Timothy J. Silverstein

About Timothy J. Silverstein

Timothy J. Silverstein is Treasurer and Chief Financial Officer (CFO) of National Fuel Gas Company (NFG) since May 2023; age 41 as of November 15, 2024. His recent background includes serving as Treasurer across key NFG subsidiaries since July 2021, Assistant Treasurer (2020–2021), and General Manager of Finance (2019–2020) . Under his tenure in fiscal 2024, NFG reported strong regulated segment momentum (Pipeline & Storage revenues +9% YoY; Utility net income +18% YoY) and strengthened shareholder returns with its 54th consecutive dividend increase and a $200M buyback authorization . Executive pay is tightly linked to performance via multi-year relative TSR and ROC metrics and emissions targets, with a 96.4% say‑on‑pay approval in 2024 signaling broad investor alignment .

Past Roles

External Roles

No public company directorships or external board roles disclosed; skip.

Fixed Compensation

All Other Compensation breakdown (FY 2024):

• 401(k) contributions: $34,525
• 401(k) Tophat (nonqualified match): $26,107
• RSA Tophat: $17,405
• Life insurance: $816
• Travel accident insurance: $71
• Perquisites (tax prep, event tickets, disability contributions): $10,851

Performance Compensation

Annual Cash Incentive (AARCIP) – FY 2024

• Target bonus: 80% of base salary; target $329,600; payout $364,373 (110.55% of target achieved) .
• Earnings-related goals average performance over two fiscal years to discourage short‑termism .

Long‑Term Incentives (Dec 6, 2023 grants)

Standard FY 2024 LTI target value: $596,400 (140% of 2024 base salary), with two‑thirds performance shares (TSR, ROC, emissions) and one‑third time‑vested RSUs .

Special retention awards (designed for long‑term alignment and retention; vest 20% annually in years 6–10, subject to continued employment):

Performance goals and rigor:

• Relative ROC payout: 0% below 45th percentile; 100% at 60th; 200% at 100th; capped at 100% if absolute ROC is negative .
• Relative TSR payout: 0% at/below 30th percentile; 100% at 50th; 200% at 90th+; capped at 100% if absolute TSR is negative .
• Emissions goal: up to 200% payout if 4/4 segment methane intensity targets AND consolidated GHG goal achieved (2024–2026 cycle) .
• Retention rationale: expanded responsibilities, lack of defined benefit pension, and need for leadership stability; grant sizes ~1.7× annual LTI for Silverstein (target ~$1M) .

Equity Ownership & Alignment

• Beneficial ownership (Dec 16, 2024): 4,399 shares in 401(k); 5,629 otherwise beneficially owned; ESOP: 0 .
• Stock ownership guidelines: CFOs required to hold 3× base salary. Silverstein currently ~1.4× and expected to meet 3× by May 1, 2028 (five years from promotion) .
• Hedging/pledging: Executives prohibited from hedging or pledging Company stock; options/derivatives and short sales barred .

Outstanding unvested equity (as of Sep 30, 2024):

Note: Performance shares vest per outcomes of 3/5‑year cycles and applicable vesting schedules; market values above reflect RSUs only (performance shares shown with target units and fair values in award tables) .

Employment Terms

• Change‑in‑control (CIC) agreement: Double‑trigger; severance lump sum equals 1.99×(current base salary + average annual cash bonus of prior two fiscal years), pro‑rata reduction between ages 62–65; continuation of health benefits for 18 months; no tax gross‑ups .
• Severance estimate (as of Sep 30, 2024): $1,245,740 lump sum; non‑compete additional payment option $626,000 (if bound by one‑year non‑compete) .
• Potential payments by scenario (as of Sep 30, 2024):
  • Voluntary termination: $6,075
  • Death or disability: $1,804,743
  • Company terminates without cause and/or executive terminates for good reason following CIC: $4,757,417
  • Termination for cause: $632,075
  • Executive terminates voluntarily other than for good reason (post‑CIC): $1,812,030
• Clawback policy: Adopted and compliant with NYSE listing requirements .

Investment Implications

• Pay-for-performance alignment is robust: variable compensation is driven by multi‑year relative ROC/TSR and emissions goals, with earnings goals smoothed via two‑year averaging. Special retention grants vest over 6–10 years, reducing near‑term selling pressure but creating long‑dated vesting overhangs starting FY 2029 for RSUs and post‑cycle for performance shares .
• Ownership guideline shortfall (~1.4× vs 3×) suggests incremental share accumulation over the next ~2.5–3 years; prohibition on hedging/pledging reduces alignment risks .
• CIC protections are shareholder‑friendly (double‑trigger, no gross‑ups) with quantifiable severance and non‑compete payments; retention awards and extended vesting materially mitigate near‑term departure risk .
• Company performance under Silverstein’s CFO tenure includes regulated segment strength and shareholder return initiatives (dividend increase; buybacks). Continued emphasis on capital efficiency and emissions metrics informs future LTI payouts and potential vest outcomes .

Overall, compensation structure emphasizes long‑term value creation via TSR/ROC relative to a defined peer group, disciplined short‑term operational metrics, and ESG outcomes, while retention-focused vesting schedules align management incentives with sustained performance and continuity .