Compensation Committee Charter

Forward Looking Statement Disclosure

Forward-looking statements include statements concerning plans, objectives, goals, projections, strategies, future events or performance, and underlying assumptions and other statements which are other than statements of historical facts. From time to time, the Company may publish or otherwise make available forward-looking statements of this nature. All such subsequent forward-looking statements, whether written or oral and whether made by or on behalf of the Company, are also expressly qualified by these cautionary statements. Certain statements contained in this report, including, without limitation, statements regarding future prospects, plans, objectives, goals, projections, estimates of oil and gas quantities, strategies, future events or performance and underlying assumptions, capital structure, anticipated capital expenditures, completion of construction projects, projections for pension and other post-retirement benefit obligations, impacts of the adoption of new accounting rules, and possible outcomes of litigation or regulatory proceedings, as well as statements that are identified by the use of the words “anticipates,” “estimates,” “expects,” “forecasts,” “intends,” “plans,” “predicts,” “projects,” “believes,” “seeks,” “will,” “may,” and similar expressions, are “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995 and accordingly involve risks and uncertainties which could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements. The Company’s expectations, beliefs and projections are expressed in good faith and are believed by the Company to have a reasonable basis, but there can be no assurance that management’s expectations, beliefs or projections will result or be achieved or accomplished. In addition to other factors and matters discussed elsewhere herein, the following are important factors that, in the view of the Company, could cause actual results to differ materially from those discussed in the forward-looking statements:

  1. The Company's ability to successfully integrate acquired assets, including Shell's upstream assets and midstream gathering assets in Pennsylvania, and achieve expected cost synergies;
  2. The length and severity of the recent COVID-19 pandemic, including its impacts across our businesses on demand, operations, global supply chains and liquidity;
  3. Changes in economic conditions, including global, national or regional recessions, and their effect on the demand for, and customers’ ability to pay for, the Company’s products and services;
  4. Changes in the price of natural gas or oil;
  5. Impairments under the SEC’s full cost ceiling test for natural gas and oil reserves;
  6. The creditworthiness or performance of the Company’s key suppliers, customers and counterparties;
  7. Financial and economic conditions, including the availability of credit, and occurrences affecting the Company’s ability to obtain financing on acceptable terms for working capital, capital expenditures and other investments, including any downgrades in the Company’s credit ratings and changes in interest rates and other capital market conditions;
  8. Changes in laws, regulations or judicial interpretations to which the Company is subject, including those involving derivatives, taxes, safety, employment, climate change, other environmental matters, real property, and exploration and production activities such as hydraulic fracturing;
  9. Delays or changes in costs or plans with respect to Company projects or related projects of other companies, including disruptions due to the COVID-19 pandemic, as well as difficulties or delays in obtaining necessary governmental approvals, permits or orders or in obtaining the cooperation of interconnecting facility operators;
  10. The Company's ability to complete planned strategic transactions;
  11. Governmental/regulatory actions, initiatives and proceedings, including those involving rate cases (which address, among other things, target rates of return, rate design and retained natural gas), environmental/safety requirements, affiliate relationships, industry structure, and franchise renewal;
  12. Changes in price differentials between similar quantities of natural gas or oil at different geographic locations, and the effect of such changes on commodity production, revenues and demand for pipeline transportation capacity to or from such locations;
  13. The impact of information technology disruptions, cybersecurity or data security breaches;
  14. Factors affecting the Company’s ability to successfully identify, drill for and produce economically viable natural gas and oil reserves, including among others geology, lease availability, title disputes, weather conditions, shortages, delays or unavailability of equipment and services required in drilling operations, insufficient gathering, processing and transportation capacity, the need to obtain governmental approvals and permits, and compliance with environmental laws and regulations;
  15. Increasing health care costs and the resulting effect on health insurance premiums and on the obligation to provide other post-retirement benefits; 
  16. Other changes in price differentials between similar quantities of natural gas or oil having different quality, heating value, hydrocarbon mix or delivery date;
  17. The cost and effects of legal and administrative claims against the Company or activist shareholder campaigns to effect changes at the Company;
  18. Uncertainty of oil and gas reserve estimates;
  19. Significant differences between the Company’s projected and actual production levels for natural gas or oil;
  20. Changes in demographic patterns and weather conditions;
  21. Changes in the availability, price or accounting treatment of derivative financial instruments;
  22. Changes in laws, actuarial assumptions, the interest rate environment and the return on plan/trust assets related to the Company’s pension and other post-retirement benefits, which can affect future funding obligations and costs and plan liabilities;
  23. Economic disruptions or uninsured losses resulting from major accidents, fires, severe weather, natural disasters, terrorist activities or acts of war;
  24. Significant differences between the Company’s projected and actual capital expenditures and operating expenses; or
  25. Increasing costs of insurance, changes in coverage and the ability to obtain insurance.

The Company disclaims any obligation to update any forward-looking statements to reflect events or circumstances after the date hereof.

Amended as of June 11, 2020

  1. Organization

    The Compensation Committee ("Committee") is a committee of the Board of Directors (the "Board") of National Fuel Gas Company (the "Company").

  2. Membership of the Committee

    The Committee shall consist of no fewer than three members of the Board. Each member of the Committee shall (i) meet the independence requirements of the New York Stock Exchange, as they may be amended from time to time, and any other applicable laws, rules and regulations governing independence; (ii) qualify as a "non-employee director," as defined in Rule 16b-3 promulgated under Section 16 of the Securities Exchange Act of 1934, as amended; (iii) meet the requirements of the Company's Corporate Governance Guidelines; and (iv) meet any additional requirements the Board deems appropriate . All members of the Committee will be appointed by the Board and shall serve at the discretion of the Board. Any vacancy on the Committee shall be filled by majority vote of the Board. No member of the Committee shall be removed except by majority vote of the Board. The chairperson of the Committee shall be designated by the Board, provided that if the Board does not so designate a chairperson, the members of the Committee, by a majority vote, may designate a chairperson.

  3. Committee's Purpose

    The Committee's purposes are:

    1. to exercise delegated authority of the Board regarding compensation of Executive Officers (as defined below) of the Company;
    2. to make recommendations to the Board regarding compensation of directors of the Company;
    3. to exercise authority granted by various compensation plans approved by the Board and/or the Company's shareholders;
    4. to perform activities required of Compensation Committees by applicable law, rules or regulations including the rules of the Securities and Exchange Commission ("SEC") and the New York Stock Exchange (“NYSE”); and
    5. to make recommendations to the Board on compensation-related matters.
  4. Meetings of the Committee

    The Committee shall meet as often as it determines necessary to carry out its duties and responsibilities, but no less than twice annually. The Committee, in its discretion, may ask members of management or others to attend its meetings (or portions thereof) and to provide pertinent information as necessary.

    The chairperson of the Committee shall preside at all meetings of the Committee. He shall determine the agenda for all Committee meetings with the assistance of the Committee members. Each Committee member shall be entitled to suggest the inclusion of items on the agenda, with the final determination of the agenda to be made by the chairperson of the Committee. The chairperson of the Committee shall also determine the timing and length of the meetings, and the time devoted to each topic on the agenda. All procedural matters with respect to the conduct of Committee meetings shall be determined by the chairperson of the Committee, including whether any individuals other than Committee members shall be invited to attend and/or participate in all or any portion of any meetings, and the conditions of such individuals’ attendance and/or participation.

    A majority of the members of the Committee present in person or by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other shall constitute a quorum.

    The Committee may act by unanimous written consent as described in the Company's By-Laws.

    The Committee shall maintain minutes of its meetings and records relating to those meetings and shall report regularly to the Board on its activities, as appropriate.

  5. Committee's Authority and Responsibilities

    To carry out its purpose, the Committee shall also have the following responsibilities.

    1. Shareholder Delegated Authority. Exercise authority delegated by the Company's shareholders with respect to compensation plans. These include, but may not be limited to:
      1. the National Fuel Gas Company 1997 Award and Option Plan, as amended;
      2. the National Fuel Gas Company 2010 Equity Compensation Plan, as amended; and
      3. the National Fuel Gas Company 2012 Annual At Risk Compensation Incentive Plan, including At Risk Awards;
    2. CEO Compensation. At least annually review and approve corporate goals and objectives relevant to CEO compensation, evaluate the CEO's performance in light of those goals and objectives and determine and approve the CEO's compensation level based upon this evaluation. In determining the incentive components of CEO compensation, the Committee may consider a number of factors, including but not limited to the Company's performance and relative shareholder return, the value of similar incentive awards to chief executive officers at comparable companies and the awards given to the Company's CEO in past years.
    3. Non-CEO Compensation. After consultation with the CEO:
      1. Approve base salaries for individuals who have been designated by the Board as "officers" or "executive officers" for purposes of federal securities laws, including Section 16(b) of the Securities Exchange Act of 1934, as amended (collectively "Executive Officers"); and
      2. Approve annual incentive opportunities and cash bonuses of Executive Officers.
    4. Director Compensation. Regularly evaluate the level of compensation for Board and Committee service by non-employee directors and make recommendations regarding same to the Board.
    5. Other Compensation and Benefits
      1. Review the form of life insurance agreements made available to officers from time to time and, with the advice and counsel of the CEO, modify and supplement such agreements if it should deem such action appropriate;
      2. Review the perquisites or other personal benefits made available to officers from time to time and modify and supplement such perquisites or other personal benefits if it should deem such action appropriate; and
      3. Exercise the authority delegated by the Board under the National Fuel Gas Company Executive Annual Cash Incentive Program and the National Fuel Gas Company Non-Employee Directors Deferred Compensation Plan.
    6. Recommendations. Make recommendations to the Board with respect to other compensation, including, but not limited to, incentive compensation plans and equity plans.
    7. CD&A. Review and discuss with management the Company's compensation discussion and analysis (“CD&A”) required to be included in the Company's annual proxy statement and annual report on Form 10-K filed with the SEC and, based on that review and discussion, recommend to the Board that the CD&A be so included.
    8. Compensation Committee Report. Prepare the disclosure required by Item 407(e)(5) of the SEC's Regulation S-K.
    9. Severance and Termination Benefits. Review and recommend to the Board any severance or termination arrangements to be made with any Executive Officer of the Company.
    10. Regular Board Reports. Make regular reports to the Board
    11. Administrative Rules Review. Review from time to time and, as appropriate, amend the Committee's Administrative Rules regarding awards under various compensation plans administered by the Committee;
    12. Other Matters. Investigate and consider such other matters in relation to the compensation of the officers and employees of the Company and its subsidiaries as the Committee may, in its discretion, determine to be advisable.
    13. Authority to Retain Advisors. As deemed necessary or appropriate by the Committee in its sole discretion, retain or obtain the advice of compensation consultants, independent legal counsel or other advisors. The Committee shall be directly responsible for the appointment, compensation, oversight, evaluation and termination of the work of any compensation consultant, independent legal counsel or other advisor retained by the Committee. The Company must provide for appropriate funding, as determined by the Committee, for payment of reasonable compensation to a compensation consultant, independent legal counsel or any other advisor retained by the Committee.

      The Committee may select a compensation consultant, legal counsel or other advisor to the Committee only after taking into consideration all factors relevant to that person's independence from management, including the following:

      1. the provision of other services to the Company by the person that employs the compensation consultant, legal counsel or other advisor;
      2. the amount of fees received from the Company by the person that employs the compensation consultant, legal counsel or other advisor, as a percentage of the total revenue of the person that employs the compensation consultant, legal counsel or other advisor;
      3. the policies and procedures of the person that employs the compensation consultant, legal counsel or other advisor that are designed to prevent conflicts of interest;
      4. any business or personal relationship of the compensation consultant, legal counsel or other advisor with a member of the compensation committee;
      5. any stock of the Company owned by the compensation consultant, legal counsel or other advisor; and
      6. any business or personal relationship of the compensation consultant, legal counsel, other advisor or the person employing the advisor with an executive officer of the Company;

      provided, however, that the Committee is not required to conduct the independence assessment with respect to (i) in-house legal counsel; and (ii) any compensation consultant, legal counsel or other advisor whose role is limited to (a) consulting on any broad-based plan that does not discriminate in scope, terms, or operation, in favor of executive officers or directors of the Company, and that is available generally to all salaried employees, or (b) providing information that either is not customized for a particular company or that is customized based on parameters that are not developed by the compensation consultant, and about which the compensation consultant does not provide advice.

      Nothing herein requires a compensation consultant, legal counsel or other advisor to be independent. The Committee may select or receive advice from any advisor, including advisors that are not independent, after considering the independence factors outlined herein.

    14. Compensation Program Review. Review from time to time with management and any consultants or advisors the adequacy and effectiveness of the compensation programs of the Company, and elicit any recommendations for the improvement of such programs or particular areas where new or different programs are desirable, and recommend that the Board amend or adopt programs if the Committee deems appropriate.
    15. Delegation to Subcommittees. The Committee may form subcommittees and may delegate to such subcommittees such power and authority of the Committee as the Committee deems appropriate; provided, however, that no subcommittee shall consist of fewer than two members; and provided further that the Committee shall not delegate to a subcommittee any power or authority required by any law, regulation or listing standard to be exercised by the Committee as a whole.
    16. Charter Review. On an annual basis, review the adequacy of this Compensation Committee Charter ("Charter") and recommend to the Board any modifications to this Charter, which the Committee deems appropriate, for approval by the Board.
  6. Role of CEO

    The CEO may make, and the Committee may consider, recommendations to the Committee regarding the Company's compensation and employee benefit plans and practices, including its executive compensation plans, its incentive-compensation and equity-based plans with respect to Executive Officers other than the CEO.

  7. Annual Performance Evaluation

    The Committee shall conduct an annual performance evaluation of the Committee.

    * * *

    While the members of the Committee have the duties and responsibilities set forth in this Charter, nothing contained in this Charter is intended to create, or should be construed as creating, any responsibility or liability of members of the Committee.