UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Performance Shares with Emissions Reduction Performance Goal
On December 2, 2021, the Compensation Committee (the “Compensation Committee”) of the Board of Directors of National Fuel Gas Company (the “Company”) made the following grants of performance shares with a performance goal related to methane intensity and greenhouse gas emissions reductions (“ESG Performance Shares”) to the named executive officers of the Company: D. P. Bauer, 2,378; K. M. Camiolo, 261; and D. L. DeCarolis, 619. The grants were made under the National Fuel Gas Company 2010 Equity Compensation Plan, as amended and restated (the “2010 Plan”). A brief description of the principal terms and conditions of the ESG Performance Shares is provided below.
The number of ESG Performance Shares awarded to a named executive officer is referred to as the officer’s “ESG Target Opportunity.” The performance cycle for the ESG Performance Shares is January 1, 2022 through December 31, 2024, consistent with the Company’s calendar-year reporting of greenhouse gas emissions. Each ESG Performance Share will make the officer eligible to receive, no later than September 30, 2025 but in any event as soon as practicable after the Compensation Committee determines the extent to which the performance goal has been achieved, up to two shares of common stock of the Company (or the equivalent value in cash, as determined by the Compensation Committee), provided that the ESG Performance Shares will not vest and will be forfeited to the extent the performance goal is not achieved. No dividend equivalents will be provided in respect of the ESG Performance Shares.
The performance goal for the January 1, 2022 to December 31, 2024 performance cycle consists of two parts: reductions in the rates of intensity of methane emissions for each of the Company’s operating segments, and reduction of the consolidated Company’s total greenhouse gas emissions. The Compensation Committee set specific target levels for calendar year 2024 methane intensity rates and total greenhouse gas emissions. The performance goal is intended to incentivize and reward performance that helps position the Company to meet or exceed its 2030 methane intensity and greenhouse gas reduction targets.
The number of ESG Performance Shares that will vest and be paid will depend upon the number of methane intensity segment targets achieved, and whether the Company meets the total greenhouse gas emissions target, as reflected in the following table.
| Performance Level |
Percentage of ESG Target Opportunity Paid |
|||
| 2 of 4 segment targets achieved |
50 | % | ||
| 3 of 4 segment targets achieved |
100 | % | ||
| 4 of 4 segment targets achieved |
150 | % | ||
| 4 of 4 segment targets achieved and total greenhouse gas emissions goal achieved |
200 | % | ||
ESG Performance Shares that do not vest will be automatically forfeited when the Compensation Committee makes its determination as to the extent to which the performance goal has been achieved, but no later than September 30, 2025.
Performance Shares with Relative Total Return on Capital Performance Goal
On December 2, 2021, the Compensation Committee made the following grants of performance shares with a performance goal related to relative total return on capital (“ROC Performance Shares”) to the named executive officers of the Company: D. P. Bauer, 18,624; K. M. Camiolo, 3,137; and D. L. DeCarolis, 7,430. The grants were made under the 2010 Plan. A brief description of the principal terms and conditions of the ROC Performance Shares is provided below.
The number of ROC Performance Shares awarded to a named executive officer is referred to as the officer’s “ROC Target Opportunity.” The performance cycle for the ROC Performance Shares is October 1, 2021 through September 30, 2024. Each ROC Performance Share will make the officer eligible to receive, no later than March 15, 2025 but in any event as soon as practicable after the Compensation Committee determines the extent to which the performance goal has been achieved, up to two shares of common stock of the Company (or the equivalent value in cash, as determined by the Compensation Committee), provided that the ROC Performance Shares will not vest and will be forfeited to the extent the performance goal is not achieved. No dividend equivalents will be provided in respect of the ROC Performance Shares.
The performance goal for the October 1, 2021 to September 30, 2024 performance cycle is the Company’s total return on capital relative to the total return on capital of other companies in a group selected by the Compensation Committee (the “Report Group”). The Report Group consists of the following companies:
Antero Midstream Corporation
Atmos Energy Corporation
CNX Resources Corporation
Coterra Energy Inc.
EQT Corporation
Equitrans Midstream Corp.
Gulfport Energy Corporation
MDU Resources Group, Inc.
National Fuel Gas Company
New Jersey Resources Corporation
ONE Gas, Inc.
Range Resources Corporation
SM Energy Company
Southwest Gas Holdings, Inc.
Southwestern Energy Company
Spire, Inc.
UGI Corporation
Total return on capital for a given company means the average of the company’s returns on capital for each twelve month period corresponding to each of the Company’s fiscal years during the performance cycle, based on data reported for the company in the Bloomberg database at the time of analysis (or, if the Bloomberg database ceases to be available, such alternative publication or service as the Compensation Committee shall designate).
The number of ROC Performance Shares that will vest and be paid will depend upon the Company’s performance relative to the Report Group, and not upon the absolute level of return achieved by the Company. The Compensation Committee established five percentile rankings that will determine the number of ROC
Performance Shares to vest and be paid: (i) less than 45th, (ii) 45th, (iii) 60th, (iv) 75th, and (v) 100th. These percentile rankings will result in vesting and payment of a percentage of the ROC Target Opportunity, as follows: (i) 0%, (ii) 50%, (iii) 100%, (iv) 150%, and (v) 200%, respectively. For example, if the Company’s performance were to place it at the 60th percentile of the Report Group, then 100% of the ROC Target Opportunity would vest and be paid. For performance between two established performance levels, the percentage of ROC Performance Shares to vest and be paid will be determined by mathematical interpolation. Notwithstanding the above, if the Company’s total return on capital is negative, then the percentage of the ROC Target Opportunity to be paid will be capped at 100%. ROC Performance Shares that do not vest will be automatically forfeited when the Compensation Committee makes its determination as to the extent to which the performance goal has been achieved, but no later than March 15, 2025.
Performance Shares with Relative Total Shareholder Return Performance Goal
On December 2, 2021, the Compensation Committee made the following grants of performance shares with a performance goal related to relative total shareholder return (“TSR Performance Shares”) to the named executive officers of the Company: D. P. Bauer, 18,624; K. M. Camiolo, 3,137; and D. L. DeCarolis, 7,430. The grants were made under the 2010 Plan. A brief description of the principal terms and conditions of the TSR Performance Shares is provided below.
The number of TSR Performance Shares awarded to a named executive officer is referred to as the officer’s “TSR Target Opportunity.” The performance cycle for the TSR Performance Shares is October 1, 2021 through September 30, 2024. Each TSR Performance Share will make the officer eligible to receive, no later than March 15, 2025 but in any event as soon as practicable after the Compensation Committee determines the extent to which the performance goal has been achieved, up to two shares of common stock of the Company (or the equivalent value in cash, as determined by the Compensation Committee), provided that the TSR Performance Shares will not vest and will be forfeited to the extent the performance goal is not achieved. No dividend equivalents will be provided in respect of the TSR Performance Shares.
The performance goal for the October 1, 2021 to September 30, 2024 performance cycle is the Company’s three-year total shareholder return relative to the three-year total shareholder return of the other companies in the Report Group. Three-year total shareholder return for a given company will be based on the data reported for that company (with the starting and ending stock prices over the performance cycle calculated as the average closing stock price for the prior calendar month and with dividends reinvested in that company’s securities at each ex-dividend date) in the Bloomberg database at the time of analysis (or, if the Bloomberg database ceases to be available, such alternative publication or service as the Compensation Committee shall designate).
The number of TSR Performance Shares that will vest and be paid will depend upon the Company’s performance relative to the Report Group, and not upon the absolute level of return achieved by the Company. The Compensation Committee established five percentile rankings that will determine the number of TSR Performance Shares to vest and be paid: (i) 30th or below, (ii) 40th, (iii) 50th, (iv) 70th, and (v) 90th or above. These percentile rankings will result in vesting and payment of a percentage of the TSR Target Opportunity, as follows: (i) 0%, (ii) 50%, (iii) 100%, (iv) 150%, and (v) 200%, respectively. For example, if the Company’s performance were to place it at the 50th percentile of the Report Group, then 100% of the TSR Target Opportunity would vest and be paid. For performance between two established performance levels, the percentage of TSR Performance Shares to vest and be paid will be determined by mathematical interpolation. Notwithstanding the above, if the Company’s three-year total shareholder return is negative, then the percentage of the TSR Target Opportunity to be paid will be capped at 100%. TSR Performance Shares that do not vest will be automatically forfeited when the Compensation Committee makes its determination as to the extent to which the performance goal has been achieved, but no later than March 15, 2025.
Restricted Stock Units
On December 2, 2021, the Compensation Committee made a grant of 19,164 restricted stock units (“RSUs”) to D. P. Bauer. The grant was made under the 2010 Plan. A brief description of the principal terms and conditions of the RSUs is provided below.
An RSU is a right to receive one share of common stock of the Company (or the equivalent value in cash or in a combination of shares and cash, as determined by the Compensation Committee) at the end of a specified period of time (the “restricted period”). Except as otherwise specified in the 2010 Plan or determined by the Compensation Committee, the restricted period will lapse, and the RSUs will vest, in three annual installments, commencing on December 2, 2022. If an officer retires prior to a vesting date, the portion of the officer’s RSU grant associated with that vesting date and with all subsequent vesting dates will be automatically forfeited. No dividend equivalents will be provided in respect of the RSUs.
Annual At Risk Compensation Incentive Plan
On December 2, 2021, the Compensation Committee adopted specific written performance goals for fiscal year 2022 under the 2012 Annual At Risk Compensation Incentive Plan (“AARCIP”) for named executive officers D. P. Bauer, K. M. Camiolo, and D. L. DeCarolis. These executives will earn cash compensation in fiscal 2022 under the AARCIP depending upon their performance relative to their goals. Target compensation is 125% of fiscal-year salary for Mr. Bauer, 50% of fiscal-year salary for Ms. Camiolo, and 80% of fiscal-year salary for Ms. DeCarolis. Compensation amounts pursuant to these arrangements generally can range up to $2,000,000 for Mr. Bauer, up to 100% of fiscal-year salary for Ms. Camiolo, and up to 160% of fiscal-year salary for Ms. DeCarolis, in each case subject to limitation based upon the averaging of performance on earnings-related goals over two fiscal years, as described below. The Compensation Committee may approve other compensation or awards at its discretion.
For fiscal 2022, the Compensation Committee has established certain financial performance goals, operations performance goals, and environmental, social and governance (“ESG”) performance goals. The financial performance goals focus on EBITDA (as defined below) of (i) the consolidated Company, (ii) the Company’s pipeline and storage subsidiaries and utility subsidiary, and (iii) the Company’s exploration and production subsidiary and gathering subsidiary. The operations performance goals focus on lease operating expense, finding and development costs, and general and administrative expenses; compression reliability; and customer service. The ESG performance goals focus on corporate responsibility and sustainability matters, including environmental stewardship and the reduction of greenhouse gas emissions, as well as safety, and diversity, equity and inclusion among the Company’s workforce.
The goals for Mr. Bauer and Ms. Camiolo relate to Company EBITDA (weighted as 25% of the formula), EBITDA of the Company’s pipeline and storage subsidiaries and utility subsidiary (weighted as 20% of the formula), EBITDA of the Company’s exploration and production subsidiary and gathering subsidiary (weighted as 20% of the formula), finding and development costs (weighted as 10% of the formula), operational safety measures and emissions reduction (weighted as 5% of the formula), safety (weighted as 15% of the formula), and diversity, equity and inclusion (weighted as 5% of the formula).
The goals for Ms. DeCarolis relate to Company EBITDA (weighted as 30% of the formula), EBITDA of the Company’s pipeline and storage subsidiaries and utility subsidiary (weighted as 35% of the formula), customer service (weighted as 10% of the formula), operational safety measures and emissions reduction (weighted as 5% of the formula), safety (weighted as 15% of the formula), and diversity, equity and inclusion (weighted as 5% of the formula).
In general, for purposes of the goals, EBITDA is defined, subject to certain exclusions, as operating income plus depreciation, depletion and amortization, plus any period-end impairment charges. For each named executive officer, in determining performance on each earnings goal, the current fiscal year’s performance level achievement is averaged with the prior fiscal year’s performance level achievement. 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.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| NATIONAL FUEL GAS COMPANY | ||
| By: | /s/ Sarah J. Mugel | |
| Sarah J. Mugel | ||
| General Counsel and Secretary | ||
Dated: December 8, 2021