DEF 14A of New Jersey Resources Corp, Dec 14, 2023

DEF 14A of New Jersey Resources Corp

Filed Dec 14, 2023 · FY20230001308179-23-001081

Open on EDGAR

  1. Directors

    Directors Ensuring that our Board has the optimal balance of skills, viewpoints, perspectives and experience is a top priority of the Board and the Nominating/Corporate Governance Committee. The nominees for whom you are being asked to vote are a diverse group of highly qualified leaders with a broad range of business, industry, environmental and public service experience. Our Board nominees also reflect our commitment to diversity. For additional information about the diversity, experience, skills and qualifications of each individual nominee, please see the charts on pages 7 and 9 and biographical data beginning on page 11. The Board notes with respect and admiration the retirement of George Zoffinger, a Board member since 1996. Throughout his time with the Company, Mr. Zoffinger served New Jersey Resources with integrity and vision. The Board wishes to thank Mr. Zoffinger for his many years of dedicated service.

  2. Directors

    | | 2023 Proxy Statement | 5 |

  3. Directors

    With the upcoming retirement of George Zoffinger, the below chart and information reflects Board composition and statistics if all nominees are elected at the 2024 Annual Meeting of Shareowners.

  4. Directors

    | | Tenure (Years) | Gender | Race or Ethnicity | Board Committees Assignments as of 1/1/24 | | | | Significant Ties to NJ | | | | | | Audit | Executive | Leadership Development & Compensation | Nominating/ Corporate Governance | | | Aliff | 4 | Male | White/Caucasian | Chair | ■ | | ■ | | | Correll | 15 | Male | White/Caucasian | ■ | Chair | ■ | | ■ | | DeGraffenreidt, Jr. | 4 | Male | African American | | | ■ | ■ | | | Hardwick | 3 | Female | White/Caucasian | ■ | | | | ■ | | Harvey | <1 | Male | African American | | | | | ■ | | Kenny | 17 | Female | White/Caucasian | | ■ | ■ | Chair | ■ | | O’Connor | 6 | Male | White/Caucasian | ■ | | ■ | | | | O’Sullivan | 1 | Male | White/Caucasian | ■ | | | | | | Taylor | 11 | Female | African American | | ■ | Chair | ■ | ■ | | Westhoven | 5 | Male | White/Caucasian | | ■ | | | ■ | | | | | | RETIRING DIRECTOR | | | | | | Zoffinger | 27 | Male | White/Caucasian | | | | | |

  5. Directors

    | | 2023 Proxy Statement | 6 |

  6. Election of Directors

    Election of Directors

  7. Election of Directors

    | | ITEM 1 ON PROXY CARD Our Restated Certificate of Incorporation, as amended, provides that the Board will be divided into three classes that are as nearly equal in number as possible. The Board currently consists of 11 members divided into three classes with overlapping terms. Donald L. Correll, James H. DeGraffenreidt, Jr., M. Susan Hardwick and Peter C. Harvey have each been nominated for election as a director at the Meeting for a three-year term expiring in 2027, and until their respective successors are elected and have been qualified. We note that although Mr. Correll is being nominated for election for a three-year term, we expect Mr. Correll to retire in 2026 in accordance with our mandatory retirement policy. George R. Zoffinger, who has been a director since 1996 and whose term is expiring at the Meeting has reached the mandatory retirement age under NJR’s current director retirement policy, so he is not standing for reelection. Therefore, the Board will be reduced in size to 10 members as of the conclusion of the Annual Meeting if all nominees are elected. Each of the nominees currently serves as a director of the Company and, with the exception of Mr. Harvey, was previously elected to the Board by our shareowners for a term expiring at the Annual Meeting. There were no nominee recommendations from shareowners. Unless otherwise indicated on a proxy, the proxy holders intend to vote the shares each proxy represents for all nominees for election as directors. Under New Jersey law, directors are elected by a plurality of the votes cast at an election. However, the Company’s Corporate Governance Guidelines provide that any nominee for director in an uncontested election who receives a greater number of shareowner votes “withheld” from his or her election than votes “for” his or her election must promptly tender a resignation to the Board for consideration. The Board’s Nominating/Corporate Governance Committee (“NCGC”) will then evaluate the best interests of the Company and will recommend to the Board whether to accept or reject the tendered resignation. The Company will disclose the Board’s decision of whether to accept or reject the resignation and explain how the decision was reached. Proxies solicited by the Board will be voted in favor of the nominees listed below, unless otherwise specified in the proxy. All of the nominees have consented to serve if elected. We know of no reason why any nominee would not be available for election or, if elected, would be unable to serve. While we do not anticipate that any of the nominees will be unable to serve, if any should be unable to serve, the proxy holders reserve the right to substitute any other person approved by the Board. |

  8. Summary of Director Qualifications and Experience

    Summary of Director Qualifications and Experience Our Corporate Governance Guidelines place great emphasis on diversity that utilizes a broad meaning to include a balance of factors such as race, ethnicity, gender, background, experience, leadership positions, skills, accomplishments, financial expertise, professional interests, personal qualities and other traits desirable for achieving an appropriate group of qualified individuals. The NCGC looks for our current and potential directors collectively to have a range of skills and qualifications that provide the foundation for sound governance and effective oversight that aligns with our Company’s strategy and values.

  9. Summary of Director Qualifications and Experience

    | | 2023 Proxy Statement | 9 |

  10. Summary of Director Qualifications and Experience

    We believe it is critically important that the NCGC recruit directors who help achieve the goal of a well-rounded, diverse Board that functions as a collegial and cohesive unit. The qualifications, attributes and experience of non-retiring directors, including nominees, if elected at the 2024 Annual Meeting of Shareowners, are summarized below, and the director biographies contain additional information. The NCGC establishes and regularly reviews with the Board the qualifications, attributes, skills and experience that it believes are desirable for directors to ensure that they align with the Company’s long-term strategy. The most important of these are described below, and the number of non-retiring directors possessing those skills and experience is indicated.

  11. Summary of Director Qualifications and Experience

    | | Utility Experience in operating a regulated utility business, such as our principal subsidiary, New Jersey Natural Gas Company | 6 Directors | | | Regulatory/Government Experience in interacting with regulators and policymakers and/or working within government agencies; exposure to heavily regulated industries and their governing bodies | 10 Directors | | | CEO Experience Experience as a Chief Executive Officer of an organization | 5 Directors | | | Finance/Accounting/ Risk Management Financial and risk management expertise, and/or experience as a public company Chief Financial Officer or audit partner | 7 Directors | | | Corporate Governance Experience in public company corporate governance-related issues and best practices; a deep understanding of strong governance and compliance practices that protect and align with the interests of investors and other stakeholders; experience in investor relations | 9 Directors | | | Technology/Cybersecurity Experience with technology innovations and/or with oversight of cybersecurity programs; understanding of cyber threats; risk mitigation and policy | 3 Directors | | | Energy Services/ Commodity Trading Experience in the energy services industry, including wholesale energy marketing, energy trading and delivery of midstream energy service and/or storage | 4 Directors | | | Community/Public Relations Experience in community affairs, public relations and/or marketing | 6 Directors | | | Legal Experience and/or formal education as an attorney | 2 Directors | | | Environmental and Sustainability Experience with oversight of environmental policy, regulation and business operation matters; experience in overseeing or advising on environmental, climate or sustainability practices | 3 Directors | | | Renewable Energy/ Energy Efficiency Experience in the renewable energy industry, including solar energy generation and distribution and/or experience linking green initiatives to commercial opportunities | 5 Directors | | | Leadership Development/Succession Planning/Talent Management Experience in talent management, leadership development and succession planning to ensure a pipeline of leadership for an organization; experience in planning and building a talented workforce that meets the needs essential to the Company’s operations | 9 Directors | | | Strategic Planning Experience in strategic planning and growth and value creation | 10 Directors |

  12. Summary of Director Qualifications and Experience

    | | 2023 Proxy Statement | 10 |

  13. Nominees for Election as Director for a Three-Year Term Expiring in 2027

    Nominees for Election as Director for a Three-Year Term Expiring in 2027

  14. Nominees for Election as Director for a Three-Year Term Expiring in 2027

    | Donald L. Correll Chair of the NJR Board, Chief Executive Officer and Co-Founder, Water Capital Partners LLC Age: 73 Director since: 2008 Independent | CAREER HIGHLIGHTS: ► Chief Executive Officer and Co-Founder, Water Capital Partners LLC, 2011-Present. ► President and Chief Executive Officer, American Water Works, Inc., 2006-2010. ► President and Chief Executive Officer, Pennichuck Corporation, 2003-2006. ► Chair, President and Chief Executive Officer, United Water Resources, 1991-2001. RELEVANT EXPERTISE: Mr. Correll’s experience with utility companies, through his leadership of American Water Works and other water services companies, has given him an understanding of the regulatory and operational issues that we face. In his positions as a chief executive officer, Chair and director of a public company and as a certified public accountant, he gained experience in financial policy and risk oversight that is essential to his position as a member of the Audit Committee. In these roles he also gained significant experience that is relevant to his position as the Chair of the Board of NJR and Chair of the Executive Committee. OTHER PUBLIC COMPANY DIRECTORSHIPS: ► Encompass Health Corporation (NYSE: EHC), June 2005 – Present COMMITTEES: ► Chair of the Executive Committee ► Audit Committee ► Leadership Development and Compensation Committee | Skills & Experience ► Utility ► Regulatory/Government ► CEO Experience ► Finance/Accounting/Risk Management ► Corporate Governance ► Community/Public Relations ► Environmental and Sustainability ► Leadership Development/Succession Planning/Talent Management ► Strategic Planning | | JAMES H. DEGRAFFENREIDT, JR. Retired Chair and Chief Executive Officer, WGL Holdings, Inc. Age: 70 Director since: 2019 Independent | CAREER HIGHLIGHTS: ► Retired. Chair and Chief Executive Officer of WGL Holdings, Inc., 2001 to 2009. ► President, WGL Holdings, Inc., 1994 to 2001. ► Former Chair, American Gas Association, during 2007. ► Director, Harbor Bankshares Corporation, from 1996 to present. ► Director, Massachusetts Mutual Life Insurance Company, since 2002. RELEVANT EXPERTISE: As the former Chief Executive Officer of a New York Stock Exchange-listed public utility holding company and from his past service as a Chair of the American Gas Association, Mr. DeGraffenreidt brings significant public utility experience to the Board and significant public company experience. Mr. DeGraffenreidt’s experience as a board member, including two years as industry co-Chair of the Alliance to Save Energy, an organization that promotes energy efficiency and environmental stewardship, brings an important perspective to our Board’s oversight of those issues and aligns with the Company’s business strategy. Earlier in his career, Mr. DeGraffenreidt was an attorney with significant experience and expertise in regulatory issues, and he also previously served as a utility consumer advocate, which provides him with unique insight regarding the perspectives of the Company’s stakeholders and the regulatory matters affecting the Company. His background and wide-ranging expertise in the natural gas industry enable him to provide valuable insight as a member of the Board. OTHER PUBLIC COMPANY DIRECTORSHIPS: ► Vectren Corporation (NYSE: VCC) (March 2010 – February 2019) ► Harbor Bankshares Corporation (NYSE:HRBK) (April 1996 – Present) COMMITTEES: ► Audit Committee (until January 1, 2024) ► Nominating/Corporate Governance Committee ► Leadership Development and Compensation Committee (effective January 1, 2024) | Skills & Experience ► Utility ► Regulatory/Government ► CEO Experience ► Finance/Accounting/Risk Management ► Corporate Governance ► Technology/Cybersecurity ► Energy Services/ Commodity Trading ► Community/Public Relations ► Legal ► Leadership Development/Succession Planning/Talent Management ► Strategic Planning |

  15. Nominees for Election as Director for a Three-Year Term Expiring in 2027

    | | 2023 Proxy Statement | 11 |

  16. Nominees for Election as Director for a Three-Year Term Expiring in 2027

    | M. SUSAN HARDWICK President and Chief Executive Officer, American Water Works Company, Inc. Age: 61 Director since: 2020 Independent | CAREER HIGHLIGHTS: ► President and Chief Executive Officer of American Water Works Company, Inc., since February 2022. ► Executive Vice President and Chief Financial Officer of American Water Works Company, Inc., from July 2019 to April 2022. ► Executive Vice President - Finance of American Water Works Company, Inc., from June 2019 to July 2019. ► Previously served as the Executive Vice President and Chief Financial Officer of Vectren Corporation, a diversified energy holding company with utility subsidiaries in the natural gas and electricity markets and other non-regulated businesses (acquired by CenterPoint Energy in 2019). ► Began at Vectren Corporation in January 2000 and served in a variety of positions, including Vice President, Controller and Assistant Treasurer; Senior Vice President, Finance; Senior Vice President, Chief Financial Officer; and Executive Vice President and Chief Financial Officer. RELEVANT EXPERTISE: Ms. Hardwick’s experience as Chief Financial Officer of multiple utility companies; her experience developing and executing business and financial strategy for regulated utility and market-based businesses; and her experience overseeing accounting and finance functions, enterprise risk management and investor relations as well as customer operations and regulatory services, all provide her with a wide range of financial expertise that enhances the Board and makes her uniquely qualified as a member of the Audit Committee. OTHER PUBLIC COMPANY DIRECTORSHIPS: ► American Water Works Company, Inc. (NYSE: AWK) (February 2022 - Present) COMMITTEES: ► Audit Committee | Skills & Experience ► Utility ► Regulatory/Government ► CEO Experience ► Finance/Accounting/Risk Management ► Corporate Governance ► Community/Public Relations ► Leadership Development/Succession Planning/Talent Management ► Strategic Planning | | PETER C. HARVEY Partner, Patterson Belknap Webb & Tyler LLP Age: 65 Director since: 2023 Independent | CAREER HIGHLIGHTS: ► Partner, Patterson Belknap Webb & Tyler LLP, a New York-based law firm providing legal services across more than 20 practice areas, encompassing both commercial and litigation law. ► Previously served as the Attorney General of New Jersey from 2003 to 2006. ► Previously served as a federal prosecutor in the U.S. Attorney’s Office for the District of New Jersey where he tried cases involving organized crime and financial fraud. RELEVANT EXPERTISE: Mr. Harvey has more than 30 years of courtroom experience as a former New Jersey Attorney General, federal prosecutor and leading civil and criminal trial attorney, uniquely situating him to provide thoughtful, independent leadership to our Board, particularly in the areas of government relations, public policy, and governance and social issues. As a nationally recognized lawyer with extensive experience in both government and the private sector, as well as great depth of work in the diversity and social justice arenas, Mr. Harvey has significant experience advising on legal and policy issues, which makes him an asset to our Board. OTHER PUBLIC COMPANY DIRECTORSHIPS: ► None COMMITTEES: ► None | Skills & Experience ► Regulatory/Government ► Corporate Governance ► Community/Public Relations ► Legal ► Strategic Planning |

  17. Nominees for Election as Director for a Three-Year Term Expiring in 2027

    | | THE BOARD RECOMMENDS THAT SHAREOWNERS VOTE “FOR” ALL OF THE DIRECTOR NOMINEES LISTED ABOVE. |

  18. Nominees for Election as Director for a Three-Year Term Expiring in 2027

    | | 2023 Proxy Statement | 12 |

  19. Directors with Terms Expiring in 2025

    Directors with Terms Expiring in 2025

  20. Directors with Terms Expiring in 2025

    | GREGORY E. ALIFF Retired Partner, Deloitte & Touche LLP Age: 70 Director since: 2019 Independent | CAREER HIGHLIGHTS: ► Retired. Partner, Deloitte & Touche LLP, an independent accounting firm, from 1987 to 2015. ► Served as Vice Chair and Senior Partner of Energy & Resources from 2002 to 2013. ► Led Deloitte’s U.S. Energy and Natural Resources Management Services from 2013-2015. RELEVANT EXPERTISE: Mr. Aliff’s experience as a long-term partner at Deloitte & Touche LLP, including in particular his focus on energy and natural resources, provides him with not only an extensive financial and accounting background that adds depth to our Audit Committee, but also industry knowledge that uniquely qualifies him to serve on our Board and as Chair of the Audit Committee. His service on the board of directors of other regulated entities that are also public companies provides him with important experience and perspectives with respect to risk management, operations, the regulatory compliance required for highly regulated businesses and public company best practices. OTHER PUBLIC COMPANY DIRECTORSHIPS: ► California Water Service Group, Inc. (NYSE: CWT) (September 2015 – Present) COMMITTEES: ► Chair, Audit Committee ► Executive Committee ► Nominating/Corporate Governance Committee | Skills & Experience ► Regulatory/Government ► Finance/Accounting/Risk Management ► Corporate Governance ► Renewable Energy/ Energy Efficiency ► Leadership Development/Succession Planning/Talent Management ► Strategic Planning | | THOMAS C. O’CONNOR Retired Chair, President and Chief Executive Officer, DCP Midstream, LLC Age: 67 Director since: 2017 Independent | CAREER HIGHLIGHTS: ► Retired. Chair, President and Chief Executive Officer, DCP Midstream, LLC, one of the nation’s largest gas gatherers, processors and marketers of natural gas liquids, from 2007 through 2013. ► Held a variety of positions with Duke Energy in that company’s natural gas pipeline, electric and commercial business units from 1987 to 2007. RELEVANT EXPERTISE: Mr. O’Connor has extensive experience leading regulated and unregulated natural gas and electric midstream and distribution operations and wholesale energy trading businesses from his years as an executive of DCP Midstream and Duke Energy. He also has board-level experience in solar energy facility development, operations and valuation. His vast knowledge and executive leadership experience give him a strong operational and strategic background with knowledge of many of the issues that regulated and unregulated energy companies confront, particularly with respect to the natural gas industry. OTHER PUBLIC COMPANY DIRECTORSHIPS: ► Keyera Corporation (TSO: KEY) (January 2014 – Present) COMMITTEES: ► Audit Committee ► Leadership Development and Compensation Committee | Skills & Experience ► Utility ► Regulatory/Government ► CEO Experience ► Finance/Accounting/Risk Management ► Corporate Governance ► Energy Services/ Commodity Trading ► Environmental and Sustainability ► Renewable Energy/ Energy Efficiency ► Leadership Development/Succession Planning/Talent Management ► Strategic Planning |

  21. Directors with Terms Expiring in 2025

    | | 2023 Proxy Statement | 13 |

  22. Directors with Terms Expiring in 2025

    | MICHAEL A. O’SULLIVAN Retired Senior Vice President, Development, NextEra Energy Resources, Inc. Age: 63 Director since: 2022 Independent | CAREER HIGHLIGHTS: ► Retired. Served as Senior Vice President of Development at NextEra Energy Resources, Inc. from July 2001 until his retirement in April 2020 where he led the company’s renewable development and M&A efforts. ► Prior to NextEra, served as Vice President of the Midwest Division of AES; Division Vice President of NRG North America; Vice President of Business Development at Indeck Energy Services; Development Manager at Homart Development, a subsidiary of Sears; and Supervising Engineer at a nuclear plant for Commonwealth Edison in 1982. RELEVANT EXPERTISE: Mr. O’Sullivan is a recognized leader in the energy industry with significant executive management experience in finance, development, operations, regulatory and Environmental, Social and Governance (“ESG”). For nearly two decades, he served as Senior Vice President of Development at NextEra, where he led the company’s renewable development and M&A efforts, including the deployment of approximately $40 billion into more than 250 solar, wind, storage, nuclear and fossil fuel projects across 36 states and four provinces in Canada. He also served as a member of the NextEra executive team and operating committee since 2001. OTHER PUBLIC COMPANY DIRECTORSHIPS: ► None COMMITTEES: ► Audit Committee (effective January 1, 2024) | Skills & Experience ► Utility ► Regulatory/Government ► Finance/Accounting/Risk Management ► Renewable Energy/ Energy Efficiency ► Leadership Development/Succession Planning/Talent Management ► Strategic Planning |

  23. Directors with Terms Expiring in 2026

    Directors with Terms Expiring in 2026

  24. Directors with Terms Expiring in 2026

    | JANE M. KENNY Founder and Managing Partner, The Whitman Strategy Group, LLC Age: 72 Director since: 2006 Independent | CAREER HIGHLIGHTS: ► Founder and Managing Partner, The Whitman Strategy Group, LLC, a consulting firm specializing in governmental relations and environmental and energy issues, since 2005. ► Regional Administrator of the Environmental Protection Agency, overseeing the federal agency’s work in New York, New Jersey, Puerto Rico and the Virgin Islands, from 2001 to 2004. ► Commissioner of the New Jersey Department of Community Affairs from 1996 to 2001. ► Chief of Policy to the Governor of New Jersey from 1994 to 1996. RELEVANT EXPERTISE: Ms. Kenny’s extensive public policy experience, particularly as Administrator for Region 2 of the United States Environmental Protection Agency and a top advisor to three governors of New Jersey, is essential for the Board of a company like ours that regularly faces such issues. That experience, as well as her firm’s active consulting practice on environmental, energy and public policy matters through which she is actively engaged in cutting-edge issues in the field, has provided Ms. Kenny an understanding of the energy industry, which is important in assisting the Board with monitoring and evaluating our business. OTHER PUBLIC COMPANY DIRECTORSHIPS: ► None COMMITTEES: ► Chair, Nominating/Corporate Governance Committee ► Leadership Development and Compensation Committee ► Executive Committee | Skills & Experience ► Regulatory/Government ► Corporate Governance ► Technology/Cybersecurity ► Energy Services/ Commodity Trading ► Community/Public Relations ► Environmental and Sustainability ► Renewable Energy/ Energy Efficiency ► Leadership Development/Succession Planning/Talent Management ► Strategic Planning |

  25. Directors with Terms Expiring in 2026

    | | 2023 Proxy Statement | 14 |

  26. Directors with Terms Expiring in 2026

    | SHARON C. TAYLOR Retired Senior Vice President, Human Resources, Prudential Financial Age: 69 Director since: 2012 Independent | CAREER HIGHLIGHTS: ► Retired. Senior Vice President, Human Resources, Prudential Financial, a global financial services company, from 2002 to 2017. ► Current Trustee of the Horizon Foundation for New Jersey; Trustee of The National Academy of Human Resources Foundation. ► Trustee of the Montclair Art Museum. ► Director, HireVue. Former member of the Executive Leadership Council Foundation. RELEVANT EXPERTISE: Ms. Taylor has an extensive background and expertise in human resources, particularly in the areas of executive compensation, employee benefits, talent and senior officer succession management, diversity and inclusion and labor and employee relations. She has also worked in the areas of vendor governance, corporate social responsibility and impact investing, operations and systems, business continuity, risk management and privacy. That background, together with her broad experience as a senior executive officer of one of the nation’s largest financial services companies and her service on the boards of several organizations in key leadership roles, provides the Board with an important perspective in the critical areas of human capital planning and management, succession and strategic planning, operational effectiveness, risk controls and privacy. Her extensive experience in the aforementioned areas provide her with an ideal background to serve as the Chair of the Leadership Development and Compensation Committee (“LDCC”). OTHER PUBLIC COMPANY DIRECTORSHIPS: ► None COMMITTEES: ► Chair, Leadership Development and Compensation Committee ► Nominating/Corporate Governance Committee ► Executive Committee | Skills & Experience ► Regulatory/Government ► Corporate Governance ► Technology/Cybersecurity ► Community/Public Relations ► Leadership Development/Succession Planning/Talent Management ► Strategic Planning | | STEPHEN D. WESTHOVEN President and Chief Executive Officer of New Jersey Resources Age: 55 Director since: 2018 | CAREER HIGHLIGHTS: ► President and Chief Executive Officer of New Jersey Resources since October 2019. ► Prior to his current role, Mr. Westhoven served as President and Chief Operating Officer of New Jersey Resources from October 2018 to September 2019. ► Executive Vice President and Chief Operating Officer of New Jersey Resources from November 2017 to September 2018. ► Senior Vice President and Chief Operating Officer of NJR Energy Services Company, LLC (“NJRES”) and NJR Clean Energy Ventures (“NJRCEV”) from October 2016 to November 2017. ► Senior Vice President of NJRES from May 2010 to September 2016. ► Also serves on the Board of Directors of Choose New Jersey (an economic development organization) and the American Gas Association. He is also a member of the National Petroleum Council. RELEVANT EXPERTISE: Mr. Westhoven has been with the Company since 1990. His leadership and contributions have been instrumental to the growth of our businesses. His experience leading NJRES and NJRCEV, as well as his knowledge of natural gas markets, provides the Board with unique insight into the energy industry. Further, through Mr. Westhoven’s years of service as an executive officer of the Company, he has developed extensive knowledge in the areas of leadership, finance, strategy, risk oversight, safety, management and corporate governance, each of which provides great value to the Board. This experience and Mr. Westhoven’s role in developing NJR’s strategy are assets to the Board. OTHER PUBLIC COMPANY DIRECTORSHIPS: ► None COMMITTEES: ► Executive Committee | Skills & Experience ► Utility ► Regulatory/Government ► CEO Experience ► Finance/Accounting/Risk Management ► Corporate Governance ► Energy Services/ Commodity Trading ► Renewable Energy/ Energy Efficiency ► Leadership Development/Succession Planning/Talent Management ► Strategic Planning |

  27. Directors with Terms Expiring in 2026

    | | 2023 Proxy Statement | 15 |

  28. Director Retiring at the Meeting

    Director Retiring at the Meeting

  29. Director Retiring at the Meeting

    | GEORGE R. ZOFFINGER President and Chief Executive Officer, Constellation Capital Corp. Age: 75 Director since: 1996 Independent | CAREER HIGHLIGHTS: ► President and Chief Executive Officer, Constellation Capital Corp., a financial services company, since 2007; ► President and Chief Executive Officer, New Jersey Sports & Exposition Authority, the operating company of MetLife Sports Complex, from 2002 to 2007; ► Chair, New Brunswick Development Corporation, a not-for-profit urban real estate development company. RELEVANT EXPERTISE: Mr. Zoffinger’s leadership experience and work with public companies has provided him financial, corporate governance and real estate development expertise as well as experience with executive compensation issues, which are important to his role as a member of the NCGC. In addition, he brings to the Board corporate development experience and knowledge gained from his leadership and board positions, including his tenure on the Board. OTHER PUBLIC COMPANY DIRECTORSHIPS: ► None COMMITTEES: ► Audit Committee (until January 1, 2024) ► Nominating/Corporate Governance Committee (until January 1, 2024) |

  30. Information About the Board’s Committees

    Information About the Board’s Committees The Board has four standing committees to assist with the performance of its responsibilities. Each committee (except the Executive Committee) operates under a written charter that is available on our website at investor.njresources.com under the caption “Governance.” All members of every committee, except the Executive Committee, are independent as defined in the NYSE listing standards and our own independence standards.

  31. Information About the Board’s Committees

    | AUDIT COMMITTEE Members: Gregory E. Aliff (Chair) Donald L. Correll James H. DeGraffenreidt, Jr. M. Susan Hardwick Thomas C. O’Connor Michael O’Sullivan* George R. Zoffinger** Meetings Held: Seven *Effective January 1, 2024 **Until January 1, 2024 | INDEPENDENCE All members meet the additional independence requirements prescribed by the NYSE and the SEC for members of an audit committee. ADDITIONAL QUALIFICATIONS All members are “financially literate” and have accounting or related financial management expertise, as such terms are interpreted by the Board in its business judgment. The Board has also determined that each member of the Audit Committee is an “audit committee financial expert,” as such term is defined in SEC rules. RESPONSIBILITIES ► Oversees management’s responsibilities for accounting, internal control over financial reporting and financial reporting ► Selects, appoints, compensates and oversees the independent registered public accounting firm; approves the retention of, and retains, such firm, for any other purposes; and approves the audit and non-audit fees we pay to such firm ► Reviews the scope and the results of the work of the independent registered public accounting firm and internal auditors ► Reviews the adequacy of internal control over financial reporting ► Monitors major financial risk ► Has primary responsibility for the oversight of cybersecurity and technology ► Prepares the Audit Committee Report ► Fulfills its oversight responsibility for risk management by periodically assessing and responding to, as appropriate, material risks The functions and responsibilities of the Audit Committee are described in more detail in the “Audit Committee Report.” |

  32. Information About the Board’s Committees

    | | 2023 Proxy Statement | 24 |

  33. Information About the Board’s Committees

    | LEADERSHIP DEVELOPMENT AND COMPENSATION COMMITTEE Members: Sharon C. Taylor (Chair) Donald L. Correll James H. DeGraffenreidt, Jr.* Jane M. Kenny Thomas C. O’Connor Meetings Held: Four *Effective January 1, 2024 | INDEPENDENCE The Board has determined that all members meet the additional independence requirements prescribed by the SEC and the NYSE for members of a compensation committee. No member of the LDCC was at any time an officer or employee of the Company or any of our subsidiaries or is related to any other member of the LDCC, any other member of the Board, or any executive officer of the Company. RESPONSIBILITIES ► Oversees the performance and qualifications of senior management and interprets, implements and administers the annual compensation and benefits for all of the Company’s and our subsidiaries’ officers ► Reviews and approves financial corporate goals and objectives relevant to compensation of our Chief Executive Officer and other executive officers ► Evaluates the performance of our Chief Executive Officer and our other executive officers in light of those goals and objectives ► Determines and approves compensation levels for our Chief Executive Officer and our other executive officers based on this evaluation ► Oversees strategies related to human capital management, including with respect to diversity, equity and inclusion initiatives, pay equity, talent and performance management and employee engagement ► Makes recommendations to the Board with respect to annual and long-term incentive compensation plans; and evaluates the performance of, and determines the salaries, incentive compensation and executive benefits for, officers ► Administers our equity-based and other executive compensation plans ► Oversees our leadership development, including by reviewing our succession planning for senior management, officer promotions and affirmative action and diversity plans ► Reviews all our executive compensation policies and procedures, including the incentives that they create and factors that may reduce the likelihood of excessive risk taking, to determine whether they present a significant risk to us ► Follows regulatory and legislative developments and considers corporate governance best practices ► Prepares the Report of the LDCC For additional information regarding the compensation-related activities of the LDCC, see the sections entitled “Compensation Discussion and Analysis” and “Report of the Leadership Development and Compensation Committee.” |

  34. Information About the Board’s Committees

    The Chair of the LDCC works with our Chief Executive Officer, Senior Vice President, Human Resources and Senior Vice President and General Counsel to establish the agenda for LDCC meetings. The Senior Vice President, Human Resources and management personnel reporting to her prepare data and materials for review by the LDCC using market data from both broad-based and targeted national and regional compensation surveys. Competitive industry analysis is enhanced through review by the LDCC’s independent compensation consultant of peer company proxy data, information from professional research consortia, and nationally recognized compensation databases. The LDCC reviews the performance and compensation of our Chief Executive Officer with input from the full Board (in the form of written evaluations) and our Chief Executive Officer’s self-evaluation. The LDCC approves the compensation of the other executive officers based upon the evaluation and recommendation of our Chief Executive Officer and its own review of each executive officer’s individual performance highlights. When it deems appropriate, the LDCC engages its independent compensation consultant or other appropriate advisors to analyze compensation trends and competitiveness of pay packages. Our Board remains focused on its responsibilities in the areas of succession planning and talent development to ensure strong internal leadership capabilities that will support NJR’s strategic plan. The Chief Executive Officer provides a review of the performance and long-term leadership potential of our team, including possible succession candidates for key leadership positions. The

  35. Information About the Board’s Committees

    | | 2023 Proxy Statement | 25 |

  36. Information About the Board’s Committees

    Board engages outside resources as needed to assist with the succession planning process. The Board also has developed a confidential plan for emergency succession in the event the Chief Executive Officer or certain other executive officers are unable to perform their duties.

  37. Information About the Board’s Committees

    | NOMINATING/CORPORATE GOVERNANCE COMMITTEE Members: Jane M. Kenny (Chair) Gregory E. Aliff James H. DeGraffenreidt, Jr. Sharon C. Taylor George R. Zoffinger** Meetings Held: Five **Until January 1, 2024 | RESPONSIBILITIES ► Assesses the corporate needs for an effective Board ► Makes recommendations to the Board regarding Board composition, size, compensation, skills and talent needs ► Identifies individuals qualified to be directors, consistent with the criteria approved by the Board and set forth in the Corporate Governance Guidelines (for information on the nomination process see “Director Nominations and Evaluations Processes”) ► Leads the annual self-evaluation performance review of the Board ► Recommends to the Board the selection of nominees for election to the Board ► Recommends to the Board the individual directors to serve on the committees of the Board ► Recommends to the Board corporate governance guidelines and oversees related governance matters ► Advises the Board on environmental stewardship, sustainability and matters that impact corporate social responsibility, advocacy and our reputation, including the Company’s sustainability reporting ► Oversees the Company’s corporate governance practices For information on how to nominate a director see “Director Nominations and Evaluations Processes.” |

  38. Information About the Board’s Committees

    | EXECUTIVE COMMITTEE Members: Donald L. Correll (Chair) Gregory E. Aliff Jane M. Kenny Sharon C. Taylor Stephen D. Westhoven Meetings Held: None | RESPONSIBILITIES ► During the interval between meetings of the Board, the Executive Committee is authorized under our Bylaws to exercise all powers of the Board, unless specifically directed otherwise by the Board or otherwise proscribed by law. |

  39. Information About the Board’s Committees

    | | 2023 Proxy Statement | 26 |

  40. Director Compensation

    Director Compensation The Board, at the recommendation of the NCGC, sets compensation for directors who are not employees of either the Company or our subsidiaries. Compensation of the non-employee directors is determined pursuant to the Non-Employee Director Compensation Plan, as amended, which was enacted pursuant to the 2017 Stock Award and Incentive Plan (the “2017 Plan”). The NCGC reviews the form and amount of compensation of non-employee directors at least once a year to ensure the directors are being compensated appropriately. In September 2022, the NCGC considered a competitive review of director compensation among the Company’s peer group companies that was prepared by Frederic W. Cook & Co., Inc. (“FW Cook”), an independent compensation consultant. For information on the peer group, see “The Compensation Review Process—Fiscal Year 2023 Peer Group” and see “The Compensation Review Process—Role of Compensation Consultant” for more information on FW Cook and its role. Based on FW Cook’s review, which captured trends and recent developments as well as market data, the NCGC recommended in September 2022 and the Board thereafter approved effective January 1, 2023, an increase in the value of the annual Restricted Stock Unit (“RSU”) retainer from $115,000 to $125,000. Compensation for directors who were not officers of the Company or our subsidiaries is detailed in the below table.

  41. Director Compensation

    | Director Annual Cash Retainer(1) | $84,000 | | | Director Annual RSU Retainer (in Common Stock equivalent)(2) | $125,000 | (the number of RSUs based upon the closing price of a share of Common Stock on the date of the grant) | | Non-Executive Chair Annual Cash Retainer(1) | $50,000 | | | Non-Executive Chair RSU Retainer(2) | $50,000 | | | Annual Retainer - Committee Members | | | | Audit Committee | $13,000 | | | LDCC | $7,000 | | | NCGC | $7,000 | | | Additional Annual Retainer for Committee Chairs: | | | | Audit, LDCC, NCGC | $15,000 | | | NJNG Board Retainer | | | | Member(3) | $9,000 | | | Additional Annual Retainer- NJNG Board Chair(4) | $15,000 | |

  42. Director Compensation

    | (1) Cash retainers are paid in two equal semi-annual installments, with the first payment made as soon as practicable after the annual meeting of shareowners and the second payment made after the July Board meeting. The cash retainers are pro-rated for directors who serve only a portion of the year. | | (2) Grants of the annual equity retainer in the form of RSUs are made at the time of the annual meeting of shareowners. The number of RSUs is based upon the closing price of a share of Common Stock on the date of the grant. The RSUs accrue dividends and vest on the earlier of (i) the first anniversary of the grant date or (ii) the date of the following annual meeting of shareowners. The RSUs are prorated through a director’s termination date if a director leaves the Board before the RSUs have vested. Upon vesting, the RSUs and accrued dividends are converted into shares of Common Stock. The equity retainers are pro-rated for directors who serve only a portion of the year. | | (3) NJNG Board member annual retainers and any additional meeting fees are based upon each member only being compensated for one meeting when joint Boards of Directors meetings occur. | | (4) This additional retainer will only be paid if the Chair of the NJNG Board is a different person than the Chair of the NJR Board. |

  43. Director Compensation

    | | 2023 Proxy Statement | 28 |

  44. Director Compensation

    Generally, we do not pay meeting fees to the directors. However, in the event of extraordinary circumstances resulting in an unusually high number of Board or committee meetings in a given year, the Board retains discretion to pay an additional per meeting fee of $1,500 to each attending non-employee director who is a member of such Board or committee. Pursuant to our 2017 Plan, each non-employee director’s annual cash and equity compensation is limited to no more than $500,000 per fiscal year (calculating the value of any equity compensation based on the grant date fair value). Exceptions can be made only for a non-executive chair of the Board or, in extraordinary circumstances in the LDCC’s discretion, other individual non-employee directors.

  45. Fiscal Year 2023 Director Compensation

    Fiscal Year 2023 Director Compensation The following table presents information relating to total compensation of our non-employee directors for the fiscal year ended September 30, 2023. Mr. Harvey did not serve as a director during the fiscal year ended September 30, 2023; as such, his name does not appear below.

  46. Fiscal Year 2023 Director Compensation

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings(3) ($) | All Other Compensation(4) ($) | Total ($) | | Gregory E. Aliff | 119,000 | 125,000 | — | 60 | 244,060 | | Donald L. Correll | 163,000 | 175,000 | — | 60 | 338,060 | | James H. DeGraffenreidt, Jr. | 113,000 | 125,000 | — | 60 | 238,060 | | Robert B. Evans | 6,370 | 8,562 | — | 60 | 14,992 | | M. Susan Hardwick | 106,000 | 125,000 | — | 60 | 231,060 | | Jane M. Kenny | 113,000 | 125,000 | — | 460 | 238,460 | | Thomas C. O’Connor | 104,000 | 125,000 | — | 60 | 229,060 | | Michael A. O’Sullivan | 84,000 | 125,000 | — | 10,060 | 219,060 | | Sharon C. Taylor | 122,000 | 125,000 | 21,346 | 60 | 268,406 | | David A. Trice | 5,753 | 8,562 | — | 60 | 14,375 | | George R. Zoffinger | 104,000 | 125,000 | 22,841 | 60 | 251,901 |

  47. Fiscal Year 2023 Director Compensation

    | | 2023 Proxy Statement | 29 |

  48. Fiscal Year 2023 Director Compensation

    | (1) This column reports the amount of cash compensation earned in fiscal year 2023 for Board (including NJNG Board) and committee service. For fiscal year 2023, each non-employee director, other than Messrs. Evans and Trice, received an annual cash retainer of $84,000. Messrs. Evans and Trice received a pro-rata payment based upon the number of days serving on the Board during calendar year 2023. Mr. Correll received an additional cash retainer of $50,000 for his service as Chair of the Board. | | (2) These amounts are calculated in accordance with the share-based compensation provisions of Financial Accounting Standards Board (“FASB”) ASC Topic 718. Each director serving on January 1, 2023, received an annual retainer of 2,521.178 RSUs valued at $125,000 based on the grant date closing price of $49.58 on January 25, 2023. Mr. Correll received a total retainer of 3,529.649 RSUs valued at $175,000 based on the grant date closing price of $49.58 on January 25, 2023, reflecting his additional retainer as Chair of the Board. Messrs. Evans and Trice received a prorated retainer, based upon the number of days serving on the Board during calendar year 2023, of 172.683 RSUs valued at $8,562 based on the grant date closing price of $49.58 on January 25, 2023. As of the end of fiscal year 2023, each director other than Mr. Correll and Messrs. Evans and Trice had 2,560.754 RSUs outstanding, including accrued dividend equivalents, and Mr. Correll had 3,585.055 RSUs outstanding, including accrued dividend equivalents. Messrs. Evans and Trice had no RSUs outstanding. | | (3) Amounts in this column show the amount contributed by us in fiscal year 2023, as we provide a return on directors’ deferred compensation in interest accounts at the Prime Rate listed in the Wall Street Journal plus two percent as part of our Directors’ Deferred Compensation Plan. | | (4) Amounts in this column do not represent compensation paid to any non-employee directors. Instead, these amounts reflect contributions made in fiscal year 2023 as part of our overall support of charitable organizations under our Matching Gift Program and premiums we paid in fiscal year 2023 for a directors and officers travel insurance policy in the amount of approximately $60 per director. The Matching Gift Program for the Board of Directors was established to provide continuing encouragement and financial support for educational institutions and charitable organizations. Each non-employee director is eligible to participate in NJR’s Charitable Matching Gift Program, whereby NJR matches qualified charitable donations made by such directors. |

  49. Directors and Executive Officers

    Directors and Executive Officers The following table sets forth, as of November 30, 2023, the beneficial ownership of our Common Stock of each of the directors, each of our executive officers listed in the Summary Compensation Table below, and all of our directors and executive officers as a group. Except as otherwise noted, each person has sole voting and investment power as to his or her shares (or shares such powers with his or her spouse). The beneficial ownership of each director and executive officer is less than one percent of the outstanding shares. The shares owned by all such persons as a group constitute approximately 0.75 percent of the total shares of Common Stock outstanding.

  50. Directors and Executive Officers

    | Name | Amount and Nature of Beneficial Ownership(1)(2)(3) | | Gregory E. Aliff | 13,688 | | Roberto F. Bel | 11,752 | | Donald L. Correll | 45,645 | | Amy Cradic | 22,618 | | James H. DeGraffenreidt, Jr. | 16,837 | | Lori DelGiudice | 2,221 | | Robert B. Evans | 39,744 | | M. Susan Hardwick | 11,122 | | Peter C. Harvey | 529 | | Jane M. Kenny | 40,919 | | Patrick J. Migliaccio | 38,089 | | Thomas C. O’Connor | 22,545 | | Michael A. O’Sullivan | 3,052 | | Sharon C. Taylor | 49,130 | | David A. Trice | 34,925 | | Stephen D. Westhoven | 218,704 | | George R. Zoffinger | 126,568 | | All Directors and Executive Officers as a Group (20 Persons) | 732,362 |

  51. Directors and Executive Officers

    | (1) Each individual has furnished information as to the amount and nature of beneficial ownership not within our knowledge. | | (2) Includes deferred shares of Common Stock held by the directors and executive officers pursuant to the Directors’ Deferred Compensation Plan or the Officers’ Deferred Compensation Plan over which they have sole voting power but no investment power, as follows: Mr. Aliff — 11,099 shares, Mr. Correll — 38,464 shares, Ms. Hardwick — 2,301 shares, Ms. Kenny — 12,316 shares, Mr. Migliaccio — 6,939 shares, Mr. O’Connor — 19,957 shares, Ms. Taylor — 25,324 shares, Mr. Trice — 20,152 shares, Mr. Zoffinger — 120,754 shares and all directors and executive officers as a group — 260,545 shares. | | (3) Includes unvested Restricted Stock Units vesting within 60 days of the Record Date. |

  52. Directors and Executive Officers

    | | 2023 Proxy Statement | 32 |

  53. Our Executive Compensation Program for Fiscal Year 2023

    | ► | An Officer Incentive Program for fiscal year 2023 (the “2023 OIP”), which consists of goals that need to be met to earn an annual short-term incentive award, including Net Financial Earnings (“NFE”)(1) goals, Commitment to Stakeholders (“CTS”) operational measures (several of which link to sustainability and human capital management goals) and individual leadership goals. | | ► | A long-term equity incentive award package for Mr. Westhoven, consisting entirely of “at-risk” equity awards, including FY 2023 NFE Performance Share Units and FY 2023 TSR Performance Share Units |

  54. Our Executive Compensation Program for Fiscal Year 2023

    | | (“Performance Share Unit Awards”) along with Performance-Based Restricted Stock Units payable in three annual installments, with vesting subject to achievement of a Net Financial Earnings Per Share (“NFEPS”)(1) goal for the fiscal year ended September 30, 2023. | | ► | A long-term equity incentive award program for our executive officers (other than Mr. Westhoven) that includes a mix of Performance Share Unit Awards and Time-Vested Restricted Stock Unit awards. | | ► | Our long-term equity incentive awards for fiscal year 2023, which were granted under our 2017 Plan, that include non-competition and non-solicitation covenants designed to protect us from paying out awards to departed executives who engage in certain activities that could harm the Company. |

  55. Our Pay-for-Performance Link

    Our Pay-for-Performance Link Fiscal year 2023 was a year of strong performance for NJR, where we successfully demonstrated our ability to deliver performance and provide value for our shareowners. Our financial and operational performance in fiscal year 2023 largely met or exceeded the financial and operational goals set forth in our 2023 Officer Performance Hurdle, which is set forth in the OIP. The result is annual short-term incentive award payouts to our named executive officers participating in the 2023 OIP of between 126.04 and 134.64 percent of their respective target award amounts. Our NFEPS for fiscal year 2023 of $2.70 greatly exceeded our initial NFEPS guidance range issued in November 2022, including a raised NFEPS guidance of $0.20 during fiscal year 2023. Our total NFE for fiscal year 2023 was $261.8 million, compared to NFE of $240.3 million in fiscal year 2022. Our strong operational execution was reflected by our performance against our 2023 OIP Commitment to Stakeholders targets, which included activities that are not measured by financial metrics. Our three-year cumulative financial performance resulted in a payout of 150 percent of the fiscal year 2021 NFE-based performance share units, and our 99th percentile total shareholder return relative to our industry comparator group over the last three fiscal years resulted in a payout of 150 percent of the fiscal year 2021 TSR-based performance share units. Additionally, because we achieved our NFEPS goal for the fiscal year 2023 Performance-Based Restricted Stock Units, such awards vested subject to continued service.

  56. Key Compensation Corporate Governance Practices

    | WHAT WE DO | | | | Use an appropriate balance between short-term and long-term compensation. | | | Use multiple performance metrics under the 2023 OIP to encourage executives to focus on financial and operational goals important to the Company and other stakeholders. | | | Link realized value from long-term equity incentives to absolute and relative stock price performance. | | | Link annual short-term incentive compensation directly to certain environmental and social goals through our Commitment to Stakeholders. | | | Conduct an annual review and assessment of potential and existing risks arising from our compensation programs and policies. | | | Maintain meaningful share ownership guidelines for our directors and executive officers. | | | Subject cash and equity incentive compensation paid to our executive officers to our compensation recoupment policies. | | | Prohibit hedging and pledging of our stock by our directors, officers and employees. | | | Require a “double trigger” for acceleration of equity award grants following a change of control. | | | Engage an independent advisor, who performs no other work for the Company, to advise the LDCC on executive compensation matters and the NCGC on director compensation matters. |

  57. Key Compensation Corporate Governance Practices

    | WHAT WE DO NOT DO | | | | Enter into employment agreements with any executive officer or guarantee any executive officer a minimum base salary, bonus or equity awards. | | | Provide executive officers any excise tax payment or tax gross-up for change of control-related payments, or a tax gross-up on any perquisites. | | | Provide excessive perquisites. | | | Allow repricing of stock options or buyout of underwater stock options without shareowner approval. |

  58. Elements of Our Compensation Program for Named Executive Officers

    | Element of Compensation | Description | How This Element Promotes Company Objectives | | Annual Short-term Compensation: | | | | Base Salary | Fixed annual compensation that provides continuous income. | Aids in both recruitment and retention; designed to be competitive in the marketplace. | | Annual Short-Term Incentive Awards | Performance-based compensation for achieving established annual goals based on a combination of NFE, individual leadership, cultural behaviors and our Commitment to Stakeholders. | Motivates and rewards achievement of annual corporate objectives by providing at-risk pay opportunities linked to Company, business unit and individual performance. | | Long-term Compensation: | | | | Performance Share Unit Awards | Grants of stock units that are payable in Common Stock and earned based on TSR performance relative to an industry comparator group and cumulative NFEPS, each over a three-year period. | Provides strong performance incentives by aligning a portion of executive compensation to long-term goals for NFEPS and relative TSR. | | Time-Vested Restricted Stock Unit Awards | Grants of time-vested stock units that vest over a specified period and are payable in Common Stock. May be awarded under our long-term incentive program or used for special recognition of superior performance. | Promotes retention, increases equity ownership and aligns executive and long-term shareowner interests by linking a portion of executive compensation to changes in Company stock price and dividend payments. | | Performance-Based Restricted Stock Unit Awards | Grants of stock units with time-based vesting if we achieve an annual NFEPS goal. | Provides strong performance incentives by aligning a portion of executive compensation to our financial performance, promotes retention and supports shareowner alignment objectives. |

  59. Role of Compensation Consultant

    Role of Compensation Consultant The LDCC is authorized to retain experts, consultants and other advisors to aid in the discharge of its duties. For fiscal year 2023, the LDCC retained FW Cook as its independent compensation consultant. All work completed by FW Cook is subject to the approval of the LDCC. The independent compensation consultant’s role, with respect to the LDCC, is to provide independent advice and counsel. The independent compensation consultant was retained to (i) assist in gathering and analyzing market data, (ii) advise the LDCC on compensation standards and trends, (iii) provide an annual risk assessment of our compensation policies, and (iv) assist in the implementation of policies and programs. In May 2023, after considering the relevant factors, including those prescribed under SEC and NYSE rules, the LDCC determined that FW Cook had no other financial ties to the Company or our management and the work FW Cook performed which did not create any conflicts of interest. Prior to each meeting of the LDCC, the independent compensation consultant meets with the Chief Executive Officer or his executive officer designee and the Chair of the LDCC, followed, as deemed necessary by the LDCC Chair, by a private meeting with only the LDCC Chair. The LDCC also periodically meets in executive session with its independent compensation consultant to discuss our compensation program. During fiscal year 2023, the independent compensation consultant periodically met with management at the direction of the LDCC, participated in LDCC meetings, reviewed materials in advance of meetings, provided data to the LDCC on market trends and overall compensation design, and reviewed recommendations for base salary and annual short-term and long-term equity incentive awards for our named executive officers.

  60. Peer Group Analysis

    Peer Group Analysis So that we can successfully attract and retain the high-quality executive talent critical to our long-term success, we intend that the levels of compensation available to executive officers who enhance corporate value are competitive with the compensation offered by publicly held companies that are similar to us with regard to size and industry focus. To understand the competitive market for pay and set the compensation terms for our program, we analyze the compensation programs of a peer group of companies.

  61. Fiscal Year 2023 Peer Group

    Fiscal Year 2023 Peer Group In July 2022, with assistance from FW Cook, the LDCC undertook a comprehensive review of the peer group for fiscal year 2023 compensation. The LDCC removed Ameren Corporation and MDU Resources Group, Inc. from the fiscal year 2023 peer group due to business model differences and other qualitative considerations. The following 15 companies were included based on business model similarities, size and other factors to form the peer group for fiscal year 2023 compensation (the “2023 Peer Group”):

  62. Fiscal Year 2023 Peer Group

    | AltaGas Ltd. | IDACORP, Inc. | ONE Gas, Inc. | | Atmos Energy Corporation | National Fuel Gas Company | PNM Resources, Inc. | | Avista Corporation | NiSource Inc. | South Jersey Industries, Inc. | | Black Hills Corporation | Northwest Natural Holding Company | Southwest Gas Holdings, Inc. | | Chesapeake Utilities Corporation | Northwestern Corporation | Spire Inc. |

  63. Peer Group Positioning as of July 31, 2022

    Peer Group Positioning as of July 31, 2022

  64. Peer Group Positioning as of July 31, 2022

    | | Market Capitalization 47TH PERCENTILE | | Revenue 73RD PERCENTILE |

  65. Peer Group Positioning as of July 31, 2022

    | | 2023 Proxy Statement | 41 |

  66. Establishing Total Direct Compensation

    | Name | Salary(1) ($) | Target Annual Short-Term Incentive Amount(2) ($) | Long-Term Equity Incentive Value(3) ($) | Target Total Direct Compensation ($) | | Stephen D. Westhoven | 938,250 | 1,032,075 | 2,768,004 | 4,738,329 | | Roberto F. Bel | 396,000 | 237,600 | 459,494 | 1,093,094 | | Patrick J. Migliaccio | 479,550 | 287,730 | 587,098 | 1,354,378 | | Amy Cradic | 417,000 | 250,200 | 510,508 | 1,177,708 | | Lori DelGiudice | 290,000 | 130,500 | 706,652(4) | 1,127,152 |

  67. Establishing Total Direct Compensation

    | (1) The table states the annual salary of each named executive officer as of January 1, 2023. | | (2) The target annual short-term incentive amount for Mr. Westhoven was 110 percent of annual salary. For Mr. Bel, Mr. Migliaccio and Ms. Cradic, the target short-term incentive amount was 60 percent of annual salary and for Ms. DelGiudice the target short-term incentive amount was 45 percent of annual salary. | | (3) Represents grant date fair market value of long-term equity incentive awards granted in fiscal year 2023. For more information regarding the granting of long-term equity incentive awards in fiscal year 2023, please see “Long-Term Equity Incentive Awards.” | | (4) The amount in this column for Ms. DelGiudice includes the long-term incentives with a grant date fair market value of approximately $450,000 intended to replace awards she was required to forfeit with her previous employer upon accepting employment with us. |

  68. Base Salary

    | (1) Mr. Bel’s salary was increased by approximately 10 percent to better align him with respect to his peers at companies in our 2023 Peer Group. | | (2) Ms. DelGiudice joined the Company on November 7, 2022; as such, increases will not apply. Ms. DelGiudice also received a $100,000 one-time cash award upon accepting employment with us. |

  69. Annual Short-Term Incentive Awards

    Annual Short-Term Incentive Awards We maintain a strong link between performance and pay within our executive compensation program by emphasizing incentives and using financial, operational and leadership measures, which we believe are key drivers of long-term value creation for shareowners. The LDCC reviews and approves the annual performance objectives for the Company and our named executive officers at the start of each fiscal year. Our objectives for the 2023 OIP were to ensure each executive officer understands his or her individual objectives and how they could be achieved based on areas that the officer impacts, to continue the linkage to corporate results and to provide flexibility to determine awards based on qualitative performance assessments.

  70. 2023 OIP Annual Short-Term Incentive Awards

    2023 OIP Annual Short-Term Incentive Awards Under the 2023 OIP, the LDCC first established a performance hurdle (“2023 OIP Performance Hurdle”). Generally, no awards would be paid to officers under the 2023 OIP unless the 2023 OIP Performance Hurdle was achieved. For fiscal year 2023, the LDCC established the 2023 Performance Hurdle in November 2022 of $176.7 million in NJR NFE, which was 75 percent of the NJR target NFE amount for fiscal year 2023 of $235.6 million and $92.0 million in NJNG NFE, which was 75 percent of the NJNG target NFE amount for fiscal year 2023 of $122.6 million. NFE is explained below under “Net Financial Earnings Component.”

  71. 2023 OIP Annual Short-Term Incentive Awards

    | | 2023 Proxy Statement | 43 |

  72. 2023 OIP Annual Short-Term Incentive Awards

    The LDCC reserves the ability to modify, based upon its qualitative assessment, any annual short-term incentive award payable under the 2023 OIP, based upon the recommendations of the Chief Executive Officer and subject to the maximum payout limit. Our Chief Executive Officer also may recommend special recognition awards to named executive officers (other than himself) who have made significant contributions and have demonstrated a sustained level of outstanding performance. The LDCC may approve these recommended awards, and also may approve special recognition awards to the Chief Executive Officer. The Chief Executive Officer engages in extensive discussions, evaluation and review of his recommendations with the LDCC to reach a consensus on the annual short-term incentive awards. The Chief Executive Officer uses the criteria set forth in the 2023 OIP to guide his recommendations of the target annual short-term incentive awards for the named executive officers, other than himself, to the LDCC. Each named executive officer’s annual short-term incentive award is based 50 percent on our NFE, 30 percent on the named executive officer achieving an individual leadership component, and 20 percent on the Company meeting the goals of an overall Commitment to Stakeholders component. Each of these criteria is described below. These criteria are used to balance our focus on affordability with the use of non-financial metrics that are leading indicators of the creation of long-term shareowner value. While these criteria serve as guidelines, the Chief Executive Officer has discretion to recommend a modification of the actual short-term incentive awards for each of the named executive officers (other than himself) to the LDCC. No such discretion was used for the 2023 OIP. The target percentage of base salary for the annual short-term award opportunity for each of our named executive officers is set forth below.

  73. 2023 OIP Annual Short-Term Incentive Awards

    | Name | Target Annual Short-Term Incentive Award Opportunity | | Stephen D. Westhoven | 110% | | Roberto F. Bel | 60% | | Patrick J. Migliaccio | 60% | | Amy Cradic | 60% | | Lori DelGiudice | 45% |

  74. 2023 OIP Annual Short-Term Incentive Awards

    | | 2023 Proxy Statement | 44 |

  75. 2023 OIP Annual Short-Term Incentive Awards

    Actual fiscal year 2023 short-term incentive award payments under the 2023 OIP, if earned, could range from 0 percent up to 150 percent of the target amount for each named executive officer, calculated as shown above. Amounts payable in excess of target may be paid in full, or in part, in the form of cash, restricted stock or deferred stock retention unit awards based on our Chief Executive Officer’s recommendation and LDCC approval.

  76. Net Financial Earnings Component

    Net Financial Earnings Component NFE represents net income excluding the accounting impact and resulting volatility in our GAAP earnings due to unrealized gains and losses from certain derivative instruments, net of applicable tax adjustments. NFE is not an alternative to a measure of liquidity or financial performance derived from GAAP, such as earnings per share. We use NFE as a key performance measure for compensation purposes because we believe it strongly encourages capital discipline and better investment decisions and leads to enhanced cash flow and shareowner value. As our chief operating decision maker, our Chief Executive Officer uses NFE as a measure of profit or loss in measuring the results of our operations. For a full discussion of NFE and a reconciliation to net income, please see Appendix A. Generally, no annual short-term incentive award is payable to our named executive officers under the 2023 OIP unless we achieve the 2023 OIP Performance Hurdle. However, the LDCC retains the ability to pay an annual short-term incentive award even if we do not achieve the 2023 OIP Performance Hurdle as there may be circumstances under which the LDCC may decide that an annual short-term incentive award is still appropriate. For fiscal year 2023, the target NFE amount for NJR, which was applicable to Messrs. Westhoven and Bel and Mses. Cradic and DelGiudice, was $235.6 million. Therefore, the Minimum NFE, the hurdle, applicable to these individuals was $176.7 million. The fiscal year 2023 NFE target was based on our NFE guidance for fiscal year 2023. NJR’s NFE for fiscal year 2023 was $261.8 million. The target NFE for NJNG, applicable to Mr. Migliaccio was $122.6 million. The Minimum NFE applicable to his short-term incentive award was $92 million. NJNG’s NFE for fiscal year 2023 was $131.4 million. The graphs below show the performance/payout curve for the NFE component of the annual short-term incentive awards applicable to NJR (for Messrs. Westhoven and Bel and Mses. Cradic and DelGiudice) and NJNG (for Mr. Migliaccio). Payouts for performance between the stated percentages are interpolated.

  77. CTS Performance Measures

    CTS Performance Measures The average company-wide performance equaled 125.7 percent payout of the target goals. This corresponded to a payout of 25.14 percent of the target payout amount for the CTS component of the annual short-term incentive award formula.

  78. Actual Fiscal Year 2023 Annual Short-Term Incentive Award Payouts under the 2023 OIP

    Actual Fiscal Year 2023 Annual Short-Term Incentive Award Payouts under the 2023 OIP In November 2023, the LDCC reviewed our NFE against the 2023 OIP Performance Hurdle before considering whether each of the named executive officers qualified for an annual short-term incentive award under the 2023 OIP as follows:

  79. Actual Fiscal Year 2023 Annual Short-Term Incentive Award Payouts under the 2023 OIP

    | 2023 OIP NJR Performance Hurdle: $176.7 million NFE 2023 OIP NJR NFE Target: $235.6 million NFE Actual NJR NFE 2023: $261.8 million NFE 2023 OIP NJNG Performance Hurdle: $92.0 million NFE 2023 OIP NJNG NFE Target: $122.6 million NFE Actual NJNG NFE 2023: $131.4 million NFE |

  80. NFE COMPONENT CALCULATION

    | (In millions) | | | | | | | NJR | NJR Actual NFE | NJR Target NFE | Percent of Target Payout Amount | Component Percentage | Amount Earned as Percent of Total Annual Short-Term Incentive Award | | | $261.8 | $235.6 | 127.8% | 50% | 63.9% |

  81. NFE COMPONENT CALCULATION

    | (In millions) | | | | | | | NJNG | NJNG NFE | NJNG Target NFE | Percent of Target Payout Amount | Component Percentage | Amount Earned as Percent of Total Annual Short-Term Incentive Award | | | $131.4 | $122.6 | 135.0% | 50% | 67.5% |

  82. Leadership Component

    The Chief Executive Officer advised the LDCC that Mr. Migliaccio and Ms. Cradic each achieved 140 percent of their leadership goals, which corresponded to a payout amount equal to 42 percent each of their total target annual short-term incentive awards. Mr. Bel achieved 123.33 percent of his leadership goals, which corresponded to a payout amount equal to 37 percent of his total target annual short-term incentive awards. Ms. DelGiudice achieved 133.33 percent of her leadership goals, which corresponded to a payout amount equal to 40 percent of her total target annual short-term incentive awards. The LDCC determined that Mr. Westhoven achieved 150 percent of his leadership goals, which corresponded to a payout amount equal to 45 percent of his total target annual short-term incentive award. We calculated the payout amount for the Leadership Component for each named executive officer as follows:

  83. Leadership Component

    | Name | Percent of Target Payout Amount for Leadership Component | Component Percentage | Amount Earned as Percent of Total Annual Short-Term Incentive Award | | Stephen D. Westhoven | 150.00% | 30% | 45% | | Roberto F. Bel | 123.33% | 30% | 37% | | Patrick J. Migliaccio | 140.00% | 30% | 42% | | Amy Cradic | 140.00% | 30% | 42% | | Lori DelGiudice | 133.33% | 30% | 40% |

  84. CTS Component

    | Actual Performance as a Percentage of Commitment to Stakeholders Target | Component Percentage | Amount Earned as Percent of Total Annual Short-Term Incentive Award | | 125.7% | 20% | 25.14% |

  85. CTS Component

    | OIP FORMULA PAYOUT FOR | | | | | | | | | MR. WESTHOVEN: | PAYOUT FOR NFE 63.9% | + | PAYOUT FOR LEADERSHIP 45.0% | + | PAYOUT FOR CTS 25.14% | = | A PERCENTAGE OF TARGET AMOUNT(1) 134.04% | | MR. BEL: | PAYOUT FOR NFE 63.9% | + | PAYOUT FOR LEADERSHIP 37.0% | + | PAYOUT FOR CTS 25.14% | = | A PERCENTAGE OF TARGET AMOUNT(1) 126.04% | | MR. MIGLIACCIO: | PAYOUT FOR NFE 67.5 % | + | PAYOUT FOR LEADERSHIP 42.0% | + | PAYOUT FOR CTS 25.14% | = | A PERCENTAGE OF TARGET AMOUNT(1) 134.64% | | MS. CRADIC: | PAYOUT FOR NFE 63.9% | + | PAYOUT FOR LEADERSHIP 42.0% | + | PAYOUT FOR CTS 25.14% | = | A PERCENTAGE OF TARGET AMOUNT(1) 131.04% | | MS. DELGIUDICE: | PAYOUT FOR NFE 63.9% | + | PAYOUT FOR LEADERSHIP 40.0% | + | PAYOUT FOR CTS 25.14% | = | A PERCENTAGE OF TARGET AMOUNT(1) 129.04% |

  86. CTS Component

    | Name | Fiscal Year 2023 Annual Short-Term Incentive Award Paid ($) | | Stephen D. Westhoven | 1,383,393 | | Roberto F. Bel | 299,471 | | Patrick J. Migliaccio | 387,400 | | Amy Cradic | 327,862 | | Lori DelGiudice | 168,397 |

  87. Long-Term Equity Incentive Awards

    Long-Term Equity Incentive Awards Our primary objectives in granting long-term equity incentive awards are to encourage significant ownership of our Common Stock by management and to provide long-term financial incentives linked directly to the long-term performance of the Company. The LDCC believes that ensuring significant ownership of our Common Stock by senior management is the optimal way to align the interests of management and our shareowners. Our equity incentive program is effectively designed to further this objective.

  88. Long-Term Equity Incentive Awards

    | | 2023 Proxy Statement | 51 |

  89. Long-Term Equity Incentive Awards

    In November 2022, after consulting with FW Cook, the LDCC determined that a portion of our executive officers’ total compensation should continue to be delivered in a mix of Time-Vested Restricted Stock Units and performance-based equity awards. For fiscal year 2023, the Board approved, pursuant to the recommendation of the Chief Executive Officer, the long-term incentive program granting four types of awards:

  90. Long-Term Equity Incentive Awards

    | Type of award | Recipient(s) | Performance or vesting conditions | Performance or vesting period | | FY 2023 TSR Performance Share Units(1) | All named executive officers | NJR TSR must meet or exceed performance goals relative to TSR for an industry comparator group | Thirty-six months beginning October 1, 2022 | | FY 2023 NFE Performance Share Units(1) | All named executive officers | Meet or exceed performance goals for cumulative NFEPS | Thirty-six months beginning October 1, 2022 | | Performance-Based Restricted Stock Units(1) | Mr. Westhoven | Meet or exceed NFEPS performance goal for the fiscal year ending September 30, 2023 | Three equal installments on September 30, 2023, 2024, and 2025 | | Time-Vested Restricted Stock Units(1) | All named executive officers other than Mr. Westhoven | None | Three equal installments on October 15, 2023, 2024, and 2025 |

  91. Long-Term Equity Incentive Awards

    | (1) All of these equity awards generally require the recipient to still be employed by NJR on the vesting date. |

  92. Long-Term Equity Incentive Awards

    The Performance Share Units and Performance-Based Restricted Stock Units granted to the President and Chief Executive Officer were entirely “at-risk,” because they will be forfeited if the applicable performance goals are not met. Approximately 50 percent of the shares that make up the awards to our other named executive officers were “at-risk,” while the remaining 50 percent of the awards were in the form of Time-Vested Restricted Stock Units. Equity awards were granted to promote retention of the named executive officers, while the FY 2023 TSR Performance Share Units benchmark our performance against an industry comparator group over an extended period of time, and the FY 2023 NFE Performance Share Units measure our performance against 3-year cumulative NFEPS-based goals set by the LDCC. The graphic on the left below shows that 100 percent of Mr. Westhoven’s long-term incentive plan (“LTIP”) grants in fiscal year 2023 were performance-based equity grants. The graphic in the middle illustrates the split in the number of shares granted between Time-Vested Restricted Stock Unit grants and the performance-based equity grants to our named executive officers, other than Mr. Westhoven, in fiscal year 2023. The graphic below on the right shows the historical mix between the Time-Vested Restricted Stock Unit or deferred stock retention unit grants and performance-based awards to named executive officers between 2019 and 2023 based upon the number of shares granted. These graphics highlight our emphasis over the past five years on awarding a mix of performance-based awards, such as performance share units and Performance-Based Restricted Stock Units, and Time-Vested Restricted Stock Units or deferred stock retention unit awards. The actual value a named executive officer may receive will depend upon the number of shares received and the market price of our Common Stock at the time the awards vest.

  93. Long-Term Equity Incentive Awards

    | | 2023 Proxy Statement | 52 |

  94. Long-Term Equity Incentive Awards

    In designing the long-term equity incentive program, the LDCC established the following key objectives:

  95. Long-Term Equity Incentive Awards

    | ► | Selecting long-term equity incentive levels and vehicles that are competitive with our peer group and balance retention and performance motivation objectives. |

  96. Long-Term Equity Incentive Awards

    | ► | Granting Restricted Stock Units with meaningful vesting periods to encourage retention of key executives. |

  97. Long-Term Equity Incentive Awards

    | ► | Using Performance Share Unit awards and Performance-Based Restricted Stock Units based upon NFEPS or relative TSR to link compensation to Company performance criteria that are meaningful to shareowners. |

  98. Long-Term Equity Incentive Awards

    With the exception of significant promotions and new hires, equity grants, including long-term equity incentive awards, generally are awarded at the first regularly scheduled LDCC meeting following the conclusion of the fiscal year. This timing enables us to consider the prior year performance of the Company and the participants and our expectations for the next performance period. The awards are made as early as practicable in our fiscal year to maximize the time period for the incentives associated with the awards. The LDCC approved the fiscal year 2023 long-term equity incentive awards on November 10, 2022.

  99. FY 2023 TSR Performance Share Unit Awards

    FY 2023 TSR Performance Share Unit Awards Each FY 2023 TSR Performance Share Unit is equal to one share of Common Stock. The FY 2023 TSR Performance Share Unit awards vest at the end of a 36-month performance period beginning on October 1, 2022, and ending on September 30, 2025, based on Company TSR versus a 16-company industry comparator group selected using objective screening criteria. The industry comparator group listed below, which includes U.S.-based natural gas and multi-utility companies with a market capitalization between one-fifth and five times that of NJR as of May 31, 2022, is used solely for purposes of this award. For reference, the TSR comparator group includes 12 of the companies that make up the fiscal year 2023 peer group used to benchmark compensation. The TSR comparator group below was approved in July 2022 for fiscal 2023 awards.

  100. FY 2023 TSR Performance Share Unit Awards

    | Atmos Energy Corporation | National Fuel Gas Company | Southwest Gas Corporation | | Avista Corp. | NiSource Inc. | Spire Inc. | | Black Hills Corporation | Northwest Natural Gas Company | UGI Corporation | | CenterPoint Energy, Inc. | Northwestern Corporation | Unitil Corporation | | Chesapeake Utilities Corporation | ONE Gas, Inc. | | | CMS Energy Corp. | South Jersey Industries, Inc. | |

  101. FY 2023 TSR Performance Share Unit Awards

    The target awards to the named executive officers are shown below.

  102. FY 2023 TSR Performance Share Unit Awards

    | Name | Grant Date | Number of FY 2023 TSR Performance Share Units (Target) | Grant Date Fair Value(1) Target ($) | | Stephen D. Westhoven | 11/10/2022 | 14,277 | 656,742 | | Roberto F. Bel | 11/10/2022 | 2,370 | 109,020 | | Patrick J. Migliaccio | 11/10/2022 | 3,028 | 139,288 | | Amy Cradic | 11/10/2022 | 2,633 | 121,118 | | Lori DelGiudice | 11/10/2022 | 1,324 | 60,904 |

  103. FY 2023 TSR Performance Share Unit Awards

    | (1) Target amounts represent the grant date fair value calculated in accordance with FASB ASC Topic 718 and based upon the closing price of our Common Stock of $46.00 on November 10, 2022, utilizing a lattice model. The actual value of these awards will be determined based upon the number of FY 2023 TSR Performance Share Units that vest at the end of the performance period on September 30, 2025, and the closing price of our Common Stock on September 30, 2025. |

  104. FY 2023 TSR Performance Share Unit Awards

    | | 2023 Proxy Statement | 53 |

  105. FY 2023 TSR Performance Share Unit Awards

    The number of FY 2023 TSR Performance Share Units earned will be determined as follows:

  106. FY 2023 TSR Performance Share Unit Awards

    | Relative TSR Percentile | % of Target Award to Vest(1) | | <25th | 0% | | 25th (threshold) | 40% | | 55th (target) | 100% | | 80th and above (maximum) | 150% |

  107. FY 2023 TSR Performance Share Unit Awards

    | (1) If the Company’s TSR falls between any two specified percentiles, the TSR Performance Share Units earned will be determined by mathematical interpolation on a straight-line basis. |

  108. FY 2023 TSR Performance Share Unit Awards

    TSR is computed as follows: TSR = (Priceend – Pricebegin + Dividends) / Pricebegin Pricebegin = the average of the closing share price of the Common Stock over the 20 trading days beginning October 1, 2022. Priceend = the average of the closing share price of the Common Stock over the 20 trading days ending September 30, 2025. Dividends = dividends or other distributions paid to shareowners with respect to the Common Stock with ex-dividend dates falling within the 36-month period between October 1, 2022, and September 30, 2025 (with cash dividends and other distributions deemed reinvested in shares of Common Stock as of the ex-dividend date based on the price of the Common Stock on that date).

  109. FY 2023 NFE Performance Share Unit Awards

    FY 2023 NFE Performance Share Unit Awards Each FY 2023 NFE Performance Share Unit is equal to one share of Common Stock. The FY 2023 NFE Performance Share Units vest, if at all, based upon our Cumulative NFEPS (defined below) over the 36-month period beginning on October 1, 2022, and ending on September 30, 2025. The NFEPS targets are based upon our three-year financial plan and are designed to challenge our executives by being aggressive, but achievable, and to encourage and reward continued growth in our NFE on a per share basis. The cumulative NFE Performance Share target of $7.87 represents an annual compound growth rate consistent with our long-term NFE guidance. The target awards to the named executive officers are shown below.

  110. FY 2023 NFE Performance Share Unit Awards

    | Name | Grant Date | Number of FY 2023 NFE Performance Share Units (Target) Granted | Grant Date Fair Value(1) Target ($) | | Stephen D. Westhoven | 11/10/2022 | 15,299 | 703,754 | | Roberto F. Bel | 11/10/2022 | 2,540 | 116,840 | | Patrick J. Migliaccio | 11/10/2022 | 3,245 | 149,270 | | Amy Cradic | 11/10/2022 | 2,822 | 129,812 | | Lori DelGiudice | 11/10/2022 | 1,418 | 65,228 |

  111. FY 2023 NFE Performance Share Unit Awards

    | (1) Target amounts represent the grant date fair value calculated in accordance with FASB ASC Topic 718 and based upon the closing price of our Common Stock of $46.00 on November 10, 2022. The actual value of these awards will be determined based upon the number of performance share units that vest at the end of the performance period on September 30, 2025, and the closing price of our Common Stock on September 30, 2025. |

  112. FY 2023 NFE Performance Share Unit Awards

    | | 2023 Proxy Statement | 54 |

  113. FY 2023 NFE Performance Share Unit Awards

    The number of FY2023 NFE Performance Share Units earned will be determined based on the following table.

  114. FY 2023 NFE Performance Share Unit Awards

    | Cumulative NFEPS | Performance Share Units Earned as a Percentage of Target Performance(1) | | Less than $6.30 | 0% | | $6.30 (threshold) | 50% | | $7.87 (target) | 100% | | $9.44 or greater (maximum) | 150% |

  115. FY 2023 NFE Performance Share Unit Awards

    | (1) Payout for performance between goals will be interpolated on a straight-line basis. |

  116. FY 2023 NFE Performance Share Unit Awards

    “NFEPS” is the NFE per basic share of Common Stock that the Company reports on a quarterly and annual basis to the public and in its quarterly reports on Form 10-Q and annual report on Form 10-K that are filed with the SEC. “Cumulative NFEPS” is the sum of the annual NFEPS for the three fiscal years ended September 30, 2023, 2024 and 2025, calculated as follows: Cumulative NFEPS = NFEPSFY2023 + NFEPSFY2024 + NFEPSFY2025 The earned FY 2023 NFE Performance Share Units will be delivered to participants at the end of the performance period after the LDCC determines that the performance objectives have been met.

  117. FY 2023 Performance-Based Restricted Stock Unit Awards

    FY 2023 Performance-Based Restricted Stock Unit Awards Mr. Westhoven was granted Performance-Based Restricted Stock Units (“PBRS”) that would vest in up to three equal installments on September 30, 2023, September 30, 2024 and September 30, 2025, if the performance goal of $1.83 NFEPS for the fiscal year ended September 30, 2023, was achieved.

  118. FY 2023 Performance-Based Restricted Stock Unit Awards

    | Name | Number of Shares of PBRS Granted | Grant Date Fair Value ($)(1) | | Stephen D. Westhoven | 30,598 | 1,407,508 |

  119. FY 2023 Performance-Based Restricted Stock Unit Awards

    | (1) Represents the full grant date fair value calculated in accordance with FASB ASC Topic 718 and based upon the closing price of our Common Stock of $46.00 on November 10, 2022. |

  120. FY 2023 Performance-Based Restricted Stock Unit Awards

    The performance goal of $1.83 NFEPS for NJR for the fiscal year ended September 30, 2023, was met and certified by the LDCC on November 15, 2023. As a result, Mr. Westhoven earned 30,598 shares, of which 10,588 shares, including accumulated dividends, vested on November 15, 2023. Mr. Westhoven’s remaining shares will vest in equal installments in September 2024 and September 2025.

  121. FY 2023 Time-Vested Restricted Stock Units

    FY 2023 Time-Vested Restricted Stock Units The LDCC approved the following grant of Time-Vested Restricted Stock Unit awards to named executive officers other than Mr. Westhoven as recognition for performance during fiscal year 2022 and as a retention vehicle. We note that Ms. DelGiudice’s Restricted Stock Unit award, as shown below, also represents compensation intended to replace awards that Ms. DelGiudice was required to forfeit with her previous employer by virtue of accepting the position with us. Each award will vest in up to three predetermined installments between September and October of 2023, 2024 and 2025, respectively. The LDCC values Time-Vested Restricted Stock Unit awards at the fair market value of the number of shares of our Common Stock on the date of grant.

  122. FY 2023 Time-Vested Restricted Stock Units

    | | 2023 Proxy Statement | 55 |

  123. FY 2023 Time-Vested Restricted Stock Units

    | Name | Number of Shares of Time-Vested Restricted Stock Units Granted | Grant Date Fair Value ($)(1) | | Roberto F. Bel | 5,079 | 233,634 | | Patrick J. Migliaccio | 6,490 | 298,540 | | Amy Cradic | 5,643 | 259,578 | | Lori DelGiudice(2) | 12,620 | 580,520 |

  124. FY 2023 Time-Vested Restricted Stock Units

    | (1) Represents the full grant date fair value calculated in accordance with FASB ASC Topic 718 and based upon the closing price of our Common Stock of $46.00 on November 10, 2022. | | (2) The amounts in this row for Ms. DelGiudice include long-term incentives granted to Ms. DelGiudice upon her acceptance of employment with us to replace awards she was required to forfeit from her previous employer. For more information, please see “Establishing Total Direct Compensation.” |

  125. FY 2021 NFE Performance Shares Vesting

    FY 2021 NFE Performance Shares Vesting In November 2020, the LDCC approved the grant to certain of our named executive officers of FY 2021 NFE Performance Share Unit awards with performance criteria based upon the Company’s cumulative NFEPS. Each FY 2021 NFE Performance Share Unit was equal to one share of Common Stock. The FY 2021 NFE Performance Shares were eligible for vesting based upon the Cumulative NFEPS over the 36-month period beginning on October 1, 2020, and ending on September 30, 2023. As illustrated in the tables below, 150 percent of FY 2021 NFE Performance Shares vested after our actual performance was certified by the LDCC as $7.36 per share.

  126. FY 2021 NFE Performance Shares Vesting

    | Cumulative NFEPS | Performance Share Units Earned as a Percentage of Target Performance Shares | | Less than $4.73 | 0% | | $4.73 (threshold) | 50% | | $5.91 (target) | 100% | | $7.09 or greater (maximum) | 150% | | $7.36 (actual) | 150% |

  127. FY 2021 NFE Performance Shares Vesting

    “NFEPS” is the NFE per basic share of Common Stock that the Company reports on a quarterly and annual basis to the public and in its quarterly reports on Form 10-Q and annual report on Form 10-K that are filed with the SEC. “Cumulative NFEPS” is the sum of the annual NFEPS for the three fiscal years ended September 30, 2021, 2022 and 2023, calculated as follows: Cumulative NFEPS = NFEPSFY2021 + NFEPSFY2022 + NFEPSFY2023 The table below shows the actual payouts for the named executive officers who received FY 2021 NFE Performance Share Unit awards based on the vesting percentage of 150 percent, which includes dividend equivalents.

  128. FY 2021 NFE Performance Shares Vesting

    | Name | Grant Date | Number of FY 2021 NFE Performance Share Units (Target) Granted | Number of Shares Actually Vested | | Stephen D. Westhoven | 11/9/2020 | 12,991 | 21,707 | | Roberto Bel | 11/9/2020 | 1,622 | 2,714 | | Patrick J. Migliaccio | 11/9/2020 | 4,012 | 6,705 | | Amy Cradic | 11/9/2020 | 3,014 | 5,033 |

  129. FY 2021 NFE Performance Shares Vesting

    | | 2023 Proxy Statement | 56 |

  130. FY 2021 TSR Performance Shares Vesting

    FY 2021 TSR Performance Shares Vesting In November 2020, the LDCC approved the grant to certain of our named executive officers of FY 2021 TSR Performance Share Unit awards with performance criteria based on TSR performance relative to an industry comparator group. Each FY 2021 TSR Performance Share Unit was equal to one share of Common Stock. The FY 2021 TSR Performance Shares were eligible for vesting at the end of a 36-month performance period beginning on October 1, 2020, and ending on September 30, 2023, based upon our relative TSR versus the established comparator group used for compensation purposes at the time of grant. At the end of the performance period, our actual performance, as certified by the LDCC, was in the 99th percentile.

  131. FY 2021 TSR Performance Shares Vesting

    | Relative TSR Percentile | % of Target Award to Vest | | <25th | 0% | | 25th (threshold) | 40% | | 55th (target) | 100% | | 80th and above (maximum) | 150% | | 99th (actual) | 150% |

  132. FY 2021 TSR Performance Shares Vesting

    TSR was computed as follows: TSR = (Priceend – Pricebegin + Dividends) / Pricebegin Pricebegin = the average of the closing share price of Common Stock over the 20 trading days beginning October 1, 2020 Priceend = the average of the closing share price of Common Stock over the 20 trading days ending September 30, 2023 Dividends = dividends or other distributions paid to shareowners with respect to the Common Stock with ex-dividend dates falling within the 36-month period between October 1, 2020, and September 30, 2023 (with such dividends and other distributions deemed reinvested in shares of Common Stock as of the ex-dividend date based on the price of the Common Stock on the ex-dividend date where not paid in shares of Common Stock) Upon achievement of total shareowner return at a percentile between any two specified percentiles, any TSR Performance Share Units earned would have been determined by mathematical interpolation on a straight-line basis.

  133. FY 2021 TSR Performance Shares Vesting

    | Name | Grant Date | Number of FY 2021 TSR Performance Share Units (Target) Granted | Number of Shares Actually Vested | | Stephen D. Westhoven | 11/9/2020 | 13,773 | 23,017 | | Roberto F. Bel | 11/9/2020 | 1,720 | 2,873 | | Patrick J. Migliaccio | 11/9/2020 | 4,253 | 7,106 | | Amy Cradic | 11/9/2020 | 3,196 | 5,342 |

  134. Severance Policies

    Severance Policies Severance protection is provided to our senior executives in their employment continuation agreements (defined below) with the Company, but only if an executive is terminated following a “change of control.” This protection is designed to be fair and competitive and to aid in attracting and retaining experienced executives. We believe the protection we provide, including the level of severance payments and post-termination benefits, is appropriate and within the range of competitive practice. Severance protection following a change of control provides a number of important benefits to us. First, it permits an executive to evaluate a potential change of control while relatively free of concern for the executive’s own situation or the need to seek employment elsewhere. Second, change of control transactions take time to unfold, and a stable management team can help preserve our operations — either to enhance the value delivered to a buyer in the transaction or, if no transaction is consummated, to ensure that our business will continue without undue disruption. Finally, we believe our change of control protections encourage management to consider, on an ongoing basis, whether a strategic transaction — even one that would vest control of the Company in a third party — might be advantageous to our shareowners.

  135. Amended and Restated Employment Continuation Agreements

    Amended and Restated Employment Continuation Agreements Each of our named executive officers has entered into an Employment Continuation Agreement with the Company (“Employment Continuation Agreement”). The Employment Continuation Agreements provide each executive certain rights in the event that his or her employment is terminated within two years following the occurrence of a “change of control” (as defined in the agreements) (i) by us without “Cause” (as defined in the agreements) or (ii) by the executive for “Good Reason” (as defined in the agreements). Subject to the limitation described in the next paragraph, upon such termination of employment, the executive will receive three times (in the case of Mr. Westhoven) or two times (in the case of the other named executive officers) the sum of (x) annual base salary and (y) the average of annual bonuses paid or payable with respect to the last three calendar years ended prior to the change of control. The Employment Continuation Agreements contain a “best net” provision where, if any excise tax is due, NJR will not make a gross-up payment, but instead will reduce payments to the executive to the extent necessary to avoid the imposition of an excise tax if such reduction will provide the executive the best net after-tax result. If full payment to an executive will result in the best net after-tax result, the full amount will be paid, but the executive will be solely responsible for any potential excise tax payment.

  136. Amended and Restated Employment Continuation Agreements

    The payments that may be due under the Employment Continuation Agreements in the event of a change of control are described in more detail below in the section entitled “Potential Payments Upon Termination or Change of Control.”

  137. Compensation Risk Assessment

    | ► | We have an appropriate pay philosophy, peer group and market positioning in light of NJR’s business model. | | ► | Cash compensation is not overly weighted toward short-term incentives, and there is an appropriate balance of cash and equity opportunity in the overall program to align management and shareowner interests. | | ► | Short-and long-term incentives are focused on profitability, with consideration of other critical stakeholder issues. | | ► | Performance goals are set to levels that encourage strong performance and that can support the resulting compensation expense, but are based upon operating levels that can be attained without taking inappropriate risks or deviating from approved strategies. In light of the overall balance of the program, the performance goals discourage pursuit of excessively risky business strategies. | | ► | Long-term incentives have multi-year vesting and/or performance periods (three years) to ensure a long-term focus and appropriate balance against short-term goals. The relative TSR metric for the TSR performance share units does not require highest of peers performance for maximum payout. Realized value from long-term incentives is linked to absolute and relative stock price performance. | | ► | Short-and long-term incentive payouts are generally capped at 150 percent of target. | | ► | The LDCC exercises independent oversight, with discretion to reduce incentives based on a subjective evaluation of individual performance. | | ► | We have adopted substantial share ownership guidelines, anti-hedging/pledging policies and comprehensive clawback policies, which satisfy the requirements of Rule 10D-1 of the Exchange Act and applicable NYSE listing standards (adopted prior to December 1, 2023). |

  138. Summary Compensation Table

    Summary Compensation Table

  139. Summary Compensation Table

    | Name and Principal Position | Year | Salary(1) ($) | Stock Awards(2) ($) | Bonus(3) ($) | Non-Equity Incentive Plan Compensation(4) ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(5) ($) | All Other Compensation(6) ($) | Total ($) | | STEPHEN D. WESTHOVEN President and Chief Executive Officer | 2023 | 938,250 | 2,768,004 | – | 1,383,393 | 627,726 | 75,307 | 5,792,680 | | | 2022 | 884,417 | 2,254,623 | – | 1,409,958 | – | 63,776 | 4,612,774 | | | 2021 | 808,841 | 1,822,848 | – | 1,312,245 | 782,952 | 56,573 | 4,783,459 | | ROBERTO F. BEL Senior Vice President and Chief Financial Officer | 2023 | 396,000 | 459,494 | | 299,471 | – | 40,923 | 1,195,888 | | | 2022 | 350,794 | 335,267 | – | 296,827 | – | 37,885 | 1,020,773 | | PATRICK J. MIGLIACCIO Senior Vice President and Chief Operating Officer, NJNG | 2023 | 479,550 | 587,098 | – | 387,400 | 69,535 | 48,404 | 1,571,987 | | | 2022 | 456,687 | 654,726 | – | 379,003 | – | 37,104 | 1,527,520 | | | 2021 | 431,388 | 562,896 | 1,000 | 381,744 | 114,284 | 35,468 | 1,526,780 | | AMY CRADIC Senior Vice President and Chief Operating Officer of Non-Utility Businesses, Strategy and External Affairs | 2023 | 417,000 | 510,508 | – | 327,862 | – | 48,287 | 1,303,657 | | | 2022 | 389,357 | 581,979 | – | 329,808 | – | 43,600 | 1,344,744 | | | 2021 | 345,109 | 422,968 | 1,000 | 305,395 | – | 38,042 | 1,112,514 | | LORI DELGIUDICE Senior Vice President, Human Resources | 2023 | 290,000 | 706,652 | 100,000 | 168,397 | – | 18,603 | 1,283,652 |

  140. Summary Compensation Table

    | (1) Salary amounts include cash compensation earned by each named executive officer during fiscal years 2023, 2022 and 2021, as applicable, as well as any amounts earned in fiscal years 2023, 2022 and 2021, but contributed under our 401(k) Plan. | | (2) The amounts included are the grant date fair value of the stock awards granted in fiscal years 2023, 2022 and 2021, determined under share-based compensation accounting guidance in accordance with FASB ASC Topic 718. There were no options granted to the named executive officers in fiscal years 2023, 2022 and 2021. These amounts reflect the aggregate grant date fair value for these awards. For the FY 2023 TSR Performance Share Unit awards and the FY 2023 NFE Performance Share Unit awards granted in fiscal year 2023 to the named executive officers pursuant to the 2017 Plan that are subject to performance conditions, the values in the Summary Compensation Table above reflect the probable outcome of such performance conditions. The grant date fair values of the FY 2023 NFE Performance Share Unit awards, assuming the highest level of performance conditions for each of the named executive officers, are: Mr. Westhoven: $1,055,631; Mr. Bel: $175,260; Mr. Migliaccio: $223,905; Ms. Cradic: $194,718; and Ms. DelGiudice: $97,842. With respect to the FY 2023 TSR Performance Share Units, the maximum amount that could be earned based upon the grant date fair value for each of the named executive officers is Mr. Westhoven: $985,113; Mr. Bel: $163,530; Mr. Migliaccio: $208,932; Ms. Cradic: $181,677; and Ms. DelGiudice: $91,356. The amounts in this column include the grant date fair value of PBRS granted to Mr. Westhoven in fiscal year 2023 in the amount of $1,407,508. Assumptions used in the calculation of the foregoing award amounts are included in Note 10 to each of the consolidated financial statements included in our Annual Reports on Form 10-K for the fiscal years ended September 30, 2023, 2022, and 2021 and incorporated by reference into this Proxy Statement. Information on individual equity awards granted to the named executive officers in fiscal year 2023 is set forth in the section entitled “Grants of Plan-Based Awards.” Information on the vesting of restricted stock is set forth in the section entitled “Stock Vested.” The amounts in this column for Ms. DelGiudice include long-term incentives intended to replace awards she was required to forfeit with her previous employer upon accepting employment with us. |

  141. Summary Compensation Table

    | | 2023 Proxy Statement | 64 |

  142. Summary Compensation Table

    | (3) The amount in this column for Ms. DelGiudice for fiscal year 2023 represents her sign-on cash award upon joining the Company on November 7, 2022. The amounts included in this column for Mr. Migliaccio and Ms. Cradic include a special bonus that was given to all employees, except Mr. Westhoven, in recognition of their continued hard work and dedication during the COVID-19 pandemic. | | (4) The amounts represent cash awards to the named executive officers under our performance-based annual incentive plans for fiscal years 2023, 2022 and 2021, which is discussed in the section entitled “Annual Short-Term Incentive Awards.” While the amounts for all of the named executive officers were earned for fiscal years 2023, 2022 and 2021 performance, as the case may be, they were not paid to the named executive officers until November 2023, November 2022 and November 2021, respectively. | | (5) The amounts shown in this column for Messrs. Westhoven and Migliaccio represent the change in the actuarial present value of the accumulated benefits under all of our pension plans for the named executive officers. For those named executive officers, the change in the pension value was calculated using the same actuarial assumptions, with the exception of turnover, retirement, disability and pre-retirement mortality as used to compute the accumulated benefit obligations as of September 30, 2023, 2022 and 2021, as stated in our Annual Report on Form 10-K for the years ended September 30, 2023, 2022 and 2021, respectively. These assumptions included an interest rate of 3.07 percent as of September 30, 2021, 5.50 percent as of September 30, 2022 and 5.87 percent as of September 30, 2023. The present value of the benefits has been calculated assuming the named executive officers stay in employment until age 60, which is the earliest age the executive could collect a benefit without reduction for early retirement. The change in the actuarial present value of the accumulated pension benefits under our pension plan for the fiscal year ended September 30, 2023 reflects (i) the value of benefits accrued this fiscal year plus (ii) the increase in value of previously accrued benefits due to time plus (iii) the change in value for benefits accrued in all prior years of employment due to change in interest rate. For the named executive officer group as a whole, there was a 26% increase attributable to the increase in benefits to be paid and a 7% decrease due to the change in interest rate from 5.50% to 5.87%. The largest contribution to the change in fiscal year 2022 was the decrease in value due to the change in interest rates, and the largest contribution to the change in fiscal year 2021 was the increase in value of benefits to be paid. The interest rate used to determine the present value is set each year in accordance with GAAP to match the yield of AA bonds with similar duration at the end of the fiscal year and is reviewed by our independent actuaries and accountants. | | (6) The table below reflects the types and dollar amounts of perquisites, additional compensation and other personal benefits provided to the named executive officers during fiscal year 2023. For purposes of computing the dollar amounts of the items listed below, we used the actual out-of-pocket costs to us of providing the perquisite or other personal benefit to the named executive officer. The named executive officers paid any taxes associated with these benefits without reimbursement from us. |

  143. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table presents information regarding grants of plan-based awards to the named executive officers during the fiscal year ended September 30, 2023.

  144. Grants of Plan-Based Awards

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of | Grant Date | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold ($) | Target ($) | Maximum ($) | Shares of Stock or Units(3) | Fair Value of Stock Awards(4) | | Stephen D. Westhoven | | | | | | | | | | | Performance-Based Restricted Stock Units | 11/10/2022 | | | | | | | 30,598 | 1,407,508 | | TSR Performance Share Units | 11/10/2022 | | | | 5,711 | 14,277 | 21,416 | | 656,742 | | NFE Performance Share Units | 11/10/2022 | | | | 7,650 | 15,299 | 22,949 | | 703,754 | | Annual Incentive Award | 11/10/2022 | 0 | 1,032,075 | 1,407,375 | | | | | | | Roberto F. Bel | | | | | | | | | | | Restricted Stock Units | 11/10/2022 | | | | | | | 5,079 | 233,634 | | TSR Performance Share Units | 11/10/2022 | | | | 948 | 2,370 | 3,555 | | 109,020 | | NFE Performance Share Units | 11/10/2022 | | | | 1,270 | 2,540 | 3,810 | | 116,840 | | Annual Incentive Award | 11/10/2022 | 0 | 237,600 | 594,000 | | | | | | | Patrick J. Migliaccio | | | | | | | | | | | Restricted Stock Units | 11/10/2022 | | | | | | | 6,490 | 298,540 | | TSR Performance Share Units | 11/10/2022 | | | | 1,211 | 3,028 | 4,542 | | 139,288 | | NFE Performance Share Units | 11/10/2022 | | | | 1,623 | 3,245 | 4,868 | | 149,270 | | Annual Incentive Award | 11/10/2022 | 0 | 287,730 | 719,325 | | | | | | | Amy Cradic | | | | | | | | | | | Restricted Stock Units | 11/10/2022 | | | | | | | 5,643 | 259,578 | | TSR Performance Share Units | 11/10/2022 | | | | 1,053 | 2,633 | 3,950 | | 121,118 | | NFE Performance Share Units | 11/10/2022 | | | | 1,411 | 2,822 | 4,233 | | 129,812 | | Annual Incentive Award | 11/10/2022 | 0 | 250,200 | 625,500 | | | | | | | Lori DelGiudice | | | | | | | | | | | Restricted Stock Units | 11/10/2022 | | | | | | | 12,620 | 580,520 | | TSR Performance Share Units | 11/10/2022 | | | | 530 | 1,324 | 1,986 | | 60,904 | | NFE Performance Share Units | 11/10/2022 | | | | 709 | 1,418 | 2,127 | | 65,228 | | Annual Incentive Award | 11/10/2022 | 0 | 130,500 | 435,000 | | | | | |

  145. Grants of Plan-Based Awards

    | (1) Represents the potential fiscal year 2023 threshold, target and maximum annual incentive award amounts for each of the named executive officers as set by the LDCC. The actual amount of the annual short-term incentive award earned by each named executive officer for fiscal year 2023 is reported in the “Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table. For additional information with respect to the fiscal year 2023 annual short-term incentive awards, please see “Annual Short-Term Incentive Awards.” | | (2) The values under this column represent the number of FY 2023 TSR Performance Share Units and FY 2023 NFE Performance Share Units granted to the named executive officers and shows potential threshold, target or maximum payout amounts at the end of the 36-month performance period on September 30, 2025. The calculation of actual payout amounts is described in more detail under “FY 2023 TSR Performance Share Unit Awards” and “FY 2023 NFE Performance Share Unit Awards.” |

  146. Grants of Plan-Based Awards

    | | 2023 Proxy Statement | 66 |

  147. Grants of Plan-Based Awards

    | (3) In the case of Mr. Westhoven, the amount includes the number of PBRS units granted on November 10, 2022, with performance criteria based upon NFEPS in the fiscal year ended September 30, 2023, as described in more detail under “Fiscal Year 2023 Performance-Based Restricted Stock Unit Awards.” The values for the other named executive officers represent Time-Vested Restricted Stock Unit Awards granted during fiscal year 2023, as described in more detail under “FY 2023 Time-Vested Restricted Stock Units.” | | (4) Amounts shown represent the grant date fair value of each equity award calculated in accordance with FASB ASC Topic 718. For a full description of the assumptions used by us in computing these amounts, see Note 10 to our consolidated financial statements, which is included in our Annual Report on Form 10-K for the year ended September 30, 2023, and incorporated by reference into this Proxy Statement. The actual value a named executive officer may receive depends on market prices. The amounts reflected in the “Grant Date Fair Value of Stock Awards” column may not be realized. |

  148. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End There are currently no options, SARs or similar instruments outstanding. The following table presents information concerning the number and value of nonvested stock (including restricted stock units or other similar instruments) and incentive plan awards for the named executive officers outstanding as of the end of the fiscal year ended September 30, 2023:

  149. Outstanding Equity Awards at Fiscal Year End

    | | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Stephen D. Westhoven | | | | | | November 9, 2020 FY 2021 TSR | – | – | 13,773(1) | 559,597(2) | | November 9, 2020 FY 2021 NFE | – | – | 12,991(3) | 527,824(2) | | November 10, 2021 FY 2022 PBRS | – | – | 9,655(4) | 392,283(5) | | November 10, 2021 FY 2022 TSR | – | – | 14,602(6) | 593,279(2) | | November 10, 2021 FY 2022 NFE | – | – | 14,482(7) | 588,404(2) | | November 10, 2022 FY 2023 PBRS | – | – | 30,598(8) | 1,243,197(5) | | November 10, 2022 FY 2023 TSR | – | – | 14,277(9) | 580,075(2) | | November 10, 2022 FY 2023 NFE | – | – | 15,299(10) | 621,598(2) | | Roberto F. Bel | | | | | | November 9, 2020 FY 2021 RSU | 1,081(11) | 43,935(5) | – | – | | November 9, 2020 FY 2021 TSR | – | – | 1,720(1) | 69,884(2) | | November 9, 2020 FY 2021 NFE | – | – | 1,622(3) | 65,902(2) | | November 10, 2021 FY 2022 DEF | 2,884(12) | 117,177(5) | – | – | | November 10, 2021 FY 2022 RSU | 1,912(13) | 77,685(5) | – | – | | November 10, 2021 FY 2022 TSR | – | – | 1,446(6) | 58,751(2) | | November 10, 2021 FY 2022 NFE | – | – | 1,434(7) | 58,263(2) | | November 10, 2022 FY 2023 RSU | 5,079(14) | 206,360(5) | – | – | | November 10, 2022 FY 2023 TSR | – | – | 2,370(9) | 96,293(2) | | November 10, 2022 FY 2023 NFE | – | – | 2,540(10) | 103,200(2) |

  150. Outstanding Equity Awards at Fiscal Year End

    | | 2023 Proxy Statement | 68 |

  151. Outstanding Equity Awards at Fiscal Year End

    | | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Patrick J. Migliaccio | | | | | | November 9, 2020 FY 2021 RSU | 2,674(11) | 108,658(5) | – | – | | November 9, 2020 FY 2021 TSR | – | – | 4,253(1) | 172,799(2) | | November 9, 2020 FY 2021 NFE | – | – | 4,012(3) | 163,008(2) | | November 10, 2021 FY 2022 RSU | 5,607(13) | 227,826(5) | – | – | | November 10, 2021 FY 2022 TSR | – | – | 4,240(6) | 172,271(2) | | November 10, 2021 FY 2022 NFE | – | – | 4,206(7) | 170,890(2) | | November 10, 2022 FY 2023 RSU | 6,490(14) | 263,689(5) | – | – | | November 10, 2022 FY 2023 TSR | – | – | 3,028(9) | 123,028(2) | | November 10, 2022 FY 2023 NFE | – | – | 3,245(10) | 131,844(2) | | Amy Cradic | | | | | | November 9, 2020 FY 2021 RSU | 2,010(11) | 81,653(5) | – | – | | November 9, 2020 FY 2021 TSR | – | – | 3,196(1) | 129,853(2) | | November 9, 2020 FY 2021 NFE | – | – | 3,014(3) | 122,459(2) | | November 10, 2021 FY 2022 RSU | 4,985(13) | 202,527(5) | – | – | | November 10, 2021 FY 2022 TSR | – | – | 3,769(6) | 153,134(2) | | November 10, 2021 FY 2022 NFE | – | – | 3,738(7) | 151,875(2) | | November 10, 2022 FY 2023 RSU | 5,643(14) | 229,275(5) | – | – | | November 10, 2022 FY 2023 TSR | – | – | 2,633(9) | 106,979(2) | | November 10, 2022 FY 2023 NFE | – | – | 2,822(10) | 114,658(2) | | Lori DelGiudice | | | | | | November 10, 2022 FY 2023 RSU | 10,446(14) | 424,421(5) | – | – | | November 10, 2022 FY 2023 TSR | – | – | 1,324(9) | 53,794(2) | | November 10, 2022 FY 2023 NFE | – | – | 1,418(10) | 57,613(2) |

  152. Outstanding Equity Awards at Fiscal Year End

    | (1) Represents the target number of FY 2021 TSR Performance Share Units issued to the named executive officers on November 9, 2020, which vested based upon performance through September 30, 2023, upon certification of performance by the LDCC. Each FY 2021 TSR Performance Share vested one-for-one into a share of Common Stock. | | (2) Calculated based upon Common Stock closing price of $40.63 per share as of September 30, 2023. The actual value realized for the FY 2021 TSR Performance Share Units and the FY 2021 NFE Performance Share Units, the FY 2022 TSR Performance Share Units and the FY 2022 NFE Performance Share Units, and the FY 2023 TSR Performance Share Units and the FY 2023 NFE Performance Share Units will be calculated based upon our Common Stock closing price on the date the LDCC certifies that the targets have been met in November of each vesting year, and the actual number of performance shares granted, subject to certain conditions. |

  153. Outstanding Equity Awards at Fiscal Year End

    | | 2023 Proxy Statement | 69 |

  154. Outstanding Equity Awards at Fiscal Year End

    | (3) Represents the target number of FY 2021 NFE Performance Share Units issued to the named executive officers on November 9, 2020, which vested based upon performance through September 30, 2023, upon certification of performance by the LDCC. Each FY 2021 NFE Performance Share vested one-for-one into a share of Common Stock. | | (4) Represents the FY 2022 PBRS units issued to Mr. Westhoven on November 10, 2021, which vests in three equal annual installments on September 30, 2022, September 30, 2023 and September 30, 2024. The first and second tranches of the FY 2021 PBRS units vested upon certification by the LDCC that the performance goal was met on November 10, 2022. Each FY 2022 PBRS unit vests one-for-one into a share of Common Stock. | | (5) Calculated based upon Common Stock closing price of $40.63 per share as of September 30, 2023. The actual value realized for shares of PBRS units, restricted stock units and deferred stock retention units will be calculated based upon our Common Stock closing price on each of the respective vesting dates. | | (6) Represents the target number of FY 2022 TSR Performance Share Units issued to the named executive officers on November 10, 2021, which may vest on September 30, 2024, upon certification of performance by the LDCC. Each FY 2022 TSR Performance Share Unit will vest one-for-one into a share of Common Stock. | | (7) Represents the target number of FY 2022 NFE Performance Share Units issued to the named executive officers on November 10, 2021, which may vest on September 30, 2024, upon certification of performance by the LDCC. Each FY 2022 NFE Performance Share Unit will vest one-for-one into a share of Common Stock. | | (8) Represents the FY 2023 PBRS units issued to Mr. Westhoven on November 10, 2022, which may vest one-for-one into a share of our Common Stock in up to three equal installments on September 30, 2023, September 30, 2024 and September 30, 2025, if the performance goal is achieved. The first tranche of the FY 2023 PBRS units vested upon certification by the LDCC that the performance goal was met on November 15, 2023. | | (9) Represents the target number of FY 2023 TSR Performance Share Units issued to the named executive officers on November 10, 2022, which may vest on September 30, 2025, upon certification of performance by the LDCC. Each FY 2023 TSR Performance Share Unit will vest one-for-one into a share of Common Stock. For more information regarding the vesting of the FY 2023 TSR Performance Share Units, please see “FY 2023 TSR Performance Share Unit Awards.” | | (10) Represents the target number of FY 2023 NFE Performance Share Units issued to the named executive officers on November 10, 2022, which may vest on September 30, 2025, upon certification of performance by the LDCC. Each FY 2023 NFE Performance Share Unit will vest one-for-one into a share of Common Stock. For more information regarding the vesting of the FY 2023 NFE Performance Share Units, please see “FY 2023 NFE Performance Share Unit Awards.” | | (11) Represents restricted stock units granted to the named executive officer on November 9, 2020, which vested in three equal annual installments beginning on October 15, 2021. | | (12) Represents deferred stock retention units granted to the named executive officer on November 10, 2021. Each deferred stock retention unit vests one-for-one into a share of Common Stock and accrues dividends that are converted into shares of Common Stock based on the closing price on the vesting date. These awards vest on October 15, 2024. | | (13) Represents restricted stock units granted to the named executive officer on November 10, 2021, which may vest in three equal annual installments on October 15, 2022, October 15, 2023 and October 15, 2024, based on continued employment. Each restricted stock unit vests one-for-one into a share of Common Stock. | | (14) Represents restricted stock units granted to the named executive officer on November 10, 2022, which may vest in three equal annual installments on October 15, 2023, October 15, 2024, and October 15, 2025, based on continued employment. Each restricted stock unit vests one-for-one into a share of Common Stock. |

  155. Outstanding Equity Awards at Fiscal Year End

    | | 2023 Proxy Statement | 70 |

  156. Stock Vested

    Stock Vested The following table presents information concerning the vesting of stock (including restricted stock units, performance shares and similar instruments) for the named executive officers during the fiscal year ended September 30, 2023.

  157. Stock Vested

    | | Stock Awards | | | | Number of Shares Acquired on Vesting(1) (#) | Value Realized on Vesting(2) ($) | | Stephen D. Westhoven | 53,379 | 2,278,530 | | Roberto F. Bel | 5,173 | 214,611 | | Patrick J. Migliaccio | 15,848 | 660,267 | | Amy Cradic | 10,773 | 446,066 |

  158. Stock Vested

    | (1) Represents the total number of vested restricted stock units granted on November 12, 2019, November 9, 2020 and November 10, 2021; FY 2021 PBRS granted on November 9, 2020; FY 2022 PBRS granted on November 10, 2021; FY 2020 TSR Performance Share Units granted on November 12, 2019; and FY 2020 NFE Performance Shares granted on November 12, 2019, as applicable. | | (2) Value for the restricted stock units was calculated based upon our Common Stock closing price of $39.48 on October 15, 2022, which was the vesting date for those units. Value for the FY 2021 PBRS and FY 2022 PBRS, was calculated based upon our Common Stock closing price of $40.63 on September 30, 2023, which was the vesting date for those shares. Value for the FY 2020 TSR Performance Share Units granted on November 12, 2019 and the FY 2020 NFE Performance Shares granted on November 12, 2019, were calculated based upon our Common Stock closing price of $46.00 on November 10, 2022, which was the vesting date for those shares. |

  159. Pension Benefits

    Pension Benefits We provide defined contribution and/or defined benefit retirement benefits to substantially all employees who meet vesting and other requirements. Our qualified defined benefit plan for non-represented employees is the Non-Represented Plan. Our qualified defined benefit plan for represented employees is the NJNG Plan for Retirement Allowances for Represented Employees (“Represented Plan”). Our qualified defined contribution plan is our 401(k) Plan. All represented employees of NJRHS hired on or after October 1, 2000, all represented employees of NJNG hired on or after January 1, 2012, and all of our non-represented employees hired on or after October 1, 2009, are covered by an enhanced defined contribution plan feature of our 401(k) Plan instead of the Represented Plan or Non-Represented Plan. Two of our named executive officers participate in the Non-Represented Plan and all of our named executive officers participate in the 401(k) Plan. Mr. Bel, Ms. Cradic and Ms. DelGiudice are not eligible to participate in the defined benefit plans but receive an enhanced contribution from the Company in the 401(k) Plan. The retirement benefit under the Non-Represented Plan is based on years of service and highest 60-month average compensation. In addition to the Non-Represented Plan, the Represented Plan and the 401(k) Plan, we sponsor the SEP and the PEP, both of which are non-qualified plans. Each of the named executive officers is or may become eligible for SEP benefits, and two of our named executive officers are eligible for PEP benefits. Benefits will be paid under the PEP and the SEP to the extent benefits are not payable by the Non-Represented Plan and the 401(k) Plan due to the limitations on compensation and contributions in the Internal Revenue Code. The PEP and the SEP are unfunded, with benefits paid from our corporate assets. We also sponsor health care plans that provide post-employment medical and life insurance benefits to union and non-union employees who meet the eligibility requirements. To be eligible, retirees must meet certain age and service requirements. Depending on the year of retirement, benefits may be subject to annual deductibles, coinsurance requirements and retiree contributions. As of September 30, 2023, other than Mr. Westhoven, none of the named executive officers have completed the age and service requirements to be eligible for post-retirement health coverage.

  160. Pension Benefits

    | | 2023 Proxy Statement | 71 |

  161. Pension Benefits

    The following table presents information concerning each of our defined benefit plans that provide for payments or other benefits to the named executive officers at, following or in connection with retirement. For each named executive officer, the present value of accumulated benefit in the table below was calculated using actuarial assumptions, including an interest rate of 5.87 percent as of September 30, 2023. The present value of the benefits was calculated assuming the named executive officers stay in employment until the earliest age the executive could collect a benefit without reduction for early retirement. The assumed age of payment is 60 for Messrs. Westhoven and Migliaccio. Mr. Bel, Ms. Cradic, and Ms. DelGiudice are not eligible to participate in the defined benefit plans.

  162. Pension Benefits

    | Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | Stephen D. Westhoven | Non-Represented Plan | 33 | 1,302,277 | – | | | PEP | 33 | 2,591,166 | – | | | SEP | 33 | 154,206 | 30,495 | | Roberto F. Bel | Non-Represented Plan | – | – | – | | | PEP | – | – | – | | | SEP | 4 | 6,615 | 2,805 | | Patrick J. Migliaccio | Non-Represented Plan | 14 | 386,311 | – | | | PEP | 14 | 225,626 | – | | | SEP | 14 | 42,616 | 11,960 | | Amy Cradic | Non-Represented Plan | – | – | – | | | PEP | – | – | – | | | SEP | 5 | 36,525 | 10,400 | | Lori DelGiudice | Non-Represented Plan | – | – | – | | | PEP | – | – | – | | | SEP | 1 | – | – |

  163. Pension Benefits

    Pension benefits are payable at age 65. Benefits may be paid as early as age 55 upon completion of 20 years of service. Benefits collected prior to age 60 and completion of 20 years of service (excluding disability retirements) are subject to early commencement reductions of up to 50 percent, depending on age at the time of commencement. The number of years of credited service for the named executive officers, assuming their continued employment by us until age 65, is set forth below:

  164. Pension Benefits

    | Name | Years of Credited Service at 65 | Years of Credited Service as of September 30, 2023 | | Stephen D. Westhoven | 43 | 33 | | Patrick J. Migliaccio | 30 | 14 |

  165. Pension Benefits

    | | 2023 Proxy Statement | 72 |

  166. Pension Benefits

    To the extent benefits that would otherwise be payable to an employee under the Non-Represented Plan and the 401(k) Plan exceed the specified limits on such benefits imposed by the Internal Revenue Code, we expect to pay such excess benefits to the employee at the time the employee receives payment under the respective plan. These excess benefit payments would be made from our general funds.

  167. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation The NJR Officers’ Deferred Compensation Plan provides for the deferral of compensation of the named executive officers on a basis that is not tax qualified. We do not make matching contributions under this plan. Although all of the named executive officers are eligible to participate in the plan, none of the named executive officers have any amounts in such plan. For additional information with respect to our non-qualified deferred compensation arrangements, please see “Compensation Discussion & Analysis – Deferred Compensation.”

  168. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control We believe our senior management and key employees are responsible for our success, and therefore it is important to provide reasonable protection to them in the event of a potential loss of employment following a change of control. It is our belief that the interests of shareowners will be best served if the interests of our senior management are aligned with them. Providing change of control benefits should offset any reluctance by senior management to pursue potential change of control transactions that may be in the best interests of shareowners. We also believe our arrangement helps us recruit talented executives by providing protections in the event we are acquired. We believe these potential change of control benefits are reasonable relative to the overall value of any potential transaction.

  169. CEO Pay Ratio

    CEO Pay Ratio In accordance with the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are disclosing the ratio of the annual total compensation of our Chief Executive Officer to the annual total compensation of the individual we have identified as our median employee for this purpose. We believe our pay ratio is a reasonable estimate and has been calculated in a manner consistent with SEC rules based on the methodology described below. As permitted by SEC rules, we are using the same median employee in our pay ratio calculation for fiscal year 2023 as we used for fiscal year 2022. We believe that there have not been any changes in our employee population or employee compensation arrangement since fiscal 2022 that would significantly impact our pay ratio disclosure for fiscal 2023. We previously identified our median employee for fiscal year 2022 based on total cash compensation paid as of September 30, 2022, to all of our employees, other than our Chief Executive Officer, who were employed on September 30, 2022. We included all employees, whether employed on a full-time, part-time or seasonal basis, and we annualized the compensation of any permanent employee who was employed for less than the full 2022 fiscal year. After identifying the median employee, we calculated 2023 annual total compensation for such employee using the same methodology that we use for our named executive officers as set forth in the “Totals” column in the 2023 Summary Compensation Table. The median of the annual total compensation of all of our employees (other than our Chief Executive Officer), calculated in a manner consistent with Item 402(u) of Regulation S-K, was $136,667. The annual total compensation of our Chief Executive Officer, Mr. Westhoven, during fiscal year 2023 was $5,792,680 as reported in the Summary Compensation Table. We reasonably estimate that the ratio of our Chief Executive Officer’s annual total compensation to the annual total compensation of our median employee was 42:1. SEC rules for identifying the median employee and calculating the pay ratio allow companies to apply various methodologies and various assumptions and, as a result, the pay ratio reported by the Company may not be comparable to the pay ratio reported by other companies and should not be used as a basis for comparison between companies.

  170. 2023 Summary Compensation Table Total Compensation Breakdown

    2023 Summary Compensation Table Total Compensation Breakdown The compensation of NJR’s Chief Executive Officer during fiscal year 2023, Mr. Westhoven, and our median employee is broken down as follows:

  171. 2023 Summary Compensation Table Total Compensation Breakdown

    | Employee | Year | Salary | Stock Awards | Bonus | Non-Equity Incentive Plan Compensation | Change in Pension Value | All Other Compensation | Total | | Stephen D. Westhoven | 2023 | $938,250 | $2,768,004 | $– | $1,383,393 | $627,726 | $75,307 | $5,792,680 | | Median Employee | 2023 | $105,049 | $– | $2,000 | $11,500 | $– | $18,518 | $137,067 |

  172. 2023 Summary Compensation Table Total Compensation Breakdown

    | | 2023 Proxy Statement | 77 |

  173. Pay Versus Performance

    Pay Versus Performance Our Chief Executive Officer is the principal executive officer (“PEO”). As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between “compensation actually paid” to our PEO and to our other named executive officers (the “non-PEO NEOs”) and certain financial performance of the Company. Compensation actually paid, as determined under SEC requirements, does not reflect the actual amount of compensation earned by or paid to our executive officers during a covered year. For further information concerning the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to the Compensation Discussion and Analysis section of this Proxy Statement.

  174. Pay Versus Performance

    | Year(1) | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for non-PEO NEOs | Average Compensation Actually Paid to non-PEO NEOs(3) | Value of Fixed $100 Investment Based on: | | Net Income (in millions) | Company Selected Performance Measure: NFEPS (non-GAAP)(6) | | | | | | | Total Shareholder Return(4) | Peer Group Total Shareholder Return(5) | | | | 2023 | $5,792,680 | $5,751,498 | $1,338,796 | $1,386,312 | $167.33 | $107.92 | $264.7 | $2.70 | | 2022 | $4,612,774 | $5,172,954 | $1,262,377 | $1,643,461 | $154.17 | $116.06 | $274.9 | $2.50 | | 2021 | $4,783,459 | $4,867,585 | $1,306,918 | $1,362,313 | $133.89 | $109.93 | $117.9 | $2.16 |

  175. Pay Versus Performance

    | (1) The PEO and non-PEO NEOs for the indicated years were as follows: | | For fiscal year 2023, our PEO was Stephen D. Westhoven and our non-PEO NEOs were Roberto F. Bel, Patrick J. Migliaccio, Amy Cradic and Lori DelGiudice. | | For fiscal year 2022, our PEO was Stephen D. Westhoven and our non-PEO NEOs were Roberto F. Bel, Patrick J. Migliaccio, Amy Cradic, Richard Reich and Timothy F. Shea. | | For fiscal year 2021, our PEO was Stephen D. Westhoven and our non-PEO NEOs were Patrick J. Migliaccio, Amy Cradic, Amanda E. Mullen, Timothy F. Shea and Nancy A. Washington. |

  176. Pay Versus Performance

    | (2) Amounts reported in this column represent compensation actually paid; adjustments were made to the amounts reported in the Summary Compensation Table for the applicable fiscal year. A reconciliation of the adjustments for our PEO is set forth in the following table, which describes the adjustments, each of which is prescribed by the SEC rules, to calculate the compensation actually paid amounts from Summary Compensation amounts. |

  177. Pay Versus Performance

    | | 2023 Proxy Statement | 78 |

  178. Pay Versus Performance

    | | FY 2023 | FY 2022 | FY 2021 | | Total Compensation for PEO as reported in the Summary Compensation Table for the covered fiscal year | $5,792,680 | $4,612,774 | $4,783,459 | | Deduct pension values reported in the “Change in Pension and Nonqualified Deferred Compensation Earnings” column in the Summary Compensation Table for the covered fiscal year | (627,726) | – | (782,952) | | Deduct grant date fair value of equity awards reported in the “Stock Awards” column in the Summary Compensation Table for the covered fiscal year | (2,768,004) | (2,254,623) | (1,822,848) | | Add actuarial present value of pension value attributable to covered fiscal year’s service | 123,925 | 166,246 | 170,574 | | Add the entire cost of benefits granted (or credit for benefits reduced) in a plan amendment (or initiation) during the covered fiscal year that are attributed by the benefit formula to services rendered in periods prior to the plan amendment or initiation | – | – | – | | Add fair values as of the end of the covered fiscal year of all equity awards granted during the covered fiscal year that are outstanding and unvested as of the end of such covered fiscal year | 1,491,710 | 2,356,927 | 2,076,852 | | Add fair value as of the vesting date of any awards granted in the covered fiscal year that vested during the covered fiscal year | 1,243,197 | – | – | | Add dividends paid on unvested shares/share units and stock options | 264,932 | 196,267 | 144,422 | | Add the change in fair value (whether positive or negative) as of the end of the covered fiscal year (from the end of the prior fiscal year) of any equity awards granted in any prior fiscal year that are outstanding and unvested as of the end of such covered fiscal year | 77,364 | 142,880 | 260,498 | | Add the change in fair value (whether positive or negative) as of the vesting date (from the end of the prior fiscal year) of any equity awards granted in any prior fiscal year for which all applicable vesting conditions were satisfied during the covered fiscal year | 153,420 | 136,315 | 142,742 | | Subtract the fair value of any equity awards granted in a prior fiscal year that failed to meet the applicable vesting conditions in the covered fiscal year determined as of the end of the prior fiscal year | – | (183,832) | (105,162) | | Compensation Actually Paid to PEO | $5,751,498 | $5,172,954 | $4,867,585 |

  179. Pay Versus Performance

    In the table above, the unvested equity fair values were calculated on each of the required measurement dates using assumptions based on criteria consistent with those used for grant date fair value calculations and in accordance with the methodology used for financial reporting purposes. For unvested awards subject to performance-based vesting conditions, the fair values were based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year.

  180. Pay Versus Performance

    | (3) Amounts reported in this column represent compensation actually paid; adjustments were made to the amounts reported in the Summary Compensation Table for the applicable fiscal year. A reconciliation of the adjustments for the average of the Non-PEO NEOs is set forth in the following table, which describes the adjustments, each of which is prescribed by the SEC rules, to calculate the compensation actually paid amounts from Summary Compensation amounts. |

  181. Pay Versus Performance

    | | 2023 Proxy Statement | 79 |

  182. Pay Versus Performance

    | | FY 2023 | FY 2022 | FY 2021 | | Average of the Total Compensation for the non-PEO NEOs as reported in the Summary Compensation Table for the covered fiscal year | $1,338,796 | $1,262,377 | $1,306,918 | | Deduct pension values reported in the “Change in Pension and Nonqualified Deferred Compensation Earnings” column in the Summary Compensation Table for the covered fiscal year | (17,384) | – | (49,238) | | Deduct grant date fair value of equity awards reported in the “Stock Awards” column in the Summary Compensation Table for the covered fiscal year | (565,938) | (629,123) | (330,688) | | Add actuarial present value of pension value attributable to covered fiscal year’s service | – | 39,472 | 28,610 | | Add the entire cost of benefits granted (or credit for benefits reduced) in a plan amendment (or initiation) during the covered fiscal year that are attributed by the benefit formula to services rendered in periods prior to the plan amendment or initiation | – | – | – | | Add fair values as of the end of the covered fiscal year of all equity awards granted during the covered fiscal year that are outstanding and unvested as of the end of such covered fiscal year | 525,301 | 644,488 | 376,578 | | Add fair value as of the vesting date of any awards granted in the covered fiscal year that vested during the covered fiscal year | 22,083 | 274,001 | – | | Add dividends paid on unvested shares/share units and stock options | 49,061 | 40,310 | 35,957 | | Add the change in fair value (whether positive or negative) as of the end of the covered fiscal year (from the end of the prior fiscal year) of any equity awards granted in any prior fiscal year that are outstanding and unvested as of the end of such covered fiscal year | 20,074 | 29,656 | 101,993 | | Add the change in fair value (whether positive or negative) as of the vesting date (from the end of the prior fiscal year) of any equity awards granted in any prior fiscal year for which all applicable vesting conditions were satisfied during the covered fiscal year | 14,319 | 33,625 | 16,848 | | Subtract the fair value of any equity awards granted in a prior fiscal year that failed to meet the applicable vesting conditions in the covered fiscal year determined as of the end of the prior fiscal year | – | (51,345) | (124,665) | | Average of the Compensation Actually Paid to non-PEO NEOs | $1,386,312 | $1,643,461 | $1,362,313 |

  183. Pay Versus Performance

    In the table above, the unvested equity fair values were calculated on each of the required measurement dates using assumptions based on criteria consistent with those used for grant date fair value calculations and in accordance with the methodology used for financial reporting purposes. For unvested awards subject to performance-based vesting conditions, the fair values were based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year.

  184. Pay Versus Performance

    | (4) Total Shareholder Return is cumulative for the measurement periods beginning on September 30, 2020 and ending on September 30 of each of 2023, 2022 and 2021, respectively, calculated in accordance with Item 201(e) of Regulation S-K. | | (5) Amounts reported in this column represent returns on an initial $100 investment in the S&P 500 Utilities Industry Index, which is used by the Company for purposes of compliance with Item 201(e) of Regulation S-K. Total Shareholder Return is cumulative for the measurement periods beginning on September 30, 2020 and ending on September 30 of each of 2023, 2022 and 2021, respectively, calculated in accordance with Item 201(e) of Regulation S-K. |

  185. Pay Versus Performance

    | | 2023 Proxy Statement | 80 |

  186. Pay Versus Performance

    | (6) In accordance with SEC rules, the Company is required to include in the Pay Versus Performance (“PvP”) table the company-selected measure, which is the “most important” financial performance measure (as determined by the Company and that is not otherwise required to be disclosed in the PvP table) used to link compensation actually paid to our named executive officers to Company performance for the most recently completed fiscal year. We determined NFEPS, a non-GAAP financial measure, to be our company-selected measure. NFEPS is the NFE per basic share of Common Stock that the Company reports on a quarterly and annual basis to the public and in its quarterly reports on Form 10-Q and annual report on Form 10-K that are filed with the SEC. For a full discussion of NFEPS and a reconciliation to GAAP earnings per share, please see Appendix A to this Proxy Statement. |

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

    Description of the Relationship Between Compensation Actually Paid to our Named Executive Officers and Company Performance The graphs below describe the relationship between compensation actually paid to our PEO and the average of the compensation actually paid to our non-PEO NEOs (as calculated above) and our financial and stock performance for the indicated years. The following graph compares the compensation actually paid to our PEO, the average of the compensation actually paid to our non-PEO NEOs and the Company’s TSR performance. In addition, the graph below compares the Company’s cumulative TSR and our peer group cumulative TSR .

  188. Compensation Actually Paid vs. TSR

    Compensation Actually Paid vs. TSR

  189. Compensation Actually Paid vs. TSR

    | | 2023 Proxy Statement | 81 |

  190. Compensation Actually Paid vs. TSR

    The following graph compares the compensation actually paid to our PEO and the average of the compensation actually paid to our non-PEO NEOs with our net income. The company does not use net income to determine compensation, and it is not included as a performance measure in our incentive plans.

  191. Compensation Actually Paid vs. Net Income

    Compensation Actually Paid vs. Net Income The following graph compares the compensation actually paid to our PEO and the average of the compensation actually paid to our non-PEO NEOs with our NFEPS. NFEPS is a non-GAAP financial measure. NFEPS is the NFE per basic share of Common Stock that the Company reports on a quarterly and annual basis to the public and in its quarterly reports on Form 10-Q and annual report on Form 10-K that are filed with the SEC. For a full discussion of NFEPS and a reconciliation to GAAP earnings per share, please see Appendix A to this Proxy Statement.

  192. Compensation Actually Paid vs. NFEPS (non-GAAP)

    Compensation Actually Paid vs. NFEPS (non-GAAP)

  193. Compensation Actually Paid vs. NFEPS (non-GAAP)

    | | 2023 Proxy Statement | 82 |