David H. Anderson
NATIONAL FUEL GASAbout David H. Anderson
David H. Anderson (age 63) has served as an independent director of National Fuel Gas Company since 2019. He is a retired CPA and Chartered Global Management Accountant with a B.B.A. in Accounting from Texas Tech University, and qualifies as an SEC-defined audit committee financial expert. Anderson brings senior executive leadership across natural gas, electric, and water utilities, with deep expertise in financial and operational management, risk oversight, and sustainability .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Northwest Natural Holding Company (NYSE: NWN) | Chief Executive Officer; Director | Joined 2004; roles include COO, CFO, President before CEO | Led regulated utility operations; oversaw financial reporting; sustainability via Northwest Natural Renewables, LLC |
| TXU Gas Company | Senior Vice President & Chief Financial Officer | Prior to 2004 | Financial management in regulated utility; qualified as financial expert |
| TXU Corporation | Chief Accounting Officer | Prior to 2004 | Financial reporting and controls in energy services company |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Gas Association | Director; Past Chair of the Board; Co-Chair AGA Clean Energy Task Force | Ongoing | Industry leadership; clean energy task force co-lead |
| Oregon Global Warming Commission | Past Service | Prior | Environmental policy input |
| Northwest Natural Renewables, LLC | Involvement (subsidiary of NWN focused on decarbonization solutions) | Ongoing | Decarbonization initiatives and sustainability perspective |
Board Governance
- Committee memberships: Audit; Compensation; Financing .
- Chair roles: None (Compensation Chair: J. Jaggers; Audit Chair & Lead Independent Director: J. W. Shaw; Nominating/Corporate Governance Chair: R. Ranich) .
- Independence: Board determined Anderson is independent under NYSE and SEC standards; 10 of 11 directors independent .
- Attendance: All directors attended at least 75% of combined Board and committee meetings in fiscal 2024; all directors attended the 2024 Annual Meeting .
- Board/Committee activity: Board met 4 times; Audit 9; Compensation 5; Financing 1; Nominating/Corporate Governance 4 in fiscal 2024 .
- Audit Committee financial expert: Board determined Anderson is one of three audit committee financial experts (with Baumann and Shaw) .
- Lead Independent Director: Jeffrey W. Shaw; independent directors held executive sessions consistent with NYSE standards .
Fixed Compensation
| Component | Fiscal 2024 Amount | Notes |
|---|---|---|
| Cash retainer | $111,250 | Non-employee directors received quarterly cash retainers; rates increased for final quarter of FY2024 per Board review . |
| Stock awards (quarterly equity) | $175,053 | Aggregate grant-date fair value; issued quarterly on 10/2/2023 ($43,763), 1/2/2024 ($43,765), 4/1/2024 ($43,759), 7/1/2024 ($43,766) . |
| Other compensation | $8 | Blanket travel insurance premium . |
| Total | $286,311 | Sum of cash, stock, and other . |
- Director equity plan terms: Shares issued quarterly; nontransferable until the later of two years from issuance or six months after cessation of service (transfer restrictions lapse upon death) .
- Deferred Compensation Plan: Directors may defer cash retainers and quarterly stock awards into the DCP; cash accounts accrue interest at Moody’s Average Corporate Bond Yield; stock accounts accrue dividend equivalents; payouts per deferral elections; obligations are unsecured .
Performance Compensation
- Not applicable. Non-employee director compensation consists of cash retainer and quarterly stock awards; no performance-based metrics disclosed for directors .
Other Directorships & Interlocks
| Company | Role | Notes |
|---|---|---|
| Northwest Natural Holding Company (NYSE: NWN) | CEO; Director | Current public company role; regulated natural gas utility . |
- Related person transactions: Company reported none in fiscal 2024 .
- Charitable contributions: None to organizations where a director served as an executive officer exceeding the greater of $1 million or 2% of such organization’s revenues over the preceding three years .
- Compensation Committee interlocks/insider participation: None required to be disclosed .
Expertise & Qualifications
- Financial expertise: Retired CPA and CGMA; qualifies as audit committee financial expert .
- Regulated industry leadership: Decades in natural gas utilities and energy services; risk management, regulatory compliance, government relations .
- Sustainability credentials: Engagement with Northwest Natural Renewables; past service on Oregon’s Global Warming Commission; contributes environmental stewardship perspective .
Equity Ownership
| Holder | ESOP | 401(k) | Beneficially Owned Shares | Percent of Class | Notes |
|---|---|---|---|---|---|
| David H. Anderson | 0 | 0 | 8,336 | * (<1%) | Includes 212 shares in a family trust (shared voting/investment); includes 2,951 shares under DCP (no voting/investment). Additionally holds 11,809 deferred stock units under DCP not distributable within 60 days after separation as of 12/16/2024 . |
| Shares outstanding (12/16/2024) | — | — | 90,710,599 | — | Company total shares outstanding for context . |
- Director stock ownership guidelines: Non-employee directors must beneficially own Company stock equal to at least 5x the annual cash retainer by the end of the fifth year of service; all directors are in compliance .
- Hedging/pledging policy: Directors and executive officers are prohibited from hedging (puts, calls, straddles, swaps or other derivatives linked to Company stock), short sales, and pledging Company equity as collateral .
Governance Assessment
- Board effectiveness: Anderson strengthens audit oversight (financial expert), compensation governance (committee member), and financing oversight, with consistent attendance and independence affirmed by the Board—supportive of investor confidence .
- Alignment and incentives: Director pay is balanced (cash + equity) with transfer restrictions and optional deferral via DCP; ownership guidelines ensure “skin in the game,” and hedging/pledging bans reinforce alignment .
- Conflicts and related-party exposure: No related person transactions in FY2024; corporate policies require Audit Committee review of any such transactions; Anderson’s concurrent NWN CEO role is disclosed, but independence is affirmed and no transactions are reported—no disclosed red flags .
- Committee rigor: Audit met 9x; Compensation 5x; Financing 1x; Nominating 4x; all directors ≥75% attendance—indicates active oversight cadence .
- Shareholder signals: Say-on-pay support at 96.4% in 2024 suggests broad approval of compensation governance; Compensation Committee uses independent consultants, with no consultant conflicts .