DEF 14A of National Fuel Gas Co, Jan 19, 2024

DEF 14A of National Fuel Gas Co

Filed Jan 19, 2024 · FY20230001193125-24-011079

Open on EDGAR

  1. Proposal 1 — Election of Directors

    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:

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

    Nominees for Election as Directors at the 2024 Annual Meeting of Stockholders At the Annual Meeting, 11 individuals will be elected to serve as directors for one-year terms expiring in 2025. The nominees for the 11 directorships are: David H. Anderson, David P. Bauer, Barbara M. Baumann, David C. Carroll, Steven C. Finch, Joseph N. Jaggers, Rebecca Ranich, Jeffrey W. Shaw, Thomas E. Skains, David F. Smith and Ronald J. Tanski. The nomination process is discussed under “Process for Nominating Directors” below. The Company’s Restated Certificate of Incorporation (the “Certificate”) was amended after the 2021 Annual Meeting of Stockholders to provide for the gradual declassification of the Board of Directors. Under the Certificate as amended, at the upcoming Annual Meeting the Company will complete the process of transitioning to the annual election of all directors. Directors hold office until the next annual meeting following their election and until their respective successors are elected and qualify, subject to prior death, resignation, retirement, disqualification or removal from office. It is intended that the Proxies will vote for the election of each of the Company’s nominees, unless the Proxies are otherwise directed by the stockholders. Although the Board has no reason to believe that any of the nominees will be unavailable for election or service, stockholders’ proxies confer discretionary authority upon the Proxies to vote for the election of another nominee for director in the event any nominee is unable to serve, or for good cause will not serve. Each of the nominees has consented to being named in this proxy statement and to serve if elected. The affirmative vote of a plurality of the votes cast by the holders of shares of Common Stock entitled to vote is required to elect each of the nominees for director.

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

    | National Fuel Gas Company | 2024 PROXY STATEMENT | 15 |

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

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

  5. David H. Anderson

    David H. Anderson

  6. David H. Anderson

    | AGE:* 62 DIRECTOR SINCE: 2019 BOARD COMMITTEES: • Audit • Compensation • Financing PUBLIC COMPANY DIRECTORSHIPS Northwest Natural Holding Company EDUCATION: • Texas Tech University, B.B.A. in Accounting • Certified Public Accountant (retired) • Chartered Global Management Accountant * All ages are as of the Annual Meeting date. | Professional Experience: Mr. Anderson is Chief Executive Officer of Northwest Natural Holding Company (“Northwest Holdings”) and Northwest Natural Gas Company (“Northwest Natural”), a local distribution company that provides natural gas service to approximately 2.5 million people in Oregon and Southwest Washington through over 795,000 connections with one of the most modern pipeline systems in the nation. Northwest Holdings’ subsidiaries also provide water distribution and wastewater services to communities throughout the Pacific Northwest and Texas, serving approximately 155,000 people through 63,000 connections across five states. In addition, NW Natural Renewables, LLC, a subsidiary of Northwest Holdings, is focused on providing cost-effective solutions to decarbonize a variety of sectors, utilizing existing waste streams and renewable energy resources. Mr. Anderson has held a series of positions with increasing responsibility at Northwest Holdings and its subsidiaries since joining the company in 2004, including Chief Operating Officer, Chief Financial Officer, and President. During his time as CFO, Mr. Anderson established and managed the company’s corporate enterprise risk management process. Previously, he was Senior Vice President and Chief Financial Officer at TXU Gas Company and Chief Accounting Officer at TXU Corporation, an energy services company that included electricity generation and the transmission and distribution of electricity and natural gas. Mr. Anderson serves as a director of Northwest Holdings and Northwest Natural. He is also a director of the American Gas Association (AGA), where he is past Chair of the Board, immediate past Chair of the Finance Committee, and a member of the Executive Committee, Audit Committee, and Safety, Resilience/Reliability and Security Task Force. He is a past Co-Chair of the AGA Clean Energy Task Force, and past Chair of the AGA Audit Committee, the AGA Compensation Committee, and the AGA Fiscal and Tax Committee. Mr. Anderson is a board trustee of the American Gas Foundation. Additionally, he serves as a director of the Oregon Business Council, and he has been appointed by former Oregon Governor Kate Brown to serve on Oregon’s Global Warming Commission. He is also a member of the Founders’ Circle of SOLVE, an Oregon non-profit dedicated to environmental stewardship. Qualifications: Mr. Anderson’s extensive financial and operational experience in the electric and natural gas industries and leadership roles on environmental matters provide the Board with important perspectives with respect to the Company’s business operations, sustainability, risk management and financial positioning. The combined professional skills and energy industry insights Mr. Anderson brings to the Board strengthen the Board’s collective knowledge, capabilities, and experience. Mr. Anderson’s experience in highly regulated industries impacted by emerging climate initiatives enables him to provide valuable perspective and management oversight on subjects including public policy, government relations, and regulatory compliance. In addition, the significant roles he has held in accounting and finance qualify Mr. Anderson as an “Audit Committee Financial Expert” under the Securities and Exchange Commission’s rules. |

  7. David H. Anderson

    | 16 | National Fuel Gas Company | 2024 PROXY STATEMENT |

  8. David P. Bauer

    David P. Bauer

  9. David P. Bauer

    | AGE: 54 DIRECTOR SINCE: 2020 BOARD COMMITTEES: • Executive • Financing EDUCATION: Boston College, B.S. in Accounting | Professional Experience: Mr. Bauer has been President and Chief Executive Officer of the Company since 2019. He previously served as President of National Fuel Gas Supply Corporation, the Company’s principal pipeline and storage subsidiary, from 2016 to 2019, and as Treasurer and Principal Financial Officer of the Company from 2010 to 2019. Mr. Bauer joined the Company in 2001, after more than 10 years in public accounting at PricewaterhouseCoopers LLP, and served as Assistant Treasurer or Treasurer of the Company’s various operating subsidiaries from 2004 to 2019. He is a director of the American Gas Association, Invest Buffalo Niagara, Catholic Health System, and YMCA Buffalo Niagara. He also serves as chairman of the audit committee of D’Youville University and as a member of the Canisius University Business Advisory Council and the Diocese of Buffalo Investment Committee. Qualifications: As a member of the Company’s executive team since 2004, Mr. Bauer brings to the Board substantial management experience and in-depth knowledge of the Company’s operations and strategic direction. His oversight of key infrastructure modernization and expansion projects and the continued growth of the Company’s Appalachian development program together with his leadership role in maintaining the Company’s fiscal strength, assists the Board with investment strategy, capital allocation and risk management. In addition, Mr. Bauer’s deep ties to Western New York, the location of the Company’s corporate headquarters, enhances the Board’s understanding of local and regional issues. Mr. Bauer has also been instrumental in furthering the Company’s community outreach initiatives, including the Company’s inaugural Days of Doing volunteer service program in October 2022. |

  10. David P. Bauer

    | National Fuel Gas Company | 2024 PROXY STATEMENT | 17 |

  11. Barbara M. Baumann

    Barbara M. Baumann

  12. Barbara M. Baumann

    | AGE: 68 DIRECTOR SINCE: 2020 BOARD COMMITTEES: • Audit • Financing PUBLIC COMPANY DIRECTORSHIPS / PRIVATE COMPANY TRUSTEESHIPS Devon Energy Corporation Putnam Mutual Funds FORMER PUBLIC COMPANY DIRECTORSHIPS • Buckeye Partners, L.P. • SM Energy Company • CVR Energy, Inc. • UNS Energy Corporation EDUCATION: • Mount Holyoke College, B.A. • Wharton School of the University of Pennsylvania, MBA | Professional Experience: Ms. Baumann is a former BP Amoco executive who currently serves as President and Owner of Cross Creek Energy Corporation, an energy advisory firm with investments in the domestic oil and gas industry. Prior to founding her own firm in 2003, Ms. Baumann was Executive Vice President of Associated Energy Managers, a private equity firm investing in energy companies. Ms. Baumann began her 18-year career with Amoco (later BP Amoco) in 1981. She served in various areas of finance and operations, including Chief Financial Officer of Ecova Corporation, Amoco’s wholly owned environmental remediation business, and Vice President of Amoco’s San Juan Basin business unit. She is Chair of the Board of Directors of Devon Energy Corporation, and Vice Chair of the independent Board of Trustees of Putnam Mutual Funds. In addition, she is a senior advisor for First Reserve Corporation, a private equity firm focused on energy, and formerly served as a director of privately held companies Ascent Resources, Texas American Resources II (TARC II) and IOG Resources. Ms. Baumann also previously served on the boards of Buckeye Partners, L.P., SM Energy Company, CVR Energy, Inc., UNS Energy Corporation, and privately held Hat Creek Energy Corporation. She is a former board member and treasurer of The Denver Foundation, current member of its investment committee, and a member of the finance committee of Children’s Hospital Colorado. She is also a past member and past chair of the Board of Trustees of Mount Holyoke College. Qualifications: Ms. Baumann brings to the Board extensive knowledge of the energy industry, including particular expertise in the oil and gas exploration and production sector. Over the course of her distinguished career, she has gained broad strategic planning, economic evaluation, operational, natural gas marketing, and human resources management skills and experience, which are important to the oversight of financial, operational, and compensation management functions. She also has significant financial, accounting and risk management experience, qualifying her as an “Audit Committee Financial Expert” under the Securities and Exchange Commission’s rules. Ms. Baumann’s service on other public and private company boards enhances her strong corporate governance background, and her position as an independent trustee of a large family of mutual funds provides insight into the perspective of institutional stockholders. |

  13. Barbara M. Baumann

    | 18 | National Fuel Gas Company | 2024 PROXY STATEMENT |

  14. David C. Carroll

    David C. Carroll

  15. David C. Carroll

    | AGE: 67 DIRECTOR SINCE: 2012 BOARD COMMITTEES: • Executive • Nominating/ Corporate Governance FORMER COMPANY DIRECTORSHIPS Versa Power Systems, Inc. (wholly owned subsidiary of FuelCell Energy, Inc.) EDUCATION: • University of Pittsburgh, B.S. in Chemical Engineering • Lehigh University, MBA • Stanford University Graduate School of Business, Stanford Executive Program | Professional Experience: Mr. Carroll is the former President and CEO of GTI Energy (“GTI”), a leading research and training organization focused on developing, scaling and deploying energy transition solutions. He led GTI from 2006 until 2022, spearheading a significant expansion of its business, and previously served as Vice President of Business Development. Prior to joining GTI, he held various technical and management positions with industrial companies Praxair, Inc., Chicago Bridge & Iron, and Air Products and Chemicals, Inc. He currently serves as President of the American Gas Foundation, a 501(c)(3) organization and critical source of information designed to guide energy and environmental public policy development and spur innovation. Mr. Carroll serves as a Strategic Advisor to Inter-Atlantic Energy Capital Ventures, an early-stage technology venture fund focusing on the ESG imperatives and digital transformation of the natural gas industry. He is a member of the Technical Advisory Board of Mountain View Clean Energy, a start-up company whose principal purpose is to advance low carbon hydrogen and ammonia production worldwide. He chaired the steering committee for the 17th International Conference and Exhibition on Liquefied Natural Gas in Houston (2013). In 2015, Mr. Carroll was named President of the International Gas Union, a term that concluded in 2018 as the United States held the 2018 World Gas Conference in Washington, D.C. He is also a former member of the Governing Board of Stanford University’s Natural Gas Initiative. Qualifications: Mr. Carroll is a highly respected leader in the global energy sector, having directed the development of strategies, technologies, and innovations necessary to drive transformation of the global energy system. His multi-faceted knowledge of the natural gas industry brings economic, technological and leadership experience to the Board. Mr. Carroll has expertise on unconventional gas production, transmission and distribution pipeline integrity and end use technologies, as well as insight into market and industry developments and conditions, including developments related to the energy transition toward low-carbon fuels. This unique combination of skills contributes to the Board’s oversight of our integrated natural gas operations, including the deployment of technology to enhance safety, reliability, and emissions reductions, and provides valuable insight into risks and opportunities for the continued growth of the Company’s various business segments, as well as insight into global energy trends and emerging industries. Mr. Carroll is involved in both the domestic and international natural gas business communities, providing the Board with a broad perspective on emerging technical, regulatory and economic issues, including climate initiatives and the positioning of natural gas among future global energy supplies. |

  16. David C. Carroll

    | National Fuel Gas Company | 2024 PROXY STATEMENT | 19 |

  17. Steven C. Finch

    Steven C. Finch

  18. Steven C. Finch

    | AGE: 65 DIRECTOR SINCE: 2018 BOARD COMMITTEES: • Audit • Nominating/ Corporate Governance PUBLIC COMPANY DIRECTORSHIPS • Allient Inc. EDUCATION: Kettering University (formerly General Motors Institute), B.S. in Electrical Engineering | Professional Experience: Mr. Finch is the former President of Manufacturing and Director of Community Engagement at Viridi Parente, Inc., a developer and manufacturer of environmentally conscious energy usage and storage products. Previously he served as Plant Manager of the General Motors (“GM”) Tonawanda Engine Plant, one of Western New York’s largest manufacturers with approximately 1,600 employees. Mr. Finch, a Western New York native, began his 41-year career with GM in 1976 as a General Motors Institute co-op student at the Chevrolet Gear and Axle Plant in Buffalo, N.Y. Over the course of 30 years, he held several assignments with increasing responsibility at various GM facilities outside Buffalo before becoming Tonawanda Engine Plant Manager in 2007. Mr. Finch is a member of the Board of Directors of Allient Inc. (formerly Allied Motion Technologies Inc.), a designer and manufacturer of precision and specialty controlled motion components and systems. He is a member of the Board of Directors of the Community Foundation for Greater Buffalo, serving on its Racial Equity Roundtable initiative, and the Northland Workforce Training Center. He is past Chairman of the Board of the Buffalo Urban League, past Chairman of the Board of the United Way of Buffalo and Erie County, and a past board member and Senior Vice President of the Automobile Association of America Western and Central New York. Qualifications: With a career spanning more than four decades, Mr. Finch has a proven track record of leadership during a period of significant evolution for the automotive industry. Mr. Finch helped navigate the GM workforce through economic downturn and bankruptcy. After a reorganization, he successfully secured the addition of three new engine product lines, ultimately overseeing investments at the plant totaling more than $3 billion during his 10-year tenure. Through his extensive career, including his work on the future of mobile and in-place energy usage, Mr. Finch developed expansive and diverse experience in manufacturing and customer relations, as well as in capital and labor management. Mr. Finch’s success in managing highly technical operations and delivering quality products in a safe, environmentally responsible and cost-effective manner has direct application to National Fuel’s work in the energy industry, including the Company’s focus on environmental stewardship and emissions reductions, employee safety and commitment to the provision of outstanding service to residential customers. Mr. Finch’s experience in senior level oversight during periods of significant industry challenge and disruption provides an important perspective on organizational transformation and the management of regulatory and economic change. Mr. Finch’s extensive management roles provide experience on attracting and retaining talent within the Company’s region and provide guidance to the Board on improving our diverse and inclusive culture. Furthermore, Mr. Finch’s strong community presence positions him to provide guidance and insight to the Board on local and regional matters, and provides an important connection between the Company and the communities it serves. |

  19. Steven C. Finch

    | 20 | National Fuel Gas Company | 2024 PROXY STATEMENT |

  20. Joseph N. Jaggers

    Joseph N. Jaggers

  21. Joseph N. Jaggers

    | AGE: 70 DIRECTOR SINCE: 2015 BOARD COMMITTEES: • Audit • Compensation, Chair Executive FORMER PUBLIC COMPANY DIRECTORSHIPS • QEP Resources, Inc. • Jagged Peak Energy Inc. • Bill Barrett Corporation • Mission Resources Corporation EDUCATION: United States Military Academy at West Point, B.S. | Professional Experience: Mr. Jaggers is the founder and former President, Chief Executive Officer and Chairman of Jagged Peak Energy Inc., formerly an independent oil and natural gas exploration and production company. Before forming Jagged Peak Energy in 2013, Mr. Jaggers served as President and Chief Executive Officer and as director of Ute Energy, LLC, from 2010 until its sale in 2012. From 2006 to 2010, he served as director, President and Chief Operating Officer of Bill Barrett Corporation. From 2001 to 2006, he was Vice President, Exploration & Production, for Williams Companies. Previously, he served as President and Chief Operating Officer of Barrett Resources, from 2000 until its sale to Williams in 2001. From 1981 through 2000, he worked for BP Amoco in various domestic and international assignments of increasing responsibility culminating in executive oversight for the Northern North Sea, one of BP’s largest producing assets at the time. Mr. Jaggers is past President of the Colorado Oil and Gas Association, past Executive Director of the Independent Producers Association of the Mountain State and an inductee into the Rocky Mountain Oil and Gas Hall of Fame. Qualifications: With more than 40 years of experience in the oil and gas industry, including a long record of creating value through efficiently achieving production and reserve growth, Mr. Jaggers has familiarity with energy market cycles and dynamics and contributes significantly to the Board’s oversight of our exploration and production business. Mr. Jaggers’ extensive operational experience in diverse producing basins provides the Board with substantial insight in assessing various risks that may affect oil and gas operations at the Company. With experience as a senior leader in a number of large, publicly traded exploration and production companies, Mr. Jaggers adds significant operational depth to the Board as well as an understanding of effective and efficient resource development. These attributes assist the Board in its oversight of the ongoing development of the Company’s various natural gas assets and evaluation of the continued advancement of the Company’s Appalachian drilling program. |

  22. Joseph N. Jaggers

    | National Fuel Gas Company | 2024 PROXY STATEMENT | 21 |

  23. Rebecca Ranich

    Rebecca Ranich

  24. Rebecca Ranich

    | AGE: 66 DIRECTOR SINCE: 2016 BOARD COMMITTEES: • Audit • Nominating/Corporate Governance, Chair COMPANY DIRECTORSHIPS • GTI Energy FORMER PUBLIC COMPANY DIRECTORSHIPS • Questar Corporation • Cardno Limited • Uniper SE EDUCATION: • Northwestern University, B.A. in Soviet Studies • University of Detroit Mercy, MBA | Professional Experience: Ms. Ranich is a former director at Deloitte Consulting, LLP, where she led the firm’s Energy and Sustainability Investment Advisory Services for public sector clients, providing counsel on more than $1 billion of investments. Her practice focused on strategic energy investments designed to mitigate and manage risks related to energy supply, demand and climate change issues. Preceding her position at Deloitte, Ms. Ranich worked at PSG International, where she was a member of the management team leading negotiations to implement the Trans-Caspian Gas Pipeline, a multi-billion dollar, 1,700-kilometer pipeline project transporting natural gas from Turkmenistan to Turkey. She was previously a Vice President at Michael Baker Corporation, an international engineering, energy and environmental services firm. While at Baker, she held executive responsibility for delivering energy and environmental engineering services in Europe, Russia and the Caspian region, overseeing projects with a construction value in excess of $40 billion. She managed offices in London, Naples, Wiesbaden and Moscow. Ms. Ranich served as a member of the Board of Directors of Questar Corporation from 2013 to 2016, when Questar was acquired by Dominion Resources, Inc. At Questar she was Chair of the Board’s Governance and Nominating Committee. She is a former member of the Board of Directors of Cardno Limited, an Australian infrastructure and environmental services company, and a former member of the Supervisory Board at Uniper SE, a German power generation and energy supply chain corporation. She serves as Chair of the Board of the GTI Energy and Chair of its Investment Committee, and she is a Strategic Advisory Board member at WAVE Equity Partners, a clean technology innovation investment group. In addition to being an investor in and advisor to emerging technology companies, Ms. Ranich is a member of the Technology Commercialization Panel for the Johns Hopkins University Applied Physics Laboratory. Qualifications: Ms. Ranich’s wealth of experience and formidable skills in strategic energy investments, project development, risk management and corporate governance contribute significantly to the Board. With her work on sustainable environmental practices and extensive global industry experience, including first-hand involvement in high-risk environments and large-scale projects designed to effect significant advancements in the delivery of energy, Ms. Ranich complements the diverse backgrounds on the Board, adds a keen understanding of risk, particularly related to the ongoing energy transition, and provides a unique global perspective. Ms. Ranich also brings to the Board her prior experience as chair of a public company corporate governance committee, and a successful track record of establishing, building and leading energy-focused businesses. |

  25. Rebecca Ranich

    | 22 | National Fuel Gas Company | 2024 PROXY STATEMENT |

  26. Jeffrey W. Shaw

    Jeffrey W. Shaw

  27. Jeffrey W. Shaw

    | AGE: 65 DIRECTOR SINCE: 2014 BOARD COMMITTEES: • Audit, Chair • Nominating/ Corporate Governance FORMER PUBLIC COMPANY DIRECTORSHIPS Southwest Gas Corporation EDUCATION: • University of Utah, B.S. in Accounting • Certified Public Accountant | Professional Experience: Mr. Shaw retired as Chief Executive Officer of Southwest Gas Corporation (“Southwest”) in 2015. He was named Chief Executive Officer and a director of Southwest in 2004 and also served as President of Southwest at various times from 2003 to 2014. Previously Mr. Shaw, a CPA, held various positions at Southwest, including Director of Internal Audit, Controller and Chief Accounting Officer, Vice President/Controller and Chief Accounting Officer, Vice President and Treasurer, Senior Vice President/Finance and Treasurer, and Senior Vice President/Gas Resources and Pricing. During his time at Southwest, Mr. Shaw was involved in the design of the company’s enterprise risk management process, as well as the implementation of various safety policies and programs. He worked for Arthur Andersen & Co. in its Dallas and Las Vegas offices in the audit division prior to joining Southwest in 1988. He is a member of the American Institute of Certified Public Accountants, the Nevada Society of CPAs and the Leadership Las Vegas Alumni Association. Mr. Shaw is a member of the Advisory Board of the University of Utah David Eccles School of Business and is a member and past Chairman of the Broadcast Leadership Council at Brigham Young University. He is a past director of the American Gas Association, past Chairman and director of the Western Energy Institute and past President and trustee of the Las Vegas Area Council of the Boy Scouts of America. Qualifications: Mr. Shaw’s extensive executive management and financial experience at an energy company with regulated natural gas businesses similar to those of the Company provides the Board with valuable perspective and understanding of state regulatory activities. In particular, Mr. Shaw’s accounting and finance background, and the significant roles he has held in these areas over his career, qualify him as an “Audit Committee Financial Expert” under the Securities and Exchange Commission’s rules and enable him to play a key role in performing the Board’s audit and risk oversight functions. In addition, Mr. Shaw’s background and financial expertise contribute to the Board’s understanding and guidance on financial matters. Mr. Shaw is the Company’s Lead Independent Director. |

  28. Jeffrey W. Shaw

    | National Fuel Gas Company | 2024 PROXY STATEMENT | 23 |

  29. Thomas E. Skains

    Thomas E. Skains

  30. Thomas E. Skains

    | AGE: 67 DIRECTOR SINCE: 2016 BOARD COMMITTEES: • Compensation • Nominating/ Corporate Governance PUBLIC COMPANY DIRECTORSHIPS • Duke Energy Corporation • Truist Financial Corporation FORMER PUBLIC COMPANY DIRECTORSHIPS Piedmont Natural Gas Company, Inc. EDUCATION: • Sam Houston State University, B.B.A • University of Houston Law School, J.D. | Professional Experience: Mr. Skains is the former Chairman of the Board, Chief Executive Officer and President of Piedmont Natural Gas Company, Inc. (“Piedmont”), serving from 2002 as President and from 2003 as Chairman and CEO, until his retirement in 2016. Previously, Mr. Skains held various positions at Piedmont, including Chief Operating Officer and Senior Vice President — Marketing and Supply Services. Mr. Skains held positions of increasing responsibility with Transcontinental Gas Pipe Line Corporation (“Transco”), which he joined in 1981 as an attorney and served as corporate and senior attorney before being named Vice President in 1986 and Senior Vice President — Transportation and Customer Services in 1989. In 2016, Mr. Skains became a director at Duke Energy Corporation, where he has chaired its Regulatory Policy Committee and served on its Finance and Risk Management and Nuclear Oversight Committees, and where he currently serves on its Compensation and People Development and Corporate Governance Committees. Mr. Skains has served as a director of Truist Financial Corporation (formerly BB&T Corporation) since 2009, where he serves as Lead Independent Director and as a member of each of the Executive, Risk, and Nominating and Governance Committees, and where he previously chaired each of those committees. Mr. Skains has also served as a director at Truist Financial Corporation’s subsidiary, Truist Bank (formerly Branch Banking and Trust Company), since 2013, where he serves as a member of the Executive Committee and as a member and former chair of the Risk Committee. Mr. Skains previously served on the Charlotte Chamber of Commerce Board of Directors and was Chairman in 2015. He also served on the boards of several industry and community organizations, including GTI Energy, the American Gas Association (as Chairman in 2009), the Southern Gas Association (as Chairman in 2006), and the American Gas Foundation, a not-for-profit energy research group. Qualifications: Mr. Skains’ strong leadership and strategic management skills provide the Board with a valuable perspective on the complexities, challenges and opportunities facing the natural gas industry. Through his experiences at Piedmont and Transco, as well as his ongoing directorship at Duke Energy, Mr. Skains contributes significant knowledge of the legal and regulatory issues encountered by project sponsors in developing energy infrastructure, including natural gas pipeline projects. Mr. Skains brings to the Board extensive knowledge of the natural gas industry, and he is able to use his legal training and experience as a corporate energy attorney to provide valuable insight on legal and regulatory compliance matters, as well as risk management and corporate governance matters. |

  31. Thomas E. Skains

    | 24 | National Fuel Gas Company | 2024 PROXY STATEMENT |

  32. David F. Smith

    David F. Smith

  33. David F. Smith

    | AGE: 70 DIRECTOR SINCE: 2007 BOARD COMMITTEES: • Executive, Chair • Financing, Chair COMPANY DIRECTORSHIPS • GTI Energy EDUCATION: • State University of New York at Fredonia, B.A. in Political Science • State University of New York at Buffalo School of Law, J.D. | Professional Experience: Mr. Smith has been Chairman of the Board of the Company since 2010. He also served as Chief Executive Officer of the Company from 2008 to 2013; as President of the Company from 2006 to 2010; and as Chief Operating Officer of the Company from 2006 to 2008. Mr. Smith was also President and/or Chairman of each of the Company’s major subsidiaries over the course of his career. He is a former director of GTI Energy and the American Gas Association, former Chairman of the Board of the Business Council of New York State, and an emeritus member of the State University of New York at Buffalo Law School Dean’s Advisory Council. He is also past Chairman of the Northeast Gas Association and Buffalo Niagara Enterprise. Qualifications: Mr. Smith brings to the Board significant industry and Company expertise and leadership experience. His 36-year tenure with the Company, which included key leadership positions within all of the Company’s business segments has resulted in significant knowledge of the Company’s history and strategies during its substantial growth from a regional utility to a much larger diversified energy company. He also brings a long and active participation in industry groups that identify and address important issues facing the Company and has well-established relationships of trust with other industry leaders. In addition, Mr. Smith has deep ties to businesses and civic organizations in Western New York (the location of the Company’s corporate headquarters and most of its business units). His experience as an active participant during decades of regulatory evolution at the state and federal levels provides valuable perspective and insight into the political and regulatory trends impacting the Company’s regulated interstate pipeline and storage, and utility businesses. |

  34. David F. Smith

    | National Fuel Gas Company | 2024 PROXY STATEMENT | 25 |

  35. Ronald J. Tanski

    Ronald J. Tanski

  36. Ronald J. Tanski

    | AGE: 71 DIRECTOR SINCE: 2014 BOARD COMMITTEES: • Executive • Financing PUBLIC COMPANY DIRECTORSHIPS • CMS Energy Corporation • Consumers Energy Company EDUCATION: • State University of New York at Buffalo, B.A. in Biology • State University of New York at Buffalo, MBA • State University of New York at Buffalo School of Law, J.D. | Professional Experience: Mr. Tanski was President and Chief Executive Officer of the Company from 2013 until his retirement in 2019. He previously served as President and Chief Operating Officer of the Company from 2010 to 2013 and as Treasurer and Principal Financial Officer from 2004 to 2010. Mr. Tanski was President of National Fuel Gas Supply Corporation from 2008 to 2010 and President of National Fuel Gas Distribution Corporation from 2006 to 2008. He was previously Treasurer of those and other subsidiaries of the Company, and he also served in management roles at Seneca Resources Corporation (now Seneca Resources Company, LLC) and Horizon Energy Development, Inc. (sold in 2010). He is a member of the Board of Directors of CMS Energy Corporation and the Board of Directors of its wholly owned subsidiary, Consumers Energy Company. He previously served as a director of the Interstate Natural Gas Association of America (“INGAA”) and was INGAA Chairman in 2015. Mr. Tanski was a director of the American Gas Association and a member of the Council on Accountancy at Canisius College. Qualifications: Mr. Tanski has over four decades of industry experience, beginning his career as an attorney for the Company, and thereafter serving in various management capacities across the Company’s diversified energy business. Through his broad range of experience, including numerous senior leadership positions in both the Company’s regulated utility, and interstate natural gas transmission and storage businesses, as well as within the Company’s exploration and production subsidiary, he gained hands-on, practical knowledge about the natural gas industry, and virtually every aspect of the Company’s operations. Mr. Tanski’s role as CEO and substantial management experience with the Company’s subsidiaries, his detailed understanding of the Company’s integrated operations, and in particular, his financial and legal background with the Company, assist the Board with oversight of the Company’s operations. Mr. Tanski’s leadership roles at the Company during periods of regulatory change and through several commodity price cycles, as well as his participation with industry trade associations, including the prior chairmanship of a national pipeline trade association, also provide important insight into the business climates and regulatory environments in which the Company’s subsidiaries operate. |

  37. Ronald J. Tanski

    | 26 | National Fuel Gas Company | 2024 PROXY STATEMENT |

  38. Ronald J. Tanski

    | Corporate Governance | |

  39. Ronald J. Tanski

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

  40. Code of Ethics

    | Director Compensation | |

  41. Code of Ethics

    | Director Compensation Table —Fiscal 2023 | |

  42. Code of Ethics

    | NAME | FEES EARNED OR PAID IN CASH ($)(1) | STOCK AWARDS ($)(2) | ALL OTHER COMPENSATION ($)(3) | TOTAL ($) | | David H. Anderson | 110,000 | 175,129 | 8 | 285,137 | | Barbara M. Baumann | 110,000 | 175,129 | 8 | 285,137 | | David C. Carroll | 110,000 | 175,129 | 8 | 285,137 | | Steven C. Finch | 110,000 | 175,129 | 8 | 285,137 | | Joseph N. Jaggers | 125,000 | 175,129 | 8 | 300,137 | | Rebecca Ranich | 125,000 | 175,129 | 8 | 300,137 | | Jeffrey W. Shaw | 150,000 | 175,129 | 8 | 325,137 | | Thomas E. Skains | 110,000 | 175,129 | 8 | 285,137 | | David F. Smith | 210,000 | 175,129 | 8 | 385,137 | | Ronald J. Tanski | 110,000 | 175,129 | 8 | 285,137 |

  43. Executive Compensation Aligned with Stockholders’ Interests

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

  44. Executive Compensation Aligned with Stockholders’ Interests

    | ➢ | Long-term performance incentives are composed entirely of equity; |

  45. Executive Compensation Aligned with Stockholders’ Interests

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

  46. Executive Compensation Aligned with Stockholders’ Interests

    | ➢ | Equity incentive plans prohibit the repricing of equity awards; |

  47. Executive Compensation Aligned with Stockholders’ Interests

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

  48. Executive Compensation Aligned with Stockholders’ Interests

    | ➢ | All change-in-control agreements are double triggered; |

  49. Executive Compensation Aligned with Stockholders’ Interests

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

  50. CEO & President

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

  51. Objectives of the Named Executive Officer Compensation Program

    | COMPENSATION COMPONENT | OBJECTIVES | KEY FEATURES IN 2022 | | Executive Health, Welfare, and Retirement Benefits | • Provide executives with reasonable and competitive benefits commensurate with those in the regulated and unregulated energy industry. • Help the Company attract and retain high-caliber employees in high-level management positions. | • Retirement benefits consisting of: • qualified defined contribution plan (401(k)); • qualified non-contributory defined contribution plan (retirement savings account or “RSA”) or qualified defined benefit plan (depending on year of hire); and • non-qualified executive retirement plan and/or non-qualified tophat plan, depending on year of hire. | | Change in Control Agreements | • Help assure that executives direct their attention to their duties, acting in the best interests of stockholders, notwithstanding potential for loss of employment in connection with a change in control. | • Double-trigger provision to avoid providing benefits to officers who continue to enjoy employment with the Company after a change in control event. • No tax gross-up on payment. • Lump sum severance payment is reduced on a pro-rata basis if termination occurs between age 62 and 65. |

  52. Role of the Compensation Committee

    | • | 2010 Equity Compensation Plan. |

  53. Independent Compensation Consultants

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

  54. Determining Our Peers

    Determining Our Peers The Compensation Committee understands the importance of using comparative data that reflects information from companies with business segments comparable to those of the Company. Because of the Company’s diverse asset mix, selecting an appropriate peer group of companies requires a customized approach that calls for more critical thought than simple selection of a standard industry group, which may include utility companies without a presence in the broader natural gas industry. The Company’s assets span the entire natural gas value chain and include exploration and production (“E&P”), interstate natural gas transmission and storage, natural gas gathering, and natural gas utility operations. For compensation and performance comparisons, the Compensation Committee utilizes two separate peer groups. The Korn Ferry corporate peer group (the “Corporate Peer Group”) is the primary peer group against which the Compensation Committee generally compares named executive officer compensation and is intended to include a group of companies that, as a whole, represents our asset mix. Meridian assists in the formulation of a peer group that is targeted to evaluate our E&P business and the compensation of executives who oversee it (the “E&P Peer Group”). Both peer groups may change over time due to corporate transactions or as the Compensation Committee believes is warranted based on its business judgment. The Compensation Committee believes that the peer groups include an appropriate mix of companies that reflect businesses in which the Company participates, or with which it competes, as reflected in the tables below. For the purpose of establishing 2023 compensation, the Compensation Committee selected the peer groups listed below. In addition, the Compensation Committee utilized the Corporate Peer Group for purposes of setting relative performance conditions on long-term incentive awards of performance shares.

  55. Corporate Peer Group

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

  56. Corporate Peer Group

    | 1) | base salary; |

  57. Corporate Peer Group

    | 2) | total cash compensation (base salary plus short-term cash incentive); and |

  58. Corporate Peer Group

    | 3) | total direct compensation (base salary plus short-term cash incentive plus long-term equity incentive). |

  59. Corporate Peer Group

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

  60. Corporate Peer Group

    | 1) | short-term cash incentive; and |

  61. Corporate Peer Group

    | 2) | long-term equity incentive. |

  62. Corporate Peer Group

    | 46 | National Fuel Gas Company | 2024 PROXY STATEMENT |

  63. Corporate Peer Group

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

  64. Corporate Peer Group

    | | CORPORATE PEER COMPANIES FOR FISCAL 2023 | EXPLORATION & PRODUCTION | PIPELINE & STORAGE AND/OR GATHERING | NATURAL GAS UTILITY | | 1 | Antero Midstream Corporation | | X | | | 2 | Atmos Energy Corporation | | X | X | | 3 | CNX Resources Corporation | X | X | | | 4 | Coterra Energy Inc. | X | | | | 5 | DT Midstream Inc. | | X | | | 6 | EQT Corporation | X | X | | | 7 | Equitrans Midstream Corporation | | X | | | 8 | Gulfport Energy Corporation | X | | | | 9 | MDU Resources Group, Inc. | | X | X | | 10 | New Jersey Resources Corporation | | X | X | | 11 | ONE Gas, Inc. | | | X | | 12 | Range Resources Corporation | X | | | | 13 | SM Energy Company | X | | | | 14 | Southwest Gas Holdings, Inc. | | X | X | | 15 | Southwestern Energy Company | X | | | | 16 | Spire Inc. | | X | X | | 17 | UGI Corporation | | X | X | | | TOTAL | 7 | 11 | 7 |

  65. Corporate Peer Group

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

  66. E&P Peer Group

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

  67. E&P Peer Group

    | 1. | base salary; |

  68. E&P Peer Group

    | 2. | target short-term incentive; |

  69. E&P Peer Group

    | 3. | target cash compensation (base salary plus short-term incentive); |

  70. E&P Peer Group

    | 4. | long-term incentive; and |

  71. E&P Peer Group

    | 5. | total target compensation (base salary plus short-term and long-term incentive). |

  72. E&P Peer Group

    | National Fuel Gas Company | 2024 PROXY STATEMENT | 47 |

  73. E&P Peer Group

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

  74. E&P Peer Group

    | | E&P PEER COMPANIES FOR FISCAL 2023 | | | | 1 | Antero Resources Corporation | 9 | Matador Resources Company | | 2 | Callon Petroleum Company | 10 | PDC Energy, Inc. | | 3 | Chesapeake Energy Corporation | 11 | Permian Resources Corporation | | 4 | CNX Resources Corporation | 12 | Range Resources Corporation | | 5 | Comstock Resources Inc. | 13 | SM Energy Company | | 6 | Earthstone Energy, Inc. | 14 | Southwestern Energy Company | | 7 | Gulfport Energy Corporation | 15 | Talos Energy Inc. | | 8 | Laredo Petroleum, Inc. | | |

  75. E&P Peer Group

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

  76. Annual Cash Incentive

    Annual Cash Incentive The Company provides an annual cash incentive to its executives to motivate their performance over a short term (which is generally considered to be no longer than two years). Early in the fiscal year, the Compensation Committee establishes for each participant in the AARCIP a target amount for the annual cash incentive, stated as a percentage of base salary. Subject to the limitations described in this paragraph, executives generally can earn up to two times the target percentage, based on performance on written goals. The maximum payment may not exceed the lesser of (i) two times the executive’s base salary, or (ii) two million dollars. In addition, because earnings-related goals take into account performance over two fiscal years, as described below, performance below the maximum level on an earnings-related goal in the first year will negate the possibility of achieving maximum performance on the averaged two-year goal. For participants in the EACIP, the process is similar, except the CEO has broad discretion to reduce the amount otherwise payable as annual cash incentive based on such factors as the CEO may determine. Target Award Levels In considering target award levels for the annual cash incentive for fiscal 2023, the Compensation Committee took into account the recommendations of the independent compensation consultants based on reviews of competitive market practices, and the recommendations of Mr. Bauer with respect to participants in the AARCIP, other than himself. The Compensation Committee exercised its business judgment and maintained target awards for fiscal 2023 at the same levels it had set in 2022:

  77. Annual Cash Incentive

    | AARCIP PARTICIPANT | TARGET (AS A PERCENTAGE OF BASE SALARY) | | Mr. Bauer | 125% | | Ms. Camiolo | 50% | | Mr. Kraemer | 100% | | Mr. Loweth | 95% | | Ms. DeCarolis | 80% |

  78. Annual Cash Incentive

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

  79. Annual Cash Incentive

    | National Fuel Gas Company | 2024 PROXY STATEMENT | 49 |

  80. Annual Cash Incentive

    Fiscal Year 2023 Performance Goals Based upon discussions with Mr. Bauer and upon review of forecasted financial and operational data, the Compensation Committee approved for each participant in the AARCIP a set of particular performance goals for the 2023 fiscal year. The Compensation Committee aligned these goals with the Company’s strategic business plans, as well as its ongoing corporate responsibility efforts, including ESG matters. Certain goals overlapped among participants; for example, each had goals tied to safety, diversity and consolidated EBITDA. Incentive payments are based upon performance against the objective performance criteria. All performance criteria applicable to a particular executive are communicated to that executive in writing at the time the criteria are established. Two-Year Averaging of Earnings-Related Goals The earnings-related goals established by the Compensation Committee are structured so as to average current-year and prior-year performance. As a result, earnings performance in any given year will impact compensation over two years, mitigating against a potential incentive to pursue short-term results at the expense of longer-term value. In the Company’s E&P segment, for example, a low commodity price environment can militate in favor of scaling back drilling plans, a change that can negatively affect near-term earnings but enhance longer-term value. The Compensation Committee endeavors to incentivize strong short-term results without encouraging activity that is not economic under prevailing market conditions. Averaging earnings-related goals over two years helps to balance those two objectives. The Compensation Committee also sets targets based on the current fiscal year’s financial forecast. Thus, the current year’s targets may be lower (or higher) than the prior year’s targets or actual results (to which the averaging applies). In this way, the impact of lower (or higher) natural gas commodity prices on the Company’s earnings affects the target levels from one year to the next. The use of a two-year averaging technique for earnings-related goals will impact the performance percentage points earned on those goals in a given year, but over time and all other things being equal, it will not change the cumulative performance percentage points earned for actual performance. The types of objective goals approved for fiscal 2023 and the purpose of the goals are set forth in the following table:

  81. Annual Cash Incentive

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

  82. Annual Cash Incentive

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

  83. Annual Cash Incentive

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

  84. Annual Cash Incentive

    | 50 | National Fuel Gas Company | 2024 PROXY STATEMENT |

  85. Annual Cash Incentive

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

  86. Annual Cash Incentive

    | | | | ANNUAL CASH INCENTIVE | | | | | | | | | | | EXECUTIVE | | | BAUER | | CAMIOLO | | KRAEMER | | LOWETH | | DECAROLIS | | | Target Percentage of Base Salary | | | 125% | | 50% | | 100% | | 95% | | 80% | | | FISCAL 2023 PERFORMANCE GOALS | | PERFORMANCE (%) | WGHTD | WGHTD % ACHVD | WGHTD | WGHTD % ACHVD | WGHTD | WGHTD% ACHVD | WGHTD | WGHTD % ACHVD | WGHTD | WGHTD % ACHVD | | Financial Goals | | | | | | | | | | | | | | 1. | Consolidated EBITDA* | 110 | 0.25 | 27.50 | 0.25 | 27.50 | 0.25 | 27.50 | 0.25 | 27.50 | 0.30 | 33.00 | | 2. 2. | Regulated EBITDA* Seneca EBITDA* | 113 116 | 0.20 0.10 | 22.60 11.60 | 0.20 0.10 | 22.60 11.60 | 0.25 0.10 | 28.25 11.60 | 0.20 | 23.20 | 0.35 | 39.55 | | 3. | Midstream EBITDA* | 93 | 0.10 | 9.30 | 0.10 | 9.30 | 0.05 | 4.65 | 0.10 | 9.30 | | | | Operations Goals | | | | | | | | | | | | | | 1. | Seneca Lease Operating Expense | 100 | | | | | | | 0.10 | 10.00 | | | | 2. | Seneca Finding and Development Cost | 100 | 0.10 | 10.00 | 0.10 | 10.00 | | | 0.10 | 10.00 | | | | 3. | Seneca General and Administrative Expense | 143 | | | | | | | 0.05 | 7.15 | | | | 4. | Compression Reliability | 200 | | | | | 0.05 | 10.00 | | | | | | 5. | Customer Service | 136 | | | | | 0.05 | 6.80 | | | 0.10 | 13.60 | | Environmental, Social and Governance Goals | | | | | | | | | | | | | | 1. | Seneca Emission Reduction | 100 | | | | | | | 0.05 | 5.00 | | | | 2. | Pipeline Emission Reduction | 100 | | | | | 0.05 | 5.00 | | | | | | 3. | Operational Safety and Emissions Reduction | 50 | 0.05 | 2.50 | 0.05 | 2.50 | | | | | 0.05 | 2.50 | | 4. | Safety | 100 | 0.15 | 15.00 | 0.15 | 15.00 | 0.15 | 15.00 | 0.10 | 10.00 | 0.15 | 15.00 | | 5. | Diversity, Equity and Inclusion | 100 | 0.05 | 5.00 | 0.05 | 5.00 | 0.05 | 5.00 | 0.05 | 5.00 | 0.05 | 5.00 | | Total Weighted Percentage Achieved | | | 103.50% | | 103.50% | | 113.80% | | 107.15% | | 108.65% | | | Target | | | $1,281,250 | | $226,375 | | $798,750 | | $634,125 | | $532,000 | | | Annual Cash Incentive | | | $1,326,094 | | $136,674** | | $908,978 | | $679,465 | | $578,018 | |

  87. Annual Cash Incentive

    | * Reflects an average of 2023 performance and 2022 performance. Regulated EBITDA refers to the Company’s regulated Utility and Pipeline and Storage segments; Seneca EBITDA refers to the Company’s Exploration and Production segment; and Midstream EBITDA refers to the Company’s Gathering segment. |

  88. Annual Cash Incentive

    | ** Pursuant to the terms of the At Risk Plan, Ms. Camiolo received a pro-rated portion of the annual cash incentive she otherwise would have received had she remained employed through the end of the fiscal year. |

  89. Annual Cash Incentive

    | National Fuel Gas Company | 2024 PROXY STATEMENT | 51 |

  90. Annual Cash Incentive

    | PERFORMANCE GOAL | | THRESHOLD | TARGET | MAXIMUM | ACTUAL PERFORMANCE | | Financial Goals | | | | | | | 1. | Consolidated EBITDA – In determining final performance level, the results of this goal are averaged with the prior year results on the consolidated EBITDA goal. | $1,091 Million | $1,267-1,442 Million | $1,630 Million | 2023 Consolidated EBITDA = $1,163 Million; performance level of 70%; 2-year average of performance levels = (70%+150%)/2 = 110% | | 2. | Regulated EBITDA – In determining final performance level, the results of this goal are averaged with the prior year results on the regulated companies EBITDA goal. | $355 Million | $370-375 Million | $396 Million | 2023 Regulated EBITDA = $382 Million; performance level of 133%; 2-year average of performance levels = (133%+93%)/2 = 113% | | 3. | Seneca EBITDA – In determining final performance level, the results of this goal are averaged with the prior year results on the Seneca portion of the Seneca/Midstream EBITDA goal. | $568 Million | $719-886 Million | $1,043 Million | 2023 Seneca EBITDA = $610 Million; performance level of 64%; 2-year average of performance levels = (64%+167%)/2 = 116% | | 4. | Midstream EBITDA – In determining final performance level, the results of this goal are averaged with the prior year results on the Midstream portion of the Seneca/Midstream EBITDA goal. | $179 Million | $189-192 Million | $202 Million | 2023 Midstream EBITDA = $186 Million; performance level of 85%; 2-year average of performance levels = (85%+100%)/2 = 93% | | Operations Goals | | | | | | | 1. | Seneca Lease Operating Expense (per thousand cubic feet equivalent (Mcfe)) | $0.70/Mcfe | $0.68/Mcfe | $0.66/Mcfe | $0.68/Mcfe | | 2. | Seneca Finding and Development Cost (per Mcfe) | $0.97/Mcfe | $0.74-0.81/Mcfe | $0.63/Mcfe | $0.80/Mcfe | | 3. | Seneca General and Administrative Expense | $72.2 Million | $67.2-69.2 Million | $64.2 Million | $65.9 Million | | 4. | Compression Reliability – Measured by compressor fleet availability average. | Greater than 95% | 96.3% | 96.9% | 98.1% | | 5. | Customer Service – Measured by average of performance levels on residential satisfaction rates and non-emergency appointments kept. | Residential Satisfaction Rates are at least 85%in NY and PA, or Non-Emergency Appointments Kept are at least 98% in NY and PA | Residential Satisfaction Rates are at least 94.2% in NY and 93.6% in PA, and Non-Emergency Appointments Kept are at least 98% in NY and PA | Residential Satisfaction Rates are at least 97.3% in NY and 97.8% in PA, and Non-Emergency Appointments Kept are at least 99.9% in NY and PA | Residential Satisfaction Rates of 90.8% in NY and 87.7% in PA, constituting performance at 74% level; Non-Emergency Appointments Kept = 99.8% in NY and 99.9% in PA, constituting performance at 198% level; average of performance levels = 136% | | Environmental, Social and Governance Goals | | | | | | | 1. | Seneca Emission Reduction – Measured by Seneca’s performance on maintenance and construction projects designed to reduce emissions. | Complete 1 of 2 emission reduction projects | Complete 2 emission reduction projects | Capped at Target | Completed 2 emission reduction projects | | 2. | Pipeline Emission Reduction – Measured by the Pipeline & Storage and Gathering segments’ performance on maintenance and construction projects designed to reduce emissions. | Complete 2 of 3 emission reduction projects | Complete 3 emission reduction projects | Capped at Target | Completed all 3 emission reduction projects | | 3. | Operational Safety and Emissions Reduction – Measured by the Utility segment’s operational safety performance in New York and outstanding leaks reduction. | Complete all 3 safety performance standards OR any 2 safety performance standards and meet outstanding leaks reduction targets | Complete all 3 safety performance standards and meet outstanding leaks reduction targets | Capped at Target | Completed 2 safety performance standards and met outstanding leaks reduction targets | | 4. | Safety – To promote continued importance of safety; measured by OSHA “Days Away, Restricted or Transferred” rate. | Safety performance at or better than goal in any two divisions | Safety performance at or better than goal in any three divisions | Safety performance at combined level of 1.28 or less | Safety performance at or better than goal in three divisions | | 5. | Diversity, Equity and Inclusion – Measured by outreach programs and percentage of exempt employee job applicants in protected classes. | Engage in at least 10 outreach programs | Engage in at least 10 outreach programs, and percentage of protected-class applicants is more than the three-year average | Engage in at least 10 outreach programs, and percentage of protected-class applicants is no less than 50% | Engaged in at least 10 outreach programs, and percentage of protected-class applicants was 40% |

  91. Annual Cash Incentive

    | 52 | National Fuel Gas Company | 2024 PROXY STATEMENT |

  92. Long-Term Incentive Compensation

    Long-Term Incentive Compensation The Compensation Committee uses its business judgment to establish target long-term incentive awards, taking into account the recommendations of its compensation consultants based on reviews of competitive market practices, and the recommendations of the CEO with respect to named executive officers other than himself. Such awards are intended to focus attention on managing the Company from a long-term investor’s perspective. In addition, the Compensation Committee wishes to encourage officers and other managers to have a significant, personal investment in the Company through stock ownership. The Compensation Committee typically makes equity awards on an annual basis in December but has not established a policy to make grants at a specific meeting, to allow flexibility to review and evaluate appropriate equity grant practices. Fiscal Year 2023 Awards For the named executive officers, other than Mr. Silverstein, the Compensation Committee established fiscal 2023 target long-term incentive awards at levels ranging from 93% to 118% of the 50th percentile mark for comparable positions. Including base salary and target annual incentive, the target long-term incentive awards brought target total direct compensation to approximately the 50th percentile mark for Mr. Bauer, Ms. Camiolo, Mr. Kraemer and Ms. DeCarolis. For Mr. Loweth, the target long-term incentive award brought target total direct compensation to a level 14% above the 50th percentile mark for chief operating officers of independent exploration and production company peers, but well below the 25th percentile mark for chief executive officers of such peers. The Compensation Committee approved Mr. Silverstein’s target long-term incentive award in December 2022, before he was designated an executive officer. The Compensation Committee set his target at a level slightly below the 50th percentile mark for positions comparable to his position at that time. The Compensation Committee made no change to Mr. Silverstein’s target upon his designation as an executive officer effective May 1, 2023. For Messrs. Bauer, Silverstein and Loweth, the Compensation Committee granted two-thirds of the fiscal 2023 long-term incentive award in the form of performance shares, and one-third in the form of time-vested RSUs, which serve as an additional retention tool. For Ms. Camiolo, Mr. Kraemer and Ms. DeCarolis, the Compensation Committee granted a long-term incentive award entirely in the form of performance shares. The Compensation Committee made that determination to focus greater attention on the achievement of performance targets, and in recognition of the fact that retention incentives such as time-vested RSUs can have a lesser impact with respect to long-tenured executives. Beginning with fiscal year 2022, the long-term incentive awards included a new set of performance shares with a performance goal focused on emissions reductions. The emissions goal sets methane intensity reduction metrics for each of the Company’s operating segments, and an overall greenhouse gas emissions metric for the consolidated Company. The performance period for the fiscal 2023 award runs from calendar year 2023 through calendar year 2025, consistent with the Company’s calendar-year reporting of GHG emissions. The goal is designed to incentivize and reward performance to the extent management achieves methane intensity and GHG reduction targets making progress towards the Company’s 2030 goals. The emissions goal accounts for 4% of the total long-term incentive award. The number of performance shares that will vest and be paid will depend on the number of methane intensity segment targets achieved, and whether the Company meets the overall greenhouse gas emissions target, as reflected in the following table:

  93. Long-Term Incentive Compensation

    | EMISSIONS REDUCTION PERFORMANCE LEVEL | PERCENTAGE OF TARGET OPPORTUNITY PAID | | 2 of 4 segment targets achieved | 50% | | 3 of 4 segment targets achieved | 100% | | 4 of 4 segment targets achieved | 150% | | 4 of 4 segment targets achieved and overall greenhouse gas emissions goal achieved | 200% |

  94. Long-Term Incentive Compensation

    The performance shares awarded in fiscal 2023 and not allocated to the emissions goal are split evenly between relative TSR and relative ROC performance conditions, as described below. The performance conditions are to be achieved over a three-year performance cycle that started October 1, 2022 and concludes September 30, 2025.

  95. Long-Term Incentive Compensation

    | National Fuel Gas Company | 2024 PROXY STATEMENT | 53 |

  96. Long-Term Incentive Compensation

    The Compensation Committee established the performance condition for the second set of performance shares awarded in fiscal 2023 as the Company’s three-year TSR over the performance cycle as compared to the same metric for companies in the Corporate Peer Group selected by the Compensation Committee, as calculated based on the data reported for each company in the Bloomberg online database. Subject to appropriate adjustments to reflect unusual corporate events, such as a spin-off or other restructuring, affecting the capital structure of a member of the Corporate Peer Group, (i) starting stock prices are calculated as the average closing stock prices for the calendar month immediately preceding the start of the performance cycle, (ii) ending stock prices are calculated as the average closing stock prices for the calendar month concluding the performance cycle, and (iii) dividends are deemed reinvested in each company’s securities at each ex-dividend date. The Compensation Committee linked the awards to relative levels of performance, which results in the vesting and payment of a percentage of the target number of performance shares depending on the Company’s percentile rank in the Corporate Peer Group, as follows:

  97. Long-Term Incentive Compensation

    | RELATIVE TSR GOAL COMPANY’S PERCENTILE RANKING | PERCENTAGE OF TARGET OPPORTUNITY PAID | | 30th or below | 0% | | 40th | 50% | | 50th | 100% | | 70th | 150% | | 90th or above | 200% |

  98. Long-Term Incentive Compensation

    If the Company’s three-year TSR is negative (less than 0.0), the percentage of target opportunity paid is capped at 100%, regardless of the Company’s percentile ranking. For performance between two established performance levels, the percentage of target opportunity paid is determined by straight line mathematical interpolation. The Compensation Committee established the performance condition for the third set of performance shares awarded in fiscal 2023 as the Company’s three-year ROC over the performance cycle as compared to the same metric for companies in the Corporate Peer Group. ROC for the Company or any member of the Corporate Peer Group means the average of the returns on capital for each twelve-month period corresponding to each of the Company’s fiscal years during the performance cycle, calculated based on the data reported for that company in the Bloomberg database. The Compensation Committee linked the awards to relative levels of performance, which results in the vesting and payment of a percentage of the target number of performance shares depending on the Company’s percentile rank in the Corporate Peer Group, as follows:

  99. Long-Term Incentive Compensation

    | RELATIVE ROC GOAL COMPANY’S PERCENTILE RANKING | PERCENTAGE OF TARGET OPPORTUNITY PAID | | <45th | 0% | | 45th | 50% | | 60th | 100% | | 75th | 150% | | 100th | 200% |

  100. Long-Term Incentive Compensation

    If the Company’s three-year ROC is negative (less than 0.0), the percentage of target opportunity paid is capped at 100%, regardless of the Company’s percentile ranking. For performance between two established performance levels, the percentage of target opportunity paid is determined by mathematical interpolation. No dividend equivalents are provided in respect of any performance shares. Generally, each of the time-based RSU awards granted to named executive officers in fiscal 2023 vests in three equal annual installments beginning on the first anniversary of the date of grant, assuming continued employment at the Company. No dividend equivalents are provided in respect of any RSUs. The performance shares and time-based RSUs granted to the named executive officers in fiscal 2023 are set out in the Grants of Plan-Based Awards in Fiscal 2023 Table within this proxy statement.

  101. Long-Term Incentive Compensation

    | 54 | National Fuel Gas Company | 2024 PROXY STATEMENT |

  102. Long-Term Incentive Compensation

    Performance on Past Awards With respect to the performance shares granted in fiscal 2021, which had a performance cycle covering fiscal years 2021 through 2023, the Compensation Committee had established the following 13-member peer group: Atmos Energy Corporation Cabot Oil & Gas Corporation CNX Resources Corporation EQT Corporation Equitrans Midstream Corporation MDU Resources Group Inc. New Jersey Resources Corporation Range Resources Corporation SM Energy Company Southwest Gas Corporation Southwestern Energy Company Spire, Inc. UGI Corporation The Company’s performance over the three-year performance cycle was ranked against the performance of the companies in the peer group. With respect to TSR, the Company outperformed six of the 13 companies, with a three-year TSR of 37.24%, placing it at approximately the 46th percentile. Pursuant to the TSR performance share payout scale (the same scale shown above for the fiscal 2023-2025 Relative TSR Goal), performance at that percentile resulted in a payout of approximately 81% of the target opportunity. Regarding ROC, the Company outperformed 10 of the 13 companies, with an average ROC of 11.88%, placing it at approximately the 77th percentile. Pursuant to the ROC performance share payout scale (the same scale shown above for the fiscal 2023-2025 Relative ROC Goal), performance at that percentile resulted in a payout of approximately 154% of the target opportunity. The Company’s performance on the last five completed TSR and ROC performance share grants is summarized in the table below.

  103. Long-Term Incentive Compensation

    | GRANT DATE (FISCAL YEAR) | PERFORMANCE CYCLE (FISCAL YEARS) | TSR | | | ROC | | | | | | RELATIVE PERFORMANCE | PERCENTILE | PAYOUT PERCENTAGE | RELATIVE PERFORMANCE | PERCENTILE | PAYOUT PERCENTAGE | | 2021 | 2021 – 2023 | outperformed 6 of 13 | 46.15 | 80.77 | outperformed 10 of 13 | 76.92 | 153.84 | | 2020 | 2020 – 2022 | outperformed 7 of 13 | 53.85 | 109.62 | outperformed 11 of 13 | 84.62 | 169.24 | | 2019 | 2019 – 2021 | outperformed 10 of 13 | 76.92 | 167.30 | outperformed 10 of 13 | 76.92 | 153.84 | | 2018 | 2018 – 2020 | outperformed 9 of 12 | 75.00 | 100.00 (capped) | outperformed 7 of 12 | 58.33 | 94.43 | | 2017 | 2017 – 2019 | outperformed 6 of 12 | 50.00 | 100.00 | outperformed 10 of 12 | 83.33 | 166.66 | | | | Average | 60.38 | 111.54 | Average | 76.02 | 147.60 |

  104. Long-Term Incentive Compensation

    Fiscal Year 2024 Retention Grants Consistent with the expansion of responsibilities since 2021 for Mr. Loweth, who was named President of Seneca in 2021 and President of Midstream in 2022, and Mr. Silverstein, who was named Treasurer and Principal Financial Officer of the Company in 2023, the Compensation Committee on December 6, 2023 awarded special retention equity awards that are eligible to be earned by each executive over a ten-year period following the date of grant. The awards consist one-half of performance shares and one-half of time-based restricted stock units and are intended to incentivize sustained, long-term performance and retention. Subject to continued employment, earned performance shares and the restricted stock units would vest at a rate of 20% each year on the sixth through tenth anniversaries of the date of grant.

  105. Long-Term Incentive Compensation

    | National Fuel Gas Company | 2024 PROXY STATEMENT | 55 |

  106. Change in Control Arrangements

    Change in Control Arrangements The Company’s named executive officers serve at the pleasure of the Board of Directors and are not employed pursuant to employment agreements. Each of the named executive officers is a party to an Employment Continuation and Noncompetition Agreement with the Company, which would become effective upon a change in control of the Company. The Company and the Compensation Committee believe that these agreements are required for the attraction and retention of the executive talent needed to achieve corporate objectives and to assure that named executive officers direct their attention to their duties, acting in the best interests of the stockholders, notwithstanding the potential for loss of employment in connection with a change in control. The agreement contains a “double-trigger” provision that provides payment only if employment terminates within three years following a change in control, as defined in the agreement, either by the Company other than for cause or by the named executive officer for good reason. The Compensation Committee believes this structure strikes a balance between the incentive and the executive attraction and retention efforts described above, without providing change in control benefits to named executive officers who continue to enjoy employment with the Company in the event of a change in control transaction.

  107. Change in Control Arrangements

    | National Fuel Gas Company | 2024 PROXY STATEMENT | 57 |

  108. Change in Control Arrangements

    The payment is generally calculated by multiplying 1.99 by the sum of the named executive officer’s current base salary plus the average of the annual short-term incentive compensation payment for the previous two fiscal years. The 1.99 multiplier is reduced on a pro-rata basis if termination occurs between age 62 and age 65, at which point no amount is payable. If payment is triggered, certain health benefits are continued for the earlier of 18 months following termination or the date other similar coverage becomes available. The agreement contains a restrictive covenant whereby the named executive officer may, upon termination following a change in control, choose to refrain from being employed by or otherwise serving as an agent, consultant, partner or major stockholder of a business engaged in activity that is competitive with that of the Company or its subsidiaries. If the named executive officer so chooses to be bound by this restrictive covenant, an additional payment is made in the amount of the sum of current base salary plus the average of the annual short-term incentive compensation payment for the previous two fiscal years. The Compensation Committee and the Company believe this is an appropriate payment in exchange for the named executive officer’s agreement to the non-compete covenant. There is no gross-up for taxes on either payment. If a named executive officer experiences a qualifying termination of employment within a specific time following a change in control of the Company, many of the components of total compensation described above become immediately vested or paid out in a lump sum. More detail about these items and calculations as of September 30, 2023, are set forth in the section entitled “Potential Payments Upon Termination or Change in Control” within this proxy statement.

  109. Fiscal 2023 Summary Compensation Table

    Fiscal 2023 Summary Compensation Table The following table sets forth a summary of the fiscal 2023 compensation of the Company’s CEO, former and current Principal Financial Officer, and each of the three most highly compensated executive officers other than the CEO and Principal Financial Officer. The compensation reflected for each officer was for the officer’s services provided in all capacities to the Company and its subsidiaries.

  110. Fiscal 2023 Summary Compensation Table

    | NAME AND PRINCIPAL POSITION | FISCAL YEAR | SALARY ($) | BONUS ($)(1) | STOCK AWARDS ($)(2) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($)(3) | CHANGE IN PENSION VALUE AND NONQUALIFIED DEFERRED COMPENSATION EARNINGS ($)(4) | ALL OTHER COMPENSATION ($)(5) | TOTAL ($) | | David P. Bauer President and Chief Executive Officer | 2023 | 1,025,000 | 0 | 3,999,543 | 1,326,094 | 1,244,524 | 175,141 | 7,770,302 | | | 2022 | 972,500 | 0 | 3,657,593 | 1,610,703 | 53,382 | 184,248 | 6,478,426 | | | 2021 | 937,500 | 0 | 3,476,073 | 1,425,375 | 955,805 | 156,886 | 6,951,639 | | Karen M. Camiolo Former Treasurer and Principal Financial Officer | 2023 | 263,167 | 0 | 402,518 | 136,674 | 84,010 | 254,440 | 1,140,809 | | | 2022 | 443,750 | 0 | 428,487 | 293,984 | 0 | 59,335 | 1,225,556 | | | 2021 | 434,750 | 0 | 379,748 | 282,370 | 176,812 | 58,098 | 1,331,778 | | Timothy J. Silverstein Treasurer and Principal Financial Officer | 2023 | 315,417 | 240,000 | 169,443 | 0 | 0 | 57,469 | 782,329 | | Ronald C. Kraemer Chief Operating Officer | 2023 | 798,750 | 0 | 2,432,923 | 908,978 | 1,676,914 | 138,094 | 5,955,659 | | | 2022 | 759,500 | 0 | 2,161,947 | 985,831 | 946,819 | 135,323 | 4,989,420 | | | 2021 | 662,167 | 0 | 855,268 | 799,467 | 1,094,770 | 104,014 | 3,515,686 | | Justin I. Loweth President of Seneca Resources Company, LLC | 2023 | 667,500 | 0 | 2,188,855 | 679,465 | 0 | 110,443 | 3,646,263 | | | 2022 | 627,500 | 14,903 | 1,756,773 | 759,463 | 0 | 94,487 | 3,253,126 | | | 2021 | 463,333 | 129,857 | 635,436 | 295,143 | 0 | 63,056 | 1,586,825 | | Donna L. DeCarolis President of National Fuel Gas Distribution Corporation | 2023 | 665,000 | 0 | 1,037,369 | 578,018 | 1,223,897 | 89,680 | 3,593,964 | | | 2022 | 645,000 | 0 | 1,014,917 | 645,000 | 759,086 | 92,499 | 3,156,502 | | | 2021 | 622,500 | 0 | 855,454 | 622,578 | 1,513,037 | 89,804 | 3,703,373 |

  111. Fiscal 2023 Summary Compensation Table

    | (1) For fiscal 2023, this column reflects the annual incentive compensation payment made to Mr. Silverstein based on subjective evaluation by the CEO, as further described above under Compensation Discussion and Analysis. |

  112. Fiscal 2023 Summary Compensation Table

    | (2) The stock award values for fiscal 2023 show the aggregate grant date fair value of performance shares and, where applicable, time-based RSUs, computed in accordance with FASB ASC Topic 718. For information on the valuation assumptions and performance conditions with respect to these awards, refer to Note A under the heading “Stock-Based Compensation” and Note H under the heading “Stock Award Plans” in the Company’s financial statements in its Form 10-K for the fiscal year ended September 30, 2023 (“2023 Form 10-K”). The grant date fair value of performance shares reflects an estimate that 100% of the performance shares awarded will vest at the end of the three-year performance period. The actual percentage to vest will be determined following fiscal 2025. The grant date fair value of stock awards granted in fiscal 2023, assuming the highest level of performance for performance shares (200%), is as follows: Mr. Bauer, $6,723,039; Ms. Camiolo, $805,036; Mr. Silverstein, $284,827; Mr. Kraemer, $4,865,845; Mr. Loweth, $3,679,352; and Ms. DeCarolis, $2,074,738. |

  113. Fiscal 2023 Summary Compensation Table

    | (3) For fiscal 2023, this column reflects for the officers other than Mr. Silverstein annual incentive compensation. Please refer to the Compensation Discussion and Analysis for additional information about annual incentive compensation, including information regarding the performance conditions applicable to the awards. |

  114. Fiscal 2023 Summary Compensation Table

    | (4) The amounts included in this column as the aggregate change in the actuarial present value of the named executive officers’ accumulated benefits under all defined benefit and actuarial pension plans (including supplemental plans) include the following for fiscal 2023: for Mr. Bauer, an increase of $1,244,524; for Ms. Camiolo, an increase of $84,010; for Mr. Kraemer, an increase of $1,674,176; and for Ms. DeCarolis, an increase of $1,222,470. These amounts were determined using interest rate and mortality rate assumptions consistent with those used in the Company’s financial statements in its 2023 Form 10-K, as described in Note K, “Retirement Plan and Other Post-Retirement Benefits.” The amounts included in this column as above-market earnings on compensation that is deferred on a basis that is not tax-qualified are as follows for fiscal 2023: for Mr. Kraemer, $2,738; and for Ms. DeCarolis, $1,427. See the narrative, tables and notes to the sections entitled “Fiscal 2023 Pension Benefits” and “Fiscal 2023 Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans” within this proxy statement for more information. |

  115. Fiscal 2023 Summary Compensation Table

    | (5) See the All Other Compensation table below for more information. |

  116. Fiscal 2023 Summary Compensation Table

    | National Fuel Gas Company | 2024 PROXY STATEMENT | 59 |

  117. Fiscal 2023 Summary Compensation Table

    The following table describes each component of the All Other Compensation column in the Fiscal 2023 Summary Compensation Table:

  118. Fiscal 2023 Summary Compensation Table

    | DESCRIPTION | DAVID P. BAUER ($) | KAREN M. CAMIOLO ($) | TIMOTHY J. SILVERSTEIN ($) | RONALD C. KRAEMER ($) | JUSTIN I. LOWETH ($) | DONNA L. DECAROLIS ($) | | Defined Contributions(a) | 19,425 | 11,175 | 31,675 | 19,425 | 32,346 | 19,425 | | 401(k) Tophat(b) | 121,641 | 12,815 | 15,400 | 83,039 | 20,625 | 55,156 | | RSA Tophat(c) | 0 | 0 | 9,667 | 0 | 40,929 | 0 | | Employee Stock Ownership Plan (“ESOP”) Supplemental Payment(d) | 0 | 0 | 0 | 1,217 | 0 | 0 | | Life Insurance(e) | 15,000 | 0 | 680 | 15,000 | 680 | 15,000 | | Travel Accident Insurance(f) | 113 | 42 | 47 | 99 | 99 | 99 | | Perquisites(g) | 18,962 | 0 | 0 | 19,314 | 15,764 | 0 | | Retirement and Consulting Services Agreement(h) | 0 | 230,408 | 0 | 0 | 0 | 0 | | Total | 175,141 | 254,440 | 57,469 | 138,094 | 110,443 | 89,680 |

  119. Fiscal 2023 Summary Compensation Table

    | a) | Represents the Company contributions to the 401(k) plan accounts of the named executive officers. Each named executive officer receives a Company match of up to 6% within the 401(k) plan on the lesser of base salary or the IRS annual compensation limit. In addition, Mr. Silverstein and Mr. Loweth are participants in the Company’s RSA benefit within the 401(k) plan, pursuant to which they receive a Company contribution of 4% on the portion of their base salary plus annual bonus that does not exceed the IRS annual compensation limit. |

  120. Fiscal 2023 Summary Compensation Table

    | b) | Each named executive officer is prohibited from receiving the full 401(k) Company match due to the IRS annual compensation limit. The 401(k) tophat benefit gives each named executive officer a Company match on the following forms of compensation: (1) base salary that exceeds the IRS annual compensation limit, and (2) annual cash incentive compensation. |

  121. Fiscal 2023 Summary Compensation Table

    | c) | Represents the Company contributions on Mr. Silverstein’s and Mr. Loweth’s base salary plus annual cash incentive payment that exceeded the IRS annual compensation limit. |

  122. Fiscal 2023 Summary Compensation Table

    | d) | All management participants who were hired prior to December 31, 1986 participate in the ESOP, which pays dividends to the participants on the Common Stock held in the plan. Participants who were hired prior to 1983 did not have the option to reinvest dividends on shares acquired prior to 1983. The formula for the supplemental payment was designed to result in aggregate supplemental payments to pre-1983 participants approximating the amount the Company saved in corporate income taxes by prohibiting the reinvestment of dividends. The ESOP is a qualified benefit plan that was frozen in 1987 and closed to future participants. |

  123. Fiscal 2023 Summary Compensation Table

    | e) | Represents, for Mr. Bauer, Mr. Kraemer and Ms. DeCarolis, Company-paid life insurance premiums under the ExecutiveLife Insurance Plan; and for Mr. Silverstein and Mr. Loweth, Company-paid group life insurance premiums. |

  124. Fiscal 2023 Summary Compensation Table

    | f) | Represents the premiums paid for the blanket travel insurance policy, which provides a death benefit to beneficiaries of an officer if the officer dies while traveling on business. |

  125. Fiscal 2023 Summary Compensation Table

    | g) | Perquisites for Mr. Bauer and Mr. Kraemer consist of financial and tax preparation services, attendance at Company and industry events for a family member, blanket travel insurance for personal travel, tickets to sporting and entertainment events, and long-term disability contributions paid by the Company. Perquisites for Mr. Loweth consist of the same items except tickets to sporting and entertainment events. Perquisites for each other named executive officer were less than $10,000 in the aggregate. |

  126. Fiscal 2023 Summary Compensation Table

    | h) | Payments consist of $200,000 in consulting fees, $15,408 in COBRA payments, and $15,000 in life insurance premiums. After the conclusion of fiscal 2023, Ms. Camiolo earned, and the Company paid, an additional $250,000 in consulting fees. |

  127. Fiscal 2023 Summary Compensation Table

    | 60 | National Fuel Gas Company | 2024 PROXY STATEMENT |

  128. Grants of Plan-Based Awards in Fiscal 2023

    Grants of Plan-Based Awards in Fiscal 2023 The following table sets forth information with respect to plan-based annual incentive award opportunities, performance shares and restricted stock units granted to the named executive officers during fiscal 2023.

  129. Grants of Plan-Based Awards in Fiscal 2023

    | | | | ESTIMATED POSSIBLE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS | | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS | | | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR | GRANT DATE FAIR VALUE OF STOCK AND OPTION | | NAME | NOTE | GRANT DATE | THRESHOLD ($) | TARGET ($) | MAXIMUM ($) | THRESHOLD (#) | TARGET (#) | MAXIMUM (#) | UNITS (#) | AWARDS ($)(1) | | David P. Bauer | (2) | 12/1/22 | 532,359 | 1,281,250 | 2,000,000 | | | | | | | | (3) | 12/1/22 | | | | 9,962 | 19,924 | 39,848 | | 1,200,093 | | | (4) | 12/1/22 | | | | 5,270 | 19,924 | 39,848 | | 1,371,369 | | | (5) | 12/1/22 | | | | 1,272 | 2,544 | 5,088 | | 152,033 | | | (6) | 12/1/22 | | | | | | | 20,536 | 1,276,048 | | Karen M. Camiolo | (2) | 12/1/22 | 94,059 | 226,375 | 388,346 | | | | | | | | (3) | 12/1/22 | | | | 1,502 | 3,003 | 6,006 | | 180,881 | | | (4) | 12/1/22 | | | | 795 | 3,003 | 6,006 | | 206,696 | | | (5) | 12/1/22 | | | | 125 | 250 | 500 | | 14,940 | | Timothy J. Silverstein | (3) | 12/1/22 | | | | 422 | 844 | 1,688 | | 50,837 | | | (4) | 12/1/22 | | | | 224 | 844 | 1,688 | | 58,093 | | | (5) | 12/1/22 | | | | 54 | 108 | 216 | | 6,454 | | | (6) | 12/1/22 | | | | | | | 870 | 54,059 | | Ronald C. Kraemer | (2) | 12/1/22 | 330,683 | 798,750 | 1,369,058 | | | | | | | | (3) | 12/1/22 | | | | 9,075 | 18,150 | 36,300 | | 1,093,239 | | | (4) | 12/1/22 | | | | 4,801 | 18,150 | 36,300 | | 1,249,265 | | | (5) | 12/1/22 | | | | 757 | 1,513 | 3,026 | | 90,419 | | Justin I. Loweth | (2) | 12/1/22 | 257,138 | 634,125 | 1,144,913 | | | | | | | | (3) | 12/1/22 | | | | 5,452 | 10,904 | 21,808 | | 656,787 | | | (4) | 12/1/22 | | | | 2,885 | 10,904 | 21,808 | | 750,522 | | | (5) | 12/1/22 | | | | 696 | 1,392 | 2,784 | | 83,188 | | | (6) | 12/1/22 | | | | | | | 11,239 | 698,358 | | Donna L. DeCarolis | (2) | 12/1/22 | 207,214 | 532,000 | 898,814 | | | | | | | | (3) | 12/1/22 | | | | 3,870 | 7,739 | 15,478 | | 466,148 | | | (4) | 12/1/22 | | | | 2,047 | 7,739 | 15,478 | | 532,675 | | | (5) | 12/1/22 | | | | 323 | 645 | 1,290 | | 38,546 |

  130. Grants of Plan-Based Awards in Fiscal 2023

    | (1) The equity award values reflect the fair value of performance shares and, where applicable, RSUs at the date of grant, computed in accordance with FASB ASC Topic 718. For performance shares, values are based on the probable outcome of the applicable performance condition. Refer to Note A under the heading “Stock-Based Compensation” and Note H under the heading “Stock Award Plans” in the Company’s financial statements in its 2023 Form 10-K. |

  131. Grants of Plan-Based Awards in Fiscal 2023

    | (2) This row represents the annual cash incentive opportunity set in fiscal 2023. Each of the named executive officers other than Mr. Silverstein participated in the At Risk Plan. Mr. Silverstein’s annual cash incentive opportunity was set prior to the time he was designated an executive officer. His target opportunity was set by the CEO as a general guide, with his payment amount to be determined at the discretion of the CEO. The amounts actually paid for fiscal 2023 are set forth in the Fiscal 2023 Summary Compensation Table under the “Non-Equity Incentive Plan Compensation” column or, for Mr. Silverstein, in the “Bonus” column. Please refer to the Compensation Discussion and Analysis for additional information about applicable performance conditions. |

  132. Grants of Plan-Based Awards in Fiscal 2023

    | (3) The ROC performance shares awarded to named executive officers on December 1, 2022 generally vest at the end of a three-year performance cycle (October 1, 2022 through September 30, 2025), subject to the achievement of a performance condition tied to relative total return on capital. Please refer to the narrative disclosure under the “Long-Term Incentive Compensation” section within this proxy statement for additional information on the performance condition and vesting terms. |

  133. Grants of Plan-Based Awards in Fiscal 2023

    | (4) The TSR performance shares awarded to named executive officers on December 1, 2022 generally vest at the end of a three-year performance cycle (October 1, 2022 through September 30, 2025), subject to the achievement of a performance condition tied to relative total shareholder return. The threshold number represents a payout of approximately 26.45% of the target opportunity (rounded up to the nearest whole share), which would result from performance at approximately the 35.29 percentile. Performance at that percentile would be the lowest achievable percentile above the 30th percentile, assuming no changes to the 17-member peer group. Please refer to the narrative disclosure under the “Long-Term Incentive Compensation” section within this proxy statement for additional information on the performance condition and vesting terms. |

  134. Grants of Plan-Based Awards in Fiscal 2023

    | (5) The ESG performance shares awarded to named executive officers on December 1, 2022 generally vest at the end of a three-year performance cycle (January 1, 2023 through December 31, 2025), subject to the achievement of a performance condition tied to reductions in GHG emissions and methane intensity levels. Please refer to the narrative disclosure under the “Long-Term Incentive Compensation” section within this proxy statement for additional information on the performance condition and vesting terms. |

  135. Grants of Plan-Based Awards in Fiscal 2023

    | (6) The RSUs awarded to named executive officers on December 1, 2022 vest in one-third increments on the first three anniversaries of the date of grant, subject to continued employment with the Company. Please refer to the narrative disclosure under the “Fiscal 2023 Potential Payments Upon Termination or Change in Control” section within this proxy statement for additional information regarding vesting terms. |

  136. Grants of Plan-Based Awards in Fiscal 2023

    | National Fuel Gas Company | 2024 PROXY STATEMENT | 61 |

  137. Outstanding Equity Awards at Fiscal 2023 Year-End

    Outstanding Equity Awards at Fiscal 2023 Year-End The following table sets forth, on an award-by-award basis for each of the named executive officers, the number and market value of outstanding equity awards (RSUs and performance shares) as of September 30, 2023.

  138. Outstanding Equity Awards at Fiscal 2023 Year-End

    | | | STOCK AWARDS | | | | | NAME | GRANT DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#)(1) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($)(1) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#)(2) | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($)(2) | | David P. Bauer | 12/10/20(3) | | | 59,114 | 3,068,608 | | | 12/10/20(4) | | | 29,557 | 1,534,304 | | | 12/10/20(5) | 9,856 | 511,625 | | | | | 12/2/21(3) | | | 37,248 | 1,933,544 | | | 12/2/21(4) | | | 717 | 37,221 | | | 12/2/21(6) | | | 1,189 | 61,721 | | | 12/2/21(5) | 12,776 | 663,202 | | | | | 12/1/22(3) | | | 39,848 | 2,068,510 | | | 12/1/22(4) | | | 1,245 | 64,641 | | | 12/1/22(6) | | | 1,272 | 66,030 | | | 12/1/22(5) | 20,536 | 1,066,024 | | | | Karen M. Camiolo | 12/10/20(3) | | | 5,554 | 288,308 | | | 12/10/20(4) | | | 2,777 | 144,154 | | | 12/2/21(3) | | | 3,302 | 171,407 | | | 12/2/21(4) | | | 64 | 3,300 | | | 12/2/21(6) | | | 58 | 2,985 | | | 12/1/22(3) | | | 1,160 | 60,216 | | | 12/1/22(4) | | | 36 | 1,882 | | | 12/1/22(6) | | | 14 | 701 | | Timothy J. Silverstein | 12/4/18(5) | 300 | 15,573 | | | | | 12/9/19(5) | 600 | 31,146 | | | | | 12/10/20(3) | | | 1,552 | 80,564 | | | 12/10/20(4) | | | 776 | 40,282 | | | 12/10/20(5) | 259 | 13,445 | | | | | 12/2/21(3) | | | 1,672 | 86,794 | | | 12/2/21(4) | | | 32 | 1,671 | | | 12/2/21(6) | | | 54 | 2,777 | | | 12/2/21(5) | 574 | 29,796 | | | | | 12/1/22(3) | | | 1,688 | 87,624 | | | 12/1/22(4) | | | 53 | 2,738 | | | 12/1/22(6) | | | 54 | 2,803 | | | 12/1/22(5) | 870 | 45,162 | | |

  139. Outstanding Equity Awards at Fiscal 2023 Year-End

    | 62 | National Fuel Gas Company | 2024 PROXY STATEMENT |

  140. Outstanding Equity Awards at Fiscal 2023 Year-End

    | | | STOCK AWARDS | | | | | NAME | GRANT DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#)(1) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($)(1) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#)(2) | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($)(2) | | Ronald C. Kraemer | 12/10/20(3) | | | 21,824 | 1,132,884 | | | 12/10/20(4) | | | 10,912 | 566,442 | | | 12/2/21(3) | | | 31,654 | 1,643,159 | | | 12/2/21(4) | | | 609 | 31,631 | | | 12/2/21(6) | | | 660 | 34,235 | | | 12/1/22(3) | | | 36,300 | 1,884,333 | | | 12/1/22(4) | | | 1,134 | 58,885 | | | 12/1/22(6) | | | 757 | 39,270 | | Justin I. Loweth | 12/10/20(3) | | | 10,806 | 560,939 | | | 12/10/20(4) | | | 5,403 | 280,470 | | | 12/10/20(5) | 1,802 | 93,542 | | | | | 12/2/21(3) | | | 17,898 | 929,085 | | | 12/2/21(4) | | | 345 | 17,885 | | | 12/2/21(6) | | | 572 | 29,667 | | | 12/2/21(5) | 6,130 | 318,208 | | | | | 12/1/22(3) | | | 21,808 | 1,132,053 | | | 12/1/22(4) | | | 682 | 35,377 | | | 12/1/22(6) | | | 696 | 36,129 | | | 12/1/22(5) | 11,239 | 583,416 | | | | Donna L. DeCarolis | 12/10/20(3) | | | 14,548 | 755,187 | | | 12/10/20(4) | | | 7,274 | 377,593 | | | 12/10/20(5) | 2,426 | 125,934 | | | | | 12/2/21(3) | | | 14,860 | 771,383 | | | 12/2/21(4) | | | 286 | 14,849 | | | 12/2/21(6) | | | 310 | 16,066 | | | 12/1/22(3) | | | 15,478 | 803,463 | | | 12/1/22(4) | | | 484 | 25,108 | | | 12/1/22(6) | | | 323 | 16,741 |

  141. Outstanding Equity Awards at Fiscal 2023 Year-End

    | (1) RSUs generally vest in one-third increments on the first, second and third anniversaries of the date of grant, except that the RSUs awarded to Mr. Silverstein on December 6, 2017 and December 4, 2018 generally vest in one-third increments on the third, fourth and fifth anniversaries of the date of grant. The market value represents the number of unvested RSUs multiplied by the closing market price ($51.91) of the Common Stock as of September 29, 2023. |

  142. Outstanding Equity Awards at Fiscal 2023 Year-End

    | (2) The ROC performance shares and TSR performance shares awarded on December 10, 2020, December 2, 2021 and December 1, 2022 generally vest after the end of three-year performance cycles ending September 30, 2023, September 30, 2024 and September 30, 2025, respectively, subject to the achievement of a performance condition based on relative ROC or relative TSR. The ESG performance shares awarded on December 2, 2021 and December 1, 2022 generally vest after the end of three-year performance cycles ending December 31, 2024 and December 31, 2025, respectively, subject to the achievement of a performance condition based on reductions in GHG emissions and methane intensity levels. |

  143. Outstanding Equity Awards at Fiscal 2023 Year-End

    | Estimated performance through September 30, 2023 for each of the ROC performance share awards was above target and below maximum. Accordingly, the estimated number of unearned ROC performance shares is reported at the maximum amount of 200%. |

  144. Outstanding Equity Awards at Fiscal 2023 Year-End

    | Estimated performance through September 30, 2023 for the TSR performance shares awarded on December 10, 2020 was above threshold and below target. Accordingly, the estimated number of unearned TSR performance shares awarded on that date is reported at the target amount of 100%. Estimated |

  145. Outstanding Equity Awards at Fiscal 2023 Year-End

    | National Fuel Gas Company | 2024 PROXY STATEMENT | 63 |

  146. Outstanding Equity Awards at Fiscal 2023 Year-End

    | performance through September 30, 2023 for the TSR performance shares awarded on December 2, 2021 and December 1, 2022 was below threshold. Accordingly, the estimated number of unearned TSR performance shares awarded on those dates is reported at the threshold amount. |

  147. Outstanding Equity Awards at Fiscal 2023 Year-End

    | Estimated performance through December 31, 2022 for the ESG performance shares awarded on December 2, 2021 was below threshold. Accordingly, the estimated number of unearned ESG performance shares awarded on that date is reported at the threshold amount. The estimated number of unearned ESG performance shares awarded on December 1, 2022 is reported at the threshold amount of 50%, as performance data is not yet available for the first year of the three-year performance cycle. |

  148. Outstanding Equity Awards at Fiscal 2023 Year-End

    | As explained in the CD&A, actual performance over the full three-year performance cycle could result in a payout lesser or greater than 100%. The market value of the unearned performance shares represents the estimated number of shares set forth in the table multiplied by the closing market price of the Common Stock as of September 29, 2023 ($51.91). Please refer to the narrative disclosure under the “Long-Term Incentive Compensation” section within this proxy statement for additional information on the performance conditions and vesting terms. |

  149. Outstanding Equity Awards at Fiscal 2023 Year-End

    | (3) ROC performance shares. |

  150. Outstanding Equity Awards at Fiscal 2023 Year-End

    | (4) TSR performance shares. |

  151. Outstanding Equity Awards at Fiscal 2023 Year-End

    | (5) RSUs. |

  152. Outstanding Equity Awards at Fiscal 2023 Year-End

    | (6) ESG performance shares. |

  153. Option Exercises and Stock Vested in Fiscal 2023

    Option Exercises and Stock Vested in Fiscal 2023 The following table sets forth, as to each named executive officer, information with respect to RSUs and performance shares vested during the fiscal year, including any amounts deferred at the named executive officer’s election pursuant to the terms of the DCP.

  154. Option Exercises and Stock Vested in Fiscal 2023

    | | STOCK AWARDS | | | NAME | NUMBER OF SHARES ACQUIRED ON VESTING (#) | VALUE REALIZED ON VESTING ($)(1) | | David P. Bauer | 69,021 | 4,417,812 | | Karen M. Camiolo | 10,089 | 659,155 | | Timothy J. Silverstein | 1,446 | 91,794 | | Ronald C. Kraemer | 19,736 | 1,294,911 | | Justin I. Loweth | 22,137 | 1,443,846 | | Donna L. DeCarolis | 22,161 | 1,447,715 |

  155. Option Exercises and Stock Vested in Fiscal 2023

    | (1) Represents the fair market value of the Common Stock on the vest date multiplied by the number of RSUs or performance shares that vested. Mr. Bauer and Mr. Kraemer each deferred the full amount of their vested shares, pursuant to the DCP. The terms of the DCP are described above under “Director Compensation.” |

  156. Option Exercises and Stock Vested in Fiscal 2023

    | 64 | National Fuel Gas Company | 2024 PROXY STATEMENT |

  157. Fiscal 2023 Pension Benefits

    Fiscal 2023 Pension Benefits The following table sets forth information with respect to the pension benefits as of September 30, 2023 of each of the named executive officers. The Company sponsors a non-qualified executive retirement plan and a qualified retirement plan, and also provides a retirement-related benefit under a non-qualified tophat plan. The named executive officers participate in these benefits to the extent indicated below.

  158. Fiscal 2023 Pension Benefits

    | NAME | PLAN NAME | NUMBER OF YEARS CREDITED SERVICE (#)(1) | PRESENT VALUE OF ACCUMULATED BENEFIT ($)(1) | PAYMENTS DURING LAST FISCAL YEAR ($) | | David P. Bauer | Executive Retirement Plan | — | — | — | | | Retirement Plan | 21 | 822,829 | 0 | | | Retirement-Related Tophat | 21 | 4,847,252 | 0 | | Karen M. Camiolo | Executive Retirement Plan | — | — | — | | | Retirement Plan | 28 | 1,438,809 | 49,777 | | | Retirement-Related Tophat | 28 | 2,017,327 | 0 | | Timothy J. Silverstein | Executive Retirement Plan | — | — | — | | | Retirement Plan | — | — | — | | | Retirement-Related Tophat | — | — | — | | Ronald C. Kraemer | Executive Retirement Plan | 40 | 7,585,926 | 0 | | | Retirement Plan | 40 | 1,854,974 | 0 | | | Retirement-Related Tophat | — | — | — | | Justin I. Loweth | Executive Retirement Plan | — | — | — | | | Retirement Plan | — | — | — | | | Retirement-Related Tophat | — | — | — | | Donna L. DeCarolis | Executive Retirement Plan | 40 | 7,313,031 | 0 | | | Retirement Plan | 40 | 2,042,408 | 0 | | | Retirement-Related Tophat | — | — | — |

  159. Fiscal 2023 Pension Benefits

    | (1) For actuarial assumptions, please refer to Note K, Retirement Plan and Other Post-Retirement Benefits, to the Company’s 2022 Form 10-K. The Executive Retirement Plan recognizes participants’ first year of service, but the National Fuel Gas Company Retirement Plan excludes the first year. Benefit service under each plan is capped at 40 years, but Mr. Kraemer had 45 years of service with the Company as of September 30, 2023. |

  160. Fiscal 2023 Pension Benefits

    Retirement Plan The National Fuel Gas Company Retirement Plan (the “Retirement Plan”) is a tax-qualified defined benefit plan. The base benefit under the Retirement Plan is a life annuity that is calculated by multiplying the employee’s final average pay by 1.5% and then multiplying such product by the employee’s years of credited service up to a maximum of 40 years. Final average pay is the average of the participant’s total pay during the five consecutive years of highest pay from the last ten years of participation. Total pay only includes base salary, certain lump sum payments, and annual At Risk Plan and EACIP payments. Credited service is the period that an employee is a participant in the Retirement Plan and receives pay from the Company or one of its participating subsidiaries. The Retirement Plan provides unreduced retirement benefits at or after age 65, or, for participants with at least ten years of service, at or after age 60. Participants may otherwise retire with no reduction in their accrued benefit on or after the date on which the sum of their age plus years of service equals ninety (“rule of 90”). Participants who are at least age 55 with 10 years of service and who do not meet the rule of 90 are eligible for and may commence early retirement with a benefit reduction of 0.4167% per whole month prior to age 60. The Retirement Plan does not permit the granting of extra years of credited service to the participants. The retirement benefit is available as a single life annuity or in various other annuity forms, including joint and survivor and term-certain annuities. All are calculated on an actuarially equivalent basis using a 6% interest rate and the RP-2014 Mortality Table for healthy annuitants blended 50% male and 50% female. Ms. Camiolo, Mr. Kraemer and Ms. DeCarolis are currently eligible for an unreduced benefit. Mr. Bauer is a participant in the Retirement Plan but is not yet eligible for either an unreduced or reduced retirement benefit. Mr. Loweth is not a participant in the Retirement Plan.

  161. Fiscal 2023 Pension Benefits

    | National Fuel Gas Company | 2024 PROXY STATEMENT | 65 |

  162. Fiscal 2023 Pension Benefits

    Executive Retirement Plan The National Fuel Gas Company and Participating Subsidiaries Executive Retirement Plan (the “ERP”) is a non-qualified defined benefit plan. Although the CEO of the Company is authorized to designate participants in the ERP, no such designation has occurred since 2001. The ERP provides a two-part benefit: a tophat benefit and a supplemental benefit. The tophat benefit makes an ERP participant whole for any reduction in the regular pension he or she receives under the Retirement Plan resulting from Internal Revenue Code limitations. The supplemental benefit provides an additional retirement benefit to the Retirement Plan. Participants in the Retirement Plan who are not designated to participate in the ERP will receive a retirement-related tophat benefit under a separate Tophat Plan (discussed below under “Fiscal 2021 Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans”), if appropriate based on the Internal Revenue Code limitations. The tophat benefit under the ERP vests in the same manner and subject to the same service requirements that apply to the Retirement Plan. The supplemental benefit under the ERP vests at age 55 and completion of five years of credited service. An ERP participant who vests in the tophat benefit, but does not vest in the supplemental benefit, receives only a tophat benefit. An ERP participant who is vested in both the tophat benefit and the supplemental benefit and who terminates service with the Company before age 65 receives the tophat benefit and a portion of the supplemental benefit that is based upon the participant’s age and years of credited service. For the ERP, credited service is the number of years the participant has been employed by the Company or one of its participating subsidiaries, not to exceed 40 years. The tophat benefit is stated as a life annuity that is calculated as the difference between (a) the benefit the ERP participant would have received under the Retirement Plan but for the limitations imposed by the Internal Revenue Code, and (b) the base benefit the participant receives under the Retirement Plan. Assuming retirement at age 65, the supplemental benefit is stated as a life annuity that is calculated using the following formula: (a) 1.97% of final average pay for each year of service not in excess of 30 years; plus (b) 1.32% of final average pay for each of the next 10 years of service that are in excess of 30 (but not to exceed 10); minus (c) 1.25% of an assumed Social Security benefit (calculated as if the participant had no future wages) for each year of service not in excess of 40 years; minus (d) the participant’s base benefit under the Retirement Plan; minus (e) the participant’s tophat benefit. Final average pay under the ERP is the same as under the Retirement Plan, but without the compensation limitations imposed by the Internal Revenue Code. If a participant retires on or after age 62, but before age 65, the supplemental benefit is reduced by 1/2 of 1% for each whole month prior to age 65. If a participant retires before age 62, the supplemental benefit is further reduced by 1% for each whole month between age 55 years and 2 months and age 62. Furthermore, the member’s supplemental benefit shall be increased by .125% for each whole calendar month by which a member’s years of service exceed 30, subject to a maximum of 40 years. The normal form of benefit under the ERP is a four-year period certain annuity that is actuarially equivalent to the lump-sum present value (calculated using the most recently published mortality table that is generally accepted by American actuaries and reasonably applicable to the ERP, and a six percent discount rate) of the sum of the participant’s tophat benefit and supplemental benefit (if the participant is vested therein). Other available forms of payment include single life, ten-year period certain and life, and joint and survivor annuities.

  163. Fiscal 2023 Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans

    Fiscal 2023 Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans The Company maintains a non-qualified tophat plan (the “Tophat Plan”) that provides restoration of benefits lost under the Retirement Plan (see Fiscal 2023 Pension Benefits) and/or the Tax-Deferred Savings Plan (the 401(k) plan) due to the effect of Internal Revenue Code limits. See notes (b) and (c) under the All Other Compensation table that follows the Fiscal 2023 Summary Compensation Table. The Company pays the 401(k) tophat benefit and the RSA tophat benefit under the Tophat Plan no later than March 15 of the calendar year following the year in which the benefits were earned.

  164. Fiscal 2023 Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans

    | 66 | National Fuel Gas Company | 2024 PROXY STATEMENT |

  165. Fiscal 2023 Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans

    The Company also maintains a deferred compensation plan for directors and officers (the DCP), as described above under “Director Compensation.” The following table reflects the contributions, earnings or loss, distributions and total balance of the 401(k) and RSA benefits under the Tophat Plan and, for Mr. Bauer, Mr. Kraemer and Ms. DeCarolis, the DCP:

  166. Fiscal 2023 Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans

    | | FISCAL 2023 NONQUALIFIED DEFERRED COMPENSATION | | | | | | NAME | EXECUTIVE CONTRIBUTIONS IN LAST FY ($)(1) | REGISTRANT CONTRIBUTIONS IN LAST FY ($)(1) | AGGREGATE EARNINGS (LOSS) IN LAST FY ($)(2) | AGGREGATE WITHDRAWALS/ DISTRIBUTIONS ($)(3) | AGGREGATE BALANCE AT LAST FYE ($)(4) | | David P. Bauer — Tophat Plan | 0 | 121,641 | 0 | 137,142 | 111,516 | | — DCP | 4,260,997 | 0 | (721,995) | 0 | 3,539,002 | | Karen M. Camiolo — Tophat Plan | 0 | 12,815 | 0 | 26,099 | 10,700 | | Timothy J. Silverstein — Tophat Plan | 0 | 25,067 | 0 | 14,400 | 25,067 | | Ronald C. Kraemer — Tophat Plan | 0 | 83,039 | 0 | 87,650 | 75,914 | | — DCP | 1,448,605 | 0 | (217,503) | 0 | 1,436,085 | | Justin I. Loweth — Tophat Plan | 0 | 61,554 | 0 | 64,975 | 53,054 | | Donna L. DeCarolis — Tophat Plan | 0 | 55,156 | 0 | 59,400 | 49,981 | | — DCP | 106,400 | 0 | 9,110 | 0 | 221,125 |

  167. Fiscal 2023 Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans

    | (1) The following amounts reported in the Executive Contributions column are also included in amounts reported in the Salary column of the Fiscal 2023 Summary Compensation Table: Mr. Kraemer, $199,688; Ms. DeCarolis, $106,400. All amounts reported in the Registrant Contributions column are also included in amounts reported in the All Other Compensation column of the Fiscal 2023 Summary Compensation Table; refer to notes (b) and (c) to the All Other Compensation table. |

  168. Fiscal 2023 Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans

    | (2) This column represents the net earnings or loss during the fiscal year for the DCP. The earnings include above-market earnings associated with Moody’s Average Corporate Bond Yield of $2,738 for Mr. Kraemer and $1,427 for Ms. DeCarolis, which amounts are reflected in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column of the Fiscal 2023 Summary Compensation Table. |

  169. Fiscal 2023 Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans

    | (3) This column includes the distribution, in January 2023, of the 401(k) and RSA benefits under the Tophat Plan for the calendar year ended December 31, 2022. No withdrawals or distributions were made with respect to the DCP. |

  170. Fiscal 2023 Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans

    | (4) This column includes the balance of the 401(k) and RSA benefits under the Tophat Plan for each named executive officer and the DCP balance for Mr. Bauer, Mr. Kraemer and Ms. DeCarolis. The amounts in this column previously reported as compensation to the named executive officers in the Summary Compensation Table for previous years are as follows: Mr. Kraemer, $201,513; Ms. DeCarolis, $103,852. |

  171. Fiscal 2023 Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans

    | National Fuel Gas Company | 2024 PROXY STATEMENT | 67 |

  172. Fiscal 2023 Potential Payments Upon Termination or Change in Control

    Fiscal 2023 Potential Payments Upon Termination or Change in Control The information below describes and quantifies certain compensation that would become payable under existing plans and arrangements if the named executive officers’ employment (except in the case of Ms. Camiolo) had terminated on September 29, 2023 (the last business day of the Company’s fiscal year), assuming each named executive officer’s compensation and service levels as of that date and, if applicable, based on the closing price of the Common Stock on that date ($51.91 per share). These benefits are in addition to benefits available generally to most salaried employees. Due to the number of factors that affect the nature and amount of any benefit provided upon the events discussed below, any actual amounts paid or distributed in the future may be different from the amounts contained in the following tables. Factors that could affect these amounts include the timing during the year of any such event, the market value of the Common Stock and the named executive officer’s age.

  173. Employment Continuation and Noncompetition Agreement

    Employment Continuation and Noncompetition Agreement Pursuant to each named executive officer’s Employment Continuation and Noncompetition Agreement with the Company, if there is a change in control, and the named executive officer remains employed thereafter, the named executive officer’s annual salary and employee benefits are preserved for at least three years at the levels then in effect. The agreement also provides for a severance benefit and the continuation of health, welfare and fringe benefits, as described below. Severance Benefit — In the event of termination of a named executive officer within three years of a change in control without cause or by the named executive officer for good reason, the named executive officer is entitled to a single lump sum cash payment equal to 1.99 times the sum of the named executive officer’s annual base salary and the average of the annual cash bonus for the previous two fiscal years. The 1.99 multiplier is reduced on a pro-rata basis if termination occurs between age 62 and age 65, at which point no amount is payable. The named executive officers are also entitled to their base salary through the date of termination and to any vested benefits under the employee benefit plans, including any compensation previously deferred and not yet paid and any amounts payable pursuant to any agreement with the named executive officer. The following table represents the estimated severance benefit payable as a lump sum payment.

  174. Employment Continuation and Noncompetition Agreement

    | NAME | PAYMENT ($) | NAME | PAYMENT ($) | | David P. Bauer | 5,090,498 | Justin I. Loweth | 2,536,619 | | Timothy J. Silverstein | 1,014,900 | Donna L. DeCarolis | 722,680 | | Ronald C. Kraemer | N/A | | |

  175. Employment Continuation and Noncompetition Agreement

    “Cause” means the named executive’s gross misconduct, fraud or dishonesty, which has resulted or is likely to result in material economic damage to the Company or its subsidiaries as determined in good faith by a vote of at least two-thirds of the non-employee directors of the Company at a meeting of the Board. “Change in control” generally occurs when: (a) any person (as such term is used in Section 13(d) of the 1934 Act) is the beneficial owner, directly or indirectly, of 20% or more of the outstanding stock of the Company; (b) a consolidation or merger occurs and the persons who, immediately prior to the consolidation or merger, held the capital stock of the Company do not hold, immediately following, (i) the same proportionate ownership of common stock of the surviving corporation (where the Company is not the surviving corporation), or (ii) at least a majority of the common stock of the Company (where the Company is the surviving corporation); (c) there is any sale, lease, exchange or other transfer of all or substantially all the assets of the Company; or (d) there is a change in the majority of the members of the Board of Directors of the Company within a 24-month period, unless the election or nomination for election by the Company’s stockholders of each new director was approved by the vote of at least two-thirds of the directors then still in office who were in office at the beginning of the 24-month period. However, Mr. Loweth’s agreement provides, in place of the above, that a change in control occurs if the Company ceases to own more than 50% ownership of Seneca, or if the Company sells, leases, exchanges or otherwise transfers all or substantially all the assets of Seneca. “Good reason” means there is a material diminution in the named executive officer’s responsibilities, base compensation or budget, or in the responsibilities of the person to whom the named executive officer is required to report. “Good reason” also means a requirement that the named executive officer relocate to an office outside the United States or more than 30 miles from the location at which the executive performed his services immediately prior to the change in control, or any other action or inaction that constitutes a material breach by the Company of the agreement. The Company has a period of 30 days to cure any acts which would otherwise give the executive the right to terminate his employment for good reason.

  176. Employment Continuation and Noncompetition Agreement

    | 70 | National Fuel Gas Company | 2024 PROXY STATEMENT |

  177. Employment Continuation and Noncompetition Agreement

    Continuation of Health, Welfare and Fringe Benefits — In addition to the severance payment, named executive officers who have not reached age 65 will be entitled to continued participation in the Company’s employee and executive health, welfare and fringe benefit plans and arrangements, excluding any vacation benefits, for eighteen months following termination (or, in the case of Mr. Loweth, until the end of the second calendar year following termination for purposes of any non-health-related benefit) or until the named executive officer becomes eligible for comparable benefits at a subsequent employer. The estimated value of the continuation of health benefits due to a qualifying termination of employment of an eligible named executive officer following a change in control is $45,743 for family coverage. This amount was based on 18 months of COBRA rates for the medical, drug and dental benefits. In fiscal 2023, among the named executive officers eligible for the continuation of benefits under the Employment Continuation and Noncompetition Agreement, Mr. Bauer, Mr. Silverstein, Mr. Loweth and Ms. DeCarolis participated in an arrangement providing for an allowance related to tax preparation and financial planning, and Mr. Bauer and Ms. DeCarolis each received a payment for life insurance under the ExecutiveLife Insurance Plan. The estimated value of the continuation of these benefits at the same rates for eighteen months is as follows: Mr. Bauer, $20,663; Mr. Silverstein, $5,668; Mr. Loweth, $22,341; and Ms. DeCarolis, $21,000. The Employment Continuation and Noncompetition Agreements also provide as follows: Retirement — Except for Mr. Loweth, if the named executive officer is at least fifty-two years old at the date of termination, the named executive officer will be deemed to have earned and be vested in the retirement benefits that are payable to the named executive officer under the Company retirement plans. Termination for Cause or the Executive Voluntarily Terminates — If the named executive officer’s employment is terminated for cause, death, disability, or the named executive officer voluntarily terminates his or her employment other than for good reason, the named executive officer will not be entitled to the severance benefit discussed above. The named executive officer (or his or her beneficiary) will be entitled to his or her base salary through the date of termination and to any vested benefits under the employee benefit plans, including any compensation previously deferred and not yet paid and any amounts payable pursuant to any agreement between the named executive officer and the Company. The named executive officer will also be entitled to any other benefits provided in the Company’s plans for death or disability. Non-competition — Unless the named executive officer has elected not to be bound by the non-compete provisions of the agreement, the Company will make a lump sum payment within 30 days following the named executive officer’s date of termination equal to one times the sum of (i) the named executive officer’s annual base salary and (ii) the average of the annual cash bonus for the previous two fiscal years. The non-compete payment will not be paid to the named executive officer if his or her employment is terminated by reason of death, disability, cause, or retirement. Under the non-compete provisions of the agreement, the named executive officer may not, during the one year period following termination, directly or indirectly engage in, become employed by, serve as an agent or consultant to, or become a partner, principal or stockholder (other than a holder of less than 1% of the outstanding voting shares of any publicly held company) of any business or entity that is engaged in any activity which is competitive with the business of the Company or its subsidiaries or affiliates in any geographic area in which the Company or its subsidiaries are engaged in competitive business. The following table represents the estimated non-compete payment payable upon termination following a change in control as compensation for the covenant not to compete for all forms of termination except for death, disability, cause or retirement.

  178. Employment Continuation and Noncompetition Agreement

    | NAME | PAYMENT ($) | NAME | PAYMENT ($) | | David P. Bauer | 2,558,039 | Justin I. Loweth | 1,274,683 | | Timothy J. Silverstein | 510,000 | Donna L. DeCarolis | 1,303,789 | | Ronald C. Kraemer | 1,697,649 | | |

  179. National Fuel Gas Company and Participating Subsidiaries Executive Retirement Plan (the “ERP”)

    National Fuel Gas Company and Participating Subsidiaries Executive Retirement Plan (the “ERP”) Mr. Kraemer and Ms. DeCarolis are participants in the ERP. Under the ERP, no benefits will be payable to a named executive officer whose employment is terminated or could have been terminated for serious, willful misconduct in respect of his or her obligations to the Company, including the commission of a felony or a perpetration of a common law fraud damaging to the Company. In addition, except when a change in control has already occurred, rights under the ERP are forfeited if the named executive officer is employed by anyone who engages in a business competitive with the Company; engages, or advises or assists

  180. National Fuel Gas Company and Participating Subsidiaries Executive Retirement Plan (the “ERP”)

    | National Fuel Gas Company | 2024 PROXY STATEMENT | 71 |

  181. National Fuel Gas Company and Participating Subsidiaries Executive Retirement Plan (the “ERP”)

    others engaged in such business; endeavors to interfere with the relations between the Company and any customer; or engages in any activity the committee administering the ERP (“ERP Committee”) deems detrimental to the Company’s best interests. From and after 60 days following cessation of such activity by the named executive officer and provision of written notice to the ERP Committee, the right to receive benefits under the ERP will be restored, unless the ERP Committee determines that the prior activity caused substantial damage to the Company. The following table gives the estimated value of the first payment payable under the ERP that would have been due for all forms of termination except for death or termination for cause.

  182. National Fuel Gas Company and Participating Subsidiaries Executive Retirement Plan (the “ERP”)

    | NAME | PAYMENT ($) | | Ronald C. Kraemer | 2,065,647 | | Donna L. DeCarolis | 1,991,355 |

  183. National Fuel Gas Company and Participating Subsidiaries Executive Retirement Plan (the “ERP”)

    The default form of benefit payment to the named executive officers is a four-year certain annuity; therefore, if a payment is shown above, three additional payments of the same amount would be made under the ERP, one in each of the next three years as elected by the named executive officer. If termination is due to death, a reduced payment will be calculated as a straight life annuity payment to the named executive officer’s surviving spouse/beneficiary until his or her death. The first annualized reduced payment would be $344,971 for Mr. Kraemer and $261,035 for Ms. DeCarolis.

  184. National Fuel Gas Company Deferred Compensation Plan for Directors and Officers

    National Fuel Gas Company Deferred Compensation Plan for Directors and Officers Payment of benefits to a participant in the DCP commences in January of the year following the participant’s retirement or other separation from service. Upon enrollment in the DCP, participants elect to receive payments in a lump sum or in five, ten or fifteen annual installments. The following table gives the estimated value of benefits payable under the DCP as of September 30, 2023.

  185. National Fuel Gas Company Deferred Compensation Plan for Directors and Officers

    | NAME | PAYMENT ($) | | David P. Bauer | 3,539,002 | | Ronald C. Kraemer | 1,436,085 | | Donna L. DeCarolis | 221,125 |

  186. Summary of Potential Payments Upon Termination or Change in Control

    Summary of Potential Payments Upon Termination or Change in Control The following table provides estimated values of total benefits for each named executive officer if termination had occurred on September 29, 2023. As disclosed in the table above under “National Fuel Gas Company and Participating Subsidiaries Executive Retirement Plan (the “ERP”),” the ERP benefit included in the following estimated values represents the first payment due upon termination.

  187. Summary of Potential Payments Upon Termination or Change in Control

    | | POTENTIAL PAYMENTS UPON TERMINATION OTHER THAN IN CONNECTION WITH A CHANGE IN CONTROL | | | | POTENTIAL PAYMENTS UPON TERMINATION FOLLOWING A CHANGE IN CONTROL | | | | EXECUTIVE BENEFITS AND PAYMENTS UPON TERMINATION FOR: | VOLUNTARY TERMINATION ($) | RETIREMENT ($)(1) | DEATH ($) | DISABILITY ($) | COMPANY TERMINATES WITHOUT CAUSE AND/OR EXECUTIVE TERMINATES FOR GOOD REASON ($) | COMPANY TERMINATES FOR CAUSE ($) | EXECUTIVE TERMINATES VOLUNTARILY OTHER THAN FOR GOOD REASON ($) | | David P. Bauer | 3,570,952 | N/A | 11,043,531 | 11,043,531 | 20,932,474 | 6,128,991 | 8,369,842 | | Timothy J. Silverstein | 1,667 | N/A | 332,464 | 332,464 | 2,002,643 | 511,667 | 646,789 | | Ronald C. Kraemer | 3,523,107 | 6,493,657 | 4,772,980 | 6,493,657 | 10,082,679 | 3,155,109 | 5,220,756 | | Justin I. Loweth | 25,875 | N/A | 2,658,577 | 2,658,577 | 7,681,277 | 1,300,558 | 2,295,725 | | Donna L. DeCarolis | 2,227,780 | 3,826,838 | 2,222,451 | 3,952,771 | 6,877,253 | 1,540,214 | 3,657,502 |

  188. Summary of Potential Payments Upon Termination or Change in Control

    | (1) “Retirement” will be “N/A” if the named executive officer was not eligible to retire on September 29, 2023. In that case, the Company would have accrued benefits payable to the named executive officer; the accrued amounts are included in the other columns for the different types of terminations. |

  189. CEO Pay Ratio

    CEO Pay Ratio Pursuant to SEC rules, we are providing information about the relationship of the annual total compensation of Mr. Bauer, our President and Chief Executive Officer, and the median of the annual total compensation of all of our employees other than Mr. Bauer. We identified our median employee by examining fiscal year 2023 base wages plus cash bonuses of all individuals employed by us and our consolidated subsidiaries on September 30, 2023 (other than Mr. Bauer), whether full-time, part-time, or on a seasonal or temporary basis. We annualized wages and salaries for all permanent employees, as permitted by SEC rules. Once we identified our median employee, we added together all of the elements of that employee’s compensation for fiscal 2023 in the same way that we calculate the annual total compensation of our named executive officers in the Summary Compensation Table. For the fiscal year ended September 30, 2023:

  190. CEO Pay Ratio

    | • | the median of the annual total compensation of all employees of the Company other than the CEO was reasonably estimated to be $89,046; |

  191. CEO Pay Ratio

    | • | the annual total compensation of the CEO was $7,770,302; and |

  192. CEO Pay Ratio

    | • | based on this information, the ratio of the annual total compensation of the CEO to the median of the annual total compensation of all other employees is estimated to be 87 to 1. |

  193. CEO Pay Ratio

    | National Fuel Gas Company | 2024 PROXY STATEMENT | 73 |

  194. Pay Versus Performance

    Pay Versus Performance As required by pay versus performance (“PVP”) rules adopted by the SEC in 2022 and in effect for the first time for this Proxy Statement, the following Pay Versus Performance table (“PVP Table”) provides SEC-required information about compensation for fiscal 2023 for this Proxy Statement’s named executive officers, as well as compensation for fiscal 2022 and fiscal 2021 for our named executive officers from our 2023 and 2022 Proxy Statements, respectively (each of fiscal 2021, 2022 and 2023, a “Covered Year”). We refer to all of the named executive officers covered in the PVP Table below, collectively, as the “PVP NEOs.” The PVP Table also provides information about the results for certain measures of financial performance during those same Covered Years. In reviewing this information, there are a few important things we believe you should consider:

  195. Pay Versus Performance

    | • | The information in columns (b) and (d) of the PVP Table comes directly from our Summary Compensation Tables for the relevant years, without adjustment; |

  196. Pay Versus Performance

    | • | As required by the SEC’s PVP rules, we label the information in columns (c) and (e) of the PVP Table as “compensation actually paid” (or “CAP”) to the applicable PVP NEOs. However, these CAP amounts do not necessarily reflect “take home pay” or the final compensation that our PVP NEOs actually earned or walked away with for their service in the Covered Years. Instead, the SEC’s concept of CAP reflects a combination of realized pay and realizable or accrued pay; and |

  197. Pay Versus Performance

    | • | As required by the SEC’s PVP rules, we provide information in the PVP Table below about our cumulative absolute total shareholder return (“TSR”) results, cumulative TSR results for two peer groups of companies identified in the PVP Table, and our U.S. GAAP net income results (the “External Measures”) during the Covered Years. We did not, however, actually base any compensation decisions for the PVP NEOs on, or link any PVP NEO pay to, these particular External Measures because the External Measures were not metrics used in our short-term or long-term incentive plans during the Covered Years. In particular, the index-based peer groups used for purposes of this PVP Table disclosure are different from the specific group of companies against which we evaluate relative TSR performance for our named executive officers for purposes of our TSR performance share awards, as described above in our Compensation Discussion and Analysis. As a result, we did not necessarily design our PVP NEO compensation to move in tandem with any improving, declining or steady achievement in these External Measures. |

  198. Pay Versus Performance

    | PAY VERSUS PERFORMANCE (1) | | | | | | | | | | | | | | | | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON: | | | | | | FISCAL YEAR (A) | SUMMARY COMPEN- SATION TABLE (“SCT”) TOTAL FOR PEO (B) | COMPEN- SATION ACTUALLY PAID TO PEO (C) (2) | AVERAGE SUMMARY COMPEN- SATION TABLE TOTAL FOR NON-PEO NAMED EXECUTIVE OFFICERS (D) | AVERAGE COMPEN- SATION ACTUALLY PAID TO NON-PEO NAMED EXECUTIVE OFFICERS (E) (2) | TOTAL SHARE- HOLDER RETURN (F) (3) | PEER GROUP 1 TOTAL SHARE- HOLDER RETURN (G1) (4) | Peer GROUP 2 TOTAL SHARE- HOLDER RETURN (G2) (4) | NET INCOME (H) (5) | CONSOLIDATED EBITDA (I) (6) | | 2023 | $7,770,302 | $4,659,358 | $3,023,805 | $1,497,002 | $143.57 | $113.66 | $422.57 | $476,866,000 | $1,163,000,000 | | 2022 | 6,478,426 | 9,320,539 | 3,156,151 | 3,441,188 | 164.41 | 125.85 | 358.76 | 566,021,000 | 1,227,000,000 | | 2021 | 6,951,639 | 8,840,334 | 2,995,046 | 2,157,712 | 136.37 | 123.18 | 240.01 | 363,647,000 | 996,000,000 |

  199. Pay Versus Performance

    | (1) David P. Bauer was our principal executive officer (“PEO”) for the full year for each of fiscal 2023, 2022 and 2021. For fiscal 2023, our non-PEO named executive officers are Karen M. Camiolo, Timothy J. Silverstein, Ronald C. Kraemer, Justin I. Loweth, and Donna L. DeCarolis. For fiscal 2022, our non-PEO named executive officers were Karen M. Camiolo, Ronald C. Kraemer, Justin I. Loweth, and Donna L. DeCarolis. For fiscal 2021, our non-PEO named executive officers were Karen M. Camiolo, Ronald C. Kraemer, Justin I. Loweth, Donna L. DeCarolis, John R. Pustulka, and John P. McGinnis. |

  200. Pay Versus Performance

    | 74 | National Fuel Gas Company | 2024 PROXY STATEMENT |

  201. Pay Versus Performance

    | (2) For each Covered Year, in determining both the CAP to our PEO and the average CAP to our non-PEO named executive officers (“Other PVP NEOs”) for purposes of this PVP Table, we deducted from or added back to the total amounts of compensation reported in column (b) and column (d) for such Covered Year the following amounts: |

  202. Pay Versus Performance

    | | FY2023 | | FY2022 | FY2021 | | For David P. Bauer: | | | | | | SCT Total | | 7,770,302 | $6,478,426 | $6,951,639 | | - change in actuarial present value of pension benefits | | 1,244,524 | $53,382 | $955,805 | | + service cost of pension benefits | | 488,376 | $466,331 | $505,031 | | - SCT “Stock Awards” column value | | 3,999,543 | $3,657,593 | $3,476,073 | | + year-end fair value of outstanding equity awards granted in Covered Year | | 2,612,689 | $3,804,384 | $4,597,336 | | +/- change in fair value of outstanding equity awards granted in prior years | ($ | 1,245,232) | $1,767,718 | $1,183,103 | | + vesting date fair value of equity awards granted and vested in Covered Year | | 0 | $0 | $0 | | +/- change in fair value of prior-year equity awards vested in Covered Year | | 277,290 | $514,655 | $35,103 | | - prior year-end fair value of prior-year equity awards forfeited in Covered Year | | 0 | $0 | $0 | | Compensation Actually Paid | | 4,659,358 | $9,320,539 | $8,840,334 | | For Other PVP NEOs (Average): | | | | | | SCT Total | | 3,023,805 | $3,156,151 | $2,995,046 | | - change in actuarial present value of pension benefits | | 596,131 | $425,991 | $799,365 | | + service cost of pension benefits | | 10,658 | $44,123 | $38,177 | | - SCT “Stock Awards” column value | | 1,246,222 | $1,340,531 | $1,118,580 | | + year-end fair value of outstanding equity awards granted in Covered Year | | 716,351 | $1,378,957 | $720,411 | | +/- change in fair value of outstanding equity awards granted in prior years | ($ | 485,715) | $458,481 | $371,562 | | + vesting date fair value of equity awards granted and vested in Covered Year | | 0 | $0 | $0 | | +/- change in fair value of prior-year equity awards vested in Covered Year | | 87,225 | $169,998 | $29,412 | | - prior year-end fair value of prior-year equity awards forfeited in Covered Year | | 12,969 | $0 | $78,951 | | Compensation Actually Paid | | 1,497,002 | $3,441,188 | $2,157,712 |

  203. Pay Versus Performance

    | (3) For each Covered Year, our TSR was calculated as the yearly percentage change in our cumulative TSR on our Common Stock, measured as the quotient of (a) the sum of (i) the cumulative amount of dividends for a period beginning with our closing price on the NYSE on September 30, 2020 through and including the last day of the Covered Year (each one-year, two-year and three-year periods, a “Measurement Period”), assuming dividend reinvestment, plus (ii) the difference between our closing stock price at the end versus the beginning of the Measurement Period, divided by (b) our closing share price at the beginning of the Measurement Period. Each of these yearly percentage changes was then applied to a deemed fixed investment of $100 at the beginning of the Measurement Period to produce the Covered Year-end values of such investment as of the end of fiscal 2023, 2022 and 2021, as applicable. Because Covered Years are presented in the table in reverse chronical order (from top to bottom), the table should be read from bottom to top for purposes of understanding cumulative returns over time. |

  204. Pay Versus Performance

    | (4) For purposes of this PVP disclosure, our peer groups are the S&P Mid Cap 400 Gas Utility Index (column (g1)) and the S&P 1500 Oil & Gas Exploration & Production Index (column (g2)) (each, a “Peer Group”). For each Covered Year, Peer Group cumulative TSR was calculated based on a deemed fixed investment of $100 through the Measurement Period, assuming dividend reinvestment for the Peer Group. |

  205. Pay Versus Performance

    | (5) Net income is the amount reported in the Company’s audited financial statements for the applicable year. |

  206. Pay Versus Performance

    | (6) Consolidated EBITDA is calculated as operating income plus depreciation, depletion and amortization, plus any period-end impairment charges, excluding the effect of tax code amendments and regulatory responses thereto that impact EBITDA, any reversal of reserves for preliminary survey and investigation charges recorded in a prior fiscal year, and the impact any joint development agreement, restructuring, reorganization, acquisition, disposition, or winding down of any business unit. |

  207. Pay Versus Performance

    | National Fuel Gas Company | 2024 PROXY STATEMENT | 75 |

  208. Pay Versus Performance

    The following charts provide, across the Covered Years, a description of the relationships between (i) the CAP to the PEO and the average CAP to our Other PVP NEOs (in each case as set forth in the PVP Table above) and (ii) each of (A) our cumulative TSR and the cumulative TSR of the Peer Groups, (B) our Net Income, and (C) our Consolidated EBITDA (in each case as set forth in the PVP Table above).

  209. Pay Versus Performance

    | 76 | National Fuel Gas Company | 2024 PROXY STATEMENT |

  210. Pay Versus Performance

    The following table lists the six financial performance measures that we believe represent the most important financial performance measures (including Consolidated EBITDA) we used to link compensation actually paid to our named executive officers for fiscal 2023 to our performance:

  211. Pay Versus Performance

    | Consolidated EBITDA | | Regulated Companies EBITDA | | Seneca EBITDA | | Midstream EBITDA | | Relative TSR | | Relative ROC |

  212. Pay Versus Performance

    | National Fuel Gas Company | 2024 PROXY STATEMENT | 77 |

  213. Process for Identifying and Evaluating Nominees for Director

    Process for Identifying and Evaluating Nominees for Director 1. The Nominating/Corporate Governance Committee (the Committee) will observe the following procedures in identifying and evaluating candidates for election to the Company’s Board of Directors. 2. The Company believes that the continuing service of qualified incumbents promotes stability and continuity in the boardroom, contributing to the Board’s ability to work as a collective body, while giving the Company the benefit of the familiarity and insight into the Company’s affairs that its directors have accumulated during their tenure. Accordingly, the process of the Committee for identifying nominees shall reflect the Company’s practice of re-nominating incumbent directors who continue to satisfy the Board’s criteria for membership on the Board, whom the Committee believes continue to make important contributions to the Board and who consent to continue their service on the Board. 3. Consistent with this policy, in considering candidates for election at annual meetings of stockholders, the Committee will consider incumbent directors who wish to continue their service on the Board. 4. The Board will evaluate the qualifications and performance of the incumbent directors who desire to continue their service. In particular, as to each such incumbent director, the Committee will –

  214. Process for Identifying and Evaluating Nominees for Director

    | (a) consider if the director continues to satisfy the Director Qualification Guidelines which are Exhibit A to the Company’s Corporate Governance Guidelines; |

  215. Process for Identifying and Evaluating Nominees for Director

    | (b) review any prior assessments of the performance of the director during the preceding term made by the Committee; and |

  216. Process for Identifying and Evaluating Nominees for Director

    | (c) determine whether there exist any special, countervailing considerations against re-nomination of the director. |

  217. Process for Identifying and Evaluating Nominees for Director

    5. If the Committee determines that:

  218. Process for Identifying and Evaluating Nominees for Director

    | (a) an incumbent director consenting to re-nomination continues to be qualified and has satisfactorily performed his or her duties as a director during the preceding term; and |

  219. Process for Identifying and Evaluating Nominees for Director

    | (b) there exist no reasons, including considerations relating to the composition and functional needs of the Board as a whole, why in the Committee’s view the incumbent should not be re-nominated, the Committee will, absent special circumstances, propose the incumbent director for re-nomination. |

  220. Process for Identifying and Evaluating Nominees for Director

    6. The Committee will identify and evaluate new candidates for election to the Board, including for the purpose of filling vacancies arising by reason of the resignation, retirement, removal, death or disability of an incumbent director or the desire of the directors to expand the size of the Board. The Committee will seek the most qualified candidates under the Director Qualification Guidelines in Exhibit A, while encouraging a diversity of perspectives and backgrounds, including, but not limited to race, ethnicity, national origin, and gender. The Company is committed to diversity among its directors, officers and employees, and in identifying independent director candidates for nomination to the Board, the Committee, and any search firm it engages, is committed to including in any initial candidate pool qualified racially, ethnically and/or gender diverse candidates. 7. The Committee will accept recommendations for nominees from persons that the Committee believes are likely to be familiar with qualified candidates. These persons may include members of the Board, including members of the Committee, and management of the Company. The Committee may also determine to engage a professional search firm to assist in identifying qualified candidates. If such a firm is engaged, the Committee shall set its fees and the scope of its engagement. 8. As to each recommended candidate that the Committee believes merits consideration, the Committee will:

  221. Process for Identifying and Evaluating Nominees for Director

    | (a) cause to be assembled information concerning the background and qualifications of the candidate; |

  222. Process for Identifying and Evaluating Nominees for Director

    | (b) determine if the candidate satisfies the Director Qualification Guidelines which are Exhibit A to the Company’s Corporate Governance Guidelines; if so, then |

  223. Process for Identifying and Evaluating Nominees for Director

    | (c) consider the contribution that the candidate can be expected to make to the overall functioning of the Board. |

  224. Process for Identifying and Evaluating Nominees for Director

    | B-8 | National Fuel Gas Company | 2023 PROXY STATEMENT |

  225. Process for Identifying and Evaluating Nominees for Director

    9. The Committee shall solicit the views of the Chief Executive Officer and the Chairman of the Board, and the views of such other persons as the committee deems appropriate, regarding the qualifications and suitability of candidates to be nominated as directors. 10. In its discretion, the Committee may designate one or more of its members (or the entire Committee) to interview any proposed candidate. 11. Based on all available information and relevant considerations, the Committee will select a candidate who, in the view of the Committee, is suited for membership on the Board. The Committee will then recommend to the Board that the candidate be nominated. The Board would then, if it chooses, nominate the candidate by a resolution adopted by the Board at a meeting or by unanimous written consent. 12. Stockholders may propose candidates for consideration by the Committee by communication directed to the Company’s Secretary at its principal office, received not less than 120 calendar days before the anniversary date of the Company’s proxy statement released to stockholders in connection with the previous year’s annual meeting of stockholders. However, if the date of the annual meeting is changed more than 30 days from the date corresponding to the date of the prior year’s annual meeting, then a stockholder’s communication must be received not later than the close of business on the tenth day following the date on which notice of the meeting is given by the Company (or, if earlier, by the tenth day following public disclosure of the new date of the annual meeting). The communication must include, as to (a) each stockholder that is proposing candidates under this Section 12, (b) each person associated with such stockholder, and (c) each proposed candidate, the information required to be provided regarding Noticing Parties, Stockholder Associated Persons and Proposed Nominees (as such terms are defined in the Company’s By-Laws) in a notice under Sections 6(B)(i) and 6(B)(iii) of Article I of the Company By-Laws, including the proposed candidate’s written consent to be named in the proxy statement as a nominee and to serving as a director if elected. In making its selection of nominees, the Committee will evaluate candidates proposed by stockholders owning at least five percent (5%) of the Company’s outstanding common stock, under criteria similar to the evaluation of other candidates. The Committee shall have no obligation whatsoever to consider other unsolicited recommendations received from stockholders proposing candidates for the Board. The Committee may consider, as one of the factors in its evaluation of stockholder recommended nominees, the size and duration of the interest of the recommending stockholder or stockholder group in the equity of the Company, and the candidate’s relationship to that stockholder or group, in order to determine whether the candidate can effectively represent the interests of all stockholders. The Committee may also consider the extent to which the recommending stockholder or group intends to continue holding its interest in the Company, including, in the case of candidates recommended for nomination and election at an annual meeting of stockholders, whether the recommending stockholder intends to continue holding its interest at least through the time of such annual meeting.

  226. Process for Identifying and Evaluating Nominees for Director

    | National Fuel Gas Company | 2023 PROXY STATEMENT | B-9 |

  227. Process for Identifying and Evaluating Nominees for Director

    | Appendix C to Proxy Statement | |