Elena G. Mendel
NATIONAL FUEL GASAbout Elena G. Mendel
Elena G. Mendel is Controller and Principal Accounting Officer of National Fuel Gas Company (NFG) since July 2019; she joined NFG in 1994 after six years at Price Waterhouse and previously served as Chief Auditor (2012) and Assistant Controller of NFG’s regulated subsidiaries (2017) . She holds a bachelor’s degree in accounting from the University at Buffalo and is a Certified Public Accountant; NFG’s 2024 Annual Report notes her age as 58 and confirms her Controller and Chief Accounting Officer roles across NFG and its regulated and midstream subsidiaries . Company performance through her tenure includes the following Pay-Versus-Performance metrics disclosed in the proxy, showing cumulative TSR and financial outcomes:
| Metric | FY2021 | FY2022 | FY2023 | FY2024 |
|---|---|---|---|---|
| NFG TSR – Value of $100 Investment | $136.37 | $164.41 | $143.57 | $173.96 |
| Net Income (USD) | $363,647,000 | $566,021,000 | $476,866,000 | $77,513,000 |
| Consolidated EBITDA (USD) | $996,000,000 | $1,227,000,000 | $1,163,000,000 | $1,186,000,000 |
Note: Company-level performance figures from SEC Pay-Versus-Performance disclosure; the Company states it did not link NEO pay decisions directly to these “External Measures,” though these are disclosed as required .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| National Fuel Gas Company | Controller & Principal Accounting Officer | 2019–Present | Principal accounting oversight across consolidated reporting; Controller for Distribution, Supply, Empire, and Midstream |
| National Fuel Gas Company | Assistant Controller (regulated subsidiaries) | 2017–2019 | Led accounting for utility, pipeline & storage, and midstream subsidiaries, strengthening segment controls and reporting |
| National Fuel Gas Company | Chief Auditor | 2012–2017 | Oversight of Audit Department; enhanced internal audit practices and control governance |
| Seneca Resources Company (E&P subsidiary) | Management roles in audit/accounting/benefits | Various | Supported E&P segment accounting and benefits program administration |
| Price Waterhouse (PwC predecessor) | Audit/Accounting roles | ~1988–1994 | Public accounting foundation prior to joining NFG |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No public company directorships or external board roles disclosed for Mendel |
Fixed Compensation
| Component | Detail |
|---|---|
| Base Salary | Not disclosed for Controller/PAO; NFG’s Summary Compensation Table covers CEO, CFO, COO, and three segment presidents, not the Controller/PAO . |
| Benefits | Executive programs include qualified 401(k), retirement savings account/defined benefit (depending on hire year), non-qualified executive retirement and/or tophat plan; a deferred compensation plan (DCP) for directors and officers is maintained . |
| Say-on-Pay Context | NFG’s 2024 say‑on‑pay approval was 96.4%, reflecting strong shareholder support for the compensation program design; no changes were made due to this vote . |
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Incentive (EACIP for other executive officers; AARCIP for NEOs) | EBITDA (company and segment), operations (costs, reliability, customer service), ESG (emissions/safety/diversity) | Not disclosed (weights vary by executive) | Established annually via written goals; targets and caps per plan | Performance averaged over two fiscal years for earnings-related goals; payout based on weighted achievement; CEO has discretion to reduce EACIP payouts for non-NEO executives | Annual cycle; payout after fiscal-year assessment . |
| Long-Term Incentive (Equity) | Performance Shares (PSUs): TSR (relative), ROC (relative), emissions/methane intensity reductions | Emissions goal is 4% of total LTI; remaining split among TSR/ROC not disclosed | Three-year cycles; targets vs peer groups and GHG goals | Earned based on three-year performance vs peers and emissions targets; standard awards for most NEOs were 2/3 PSUs, 1/3 time-vested RSUs in FY2024; for long-tenured execs, all PSUs | Three-year PSU cycle; FY2024 emissions cycle runs CY2024–CY2026; RSUs time-vested per grant terms . |
Program structure indicates balanced near‑term and long‑term drivers; earnings goals use two‑year averaging to reduce short‑termism; CEO involvement in EACIP calibrates payouts for non‑NEO executives .
Equity Ownership & Alignment
- Stock ownership guidelines require officers to hold between 1x and 6x base salary (CEO at 6x; other named executive officers at 3x), with five years to reach compliance; unearthed full‑value awards and unexercised options/SARs are excluded in the calculation .
- Executives may not hedge or pledge Company stock; equity plans prohibit repricing; the Company maintains an NYSE‑compliant clawback policy .
- Beneficial ownership and guideline compliance for Elena Mendel specifically are not disclosed in the proxy; security ownership tables list directors and named executive officers, not the Controller/PAO .
Employment Terms
| Topic | Terms |
|---|---|
| Change-in-Control (CIC) Agreements | Double‑trigger (termination without cause/for good reason within 24 months after CIC) required for benefits; no tax gross‑ups; lump‑sum severance is reduced pro‑rata if termination occurs between ages 62–65 . |
| Equity Treatment at CIC | If awards are not replaced by an “Alternative Award,” RSUs become fully vested and payable; performance shares are deemed earned at target; SARs become exercisable or canceled for cash equal to intrinsic value; values based on closing stock price on the relevant date . |
| Forfeiture/Competition | Under the 2010 Equity Compensation Plan, engaging in competitive business without Company consent or acts against Company interests results in forfeiture of unexercised/unearned/unpaid awards . |
| Deferred Compensation | A DCP exists for directors and officers; proxy tables show DCP balances for certain NEOs; Mendel’s participation is not disclosed . |
Investment Implications
- Alignment and risk controls: Company-wide policies prohibit hedging/pledging and include clawbacks, double‑trigger CIC, and no tax gross‑ups—reducing governance red flags and signaling strong alignment; officers must meet meaningful stock ownership multiples, reinforcing “skin in the game” .
- Performance discipline: Incentive design utilizes two‑year averaging for earnings goals and three‑year PSU cycles on TSR/ROC/emissions, mitigating short‑termism and embedding ESG targets; emissions goals account for 4% of LTI, a modest but explicit sustainability lever .
- Retention risk: Mendel is a 30+‑year NFG veteran with deep internal audit and accounting leadership; the program’s equity components and ownership guidelines support retention for non‑NEO executive officers; specific severance multiples for Mendel are not disclosed, but CIC terms are shareholder‑friendly .
- Shareholder signaling: 2024 say‑on‑pay support (96.4%) indicates broad investor endorsement of compensation framework, lowering the likelihood of compensation‑related activism near‑term .
Data gaps: Mendel’s individual compensation amounts, incentive targets/weights, share ownership, and Form 4 trading activity are not disclosed in the proxy/8‑Ks searched; program‑level terms apply to executive officers broadly but individual specifics for the Controller/PAO were not found in Company documents or our search results .