National Fuel Gas Company (NFG) Proxy Filing summary

Executive summary

• Annual meeting scheduled for March 13, 2025, will be held virtually, allowing electronic participation and voting.

• Key proposals include election of eleven directors, advisory approval of executive compensation, and ratification of the independent auditor.

• Fiscal 2024 saw strong financial performance, including 9% revenue growth in Pipeline and Storage, 18% earnings increase in Utility, and record natural gas production.

• Dividend increased for the 54th consecutive year to $2.06/share, and a $200 million share repurchase program was authorized.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of eleven directors for one-year terms, (2) advisory approval of named executive officer compensation, and (3) ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal 2025.

• Board recommends voting FOR all proposals.

• Shareholders of record as of January 13, 2025, are eligible to vote; multiple voting methods are available, including phone, QR code, internet, and mail.

Board of directors and corporate governance

• Board consists of eleven members, ten of whom are independent; diversity and expertise in energy, finance, sustainability, and risk management are emphasized.

• Board leadership structure separates Chairman and CEO roles; Lead Independent Director designated.

• Board and committees conduct annual self-evaluations; strong focus on diversity in director recruitment.

• Nominating/Corporate Governance Committee oversees ESG strategy and reporting.