Justin I. Loweth
President, Seneca Resources Company and National Fuel Gas Midstream Company at 
NATIONAL FUEL GAS
NATIONAL FUEL GASExecutive
About Justin I. Loweth
Justin I. Loweth, age 46, is President of Seneca Resources Company (E&P) since May 2021 and President of National Fuel Gas Midstream Company, LLC since April 2022; he previously served as Senior Vice President (2017–2021) and Vice President (2012–2017) of Seneca Resources . Under his leadership, Seneca achieved record production of 392 Bcfe (+5% YoY) with improved capital efficiency, while consolidated EBITDA was $1,186 million in FY2024 (two‑year average performance level of 81%) . Company cumulative TSR (absolute) translated a fixed $100 investment to $173.96 by FY2024; Seneca EBITDA for FY2024 was $590 million (two‑year average 76%) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Seneca Resources Company | Vice President | 2012–2017 | Led E&P operations, groundwork for shift to Eastern Development Area (EDA) . |
| Seneca Resources Company | Senior Vice President | 2017–2021 | Drove operational improvements ahead of succession to President . |
| Seneca Resources Company | President | 2021–present | Record production (392 Bcfe), improved capital efficiency, MiQ “A” grade re‑certification . |
| National Fuel Gas Midstream Company, LLC | President | 2022–present | 100% of gathering assets re‑verified under EO100; throughput up 6% . |
External Roles
No public company directorships or external roles are disclosed for Mr. Loweth in Company filings .
Multi‑Year Compensation (Summary)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | 627,500 | 667,500 | 693,000 |
| Stock Awards ($) | 1,756,773 | 2,188,855 | 5,180,689 |
| Non‑Equity Incentive ($) | 759,463 | 679,465 | 744,265 |
| All Other Compensation ($) | 94,487 | 110,443 | 100,006 |
| Total ($) | 3,253,126 | 3,646,263 | 6,717,960 |
Fixed Compensation
- Base salary: $699,000 for calendar year 2024; Compensation Committee set above 75th percentile vs E&P COOs, below 25th percentile vs E&P CEOs; fiscal 2024 salary paid was $693,000 .
- Perquisites: Included financial/tax prep, event tickets, long‑term disability contributions; aggregate less than $10,000 for Mr. Loweth; “All Other Compensation” totaled $100,006 (includes 401(k)/Tophat contributions, life insurance, travel insurance) .
Performance Compensation
Annual cash incentive (AARCIP) – FY2024 target 95% of base salary; actual payout $744,265 on 113.05% weighted achievement .
| Metric (FY2024) | Weight | Target | Actual | Achievement | Weighted Contribution |
|---|---|---|---|---|---|
| Consolidated EBITDA (2‑yr avg) | 0.25 | $1,209–1,334MM | $1,186MM; 81% (2‑yr avg) | 81% | 20.25 |
| Regulated EBITDA (2‑yr avg) | 0.20 | $412–418MM | $412MM; 117% (2‑yr avg) | 117% | 23.40 |
| Seneca (E&P) EBITDA (2‑yr avg) | 0.10 | $615–732MM | $590MM; 76% (2‑yr avg) | 76% | 7.60 |
| Midstream EBITDA (2‑yr avg) | 0.10 | $194–206MM | $198MM; 93% (2‑yr avg) | 93% | 9.30 |
| Seneca Lease Operating Expense ($/Mcfe) | 0.10 | $0.70–0.71 | $0.69 | Above target | 13.30 |
| Seneca Finding & Development Cost ($/Mcfe) | 0.10 | $0.94–1.04 | $0.76 | Above max | 20.00 |
| Seneca G&A Expense ($MM) | 0.05 | $74.6–76.6 | $71.1 | Above max | 10.00 |
| Seneca Emissions Reduction (projects) | 0.05 | Complete 2 | 2 completed | Target | 5.00 |
| Safety (DART rate divisions) | 0.10 | ≥3 divisions at/better than goal | 3 divisions met | Target | 10.00 |
| Diversity & Inclusion | 0.05 | Complete all 3 + ≥45% protected‑class applicants | 3 completed; 48% applicants | Above target | 10.00 |
| Total | — | — | — | — | 113.05% |
Long‑term equity (granted 12/6/2023):
- Standard awards (three‑year performance cycles; RSUs vest 1/3 annually):
- ROC performance shares: 14,572 target shares (threshold 7,286; max 29,144); grant date fair value $676,287 .
- TSR performance shares: 14,572 target shares (threshold 911; max 29,144); grant date fair value $647,764; negative absolute TSR caps payout at 100% .
- ESG performance shares (GHG/methane performance, 2024–2026): 1,860 target shares (threshold 930; max 3,720); fair value $81,784 .
- RSUs: 14,864 units; fair value $689,834; vest 1/3 annually .
- Special retention awards (one‑time; performance cycles of 3 and 5 years; earned shares vest 20% annually in years 6–10):
- ROC PS (3‑yr): 10,556 target; fair value $368,279 .
- ROC PS (5‑yr): 10,556 target; fair value $368,279 .
- TSR PS (3‑yr): 10,556 target; fair value $396,272 .
- TSR PS (5‑yr): 10,556 target; fair value $479,137 .
- RSUs: 42,222 units; fair value $1,473,054; vest years 6–10 .
Equity Ownership & Alignment
- Beneficial ownership (as of Dec 16, 2024): 53,243 shares otherwise owned (including 38,970 jointly with spouse; 225 in spouse IRA; 500 custodial for children); 10,695 shares in 401(k); ESOP 0 .
- Ownership as % of outstanding: less than 1% (asterisk in table) .
- Unvested RSUs and estimated market value (as of Sep 30, 2024; $60.61/share):
- RSUs (12/2/2021): 3,065 ($185,770) .
- RSUs (12/1/2022): 7,492 ($454,090) .
- RSUs (12/6/2023): 14,864 ($900,907) .
- Special retention RSUs (12/6/2023): 42,222 ($2,559,075) .
- Outstanding performance shares (uneearned) counts and payout values shown in proxy by grant date; estimated performance statuses disclosed for each cohort .
- Stock ownership guidelines: Officers must hold 3× salary (CEO 6×); aside from the CFO, all named executive officers exceeded requirements—Mr. Loweth meets/exceeds 3× salary .
- Hedging/pledging: Executives/directors prohibited from hedging and pledging Company stock .
- Options: Company has no stock options outstanding; equity plan uses performance shares and RSUs (weighted average exercise price $0) .
Employment Terms
| Provision | Terms (Loweth) | Estimated Values |
|---|---|---|
| Employment Continuation & Noncompetition Agreement | Double‑trigger CIC; 3‑year preservation of salary/benefits post‑CIC if employed; severance upon termination without cause/by executive for good reason within 3 years . | — |
| Severance multiple | 1.99× (base salary + average of prior two annual cash bonuses); pro‑rata reduction between ages 62–65; none at 65 . | $2,837,573 (as of 9/30/2024) |
| Non‑compete payment (optional one‑year restriction) | Additional lump sum of 1.0× (base + average bonus) if executive elects to be bound by non‑compete; not paid for death, disability, cause or retirement . | $1,425,916 (as of 9/30/2024) |
| CIC definition (Loweth) | CIC if Company ceases to own >50% of Seneca, or sells/leases/exchanges substantially all Seneca assets (Loweth‑specific) . | — |
| Health and benefits continuation | 18 months continuation (medical/drug/dental via COBRA); additional benefits continuation values disclosed . | Health benefits: $52,805; other benefits: $12,678 (illustrative) |
| Equity upon CIC | If no “Alternative Award”, RSUs fully vest/pay; performance shares deemed earned at target; Committee may settle in cash . | Aggregate payout due under awards $11,098,479 (as of 9/30/2024) |
| Clawback | NYSE‑compliant clawback: recovery of incentive‑based comp on accounting restatements; includes TSR/stock‑price‑based awards . | — |
| Tax gross‑ups | None on compensation or CIC payments . | — |
Investment Implications
- Pay for performance alignment is strong: AARCIP metrics for Loweth are tightly linked to E&P and Midstream EBITDA, unit costs (LOE, F&D), safety, emissions, and D&I; FY2024 exceeded targets on operations and ESG, with EBITDA mixed (E&P below target on 2‑yr average; Regulated/ Midstream above), yielding a modest 113% payout—supportive of disciplined capital allocation through commodity cycles .
- Long‑dated special retention awards (vesting years 6–10) materially reduce near‑term selling pressure and strengthen retention; standard RSUs and PS create moderate annual vesting supply but are balanced by performance dependencies and ownership requirements .
- Alignment and governance safeguards are robust: 3× salary ownership guideline met, mandatory clawback, prohibition on hedging/pledging, double‑trigger CIC with Loweth‑specific Seneca trigger—collectively mitigate agency risk and align incentives to multi‑year TSR/ROC and emissions targets .
- Execution track record: Under Loweth, Seneca and Midstream delivered record volumes, improved capital efficiency, EO100 re‑verification and MiQ “A” grade certification; E&P EBITDA trailed target on two‑year average amid lower gas prices, highlighting commodity sensitivity but disciplined operations .
Overall, compensation design emphasizes long‑term TSR/ROC and operational efficiency with ESG tie‑ins; retention risk is mitigated by 10‑year vesting schedules, while incremental vesting creates predictable—rather than lumpy—supply. Monitoring quarterly vesting calendars and commodity‑linked EBITDA trajectories remains key for trading signals around announcement windows .