David P. Bauer
NATIONAL FUEL GASAbout David P. Bauer
David P. Bauer (age 55) is President and Chief Executive Officer of National Fuel Gas Company (NFG) and a director since 2020; he has served as CEO since 2019. He holds a B.S. in Accounting from Boston College and previously spent a decade at PricewaterhouseCoopers (1991–2001), bringing deep finance and audit expertise to strategy, capital allocation, and risk oversight . Executive pay is heavily performance-linked: in FY2024, 84% of Bauer’s target pay was variable, with 63% in equity; NFG’s FY2024 consolidated EBITDA (as defined for PVP) was $1,186 million and the cumulative value of a $100 investment in NFG stock reached $173.96 by FY2024, context for multi-year performance alignment .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| National Fuel Gas Company | President & CEO | 2019–present | Leads integrated strategy, modernization, and Appalachian development with focus on capital allocation and risk management . |
| National Fuel Gas Company | Treasurer & Principal Financial Officer | 2010–2019 | Oversaw corporate finance and capital markets across cycles . |
| National Fuel Gas Supply Corp. | President | 2016–2019 | Led regulated pipeline/storage business during expansion and rate case execution . |
| NFG subsidiaries | Assistant Treasurer/Treasurer | 2004–2019 | Advanced funding and liquidity for operating units . |
| PricewaterhouseCoopers LLP | Public accounting | 1991–2001 | Audit/financial reporting foundation for governance and controls . |
External Roles
| Organization | Role | Years |
|---|---|---|
| American Gas Association | Director | Current |
| Invest Buffalo Niagara | Director | Current |
Fixed Compensation
- Base salary (calendar 2024): increased to $1,080,000 from $1,040,000, remaining below energy industry 50th percentile per consultant benchmarking .
- FY2024 salary earned: $1,070,000; All Other Compensation: $187,389 (401(k)/Tophat contributions, $15,000 executive life insurance, travel accident, and perquisites including tax prep, event tickets, LTD contributions) .
Multi-year CEO compensation (Fiscal years)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | 972,500 | 1,025,000 | 1,070,000 |
| Stock Awards ($, grant-date FV) | 3,657,593 | 3,999,543 | 4,097,448 |
| Non-Equity Incentive ($) | 1,610,703 | 1,326,094 | 1,478,606 |
| Change in Pension Value ($) | 53,382 | 1,244,524 | 1,819,723 |
| All Other Compensation ($) | 184,248 | 175,141 | 187,389 |
| Total ($) | 6,478,426 | 7,770,302 | 8,653,166 |
Performance Compensation
- Annual cash incentive (AARCIP) target: 125% of base salary; FY2024 payout achieved 110.55% of target ($1,478,606 vs $1,337,500 target) on weighted objectives including EBITDA (two-year averaged), safety, and DEI .
FY2024 AARCIP detail – CEO
| Metric | Weight | Performance vs target | Weighted % achieved |
|---|---|---|---|
| Consolidated EBITDA (2-yr avg) | 0.25 | 81% | 20.25 |
| Regulated EBITDA (2-yr avg) | 0.20 | 117% | 23.40 |
| Seneca (E&P) EBITDA (2-yr avg) | 0.10 | 76% | 7.60 |
| Midstream EBITDA (2-yr avg) | 0.10 | 93% | 9.30 |
| Operational safety & emissions (Utility) | 0.05 | 100% | 5.00 |
| Safety (DART) | 0.15 | 100% | 15.00 |
| Diversity & Inclusion | 0.05 | 200% | 10.00 |
| Total | 1.00 | — | 110.55% |
| Target / Actual Incentive ($) | — | — | $1,337,500 / $1,478,606 |
- Long-term incentives (standard FY2024): Target $4,100,000 (380% of salary), allocated two-thirds to performance shares (Relative TSR, Relative ROC, plus 4% emissions goal) and one-third to time-vested RSUs (3-year vesting) .
FY2024 equity grants (Dec 6, 2023) – CEO
| Award type | Threshold | Target | Max | Grant-date FV ($) |
|---|---|---|---|---|
| ROC performance shares | 14,246 sh | 28,491 sh | 56,982 sh | 1,266,501 |
| TSR performance shares | 1,781 sh | 28,491 sh | 56,982 sh | 1,322,267 |
| ESG emissions performance shares | 1,819 sh | 3,638 sh | 7,276 sh | 159,962 |
| Time-based RSUs (3-yr) | — | 29,061 sh | — | 1,348,717 |
- Historical LTI performance: For the FY2022 grant cycle, NFG’s three-year TSR ranked ~33rd percentile (payout ~16.7% of target) and ROC ~57th percentile (payout ~90.5% of target), demonstrating formulaic linkage to relative results .
Equity Ownership & Alignment
- Beneficial ownership (12/16/2024): 14,631 shares in 401(k) and 74,243 other shares; includes 2,196 shares held by children; beneficial ownership is less than 1% of outstanding shares .
- Deferred stock units: 205,193 DSUs (not counted as beneficial within 60-day window) .
- Ownership guideline: CEO 6x salary; Bauer holds ~17x base salary and exceeds requirement (as of 12/16/2024) .
- Hedging/pledging: Directors and executive officers may not hedge or pledge company stock; short sales and derivatives are prohibited .
Outstanding equity at FY2024 year-end (older → newer)
| Grant date | Unvested RSUs (#) | Unearned ROC PSUs (# est) | Unearned TSR PSUs (# est) | Unearned ESG PSUs (# est) |
|---|---|---|---|---|
| 12/2/2021 | 6,388 | 18,624 | 3,105 | 1,189 |
| 12/1/2022 | 13,691 | 19,924 | 1,245 | 1,272 |
| 12/6/2023 | 29,061 | 14,246 | 28,491 | 1,819 |
Note: Estimated counts reflect threshold/target status as of FY2024 per proxy methodology; final payouts depend on full-cycle performance .
Employment Terms
- Contract structure: No employment agreement; covered by Employment Continuation and Noncompetition Agreement (change-in-control only) .
- Change-in-control (CIC): Double-trigger; severance equals 1.99× (base salary + average of prior two annual bonuses); no tax gross-ups; 18 months of health benefits; optional non-compete payment equals 1× (base salary + two-year average bonus) if elected .
- Clawback: NYSE-compliant clawback for incentive-based compensation tied to financial reporting measures, including TSR; no indemnification for clawback amounts .
Selected CIC and termination economics (as of 9/30/2024)
| Component | Amount / Terms |
|---|---|
| CIC severance (CEO) | $5,071,314 lump sum (1.99× base + avg bonus) |
| Non-compete payment (CEO) | $2,548,399 if elected (1× base + avg bonus) |
| Health benefits continuation (est.) | $52,805 (18 months COBRA equivalent) |
| Planning/insurance continuation (18 months est.) | $20,963 (tax/financial planning, life insurance) |
| Equity acceleration at CIC (if no Alternative Award) | $11,623,665 (RSUs vest, PSUs at target) |
| Qualifying termination (death/disability/retirement) – RSUs | $2,978,375 (vest) |
| Qualifying termination – PSUs (at target, pro rata) | $5,296,142 |
Board Governance
- Board service: Director since 2020; serves on Executive and Financing Committees; not independent due to current employment .
- Leadership/independence: Roles of Chairman (David F. Smith) and CEO are separate; 10 of 11 directors are independent; Lead Independent Director is Jeffrey W. Shaw .
- Meetings and attendance: FY2024 Board held 4 meetings; Audit (9), Compensation (5), Financing (1), Nominating/Corporate Governance (4); all directors attended at least 75% of applicable meetings .
- Director pay: Employee directors (including Bauer) receive no director compensation .
Compensation Governance, Peer Group, and Say-on-Pay
- Peer groups: Corporate Peer Group of 17 energy companies spanning E&P, midstream, and gas utilities used for pay benchmarking and relative TSR/ROC performance measurement; E&P Peer Group for segment leadership benchmarking .
- CEO pay positioning: FY2023 target total direct compensation at 53rd percentile vs Corporate Peer Group; actual at 45th percentile .
- Practices: Two independent compensation consultants; no option repricing; stock ownership guidelines; no tax gross-ups; double-trigger CIC; clawback in place .
- Say-on-Pay: 96.4% approval in 2024; no program changes driven by the vote .
Risk Indicators & Red Flags
- Related-party transactions: None in FY2024 .
- Hedging/pledging: Prohibited for executives and directors (alignment-positive) .
- Option repricing: Prohibited under equity plans .
- Governance structure: CEO is not Chairman; majority independent; Lead Independent Director in place .
- Pay-risk review: Board concluded programs do not create material adverse risk .
Investment Implications
- Pay-for-performance alignment: High equity mix (63% of CEO target) and relative TSR/ROC metrics with caps for negative absolute performance align payouts to shareholder value creation while incorporating emissions goals (4% of LTI) .
- Retention and selling pressure: CEO holds substantial unvested RSUs and performance shares with three-year cycles and staggered vesting, suggesting ongoing retention incentives and limited discretionary selling outside scheduled tax withholdings; hedging/pledging bans mitigate alignment risk .
- Change-in-control overhang: CIC equity acceleration could be material ($11.6M est.), but severance is modest (1.99×) and double-trigger with no gross-up, tempering parachute risk .
- Governance quality: Strong say-on-pay (96.4%), separate Chair/CEO, majority independent board, and NYSE clawback collectively reduce governance risk .