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NFG > SEC Filings for NFG > Form 8-K on 4-Mar-2014All Recent SEC Filings

Show all filings for NATIONAL FUEL GAS CO

Form 8-K for NATIONAL FUEL GAS CO


4-Mar-2014

Change in Directors or Principal Officers


Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On February 27, 2014, the Compensation Committee of the Board of Directors of National Fuel Gas Company (the "Company") approved payments under the National Fuel Gas Company Performance Incentive Program (the "Program") for the performance period of October 1, 2010 to September 30, 2013 ("Performance Period"). As disclosed in the Company's proxy statement filed on January 24, 2014 (the "Proxy Statement"), the performance condition for the Performance Period was the Company's total return on capital as compared to the total return on capital for peer companies in the Natural Gas Distribution and Integrated Natural Gas Companies group as calculated and reported in the Monthly Utility Reports of AUS, Inc. ("AUS"), a leading industry consultant not affiliated with the Company.

Under the Program, the percentage of the target incentive paid to participants depends upon the Company's performance relative to the peer group, and not upon a pre-established absolute level of return on capital achieved by the Company. To achieve the target incentive established, the Company must outperform 60% of the peer group with respect to total return on capital. The established performance targets and payout schedule are as follows:

                    National Fuel Gas
                    Company's Rank
                    as a Percentile of   Percentage of Target
                    the Peer Companies      Incentive Paid
                    <45.01%                       0%
                    45.01%                       50%
                    60%                          100%
                    75%                          150%
                    100%                         200%

For performance levels between two established targets, the payout is determined by mathematical interpolation.

The Company estimated in the Proxy Statement that its performance relative to the peer group would result in a payout of approximately 188.2% of the target incentive set for each participant in the Program. As stated in the Proxy Statement, the estimated payments disclosed therein were subject to change based on the final Monthly Utility Report of AUS for the Performance Period. Taking into account that final report, the Company calculated a three-year average return on capital for each of the companies in the peer group, as follows:

--------------------------------------------------------------------------------
                                                              Three-Year
                                                            Average Return           Percentile
Company                                                       on Capital              Ranking
Questar Corporation                                                   10.83                100.0 %
National Fuel Gas Company                                             10.10                 93.8 %
Delta Natural Gas Company                                              8.37                 87.5 %
Energen Corporation                                                    8.27                 81.3 %
EQT Corporation (formerly Equitable Resources, Inc.)                   8.27                 81.3 %
New Jersey Resources Corp.                                             8.17                 68.8 %
RGC Resources, Inc.                                                    8.10                 62.5 %
Southwest Gas Corporation                                              7.97                 56.3 %
Laclede Gas Company                                                    7.67                 50.0 %
Washington Gas Light Company (WGL Holdings)                            7.40                 43.8 %
South Jersey Industries, Inc.                                          7.37                 37.5 %
Atmos Energy Corporation                                               7.23                 31.3 %
Piedmont Natural Gas Co., Inc.                                         6.90                 25.0 %
Northwest Natural Gas Co.                                              6.83                 18.8 %
AGL Resources Inc.                                                     6.37                 12.5 %
ONEOK Inc.                                                             6.07                  6.3 %
Gas Natural, Inc. (formerly Energy West Inc.)                          5.53                  0.0 %

As indicated in the table, the Company achieved a percentile rank of 93.8% in the peer group. Based upon that level of performance, the Compensation Committee approved a payout of 187.6% of the target incentive awarded to the participants in the Program for the Performance Period.

The approved payouts are as follows for the Company's named executive officers:
D.F. Smith, $1,435,140; R.J. Tanski, $806,680; D.P. Bauer, $225,120; M.D. Cabell, $562,800; A.M. Cellino, $431,480; and J.R. Pustulka, $431,480. These payouts will result in new total compensation figures for purposes of the Summary Compensation Table appearing in the Proxy Statement for fiscal 2013 as follows: D.F. Smith, $7,593,517; R.J. Tanski, $6,403,782; D.P. Bauer, $1,143,033; M.D. Cabell, $3,075,997; A.M. Cellino, $2,982,181; and J.R. Pustulka, $2,736,976.


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