UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 13, 2025, National Fuel Gas Company (the “Company”) entered into a Consulting Services Agreement (the “Agreement”) with Donna L. DeCarolis, President of National Fuel Gas Distribution Corporation (“Distribution Corporation”), a wholly-owned subsidiary of the Company. As previously disclosed by the Company, Ms. DeCarolis has determined to retire from employment with the Company on July 1, 2025 (the “Retirement Date”).
The Agreement provides that, from the Retirement Date until July 1, 2028, Ms. DeCarolis will provide to the Company such consulting services as the Chief Executive Officer may reasonably request from time to time. It is anticipated that such consulting services will consist of providing support to the Company (a) as a policy consultant and member of the New York State Climate Action Council, and (b) with respect to ongoing New York State energy policy matters, maintenance of relationships with key energy policy contacts, and internal policy positions and legislative or advocacy initiatives for the Company. In no event will Ms. DeCarolis perform services under the Agreement at a level that would require her to devote to such services 20% or more of the average level of bona fide services performed by Ms. DeCarolis while she was an employee of the Company over the 36-month period immediately preceding the Retirement Date.
In performing the services under the Agreement and during the Consulting Period, Ms. DeCarolis will be treated as an independent contractor and will not have the power or authority to contract in the name of, or bind, the Company. In respect of the services to be performed, the Company will pay Ms. DeCarolis a consulting fee of $15,000 per month (an aggregate of $540,000 over three years). The Company will also provide Ms. DeCarolis with a personal computer for the services provided, continued access to Company subscriptions, and reimbursements for travel related to the consulting services.
The Agreement also contains provisions addressing, among other things, non-disclosure of confidential information, non-competition, non-solicitation of employees, and indemnification.
As previously disclosed by the Company, Ms. DeCarolis will be succeeded as President of Distribution Corporation by Michael D. Colpoys, effective July 1, 2025.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| NATIONAL FUEL GAS COMPANY | ||||||
| Dated: June 18, 2025 | By: | /s/ Lee E. Hartz | ||||
| Name: | Lee E. Hartz | |||||
| Title: | General Counsel and Secretary | |||||