Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 13, 2019, the Board of Directors
(Board) of National Fuel Gas Company (the Company) elected David H. Anderson to serve as a director of the Company, to hold office until the Companys next Annual Meeting of Stockholders. Mr. Anderson is President
and Chief Executive Officer of Northwest Natural Holding Company and Northwest Natural Gas Company. Mr. Anderson has been named to the Boards Audit and Compensation Committees.
The Company will compensate Mr. Anderson in the same manner it compensates its other
non-employee
directors, as
described at page 17 of the Companys proxy statement filed January 18, 2019. In addition, like the Companys other directors, Mr. Anderson has received an indemnification agreement, the terms of which are described in the
Companys Form
8-K
filed September 18, 2006.
On June 13, 2019, the Board elected David P. Bauer
President and Chief Executive Officer of the Company, Karen M. Camiolo Treasurer and Principal Financial Officer of the Company, and Elena G. Mendel Controller and Principal Accounting Officer of the Company. The appointments are effective
July 1, 2019. Mr. Bauer, age 50, whose pending succession to the positions of President and Chief Executive Officer was previously disclosed by the Company, will resign the positions of Treasurer and Principal Financial Officer of the
Company and President of National Fuel Gas Supply Corporation effective July 1, 2019. Ms. Camiolo will resign the positions of Controller and Principal Accounting Officer of the Company effective July 1, 2019. Neither Mr. Bauer
nor Ms. Camiolo nor Ms. Mendel is employed pursuant to an employment agreement with the Company.
Ms. Camiolo, age 60, has served as
Controller and Principal Accounting Officer of the Company since 2004, and over the course of her tenure had been named Controller of the Companys utility, midstream and interstate pipeline and storage subsidiaries. Ms. Camiolo has also
served as Vice President of the Companys utility subsidiary since 2015.
Ms. Mendel, age 53, has served as Assistant Controller of the
Companys utility and interstate pipeline and storage subsidiaries since 2017. Prior to serving as Assistant Controller, Ms. Mendel had served as Chief Auditor since 2012.
In connection with these changes, the Compensation Committee of the Board on June 12, 2019 increased the annual salaries of Mr. Bauer and
Ms. Camiolo to $800,000 and $415,000, respectively, effective July 1, 2019. In addition, the Compensation Committee granted Mr. Bauer 10,821 restricted stock units with a grant date of July 1, 2019 under the Companys 2010
Equity Compensation Plan. The restricted stock units will vest in two installments, as follows: 5,410 on July 1, 2022 and 5,411 on July 1, 2023. No dividend equivalents will be provided in respect of the restricted stock units. The
Compensation Committee also increased the annual salary of Ms. Mendel, effective July 1, 2019, to a level consistent with her experience and scope of