Martin A. Krebs
NATIONAL FUEL GASAbout Martin A. Krebs
Martin A. Krebs serves as Chief Information Officer (CIO) of National Fuel Gas Company (NFG) since December 2018 and, in addition, Senior Vice President of National Fuel Gas Distribution Corporation since May 2023 . He previously held CIO and Chief Information Security Officer roles at Fidelis Care (2012–2018) and then served as CIO of the Fidelis Plan and Senior Vice President of Information Technology and Security at Centene following its acquisition (July–November 2018) . Age 54 as of November 15, 2024, Krebs’ tenure aligns with NFG’s recent operational progress: Pipeline & Storage segment revenues +9% ($33.2m), Utility net income +18% ($8.7m), Seneca net production +5% with gathering throughput +6%, plus a 4% dividend increase to $2.06 and $65m buybacks in fiscal 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| National Fuel Gas Company | Chief Information Officer | Dec 2018–Present | Leads enterprise technology and cybersecurity functions |
| National Fuel Gas Distribution Corporation | Senior Vice President | May 2023–Present | Senior leadership in utility segment operations |
| Fidelis Care | CIO & CISO | Jan 2012–Jun 2018 | Led IT and security for NY health insurer |
| Centene (Fidelis Plan) | CIO of Fidelis Plan; SVP IT & Security | Jul 2018–Nov 2018 | Oversaw post-acquisition IT/security leadership |
External Roles
- No public company board roles disclosed for Krebs in NFG’s executive officer disclosures .
Fixed Compensation
Krebs is not a Named Executive Officer (NEO) in fiscal 2024; NFG does not disclose his individual base salary or bonus in the proxy . Company-level compensation structure for executives:
| Component | Purpose | Key Features |
|---|---|---|
| Base Salary | Fixed pay for day-to-day responsibilities | Market-referenced; adjustments by Compensation Committee judgment |
| Annual Cash Incentive (AARCIP/EACIP) | Motivate near-term financial, operating, ESG performance | Goals across consolidated/segment EBITDA, operations (costs, reliability, customer service), ESG (emissions, safety, diversity); two-year averaging for earnings goals |
| Long-Term Equity Incentive | Align with long-term value creation | Performance shares tied to 3-year Relative TSR, Relative ROC, and emissions reductions; RSUs with time-based vesting |
Performance Compensation
Company program design and weightings (illustrative based on AARCIP goals):
| Metric | Typical Weighting | Methodology | Vesting/Payout |
|---|---|---|---|
| Consolidated EBITDA | 25% (CEO/CFO) | Operating income + DDA; current year averaged with prior year to mitigate short-termism | Annual cash incentive; capped by two-year averaging |
| Regulated (Utility + Pipeline & Storage) EBITDA | 20–35% (role-dependent) | Same EBITDA definition; segment-level targets | Annual cash incentive |
| E&P (Seneca) EBITDA | 10–20% (role-dependent) | Segment EBITDA with commodity assumptions | Annual cash incentive |
| Gathering (Midstream) EBITDA | 5–10% | Segment EBITDA | Annual cash incentive |
| Operations (LOE/F&D/G&A; Compression; Customer Service) | 5–10% each (role-dependent) | Objective cost/reliability/customer targets | Annual cash incentive |
| Safety | 10–15% | Defined safety metrics | Annual cash incentive |
| Diversity & Inclusion | 5% | Workforce diversity/inclusion goals | Annual cash incentive |
| Emissions Reduction (Segment & Consolidated) | LTI PSUs; up to 200% of target if all segment targets and consolidated GHG achieved | 2025–2027 methane intensity targets (4 segments) and consolidated GHG reduction targets | Pays up to 2 shares per PSU by Sep 30, 2028; forfeiture if goals not met |
| Relative ROC (3-year) | LTI PSUs; 0–200% based on percentile vs Report Group | Oct 1, 2024–Sep 30, 2027; Bloomberg-based ROC; cap at 100% if negative ROC | Pays up to 2 shares per PSU by Mar 15, 2028; interpolated payouts |
| Relative TSR (3-year) | LTI PSUs; 0–200% based on percentile vs Report Group | Oct 1, 2024–Sep 30, 2027; TSR with dividends reinvested; cap at 100% if negative TSR | Pays up to 2 shares per PSU by Mar 15, 2028 |
| RSUs | N/A | Time-based vesting in 3 annual installments | Forfeited if retirement prior to vest date |
Note: Krebs’ specific incentive targets/awards are not disclosed (he is not a fiscal 2024 NEO) .
Equity Ownership & Alignment
| Alignment Feature | Company Policy / Disclosure | Krebs-specific Note |
|---|---|---|
| Stock ownership guidelines | Officers must meet guidelines ranging from 1–6x base salary; CEO 6x, other NEOs 3x | Krebs’ required multiple not specified; compliance status not disclosed |
| Hedging/pledging | Executive officers and directors may not hedge or pledge NFG stock | Applies to Krebs as an executive officer |
| Deferred compensation | DCP allows directors/officers to defer cash/stock; cash accounts accrue Moody’s-based interest; stock accounts accrue dividend equivalents | Krebs eligible as an officer; individual balances not disclosed |
| Options | Equity plans prohibit repricing; no options outstanding (weighted avg exercise price $0) | Indicates equity is delivered via shares/units, not options |
| Beneficial ownership | Proxy details for directors/NEOs; Krebs not listed among NEOs | Individual share counts for Krebs not disclosed |
| Lock-up (capital markets) | Officers/directors signed lock-up in 2020 offering; Krebs listed as signatory | Demonstrates alignment in public offering context |
Employment Terms
- Roles and tenure: CIO since December 2018; Senior Vice President at Distribution since May 2023 .
- Agreements: Company change-in-control arrangements are double-trigger; no tax gross-ups; lump-sum severance reduced pro-rata for terminations between ages 62–65 (program terms at company level) .
- Clawbacks: Company maintains clawback policy compliant with NYSE requirements .
- Non-compete/Non-solicit/Garden leave: Not disclosed for Krebs.
Performance & Track Record
- Corporate operating progress during Krebs’ tenure: Pipeline & Storage revenue +9% ($33.2m) on rate case resolution; Utility net income +18% ($8.7m) post PA and NY settlements; Seneca net production +5% and gathering revenue/throughput +6% as development shifted to EDA acreage .
- ESG certifications: Midstream assets re-verified under EO100; Seneca re-certified by MiQ with “A” grade for 100% of Appalachian production; annual Corporate Responsibility Report aligned to SASB and TCFD published in 2024 .
- Shareholder returns policy: 54th consecutive annual dividend increase to $2.06 and $200m repurchase authorization; $65m repurchased in fiscal 2024 .
Compensation Committee Analysis
- Program features: Annual incentives based on objective goals; long-term incentives entirely equity; metrics include 3-year relative TSR, relative ROC, and GHG/methane intensity reductions; ownership guidelines; no hedging/pledging; no tax gross-ups; equity repricing prohibited .
- Consultants: Korn Ferry for corporate peer benchmarking; Meridian for E&P peer benchmarking .
- Peer groups: Corporate Peer Group spans utility, midstream, and E&P companies; used for performance share comparators and pay benchmarking . E&P Peer Group used for Seneca-related roles; updated to add Magnolia Oil & Gas and remove PDC Energy due to merger .
- Say-on-Pay: 96.4% approval in 2024; no program changes made in response .
Risk Indicators & Red Flags
- Related party transactions: None in fiscal 2024 .
- Hedging/pledging: Prohibited for executive officers and directors .
- Tax gross-ups: Not provided on compensation or change-in-control payments .
- Equity repricing: Prohibited under equity incentive plans .
- Governance quality: Independent Compensation Committee; two independent consultants; strong board practices and active risk oversight .
Investment Implications
- Alignment signals: Company-wide emphasis on long-term equity tied to ROC/TSR and emissions reduction, stock ownership guidelines, and prohibitions on hedging/pledging support strong alignment of executive incentives with shareholder value and sustainability outcomes .
- Retention risk: Krebs is not a disclosed NEO; special 10-year retention equity awards were granted in fiscal 2024 to CFO and E&P President (not Krebs), suggesting targeted retention focus elsewhere; absence of disclosed retention awards for Krebs implies limited near-term retention overhang specific to him .
- Trading signals: Without Form 4 data for Krebs, direct insider selling pressure cannot be assessed here; company-level buybacks ($65m in fiscal 2024) and dividend increases indicate supportive capital return posture while executive hedging/pledging bans reduce misalignment risks .
- Governance ballast: Double-trigger CIC, no gross-ups, robust clawbacks, and a high say-on-pay vote (96.4%) reduce compensation-related governance risk and suggest stability in incentive design .