NATIONAL FUEL GAS (NFG)
Sector: Utilities
2026 Annual Meeting Analysis
NATIONAL FUEL GAS · Meeting: March 12, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of Directors
Independent director with strong financial and energy industry credentials; joined in 2019; NFG's 3-year TSR outperforms peer median by 35.3pp, well below the 50pp trigger threshold for strong-positive-TSR companies; no overboarding, attendance, or independence concerns.
CEO and executive director; subject to same TSR trigger as all other directors; NFG's 3-year TSR outperforms peer median by 35.3pp, which does not trigger a No vote; no overboarding or independence concerns applicable to an executive director.
Independent director with deep E&P and financial expertise; joined in 2020; TSR trigger does not apply; serves on Devon Energy board but no overboarding concern (2 public boards total); no other flags.
Independent director with over 30 years of energy industry and technology experience; joined in 2012; TSR trigger does not apply given NFG's strong outperformance of peer median; no attendance, overboarding, or independence concerns.
Independent director with operational and manufacturing expertise; joined in 2018; NFG TSR outperforms peer median by 35.3pp, well below trigger threshold; serves on Allient Inc. board (2 public boards total), no overboarding concern.
Independent director with 40+ years of E&P experience; joined in 2015; TSR trigger does not apply; serves as Compensation Committee Chair with no independence issues; no overboarding or attendance concerns.
Independent director with global energy and sustainability advisory experience; joined in 2016; TSR trigger does not apply; serves as Nominating/Corporate Governance Committee Chair; no overboarding, attendance, or independence concerns.
Lead Independent Director and Audit Committee Chair; CPA with extensive natural gas utility CEO experience; joined in 2014; TSR trigger does not apply; serves on no other public company boards; no flags.
Independent director with 36 years of natural gas industry leadership experience; joined in 2016; TSR trigger does not apply; serves on Duke Energy and Truist Financial boards (3 public boards total), within the 4-board overboarding limit; no other concerns.
Non-executive Chairman and former CEO of NFG; joined in 2007; classified as independent by the board; TSR trigger does not apply given NFG's strong peer outperformance; no overboarding or attendance concerns.
Independent director and former NFG CEO with deep industry expertise; joined in 2014; serves on CMS Energy and Consumers Energy boards (3 public boards total), within the overboarding limit; TSR trigger does not apply; no other concerns.
All 11 director nominees receive a FOR recommendation. NFG's 3-year total shareholder return of 78.5% outperforms its compensation peer group median by 35.3 percentage points, which is below the 50-percentage-point threshold that would trigger a No vote for a company with strong positive absolute returns. No directors are overboarded, all attended at least 75% of meetings in fiscal 2025, audit committee members have appropriate financial expertise, and no problematic independence or familial relationship issues were identified.
Say on Pay
✓ FORCEO
David P. Bauer
Total Comp
$9,119,455
Prior Support
87.6%%
CEO David Bauer received total compensation of approximately $9.1 million, which the company's own peer benchmarking places at the 39th percentile of its corporate peer group — below the median — indicating pay is not excessive relative to comparably sized energy company peers. The pay structure is well-designed, with 84% of the CEO's target compensation at risk (variable), including performance stock awards tied to three-year relative total shareholder return, return on capital, and emissions reduction goals — all long-term, objective, and meaningful metrics. NFG's stock has delivered a 78.5% total return over three years, significantly outperforming its peer group median, meaning above-benchmark incentive pay would be justified even if it existed; and prior say-on-pay support was a healthy 87.6%, reflecting broad shareholder satisfaction with the program.
Auditor Ratification
✗ AGAINSTAuditor
PricewaterhouseCoopers LLP
Tenure
84 yrs
Audit Fees
$2,393,999
Non-Audit Fees
$646,856
PricewaterhouseCoopers has been NFG's auditor since 1941 — a tenure of approximately 84 years, far exceeding the 25-year threshold that triggers a No vote under our policy. While the audit committee provides a rationale for continued engagement (citing institutional knowledge, audit quality, and operational efficiency) and notes that the lead partner is rotated every five years, our policy requires a confirmed, specific, and compelling justification to override the tenure trigger, and an 84-year relationship represents an extreme concentration of auditor dependency that raises legitimate independence concerns. The non-audit fee ratio is approximately 27% of audit fees (well within the 50% limit), so fees alone are not a concern, but the extraordinary tenure alone is sufficient to warrant a No vote.
Overall Assessment
NFG's 2026 annual meeting ballot contains three proposals: director elections, say-on-pay, and auditor ratification. All 11 director nominees and the executive compensation program receive FOR recommendations based on strong stock performance, well-structured pay, and clean governance — but PricewaterhouseCoopers receives an AGAINST recommendation solely due to its extraordinary 84-year auditor tenure, which far exceeds the policy's 25-year threshold despite the audit committee's stated rationale for continuation.
Compensation Peer Group
19 companies disclosed in 2026 proxy filing