Jeffrey W. Shaw
NATIONAL FUEL GASAbout Jeffrey W. Shaw
Jeffrey W. Shaw (age 66) is Lead Independent Director at National Fuel Gas Company (NFG) and has served on the Board since 2014 (11 years as of March 13, 2025). He chairs the Audit Committee and sits on the Nominating/Corporate Governance Committee; the Board has determined he is independent and he qualifies as an “audit committee financial expert.” Shaw holds a B.S. in Accounting from the University of Utah and is a CPA; he is the former CEO of Southwest Gas Corporation (2004–2015) and began his career in Arthur Andersen’s audit division .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Southwest Gas Corporation (NYSE: SWX) | Chief Executive Officer and Director | 2004–2015 | Led a regulated gas utility; extensive accounting, operations, risk management and compliance experience . |
| Southwest Gas Corporation | Various senior roles (Director of Internal Audit; VP, Controller & CAO; VP & Treasurer; SVP Finance & Gas Resources & Pricing; President) | 1988–2004 | Built enterprise risk management processes; safety policies and programs . |
| Arthur Andersen & Co. | Audit division | Not disclosed | Public company audit and financial reporting grounding . |
External Roles
| Organization | Type | Role | Status / Tenure |
|---|---|---|---|
| American Gas Association | Industry association | Former Director | Former . |
| Western Energy Institute | Industry association | Former Chairman and Director | Former . |
| Public company boards (other than NFG) | — | — | None disclosed in the proxy . |
Board Governance
- Independence, leadership, and committees:
- Independent director; Lead Independent Director; Audit Committee Chair; member, Nominating/Corporate Governance Committee .
- The Board is majority independent (10 of 11); roles of Chair and CEO are separated; executive sessions of non-management and independent directors held in fiscal 2024 and chaired by Shaw as Lead Independent Director .
- Meetings and attendance:
- FY2024 meetings: Board (4), Audit (9), Nominating/Corporate Governance (4). All directors attended at least 75% of combined Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Risk oversight:
- Audit Committee (chaired by Shaw) reviews ERM processes quarterly with the Board, oversees financial risk exposures and internal audit planning; Shaw is one of three designated audit committee financial experts .
| Committee | Role | FY2024 Meetings |
|---|---|---|
| Audit | Chair | 9 . |
| Nominating/Corporate Governance | Member | 4 . |
| Independent/Non‑management sessions | Chair (as Lead Independent Director) | Held during FY2024 (frequency not enumerated) . |
Fixed Compensation (Director)
| Component (FY2024) | Amount |
|---|---|
| Cash retainer | $156,250 (includes quarterly retainer and additional retainers for Lead Independent Director and Audit Chair) . |
| Equity (stock awards) | $175,053 (aggregate grant date fair value) . |
| All other compensation | $8 (travel insurance premium) . |
| Total | $331,311 . |
Notes and structure:
- Non-employee directors received quarterly common stock under the Director Equity Compensation Plan, targeting ~$175,000 annually, nontransferable until the later of two years from issuance or six months post-service; directors also received a quarterly cash retainer .
- Additional annual retainers (paid July 2024): Lead Independent Director +$25,000 (up $5,000 YoY); Audit Chair +$20,000 (up $5,000 YoY). The Board increased certain retainers in FY2024 after an independent market assessment .
Performance Compensation
- Non-employee director equity is time-based (quarterly stock grants), not performance-conditioned; no director-specific performance metrics disclosed. Quarterly grant valuation reference points for FY2024 were: Oct 2, 2023 ($51.065; $43,763 total), Jan 2, 2024 ($50.595; $43,765 total), Apr 1, 2024 ($53.365; $43,759 total), Jul 1, 2024 ($54.30; $43,766 total) .
Other Directorships & Interlocks
| Company/Entity | Role | Committee Roles | Interlock/Conflict Notes |
|---|---|---|---|
| Southwest Gas Corporation (former) | CEO and Director | Not disclosed | Past role at another gas utility; no current interlocks disclosed . |
| Public company boards (current) | — | — | None disclosed in the proxy . |
Expertise & Qualifications
- SEC “audit committee financial expert”; CPA; deep accounting/finance background .
- Regulated utility leadership (former CEO of SWX), operations and risk management, compliance with state regulatory requirements, and ERM design/implementation .
- As Lead Independent Director, chairs executive sessions and provides independent leadership; Board has strong governance practices (independence, separated Chair/CEO, proxy access) .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership | 33,068 shares (less than 1% of outstanding) . |
| Of which, held via family trust | 100 shares . |
| Aggregate compensatory shares paid or deferred (cumulative through 9/30/24) | 32,243 shares . |
| Director stock ownership guideline | ≥5× annual cash retainer within 5 years; all directors in compliance . |
| Hedging/pledging (policy context) | Executive officers may not hedge or pledge Company stock; director plan shares subject to transfer restrictions as noted above . |
| Deferred Compensation Plan (DCP) | Directors may defer cash retainers and stock awards; cash accounts earn interest at the quarterly equivalent of Moody’s Average Corporate Bond Yield; stock accounts accrue dividend equivalents; unsecured obligations of the Company . |
Governance Assessment
- Strengths and positive signals:
- Independent leadership: Lead Independent Director role (Shaw) with regular executive sessions; majority independent board; separated Chair/CEO roles .
- Financial oversight: Audit Chair and designated financial expert; robust ERM cadence with quarterly Board reporting and internal audit alignment .
- Engagement and attendance: All directors met ≥75% attendance and attended the 2024 Annual Meeting .
- Alignment: Meaningful ongoing equity grants; stringent director ownership guideline (≥5× cash retainer) with full compliance .
- Conflicts: No related person transactions in FY2024; Compensation Committee interlocks/insider participation none requiring disclosure .
- Compensation structure (directors): Balanced cash/equity mix; modest additional retainers for leadership/chair roles updated via independent market review .
- Additional context:
- As Audit Chair, Shaw oversees a long-tenured independent auditor (PwC since 1941) with lead partner rotation and annual independence reviews; Audit Committee cites benefits from institutional knowledge and efficiency .
- Shareholder sentiment: Say-on-pay support was 96.4% in 2024, indicative of broader governance support (contextual, executive-focused) .