David F. Smith
NATIONAL FUEL GASAbout David F. Smith
David F. Smith (age 71) is Chairman of the Board of National Fuel Gas Company and an independent director under NYSE standards. He has served on the Board since 2007 (≈18 years of tenure as of the March 13, 2025 annual meeting). Smith holds a B.A. in Political Science from SUNY Fredonia and a J.D. from the University at Buffalo School of Law. He is the former CEO (2008–2013), President (2006–2010), and COO (2006–2008) of NFG, with prior leadership roles across each of the Company’s major subsidiaries.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Fuel Gas Company | Chief Executive Officer | 2008–2013 | Led transformation from regional utility to diversified energy company; deepened insights in pipeline safety, reliability, customer preferences, and culture |
| National Fuel Gas Company | President | 2006–2010 | Senior leadership over diversified segments |
| National Fuel Gas Company | Chief Operating Officer | 2006–2008 | Oversight across operations |
| NFG subsidiaries (various) | President and/or Chairman | Various | Leadership roles across major subsidiaries |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Gas Association | Director (former) | N/A | Industry leadership and policy engagement |
| GTI Energy | Director (former) | N/A | Research/training on energy transition solutions |
| Northeast Gas Association | Chairman (former) | N/A | Regional industry leadership |
| Business Council of New York State | Chairman of the Board (former) | N/A | Statewide business advocacy |
Board Governance
- Independence and roles: The Board determined Smith is independent. He serves as Chairman of the Board and chairs the Executive and Financing Committees. The Board re-elected Smith as Chairman in March 2024. The CEO role is separate (held by David P. Bauer). Jeffrey W. Shaw serves as Lead Independent Director. Ten of eleven directors are independent.
- Committees and activity: In fiscal 2024, the Board held 4 meetings; Audit (9), Compensation (5), Financing (1), Nominating/Corporate Governance (4). Smith chaired the Executive Committee (0 meetings) and Financing Committee (1 meeting). All directors attended at least 75% of aggregate Board and committee meetings and all attended the 2024 Annual Meeting; directors are expected to attend the 2025 meeting.
- Hedging/pledging policy: Directors and executive officers may not hedge or pledge Company stock; short sales, options, swaps, and other derivatives linked to Company stock are prohibited.
- Related person transactions: The Company reported no related person transactions in fiscal 2024; Audit Committee oversees related-party review.
- Risk oversight: The Board retains oversight of strategic, financial, operational, ESG, and cybersecurity risks, with quarterly reporting through the ERM process. Nominating/Corporate Governance Committee oversees corporate responsibility matters.
Fixed Compensation (Director)
| Component | FY2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $111,250 | $27,500 per quarter for first three quarters; $28,750 in Q4 after increase |
| Additional retainer – Chairman of the Board | $103,750 | $25,000 per quarter for first three quarters; $28,750 in Q4 |
| Total cash fees (table reported) | $215,000 | Consistent with Director Compensation Table |
| Deferred Compensation Plan (DCP) eligibility | Yes | May defer cash and stock; cash accrues interest at Moody’s Average Corporate Bond Yield; stock accounts accrue dividend equivalents; unsecured obligation of the Company |
Performance Compensation (Director)
| Component | FY2024 Amount | Structure | Vesting/Terms |
|---|---|---|---|
| Quarterly stock awards (aggregate grant-date fair value) | $175,053 | Paid in common stock under Director Equity Compensation Plan | Nontransferable until later of 2 years from issuance or 6 months after service cessation; restrictions lapse upon death; quarterly grant values based on average high/low prices on grant dates ($43,763 on 10/2/23; $43,765 on 1/2/24; $43,759 on 4/1/24; $43,766 on 7/1/24) |
Note: Directors do not receive performance-conditioned equity; awards are time-based stock.
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed (current public companies) | — | — | Smith’s biography lists prior roles at AGA and GTI Energy; no current public company boards disclosed. |
| Compensation Committee interlocks (Company disclosure) | N/A | N/A | Company discloses no compensation committee interlocks or insider participation. |
Expertise & Qualifications
- Core credentials: 35+ years with NFG; led Company as CEO; extensive leadership in regulated utility, pipeline/storage, gathering, and E&P operations. Provides insights on safety, reliability, regulatory landscape, and stakeholder relations.
- Education: B.A., SUNY Fredonia; J.D., University at Buffalo School of Law.
Equity Ownership
| Holding Category | Shares |
|---|---|
| ESOP | 2,269 |
| 401(k) Plan | 23,128 |
| Otherwise beneficially owned (includes certain DCP units) | 315,659 (includes 210,772 in a family partnership; includes 14,760 DCP units counted as beneficially owned) |
| Total beneficial ownership | 341,056 (less than 1% of outstanding shares) |
| Shares pledged | None disclosed; pledging is prohibited by policy |
| Director ownership guideline | 5x annual cash retainer; all directors are in compliance |
Notes:
- Family partnership: 210,772 shares held through a family partnership; Smith shares voting and investment power.
- DCP: 14,760 shares beneficially owned under the DCP included in beneficial ownership.
Governance Assessment
- Strengths supporting investor confidence:
- Independent Chairman with long company experience; separate CEO role; Lead Independent Director in place; 10/11 directors independent.
- Strong attendance and engagement; all directors met at least 75% meeting attendance and attended the 2024 Annual Meeting.
- Robust alignment policies: director stock ownership guideline (5x cash retainer) and universal compliance; hedging and pledging prohibitions.
- No related-party transactions reported in FY2024; clear review procedures under Audit Committee charter.
- Watch items (contextual):
- Former CEO serving as independent Chair can raise independence scrutiny; mitigated by separate CEO, designated Lead Independent Director, and majority-independent board.
- Equity awards to directors are time-based stock, not performance-conditioned; mitigated by ownership guideline and anti-hedging/pledging restrictions.
Appendix: Committee Assignments (as of FY2024)
| Committee | Role |
|---|---|
| Executive Committee | Chair |
| Financing Committee | Chair |
Shareholder Sentiment Context (Company-wide)
- Say-on-Pay support: 96.4% approval in 2024; Compensation Committee made no significant changes based on the result. While this pertains to NEO pay, it signals overall support for governance and pay programs.