DEF 14A of Ugi Corp /Pa/, Dec 19, 2024

DEF 14A of Ugi Corp /Pa/

Filed Dec 19, 2024 · FY20240001558370-24-016395

Open on EDGAR

  1. Executive Compensation Highlights

    | ✔ | A substantial portion of executive compensation is allocated to performance-based compensation, including long-term awards, in order to align executive officers’ interests with shareholders’ interests and to enhance long-term performance. In Fiscal 2024, 55% to 75% of the principal compensation components for all named executive officers, other than Mr. Longhi, were variable and tied to performance objectives. |

  2. Executive Compensation Highlights

    | ✔ | Termination of employment is required for payment under change-in-control agreements (“double trigger”) |

  3. Executive Compensation Highlights

    | ✔ | Double trigger for the accelerated vesting of equity awards in the event of a change in control |

  4. Executive Compensation Highlights

    | ✔ | No tax gross-ups in change-in-control agreements for any of our named executive officers |

  5. Information about Director-Nominees

    Information about Director-Nominees Biographical information for each of the director-nominees standing for election is set forth below, as well as a description of the specific experience, qualifications, attributes and skills that led the Board to conclude that, in light of the Company’s business and structure, the individual should serve as a director. The Board believes that each director-nominee has valuable individual skills and experience that, taken as a whole, provide the depth of knowledge, judgment and strategic vision necessary to provide effective oversight of the Company.

  6. Information about Director-Nominees

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  7. Information about Director-Nominees

    | Overview of Director Qualifications and Experience |

  8. Information about Director-Nominees

    The following matrix highlights each director-nominee’s specific skills, knowledge, qualifications and experiences that are relevant to our long-term strategy beyond the minimum qualifications that our Board and Corporate Governance Committee of our Board believe are necessary for all directors. Our Board and Corporate Governance Committee believe that each director-nominee also brings a unique background, personal attributes and a range of expertise and knowledge not reflected in the matrix that provides our Board with an appropriate and diverse mix of skills and attributes necessary for the Board to fulfill its oversight responsibilities to our shareholders. More detailed information on each of our director-nominee’s backgrounds and qualifications is provided in their biographies beginning on page 13. Our Board and the Corporate Governance Committee do not assign specific weights to any of the below skills, knowledge, qualifications and experiences.

  9. Information about Director-Nominees

    | Qualifications/Experience | Bingenheimer | Bort | Dosch | Faraca | Flexon | Harris | Longhi | Romano | Ruiz | Seage | | Senior Executive Management (CEO, CFO, SVP, CIO, Finance) | X | X | X | X | X | X | X | X | X | X | | Financial Expertise/Audit Committee Financial Expert | | X | X | | X | X | X | X | | X | | Corporate Finance/Financial Strategy/ Public Accounting/Finance | | X | X | | X | X | | X | | X | | Strategic Planning/Business Development | X | X | X | X | X | X | X | X | X | X | | Industry Experience (including natural gas distribution/transmission) | | | | X | X | X | | | | X | | Logistics & Distribution | X | | X | X | X | X | X | X | X | | | Operational Expertise | X | | X | X | X | X | X | X | X | X | | International Operations | | X | X | X | X | | X | X | X | X | | Asset Management | | X | X | | X | X | | | | X | | IT Infrastructure/Technology | X | X | X | | | | | X | X | | | Risk Management | X | X | X | X | X | X | X | X | X | X | | Government Regulation/ Regulated Industry | | | | X | X | X | | | | | | Public Company Board Experience | | | | | X | X | X | X | | X | | Corporate Governance | X | X | X | X | X | X | X | X | X | X | | Executive Compensation/HR/ Workforce Management | | | | | X | | X | X | | | | Sales/Marketing/Retail | | | | | X | | | X | X | |

  10. Information about Director-Nominees

    | The Board of Directors recommends that you vote FOR the election of each of the ten nominees for director. |

  11. Information about Director-Nominees

    | | DAVID BINGENHEIMER Independent Director Executive Vice President and General Manager Digital, EcoLab Director since 2024 Age as of Annual Meeting: 54 | | M. SHAWN BORT Independent Director Retired Senior Vice President, Finance, Saint-Gobain Corporation Director since 2009 Age as of Annual Meeting: 63 | | | | Committee Membership: Chair, Audit Committee Member Executive Committee | | | Principal Occupation and Business Experience ● 2024 - Present: Executive Vice President and General Manager of EcoLab Digital, for Ecolab Inc. (NYSE: ECL) (a global company that provides water, hygiene, and infection prevention products and services) ● 2022 - 2024: Executive Vice President and Chief Information Officer, EcoLab ● 2021 - 2022: Chief Digital Information Officer of Honeywell Aerospace Technologies ● 2018 - 2021: Chief Digital Information Officer of Honeywell Building Technologies ● 2017 - 2022: Vice President of Information Technology, Honeywell ● 2014 - 2017: Vice President of Information Technology and Chief Information Officer of Mohawk Industries ● 2013 - 2014: Vice President of Information Technology of Eaton Corporation ● 2011 - 2013: Director of Information Technology, Eaton ● 2011 - 2011: Director of Global Oracle Center of Excellence of Johnson Controls ● 2008 - 2011: Director of America Information Technology Central Systems, Global Product Engineering, Johnson Controls ● 2006 - 2008: Director of Technology Delivery and Strategic Consulting of Mercury Marine ● 2004 - 2006: Client Executive, Mercury Marine ● 1999 - 2004: Global Program Manager of GE Medical Systems Key Skills and Qualifications Mr. Bingenheimer’s qualifications to serve as a director include his IT, supply chain and logistics, strategic planning and operational expertise gained from his roles at Ecolab Inc., Honeywell and Mohawk Industries. His education (Mr. Bingenheimer received an MBA from Cardinal Stritch University and a Bachelor of Arts from the University of Wisconsin – Whitewater) and professional experience provide him with in-depth knowledge in the areas of IT, strategic planning and operations. | | Principal Occupation and Business Experience ● 2006 - 2015: Senior Vice President, Finance of Saint-Gobain Corporation, the North American business of Compagnie de Saint-Gobain (a global manufacturer and distributor of flat glass, building products, glass containers and high performance materials) ● 2005 - 2006: Vice President, Finance, Saint-Gobain ● 2002 - 2005: Vice President, Internal Control Services, Saint-Gobain ● 1997 - 2002: Partner with PricewaterhouseCoopers LLP, a public accounting firm Key Skills and Qualifications Ms. Bort’s qualifications to serve as a director include her senior financial executive management experience with a global company, as well as her extensive public accounting knowledge and experience. Her education (Ms. Bort has a bachelor’s degree in accounting from Marquette University and an MBA degree in finance and operations management from the Wharton School of the University of Pennsylvania) and experience provide her with financial expertise and a well-developed awareness of IT infrastructure, financial strategy, asset management and risk management. Ms. Bort also possesses international experience by virtue of her former executive position at a large global company and corporate governance experience by virtue of her position on the advisory board at Drexel University’s LeBow College of Business, Center for Corporate Governance. | |

  12. Information about Director-Nominees

    | | THEODORE A. DOSCH Independent Director Retired Executive Vice President of Strategy and Chief Transformation Officer, WESCO International Inc. Director since 2017 Age as of Annual Meeting: 65 | | TINA V. FARACA Independent Director Executive Vice President and President, U.S. Natural Gas Pipelines, TC Energy Corporation Director since 2024 Age as of Annual Meeting: 60 | | Committee Membership: Member, Audit Committee | | | | | Principal Occupation and Business Experience ● 2020 - 2022: Executive Vice President of Strategy & Chief Transformation Officer of WESCO International Inc. (a leading provider of business-to-business distribution, logistics services and supply chain solutions) ● 2011 - 2020: Chief Financial Officer of Anixter International Inc. (a leading global distributor of network and security solutions, electrical and electronic solutions, and utility power solutions) ● 2009 - 2011: Senior Vice President, Global Finance, Anixter International ● 2006 - 2008: Chief Financial Officer, North America and Vice President, Finance, of Maytag Integration of Whirlpool Corporation ● 2004 - 2005: Corporate Controller, Whirlpool ● 2000 - 2004: Chief Financial Officer, North America, Whirlpool ● 1986 - 2000: a variety of financial related roles at Whirlpool Key Skills and Qualifications Mr. Dosch’s qualifications to serve as a director include his senior financial executive management experience at WESCO International, Anixter International and Whirlpool Corporation. His education (Mr. Dosch has a bachelor’s degree in accounting from Ohio University and is a certified public accountant) and years of experience in financial related roles provide him with financial expertise. Mr. Dosch possesses international expertise by virtue of his positions at WESCO International Inc., Anixter International, and Whirlpool Corporation, companies with global operations, as well as in-depth experience in the areas of strategic planning, asset management, change management, and risk management. Mr. Dosch currently serves on the Board of Directors of East Penn Manufacturing Co. | | Principal Occupation and Business Experience ● 2023 - Present: Executive Vice President and President, U.S. Natural Gas Pipelines, TC Energy Corporation (a North American energy infrastructure company that operates pipelines, power plants, and storage facilities to move, generate, and store energy) ● 2022 - 2023: President, Natural Gas, TC Energy ● 2021 - 2022: Senior Vice President, U.S. Natural Gas Operations, Projects, and Technical Operational Services, TC Energy ● 2020 - 2021: Senior Vice President, U.S. Natural Gas, Commercial, TC Energy ● 2019 - 2020: Chief Commercial Officer of Enable Midstream Partners ● 2018 - 2019: Senior Vice President, Commercial, Enable Midstream Partners ● 2012 - 2018: Vice President, Engineering & Construction of Enbridge (formerly Spectra Energy and Duke Energy) ● 2010 - 2012: Vice President, Corporate Strategy, Enbridge ● 2007 - 2010: President, Maritime and Northeast Pipeline, Enbridge ● 2005 - 2007: General Manager, Marketing and Business Development, Enbridge ● 2001 - 2005: Director, Business Development, Enbridge ● 1992 - 2001: various positions at El Paso Energy/Tenneco ● 1990 - 1992: District Engineer of Associated Natural Gas Key Skills and Qualifications Ms. Faraca’s qualifications to serve as a director include her strong leadership, operational and strategic planning experience as a member of the executive leadership team of an energy infrastructure company as well as her in-depth expertise in the energy industry. Her education (Ms. Faraca received a Bachelor of Science in petroleum engineering from the Colorado School of Mines) and experience provide her with operational planning and execution expertise in managing energy businesses. | |

  13. Information about Director-Nominees

    | | ROBERT C. FLEXON Executive Director President and Chief Executive Officer, UGI Corporation Director since 2024 Age as of Annual Meeting: 66 | | ALAN N. HARRIS Independent Director Retired Senior Advisor and Chief Development and Operations Officer, Spectra Energy Corporation Director since 2018 Age as of Annual Meeting: 71 | | | | Committee Membership: Chair, Corporate Governance Committee Chair, Safety, Environmental and Regulatory Compliance Committee | | | Principal Occupation and Business Experience ● 2023 - 2024: Interim President and Chief Executive Officer of Capstone Green Energy Holdings, Inc. ● 2011 - 2018: Chief Executive Officer of Dynegy Inc. ● 2011: Chief Financial Officer, UGI Corporation ● 2010: Chief Executive Officer of Foster Wheeler AG ● 2009 - 2010: President and Chief Executive Officer of Foster Wheeler USA ● 2009: Executive Vice President and Chief Financial Officer of NRG Energy, Inc. ● 2008 - 2009: Executive Vice President and Chief Operating Officer, NRG Energy ● 2004 - 2008: Executive Vice President and Chief Financial Officer, NRG Energy ● 2001 - 2004: Vice President, Corporate Development and Work Process of Hercules, Inc. ● 2000 - 2001: Vice President, Business Analysis and Controller, Hercules ● 1987 - 2000: General Auditor and various other positions at Atlantic Richfield Company Current Public Company Directorships Capstone Green Energy (2017 - Present) Former Public Company Directorships Pacific Gas & Electric (2020 - 2024) Charah Solutions, Inc. (2018 - 2023) TransAlta Corp. (2019 - 2020) Foster Wheeler AG (2006 - 2009) Key Skills and Qualifications Mr. Flexon’s qualifications to serve as a director include his extensive leadership, strategic planning, energy industry, transformation and operational experience, which he has gained through his roles as a Chair, President, Chief Executive Officer, Chief Operating Officer, and Chief Financial officer of publicly traded companies. As a former Chief Financial Officer, Mr. Flexon also possesses in-depth experience in corporate finance and accounting. | | Principal Occupation and Business Experience ● 2014 - 2015: Senior Advisor to the Chairman, President and Chief Executive Officer of Spectra Energy Corporation (an operator in the transmission and storage, distribution and gathering and processing of natural gas) ● 2009 - 2013: Chief Development Officer and Chief Operations Officer, Spectra Energy ● 2007 - 2009: Chief Development Officer, Spectra Energy ● 2004 - 2006: Group Vice President, Chief Financial Officer of Duke Energy ● 2003 - 2004: Executive Vice President, Duke Energy ● 2002 - 2003: Senior Vice President, Strategic Development and Planning, Duke Energy ● 2000 - 2002: Vice President, Controller, Treasurer, Strategic Planning, Duke Energy ● 1999 - 2000: Vice President, Controller, Strategic Planning, Duke Energy Former Public Company Directorships Enable Midstream Partners, LP (2015 - 2021) DCP Midstream GP, LLC (2009 - 2012 and 2014) Key Skills and Qualifications Mr. Harris’ extensive background in the energy industry, and in particular natural gas distribution and transmission, provide him with industry expertise. Additionally, Mr. Harris’ experience provides him with strategic planning and business development expertise. As a former senior financial executive, Mr. Harris also possesses experience in corporate finance and accounting. His education (Mr. Harris has a bachelor’s degree in accounting from Northeastern Oklahoma State University and an MBA from the University of Tulsa and is a certified public accountant) and experience provide him with financial expertise. Mr. Harris also possesses operational expertise in the energy sector by virtue of his senior executive experience at Spectra Energy and his director experience at Enable Midstream Partners. | |

  14. Information about Director-Nominees

    | | MARIO LONGHI Independent Director Retired Chief Executive Officer, United States Steel Corporation Director since 2020 Age as of Annual Meeting: 70 | | KELLY A. ROMANO Independent Director Founder and Chief Executive Officer, BlueRipple Capital, LLC Director since 2019 Age as of Annual Meeting: 62 | | Chair of the Board Committee Membership: Member, Executive Committee | | Committee Membership: Member, Audit Committee Member, Safety, Environmental and Regulatory Compliance Committee | | | Principal Occupation and Business Experience ● 2023 - 2024: Interim President and Chief Executive Officer, UGI Corporation ● 2017: Chief Executive Officer of United States Steel Corporation (a leading integrated steel producer) ● 2013 - 2017: President and Chief Executive Officer, United States Steel Corporation ● 2013: President and Chief Operating Officer, United States Steel Corporation ● 2012 - 2013: Executive Vice President and Chief Operating Officer, United States Steel Corporation ● 2006 - 2011: Chief Executive Officer and President of Gerdau Ameristeel Corporation (a producer of long steel) ● 2005 - 2006: President, Gerdau Ameristeel Corporation ● 1982 - 2005: served in various roles of increasing responsibility at Alcoa, Inc., including President, Alcoa Wheels International; President, Alcoa Forgings Division; President and Chief Executive Officer, Howmet Castings; and Vice President and Group President, Global Extrusions Former Public Company Directorships Harsco Corporation (2017 - 2023) ITT Inc. (2017 - 2021) United States Steel Corporation (2013 - 2017) RTI International Metals Inc. (2013 - 2014) Gerdau Ameristeel Corporation (2007 - 2010) Key Skills and Qualifications Mr. Longhi’s qualifications to serve as a director include his extensive senior management, strategic planning, business development, corporate governance, risk management, and operational experience, which he gained through his roles as President, Chief Executive Officer, and Chief Operating Officer of global, publicly traded companies as well as his service on public company boards. Mr. Longhi also possesses in-depth knowledge in the areas of executive compensation and international operations. | | Principal Occupation and Business Experience ● 2018 - Present Founder and Chief Executive Officer of BlueRipple Capital, LLC (a consultancy firm focused on strategy, acquisitions, deal structure, and channel development for high technology companies and private equity firms) ● 2014 - 2016: President, Intelligent Building Technologies, Building Systems & Services, United Technologies Corporation (“UTC”) (a diversified company that provides high technology products and services to the building and aerospace industries, which merged with Raytheon Company in 2020) ● 2012 - 2014: Corporate Vice President, Business Development, UTC Corporate Headquarters ● 2011 - 2012: President, Global Security Products, UTC Fire & Security ● 2010 - 2011: Senior Vice President, Global Sales & Marketing, UTC Fire & Security ● 2006 - 2009: President, Building Systems & Services, Carrier Corporation ● 1984 - 2006: various positions of increasing responsibility at UTC Current Public Company Directorships Athira Pharma, Inc. (since 2020; Chair of the Board since 2021) Dorman Products, Inc. (since 2017) Key Skills and Qualifications Ms. Romano’s qualifications to serve as a director include her extensive global senior management experience at UTC, her service on other public company boards, and her operational, technology, sales, marketing, distribution, strategic planning and leadership, business development, corporate governance, and executive compensation knowledge and expertise. In addition, Ms. Romano has financial expertise by virtue of her senior management roles and related responsibilities at UTC. Ms. Romano has been an executive advisory board member of Gryphon Investors (a private equity firm focused on middle-market investment opportunities) (2016 to 2023); a director and co-chair of the Board of Potter Electric Signal (a leading sprinkler monitoring and fire-life safety company) (2017 to 2023); a director of Potter Global Technologies since November 2023; an operating partner of AE Industrial Partners, LP (a private equity firm focused on aerospace and industrial investments) (2020 to 2023), and served on four of their portfolio companies until August 2023 (Resolute, GS Precision, Altus Fire & Life Safety, and HealthWay); and director of Punctual Pros and United Safety & Survivability. Ms. Romano is currently a director of Dorman Products, Inc. and Chair of the Board of Directors of Athira Pharma, Inc. | |

  15. Information about Director-Nominees

    | | MELANIE RUIZ Independent Director Chief Information and Technology Officer, ABM Industries Director since 2024 Age as of Annual Meeting: 46 | | SANTIAGO SEAGE Independent Director Chief Executive Officer, Atlantica Sustainable Infrastructure plc Director since 2023 Age as of Annual Meeting: 55 | | | | Committee Membership: Member, Compensation and Management Development Committee | | | Principal Occupation and Business Experience ● 2020 - Present: Chief Information and Technology Officer of ABM Industries (NYSE: ABM) (a facility services provider in areas such as electrical, lighting, energy, facility engineering, heating, ventilation, air conditioning, mechanical, janitorial services, landscape, grounds, parking, and transportation) ● 2017 - 2020: Chief Information Officer of Americas at Cushman & Wakefield ● 2009 - 2017: Vice President of Technology of Scientific Games Corporation ● 2008 - 2009: Airport Operations for United Airlines, Inc. ● 2004 - 2007: various positions in operations and global IT management at Abbot Industries Inc. Key Skills and Qualifications Ms. Ruiz’s qualifications to serve as a director include her technology, operations, strategic planning, and supply chain and logistics experience at ABM Industries, Cushman & Wakefield and Scientific Games. Her education (Ms. Ruiz received a Master of Engineering and a Bachelor of Science from Cornell University and an MBA from Northwestern University’s The Kellogg School of Management) and professional experience provide her with in-depth expertise in the areas of IT, strategy and operations across several industries, including facility solutions, regulated businesses and commercial real estate. | | Principal Occupation and Business Experience ● 2013 - Present: Chief Executive Officer of Atlantica Sustainable Infrastructure plc (NASDAQ:AY) (a sustainable infrastructure company that owns a diversified portfolio of renewable energy, storage, efficient natural gas, electric transmission and water assets in North and South America, and certain markets in Europe, the Middle East, and Africa) ● 2015: Chief Executive Officer of Abengoa S.A. ● 2006 - 2013: Chief Executive Officer of Abengoa Solar Current Public Company Directorships Atlantica Sustainable Infrastructure plc Key Skills and Qualifications Mr. Seage’s qualifications to serve as a director include his extensive leadership experience as the Chief Executive Officer and director of a global clean energy company and substantial expertise in the energy industry. Mr. Seage also possesses knowledge in the areas of international operations, strategic planning and business development, risk management, asset management, and corporate governance. In addition, Mr. Seage has financial expertise by virtue of his senior management roles and related experience. | |

  16. Information about Director-Nominees

    | CORPORATE GOVERNANCE |

  17. Board and Committee Structure

    | ● | oversees the Company’s Retirement Plan Committee regarding the Company’s 401(k) Savings Plans, Pension Plans and Non-Qualified Deferred Compensation Plans. |

  18. Board and Committee Structure

    | ● | approves salaries, target bonus levels, and payments to be made to senior management (other than the CEO); |

  19. Board and Committee Structure

    | ● | selects and oversees the performance of the compensation consultant, ensuring such consultant’s independence. |

  20. Board and Committee Structure

    | ● | reviews and recommends Director compensation; |

  21. Board and Committee Structure

    | ● | reviews and approves management’s long-term safety, environmental, and regulatory compliance goals and evaluates the Company’s progress towards those goals; |

  22. Insider Trading Policy and Equity Grant Practices

    Insider Trading Policy and Equity Grant Practices The Company has adopted an Insider Trading Policy governing the purchase, sale, and/or other dispositions of the Company’s securities that is reasonably designed to promote compliance with applicable laws, rules and regulations. The Compensation and Management Development Committee generally approves annual stock option, restricted stock unit and performance unit grants to executive officers in the last calendar quarter of each year, to be effective the following January. Grants to a new employee are generally effective on the later of the date the employee commences employment with us or the date the Compensation and Management Development Committee authorizes the grants. In either case, for stock options, the exercise price is equal to or greater than the closing price per share of the Company’s common stock on the effective date of grant. From time to time, management recommends stock option, restricted stock unit, and performance unit grants for non-executive employees, and the grants, if approved by the Chair of the Compensation and Management Development Committee and the Company’s Chief Executive Officer, are effective on or after the date of approval. We believe that our stock option, restricted stock unit and performance unit grant practices are appropriate and effectively eliminate any question regarding “timing” of grants in anticipation of material events.

  23. Communications with the Board

    | COMPENSATION OF DIRECTORS |

  24. DETERMINATION OF NON-EMPLOYEE DIRECTOR COMPENSATION

    DETERMINATION OF NON-EMPLOYEE DIRECTOR COMPENSATION Our Board of Directors plays a critical role to guide our strategic direction and create and sustain long-term value for our shareholders, with intense focus on corporate governance best practices. In order to attract and retain highly qualified, skilled, diverse and experienced public company directors to effectively guide the Company and address the risks and responsibilities associated with a company of size and complexity similar to UGI, it is necessary to provide a competitive director compensation program. Our non-employee Directors are compensated based upon their service as a Director as well as their respective roles on Board Committees. Our employee Directors receive no separate compensation for their service as Directors. Our director compensation is overseen by the Corporate Governance Committee, which makes recommendations to our Board of Directors on the structure of our non-employee director compensation program and the appropriate amount of compensation. Our Board of Directors is responsible for approval of our non-employee director compensation program and the compensation paid to our non-employee Directors. In establishing director compensation, our Corporate Governance Committee and our Board of Directors rely on market comparables and assess the vital strategic skills and qualifications of the Board to fulfill our Company’s short- and long-term goals. The Corporate Governance Committee retained Pay Governance as its independent compensation consultant to assist with the review of our non-employee director compensation and incentive programs for Fiscal 2024. In connection therewith, Committee member and chair retainers, the number of Board and Committee meetings, stock-based compensation, share ownership requirements and total cash and equity compensation were reviewed. For our non-employee Directors, other than our Board Chair, we referenced market data provided to us by Pay Governance that compared our non-employee director compensation to similarly-sized companies in the General Industry (weighted 75%) and Energy Services (weighted 25%) sectors. This methodology is consistent with the methodology used to benchmark the compensation of our named executive officers. We seek to position our non-employee director compensation (other than the Board Chair) within 10% of the median total compensation of the directors included in the databases referenced by Pay Governance. See COMPENSATION DISCUSSION AND ANALYSIS – Determination of Competitive Compensation for additional information on the methodology used to benchmark the compensation of our named executive officers.

  25. DETERMINATION OF BOARD CHAIR COMPENSATION

    DETERMINATION OF BOARD CHAIR COMPENSATION As discussed in greater detail below, the Corporate Governance Committee and Board of Directors (with the Board Chair recusing himself from discussions and decisions regarding incremental Chair compensation) rely on market data as well as a number of other factors in determining independent Chair compensation. The size and complexity of the Company’s business, including that we operate domestic and international LPG businesses, a domestic natural gas and electric utility business, and domestic and international midstream businesses, drives the need for our Board Chair to dedicate a significant amount of time to Company-related matters. In addition, we believe that our Board Chair’s duties and responsibilities are significantly more strategic and expansive than those of a typical board chair. Our Board of Directors considers it to be a best practice from a corporate governance standpoint to have an independent chair of the board of directors. Because a significant majority of the companies included in the Energy Services Database have an executive chair of their board of directors rather than an independent chair, as independence is defined under New York Stock Exchange rules, we do not believe that sufficient comparable data exists to appropriately determine compensation for UGI’s independent Chair using the methodology applied to our director compensation generally. As a result, for Fiscal 2022 UGI Board Chair compensation, Pay Governance referenced a comparator group selected from the General Industry Database based on: (i) a combination of median revenue and market capitalization similar to those of the Company and (ii) a representation of a variety of industries that reflect a cross-section of operations that are reflective of the Company’s complexity. Since the Corporate Governance Committee did not consider changing Chair Compensation for Fiscal 2024, an updated analysis with respect to Chair compensation was not requested from Pay Governance. Consistent with the aforementioned methodology, the following comparator group (with similar median revenue and market capitalization as UGI for the same period reviewed) was referenced for purposes of determining the Fiscal 2022 compensation of our Board Chair (again, there was no change in Chair compensation for Fiscal 2024):

  26. DETERMINATION OF BOARD CHAIR COMPENSATION

    In addition to referencing the above general industry comparator group, the Corporate Governance Committee and Board of Directors (with the Board Chair recusing himself from the discussion and decision regarding incremental Chair compensation) considered a number of other factors in determining the compensation for the Board’s independent Chair within a range of 10% of the $440,000 Fiscal 2022 median total compensation of the comparator group. These factors include the significant time commitment spent by the Board Chair on Company-related matters in light of the size and complexity of the Company’s business, including domestic and international LPG businesses, a domestic natural gas and electric utility business, and domestic and international midstream businesses. Furthermore, UGI’s Board Chair role involves a variety of significant strategic responsibilities that drive value for our shareholders, including merger and acquisition activities, business transformation projects, capital project investment reviews, chief executive officer succession planning, regular discussions with management regarding the Company’s strategic direction and communications, and direct engagement with the Company’s investors. We view the role of UGI’s Board Chair as a highly strategic role with duties and responsibilities over and above traditional Chair activities, which would include chairing meetings, setting meeting agendas and facilitating discussions with other directors on the board in between meetings.

  27. ELEMENTS OF NON-EMPLOYEE DIRECTOR COMPENSATION

    ELEMENTS OF NON-EMPLOYEE DIRECTOR COMPENSATION For Fiscal 2024, our non-employee director compensation program consisted of: (i) annual cash retainers for Board service and for service as the chair or member of one of the standing Board Committees and (ii) long-term equity awards granted on an annual basis to non-employee Directors immediately following the Company’s Annual Meeting of Shareholders, or following their initial appointment to the Board for new directors. Our non-employee Directors did not receive any Board or Committee meeting fees in Fiscal 2024 and Mr. Longhi did not receive an annual cash retainer or long-term equity award for Board or Committee service during the time that he served as the Company’s Interim President and Chief Executive Officer.

  28. ELEMENTS OF NON-EMPLOYEE DIRECTOR COMPENSATION

    | • | Annual cash retainers |

  29. ELEMENTS OF NON-EMPLOYEE DIRECTOR COMPENSATION

    In Fiscal 2024, the Company paid its non-employee Directors an annual base retainer of $102,500 for Board service and paid an additional annual retainer of $12,500 to members of the Audit Committee, other than the chair of the Committee. The Company also paid an annual retainer to the chair of each of the Committees, other than the Executive Committee, as follows:

  30. ELEMENTS OF NON-EMPLOYEE DIRECTOR COMPENSATION

    | Audit Committee Chair | $25,000 | | Compensation and Management Development Committee Chair | $20,000 | | Safety, Environmental and Regulatory Compliance Committee Chair | $15,000 | | Corporate Governance Committee Chair | $15,000 |

  31. ELEMENTS OF NON-EMPLOYEE DIRECTOR COMPENSATION

    In addition, the Company paid Mr. Harris an additional cash retainer of $30,000 for his service as Presiding Director for Fiscal 2024.

  32. ELEMENTS OF NON-EMPLOYEE DIRECTOR COMPENSATION

    | • | Annual Long-Term Equity Awards |

  33. ELEMENTS OF NON-EMPLOYEE DIRECTOR COMPENSATION

    Each non-employee Director continuing to serve as a Director after the adjournment of the 2024 Annual Meeting of Shareholders received long-term equity grants consisting of 4,470 UGI stock units and 12,890 UGI stock options. Mr. Seage received an additional 3,700 UGI stock options and 1,280 UGI stock units in Fiscal 2024 which represents a pro-rated grant of awards for the period of time he provided service as a Director in calendar year 2023. Our philosophy is to pay a higher percentage of total compensation in equity, rather than cash, to more closely align the interests of our non-employee Directors with those of our shareholders. In addition, all non-employee Directors are required to own Company common stock, together with stock units, in an aggregate amount equal to five times the Director’s base annual cash retainer. The UGI stock units and stock options were granted under the UGI Corporation 2021 Incentive Award Plan (the “2021 Plan”). Each stock unit represents the right to receive a share of stock and dividend equivalents when the Director ends his or her service on the Board. Stock units earn dividend equivalents on each record date for the payment of a dividend by the Company on its shares. Accrued dividend equivalents are converted to additional stock units annually, on the last date of the calendar year, based on the closing stock price for the Company’s shares on the last trading day of the year. All stock units and dividend equivalents are fully vested when credited to the Director’s account. Account balances become payable 65% in shares and 35% in cash, based on the value of a share, upon retirement or termination of service, unless a deferral election to defer payout of the stock units was made pursuant to the UGI Corporation 2009 Deferral Plan. In the case of a change in control of the Company, the stock units and dividend equivalents will be paid in cash based on the fair market value of the Company’s common stock on the date of the change in control. For UGI stock options, the option exercise price is not less than 100% of the fair market value of the common stock on the effective date of the grant. The term of each option is generally 10 years, which is the maximum allowable term. The options are fully vested on the effective date of the grant. All options are nontransferable and generally exercisable only while the Director is serving on the Board, with exceptions for exercise following disability, death or retirement. If termination of service occurs due to disability, the option term is shortened to the earlier of the third anniversary of the date of such termination of service or the original expiration date. In the event of death, the option term will be shortened to the earlier of the expiration of the 12-month period following the Director’s death or the original expiration date. If termination of service occurs due to retirement, as defined in the 2021 Plan, the option remains exercisable through its original expiration date.

  34. DIRECTOR COMPENSATION TABLE

    DIRECTOR COMPENSATION TABLE The table below shows the components of director compensation for Fiscal 2024.

  35. DIRECTOR COMPENSATION TABLE

    | Director Compensation Table – Fiscal 2024 | | | | | | | | | | | | | | Change in | | | | | | | | | Pension Value | | | | | | | | | And | | | | | Fees | | | Non-Equity | Nonqualified | | | | | Earned | | | Incentive | Deferred | All | | | | or Paid | Stock | Option | Plan | Compensation | Other | | | | in Cash | Awards | Awards | Compensation | Earnings | Compensation | Total | | Name | ($) (1) | ($) (2) | ($) (3) | ($) | ($) | ($) (4) | ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | | M. S. Bort | 127,500 | 103,570 | 51,560 | 0 | 0 | 0 | 282,630 | | T. A. Dosch | 118,750 | 103,570 | 51,560 | 0 | 0 | 0 | 273,880 | | T.V. Faraca | 15,319 | 0 | 0 | 0 | 0 | 0 | 15,319 | | A. N. Harris | 148,125 | 103,570 | 51,560 | 0 | 0 | 0 | 303,255 | | F. S. Hermance | 59,417 | 0 | 0 | 0 | 0 | 407,863 | 467,280 | | M. Longhi | 20,275 | 0 | 0 | 0 | 0 | 0 | 20,275 | | W. J. Marrazzo | 122,500 | 103,570 | 51,560 | 0 | 0 | 0 | 277,630 | | C. Miller | 51,250 | 103,570 | 51,560 | 0 | 0 | 32,903 | 239,283 | | K. A. Romano | 115,000 | 103,570 | 51,560 | 0 | 0 | 0 | 270,130 | | S. Seage | 102,500 | 133,228 | 66,360 | 0 | 0 | 0 | 302,088 |

  36. DIRECTOR COMPENSATION TABLE

    | (1) Annual Retainers. In Fiscal 2024, the Company paid its non-management Directors an annual cash retainer of $102,500 for Board service and paid an additional annual cash retainer of $12,500 to members of the Audit Committee, other than the chair of the Committee. The Company also paid an annual retainer to the chair of each of the Committees, other than the Executive Committee, as follows: Audit, $25,000; Compensation and Management Development, $20,000; Corporate Governance, $15,000; and Safety, Environmental and Regulatory Compliance, $15,000. In addition, the Company paid Mr. Harris an additional retainer of $30,000 for his service as Presiding Director in Fiscal 2024. While serving as Interim President and CEO, Mr. Longhi was not eligible to receive compensation under the Company’s director compensation program. The Company pays no meeting attendance fees. |

  37. DIRECTOR COMPENSATION TABLE

    | (2) Stock Awards. All Directors named above, excluding Ms. Faraca and Messrs. Hermance, Longhi and Seage, received 4,470 stock units in Fiscal 2024 as part of their annual compensation. Ms. Faraca was elected as a Director on August 7, 2024 and will receive a prorated award for her 2024 service as Director in Fiscal 2025. Mr. Hermance received no stock units due to his retirement and departure from the Board on January 26, 2024. Mr. Longhi received no stock units for his service as a Director due to his appointment as the Company’s Interim President and CEO on December 12, 2023. Mr. Seage was elected as a Director on September 18, 2023 and received a prorated award of 1,280 for his 2023 service as Director in addition to an annual stock unit award of 4,470 for a total grant of 5,750 stock units in Fiscal 2024. The stock units were granted under the 2021 Plan. Each stock unit represents the right to receive a share of stock and dividend equivalents when the Director ends his or her service on the Board. Stock units earn dividend equivalents on each record date for the payment of a dividend by the Company on its shares. Accrued dividend equivalents are converted to additional stock units annually, on the last date of the calendar year, based on the closing stock price for the Company’s shares on the last trading day of the year. All stock units and dividend equivalents are fully vested when credited to the Director’s account. Account balances become payable 65% in shares and 35% in cash, based on the value of a share, upon retirement or termination of service, unless a deferral election to defer payout of the stock units was made pursuant to the UGI Corporation 2009 Deferral Plan. In the case of a change in control of the Company, the stock units and dividend equivalents will be paid in cash based on the fair market value of the Company’s common stock on the date of the change in control. The amounts shown in column (c) above represent the fair value of the awards of stock units on the date of grant. The assumptions used in the calculation of the amounts shown are included in Note 14 to our audited consolidated financial statements for Fiscal 2024, which are included in our Annual Report on Form 10-K for Fiscal 2024. The dollar value shown in column (c) above reflects each Director’s annual award. The grant date fair value of (i) each Director’s annual award of 4,470 stock units was $103,570, and (ii) Mr. Seage’s Fiscal 2024 award of 5,750 stock units was $133,228. For the number of stock units credited to |

  38. DIRECTOR COMPENSATION TABLE

    each Director’s account as of September 30, 2024, see SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS — SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS, page 72.

  39. DIRECTOR COMPENSATION TABLE

    | (3) Stock Options. All non-employee Directors named above, excluding Ms. Faraca and Messrs. Hermance, Longhi and Seage, received 12,890 stock options in Fiscal 2024 as part of their annual compensation. Ms. Faraca was elected as a Director on August 7, 2024 and will receive a prorated award for her 2024 service as Director in Fiscal 2025. Mr. Hermance received no stock options due to his retirement and departure from the Board on January 26, 2024. Mr. Longhi received no stock options for his service as a Director due to his appointment as the Company’s Interim President and CEO on December 12, 2023. Mr. Seage was elected as a Director on September 18, 2023 and received a prorated award of 3,700 for his 2023 service as Director in addition to an annual stock option award of 12,890 for a total of 16,590 stock options in Fiscal 2024. The stock options were granted under the 2021 Plan. The option exercise price is not less than 100% of the fair market value of the common stock on the effective date of the grant. The term of each option is generally 10 years, which is the maximum allowable term. The options are fully vested on the effective date of the grant. All options are nontransferable and generally exercisable only while the Director is serving on the Board, with exceptions for exercise following disability, death or retirement. If termination of service occurs due to disability, the option term is shortened to the earlier of the third anniversary of the date of such termination of service or the original expiration date. In the event of death, the option term will be shortened to the earlier of the expiration of the 12-month period following the Director’s death or the original expiration date. If termination of service occurs due to retirement, as defined in the 2021 Plan, the option remains exercisable through its original expiration date. The amounts shown in column (d) above represent the grant date fair value of each Director’s Fiscal 2024 award. For the number of stock options held by each Director as of September 30, 2024, see SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS — SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS, page 72. |

  40. DIRECTOR COMPENSATION TABLE

    | (4) All Other Compensation. In Fiscal 2024, the Company paid the distribution of stock unit accounts to Mr. Hermance and Ms. Miller following their departures from the Board. The distribution of the accounts were paid 65% in whole shares and 35% in cash. In past years, the value of the annual stock awards has been reported in the proxy in this table in column (c). However, the dividend equivalents on the accumulated annual shares are only reported when they are distributed; the values of the dividend equivalents not already reported were $331,373 for Mr. Hermance and $32,903 for Ms. Miller. The Company also paid Mr. Hermance $76,490, which represents the value of AmeriGas Partners, L.P. stock units canceled and converted into cash-settled stock units relating to UGI common stock, plus dividend equivalents, following the AmeriGas merger transaction in which the Company acquired 100% of the publicly held common units of AmeriGas Partners, L.P. |

  41. INTRODUCTION

    INTRODUCTION In this Compensation Discussion and Analysis, we address the compensation paid or awarded to the following executive officers: Mario Longhi, our Interim President and Chief Executive Officer through October 31, 2024 and our current Chair of the Board of Directors; Sean P. O’Brien, our Chief Financial Officer; Robert F. Beard, our Chief Operations Officer; John Koerwer, our Chief Information Officer; Kathleen Shea Ballay, our General Counsel and Chief Legal Officer; Judy A. Zagorski, our former Chief Human Resources Officer; and Roger Perreault, our former President and Chief Executive Officer. We refer to these executive officers as our “named executive officers” for Fiscal 2024. Compensation decisions for Messrs. Longhi and Perreault were made by the independent members of our Board of Directors after receiving the recommendations of its Compensation and Management Development Committee (the “Committee”), while compensation decisions for Messrs. O’Brien, Beard, and Koerwer and Mses. Shea Ballay and Zagorski were made by the Committee. For ease of understanding, we will use the term “we” to refer to UGI Corporation, UGI International, LLC (“UGI International”), UGI Utilities, Inc. (“UGI Utilities”), and UGI Energy Services, LLC (“Energy Services”) in the relevant compensation discussions, unless the context indicates otherwise. Effective December 12, 2023, Mr. Perreault ceased to serve as President and Chief Executive Officer of the Company and as a member of the Board. In connection with Mr. Perreault’s departure, the Board appointed Mr. Longhi as Interim President and Chief Executive Officer, who served in this capacity through Fiscal 2024 and until he was succeeded by Robert C. Flexon, the Company’s current President and Chief Executive Officer, on November 1, 2024. As a result of the timing of Mr. Perreault’s departure, he did not receive any long-term incentive compensation awards in Fiscal 2024. Additionally, due to the interim nature of Mr. Longhi’s service as an executive officer, the disclosure regarding long-term incentive compensation excludes Mr. Longhi. Mr. Longhi’s long-term incentive compensation is separately addressed in this Compensation Discussion and Analysis. Ms. Zagorski left the Company on July 1, 2024. As previously announced, Mr. Beard intends to retire from his position as Chief Operations Officer, effective December 31, 2024. In connection with his departure and the subsequent elimination of the Chief Operations Officer position, Mr. Beard’s departure will be treated as an involuntary termination.

  42. Principal Components of Compensation Paid to Named Executive Officers in Fiscal 2024

    | Component | Principal Objectives | Fiscal 2024 Compensation Actions | For More Information | | Base Components | | | | | Salary | Compensate executive as appropriate for executive’s position, experience and responsibilities based on market data. | Named executive officers did not receive merit salary increases in Fiscal 2024. | Page 43 | | Annual Bonus Awards | Motivate executive to focus on achievement of our annual business objectives. | Target incentives ranged from 60% to 125% of salary. Actual bonus payouts to our named executive officers were 187.86% of target, primarily based on achievement of financial, safety, OpEx reduction and Excess Free Cash Flow goals. | Page 44 | | Long-Term Incentive Awards | | | | | Stock Options | Align executive interests with shareholder interests; create a strong financial incentive for achieving or exceeding long-term performance goals, as the value of stock options is a function of the price of our stock. | The number of shares underlying option awards ranged from 71,320 shares to 20,210 shares. | Page 45 | | Performance Units | Align executive interests with shareholder interests; create a strong financial incentive for achieving long-term performance goals by encouraging total Company shareholder return that compares favorably to a peer group and achieving a long-term earnings per share target. | The number of UGI performance units awarded in Fiscal 2024 ranged from 33,180 to 9,410. Approximately 50% of performance units granted in Fiscal 2024 (on a dollar value basis) are payable in UGI Corporation common stock and will be earned based on total shareholder return (“TSR”) of Company common stock relative to a custom TSR peer group (the “UGI Performance Peer Group”) over a three-year period. The remaining 50% of performance units granted in Fiscal 2024 (on a dollar value basis) are payable in UGI Corporation common stock and will be earned based on achievement of a target Adjusted EPS over a three-year performance period | Page 45 | | Restricted Stock Units | Align executive interests with shareholder interests and enhance the retentive element of our compensation program while deterring excessive risk taking; create a strong financial incentive for achieving or exceeding long-term performance goals, as the value of restricted stock units, subject solely to time-based vesting, is a function of the price of our stock. | The number of shares underlying UGI restricted stock unit awards ranged from 113,130 shares to 3,460 shares. | Page 45 |

  43. Principal Components of Compensation Paid to Named Executive Officers in Fiscal 2024

    | (1) The Company has a standalone safety performance goal as part of the Company’s annual bonus plan. Ten percent of the annual bonus opportunity in Fiscal 2024, 2023 and 2022 was tied to safety performance. The portion of the award tied to safety performance is not contingent on a payout under any other annual bonus component. |

  44. Principal Components of Compensation Paid to Named Executive Officers in Fiscal 2024

    | (2) The Company previously had a standalone D&I performance goal as part of the Company’s commitment to D&I initiatives and support of the Company’s BIDE initiative. Ten percent of the annual bonus opportunity in Fiscal 2023 and Fiscal 2022 was tied to this D&I goal. The portion of the award tied to D&I performance was not contingent on a payout under any other annual bonus component. The standalone D&I performance goal was discontinued in Fiscal 2024. |

  45. Principal Components of Compensation Paid to Named Executive Officers in Fiscal 2024

    | (3) The Company added an excess free cash flow metric in Fiscal 2024 in alignment with the Company’s strategic priorities. Ten percent of the annual bonus opportunity in Fiscal 2024 was tied to excess free cash flow. This goal is dependent on reaching the Adjusted EPS threshold for payout. |

  46. Principal Components of Compensation Paid to Named Executive Officers in Fiscal 2024

    | (4) The Company added an OpEx reduction goal in Fiscal 2024, also in alignment with strategic priorities. Twenty percent of the annual bonus opportunity was tied to OpEx reduction in Fiscal 2024. This goal is dependent on reaching the Adjusted EPS threshold for payout. |

  47. Principal Components of Compensation Paid to Named Executive Officers in Fiscal 2024

    Long-Term Incentive Compensation Our long-term incentive compensation program, principally comprised of stock options, restricted stock units, and performance units, is intended to create a strong financial incentive for achievement of the Company’s long-term performance goals. In addition, linking equity to compensation aligns our executives’ interests with shareholder interests. Long-Term Incentives — Stock Options In Fiscal 2024, stock options comprised 20% of the target long-term incentive award for our named executive officers. Stock option values reported in the Summary Compensation Table reflect the valuation methodology mandated by regulations established by the SEC, which is based on grant date fair value as determined under U.S. generally accepted accounting principles (“GAAP”). Therefore, the amounts shown under “Option Awards” in the Summary Compensation Table do not reflect performance of the underlying shares subsequent to the grant date. From our executives’ perspectives, the value of a stock option is based on the excess of the market price of the underlying shares over the exercise price (sometimes referred to as the “intrinsic value”) and, therefore, is directly affected by market performance of the Company’s common stock. As a result of the Company’s recent performance, the fiscal year-end intrinsic value of the options granted to our executives in Fiscal 2023 and Fiscal 2022 is zero and the fiscal year-end intrinsic value for options granted in Fiscal 2024 is $0.42 per share. The table below illustrates the intrinsic value of the stock options granted to Mr. Beard, a named executive officer who received stock option awards in the last three fiscal years.

  48. Principal Components of Compensation Paid to Named Executive Officers in Fiscal 2024

    | (1) Calculated in accordance with the UGI Corporation 2013 Omnibus Incentive Compensation Plan (the “2013 Plan”) or the UGI Corporation 2021 Incentive Award Plan (the “2021 Plan”), as applicable. |

  49. Principal Components of Compensation Paid to Named Executive Officers in Fiscal 2024

    | (2) Estimated ranking and payout reflects the TSR of UGI Corporation for the 2022-2024 performance period through September 30, 2024. Actual payout will be determined based on performance through December 31, 2024. It is important to note that the performance periods are based on calendar years, which do not conform to the Company’s fiscal years. |

  50. Principal Components of Compensation Paid to Named Executive Officers in Fiscal 2024

    Long-Term Incentives — Restricted Stock Units Restricted stock units comprised 20% of the target long-term incentive award for our named executive officers in Fiscal 2024. The restricted stock units are time-based and generally cliff vest in three years, subject to continued employment. The value of restricted stock units is tied to the performance of the market value of the Company’s common stock and the grant date value is calculated in accordance with the grant date accounting value. The link between the Company’s financial performance and our executive compensation program is evident in the supplemental tables provided above. The Committee believes there is an appropriate link between executive compensation and the Company’s performance.

  51. Long-term Incentive Compensation – Mario Longhi

    Long-term Incentive Compensation – Mario Longhi In connection with his appointment as Interim President and CEO, Mr. Longhi was granted restricted stock units with a grant-date fair value of $2,500,000, pursuant to the Company’s 2021 Plan, which restricted stock units vested in full on December 12, 2024, the one-year anniversary of his appointment as Interim President and CEO. In recognition of Mr. Longhi’s service as the Company’s Interim President and Chief Executive Officer through October 31, 2024, the Company’s Board of Directors approved an equity award consisting of performance units and restricted stock units to Mr. Longhi under the 2021 Plan with an aggregate value of $2,500,000 and a grant date of November 1, 2024. Approximately 60% of the total value of the award was granted in performance units with dividend equivalents that may be earned if specific annualized Total Shareholder Return metrics are satisfied (such metrics are consistent with Robert Flexon’s performance unit award granted November 1, 2024 in connection with his appointment as the Company’s permanent President and CEO). The remaining 40% of the total value of the award was granted in time-restricted stock units with dividend equivalents that will vest 50% on the second anniversary of the grant date and 50% on the third anniversary of the grant date.

  52. Long-term Incentive Compensation – Mario Longhi

    | ● | Compensation and Corporate Governance Practices |

  53. Long-term Incentive Compensation – Mario Longhi

    The Committee seeks to implement and maintain sound compensation and corporate governance practices, which include the following:

  54. Long-term Incentive Compensation – Mario Longhi

    | ● | The Committee is composed entirely of directors who are independent, as defined in the corporate governance listing standards of the New York Stock Exchange. |

  55. Long-term Incentive Compensation – Mario Longhi

    | ● | In Fiscal 2024, the Committee utilized the services of Pay Governance LLC (“Pay Governance”), an independent outside compensation consultant. The Committee believes that, during Fiscal 2024, there was no conflict of interest between Pay Governance and the Committee. In reaching the foregoing conclusions, the Committee considered the factors set forth by the New York Stock Exchange regarding compensation committee advisor independence. |

  56. Long-term Incentive Compensation – Mario Longhi

    | ● | A substantial portion of compensation is performance based. In Fiscal 2024, 55% to 67% of the principal compensation components for all named executive officers, other than Mr. Longhi, were variable and tied to performance objectives. |

  57. Long-term Incentive Compensation – Mario Longhi

    | ● | The Company awards a substantial portion of compensation in the form of long-term awards, namely performance stock units, stock options and restricted stock units, so that executive officers’ interests are aligned with the interests of shareholders and long-term Company performance. |

  58. Long-term Incentive Compensation – Mario Longhi

    | ● | Annual bonus opportunities for the named executive officers are based primarily on key financial metrics, safety performance, an EFCF Goal and an OpEx Goal. Similarly, long-term incentives are based on UGI Corporation common stock values and relative stock price performance. |

  59. Long-term Incentive Compensation – Mario Longhi

    | ● | At our 2024 Annual Meeting, approximately 79% of our voting shareholders voted to approve the compensation of our named executive officers. |

  60. Long-term Incentive Compensation – Mario Longhi

    | ● | We require termination of employment for payment under our change in control agreements (referred to as a “double trigger”). We require a double trigger for the accelerated vesting of equity awards in the event of a change in control. In addition, none of our named executive officers have change in control agreements providing for tax gross-up payments under Section 280G of the Internal Revenue Code. See COMPENSATION OF EXECUTIVE OFFICERS — Potential Payments Upon Termination or Change in Control, beginning on page 64. |

  61. Long-term Incentive Compensation – Mario Longhi

    | ● | We have robust stock ownership guidelines. See COMPENSATION DISCUSSION AND ANALYSIS — Stock Ownership and Retention Policy, beginning on page 50. |

  62. Long-term Incentive Compensation – Mario Longhi

    | ● | We have adopted a clawback policy for incentive-based compensation paid or awarded to current and former executive officers in the event of a restatement of the Company’s financial statements in compliance with the final Securities and Exchange Commission clawback rules. |

  63. Long-term Incentive Compensation – Mario Longhi

    | ● | We have a policy prohibiting the Company’s Directors and executive officers from (i) hedging the securities of UGI Corporation, (ii) holding UGI Corporation securities in margin accounts as collateral for a margin loan, and/or (iii) pledging the securities of UGI Corporation. The policy specifically prohibits hedging or monetization transactions through the use of prepaid variable forwards, equity swaps, collars and/or exchange funds. |

  64. COMPENSATION PHILOSOPHY AND OBJECTIVES

    COMPENSATION PHILOSOPHY AND OBJECTIVES Our compensation program for our named executive officers is designed to provide a competitive level of total compensation necessary to attract and retain talented and experienced executives. Additionally, our compensation program is intended to motivate and encourage our executives to contribute to our success and reward our executives for leadership excellence and performance that promotes sustainable growth in shareholder value while deterring excessive risk taking. In Fiscal 2024, the components of our compensation program included salary, annual bonus awards, long-term incentive compensation (performance unit awards, restricted stock unit awards, and stock option grants), retirement benefits and other benefits, such as executive financial planning services and perquisites, all as described in greater detail in this Compensation Discussion and Analysis. We believe that the elements of our compensation program are essential components of a balanced and competitive compensation program to support our annual and long-term goals.

  65. DETERMINATION OF COMPETITIVE COMPENSATION

    DETERMINATION OF COMPETITIVE COMPENSATION In determining Fiscal 2024 compensation, the Committee engaged Pay Governance as its compensation consultant. The primary duties of Pay Governance were to:

  66. DETERMINATION OF COMPETITIVE COMPENSATION

    | ● | provide the Committee with independent and objective market data; |

  67. DETERMINATION OF COMPETITIVE COMPENSATION

    | ● | conduct compensation analyses; |

  68. DETERMINATION OF COMPETITIVE COMPENSATION

    | ● | review and advise on pay programs and salary, target bonus and long-term incentive levels applicable to our executives; |

  69. DETERMINATION OF COMPETITIVE COMPENSATION

    | ● | review components of our compensation program as requested from time to time by the Committee and recommend plan design changes, as appropriate; and |

  70. DETERMINATION OF COMPETITIVE COMPENSATION

    | ● | provide general consulting services related to the fulfillment of the Committee’s charter. |

  71. DETERMINATION OF COMPETITIVE COMPENSATION

    Pay Governance has not provided actuarial or other services relating to pension and post-retirement plans or services related to other benefits to us or our affiliates, and generally all of its services are those that it provides to the Committee. Pay Governance has provided market data for positions below the senior executive level as requested by management as well as market data for Director compensation, but its fees for this work historically are modest relative to its overall fees. In assessing competitive compensation, we referenced market data provided to us in Fiscal 2024 by Pay Governance. We do not benchmark against specific companies in the databases utilized by Pay Governance in preparing its reports. Our Committee does benchmark, however, by using Pay Governance’s analysis of compensation databases that include numerous companies as a reference point to provide a framework for compensation decisions. Our Committee exercises discretion and also reviews other factors, such as internal equity (both within and among our business units) and sustained individual and company performance, when setting our executives’ compensation. In order to provide the Committee with data reflecting the relative sizes of UGI’s non-utility and utility businesses, Pay Governance first referenced compensation data for comparable executive positions in each of the Willis Towers Watson 2023 General Industry Executive Compensation Database (“General Industry Database”) and the Willis Towers Watson 2023 Energy Services Executive Compensation Database (“Energy Services Database”). Willis Towers Watson’s General Industry Database is comprised of approximately 1,000 companies from a broad range of industries, including oil and gas, aerospace, automotive and transportation, chemicals, computer, consumer products, electronics, food and beverages, metals and mining, pharmaceutical and telecommunications. The Willis Towers Watson Energy Services Database is comprised of approximately 125 companies, primarily utilities. For all named executive officers, Pay Governance weighted the General Industry Database survey data 75% and the Energy Services Database survey data 25% and added the two. For example, if the relevant market rate for a particular executive position derived from information in the General Industry Database was $100,000 and the relevant market rate derived from information in the Energy Services Database was $90,000, Pay Governance would provide us with a market rate of $97,500 for that position (($100,000 x 75% = $75,000) plus ($90,000 x 25% = $22,500)). The impact of weighting information derived from the two databases is to obtain a market rate designed to approximate the relative sizes of our non-utility and utility businesses. The identities of the companies that comprise the databases utilized by Pay Governance have not been disclosed to us by Pay Governance. We generally seek to position a named executive officer’s salary grade so that the midpoint of the salary range for his or her salary grade approximates the 50th percentile of the “going rate” for comparable executives included in the executive compensation database material referenced by Pay Governance. By comparable executive, we mean an executive having a similar range of responsibilities and the experience to fully perform these responsibilities. Pay Governance size-adjusted the survey data to account for the relative revenues of the survey companies in relation to ours. Using this adjustment, Pay Governance developed going rates for positions comparable to those of our executives, as if the companies included in the respective databases had revenues similar to ours. We believe that Pay Governance’s application of size adjustments to applicable positions in these databases is an appropriate method for establishing market rates. After consultation with Pay Governance, we considered salary grade midpoints that were within 15% of the median going rate developed by Pay Governance to be competitive. The Committee seeks to target a named executive officer’s total direct compensation opportunity (comprised of base salary, annual bonus award and long-term incentive awards) to be within a range of 85% to 115% of the 50th percentile of the survey data. In general, compensation levels for an executive officer who is new to a position tend to be at the lower end of the competitive range, while seasoned or more experienced executive officers may be positioned at the higher end of the competitive range.

  72. ELEMENTS OF COMPENSATION

    | ● | Annual Bonus Awards |

  73. ELEMENTS OF COMPENSATION

    Our named executive officers participate in the UGI Corporation Executive Annual Bonus Plan (the “UGI Bonus Plan”). In determining each executive position’s target award level under our annual bonus plans, we considered database information derived by Pay Governance regarding the percentage of salary payable upon achievement of target goals for executives in similar positions at other companies as described above. In establishing the target award level, we assessed the 50th percentile for comparable positions. Except for Mr. Longhi, sixty percent of the target bonus award opportunity for each of our named executive officers is based on UGI Corporation Adjusted EPS, as adjusted for bonus purposes (financial performance portion of the award opportunity), ten percent is based on the achievement of a safety performance goal tied to weighted average safety results of UGI Corporation, Utilities, Energy Services, AmeriGas Propane, L.P. and UGI International (safety performance portion of the award opportunity), twenty percent is based on the achievement of an OpEx reduction goal (OpEx portion of the award opportunity) and ten percent is based on the achievement of an Excess Free Cash Flow metric, which is a measure of profitability (EFCF portion of the award opportunity). Mr. Longhi’s target bonus award opportunity was based on UGI Corporation Adjusted EPS, as adjusted in the discretion of the Board based on its qualitative assessment of Mr. Longhi’s achievement of his goals as Interim President and Chief Executive Officer, prorated for the number of months Mr. Longhi served in such role. The financial performance portion of the award opportunity for each named executive officer was structured so that (i) no amount would be payable unless Adjusted EPS was at least 85% of the target amount, (ii) the target award would be payable if the financial metric was fully achieved and (iii) up to 200% of the target award would be payable if the financial metric equaled or exceeded 110% of the Adjusted EPS target. The OpEx and Excess Free Cash Flow metrics are dependent on achieving Adjusted EPS of at least 85% of the target amount, but the safety performance portion of the overall bonus award target is independent of the achievement of the financial performance payout. The safety performance goal reflects the degree of achievement of a predetermined safety performance objective tied to Fiscal 2024 Occupational Safety and Health Administration (“OSHA”) recordables and accountable vehicle accident cases in Fiscal 2024 as compared to a predetermined target. For Fiscal 2024, the safety portion of the award opportunity ranged from no payout if the performance targets were below an established threshold to a maximum of 150% if performance exceeded target. We believe the safety performance target for Fiscal 2024 represented an achievable but challenging performance target. We believe that annual bonus payments to our most senior executives should reflect our overall financial results for the fiscal year, and the metrics described above provide “bottom line” measures of the performance of an executive in a large, well-established corporation. In addition, we believe that achievement of superior safety performance is an important short-term and long-term strategic initiative and is therefore included as a standalone component of the annual bonus calculation. We also believe that the addition of both our OpEx reduction and Excess Free Cash Flow performance goals is an important step in promoting cost optimization activities and, ultimately, helps us to strengthen our balance sheet. The following table summarizes the relevant ranges for targeted financial performance, actual financial performance achievement, actual safety performance achievement, actual OpEx Reduction performance achievement and actual EFCF performance achievement for Fiscal 2024.

  74. ELEMENTS OF COMPENSATION

    | | Percent of Target | | | Name | Bonus Paid | Payout | | Mario Longhi (1) | 196.43% | $2,250,761 | | Sean O’Brien | 187.86% | $939,300 | | Robert F. Beard | 187.86% | $1,009,983 | | John Koerwer | 187.86% | $485,151 | | Kathleen Shea Ballay | 187.86% | $723,261 |

  75. ELEMENTS OF COMPENSATION

    | (1) Mr. Longhi’s bonus amount includes an additional $204,615 in recognition of his achievement of pre-established performance objectives. |

  76. ELEMENTS OF COMPENSATION

    | ● | Long-Term Compensation — Fiscal 2024 Equity Awards |

  77. ELEMENTS OF COMPENSATION

    Background and Determination of Grants Our long-term incentive compensation is intended to create a strong financial incentive for achieving or exceeding long-term performance goals and to encourage executives to hold a significant equity stake in our Company in order to align the executives’ interests with shareholder interests. Additionally, we believe our long-term incentive compensation program provides us the ability to attract and retain talented executives in a competitive market. Our long-term compensation for Fiscal 2024 included UGI Corporation stock option grants, restricted stock units, and performance units, which were all awarded under the 2021 Plan. Each restricted stock unit represents the right to receive a share of common stock after three years of employment (except in the case of Mr. Longhi) and each performance unit represents the right of the recipient to receive a share of common stock if specified performance goals and other conditions are met. UGI Corporation stock options generally have a term of 10 years and become exercisable in three equal annual installments beginning on the first anniversary of the grant date, while our restricted stock units generally cliff vest on the third anniversary of the date of grant, subject to continued employment with the Company. For Fiscal 2024, UGI Corporation granted performance units tied to two separate financial metrics: (i) the three-year TSR performance of the Company’s common stock relative to that of the companies in the UGI Performance Peer Group (“TSR Performance Units”) and (ii) the three-year EPS performance of the Company as compared to a predetermined EPS target with payout, if earned (“EPS Performance Units”). As is the case with cash compensation and annual bonus awards, we referenced Pay Governance’s analysis of executive compensation database information in establishing equity compensation for the named executive officers. In determining the total dollar value of the long-term compensation opportunity to be provided in Fiscal 2024, we initially referenced competitive median market-based long-term incentive compensation information (on an accounting value basis), as provided by Pay Governance. In addition, the Committee analyzed each named executive officer’s overall market position on a total direct compensation basis, considered the increased weighting of performance units in the composition of the long-term incentive compensation and reviewed current unvested equity values previously awarded to our named executive officers. Pay Governance also provided competitive market incentive levels based on its assessment of accounting values. For our named executive officers, we applied approximately 20% of the amount of the long-term incentive opportunity to UGI stock options, approximately 20% to UGI restricted stock units, and approximately 60% to UGI performance units. Because the value of stock options is a function of the appreciation or depreciation of our stock price, stock options are designed to align the executive’s interests with shareholder interests. As explained in more detail below, the restricted stock units are designed to deter unnecessary risk taking while also aligning executive’s interests with shareholder interests, and performance units are designed to encourage increased total shareholder return and EPS over a period of time. The following table sets forth the long-term incentive awards made to our named executive officers in Fiscal 2024:

  78. ELEMENTS OF COMPENSATION

    | | | Performance | Performance | Restricted | | | Shares Underlying | Units | Units | Stock | | | Stock Options | (TSR) | (EPS) | Units | | Name | # Granted | # Granted | # Granted | # Granted | | Sean P. O’Brien | 71,320 | 14,880 | 18,300 | 12,200 | | Robert F. Beard | 64,190 | 13,390 | 16,470 | 10,980 | | John Koerwer | 20,210 | 4,220 | 5,190 | 3,460 | | Kathleen Shea Ballay | 38,040 | 7,940 | 9,760 | 6,510 | | Judy Zagorski | 38,040 | 7,940 | 9,760 | 6,510 | | Roger Perreault | 0 | 0 | 0 | 0 |

  79. ELEMENTS OF COMPENSATION

    Consistent with typical market practice for interim CEOs, Mr. Longhi was granted 113,130 restricted stock units on December 12, 2023 which vest in full on December 12, 2024. On November 1, 2024, Mr. Longhi was granted (i) 42,626 restricted stock units, which will vest 50% on the second anniversary of the grant date and 50% on the third anniversary of the grant date and (ii) 64,823 performance units that may be earned if specific annualized total shareholder return metrics are satisfied. Peer Group and Performance Metrics TSR Performance Units While the value of performance units awarded to the named executive officers was determined as described above, the actual number of shares underlying TSR Performance Units to be paid out at the expiration of the three-year performance period will be based upon the Company’s comparative TSR over the period from January 1, 2024 to December 31, 2026. Specifically, with respect to TSR Performance Units, we will compare the TSR of the Company’s common stock relative to the TSR performance of those companies comprising the UGI Performance Peer Group as of the beginning of the performance period using the comparative returns methodology used by Bloomberg L.P. or its successor at the time of calculation. In computing TSR, the Company uses the average of the daily closing prices for its common stock and the common stock of each company in the UGI Performance Peer Group for the calendar quarter prior to January 1 of the beginning and end of a given three-year performance period. In addition, TSR gives effect to all dividends throughout the three-year performance period as if they had been reinvested. We will only remove a company that was included in the UGI Performance Peer Group at the beginning of a performance period if such company ceases to exist during the applicable performance period. The companies in the UGI Performance Peer Group as of January 1, 2024 were as follows:

  80. ELEMENTS OF COMPENSATION

    The UGI Performance Peer Group replaced the Adjusted Russell MidCap Utilities with respect to TSR Performance Unit grants beginning in Fiscal 2021. The Committee determined that the UGI Performance Peer Group is an appropriate peer group as a result of a shift in the Company’s business composition. The minimum award, equivalent to 25% of the number of TSR Performance Units, will be payable if the Company’s TSR rank is at the 25th percentile of the UGI Performance Peer Group. The target award, equivalent to 100% of the number of TSR Performance Units, will be payable if the TSR rank is at the 50th percentile. The maximum award, equivalent to 200% of the number of TSR Performance Units, will be payable if the Company’s TSR rank is at the 90th percentile of the UGI Performance Peer Group. EPS Performance Units The actual number of shares underlying EPS Performance Units will be paid out following the expiration of the three-year vesting period from October 1, 2023 to September 30, 2026 if the predetermined Adjusted EPS target, as established by the Committee, for the three-year performance period October 1, 2023 to September 30, 2026 is satisfied and the named executive officer is employed by or providing service to the Company on the last day of the vesting period. The Committee will determine at the conclusion of the three-year performance period whether and to what extent the Adjusted EPS performance goal was met. The actual amount of the award of EPS Performance Units may be higher or lower than the target award, or it may be zero, based on the Company’s Adjusted EPS for the 2026 fiscal year, as determined by the Committee in its sole discretion. The minimum award, equivalent to 50% of the target number of EPS Performance Units, will be payable if the Company’s Adjusted EPS is 86% of the Adjusted EPS goal established by the Committee. The maximum award, equivalent to 200% of the target number of EPS Performance Units, will be payable if the Company’s Adjusted EPS exceeds 110% of the Adjusted EPS goal established by the Committee. Performance Units - Payment Terms and Dividend Equivalents Each award payable to the named executive officer provides a number of the Company’s shares equal to the number of performance units earned. After the Committee has determined that the conditions for payment have been satisfied, the Company has the authority to provide for a cash payment to the named executive officers in lieu of a limited number of the shares payable. The cash payment is based on the value of the securities at the end of the performance period and is designed to meet minimum statutory tax withholding requirements. In the event that executives earn shares in excess of the target award, the value of the shares earned in excess of the target is paid entirely in cash. All performance units have dividend equivalent rights. A dividend equivalent is an amount determined by multiplying the number of performance units credited to the recipient’s account by the per-share cash dividend or the per-share fair market value of any non-cash dividend paid by the Company during the performance period on Company shares on a dividend payment date. Accrued dividend equivalents are payable in cash based on the number of common shares, if any, paid out at the end of the performance period.

  81. ELEMENTS OF COMPENSATION

    | ● | Long-Term Compensation — Payout of Performance Units for 2021-2023 Period |

  82. ONGOING PLANS AND POST-EMPLOYMENT AGREEMENTS

    ONGOING PLANS AND POST-EMPLOYMENT AGREEMENTS We have several plans and agreements (described below) that enable our named executive officers to accrue retirement benefits as the executives continue to work for us, provide severance benefits upon certain types of termination of employment events or provide other forms of deferred compensation.

  83. UGI Corporation Supplemental Executive Retirement Plan and Supplemental Savings Plan

    UGI Corporation Supplemental Executive Retirement Plan and Supplemental Savings Plan UGI Corporation Supplemental Executive Retirement Plan This plan is a nonqualified defined benefit plan that provides retirement benefits that would otherwise be provided under the UGI Pension Plan to employees hired prior to January 1, 2009, but are prohibited from being paid from the UGI Pension Plan by Code limits. The plan also provides additional benefits in the event of certain terminations of employment covered by a change in control agreement. Mr. Beard participates in the UGI Corporation Supplemental Executive Retirement Plan (“UGI SERP”). See COMPENSATION OF EXECUTIVE OFFICERS — Pension Benefits Table and accompanying narrative, beginning on page 60, for additional information. UGI Corporation Supplemental Savings Plan This plan is a nonqualified deferred compensation plan that provides benefits to certain employees that would be provided under the qualified UGI Savings Plan to employees hired prior to January 1, 2009 in the absence of Code limitations. The UGI Corporation Supplemental Savings Plan (“SSP”) is intended to pay an amount substantially equal to the difference between the Company matching contribution to the qualified UGI Savings Plan and the matching contribution that would have been made under the qualified UGI Savings Plan if the Code limitations were not in effect. At the end of each plan year, a participant’s account is credited with earnings equal to the weighted average return on two indices: 60% on the total return of the Standard and Poor’s 500 Index and 40% on the total return of the Barclays Capital U.S. Aggregate Bond Index. The plan also provides additional benefits in the event of certain terminations of employment covered by a change in control agreement. Mr. Beard is eligible to participate in the SSP. See COMPENSATION OF EXECUTIVE OFFICERS — Nonqualified Deferred Compensation Table and accompanying narrative, beginning on page 63, for additional information.

  84. UGI Corporation Executive Severance Plan, Effective October 1, 2021

    UGI Corporation Executive Severance Plan, Effective October 1, 2021 The Company maintains an executive severance pay plan that provides severance compensation to certain senior level employees. The plan is designed to alleviate the financial hardships that may be experienced by executive employee participants whose employment is terminated without “just cause,” other than in the event of death or disability. The Company’s plan covers each of the named executive officers. See COMPENSATION OF EXECUTIVE OFFICERS — Potential Payments Upon Termination or Change in Control, beginning on page 64, for further information regarding the severance plans.

  85. Separation Agreement with Mr. Perreault

    Separation Agreement with Mr. Perreault Mr. Perreault entered into a Separation Agreement and General Release with the Company (the “Perreault Separation Agreement”) in accordance with the UGI Corporation Executive Severance Plan. In accordance with the Perreault Separation Agreement, Mr. Perreault was involuntarily terminated from all offices held prior to December 12, 2023 and received a lump sum payment in addition to (i) a cash payment for 9,150 restricted stock units, which would have vested on December 31, 2023, and (ii) continuation of the financial planning benefit program through February 2025, consistent with the terms previously offered to Mr. Perreault in his capacity as the Company’s President and Chief Executive Officer. Aside from the cash payment for 9,150 restricted stock units, all other unvested equity was forfeited by Mr. Perreault in connection with his involuntary termination. In addition, under the Perreault Separation Agreement and pursuant to a Consulting Services Agreement entered into by and between Mr. Perreault and the Company, Mr. Perreault agreed to serve as a consultant to the Company through August 28, 2024 to aid in the transition of responsibilities as the Company may request. Under such Consulting Services Agreement, Mr. Perreault received a lump sum payment of $300,000. The non-compete period pursuant to Mr. Perreault’s Confidentiality, Non-Competition and Non-Solicitation Agreement also was reduced to a one-year period from the effective date of the Perreault Separation Agreement. Mr. Perreault’s agreement required that he execute a release discharging the Company and its subsidiaries from liability in connection with his separation of service from the Company.

  86. Change in Control Agreements

    Change in Control Agreements The Company has change in control agreements with Messrs. O’Brien, Beard, and Koerwer and Ms. Shea Ballay. The change in control agreements are designed to reinforce and encourage the continued attention and dedication of the executives without disruption in the face of potentially distracting circumstances arising from the possibility of the change in control and to serve as an incentive to their continued employment. The agreements provide for payments and other benefits if we terminate an executive’s employment without cause or if the executive terminates employment for good reason within two years following a change in control of the Company. See COMPENSATION OF EXECUTIVE OFFICERS — Potential Payments Upon Termination or Change in Control, beginning on page 64, for further information regarding the change in control agreements.

  87. EQUITY GRANT PRACTICES

    EQUITY GRANT PRACTICES The Committee generally approves annual stock option, restricted stock unit and performance unit grants to executive officers in the last calendar quarter of each year, to be effective the following January. Grants to a new employee are generally effective on the later of the date the employee commences employment with us or the date the Committee authorizes the grants. In either case, for stock options, the exercise price is equal to or greater than the closing price per share of the Company’s common stock on the effective date of grant. From time to time, management recommends stock option, restricted stock unit, and performance unit grants for non-executive employees, and the grants, if approved by the Committee Chair and the Company’s Chief Executive Officer, are effective on or after the date of approval. We believe that our stock option, restricted stock unit and performance unit grant practices are appropriate and effectively eliminate any question regarding “timing” of grants in anticipation of material events.

  88. TAX CONSIDERATIONS

    | Summary Compensation Table – Fiscal 2024 | | | | | | | | | | | | | | | | | | Change | | | | | | | | | | | in Pension | | | | | | | | | | | Value and | | | | | | | | | | Non-Equity | Nonqualified | | | | | | | | | | Incentive | Deferred | All | | | Name and | | | | Stock | Option | Plan | Compensation | Other | | | Principal | Fiscal | Salary | Bonus | Awards | Awards | Compensation | Earnings | Compensation | Total | | Position | Year | ($) (1) | ($) | ($) (2) | ($) (2) | ($) (3) | ($) (4) | ($) (5) | ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | M. Longhi | 2024 | 784,617 | 0 | 3,039,803 | 0 | 2,250,761 | 0 | 152,625 | 6,227,806 | | Interim President and CEO (through Fiscal 2024) | | | | | | | | | | | S. P. O’Brien | 2024 | 624,998 | 0 | 1,392,253 | 297,404 | 939,300 | 0 | 240,621 | 3,494,576 | | Chief Financial Officer | 2023 | 286,057 | 0 | 838,006 | 198,891 | 201,950 | 0 | 124,619 | 1,649,523 | | R. F. Beard | 2024 | 632,507 | 0 | 1,252,961 | 267,672 | 1,009,983 | 1,633,741 | 24,850 | 4,821,714 | | Chief Operations Officer | 2023 | 630,920 | 0 | 1,705,811 | 403,219 | 462,311 | 676,660 | 25,944 | 3,904,865 | | | 2022 | 569,532 | 0 | 785,941 | 252,832 | 557,273 | 10,304 | 20,474 | 2,196,356 | | J. Koerwer | 2024 | 430,414 | 0 | 394,850 | 84,276 | 485,151 | 0 | 94,922 | 1,489,613 | | Chief Information Officer | 2023 | 429,583 | 0 | 537,063 | 126,941 | 208,616 | 0 | 81,111 | 1,383,314 | | K. Shea Ballay | 2024 | 549,994 | 0 | 742,766 | 158,627 | 723,261 | 0 | 134,433 | 2,309,081 | | General Counsel and Chief Legal Officer | | | | | | | | | | | J.A. Zagorski | 2024 | 446,006 | 0 | 742,766 | 158,627 | 0 | 0 | 1,671,274 | 3,018,673 | | Former Chief Human Resources Officer | 2023 | 527,770 | 0 | 842,920 | 199,116 | 298,735 | 0 | 98,316 | 1,966,857 | | | 2022 | 519,171 | 0 | 598,617 | 192,638 | 246,390 | 0 | 95,172 | 1,651,988 | | R. Perreault | 2024 | 275,000 | 0 | 0 | 0 | 0 | 0 | 5,071,550 | 5,346,550 | | Former President and CEO | 2023 | 998,078 | 0 | 6,255,097 | 1,478,593 | 1,009,750 | 0 | 218,652 | 9,960,170 | | | 2022 | 934,610 | 0 | 3,146,467 | 1,012,517 | 790,763 | 0 | 176,337 | 6,060,694 |

  89. Grants of Plan-Based Awards in Fiscal 2024

    Grants of Plan-Based Awards in Fiscal 2024 The following table and footnotes provide information regarding equity and non-equity plan grants to the named executive officers in Fiscal 2024.

  90. Grants of Plan-Based Awards in Fiscal 2024

    | Grants of Plan-Based Awards Table – Fiscal 2024 | | | | | | | | | | | | | | | | | Estimated Possible | | | Estimated Future | | | | | | Grant | | | | | Payouts Under | | | Payouts Under | | | All Other | All Other | | Date | | | | | Non-Equity Incentive | | | Equity Incentive | | | Stock | Option | | Fair | | | | | Plan Awards (1) | | | Plan Awards (2) | | | Awards: | Awards: | Exercise | Value of | | | | | | | | | | | Number of | Number of | or Base | Stock | | | | | | | | | | | Shares of | Securities | Price of | and | | | | Board | Thres- | | | Thres- | | | Stock or | Underlying | Options | Options | | | Grant | Action | hold | Target | Maximum | hold | Target | Maximum | Units | Options | Awards | Awards | | Name | Date | Date | ($) | ($) | ($) | (#) | (#) | (#) | (#) (3) | (#) (4) | ($/Sh) | ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | (l) | (m) | | M. Longhi | 12/12/2023 | 12/12/2023 | 25,102 | 1,004,098 | 1,957,992 | | | | | | | | | | 12/12/2023 | 12/12/2023 | | | | | | | 113,130 | | | 3,039,803 | | S. O’Brien | 10/1/2023 | 11/16/2023 | 12,500 | 500,000 | 975,000 | | | | | | | | | | 1/1/2024 | 11/16/2023 | | | | | | | | 71,320 | 24.60 | 297,404 | | | 1/1/2024 | 11/16/2023 | | | | | | | 12,200 | | | 358,924 | | | 1/1/2024 | 11/16/2023 | | | | 9,150 | 18,300 | 36,600 | | | | 538,569 | | | 1/1/2024 | 11/16/2023 | | | | 3,720 | 14,880 | 29,760 | | | | 494,760 | | R. Beard | 10/1/2023 | 11/16/2023 | 13,441 | 537,625 | 1,048,369 | | | | | | | | | | 1/1/2024 | 11/16/2023 | | | | | | | | 64,190 | 24.60 | 267,672 | | | 1/1/2024 | 11/16/2023 | | | | | | | 10,980 | | | 323,032 | | | 1/1/2024 | 11/16/2023 | | | | 8,235 | 16,470 | 32,940 | | | | 484,712 | | | 1/1/2024 | 11/16/2023 | | | | 3,348 | 13,390 | 26,780 | | | | 445,218 | | J. Koerwer | 10/1/2023 | 11/16/2023 | 6,456 | 258,251 | 503,590 | | | | | | | | | | 1/1/2024 | 11/16/2023 | | | | | | | | 20,210 | 25.02 | 84,276 | | | 1/1/2024 | 11/16/2023 | | | | | | | 3,460 | | | 101,793 | | | 1/1/2024 | 11/16/2023 | | | | 2,595 | 5,190 | 10,380 | | | | 152,742 | | | 1/1/2024 | 11/16/2023 | | | | 1,055 | 4,220 | 8,440 | | | | 140,315 | | K. Shea Ballay | 10/1/2023 | 11/16/2023 | 9,625 | 385,000 | 750,750 | | | | | | | | | | 1/1/2024 | 11/16/2023 | | | | | | | | 38,040 | 24.60 | 158,627 | | | 1/1/2024 | 11/16/2023 | | | | | | | 6,510 | | | 191,524 | | | 1/1/2024 | 11/16/2023 | | | | 4,880 | 9,760 | 19,520 | | | | 287,237 | | | 1/1/2024 | 11/16/2023 | | | | 1,985 | 7,940 | 15,880 | | | | 264,005 | | J. Zagorski | 10/1/2023 | 11/16/2023 | 6,947 | 277,865 | 541,837 | | | | | | | | | | 1/1/2024 | 11/16/2023 | | | | | | | | 38,040 | 24.60 | 158,627 | | | 1/1/2024 | 11/16/2023 | | | | | | | 6,510 | | | 191,524 | | | 1/1/2024 | 11/16/2023 | | | | 4,880 | 9,760 | 19,520 | | | | 287,237 | | | 1/1/2024 | 11/16/2023 | | | | 1,985 | 7,940 | 15,880 | | | | 264,005 | | R. Perreault | 10/1/2023 | 11/16/2023 | 37,312 | 1,492,486 | 2,910,348 | | | | | | | | | | 1/1/2024 | 11/16/2023 | | | | | | | | | | | | | 1/1/2024 | 11/16/2023 | | | | | | | | | | | | | 1/1/2024 | 11/16/2023 | | | | | | | | | | | | | 1/1/2024 | 11/16/2023 | | | | | | | | | | |

  91. Grants of Plan-Based Awards in Fiscal 2024

    | (1) The amounts shown under this heading relate to bonus opportunities under the relevant company’s annual bonus plan for Fiscal 2024. See Compensation Discussion and Analysis for a description of the annual bonus plans. Payments for these awards have already been determined and are included in the Non-Equity Incentive Plan Compensation column (column (g)) of the Summary Compensation Table. Except for Mr. Longhi, 60% of the target bonus award opportunity threshold amount is based on achievement of the UGI Corporation financial goal. For 10% of their bonus award opportunity, the threshold amount is based on achievement of a safety performance goal using the OSHA Recordable Injury Rate and Accountable Vehicle Accident Rate calculations. For 20% of their target bonus award opportunity, the threshold amount is based on achievement of an OpEx reduction goal. The remaining 10% of their bonus award opportunity is based on achievement of an Excess Free Cash Flow metric, which is a measure |

  92. Grants of Plan-Based Awards in Fiscal 2024

    | of profitability. Mr. Longhi’s target bonus award opportunity was based on on the Company’s Adjusted EPS, as adjusted in the discretion of the Board of Directors based on its qualitative assessment of Mr. Longhi’s achievement of his goals as Interim President and Chief Executive Officer, prorated for the number of months Mr. Longhi served in such role. |

  93. Grants of Plan-Based Awards in Fiscal 2024

    | (2) The awards shown are performance units under the Company’s 2021 Plan, as described in the Compensation Discussion and Analysis. Performance units are forfeitable until the end of the performance period in the event of termination of employment, with pro-rated forfeitures in the case of termination of employment due to retirement, death or disability. In the case of a change in control of the Company, outstanding performance units and dividend or distribution equivalents will only be paid for a qualifying termination of employment and will be paid in cash in an amount equal to the greater of (i) the target award, or (ii) the award amount that would be payable if the performance period ended on the date of the change in control as determined by the Committee, based on the Company’s achievement of the performance goal as of the date of the change in control, as determined by the Committee. See Compensation Discussion and Analysis for additional information. |

  94. Grants of Plan-Based Awards in Fiscal 2024

    | (3) Restricted stock units are granted under the Company’s 2021 Plan. Restricted stock units are time-based and generally cliff vest in three years, subject to continued employment. In the event of termination of employment before the end of the vesting period, restricted stock units will be forfeited in full. If termination of employment occurs due to retirement, death or disability, the participant will forfeit a pro-rated portion of the restricted stock units based on the amount of time the participant served as an employee during the vesting period. In the case of a change in control of the Company, outstanding restricted stock units and dividend or distribution equivalents will only be paid for a qualifying termination of employment and will be paid in cash in an amount equal to the greater of (i) the target award, or (ii) the award amount that would be payable if the performance period ended on the date of the change in control as determined by the Committee, based on the Company’s achievement of the performance goal as of the date of the change in control, as determined by the Committee. See Compensation Discussion and Analysis for additional information. |

  95. Grants of Plan-Based Awards in Fiscal 2024

    | (4) Options are granted under the Company’s 2021 Plan. Under the Company’s 2021 Plan, the option exercise price is not less than 100% of the fair market value of the Company’s common stock on the effective date of the grant. The term of each option is generally 10 years, which is the maximum allowable term. The options become exercisable in three equal annual installments beginning on the first anniversary of the grant date. All options are nontransferable and generally exercisable only while the optionee is employed by the Company or an affiliate, with exceptions for exercise following termination without cause, retirement, disability or death. In the case of termination without cause, the option will be exercisable only to the extent that it has vested as of the date of termination of employment and the option will terminate upon the earlier of the expiration date of the option and the expiration of the 13-month period commencing on the date of termination of employment. If termination of employment occurs due to retirement, the option will thereafter become exercisable as if the optionee had continued to be employed by, or continued to provide service to, the Company, and the option will terminate upon the original expiration date of the option. If termination of employment occurs due to disability, the option term is shortened to the earlier of the third anniversary of the date of such termination of employment and the original expiration date, and vesting continues in accordance with the original vesting schedule. In the event of death of the optionee while an employee, the option will become fully vested and the option term will be shortened to the earlier of the expiration of the 12-month period following the optionee’s death and the original expiration date. Options are subject to adjustment in the event of recapitalizations, stock splits, mergers, and other similar corporate transactions affecting the Company’s common stock. In the event of a change in control, unvested options become exercisable only for a qualifying termination of employment. |

  96. Outstanding Equity Awards at Year-End

    Outstanding Equity Awards at Year-End The following table shows the outstanding stock option, performance unit, and restricted unit awards held by the named executive officers at September 30, 2024.

  97. Outstanding Equity Awards at Year-End

    | Outstanding Equity Awards at Year-End Table – Fiscal 2024 | | | | | | | | | | | Option Awards | | | | Stock Awards | | | | | | | | | | | | Equity | Equity Incentive | | | | | | | | | Incentive | Plan Awards: | | | | | | | | | Plan Awards: | Market or | | | | | | | | Market | Number of | Payout | | | Number of | | | | | Value of | Unearned | Value of | | | Securities | Number of | | | Number of | Shares or | Shares, Units | Unearned | | | Underlying | Securities | | | Shares or | Units of | or Other | Shares, Units or | | | Unexercised | Underlying | Option | | Units of Stock | Stock That | Rights That | Other Rights | | | Options | Options | Exercise | Option | That Have | Have Not | Have Not | That | | | Exercisable | Unexercisable | Price | Expiration | Not Vested | Vested | Vested | Have Not Vested | | Name | (#) | (#) | ($) | Date | (#) | ($) | (#) | ($) | | (a) | (b) | (c) | (e) | (f) | (g) | (h) | (i) | (j) | | M. Longhi | 6,330 (16) | | 27.15 | 4/19/2030 | 1,650 (20) | 41,283 | | | | | 8,860 (17) | | 35.99 | 1/28/2031 | 2,870 (21) | 71,807 | | | | | 6,050 (18) | | 44.97 | 1/27/2032 | 2,300 (22) | 57,546 | | | | | 5,670 (19) | | 39.81 | 1/26/2033 | 2,600 (23) | 65,052 | | | | | | | | | 47 (24) | 1,169 | | | | | | | | | 136 (25) | 3,397 | | | | | | | | | 269 (26) | 6,735 | | | | | | | | | 596 (27) | 14,910 | | | | | | | | | 113,130 (28) | 2,830,513 | | | | S. O’Brien | 8,983 (13) | 17,967 (13) | 35.34 | 4/10/2033 | 5,660 (29) | 141,613 | 7,580 (34) | 0 | | | | 71,320 (12) | 24.60 | 12/31/2033 | 12,200 (32) | 305,244 | 8,490 (35) | 172,336 | | | | | | | | | 18,300 (36) | 352,557 | | | | | | | | | 14,880 (37) | 335,068 | | R. Beard | 32,400 (11) | | 37.98 | 12/31/2024 | | | | | | | 39,000 (1) | | 33.76 | 12/31/2025 | | | | | | | 33,000 (2) | | 46.08 | 12/31/2026 | | | | | | | 33,000 (3) | | 46.95 | 12/31/2027 | | | | | | | 41,410 (10) | | 53.35 | 12/31/2028 | | | | | | | 73,240 (5) | | 45.16 | 12/31/2029 | | | | | | | 40,830 (6) | | 34.96 | 12/31/2030 | | | | | | | 19,852 (8) | 9,928 (8) | 45.91 | 12/31/2031 | 5,720 (30) | 143,114 | 8,800 (33) | 0 | | | 14,283 (9) | 28,567 (9) | 41.45 | 1/11/2033 | 9,770 (31) | 244,445 | 14,660 (34) | 297,579 | | | | 64,190 (12) | 24.60 | 12/312033 | 10,980 (32) | 274,720 | 10,540 (35) | 0 | | | | | | | | | 16,470 (36) | 317,301 | | | | | | | | | 13,390 (37) | 301,516 | | J. Koerwer | 15,000 (15) | | 46.08 | 12/29/2026 | | | | | | | 14,000 (3) | | 46.95 | 12/31/2027 | | | | | | | 10,900 (10) | | 53.35 | 12/31/2028 | | | | | | | 16,180 (5) | | 45.16 | 12/31/2029 | | | | | | | 15,760 (6) | | 34.96 | 12/31/2030 | | | | | | | 7,506 (8) | 3,754 (8) | 45.91 | 12/31/2031 | 2,160 (30) | 54,043 | 3,330 (33) | 0 | | | 4,496 (9) | 8,994 (9) | 41.45 | 1/11/2033 | 3,080 (31) | 77,062 | 4,610 (34) | 93,577 | | | | 20,210 (12) | 24.60 | 12/31/2033 | 3,460 (32) | 86,569 | 3,320 (35) | 0 | | | | | | | | | 5,190 (36) | 99,987 | | | | | | | | | 4,220 (37) | 81,300 | | K. Shea Ballay | | 38,040 (12) | 24.60 | 12/31/2033 | 6,510 (32) | 162,880 | | | | | | | | | | | 9,760 (36) | 188,030 | | | | | | | | | 7,940 (37) | 178,793 | | J. Zagorski | 26,590 (14) | | 33.35 | 8/1/2025 | | | | | | | 35,310 (6) | | 34.96 | 8/1/2025 | | | | | | | 15,126 (8) | | 45.91 | 8/1/2025 | | | | | | | 7,053 (9) | | 41.45 | 8/1/2025 | | | | | | R. Perreault | 33,334 (1) | | 33.76 | 1/12/2025 | | | | | | | 50,000 (2) | | 46.08 | 1/12/2025 | | | | | | | 50,000 (3) | | 46.95 | 1/12/2025 | | | | | | | 44,860 (4) | | 56.25 | 1/12/2025 | | | | | | | 109,010 (5) | | 45.16 | 1/12/2025 | | | | | | | 37,666 (6) | | 34.96 | 1/12/2025 | | | | | | | 22,806 (7) | | 46.90 | 1/12/2025 | | | | | | | 39,753 (8) | | 45.91 | 1/12/2025 | | | | |

  98. Outstanding Equity Awards at Year-End

    Note: Column (d) was intentionally omitted.

  99. Outstanding Equity Awards at Year-End

    | (1) These options were granted effective January 1, 2016 and were fully vested on January 1, 2019. For Mr. Perreault, due to his termination, the outstanding options will be exercisable until January 12, 2025. |

  100. Outstanding Equity Awards at Year-End

    | (2) These options were granted effective January 1, 2017 and were fully vested on January 1, 2020. For Mr. Perreault, due to his termination, the outstanding options will be exercisable until January 12, 2025. |

  101. Outstanding Equity Awards at Year-End

    | (3) These options were granted effective January 1, 2018 and were fully vested on January 1, 2021. For Mr. Perreault, due to his termination, the outstanding options will be exercisable until January 12, 2025. |

  102. Outstanding Equity Awards at Year-End

    | (4) These options were granted effective January 30, 2019 and were fully vested on January 30, 2022. For Mr. Perreault, due to his termination, the outstanding options will be exercisable until January 12, 2025. |

  103. Outstanding Equity Awards at Year-End

    | (5) These options were granted effective January 1, 2020 and were fully vested on January 1, 2023. For Mr. Perreault, due to his termination, the outstanding options will be exercisable until January 12, 2025. |

  104. Outstanding Equity Awards at Year-End

    | (6) These options were granted effective January 1, 2021 and were fully vested on January 1, 2024. For Mr. Perreault, due to his termination, the vested outstanding options will be exercisable until January 12, 2025. For Ms. Zagorski, due to her termination, the vested outstanding options will be exercisable until August 1, 2025. |

  105. Outstanding Equity Awards at Year-End

    | (7) These options were granted effective June 28, 2021 in connection with Mr. Perreault’s promotion to President and Chief Executive Officer in 2021. These options vest 33 1/3% on each anniversary of the grant date and would have been fully vested on June 28, 2024. At his termination on December 12, 2023 only two thirds were vested, and these will be exercisable until January 12, 2025. |

  106. Outstanding Equity Awards at Year-End

    | (8) These options were granted effective January 1, 2022. These options vest 33 1/3% on each anniversary of the grant date and will be fully vested on January 1, 2025. For Mr. Perreault, due to his termination on December 12, 2023 only one third were vested, and these will be exercisable until January 12, 2025. For Ms. Zagorski, due to her termination, the vested outstanding options will be exercisable until August 1, 2025, and the unvested options were forfeited. |

  107. Outstanding Equity Awards at Year-End

    | (9) These options were granted effective January 12, 2023. These options vest 33 1/3% on each anniversary of the grant date and will be fully vested on January 12, 2026. For Mr. Perreault, due to his termination, all options were unvested and were forfeited. For Ms. Zagorski, due to her termination, the vested outstanding options will be exercisable until August 1, 2025 and the unvested options were forfeited. |

  108. Outstanding Equity Awards at Year-End

    (10) These options were granted effective January 1, 2019 and were fully vested on January 1, 2022. (11) These options were granted effective January 1, 2015 and were fully vested on January 1, 2018.

  109. Outstanding Equity Awards at Year-End

    | (12) These options were granted effective January 1, 2024. These options vest 33 1/3% on each anniversary of the grant date and will be fully vested on January 1, 2027. For Ms. Zagorski, due to her termination, all options were unvested and were forfeited. |

  110. Outstanding Equity Awards at Year-End

    | (13) These options were granted in connection with the commencement of Mr. O’Brien’s employment effective April 11, 2023 and will be fully vested on April 10, 2026. |

  111. Outstanding Equity Awards at Year-End

    | (14) These options were granted in connection with the commencement of Ms. Zagorski’s employment effective September 8, 2020. These options were vested fully vested on September 8, 2023. For Ms. Zagorski, due to her termination, the outstanding options will be exercisable until August 1, 2025. |

  112. Outstanding Equity Awards at Year-End

    | (15) These options were granted in connection with the commencement of Mr. Koerwer’s employment effective December 30, 2016. These options were fully vested on December 29, 2019. |

  113. Outstanding Equity Awards at Year-End

    | (16) These options were granted in connection with Mr. Longhi’s commencement of his service as a non-employee member of the UGI Board of Directors effective April 20, 2020 and were fully vested at time of grant. |

  114. Outstanding Equity Awards at Year-End

    | (17) These options were granted in connection with Mr. Longhi’s service as a non-employee member of the UGI Board of Directors effective January 29, 2021 and were fully vested at time of grant. |

  115. Outstanding Equity Awards at Year-End

    | (18) These options were granted in connection with Mr. Longhi’s service as a non-employee member of the UGI Board of Directors effective January 28, 2022 and were fully vested at time of grant. |

  116. Outstanding Equity Awards at Year-End

    | (19) These options were granted in connection with Mr. Longhi’s service as a non-employee member of the UGI Board of Directors effective January 27, 2023 and were fully vested at time of grant. |

  117. Outstanding Equity Awards at Year-End

    | (20) These Director Stock units were granted in connection with Mr. Longhi’s service as a non-employee member of the UGI Board of Directors effective April 20, 2020 and were fully vested at time of grant. |

  118. Outstanding Equity Awards at Year-End

    | (21) These Director Stock units were granted in connection with Mr. Longhi’s service as a non-employee member of the UGI Board of Directors effective January 29, 2021 and were fully vested at time of grant. |

  119. Outstanding Equity Awards at Year-End

    | (22) These Director Stock units were granted in connection with Mr. Longhi’s service as a non-employee member of the UGI Board of Directors effective January 28, 2022 and were fully vested at time of grant. |

  120. Outstanding Equity Awards at Year-End

    | (23) These Director Stock units were granted in connection with Mr. Longhi’s service as a non-employee member of the UGI Board of Directors effective January 27, 2023 and were fully vested at time of grant. |

  121. Outstanding Equity Awards at Year-End

    | (24) These Director Stock units were granted as of December 31, 2020 and represent the dividend equivalents on the balance up to that date of Mr. Longhi’s Director Stock units in connection with his service as a non-employee member of the UGI Board of Directors. |

  122. Outstanding Equity Awards at Year-End

    | (25) These Director Stock units were granted as of December 31, 2021 and represent the dividend equivalents on the balance up to that date of Mr. Longhi’s Director Stock units in connection with his service as a non-employee member of the UGI Board of Directors. |

  123. Outstanding Equity Awards at Year-End

    | (26) These Director Stock units were granted as of December 31, 2023 and represent the dividend equivalents on the balance up to that date of Mr. Longhi’s Director Stock units in connection with his service as a non-employee member of the UGI Board of Directors. |

  124. Outstanding Equity Awards at Year-End

    | (27) These Director Stock units were granted as of December 31, 2024 and represent the dividend equivalents on the balance up to that date of Mr. Longhi’s Director Stock units in connection with his service as a non-employee member of the UGI Board of Directors. |

  125. Outstanding Equity Awards at Year-End

    | (28) These restricted stock units were granted effective December 12, 2023 in connection with Mr. Longhi’s appointment as Interim President and Chief Executive Officer in 2023. These units vest on the anniversary of the grant date and will be fully vested on December 12, 2024. |

  126. Outstanding Equity Awards at Year-End

    | (29) These restricted units were granted effective April 11, 2023, in connection with the commencement of Mr. O’Brien’s employment. All units will vest on the third anniversary of Mr. O’Brien’s employment commencement date, on April 11, 2026. |

  127. Outstanding Equity Awards at Year-End

    (30) These restricted stock units were granted effective January 1, 2022 and will fully vest on December 31, 2024. (31) These restricted stock units were granted effective January 12, 2023 and will fully vest on December 31, 2025. (32) These restricted units were granted effective January 1, 2024, and will fully vest on December 31, 2026.

  128. Outstanding Equity Awards at Year-End

    | (33) These performance units were awarded January 1, 2022. The measurement period for the performance goal is January 1, 2022 through December 31, 2024. The value of the number of performance units that may be earned at the end of the performance period is based on the Company’s TSR relative to that of each of the companies in the UGI Performance Peer Group as of the first day of the performance measurement period. The actual number of performance units and accompanying dividend equivalents earned may be higher (up to 200% of the target award) or lower than the amount shown, based on the TSR performance through the end of the performance period. The performance units will be payable, if at all, on January 1, 2025. As of September 30, 2024, the Company’s TSR ranking would qualify for no payout of the target number of performance units originally granted. See Compensation Discussion and Analysis - Long Term Compensation - Fiscal 2024 Equity Awards for more information on the TSR performance goal measurements. The performance units will be payable, if at all, on January 1, 2025. |

  129. Outstanding Equity Awards at Year-End

    (34) These performance units (EPS) were awarded January 12, 2023, with the exception of Mr. O’Brien who was awarded these units on April 11, 2023. The measurement period for the performance goal is October 1, 2022 through September 30, 2024, with an additional one-year vesting period. The performance goal is based on a predetermined adjusted earnings per share for the fiscal year ending September 30, 2024. The actual amount of the award of Performance Units may be higher or lower than the Target Award, or it may be zero, based on UGI’s adjusted earnings per share, as determined by the Committee in its sole discretion (payment for intermediate levels of performance to be determined by interpolation with a minimum payout of 50% and a maximum payout of 110%).

  130. Outstanding Equity Awards at Year-End

    | (35) These performance units (TSR) were awarded January 12, 2023, with the exception of Mr. O’Brien who was awarded these units on April 11, 2023. The value of the number of performance units that may be earned at the end of the performance period is based on the Company’s TSR relative to that of each of the companies in the UGI Performance Peer Group as of the first day of the performance measurement period. The actual number of performance units and accompanying dividend equivalents earned may be higher (up to 200% of the target award) or lower than the amount shown, based on the TSR performance through the end of the performance period. The performance units will be payable, if at all, on January 1, 2026. As of September 30, 2024, the Company’s TSR ranking would qualify for no payout of the target number of performance units originally granted. See Compensation Discussion and Analysis - Long Term Compensation - Fiscal 2024 Equity Awards for more information on the TSR performance goal measurements. The performance units will be payable, if at all, on January 1, 2025. |

  131. Outstanding Equity Awards at Year-End

    (36) These performance units (EPS) were awarded January 1, 2024. The measurement period for the performance goal is October 1, 2023 through September 30, 2026. The performance goal is based on a predetermined adjusted earnings per share for the fiscal year ending September 30, 2026. The actual amount of the award of Performance Units may be higher or lower than the Target Award, or it may be zero, based on UGI’s adjusted earnings per share, as determined by the Committee in its sole discretion (payment for intermediate levels of performance to be determined by interpolation with a minimum payout of 50% and a maximum payout of 200%). (37) These performance units (TSR) were awarded January 1, 2024. The measurement period for the performance goal is January 1, 2024 through December 31, 2026. The value of the number of performance units that may be earned at the end of the performance period is based on the Company’s TSR relative to that of each of the companies in the UGI Performance Peer Group as of the first day of the performance measurement period. The actual number of performance units and accompanying dividend equivalents earned may be higher (up to 200% of the target award) or lower than the amount shown, based on the TSR performance through the end of the performance period. The performance units will be payable, if at all, on January 1, 2027. As of September 30, 2024, the Company’s TSR ranking would qualify for a payout of 77% of the target number of performance units originally granted. See Compensation Discussion and Analysis - Long Term Compensation - Fiscal 2024 Equity Awards for more information on the TSR performance goal measurements. The performance units will be payable, if at all, on January 1, 2027.

  132. Option Exercises and Stock Vested in Fiscal 2024

    Option Exercises and Stock Vested in Fiscal 2024 The following table sets forth (i) the number of shares of UGI Corporation common stock acquired by the named executive officers in Fiscal 2024 from the exercise of stock options, (ii) the value realized by those officers upon the exercise of stock options based on the difference between the market price for our common stock on the date of exercise and the exercise price for the options, (iii) the number of performance units and stock units previously granted to the named executive officers that vested in Fiscal 2024, and (iv) the value realized by those officers upon the vesting of such units based on the closing market price for shares of our common stock on the vesting date.

  133. Option Exercises and Stock Vested in Fiscal 2024

    | Option Exercises and Stock Vested Table – Fiscal 2024 | | | | | | | Option Awards | | Stock Awards | | | | Number of | | Number of | | | | Shares Acquired | Value Realized | Shares Acquired | Value Realized | | | on Exercise | on Exercise | on Vesting | on Vesting | | Name | (#) | ($) | (#) | ($) | | (a) | (b) | (c) | (d) | (e) | | M. Longhi | 0 | 0 | 0 | 0 | | S. O’Brien | 0 | 0 | 0 | 0 | | R. Beard | 0 | 0 | 6,610 | 162,606 | | J. Koerwer | 0 | 0 | 2,550 | 62,730 | | K. Shea Ballay | 0 | 0 | 0 | 0 | | J. Zagorski | 0 | 0 | 5,720 | 140,712 | | R. Perreault | 0 | 0 | 0 | 0 |

  134. Pension Benefits

    Pension Benefits The following table shows (i) the number of years of credited service for the named executive officers under the UGI Pension Plan and the UGI SERP, (ii) the actuarial present value of accumulated benefits under those plans as of September 30, 2024, and (iii) any payments made to the named executive officers in Fiscal 2024 under those plans.

  135. Pension Benefits

    | Pension Benefits Table – Fiscal 2024 | | | | | | | | Number of | Present Value of | Payments | | | | Years of Credited | Accumulated | During | | | | Service | Benefit | Last Fiscal Year | | Name | Plan Name | (#) | ($)(1) | ($) | | (a) | (b) | (c) | (d) | (e) | | M. Longhi | None | 0 | 0 | 0 | | S. O’Brien | None | 0 | 0 | 0 | | R. Beard | UGI SERP | 34 | 4,366,320 | 0 | | | UGI Pension Plan | 34 | 1,725,293 | 0 | | J. Koerwer | None | 0 | 0 | 0 | | K. Shea Ballay | None | 0 | 0 | 0 | | J. Zagorski | None | 0 | 0 | 0 | | R. Perreault | None | 0 | 0 | 0 |

  136. Pension Benefits

    | (1) Messrs. Longhi, O’Brien, Koerwer, and Perreault and Mses. Shea Ballay and Zagorski do not participate in any defined benefit pension plan. |

  137. Pension Benefits

    The Company participates in the UGI Pension Plan to provide retirement income to its employees hired prior to January 1, 2009. The UGI Pension Plan pays benefits based upon final average earnings, consisting of base salary or wages and annual bonuses and years of credited service. Benefits vest after the participant completes five years of vesting service. The UGI Pension Plan provides normal annual retirement benefits at age 65, unreduced early retirement benefits at age 62 with 10 years of service and reduced, but subsidized, early retirement benefits at age 55 with 10 years of service. Employees terminating prior to early retirement eligibility are eligible to receive a benefit under the plan formula commencing at age 65 or an unsubsidized benefit as early as age 55, provided they had 10 years of service at termination. Employees who have attained age 50 with 15 years of service and are involuntarily terminated by the Company prior to age 55 are also eligible for subsidized early retirement benefits, beginning at age 55. The UGI Pension Plan’s normal retirement benefit formula is (A) – (B) and is shown below: A =The minimum of (1) and (2), where

  138. Pension Benefits

    | (1) = | 1.9% of five-year final average earnings (as defined in the UGI Pension Plan) multiplied by years of service; |

  139. Pension Benefits

    | (2) = | 60% of the highest year of earnings; and |

  140. Pension Benefits

    B =1% of the estimated primary Social Security benefit multiplied by years of service (maximum 35) The amount of the benefit produced by the formula will be reduced by an early retirement factor based on the employee’s actual age in years and months as of his early retirement date. The reduction factors range from 65% at age 55 to 100% (no reduction) at age 62. The normal form of benefit under the UGI Pension Plan for a married employee is a 50% joint and survivor lifetime annuity. Regardless of marital status, a participant may choose from a number of lifetime annuity payments. A different formula (the “CPG Formula”) applies to Mr. Beard as a result of his prior service with a predecessor company that was acquired by Utilities. Under the CPG Formula, the Pension Plan provides normal annual retirement benefits at age 65, unreduced early retirement benefits at age 60 with 10 years of service and reduced, but subsidized, early retirement benefits at age 55 with 10 years of service. Employees terminating prior to early retirement eligibility are eligible to receive a benefit under the plan formula commencing at age 65 or a reduced benefit as early as age 55, provided they had five years of service at termination. The CPG normal retirement benefit formula is (A) + (B) and is shown below:

  141. Pension Benefits

    | A. = | 1.08% of five-year final average earnings (as defined in the Plan) up to Social Security Covered Compensation multiplied by years of service up to 35 years; and |

  142. Pension Benefits

    | B. = | 1.35% of five-year final average earnings (as defined in the Plan) above Social Security Covered Compensation multiplied by years of service up to 35 years. |

  143. Pension Benefits

    The amount of the benefit produced by the CPG formula will be reduced by an early retirement factor based on the employee’s actual age in years and months as of his early retirement date. The reduction factors range from 65% at age 55 to 100% (no reduction) at age 60. The normal form of benefit under the CPG Formula for a married employee is a 50% joint and survivor lifetime annuity. Regardless of marital status, a participant may choose from a number of lifetime annuity payments. The UGI Pension Plan is subject to qualified-plan Code limits on the amount of annual benefit that may be paid, and on the amount of compensation that may be taken into account in calculating retirement benefits under the plan. For plan year 2024, the limit on the compensation that may be used is $345,000 and the limit on annual benefits payable for an employee retiring at age 65 in 2024 is $275,000. Benefits in excess of those permitted under the statutory limits are paid from the UGI SERP, described below. Mr. Beard is eligible for reduced early retirement benefits under the CPG Formula.

  144. Actuarial assumptions used to determine values in the Pension Benefits Table - Fiscal 2024

    Actuarial assumptions used to determine values in the Pension Benefits Table - Fiscal 2024 The amounts shown in the Pension Benefit Table above are actuarial present values of the benefits accumulated through September 30, 2024. An actuarial present value is calculated by estimating expected future payments starting at an assumed retirement age, weighting the estimated payments by the estimated probability of surviving to each post-retirement age, and discounting the weighted payments at an assumed discount rate to reflect the time value of money. The actuarial present value represents an estimate of the amount which, if invested today at the discount rate, would be sufficient on an average basis to provide estimated future payments based on the current accumulated benefit. The assumed retirement age for each named executive is age 62, which is the earliest age at which the executive could retire without any benefit reduction due to age. Actual benefit present values will vary from these estimates depending on many factors, including an executive’s actual retirement age. The key assumptions included in the calculations are as follows:

  145. Actuarial assumptions used to determine values in the Pension Benefits Table - Fiscal 2024

    | | September 30, 2024 | September 30, 2023 | | Discount rate for Pension Plan for all purposes and for SERP, for pre-retirement calculations | 5.05% (UGI Pension Plan) 5.00% (SERP) | 6.09% (UGI Pension Plan) 6.19% (SERP) | | SERP lump sum rates | 4.30% | 5.00% | | Retirement age | 60 | 60 | | Postretirement mortality for UGI Pension Plan | PRI-2012 blue collar table, decreased by 4.50%; projected forward on a generational basis using Scale MP-2021 | PRI-2012 blue collar table, decreased by 4.50%; projected forward on a generational basis using Scale MP-2021 | | Postretirement Mortality for SERP | 1994 GAR Unisex | 1994 GAR Unisex | | Preretirement Mortality | None | None | | Termination and disability rates | None | None | | Form of payment – qualified plan | Single life annuity | Single life annuity | | Form of payment – nonqualified plan | Lump sum | Lump sum |

  146. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The following table shows the contributions, earnings, withdrawals and account balances for each of the named executive officers who participate in the Company’s SSP and the 2009 UGI SERP.

  147. Nonqualified Deferred Compensation

    | Nonqualified Deferred Compensation Table – Fiscal 2024 | | | | | | | | | | | | | | Aggregate | | | | Executive | Employer | | | Balance at | | | | Contributions | Contributions | Aggregate | Aggregate | Last | | | | in Last | in Last | Earnings in | Withdrawals/ | Fiscal Year- | | | | Fiscal Year | Fiscal Year | Last Fiscal Year | Distributions | End | | Name | Plan Name | ($) | ($) | ($) | ($) | ($)(5) | | | (a) | (b) | (c) | (d) | (e) | (f) | | M. Longhi | (1) | (1) | (1) | (1) | (1) | (1) | | S. O’Brien | 2009 UGI SERP | 0 | 139,930(2) | 821 | 0 | 38,587 | | R. Beard | SSP | 0 | 17,208(3) | 19,264 | 0 | 151,485 | | J. Koerwer | 2009 UGI SERP | 0 | 75,057(3) | 10,690 | 0 | 311,967 | | K. Shea Ballay | 2009 UGI SERP | 0 | 110,825(2) | 336 | 0 | 14,941 | | J. Zagorski | 2009 UGI SERP | 0 | 0(4) | 0 | 0 | 0 | | R. Perreault | 2009 UGI SERP | 0 | 13,750(2) | 26,535 | 0 | 1,196,782 |

  148. Nonqualified Deferred Compensation

    | (1) Mr. Longhi does not participate in the Company’s SSP or 2009 UGI SERP. |

  149. Nonqualified Deferred Compensation

    | (2) This amount represents the employer contribution to the 2009 UGI SERP, which is also reported in the Summary Compensation Table in the “All Other Compensation” column. |

  150. Nonqualified Deferred Compensation

    | (3) This amount represents the employer contribution to the Company’s SSP, which is also reported in the Summary Compensation Table in the “All Other Compensation” column. |

  151. Nonqualified Deferred Compensation

    | (4) Ms. Zagorski forfeited her 2009 UGI SERP balance upon her separation from the Company because she had not met her five-year service vesting requirement. In addition, she was not eligible for an Employer Contribution in Fiscal 2024. |

  152. Nonqualified Deferred Compensation

    | (5) The aggregate balances do not include the Company contributions for Fiscal 2024 set forth in column (c) since the Company contributions occur after fiscal year end. |

  153. Nonqualified Deferred Compensation

    The SSP is a nonqualified deferred compensation plan that provides benefits to certain employees that would be provided under the UGI Savings Plan in the absence of Code limitations. Benefits vest after the participant completes five years of service. The SSP is intended to pay an amount substantially equal to the difference between the Company matching contribution that would have been made under the UGI Savings Plan if the Code limitations were not in effect and the Company match actually made under the UGI Savings Plan. The Code compensation limit for plan year 2024 was $330,000. Under the SSP, the participant is credited with a Company match on compensation in excess of Code limits using the same formula applicable to contributions to the UGI Savings Plan, which is a match of 50% on the first 3% of eligible compensation, and a match of 25% on the next 3%, assuming that the employee contributed to the UGI Savings Plan the lesser of 6% of eligible compensation and the maximum amount permissible under the Code. Amounts credited to the participant’s account are credited with interest. The rate of interest currently in effect is the rate produced by blending the annual return on the Standard and Poor’s 500 Index (60% weighting) and the annual return on the Barclays Capital U.S. Aggregate Bond Index (40% weighting). Account balances are payable in a lump sum within 60 days after termination of employment, except as required by Section 409A of the Code. If payment is required to be delayed by Section 409A of the Code, payment is made within 15 days after expiration of a six-month postponement period following “separation from service” as defined in the Code. The 2009 UGI SERP is a nonqualified deferred compensation plan that is intended to provide retirement benefits to executive officers who are not eligible to participate in the UGI Pension Plan, having been hired on or after January 1, 2009. Under the 2009 UGI SERP, the Company credits to each participant’s account annually an amount equal to 5% of the participant’s compensation (salary and annual bonus) up to the Code compensation limit ($330,000 in plan year 2024) and 10% of compensation in excess of such limit. In addition, if any portion of the Company’s matching contribution under the UGI Savings Plan is forfeited due to nondiscrimination requirements under the Code, the forfeited amount, adjusted for earnings and losses on the amount, will be credited to the participant’s account. Benefits vest on the fifth anniversary of a participant’s employment commencement date. Participants direct the investment of their account balances among a number of mutual funds, which are generally the same funds available to participants in the UGI Savings Plan, other than the UGI Corporation stock fund. Account balances are payable in a lump sum within 60 days after termination of employment, except as required by Section 409A of the Code. If payment is required to be delayed by Section 409A of the Code, payment is made within 15 days after expiration of a six-month postponement period following “separation from service” as defined in the Code. Amounts payable under the 2009 UGI SERP may be deferred in accordance with the 2009 Deferral Plan. See COMPENSATION DISCUSSION AND ANALYSIS – UGI Corporation 2009 Deferral Plan, As Amended and Restated Effective June 15, 2017, page 49.

  154. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control

  155. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The amounts shown in the table below are merely estimates of the incremental amounts that would be paid out to the named executive officers if their termination had occurred on the last day of Fiscal 2024 and are based on the 2021 Severance Plan, the severance plan in effect on such date. The actual amounts to be paid out can only be determined at the time of such named executive officer’s termination of employment. The amounts set forth in the table below do not include compensation to which each named executive officer would be entitled without regard to the named executive officer’s termination of employment, including (i) base salary and short-term incentives that have been earned but not yet paid, and (ii) amounts that have been earned, but not yet paid, under the terms of the plans reflected in the Pension Benefits Table and the Nonqualified Deferred Compensation Table. There are no incremental payments in the event of voluntary resignation, termination for cause, disability or upon retirement.

  156. Potential Payments Upon Termination or Change in Control

    | Potential Payments Upon Termination or Change in Control Table – Fiscal 2024 | | | | | | | | | Equity Awards | Nonqualified | | | | | Severance | with Accelerated | Retirement | Welfare & Other | | | | Pay | Vesting | Benefits | Benefits | Total | | Name & Triggering Event | ($)(1)(2) | ($)(3) | ($)(4) | ($)(5) | ($) | | M. Longhi | | | | | | | Death | 0 | 2,830,513 | 0 | 0 | 2,830,513 | | Involuntary Termination Without Cause | 0 | 0 | 0 | 0 | 0 | | Termination Following Change in Control | 0 | 2,830,513 | 0 | 0 | 2,830,513 | | S. O’Brien | | | | | | | Death | 0 | 893,446 | 0 | 0 | 893,446 | | Involuntary Termination Without Cause | 2,187,501 | 0 | 0 | 56,655 | 2,244,156 | | Termination Following Change in Control | 3,312,501 | 1,668,962 | 0 | 61,092 | 5,042,555 | | R. Beard | | | | | | | Death | 0 | 1,482,747 | 4,201,980 | 0 | 5,684,727 | | Involuntary Termination Without Cause | 2,292,813 | 1,156,139 | 4,654,078 | 47,563 | 8,150,593 | | Termination Following Change in Control | 2,877,876 | 2,217,802 | 5,517,495 | 57,314 | 10,670,487 | | J. Koerwer | | | | | | | Death | 0 | 489,999 | 0 | 0 | 489,999 | | Involuntary Termination Without Cause | 1,291,257 | 0 | 0 | 44,544 | 1,335,801 | | Termination Following Change in Control | 1,979,927 | 721,560 | 0 | 40,907 | 2,742,394 | | K. Shea Ballay | | | | | | | Death | 0 | 309,920 | 0 | 0 | 309,920 | | Involuntary Termination Without Cause | 1,787,500 | 0 | 0 | 55,956 | 1,843,456 | | Termination Following Change in Control | 2,722,500 | 621,711 | 0 | 59,926 | 3,404,137 |

  157. Potential Payments Upon Termination or Change in Control

    | (1) Amounts shown under “Severance Pay” in the case of involuntary termination without cause are calculated under the terms of the 2021 Severance Plan. We assumed that 100% of the target annual bonus was paid. |

  158. Potential Payments Upon Termination or Change in Control

    | (2) Amounts shown under “Severance Pay” in the case of termination following a change in control are calculated under the officer’s change in control agreement. |

  159. Potential Payments Upon Termination or Change in Control

    | (3) In calculating the amounts shown under “Equity Awards with Accelerated Vesting”, we assumed (i) the continuation of the Company’s dividend at the rate in effect on September 30, 2024; and (ii) performance at the greater of actual through September 30, 2024 and target levels with respect to performance units. |

  160. Potential Payments Upon Termination or Change in Control

    | (4) Amounts shown under “Nonqualified Retirement Benefits” are in addition to amounts shown in the Pension Benefits Table – Fiscal 2024 and the Nonqualified Deferred Compensation Table – Fiscal 2024. Mr. Beard participates in the UGI SERP and the UGI Pension Plan, each a defined benefit plan, while Messrs. O’Brien and Koerwer and Ms. Shea Ballay participate in the 2009 SERP, a defined contribution plan. Mr. Longhi does not participate in a defined benefit or defined contribution plan. |

  161. Potential Payments Upon Termination or Change in Control

    | (5) Amounts shown under “Welfare and Other Benefits” include estimated payments for (i) medical and dental insurance premiums, (ii) outplacement services and (iii) tax preparation services. |

  162. CEO Pay Ratio

    CEO Pay Ratio The Dodd-Frank Wall Street Reform and Consumer Protection Act and related rules adopted by the SEC require disclosure of the ratio of the annual total compensation of its chief executive officer to the annual total compensation of its median employee. As permitted by SEC rules, we used the same median employee for Fiscal 2024 that we identified for Fiscal 2022 because there were no significant changes to the global employee population nor significant changes to employee compensation arrangements in Fiscal 2024. The following table shows the ratio of the annual total compensation of our Interim Chief Executive Officer, Mario Longhi, who served in this role through the end of Fiscal 2024, to that of our median employee for Fiscal 2024. In calculating the pay ratio, we did not utilize the “de minimis” exception, statistical sampling or other similar methods, or any cost-of-living adjustment, as permitted by applicable SEC regulations.

  163. CEO Pay Ratio

    | Annual total compensation of our former CEO for Fiscal 2024 | $6,647,803 | | Annual total compensation of our median employee for Fiscal 2024 | $79,008 | | Ratio of annual total compensation of our former CEO to the annual total compensation of our median employee for Fiscal 2024 | 84 to 1 |

  164. CEO Pay Ratio

    Methodology:

  165. CEO Pay Ratio

    | 1. | Because there were no significant changes to our workforce or employee compensation arrangements in Fiscal 2024, the median employee that we used for purposes of calculating CEO pay ratio for Fiscal 2024 is the same median employee that we identified for disclosure in Fiscal 2022. |

  166. CEO Pay Ratio

    | 2. | With respect to the annual total compensation of the “median employee,” we identified and calculated the elements of such employee’s compensation for Fiscal 2024 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K using Target Total Cash Compensation (base salary equivalent and overtime, plus incentive compensation and commissions) as our consistently applied compensation measure. |

  167. CEO Pay Ratio

    | 3. | The annual total compensation for Mr. Longhi in the table above differs from his annual total compensation amount reflected in the Summary Compensation Table because Mr. Longhi was appointed Interim Chief Executive Officer in December 2023. Because Mr. Longhi did not serve as Interim Chief Executive Officer for a full fiscal year, we annualized his annual total compensation for Fiscal 2024, as reported in the Summary Compensation Table, to estimate the compensation that he reasonably would have received if he had served as Interim Chief Executive Officer for all of Fiscal 2024. |

  168. CEO Pay Ratio

    The SEC regulations for identifying the median-paid employee and calculating the CEO pay ratio allow companies to apply various methodologies and assumptions and, as a result, the CEO pay ratio reported above may not be comparable to the CEO pay ratio reported by other companies.

  169. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure 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 Named Executive Officers (“NEOs”) and certain financial performance metrics of the Company using a methodology that has been prescribed by the U.S. Securities and Exchange Commission. The disclosure does not necessarily reflect value actually realized by the NEOs or how the Committee evaluates compensation decisions in light of Company or individual performance. For discussion of how the Committee seeks to align pay with performance when making compensation decisions, please see the Compensation Discussion and Analysis beginning on page 35.

  170. Pay Versus Performance Disclosure

    | | | | | | | | Average | | Value of Initial Fixed $100 | | | | | | Summary | Summary | Summary | | | | Summary | Average | Investment Based on: | | | | | | Compensation | Compensation | Compensation | Compensation | Compensation | Compensation | Compensation | Compensation | | Peer Group | | | | | Table Total | Table Total | Table Total | Actually Paid | Actually Paid | Actually Paid | Table Total | Actually Paid | Total | Total | Net Income | Adjusted | | Fiscal | for Mr. | for Mr. | for Mr. | to Mr. | to Mr. | to Mr. | for non-PEO | to non-PEO | Shareholder | Shareholder | (Loss) | EPS(4) | | Year | Longhi(1) | Perreault(1) | Walsh(1) | Longhi(1)(2) | Perreault(1)(2) | Walsh(1)(2) | NEOs(1) | NEOS (1)(2) | Return | Return(3) | ($Millions) | ($) | | (a) | (b) | (b) | (b) | (c) | (c) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | $6,227,806 | $5,346,550 | n/a | $6,190,474 | $2,452,588 | n/a | $3,026,732 | $2,505,455 | $90.96 | $154.55 | $461 | $3.06 | | 2023 | n/a | $9,960,170 | n/a | n/a | $2,087,247 | n/a | $2,146,817 | $508,745 | $78.44 | $108.98 | $(1,502) | $2.84 | | 2022 | n/a | $6,060,694 | n/a | n/a | $2,096,450 | n/a | $2,036,182 | $526,688 | $105.02 | $117.20 | $1,073 | $2.90 | | 2021 | n/a | $4,107,789 | $6,853,838 | n/a | $5,305,593 | $11,338,149 | $2,326,699 | $3,345,437 | $133.50 | $111.01 | $1,467 | $2.96 |

  171. Pay Versus Performance Disclosure

    | (1) Mr. Longhi became our principal executive officer (“PEO”) on December 12, 2023 and was our PEO for the remainder of Fiscal 2024. Mr. Perreault, our former PEO, served as PEO from June 26, 2021 through December 12, 2023. Mr. Walsh, our former PEO, retired on June 26, 2021. Our non-PEO NEOs included: (a) for Fiscal 2024, Messrs. O’Brien, Beard and Koerwer and Mses. Zagorski and Shea-Ballay; (b) for Fiscal 2023, Messrs. O’Brien, Jastrzebski, Beard and Koerwer and Mses. Zagorski and Gaudiosi; (c) for Fiscal 2022, Messrs. Jastrzebski and Beard and Mses. Zagorski and Gaudiosi; and (d) for Fiscal 2021, Messrs. Jastrzebski, Beard and Gallagher and Mses. Zagorski and Gaudiosi. |

  172. Pay Versus Performance Disclosure

    | (2) The following amounts were deducted from/added to Summary Compensation Table total compensation in accordance with the SEC-mandated adjustments to calculate Compensation Actually Paid (“CAP”) to our PEO and average CAP to our non-PEO named executive officers. The fair value of equity awards was determined using methodologies and assumptions developed in a manner substantively consistent with those used to determine the grant date fair value of such awards. |

  173. Pay Versus Performance Disclosure

    | PEO (M. Longhi) Summary Compensation Table Total to CAP Reconciliation | | | | | | Fiscal Year | 2021 | 2022 | 2023 | 2024 | | Summary Compensation Table Total | n/a | n/a | n/a | $6,227,806 | | Deduct Change in Actuarial Present Value of Pension Plans Reported in Fiscal Year | — | — | — | — | | Add Service Cost of Pension in Fiscal Year | — | — | — | — | | Add Prior Service Cost of Pension in Fiscal Year | — | — | — | — | | Deduct Grant Date Fair Value of Stock Awards Granted in Fiscal Year | — | — | — | (3,039,803) | | Add-Deduct Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year | — | — | — | 2,830,513 | | Add-Deduct Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years | — | — | — | — | | Add-Deduct Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | — | — | — | — | | Add-Deduct Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | — | — | — | — | | Deduct Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | — | — | — | — | | Add Dividends or Other Earnings Paid on Stock Awards in the Fiscal Year Prior to the Vesting Date that are not otherwise included in the Total Compensation for the Fiscal Year | — | — | — | 171,958 | | Compensation Actually Paid | $n/a | $n/a | $n/a | $6,190,474 |

  174. Pay Versus Performance Disclosure

    | Former PEO (R. Perreault) Summary Compensation Table Total to CAP Reconciliation | | | | | | Fiscal Year | 2021 | 2022 | 2023 | 2024 | | Summary Compensation Table Total | $4,107,789 | $6,060,694 | $9,960,170 | $5,346,550 | | Deduct Change in Actuarial Present Value of Pension Plans Reported in Fiscal Year | — | — | — | — | | Add Service Cost of Pension in Fiscal Year | — | — | — | — | | Add Prior Service Cost of Pension in Fiscal Year | — | — | — | — | | Deduct Grant Date Fair Value of Stock Awards Granted in Fiscal Year | (2,522,588) | (4,158,984) | (7,733,691) | — | | Add-Deduct Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year | 2,855,539 | 1,999,801 | 1,454,565 | — | | Add-Deduct Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years | 745,506 | (2,073,984) | (1,912,144) | — | | Add-Deduct Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | — | — | — | — | | Add-Deduct Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | 48,425 | 151,830 | 168,939 | — | | Deduct Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | (4,165) | (13,838) | (36,180) | (2,517,804) | | Add Dividends or Other Earnings Paid on Stock Awards in the Fiscal Year Prior to the Vesting Date that are not otherwise included in the Total Compensation for the Fiscal Year | 75,087 | 130,931 | 185,588 | (376,158) | | Compensation Actually Paid | $5,305,593 | $2,096,450 | $2,087,247 | $2,452,588 |

  175. Pay Versus Performance Disclosure

    | Former PEO (Walsh) Summary Compensation Table Total to CAP Reconciliation | | | | | | Fiscal Year | 2021 | 2022 | 2023 | 2024 | | Summary Compensation Table Total | $6,853,838 | n/a | n/a | n/a | | Deduct Change in Actuarial Present Value of Pension Plans Reported in Fiscal Year | — | — | — | — | | Add Service Cost of Pension in Fiscal Year | 571,123 | — | — | — | | Add Prior Service Cost of Pension in Fiscal Year | — | — | — | — | | Deduct Grant Date Fair Value of Stock Awards Granted in Fiscal Year | (4,000,639) | — | — | — | | Add-Deduct Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year | 5,650,907 | — | — | — | | Add-Deduct Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years | 1,934,202 | — | — | — | | Add-Deduct Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | — | — | — | — | | Add-Deduct Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | 175,908 | — | — | — | | Deduct Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | (18,130) | — | — | — | | Add Dividends or Other Earnings Paid on Stock Awards in the Fiscal Year Prior to the Vesting Date that are not otherwise included in the Total Compensation for the Fiscal Year | 170,940 | — | — | — | | Compensation Actually Paid | $11,338,149 | n/a | n/a | n/a |

  176. Pay Versus Performance Disclosure

    | Average other NEOs Summary Compensation Table Total to CAP Reconciliation | | | | | | Fiscal Year | 2021 | 2022 | 2023 | 2024 | | Average Summary Compensation Table Total | $2,326,699 | $2,036,182 | $2,146,817 | $3,026,732 | | Deduct Change in Actuarial Present Value of Pension Plans Reported in Fiscal Year | (4,416) | — | (112,777) | (324,287) | | Add Service Cost of Pension in Fiscal Year | 40,323 | 48,571 | 24,384 | 26,187 | | Add Prior Service Cost of Pension in Fiscal Year | — | — | — | — | | Deduct Grant Date Fair Value of Stock Awards Granted in Fiscal Year | (946,162) | (996,247) | (1,220,089) | (1,098,440) | | Add-Deduct Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year | 1,336,445 | 479,065 | 170,192 | 833,860 | | Add-Deduct Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years | 458,419 | (1,148,318) | (294,986) | 65,638 | | Add-Deduct Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | — | — | 3,411 | — | | Add-Deduct Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | 93,323 | 76,365 | 48,985 | 8,316 | | Deduct Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | (2,135) | (12,696) | (254,651) | (60,141) | | Add Dividends or Other Earnings Paid on Stock Awards in the Fiscal Year Prior to the Vesting Date that are not otherwise included in the Total Compensation for the Fiscal Year | 42,941 | 43,766 | (2,541) | 27,590 | | Average Compensation Actually Paid for NEOs | $3,345,437 | $526,688 | $508,745 | $2,505,455 |

  177. Pay Versus Performance Disclosure

    | (3) The Peer Group for which Total Shareholder Return is provided in column (g) is the S&P 500 Utilities Index. |

  178. Pay Versus Performance Disclosure

    | (4) Adjusted EPS is a Non-GAAP financial measure. For a discussion of adjustments, please see the “Executive Summary” section of our Compensation Discussion and Analysis (CD&A). |

  179. Pay Versus Performance Disclosure

    The following graphs present the relationship during 2024, 2023, 2022, and 2021 between (1) CAP to (a) each person serving as PEO and (b) our other NEOs on an average basis, and each of (2) (a) the Company’s and Peer Group’s TSR for such years and (b) the Company’s Net Income and Adjusted EPS for such years.

  180. Pay Versus Performance Disclosure

    | RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID & TSR | RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID & NET INCOME |

  181. Pay Versus Performance Disclosure

    | RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID & ADJUSTED EPS | TABULAR LIST OF MOST IMPORTANT PERFORMANCE MEASURES ● Adjusted EPS ● Safety - OSHA recordables ● OpEx reduction ● Excess Free Cash Flow ● Relative TSR |

  182. Pay Versus Performance Disclosure

    | SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS |

  183. Pay Versus Performance Disclosure

    Security Ownership of Directors and Executive Officers The following table shows the number of shares beneficially owned by each Director, by each of the executive officers named in the Summary Compensation Table, and by all Directors and executive officers as a group. The table shows their beneficial ownership as of October 1, 2024. The address for each beneficial owner in the table below is c/o UGI Corporation, P.O. Box 858, Valley Forge, PA 19482. Each person named in the table beneficially owns less than 1.0% of the outstanding common stock. Directors and executive officers as a group own approximately 0.73% of the outstanding common stock. For purposes of reporting total beneficial ownership, shares that may be acquired within 60 days of October 1, 2024 through UGI Corporation stock option exercises are included.