Steven C. Finch
NATIONAL FUEL GASAbout Steven C. Finch
Independent director of National Fuel Gas Company (NFG) since 2018; age 65; B.S. in Electrical Engineering from Kettering University (formerly General Motors Institute). Finch brings 40+ years of operational leadership in advanced manufacturing, including 10 years as Plant Manager at GM’s Tonawanda Engine Plant, with expertise in manufacturing operations, capital and labor management, energy transition/sustainability, and regional stakeholder engagement. He serves on NFG’s Audit and Nominating/Corporate Governance Committees and is also a director at Allient Inc. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| General Motors (Tonawanda Engine Plant) | Plant Manager | 10 years | Oversaw >$3B in plant investments during GM reorganization; led workforce through change management; strong safety and cost-efficiency focus . |
| General Motors (various facilities) | Multiple roles of increasing responsibility | 40+ years | Managed highly technical manufacturing operations; emphasis on environmental sustainability and capital/labor management . |
| AAA Western and Central New York | Senior Vice President of Automotive Services | Not disclosed | Operational leadership in customer-facing automotive services . |
| Viridi Parente, Inc. | President of Manufacturing; Director of Community Engagement | Not disclosed | Led environmentally sustainable energy usage/storage products; community engagement in regional issues . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Allient Inc. (NASDAQ: ALNT) | Director | Not disclosed | Designer/manufacturer of precision and specialty-controlled motion components and systems . |
Board Governance
- Independence: Board determined Finch is independent (10 of 11 directors independent) .
- Committee assignments: Audit; Nominating/Corporate Governance; not a chair .
- Attendance: In FY2024, Board met 4 times; all directors attended ≥75% of aggregate Board and committee meetings; all directors attended the 2024 Annual Meeting; non-management and independent directors held executive sessions .
- Lead Independent Director: Jeffrey W. Shaw; Audit Chair is Shaw; Nominating/Corporate Governance Chair is Rebecca Ranich; Compensation Chair is Joseph N. Jaggers .
- Hedging/pledging policy: Directors and executive officers are prohibited from hedging (puts/calls/swaps/derivatives), short sales, and pledging Company equity as collateral; insider trading policy applies and Rule 10b5-1 plans must not be combined with hedging .
| Committee | Role | FY2024 Meetings | Attendance Status |
|---|---|---|---|
| Audit | Member | 9 | All directors ≥75% attendance; executive sessions held . |
| Nominating/Corporate Governance | Member | 4 | All directors ≥75% attendance; committee oversees ESG strategy/reporting . |
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Cash retainer | $111,250 | Quarterly cash retainer ($27,500/qtr for first three quarters; $28,750 in Q4 after Board-approved increase) . |
Performance Compensation
Directors receive quarterly equity in common stock under the Director Equity Compensation Plan; no performance metrics apply to director equity grants; shares are nontransferable until the later of two years from issuance or six months post-service (death exception). Directors may defer cash and stock under the Deferred Compensation Plan (DCP) with interest credited at Moody’s Average Corporate Bond Yield; stock accounts accrue dividend equivalents and generally settle in common stock .
| Grant Date | Stock Award Fair Value (USD) | Basis | Transferability |
|---|---|---|---|
| Oct 2, 2023 | $43,763 | Avg of high/low price $51.065 | Nontransferable until later of 2 years or 6 months post-service; death exception . |
| Jan 2, 2024 | $43,765 | Avg price $50.595 | Same . |
| Apr 1, 2024 | $43,759 | Avg price $53.365 | Same . |
| Jul 1, 2024 | $43,766 | Avg price $54.30 | Same . |
| Total FY2024 Stock Awards | $175,053 | Sum of quarterly awards | Same . |
Other Directorships & Interlocks
- Current public company boards: Allient Inc. (Director) .
- Compensation committee interlocks/insider participation: None requiring disclosure under SEC/NYSE rules .
- Charitable contributions: None in prior three years above SEC threshold to organizations where a director serves as an executive officer .
Expertise & Qualifications
- Technical: Manufacturing operations, capital and labor management, safety, environmental sustainability, energy transition .
- Governance: Audit committee experience; corporate responsibility oversight through Nominating/Corporate Governance .
- Education: B.S. Electrical Engineering, Kettering University .
Equity Ownership
| Metric | Value | As-of Date | Notes |
|---|---|---|---|
| Shares beneficially owned | 22,864 | Dec 16, 2024 | Includes 14,760 shares under DCP (no voting/investment power); percent of class “<1%” . |
| Shares outstanding | 90,710,599 | Dec 16, 2024 | Common stock outstanding . |
| Aggregate compensatory shares received (all years of service) | 21,090 | Sep 30, 2024 | Director equity paid or deferred . |
| Ownership guideline | 5x annual cash retainer | Ongoing | All directors comply with guideline . |
Insider Trades (recent Form 4)
| Filing Date | Transaction Date | Type | Security | Quantity | Post-Transaction Holdings | Source |
|---|---|---|---|---|---|---|
| 2025-10-02 | 2025-07-15 | J (Other) | Deferred Stock Units | 98 | 16,860 | |
| 2025-10-02 | 2025-10-01 | A (Award) | Deferred Stock Units | 471 | 17,331 |
Governance Assessment
- Board effectiveness: Finch strengthens operational oversight and safety/cost discipline; service on Audit and Nominating/Corporate Governance supports financial reporting integrity and ESG oversight .
- Independence and engagement: Independent, on two key committees; Board-wide attendance robust (≥75% for all directors), and all directors attended the annual meeting; independent director executive sessions held .
- Alignment: Director compensation balanced with meaningful equity; nontransferability and ownership guideline (5x cash retainer) enhance long-term alignment; Finch in compliance .
- Conflicts: No related person transactions in FY2024; hedging and pledging prohibited—reduces alignment risks and collateralization red flags .
- Shareholder signals: Strong say-on-pay support (96.4%) reflects investor confidence in compensation governance, though focused on executives rather than directors .
RED FLAGS
- None identified: No related-party transactions; no pledging/hedging permitted; attendance thresholds met; no committee interlocks; equity awards are straightforward quarterly stock grants with transfer restrictions .