Lee E. Hartz
NATIONAL FUEL GASAbout Lee E. Hartz
Lee E. Hartz is General Counsel and Corporate Secretary of National Fuel Gas Company. He oversees audit services, land, and risk management departments, along with legal teams across regulated subsidiaries; he joined National Fuel in 2004 and was appointed General Counsel and Secretary in 2025, as reflected by 8‑K signatures beginning April–November 2025. He holds a BA from Allegheny College and a JD from Mitchell Hamline School of Law. Company performance context under his tenure includes segment EBITDAs and long-term metrics driving pay and governance: Pipeline & Storage revenues +9% YoY in fiscal 2024, Utility segment net income +18%, record E&P production and continued dividend increases; long-term incentive scorecards show TSR and ROC outcomes across cycles near median to above median, supporting performance-linked pay alignment and stability in executive programs. 2024 say-on-pay approval was 96.4%, indicating strong shareholder support for compensation governance.
Past Roles
| Organization | Role | Years/Duration | Strategic Impact |
|---|---|---|---|
| National Fuel Gas Company | Attorney | 4 years 1 month | Foundational legal support in regulated energy operations |
| National Fuel Gas Company | Senior Attorney | 1 year 1 month | Advanced counsel on regulatory and transactional matters |
| National Fuel Gas Company | Assistant General Manager & Assistant General Counsel (Erie, PA) | 1 year 1 month | Combined legal and operational oversight in field operations |
| National Fuel Gas Company | General Manager – Land & Risk Management | 3 years 5 months | Led land administration and enterprise risk, precursor to broader oversight |
| National Fuel Gas Supply Corporation | Assistant Vice President | 11 years 7 months | Senior leadership in midstream legal/administrative functions |
| National Fuel Gas Distribution Corporation | Vice President | 4 years 4 months | Executive oversight within Utility segment; preparation for GC/Secretary role |
| National Fuel Gas Company | General Counsel & Corporate Secretary | Appointed 2025 | Enterprise-wide legal governance; oversees audit services, land, risk management |
External Roles
| Organization | Role | Years/Duration | Strategic Impact |
|---|---|---|---|
| K&L Gates | Associate | 2 years 6 months | Big Law training; corporate and regulatory exposure supporting later in-house leadership |
Fixed Compensation
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Not individually disclosed for Mr. Hartz (he is not a named executive officer in the 2025 proxy). Named executive officers for fiscal 2024 were Bauer (CEO), Silverstein (CFO), Kraemer (COO), Loweth (E&P/Gathering President), and DeCarolis (Utility President).
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Company-wide officer programs relevant to Mr. Hartz:
- Deferred Compensation Plan (DCP) open to directors and officers allows deferral of base salary, discretionary cash bonuses, performance cash bonuses, and stock settled from RSUs/performance awards; cash accounts accrue Moody’s Average Corporate Bond Yield; stock accounts accrue dividend equivalents.
Performance Compensation
NFG’s officer incentive architecture (AARCIP/EACIP and 2010 Equity Plan) — features applicable to executive officers:
| Component | Metric | Typical Weighting | Target/Performance Determination | Vesting |
|---|---|---|---|---|
| Short‑term cash (AARCIP/EACIP) | EBITDA (consolidated; regulated segments; E&P; gathering) | CEO/CFO example: 25%; 20%; 10%; 10% | Two‑year averaging of earnings goals to discourage short‑termism; goals set vs forecast and hedging assumptions | Annual payout based on weighted achievement; CEO/CFO weights disclosed for FY2025 |
| Short‑term cash (AARCIP/EACIP) | Operating KPIs (LOE/FD costs/G&A; compression reliability; customer service) | 5%–10% per KPI (role‑specific) | Objective thresholds/targets; sector‑specific operating metrics | Annual |
| Short‑term cash (AARCIP/EACIP) | ESG (safety, emissions, diversity & inclusion) | 5%–15% | Safety/ESG outcomes; emissions reductions tied to segment goals | Annual |
| Long‑term equity | Performance Shares — ROC (relative total return on capital) | 1/3 of standard LTIs | Percentile vs 16‑company Report Group; 25th=50%, 50th=100%, 100th=200%; cap at 100% if ROC negative | 3‑year cycle; payout by Mar 15 post‑cycle |
| Long‑term equity | Performance Shares — TSR (relative total shareholder return) | 1/3 of standard LTIs | Percentile vs Report Group; 25th=50%, 50th=100%, 100th=200%; cap at 100% if 3‑yr TSR negative | 3‑year cycle; payout by Mar 15 post‑cycle |
| Long‑term equity | Performance Shares — Emissions (methane intensity and consolidated GHG) | 1/3 of standard LTIs | 2/4 segments=50%; 3/4=100%; 4/4=150%; 4/4 + consolidated GHG target=200% | 3‑year calendar cycle (2025–2027) with payout by Sep 30, 2028 |
| Long‑term equity | RSUs | Time‑based | 3 equal annual installments (standard annual grants) | Vests in three annual installments; forfeiture upon retirement before vest date |
Supporting performance context (historical outcomes for NEO grants): average TSR payout ~95%, average ROC payout ~132% across FY2018–FY2022 cycles, showing balanced long-term alignment; ESG awards measured on GHG/methane reduction with threshold estimates in‑cycle.
Note: Mr. Hartz’s personal targets/awards are not disclosed; table reflects company program design applicable to executive officers.
Equity Ownership & Alignment
- Hedging and pledging prohibited for executive officers and directors.
- Officer stock ownership guidelines: range from 1–6× base salary (CEO 6×; NEOs 3×); other officers are required to meet guideline multiples per policy.
- DCP available to officers for equity/cash deferrals; equity settled stock accounts accrue dividend equivalents; obligations are unsecured.
- Equity plan prohibits repricing of equity awards; CIC agreements are double‑trigger; no tax gross‑ups; clawback policy in compliance with NYSE requirements.
- Individual beneficial ownership for Mr. Hartz is not itemized in the 2025 proxy’s table (directors/NEOs disclosed); officers as a group held 1.41% of common stock as of Dec 16, 2024.
- Insider trading activity: Third‑party aggregator indicates no Form 4 insider transactions for Mr. Hartz over the prior 18 months.
Employment Terms
- Company tenure: joined National Fuel in 2004; advanced through attorney and operational/legal management roles to Distribution VP (2021); appointed General Counsel & Corporate Secretary in 2025.
- Scope: oversees audit services, land, risk management; leads legal across regulated subsidiaries.
- Agreements/policies:
- CIC arrangements for officers are double‑trigger; no tax gross‑ups; pro‑rata reduction of lump‑sum severance between ages 62–65 (program disclosure).
- Clawback policy in place per NYSE requirements; equity award alternative‑award continuity permitted in CIC if substantially equivalent.
- Code of Business Conduct and Ethics governs conflicts/related‑party transactions; no related person transactions in fiscal 2024.
- Non‑compete/non‑solicit terms are not disclosed for Mr. Hartz individually.
Investment Implications
- Alignment: No hedging/pledging and mandatory ownership guidelines materially reduce misalignment risk; multi‑year TSR/ROC/ESG performance share design and 3‑year RSU vesting temper near‑term selling pressure and encourage retention.
- Retention: Deep company tenure (since 2004) and expanded oversight mandate in 2025 as GC/Secretary suggest low near‑term retention risk, with enterprise continuity through broad legal, audit, and risk management leadership.
- Governance signal: Strong say‑on‑pay support (96.4%) and clear clawback/CIC policies indicate disciplined pay governance; long‑term performance metrics are tied to ROC/TSR and emissions reductions, aligning legal/risk leadership with broader strategic execution.
- Trading signals: Public Form 4 activity for Mr. Hartz appears muted in the last 18 months, reducing near‑term insider selling pressure risk; overall officer equity programs include staggered vesting that smooths potential supply.