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.
|
|
|
|
|
|
|
|
|
|
|
National Fuel Gas Company | 2024 PROXY STATEMENT |
|
7 |
Continuation of Health, Welfare and Fringe Benefits — In addition to the severance payment, named executive officers who have not reached age 65 will be entitled to continued participation in the Company’s employee and executive health, welfare and fringe benefit plans and arrangements, excluding any vacation benefits, for eighteen months following termination (or, in the case of Mr. Loweth, until the end of the second calendar year following termination for purposes of any non-health-related benefit) or until the named executive officer becomes eligible for comparable benefits at a subsequent employer. The estimated value of the continuation of health benefits due to a qualifying termination of employment of an eligible named executive officer following a change in control is $45,743 for family coverage. This amount was based on 18 months of COBRA rates for the medical, drug and dental benefits. In fiscal 2023, among the named executive officers eligible for the continuation of benefits under the Employment Continuation and Noncompetition Agreement, Mr. Bauer, Mr. Silverstein, Mr. Loweth and Ms. DeCarolis participated in an arrangement providing for an allowance related to tax preparation and financial planning, and Mr. Bauer and Ms. DeCarolis each received a payment for life insurance under the ExecutiveLife Insurance Plan. The estimated value of the continuation of these benefits at the same rates for eighteen months is as follows: Mr. Bauer, $20,663; Mr. Silverstein, $5,668; Mr. Loweth, $22,341; and Ms. DeCarolis, $21,000.
The Employment Continuation and Noncompetition Agreements also provide as follows:
Retirement — Except for Mr. Loweth, if the named executive officer is at least fifty-two years old at the date of termination, the named executive officer will be deemed to have earned and be vested in the retirement benefits that are payable to the named executive officer under the Company retirement plans.
Termination for Cause or the Executive Voluntarily Terminates — If the named executive officer’s employment is terminated for cause, death, disability, or the named executive officer voluntarily terminates his or her employment other than for good reason, the named executive officer will not be entitled to the severance benefit discussed above. The named executive officer (or his or her beneficiary) will be entitled to his or her base salary through the date of termination and to any vested benefits under the employee benefit plans, including any compensation previously deferred and not yet paid and any amounts payable pursuant to any agreement between the named executive officer and the Company. The named executive officer will also be entitled to any other benefits provided in the Company’s plans for death or disability.
Non-competition — Unless the named executive officer has elected not to be bound by the non-compete provisions of the agreement, the Company will make a lump sum payment within 30 days following the named executive officer’s date of termination equal to one times the sum of (i) the named executive officer’s annual base salary and (ii) the average of the annual cash bonus for the previous two fiscal years. The non-compete payment will not be paid to the named executive officer if his or her employment is terminated by reason of death, disability, cause, or retirement.
Under the non-compete provisions of the agreement, the named executive officer may not, during the one year period following termination, directly or indirectly engage in, become employed by, serve as an agent or consultant to, or become a partner, principal or stockholder (other than a holder of less than 1% of the outstanding voting shares of any publicly held company) of any business or entity that is engaged in any activity which is competitive with the business of the Company or its subsidiaries or affiliates in any geographic area in which the Company or its subsidiaries are engaged in competitive business.
The following table represents the estimated non-compete payment payable upon termination following a change in control as compensation for the covenant not to compete for all forms of termination except for death, disability, cause or retirement.
|
|
|
|
|
|
|
|
|
|
|
|
|
| NAME |
|
PAYMENT
($) |
|
NAME |
|
PAYMENT
($) |
|
|
|
|
| David P. Bauer |
|
|
|
2,558,039 |
|
|
Justin I. Loweth |
|
|
|
1,274,683 |
|
|
|
|
|
| Timothy J. Silverstein |
|
|
|
510,000 |
|
|
Donna L. DeCarolis |
|
|
|
1,303,789 |
|
|
|
|
|
| Ronald C. Kraemer |
|
|
|
1,697,649 |
|
|
|
|
|
|
|
|
National Fuel Gas Company and Participating Subsidiaries Executive Retirement Plan (the “ERP”)
Mr. Kraemer and Ms. DeCarolis are participants in the ERP. Under the ERP, no benefits will be payable to a named executive officer whose employment is terminated or could have been terminated for serious, willful misconduct in respect of his or her obligations to the Company, including the commission of a felony or a perpetration of a common law fraud damaging to the Company.
In addition, except when a change in control has already occurred, rights under the ERP are forfeited if the named executive officer is employed by anyone who engages in a business competitive with the Company; engages, or advises or assists
|
|
|
|
|
|
|
|
|
|
|
National Fuel Gas Company | 2024 PROXY STATEMENT |
|
71 |
|
|
| Proposal 3. Approval of the Amended and Restated 2010 Equity Compensation Plan |
extend this termination date by ten years, to March 11, 2035. We believe that the Plan has served its intended purposes well and will continue to do so over the next five to ten years.
Amendment of Plan Provisions Relating to “Other Performance-Based Compensation”
Under the Plan as originally adopted, no participant could receive in any calendar year a grant of options and/or SARs in respect of more than 750,000 shares of Common Stock. In addition, awards granted to an “Executive Officer” (as defined in the Plan) during any 12-month period, other than options or SARs, that were intended when granted to be “other performance-based compensation” under Section 162(m) of the Code generally could not exceed 375,000 shares underlying any performance share award, or $2,500,000 underlying any performance unit award, although amounts actually payable in respect of such awards could be up to twice the initial award, if there were superior achievement of the applicable performance goals.
Section 162(m) of the Code was amended, effective for taxable years beginning after December 31, 2017, to eliminate the exception to its limitation previously available for “other performance-based compensation,” except to the extent such compensation is provided pursuant to a binding written agreement in effect on November 2, 2017. No awards granted under the Plan on or before November 2, 2017 are currently outstanding. Thus, under current law, awards under the Plan cannot be “other performance-based compensation,” and the corresponding limitations on the number of shares granted no longer serve their originally intended purpose. Accordingly, we have modified the Plan to eliminate the limitations and the associated references to “other performance-based compensation.”
We have deleted a provision related to Section 162(m) that permitted the Committee to establish written rules or procedures that have the effect of limiting the amount payable with respect to performance units to an amount that is less than the maximum amount otherwise authorized. Deleting the provision removes a potential concern over the availability of fixed accounting treatment for performance unit awards.
Other Amendments
We have modified the Plan to state that the Committee shall determine whether dividend equivalents will be provided in respect of performance shares and performance units. This change would make clear that the Committee may utilize a design option that we understand is common among public companies. It could also preserve shares of Common Stock for issuance under the Plan, if as a result of the use of dividend equivalents, fewer performance shares (or performance units) were to be awarded, and dividend equivalents were to be paid in cash. The Plan continues to provide that no dividend equivalents will be paid or payable on any performance shares or performance units before they vest, and we have added a similar statement with respect to RSUs. We have also added to the Plan a statement to the effect that Covered Compensation paid to a Covered Officer (as such terms are defined under the Company’s Clawback Policy) that results from an award under the Plan will be recoverable under the Clawback Policy, subject to the terms and conditions of the Clawback Policy.
Principal Terms of the Plan
The principal terms of the Plan, as amended to increase the number of shares authorized for issuance thereunder and to extend the Plan’s termination date, are summarized below. In evaluating this Proposal 3, stockholders should consider all factors set forth under this Proposal 3.
If stockholders do not reapprove the Plan, the Plan will continue in effect as last approved by stockholders (that is, the number of shares available for issuance will not be increased and the termination date will not be extended).
Administration
The Plan generally provides for administration by the Committee. Among the powers granted to the Committee (which are further described in the Plan) are the authority to interpret the Plan, establish administrative rules, regulations and procedures, select employees of the Company and its subsidiaries to receive awards, determine the form, amount and other terms and conditions of an award, grant waivers of Plan terms and conditions or modify awards (subject to the terms of the Plan), and take all action it deems advisable for the proper administration of the Plan. The Plan authorizes the Committee to delegate its authority and duties under the Plan, in certain circumstances and subject to limitations described in the Plan, to the Chief Executive Officer and other senior officers of the Company.
Eligibility for Participation
All officers and other management employees of the Company and its subsidiaries (a total of approximately 40 and 950 individuals, respectively) are eligible to be selected to participate in the Plan. In fiscal 2023, awards were granted to each of
|
|
|
|
|
|
|
| 82 |
|
National Fuel Gas Company | 2024 PROXY STATEMENT |
|
|
|
|
|
|
| Proposal 3. Approval of the Amended and Restated 2010 Equity Compensation Plan |
the Company’s officers and to approximately 90 other management employees. The Committee has the discretion to choose which eligible individuals shall receive awards under the Plan, as well as the type, number and terms of the awards. The basis for participation in the Plan is selection for participation by the Committee (or its authorized delegate).
Amendment, Modification and Termination of Plan
The Board or the Committee may amend or modify the plan, provided that, without the approval of stockholders, no amendment may: (i) materially increase the benefits to the participants of the Plan, (ii) increase the number of shares subject to the Plan or the individual award limitations (described below), (iii) modify the class of persons eligible for participation in the Plan, or (iv) materially modify the Plan in any other way that would require stockholder approval. Unless otherwise terminated earlier, the Plan, as amended to extend the termination date by ten years, will automatically terminate on March 11, 2035. The Board or Committee may at any time in its sole discretion, for any reason, terminate or suspend the Plan.
Shares Available for Grant
As amended to increase the current share authorization of 8,700,000 shares by a subsequent 3,700,000 shares, the Plan authorizes for issuance a maximum of 12,400,000 shares of Common Stock of the Company, plus the number of shares subject to awards (or any portion of awards) issued under the Plan that lapse or are cancelled, forfeited, terminated or otherwise settled without the issuance of Common Stock. Shares are counted against the Plan limit (and added back to the Plan) using the Fungible Share Counting described above. If an award is issued in tandem with any other award (such that it is only possible to benefit under either but not both awards), the shares subject to such awards will be counted only once against such limit, based on the award that represents the greatest allocation of shares for this purpose.
The following shares of Common Stock may not again be made available for reissuance as awards under the Plan: (i) shares of Common Stock not issued or delivered as a result of the net settlement of an outstanding stock appreciation right or option, (ii) shares of Common Stock used to pay the exercise price or withholding taxes related to an outstanding award, or (iii) shares of Common Stock repurchased on the open market with the proceeds of the option exercise price.
The maximum limits of stock underlying awards are subject to equitable adjustment as further described in the Plan in the event of any stock dividend, stock split or share combination in respect of, or extraordinary cash dividend on, our Common Stock or any recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, dissolution, liquidation, exchange of shares, warrants or rights offering to purchase our Common Stock at a price substantially below fair market value (as defined in the Plan), or other similar event affecting the Common Stock (an “Adjustment Event”).
Types of Awards
The Plan provides for the grant of any or all of the following types of awards: (i) stock options, (ii) SARs, (iii) restricted shares of our Common Stock (“Restricted Stock”), (iv) RSUs, (v) performance shares, (vi) performance-based dollar denominated awards (“performance units”), and (vii) certain other stock-based awards. Such awards may be granted singly or in combination, as determined by the Committee.
(a) Stock Options
Under the Plan, the Committee may grant awards to participants in the form of non-qualified stock options. The Committee determines the number of shares subject to the option, the manner and time that the option may be exercised and the exercise price per share of Common Stock subject to the option. In no event, however, may the exercise price of a stock option be less than the fair market value of the Company’s Common Stock on the date of the stock option’s grant.
Dividend equivalents may not be paid on stock options, and stock options may not be repriced (as further described in the Plan). Stock options will expire no later than the tenth anniversary of the date granted.
Unless the award notice provides otherwise, each option will vest in three equal annual installments, subject to the participant’s continued employment with the Company or subsidiary through such date (except as provided below). The Committee may provide that options may also become exercisable, in whole or in part, upon the occurrence of any event specified in the Plan or other condition specified by the Committee at or after the grant date of the applicable option. In its discretion, the Committee may establish in the award notice, conditions based on performance goals (in lieu of, or in addition to, time-based vesting) with respect to the exercisability of any option. Unless the award notice provides otherwise:
| |
(i) |
if a participant’s employment with the Company or a subsidiary terminates for Cause (as defined in the Plan), all options, vested or unvested, shall be forfeited and cancelled, |
| |
(ii) |
upon the termination of a participant’s employment with the Company or a subsidiary due to death or disability (as defined in the Plan), or on or after his or her 60th birthday other than for Cause (“Retirement”), all outstanding options |
|
|
|
|
|
|
|
|
|
|
|
National Fuel Gas Company | 2024 PROXY STATEMENT |
|
83 |
EXHIBIT A
TO
NATIONAL FUEL GAS COMPANY
CORPORATE GOVERNANCE GUIDELINES
NATIONAL FUEL GAS COMPANY
DIRECTOR QUALIFICATION GUIDELINES
The Board of Directors in considering qualifications of directors standing for re-election and candidates for Board membership will consider the following factors, in addition to those other factors it may deem relevant:
1. Strong management experience, ideally with major public companies.
2. Other areas of expertise or experience that are desirable given the Company’s business and the current make-up of the Board, such as expertise or experience in: the natural gas industry, information technology businesses, manufacturing, financial or investment banking, scientific research and development, senior level government experience, and academic administration or teaching.
3. Desirability of range in age, so that retirements are staggered to permit replacement of directors of desired skills and experience in a way that will permit appropriate continuity of Board members.
4. Independence, as defined by the Board.
5. Diversity of perspectives, including all aspects of diversity (race, ethnicity, national origin, gender and other protected classes), brought to the Board by individual members.
6. Knowledge and skills in accounting and finance, business judgment, general management practices, crisis response and management, industry knowledge and leadership.
7. Personal characteristics matching the Company’s values, such as integrity, accountability, financial literacy, and high performance standards.
8. Additional characteristics, such as:
a.) willingness to commit the time required to fully discharge their responsibilities to the Board, including the time to prepare the Board and Committee meetings by reviewing the material supplied before each meeting;
b.) commitment to attend a minimum of 75% of meetings;
c.) ability and willingness to represent the stockholders’ long and short-term interests;
d.) awareness of the Company’s responsibilities to its customers, employees, suppliers, regulatory bodies, and the communities in which it operates; and
e.) willingness to advance their opinions, but once a decision is made by a majority of the Board, a willingness to support the majority decision assuming questions of ethics or propriety are not involved.
9. The number of commitments to other entities, with one of the more important factors being the number of other public-company boards on which the individual serves.
10. In order to qualify for election as a director, a nominee must be a stockholder of the Company.
|
|
|
|
|
|
|
|
|
|
|
National Fuel Gas Company | 2023 PROXY STATEMENT |
|
B-7 |
|
|
| Appendix D to Proxy Statement |
50% of the fair market value of all classes of stock of such entity, in either case, in substantially the same proportionate ownership as such persons held immediately before such consolidation or merger,
(iii) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all the assets of the Company; or
(iv) individuals who constitute the Board at the beginning of the 12 month period ended on the date of determination (the “Incumbent Board”) have ceased for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to such date whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least 75% of the directors then comprising the Incumbent Board (either by specific vote or by approval of the proxy statement of the Company in which such person is named as nominee for director without objection to such nomination) shall be, for purposes of this Plan, considered as though such person were a member of the Incumbent Board.
“Code” means the Internal Revenue Code of 1986, as amended from time to time.
“Committee” means the Compensation Committee of the Board, or such other committee designated by the Board, authorized to administer the Plan.
“Common Stock” means the common stock of the Company.
“Company” means National Fuel Gas Company.
“Disability”, with respect to any Participant occurs, unless otherwise provided for in an Award Notice, when and if, as a result of disease, injury or mental disorder, the Participant is incapable of engaging in regular employment or occupation with the Company or a Subsidiary and if and so long as the Social Security Administration has determined that the Participant is disabled; provided that, the Participant will not be considered to have a Disability under the Plan if the condition giving rise to the disability (i) was contracted, suffered or incurred by reason of being or having been engaged in any criminal or illegal activity, (ii) resulted from the Participant’s habitual drunkenness or narcotic or drug addiction, (iii) resulted from an intentionally self-inflicted injury or (iv) resulted from service in the armed forces for which a military allowance or pension is paid.
“Dividend Equivalents” means an amount equal to the regular cash dividends paid by the Company upon one share of Common Stock.
“Effective Date” means the date following adoption of this Plan by the Board, on which this Plan is approved by a majority of the votes cast at a duly constituted meeting of the shareholders of the Company.
“Employee” means an officer or other management employee of the Company or Subsidiary.
“Employer” means, with respect to any Employee or Participant, whichever of the Company or any of its Subsidiaries employs such person.
“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.
“Executive Officer” means any “officer” within the meaning of Rule 16a-1(f) promulgated under the Exchange Act.
“Fair Market Value” of a share of Common Stock on any date means the average of the high and low sales prices of a share of Common Stock as reflected in the next day reports of the high and low sales prices of a share of Company Common Stock, as reported on either www.bloomberg.com or www.yahoo.com (or, if no such shares were publicly traded on that date, the next preceding date that such shares were so traded); provided, however, that if shares of Common Stock shall not have been traded for more than five (5) trading days immediately preceding such date, Fair Market Value shall mean the closing price on the immediately preceding date on which stock transactions were so reported.
“Grant Price” means, with respect to a SAR, the Fair Market Value of a share of Common Stock measured as of the date the SAR is granted to a Participant or such greater amount as shall be determined by the Committee and specified in the applicable Award Notice.
“ISO” means an Option that is an “incentive stock option” within the meaning of section 422 of the Code.
“Nonqualified Stock Option” means an Option that is not an ISO.
|
|
|
|
|
|
|
| D-2 |
|
National Fuel Gas Company | 2024 PROXY STATEMENT |
|
|
|
|
|
|
| Appendix D to Proxy Statement |
“Option” means the right to purchase Common Stock at a stated price for a specified period of time. For purposes of the Plan, an Option may be either (i) an ISO or (ii) Nonqualified Stock Option.
“Other Stock-Based Award” means an Award made pursuant to, and in accordance with the requirements of Section 10 of the Plan.
“Participant” means any individual to whom an Award has been granted by the Committee under this Plan.
“Performance Awards” means Awards of Performance Shares or Performance Units, or any other Award granted under this Plan, the vesting of which is conditioned upon attainment of Performance Goals.
“Performance Cycle” means the period selected by the Committee during which the performance of the Company or any Subsidiary or unit thereof or any individual is measured for the purpose of determining the extent to which an Award subject to Performance Goals has been earned.
“Performance Goals” means the objectives for the Company, any Subsidiary or business unit thereof, or Participant that may be established by the Committee for a Performance Cycle with respect to any performance-based Awards contingently granted under the Plan. The performance measure(s) to be used for purposes of Awards granted under the Plan shall be established by the Committee, including, but not limited to, one or more measures chosen from among the following, as applied to the Company or to any Subsidiary or combination of Subsidiaries, whether on a relative or a comparative basis: (i) earnings per share, (ii) net income (before or after taxes), (iii) return measures (including, but not limited to, return on assets, equity or sales), (iv) cash flow return on investments which equals net cash flows divided by owners equity, (v) earnings before or after taxes, depreciation and/or amortization; (vi) gross revenues, (vii) operating income (before or after taxes); (viii) total shareholder return, (vi) corporate performance indicators (indices based on the level of certain expenses, certain objectively measurable operational events or certain services provided to customers), (x) cash generation, profit and/or revenue targets, (xi) growth measures, including revenue growth, reserve growth or reserve replacement, whether or not as compared to a peer group or other benchmark and/or (xii) share price (including, but not limited to, growth measures and total shareholder return). In setting performance goals using these performance measures, and in determining actual performance relative to these performance measures, the Committee may exclude the effect of changes in accounting standards and events impacting the comparability of results of operations or financial condition, as specified by the Committee, such as write-offs, capital gains and losses, and acquisitions and dispositions of businesses.
“Performance Shares” means an Award constituting units denominated in Common Stock, the number of which such units may be adjusted over a Performance Cycle based upon the extent to which Performance Goals have been satisfied.
“Performance Unit” means a dollar denominated unit (or a unit denominated in the Participant’s local currency) granted pursuant to the Plan, payable upon the extent of the achievement of the applicable Performance Goals.
“Permitted Transferees” has the meaning ascribed to it in Section 14 of this Plan.
“Plan” means this National Fuel Gas Company 2010 Equity Compensation Plan. Any reference in the Plan to a Section or paragraph number refers to that portion of the Plan.
“Restricted Period” means the period of time during which Restricted Stock Units or shares of Restricted Stock are subject to forfeiture or restrictions on transfer (if applicable) pursuant to Section 8 of the Plan.
“Restricted Stock” means Common Stock awarded to a Participant pursuant to the Plan that is subject to forfeiture and restrictions on transferability in accordance with Section 8 of the Plan.
“Restricted Stock Unit” means a Participant’s right to receive, pursuant to Section 8 of this Plan, one share of Common Stock (or the equivalent value thereof in cash), at the end of a specified period of time, which right is subject to forfeiture in accordance with Section 8 of the Plan.
“Retirement” means, unless another definition is incorporated into the applicable Award Notice, a termination of the Participant’s employment or service at or after the Participant reaches age 60, but not including a termination for Cause.
“Section 409A” means Section 409A of the Code and the applicable rules, regulations and guidance promulgated thereunder.
“Settlement Payment” has the meaning ascribed to it in Section 12 of this Plan.
|
|
|
|
|
|
|
|
|
|
|
National Fuel Gas Company | 2024 PROXY STATEMENT |
|
D-3 |
|
|
| Appendix D to Proxy Statement |
“Stock Appreciation Right” or “SAR” means a stock appreciation right granted under Section 7 of the Plan in respect of one or more shares of Common Stock that entitles the holder thereof to receive, in cash or Common Stock as determined by the Committee in its discretion (which discretion may be exercised at or after grant, including after exercise of the SAR), an amount per share of Common Stock equal to the excess, if any, of the Fair Market Value on the date the SAR is exercised over the Grant Price.
“Subsidiary” means a corporation or other business entity in which the Company directly or indirectly has an ownership interest of more than fifty percent (50%).
“Trust” has the meaning ascribed to it in Section 14(a) of the Plan.
SECTION 3
ADMINISTRATION
(a) Administration. The Plan shall be administered by the Committee. The Committee shall have sole and complete authority to (i) interpret the Plan and Awards made under the Plan, including by resolving any omission or correcting any defect in the Plan or any Award, (ii) establish such administrative rules, regulations and procedures as it deems necessary or appropriate for the proper administration of the Plan, (iii) select the Employees to receive Awards under the Plan, (iv) determine the form of each Award, the number of shares subject to each Award and all the terms and conditions of each Award, (v) determine whether Awards are to be granted singly, in combination or in the alternative, (vi) grant waivers of Plan terms and conditions (vii) modify an Award, to the extent permissible by applicable law, including without limitation Section 409A, and (viii) take any and all other action it deems advisable for the proper administration of the Plan. Notwithstanding the foregoing, without the express approval of stockholders, the Committee shall not have the authority to grant Awards in replacement of Awards previously granted under the Plan. All determinations of the Committee shall be final, binding and conclusive.
(b) Delegation by the Committee. Notwithstanding any other provision of this Plan or an Award Notice, but subject to applicable law, the Committee, in its discretion, may delegate its authority and duties under the Plan to the Chief Executive Officer or to other senior officers of the Company, provided, however, that only the Committee may select and grant Awards and render other decisions as to the timing, pricing and amount of Awards to Participants who are Executive Officers.
(c) Indemnification. No member of the Committee shall be personally liable for any act, omission or determination relating to the Plan, and the Company shall indemnify and hold harmless each member of the Committee and each other director or employee of the Company to whom any duty or power relating to the administration or interpretation of the Plan has been delegated, against any cost or expense (including counsel fees) or liability (including any sum paid in settlement of a claim with the approval of the Committee) arising out of any action, omission or determination related to the Plan, if, in any case, such member, director or employee made or took such action, omission, or determination in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal action or proceeding, such person had no reasonable cause to believe his or her conduct was unlawful.
(d) 409A Compliance. The Plan is intended to be administered in a manner consistent with the requirements, where applicable, of Section 409A. Where reasonably possible and practicable, the Plan shall be administered in a manner to avoid the imposition on Participants of immediate tax recognition and additional taxes pursuant to Section 409A. Notwithstanding the foregoing, neither the Company nor the Committee, nor any of the Company’s directors, officers or employees shall have any liability to any person in the event Section 409A applies to any such Award in a manner that results in adverse tax consequences for the Participant or any of his beneficiaries or transferees.
SECTION 4
ELIGIBILITY
The Committee may grant an Award pursuant to the Plan to any Employee it shall designate. The Committee may grant any or all of the Awards specified herein to any particular Participant (subject to the applicable limitations set forth in the Plan). Receipt of an Award of one type, or in any year or other period, shall neither entitle an Employee to receive, nor disqualify an Employee from receiving, another type of Award, or an Award in any future year or period. An Award may be made for one year or multiple years without regard to whether any other type of Award is made for the same year or years.
|
|
|
|
|
|
|
| D-4 |
|
National Fuel Gas Company | 2024 PROXY STATEMENT |
|
|
|
|
|
|
| Appendix D to Proxy Statement |
grant date of the Option. The Committee shall not have the right to reprice an Option under this Plan, including by (i) amending an Option to reduce its exercise price, (ii) canceling an Option at a time when its exercise price exceeds the Fair Market Value of one share in exchange for an Option, SAR, Restricted Stock, Stock Unit or other equity award, unless the cancellation or exchange occurs in connection with a merger, acquisition, spin-off or other similar corporate transaction or (iii) taking any other action that is treated as a repricing under generally accepted accounting principles, provided, however, that adjustments pursuant to Section 5(d) shall not be deemed to be a repricing that is prohibited by this Section 6(b).
(c) Vesting and Exercisability. Unless otherwise provided in Section 11 or Section 12 hereof or in the Participant’s Award Notice, each Option awarded to a Participant under the Plan shall become vested and exercisable in three equal annual installments, subject to the Participant’s continued employment with the Company or Subsidiary through such date. The Committee may provide that Options may also become exercisable, in whole or in part, upon the occurrence of any event specified in the Plan or other condition specified by the Committee at or after the grant date of the applicable Option. In its discretion, the Committee may establish in the Award Notice, conditions based on Performance Goals (in lieu of, or in addition to, time-based vesting) with respect to the exercisability of any Option. No Option shall be exercisable after the tenth anniversary of its grant date.
(d) ISOs. Notwithstanding anything in the Plan to the contrary, no Option that is intended to be an ISO may be granted after the tenth anniversary of the Effective Date of the Plan. No term of this Plan relating to ISOs shall be interpreted, amended or altered, nor shall any discretion or authority granted under the Plan be so exercised, so as to disqualify the ISO or the Plan under Section 422 of the Code, or, without the consent of any Participant affected thereby, to disqualify any ISO under such Section 422. The number of shares of Common Stock that shall be available for ISOs granted under the Plan is three million (3,000,000) shares.
(e) Payment. The Committee shall establish procedures governing the exercise of Options. No shares shall be delivered pursuant to any exercise of an Option unless arrangements satisfactory to the Committee have been made to assure full payment of the exercise price therefore. Payment of the exercise price of an Option may be paid (i) in cash or its equivalent, (ii) by exchanging shares of Common Stock or shares of Restricted Stock, (iii) a combination of the foregoing or (iv) pursuant to such other arrangements as the Committee may deem appropriate, including a cashless exercise program. The Committee, in its sole discretion, may adopt administrative rules, regulations or procedures with respect to any method of exercising an Option, including pursuant to a cashless exercise program, if permitted. The Company may not make a loan to a Participant to facilitate such Participant’s exercise of any of his or her Options or payment of taxes.
SECTION 7
STOCK APPRECIATION RIGHTS
(a) Grants. Awards may be granted in the form of Stock Appreciation Rights and may be granted to any Employee at such time or times as shall be determined by the Committee. Stock Appreciation Rights may be granted on a stand-alone basis or in tandem with another Award granted under the Plan. The grant date of a Stock Appreciation Right under the Plan will be the date on which the Stock Appreciation Right is awarded by the Committee, or a specified date in the future, including a date relating to the satisfaction of any such condition or conditions to the effectiveness of such grant as the Committee shall specify in its sole discretion. Stock Appreciation Rights shall be evidenced by an Award Notice, whether as part of an Award Notice governing the terms of the Options, if any, to which such Stock Appreciation Rights relate or pursuant to a separate Award Notice with respect to freestanding Stock Appreciation Rights, in each case containing such provisions not inconsistent with the Plan as the Committee shall determine, provided that Dividend Equivalents shall not be paid or payable on any Stock Appreciation Right.
(b) Terms and Conditions of SARs. Except as otherwise determined by the Committee at or after grant and subject to the Participant’s continued employment or service with the Company or a Subsidiary through such date, each Stock Appreciation Right awarded to a Participant under the Plan shall become vested and exercisable in accordance with the vesting schedule provided in the applicable Award Notice, but in no event later than ten years from the date of grant. Unless otherwise provided in Section 11 or Section 12 hereof or in the Participant’s Award Notice, each SAR awarded to a Participant under the Plan shall become vested and exercisable in three equal annual installments, subject to the Participant’s continued employment with the Company or Subsidiary through such date. Stock Appreciation Rights may also become exercisable, in whole or in part, upon the occurrence of any event or events as specified in the Plan or specified by the Committee, in its discretion, either at or after the grant date of the applicable Stock Appreciation Right. In its discretion, the Committee may also establish conditions based on Performance Goals (in lieu of, or in addition to, time based vesting) with respect to the
|
|
|
|
|
|
|
| D-6 |
|
National Fuel Gas Company | 2024 PROXY STATEMENT |
|
|
|
|
|
|
| Appendix D to Proxy Statement |
exercisability of any Stock Appreciation Rights. No Stock Appreciation Rights shall be exercisable after the tenth anniversary of their grant date. The Committee may impose such conditions with respect to the exercise of Stock Appreciation Rights, including without limitation, any conditions relating to the application of federal or state securities laws, as it may deem necessary or advisable. Notwithstanding the foregoing sentence, the Committee shall not have the right to reprice a SAR under this Plan, including by (i) amending a SAR to reduce its Grant Price, (ii) canceling a SAR at a time when its Grant Price exceeds the Fair Market Value of one share in exchange for an Option, SAR, Restricted Stock, Stock Unit or other equity award, unless the cancellation or exchange occurs in connection with a merger, acquisition, spin-off or other similar corporate transaction or (iii) taking any other action that is treated as a repricing under generally accepted accounting principles, provided, however, that adjustments pursuant to Section 5(d) shall not be deemed to be a repricing that is prohibited by this Section 7(b).
(c) Deemed Exercise. Any SAR not already exercised shall be deemed to be exercised at the close of business on the scheduled expiration date of such SAR, if at such time the SAR by its terms remains exercisable and, if so exercised, would result in a payment to the holder of such SAR.
(d) Payment of SAR Amount. Upon exercise of a SAR, the holder shall be entitled to receive payment, in cash, in shares of Common Stock or in a combination thereof, as determined by the Committee, of an amount determined by multiplying:
(i) the excess, if any, of the Fair Market Value at the date of exercise over the Grant Price, by
(ii) the number of shares of Common Stock with respect to which the SARs are then being exercised; provided that, at the time of grant with respect to any SAR payable in cash, the Committee may establish in the Award Notice, in its sole discretion, a maximum amount per share which will be payable upon the exercise of such SAR.
SECTION 8
RESTRICTED STOCK; RESTRICTED STOCK UNITS
(a) Grants. Restricted Stock and Restricted Stock Units may be granted to Participants at such time or times as shall be determined by the Committee. The grant date of any Restricted Stock or Restricted Stock Units under the Plan will be the date on which such Restricted Stock or Restricted Stock Units are awarded by the Committee, or a specified date in the future, including a date related to the satisfaction of any such condition or conditions to the effectiveness of such grant as the Committee shall specify in its sole discretion. Restricted Stock and Restricted Stock Units shall be evidenced by an Award Notice that shall specify (i) the number of shares of Restricted Stock and the number of Restricted Stock Units to be granted to each Participant, (ii) the applicable Restricted Period(s) and (iii) such other terms and conditions, not inconsistent with the Plan, as the Committee shall determine. Any shares of Restricted Stock granted under the Plan may be evidenced in such manner as the Company deems appropriate, including, without limitation, book-entry registration of the shares on the Company’s books and records or the issuance of a stock certificate or certificates that shall be held in the custody of the Secretary of the Company until the Restricted Period applicable to the Award lapses.
(b) Vesting. Restricted Stock and Restricted Stock Units granted to Participants under the Plan shall be subject to a Restricted Period established pursuant to the terms of the Plan or by the Committee. Except as otherwise specified in the Plan or determined by the Committee at or after grant, the Restricted Period with respect to Restricted Stock and Restricted Stock Units that vest (i) solely based on the passage of time and the continued performance of services shall lapse in three approximately equal annual installments on the first through third anniversaries of the grant date and (ii) upon the satisfaction of Performance Goals shall lapse, to the extent Performance Goals have been achieved, not earlier than one year after the commencement of the applicable Performance Cycle. The Restricted Period applicable to any Restricted Stock grant or Restricted Stock Award shall be specified in the Participant’s Award Notice. The Restricted Period may lapse with respect to portions of Restricted Stock and Restricted Stock Units on a pro rata basis, or it may lapse at one time with respect to all Restricted Stock and Restricted Stock Units in an Award. The Restricted Period shall also lapse, in whole or in part, upon the occurrence of any event or events, including a Change in Control, specified in the Plan.
(c) Settlement of Restricted Stock and Restricted Stock Units. At the expiration of the Restricted Period for any outstanding Restricted Stock Awards, the Company shall evidence the lapse of the restrictions applicable to the Restricted Stock Award and shall, upon request, deliver stock certificates evidencing the shares related to such Restricted Stock Awards to the Participant or the Participant’s legal representative (or otherwise evidence the issuance of such shares free of any restrictions imposed under the Plan). At the expiration of the Restricted Period with respect to any outstanding
|
|
|
|
|
|
|
|
|
|
|
National Fuel Gas Company | 2024 PROXY STATEMENT |
|
D-7 |
|
|
| Appendix D to Proxy Statement |
service. Unless otherwise specified by the Committee in the corresponding Award Notice, any Option or SAR that is vested not later than the date of termination shall remain exercisable until the first anniversary of the date of the Participant’s termination of service or the Award’s original expiration date, whichever is earlier, after which date any unexercised Option or SAR shall terminate.
(e) Termination for any Other Reason. Unless otherwise determined by the Committee at or after the time the Award is granted, and except as may otherwise be provided in any agreement to which the Company and a Participant are parties, if a Participant’s employment or service with the Company or a Subsidiary is terminated for any reason other than death, Disability, Retirement, Cause, divestiture or reduction in force, all Options and SARs that are not exercisable, and all other Awards that have not vested or become payable, as of the date of such termination shall be immediately forfeited and cancelled, effective as of the date of the Participant’s termination of service. Unless otherwise specified in the Participant’s Award Notice, and except as may otherwise be provided in any agreement to which the Company and a Participant are parties, any Options and SARs awarded to a Participant whose employment or service with the Company or a Subsidiary terminates other than due to death, Disability, Retirement or Cause (including, without limitation, by reason of the fact that an entity that employs or employed the Participant ceases to be a Subsidiary) that are exercisable as of such termination shall remain exercisable for 90 days thereafter, or until the Award’s original expiration date, whichever is earlier, after which date any unexercised Options and SARs shall terminate.
SECTION 12
CHANGE IN CONTROL
(a) Accelerated Vesting and Payment. Subject to the provisions of Section 12(b) below, in the event of a Change in Control (i) each Option and SAR then outstanding shall be fully exercisable regardless of the exercise schedule otherwise applicable to such Option and/or SAR, (ii) the Restricted Period shall lapse as to each share of Restricted Stock then outstanding, (iii) each outstanding Restricted Stock Unit shall become fully vested and payable, (iv) each outstanding Performance Share Award and Performance Unit Award shall be deemed earned at the target level of performance for such Award, and (v) each outstanding Other Stock-Based Award shall become fully vested and payable. In addition, in connection with such a Change in Control, the Committee may, in its discretion, provide that each Option and/or SAR shall, upon the occurrence of such Change in Control, be canceled in exchange for a payment per share in cash (the “Settlement Payment”) in an amount equal to the excess, if any, of the Fair Market Value over the exercise price of such Option or the Grant Price of such SAR. Should the Committee authorize any Settlement Payments in respect of Options, the Committee may determine that any Options which have an exercise price per share below the Fair Market Value shall be deemed cancelled and satisfied in full for a deemed Settlement Payment of zero. The Committee may also direct that each Restricted Stock Unit, Other Stock-Based Award, Performance Share and/or Performance Unit shall be settled in cash with its value determined based on the value received by the shareholders in any transaction that itself constitutes a Change in Control.
(b) Alternative Awards. Notwithstanding Section 12(a), no cancellation, acceleration of exercisability, vesting, cash settlement or other payment shall occur with respect to any Award if the Committee reasonably determines in good faith, prior to the occurrence of a Change in Control, that such Award shall be honored or assumed, or new rights substituted therefor (such honored, assumed or substituted award hereinafter called an “Alternative Award”), by a Participant’s employer (or the parent or an affiliate of such employer) immediately following the Change in Control; provided that any such Alternative Award must:
(i) be based on stock which is traded on an established U.S. securities market;
(ii) provide such Participant with rights and entitlements substantially equivalent to or better than the rights, terms and conditions applicable under such Award, including, but not limited to, an identical or better exercise or vesting schedule and identical or better timing and methods of payment;
(iii) have substantially equivalent economic value to such Award (determined at the time of the Change in Control and using valuation principles permitted under Treas. Reg. § 1.424-1); and
(iv) have terms and conditions which provide that in the event that, during the 24-month period following the Change in Control, the Participant’s employment or service is involuntarily terminated for any reason (including, but not limited to a termination due to death or Disability) other than for Cause or Constructively Terminated (as defined below), all of such Participant’s Options and/or SARs shall be deemed immediately and fully exercisable, the Restricted Period shall lapse as to each of the Participant’s outstanding Restricted Stock awards, each of the Participant’s outstanding Restricted
|
|
|
|
|
|
|
|
|
|
|
National Fuel Gas Company | 2024 PROXY STATEMENT |
|
D-11 |
|
|
| Appendix D to Proxy Statement |
Stock Unit Awards and Other Stock-Based Awards shall be payable in full and each such Alternative Award shall be settled for a payment per each share of stock subject to the Alternative Award in cash, in immediately transferable, publicly traded securities or in a combination thereof, in an amount equal to, in the case of an Option or SAR, the excess of the fair market value of such stock on the date of the Participant’s termination over the corresponding exercise or base price per share and, in the case of any Restricted Stock, Restricted Stock Unit, or Other Stock-Based Award, the fair market value of the number of shares of stock subject or related thereto.
(c) Constructive Termination. For purposes of Section 12(b)(iv), a Participant’s employment or service shall be deemed to have been Constructively Terminated if, without the Participant’s written consent, the Participant terminates employment or service within 120 days following either (x) a material reduction in the Participant’s base salary or a Participant’s incentive compensation opportunity, or (y) the relocation of the Participant’s principal place of employment or service to a location more than 35 miles away from the Participant’s prior principal place of employment or service.
(d) Amounts Subject to Section 409A. Notwithstanding the foregoing provisions of this Section 12, to the extent that any Award granted under the Plan and outstanding at the time of a Change in Control is treated as “deferred compensation” under Section 409A, and not exempt from its requirements under any applicable exemption therefrom, no acceleration of payment of such Award shall be made upon a Change in Control unless such event is also a change in the ownership or effective control of the corporation, or in the ownership of a substantial portion of the assets of the corporation within the meaning of Section 409A. Any Award which is not payable upon the occurrence of a Change in Control solely by reason of the operation of this Section 12(d) shall become vested in accordance with Section 12(a) (unless the provisions of Section 12(b) apply to such Award), but shall be paid at the date or event that such Award would have been payable without regard to the occurrence of such Change in Control.
SECTION 13
EFFECTIVE DATE, AMENDMENT,
MODIFICATION AND TERMINATION OF PLAN
(a) Generally. The Plan originally became effective on March 11, 2010. The Plan, as amended and restated, shall be effective on the Effective Date, and shall continue in effect, unless sooner terminated pursuant to this Section 13, until March 11, 2035. The Board or the Committee may at any time in its sole discretion, for any reason whatsoever, terminate or suspend the Plan, and from time to time, subject to obtaining any regulatory approval, including that of the New York Stock Exchange, may amend or modify the Plan; provided that without the approval by a majority of the votes cast at a duly constituted meeting of shareholders of the Company, no amendment or modification to the Plan may (i) materially increase the benefits accruing to Participants under the Plan, (ii) increase the number of shares of Common Stock subject to the Plan, (iii) modify the class of persons eligible for participation in the Plan or (iv) materially modify the Plan in any other way that would require shareholder approval under any regulatory requirement that the Committee determines to be applicable, including, without limitation, the rules of the New York Stock Exchange.
SECTION 14
MISCELLANEOUS
(a) Nonassignability. Except as provided herein or in an Award Notice, no Award may be sold, assigned, transferred, pledged or otherwise encumbered except by will or the laws of descent and distribution; provided that the Committee may permit (on such terms and conditions as it shall establish) a Participant to transfer an Award for no consideration to the Participant’s child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the Participant’s household (other than a tenant or employee), a trust in which these persons have more than fifty percent of the beneficial interest (a “Trust”) and any other entity in which these persons (or the Participant) own more than fifty percent of the voting interests (“Permitted Transferees”), provided further that nothing in this Section 14(a) shall prohibit the transfer of an Award from a Trust back to a Participant to whom the Award was originally granted, in accordance with the terms of the Trust. No amendment to the Plan or to any Award shall permit transfers other than in accordance with the preceding sentence. Any attempt by a Participant to sell, assign, transfer, pledge or encumber an Award without complying with the provisions of the Plan shall be void and of no effect. Except to the extent required by law, no right or interest of any Participant shall be subject to any lien, obligation or liability of the Participant. All rights with respect to Awards granted to a Participant under the Plan shall be exercisable during the Participant’s lifetime only by such Participant or, if applicable, his or her Permitted Transferee(s). The rights of a Permitted Transferee shall be limited to the rights conveyed to such Permitted Transferee, who shall be subject to and bound by the terms of the agreement or agreements between the Participant and the Company.
|
|
|
|
|
|
|
| D-12 |
|
National Fuel Gas Company | 2024 PROXY STATEMENT |
|
|
|
|
|
|
| Appendix D to Proxy Statement |
(b) Tax Withholding. The Company shall be entitled to deduct from any payment under the Plan, regardless of the form of such payment, the amount of all applicable income and employment taxes required by law to be withheld with respect to such payment or may require the participant to pay to it such tax prior to and as a condition of the making of such payment. Subject to any administrative rules, regulations or procedures established by the Committee, a Participant may pay the amount of taxes required by law to be withheld from an Award, in whole or in part, by requesting that the Company withhold from any payment of Common Stock due as a result of such Award, or by delivering to the Company, shares of Common Stock having a Fair Market Value less than or equal to the amount of such required withholding taxes.
(c) Noncompetition and Other Adverse Actions. Notwithstanding anything contained in this Plan to the contrary, unless the Award Notice specifies otherwise, a Participant shall forfeit all unexercised, unearned, and/or unpaid Awards, including Awards earned but not yet paid, all unpaid Dividend Equivalents, and all interest, if any, accrued on the foregoing if, (i) in the opinion of the Committee, the Participant, without the written consent of the Company, engages directly or indirectly in any manner or capacity as principal, agent, partner, officer, director, employee, or otherwise, in any business or activity competitive with the business conducted by the Company or any Subsidiary or (ii) the Participant performs any act or engages in any activity which in the opinion of the Committee is adverse to the best interests of the Company. Notwithstanding anything else in the Plan to the contrary, the Committee may suspend the exercisability or the payment of any Award hereunder during any period during which the Company is determining whether the requirements of this Section 14(c) have been violated. Covered Compensation paid to a Covered Officer (as such terms are defined under the Company’s Clawback Policy) that results from an Award under this Plan shall be recoverable under the Clawback Policy, subject to the terms and conditions of such Clawback Policy.
(d) Amendments to Awards. The Committee may at any time unilaterally amend any unexercised, unearned, or unpaid Award, including Awards earned but not yet paid, to the extent it deems appropriate, provided, however, that subject to Section 5(d) any such amendment which is adverse to the Participant shall require the Participant’s consent unless the Committee determines that such amendment or modification is necessary or advisable to comply with applicable law as a result of changes in law or regulation or to avoid the imposition of an additional tax, interest or penalty under Section 409A.
(e) No Right, Title or Interest in Company Assets. No Participant shall have any rights as a stockholder as a result of participation in the Plan until the date of issuance of a stock certificate or book entry shares in his name, and, in the case of Restricted Stock, Stock Options or SARs, until such rights are granted to the Participant. To the extent any person acquires a right to receive payments from the Company under this Plan, such rights shall be no greater than the rights of an unsecured creditor of the Company.
(f) Regulatory Approvals and Listings. Notwithstanding anything contained in this Plan to the contrary, the Company shall have no obligation to issue or deliver certificates of Common Stock evidencing Awards resulting in the payment of Common Stock prior to (i) the obtaining of any approval from any governmental agency which the Company shall, in its sole discretion, determine to be necessary or advisable, (ii) the admission of such shares to listing on the stock exchange on which the Common Stock may be listed, and (iii) the completion of any registration or other qualification of said shares under any state or federal law or ruling of any governmental body which the Company shall, in its sole discretion, determine to be necessary or advisable.
(g) No Right to Continued Employment or Grants. Participation in the Plan shall not give any Participant any right to remain in the employ of the Company or any Subsidiary. The Company or, in the case of employment with a Subsidiary, the Subsidiary, reserves the right to terminate any Participant at any time. Further, the adoption of this Plan shall not be deemed to give any person the right to be selected as a Participant or to be granted an Award, nor shall the grant of one Award guarantee the grant of further Awards in the future.
(h) No Constraint on Corporate Action. Nothing in this Plan shall be construed (i) to limit, impair or otherwise affect the Company’s right or power to make adjustments, reclassifications, reorganizations or changes of its capital or business structure, or to merge or consolidate, or dissolve, liquidate, sell, or transfer all or any part of its business or assets or (ii) to limit the right or power of the Company or any Subsidiary to take any action which such entity deems to be necessary or appropriate.
|
|
|
|
|
|
|
|
|
|
|
National Fuel Gas Company | 2024 PROXY STATEMENT |
|
D-13 |
Pay vs Performance Disclosure - USD ($)
|
12 Months Ended |
Sep. 30, 2023 |
Sep. 30, 2022 |
Sep. 30, 2021 |
| Pay vs Performance Disclosure |
|
|
|
| Pay vs Performance Disclosure, Table |
As required by pay versus performance (“PVP”) rules adopted by the SEC in 2022 and in effect for the first time for this Proxy Statement, the following Pay Versus Performance table (“PVP Table”) provides SEC-required information about compensation for fiscal 2023 for this Proxy Statement’s named executive officers, as well as compensation for fiscal 2022 and fiscal 2021 for our named executive officers from our 2023 and 2022 Proxy Statements, respectively (each of fiscal 2021, 2022 and 2023, a “Covered Year”). We refer to all of the named executive officers covered in the PVP Table below, collectively, as the “PVP NEOs.” The PVP Table also provides information about the results for certain measures of financial performance during those same Covered Years. In reviewing this information, there are a few important things we believe you should consider:
| |
• |
|
The information in columns (b) and (d) of the PVP Table comes directly from our Summary Compensation Tables for the relevant years, without adjustment; |
| |
• |
|
As required by the SEC’s PVP rules, we label the information in columns (c) and (e) of the PVP Table as “compensation actually paid” (or “CAP”) to the applicable PVP NEOs. However, these CAP amounts do not necessarily reflect “take home pay” or the final compensation that our PVP NEOs actually earned or walked away with for their service in the Covered Years. Instead, the SEC’s concept of CAP reflects a combination of realized pay and realizable or accrued pay; and |
| |
• |
|
As required by the SEC’s PVP rules, we provide information in the PVP Table below about our cumulative absolute total shareholder return (“TSR”) results, cumulative TSR results for two peer groups of companies identified in the PVP Table, and our U.S. GAAP net income results (the “External Measures”) during the Covered Years. We did not, however, actually base any compensation decisions for the PVP NEOs on, or link any PVP NEO pay to, these particular External Measures because the External Measures were not metrics used in our short-term or long-term incentive plans during the Covered Years. In particular, the index-based peer groups used for purposes of this PVP Table disclosure are different from the specific group of companies against which we evaluate relative TSR performance for our named executive officers for purposes of our TSR performance share awards, as described above in our Compensation Discussion and Analysis. As a result, we did not necessarily design our PVP NEO compensation to move in tandem with any improving, declining or steady achievement in these External Measures. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PAY VERSUS PERFORMANCE (1) |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
VALUE OF INITIAL FIXED $100
INVESTMENT BASED ON: |
|
|
|
|
|
|
|
| |
|
SUMMARY
COMPEN-
SATION
TABLE
(“SCT”)
TOTAL FOR
PEO
(B) |
|
|
COMPEN-
SATION
ACTUALLY
PAID TO
PEO
(C) (2) |
|
|
AVERAGE SUMMARY COMPEN- SATION TABLE TOTAL FOR NON-PEO NAMED EXECUTIVE OFFICERS (D) |
|
|
AVERAGE COMPEN- SATION ACTUALLY PAID TO NON-PEO NAMED EXECUTIVE OFFICERS (E) (2) |
|
|
TOTAL
SHARE-
HOLDER
RETURN
(F) (3) |
|
|
TOTAL
SHARE-
HOLDER
RETURN
(G1) (4) |
|
|
Peer
GROUP 2
TOTAL
SHARE-
HOLDER
RETURN
(G2) (4) |
|
|
|
|
|
CONSOLIDATED
EBITDA
(I) (6) |
|
| |
|
$ |
7,770,302 |
|
|
$ |
4,659,358 |
|
|
$ |
3,023,805 |
|
|
$ |
1,497,002 |
|
|
$ |
143.57 |
|
|
$ |
113.66 |
|
|
$ |
422.57 |
|
|
$ |
476,866,000 |
|
|
$ |
1,163,000,000 |
|
| |
|
|
6,478,426 |
|
|
|
9,320,539 |
|
|
|
3,156,151 |
|
|
|
3,441,188 |
|
|
|
164.41 |
|
|
|
125.85 |
|
|
|
358.76 |
|
|
|
566,021,000 |
|
|
|
1,227,000,000 |
|
| |
|
|
6,951,639 |
|
|
|
8,840,334 |
|
|
|
2,995,046 |
|
|
|
2,157,712 |
|
|
|
136.37 |
|
|
|
123.18 |
|
|
|
240.01 |
|
|
|
363,647,000 |
|
|
|
996,000,000 |
|
(1) |
David P. Bauer was our principal executive officer (“PEO”) for the full year for each of fiscal 2023, 2022 and 2021. For fiscal 2023, our non-PEO named executive officers are Karen M. Camiolo, Timothy J. Silverstein, Ronald C. Kraemer, Justin I. Loweth, and Donna L. DeCarolis. For fiscal 2022, our non-PEO named executive officers were Karen M. Camiolo, Ronald C. Kraemer, Justin I. Loweth, and Donna L. DeCarolis. For fiscal 2021, our non-PEO named executive officers were Karen M. Camiolo, Ronald C. Kraemer, Justin I. Loweth, Donna L. DeCarolis, John R. Pustulka, and John P. McGinnis. |
(2) |
For each Covered Year, in determining both the CAP to our PEO and the average CAP to our non-PEO named executive officers (“Other PVP NEOs”) for purposes of this PVP Table, we deducted from or added back to the total amounts of compensation reported in column (b) and column (d) for such Covered Year the following amounts: |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
$ |
7,770,302 |
|
|
$ |
6,478,426 |
|
|
$ |
6,951,639 |
|
- change in actuarial present value of pension benefits |
|
$ |
1,244,524 |
|
|
$ |
53,382 |
|
|
$ |
955,805 |
|
+ service cost of pension benefits |
|
$ |
488,376 |
|
|
$ |
466,331 |
|
|
$ |
505,031 |
|
- SCT “Stock Awards” column value |
|
$ |
3,999,543 |
|
|
$ |
3,657,593 |
|
|
$ |
3,476,073 |
|
+ year-end fair value of outstanding equity awards granted in Covered Year |
|
$ |
2,612,689 |
|
|
$ |
3,804,384 |
|
|
$ |
4,597,336 |
|
+/- change in fair value of outstanding equity awards granted in prior years |
|
($ |
1,245,232 |
) |
|
$ |
1,767,718 |
|
|
$ |
1,183,103 |
|
+ vesting date fair value of equity awards granted and vested in Covered Year |
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
+/- change in fair value of prior-year equity awards vested in Covered Year |
|
$ |
277,290 |
|
|
$ |
514,655 |
|
|
$ |
35,103 |
|
- prior year-end fair value of prior-year equity awards forfeited in Covered Year |
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
Compensation Actually Paid |
|
$ |
4,659,358 |
|
|
$ |
9,320,539 |
|
|
$ |
8,840,334 |
|
For Other PVP NEOs (Average): |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
$ |
3,023,805 |
|
|
$ |
3,156,151 |
|
|
$ |
2,995,046 |
|
- change in actuarial present value of pension benefits |
|
$ |
596,131 |
|
|
$ |
425,991 |
|
|
$ |
799,365 |
|
+ service cost of pension benefits |
|
$ |
10,658 |
|
|
$ |
44,123 |
|
|
$ |
38,177 |
|
- SCT “Stock Awards” column value |
|
$ |
1,246,222 |
|
|
$ |
1,340,531 |
|
|
$ |
1,118,580 |
|
+ year-end fair value of outstanding equity awards granted in Covered Year |
|
$ |
716,351 |
|
|
$ |
1,378,957 |
|
|
$ |
720,411 |
|
+/- change in fair value of outstanding equity awards granted in prior years |
|
($ |
485,715 |
) |
|
$ |
458,481 |
|
|
$ |
371,562 |
|
+ vesting date fair value of equity awards granted and vested in Covered Year |
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
+/- change in fair value of prior-year equity awards vested in Covered Year |
|
$ |
87,225 |
|
|
$ |
169,998 |
|
|
$ |
29,412 |
|
- prior year-end fair value of prior-year equity awards forfeited in Covered Year |
|
$ |
12,969 |
|
|
$ |
0 |
|
|
$ |
78,951 |
|
Compensation Actually Paid |
|
$ |
1,497,002 |
|
|
$ |
3,441,188 |
|
|
$ |
2,157,712 |
|
(3) |
For each Covered Year, our TSR was calculated as the yearly percentage change in our cumulative TSR on our Common Stock, measured as the quotient of (a) the sum of (i) the cumulative amount of dividends for a period beginning with our closing price on the NYSE on September 30, 2020 through and including the last day of the Covered Year (each one-year, two-year and three-year periods, a “Measurement Period”), assuming dividend reinvestment, plus (ii) the difference between our closing stock price at the end versus the beginning of the Measurement Period, divided by (b) our closing share price at the beginning of the Measurement Period. Each of these yearly percentage changes was then applied to a deemed fixed investment of $100 at the beginning of the Measurement Period to produce the Covered Year-end values of such investment as of the end of fiscal 2023, 2022 and 2021, as applicable. Because Covered Years are presented in the table in reverse chronical order (from top to bottom), the table should be read from bottom to top for purposes of understanding cumulative returns over time. |
(4) |
For purposes of this PVP disclosure, our peer groups are the S&P Mid Cap 400 Gas Utility Index (column (g1)) and the S&P 1500 Oil & Gas Exploration & Production Index (column (g2)) (each, a “Peer Group”). For each Covered Year, Peer Group cumulative TSR was calculated based on a deemed fixed investment of $100 through the Measurement Period, assuming dividend reinvestment for the Peer Group. |
(5) |
Net income is the amount reported in the Company’s audited financial statements for the applicable year. |
(6) |
Consolidated 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. |
|
|
|
| Company Selected Measure Name |
Consolidated EBITDA
|
|
|
| Named Executive Officers, Footnote |
(1) |
David P. Bauer was our principal executive officer (“PEO”) for the full year for each of fiscal 2023, 2022 and 2021. For fiscal 2023, our non-PEO named executive officers are Karen M. Camiolo, Timothy J. Silverstein, Ronald C. Kraemer, Justin I. Loweth, and Donna L. DeCarolis. For fiscal 2022, our non-PEO named executive officers were Karen M. Camiolo, Ronald C. Kraemer, Justin I. Loweth, and Donna L. DeCarolis. For fiscal 2021, our non-PEO named executive officers were Karen M. Camiolo, Ronald C. Kraemer, Justin I. Loweth, Donna L. DeCarolis, John R. Pustulka, and John P. McGinnis. |
|
|
|
| Peer Group Issuers, Footnote |
(4) |
For purposes of this PVP disclosure, our peer groups are the S&P Mid Cap 400 Gas Utility Index (column (g1)) and the S&P 1500 Oil & Gas Exploration & Production Index (column (g2)) (each, a “Peer Group”). For each Covered Year, Peer Group cumulative TSR was calculated based on a deemed fixed investment of $100 through the Measurement Period, assuming dividend reinvestment for the Peer Group. |
|
|
|
| PEO Total Compensation Amount |
$ 7,770,302
|
$ 6,478,426
|
$ 6,951,639
|
| PEO Actually Paid Compensation Amount |
$ 4,659,358
|
9,320,539
|
8,840,334
|
| Adjustment To PEO Compensation, Footnote |
(2) |
For each Covered Year, in determining both the CAP to our PEO and the average CAP to our non-PEO named executive officers (“Other PVP NEOs”) for purposes of this PVP Table, we deducted from or added back to the total amounts of compensation reported in column (b) and column (d) for such Covered Year the following amounts: |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
$ |
7,770,302 |
|
|
$ |
6,478,426 |
|
|
$ |
6,951,639 |
|
- change in actuarial present value of pension benefits |
|
$ |
1,244,524 |
|
|
$ |
53,382 |
|
|
$ |
955,805 |
|
+ service cost of pension benefits |
|
$ |
488,376 |
|
|
$ |
466,331 |
|
|
$ |
505,031 |
|
- SCT “Stock Awards” column value |
|
$ |
3,999,543 |
|
|
$ |
3,657,593 |
|
|
$ |
3,476,073 |
|
+ year-end fair value of outstanding equity awards granted in Covered Year |
|
$ |
2,612,689 |
|
|
$ |
3,804,384 |
|
|
$ |
4,597,336 |
|
+/- change in fair value of outstanding equity awards granted in prior years |
|
($ |
1,245,232 |
) |
|
$ |
1,767,718 |
|
|
$ |
1,183,103 |
|
+ vesting date fair value of equity awards granted and vested in Covered Year |
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
+/- change in fair value of prior-year equity awards vested in Covered Year |
|
$ |
277,290 |
|
|
$ |
514,655 |
|
|
$ |
35,103 |
|
- prior year-end fair value of prior-year equity awards forfeited in Covered Year |
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
Compensation Actually Paid |
|
$ |
4,659,358 |
|
|
$ |
9,320,539 |
|
|
$ |
8,840,334 |
|
For Other PVP NEOs (Average): |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
$ |
3,023,805 |
|
|
$ |
3,156,151 |
|
|
$ |
2,995,046 |
|
- change in actuarial present value of pension benefits |
|
$ |
596,131 |
|
|
$ |
425,991 |
|
|
$ |
799,365 |
|
+ service cost of pension benefits |
|
$ |
10,658 |
|
|
$ |
44,123 |
|
|
$ |
38,177 |
|
- SCT “Stock Awards” column value |
|
$ |
1,246,222 |
|
|
$ |
1,340,531 |
|
|
$ |
1,118,580 |
|
+ year-end fair value of outstanding equity awards granted in Covered Year |
|
$ |
716,351 |
|
|
$ |
1,378,957 |
|
|
$ |
720,411 |
|
+/- change in fair value of outstanding equity awards granted in prior years |
|
($ |
485,715 |
) |
|
$ |
458,481 |
|
|
$ |
371,562 |
|
+ vesting date fair value of equity awards granted and vested in Covered Year |
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
+/- change in fair value of prior-year equity awards vested in Covered Year |
|
$ |
87,225 |
|
|
$ |
169,998 |
|
|
$ |
29,412 |
|
- prior year-end fair value of prior-year equity awards forfeited in Covered Year |
|
$ |
12,969 |
|
|
$ |
0 |
|
|
$ |
78,951 |
|
Compensation Actually Paid |
|
$ |
1,497,002 |
|
|
$ |
3,441,188 |
|
|
$ |
2,157,712 |
|
|
|
|
| Non-PEO NEO Average Total Compensation Amount |
$ 3,023,805
|
3,156,151
|
2,995,046
|
| Non-PEO NEO Average Compensation Actually Paid Amount |
$ 1,497,002
|
3,441,188
|
2,157,712
|
| Adjustment to Non-PEO NEO Compensation Footnote |
(2) |
For each Covered Year, in determining both the CAP to our PEO and the average CAP to our non-PEO named executive officers (“Other PVP NEOs”) for purposes of this PVP Table, we deducted from or added back to the total amounts of compensation reported in column (b) and column (d) for such Covered Year the following amounts: |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
$ |
7,770,302 |
|
|
$ |
6,478,426 |
|
|
$ |
6,951,639 |
|
- change in actuarial present value of pension benefits |
|
$ |
1,244,524 |
|
|
$ |
53,382 |
|
|
$ |
955,805 |
|
+ service cost of pension benefits |
|
$ |
488,376 |
|
|
$ |
466,331 |
|
|
$ |
505,031 |
|
- SCT “Stock Awards” column value |
|
$ |
3,999,543 |
|
|
$ |
3,657,593 |
|
|
$ |
3,476,073 |
|
+ year-end fair value of outstanding equity awards granted in Covered Year |
|
$ |
2,612,689 |
|
|
$ |
3,804,384 |
|
|
$ |
4,597,336 |
|
+/- change in fair value of outstanding equity awards granted in prior years |
|
($ |
1,245,232 |
) |
|
$ |
1,767,718 |
|
|
$ |
1,183,103 |
|
+ vesting date fair value of equity awards granted and vested in Covered Year |
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
+/- change in fair value of prior-year equity awards vested in Covered Year |
|
$ |
277,290 |
|
|
$ |
514,655 |
|
|
$ |
35,103 |
|
- prior year-end fair value of prior-year equity awards forfeited in Covered Year |
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
Compensation Actually Paid |
|
$ |
4,659,358 |
|
|
$ |
9,320,539 |
|
|
$ |
8,840,334 |
|
For Other PVP NEOs (Average): |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
$ |
3,023,805 |
|
|
$ |
3,156,151 |
|
|
$ |
2,995,046 |
|
- change in actuarial present value of pension benefits |
|
$ |
596,131 |
|
|
$ |
425,991 |
|
|
$ |
799,365 |
|
+ service cost of pension benefits |
|
$ |
10,658 |
|
|
$ |
44,123 |
|
|
$ |
38,177 |
|
- SCT “Stock Awards” column value |
|
$ |
1,246,222 |
|
|
$ |
1,340,531 |
|
|
$ |
1,118,580 |
|
+ year-end fair value of outstanding equity awards granted in Covered Year |
|
$ |
716,351 |
|
|
$ |
1,378,957 |
|
|
$ |
720,411 |
|
+/- change in fair value of outstanding equity awards granted in prior years |
|
($ |
485,715 |
) |
|
$ |
458,481 |
|
|
$ |
371,562 |
|
+ vesting date fair value of equity awards granted and vested in Covered Year |
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
+/- change in fair value of prior-year equity awards vested in Covered Year |
|
$ |
87,225 |
|
|
$ |
169,998 |
|
|
$ |
29,412 |
|
- prior year-end fair value of prior-year equity awards forfeited in Covered Year |
|
$ |
12,969 |
|
|
$ |
0 |
|
|
$ |
78,951 |
|
Compensation Actually Paid |
|
$ |
1,497,002 |
|
|
$ |
3,441,188 |
|
|
$ |
2,157,712 |
|
|
|
|
| Compensation Actually Paid vs. Total Shareholder Return |
|
|
|
| Compensation Actually Paid vs. Net Income |
|
|
|
| Compensation Actually Paid vs. Company Selected Measure |
|
|
|
| Total Shareholder Return Vs Peer Group |
|
|
|
| Tabular List, Table |
The following table lists the six financial performance measures that we believe represent the most important financial performance measures (including Consolidated EBITDA) we used to link compensation actually paid to our named executive officers for fiscal 2023 to our performance:
|
| |
Regulated Companies EBITDA |
| |
| |
| |
| |
|
|
|
| Total Shareholder Return Amount |
$ 143.57
|
164.41
|
136.37
|
| Net Income (Loss) |
$ 476,866,000
|
$ 566,021,000
|
$ 363,647,000
|
| Company Selected Measure Amount |
1,163,000,000
|
1,227,000,000
|
996,000,000
|
| PEO Name |
David P. Bauer
|
|
|
| Peer Group One Total Shareholder Return Amount |
$ 113.66
|
$ 125.85
|
$ 123.18
|
| Peer Group Two Total Shareholder Return Amount |
$ 422.57
|
358.76
|
240.01
|
| Measure:: 1 |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Name |
Consolidated EBITDA
|
|
|
| Measure:: 2 |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Name |
Regulated Companies EBITDA
|
|
|
| Measure:: 3 |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Name |
Seneca EBITDA
|
|
|
| Measure:: 4 |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Name |
Midstream EBITDA
|
|
|
| Measure:: 5 |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Name |
Relative TSR
|
|
|
| Measure:: 6 |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Name |
Relative ROC
|
|
|
| PEO | Change in actuarial present value of pension benefits [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
$ 1,244,524
|
53,382
|
955,805
|
| PEO | Service cost of pension benefits [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
488,376
|
466,331
|
505,031
|
| PEO | Stock Awards [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
3,999,543
|
3,657,593
|
3,476,073
|
| PEO | Fair value of outstanding equity awards granted in Covered Year [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
2,612,689
|
3,804,384
|
4,597,336
|
| PEO | Change in fair value of outstanding equity awards granted in prior years [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
(1,245,232)
|
1,767,718
|
1,183,103
|
| PEO | Fair value of equity awards granted and vested in Covered Year [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
0
|
0
|
0
|
| PEO | Change in fair value of prior year equity awards vested in covered year [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
277,290
|
514,655
|
35,103
|
| PEO | Fair value of prioryear equity awards forfeited in Covered Year [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
0
|
0
|
0
|
| Non-PEO NEO | Change in actuarial present value of pension benefits [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
596,131
|
425,991
|
799,365
|
| Non-PEO NEO | Service cost of pension benefits [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
10,658
|
44,123
|
38,177
|
| Non-PEO NEO | Stock Awards [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
1,246,222
|
1,340,531
|
1,118,580
|
| Non-PEO NEO | Fair value of outstanding equity awards granted in Covered Year [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
716,351
|
1,378,957
|
720,411
|
| Non-PEO NEO | Change in fair value of outstanding equity awards granted in prior years [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
(485,715)
|
458,481
|
371,562
|
| Non-PEO NEO | Fair value of equity awards granted and vested in Covered Year [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
0
|
0
|
0
|
| Non-PEO NEO | Change in fair value of prior year equity awards vested in covered year [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
87,225
|
169,998
|
29,412
|
| Non-PEO NEO | Fair value of prioryear equity awards forfeited in Covered Year [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
$ 12,969
|
$ 0
|
$ 78,951
|