DEF 14A of Chesapeake Utilities Corp, Mar 26, 2024

DEF 14A of Chesapeake Utilities Corp

Filed Mar 26, 2024 · FY20230001628280-24-013004

Open on EDGAR

  1. Nominees for Election

    Nominees for Election Director Nomination Process. The Corporate Governance Committee considers each director candidate in the context of the full Board and seeks to nominate individuals with diverse backgrounds, perspectives, experiences and professional skills that reflect the industry and communities in which the Company operates and who demonstrate integrity, judgment, leadership and decisiveness in their business dealings. The Corporate Governance Committee evaluates, among other things, the ability and potential of each candidate for nomination to contribute to the Company’s success and to support our continued growth, leading financial performance, and focus on long-term shareholder value. Directors should be able to commit the requisite time for preparation and attendance at Board and Committee meetings, as well as be able to participate in other matters necessary to ensure good corporate governance. Additional information on the Corporate Governance Committee’s criteria and evaluation of potential director nominations is provided in the Director Nominations and Eligibility section of this Proxy Statement. Director Nominees. The Board currently consists of ten directors divided into three classes. In accordance with the Company's Bylaws, which provide that no person shall be eligible to serve as a director of the Company after the annual meeting of stockholders following his or her seventy-fifth birthday, Thomas P. Hill, Jr. will not stand for re-election at the Company's 2024 Annual Meeting of Stockholders. Accordingly, on February 20, 2024, the Board confirmed the size of the Board at nine directors to be effective as of the conclusion of the 2024 Annual Meeting of Stockholders. In order to balance the number of directors in each class, the Board has requested that Ms. Gary, who is currently a Class II director, agree to stand for election as a Class I director at the Annual Meeting. Ms. Gary has so agreed, and Ms. Gary will stand for election as a Class I director along with Ms. Bisaccia and Mr. Hudson. If Ms. Gary is elected as a Class I director at the Annual Meeting, Ms. Gary will cease being a Class II director at the time Ms. Gary becomes a Class I director. If Ms. Gary is not elected as a Class I director at the Annual Meeting, Ms. Gary will continue to serve as a Class II director through the remainder of Ms. Gary's term, which expires in 2025, and until Ms. Gary's successor is elected and qualified. Upon the Corporate Governance Committee’s recommendation, the Board nominated the following three incumbent directors: Lisa G. Bisaccia, Stephanie N. Gary, and Dennis S. Hudson, III to serve as Class I directors until the 2027 Annual Meeting of Stockholders and until their successors are elected and qualified. If elected, directors are subject to the Company’s Bylaws, including the current age eligibility requirement. If prior to the election any of the nominees becomes unable or unwilling to serve as a director of the Company, all proxies will be voted for any substitute nominee recommended by the Corporate Governance Committee and designated by the Board. The Company’s Bylaws provide the framework for director nominations and director eligibility for election or re-election as a director of the Company. Director Family Relationships. There are no family relationships among any of our directors, nominees for directors, or executive officers. Director Biographies, Key Attributes, Experience and Skills. Descriptions of the director nominees and continuing directors' principal occupation and employment, principal business, affiliations, and other business experience during the past five years are provided below.

  2. Nominees for Election

    | DIRECTOR NOMINEES - CLASS I - TERMS EXPIRE IN 2027 |

  3. Nominees for Election

    | | LISA G. BISACCIA Ms. Bisaccia retired in 2021 as Executive Vice President and Chief Human Resources Officer of CVS Health. At CVS Health, Ms. Bisaccia focused on employee engagement, organizational culture, talent management and leadership development, integration of large-scale acquisitions, diversity and inclusion, and corporate social responsibility and philanthropy. Ms. Bisaccia is the Chair of the Board of Trustees of Trinity College and serves as a member of its Evaluation & Success Committee, serves on the National Board of Governors for the Boys and Girls Clubs of America and as Chair of its HR and Compensation Committee, and volunteers at the Care New England Health Care System as a member of the Quality Committee of Women and Infants Hospital. Ms. Bisaccia formerly served as a Director of Aramark Corporation and a member of its Nominating and Corporate Governance Committee and Compensation and Human Resources Committee. Ms. Bisaccia previously served as National Chair for Go Red for Women, on the Board of Directors of the Human Resources Policy Association and the American Health Policy Institute, and as Vice Chair of the Center for Executive Compensation. Ms. Bisaccia was recognized in Women in Leadership 2023 published by The Forum of Executive Women and previously in the Worldwide Top 100 Chief Human Resources Officer list published by TopCHRO. | | Director since 2021 Independent Director Age 67 Compensation Committee Chair | | | | Key Attributes and Skills: •Extensive expertise in compensation, benefits, and human capital management practices •Leader in organizational diversity and inclusion and corporate social responsibility and philanthropy •Strategic and operations leadership in a regulated industry |

  4. Nominees for Election

    | | STEPHANIE N. GARY Ms. Gary was appointed Chief Financial Officer in 2022 and continues to serve as Vice President of Finance at TidalHealth (June 2021-present), a Maryland-based health system of hospitals and specialty offices. Ms. Gary leads the finance functions at TidalHealth, including accounting and financial reporting, strategic financial planning and analysis, budgeting, forecasting and decision support. Prior to TidalHealth, Ms. Gary held management positions at Methodist Health System (2016-2021) and The University of Texas Southwestern Medical Center (2012-2016), where Ms. Gary managed operating and capital budgets, strategic planning, and the finance and business operations. Ms. Gary is a Certified Public Accountant and Fellow of The American College of Healthcare Executives. Ms. Gary currently serves on the advisory board for the University of Maryland Eastern Shore and formerly served on the Board of Duncanville and Cedar Hill Chambers of Commerce in Texas. Ms. Gary also previously served as Treasurer of a non-profit organization that provides community programs and services to residents in the Dallas County area. Ms. Gary was recognized in Women in Leadership 2023 published by The Forum of Executive Women. | | Director since 2022 Independent Director Age 47 Audit Committee Member and Financial Expert | | | | Key Attributes and Skills: •Extensive oversight of the finance functions, including strategic financial planning and analysis, forecasting and decision support •In-depth knowledge of markets throughout the Delmarva Peninsula •Financial expertise, leadership and oversight in a regulated industry |

  5. Nominees for Election

    | | DENNIS S. HUDSON, III Mr. Hudson served as the Executive Chairman of the Board of Seacoast Banking Corporation of Florida (“Seacoast”) and Seacoast National Bank (“Seacoast Bank”) from January 2021 until February 2022. Mr. Hudson served as Chairman of the Board of Seacoast (2005-2020) and continues to serve as a member of the Board (since 1984). Mr. Hudson served as Chief Executive Officer of Seacoast (1998-2020) and Seacoast Bank (1992-2020), was the President and Chief Operating Officer of these entities, and held various other managerial positions. Mr. Hudson served as a Director and member of the Audit Committee of Florida Public Utilities Company prior to its acquisition by Chesapeake Utilities. Mr. Hudson serves on the Boards of Visiting Nurses Association of Florida, and the Community Foundation of Palm Beach and Martin Counties where Mr. Hudson also serves as Treasurer. Mr. Hudson is a general partner of Sherwood Partners, Ltd., a family partnership. Mr. Hudson previously served as an independent Trustee, member of the Audit Committee, and Chair of the Nominating Committee of Penn Capital Funds, a member of the Boards of Martin Health System, Helping People Succeed, and United Way of Martin County, Chair of the Economic Council of Martin County, and a member of the Miami Board of Directors of the Federal Reserve Bank of Atlanta. | | Director since 2009 Independent Director Age 68 Corporate Governance Committee Chair Audit Committee Member and Financial Expert | | | | Key Attributes and Skills: •Extensive public company, leadership, and banking experience •In-depth knowledge of the Florida markets •Financial and Audit Committee expertise |

  6. CONTINUING DIRECTORS - CLASS II - TERMS EXPIRE IN 2025

    CONTINUING DIRECTORS - CLASS II - TERMS EXPIRE IN 2025

  7. CONTINUING DIRECTORS - CLASS II - TERMS EXPIRE IN 2025

    | | JEFFRY M. HOUSEHOLDER Mr. Householder was appointed as President and Chief Executive Officer of Chesapeake Utilities Corporation effective January 1, 2019, and as Chair of the Board effective May 3, 2023. Mr. Householder previously served as President of Florida Public Utilities Company from 2010-2018. In 2023, under Mr. Householder’s leadership, Chesapeake Utilities Corporation successfully completed the acquisition of Florida City Gas, the largest acquisition in the Company’s history, including more than doubling our customer base and natural gas infrastructure in the State of Florida. Mr. Householder has more than 40 years of experience in the energy industry and has served in leadership positions with TECO Energy Peoples Gas, West Florida Gas Company, Florida City Gas, and Tallahassee Utilities. Mr. Householder is a member and also serves on the Boards of the American Gas Association, the Edison Electric Institute, and the Southern Gas Association. Mr. Householder is a member of the Delaware Business Roundtable and serves on its Executive Committee, which focuses on the business and economic climate of Delaware. | | Director since 2019 Chair of the Board, President and CEO, Chesapeake Utilities Corporation Age 66 | | | | Key Attributes and Skills: •Extensive natural gas industry and regulatory experience •Proven leadership capabilities and strategic foresight •Knowledge and insight of the business and economic climates in our service territories |

  8. CONTINUING DIRECTORS - CLASS II - TERMS EXPIRE IN 2025

    | | LILA A. JABER Ms. Jaber is Owner and President of Jaber Group Inc. where Ms. Jaber focuses and consults on business, regulatory, and economic development issues. Ms. Jaber is a managing member of Maclay Investments, L.L.C. With 30 years of expertise, Ms. Jaber retired in 2019 from Gunster Yoakley & Stewart as Regional Managing Shareholder and leader of a statewide regulatory and legislative government affairs practice. Ms. Jaber served two terms as both Commissioner and Chair of the Florida Public Service Commission (1995-2005) overseeing the state’s economic regulatory policy and procedures for the energy, natural gas, water, and telecommunications industries. Ms. Jaber is the architect of Florida’s Women in Energy Leadership Forum and The Leadership Academy for Women in Energy and Water. Since 2020, Ms. Jaber has served on the Board of Corix Group of Companies, a privately held corporation, and serves as a member of its HR Committee. Ms. Jaber was recognized in Women in Leadership 2023 published by The Forum of Executive Women, and in 2023 by the Florida Trend as one of Florida’s Most Influential Leaders (Energy). Ms. Jaber serves as a trustee of Stetson University and Chair of its Committee on Trusteeship. Ms. Jaber previously served as Chair of General Counsel of Leadership Florida, an Advisory Board member and Vice-Chair of Florida Civic Advance, Vice-Chair and founding member of the Big Bend Minority Chamber of Commerce, and inaugural chair of the City of Tallahassee’s Independent Ethics Board. | | Director since 2020 Independent Director Age 57 Corporate Governance Committee Member Investment Committee Member | | | | Key Attributes and Skills: •Extensive experience in strategy, ethics, and government affairs, with active and recognized support of diversity and inclusion, including as founder of Florida's Women in Energy Leadership Forum •In-depth knowledge of the Florida markets •In-depth knowledge of the energy industry and regulatory policy, including recognition as one of Florida Trend's 500 Influential Leaders in Florida (Energy) |

  9. CONTINUING DIRECTORS - CLASS II - TERMS EXPIRE IN 2025

    | | PAUL L. MADDOCK, JR. Mr. Maddock is the Chief Executive Officer and Manager of Palamad, LLC, a real estate holding company located in Palm Beach, Broward, and Dade counties. Mr. Maddock is a member of the Board, Corporate Governance, and Executive Committees of W.C. & A.N. Miller Company, a real estate company in Washington, D.C. Mr. Maddock served as a Director and member of the Audit, Compensation and Executive Committees of Florida Public Utilities Company prior to its acquisition by Chesapeake Utilities. Mr. Maddock previously served as Director, Audit Committee Chair, and Executive Committee member of Lydian Bank and Trust, as well as a member of the Boards of PRB Energy, Inc., Wachovia Bank of Florida, 1st United Bank and Trust, and Island National Bank and Trust. Mr. Maddock is the President of THRIFT, Inc., a Palm Beach charitable organization, Member and Director of The Everglades Club, and Director of The Brown University Sports Foundation. Mr. Maddock is a former Director of the Good Samaritan Hospital. | | Director since 2009 Independent Director Age 74 Compensation Committee Member Corporate Governance Committee Member | | | | Key Attributes and Skills: •Extensive public company board and utility experience, including bank board experience •Expertise in a broad range of real estate matters •In-depth knowledge of the Florida markets |

  10. CONTINUING DIRECTORS - CLASS II - TERMS EXPIRE IN 2025

    | CONTINUING DIRECTORS - CLASS III - TERMS EXPIRE IN 2026 |

  11. CONTINUING DIRECTORS - CLASS II - TERMS EXPIRE IN 2025

    | | THOMAS J. BRESNAN Mr. Bresnan was appointed as the independent Lead Director of the Board of Chesapeake Utilities Corporation effective May 3, 2023. Mr. Bresnan, an entrepreneur and former public company executive, retired in 2023 as Chief Executive Officer and President of Denver Accounting Services, which Mr. Bresnan owned since 2014. Mr. Bresnan also owned Bresnan Enterprises, Inc. prior to its dissolution in 2023 and served as President of the Career School of the Rockies from 2012 to 2020. Mr. Bresnan served as President of Global LT, a language and cross-cultural training company, from 2017 until 2019 and has served as a member of its Board since 2014. From 2008-2012, Mr. Bresnan served as a majority stockholder, President and Chief Executive Officer of Schneider Sales Management, LLC. Mr. Bresnan previously served as a member of the Board, and President and Chief Executive Officer of New Horizons Worldwide, Inc., a publicly traded information technology training company. Mr. Bresnan also served as President of Capitol American Life Insurance, Chief Financial Officer at Capitol American Finance, and held positions at Arthur Andersen & Co. | | Director since 2001 Independent Lead Director Age 71 Audit Committee Chair and Financial Expert Investment Committee Member | | | | Key Attributes and Skills: •Extensive public company, leadership, technology, sales and marketing experience •In-depth experience in acquisitions and the post integration process •Financial, Accounting and Audit Committee expertise |

  12. CONTINUING DIRECTORS - CLASS II - TERMS EXPIRE IN 2025

    | | RONALD G. FORSYTHE, JR. Dr. Forsythe has served as Chief Executive Officer of Qlarant Corporation, and its predecessor company Quality Health Strategies Corporation, since 2015. Dr. Forsythe served as President of Quality Health Strategies (2015-2018) and as its Chief Operating Officer (2012-2015). Dr. Forsythe previously served as Chief Information Officer and Vice President of Technology and Commercialization at the University of Maryland Eastern Shore, and as an IT consultant for a large water and wastewater utility. Dr. Forsythe formerly served as a member of the Regional Advisory Board of a predecessor company of Truist Financial, Board of the Peninsula Regional Medical Center Foundation, and on the Higher Education Advisory Boards for Sprint Corporation and Gateway Computers. Dr. Forsythe also previously served as a member of Quality Health Foundation and Horizons® at the Salisbury School. Dr. Forsythe is a NACD Board Leadership Fellow and was formerly recognized by Savoy Magazine as one of the Most Influential Black Corporate Directors. | | Director since 2014 Independent Director Age 55 Audit Committee Member and Financial Expert Compensation Committee Member | | | | Key Attributes and Skills: •Extensive experience in leadership, technology including cybersecurity, organizational positioning, and energy •In-depth knowledge of markets throughout the Delmarva Peninsula •Financial and Audit Committee expertise |

  13. CONTINUING DIRECTORS - CLASS II - TERMS EXPIRE IN 2025

    | | SHEREE M. PETRONE Ms. Petrone served as Executive Vice President and head of the retail electricity business of Dynegy Inc., a major national power company, until her retirement in 2018. Prior to Dynegy, Ms. Petrone served as vice president of commercial and retail divisions at Exelon and in financial roles at PECO, an Exelon company. Ms. Petrone also previously served in management positions at Trigen Energy and Westinghouse. Ms. Petrone currently serves as President of Atwater Advisory where Ms. Petrone focuses on strategic growth strategies and value creation. Ms. Petrone has deep experience across the entire value chain, including management, business development and customer service in competitive power generation markets and regulated transmission and distribution businesses. Ms. Petrone is an executive mentor at the University of Delaware’s Alfred Lerner College of Business & Economics. Ms. Petrone serves as a Trustee of Magee Rehabilitation Hospital Foundation and past Chair of its Strategic Planning Committee. Ms. Petrone is a member of The Forum of Executive Women and was recognized in its Women in Leadership 2023 publication. Ms. Petrone is also a member of the Women’s Council on Energy and the Environment in Washington, D.C., and Alliance Française de Philadelphie where Ms. Petrone also serves as Treasurer. | | Director since 2022 Independent Director Age 67 Compensation Committee Member Investment Committee Member | | | | Key Attributes and Skills: •Strategic and operations leadership with extensive experience in the energy industry, from power generation to the customer experience •Expertise in finance, customer service, and business development integration •In-depth knowledge of the Pennsylvania energy markets |

  14. CONTINUING DIRECTORS - CLASS II - TERMS EXPIRE IN 2025

    | Proposal | NON-BINDING ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS | | 2 | The Board recommends that stockholders vote FOR the approval of the compensation of the Company's NEOs. |

  15. Board of Directors

    Board of Directors Board Oversight. The Board is elected by the Company's stockholders to oversee the direction and strategy of the business and to ensure that the Company continues to operate in the best interests of all stakeholders. As fiduciaries, Board members are committed to overseeing the sustainability of the Company, its safety and operational compliance practices, and the promotion of equity, diversity and inclusion that reflects the diverse communities we serve. The Board and its Committees monitor corporate performance, the integrity of financial controls, and the effectiveness of our compliance and enterprise risk management programs, including cybersecurity. The Board also oversees plans for the succession of key executives and is integrally involved in the strategic planning and capital budget processes, as well as establishing key financial and operational metrics. This year-round oversight process is facilitated through the diversity of our Board's broad range of personal and professional skills, experiences, backgrounds, perspectives, and expertise in cybersecurity, risk mitigation, leadership, corporate governance, board service, energy, economics, finance, public affairs, academia, and entrepreneurism. Several current Board members have served as chief executive officers or in other C-suite roles at various organizations and bring skillful business acumen to the boardroom. Collectively, the incumbent Board has a vast amount of diverse experience and established personal and professional relationships in the communities we serve. Directors may not serve on more than two other public company boards in accordance with our Corporate Governance Guidelines. Board Leadership. Currently, our Board is comprised entirely of directors who are independent within the meaning of the NYSE’s Listing Standards and the Company’s director independence standards, other than Jeffry M. Householder who is our Chair of the Board, President and Chief Executive Officer. The Board’s Audit Committee, Compensation Committee, Corporate Governance Committee, and Investment Committee are all comprised solely of independent directors. The Board is led by the Chair, who is elected annually by the Board at the first Board meeting following our annual meeting of stockholders. In the event the Board determines that the appropriate leadership structure combines the Chair and CEO roles, the Board shall elect an independent Lead Director from among the independent directors. The Chair and the Lead Director perform the duties and responsibilities detailed in our Bylaws and Corporate Governance Guidelines and otherwise as prescribed by the Board. The annual elections of the Chair and Lead Director give the Board greater flexibility to not only determine its leaders, but also the most appropriate Board leadership structure that aligns with the specific characteristics and circumstances of the Company and the Board, enabling the Board to function and conduct its business most effectively. The Board may consider, among other things, the Company's business operations, long-range strategic planning process, oversight needs, functions and responsibilities of the Board specific to the Company, and the composition of the Board in evaluating and determining the appropriate Board leadership structure. The Chair determines, in consultation with the Lead Director, the agenda for each Board meeting, including risk matters and risk oversight matters as identified by the Chair for consideration by the Board. In addition, each director may suggest items for inclusion on the agenda. The Chair presides over Board and stockholder meetings. In the absence of the Chair, the Lead Director shall preside. The Chair, in consultation with the Lead Director, facilitates communications among Board members and communications between the Board and Management outside of Board meetings, is actively engaged in Board design, refreshment, and succession processes, and may engage with Management or the Audit Committee Chair on any risk-related matters. Additionally, the Lead Director may meet and communicate with the Company’s stockholders and other stakeholders as requested by the Chair. Under the current Board leadership structure, the Chair and the Chief Executive Officer positions are held by a single individual. Of particular importance to the Board’s evaluation of the current leadership structure is the strong leadership and deep qualifications, expertise, and industry and operational experience of the Board’s current Chair, Jeffry M. Householder. Mr. Householder was appointed as President and Chief Executive Officer of Chesapeake Utilities Corporation effective January 1, 2019, and as Chair of the Board effective May 3, 2023. Prior to his appointment as Chesapeake Utilities' President and Chief Executive Officer, Mr. Householder had served as President of Chesapeake Utilities’ subsidiary, Florida Public Utilities Company since 2010. Mr. Householder has more than 40 years of energy industry experience, extensive knowledge of the Company and its energy delivery businesses, and an understanding of the Delmarva Peninsula and Florida markets where we serve customers. The Board believes that Mr. Householder’s extensive operational experience with the Company and strong leadership skills are advantages that have enhanced the Board’s function and performance. Thomas J. Bresnan was appointed as the independent Lead Director of the Board of Chesapeake Utilities Corporation also effective May 3, 2023. Mr. Bresnan has served as the Chair of the Audit Committee since 2004 and currently serves as a member of the Investment Committee. The Board considered, among other items, Mr. Bresnan’s extensive leadership experience and in-depth knowledge of the Company and its businesses, as well as Mr. Bresnan’s more than twenty-two years of service on the Board and to the Company’s stockholders. Mr. Bresnan, an entrepreneur and former public company executive, retired in 2023 as Chief Executive Officer and President of Denver Accounting Services. Annually, the Board will evaluate the suitability of its current Board leadership structure and possible alternative structures, including having the Chair and the Chief Executive Officer positions held by two separate individuals. Management routinely interacts with stockholders on a variety of matters and may, as part of such outreach efforts, seek input regarding governance matters, including the Board’s leadership structure. The Board believes in strong independent governance of the Company.

  16. Board of Directors

    Board Culture. The Board has a strong boardroom culture that enables directors to express their opinions openly in the boardroom and engage in candid dialogue. Directors are strongly encouraged to attend the Board and Committee meetings, as well as the annual meeting of stockholders. All of the then-serving directors attended the 2023 Virtual Annual Meeting of Stockholders. Each incumbent director actively participated in 75% or more of Board and their respective Committee meetings held in 2023. The Board held seven virtual or in-person meetings during 2023. Throughout 2023, individuals from across the organization attended several meetings of the Board and its Committees enabling the Board to enhance its connections with employees. Safety remains at the forefront of our Company and, at its meetings in 2023, the Board received safety messages from management on best practices that promote the safety and well-being of each other and our communities. For more than 165 years, the Company has promoted a culture of equity, diversity and inclusion. At its meetings in 2023, the Board received updates on our aspiring and caring culture, including on diversity and inclusion and the many ongoing initiatives across the Company. Each independent director has access to our Chief Executive Officer and other members of the management team and may request agenda topics to be discussed in more detail at meetings of the full Board or one of its Committees. Director Independence. The independent directors bring expertise, objectivity and diverse perspectives to the Board. The NYSE Listing Standards governing independence require that a majority of the members of the Board be independent. Our Corporate Governance Guidelines are available on our website at www.chpk.com/Corporate Responsibility/Corporate Governance/Corporate Governance Guidelines. In accordance with our Corporate Governance Guidelines, on February 20, 2024, the Board conducted its annual review of director independence. During this review, the Board examined all direct and indirect transactions or relationships between the Company or any of its subsidiaries and each director and any immediate family member of the director and determined that no material relationships between any of the directors or their immediate family members and the Company existed during 2023, except with respect to Mr. Householder related to his service as our President and Chief Executive Officer. On the basis of this review, the Board also determined that nine of the ten directors (or 90%) serving as of February 20, 2024 are independent. Each of the following directors qualifies as an independent director as defined by the NYSE Listing Standards and in accordance with the Company's Corporate Governance Guidelines: Lisa G. Bisaccia, Thomas J. Bresnan, Ronald G. Forsythe, Jr., Stephanie N. Gary, Thomas P. Hill, Jr., Dennis S. Hudson, III, Lila A. Jaber, Paul L. Maddock, Jr., and Sheree M. Petrone. Mr. Householder, our President and Chief Executive Officer, is the only non-independent director. Board Declassification. Currently, the directors serving on the Board are divided into three classes, Class I, Class II, and Class III, with directors in each class elected to serve three-year terms. The Board has determined that it will pursue declassification of the Board. As a result, the Board intends to present a proposal for stockholder approval at the Company's 2025 Annual Meeting of Stockholders, amending the Company's Certificate of Incorporation to provide for a phased-in declassification of the Board and transition to annual elections of the full Board.

  17. Board of Directors

    Board of Directors The Board is responsible for oversight of the Company's risk management activities, working closely with its standing Committees and the management team. Each standing Committee reports its discussions to the Board for consideration. As part of our enterprise risk management program, short and long-term risks are identified through top-down and bottom-up approaches and strategic plan assessments that depict potential market, operational, strategic, legal, regulatory, political, environmental, social, safety, compliance, and financial risks that could affect our operations, financial performance and/or strategic plan. In addition, the Board considers material risks that may cause a disruption to our businesses due to natural disasters, public health crises, and other circumstances severely interrupting business operations. The Board continuously reviews and monitors risk and receives an update on our Risk Scorecard at each regularly scheduled meeting, including the Company's risk profile and environment, risk trends, newly identified risks, and comparative information. More specifically, the Risk Scorecard provides a description of the risk, risk level, risk universe, and area of risk (e.g., operations, compliance, strategic, or financial). The Board also receives interim updates between meetings, and annual updates on the Company’s enterprise risk management program and the Company’s perspectives on the top risks. In 2022, the Board appointed the Company’s first Assistant Vice President of Risk Management, a seasoned auditing professional with experience in risk management and control strategies and who previously served as our Director of Internal Audit. This position is responsible for appropriately managing and promptly responding to evolving risk across the enterprise and reports directly to our General Counsel and Chief Policy and Risk Officer. The enterprise risk management team works closely with various organizational functions. They focus on processes such as risk identification, incident evaluation, implementation and monitoring of mitigation plans, and continuous improvement and training, which are necessary components of successfully managing risk. For example, our enterprise wide safety data management system is designed to facilitate capturing safety data across our operations. This data enhances our efforts in addressing specific risks related to safety. The Company’s risk management process enables efficient and effective identification of emerging operational and market risks, assesses any impact on our operations, and continuously enhances our capabilities across the organization. This comprehensive risk management oversight enables the Board to prioritize and timely apply the appropriate oversight standard based on the level of risk, including its probability, impact, speed and market impact. The Board and its standing Committees, as applicable, regularly consult with external legal counsel, outside advisors and experts regarding certain identified risks, including, but not limited to, safety, cybersecurity, supply chain, public health crises, epidemics, pandemics, and market risk, as well as anticipated future threats and risk trends. The “Risk Factors” section of our 2023 Annual Report on Form 10-K provides additional information regarding certain potential risks. After assessing our risks, internal processes, practices and controls are established to continually monitor and mitigate such risks. We recognize that purposeful and appropriate risk-taking is essential for execution of our strategic plan, for our overall continued growth, and for execution of initiatives that have the potential to generate value to our stockholders.

  18. Director Compensation

    Director Compensation The Compensation Committee reviews director compensation annually to ensure the appropriate compensation arrangements are in place for non-employee directors. The Committee subsequently reports its findings and any recommendations to the Board. The Board approves all director compensation arrangements. A director who is also an employee of the Company receives no additional compensation for service as a director.

  19. Non-Employee Director Compensation

    Non-Employee Director Compensation Each non-employee director receives cash and equity compensation for serving on the Board. In May 2023, the Board reviewed non-employee director compensation and determined that changes to the non-employee director compensation were appropriate. The amounts approved by the Board are reflected in the table below. Directors may not elect to receive either their cash compensation in stock or their stock compensation in cash. Directors are reimbursed for business expenses incurred in connection with attending meetings and performing other Board-related services, including external director education.

  20. Non-Employee Director Compensation

    | | 2023 Annual Meeting until the 2024 Annual Meeting | | 2022 Annual Meeting until the 2023 Annual Meeting | | | Board Retainers - Cash(1) | | | | | | Board Member | $ | 80,000 | $ | 80,000 | | Non-employee Chair | $ | 90,000 | $ | 90,000 | | Non-employee Lead Director | $ | 25,000 | $ | — | | Board Retainers - Equity(2) | | | | | | Board Member | $ | 95,000 | $ | 85,000 | | Committee Retainers - Cash(3) | | | | | | Committee Member | $ | 6,000 | $ | 6,000 | | Audit Committee Chair | $ | 16,000 | $ | 16,000 | | Compensation Committee Chair | $ | 14,000 | $ | 14,000 | | Corporate Governance Committee Chair | $ | 14,000 | $ | 14,000 | | Investment Committee Chair | $ | 10,000 | $ | — |

  21. Non-Employee Director Compensation

    1No additional compensation is received for attendance at a Board meeting. The former non-employee Chair of the Board received a cash retainer of $90,000 that was in addition to the Board Member retainer. Mr. Householder, our President and Chief Executive Officer, serves as Chair of the Board and as an employee receives no additional compensation. 2Fractional shares are rounded down to the nearest whole number. Fractional shares are paid in cash. 3In addition to Board retainers, Committee members receive a retainer fee for each committee on which they serve. No additional compensation is received for attendance at a Committee meeting. The Chair of each committee also receives a Chair retainer for service in such capacity.

  22. 2023 Director Compensation

    2023 Director Compensation The following table reflects compensation earned or paid to non-employee directors in 2023 for services on the Board from the 2023 Annual Meeting of Stockholders until the 2024 Annual Meeting of Stockholders:

  23. 2023 Director Compensation

    | 2023 DIRECTOR COMPENSATION | | | | | | Director Name(1) | Fees Earned or Paid in Cash(2) | | Stock Awards(3) | Total(4) | | Lisa G. Bisaccia(5) | $ | 100,048 | $94,952 | $195,000 | | Thomas J. Bresnan | $ | 133,048 | $94,952 | $228,000 | | Ronald G. Forsythe, Jr. | $ | 92,048 | $94,952 | $187,000 | | Stephanie N. Gary | $ | 86,048 | $94,952 | $181,000 | | Thomas P. Hill, Jr.(5) | $ | 102,048 | $94,952 | $197,000 | | Dennis S. Hudson, III | $ | 106,048 | $94,952 | $201,000 | | Lila A. Jaber | $ | 92,048 | $94,952 | $187,000 | | Paul L. Maddock, Jr. | $ | 92,048 | $94,952 | $187,000 | | Sheree M. Petrone | $ | 92,048 | $94,952 | $187,000 |

  24. 2023 Director Compensation

    1Jeffry M. Householder was appointed to serve as a director and our President and Chief Executive Officer effective January 1, 2019, and as Chair of the Board effective May 3, 2023. Mr. Householder does not receive compensation for his services as a director or as Chair of the Board. 2The Fees Earned or Paid in Cash column reflects Board and Committee retainers paid in May 2023, including fractional shares paid in cash. 3Non-employee directors are eligible to received equity awards under the Company's 2023 Stock and Incentive Compensation Plan approved by the Company's stockholders in 2023. The Stock Awards column reflects the grant date fair value of the award on May 3, 2023 of $94,952 (765 shares of common stock based upon a price per share of $124.12, the closing price on May 3, 2023). The stock awards and all prior stock awards are fully vested in that they are not subject to forfeiture. 4There is no compensation that needs to be included in the Option Awards, Non-equity Incentive Plan Compensation, or Change in Pension Value and Non-Qualified Deferred Compensation Earnings or All Other Compensation columns. Dividends on deferred stock units in the NQDC Plan (which are settled on a one-for-one basis in shares of common stock) are the same as dividends paid on the Company’s outstanding shares of common stock. Additionally, cash retainer compensation deferred under the NQDC Plan has investment crediting options that are the same as investment options available to all employees under the Company's Retirement Savings Plan. As a result, the directors participating in the NQDC Plan do not receive preferential earnings on their investments. Directors located in our service territories may purchase propane at the same discounted rate that we offer to our employees. In 2023, no director set forth in the 2023 Director Compensation table received propane at the discounted rate. 5The following directors deferred their annual stock retainer as follows: Bisaccia - $94,952 and Hill - $94,952. The following directors also deferred their annual Board and Committee cash retainers and cash in lieu of fractional shares as follows: Bisaccia - $100,048 and Hill - $102,048. All deferrals were made in accordance with the terms of the NQDC Plan.

  25. AVERAGE ANNUALIZED AND TOTAL SHAREHOLDER RETURN

    AVERAGE ANNUALIZED AND TOTAL SHAREHOLDER RETURN The combination of dividends and stock price performance produced an average annualized shareholder return for the past 5, 10 and 20-year periods ended December 31, 2023 that ranged from approximately 7% to 13%. The following charts reflect Chesapeake Utilities' total shareholder return as compared to the median and 75th percentile of our performance peer group. The performance peer group is comprised of the following companies: Atmos Energy Corporation, Black Hills Corporation, New Jersey Resources Corporation, NiSource Inc., Northwest Natural Holding Co., Northwestern Corporation, ONE Gas, Inc., RGC Resources, Inc., Spire Inc., and Unitil Corporation.

  26. Executive Compensation Program

    | TOTAL DIRECT COMPENSATION FOR THE NEOs | | | | Base Salary | Short-Term Cash Incentive Award | Long-Term Equity Incentive Award | | Fixed Compensation | At-risk compensation with a 1-year performance period | At-risk compensation with a 3-year performance period | | See page 34 for additional information. | See page 34 for additional information. | See page 35 for additional information. |

  27. Determination of Compensation

    Determination of Compensation Role of the Compensation Committee. The Compensation Committee is solely responsible for the oversight and administration of our executive compensation program. The Committee designs, recommends to the Board for adoption as appropriate, and administers the policies and practices related to executive compensation. The Committee, to the extent that it deems appropriate (and, in the case of any of the Company's employee benefit plans, to the extent permitted by the plan), may delegate the day-to-day administration of matters under its authority to employees of the Company, or a subcommittee, subject in all cases to the Committee's oversight responsibility. The Compensation Committee believes that the most effective compensation program is one that is designed to ensure that total compensation is fair, reasonable and competitive. The primary objectives in creating an effective compensation program are to: •Develop an appropriate mix of compensation to enhance performance that aligns the financial interests of the executive officers with the interests of our stockholders; •Structure the program to attract high-quality executive talent that will incentivize performance that focuses on achieving our short and long-term goals; and •Contribute to effective development of talent through internal processes such as performance evaluations, succession planning, and leadership development. The Compensation Committee annually reviews the executive compensation program to align (i) the program with the Company's objectives; (ii) the components of each element of compensation to arrive at a proper overall compensation level; and (iii) the compensation with that earned by executive officers in comparable positions at peer companies. Role of Management. The Chief Executive Officer participates in establishing the compensation targets and payout levels for the other NEOs. The Chief Executive Officer assesses the performance for the NEOs and recommends to the Compensation Committee the overall levels of achievement and the extent to which performance targets were attained. Upon request, supplemental materials are provided by management to the Compensation Committee to assist in making its determinations in regards to the overall levels of achievement. The Chief Executive Officer is not involved in any part of the setting of any component of his compensation. The Chief Executive Officer and other members of senior management attend Compensation Committee meetings only at the invitation of the Compensation Committee or the Chief Executive Officer. Role of Independent Compensation Consultant. The Compensation Committee engaged FW Cook as its independent compensation consultant to assist in reviewing and assessing the competitiveness of the Company's executive compensation program. FW Cook advises the Compensation Committee on executive compensation and non-employee director compensation matters. FW Cook does not provide any other services to the Company. Accounting and Tax Considerations. The Company’s 2023 executive compensation program is similar to the program the Compensation Committee established in prior years. We refer you to our discussion in the Compensation Discussion and Analysis section of this Proxy Statement for further information regarding our executive compensation program design, including performance-based compensation. Prior to establishing the executive compensation program for the ensuing year, consideration is given to the accounting and tax treatment of certain forms of compensation. Effective January 1, 2019, the United States Tax Cuts and Jobs Act provided that all remuneration in excess of $1 million in a single year, including most performance-based compensation payable to the Chief Executive Officer, Chief Financial Officer or to any one of the Company’s three most highly compensated executive officers is not deductible for federal income tax purposes. Companies in Our Peer Group. In January 2023, FW Cook prepared a market analysis that compared our compensation practices for base salary, target cash compensation, and target total direct compensation against those in an energy industry survey group. FW Cook also compared our compensation practices to the following gas, electric and diversified utilities (collectively, our "Compensation Peer Group"): MGE Energy, Inc., Northwest Natural Holding Co., South Jersey Industries, Inc., Spire Inc., Suburban Propane Partners, LP, and Unitil Corporation. The Compensation Committee reviewed and discussed the market analysis with FW Cook. The market analysis reflected that target total direct compensation for the NEOs was, in aggregate, within a competitive range of the market median (within +/-15%) for the survey data. Our short-term and long-term incentive programs include financial metrics that are benchmarked against peer companies. The performance peer group established by the Compensation Committee relating to our long-term incentive program for the 2023-2025 performance period is comprised of the following companies which are similar to ours in terms of business operations: Atmos Energy Corporation, Black Hills Corporation, New Jersey Resources Corporation, NiSource Inc., Northwest Natural Holding Co., Northwestern Corporation, ONE Gas, Inc., RGC Resources, Inc., Spire Inc., and Unitil Corporation. Say-on-Pay. The Compensation Committee will consider advisory stockholder votes in the future when determining executive compensation. The Board adopted annual say-on-pay advisory votes as supported by our stockholders.

  28. Compensation Practices

    Compensation Practices Process and Controls. We have controls in place that discourage unnecessary risk-taking. The NEOs simultaneously participate in the 2015 Cash Plan and the 2023 SICP, which provides multiple performance criteria at any given time. The Compensation Committee has discretion and the ability to adjust awards based on an NEO's individual performance. Several other features of the cash incentive award process further mitigate risk-taking and exposure, including the following: (i) financial results for the respective award period are reviewed by the Audit Committee prior to the issuance of any cash incentive award; (ii) the target for the cash incentive award is set at an amount that approximates the median cash incentive award of an industry peer group; and (iii) each cash incentive award features a cap (a maximum of 200% of the target) on the maximum amount that can be earned for any performance period, as well as an absolute dollar limit set under the terms of the 2015 Cash Plan. The equity incentive awards compensate NEOs for improving stockholder value by achieving growth in TSR as well as growth in earnings, while investing for future long-term earnings growth. The Compensation Committee believes that these awards do not encourage unnecessary risk-taking since part of the ultimate value of the award is tied to the Company’s stock price and awards are staggered and cover a multi-year performance period. Additionally, several other features of the equity incentive award process further minimize potential risk: (i) financial results for the respective award year are reviewed by the Audit Committee prior to the issuance of any equity incentive award; (ii) all three performance metrics over the relevant performance periods are benchmarked against the same measures for a peer group of natural gas distribution companies, and the average ROE performance component is compared to predetermined ROE thresholds that are established by the Compensation Committee; and (iii) each equity incentive award features a cap (a maximum of 200% of the target) on the maximum amount that can be earned in any year. The Compensation Committee believes that the 2015 Cash Plan and the 2023 SICP appropriately balance risk and the desire to focus on areas considered critical to the short-term and long-term growth and success of the Company. The Compensation Committee has adopted additional practices to ensure diligent and prudent decision-making and review processes. The practices that are in place to manage and control risk include: • Cash incentive and equity incentive awards include performance components that are tied to the Company's strategic plan and capital budget, which are reviewed and approved by the Board; • During its goal-setting process, the Compensation Committee considers prior years' performance relative to future expected performance to assess the reasonableness of the goals; • The 2015 Cash Plan and the 2023 SICP include both performance and profitability measures, thus balancing growth with value creation; • The Compensation Committee retains discretion in administering all awards and performance goals, and in determining performance achievement; • Each NEO is subject to stock ownership guidelines commensurate with their position that requires attaining and maintaining a specific stock ownership threshold, which stock, together with the NEO's equity awards, could lose significant value over time if the Company were exposed to inappropriate or unnecessary risks that could affect the Company's stock price; and • A compensation recovery policy is in place that requires the repayment by a named executive officer if an incentive award was calculated based upon the achievement of certain financial results or other performance metrics that, in either case, were subsequently found to be materially inaccurate for any reason. In January 2023, FW Cook provided the Compensation Committee with a market analysis that compared the Company’s executive compensation with market data for the Company’s peer group, as well as with energy industry survey data. The peer companies used for the comparison data are described under the Companies in Our Peer Group section in this Proxy Statement. Target total direct compensation for the NEOs was, in aggregate, within a competitive range of the market median (within +/-15%) for the survey data. The Company reviewed its compensation programs applicable to all employees in conjunction with the risks that were identified and included in the Company's Annual Report on Form 10-K and determined that these programs do not create risk that could result in a material adverse effect on the Company. Stock Ownership and Retention Guidelines. The Corporate Governance Committee is responsible for the development, oversight, and monitoring of stock ownership guidelines. In November 2014 and November 2022, the Board amended the ownership guidelines upon the recommendation of the Corporate Governance Committee, replacing those guidelines adopted by the Board in 2006. The amended stock ownership guidelines include recommendations made by FW Cook. The stock ownership guidelines promote long-term profitability by aligning the interests of the NEOs with those of the Company's stockholders and mitigating potential compensation related-risk. The Chief Executive Officer's stock ownership requirement is five times base salary, and all other NEOs are at three times base salary. The stock ownership requirements can be achieved through several means, including outright ownership of shares by the NEOs and their immediate family members (as defined by SEC rules and regulations and including shares held in trust), making purchases on the open market, making optional cash investments through our Dividend Reinvestment and Direct Stock Purchase Plan, and earning performance incentive shares awarded by the Compensation Committee upon completion of the relevant performance period. Once a NEO attains the ownership requirement, the NEO will remain in compliance with the ownership guidelines despite future changes in the stock price and base salary, as long as the NEO continues to own shares equal to the number of shares owned at the time the ownership requirement is met.

  29. Key Compensation Decisions

    Key Compensation Decisions Base Salary. Base Salary is a fixed compensation element that is set at competitive levels in order to attract and retain executive officers with skills and attributes that align with our culture and strategic goals. In January 2023, the Compensation Committee reviewed and discussed the market analysis that was prepared by FW Cook to assess the competitiveness of base salary levels. FW Cook's market assessment compared the Company's base salaries for the NEOs against market data for the Company's peer group, as well as from industry published survey data. FW Cook concluded that base salaries for the NEOs are within a competitive range of the market median (within +/-15%) for the survey data. Various factors such as experience, depth of responsibility, tenure, internal equity, and performance may drive variances to market. The Compensation Committee considered the following prior to setting base salaries for 2023: results of the market assessment performed by FW Cook; functional role of the position; scope of the individual’s responsibilities; prior year’s performance; internal equity and competitive nature of our business. For 2023, on average, base salaries for the NEOs increased by approximately 5% over their respective base salaries established for the prior year. Cash Incentive Award. Short-term cash incentive compensation is one of two at-risk elements that incentivize NEOs to achieve pre-established financial and non-financial performance metrics over an annual period. In February 2023, after consideration and approval by the Board, the Compensation Committee granted cash incentive awards to each NEO under the 2015 Cash Plan. Generally, the target cash incentive award opportunity for each NEO is set at an amount that approximates the median prevailing practices of the industry peer group and broader energy industry for comparable positions. The payout opportunity for the cash incentive award ranges from 0% to 200% of the target award and actual payout is based on the achievement of financial and non-financial performance targets at the end of the applicable performance period. The performance period for the 2023 cash incentive award was from January 1, 2023 through December 31, 2023. The financial performance target for the 2023 cash incentive award is based upon a band centered around an EPS target of $5.48. Each NEO also had established individual goals to determine the extent to which the individual met their non-financial target. For 2023, the NEOs' individual performance goals were centered around the Company's organizational imperatives - Safety, Team, Service, Improve, and Grow. All of our strategic objectives, initiatives, performance goals, and evaluation criteria relate to one or more of these imperatives. The Compensation Committee may use its discretion to adjust a participant’s cash incentive payout amount to take into account certain factors over which participants have no or limited control. The Compensation Committee also reserves the right to consider additional performance criteria for the Chief Executive Officer related to pursuing strategic or operational opportunities. The following table shows each NEO's target cash incentive award based on their applicable base salary as of April 1, 2023, weighting for the performance targets, and actual achievement of the performance targets. In February 2024, the Compensation Committee reviewed achievement of each NEO's applicable performance goals and, after consideration and approval by the Board, authorized the cash incentive award payouts reflected below. The payouts comprised between 15% and 21% of each NEO's total direct compensation (with base salary at 4/1/2023) and were approximately 86% of each NEO’s respective target award opportunity.

  30. Key Compensation Decisions

    | 2023 CASH INCENTIVE AWARD | | | | | | | | | | | | NEO | Base Salary (at 4/1/2023) | Cash Opportunity (% of Base Salary) | Award at Target (100%) | Weighting for the Performance Targets(1) | | Actual Achievement of Performance Targets and Associated Payout(1) | | | | Payout Reflected in Summary Compensation Table | | | | | | Non-Financial | Financial | Non-Financial | | Financial | | | | Jeffry M. Householder | $786,240 | 95% | $746,928 | 20% | 80% | $ | 123,855 | | $516,059 | $639,914 | | Beth W. Cooper | $447,720 | 55% | $246,246 | 20% | 80% | $ | 41,682 | | $170,134 | $211,816 | | James F. Moriarty | $447,720 | 55% | $246,246 | 20% | 80% | $ | 42,533 | | $170,134 | $212,667 | | Jeffrey S. Sylvester | $396,000 | 45% | $178,200 | 20% | 80% | $ | 30,164 | | $123,120 | $153,284 | | Kevin J. Webber | $339,040 | 45% | $152,568 | 20% | 80% | $ | 25,298 | | $105,411 | $130,709 |

  31. Key Compensation Decisions

    1 For the non-financial performance component, the NEOs achieved 96% to 100% of the applicable target. An EPS multiplier of 86.36% was applied to the achievement of each NEO's financial and non-financial performance components. Equity Incentive Awards. Long-term equity incentive compensation is the second at-risk element that is designed to reward NEOs for improving stockholder value by achieving growth in earnings while investing in the future growth of our businesses. The Compensation Committee is authorized to grant equity incentive awards to NEOs under the 2023 SICP. While the 2023 SICP authorizes the issuance of several types of equity or equity-based awards, the Company’s long-term incentive awards to NEOs have historically been 100% performance-based, featuring annual grants of shares that are awarded if pre-established performance targets are achieved at the end of the performance period (a three-year or transition performance period). The target equity award is a number of shares equivalent to the dollar value based on a percentage of base salary. The actual award earned for each NEO depends on actual performance at the end of the performance period as compared to the performance targets. Awards are granted for each performance period pursuant and subject to the terms of performance share agreements entered into by each NEO and the Company. In accordance with the 2023 SICP, the Compensation Committee has discretion to make adjustments (i) to applicable performance criteria, (ii) to applicable financial or other results achieved, or (iii) the manner in which applicable financial or other results are calculated or evaluated for purposes of determining whether performance criteria were satisfied to account for extraordinary events during or associated with the applicable performance period. Performance Weighting and Payout Opportunity. The Compensation Committee approved the following performance components in connection with the equity incentive awards.

  32. Key Compensation Decisions

    | Performance Component | Benchmark and Description of Benchmark | % of Target Award | Payout Opportunity for Each Performance Component | | | | | | | | Minimum | Threshold | Target | Maximum | | TSR | Total shareholder return compared to the total shareholder returns of companies included in the performance peer group for the period. Shareholder Return incentivizes executives to generate additional value for our stockholders. | 30% | 0% | 50% | 100% | 200% | | Growth in Long-Term Earnings | Total capital expenditures as a percentage of total capitalization as compared to companies in the performance peer group for the period. In the long-term, the Company’s growth in earnings per share is dependent upon continuous investment of capital at levels sufficient to drive future earnings growth. | 35% | 0% | 50% | 100% | 200% | | ROE | Average ROE compared to predetermined ROE targets and the ROE relative to the performance peer group. ROE measures the Company’s ability to generate current income using equity investors’ capital. | 35% | 0% | 25% | 100% | 200% |

  33. Key Compensation Decisions

    Relative Performance for TSR and Growth. The Compensation Committee evaluates achievement of the TSR and Growth in Long-Term Earnings performance components based upon evaluating the Company's performance relative to the peer group over the applicable thirty-six month performance period. The payout opportunity is based on the Company's percentile ranking against the companies in the peer group for each of these two performance components as shown in the table below.

  34. Key Compensation Decisions

    | Percentile Ranking as Compared To Companies in the Performance Peer Group | Percentage of Payout of Target Equity Incentive Award | | Less than 40th percentile | 0% | | 40th – 49th percentile | 50% - 74% | | 50th – 54th percentile | 75% - 99% | | 55th – 59th percentile | 100% - 124% | | 60th – 64th percentile | 125% - 149% | | 65th – 69th percentile | 150% - 174% | | 70th – 80th percentile | 175% - 199% | | Greater than 80th percentile | 200% |

  35. Key Compensation Decisions

    | | Percentile Rank | Payout Matrix | | | | | Maximum | 75% | 75% | 125%(1) | 175% | 200% | | Target | 50% | 50% | 75% | 100% | 150% | | Threshold | 25% | 25% | 50% | 75% | 100% | | | | Threshold | Low Target | Target | Maximum | | | | 10.00% | 10.50%(2) | 11.00%(2) | 12.00% | | | | 3 YEAR AVERAGE ROE COMPARED TO FIXED TARGETS | | | |

  36. Key Compensation Decisions

    (1) Equity awards granted for the 2021-2023 and 2022-2024 performance periods are 100%. (2) Equity awards granted for the 2021-2023 and 2022-2024 performance periods have a Low Target and Target of 11.00% and 11.25%, respectively.

  37. Key Compensation Decisions

    | EQUITY INCENTIVE AWARDS AT THRESHOLD, TARGET AND MAXIMUM | | | | | | | | | | | NEO | 2023-2025 Performance Period | | | 2022-2024 Performance Period | | | 2021-2023 Performance Period | | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | Threshold | Target | Maximum | | | (50%) | (100%) | (200%) | (50%) | (100%) | (200%) | (50%) | (100%) | (200%) | | Jeffry M. Householder | 6,441 | 12,882 | 25,764 | 4,889 | 9,778 | 19,556 | 5,461 | 10,923 | 21,846 | | Beth W. Cooper | 2,305 | 4,609 | 9,218 | 1,909 | 3,818 | 7,636 | 2,138 | 4,276 | 8,552 | | James F. Moriarty | 2,305 | 4,609 | 9,218 | 1,909 | 3,818 | 7,636 | 2,138 | 4,276 | 8,552 | | Jeffery S. Sylvester | 1,189 | 2,378 | 4,756 | 931 | 1,862 | 3,724 | 1,028 | 2,057 | 4,114 | | Kevin J. Webber | 1,018 | 2,035 | 4,070 | 843 | 1,686 | 3,372 | 1,028 | 2,057 | 4,114 |

  38. Key Compensation Decisions

    | EQUITY INCENTIVE AWARD OPPORTUNITY FOR THE 2023-2025 PERFORMANCE PERIOD | | | | | | | | NEO | Base Salary (at 4/1/2023) | Opportunity (% of Base Salary) | Target Equity Value | | Average Closing Stock Price (11/1/2022-12/31/2022) | Target Equity Shares | | Jeffry M. Householder | $786,240 | 191% | $ | 1,501,718 | $116.57 | 12,882 | | Beth W. Cooper | $447,720 | 120% | $ | 537,264 | $116.57 | 4,609 | | James F. Moriarty | $447,720 | 120% | $ | 537,264 | $116.57 | 4,609 | | Jeffrey S. Sylvester | $396,000 | 70% | $ | 277,200 | $116.57 | 2,378 | | Kevin J. Webber | $339,040 | 70% | $ | 237,328 | $116.57 | 2,035 |

  39. Key Compensation Decisions

    The performance peer group used to measure performance for the 2023-2025 performance period is described under the Companies in Our Peer Group section in this Proxy Statement. The performance share agreement applicable to these awards is filed as Exhibit 10.13 of our Annual Report on Form 10-K for the period ended December 31, 2023. 2021 Equity Incentive Awards. The 2021 Equity Incentive Awards were granted for performance over the three-year period from January 1, 2021 through December 31, 2023. These awards vested in 2023. The Compensation Committee met in February 2024 to review the extent to which the NEOs earned the awards. During the performance period: (i) with respect to the TSR component, our TSR for the three years ended December 31, 2023 was at the 35th percentile compared to the peer companies’ TSR for the same period, and (ii) with respect to the Growth in Long-Term Earnings component, total capital expenditures as a percentage of total capitalization for the Company was at the 84th percentile of our peer group. For the purposes of calculating the Earnings Performance component, the average ROE for the three years ended December 31, 2023 for the Company was 11.14%, which represented the 97th percentile. The NEOs received a payout of 0% of the target for the TSR component, 200% of the target for the Growth in Long-Term Earnings component, and 142% of the target for the ROE component. The shares received for the performance-based equity incentive awards comprised between 28% and 45% of total direct compensation for each named executive officer and were approximately 120% of each NEO’s respective target opportunity based on performance over the period from January 1, 2021 through December 31, 2023 as reflected in the table below. In addition, dividends on equity incentive awards that vest based upon achievement of performance goals accrue in the form of dividend equivalents during the performance period and are paid to the respective executive only on actual shares earned, if any.

  40. Key Compensation Decisions

    | ACHIEVEMENT OF 2021 EQUITY INCENTIVE AWARDS FOR THE 2021 - 2023 PERFORMANCE PERIOD | | | | | | | NEO | Target Shares | TSR (30% Weighting) | Growth in Long-Term Earnings (35% Weighting) | ROE (35% Weighting) | Actual Payout | | Jeffry M. Householder | 10,923 | — | 7,646 | 5,429 | 13,075 | | Beth W. Cooper | 4,276 | — | 2,993 | 2,125 | 5,118 | | James F. Moriarty | 4,276 | — | 2,993 | 2,125 | 5,118 | | Jeffrey S. Sylvester | 2,057 | — | 1,440 | 1,022 | 2,462 | | Kevin J. Webber | 2,057 | — | 1,440 | 1,022 | 2,462 |

  41. Stock Vested During 2023

    Stock Vested During 2023 In February 2024, after consideration and approval by the Board, the Compensation Committee approved payouts associated with the 2021 Equity Incentive Awards for the NEOs as described above in the 2021 Equity Incentive Awards section in this Proxy Statement. These equity incentive awards vested in 2023.

  42. Stock Vested During 2023

    | STOCK VESTED DURING 2023 | | | | | | | NEO | Date Shares Awarded | Number of Shares Acquired on Vesting(1) | Closing Stock Price on 2/20/2024 | Value Realized on Vesting | | | Jeffry M. Householder | 2/20/2024 | 13,075 | $105.02 | $ | 1,373,137 | | Beth W. Cooper | 2/20/2024 | 5,118 | $105.02 | $ | 537,492 | | James F. Moriarty | 2/20/2024 | 5,118 | $105.02 | $ | 537,492 | | Jeffrey S. Sylvester | 2/20/2024 | 2,462 | $105.02 | $ | 258,559 | | Kevin J. Webber | 2/20/2024 | 2,462 | $105.02 | $ | 258,559 |

  43. Stock Vested During 2023

    1 The shares awarded and corresponding value realized reflect shares awarded in February 2024 to each NEO for the three-year performance period ended December 31, 2023.

  44. Summary Compensation Table

    Summary Compensation Table The following table provides information on compensation earned by the NEOs for the years ended December 31, 2023, 2022 and 2021. In determining the individuals to be included in this table, we considered the roles and responsibilities of individuals serving at the Company and its subsidiaries during 2023, as well as total compensation (reduced by the change in pension value and non-qualified deferred compensation earnings), for the year ended December 31, 2023.

  45. Summary Compensation Table

    | 2023 SUMMARY COMPENSATION TABLE | | | | | | | | Change in Pension Value and NQDC Earnings(4)(5) | | | | | | | NEO and Principal Position | Year | Salary | Bonus(1) | | Stock Awards(2) | | Non-Equity Incentive Plan Compensation(3) | | | All Other Compensation(6) | | Total | | | Jeffry M. Householder President and Chief Executive Officer | 2023 | $778,680 | $ | 150,000 | $ | 1,664,792 | $639,914 | $ | — | $ | 36,119 | $ | 3,269,505 | | | 2022 | $747,000 | $ | — | $ | 1,209,353 | $620,304 | $ | — | $ | 191,759 | $ | 2,768,416 | | | 2021 | $715,000 | $ | — | $ | 1,122,109 | $897,409 | $ | — | $ | 182,471 | $ | 2,916,989 | | Beth W. Cooper Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary | 2023 | $443,415 | $ | 100,000 | $ | 595,640 | $211,816 | $ | — | $ | 54,987 | $ | 1,405,858 | | | 2022 | $425,375 | $ | — | $ | 472,214 | $201,033 | $ | — | $ | 37,834 | $ | 1,136,456 | | | 2021 | $407,500 | $ | — | $ | 439,269 | $285,630 | $ | — | $ | 79,238 | $ | 1,211,637 | | James F. Moriarty Executive Vice President, General Counsel, Corporate Secretary and Chief Policy and Risk Officer | 2023 | $443,415 | $ | 85,000 | $ | 595,640 | $212,667 | $ | — | $ | 27,970 | $ | 1,364,692 | | | 2022 | $425,375 | $ | — | $ | 472,214 | $201,033 | $ | — | $ | 46,230 | $ | 1,144,852 | | | 2021 | $407,500 | $ | — | $ | 439,269 | $286,206 | $ | — | $ | 70,014 | $ | 1,202,989 | | Jeffrey S. Sylvester Senior Vice President and Chief Operating Officer | 2023 | $386,999 | $ | 100,000 | $ | 307,318 | $153,284 | $ | — | $ | 39,670 | $ | 987,271 | | | 2022 | $360,000 | $ | — | $ | 230,294 | $135,355 | $ | — | $ | 43,224 | $ | 768,873 | | | 2021 | $307,500 | $ | — | $ | 211,314 | $173,120 | $ | — | $ | 43,146 | $ | 735,080 | | Kevin J. Webber Senior Vice President and Chief Development Officer | 2023 | $335,780 | $ | 100,000 | $ | 262,991 | $130,709 | $ | — | $ | 35,293 | $ | 864,773 | | | 2022 | $322,000 | $ | — | $ | 208,526 | $123,043 | $ | — | $ | 48,407 | $ | 701,976 | | | 2021 | $307,500 | $ | — | $ | 211,314 | $173,468 | $ | — | $ | 66,357 | $ | 758,639 |

  46. Summary Compensation Table

    1On February 20, 2024, the Compensation Committee approved discretionary cash bonuses for Messrs. Householder, Moriarty, Sylvester and Webber and Ms. Cooper in connection with each NEO's efforts related to the Company's acquisition of Florida City Gas in 2023. The cash bonus awards were paid in the amounts reflected in the applicable rows of the Summary Compensation Table and were issued to the NEOs under the Company's 2015 Cash Plan, which authorized the Compensation Committee to grant discretionary bonuses. 2For the NEOs we calculated the aggregate grant date fair value of the performance-based equity incentive awards for each performance period based on the estimated compensation costs on the grant date in accordance with Financial Accounting Standards Board ASC Topic 718. We estimate the percent of which the Growth in Long-Term Earnings component and the Earnings Performance component are likely to be earned. The equity incentive awards have been recorded at the grant date fair value, which is based on the closing price on the grant date. We also evaluated the likelihood of earning the TSR component for the respective performance periods. We first determined the aggregate fair value of the award using a third-party model. The Company's TSR was then compared to the companies in our performance peer group using a Monte Carlo stock simulation. The Monte Carlo stock simulation estimated a percentile ranking for the TSR component, which is used to determine the payout percentage. The performance share fair value for the TSR component was generated from the third-party model and used to calculate the aggregate grant date fair value of this component of the award. The number of actual performance shares earned will range from 0% to 200% of the target performance shares depending on the applicable performance period and actual performance as compared to the performance goals. The following table sets forth the factors associated with the estimated compensation costs for each performance period.

  47. Summary Compensation Table

    | ESTIMATED PAYOUT FOR EQUITY INCENTIVE AWARDS | | | | | | | | | | | | | Performance-Based Equity Awards | | | Market-Based Equity Awards | | | | Year | Performance Period | Grant Date | Growth in Long-Term Earnings | ROE | Fair Value Per Share | TSR | Monte Carlo Estimated Percentile Ranking | Fair Value Per Share | | 2023 | 2023-2025 | 2/22/2023 | 100% | 100% | $123.60 | 100% | 53% | $142.38 | | 2022 | 2022-2024 | 2/23/2022 | 100% | 100% | $129.99 | 100% | 44% | $108.96 | | 2021 | 2021-2023 | 2/23/2021 | 100% | 100% | $104.01 | 100% | 47% | $99.74 |

  48. Summary Compensation Table

    If the maximum awards were achieved for the NEOs for the 2023-2025 performance period as reflected in the 2023 row of the Summary Compensation Table, each award would be valued as follows: Householder - $3,329,585, Cooper - $1,191,279, Moriarty - $1,191,279, Sylvester - $614,637, and Webber - $525,982. If the maximum awards were achieved for the NEOs for the 2022-2024 performance period as reflected in the 2022 row of the Summary Compensation Table, each award would be valued as follows: Householder - $2,418,706, Cooper - $944,428, Moriarty - $944,428, Sylvester - $460,588, and Webber - $417,052. If the maximum awards were achieved for the NEOs for the 2021-2023 performance period as reflected in the 2021 row of the Summary Compensation Table, each award would be valued as follows: Householder - $2,244,218, Cooper - $878,538, Moriarty - $878,538, Sylvester - $422,628, and Webber - $422,628. Actual awards earned for the 2021-2023 performance period are reflected in the 2021 Equity Incentive Awards section. 3 NEOs received payment in March 2024, March 2023, and March 2022 for performance during 2023, 2022, and 2021 respectively. Mr. Webber was previously granted a long-term cash incentive award for the 2018-2020 performance period which was established by the Chief Executive Officer and described in the Company's Proxy Statement filed with the SEC on March 22, 2021. Mr. Webber's actual payout for the 2018-2020 performance period was $172,013, which vested and was paid to Mr. Webber in 2021 and is included in the applicable row in the Summary Compensation Table. The awards are granted pursuant to the 2015 Cash Plan. 4 During the fourth quarter of 2021, we formally terminated the Company's defined benefit Pension Plan which was frozen as of January 1, 2005. None of the NEOs participated in the Pension Plan except for Ms. Cooper who received a lump sum payout at termination of the Pension Plan of $268,929 on November 15, 2021 which was actuarially equivalent to Ms. Cooper's full vested accrued benefit in the Pension Plan. No further Pension Plan benefits are due. The Company's defined benefit Pension SERP plan was frozen as of January 1, 2005. None of the NEOs participate in the Company’s Pension SERP Plan. 5 Dividends on deferred stock units (which are settled on a one-for-one basis in shares of common stock) are the same as dividends paid on the Company’s outstanding shares of common stock. For 2023, 2022 and 2021, compensation deferred under the NQDC Plan (or any predecessor plan) earned the same returns as funds available for the Company’s Retirement Savings Plan. We considered that investment options under our NQDC Plan (or any predecessor plan) are the same choices available to all employees under the Company's Retirement Savings Plan. As a result, the NEOs do not receive preferential earnings on their investments. 6 The following table includes payments that were made by the Company on behalf of the NEOs in 2023, 2022 and 2021, as applicable.

  49. Summary Compensation Table

    | NEO | Qualified and Non-Qualified 401(k) Plan Matching and Supplemental Contributions | | | Term Life Insurance Premiums | | | Vehicle Allowance | | | Dividends on shares earned for the 2021-2023 Performance Period | | | | 2021 | 2022 | 2023 | 2021 | 2022 | 2023 | 2021 | 2022 | 2023 | 2021 | | | Jeffry M. Householder | $86,639 | $181,858 | $24,942 | $480 | $480 | $480 | $15,333 | $9,421 | $10,697 | | $80,019 | | Beth W. Cooper | $43,008 | $33,706 | $46,658 | $480 | $480 | $480 | $4,428 | $3,648 | $7,849 | | $31,322 | | James F. Moriarty | $34,280 | $33,487 | $24,891 | $480 | $480 | $520 | $3,932 | $12,263 | $2,559 | | $31,322 | | Jeffrey S. Sylvester | $23,804 | $38,891 | $37,541 | n/a | n/a | n/a | $4,275 | $4,333 | $2,129 | | $15,067 | | Kevin J. Webber | $49,285 | $46,186 | $33,988 | $480 | $480 | $480 | $1,525 | $1,741 | $825 | | $15,067 |

  50. Summary Compensation Table

    A company-owned vehicle is available to NEOs during their service with the Company. The vehicle is available for personal use and is imputed income on their Form W-2 filed with the IRS. The cash dividend amounts paid to the NEOs in 2024 for the 2021-2023 performance period are reflected in the 2021 row in the Summary Compensation Table, the year the share awards (on which the dividends were based) were granted by the Compensation Committee. Dividends were accrued in the form of dividend equivalents on the same basis as dividends declared by the Board each calendar quarter during the applicable years and paid on the Company's common stock. The actual cash dividend received by each NEO was determined based upon the number of shares of common stock earned and issued to the executive for the performance period. NEOs also have the ability to purchase propane at the same discounted rate that we offer to our employees.

  51. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table reflects, for each NEO, the range of payouts for cash incentive awards established by the Compensation Committee, after consideration and approval by the Board, on February 22, 2023 relating to the 2023 performance period, and the number of equity incentive awards established by the Compensation Committee, after consideration and approval by the Board, on February 22, 2023 for the 2023-2025 performance period. For each NEO, the Compensation Committee established a target equity award with a dollar value (as a percentage of base salary) to be paid in shares of our common stock, if earned, based on the grant date fair value of the common stock. The threshold (minimum amount payable for a certain level of performance), target (amount payable if the targets are reached), and maximum (maximum payout possible) award levels are provided for each award. Additional information on these awards can be found under the Key Compensation Decisions section in this Proxy Statement.

  52. Grants of Plan-Based Awards

    | GRANTS OF PLAN-BASED AWARDS | | | | | | | | | | | | | | | 2023 Cash Incentive Plan | | | | | | 2023-2025 Equity Incentive Plan | | | | | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | Grant Date Fair Value(2) | | | NEO | Grant Date | Threshold 50% | | Target 100% | Maximum 200% | | Grant Date | Threshold 25% or 50%(1) | Target 100% | Maximum 200% | | | | Jeffry M. Householder | 2/22/2023 | $ | 373,464 | $746,928 | $ | 1,493,856 | 2/22/2023 | 6,441 | 12,882 | 25,764 | $ | 1,664,792 | | Beth W. Cooper | 2/22/2023 | $ | 123,123 | $246,246 | $ | 492,492 | 2/22/2023 | 2,305 | 4,609 | 9,218 | $ | 595,640 | | James F. Moriarty | 2/22/2023 | $ | 123,123 | $246,246 | $ | 492,492 | 2/22/2023 | 2,305 | 4,609 | 9,218 | $ | 595,640 | | Jeffrey S. Sylvester | 2/22/2023 | $ | 89,100 | $178,200 | $ | 356,400 | 2/22/2023 | 1,189 | 2,378 | 4,756 | $ | 307,318 | | Kevin J. Webber | 2/22/2023 | $ | 76,284 | $152,568 | $ | 305,136 | 2/22/2023 | 1,018 | 2,035 | 4,070 | $ | 262,991 |

  53. Grants of Plan-Based Awards

    1The payout opportunity as a percent of the target award for the TSR, Growth in Long-term Earnings, and ROE performance components is 0% (minimum), 100% (target) and 200% (maximum), with the threshold for the TSR and Growth in Long-term Earnings components at 50% and the threshold for the ROE component at 25%. 2For the 2023-2025 performance period, we calculated the aggregate grant date fair value of the performance-based equity incentive awards based on the estimated compensation costs on the grant date. We estimated that 100% of the Growth in Long-Term Earnings component and 100% of the ROE component are likely to be earned. These equity incentive awards have been recorded at the grant date fair value of $123.60 per share, which is based on the closing price on February 22, 2023, the grant date. We also evaluated the likelihood of earning the TSR component for this performance period. We first determined the aggregate fair value of the award using a third-party model. The Company's TSR was then compared to the TSR of companies in our performance peer group using a Monte Carlo stock simulation. The Monte Carlo stock simulation estimated a percentile ranking for the TSR component of approximately 53%, representing a 100% payout. For the 2023-2025 performance period, the performance share fair value of $142.38 was generated from the third-party model and used to calculate the aggregate grant date value of this component of the award. The number of actual performance shares earned will range from 0% to 200% of the target performance shares depending on actual performance as compared to the performance goals.

  54. Outstanding Equity Incentive Awards

    | OUTSTANDING EQUITY AWARDS FOR THE NEOs AT DECEMBER 31, 2023 | | | | | NEO | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(1) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested(2) | | | Jeffry M. Householder | 45,320 | $ | 4,787,152 | | Beth W. Cooper | 16,854 | $ | 1,780,288 | | James F. Moriarty | 16,854 | $ | 1,780,288 | | Jeffrey S. Sylvester | 8,480 | $ | 895,742 | | Kevin J. Webber | 7,442 | $ | 786,098 |

  55. Non-Qualified Deferred Compensation Plan

    Non-Qualified Deferred Compensation Plan Chesapeake Utilities sponsors the NQDC for all officers and directors. The NQDC Plan is informally funded in a Rabbi Trust. The NQDC Plan allows: •NEOs may defer any percentage of their performance-based stock awards (excluding any required withholdings). Additionally, non-management directors can elect to defer any percentage of their stock retainers. Participants are entitled to deferred stock units for the performance-based shares and stock retainers. Dividends are paid on the deferred stock units in the same proportion and amount as dividends on the Company's common stock. These dividends are then reinvested into additional deferred stock units. When distributed to participants, the deferred stock units will be settled on a one-for-one basis in shares of the Company's common stock. Deferrals of performance-based stock awards are not eligible for Company matching and discretionary employer contributions. •NEOs may also defer a specified percentage (up to 80%) of their eligible cash compensation to the NQDC Plan. Additionally, non-management directors could elect to defer any percentage of their Board and/or Committee cash retainers. The Company matches NEO deferrals (up to 6% of eligible compensation) provided there is no duplication of matching in the Retirement Savings Plan. We may also make discretionary contributions to the NEOs. Discretionary employer contributions are made to applicable NEOs during the years discretionary employer contributions are made to the Retirement Savings Plan, for compensation that exceeds the IRS limits applicable to the qualified plan. Participants may allocate their deferrals and the Company's contributions among the same mutual fund choices available to all employees under the Retirement Savings Plan. The NQDC Plan is required to comply with Internal Revenue Code Section 409A and procedures established by the Compensation Committee. The requirements include advance elections of deferral amounts. Additionally, participants must select a distribution date and form of distribution at the time of the deferral election. Distributions can be made in a single payment or in annual installments over 2-15 years (prior to January 1, 2014, installments were allowed over 5 or 10 years). A NEO will not be entitled to receive any payments until six months after the NEO's date of separation, except under certain circumstances. Payments to the participant may be accelerated in the event of death, disability, change in control, or an unforeseeable emergency. Participants will be individually responsible for any tax obligations related to deferring compensation under the NQDC Plan. Distributions of deferrals of cash compensation will be paid in cash, while distributions of deferred stock units will be paid in common stock. Each NEO was eligible to participate in the NQDC Plan during 2023. The following table reflects the aggregate balance of non-qualified deferred compensation for each NEO.

  56. Non-Qualified Deferred Compensation Plan

    | NON-QUALIFIED DEFERRED COMPENSATION FOR THE 2023 FISCAL YEAR | | | | | | | | | | | | Name | Executive Deferrals in 2023 | | Registrant Contributions in 2023(1) | | Aggregate Earnings in 2023(2)(3) | | Aggregate Withdrawals/ Distributions in 2023 | | Aggregate Balance at December 31, 2023 | | | Jeffry M. Householder | $ | 675,721 | $ | 0 | $ | 198,816 | $ | (5,369) | $ | 4,576,057 | | Beth W. Cooper | $ | 123,713 | $ | 21,611 | $ | 22,012 | $ | (10,817) | $ | 4,095,823 | | James F. Moriarty | $ | 0 | $ | 0 | $ | (86,465) | $ | 0 | $ | 1,525,475 | | Jeffrey S. Sylvester | $ | 387,930 | $ | 12,815 | $ | (75,872) | $ | 0 | $ | 717,986 | | Kevin J. Webber | $ | 540,242 | $ | 9,056 | $ | 59,461 | $ | 0 | $ | 1,876,096 |

  57. Non-Qualified Deferred Compensation Plan

    1Represents our matching and discretionary employer contributions associated with the NQDC Plan. These dollars are included in the All Other Compensation column of the Summary Compensation Table. 2The investment options available under the NQDC Plan are the same that are available to all employees under the Retirement Savings Plan. Accordingly, these amounts are not considered above-market or preferential earnings for purposes of, and are not included in, the 2023 Summary Compensation Table. 3Dividends on deferred stock units in the NQDC Plan are paid at the same rate as dividends on shares of the Company's common stock. Those amounts, similar awards reported in the Summary Compensation Tables in prior years, and matching and discretionary employer contributions into the NQDC Plan that were reported in the Summary Compensation Tables in prior years under All Other Compensation, are included in the Aggregate Balance at December 31, 2023 column and quantified below:

  58. Non-Qualified Deferred Compensation Plan

    | Name | Amount included in both Non-Qualified Deferred Compensation Table and Summary Compensation Table | | Amount included in both Non-Qualified Deferred Compensation Table and previously reported in Prior Years’ Summary Compensation Tables | | | Jeffry M. Householder | $ | 675,721 | $ | 2,471,417 | | Beth W. Cooper | $ | 145,324 | $ | 2,337,533 | | James F. Moriarty | $ | 0 | $ | 1,342,991 | | Jeffrey S. Sylvester | $ | 400,745 | $ | 399,304 | | Kevin J. Webber | $ | 549,298 | $ | 593,134 |

  59. Pay Versus Performance

    Pay Versus Performance We are providing the following information to comply with Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K. The following table provides information on compensation actually paid (“CAP”) to our Principal Executive Officer ("PEO"), and the average CAP for the four other NEOs (excluding the PEO) for the four fiscal years ended 2020 through 2023. CAP is total compensation reported in the Summary Compensation Table adjusted to reflect compensation "actually paid" as described under Item 402(v) of Regulation S-K. CAP does not reflect the actual amount of compensation earned or realized by our PEO or NEOs. In addition to CAP, the table presents total compensation reported in the Summary Compensation Table, the Company's total shareholder return ("TSR"), the TSR of the Company's performance peer group as specified below, the Company's net income as reported in its audited financial statements and the financial performance metric identified by the Company as the single most important financial performance metric used to link executive compensation to the Company's performance. The Company has identified Earnings Per Share as the most important financial metric for these purposes. The Compensation Committee does not use CAP as a basis for making compensation decisions. In the Compensation Discussion and Analysis and Executive Compensation sections of this Proxy Statement we provide additional narrative and information regarding our current executive compensation program, including our philosophy, the design of our program, and the mix of compensation and targets that the Compensation Committee believes aligns the financial interests of the executive officers with the interests of our stockholders.

  60. Pay Versus Performance

    | PAY VERSUS PERFORMANCE TABLE | | | | | | | | | | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for Non-PEO NEOs(1) | Average Compensation Actually Paid to Non-PEO NEOs(2) | Total Shareholder Return(3) | Peer Group Total Shareholder Return(4) | Net Income (in millions)(5)(7) | Earnings Per Share(6)(7) | | 2023 | $3,269,505 | $3,364,847 | $1,155,639 | $1,177,386 | $118 | $102 | $87.2 | $4.75 | | 2022 | $2,768,416 | $1,744,451 | $938,039 | $646,504 | $130 | $105 | $89.8 | $5.07 | | 2021 | $2,836,970 | $6,130,154 | $953,892 | $1,914,113 | $157 | $95 | $83.5 | $4.75 | | 2020 | $2,588,107 | $4,274,658 | $994,090 | $1,515,588 | $115 | $83 | $71.5 | $4.28 |

  61. Pay Versus Performance

    1 Total compensation for Mr. Householder and, on average, the four other NEOs as reported in the Summary Compensation Table for the four fiscal years ended 2020 through 2023, as applicable. Mr. Householder has served as President and Chief Executive Officer of the Company since 2019. The four other NEOs are as follows: Ms. Cooper and Messrs. Moriarty, Sylvester and Webber. 2 Compensation Actually Paid reflects the total compensation as reported in the Summary Compensation Table for the NEOs adjusted in accordance with Item 402(v) of Regulation S-K. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Householder's total compensation for the four fiscal years ended 2020 through 2023, as applicable, to determine Compensation Actually Paid:

  62. Pay Versus Performance

    | ADJUSTMENTS TO TOTAL COMPENSATION TO DETERMINE CAP TO PEO | | | | | | | | | | Year | Reported Summary Compensation Table Total | | Subtract: Value in Stock Awards Column of the Summary Compensation Table(a) | | Add: Reconciled Value of Equity Awards to PEO(b) | | CAP to PEO(c) | | | 2023 | $ | 3,269,505 | $ | 1,664,792 | $ | 1,760,134 | $ | 3,364,847 | | 2022 | $ | 2,768,416 | $ | 1,209,353 | $ | 185,388 | $ | 1,744,451 | | 2021 | $ | 2,836,970 | $ | 1,122,109 | $ | 4,415,293 | $ | 6,130,154 | | 2020 | $ | 2,588,107 | $ | 1,053,668 | $ | 2,740,219 | $ | 4,274,658 |

  63. Pay Versus Performance

    (a) Represents the grant date fair value of equity awards reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year. (b) The amounts deducted or added (as applicable) in calculating the equity award adjustments for each applicable year are provided in the Equity Reconciliation for CAP to NEOs Table below. (c) There is no compensation that needs to be included for equity awards granted and vested in the same year, equity awards that failed to meet vesting conditions in the year ended, or dividends or other earnings paid on equity awards not otherwise reflected in total compensation for Mr. Householder. No values are shown for pension benefit adjustments because (i) there are no service costs for services rendered during the applicable years because the Pension Plan was frozen prior to the applicable years and formally terminated in 2021, and (ii) there are no prior service costs because no additional benefits were granted in a plan amendment during the applicable years. Mr. Householder did not participate in the Pension Plan. None of the NEOs participate in the Company’s non-qualified Pension SERP Plan. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Ms. Cooper and Messrs. Moriarty, Sylvester and Webber's total compensation, on average, for the four fiscal years ended 2020 through 2023, as applicable, to determine Compensation Actually Paid:

  64. Pay Versus Performance

    | ADJUSTMENTS TO TOTAL COMPENSATION TO DETERMINE CAP TO NON-PEO NEOs | | | | | | | | | | | | Year | Average Reported Summary Compensation Table Total | | Subtract: Average Value in Stock Awards Column of the Summary Compensation Table(a) | | Subtract: Average Value in Change in Pension Value and NQDC Earnings Column of Summary Compensation Table(b) | | Add: Average Reconciled Value of Equity Awards to Non-PEO NEOs(c) | | Average CAP to Non-PEO NEOs(d) | | | 2023 | $ | 1,155,639 | $ | 440,397 | $ | — | $ | 462,144 | $ | 1,177,386 | | 2022 | $ | 938,039 | $ | 345,812 | $ | — | $ | 54,277 | $ | 646,504 | | 2021 | $ | 953,892 | $ | 325,291 | $ | — | $ | 1,285,512 | $ | 1,914,113 | | 2020 | $ | 994,090 | $ | 298,510 | $ | 11,046 | $ | 831,054 | $ | 1,515,588 |

  65. Pay Versus Performance

    (a) Represents the grant date fair value of equity awards, on average, reported in the “Stock Awards” column for Ms. Cooper and Messrs. Moriarty, Sylvester and Webber in the Summary Compensation Table for the applicable year. (b) None of the NEOs participated in the Pension Plan except for Ms. Cooper, who received a lump sum payout at termination of the Pension Plan in 2021 which was actuarially equivalent to Ms. Cooper's full vested accrued benefit in the Pension Plan. Ms. Cooper’s change in accumulated benefits under the Pension Plan for 2020 is reported in the applicable row of the Summary Compensation Table and is included in the average adjustments to total compensation for calculating CAP to the non-PEO NEOs. None of the NEOs participate in the Company’s non-qualified Pension SERP Plan. (c) The amounts deducted or added (as applicable) in calculating the equity award adjustments for each applicable year are provided in the Equity Reconciliation for CAP to Non-PEO NEOs Table below. (d) There is no compensation that needs to be included for equity awards granted and vested in the same year, equity awards that failed to meet vesting conditions in the year ended, or dividends or other earnings paid on equity awards not otherwise reflected in total compensation for the NEOs. No values are shown for pension benefit adjustments because (i) there are no service costs for services rendered during the applicable years because the Pension Plan was frozen prior to the applicable years and formally terminated in 2021, and (ii) there are no prior service costs because no additional benefits were granted in a plan amendment during the applicable years. The amounts added or deducted, as applicable, in reconciling the equity award adjustments included in calculating CAP to NEOs are as follows:

  66. Pay Versus Performance

    | EQUITY RECONCILIATION FOR CAP TO PEO AND NON-PEO NEOs | | | | | | | | | | | | | | | | | | | PEO | | | | | | | | Non-PEO NEOs | | | | | | | | | Year | Year End Fair Value of Equity Awards Granted in the Year | | Year Over Year Change in Fair Value of Outstanding Unvested Equity Awards Granted in Prior Years | | Year Over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | | Total Equity Award Adjustments | | Year End Fair Value of Equity Awards Granted in the Year | | Year Over Year Change in Fair Value of Outstanding Unvested Equity Awards Granted in Prior Years | | Year Over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | | Total Equity Award Adjustments | | | 2023 | $ | 1,850,652 | $ | 298,814 | $ | (389,332) | $ | 1,760,134 | $ | 489,564 | $ | 85,445 | $ | (112,865) | $ | 462,144 | | 2022 | $ | 908,038 | $ | (97,810) | $ | (624,840) | $ | 185,388 | $ | 259,652 | $ | (28,354) | $ | (177,021) | $ | 54,277 | | 2021 | $ | 1,868,236 | $ | 1,685,102 | $ | 861,955 | $ | 4,415,293 | $ | 541,588 | $ | 477,399 | $ | 266,525 | $ | 1,285,512 | | 2020 | $ | 1,524,020 | $ | 579,606 | $ | 636,593 | $ | 2,740,219 | $ | 431,763 | $ | 179,219 | $ | 220,072 | $ | 831,054 |

  67. Pay Versus Performance

    The unvested equity values in the table above are computed in accordance with the methodology used for financial reporting purposes, and for unvested awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the applicable years. 3 Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between our stock price at the end and the beginning of the measurement period by our stock price at the beginning of the measurement period. The Company's cumulative annual TSR represents the dollar value of an investment of $100 over a one, two, three and four year cumulative period from the market close on December 31, 2019 through the fiscal years ended December 31, 2020, December 31, 2021, December 31, 2022 and December 31, 2023. 4 The cumulative annual TSR of the companies in our performance peer group as established by the Compensation Committee for each of the equity awards granted in the four fiscal years ended 2020 through 2023. The peer group for 2020, 2021 and 2022 is the same as that used in the Company's Common Stock Performance Graph as reported in our Annual Report on Form 10-K for the years ended December 31, 2022, December 31, 2021 and December 31, 2020 and is comprised of the following companies: Atmos Energy Corporation, Black Hills Corporation, New Jersey Resources Corporation, NiSource Inc., Northwest Natural Holding Co., Northwestern Corporation, ONE Gas, Inc., RGC Resources, Inc., South Jersey Industries, Inc., Spire Inc., and Unitil Corporation. The peer group for 2023 is comprised of the same companies as the peer group for 2020, 2021 and 2022, with the exception of South Jersey Industries, Inc., which was acquired by a private investment vehicle focused on investing in critical infrastructure assets in 2023 and resultantly delisted from the NYSE. Accordingly, South Jersey Industries, Inc. was removed from the peer group. The peer group for 2023 is the same peer group as that used in the Company's Common Stock Performance Graph as reported in our Annual Report on Form 10-K for the year ended December 31, 2023. Peer company TSR was calculated using a weighted average based on each peer company's market capitalization at the beginning of each period for which a return is indicated in the table and is presented as the dollar value of an investment of $100 over a one, two, three and four year cumulative period from the market close on December 31, 2019 through the fiscal years ended December 31, 2020, December 31, 2021, December 31, 2022 and December 31, 2023. 5 Net income as reported in our Annual Report on Form 10-K for the years ended December 31, 2020, December 31, 2021, December 31, 2022 and December 31, 2023. 6 While we use numerous financial and non-financial performance measures for the purpose of evaluating performance for our executive compensation programs, we have determined that Earnings Per Share is the financial performance measure that, in our assessment, represents the most important performance measure we used to link compensation actually paid to our NEOs for the most recently completed fiscal year to Company performance. Basic Earnings Per Share is as reported in our Annual Report on Form 10-K for the years ended December 31, 2020, December 31, 2021, December 31, 2022 and December 31, 2023. 7 Net Income and Earnings Per Share as reflected in the applicable columns of the Pay Versus Performance Table represent the Company's net income and basic EPS on a GAAP basis and include transaction-related expenses attributable to the Company's acquisition of Florida City Gas in late 2023. Adjusted net income and basic EPS for the year ended December 31, 2023, excluding transaction-related expenses, were $97.8 million and $5.33 per share, respectively.

  68. Pay Versus Performance

    | Tabular List of the Most Important Financial Performance Measures Used to Link CAP to NEOs for the Most Recently Completed Fiscal Year to Company Performance | | | • | Earnings Per Share | | • | Growth in Long-Term Earnings (calculated as total expenditures as a percent of total capitalization) | | • | Average Return on Equity (ROE) |

  69. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis of the Information Presented in the Pay Versus Performance Table The philosophy of our current executive compensation program is provided in detail in the Compensation Discussion and Analysis section of this Proxy Statement. The section also provides stockholders with comprehensive information on the design of our executive compensation program, as well as the mix of compensation that the Compensation Committee believes aligns the financial interests of the NEOs with the interests of our stockholders. During the Compensation Committee’s annual review of executive compensation, it considers several elements of the executive compensation program, including, but not limited to: (i) the effectiveness of the program in attracting and retaining highly qualified individuals that have a solid foundation and comprehensive perspective of the Company, its operations and competitive environment; (ii) the complex nature of our operations as a diversified energy delivery company; and (iii) the long-term focus on our strategic planning process. The executive compensation program designed by the Compensation Committee places a majority of the executive's total direct compensation at risk, and promotes a pay-for-performance culture that further aligns executive interests with the long-term interests of stockholders. While we utilize several performance measures to align executive compensation with Company performance, all of our measures are not presented in the above Pay Versus Performance table. Additional information on our executive compensation program, including tables and accompanying narratives, is available in the Executive Compensation section of this Proxy Statement. In accordance with Item 402(v) of Regulation S-K, we are providing the following graphs showing the relationships between information presented in the Pay Versus Performance table. Equity awards constitute a significant portion of compensation for the NEOs. Compensation Actually Paid, or CAP, will vary based on year-over-year changes in our stock price resulting in appreciation or depreciation in the value of equity awards granted to the NEOs. The value of equity awards will not be realized by the NEOs before performance goals are satisfied and applicable restrictions lapse. The ultimate value of such awards is subject to changes in the stock price. The following graphs demonstrate the relationship between CAP and TSR, CAP and Net Income, and CAP and EPS, in each case, to our CEO and to the average of the Non-PEO NEOs.