DEF 14A

DEF 14A 1 d215552ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

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NATIONAL FUEL GAS COMPANY

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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NATIONAL FUEL GAS COMPANY

Notice of Annual Meeting

and

Proxy Statement

Annual Meeting of Stockholders

to be held on

March 10, 2022

NATIONAL FUEL GAS COMPANY

6363 MAIN STREET

WILLIAMSVILLE, NEW YORK 14221

January 21, 2022

Dear Stockholders of National Fuel Gas Company:

Each year, our proxy statement provides you with a brief summary of the Company’s recent operations and detailed information relating to the items on the agenda for you to vote on at the Annual Meeting of Stockholders. As we did last year, our Board of Directors has determined to hold the 2022 Annual Meeting virtually, via a live webcast. The electronic webcast meeting will afford stockholders the same rights and access as if the meeting were held in person, including the ability to vote shares electronically during the meeting.

The meeting will be held at 10:00 a.m. Eastern Time on March 10, 2022, conducted via live webcast at www.virtualshareholdermeeting.com/NFG2022. The matters on the agenda for the meeting are outlined in the enclosed Notice of Annual Meeting and Proxy Statement.

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

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

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

Please make your voice heard by voting your shares.

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

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

Sincerely yours,

David P. Bauer

President and Chief Executive Officer

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

to be held on March 10, 2022

To the Stockholders of National Fuel Gas Company:

Notice is hereby given that the Annual Meeting of Stockholders of National Fuel Gas Company (the “Company”) will be held at 10:00 a.m. Eastern Time on March 10, 2022, conducted via live webcast at www.virtualshareholdermeeting.com/NFG2022. At the meeting, action will be taken with respect to:

(1)

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

(2)

Advisory approval of named executive officer compensation;

(3)

Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal 2022;

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

Stockholders of record at the close of business on January 10, 2022, will be entitled to vote at the meeting.

BY ORDER OF THE BOARD OF DIRECTORS

SARAH J. MUGEL

General Counsel and Secretary

January 21, 2022

Attending the Annual Meeting

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

Please visit www.virtualshareholdermeeting.com/NFG2022 in order to attend and to participate in the virtual meeting, where you will be prompted to enter the 16-digit control number found on your proxy card or your voting instruction form provided by your broker, bank, or other nominee.

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

YOUR VOTE IS IMPORTANT

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

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

WHY YOUR VOTE IS IMPORTANT

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

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

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

A: At recent Annual Meetings, approximately 14% to 19% of our shares have not been voted on non-routine matters. IF YOU HOLD YOUR SHARES AT A BROKERAGE FIRM, YOU MUST TELL YOUR BROKER HOW TO VOTE YOUR SHARES. Since 2010, brokers have not been able to vote customer shares on non-routine matters. Stockholder voting is the primary means by which stockholders can influence a company’s operations and its corporate governance, so your vote is important.

Q: How can I vote?

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

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

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

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

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

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

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

Please visit www.virtualshareholdermeeting.com/NFG2022 on the date and at the time specified in the Notice of Annual Meeting of Stockholders. You will be prompted to enter your 16-digit control number to attend the meeting.

TABLE OF CONTENTS


PROXY STATEMENT OVERVIEW & FISCAL 2021 SUMMARY			i
GENERAL INFORMATION			1
• PROPOSAL 1. ELECTION OF DIRECTORS			4
Nominees for Election as Directors at the 2022 Annual Meeting of Stockholders			4
Continuing Directors Whose Terms Expire in 2023			9
Continuing Directors Whose Terms Expire in 2024			12
Corporate Governance			16
Diversity			16
Director Independence			16
Board Leadership Structure			16
Annual Meeting Attendance			17
Meetings of the Board of Directors and Standing Committees			17
Method of Evaluating Board and Committee Effectiveness			20
Process for Nominating Directors			20
Charitable Contributions by Company			20
Compensation Committee Interlocks and Insider Participation			21
Risk Oversight			21
Related Person Transactions			21
Code of Ethics			22
Director Compensation			22
Director Compensation Table — Fiscal 2021			23
Audit Fees			24
Audit Committee Report			25
Security Ownership of Certain Beneficial Owners and Management			27
Equity Compensation Plan Information			30
Executive Compensation			31
Compensation Committee Report			31
Compensation Discussion and Analysis			31
Fiscal 2021 Summary Compensation Table			53
Grants of Plan-Based Awards in Fiscal 2021			55
Outstanding Equity Awards at Fiscal 2021 Year-End			56
Option Exercises and Stock Vested in Fiscal 2021			58
Fiscal 2021 Pension Benefits			59
Fiscal 2021 Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans			61
Fiscal 2021 Potential Payments Upon Termination or Change in Control			62
CEO Pay Ratio			69
Executive Officer and Director Hedging			69
• PROPOSAL 2. ADVISORY APPROVAL OF NAMED EXECUTIVE OFFICER COMPENSATION			71
• PROPOSAL 3. RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			72
IMPORTANT NOTICE REGARDING DELIVERY OF STOCKHOLDER DOCUMENTS			73
PROPOSALS OF SECURITY HOLDERS FOR THE 2023 ANNUAL MEETING			73
OTHER BUSINESS			73
WHERE YOU CAN FIND ADDITIONAL INFORMATION			74

YOUR VOTE IS IMPORTANT!

PLEASE VOTE BY PHONE, BY QR CODE OR BY INTERNET, OR COMPLETE, SIGN, DATE AND RETURN YOUR PROXY CARD.

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

Proxy Statement Overview & Fiscal 2021 Summary

This overview and summary highlights information contained elsewhere in this proxy statement and also includes certain additional information regarding business performance and corporate responsibility, including environmental, social and governance (“ESG”) matters. This overview and summary does not contain all of the information that you should consider, and you should read the Company’s Summary Annual Report and Form 10-K and this entire proxy statement carefully before voting.

Annual Meeting Voting Matters

The table below summarizes the matters that will be subject to the vote of stockholders at the 2022 Annual Meeting of Stockholders of National Fuel Gas Company:


Proposals	Board Vote Recommendation	Page Number (for additional details)

1. Election of Directors	FOR ALL NOMINEES	Page 4

2. Advisory Approval of Named Executive Officer Compensation	FOR	Page 71

3. Ratification of Appointment of Independent Registered Public Accounting Firm	FOR	Page 72

Annual Meeting of Stockholders


Ø Date and Time		March 10, 2022 at 10:00 a.m. Eastern Time

Ø Website		www.virtualshareholdermeeting.com/NFG2022

Ø Record Date		January 10, 2022

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

Ø Voting Deadline		Votes must be received by March 9, 2022 (unless attending virtually). For stock that is held in employee benefit plans votes must be received by March 8, 2022.

Ø Attending the Virtual Meeting		National Fuel stockholders as of the record date are entitled to attend the annual meeting virtually. To participate in the meeting, please visit www.virtualshareholdermeeting.com/NFG2022, where you will be prompted to enter the 16-digit control number found on your proxy card or your voting instruction form provided by your broker, bank, or other nominee. Please see “Attending the Meeting” on page 2.

National Fuel Gas Company Fiscal 2021 Summary

Fiscal 2021 was another strong year for National Fuel with excellent operational and financial results across our organization. Against the continued backdrop of the COVID-19 pandemic, our 2,100 dedicated and talented employees again rose to meet the challenge, executing on our growth plans while maintaining our long-standing focus on the safety, sustainability, and reliability of our production, gathering, transmission and storage, and utility operations, and providing critical energy supplies to consumers. During the fiscal year, we achieved significant milestones across our diversified operations, successfully integrating an approximately $500 million Appalachian acquisition at our Exploration & Production (“E&P) and Gathering businesses, commencing construction of our FM100 modernization and expansion project — the largest in the history of our Pipeline & Storage business — and completing our substantial annual modernization program at our Utility business, including the replacement of more than 150 miles of delivery system pipeline mains.

Throughout the fiscal year, the Company, in line with our commitment to continuous improvement, further enhanced our ESG initiatives with the publication of our second annual Corporate Responsibility Report in September, which included additional climate-focused information under the Task Force on Climate-Related Financial Disclosures Framework and the announcement of significant greenhouse gas (“GHG”) and methane emissions intensity reduction targets. We also took meaningful steps to continue to foster a diverse, equitable, and inclusive work environment — an attribute that we view as critical to our long-term success — by appointing a Director of Diversity and Inclusion in late 2020.

As we move into fiscal 2022, we expect the completion of our FM100 expansion and modernization project to drive further growth for National Fuel. This project is expected to deliver approximately $50 million in incremental annual revenue for the Pipeline & Storage segment, and will provide desirable pipeline takeaway capacity to higher value Mid-Atlantic markets, allowing for further growth in both our E&P and Gathering segments. Coupled with the Company’s commitment to reducing our carbon footprint, National Fuel is well-positioned to generate strong, sustainable returns in the years ahead and deliver long-term value for our shareholders.

2021 Financial and Operating Highlights:

•

Increased Dividend for 51^st Consecutive Year: In June, the Board of Directors increased the Company’s annual dividend rate by 2.2 percent to $1.82 per share, marking over a half-century of consecutive dividend increases and our 119^th year of uninterrupted dividend payments.

•

Successful Integration of Significant Appalachian Acquisition: The Company successfully integrated its approximately $500 million acquisition of Royal Dutch Shell’s upstream and midstream gathering assets within Appalachia (“Tioga Acquisition”), with the benefits of our increased scale within Pennsylvania driving an approximately 7% decrease in E&P segment cash operating costs on a per unit basis (combined general & administrative expense, lease operating expense, other operation and maintenance expense, and production, franchise and other taxes) compared to the prior year.

•

Meaningfully Growing Appalachian Natural Gas Production and Gathering Throughput: E&P segment net production increased to approximately 327 billion cubic feet equivalent (“Bcfe”), up 36% from the prior year, driving a corresponding 38% increase in Gathering segment throughput, driven by the Tioga Acquisition, along with the strong performance of the Company’s existing operations within Appalachia.

•

Increased Proved Reserves: Seneca’s total proved natural gas and crude oil reserves at September 30, 2021 increased to approximately 3.9 trillion cubic feet equivalent, an increase of 11% versus fiscal 2020.

•

Continued Growth of Interstate Pipeline Business: Our Pipeline & Storage business generated revenue of $344 million, an increase of approximately $34 million, or 11%, from the prior year, driven largely by the Company’s Empire North expansion project, which was placed into service in mid-September 2020.

•

Utility Continued Focus on System Improvement: Our Utility segment invested approximately $80 million in modernization and reliability, bringing our five-year modernization total to over $358 million.

LOGO

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Our Commitment to Corporate Responsibility and Sustainability

Sustainability is embodied in the Company’s guiding principles of safety, environmental stewardship, community, innovation, satisfaction, and transparency, which form the foundation of our daily operations. Over the past year, the Company made significant efforts to ensure its operations have minimal environmental impacts on the communities in which it operates, and that we continue to have positive impacts with the communities and the numerous stakeholders with whom we continuously interact.

•

Publication of Second Annual Corporate Responsibility Report: In September, National Fuel issued its second Corporate Responsibility Report (“Report”), which provides a comprehensive review of ESG performance metrics and highlights the Company’s ongoing initiatives to ensure the long-term sustainability of its integrated energy business with a focus on corporate citizenship in the communities in which it operates.

•

Enhanced Climate-Risk Disclosures: In line with the Company’s focus on continuous improvement in its ESG initiatives and disclosures, the Report includes significant additional information related to climate risk in line with the Task Force on Climate-Related Financial Disclosure (TCFD) framework. This framework analyzes governance surrounding climate-based risks and opportunities, strategies for addressing such factors, risk management considerations, and metrics and targets which can be used to assess those factors. The Company’s use of the TCFD framework is responsive to discussions on this important topic with key stakeholders of the Company.

•

Establishment of Significant GHG Emissions Reduction and Methane Emissions Intensity Reduction Targets: In connection with the Company’s enhanced climate-focused disclosures and ongoing efforts to lower its carbon footprint, National Fuel has established significant methane intensity reduction targets at each of its businesses, as well as an absolute GHG emissions reduction target for the consolidated Company, each using a 2020 baseline:

Exploration & Production: 40% reduction in methane intensity by 2030

Gathering: 30% reduction in methane intensity by 2030

Pipeline & Storage: 50% reduction in methane intensity by 2030

Utility: 30% reduction in methane intensity by 2030

75% reduction in delivery system GHG emissions by 2030 (1990 baseline)

90% reduction in delivery system GHG emissions by 2050 (1990 baseline)

Consolidated Company: 25% reduction in total GHG emissions by 2030

•

Establishment of Energy Transition Steering Committee: Over the past year, National Fuel established internal cross-functional teams, led by our Energy Transition Steering Committee, which includes key members of the Company’s senior leadership team, to study the feasibility and potential development of projects focused on renewable natural gas (“RNG”), hydrogen, and carbon capture utilization and storage.

•

Environmental and Social Performance Goals: Similar to fiscal 2021, the Compensation Committee has again established short-term performance goals for fiscal 2022 focused on safety and environmental stewardship, as well as goals promoting diversity, equity and inclusion among the Company’s workforce. In addition, the Compensation Committee has established a long-term performance goal focused on reducing GHG emissions and methane emissions intensity.

•

Furthered Ongoing Utility System Modernization Efforts: Our Utility business completed the replacement of over 150 miles of older vintage main distribution lines within our New York and Pennsylvania service territories, driving enhanced safety and further reductions in our

greenhouse gas emissions. Overall, our Utility business has lowered its delivery system (EPA Subpart W) emissions by approximately 64% since the close of calendar 1990.

•

Participation in the Low-Carbon Resources Initiative (“LCRI”): Our Utility business is an anchor sponsor of the LCRI, a joint effort of The Electric Power Research Institute and the Gas Technology Institute to address the need to accelerate development and demonstration of low- and zero-carbon energy technologies. Over the course of the next five years, the LCRI expects to identify, research, develop, and demonstrate the technology advancements needed to achieve this decarbonized future.

•

Furthered Participation in the RNG Market: Over the course of the past year, our Utility businesses took meaningful steps to participate in the growing RNG market, including petitioning the New York Public Service Commission to include RNG in the gas supply mix, and accepting the first RNG injections into the Company’s New York distribution network from an anaerobic digester project.

•

Joined ONE Future Coalition: Each of our principal subsidiaries has joined the ONE Future coalition, a group of approximately 50 natural gas companies working together to voluntarily reduce methane emissions intensity across the natural gas value chain to 1% (or less) by 2025.

•

Pioneered Innovative Study on Hydraulic Fracturing Equipment: In early July, our E&P business announced its intent to pioneer an innovative study evaluating the carbon emissions generated by various types of equipment commonly used for hydraulic fracturing of oil and natural gas wells. The results of this comprehensive study are expected to provide the industry with a comparative insight on the real-time emissions profile of these technologies, with independent third-party testing during Seneca’s field operations.

•

Commenced First Well Completions Using All-Electric Fracturing Technology: In late July, the Company announced the commencement of its first well completions using all-electric fracturing technology on a six-well pad in Lycoming County, Pa., within our Eastern Development Area.

•

Announced Multiple Responsibly Sourced Gas Initiatives: In September, we announced an agreement with Project Canary to seek an independent responsibly sourced gas certification for approximately 300 million cubic feet per day of Seneca’s Appalachian production, as well as a commitment to seek certification of 100% of our Appalachian natural gas production under Equitable Origin’s EO100^™ Standard for Responsible Energy Development — a set of rigorous ESG performance standards.

•

Maintained Focus on Water Handling and Water Management: In fiscal 2021, National Fuel recycled more than 100% of the volume of its total produced fluids in Appalachia, including approximately 9 million barrels of its own produced fluids, and an additional 900,000 barrels of fluids that were generated by and received from third-party operators. We manage the movement of approximately 1.1 million barrels of fluid every month, more than 85% of which is transported by Company-owned water pipelines directly to Seneca’s Marcellus and Utica development pads. As a result, Seneca was able to avoid an estimated 100,000 truck trips in fiscal 2021, eliminating the associated air emissions and reducing the impact on local roads and public infrastructure.

•

Continued Participation in the EPA’s Methane Challenge: Each of the Company’s major operating segments is a participant the U.S. Environmental Protection Agency’s Natural Gas STAR Methane Challenge Program, a voluntary program designed to provide a platform for utilities, pipeline and storage companies, and energy producers to make, track, and communicate commitments to reduce methane emissions. In connection with this program, and in furtherance of our longstanding commitment to safe and responsible operations, the Company continues to analyze new and innovative approaches for further emission reduction and explore the expansion of current best management practices and the applicability of future best practices.

LOGO

Our Commitment to our Employees

At National Fuel, we go above and beyond to create a culture that rewards hard work and supports promotion from within. Our 2,100-plus employees continue to be the most important part of our Company and have made us who we are today.

•

Committed to Our Workforce: During the COVID-19 pandemic, National Fuel has remained committed to our workforce and has not instituted any furloughs or workforce reductions.

•

Focused on Workforce Safety: National Fuel has maintained our long-standing focus on safety, with an approximately 32% reduction in our Occupational Safety and Health Administration (“OSHA”) recordable injury rate in our regulated businesses over the past 3 years, as well as an approximately 31% decrease at our E&P business (combined employees and contractors) over the same period.

•

Maintaining our Commitment to Inclusivity and Enhancing Workforce Diversity: National Fuel is committed to hiring and developing qualified individuals who can enhance and contribute to the diversity of our workforce and reflect the diverse communities we serve. As we plan for future human resource needs, National Fuel continues to target a number of diversity-focused groups in our communities for employment opportunities across the organization. In furtherance of our commitment, the Company has also required officers and department managers to participate in diversity, equity, and inclusion training. In addition, today, four of the Company’s nine designated executive officers are women who hold the following important policy-making positions: President of the Company’s Utility segment; General Counsel and Secretary, who also serves as the Company’s Compliance Officer; Treasurer and Principal Financial Officer; and Controller and Principal Accounting Officer.

•

Appointment of a Director of Equity & Inclusion: In line with our focus on fostering a diverse, equitable, and inclusive work environment, in late 2020, the Company appointed a Director of Diversity and Inclusion, who has been charged with leading a number of diversity and inclusion initiatives throughout our organization, along with cultivating the Company’s relationships with community organizations, and initiatives to attract and retain diverse candidates, vendors, and other partnerships.

•

Safety and Social Performance Goals: Similar to fiscal 2021, the Compensation Committee has again established short-term performance goals for fiscal 2022 focused on safety, as well as diversity and inclusion.

LOGO

Our Commitment to our Communities

Going back to the first natural gas well drilled in Dunkirk, N.Y., National Fuel and our predecessor companies have deep roots in both the natural gas industry and in the regions where we operate. Today, National Fuel’s investments and operations continue to contribute significantly to the economic health and vitality of our local communities.

•

Investing in critical energy infrastructure: Over the last 10 years, we have invested more than $7 billion in energy development, investing in real, long-lived assets that support good-paying jobs and provide a significant tax base for local schools and municipalities.

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Large local employer: We employ over 2,100 people, paying over $270 million in annual compensation and pension benefits.

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Provider of local tax revenues: Over the past five years, we have paid $300 million in state and local property taxes, providing revenues that support school districts and the social services that many in our communities have come to rely on. Additionally, Seneca has paid $53 million over the last five years in Pennsylvania impact fees which support the maintenance and repair of local infrastructure and investment in new community facilities.

•

Supporter of local vendors and contractors: We support the employment of thousands more in our local communities by using the products and services of local vendors, contractors and labor. Over the last five years, we have paid $543 million and $239 million to local vendors and contractors in New York and Pennsylvania, respectively.

•

Fair landowner compensation: We provide fair and reasonable compensation to local landowners for acreage leases, mineral rights and pipeline rights of way and easements. Over the last five years, Seneca has paid local Pennsylvania landowners more than $234 million in royalties on natural gas production.

•

Charitable giving: Each year, hundreds of National Fuel employees donate thousands of dollars to local and national charitable organizations. The National Fuel Gas Foundation matches dollar for dollar, up to $750 per employee, doubling the impact of each employee’s contribution. Since 2005, our employees and the foundation have given more than $22 million to charitable organizations.

vii

LOGO

Our Diverse, Experienced, and Independent Board of Directors

National Fuel’s commitment to diversity also extends to our Board of Directors, and our Board has continued its efforts to attract qualified, diverse candidates whose expertise and personal characteristics align with the Company’s long-term business strategy.

•

Increasing Diversity on Our Board of Directors: Our Nominating/Corporate Governance Committee, chaired by Rebecca Ranich, makes recommendations to the full Board on nominees for director positions, and has invited qualified gender and racially diverse candidates to stand for election to the Board, with successful results. Three of the Company’s last six Directors have increased Board diversity.

•

Inclusion of the “Rooney Rule”: The Company’s Corporate Governance Guidelines incorporate the “Rooney Rule.” As a result, in identifying independent director candidates for nomination to the Board, the Nominating/Corporate Governance Committee is committed to including in any initial candidate pool qualified racially, ethnically and/or gender diverse candidates.

•

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

^¡

CEO/Senior Leadership Position (11)

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Energy Industry Experience (10)

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Operational/Safety (9)

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Other Public Board of Directors Experience (8)

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Federal & State Regulatory/Government Relations (7)

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Legal/Compliance/Enterprise Risk Management (7)

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Consumer/Customer Relations (7)

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Financial/Accounting (5)

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Environmental/Sustainability/Energy Transition (4)

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•

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

LOGO

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 C. Carroll — age 65

Principal Occupation: President and Chief Executive Officer of Gas Technology Institute

Expertise: Leadership, Industry, Energy Transition/Technology

Steven C. Finch — age 63

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

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

Joseph N. Jaggers — age 68

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

Expertise: Leadership, Exploration and Production

David F. Smith — age 68

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

Expertise: Leadership, Industry, Regional

For complete information on this proposal, please refer to page 4 and following.

Proposal 2 — Advisory Approval of Named Executive Officer Compensation

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

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

No Modifications to Fiscal 2021 Compensation

The Compensation Committee did not make any mid-year or end-of-year adjustments to performance metrics or goals applicable to named executive officers for fiscal 2021, despite the continuing COVID-19 pandemic.

Objectives of the Compensation Committee

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


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

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

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

Elements of Compensation

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


Ø		Base Salary (Cash) — Provides a predictable base compensation for day-to-day job performance;

Ø		Short-Term Performance Incentives (Cash) — Utilizes metrics specific to each executive in order to motivate them to deliver near-term financial, safety, environmental, diversity, and customer service results, generally over a period that is no longer than two years; and

Ø		Long-Term Performance Incentives (Equity) — Focuses the attention of executives on delivering long-term stockholder value and on maintaining a significant personal investment in the Company through stock ownership.

Executive Compensation Aligned with Stockholders’ Interests

The Company recognizes and rewards executives through compensation arrangements that directly link executive pay to the Company’s performance, and we ensure a strong alignment of interests with our stockholders by including a significant amount of equity in the overall mix of pay. As shown in the chart below, which includes the fiscal 2021 target compensation mix for the CEO and an average for the other six named executive officers, 83% of the target compensation of David Bauer, the Company’s CEO, was at-risk compensation, with 63% tied to equity (in the form of performance shares and restricted stock units), and 20% tied to cash-based short-term performance goals.

LOGO

Key Compensation Features


Ø		Annual performance incentives of the named executive officers are based on objective performance goals, except with respect to a portion of Mr. Loweth’s fiscal 2021 annual cash incentive award;

Ø		Long-term performance incentives are composed entirely of equity;

Ø		Long-term performance goals for fiscal 2021 consist of three-year TSR and three-year total ROC, each relative to a peer group;


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

Ø		Executive officers may not hedge or pledge Company stock;

Ø		Equity incentive plans prohibit the repricing of equity awards;

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

Ø		All change-in-control agreements are double triggered;

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

Ø		The Board has adopted a clawback policy (see “Recovery of Funds” in the Company’s Corporate Governance Guidelines, included as Appendix B to this proxy statement).

2021 Say-on-Pay Vote and Stockholder Engagement

The 2021 Say-on-Pay advisory vote yielded a result of over 96% of votes cast in support of the compensation of the Company’s named executive officers. The Board generally considered this outcome another indicator of stockholder support for the overall philosophy and structure of the Company’s executive compensation policies and decisions. Given the high approval percentage of the vote, the Compensation Committee did not make any significant changes to the executive compensation program that were based specifically on the results of the 2021 Say-on-Pay advisory vote. The principal change the Compensation Committee made to the program for fiscal 2022 is the addition of a long-term performance goal tied to emissions reductions.

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

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

For complete information on this proposal, please refer to the Compensation Discussion and Analysis, accompanying compensation tables and related narrative discussion, starting at page 31, and to the proposal at page 71.

Proposal 3 — Ratification of Appointment of Independent Registered Public Accounting Firm

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

As a matter of good governance, it is important that stockholders vote to ratify the selection of the Company’s independent auditor. The Company has selected PricewaterhouseCoopers LLP as the Company’s independent auditor for fiscal 2022.

For complete information on this proposal, please refer to page 72.

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NATIONAL FUEL GAS COMPANY

6363 MAIN STREET

WILLIAMSVILLE, NEW YORK 14221

PROXY STATEMENT

GENERAL INFORMATION

Introduction

This proxy statement is furnished to the holders of National Fuel Gas Company (“National Fuel” or the “Company”) common stock (the “Common Stock”) in connection with the solicitation of proxies on behalf of the Board of Directors of the Company (the “Board of Directors” or the “Board”) for use at the Annual Meeting of Stockholders (the “Annual Meeting”) to be held on March 10, 2022, or any adjournment or postponement thereof. This proxy statement and the accompanying proxy/voting instruction card are first being mailed to stockholders or made available on the Internet on or about January 21, 2022.

Solicitation of Proxies

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

Record Date, Outstanding Voting Securities and Voting Rights

Only stockholders of record at the close of business on January 10, 2022, will be eligible to vote at the Annual Meeting or any adjournment or postponement thereof. As of that date, 91,443,717 shares of Common Stock were issued and outstanding. The holders of 45,721,859 shares will constitute a quorum at the meeting.

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

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

Where stockholders direct how their votes shall be cast, shares will be voted in accordance with such directions. Proxies submitted with abstentions and broker non-votes will be included in determining whether or not a quorum is present. Abstentions and broker non-votes will not be counted in tabulating

the number of votes cast on proposals submitted to stockholders and therefore will not have the effect of a vote cast for or against any proposal.

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

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

Attending the Meeting

In an effort to protect the health and safety of the Company’s stockholders, employees, directors and communities amidst the COVID-19 pandemic, the Company is holding the Annual Meeting in a virtual meeting format only on March 10, 2022 at 10:00 a.m. Eastern Time. Stockholders as of the close of business on January 10, 2022, the record date, are entitled to participate in the Annual Meeting, including to vote their shares and ask questions.

To participate in the virtual Annual Meeting, please visit www.virtualshareholdermeeting.com/NFG2022, where you will be prompted to enter the 16-digit control number found on your proxy card or your voting instruction form provided by your broker, bank, or other nominee. If you receive your Annual Meeting materials electronically and wish to participate in the virtual meeting, please follow the instructions provided online for attendance. Once you have joined the virtual meeting, you may vote your shares electronically during the meeting by following the instructions available on the meeting website.

Questions for the Meeting

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

Additional Information about the Meeting

Additional information regarding the rules of conduct and procedures for participating in the virtual Annual Meeting will be posted prior to and during the meeting at www.virtualshareholdermeeting.com/NFG2022.

Revoking a Proxy

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

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