockholders.

 

 

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18    National Fuel Gas Company  |  2024 PROXY STATEMENT    


Proposal 1. Election of Directors

 

David C. Carroll

 

 

LOGO

AGE: 67

 

DIRECTOR SINCE:

2012

 

BOARD COMMITTEES:

•  Executive

•  Nominating/ Corporate Governance

 

FORMER COMPANY

DIRECTORSHIPS

Versa Power Systems, Inc.

(wholly owned subsidiary of

FuelCell Energy, Inc.)

 

EDUCATION:

•  University of Pittsburgh,
B.S. in Chemical
Engineering

•  Lehigh University, MBA

•  Stanford University
Graduate School of
Business, Stanford
Executive Program

 

   

Professional Experience:

Mr. Carroll is the former President and CEO of GTI Energy (“GTI”), a leading research and training organization focused on developing, scaling and deploying energy transition solutions. He led GTI from 2006 until 2022, spearheading a significant expansion of its business, and previously served as Vice President of Business Development. Prior to joining GTI, he held various technical and management positions with industrial companies Praxair, Inc., Chicago Bridge & Iron, and Air Products and Chemicals, Inc. He currently serves as President of the American Gas Foundation, a 501(c)(3) organization and critical source of information designed to guide energy and environmental public policy development and spur innovation. Mr. Carroll serves as a Strategic Advisor to Inter-Atlantic Energy Capital Ventures, an early-stage technology venture fund focusing on the ESG imperatives and digital transformation of the natural gas industry. He is a member of the Technical Advisory Board of Mountain View Clean Energy, a start-up company whose principal purpose is to advance low carbon hydrogen and ammonia production worldwide. He chaired the steering committee for the 17th International Conference and Exhibition on Liquefied Natural Gas in Houston (2013). In 2015, Mr. Carroll was named President of the International Gas Union, a term that concluded in 2018 as the United States held the 2018 World Gas Conference in Washington, D.C. He is also a former member of the Governing Board of Stanford University’s Natural Gas Initiative.

 

Qualifications:

Mr. Carroll is a highly respected leader in the global energy sector, having directed the development of strategies, technologies, and innovations necessary to drive transformation of the global energy system. His multi-faceted knowledge of the natural gas industry brings economic, technological and leadership experience to the Board. Mr. Carroll has expertise on unconventional gas production, transmission and distribution pipeline integrity and end use technologies, as well as insight into market and industry developments and conditions, including developments related to the energy transition toward low-carbon fuels. This unique combination of skills contributes to the Board’s oversight of our integrated natural gas operations, including the deployment of technology to enhance safety, reliability, and emissions reductions, and provides valuable insight into risks and opportunities for the continued growth of the Company’s various business segments, as well as insight into global energy trends and emerging industries. Mr. Carroll is involved in both the domestic and international natural gas business communities, providing the Board with a broad perspective on emerging technical, regulatory and economic issues, including climate initiatives and the positioning of natural gas among future global energy supplies.

 

 

 

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     National Fuel Gas Company  |  2024 PROXY STATEMENT   19


Proposal 1. Election of Directors

 

Steven C. Finch

 

 

LOGO

AGE: 65

 

DIRECTOR SINCE:

2018

 

BOARD COMMITTEES:

•  Audit

•  Nominating/ Corporate Governance

 

PUBLIC COMPANY DIRECTORSHIPS

•  Allient Inc.

 

EDUCATION:

Kettering University
(formerly General
Motors Institute), B.S. in
Electrical Engineering

 

   

Professional Experience:

Mr. Finch is the former President of Manufacturing and Director of Community Engagement at Viridi Parente, Inc., a developer and manufacturer of environmentally conscious energy usage and storage products. Previously he served as Plant Manager of the General Motors (“GM”) Tonawanda Engine Plant, one of Western New York’s largest manufacturers with approximately 1,600 employees. Mr. Finch, a Western New York native, began his 41-year career with GM in 1976 as a General Motors Institute co-op student at the Chevrolet Gear and Axle Plant in Buffalo, N.Y. Over the course of 30 years, he held several assignments with increasing responsibility at various GM facilities outside Buffalo before becoming Tonawanda Engine Plant Manager in 2007. Mr. Finch is a member of the Board of Directors of Allient Inc. (formerly Allied Motion Technologies Inc.), a designer and manufacturer of precision and specialty controlled motion components and systems. He is a member of the Board of Directors of the Community Foundation for Greater Buffalo, serving on its Racial Equity Roundtable initiative, and the Northland Workforce Training Center. He is past Chairman of the Board of the Buffalo Urban League, past Chairman of the Board of the United Way of Buffalo and Erie County, and a past board member and Senior Vice President of the Automobile Association of America Western and Central New York.

 

Qualifications:

With a career spanning more than four decades, Mr. Finch has a proven track record of leadership during a period of significant evolution for the automotive industry. Mr. Finch helped navigate the GM workforce through economic downturn and bankruptcy. After a reorganization, he successfully secured the addition of three new engine product lines, ultimately overseeing investments at the plant totaling more than $3 billion during his 10-year tenure. Through his extensive career, including his work on the future of mobile and in-place energy usage, Mr. Finch developed expansive and diverse experience in manufacturing and customer relations, as well as in capital and labor management. Mr. Finch’s success in managing highly technical operations and delivering quality products in a safe, environmentally responsible and cost-effective manner has direct application to National Fuel’s work in the energy industry, including the Company’s focus on environmental stewardship and emissions reductions, employee safety and commitment to the provision of outstanding service to residential customers. Mr. Finch’s experience in senior level oversight during periods of significant industry challenge and disruption provides an important perspective on organizational transformation and the management of regulatory and economic change. Mr. Finch’s extensive management roles provide experience on attracting and retaining talent within the Company’s region and provide guidance to the Board on improving our diverse and inclusive culture. Furthermore, Mr. Finch’s strong community presence positions him to provide guidance and insight to the Board on local and regional matters, and provides an important connection between the Company and the communities it serves.

 

 

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Proposal 1. Election of Directors

 

Joseph N. Jaggers

 

 

LOGO

AGE: 70

 

DIRECTOR SINCE:

2015

 

BOARD COMMITTEES:

•  Audit

•  Compensation, Chair
Executive

 

FORMER PUBLIC

COMPANY

DIRECTORSHIPS

•  QEP Resources, Inc.

•  Jagged Peak Energy Inc.

•  Bill Barrett Corporation

•  Mission Resources
Corporation

 

EDUCATION:

United States Military
Academy at
West Point, B.S.

 

   

Professional Experience:

Mr. Jaggers is the founder and former President, Chief Executive Officer and Chairman of Jagged Peak Energy Inc., formerly an independent oil and natural gas exploration and production company. Before forming Jagged Peak Energy in 2013, Mr. Jaggers served as President and Chief Executive Officer and as director of Ute Energy, LLC, from 2010 until its sale in 2012. From 2006 to 2010, he served as director, President and Chief Operating Officer of Bill Barrett Corporation. From 2001 to 2006, he was Vice President, Exploration & Production, for Williams Companies. Previously, he served as President and Chief Operating Officer of Barrett Resources, from 2000 until its sale to Williams in 2001. From 1981 through 2000, he worked for BP Amoco in various domestic and international assignments of increasing responsibility culminating in executive oversight for the Northern North Sea, one of BP’s largest producing assets at the time. Mr. Jaggers is past President of the Colorado Oil and Gas Association, past Executive Director of the Independent Producers Association of the Mountain State and an inductee into the Rocky Mountain Oil and Gas Hall of Fame.

 

Qualifications:

With more than 40 years of experience in the oil and gas industry, including a long record of creating value through efficiently achieving production and reserve growth, Mr. Jaggers has familiarity with energy market cycles and dynamics and contributes significantly to the Board’s oversight of our exploration and production business. Mr. Jaggers’ extensive operational experience in diverse producing basins provides the Board with substantial insight in assessing various risks that may affect oil and gas operations at the Company. With experience as a senior leader in a number of large, publicly traded exploration and production companies, Mr. Jaggers adds significant operational depth to the Board as well as an understanding of effective and efficient resource development. These attributes assist the Board in its oversight of the ongoing development of the Company’s various natural gas assets and evaluation of the continued advancement of the Company’s Appalachian drilling program.

 

 

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     National Fuel Gas Company  |  2024 PROXY STATEMENT   21


Proposal 1. Election of Directors

 

Rebecca Ranich

 

 

LOGO

AGE: 66

 

DIRECTOR SINCE:

2016

 

BOARD COMMITTEES:

•  Audit

•  Nominating/Corporate Governance, Chair

 

COMPANY DIRECTORSHIPS

•  GTI Energy

 

FORMER PUBLIC

COMPANY

DIRECTORSHIPS

•  Questar Corporation

•  Cardno Limited

•  Uniper SE

 

EDUCATION:

•  Northwestern University, B.A. in Soviet Studies

•  University of Detroit Mercy, MBA

 

   

Professional Experience:

Ms. Ranich is a former director at Deloitte Consulting, LLP, where she led the firm’s Energy and Sustainability Investment Advisory Services for public sector clients, providing counsel on more than $1 billion of investments. Her practice focused on strategic energy investments designed to mitigate and manage risks related to energy supply, demand and climate change issues. Preceding her position at Deloitte, Ms. Ranich worked at PSG International, where she was a member of the management team leading negotiations to implement the Trans-Caspian Gas Pipeline, a multi-billion dollar, 1,700-kilometer pipeline project transporting natural gas from Turkmenistan to Turkey. She was previously a Vice President at Michael Baker Corporation, an international engineering, energy and environmental services firm. While at Baker, she held executive responsibility for delivering energy and environmental engineering services in Europe, Russia and the Caspian region, overseeing projects with a construction value in excess of $40 billion. She managed offices in London, Naples, Wiesbaden and Moscow. Ms. Ranich served as a member of the Board of Directors of Questar Corporation from 2013 to 2016, when Questar was acquired by Dominion Resources, Inc. At Questar she was Chair of the Board’s Governance and Nominating Committee. She is a former member of the Board of Directors of Cardno Limited, an Australian infrastructure and environmental services company, and a former member of the Supervisory Board at Uniper SE, a German power generation and energy supply chain corporation. She serves as Chair of the Board of the GTI Energy and Chair of its Investment Committee, and she is a Strategic Advisory Board member at WAVE Equity Partners, a clean technology innovation investment group. In addition to being an investor in and advisor to emerging technology companies, Ms. Ranich is a member of the Technology Commercialization Panel for the Johns Hopkins University Applied Physics Laboratory.

 

Qualifications:

Ms. Ranich’s wealth of experience and formidable skills in strategic energy investments, project development, risk management and corporate governance contribute significantly to the Board. With her work on sustainable environmental practices and extensive global industry experience, including first-hand involvement in high-risk environments and large-scale projects designed to effect significant advancements in the delivery of energy, Ms. Ranich complements the diverse backgrounds on the Board, adds a keen understanding of risk, particularly related to the ongoing energy transition, and provides a unique global perspective. Ms. Ranich also brings to the Board her prior experience as chair of a public company corporate governance committee, and a successful track record of establishing, building and leading energy-focused businesses.

 

 

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22    National Fuel Gas Company  |  2024 PROXY STATEMENT    


Proposal 1. Election of Directors

 

Jeffrey W. Shaw

 

 

LOGO

AGE: 65

 

DIRECTOR SINCE:

2014

 

BOARD COMMITTEES:

•  Audit, Chair

•  Nominating/ Corporate Governance

 

FORMER PUBLIC

COMPANY

DIRECTORSHIPS

Southwest Gas Corporation

 

EDUCATION:

•  University of Utah, B.S.
in Accounting

•  Certified Public
Accountant

 

   

Professional Experience:

Mr. Shaw retired as Chief Executive Officer of Southwest Gas Corporation (“Southwest”) in 2015. He was named Chief Executive Officer and a director of Southwest in 2004 and also served as President of Southwest at various times from 2003 to 2014. Previously Mr. Shaw, a CPA, held various positions at Southwest, including Director of Internal Audit, Controller and Chief Accounting Officer, Vice President/Controller and Chief Accounting Officer, Vice President and Treasurer, Senior Vice President/Finance and Treasurer, and Senior Vice President/Gas Resources and Pricing. During his time at Southwest, Mr. Shaw was involved in the design of the company’s enterprise risk management process, as well as the implementation of various safety policies and programs. He worked for Arthur Andersen & Co. in its Dallas and Las Vegas offices in the audit division prior to joining Southwest in 1988. He is a member of the American Institute of Certified Public Accountants, the Nevada Society of CPAs and the Leadership Las Vegas Alumni Association. Mr. Shaw is a member of the Advisory Board of the University of Utah David Eccles School of Business and is a member and past Chairman of the Broadcast Leadership Council at Brigham Young University. He is a past director of the American Gas Association, past Chairman and director of the Western Energy Institute and past President and trustee of the Las Vegas Area Council of the Boy Scouts of America.

 

Qualifications:

Mr. Shaw’s extensive executive management and financial experience at an energy company with regulated natural gas businesses similar to those of the Company provides the Board with valuable perspective and understanding of state regulatory activities. In particular, Mr. Shaw’s accounting and finance background, and the significant roles he has held in these areas over his career, qualify him as an “Audit Committee Financial Expert” under the Securities and Exchange Commission’s rules and enable him to play a key role in performing the Board’s audit and risk oversight functions. In addition, Mr. Shaw’s background and financial expertise contribute to the Board’s understanding and guidance on financial matters. Mr. Shaw is the Company’s Lead Independent Director.

 

 

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Proposal 1. Election of Directors

 

Thomas E. Skains

 

 

LOGO

AGE: 67

 

DIRECTOR SINCE:

2016

 

BOARD COMMITTEES:

•  Compensation

•  Nominating/ Corporate Governance

 

PUBLIC COMPANY

DIRECTORSHIPS

•  Duke Energy Corporation

•  Truist Financial
Corporation

 

FORMER PUBLIC

COMPANY

DIRECTORSHIPS

Piedmont Natural Gas
Company, Inc.

 

EDUCATION:

•  Sam Houston State
University, B.B.A

•  University of Houston
Law School, J.D.

 

   

Professional Experience:

Mr. Skains is the former Chairman of the Board, Chief Executive Officer and President of Piedmont Natural Gas Company, Inc. (“Piedmont”), serving from 2002 as President and from 2003 as Chairman and CEO, until his retirement in 2016. Previously, Mr. Skains held various positions at Piedmont, including Chief Operating Officer and Senior Vice President — Marketing and Supply Services. Mr. Skains held positions of increasing responsibility with Transcontinental Gas Pipe Line Corporation (“Transco”), which he joined in 1981 as an attorney and served as corporate and senior attorney before being named Vice President in 1986 and Senior Vice President — Transportation and Customer Services in 1989. In 2016, Mr. Skains became a director at Duke Energy Corporation, where he has chaired its Regulatory Policy Committee and served on its Finance and Risk Management and Nuclear Oversight Committees, and where he currently serves on its Compensation and People Development and Corporate Governance Committees. Mr. Skains has served as a director of Truist Financial Corporation (formerly BB&T Corporation) since 2009, where he serves as Lead Independent Director and as a member of each of the Executive, Risk, and Nominating and Governance Committees, and where he previously chaired each of those committees. Mr. Skains has also served as a director at Truist Financial Corporation’s subsidiary, Truist Bank (formerly Branch Banking and Trust Company), since 2013, where he serves as a member of the Executive Committee and as a member and former chair of the Risk Committee. Mr. Skains previously served on the Charlotte Chamber of Commerce Board of Directors and was Chairman in 2015. He also served on the boards of several industry and community organizations, including GTI Energy, the American Gas Association (as Chairman in 2009), the Southern Gas Association (as Chairman in 2006), and the American Gas Foundation, a not-for-profit energy research group.

 

Qualifications:

Mr. Skains’ strong leadership and strategic management skills provide the Board with a valuable perspective on the complexities, challenges and opportunities facing the natural gas industry. Through his experiences at Piedmont and Transco, as well as his ongoing directorship at Duke Energy, Mr. Skains contributes significant knowledge of the legal and regulatory issues encountered by project sponsors in developing energy infrastructure, including natural gas pipeline projects. Mr. Skains brings to the Board extensive knowledge of the natural gas industry, and he is able to use his legal training and experience as a corporate energy attorney to provide valuable insight on legal and regulatory compliance matters, as well as risk management and corporate governance matters.

 

 

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Proposal 1. Election of Directors

 

David F. Smith

 

 

LOGO

AGE: 70

 

DIRECTOR SINCE:

2007

 

BOARD COMMITTEES:

•  Executive, Chair

•  Financing, Chair

 

COMPANY DIRECTORSHIPS

•  GTI Energy

 

EDUCATION:

•  State University of
New York at Fredonia,
B.A. in Political Science

•  State University of
New York at Buffalo
School of Law, J.D.

 

   

Professional Experience:

Mr. Smith has been Chairman of the Board of the Company since 2010. He also served as Chief Executive Officer of the Company from 2008 to 2013; as President of the Company from 2006 to 2010; and as Chief Operating Officer of the Company from 2006 to 2008. Mr. Smith was also President and/or Chairman of each of the Company’s major subsidiaries over the course of his career. He is a former director of GTI Energy and the American Gas Association, former Chairman of the Board of the Business Council of New York State, and an emeritus member of the State University of New York at Buffalo Law School Dean’s Advisory Council. He is also past Chairman of the Northeast Gas Association and Buffalo Niagara Enterprise.

 

Qualifications:

Mr. Smith brings to the Board significant industry and Company expertise and leadership experience. His 36-year tenure with the Company, which included key leadership positions within all of the Company’s business segments has resulted in significant knowledge of the Company’s history and strategies during its substantial growth from a regional utility to a much larger diversified energy company. He also brings a long and active participation in industry groups that identify and address important issues facing the Company and has well-established relationships of trust with other industry leaders. In addition, Mr. Smith has deep ties to businesses and civic organizations in Western New York (the location of the Company’s corporate headquarters and most of its business units). His experience as an active participant during decades of regulatory evolution at the state and federal levels provides valuable perspective and insight into the political and regulatory trends impacting the Company’s regulated interstate pipeline and storage, and utility businesses.

 

 

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Proposal 1. Election of Directors

 

Ronald J. Tanski

 

 

LOGO

AGE: 71

 

DIRECTOR SINCE:

2014

 

BOARD COMMITTEES:

•  Executive

•  Financing

 

PUBLIC COMPANY

DIRECTORSHIPS

•  CMS Energy Corporation

•  Consumers Energy
Company

 

EDUCATION:

•  State University of
New York at Buffalo,
B.A. in Biology

•  State University of
New York at Buffalo,
MBA

•  State University of
New York at Buffalo
School of Law, J.D.

 

   

Professional Experience:

Mr. Tanski was President and Chief Executive Officer of the Company from 2013 until his retirement in 2019. He previously served as President and Chief Operating Officer of the Company from 2010 to 2013 and as Treasurer and Principal Financial Officer from 2004 to 2010. Mr. Tanski was President of National Fuel Gas Supply Corporation from 2008 to 2010 and President of National Fuel Gas Distribution Corporation from 2006 to 2008. He was previously Treasurer of those and other subsidiaries of the Company, and he also served in management roles at Seneca Resources Corporation (now Seneca Resources Company, LLC) and Horizon Energy Development, Inc. (sold in 2010). He is a member of the Board of Directors of CMS Energy Corporation and the Board of Directors of its wholly owned subsidiary, Consumers Energy Company. He previously served as a director of the Interstate Natural Gas Association of America (“INGAA”) and was INGAA Chairman in 2015. Mr. Tanski was a director of the American Gas Association and a member of the Council on Accountancy at Canisius College.

 

Qualifications:

Mr. Tanski has over four decades of industry experience, beginning his career as an attorney for the Company, and thereafter serving in various management capacities across the Company’s diversified energy business. Through his broad range of experience, including numerous senior leadership positions in both the Company’s regulated utility, and interstate natural gas transmission and storage businesses, as well as within the Company’s exploration and production subsidiary, he gained hands-on, practical knowledge about the natural gas industry, and virtually every aspect of the Company’s operations. Mr. Tanski’s role as CEO and substantial management experience with the Company’s subsidiaries, his detailed understanding of the Company’s integrated operations, and in particular, his financial and legal background with the Company, assist the Board with oversight of the Company’s operations. Mr. Tanski’s leadership roles at the Company during periods of regulatory change and through several commodity price cycles, as well as his participation with industry trade associations, including the prior chairmanship of a national pipeline trade association, also provide important insight into the business climates and regulatory environments in which the Company’s subsidiaries operate.

 

 

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  Corporate Governance     LOGO  

 

The Board of Directors is committed to effective corporate governance. The Board has adopted Corporate Governance Guidelines that provide a framework for the governance of the Company, and it regularly reviews corporate governance developments. The Board has implemented many strong governance practices, including maintaining a significant complement of independent directors (ten out of eleven), designating a Lead Independent Director, holding regular meetings of the non-management and/or independent directors, separating, at the Board’s discretion, the roles of Chairman of the Board and Chief Executive Officer, and providing a process for stockholders meeting certain requirements to have nominees included in the Company’s proxy materials. In addition, the Company’s Code of Business Conduct and Ethics, which applies to all directors, officers and employees, sets forth standards for conducting business in an honest and ethical manner.

Diversity

 

 

National Fuel’s commitment to diversity extends both to its workforce and your Board of Directors. Under the Company’s Corporate Governance Guidelines, the Board of Directors is required, when selecting candidates for re-election and candidates for Board membership, to consider factors that include diversity of perspectives, including all aspects of diversity (race, ethnicity, national origin, gender and other protected classes), to be brought to the Board by the individual members. In recent years, National Fuel’s Nominating/Corporate Governance Committee, which makes recommendations to the full Board on nominees for director positions, has invited qualified gender and racially diverse candidates to stand for election to the Board, with successful results. While currently at a full complement of directors, the Board will continue its efforts, when vacancies arise, to attract qualified, diverse Board candidates whose expertise and personal characteristics align with the Company’s long term business strategy. This commitment to diversity is reflected in the “Rooney Rule” incorporated into the Company’s Process for Identifying and Evaluating Nominees for Director (Exhibit B to the Corporate Governance Guidelines), which provides that, in identifying independent director candidates for nomination to the Board, the Nominating/Corporate Governance Committee, and any search firm it engages, is committed to including in any initial candidate pool qualified racially, ethnically and/or gender diverse candidates. Board member Rebecca Ranich serves as Chair of the Nominating/Corporate Governance Committee, and women have long occupied National Fuel’s top corporate levels. Today, for example, women hold the important policy-making positions of President of the Company’s Utility segment, and Controller and Principal Accounting Officer.

Director Independence

 

 

The Board of Directors has determined that directors Anderson, Baumann, Carroll, Finch, Jaggers, Ranich, Shaw, Skains, Smith and Tanski are independent, and that Mr. Bauer is not independent due to his current employment relationship with the Company. The Board’s determinations of director independence were made in accordance with the listing standards of the New York Stock Exchange (the “NYSE”) and SEC regulations.

Board Leadership Structure

 

 

Non-management directors meet at regularly scheduled executive sessions without management. In addition, the independent directors met during fiscal 2023, in accordance with NYSE listing standards. The sessions were chaired by Jeffrey W. Shaw, as Lead Independent Director.

In March 2023, the Board of Directors re-elected Mr. Smith as Chairman of the Board and Mr. Bauer as President and Chief Executive Officer. The Board believes this is the optimal leadership structure at this time and reviews and considers this structure at least annually. As in the past, it is the Board’s opinion that the stockholders’ interests are best served by allowing the Board to retain flexibility to determine the optimal organizational structure for the Company at a given time, including

whether the roles of Chairman and CEO should be filled by the same person. At times in the past the roles have been separate and at other times they have been combined. The members of the Board possess considerable experience and unique knowledge of the challenges and opportunities the Company faces, have significant industry experience and are well

 

 

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Corporate Governance

 

positioned to evaluate the Company’s needs and determine how best to organize the capabilities of the directors and management to meet those needs.

The Board of Directors provides a process for stockholders and other interested parties to send communications to the Board or to certain directors. Communications to the Lead Independent Director, to the non-management directors as a group, or to the entire Board should be addressed as follows: Lead Independent Director, c/o 6363 Main Street, Williamsville, NY 14221. All stockholder and interested parties’ communications addressed in such manner will go directly to the indicated directors. If the volume of communication becomes such that the Board determines to adopt a process for determining which communications will be relayed to Board members, that process will appear on the Company’s website at www.nationalfuel.com.

Annual Meeting Attendance

 

 

Last year, all directors attended the 2023 Annual Meeting, and all directors are expected to attend this year’s meeting.

Meetings of the Board of Directors and Standing Committees

 

 

In fiscal 2023, there were seven meetings of the Board of Directors. In addition, directors attended meetings of standing committees. The Audit Committee held nine meetings, the Compensation Committee held five meetings, the Executive Committee and Financing Committee each held one meeting, and the Nominating/Corporate Governance Committee held four meetings. During fiscal 2023, all directors attended at least 75% of the aggregate of meetings of the Board and of the committees of the Board on which they served. In addition, Board members are encouraged to and regularly attend meetings of committees on which they do not serve, although committee decision-making is reserved to committee members.

The table below shows the number of committee meetings conducted in fiscal 2023 and the directors who served on these committees as of September 30, 2023.

 

      BOARD COMMITTEES

DIRECTOR

   AUDIT    COMPENSATION    EXECUTIVE    FINANCING    NOMINATING/
CORPORATE
GOVERNANCE

David H. Anderson

   X    X         X     

David P. Bauer

             X    X     

Barbara M. Baumann

   X              X     

David C. Carroll

             X         X

Steven C. Finch

   X                   X

Joseph N. Jaggers

   X    Chair    X          

Rebecca Ranich

   X                   Chair

Jeffrey W. Shaw

   Chair                   X

Thomas E. Skains

        X              X

David F. Smith

             Chair    Chair     

Ronald J. Tanski

             X    X     

Number of Meetings in Fiscal 2023

   9    5    1    1    4

Audit Committee

The Audit Committee is a separately designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Audit Committee held nine meetings during fiscal 2023 in order to review the scope and results of the annual audit, to receive reports of the Company’s independent registered public accounting firm and chief internal auditor, to monitor compliance with the Company’s Reporting Procedures for Accounting and Auditing Matters (included in this proxy statement as Appendix A), to review the Company’s enterprise risk management program and to prepare a report of the Audit Committee’s findings and recommendations to the Board of Directors. A current copy of the charter of the Audit Committee is available on the Company’s website at www.nationalfuel.com, under the Governance section of our Investor Relations page. The members of the Audit Committee are independent as independence for audit committee members is defined in NYSE listing standards and in SEC regulations. No Audit Committee member simultaneously serves on the audit committees of more than three

 

 

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Corporate Governance

 

public companies. The Board limits the number of audit committees on which an Audit Committee member can serve to three,

unless the Board has determined that such simultaneous service would not impair the ability of such members to serve effectively. The Company’s Board of Directors has determined that the Company has three audit committee financial experts (as defined by SEC regulations) serving on its Audit Committee, namely Mr. Anderson, Ms. Baumann and Mr. Shaw. The Board has also determined, in its business judgment in accordance with NYSE listing standards, that all members of the Audit Committee are financially literate.

In connection with its review of the Company’s internal audit function, the Audit Committee in 2021 had an external quality assessment performed by IIA Quality Services, LLC under the Institute of Internal Auditors’ (the “IIA”) International Standards for the Professional Practice of Internal Auditing (the “Standards”). The assessment concluded that the Company’s Audit Services Department generally conforms to the Standards, the IIA Code of Ethics, and the Definition of Internal Auditing. “Generally conforms” is the IIA’s highest rating. The Standards state that an external quality assessment should be conducted at least once every five years.

Further information relating to the Audit Committee appears in this proxy statement under the headings “Audit Fees” and “Audit Committee Report.”

Compensation Committee

As described in the Compensation Discussion and Analysis in this proxy statement, the Compensation Committee held five meetings during fiscal 2023 in order to review and determine the compensation of Company executive officers and to review reports and/or grant awards under the National Fuel Gas Company 2010 Equity Compensation Plan, as amended and restated (the “2010 Equity Compensation Plan”), the 2012 Annual At Risk Compensation Incentive Plan (“AARCIP” or the “At Risk Plan”), and the Executive Annual Cash Incentive Program (“EACIP”). The members of the Compensation Committee are independent under NYSE listing standards and “non-employee directors” as defined in SEC regulations. A current copy of the charter of the Compensation Committee is available on the Company’s website at www.nationalfuel.com, under the Governance section of our Investor Relations page.

The Compensation Committee is responsible for various aspects of executive compensation, including approval of the base salaries and incentive compensation of the Company’s executive officers. The Compensation Committee is authorized to evaluate director compensation and make recommendations to the full Board regarding director compensation. The Compensation Committee may form subcommittees and delegate to those subcommittees such authority as the Compensation Committee deems appropriate, other than authority required to be exercised by the Compensation Committee as a whole. The Compensation Committee also administers the Company’s 2010 Equity Compensation Plan and the At Risk Plan and approves performance conditions and target incentives for executive officers who are participants in the EACIP. As described more fully in the Compensation Discussion and Analysis, the Compensation Committee retained two independent compensation consulting firms to assist in determining executive compensation. In addition, as set forth in the Compensation Committee’s charter, the Chief Executive Officer may and does make, and the Compensation Committee may and does consider, recommendations regarding the Company’s compensation and employee benefit plans and practices, including the compensation of executive officers other than himself. The Compensation Committee then approves executive compensation as it deems appropriate. The Compensation Committee has assessed the independence of the compensation consultants under NYSE listing standards and has determined their work presents no conflicts of interest under SEC regulations. For more information regarding the role of the compensation consultants and the Chief Executive Officer in determining or recommending the amount or form of executive compensation, see the Compensation Discussion and Analysis.

Executive Committee

The Executive Committee met once during fiscal 2023. The Executive Committee has, and may exercise, the authority of the full Board, except as may be prohibited by New Jersey corporate law (N.J.S.A. § 14A:6-9).

Financing Committee

The Financing Committee met once during fiscal 2023. The Financing Committee may exercise Board authority with respect to specific financing matters for which the Board has delegated responsibility to it.

Nominating/Corporate Governance Committee

All the members of the Nominating/Corporate Governance Committee are independent, as independence is defined in NYSE listing standards. The Nominating/Corporate Governance Committee makes recommendations to the full Board on nominees for the position of director. The Nominating/Corporate Governance Committee also has duties regarding corporate

 

 

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Corporate Governance

 

governance matters as required by law, regulation or NYSE rules. Additionally, the Nominating/Corporate Governance Committee oversees the Company’s strategy and reporting with respect to corporate responsibility matters, including ESG factors that are of significance to the Company and its stakeholders. The Nominating/Corporate Governance Committee provides guidance to management on corporate responsibility issues and makes recommendations to the Board regarding corporate responsibility initiatives and strategies. A current copy of the charter of the Nominating/Corporate Governance Committee is available on the Company’s website at www.nationalfuel.com, under the Governance section of our Investor Relations page. The Nominating/Corporate Governance Committee held four meetings during fiscal 2023.

Method of Evaluating Board and Committee Effectiveness

 

 

Annually, the Board and each of the Audit Committee, Compensation Committee and Nominating/Corporate Governance Committee take part in a self-evaluation process to determine their effectiveness and opportunities for improvement. Questionnaires are provided to each director soliciting comments with respect to dynamics of the full Board and each of the above committees, on which the director serves, as well as director performance and adequacy of Board materials. The confidential responses are summarized for Board and Nominating/Corporate Governance committee review. Board members are requested to report dissatisfaction with individual performance to the Chairman of the Board and the Chairman of the Nominating/Corporate Governance Committee. At a Board and Nominating/Corporate Governance Committee meeting, time is allocated to discuss the summary and review any comments or inadequacies.

Process for Nominating Directors

 

 

Stockholders may recommend individuals to the Nominating/Corporate Governance Committee to consider as potential nominees. Procedures by which stockholders may make such recommendations are set forth in Exhibit B to the Company’s Corporate Governance Guidelines, described in the following paragraph. In addition, the Company’s By-Laws provide a process for stockholders meeting certain requirements to have nominees included in the Company’s proxy materials.

In general, the Nominating/Corporate Governance Committee’s charter provides for the Nominating/Corporate Governance Committee to develop and recommend to the Board criteria for selecting new director nominees and evaluating unsolicited nominations, which criteria are included in this proxy statement as part of the Company’s Corporate Governance Guidelines. A current copy of the Corporate Governance Guidelines is included in this proxy statement as Appendix B, and is available on the Company’s website at www.nationalfuel.com, under the Governance section of our Investor Relations page. Appendix B also addresses the qualifications and skills the Nominating/Corporate Governance Committee believes are necessary in a director, and the Nominating/Corporate Governance Committee’s consideration of stockholder recommendations for director. Pursuant to the Corporate Governance Guidelines, in order to be considered in connection with the 2025 Annual Meeting of Stockholders, stockholder recommendations identifying a proposed nominee and setting out his or her qualifications should be delivered to the Company’s Secretary at its principal office no later than September 21, 2024.

Under the process for selecting new Board candidates, the Chairman, the Chief Executive Officer and the Nominating/Corporate Governance Committee discuss the need to add a new Board member or to fill a vacancy on the Board. The Nominating/Corporate Governance Committee will initiate a search, working with staff support and seeking input from Board members and senior management, hiring a search firm if necessary, and considering candidates recommended by stockholders in accordance with Exhibit B to the Corporate Governance Guidelines.

Charitable Contributions by Company

 

 

Within the preceding three years, the Company did not make any charitable contributions to any charitable organization in which a director served as an executive officer which exceeded the greater of $1 million or 2% of the charitable organization’s consolidated gross revenues in a single fiscal year.

Compensation Committee Interlocks and Insider Participation

 

 

There are no “Compensation Committee interlocks” or “insider participation” which SEC regulations or NYSE listing standards require to be disclosed in this proxy statement.

 

 

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30    National Fuel Gas Company  |  2024 PROXY STATEMENT    


Corporate Governance

 

Risk Oversight

 

 

The Board retains oversight of safety, environmental, social, operational, cybersecurity and corporate governance risks, among other areas central to corporate responsibility, including strategic, financial and regulatory risks and opportunities. An important aspect of the Board’s oversight role is the enterprise risk management process, under which enterprise-wide risks have been identified, including climate-related risk, along with mitigative measures to address and manage such risks. Through its enterprise risk management process, the Company has identified specific foundational risks, critical risks and potentially-emerging risks and reviews the assessment of these risks, including risk trends, along with any newly identified risks, on a quarterly basis with the Board. Management also reports quarterly to the Board on significant matters within these risk categories. In addition, management provides a detailed presentation on a topic related to one or more risk categories at each Board meeting. Additional review or reporting on enterprise risks is conducted as needed or as requested by the Board. The Board and management consider enterprise risks and opportunities in their strategic and capital spending decision process, and the Board directs management to integrate corporate responsibility concerns into decision-making throughout the organization.

The Nominating/Corporate Governance Committee specifically has oversight responsibility for corporate responsibility matters that are significant to the Company and its stakeholders. The Company conducts business consistent with our six guiding principles of safety, environmental stewardship, community, innovation, satisfaction, and transparency. To that end, corporate responsibility and ESG matters are a standing agenda item at Nominating/Corporate Governance Committee meetings. In fiscal 2022, the Company published its Climate Report, which aligns our climate-risk disclosures with the Task Force on Climate-Related Financial Disclosures framework. The Company also published its fourth annual Corporate Responsibility Report, highlighting our ESG-related initiatives, programs, and actions.

The Audit Committee discusses guidelines and policies governing management’s process for assessing and managing the Company’s exposure to risk, and on a quarterly basis, at meetings which are typically attended by the entire Board, reviews the enterprise risk management process described above. The Audit Committee also oversees the scope of work of the Audit Services Department, which includes review of the internal audit function’s annual risk-based audit plan. The Audit Services Department considers significant risk categories identified through the enterprise risk management process when creating its internal audit plan. Additionally, in conjunction with its review of the integrity of the Company’s financial statements, the Audit Committee discusses with management major financial risk exposures and the steps taken to monitor and control those exposures.

Related Person Transactions

 

 

The Company had no related person transactions in fiscal 2023. The Company’s Code of Business Conduct and Ethics (the “Code of Conduct”) (which is in writing and available to stockholders as described at the end of this proxy statement) identifies the avoidance of any actual or perceived conflicts between personal interests and Company interests as an essential part of the responsibility of the Company’s directors, officers and employees. The Code of Conduct provides that a conflict of interest may arise when a director, officer or employee receives improper personal benefits as a result of his or her position in the Company, or when personal situations tend to influence or compromise a director’s, officer’s or employee’s ability to render impartial business decisions in the best interest of the Company. Potential conflicts of interest under the Code of Conduct would include but not be limited to related person transactions. The Audit Committee administers the Code of Conduct as it relates to the Company’s directors and executive officers.

The Company’s policies and procedures for the review, approval or ratification of related person transactions are set forth in writing in the charter of the Audit Committee. The charter provides that the Audit Committee will review and, if appropriate, approve or ratify any transaction between the Company and a related person which is required to be disclosed under SEC rules. In the course of its review of a transaction, the Audit Committee will consider the nature of the related person’s interest in the transaction, the material terms of the transaction, the significance of the transaction to the related person and to the Company, whether the transaction would affect the independence of a director, and any other matters the Audit Committee deems appropriate. The Audit Committee will approve or ratify only those transactions that it considers to be in, or not inconsistent with, the best interests of the Company and its stockholders, as the Audit Committee determines in good faith. Any member of the Audit Committee who is a related person with respect to a transaction under review may not participate in the deliberations or vote respecting approval or ratification of the transaction.

 

 

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Corporate Governance

 

Code of Ethics

 

 

The Company has adopted a Code of Business Conduct and Ethics that applies to the Company’s directors, principal executive officer, principal financial officer, controller, other officers and employees that is designed to deter wrongdoing and to promote honest and ethical conduct. The code deals with a variety of corporate matters, including compliance with laws, conflicts of interest, corporate opportunities, use of company resources, fair dealing and confidentiality of company information. The text of the code is available on the Company’s website at www.nationalfuel.com, under the Governance section of our Investor Relations page.

 

 

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32    National Fuel Gas Company  |  2024 PROXY STATEMENT    


  Director Compensation     LOGO  

 

The 2009 Non-Employee Director Equity Compensation Plan was approved at the 2009 Annual Meeting of Stockholders and reapproved at the 2016 and 2019 Annual Meetings of Stockholders (such plan, as reapproved, the “Director Equity Compensation Plan”). This plan provides for the issuance of shares on a quarterly basis to non-employee directors in such amounts as the Board may determine from time to time. In addition, non-employee directors receive a portion of their compensation in cash, as determined by the Board from time to time. Directors who are not Company employees or retired employees do not participate in any of the Company’s employee benefit or compensation plans. Directors who are current employees receive no compensation for serving as directors.

In fiscal 2023, non-employee directors were paid a cash retainer of $110,000, plus shares of Common Stock equal in value to approximately $175,000. Common Stock issued to non-employee directors under the Director Equity Compensation Plan is nontransferable until the later of two years from issuance or six months after the recipient’s cessation of service as a director of the Company, except that transferability restrictions lapse upon the death of the recipient.

The Lead Independent Director (Mr. Shaw) was paid an additional annual retainer of $20,000, the Chairman of the Audit Committee (Mr. Shaw) was paid an additional annual retainer of $20,000, and the Chairpersons of the Compensation and Nominating/Corporate Governance Committees (Mr. Jaggers and Ms. Ranich, respectively) were each paid an additional annual retainer of $15,000. These payments were made in July 2023. For his service as Chairman of the Board, Mr. Smith was paid an additional annual retainer of $100,000.

The Company requires that each director, in order to receive compensation for service as a director, must beneficially own at least 2,500 shares of Common Stock at the end of the first year of service as a director, at least 5,000 shares at the end of the second year of service and at least 7,500 shares at the end of the third year of service. All directors are in compliance with this requirement.

Non-employee members of the Board are eligible to participate in the Company’s Deferred Compensation Plan for Directors and Officers (the “DCP”). In general, the DCP is an unfunded, nonqualified deferred compensation plan open to the directors of the Company and the officers of the Company and its subsidiaries. Under the DCP, and subject to administration by the Compensation Committee of the Board, each eligible officer may defer receipt of his or her base salary and discretionary cash bonuses, and each eligible director may defer receipt of his or her annual cash retainer and quarterly Company common stock awards. Eligible officers may also defer receipt of their performance-based cash bonuses and Company common stock received in settlement of restricted stock units, performance shares or performance units awards under terms and conditions as described in the DCP. Compensation deferred under the DCP is recorded as deferred compensation in cash or stock accounts, as applicable, and certain transfers among accounts are permitted as described in the DCP. Cash accounts accrue interest and will be settled in cash. Interest is credited as of the last day of each calendar quarter. The rate of interest applied at the end of each quarter is the quarterly equivalent of the annual yield on Moody’s Average Corporate Bond Yield as of the last day of the immediately preceding quarter, as published by Moody’s Investors Service, Inc. Stock accounts accrue dividend equivalents and generally will be settled in Company common stock. Payouts will generally be made in accordance with the participants’ deferral elections. The deferred compensation obligations are unsecured general obligations of the Company, and the participants have no right, interest or claim in the assets of the Company, except as unsecured general creditors.

 

 

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  Director Compensation Table —Fiscal 2023     LOGO  

 

The following table sets forth the compensation paid to each non-employee director for service during fiscal 2023:

 

NAME    FEES
EARNED OR
PAID IN
CASH
($)
(1)
   STOCK
AWARDS
($)
(2)
   ALL OTHER
COMPENSATION
($)
(3)
   TOTAL
($)

David H. Anderson

   110,000    175,129    8    285,137

Barbara M. Baumann

   110,000    175,129    8    285,137

David C. Carroll

   110,000    175,129    8    285,137

Steven C. Finch

   110,000    175,129    8    285,137

Joseph N. Jaggers

   125,000    175,129    8    300,137

Rebecca Ranich

   125,000    175,129    8    300,137

Jeffrey W. Shaw

   150,000    175,129    8    325,137

Thomas E. Skains

   110,000    175,129    8    285,137

David F. Smith

   210,000    175,129    8    385,137

Ronald J. Tanski

   110,000    175,129    8    285,137

 

(1)

Represents the portion of the annual retainer paid in cash, plus additional retainers, as applicable, for service as a committee Chairperson, Lead Independent Director, or Chairman of the Board, including any amounts deferred at the director’s election pursuant to the terms of the DCP.

 

(2)

Represents the aggregate grant date fair value of the Common Stock issued as compensation under the Director Equity Compensation Plan, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, including any amounts deferred at the director’s election pursuant to the terms of the DCP. The average of the high and low stock price on each date of issuance was used to compute the fair value. The average prices (and resultant values of the Stock Awards) were as follows: $63.29 for October 3, 2022 (stock in total valued at $43,797); $61.63 for January 3, 2023 (stock in total valued at $43,757); $57.75 for April 3, 2023 (stock in total valued at $43,775); and $51.59 for July 3, 2023 (stock in total valued at $43,800). As of September 30, 2023, the aggregate compensatory shares paid to the directors (or, as applicable, deferred) for all years of service were as follows: Anderson, 14,836; Baumann, 12,220; Carroll, 32,448; Finch, 17,742; Jaggers, 26,111; Ranich, 23,625; Shaw, 28,895; Skains, 22,536; Smith, 24,317; and Tanski, 14,670.

 

(3)

Represents premiums paid on a blanket travel insurance policy, which covers each director up to a maximum benefit of $500,000. This insurance provides coverage in case of death or injury while on a trip for Company business.

 

 

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34    National Fuel Gas Company  |  2024 PROXY STATEMENT    


  Audit Fees     LOGO  

 

In addition to retaining PricewaterhouseCoopers LLP to report on the annual consolidated financial statements of the Company for fiscal 2023, the Company retained PricewaterhouseCoopers LLP to provide various non-audit services in fiscal 2023. The aggregate fees billed for professional services by PricewaterhouseCoopers LLP for each of the last two fiscal years were as follows:

 

      2023      2022  

Audit Fees(1)

   $ 2,285,187      $ 1,997,354  

Audit-Related Fees(2)

   $ 62,500      $ 0  

Tax Fees

    

 

 

 

 

 

    

 

 

 

 

 

Tax advice and planning(3)

   $ 70,960      $ 62,357  

Tax compliance(4)

   $ 11,283      $ 0  

All Other Fees(5)

   $ 2,175      $ 10,338  

TOTAL

   $ 2,432,105      $ 2,070,049  

 

(1)

Audit Fees include audits of consolidated financial statements and internal control over financial reporting, reviews of financial statements included in quarterly Forms 10-Q, comfort letters and consents, and audits of certain of the Company’s wholly owned subsidiaries to meet statutory or regulatory requirements.

 

(2)

Audit-Related Fees include audits of certain of the Company’s wholly owned subsidiaries not required by statute or regulation, and consultations concerning technical financial accounting and reporting standards.

 

(3)

Tax advice and planning includes consultations on various federal and state tax matters.

 

(4)

Tax compliance includes tax return preparation and tax audit assistance.

 

(5)

All Other Fees relate to permissible fees other than those described above and include consulting fees and the software-licensing fee for an accounting and financial reporting research tool.

The Audit Committee’s charter references its pre-approval policies and procedures. The Audit Committee has pre-approved the use of PricewaterhouseCoopers LLP for specific types of services, including various audit and audit-related services and certain tax services, among others. The chair of the Audit Committee and, in his absence, another specified member of the committee are authorized to pre-approve any audit or non-audit service on behalf of the committee. Each pre-approval is to be reported to the full committee at the first regularly scheduled committee meeting following such pre-approval.

For fiscal 2023, none of the services provided by PricewaterhouseCoopers LLP were approved by the Audit Committee in reliance upon the “de minimis exception” contained in Section 202 of Sarbanes-Oxley and codified in Section 10A(i)(1)(B) of the Exchange Act and in 17 CFR 210.2-01(c)(7)(i)(C).

 

 

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  Audit Committee Report     LOGO  

 

The Audit Committee is composed solely of six directors who meet the independence and financial literacy requirements of the New York Stock Exchange and the Securities and Exchange Commission (SEC). The Audit Committee Chairman, Jeffrey W. Shaw, and members David H. Anderson and Barbara M. Baumann, each qualify as an “audit committee financial expert” as defined by the SEC. The responsibilities of the Audit Committee are set forth in the Audit Committee Charter, a copy of which is available on the Company’s website.

The Audit Committee reviews the integrity of the Company’s financial statements and discusses with management major financial risk exposures and the steps taken to monitor and control those exposures. The Audit Committee also oversees the scope of work of the Audit Services Department. That scope includes reviewing the accuracy, reliability and integrity of financial and operational information and the means used to identify, measure, classify and report such information. To that end, management reports quarterly to the Board of Directors on significant risk categories identified through the enterprise risk management process, which the Audit Services Department considers when creating its internal audit plan. The Audit Committee also directly appoints, retains, compensates, evaluates, terminates and oversees the work of the independent auditor for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company, and such firm must report directly to the Audit Committee. In addition to those responsibilities, with respect to the independent auditor, the Audit Committee:

 

   

reviews and evaluates the annual engagement letter, including the independent auditor’s proposed fees;

 

   

reviews, evaluates and monitors the annual audit plan and its progression, including the timing and scope of audit activities;

 

   

annually reviews and evaluates the qualifications, performance and independence of the independent auditor, including the lead partner, and ensures that the lead partner and any other audit partners are rotated at appropriate intervals in compliance with applicable laws, rules and regulations;

 

   

reviews and evaluates the independent auditor report describing internal quality-control procedures and any material issues raised by the most recent internal quality-control review of the independent auditors or outside inquiry or investigation; and

 

   

reviews the independent auditor report describing all relationships between the independent auditor and the Company, including a list of the fees billed for each category, in order to assess the independent auditor’s independence.

Management is responsible for the Company’s consolidated financial statements and for establishing, maintaining, and assessing internal control over financial reporting. PricewaterhouseCoopers LLP, the Company’s independent auditor, is responsible for expressing opinions on the conformity of the Company’s audited financial statements with generally accepted accounting principles and on the Company’s internal control over financial reporting.

As part of its auditor engagement process, the Audit Committee considers whether to rotate the independent auditor. PricewaterhouseCoopers LLP has been the Company’s independent auditor since 1941. PricewaterhouseCoopers LLP rotates its lead audit engagement partner every five years; the Audit Committee interviews proposed candidates and selects the lead audit engagement partner. The Audit Committee believes that there are significant benefits to having an independent auditor with an extensive history with the Company. These include:

 

   

Higher quality audit work and accounting advice, due to the independent auditor’s institutional knowledge of our business and operations, accounting policies and financial systems, and internal control framework; and

 

   

Operational efficiencies because of the independent auditor’s history and familiarity with our business.

In fulfilling its responsibilities, the Audit Committee has reviewed and discussed the Company’s audited financial statements for fiscal 2023 with management. The Audit Committee has also reviewed with management its evaluation of the structure and effectiveness of the Company’s internal control over financial reporting. The Audit Committee has discussed with PricewaterhouseCoopers LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (PCAOB) and the SEC. The Audit Committee has received the written disclosures and the letter from

 

 

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Audit Committee Report

 

PricewaterhouseCoopers LLP required by the applicable requirements of the PCAOB regarding PricewaterhouseCoopers LLP’s communications with the audit committee concerning independence, and has discussed with PricewaterhouseCoopers LLP that firm’s independence. The Audit Committee also has considered whether PricewaterhouseCoopers LLP’s level of fees and provision of non-audit services to the Company and its affiliates are compatible with PricewaterhouseCoopers LLP’s independence and has concluded that PricewaterhouseCoopers LLP is independent from the Company and its management.

Based on the review, discussions and considerations referred to in the preceding paragraph, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for fiscal 2023 for filing with the SEC.

 

     

AUDIT COMMITTEE

 

Jeffrey W. Shaw, Chairman

David H. Anderson

Barbara M. Baumann

Steven C. Finch

Joseph N. Jaggers

Rebecca Ranich

 

 

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  Security Ownership of Certain Beneficial Owners and Management     LOGO  

 

The following table sets forth for each current director, each nominee for director, each of the named executive officers identified in the Fiscal 2023 Summary Compensation Table, and for all directors, nominees and current executive officers as a group, information concerning beneficial ownership of Common Stock. The Common Stock is the only class of Company equity securities outstanding. Unless otherwise noted, to the best of the Company’s knowledge, each person has sole voting and investment power with respect to the shares listed. Security holdings are as of December 15, 2023. As of that date, 92,115,581 shares of Common Stock were issued and outstanding.

 

NAME OF BENEFICIAL

OWNER

   SHARES HELD
IN ESOP
(1)
     SHARES HELD IN
401(K)
PLAN
(2)
     SHARES OTHERWISE
BENEFICIALLY OWNED
(3)
    PERCENT OF
CLASS
(4)

David H. Anderson

     0        0        7,595 (5)    *

David P. Bauer

     0        13,758        232,681 (6)    *

Barbara M. Baumann

     0        0        15,277     *

Karen M. Camiolo

     0        0        74,370     *

David C. Carroll

     0        0        30,792 (7)    *

Donna L. DeCarolis

     283        23,796        91,519     *

Steven C. Finch

     0        0        19,190 (8)    *

Joseph N. Jaggers

     0        0        27,468     *

Ronald C. Kraemer

     4,285        18,423        50,480 (9)    *

Justin I. Loweth

     0        9,945        59,827 (10)    *

Rebecca Ranich

     0        0        17,464 (11)    *

Jeffrey W. Shaw

     0        0        29,852 (12)    *

Timothy J. Silverstein

     0        3,699        4,036     *

Thomas E. Skains

     0        0        24,059 (8)    *

David F. Smith

     2,188        22,325        311,985 (13)    *

Ronald J. Tanski

     2,994        30,332        319,860 (14)    *

Directors, Nominees and Current Executive Officers as a Group (18 Total)

     9,750        143,802        1,273,999     1.55%

 

*

Represents beneficial ownership of less than 1% of issued and outstanding Common Stock.

 

(1)

This column lists shares held in the National Fuel Gas Company Employee Stock Ownership Plan (“ESOP”). The beneficial owners of these shares have sole voting power with respect to shares held in the ESOP, but do not have investment power respecting those shares until they are distributed.

 

(2)

This column lists shares held in the Company Tax-Deferred Savings Plan for Non-Union Employees (“TDSP”), a 401(k) plan. The beneficial owners of these shares have sole voting and investment power with respect to shares held in the TDSP.

 

(3)

This column includes shares held of record and any shares beneficially owned through a bank, broker or other nominee, plus shares deferred under the DCP to the extent such shares would have been distributed within 60 days following a separation from service had one occurred on December 15, 2023.

 

(4)

This column lists the sum of the individual’s (or individuals’) holdings shown on this table, expressed as a percentage of the Company’s outstanding shares.

 

(5)

Includes 205 shares held through a family trust, as to which Mr. Anderson shares voting and investment power, and 2,217 shares beneficially owned under the DCP, as to which Mr. Anderson does not have voting or investment power.

 

(6)

Includes 1,008 shares held by Mr. Bauer’s children, as to which Mr. Bauer does not have voting or investment power, and 157,956 shares beneficially owned under the DCP, as to which Mr. Bauer does not have voting or investment power.

 

(7)

Includes 2,217 shares beneficially owned under the DCP, as to which Mr. Carroll does not have voting or investment power.

 

(8)

Includes 11,086 shares beneficially owned under the DCP, as to which the director does not have voting or investment power.

 

(9)

Includes 4,440 shares beneficially owned under the DCP, as to which Mr. Kraemer does not have voting or investment power.

 

(10)

Includes 225 shares held by Mr. Loweth’s wife in an individual retirement account, as to which Mr. Loweth does not have voting or investment power, and 500 shares held in custodial accounts for Mr. Loweth’s children, as to which Mr. Loweth holds voting and investment power.

 

(11)

Includes 739 shares beneficially owned under the DCP, as to which Ms. Ranich does not have voting or investment power.

 

(12)

Includes 100 shares held through a family trust, as to which Mr. Shaw shares voting and investment power.

 

 

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38    National Fuel Gas Company  |  2024 PROXY STATEMENT    


Security Ownership of Certain Beneficial Owners and Management

 

(13)

Includes 210,772 shares held through a family partnership, as to which Mr. Smith shares voting and investment power, and 11,086 shares beneficially owned under the DCP, as to which Mr. Smith does not have voting or investment power.

 

(14)

Includes 429 shares owned jointly with Mr. Tanski’s wife, as to which Mr. Tanski shares voting and investment power.

As of December 15, 2023, each of the following persons is known to the Company to be the beneficial owner of more than five percent of the Common Stock, as set forth in a Schedule 13G filed with the SEC. The Common Stock is the only class of Company stock outstanding.

 

NAME AND ADDRESS OF

BENEFICIAL OWNER

SHARES HELD AS
TRUSTEE FOR COMPANY
EMPLOYEE BENEFIT
PLANS
SHARES
OTHERWISE
BENEFICIALLY HELD
PERCENT
OF
CLASS
(1)

The Vanguard Group

100 Vanguard Boulevard

Malvern, PA 19355

  1,998,797 (2)    12,553,811 (3)    15.80 %

BlackRock, Inc.

55 East 52nd Street

New York, NY 10055

  N/A   8,540,231 (4)    9.27 %

State Street Corporation

One Lincoln Street

Boston, MA 02111

  N/A   6,741,917 (5)    7.32 %

 

(1)

This column lists the sum of the shares shown on this table, expressed as a percentage of the Company’s outstanding shares at December 15, 2023.

 

(2)

This amount represents the shares held by Vanguard Fiduciary Trust Company, a wholly owned subsidiary of The Vanguard Group, in its capacity as trustee for certain employee benefit plans. These shares have been allocated to plan participants. The plan trustee votes the shares allocated to participant accounts as directed by those participants. Shares held by the trustee on behalf of the plans as to which participants have made no timely voting directions are voted by the trustee in the same proportion as the shares of Common Stock for which the trustee received timely directions, except in the case where to do so would be inconsistent with provisions of Title I of ERISA. Vanguard Fiduciary Trust Company disclaims beneficial ownership of all shares held in trust by the trustee that have been allocated to the individual accounts of participants in the plans for which directions have been received, pursuant to Rule 13d-4 under the Exchange Act.

 

(3)

The number of shares is derived from Amendment No. 11 to Schedule 13G filed on February 9, 2023 by The Vanguard Group. The filing states that The Vanguard Group has sole voting power with respect to zero shares of Common Stock, shared voting power with respect to 31,869 shares of Common Stock, sole dispositive power with respect to 12,443,595 shares of Common Stock, and shared dispositive power with respect to 110,216 shares of Common Stock.

 

(4)

The number of shares is derived from the Schedule 13G filed on January 24, 2023 by BlackRock, Inc. The filing states that BlackRock, Inc. has sole voting power with respect to 8,327,772 shares of Common Stock, shared voting power with respect to zero shares of Common Stock, sole dispositive power with respect to 8,540,231 shares of Common Stock, and shared dispositive power with respect to zero shares of Common Stock.

 

(5)

The number of shares is derived from the Amendment to Schedule 13G filed on February 10, 2023 by State Street Corporation. The filing states that State Street Corporation has sole voting power with respect to zero shares of Common Stock, shared voting power with respect to 6,656,890 shares of Common Stock, sole dispositive power with respect to zero shares of Common Stock, and shared dispositive power with respect to 6,741,917 shares of Common Stock.

 

 

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     National Fuel Gas Company  |  2024 PROXY STATEMENT   39


 

Equity Compensation Plan

Information

    LOGO  

 

As of September 30, 2023

 

 

 

PLAN CATEGORY

NUMBER OF SECURITIES TO BE
ISSUED UPON EXERCISE OF
OUTSTANDING OPTIONS,
WARRANTS AND RIGHTS
(A)
WEIGHTED-
AVERAGE EXERCISE
PRICE OF OUTSTANDING
OPTIONS, WARRANTS AND
RIGHTS
(B)
NUMBER OF SECURITIES
REMAINING AVAILABLE FOR
FUTURE ISSUANCE UNDER
EQUITY COMPENSATION PLANS
(EXCLUDING SECURITIES
REFLECTED IN COLUMN (A))
(C)

Equity compensation plans approved by security holders

  928,977 (1)  $ 0   1,644,418 (2) 

Equity compensation plans not approved by security holders

  0 $ 0   0

Total

  928,977 $ 0   1,644,418

 

(1)

The securities listed in column (A) include 586,791 shares of Common Stock which would be issued under performance-based awards outstanding at September 30, 2023 if the target level of performance is achieved under those awards. If actual performance rises above the target level of performance for these awards, additional shares would generally be issued. For example, if maximum performance were achieved, 1,173,582 shares of Common Stock would be issued under performance-based awards outstanding at September 30, 2023. In that event, the number of shares to be issued noted in column (A) would be 1,515,768.

 

(2)

Of the securities listed in column (C), 133,518 were available at September 30, 2023 for future issuance pursuant to the Director Equity Compensation Plan and 1,510,900 were available for future issuance under the 2010 Equity Compensation Plan. All securities included in column (C) are available for issuance for awards other than options, warrants or rights.

 

 

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40    National Fuel Gas Company  |  2024 PROXY STATEMENT    


  Executive Compensation     LOGO  

 

Compensation Committee Report

 

 

The Compensation Committee of the Board of Directors has reviewed and discussed with management the Compensation Discussion and Analysis contained in this proxy statement. Based upon this review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2023.

 

     

COMPENSATION COMMITTEE

 

J. N. Jaggers, Chairman

D. H. Anderson

T. E. Skains

Compensation Discussion and Analysis

 

 

This Compensation Discussion and Analysis (“CD&A”) provides a detailed review of the Company’s compensation of named executive officers, including the goals of the compensation program, the process for determining compensation levels, and analysis of the specific components of compensation, among other things. The Board of Directors believes that the Company’s compensation policies and practices, as developed following engagement with stockholders, including discussions with respect to ESG factors, encourage a culture of pay for performance and are strongly aligned with the long-term interests of the Company’s stockholders.

The Company’s named executive officers for fiscal 2023 are David P. Bauer, President and Chief Executive Officer; Karen M. Camiolo, former Treasurer and Principal Financial Officer, who retired May 1, 2023; Timothy J. Silverstein, Treasurer and Principal Financial Officer, effective May 1, 2023; Ronald C. Kraemer, Chief Operating Officer; Justin I. Loweth, President of the Company’s E&P and Midstream segments; and Donna L. DeCarolis, President of the Company’s Utility segment.

Stockholder Engagement and Alignment

 

 

2023 Say-on-Pay Vote and Stockholder Engagement

The 2023 say-on-pay advisory vote yielded a result of 97.9% of votes cast in support of the compensation of the Company’s named executive officers. The Board (including the Compensation Committee) generally considered this outcome an indicator of strong stockholder support for the overall philosophy and structure of the Company’s executive compensation policies and decisions. Given the high approval percentage of the vote, the Compensation Committee did not make any significant changes to the executive compensation program that were based specifically on the results of the 2023 say-on-pay advisory vote.

From time to time members of Company management have held meetings with some of the Company’s largest stockholders to obtain feedback on matters of interest to them. The Board has directed management to continue to engage as appropriate with interested stockholders, and to inform it of any requests for meetings with members of the Board. The Board and management believe that engagement with stockholders facilitates important dialogue from which we gather various viewpoints.

Executive Compensation Aligned with Stockholders’ Interests

The Compensation Committee has developed the Company’s compensation policies and procedures to align the interests of executives with those of the Company’s stockholders. The Company recognizes and rewards executives through compensation arrangements that directly link executive pay to the Company’s performance, and we seek to help ensure a strong alignment of interests with our stockholders by including a significant percentage of equity, which is at-risk compensation, in the overall mix of pay. As shown in the chart below, which includes the fiscal 2023 target compensation mix

 

 

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     National Fuel Gas Company  |  2024 PROXY STATEMENT   41


Executive Compensation

 

for the CEO and an average for the other five named executive officers, 84% of the target compensation of David Bauer, the Company’s CEO, was at-risk compensation, with 63% tied to equity (in the form of performance shares and restricted stock units), and 21% tied to cash-based incentive awards subject to short-term performance goals.

 

 

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Key features of the Company’s executive compensation program include the following:

 

  Ø

Annual performance incentives of the named executive officers are based on objective performance goals, except with respect to Mr. Silverstein’s fiscal 2023 annual incentive, as Mr. Silverstein was not a participant in the AARCIP for that year;

 

  Ø

Long-term performance incentives are composed entirely of equity;

 

  Ø

Long-term performance goals beginning with fiscal 2022 consist of three-year TSR and three-year total ROC, each relative to a peer group, and three-year reductions in GHG emissions and methane intensity levels;

 

  Ø

Named executive officers and other officers are required to meet stock ownership guidelines that range from one to six times base salary (six times for the CEO and three times for other named executive officers);

 

  Ø

Executive officers may not hedge or pledge Company stock;

 

  Ø

Equity incentive plans prohibit the repricing of equity awards;

 

  Ø

The Compensation Committee engages two independent compensation consultants to assist in setting compensation;

 

  Ø

All change-in-control agreements are double triggered;

 

  Ø

The Company does not provide tax “gross-ups” on any compensation or with respect to any change-in-control payments; and

 

  Ø

The Board has adopted a clawback policy in compliance with NYSE requirements (included as Appendix C to this proxy statement).

 

 

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42    National Fuel Gas Company  |  2024 PROXY STATEMENT    


Executive Compensation

 

CEO Pay Relative to Peers

Reflected in the table below is a comparison of fiscal 2022 total direct compensation for Mr. Bauer against that of CEOs in the Corporate Peer Group (as defined below) selected by our Compensation Committee in September 2022. Fiscal 2022 is the most recent fiscal year for which proxy statement data is available for our peers. Mr. Bauer’s target total direct compensation, as shown in the table, was approximately at the average of our peers.

CEO & President

Compared to CEO Proxy Data for FY 2022

 

COMPANY(N=17)   TITLE  

TOTAL
REVENUES

($MM)

   

MARKET CAP

AS OF 09/30/2022

($MM)

    FYE # OF
EMPLOYEES
    TOTAL DIRECT COMPENSATION  
      ACTUAL             TARGET      

ANTERO MIDSTREAM CORPORATION

  Chairman, CEO and President   $ 920     $ 4,392       586     $ 10,531,367     $ 10,322,229  

ATMOS ENERGY CORPORATION

  President and CEO   $ 4,202     $ 14,248       4,791     $ 4,849,218     $ 4,523,436  

CNX RESOURCES CORPORATION

  President and CEO   $ 1,260     $ 2,942       441     $ 6,508,026     $ 5,260,026  

COTERRA ENERGY INC.

  CEO and President   $ 9,051     $ 20,781       981     $ 15,142,161     $ 15,142,161  

DT MIDSTREAM INC.

  President and CEO   $ 920     $ 5,020       362     $ 7,498,781     $ 6,794,931  

EQT CORPORATION

  President and CEO   $ 7,498     $ 15,055       744     $ 11,600,733     $ 11,820,733  

EQUITRANS MIDSTREAM CORPORATION

  Chairman and CEO   $ 1,358     $ 3,237       766     $ 8,248,842     $ 7,670,562  

GULFPORT ENERGY CORPORATION

 

CEO and Chairman

  $ 1,331     $ 1,739       223     $ 6,452,208     $ 6,116,228  

MDU RESOURCES GROUP, INC.

  President and CEO   $ 6,974     $ 5,562       16,000     $ 5,031,706     $ 5,596,771  

NEW JERSEY RESOURCES CORPORATION

  President, CEO and Director   $ 2,906     $ 3,724       1,288     $ 4,564,581     $ 4,144,623  

ONE GAS, INC.

  President, Director and CEO   $ 2,578     $ 3,811       3,800     $ 3,359,703     $ 3,435,033  

RANGE RESOURCES CORPORATION

  President and CEO   $ 4,147     $ 6,056       544     $ 7,775,968     $ 7,889,968  

SM ENERGY COMPANY

  President, CEO and Director   $ 3,359     $ 4,611       539     $ 6,383,975     $ 6,216,021  

SOUTHWEST GAS HOLDINGS, INC.

  President, Director and CEO   $ 4,960     $ 4,674       13,359     $ 2,894,179     $ 3,464,679  

SOUTHWESTERN ENERGY COMPANY

  President and CEO   $ 15,002     $ 6,818       1,118     $ 8,877,162     $ 8,501,662  

SPIRE INC.

  President, CEO and Director   $ 2,199     $ 3,272       3,584     $ 4,272,915     $ 4,510,578  

UGI CORPORATION

  President, CEO and Director   $ 10,106     $ 6,769       10,000     $ 5,849,747     $ 6,183,984  

Summary Statistics

   

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

75th Percentile

   

 

  $ 6,974     $ 6,769       3,800     $ 8,248,842     $ 7,889,968  

Average

   

 

  $ 4,633     $ 6,630       3,478     $ 6,452,208     $ 6,183,984  

Median

   

 

  $ 3,359     $ 4,674       981     $ 4,849,218     $ 4,523,436  

25th Percentile

   

 

  $ 1,358     $ 3,724       544     $ 7,049,487     $ 6,917,272  

NATIONAL FUEL GAS COMPANY

  CEO & President   $ 2,141     $ 5,630       2,132     $ 6,650,248     $ 6,320,795  

Percentile Rank

   

 

    30%       52%       64%       57%       57%  

 

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NOTES:

   ©2023 Korn Ferry
      - Total Direct Compensation = base salary + bonus + long-term incentives

Objectives of the Named Executive Officer Compensation Program

 

 

The Company’s named executive officer compensation program is designed to attract, motivate, reward and help retain executive talent in order to achieve the objectives that contribute to the overall success of the Company. When setting compensation for the Company’s named executive officers, the Compensation Committee’s primary goal is to provide

 

 

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     National Fuel Gas Company  |  2024 PROXY STATEMENT   43


Executive Compensation

 

balanced incentives for creating stockholder value in both the near-term and long-term. The Compensation Committee awards a combination of cash and equity components that are designed to focus management efforts on drivers of stockholder value, including financial, safety, environmental, diversity, and customer service metrics. The Compensation Committee establishes the compensation program based on its business judgment after consultation with its compensation consultants.

Total compensation for named executive officers includes the following key components, each of which is addressed in greater detail below:

 

COMPENSATION COMPONENT

  OBJECTIVES   KEY FEATURES IN 2022
Base Salary  

• Provide a fixed level of pay in recognition of day-to-day job performance.

 

• Attract, retain and motivate leadership with compensation reflecting specific responsibilities, experience and effectiveness.

 

• Generally references the 50th percentile of energy industry median provided by independent compensation consultants; may pay greater base salary to attract, retain and motivate executives.

 

• Adjustments are made based on Compensation Committee members’ business judgment.

 

• Overall corporate performance and individual performance are factors for subjective consideration.

Annual Cash Incentive
Compensation
 

• Motivate performance toward, and reward achievement of, near-term financial, operating, and ESG goals.

 

• Target awards are set as a percentage of base salary.

Long-Term Equity Incentive
Compensation
 

• Focus attention on managing the Company from a long-term investor’s perspective to create long-term stockholder value.

 

• Encourage executives and other managers to have a significant, personal investment in the Company through stock ownership.

 

• Reward executives for longer-term financial performance of the Company relative to an industry peer group and achievement of emissions goals.

 

• Long-term incentive compensation denominated in equity.

 

• Long-term incentive compensation allocated two-thirds to performance shares and one-third to time-based RSUs as an additional retention tool, or, for long-tenured named executive officers (Ms. Camiolo, Mr. Kraemer and Ms. DeCarolis), entirely to performance shares, to enhance emphasis on achievement of performance targets.

 

• Beginning in fiscal 2022, performance shares allocated among three distinct performance conditions — three-year reductions in GHG emissions and methane intensity levels; three-year TSR; and three-year ROC.

 

• Performance conditions are objective and, with respect to TSR and ROC goals, measured relative to a recognized peer group.

 

 

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Executive Compensation

 

COMPENSATION COMPONENT

  OBJECTIVES   KEY FEATURES IN 2022
Executive Health, Welfare, and Retirement Benefits  

• Provide executives with reasonable and competitive benefits commensurate with those in the regulated and unregulated energy industry.

 

• Help the Company attract and retain high-caliber employees in high-level management positions.

 

• Retirement benefits consisting of:

 

• qualified defined contribution plan (401(k));

 

• qualified non-contributory defined contribution plan (retirement savings account or “RSA”) or qualified defined benefit plan (depending on year of hire); and

 

• non-qualified executive retirement plan and/or non-qualified tophat plan, depending on year of hire.

Change in Control Agreements  

• Help assure that executives direct their attention to their duties, acting in the best interests of stockholders, notwithstanding potential for loss of employment in connection with a change in control.

 

• Double-trigger provision to avoid providing benefits to officers who continue to enjoy employment with the Company after a change in control event.

 

• No tax gross-up on payment.

 

• Lump sum severance payment is reduced on a pro-rata basis if termination occurs between age 62 and 65.

Process for Determining Compensation

 

 

Risk Assessment

The Board conducted a risk assessment of the Company’s compensation programs during fiscal 2023. Based on the assessment, the Board concluded that the Company’s compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company.

Role of the Compensation Committee

The Compensation Committee comprises three directors, all of whom have been determined by the Board to be independent. The Compensation Committee administers the Company’s compensation program for named executive officers, setting base salaries and available incentive compensation ranges. The Compensation Committee exercises the authority delegated to it by the stockholders or the Board under the Company’s cash and equity incentive compensation plans, which include:

Cash Compensation Plans/Short-Term Incentive

 

   

AARCIP, generally for named executive officers;

 

   

EACIP, generally for other executive officers; and

Equity Compensation Plan/Long-Term Incentive

 

   

2010 Equity Compensation Plan.

In addition, the Compensation Committee makes recommendations to the Board with respect to the development of incentive compensation plans and equity-based plans and changes in compensation for non-employee directors.

As described below, the Compensation Committee retained the services of independent compensation consultants to assist it in administering the Company’s compensation program. Further, as described earlier in this proxy statement, the members of the Compensation Committee have significant experience in the energy industry and as leaders of major corporations. In these roles, as well as through their experiences with the Company, the Compensation Committee has garnered extensive knowledge regarding the establishment of a competitive and properly focused compensation program for the Company’s

 

 

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Executive Compensation

 

named executive officers. In making the decisions discussed below, the Compensation Committee uses its subjective business judgment developed through its years of experience.

Role of the Chief Executive Officer

In making its subjective determinations with respect to named executive officers other than the Chief Executive Officer, the Compensation Committee discusses the information it receives from its independent compensation consultants with the CEO and seeks his recommendation as to the appropriate base salaries and target short-term and long-term incentive awards for each of these officers, based on his assessment of the officers’ performance, contributions and abilities, and taking into account the compensation consultants’ recommendations. The CEO also provides input to the Compensation Committee’s compensation consultants with regard to the responsibilities of the Company’s named executive officers, to facilitate the consultants’ recommendations and comparisons of such officers and their positions to other positions in the marketplace. The CEO made no recommendations with regard to his own compensation. In addition, regarding fiscal 2023, Mr. Silverstein was not a participant in the AARCIP or EACIP. Instead, as further discussed below, the CEO determined Mr. Silverstein’s annual cash incentive opportunity and final payment based on his subjective determination.

Independent Compensation Consultants

The Compensation Committee retains independent compensation consultants to inform its business judgment as to compensation matters, including the selection of peer companies for compensation comparison purposes. The Compensation Committee retained the services of Korn Ferry (a unit of Korn/Ferry International) (“Korn Ferry”) to provide a competitive assessment of compensation at the Company’s businesses other than its exploration and production business, and Meridian Compensation Partners, LLC (“Meridian”) to assess compensation at its exploration and production business.

Determining Our Peers

The Compensation Committee understands the importance of using comparative data that reflects information from companies with business segments comparable to those of the Company. Because of the Company’s diverse asset mix, selecting an appropriate peer group of companies requires a customized approach that calls for more critical thought than simple selection of a standard industry group, which may include utility companies without a presence in the broader natural gas industry. The Company’s assets span the entire natural gas value chain and include exploration and production (“E&P”), interstate natural gas transmission and storage, natural gas gathering, and natural gas utility operations. For compensation and performance comparisons, the Compensation Committee utilizes two separate peer groups. The Korn Ferry corporate peer group (the “Corporate Peer Group”) is the primary peer group against which the Compensation Committee generally compares named executive officer compensation and is intended to include a group of companies that, as a whole, represents our asset mix. Meridian assists in the formulation of a peer group that is targeted to evaluate our E&P business and the compensation of executives who oversee it (the “E&P Peer Group”). Both peer groups may change over time due to corporate transactions or as the Compensation Committee believes is warranted based on its business judgment. The Compensation Committee believes that the peer groups include an appropriate mix of companies that reflect businesses in which the Company participates, or with which it competes, as reflected in the tables below.

For the purpose of establishing 2023 compensation, the Compensation Committee selected the peer groups listed below. In addition, the Compensation Committee utilized the Corporate Peer Group for purposes of setting relative performance conditions on long-term incentive awards of performance shares.

Corporate Peer Group

Korn Ferry provides information to the Compensation Committee to consider in evaluating and setting compensation for Company officers and officers of affiliate companies other than Seneca, the Company’s E&P business. For those officers, the Compensation Committee reviewed an analysis of the following forms of compensation for comparable positions in general industry and the energy industry:

 

  1)

base salary;

 

  2)

total cash compensation (base salary plus short-term cash incentive); and

 

  3)

total direct compensation (base salary plus short-term cash incentive plus long-term equity incentive).

The Compensation Committee also reviewed recommendations on incentive compensation target amounts with respect to:

 

  1)

short-term cash incentive; and

 

  2)

long-term equity incentive.

 

 

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46    National Fuel Gas Company  |  2024 PROXY STATEMENT    


Executive Compensation

 

Additionally, the Compensation Committee reviewed a proxy analysis of base salary, incentive targets, total cash compensation, long-term incentive and total direct compensation for the offices of President and CEO of the Company, Chief Operating Officer of the Company, Treasurer and Principal Financial Officer of the Company, and President of National Fuel Gas Distribution Corporation, based on proxy data for the Company and the 17 energy companies in the Corporate Peer Group listed below. The Compensation Committee selected these 17 companies for purposes of establishing compensation for 2023 because each participated in one or more businesses that are similar to those of the Company:

 

     CORPORATE PEER COMPANIES FOR FISCAL 2023   

    EXPLORATION    

    &    

    PRODUCTION    

  

    PIPELINE    

    & STORAGE    

    AND/OR    

    GATHERING    

  

    NATURAL    

    GAS UTILITY    

1

 

Antero Midstream Corporation

        X     

2

 

Atmos Energy Corporation

        X    X

3

 

CNX Resources Corporation

   X    X     

4

 

Coterra Energy Inc.

   X          

5

 

DT Midstream Inc.

        X     

6

 

EQT Corporation

   X    X     

7

 

Equitrans Midstream Corporation

        X     

8

 

Gulfport Energy Corporation

   X          

9

 

MDU Resources Group, Inc.

        X    X

10

 

New Jersey Resources Corporation

        X    X

11

 

ONE Gas, Inc.

             X

12

 

Range Resources Corporation

   X          

13

 

SM Energy Company

   X          

14

 

Southwest Gas Holdings, Inc.

        X    X

15

 

Southwestern Energy Company

   X          

16

 

Spire Inc.

        X    X

17

 

UGI Corporation

        X    X
   

TOTAL

   7    11    7

The Compensation Committee reviews the members of the Corporate Peer Group each year and makes such adjustments as it believes are warranted. The Compensation Committee revised the Corporate Peer Group used for purposes of establishing compensation for 2023. In particular, the Compensation Committee wished to add a midstream-focused company to the group, and selected DT Midstream, Inc., which operates an integrated portfolio of midstream pipeline, storage and gathering assets.

E&P Peer Group

Meridian provides information to the Compensation Committee to consider in evaluating and setting compensation for employees at Seneca. Meridian also assessed the compensation of Mr. Bauer, Mr. Kraemer and Ms. Camiolo against the E&P Peer Group. The Compensation Committee requested these additional analyses due to the importance of the Company’s E&P segment and the contributions of Mr. Bauer, Mr. Kraemer and Ms. Camiolo in the management of that segment. The Compensation Committee selected Meridian due to its expertise in E&P industry compensation matters.

The Compensation Committee reviewed an analysis for officers of Seneca and select officers of the Company of compensation practices with respect to the following forms of compensation for comparable positions in the E&P industry:

 

  1.

base salary;

 

  2.

target short-term incentive;

 

  3.

target cash compensation (base salary plus short-term incentive);

 

  4.

long-term incentive; and

 

  5.

total target compensation (base salary plus short-term and long-term incentive).

 

 

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     National Fuel Gas Company  |  2024 PROXY STATEMENT   47


Executive Compensation

 

The Compensation Committee reviewed an analysis based on data from Meridian’s proprietary North America Oil & Gas Exploration & Production compensation database, supplemented by publicly available sources. The Compensation Committee selected 15 E&P peer companies based on criteria such as revenues, assets, and nature of operations that made them relatively comparable to Seneca, in terms of operations, and similar in size to Seneca or the Company. The companies in the 15-member E&P Peer Group ranged in size from approximately $2.4 billion to $14.2 billion in assets (with a median of $5.3 billion). By comparison, at the time the E&P Peer Group was selected, Seneca’s assets and the Company’s consolidated assets totaled approximately $2.5 and $7.9 billion, respectively. The E&P Peer Group is:

 

     E&P PEER COMPANIES FOR FISCAL 2023

1

   Antero Resources Corporation    9    Matador Resources Company

2

   Callon Petroleum Company    10    PDC Energy, Inc.

3

   Chesapeake Energy Corporation    11    Permian Resources Corporation

4

   CNX Resources Corporation    12    Range Resources Corporation

5

   Comstock Resources Inc.    13    SM Energy Company

6

   Earthstone Energy, Inc.    14    Southwestern Energy Company

7

   Gulfport Energy Corporation    15    Talos Energy Inc.

8

   Laredo Petroleum, Inc.          

The Compensation Committee reviews the companies in the E&P Peer Group from time to time and makes adjustments as it believes are warranted. For purposes of establishing compensation for 2023, the Compensation Committee removed Bonanza Creek Energy, Inc., Cimarex Energy Co., and Whiting Petroleum Corporation, which were involved in mergers. The Compensation Committee added Chesapeake Energy Corporation, CNX Resources Corporation, and Earthstone Energy, Inc., based on the criteria noted above.

Fiscal 2023 Total Compensation

 

 

Base Salary

Base salaries provide a predictable base compensation for day-to-day job performance. The Compensation Committee reviews named executive officer base salaries at calendar year-end and adjusts them, if it deems appropriate in its subjective business judgment, following review of its compensation consultants’ competitive analyses and, with respect to named executive officers other than the CEO, upon consideration of the recommendations of the CEO. In addition, base salary may be adjusted during the calendar year when changes in responsibility occur or when circumstances otherwise warrant. Base salary is not adjusted based on specific objective financial results, although overall corporate performance is reviewed by the Compensation Committee in its decision-making process. The Compensation Committee does not use formulas; rather, it exercises its business judgment.

In establishing base salaries for named executive officers other than those employed by Seneca, the Compensation Committee generally references the 50th percentile of the Korn Ferry Energy Industry survey data. For the President of Seneca, the Compensation Committee generally references Meridian survey data for the chief operating officer at independent exploration and production company peers. Because that position is not a direct match, however, the Compensation Committee also references, as a supplement, the position of chief executive officer at those peers. In its subjective business judgment, the Compensation Committee may pay a greater salary if it is necessary to attract, retain and motivate the individuals responsible for the success of the business enterprise. The Compensation Committee considers overall corporate performance and an individual’s specific responsibilities, experience (including time in position) and effectiveness and makes adjustments based on business judgment and, for named executive officers other than the CEO, the CEO’s recommendations.

In setting Mr. Bauer’s base salary for calendar year 2023, the Compensation Committee referenced the independent compensation consultant’s report indicating Mr. Bauer’s then-current base salary was below the 50th percentile of the consultant’s Energy Industry market data. The Compensation Committee increased Mr. Bauer’s salary from $980,000 to $1,040,000, a level still below the 50th percentile level.

In determining Ms. Camiolo’s base salary for calendar year 2023, the Compensation Committee referenced the independent compensation consultants’ reports and increased Ms. Camiolo’s salary from $446,000 to $455,000, the Energy Industry 50th percentile for principal financial officers. The increase followed discussion with Mr. Bauer regarding Ms. Camiolo’s responsibilities, effectiveness and experience.

 

 

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Executive Compensation

 

The Board of Directors designated Mr. Silverstein an executive officer effective May 1, 2023, upon his promotion to the office of Treasurer and Principal Financial Officer. The Compensation Committee set Mr. Silverstein’s base salary at $370,000, a level below the 50th percentile of the Energy Industry market data for principal financial officers. The Compensation Committee did not make any change, at the time of Mr. Silverstein’s promotion, to his fiscal 2023 short-term or long-term incentive compensation.

For calendar year 2023, upon review of the independent compensation consultants’ reports and consultation with Mr. Bauer, the Compensation Committee increased Mr. Kraemer’s base salary from $780,000 to $805,000, a level below the Energy Industry 50th percentile for positions comparable to his position as Chief Operating Officer.

For calendar year 2023, the Compensation Committee increased Mr. Loweth’s base salary as President of Seneca and President of National Fuel Gas Midstream Company, LLC (“Midstream”) from $645,000 to $675,000, a level above the 75th percentile of the independent compensation consultant’s survey data for chief operating officers of independent exploration and production company peers, but below the 25th percentile of the consultant’s survey data for chief executive officers of such peers. The Compensation Committee’s action on Mr. Loweth’s salary followed discussion with Mr. Bauer of Mr. Loweth’s responsibilities, experience and effectiveness.

For calendar year 2023, following discussion with Mr. Bauer regarding Ms. DeCarolis’ responsibilities, experience and effectiveness, the Compensation Committee increased her base salary from $650,000 to $670,000, an amount in line with the Energy Industry 50th percentile for positions comparable to her position as President of the Company’s Utility segment.

The fiscal 2023 base salaries paid to the named executive officers are shown in the Fiscal 2023 Summary Compensation Table under the “Salary” column within this proxy statement.

Annual Cash Incentive

The Company provides an annual cash incentive to its executives to motivate their performance over a short term (which is generally considered to be no longer than two years). Early in the fiscal year, the Compensation Committee establishes for each participant in the AARCIP a target amount for the annual cash incentive, stated as a percentage of base salary. Subject to the limitations described in this paragraph, executives generally can earn up to two times the target percentage, based on performance on written goals. The maximum payment may not exceed the lesser of (i) two times the executive’s base salary, or (ii) two million dollars. In addition, because earnings-related goals take into account performance over two fiscal years, as described below, performance below the maximum level on an earnings-related goal in the first year will negate the possibility of achieving maximum performance on the averaged two-year goal. For participants in the EACIP, the process is similar, except the CEO has broad discretion to reduce the amount otherwise payable as annual cash incentive based on such factors as the CEO may determine.

Target Award Levels

In considering target award levels for the annual cash incentive for fiscal 2023, the Compensation Committee took into account the recommendations of the independent compensation consultants based on reviews of competitive market practices, and the recommendations of Mr. Bauer with respect to participants in the AARCIP, other than himself. The Compensation Committee exercised its business judgment and maintained target awards for fiscal 2023 at the same levels it had set in 2022:

 

AARCIP PARTICIPANT

   TARGET
(AS A PERCENTAGE OF BASE SALARY)
 

Mr. Bauer

     125

Ms. Camiolo

     50

Mr. Kraemer

     100

Mr. Loweth

     95

Ms. DeCarolis

     80

Mr. Silverstein was not a participant in the AARCIP or EACIP for fiscal 2023. Generally, for officers who are not participants in those plans, the CEO determines the officer’s annual cash incentive payment based on his subjective determination of the officer’s performance, with the advice and counsel of the COO and subsidiary presidents, and taking into consideration overall corporate performance. As a general guide, and without limiting the discretion of the CEO to determine payment amounts, the CEO sets target opportunities for these officers. For fiscal 2023, the CEO set Mr. Silverstein’s target opportunity at 45% of his base salary, in line with the compensation consultant’s recommendation for Mr. Silverstein’s position as Treasurer of the utility, pipeline and storage, and gathering subsidiaries as of the beginning of the fiscal year.

 

 

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     National Fuel Gas Company  |  2024 PROXY STATEMENT   49


Executive Compensation

 

Fiscal Year 2023 Performance Goals

Based upon discussions with Mr. Bauer and upon review of forecasted financial and operational data, the Compensation Committee approved for each participant in the AARCIP a set of particular performance goals for the 2023 fiscal year. The Compensation Committee aligned these goals with the Company’s strategic business plans, as well as its ongoing corporate responsibility efforts, including ESG matters. Certain goals overlapped among participants; for example, each had goals tied to safety, diversity and consolidated EBITDA. Incentive payments are based upon performance against the objective performance criteria. All performance criteria applicable to a particular executive are communicated to that executive in writing at the time the criteria are established.

Two-Year Averaging of Earnings-Related Goals

The earnings-related goals established by the Compensation Committee are structured so as to average current-year and prior-year performance. As a result, earnings performance in any given year will impact compensation over two years, mitigating against a potential incentive to pursue short-term results at the expense of longer-term value. In the Company’s E&P segment, for example, a low commodity price environment can militate in favor of scaling back drilling plans, a change that can negatively affect near-term earnings but enhance longer-term value. The Compensation Committee endeavors to incentivize strong short-term results without encouraging activity that is not economic under prevailing market conditions. Averaging earnings-related goals over two years helps to balance those two objectives. The Compensation Committee also sets targets based on the current fiscal year’s financial forecast. Thus, the current year’s targets may be lower (or higher) than the prior year’s targets or actual results (to which the averaging applies). In this way, the impact of lower (or higher) natural gas commodity prices on the Company’s earnings affects the target levels from one year to the next. The use of a two-year averaging technique for earnings-related goals will impact the performance percentage points earned on those goals in a given year, but over time and all other things being equal, it will not change the cumulative performance percentage points earned for actual performance.

The types of objective goals approved for fiscal 2023 and the purpose of the goals are set forth in the following table:

 

GOALS

  PURPOSE
Financial performance goals related to earnings (EBITDA*)   To focus executives’ attention on the Company’s overall profitability, as well as the profitability of certain segments, as appropriate. Performance is averaged with the prior year’s performance to mitigate against short-term action to impact one year’s earnings.
Operations performance goals related to expenses in the exploration and production business, compression reliability in the pipeline and storage and gathering businesses, and customer service in the utility business   To focus executives’ attention on controlling expense, ensuring operational reliability, and continued excellence in customer service.
ESG performance goals related to emissions reductions, safety, and diversity, equity and inclusion   To focus executives’ attention on environmental stewardship, employee, customer and public safety, workplace inclusiveness, and diversity among the workforce

 

*

For purposes of the goals, EBITDA is calculated as operating income plus depreciation, depletion and amortization, plus any period-end impairment charges, excluding the effect of tax code amendments and regulatory responses thereto that impact EBITDA, any reversal of reserves for preliminary survey and investigation charges recorded in a prior fiscal year, and the impact any joint development agreement, restructuring, reorganization, acquisition, disposition, or winding down of any business unit.

To determine the annual cash incentive award payout based on stated performance objectives, the weight assigned to each goal is multiplied by the percentage of the goal achieved to calculate a weighted percentage for each goal. Once the weighted percentage for each goal is determined, the percentages are totaled. That total weighted percentage is multiplied by the target award to arrive at the total incentive payment amount.

The fiscal 2023 annual cash incentives earned by the named executive officers, other than Mr. Silverstein, are shown in the Fiscal 2023 Summary Compensation Table in the “Non-Equity Incentive Plan Compensation” column. Mr. Silverstein’s annual cash incentive is shown in the “Bonus” column. For each named executive officer, other than Mr. Silverstein, the amount earned was based on performance against objective goals established by the Compensation Committee. As described above, each of the EBITDA goals averaged fiscal 2023 performance with the prior year’s performance. For Mr. Silverstein, the CEO determined a payout level of $240,000, considering Mr. Silverstein’s increased responsibilities as Treasurer and Principal Financial Officer (effective May 1, 2023), his performance regarding financing strategy and execution, and his contributions to corporate performance with respect to earnings, safety, and diversity and inclusion. The Compensation Committee approved the incentive payments made to each of the named executive officers.

 

 

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Executive Compensation

 

The following chart identifies the goals assigned to each AARCIP participant for the 2023 fiscal year, the percentage of each goal achieved, the weight assigned to each goal, and the weighted percentage achieved for each goal. Also noted is each participant’s target percentage of base salary, total weighted percentage achieved, target amount, and actual incentive payout. Following the chart, numbered sequentially to match the appearance of the performance objective in the chart, is a summary of what the objective was at the threshold level, target level and maximum level of performance, and a summary of actual performance. Where a target level of performance is stated as a range, achievement at any point within the range will result in the same contribution to the total payout. With regard to EBITDA goals, performance is averaged with the prior year’s performance as a mechanism to mitigate against short-term action to impact one year’s earnings. As noted above, Mr. Silverstein was not a participant in the AARCIP for fiscal 2023.

 

              

ANNUAL CASH INCENTIVE

 

EXECUTIVE

    BAUER     CAMIOLO     KRAEMER     LOWETH     DECAROLIS  

Target Percentage of Base Salary

      125%       50%       100%       95%       80%  

FISCAL 2023
PERFORMANCE GOALS

  PERFORMANCE
(%)
    WGHTD    

WGHTD %

ACHVD

    WGHTD    

WGHTD %

ACHVD

    WGHTD    

WGHTD%

ACHVD

    WGHTD    

WGHTD %

ACHVD

    WGHTD    

WGHTD %

ACHVD

 

Financial Goals

                                                                 
1.    Consolidated EBITDA*     110       0.25       27.50       0.25       27.50       0.25       27.50       0.25       27.50       0.30       33.00  
2.

2.

  

Regulated EBITDA*

Seneca EBITDA*

   

113

116

 

 

   

0.20

0.10

 

 

   

22.60

11.60

 

 

   

0.20

0.10

 

 

   

22.60

11.60

 

 

   

0.25

0.10

 

 

   

28.25

11.60

 

 

    0.20       23.20       0.35       39.55  
3.    Midstream EBITDA*     93       0.10       9.30       0.10       9.30       0.05       4.65       0.10       9.30                  

Operations Goals

                                                                 
1.    Seneca Lease Operating Expense     100                                                       0.10       10.00                  
2.    Seneca Finding and Development Cost     100       0.10       10.00       0.10       10.00           0.10       10.00      
3.    Seneca General and Administrative Expense     143                   0.05       7.15      
4.    Compression Reliability     200               0.05       10.00          
5.    Customer Service     136                                       0.05       6.80                       0.10       13.60  

Environmental, Social and

Governance Goals

                                                                 
1.    Seneca Emission Reduction     100                                                       0.05       5.00                  
2.    Pipeline Emission Reduction     100               0.05       5.00          
3.    Operational Safety and Emissions Reduction     50       0.05       2.50       0.05       2.50               0.05       2.50  
4.    Safety     100       0.15       15.00       0.15       15.00       0.15       15.00       0.10       10.00       0.15       15.00  
5.    Diversity, Equity and Inclusion     100       0.05       5.00