David C. Carroll
NATIONAL FUEL GASAbout David C. Carroll
Independent director of National Fuel Gas Company; age 68; director since 2012. He is former President and Chief Executive Officer of GTI Energy (2006–2022), with prior senior roles at Praxair, Chicago Bridge & Iron, and Air Products, and holds a B.S. in Chemical Engineering (University of Pittsburgh), MBA (Lehigh), and completed the Stanford Executive Program. Core credentials span energy technology and transition, unconventional gas, and pipeline integrity, aligning with NFG’s portfolio; current Board committees: Executive and Nominating/Corporate Governance.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GTI Energy | President & CEO | 2006–2022 | Led development, scaling, and deployment of energy transition solutions; broadened industry policy perspective |
| GTI Energy | VP, Business Development | 2001–2006 | Built commercialization pipeline for energy technologies |
| Praxair; Chicago Bridge & Iron; Air Products | Technical/Management positions | Various years | Industrial gases and engineering operations experience; safety and reliability focus |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Gas Foundation | Trustee | Current | Research on energy matters affecting public policy (trustee oversight) |
| Inter-Atlantic Energy Capital Ventures | Strategic Advisor | Current | Advises early-stage fund on sustainability/digital transformation in gas industry |
| Mountain View Clean Energy | Technical Advisory Board Member | Current | Guidance on low-carbon hydrogen and related fuels development |
Board Governance
- Independence: Board determined Carroll is independent; NFG has 10 of 11 directors independent.
- Committee assignments: Executive; Nominating/Corporate Governance (Nominating/CG oversees ESG strategy and reporting).
- Attendance: All directors attended ≥75% of aggregate Board and committee meetings; all directors attended the 2024 Annual Meeting.
- 2024 meeting cadence: Board (4); Audit (9); Compensation (5); Financing (1); Nominating/CG (4); Executive (0).
- Lead Independent Director: Jeffrey W. Shaw; regular executive sessions without management.
- Related person transactions: None in fiscal 2024; charitable contributions to director-affiliated organizations above thresholds: none.
Fixed Compensation (Director)
| Component (FY2024) | Amount | Notes |
|---|---|---|
| Cash retainer | $111,250 | Quarterly cash rate $27,500 for first 3 quarters, $28,750 in final quarter; Carroll not a chair/LID; amounts reflect his role |
| Stock awards (quarterly common stock) | $175,053 | Aggregate grant-date fair value under Director Equity Compensation Plan; quarterly average prices: $51.065 (Oct 2, 2023; $43,763), $50.595 (Jan 2, 2024; $43,765), $53.365 (Apr 1, 2024; $43,759), $54.30 (Jul 1, 2024; $43,766) |
| Other compensation | $8 | Blanket travel insurance premium |
| Total | $286,311 | Sum of components above |
- Program structure: Non-employee directors receive quarterly common stock (~$175,000 value) plus cash retainer; shares are nontransferable until the later of two years from issuance or six months post-service, with exceptions on death. Ownership guideline: ≥5× annual cash retainer; all directors in compliance.
Performance Compensation (Director)
| Performance Metric | Target/Weight | FY2024 Outcome |
|---|---|---|
| None disclosed for directors (director pay is cash retainer + quarterly stock; no options or performance-based director equity) | N/A | N/A |
NFG’s performance metrics (EBITDA, TSR, ROC, emissions) apply to executive compensation, not director pay.
Other Directorships & Interlocks
| Company | Role | Status | Notes |
|---|---|---|---|
| Public company boards | — | None disclosed | Carroll’s biography lists external advisory/trustee roles; no public company directorships identified. |
| Network ties | GTI Energy (Carroll former CEO); David F. Smith (former GTI Energy director) | Historical overlap | Illustrates industry network; no related-party transactions reported at NFG in FY2024. |
Expertise & Qualifications
- Energy transition/technology; unconventional gas production; transmission and distribution integrity; global policy engagement.
- Education: B.S. Chemical Engineering (University of Pittsburgh); MBA (Lehigh University); Stanford Executive Program.
Equity Ownership
| Category (as of Dec 16, 2024) | Shares | Notes |
|---|---|---|
| ESOP | 0 | Not applicable for non-employee directors |
| 401(k) Plan | 0 | Not applicable for non-employee directors |
| Otherwise beneficially owned | 32,583 | Includes 2,951 shares in DCP; no voting/investment power over DCP units |
| Additional deferred stock units (DCP) | 11,809 | Not distributable within 60 days post-separation at measurement date |
| Percent of class | <1% | Denoted by asterisk in the proxy table |
- Hedging/Pledging: Directors may not hedge or pledge Company stock; short sales and derivatives prohibited by policy.
- Ownership guideline: Directors must hold ≥5× annual cash retainer; all directors are compliant (includes Carroll).
- Transfer restrictions: Director equity nontransferable until the later of two years from issuance or six months after service ends (except on death).
Governance Assessment
- Board effectiveness: Strong independent majority (10/11), active committee oversight, ESG integrated under Nominating/CG, and robust risk/ERM reviews quarterly. Attendance and engagement metrics are solid.
- Alignment and safeguards: Director ownership requirements, prohibition on hedging/pledging, insider trading controls, and no related-person transactions bolster investor confidence.
- Shareholder signals: Say-on-pay support at 96.4% in 2024 indicates broad investor alignment with compensation governance.
- RED FLAGS: None disclosed for Carroll—no related-party transactions, no pledging, and satisfactory attendance. Continuous monitoring advisable given historical industry interlocks, but the proxy reports no conflicts in FY2024.