Barbara M. Baumann - Director | NATIONAL FUEL GAS (NFG) Executive Profile & Compensation

About Barbara M. Baumann

Independent director of National Fuel Gas Company (NFG), age 69, serving since 2020 with Audit and Financing Committee assignments; designated an audit committee financial expert. She is President of Cross Creek Energy Corp., with prior senior roles at Amoco/BP (including CFO of Ecova Corporation) and energy private equity, and holds a B.A. from Mount Holyoke College and an M.B.A. from the Wharton School. Current public company directorship: Devon Energy Corporation; she also chairs the independent Board of Trustees of Putnam Mutual Funds .

Past Roles

Organization	Role	Tenure	Committees/Impact
Amoco (later BP Amoco)	Various finance/operations roles; CFO of Ecova Corp. (environmental remediation)	1981 onward (dates within Amoco career not fully specified)	Corporate finance, risk management; qualifies as financial expert
Amoco San Juan Basin Business Unit	Vice President	Not disclosed	E&P operating leadership
Associated Energy Managers (energy-focused PE)	Executive Vice President	Pre-2003 (prior to Cross Creek founding)	Strategic planning, capital markets
Cross Creek Energy Corp.	President (founder)	Since 2003	Energy advisory; strategic planning

External Roles

Organization	Role	Tenure/Status	Notes
Devon Energy Corporation (NYSE: DVN)	Director	Current	Public company board service
Putnam Mutual Funds	Chair, independent Board of Trustees	Current	Oversight of large mutual fund complex

Board Governance

Independence: The Board determined Baumann is independent under NYSE rules .
Committees: Audit; Financing; not a chair of either .
Audit Committee financial expert: Board determined Baumann is an “audit committee financial expert” (SEC definition) .
Board/Committee activity and attendance: Fiscal 2024 meetings — Board (4), Audit (9), Compensation (5), Financing (1), Nominating/Governance (4); all directors attended at least 75% of aggregate Board and applicable committee meetings and attended the 2024 Annual Meeting .
Lead Independent Director: Jeffrey W. Shaw .
Executive sessions: Non-management and independent director sessions held regularly .

Fixed Compensation (Director)

Component	FY 2024 Amount	Notes
Cash retainer	$111,250	Quarterly cash retainer increased from $27,500/quarter to $28,750 in final quarter; Baumann’s total cash fees reflect standard director retainer without chair adders .
Additional chair/lead fees	$0	Not a chair or lead independent director .

Performance Compensation (Director Equity & Alignment)

Grant Date	Average Price	Fair Value per Quarterly Grant	Vesting/Transferability
Oct 2, 2023	$51.065	$43,763	Nontransferable until later of 2 years from issuance or 6 months post-service; lapses upon death .
Jan 2, 2024	$50.595	$43,765	Same as above .
Apr 1, 2024	$53.365	$43,759	Same as above .
Jul 1, 2024	$54.30	$43,766	Same as above .

FY 2024 total stock awards: $175,053 (aggregate of quarterly grants) .
Aggregate compensatory shares paid (all service years) as of Sept 30, 2024: 15,568 shares .
Director equity plan structure: Quarterly common stock issuance; portion of compensation in cash; directors not in employee compensation plans .
Ownership guidelines: Non-employee directors must own ≥5x annual cash retainer within 5 years; all directors in compliance .
Hedging/pledging: Directors may not hedge (puts/calls/swaps/derivatives) or pledge NFG equity; short sales prohibited .
Deferred compensation: Eligible to defer cash retainer and quarterly stock awards under the DCP; stock accounts accrue dividend equivalents; cash accounts accrue interest at Moody’s Average Corporate Bond Yield (quarterly equivalent) .

Other Directorships & Interlocks

Entity	Relationship to NFG	Potential Interlock/Conflict Commentary
Devon Energy (DVN)	External public company directorship	E&P sector exposure provides industry insight; no “related person transactions” disclosed by NFG in FY 2024; independence affirmed under NYSE rules .
Putnam Mutual Funds	Chair, independent trustees	Institutional investor perspective; no related transactions disclosed; independence maintained .

Expertise & Qualifications

Financial expertise: Audit committee financial expert; prior CFO experience; deep capital markets and corporate finance background .
E&P operational experience: VP San Juan Basin unit; strategic planning in E&P and midstream; private equity energy investing .
Education: B.A. Mount Holyoke; M.B.A. Wharton .

Equity Ownership

Holder	Shares Beneficially Owned	% of Outstanding	Notes
Barbara M. Baumann	18,493	<1%	Beneficial ownership as of Dec 16, 2024; percent denoted as less than 1% per filing .

Insider trading policy: Applies to directors; prohibits trading when in possession of MNPI and hedging transactions; Rule 10b5-1 plans must avoid hedging positions on covered securities .

Governance Assessment

Strengths
- Independent director with robust E&P and finance credentials; designated audit committee financial expert, enhancing oversight of reporting and risk management .
- Solid engagement: Committee service (Audit, Financing); Board-level attendance >=75% and Annual Meeting attendance, supporting board effectiveness .
- Alignment: Compliance with stringent stock ownership guidelines; ongoing quarterly equity awards; prohibition on hedging/pledging reduces misalignment risk .
- Conflicts: No related person transactions disclosed; independence confirmed under NYSE standards .
Watch items
- External E&P directorship (Devon) warrants continued monitoring for any potential competitive or transactional overlaps; NFG’s procedures require Audit Committee review of any related person transactions if they arise .
RED FLAGS
- None identified in NFG’s FY 2024 disclosures: no related-party transactions; hedging/pledging prohibited; strong say-on-pay outcome (96.4%) supports overall governance environment, albeit focused on executives rather than directors .