Michael D. Colpoys
NATIONAL FUEL GASAbout Michael D. Colpoys
President of National Fuel Gas Distribution Corporation (Utility segment) effective July 1, 2025; long-tenured operator with decades in utility field operations, rates/regulatory, energy services, and gas supply administration . Began at National Fuel in 1987 (Management Trainee), progressed through engineering and leadership roles; holds a bachelor’s degree from Clarkson University and an MBA from Penn State Behrend . Company performance context includes FY2024 Utility segment net income up 18%, Pipeline and Storage revenues up 9%, and record E&P production of 392 Bcfe, with executive incentives tied to multi-year metrics (relative TSR, relative ROC, and GHG/methane intensity reductions) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| National Fuel Gas Company | Management Trainee | 1987 | Entry into utility operations |
| National Fuel Gas Company | Junior Engineer | 1988 | Technical foundation in system operations |
| National Fuel Gas Distribution Corp. | Assistant Vice President | 2009 | Leadership in utility operations |
| National Fuel Gas Midstream Company | Vice President | 2015 | Oversaw development/construction/operation of gathering pipelines |
| National Fuel Gas Distribution Corp. | Vice President | 2016 | Advanced responsibility across utility functions |
| National Fuel Gas Distribution Corp. | Senior Vice President | 2021 | Oversight of all utility field operations in NY/PA, plus rates/regulatory, energy services, gas supply admin |
| National Fuel Gas Distribution Corp. | President | 2025–present | Utility segment leadership; succession of prior president |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Northeast Gas Association | Board member | Not disclosed | Industry network and policy engagement |
| Energy Association of Pennsylvania | Board member | Not disclosed | State regulatory/policy engagement |
| Pennsylvania Chamber | Board member | Not disclosed | Business advocacy/community presence |
| Erie Downtown Development Corporation | Board member | Not disclosed | Regional economic development |
| Penn State Behrend College of Fellows | Board member | Not disclosed | Academic/industry linkage |
| 100 Club of Buffalo | Board member | Not disclosed | Community and public safety support |
Fixed Compensation
- Base salary for Colpoys is not disclosed in FY2024/2025 proxies; NFG sets executive base salaries with reference to energy industry medians, adjusted for responsibilities, experience, and performance using Compensation Committee judgment .
- Benefits framework: qualified 401(k), qualified retirement savings account or defined benefit (by hire cohort), plus non-qualified executive retirement/tophat plans .
Performance Compensation
Annual Cash Incentive – Program Design and FY2024 Example (CEO as program exemplar)
- AARCIP metrics span financial (EBITDA consolidated/segments), operations (LOE, F&D, G&A, reliability, customer service), and ESG (emissions, safety, diversity), with two-year averaging on earnings-related goals to deter short-termism .
- FY2024 CEO outcome (illustrative of program levers): | Metric | Weight | Actual Performance (%) | Vesting / Form | |---|---:|---:|---| | Consolidated EBITDA (2-year avg) | 25% | 81% | Cash (annual) | | Regulated (Utility + Pipeline/Storage) EBITDA (2-year avg) | 20% | 117% | Cash (annual) | | Seneca (E&P) EBITDA (2-year avg) | 10% | 76% | Cash (annual) | | Midstream (Gathering) EBITDA (2-year avg) | 10% | 93% | Cash (annual) | | ESG: Safety | 15% | 100% | Cash (annual) | | ESG: Diversity & Inclusion | 5% | 200% | Cash (annual) | | Other operations goals (e.g., F&D, LOE, reliability, customer service) | Varied (5–10% each) | 133–200% | Cash (annual) | | Total Weighted % Achieved | — | 110.55% | — | | Target and Actual Annual Incentive (CEO) | — | Target $1,337,500; Actual $1,478,606 | — |
Note: Targets are established from the fiscal-year forecast (e.g., NYMEX price assumptions) and averaged with prior-year results for EBITDA metrics; exact numeric targets are not disclosed in the cited chart .
Long-Term Equity Incentives – Plan Design
| Component | Weight in LTI | Metric | Measurement Period | Comparator / Goal | Vesting |
|---|---|---|---|---|---|
| Performance Shares | ~2/3 (or 100% for long-tenured NEOs) | Relative TSR | 3 years | Corporate Peer Group | Cliff at end of period |
| Performance Shares | ~2/3 (or 100% for long-tenured NEOs) | Relative ROC | 3 years | Corporate Peer Group | Cliff at end of period |
| Performance Shares | ~2/3 (or 100% for long-tenured NEOs) | GHG & methane intensity reduction | 3 years | Company targets | Cliff at end of period |
| RSUs (time-based) | ~1/3 (except long-tenured NEOs) | Time-based retention | Multi-year | N/A | Time-based schedule |
Governance features: clawback policy per NYSE, no equity award repricing, double-trigger change-in-control (no gross-ups), and prohibition on executive hedging/pledging .
Equity Ownership & Alignment
| Category | Amount | Notes |
|---|---|---|
| Common stock – Direct | 11,095 | Form 3; officer status indicated |
| Common stock – 401(k) (Indirect) | 14,149 | Held in 401(k) trust |
| Common stock – UTMA custodian | 49 | For son |
| RSUs – vesting 12/01/2025 | 533 | Time-based RSUs |
| RSUs – additional grants | 1,444; 1,801 | Time-based RSUs; plan footnotes govern vesting schedule |
| Total reported common shares (ex-RSUs) | 25,293 | Direct + 401(k) + UTMA |
| Shares outstanding (reference) | 90,552,173 | As of Jan 13, 2025 record date |
| Ownership % of outstanding (ex-RSUs) | ~0.028% | Computed from disclosed totals |
| Hedging/Pledging | Not permitted | Company policy prohibits executive officer hedging/pledging |
| Stock ownership guidelines | Required | Range 1–6× salary (CEO 6×; other named executive officers 3×) |
Employment Terms
- Appointment: Succeeds retiring Utility President; effective July 1, 2025 .
- Change-in-control economics: Double trigger; no tax gross-ups; lump-sum severance reduced pro‑rata between ages 62–65; equity plans prohibit repricing .
- Clawbacks: NYSE-compliant clawback policy .
- Deferred compensation: Officers eligible under the Deferred Compensation Plan for Directors and Officers (deferrals of salary/bonuses/settled equity; cash accounts accrue Moody’s Average Corporate Bond Yield; stock accounts accrue dividend equivalents) .
- Related-party transactions: None reported for FY2024 .
- Insider status: Initial statement of beneficial ownership filed (Form 3) noting executive officer role (“President – NFG Dist. Corp.”) .
Say‑on‑Pay & Compensation Peer Group
- Say‑on‑Pay approval: 96.4% support in 2024; reflected strong shareholder endorsement of program design .
- Peer group (compensation/performance benchmarking): 17-company Corporate Peer Group across E&P, pipeline/storage/gathering, and gas utilities used for relative TSR/ROC and compensation calibration .
Investment Implications
- Near-term vesting/selling pressure: RSU tranche of 533 scheduled for 12/01/2025 creates a modest event; additional RSUs outstanding may add periodic tax‑related sales near vest dates .
- Alignment: Equity-heavy program with 3‑year TSR/ROC and emissions targets plus prohibition on hedging/pledging supports long-term alignment and reduces misaligned risk-taking .
- Retention risk: Double-trigger CoC and time-based RSUs provide retention; deferred comp availability adds stickiness; lack of gross‑ups is shareholder-friendly .
- Utility/regulatory backdrop: Utility segment earnings strength (+18% YoY) and approved NY rate settlement (three-year plan adding $57M in FY2025 base rates) support stable cash flows, potentially aiding incentive attainment for Utility leadership . Pipeline rate case uplift (+9% revenue) and record E&P output (392 Bcfe) bolster consolidated EBITDA levers in the incentive framework .
Overall, compensation levers (multi‑year TSR/ROC/GHG performance shares and annual EBITDA/ESG goals) and ownership policies suggest strong pay‑for‑performance alignment; insider RSU schedules imply low selling pressure events, while regulated utility rate outcomes enhance the probability of meeting Utility-focused operational and financial KPIs .