DEF 14A of Atmos Energy Corp, Dec 20, 2024

DEF 14A of Atmos Energy Corp

Filed Dec 20, 2024 · FY20240000731802-24-000035

Open on EDGAR

  1. Director Nominees(a)

    Director Nominees(a) We have included summary information about each director nominee in the table below. Each director is elected annually by a majority of votes. See “Nominees for Director” beginning on page 11 for more information regarding our director nominees.

  2. Director Nominees(a)

    | | | Director Since | Committees | | | | | | Name and Primary Occupation | Age | | AC | HR | NC | CR | EC | | J. Kevin Akers(b) President and Chief Executive Officer, Atmos Energy | 61 | 2019 | | | | | | | John C. Ale Former Senior Vice President, General Counsel and Corporate Secretary of Southwestern Energy Company | 70 | 2022 | | | | | | | Kim R. Cocklin Chairman of the Board, Atmos Energy | 73 | 2009 | | | | | | | Kelly H. Compton Executive Director, The Hoglund Foundation | 67 | 2016 | | | | | | | Sean Donohue Chief Executive Officer, DFW International Airport | 63 | 2018 | | | | | | | Rafael G. Garza Executive Vice Chairman of VBT Financial Corporation and Founder and Executive Vice Chairman of Vantage Bank Texas | 64 | 2016 | | | | | | | Edward J. Geiser Executive Managing Partner, Juniper Capital Advisors, L.P. | 46 | 2024 | | | | | | | Nancy K. Quinn Independent Energy Consultant | 71 | 2004 | | | | | | | Richard A. Sampson General Partner and Founder, RS Core Capital, LLC | 74 | 2012 | | | | | | | Telisa Toliver Former General Manager, Renewable Power, Chevron Pipeline and Power | 63 | 2024 | | | | | | | Frank Yoho Former Executive Vice President and President of Natural Gas, Duke Energy | 65 | 2020 | | | | | |

  3. Director Nominees(a)

    | AC | = | Audit | EC | = | Executive | | HR | = | Human Resources | | = | Member | | NC | = | Nominating and Corporate Governance | | = | Chair | | CR | = | Corporate Responsibility, Sustainability, & Safety | | = | Independent |

  4. Director Nominees(a)

    (a)Richard K. Gordon, Lead Director and Chair of the Human Resources Committee and Executive Committee, reached mandatory retirement age, and therefore is not standing for re-election. (b)The director is not independent and accordingly is not eligible to be a member of any of the committees except the Executive Committee and/or the Corporate Responsibility, Sustainability, & Safety Committee, pursuant to the rules of the New York Stock Exchange.

  5. Director Nominees(a)

    | 6 | Atmos Energy |

  6. Director Nominees(a)

    Proxy Statement Overview

  7. Director Nominees’ Skills, Experience and Attributes

    Director Nominees’ Skills, Experience and Attributes

  8. Director Nominees’ Skills, Experience and Attributes

    | | Experience | | | | | | | | | | | | % of Board | | | Industry Experience | | | | | | | | | | | | 64% | | | Safety | | | | | | | | | | | | 55% | | | Regulatory/Policy | | | | | | | | | | | | 55% | | | Strategy/M&A | | | | | | | | | | | | 91% | | | Finance/Accounting | | | | | | | | | | | | 64% | | | Independent | | | | | | | | | | | | 91% | | | Diversity | | | | | | | | | | | | 36% | | | Public Company Leadership Experience | | | | | | | | | | | | 45% | | | Public Company Board Experience | | | | | | | | | | | | 27% | | Background | | | | | | | | | | | | | | | Years Serving | | 5 | 2 | 15 | 8 | 6 | 8 | 0 | 20 | 12 | 0 | 4 | | | Age | | 61 | 70 | 73 | 67 | 63 | 64 | 46 | 71 | 74 | 63 | 65 | | | Gender | | M | M | M | F | M | M | M | F | M | F | M | | | Race/Ethnicity | | | | | | | | | | | | | | | Hispanic | | | | | | | | | | | | | | | African American/Black | | | | | | | | | | | | | | | White | | | | | | | | | | | | | |

  9. Director Nominees’ Skills, Experience and Attributes

    | 10 | Atmos Energy |

  10. Nominees for Director

    Nominees for Director Each of the following current directors, other than Mr. Geiser and Ms. Toliver, was last elected by shareholders at the 2024 annual meeting of shareholders. Mr. Geiser and Ms. Toliver were elected by the Board of Directors in September 2024. Each of the nominees has been nominated to serve a one-year term on the Board of Directors with such term expiring in 2026.

  11. Nominees for Director

    | J. Kevin Akers President and Chief Executive Officer, Atmos Energy Director since 2019 Age: 61 | PROFESSIONAL BACKGROUND | | | | •President and Chief Executive Officer since October 2019 •Executive Vice President from November 2018 through September 2019 •Senior Vice President, Safety and Enterprise Services from January 2017 through November 2018 | •President of the Kentucky/Mid-States Division of the Company from May 2007 through December 2016 •President of the Company’s Mississippi Division from 2002 to 2007 | | | QUALIFICATIONS Mr. Akers has more than 35 years’ experience in the natural gas industry, including 33 with the Company. Over the course of his career, he has gained extensive management and operational experience. Such experience and management skills, as well as his demonstration of those attributes discussed in the “Qualifications for Directors” section, has led the Board to nominate Mr. Akers to continue serving as a director of Atmos Energy. | |

  12. Nominees for Director

    | John C. Ale Former Senior Vice President, General Counsel and Corporate Secretary of Southwestern Energy Company Independent Director since 2022 Age: 70 | PROFESSIONAL BACKGROUND | | | | •Senior Vice President, General Counsel and Corporate Secretary of Southwestern Energy Company, an independent energy company engaged in natural gas, natural gas liquids and oil exploration, development, production and marketing, from November 2013 to June 2020 •Vice President and General Counsel of Occidental Petroleum Corporation from April 2012 to August 2013 | •External counsel to the energy industry as a partner with Skadden, Arps, Slate, Meagher & Flom LLP and Vinson & Elkins LLP •Executive Director and General Counsel of Azurix Corp., a global water company, from December 1998 to January 2002 | | | QUALIFICATIONS Mr. Ale has more than 35 years’ experience in the energy industry. In addition to his display of the attributes discussed in the “Qualifications for Directors” section, his substantial experience in the energy sector and knowledge of environmental, social, governance, and cyber security issues relating to the industry, has led the Board to nominate Mr. Ale to continue serving as a director of Atmos Energy. BOARD COMMITTEES: Human Resources and Corporate Responsibility, Sustainability, & Safety | |

  13. Nominees for Director

    | 2025 Proxy Statement | 11 |

  14. Nominees for Director

    | Kim R. Cocklin Chairman of the Board, Atmos Energy Independent Director since 2009 Age: 73 | PROFESSIONAL BACKGROUND | | | | •Chairman of the Board since December 2020 •Executive Chairman of the Board from October 2017 to December 2020 •Chief Executive Officer or President and Chief Executive Officer from October 2010 to September 2017 •President and Chief Operating Officer from October 2008 to September 2010 | •Senior Vice President, Regulated Operations from October 2006 to September 2008 •Senior Vice President from June 2006 to September 2006 •Various leadership roles within leading natural gas industry associations, including the Southern Gas Association and the American Gas Association | | | QUALIFICATIONS Mr. Cocklin has over 35 years’ experience in the natural gas industry, most of that serving in senior management positions at Atmos Energy, Piedmont Natural Gas Company, and The Williams Companies. Due to his professional experience in the energy industry and leadership roles with Atmos Energy, other energy companies and industry associations, his strong background in the natural gas industry, including interstate pipeline companies, local distribution companies and gas treatment facilities, his extensive experience in rates and regulatory matters, business development and Sarbanes-Oxley compliance matters, as well as possessing those attributes discussed in the “Qualifications for Directors” section, the Board has nominated Mr. Cocklin to continue serving as a director of Atmos Energy. | |

  15. Nominees for Director

    | Kelly H. Compton Executive Director, The Hoglund Foundation Independent Director since 2016 Age: 67 | PROFESSIONAL BACKGROUND | | | | •Executive Director of The Hoglund Foundation, which partners with education and family support agencies in Dallas, Texas, since 1992 •Vice President of Commercial Lending for NationsBank Texas and its predecessors from 1979 to 1992 | •Board of Trustees for Southern Methodist University and the Board of Trustees for The Perot Museum of Nature and Science | | | QUALIFICATIONS As a result of Ms. Compton’s leadership abilities and experience in public and private finance, development and strategic matters, her experience as a philanthropic leader for over 30 years, and her possession of those attributes discussed in the “Qualifications for Directors” section, the Board has nominated Ms. Compton to continue serving as a director of Atmos Energy. BOARD COMMITTEES: Human Resources and Corporate Responsibility, Sustainability, & Safety | |

  16. Nominees for Director

    | 12 | Atmos Energy |

  17. Nominees for Director

    | Sean Donohue Chief Executive Officer, DFW International Airport Independent Director since 2018 Age: 63 | PROFESSIONAL BACKGROUND | | | | •Chief Executive Officer of Dallas Fort Worth International Airport since 2013 •Chief Operating Officer for Virgin Australia Airlines from 2010 to 2013 | •Various executive roles for United Airlines from 1985 to 2010 | | | QUALIFICATIONS In his role as Chief Executive Officer of Dallas Fort Worth International Airport, Mr. Donohue is responsible for the airport’s management, operation, and future strategy and development. This, as well as Mr. Donohue’s leadership abilities and experience in strategy and development matters, in addition to displaying those attributes discussed in the “Qualifications for Directors” section, led the Board to nominate Mr. Donohue to continue serving as a director of Atmos Energy. BOARD COMMITTEES: Nominating and Corporate Governance and Corporate Responsibility, Sustainability, & Safety | |

  18. Nominees for Director

    | Rafael G. Garza Executive Vice Chairman of VBT Financial Corporation; and Founder and Executive Vice Chairman of Vantage Bank Texas Independent Director since 2016 Age: 64 | PROFESSIONAL BACKGROUND | | | | •Executive Vice Chairman of VBT Financial Corporation and Founder and Executive Vice Chairman of Vantage Bank Texas since 2018 •Founder of RGG Capital Partners, LLC and Bravo Equity Partners, LP, private investment companies, from 2000 to 2024 | •17 years’ experience with E&Y from 1982 to 2000, including various Senior Leadership positions with E&Y’s Assurance and Corporate Finance Consulting divisions •Member of Boards of Texas Christian University, the Modern Art Museum of Fort Worth and Baylor Scott & White Holdings | | | QUALIFICATIONS Due to Mr. Garza’s involvement in private investments, banking, and corporate finance, he has significant experience in audit, complex financial matters, mergers and acquisitions, and financial strategy. Because of Mr. Garza’s in-depth experience with financial management and strategic planning, his leadership abilities and his possession of the attributes discussed in the “Qualifications for Directors” section, the Board has nominated Mr. Garza to continue serving as a director of Atmos Energy. BOARD COMMITTEES: Audit and Nominating and Corporate Governance | |

  19. Nominees for Director

    | 2025 Proxy Statement | 13 |

  20. Nominees for Director

    | Edward J. Geiser Executive Managing Partner, Juniper Capital Advisors, L.P. Independent Director since 2024 Age: 46 | PROFESSIONAL BACKGROUND | | | | •Executive Managing Partner of Juniper Capital Advisors, L.P. since 2015 •Chairman of the Board of Ranger Oil Corporation from January 2021 to June 2023 | •Former Head of Nominating, Environmental, Social and Governance Committee for Ranger Oil Corporation •Former Member of Compensation Committee for Ranger Oil Corporation | | | QUALIFICATIONS In his position as Executive Managing Partner of Juniper Capital Advisors, L.P., Mr. Geiser has led its Investment Committee, set strategic direction and priorities, overseen existing investments and analyzed potential new investments, overseen fundraising efforts, and overseen firm administration. Based upon his business experience in investment banking and the energy industry, in particular, his past experience as Chairman of the Board, Head of Nominating, Environmental, Social and Governance Committee, and member of the Compensation Committee for Ranger Oil Corporation, as well as possessing those attributes discussed in the “Qualifications for Directors” section, the Board has nominated Mr. Geiser to continue serving as a director of Atmos Energy. | |

  21. Nominees for Director

    | Nancy K. Quinn Independent Energy Consultant Independent Director since 2004 Age: 71 | PROFESSIONAL BACKGROUND | | | | •Independent energy consultant since July 1996, providing senior financial and strategic advice, primarily to clients in the energy and natural resources industries •Prior to 2000, Senior advisory role with the Beacon Group, focusing on energy industry private equity opportunities and merger and acquisition transactions •Previous leadership positions at PaineWebber Incorporated and Kidder, Peabody & Co. Incorporated | •Current and previous Board leadership positions including Chair of the Audit Committee, Chair of the HR Committee, and Lead Director •Previous member of the Boards of Helix Energy Solutions Group, Louis Dreyfus Natural Gas Corp. and DeepTech International Inc. | | | QUALIFICATIONS The Board has nominated Ms. Quinn, based upon her considerable experience in the natural gas industry, her demonstrated leadership abilities as a board leader in several public companies and her exhibition of those attributes discussed in the “Qualifications for Directors” section, the Board has nominated Ms. Quinn to continue serving as a director of Atmos Energy. BOARD COMMITTEES: Audit (Chair), Nominating and Corporate Governance, and Executive | |

  22. Nominees for Director

    | 14 | Atmos Energy |

  23. Nominees for Director

    | Richard A. Sampson General Partner and Founder, RS Core Capital, LLC Independent Director since 2012 Age: 74 | PROFESSIONAL BACKGROUND | | | | •General Partner and Founder of RS Core Capital, LLC, a registered investment advisory firm, since January 2013 | •Managing Director and Client Adviser of JPMorgan Chase & Co. from May 2006 to May 2012 | | | QUALIFICATIONS Mr. Sampson has over 30 years’ experience in investment management which has provided him with an understanding of global and domestic macroeconomics and capital market issues, financial markets, securities, and a solid understanding of state and federal laws, regulations, and policies. In addition to his display of the attributes discussed in the “Qualifications for Directors” section, his substantial experience in investment management, his leadership as Chair of the Nominating Committee and former Chair of the Audit Committee and his knowledge of complex financial transactions, have led the Board to nominate Mr. Sampson to continue serving as a director of Atmos Energy. BOARD COMMITTEES: Human Resources, Nominating and Corporate Governance (Chair), and Executive | |

  24. Nominees for Director

    | Telisa Toliver Former GM, Renewable Power, Chevron Pipeline and Power Independent Director since 2024 Age: 63 | PROFESSIONAL BACKGROUND | | | | •General Manager, Renewable Power, Chevron Pipeline and Power from 2019 to 2024 •Vice President, Business and Commercial Development, Chevron Pipeline and Power from 2017 to 2019 | •Senior Vice President, Business Development and Strategy, Chevron Pipe Line Company from 2011 to 2017 •Vice President, Commercial Development, Chevron Pipe Line Company from 2006 to 2011 | | | QUALIFICATIONS In her management positions with Chevron Pipeline and Power and Chevron Pipe Line Company, Ms. Toliver has extensive experience in the oil and gas industry, including human resources management, organizational design, sustainability, safety, risk management, governance, and strategic planning. Based upon this experience, as well as possessing those attributes discussed in the “Qualifications for Directors” section, the Board has nominated Ms. Toliver to continue serving as a director of Atmos Energy. | |

  25. Nominees for Director

    | 2025 Proxy Statement | 15 |

  26. Nominees for Director

    | Frank Yoho Former Executive Vice President and President of Natural Gas, Duke Energy Independent Director since 2020 Age: 65 | PROFESSIONAL BACKGROUND | | | | •Executive Vice President and President of Natural Gas of Duke Energy from 2016 to September 2019 •Previously Senior Vice President and Chief Commercial Officer of Piedmont Natural Gas | •Previously served on the boards of the American Gas Association, Southern Gas Association and Energy Production and Infrastructure Center (EPIC) at UNC Charlotte and the board of trustees for the Institute of Gas Technology | | | QUALIFICATIONS Mr. Yoho has more than 35 years’ experience in the natural gas industry in a variety of roles that included marketing, business development and gas supply. He was instrumental in the integration of Piedmont Natural Gas into Duke Energy and oversaw operations, commercial, regulatory, and community responsibilities for all aspects of the natural gas business for Duke Energy. In light of Mr. Yoho’s knowledge and expertise in the energy industry and leadership abilities developed at Duke Energy, Piedmont Natural Gas and industry associations, as well as his demonstration of those attributes discussed in the “Qualifications for Directors” section, the Board has nominated Mr. Yoho to continue serving as a director of Atmos Energy. BOARD COMMITTEES: Audit, Corporate Responsibility, Sustainability, & Safety (Chair), and Executive | |

  27. Nominees for Director

    | 16 | Atmos Energy |

  28. Nominees for Director

    | Corporate Governance and Other Board Matters |

  29. Identifying and Evaluating Nominees for Directors

    Identifying and Evaluating Nominees for Directors The Nominating Committee is primarily responsible for identifying and evaluating nominees for director. Periodically, the Chairman of the Board, Lead Director, and CEO discuss with the Chair of the Nominating Committee the Board’s compositional needs and criteria for the selection of candidates to serve as directors. The Lead Director is expected to consult with the chairs of the Board committees and solicit their participation as well. The Nominating Committee uses a variety of methods for identifying and evaluating nominees for director. The Nominating Committee will consider candidates that come to their attention through current board members, professional search firms, shareholders, or other persons. The Nominating Committee may interview potential candidates to further assess the qualifications possessed by the candidates and their ability to serve as a director. The Committee will consider and make recommendations to the Board regarding the nominees to be submitted to the Company’s shareholders for election at each annual meeting and suitable candidates to fill any vacancies occurring on the Board with a view to achieving and maintaining balance and diversity on the Board with respect to race, sex, age, geographical location, knowledge, skills, expertise, business experience, and other appropriate measures. Mr. Geiser and Ms. Toliver, each of whom were elected by the Board in September 2024, were recommended as potential directors by our non-management directors.

  30. Identifying and Evaluating Nominees for Directors

    | Retirement Policy The Company’s directors are required to retire from the Board at the annual meeting of shareholders immediately following their 75th birthday. |

  31. Communication with the Board

    | Director Compensation |

  32. Director Compensation for Fiscal Year 2024(a)

    Director Compensation for Fiscal Year 2024(a)

  33. Director Compensation for Fiscal Year 2024(a)

    | Name | Fees Earned or Paid in Cash ($)(b) | Stock Awards ($)(c) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(d) | All Other Compensation ($)(e) | Total ($) | | John C. Ale | 120,000 | 150,000 | — | — | 270,000 | | Kim R. Cocklin | 220,000 | 150,000 | — | 4,295 | 374,295 | | Kelly H. Compton | 120,000 | 150,000 | — | 4,295 | 274,295 | | Sean Donohue | 120,000 | 150,000 | — | 2,082 | 272,082 | | Rafael G. Garza | 120,000 | 150,000 | — | — | 270,000 | | Edward J. Geiser | 6,848 | 138,730 | — | — | 145,578 | | Richard K. Gordon | 170,000 | 150,000 | — | — | 320,000 | | Nancy K. Quinn | 140,000 | 150,000 | 4 | — | 290,004 | | Richard A. Sampson | 140,000 | 150,000 | — | 2,214 | 292,214 | | Telisa Toliver | 6,848 | 138,730 | — | — | 145,578 | | Diana J. Walters | 120,000 | 150,000 | 2,754 | 4,295 | 277,049 | | Frank Yoho | 140,000 | 150,000 | — | — | 290,000 |

  34. Director Compensation for Fiscal Year 2024(a)

    (a)No stock options were awarded to our directors and no non-equity incentive plan compensation was earned by our directors in fiscal 2024. (b)Non-employee directors may defer all or a part of their annual cash retainer and fees under our Directors Plan. During fiscal 2024, Ms. Walters and Mr. Geiser elected to defer a portion of their director fees (a total of $36,000 for Ms. Walters and $6,848 for Mr. Geiser), under such plan, which amounts are included in this column and are described in the table below. Deferred amounts are invested, at the election of the participating director, either in a stock account or a cash account.

  35. Director Compensation for Fiscal Year 2024(a)

    | 2025 Proxy Statement | 29 |

  36. Director Compensation for Fiscal Year 2024(a)

    Director Compensation (c)The amounts in this column represent the fair market value on the date of grant (March 8, 2024 for all directors other than Mr. Geiser and Ms. Toliver, and October 1, 2024, for Mr. Geiser and Ms. Toliver), calculated in accordance with FASB ASC Topic 718, of the share units or RSUs awarded to each of our non-employee directors under our LTIP earned for service on the Board in fiscal 2024, which was $115.96 per underlying share for all directors other than Mr. Geiser and Ms. Toliver, and $138.73 per underlying share for Mr. Geiser and Ms. Toliver. Per their election, each of Mr. Cocklin, Ms. Compton, Mr. Donohue, and Ms. Walters received 1,293 RSUs, none of which had vested at 2024 fiscal year end. All other directors other than Mr. Geiser and Ms. Toliver each received 1,293 share units, and Mr. Geiser and Ms. Toliver each received 1,000 share units in connection with their election to the Board, none of which had vested at 2024 fiscal year end. The non-employee directors held no other unvested stock awards and no options apart from these units at 2024 fiscal year-end. (d)The amounts in this column represent above-market interest earned during fiscal 2024 on the accumulated amount of Board fees deferred to cash accounts. Interest considered above-market is the incremental rate of interest earned above 120% of the 10-year U.S. Treasury Note rate, which is reset on January 1 each year. (e)For Mr. Cocklin, Ms. Compton, and Ms. Walters, the amounts in this column represent the dividends paid on their RSUs on December 11, 2023, March 11, 2024, June 10, 2024, and September 9, 2024. For Mr. Donohue, the amount in this column represents the dividends paid on his RSUs on June 10, 2024, and September 9, 2024. For Mr. Sampson, the amount in this column represents the dividends paid on his RSUs on December 11, 2023, and March 11, 2024. No directors received perquisites or other personal benefits with an aggregate value equal to or exceeding $10,000 during fiscal 2024.

  37. Fiscal 2024 Actual Results

    | | Performance Metric | Target Performance | Adjusted Performance* | Actual EPS Performance | 2024 Payout (as a % of Target) | | 2024 Annual Incentive Plan | EPS (100% of award) | $6.53 | $6.73 | $6.83 | 161% | | Long-Term Incentive Program 2022-2024 Cycle | Cumulative 3-year EPS (100% of award) | $17.69 | $18.43 | $18.53 | 183% |

  38. Annual Incentive Compensation

    Annual Incentive Compensation Through our Incentive Plan, we provide our named executive officers an opportunity to earn an annual incentive award based upon the Company’s financial performance each year as measured by our fully diluted EPS.

  39. 2024 Annual Incentive Award Target Opportunities

    2024 Annual Incentive Award Target Opportunities For fiscal 2024, the HR Committee reviewed competitive compensation benchmarking data, as discussed below, to establish an annual target opportunity expressed as a percentage of base salary earned during fiscal 2024 for each named executive officer. Such target incentive award opportunities are reviewed each year and benchmarked against the 50th percentile for similar positions within companies in our proxy peer group. The Incentive Plan targets for fiscal 2024 for each of the named executive officers were as follows, which remained unchanged as a percentage of base salary from fiscal 2023 levels.

  40. 2024 Annual Incentive Award Target Opportunities

    | Name | Fiscal Year 2024 Incentive Plan Target as Percentage (%) of Base Salary Earned | | J. Kevin Akers | 110 | | Christopher T. Forsythe | 70 | | John S. McDill | 60 | | Karen E. Hartsfield | 60 | | J. Matt Robbins | 60 |

  41. 2024 Annual Incentive Award Target Opportunities

    | 2025 Proxy Statement | 43 |

  42. 2024 Annual Incentive Award Target Opportunities

    At its meeting in November 2023, the HR Committee established the threshold, target and maximum performance levels of EPS upon which the Incentive Plan’s awards would be based for fiscal 2024, along with the corresponding percentages of target awards to be paid out. The target EPS performance level was based on our annual business plan and budget and considered factors including the allowed rates of return in our established service areas, natural gas pricing and volatility, budgeted capital expenditures, expected growth within our service areas, competitive factors from other service providers and other business considerations embedded in our annual business planning process.

  43. 2024 Annual Incentive Award Target Opportunities

    | EPS as measurement metric The HR Committee believes that EPS is the most appropriate measurement of our financial performance both on an annual and long-term basis, because it most accurately reflects the growth and performance of our operations. The EPS measurement is also one of the most currently well-known measurements of overall financial performance of public companies, particularly within the utility industry. The HR Committee believes that using this measurement as the basis for our incentive compensation plans best aligns the interests of our named executive officers with the interests of our shareholders. Annually increasing EPS target performance levels The HR Committee has continued to set increasingly challenging EPS target performance levels under the Incentive Plan each fiscal year, as demonstrated by increasing such target performance levels on average by 9% per year over the last three fiscal years. Such target performance levels have also continued to be within the range of announced EPS guidance provided to the public in November of each year. |

  44. Performance Levels and Achievement

    | Performance Level | Annual EPS Performance | Percentage (%) of Target Award Earned | | Below Threshold | <$6.20 | No award | | Threshold | $6.20 | 50% | | Target | $6.53 | 100% | | Adjusted Performance Level | $6.73 | 161% | | Actual EPS | $6.83 | 191% | | Maximum | $6.86 | 200% |

  45. Performance Levels and Achievement

    The HR Committee may, at its sole discretion, reduce the performance results upon which awards under the Incentive Plan are based to offset any unintended results arising from events not anticipated when the performance goals were established. Due to the passage of Texas Senate Bill 2, Proposition 4 on November 7, 2023, we remeasured our property tax accrual liability, resulting in a pre-tax benefit of $21.1 million for fiscal year 2024, or $0.10 per diluted share. Accordingly, the HR Committee approved an adjusted performance level of $6.73 to take into account the financial impact of the tax law change for the performance period of the awards under the Incentive Plan. Since the adjusted performance level attained was between the target of $6.53 per share and maximum of $6.86 per share, straight-line interpolation was used to compute the percentage of the target award earned and each named executive officer earned 161% of their target award. Additionally, the HR Committee does place a limit under certain conditions on the amount of earned awards for all our executive officers. If the Company’s TSR during any fiscal year is negative, the earned award for each officer for that fiscal year will be limited to the amount earned at the target level of performance. This limitation was not applicable for the fiscal 2024 performance period since the Company’s TSR was positive for such performance period. Awards under the Incentive Plan are paid in cash and are based on the participant’s eligible earnings received during the fiscal year. However, under the terms of the Incentive Plan, participants may elect prior to the beginning of each fiscal year to convert all or a portion of their final earned awards to time-lapse RSUs with three-year cliff vesting, with a premium equal to 20% of the amount converted, such that the value of time-lapse RSUs received will equal 120% of the value of the final earned award, and with such units being awarded under our LTIP. Each named executive officer elected to receive 100% cash for his or her fiscal 2024 Incentive Plan award.

  46. Long-Term Incentive Compensation

    Long-Term Incentive Compensation The HR Committee grants awards under our LTIP each fiscal year that are structured with a portion of the targeted long-term value in the form of three-year performance-based RSUs (measured by cumulative EPS over the three-fiscal year period) and with the remaining portion in the form of time-lapse RSUs with three-year cliff vesting. For fiscal 2024, to bring LTIP awards more in line with our peers and further reinforce our pay for performance philosophy, the HR Committee increased the weighting of performance-based RSUs in our named executive officers’ LTIP awards from 50% to 75% and decreased the weighting of time-lapse RSUs with three-year cliff vesting from 50% to 25%. The HR Committee bases the actual number and value of awards granted to each named executive officer primarily on the competitive compensation benchmarking of grants made by the companies in our proxy peer group, as discussed below.

  47. TIME-LAPSE RSUs

    TIME-LAPSE RSUs •Alignment with shareholders •Facilitates share ownership •Strong retention vehicle

  48. PERFORMANCE-BASED RSUs

    PERFORMANCE-BASED RSUs •Tied to achievement of long-term operational objectives •Alignment with shareholders •Facilitates share ownership •Strong retention vehicle

  49. 2024 Performance-Based RSU Grants (2024-2026 awards)

    2024 Performance-Based RSU Grants (2024-2026 awards) At its meeting in November 2023, the HR Committee also established the threshold, target and maximum performance levels of cumulative EPS upon which performance-based RSUs awards would be based for the fiscal 2024-2026 performance period, along with the corresponding percentages of target awards. The three-fiscal year cumulative EPS target performance level was based on the same factors utilized by the HR Committee for our Incentive Plan described above. The HR Committee then awarded grants to the named executive officers at its meeting in May 2024, which were later ratified by the Board, of performance-based RSUs for the fiscal 2024-2026 performance period. The following table shows the three-year performance criteria for such period (which represent increased performance level requirements over the fiscal 2023-2025 grant).

  50. 2024 Performance-Based RSU Grants (2024-2026 awards)

    | Performance Level | Cumulative EPS Performance | Percentage (%) of Target Award Earned | | Below Threshold | <$19.95 | No award | | Threshold | $19.95 | 50% | | Target | $21.00 | 100% | | Maximum | $22.05 | 200% |

  51. 2024 Performance-Based RSU Grants (2024-2026 awards)

    | 2025 Proxy Statement | 45 |

  52. 2022 Performance-Based RSUs Grants (2022-2024 awards)

    2022 Performance-Based RSUs Grants (2022-2024 awards) The 2022 performance-based RSUs awarded in May 2022 were also based on the Company’s three year cumulative EPS performance for the 2022 through 2024 fiscal years. The HR Committee has also historically set increasingly challenging cumulative three-fiscal year EPS target performance levels each year. The HR Committee believes this EPS performance is in alignment with the Company’s shareholder return performance over that same time period. The following table summarizes the performance levels and actual performance attained for the fiscal 2022-2024 performance-based RSUs.

  53. 2022 Performance-Based RSUs Grants (2022-2024 awards)

    | Performance Level | Cumulative EPS Performance | Percentage (%) of Target Award Earned | | Below Threshold | <$16.80 | No award | | Threshold | $16.80 | 50% | | Target | $17.69 | 100% | | Adjusted Performance Level | $18.43 | 183% | | Actual Cumulative EPS | $18.53 | 191% | | Maximum | $18.58 | 200% |

  54. 2022 Performance-Based RSUs Grants (2022-2024 awards)

    Similar to the Incentive Plan performance discussed above, the HR Committee approved an adjusted performance level of $18.43 to take into account the financial impact of the tax law change described above for the performance period of the awards under the LTIP. Since the adjusted performance level attained was between the target of $17.69 per share and maximum of $18.58 per share, straight-line interpolation was used to compute the percentage of the target award earned and each named executive officer earned 183% of their target award. The awards were paid in the form of shares of Company stock issued in November 2024 with the named executive officers also receiving accumulated cash dividend equivalents over the three-fiscal year performance period on such awards. As with the payout of Incentive Plan awards, if the Company’s TSR during the performance period is negative, the earned award for each such officer for such performance period will be limited to the amount earned at the target level of performance. This limitation was not applicable for the 2022-2024 performance period since the Company’s TSR was positive for such performance period.

  55. Change in Control Severance Benefits

    Change in Control Severance Benefits We have severance agreements in place with each of our named executive officers to provide certain severance benefits to them in the event of the termination of their employment within three years following a “change in control” of the Company (as defined in the severance agreements and described generally in “Change in Control Severance Agreements,” beginning on page 58). In connection with a qualifying termination, the severance agreement for each named executive officer generally provides that the Company will pay such officer a lump sum equal to (a) 2.5 times their total cash compensation (annual base salary and the higher of the last annual award under the Incentive Plan or the average of the three highest annual awards received under such plan) and (b) the total of (i) an amount that is actuarially equivalent to an additional three years of annual age and service credits payable to the officer under the PAP or the FACC, as applicable, and (ii) an amount that is actuarially equivalent to an additional three years of Company matching contributions payable to the officer under the RSP. In addition, each named executive officer would be paid (i) an amount that is generally actuarially equivalent to an additional 36 months of health and welfare benefits and (ii) an amount that is actuarially equivalent to 36 months of disability, accident and life insurance coverage. If the total of such lump sum severance payment results in the imposition of excise taxes under Section 4999 of the Internal Revenue Code (“IRC”), the named executive officer has the ability to elect to have the payment reduced to a level that will result in no payment of such excise tax. In lieu of reducing the severance payment under the agreement, each named executive officer may elect to have the Company pay the full severance payment amount, thereby leaving such officer responsible for personally paying the excise tax penalties imposed on such “excess parachute payments.” The HR Committee believes that providing severance protection to our named executive officers following a change in control is a key component to ensuring that our executive compensation program remains competitive and that our named executive officers remain engaged before and during any potential change in control transaction.

  56. Competitive Executive Compensation Benchmarking

    Competitive Executive Compensation Benchmarking Like all major corporations, we operate in a competitive environment for talented executives. In November 2023, Meridian Compensation Partners, LLC (“Meridian”), the HR Committee’s independent compensation consultant, provided the HR Committee with a review of the compensation program elements and pay levels for companies similar to us and of comparable size as measured by financial measures and market capitalization for fiscal 2023. The competitive compensation benchmarking data reviewed by the HR Committee included base salary, annual incentive compensation and long-term incentive compensation as disclosed in the proxy statements and other public filings filed by companies in the proxy peer group. The companies in the proxy peer group were selected because they represent those companies considered by the HR Committee to be the most comparable to the Company in terms of business operations, market capitalization and overall financial performance. The companies in the proxy peer group for the following fiscal year are selected annually by the HR Committee after its review of the recommendation of and presentation by its independent compensation consultant, which selection is then reviewed and approved by the Board. Below is our peer group for fiscal 2024, which remained the same as the peer group for fiscal 2023.

  57. Competitive Executive Compensation Benchmarking

    | 2025 Proxy Statement | 47 |

  58. Competitive Executive Compensation Benchmarking

    | Fiscal 2024 Peer Group | | | Alliant Energy Corporation Ameren Corporation Black Hills Corporation CenterPoint Energy, Inc. CMS Energy Corporation Evergy, Inc. National Fuel Gas Company | NiSource Inc. OGE Energy Corp. ONE Gas, Inc. Southwest Gas Holdings, Inc. Spire Inc. WEC Energy Group, Inc. Xcel Energy Inc. |

  59. Competitive Executive Compensation Benchmarking

    The annual revenues shown below for the companies in our proxy peer group are for the most recent fiscal year reported. The market capitalizations shown below are as of June 30, 2024.

  60. Competitive Executive Compensation Benchmarking

    | Revenues ($ Million) | | | Market Capitalization ($ Million) | |

  61. Competitive Executive Compensation Benchmarking

    To supplement the executive compensation information derived from its study of the proxy peer group, the HR Committee also considered, on a limited basis, executive compensation benchmarking data from the latest WTW CDB Energy Services Executive Compensation Survey (“energy services industry survey”) compiled by Meridian. The companies in this survey include companies in the natural gas, nuclear and electric utilities industries. To adjust for size differences, Meridian employed a statistical analysis (single regression) in the survey based on relative total annual revenues to determine competitive pay rates for our named executive officers based upon the data derived from such survey. The HR Committee also reviewed compensation data from broader energy industry and general industry surveys compiled by Meridian, as an additional reference point that reflects broader pay practices. Using primarily the proxy peer group compensation analysis, as well as limited supplemental data from the energy services industry survey, the HR Committee reviewed competitive target compensation levels for each named executive officer at the 50th percentile level of the competitive market. For each named executive officer position, base salary, target total cash compensation (base salary plus annual incentive award) and target total direct compensation (target total cash compensation plus the annualized present value of long-term incentive compensation) were benchmarked and analyzed with reference to the Company’s desired competitive compensation positioning.

  62. Competitive Executive Compensation Benchmarking

    | 48 | Atmos Energy |

  63. Independent Compensation Consultant

    Independent Compensation Consultant The HR Committee has sole authority for the appointment, compensation and oversight of its independent compensation consultant. The HR Committee retained Meridian as its independent compensation consultant to assist with its responsibilities related to the Company’s compensation program for its named executive officers and non-employee directors. The HR Committee directed its independent compensation consultant to (i) regularly attend meetings of the committee, (ii) conduct studies of competitive compensation practices and (iii) develop conclusions and recommendations related to the executive compensation plans of the Company for consideration by the committee. The independent compensation consultant assisted with (i) the identification of the Company’s proxy peer group, (ii) an assessment of competitive compensation for non-employee directors of the Company, and (iii) a review of base salary, annual incentives and long-term incentive compensation opportunities of Company executive officers relative to competitive practices. The independent compensation consultant also advised the HR Committee on emerging trends and developments in executive compensation, provided recommendations regarding the Company’s executive compensation strategy and performed an assessment of the risks contained in the Company’s incentive compensation plans. The independent compensation consultant attended all three HR Committee meetings held in fiscal 2024. Based on policies and procedures implemented by the HR Committee and by its independent compensation consultant to ensure the objectivity and independence of the individual executive compensation consultants for Meridian, the HR Committee believes that the consulting advice it received during the fiscal year from its consultants was objective, not influenced by any other relationships its consultants had with the Company and raised no conflicts of interest. In making this determination, the HR Committee also assessed the independence factors set forth in applicable SEC regulations and rules, NYSE corporate governance standards, and other facts and circumstances, and it concluded that the retention of Meridian and its individual executive compensation consultants raised no conflicts of interest.

  64. Compensation Risk Assessment

    Compensation Risk Assessment The HR Committee reviews our compensation programs to ensure that they do not encourage unnecessary risk taking and instead encourage behaviors that support sustainable value creation. In 2024, the HR Committee, with the assistance of Meridian, reviewed the Company’s compensation programs for employees, including the named executive officers. The HR Committee believes the following factors reduce the likelihood of excessive risk-taking: •The Company’s compensation programs are heavily weighted to long-term incentive awards, which are tied to shareholder value and have extended overlapping vesting periods (3 years) which allow for long-term ownership; •The HR Committee reviews and approves goals at the beginning of each cycle; •Total compensation features an effective balance of short- and long-term compensation components; •The HR Committee has downward discretion in the annual incentive plan; •Annual and long-term performance plan payments are capped at 200%; •The Company’s change in control severance benefits fall within common norms and do not provide excessive incentive to seek a transaction; •The Company has a robust clawback policy that applies to the annual Incentive Plan awards, time-lapse RSUs and performance-based RSUs; and •The Company’s ownership guidelines, annual stock awards, and extended vesting provisions create sustained and consistent ownership stakes. Accordingly, the HR Committee has determined that none of the Company’s incentive compensation plans encourage our executive officers or other employees to take excessive risks and that the risks arising from these plans are not reasonably likely to have a material adverse effect on the Company.

  65. Equity Grant Timing

    Equity Grant Timing Annual equity awards granted to our named executive officers have recently been granted at our regularly scheduled HR Committee meeting in May. The HR Committee did not take material nonpublic information into account when determining the timing and terms of equity awards granted in fiscal 2024, and the Company does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. During fiscal 2024, the Company did not grant any stock options.

  66. Summary Compensation Table for Fiscal Year 2024(a)

    Summary Compensation Table for Fiscal Year 2024(a)

  67. Summary Compensation Table for Fiscal Year 2024(a)

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(b) | Non-Equity Incentive Plan Compensation ($)(c) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(d) | All Other Compensation ($)(e) | Total ($) | | J. Kevin Akers | 2024 | 1,085,577 | 4,560,074 | 1,917,900 | 6,159,674 | 15,343 | 13,738,568 | | President and Chief Executive Officer | 2023 | 1,035,577 | 3,836,071 | 1,518,808 | 1,699,356 | 14,550 | 8,104,362 | | | 2022 | 976,923 | 2,523,433 | 1,325,782 | — | 13,424 | 4,839,562 | | Christopher T. Forsythe | 2024 | 565,532 | 1,003,828 | 635,811 | 204,379 | 281,494 | 2,691,044 | | Senior Vice President and Chief Financial Officer | 2023 | 534,731 | 903,810 | 499,069 | 99,756 | 260,841 | 2,298,207 | | | 2022 | 510,631 | 776,964 | 450,435 | — | 221,069 | 1,959,099 | | John S. McDill | 2024 | 489,644 | 718,561 | 471,851 | 181,154 | 229,297 | 2,090,507 | | Senior Vice President, Utility Operations | 2023 | 457,725 | 640,863 | 366,171 | 76,763 | 217,959 | 1,759,481 | | | 2022 | 437,096 | 567,433 | 355,910 | — | 178,935 | 1,539,374 | | Karen E. Hartsfield | 2024 | 501,485 | 718,561 | 483,261 | 58,675 | 250,761 | 2,012,743 | | Senior Vice President, General Counsel, and Corporate Secretary | 2023 | 473,880 | 640,863 | 379,095 | 46,518 | 243,263 | 1,783,619 | | | 2022 | 452,523 | 567,433 | 368,471 | 35,537 | 205,901 | 1,629,865 | | J. Matt Robbins | 2024 | 377,122 | 718,561 | 363,417 | 53,014 | 201,894 | 1,714,008 | | Senior Vice President, Human Resources | 2023 | 357,642 | 640,863 | 286,106 | 43,447 | 189,930 | 1,517,988 | | | 2022 | 341,523 | 567,433 | 278,089 | 34,786 | 163,076 | 1,384,907 |

  68. Summary Compensation Table for Fiscal Year 2024(a)

    (a)No bonus amounts, as defined by applicable SEC rules and regulations, were paid and no stock options were awarded to any named executive officers in fiscal years 2024, 2023 or 2022. (b)In accordance with applicable SEC rules, the valuation of stock awards in this table is based upon the grant date fair value of time-lapse RSUs granted during fiscal 2022-2024, along with performance-based RSUs granted during fiscal 2022-2024. The stock awards are valued at the grant date fair value calculated in accordance with FASB ASC Topic 718 excluding any estimate of forfeitures related to service vesting conditions. The fair value of the performance-based RSUs on the grant date are shown in the following table at their maximum value, assuming the highest level of performance conditions (200% of the target) will be achieved during the performance period.

  69. Summary Compensation Table for Fiscal Year 2024(a)

    | 2025 Proxy Statement | 51 |

  70. Summary Compensation Table for Fiscal Year 2024(a)

    | Name | Year | Stock Awards ($) | | J. Kevin Akers | 2024 | 7,980,279 | | | 2023 | 5,754,107 | | | 2022 | 3,785,149 | | Christopher T. Forsythe | 2024 | 1,756,548 | | | 2023 | 1,355,715 | | | 2022 | 1,165,445 | | John S. McDill | 2024 | 1,257,331 | | | 2023 | 961,294 | | | 2022 | 851,149 | | Karen E. Hartsfield | 2024 | 1,257,331 | | | 2023 | 961,294 | | | 2022 | 851,149 | | J. Matt Robbins | 2024 | 1,257,331 | | | 2023 | 961,294 | | | 2022 | 851,149 |

  71. Summary Compensation Table for Fiscal Year 2024(a)

    (c)The amounts shown for fiscal 2024 reflect the cash payments attributable to performance achieved at the level of 161% of target EPS in fiscal 2024 under our Incentive Plan. For a discussion of the performance criteria established by our HR Committee for awards in fiscal 2024 under our Incentive Plan, see “2024 Elements of Compensation,” beginning on page 43. Awards under the Incentive Plan are generally paid in cash and are based on the participant’s eligible earnings received during the fiscal year. However, participants may elect prior to the beginning of each fiscal year to convert all or a portion of their awards to time-lapse RSUs, with a premium equal to 20% of the amount converted, with such units being awarded under our LTIP. Each named executive officer elected to receive 100% cash for his or her fiscal 2024 Incentive Plan award. (d)The amounts shown reflect the aggregate current year increase in pension values for each named executive officer based on the change in the present value of the benefit as presented in the “Retirement Plans Tables,” beginning on page 57. The present value is based on the earliest age for which an unreduced benefit is available and assumptions from the September 30, 2022, September 30, 2023, and September 30, 2024, measurement dates. Above-market interest earned on the Account Balance SERP for each of the following participants was $0 for fiscal 2024: Mr. Forsythe, Mr. McDill, Ms. Hartsfield, and Mr. Robbins. (e)The components of “All Other Compensation” are reflected in the table below.

  72. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table shows the grants of equity and incentive plan-based awards to the named executive officers during fiscal 2024:

  73. Grants of Plan-Based Awards for Fiscal Year 2024(a)

    Grants of Plan-Based Awards for Fiscal Year 2024(a)

  74. Grants of Plan-Based Awards for Fiscal Year 2024(a)

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(b) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(c) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(d) | Grant Date Fair Value of Stock Awards ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | J. Kevin Akers | | | | | | | | | | | Incentive Plan | 10/01/23 | 605,000 | 1,210,000 | 2,420,000 | — | — | — | — | — | | Time-Lapse RSUs | 05/07/24 | — | — | — | — | — | — | 9,510 | 1,139,869 | | Performance-Based RSUs | 05/07/24 | — | — | — | 14,268 | 28,535 | 57,070 | — | 3,420,205 | | Christopher T. Forsythe | | | | | | | | | | | Incentive Plan | 10/01/23 | 201,250 | 402,500 | 805,000 | — | — | — | — | — | | Time-Lapse RSUs | 05/07/24 | — | — | — | — | — | — | 2,095 | 251,107 | | Performance-Based RSUs | 05/07/24 | — | — | — | 3,140 | 6,280 | 12,560 | — | 752,721 | | John S. McDill | | | | | | | | | | | Incentive Plan | 10/01/23 | 150,000 | 300,000 | 600,000 | — | — | — | — | — | | Time-Lapse RSUs | 05/07/24 | — | — | — | — | — | — | 1,500 | 179,790 | | Performance-Based RSUs | 05/07/24 | — | — | — | 2,248 | 4,495 | 8,990 | — | 538,771 | | Karen E. Hartsfield | | | | | | | | | | | Incentive Plan | 10/01/23 | 153,000 | 306,000 | 612,000 | — | — | — | — | — | | Time-Lapse RSUs | 05/07/24 | — | — | — | — | — | — | 1,500 | 179,790 | | Performance-Based RSUs | 05/07/24 | — | — | — | 2,248 | 4,495 | 8,990 | — | 538,771 | | J. Matt Robbins | | | | | | | | | | | Incentive Plan | 10/01/23 | 114,900 | 229,800 | 459,600 | — | — | — | — | — | | Time-Lapse RSUs | 05/07/24 | — | — | — | — | — | — | 1,500 | 179,790 | | Performance-Based RSUs | 05/07/24 | — | — | — | 2,248 | 4,495 | 8,990 | — | 538,771 |

  75. Grants of Plan-Based Awards for Fiscal Year 2024(a)

    (a)No stock options were awarded to any named executive officer in fiscal 2024. (b)The amounts reflect the estimated payments which could have been made under our Incentive Plan, based upon the participant’s annual salary and target bonus opportunity. The plan provides that our named executive officers may receive annual cash incentive awards based on the performance and profitability of the Company. The HR Committee establishes annual target awards for each such officer. The actual amounts received by the named executive officers in fiscal 2024 under the plan are set forth under the “Non-Equity Incentive Plan Compensation” column in the “Summary Compensation Table for Fiscal Year 2024,” beginning on page 51. (c)The amounts reflect the performance-based RSUs granted under our LTIP, which vest three years from the beginning of the performance measurement period (October 1, 2023), at which time the holder is entitled to receive a percentage of the performance-based RSUs granted, based on our cumulative EPS performance over the period October 1, 2023 to September 30, 2026, payable in shares of our common stock, plus dividend equivalents payable in stock or cash. The grant date fair market value on May 7, 2024 was $119.86 per share and the grant date fair value of the award is reflected at the target level of performance. (d)The amounts reflect the time-lapse RSUs granted under our LTIP, which vest three years from the date of grant.

  76. Grants of Plan-Based Awards for Fiscal Year 2024(a)

    | 2025 Proxy Statement | 53 |

  77. Outstanding Equity Awards

    Outstanding Equity Awards The following table shows the outstanding equity awards held by the named executive officers at September 30, 2024:

  78. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 Fiscal Year-End

  79. Outstanding Equity Awards at 2024 Fiscal Year-End

    | | Stock Awards | | | | | Name | Number of Shares of Stock or Units of Stock That Have Not Vested (#)(a) | Market Value of Shares of Stock or Units of Stock That Have Not Vested ($)(b) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(c) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(b) | | J. Kevin Akers | — | — | 90,770 | 12,590,707 | | Christopher T. Forsythe | 9,495 | 1,317,051 | 20,500 | 2,843,555 | | John S. McDill | — | — | 14,620 | 2,027,940 | | Karen E. Hartsfield | 6,820 | 946,002 | 14,620 | 2,027,940 | | J. Matt Robbins | 6,820 | 946,002 | 14,620 | 2,027,940 |

  80. Outstanding Equity Awards at 2024 Fiscal Year-End

    (a)Represents time-lapse RSUs, which generally vest three years from the date of grant, as reflected in the next table. Because Mr. Akers and Mr. McDill are retirement eligible, their time-lapse RSUs are vested. (b)Market value is based on the closing price of our common stock of $138.71, as reported on the NYSE Consolidated Tape on September 30, 2024. (c)Represents performance-based RSUs, assuming maximum level of performance. See footnote (c) to the “Grants of Plan-Based Awards for Fiscal Year 2024” table on page 53 for a discussion of the vesting terms of our performance-based RSUs. Based on our performance through September 30, 2024, performance-based RSUs, at the target level of performance, will vest as indicated in the “Performance-Based Restricted Stock Units Vesting Schedule” below.

  81. Stock Vested for Fiscal Year 2024

    Stock Vested for Fiscal Year 2024

  82. Stock Vested for Fiscal Year 2024

    | | Stock Awards(a) | | | Name | Number of Shares Vested (#)(b) | Value Realized on Vesting ($)(c) | | J. Kevin Akers | 44,203 | 5,606,316 | | Christopher T. Forsythe | 10,683 | 1,386,778 | | John S. McDill | 7,688 | 994,508 | | Karen E. Hartsfield | 7,803 | 1,012,899 | | J. Matt Robbins | 7,803 | 1,012,899 |

  83. Stock Vested for Fiscal Year 2024

    (a)The named executive officers elected to have vested shares withheld, in each case, to cover applicable state and federal taxes incurred, upon receipt of their vested shares. The amounts reflected in this table are not reduced for the shares withheld. (b)Includes shares that vested during fiscal 2024 attributable to time-lapse RSUs as well as performance-based RSUs at the actual level of performance for the fiscal 2022-2024 performance period. For Mr. Akers and Mr. McDill, also includes time-lapse RSUs granted in fiscal 2024 that vested due to their retirement eligibility. (c)The value realized on vesting represents the fair market value of the shares received on the following dates: $119.09 on May 3, 2024, $115.96 on June 1, 2024, and $137.32 on November 5, 2024.

  84. Stock Vested for Fiscal Year 2024

    | 2025 Proxy Statement | 55 |

  85. Pension Benefits Table for Fiscal Year 2024

    Pension Benefits Table for Fiscal Year 2024

  86. Pension Benefits Table for Fiscal Year 2024

    | Retirement age: | (a) 65, or current age if later, for the PAP (b) 62, or current age if later, for the SERP | | Discount Rates: | | | Pension Account Plan | 5.02% | | Supplemental Executive Retirement Plan | 4.92% | | Postretirement mortality: | | | Annuities: | Pri-2012 White Collar Annuitant Table Projected Generationally from 2012 using Scale MP-2021 | | Lump Sums: | Use of the applicable mortality table, as defined in IRC Section 417(e)(3) |

  87. Pension Benefits Table for Fiscal Year 2024

    | Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | J. Kevin Akers(a) | Pension Account Plan | 33.08 | 906,119 | — | | | Supplemental Executive Retirement Plan | 21.83 | 24,145,984 | — | | Christopher T. Forsythe(b) | Pension Account Plan | 21.27 | 440,447 | — | | John S. McDill(b) | Pension Account Plan | 37.45 | 708,037 | — |

  88. Pension Benefits Table for Fiscal Year 2024

    (a)Mr. Akers is eligible for early retirement with an immediate PAP benefit and a reduced benefit under the SERP. (b)Mr. Forsythe and Mr. McDill were eligible for early commencement of an immediate PAP benefit as of September 30, 2024.

  89. Non-Qualified Deferred Compensation Table for Fiscal Year 2024

    Non-Qualified Deferred Compensation Table for Fiscal Year 2024

  90. Non-Qualified Deferred Compensation Table for Fiscal Year 2024

    | Name | Plan Name | Executive Contributions in Last Fiscal Year | Company Contributions in Last Fiscal Year(a) | Aggregate Earnings in Last Fiscal Year(b) | Aggregate Withdrawals/ Distributions | Aggregate Balance at Last Fiscal Year End | | Christopher T. Forsythe(c) | Account Balance Supplemental Executive Retirement Plan | — | 266,151 | 93,409 | — | 2,255,026 | | John S. McDill(c) | Account Balance Supplemental Executive Retirement Plan | — | 213,954 | 43,454 | — | 1,113,046 | | Karen E. Hartsfield(c) | Account Balance Supplemental Executive Retirement Plan | — | 220,145 | 58,675 | — | 1,456,474 | | J. Matt Robbins(c) | Account Balance Supplemental Executive Retirement Plan | — | 165,808 | 53,014 | — | 1,293,780 |

  91. Non-Qualified Deferred Compensation Table for Fiscal Year 2024

    (a)Amounts reported in this column represent employer contributions under the Account Balance SERP. These amounts are also reported in the Summary Compensation Table under All Other Compensation. (b)The amounts attributable to above-market interest on non-qualified deferred compensation in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column in the Summary Compensation Table and identified in footnote (d) to that table are also included in this column. (c)Upon attainment of age 55, Mr. Forsythe, Ms. Hartsfield, and Mr. Robbins will be eligible for an immediate distribution of their Account Balance SERP account balance. Mr. McDill is eligible for an immediate distribution of his Account Balance SERP account balance.

  92. Non-Qualified Deferred Compensation Table for Fiscal Year 2024

    | 2025 Proxy Statement | 57 |

  93. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Payments Made Upon Any Termination. Regardless of the way a named executive officer’s employment is terminated, he or she is entitled to receive the following amounts earned during his or her term of employment, subject to the additional restrictions discussed below under “Payments Made Upon Termination for Cause.” Such amounts include: •amount of accrued but unpaid base salary; •amounts contributed under, or otherwise vested in our RSP; and •amounts accrued and vested through our PAP and SERP or Account Balance SERP. Payments Made Upon Retirement. In the event of the retirement of a named executive officer (only Mr. Akers and Mr. McDill are eligible for retirement treatment described below), in addition to the items identified above, such named executive officer will be entitled to receive: •a pro rata portion, at the end of the three-year performance period, of each outstanding grant of performance-based RSUs under our LTIP, at a value equal to the actual level of performance achieved during the period; and •upon the termination of the restricted period, shares of stock equal to the number of time-lapse RSUs granted under our LTIP or issued as a result of an election to convert all or a portion of an Incentive Plan payment. Although settlement is delayed, if they have attained the age of 55 and completed 3 consecutive years of service with the Company, our Named Executive Officers vest in their time-lapse RSUs on the later of June 1 of the year in which the grant is made or the date of the grant.

  94. Potential Payments Upon Termination or Change in Control

    | 58 | Atmos Energy |

  95. Potential Payments Upon Termination or Change in Control

    Payments Made Upon Death or Disability. In the event of the death or disability of a named executive officer, in addition to the benefits listed above under “Payments Made Upon Any Termination,” the named executive officer or designated beneficiary will be entitled to receive: •a pro rata portion, based on the number of months completed of such performance period, at the time of such termination, of each outstanding grant of performance-based RSUs under our LTIP, at a value equal to the target level of performance for the period; •shares of our common stock equal to the number of cumulative time-lapse RSUs granted under our LTIP or issued as a result of an election to convert all or a portion of an Incentive Plan payment; and •payments under the Company’s life insurance plan or benefits under the Company’s disability plan, as appropriate. Payments Made Upon Voluntary Termination or Termination Without Cause. In the event of a voluntary termination or termination without cause for Mr. Forsythe, Ms. Hartsfield, or Mr. Robbins (except for a termination without cause due to a general reduction in force or the specific elimination of a named executive officer’s position, in which case the benefits would be substantially equivalent to those described under “Payments Made Upon Death or Disability”), no equity or retirement benefits would be payable to these named executive officers since they are not yet eligible for retirement. Payments Made Upon Termination for Cause. The benefits for a termination for cause are substantially equivalent to the benefits described above under “Payments Made Upon Any Termination,” except that for all the named executive officers, no benefit under the SERP or Account Balance SERP would be payable. In addition, all outstanding grants of time-lapse RSUs and performance-based RSUs, as well as any unvested FACC under the RSP, would be forfeited by all named executive officers. Payments Made Upon a Change in Control. As discussed above in “Change in Control Severance Agreements,” beginning on page 58, we have entered into severance agreements with each of the named executive officers to provide certain severance benefits for them in the event of a termination without “cause” or “constructive termination” of their employment within three years following a “change in control” of the Company, as such terms are defined in the agreements. As is also discussed above, under the “best net” approach, the Company is not liable for the tax gross-up payments on behalf of those individuals whose severance payments would trigger excise tax penalties. In the tables below under the heading “Termination Upon/Following Change in Control,” we assume the named executive officers would receive the full amount of the severance benefits and pay any related excise tax penalties. The severance agreement for each such named executive officer provides that the Company will pay such named executive officer a lump sum severance payment as described in “Change in Control Severance Agreements,” beginning on page 58. Potential Post-Employment Payment Tables. The following tables reflect estimates of the total amount of compensation due each named executive officer in the event of such executive’s termination of employment by reason of death, disability, retirement, termination for cause, or termination of employment upon or following a change in control. There are no separate columns presented below showing amounts payable in the event of either a voluntary termination or a termination without cause since such amounts would be substantially equivalent to the amounts shown under Termination Upon Retirement. The amounts shown below assume that such termination was effective as of September 30, 2024, and are estimates of the amounts which would be paid out to the executives upon such termination. The amounts shown below with respect to accelerated equity assume a value based on the closing price of our common stock of $138.71, as reported on the NYSE Consolidated Tape on September 30, 2024. The actual amounts to be paid out can only be determined at the time of such executive’s separation from the Company.

  96. Potential Payments Upon Termination or Change in Control

    | | Termination Upon Death ($) | Termination Upon Disability ($) | Termination Upon Retirement ($) | Termination For Cause ($) | Termination Upon/ Following Change in Control ($) | | J. Kevin Akers | | | | | | | Cash Severance | — | — | — | — | 7,544,750 | | Equity | | | | | | | Time-Lapse Restricted Stock Units | 5,201,625 | 5,201,625 | 5,201,625 | 5,201,625 | 5,201,625 | | Performance-Based Restricted Stock Units | 8,599,951 | 8,599,951 | 8,599,951 | — | 8,599,951 | | Total | 13,801,576 | 13,801,576 | 13,801,576 | 5,201,625 | 13,801,576 | | Retirement Benefits | | | | | | | Pension Account Plan | 881,501 | 1,096,436 | 881,501 | 881,501 | 997,433 | | Supplemental Executive Retirement Plan | 28,022,621 | 22,756,262 | 23,406,212 | — | 23,649,459 | | Retirement Savings Plan | 2,820,004 | 2,820,004 | 2,820,004 | 2,820,004 | 2,857,663 | | Total | 31,724,126 | 26,672,702 | 27,107,717 | 3,701,505 | 27,504,555 | | Other Benefits | | | | | | | Health & Welfare | — | — | — | — | 58,264 | | Total | 45,525,702 | 40,474,278 | 40,909,293 | 8,903,130 | 48,909,145 |

  97. Potential Payments Upon Termination or Change in Control

    | 2025 Proxy Statement | 59 |

  98. Potential Payments Upon Termination or Change in Control

    | | Termination Upon Death ($) | Termination Upon Disability ($) | Termination Upon Retirement ($) | Termination For Cause ($) | Termination Upon/ Following Change in Control ($) | | Christopher T. Forsythe | | | | | | | Cash Severance | — | — | — | — | 3,027,028 | | Equity | | | | | | | Time-Lapse Restricted Stock Units | 1,317,051 | 1,317,051 | — | — | 1,317,051 | | Performance-Based Restricted Stock Units | 1,951,681 | 1,951,681 | — | — | 1,951,681 | | Total | 3,268,732 | 3,268,732 | — | — | 3,268,732 | | Retirement Benefits | | | | | | | Pension Account Plan | 439,867 | 773,732 | 439,867 | 439,867 | 522,334 | | Account Balance SERP | 2,255,026 | 2,255,026 | — | — | 2,255,026 | | Retirement Savings Plan | 1,788,134 | 1,788,134 | 1,788,134 | 1,788,134 | 1,825,793 | | Total | 4,483,027 | 4,816,892 | 2,228,001 | 2,228,001 | 4,603,153 | | Other Benefits | | | | | | | Health & Welfare | — | — | — | — | 35,479 | | Total | 7,751,759 | 8,085,624 | 2,228,001 | 2,228,001 | 10,934,392 |

  99. Potential Payments Upon Termination or Change in Control

    | | Termination Upon Death ($) | Termination Upon Disability ($) | Termination Upon Retirement ($) | Termination For Cause ($) | Termination Upon/ Following Change in Control ($) | | John S. McDill | | | | | | | Cash Severance | — | — | — | — | 2,429,628 | | Equity | | | | | | | Time-Lapse Restricted Stock Units | 946,002 | 946,002 | 946,002 | 946,002 | 946,002 | | Performance-Based Restricted Stock Units | 1,390,949 | 1,390,949 | 1,390,949 | — | 1,390,949 | | Total | 2,336,951 | 2,336,951 | 2,336,951 | 946,002 | 2,336,951 | | Retirement Benefits | | | | | | | Pension Account Plan | 692,060 | 935,982 | 692,060 | 692,060 | 814,540 | | Account Balance SERP | 1,113,016 | 1,113,016 | 1,113,016 | — | 1,113,016 | | Retirement Savings Plan | 1,135,686 | 1,135,686 | 1,135,686 | 1,135,686 | 1,173,345 | | Total | 2,940,762 | 3,184,684 | 2,940,762 | 1,827,746 | 3,100,901 | | Other Benefits | | | | | | | Health & Welfare | — | — | — | — | 42,474 | | Total | 5,277,713 | 5,521,635 | 5,277,713 | 2,773,748 | 7,909,954 |

  100. Potential Payments Upon Termination or Change in Control

    | 60 | Atmos Energy |

  101. Potential Payments Upon Termination or Change in Control

    | | Termination Upon Death ($) | Termination Upon Disability ($) | Termination Upon Retirement ($) | Termination For Cause ($) | Termination Upon/ Following Change in Control ($) | | Karen E. Hartsfield | | | | | | | Cash Severance | — | — | — | — | 2,483,153 | | Equity | | | | | | | Time-Lapse Restricted Stock Units | 946,002 | 946,002 | — | — | 946,002 | | Performance-Based Restricted Stock Units | 1,390,949 | 1,390,949 | — | — | 1,390,949 | | Total | 2,336,951 | 2,336,951 | — | — | 2,336,951 | | Retirement Benefits | | | | | | | Pension Account Plan | — | — | — | — | — | | Account Balance SERP | 1,456,474 | 1,456,474 | — | — | 1,456,474 | | Retirement Savings Plan | 618,008 | 618,008 | 618,008 | 618,008 | 693,326 | | Total | 2,074,482 | 2,074,482 | 618,008 | 618,008 | 2,149,800 | | Other Benefits | | | | | | | Health & Welfare | — | — | — | — | 48,063 | | Total | 4,411,433 | 4,411,433 | 618,008 | 618,008 | 7,017,967 |

  102. Potential Payments Upon Termination or Change in Control

    | | Termination Upon Death ($) | Termination Upon Disability ($) | Termination Upon Retirement ($) | Termination For Cause ($) | Termination Upon/ Following Change in Control ($) | | J. Matt Robbins | | | | | | | Cash Severance | — | — | — | — | 1,866,043 | | Equity | | | | | | | Time-Lapse Restricted Stock Units | 946,002 | 946,002 | — | — | 946,002 | | Performance-Based Restricted Stock Units | 1,390,949 | 1,390,949 | — | — | 1,390,949 | | Total | 2,336,951 | 2,336,951 | — | — | 2,336,951 | | Retirement Benefits | | | | | | | Pension Account Plan | — | — | — | — | — | | Account Balance SERP | 1,293,780 | 1,293,780 | — | — | 1,293,780 | | Retirement Savings Plan | 756,903 | 756,903 | 756,903 | 756,903 | 832,221 | | Total | 2,050,683 | 2,050,683 | 756,903 | 756,903 | 2,126,001 | | Other Benefits | | | | | | | Health & Welfare | — | — | — | — | 58,264 | | Total | 4,387,634 | 4,387,634 | 756,903 | 756,903 | 6,387,259 |

  103. Potential Payments Upon Termination or Change in Control

    In the tables above, we have shown the severance compensation and employee benefits to be provided in the aggregate to each named executive officer in the event of each of the termination scenarios. In each scenario, there are differences in how equity, retirement, and health and welfare benefits are determined. The discussion below provides more specific information on the retirement benefits under each of the various scenarios as well as the health and welfare benefits payable only in the event of a termination of a named executive officer following a change in control. Termination Upon Death. The SERP benefit is the sum of the following: •two times final average earnings (base salary plus annual payment under the Incentive Plan) less the amount paid through the Company’s group life insurance plan; •a life annuity benefit of 50% of final average earnings (base salary plus annual payment under the Incentive Plan) payable to the surviving spouse; and •a temporary life annuity benefit of 25% of final average earnings (base salary plus annual payment under the Incentive Plan) payable to dependent children until children reach the age of 18 years. In addition, the following benefits are payable at a termination upon death: •the Account Balance SERP plan benefit is equal to the account balance at the time of death; •the PAP plan benefit is equal to the account balance at the time of death; and •the RSP plan benefit is equal to the account balance at the time of death.

  104. Potential Payments Upon Termination or Change in Control

    | 2025 Proxy Statement | 61 |

  105. Potential Payments Upon Termination or Change in Control

    Termination Upon Disability. The SERP benefit is the sum of the following: •a monthly benefit based on 60% of compensation (base salary plus annual payment under the Incentive Plan) less the amount paid from the Company’s group disability plan, with the net benefit payable as a temporary benefit until the age of 65 years; and •regular retirement benefit, as described below in “Termination Upon Retirement,” payable at the age of 65 years. In addition, the following benefits are payable at a termination upon disability: •the Account Balance SERP plan benefit is equal to the account balance at the time of disability; •the PAP plan benefit is equal to the value of the projected age 65 monthly benefit assuming level future earnings from date of disability; and •the RSP plan benefit equal to the account balance at the time of disability. Termination Upon Retirement. At September 30, 2024, only Mr. Akers and Mr. McDill were eligible for retirement. The SERP benefit at retirement is the lump sum benefit based on a target benefit of 60% of final average earnings (base salary plus annual payment under the Incentive Plan) less an offset for the benefits to be paid from the tax-qualified PAP which would be reduced if retirement were to occur prior to age 62 or if the service period at the Company were less than ten years. In addition, the following benefits are payable at retirement: •the Account Balance SERP plan benefit is equal to the account balance at the time of retirement; •the PAP plan benefit is equal to the account balance at the time of retirement; and •the RSP plan benefit is equal to the account balance at the time of retirement. Termination Upon Change in Control. The SERP benefit upon termination following a change in control is equal to the same retirement benefits described above with respect to “Termination Upon Retirement,” with the following additional provisions: •there is no reduction applied to the earned benefit in the event that the named executive officer has less than 10 years of service; •there is no reduction applied to the earned benefit for early commencement prior to age 62; and •the named executive officer is immediately vested in the accrued benefit. In addition, the following benefits are payable upon termination following a change in control: •the Account Balance SERP plan benefit is equal to the account balance at the time of termination pursuant to a change in control; •the PAP benefit includes the accrued benefit at the time of termination plus an additional three years of earned compensation credits; and •the RSP benefit includes the accrued benefit at the time of termination plus an additional three years of Company matching contributions and three years of service credits for the FACC, if applicable. Health and Welfare Benefits. The Company provides supplemental benefits in the form of health and welfare benefits only in the event of the termination of a named executive officer following a change in control. The supplemental health and welfare benefits reported in the “Potential Post-Employment Payment Tables” above, beginning on page 59, represent the following benefits: (i) all medical, dental, vision and any other health benefits which qualify for continuation coverage under COBRA for a period of 18 months from the date of termination; (ii) payment of a lump sum equal to the present value of the cost to the Company of providing those benefits for an additional 18-month period; and (iii) payment of a lump sum equal to the present value of the cost to the Company of providing accident and life insurance benefits as well as disability benefits for a period of 36 months from their date of termination, equal to such benefits in effect for the officer at the time of the change in control.

  106. Potential Payments Upon Termination or Change in Control

    | 62 | Atmos Energy |

  107. CEO Pay Ratio

    CEO Pay Ratio Our chief executive officer (“CEO”) to median employee pay ratio is calculated in accordance with SEC rules and requirements. The annual total compensation of our President and Chief Executive Officer, as reported in the Summary Compensation Table for fiscal 2024 was $13,738,568. The annual total compensation of our median employee (the “Median Employee”), following the same methodology used in computing the annual total compensation of our CEO, was $90,476. The ratio of the annual total compensation of our President and Chief Executive Officer to the annual total compensation of our Median Employee was 152 to 1.

  108. CEO Pay Ratio

    | CEO Pay Ratio | | | Median employee total compensation | $90,476 | | CEO total compensation | $13,738,568 | | Ratio of CEO to Median employee compensation | 152:1 |

  109. CEO Pay Ratio

    In determining the annual total compensation of our Median Employee, we used the following methodology: •We selected July 1, 2024 as the determination date used to reflect our Company’s employee population during fiscal 2024, which date is within three months of the end of fiscal 2024 on September 30, 2024. •To identify the Median Employee as of July 1, 2024, we utilized the total compensation (base salary, overtime/shift pay and all incentive compensation earned) of all our employees, excluding our CEO, as of that date for the 12-month period from July 2023 through June 2024, as a consistently applied compensation measure, with the following refinements: •We annualized the compensation of any individuals who were employed for less than the full 12-month period. •We did not include the value of any equity awards in determining the Median Employee. SEC rules for identifying the median employee and calculating the pay ratio allow companies to adopt a variety of methodologies and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by the Company may not be comparable to the pay ratio reported by other companies.

  110. CEO Pay Ratio

    | 2025 Proxy Statement | 63 |

  111. Pay versus Performance

    Pay versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between "compensation actually paid" to our CEO and to our other NEOs and certain financial performance of the Company. Compensation actually paid, as determined under SEC requirements, does not reflect the actual amount of compensation earned by or paid to our executive officers during a covered year. For further information concerning the Company’s Total Rewards strategy and how the Company aligns executive compensation with the Company’s performance, refer to the “Compensation Discussion and Analysis,” beginning on page 38.

  112. Pay versus Performance Table

    Pay versus Performance Table

  113. Pay versus Performance Table

    | Year(1) | Summary Compensation Table Total for CEO | Compensation Actually Paid to CEO(2) | Average Summary Compensation Table Total for Other NEOs | Average Compensation Actually Paid to Other NEOs(3) | Value of Initial Fixed $100 Investment Based on Company TSR(4) | Value of Initial Fixed $100 Investment Based on Peer Group TSR(5) | Net Income (in millions)(6) | Company Selected Measure: Diluted EPS(7) | | 2024 | $13,738,568 | $11,033,995 | $2,127,076 | $2,988,788 | $134.60 | $125.79 | $1,042.9 | $6.83 | | 2023 | $8,104,362 | $6,531,772 | $1,839,824 | $1,857,435 | $106.66 | $94.62 | $885.9 | $6.10 | | 2022 | $4,839,562 | $6,608,571 | $1,628,311 | $2,119,485 | $118.45 | $105.58 | $774.4 | $5.60 | | 2021 | $6,467,314 | $4,568,698 | $1,666,440 | $1,614,393 | $91.54 | $95.82 | $665.6 | $5.12 |

  114. Pay versus Performance Table

    (1)The CEO and other NEOs for the indicated years were as follows: •For 2024, 2023 and 2022, our CEO was J. Kevin Akers and our other NEOs were Christopher T. Forsythe, John S. McDill, Karen E. Hartsfield, and J. Matt Robbins. •For 2021, our CEO was J. Kevin Akers and our other NEOs were Christopher T. Forsythe, Karen E. Hartsfield, David J. Park, and J. Matt Robbins. (2)Amounts reported in this column are based on total compensation reported for our CEOs in the Summary Compensation Table (“SCT”) for the indicated fiscal years and adjusted as shown in the table below.

  115. Pay versus Performance Table

    | | 2024 | | Total Compensation for CEO as reported in the SCT for the covered year | $13,738,568 | | Deduct change in pension values reported in the SCT for the covered year | ($6,159,674) | | Deduct grant date fair value of equity awards reported in the SCT for the covered year | ($4,560,074) | | Add pension value attributable to current year’s service and any change in pension value attributable to plan amendments made in the covered year | ($978,452) | | Add fair values as of the end of the covered year of all equity awards granted during the covered year that are outstanding and unvested as of the end of such covered year | $4,800,248 | | Add fair value as of the vesting date of any awards granted in the covered year that vested during the covered year | $1,102,780 | | Add dividends paid on outstanding time-lapse RSUs | $128,446 | | Add the change in fair value (whether positive or negative) from prior year end to the end of the covered year of any equity awards granted in any prior year that are outstanding and unvested as of the end of such covered year | $1,775,852 | | Add the change in fair value (whether positive or negative) from prior year end to the vesting date of any equity awards granted in any prior year for which all applicable vesting conditions were satisfied during the covered year | $1,186,301 | | Deduct the fair value of any equity awards granted in a prior year that were forfeited in the covered year determined as of the end of the prior year | $0 | | Compensation Actually Paid to CEO | $11,033,995 |

  116. Pay versus Performance Table

    Fair value of equity awards was computed consistent with the Company’s methodology used for financial reporting purposes.

  117. Pay versus Performance Table

    | 64 | Atmos Energy |

  118. Pay versus Performance Table

    (3)Amounts reported in this column are based on the average of the total compensation reported for our other NEOs in the Summary Compensation Table for the indicated fiscal years and adjusted as shown in the table below.

  119. Pay versus Performance Table

    | | 2024 | | Average Total Compensation for the Other NEOs as reported in the SCT for the covered year | $2,127,076 | | Deduct average change in pension values reported in the SCT for the covered year | ($124,306) | | Deduct average grant date fair value of equity awards reported in the SCT for the covered year | ($789,878) | | Add average pension value attributable to current year’s service and any change in pension value attributable to plan amendments made in the covered year | $10,676 | | Add average fair values as of the end of the covered year of all equity awards granted during the covered year that are outstanding and unvested as of the end of such covered year | $1,007,915 | | Add average fair value as of the vesting date of any awards granted in the covered year that vested during the covered year | $43,485 | | Add average dividends paid on outstanding time-lapse RSUs | $26,462 | | Add average change in fair value (whether positive or negative) from prior year end to the end of the covered year of any equity awards granted in any prior year that are outstanding and unvested as of the end of such covered year | $370,358 | | Add average change in fair value (whether positive or negative) from prior year end to the vesting date of any equity awards granted in any prior year for which all applicable vesting conditions were satisfied during the covered year | $317,000 | | Deduct average fair value of any equity awards granted in a prior year that were forfeited in the covered year determined as of the end of the prior year | $0 | | Average Compensation Actually Paid to the Other NEOs | $2,988,788 |

  120. Pay versus Performance Table

    Fair value of equity awards was computed in accordance with the Company’s methodology used for financial reporting purposes. (4)Cumulative total shareholder return is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the share price at the end and the beginning of the measurement period by the share price at the beginning of the measurement period. For purposes of these amounts, the beginning of the measurement period is the last trading day before the 2021 fiscal year. (5)Represents the weighted peer group TSR. The peer group used for this purpose is the Company’s proxy peer group as described in “Competitive Executive Compensation Benchmarking” above, and the companies that comprised such peer group for the 2021-2024 fiscal years were as follows: •Alliant Energy Corporation •Ameren Corporation •Black Hills Corporation •CenterPoint Energy, Inc. •CMS Energy Corporation •Evergy, Inc. •National Fuel Gas Company •NiSource Inc. •OGE Energy Corp. •ONE Gas, Inc. •Southwest Gas Holdings, Inc. •Spire Inc. •WEC Energy Group, Inc. •Xcel Energy Inc. (6)Represents the amount of net income reflected in the Company’s audited financial statements for the applicable year. (7)In accordance with SEC rules, the Company is required to include in the Pay versus Performance table the “most important” financial performance measure (as determined by the Company) used to link compensation actually paid to our NEOs to Company performance for the most recently completed fiscal year. The Company determined EPS, which is a metric included in our incentive program, meets this requirement and therefore, we have included this performance measure in the Pay versus Performance table. EPS is as reflected in the Company’s audited financial statements for the applicable year.

  121. Pay versus Performance Table

    | 2025 Proxy Statement | 65 |

  122. Description of the Relationship between Compensation Actually Paid to our Named Executive Officers and Company Performance

    Description of the Relationship between Compensation Actually Paid to our Named Executive Officers and Company Performance The graphs below describe the relationship between compensation actually paid to our CEO and other NEOs (as calculated above) and our financial and stock performance for the indicated years. The following graph compares the compensation actually paid to our CEO and the average of the compensation actually paid to our other NEOs with our EPS.

  123. Compensation Actually Paid (CAP) versus EPS

    Compensation Actually Paid (CAP) versus EPS

  124. Compensation Actually Paid (CAP) versus EPS

    | ¢ | CAP to CEO | ¢ | CAP to Other NEOs | | Diluted EPS |

  125. Compensation Actually Paid (CAP) versus EPS

    The following graph compares the compensation actually paid to our CEO, the average of the compensation actually paid to our other NEOs and the Company’s TSR performance. The graph also compares the Company’s TSR performance with the benchmarking peer group’s TSR performance. The Company’s and the benchmarking peer group’s TSR amounts assume that $100 was invested beginning on September 30, 2021, and assumes reinvestment of all dividends.

  126. Compensation Actually Paid (CAP) versus Company TSR versus Peer Group TSR

    Compensation Actually Paid (CAP) versus Company TSR versus Peer Group TSR

  127. Compensation Actually Paid (CAP) versus Company TSR versus Peer Group TSR

    | ¢ | CAP to CEO | ¢ | CAP to Other NEOs | | TSR | | Peer Group TSR |

  128. Compensation Actually Paid (CAP) versus Company TSR versus Peer Group TSR

    | 66 | Atmos Energy |

  129. Compensation Actually Paid (CAP) versus Company TSR versus Peer Group TSR

    The following graph compares the compensation actually paid to our CEO and the average of the compensation actually paid to our other NEOs with our net income.

  130. Compensation Actually Paid (CAP) versus Net Income

    Compensation Actually Paid (CAP) versus Net Income

  131. Compensation Actually Paid (CAP) versus Net Income

    | ¢ | CAP to CEO | ¢ | CAP to Other NEOs | | Net Income (in millions) |