UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
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☐ | Soliciting Material Pursuant to §240.14a-12 |
Atmos Energy Corporation
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December 20, 201916, 2022
DEAR SHAREHOLDER:
We are pleased to invite you to attend the annual meeting of shareholders on Wednesday, February 5, 2020,8, 2023, at 9:00 a.m. Central Standard Time, atwhich will be conducted virtually via webcast. You will be able to attend the Westin Galleria Dallas, 13340 Dallas Parkway, Dallas, TX 75240.meeting, vote your shares, and submit questions by logging on to www.virtualshareholdermeeting.com/ATO2023.
The annual meeting will include a report on our operations and consideration of the matters set forth in the accompanying Notice of Annual Meeting and Proxy Statement. All shareholders of record as of December 13, 2019,12, 2022, are entitled to vote.
Your vote is very important.important. Whether or not you plan to attend the virtual meeting in person,or not, please cast your vote over the internet, by telephone or by mailing back a proxy card as soon as possible.
On behalf of your Board of Directors, thank you for your continued support and interest in Atmos Energy Corporation.
Sincerely, | ||||
Kim R. Cocklin | J. Kevin Akers | |||
President and Chief Executive Officer |
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
20202023 ANNUAL MEETING INFORMATION
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Meeting Date: February | Virtual Meeting
| Meeting Time: 9:00 a.m. (Central) | Record Date: December |
ANNUAL MEETING BUSINESS
Atmos Energy Corporation’s annual meeting of shareholders will be held February 5, 20208, 2023 to:
1. | elect the |
2. | ratify the Audit Committee’s appointment of Ernst & Young LLP (“Ernst & Young” or “E&Y”) to serve as the Company’s independent registered public accounting firm for fiscal |
3. | approve, on an advisory basis, the compensation of the named executive officers of the Company for fiscal |
4. | transact such other business as may properly come before the meeting or any adjournment thereof. |
ATTENDING AND VOTING AT THE ANNUAL MEETING
There will be no physical location for the annual meeting. Shareholders may attend, vote, and ask questions at the meeting only by logging in at www.virtualshareholdermeeting.com/ATO2023. To participate, you will need your unique control number included on your proxy card or on the instructions that accompanied your proxy materials.
VOTING
YOUR VOTE IS VERY IMPORTANT TO US. Shareholders of record of our common stock at the close of business on December 13, 2019,12, 2022, will be entitled to notice of, and to vote at, our meeting. Whether or not you plan to attend the annual meeting, in person, we urge you to vote as soon as possible by one of these methods.
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By Internet www.proxyvote.com | By Telephone 1.800.690.6903 | By Mail Follow the instructions on your proxy card or voting instruction form |
If you are a beneficial owner of shares held through a broker, bank or other holder of record, you must follow the voting instructions you receive from the holder of record to vote your shares. Shareholders may also vote in person atduring the annual meeting.virtual meeting using the unique control number assigned to him or her. For more information on how to vote your shares, please refer to “Information About the Meeting” beginning on page 61.60.
Karen E. Hartsfield |
Senior Vice President, General Counsel and Corporate Secretary |
December 20, 201916, 2022
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING
OF SHAREHOLDERS TO BE HELD ON FEBRUARY 5, 2020:8, 2023:
This Proxy Statement, along with the Company’s Annual Report, which includes our Annual
Report on Form10-K for the fiscal year ended September 30, 2019,2022, are available atwww.proxyvote.com.
PROXY STATEMENT OVERVIEW | 1 | |||
CORPORATE GOVERNANCE AND OTHER BOARD MATTERS | 7 | |||
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PROPOSAL ONE—ELECTION OF DIRECTORS | ||||
DIRECTOR COMPENSATION | ||||
PROPOSAL TWO—RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | ||||
PROPOSAL THREE—APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | ||||
COMPENSATION DISCUSSION AND ANALYSIS | ||||
30 | ||||
31 | ||||
Additional Information on Named Executive Officer Compensation | 39 | |||
Management’s Role in Setting Named Executive Officer Compensation | ||||
NAMED EXECUTIVE OFFICER COMPENSATION | ||||
OTHER EXECUTIVE COMPENSATION MATTERS | ||||
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BENEFICIAL OWNERSHIP OF COMMON STOCK | ||||
Security Ownership of | ||||
58 | ||||
INFORMATION ABOUT THE MEETING | ||||
60 | ||||
62 | ||||
This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information you should consider before casting your vote. Please read this entire proxy statement carefully before voting. This proxy statement is first being made available to our Shareholders on or about December 16, 2022.
20202023 Annual Meeting Information
For additional information about our Annual Meeting, see “Information About the Meeting” on page 61.60.
Meeting Date: February | Virtual Meeting
| Meeting Time: 9:00 a.m. (Central) | Record Date: December | |||
Meeting Agenda and Voting Recommendations
The Atmos Energy Corporation Board of Directors asks shareholders to vote on these matters:
Items of Business | Items of Business | Board Recommendation | Page Number | Items of Business |
Board Recommendation | Page Number | ||||||
1. |
Election of the 13 directors named as nominees in the proxy statement |
FOR |
17 |
Election of the 11 directors named as nominees in the proxy statement
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FOR
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16
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2. |
Ratification of selection of independent registered public accounting firm |
FOR |
28 | Ratification of selection of independent registered public accounting firm
| FOR | 27
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3. |
Approval, on an advisory basis, of the compensation of our named executive officers |
FOR |
30 | Approval, on an advisory basis, of the compensation of our named executive officers (“Say-on-Pay”)
| FOR | 29 |
In addition to the above matters, we will transact any other business that is properly brought before the shareholders at the annual meeting.
Advance Voting Methods
There will be no physical location for the annual meeting. Shareholders may attend, vote, and ask questions at the meeting only by logging in at www.virtualshareholdermeeting.com/ATO2023. To participate, you will need your unique control number included on your proxy card or on the instructions that accompanied your proxy materials. Even if you plan to attend the
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Via the Internet: www.proxyvote.com | Call Toll-Free: 1.800.690.6903 | Mail Signed Proxy Card: Follow the instructions on your proxy card or voting instruction form | ||
If you are a beneficial owner of shares held through a broker, bank or other holder of record, you must follow the voting instructions you receive from the holder of record to vote your shares.
2023 Proxy Statement | 1 |
About Atmos Energy
AnAtmos Energy Corporation, an S&P 500 company headquartered in Dallas, Atmos Energy (the “Company”) servesis the country’s largest natural gas-only distributor. We safely deliver reliable, affordable, efficient and abundant natural gas to more than 3 million distribution customers in over 1,400 communities across eight states and manages proprietary pipeline and storage assets, including one oflocated primarily in the largest intrastate natural gas pipeline systems in Texas.South. As part of our vision to be the safest provider of natural gas services, we are modernizing our business and our infrastructure while continuing to invest in safety, innovation, environmental sustainability and our communities. Atmos Energy manages proprietary pipeline and storage assets, including one of the largest intrastate natural gas pipeline systems in Texas.
Our Company | Our Vision | Our Strategy | ||||||||||||||
We are the nation’s largest fully regulated, naturalgas-only distributor of safe, | Our vision is for Atmos Energy to be thesafest provider of natural gas services. We will be recognized forexceptional customer service, for being agreat employer, and for achievingsuperior financial results. | Atmos Energy’s strategy is to:
• operate ourbusiness exceptionally well • invest in ourpeople and ourinfrastructure • enhance ourculture |
20192022 Financial Results and Accomplishments
2019 was a strong year forIn fiscal 2022, Atmos Energy.Energy remained resilient as we worked to achieve our vision of being the safest provider of natural gas services. Earnings and earnings per share increased for a 17the 20th consecutive year. In fiscal 2019,2022, we generated net income of $511.4$774.4 million or $4.35$5.60 per diluted share, compared withshare. We recorded net income of $603.1$665.6 million, or $5.43$5.12 per diluted share in the prior year. Adjusted net income for the year ended September 30, 2018, was $444.3 million, or $4.00 per diluted share, after excluding the effects of implementing the Tax Cuts and Jobs Act of 2017 (“TCJA”) from the prior year.*2021. Capital expenditures for fiscal 20192022 totaled approximately $1.7$2.4 billion, with approximately 87%88% of this amount invested to improve the safety and reliability of our distribution and transmission systems.
In August 2019, consistent with the long-term leadership succession plan conducted by our Board of Directors (the “Board”), we announced that J. Kevin Akers, Executive Vice President, would assume the role of President and Chief Executive Officer, effective October 1, 2019. Mr. Akers and his leadership team are committed to maintaining Atmos Energy’s vision to be the safest provider of natural gas services.
DILUTED EARNINGS PER SHARE* | DECLARED DIVIDENDS PER SHARE | TOTAL SHAREHOLDER RETURN | ||||||||||||||
$4.35 | $2.10 | 23.8% | ||||||||||||||
17th Consecutive Year of EPS Growth | Up from $1.94 for FY2018 | 3-year cumulative total shareholder return of 63.3% |
DILUTED EARNINGS PER SHARE |
DECLARED DIVIDENDS PER SHARE | |||||||
$5.60 | $2.72 | |||||||
20th Consecutive Year of EPS Growth | Up from $2.50 for FY2021 |
| Significant Regulatory Developments | |||
✓ EPS of
✓ FY
✓ Capital spending of
✓ Maintained strong balance sheet; equity capitalization of |
✓Implemented
✓ | |||
Texas Railroad Commission issued Financing Order for securitization of gas costs from Winter Storm Uri
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2 | ATMOS ENERGY |
Total Shareholder Return
We have also continued to deliver positive returns to our shareholders, generating total shareholder returns (stock price appreciation and reinvested dividends) (“TSR”) over the latest one, three and five-year periods, as shown in the following chart:
The Atmos Energy peer group used in this chart is the same peer group used for executive compensation benchmarking for fiscal 2019, as approved by our Board, and is comprised of the following companies: Alliant Energy Corporation; Ameren Corporation; CenterPoint Energy, Inc.; CMS Energy Corporation; DTE Energy Company; National Fuel Gas Company; NiSource Inc.; ONE Gas, Inc.; Spire, Inc.; WEC Energy Group, Inc.; and Xcel Energy Inc. See “Competitive Executive Compensation Benchmarking,” beginning on page 40 below for further information on these peer group companies.
Corporate Governance Highlights
Our corporate governance policies and practices promote the long-term interests of our shareholders, strengthen the accountability of our Board and management, and help build public trust in the Company. Below is a summary of some of the highlights of our corporate governance framework.
BOARD PRACTICES ✓ independent lead director ✓ separation of board chair and CEO ✓ ✓ annual election of all directors ✓ regular executive sessions of independent directors ✓ comprehensive and strategic risk oversight ✓ mandatory retirement age for directors ✓ annual board and committee evaluations ✓ all committees chaired by independent directors
SHAREHOLDER MATTERS ✓ robust shareholder engagement ✓ annual ✓ majority voting for director elections ✓ no poison pill in force
| OTHER GOVERNANCE PRACTICES ✓ executive and director stock ownership guidelines ✓ ✓ prohibition on hedging or pledging stock |
2023 Proxy Statement | 3 |
Director Nominees
We have included summary information about each director nominee in the table below. Each director is elected annually by a majority of votes. See“Nominees for Director” beginning on page 1817 for more information regarding our director nominees.
COMMITTEES
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COMMITTEES
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Name and Primary Occupation
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Director Since
| Independent
| AC
| HR
| NC
| CR
| EC
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| Director Since
| Independent
| AC
| HR
| NC
| CR
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J. Kevin Akers(a) President and Chief Executive Officer, Atmos Energy
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56 |
2019 | 59
| 2019 | ||||||||||||||||||||||||||||
Robert W. Best Director, Associated Electric & Gas Insurance Services Limited
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73 |
1997 |
● |
M | ||||||||||||||||||||||||||||
Kim R. Cocklin(a) Executive Chairman of Board, Atmos Energy
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68 |
2009 | ||||||||||||||||||||||||||||||
John C. Ale Former Senior Vice President, General Counsel and Corporate Secretary of Southwestern Energy Company
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68 |
2022 |
● |
M |
M | |||||||||||||||||||||||||||
Kim R. Cocklin(a) Chairman of the Board, Atmos Energy
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71 |
2009 | ||||||||||||||||||||||||||||||
Kelly H. Compton Executive Director, Hoglund Foundation
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62 |
2016 |
● |
M |
M |
65 |
2016 |
● |
M |
M | ||||||||||||||||||||||
Sean Donohue Chief Executive Officer, DFW International Airport
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58 |
2018 |
● |
M |
M |
61 |
2018 | ● |
M |
M | ||||||||||||||||||||||
Rafael G. Garza President and Founder, RGG Capital Partners, LLC
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59 |
2016 |
● |
M |
M |
62 |
2016 |
● |
M |
M | ||||||||||||||||||||||
Richard K. Gordon General Partner, Juniper Capital LP, Juniper Energy LP, Juniper Capital II, and Juniper Capital III
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70 |
2001 |
● Lead |
M |
M |
C |
C | |||||||||||||||||||||||||
Robert C. Grable Founding Partner, Kelly Hart & Hallman LLP
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73 |
2009 |
● |
M |
C |
M | ||||||||||||||||||||||||||
Nancy K. Quinn Director, Helix Energy Solutions Group, Inc.
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66 |
2004 |
● |
M |
C |
M |
M | |||||||||||||||||||||||||
Richard K. Gordon General Partner, Juniper Capital LP and Juniper Energy LP; Senior Advisor, Juniper Capital II and Juniper Capital III
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73 |
2001 |
● Lead Director |
C |
M |
C | ||||||||||||||||||||||||||
Nancy K. Quinn Independent Energy Consultant |
69 |
2004 |
● |
C |
M |
M | ||||||||||||||||||||||||||
Richard A. Sampson General Partner and Founder, RS Core Capital, LLC
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69 |
2012 |
● |
C |
M |
M |
72 |
2012 |
● |
M |
C |
M | ||||||||||||||||||||
Stephen R. Springer(a) Director, Atmos Energy
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73 |
2005 |
M | |||||||||||||||||||||||||||||
Diana J. Walters Founder and Managing Member, Amichel, LLC
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56 |
2018 |
● |
M |
M |
59 |
2018 |
● |
M |
M | ||||||||||||||||||||||
Richard Ware II Chairman, Amarillo National Bank
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73 |
1994 |
● |
M |
M | |||||||||||||||||||||||||||
Frank Yoho Former Executive Vice President and President of Natural Gas, Duke Energy
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63 |
2020 |
● |
M |
C |
M |
AC = Audit HR = Human Resources NC = Nominating and Corporate Governance CR = Corporate Responsibility, Sustainability, & Safety EC = Executive
M = Member C = Chair
(a) | The director is not independent and accordingly is not eligible to be a member of any of the committees except the Executive Committee and/or the Corporate Responsibility, Sustainability, & Safety Committee, pursuant to the rules of the New York Stock Exchange. |
4 | ATMOS ENERGY |
Director Nominee Composition
Gender | Race/Ethnicity | |||
Tenure | Independence | |||
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Compensation Highlights
Our compensation programs are designed to both attract and retaintop-level executive talent and align the long- and short-term interests of our executives with those of our shareholders. We received more than 95% shareholder support for our“Say-on-Pay”Say-on-Pay vote in 2019,2022, which our Human Resources Committee considers to be among the most important items of feedback about our compensation programs. We recognize and reward our executive officers through compensation arrangements that directly link their pay to the Company’s performance, and we ensure a strong alignment of interests with our shareholders by including a significant amount of equity in the overall mix of pay. Our pay mix includes base salary, an annual incentive cash bonus plan (“Incentive Plan”), and a long-term incentive plan (“LTIP”) under which we grant time-basedtime-lapsed and performance-based restricted stock units (“RSUs”).
2023 Proxy Statement | 5 |
Fiscal 20192022 Target Compensation Mix
Key Features of Our Executive Compensation Program
Executive officer awards under the Incentive Plan and LTIP are generally capped at 200% of target. These awards are capped at |
Fifty percent of long-term incentive compensation is performance-contingent. |
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Executives and directors are subject to |
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Our change in control severance arrangements are triggered only by an involuntary job loss or substantial diminution of duties. |
Severance under our change in control severance arrangements does not exceed three times the sum of a named executive officer’s base salary and their most recent annual Incentive Plan payment. |
We have no employment agreements with our officers. |
We prohibit hedging and pledging of our securities at any time by any employees |
There is no single trigger |
Our change in control severance arrangements do not contain excise taxgross-up payments. |
We have no excessive perquisites for executives. |
We pay dividends on |
6 | ATMOS ENERGY |
CORPORATE GOVERNANCE AND OTHER BOARD MATTERS
Our Corporate Governance Guidelines and the listing requirements of the New York Stock Exchange (“NYSE”) each require that a majority of the Board be comprised of “independent” directors, as defined from time to time by law, NYSE standards, and any specific requirements established by the Board. A director may be determined to be independent only if the Board has determined that he or she has no material relationship with the Company, either directly or as a partner, shareholder, or officer of the Company. To assist it in making its determination of the independence of each of itsnon-employee members, the Board has adopted its Categorical Standards of Director Independence (“Standards”). The Standards specify the criteria by which the independence of ournon-employee directors will be determined and the types of relationships the Board has determined to be categorically immaterial, including relationships of such directors and their immediate families with respect to past employment or affiliation with the Company, our management or our independent registered public accounting firm. The Standards and our Guidelines are posted on our website at https://www.atmosenergy.com/esg/corporate-governance.company/corporate-responsibility-reports.
The Nominating and Corporate Governance Committee (the “Nominating Committee”) considers all relevant facts and circumstances in evaluating the independence of directors, including without limitation, written responses to submitted questionnaires completed annually by each of our directors. On the basis of this information, the Nominating Committee advised the full Board of its conclusions regarding director independence. After considering the committee’s recommendation, for fiscal 2022, the Board affirmatively determined that each of the Company’s directors other than Mr. Akers, Mr. Cocklin, and Mr. Springer is independent in accordance with applicable NYSE and Securities and Exchange Commission (“SEC”) independence rules and requirements and the standards described above. The Board determined that Mr. Akers is not independent because he is the President and Chief Executive Officer of the Company; that Mr. Cocklin is not independent because he iswas the Executive Chairman of the Company;Company until December 10, 2020; and that Mr. Springer (who retired from the Board effective November 30, 2021) is not independent because hisson-in-law is a partner with the firm of E&Y, our independent registered public accounting firm. Mr. Springer’sson-in-law is not involved in our audit and is not considered a “covered person” with respect to us, as defined under the SEC’s independence-related rules and regulations for auditors. Thus, this relationship has no effect on E&Y’s independence as our independent registered public accounting firm.
The Company’s Corporate Governance Guidelines provide that our Board has the right to exercise its discretion to either separate or combine the offices of the Chairman of the Board and the CEO. This decision is based upon the Board’s determination of what is in the best interests of the Company and its shareholders, in light of the circumstances and taking into consideration succession planning, skills and experience of the individuals filling those positions and other relevant factors. The current leadership structure is based on the experienced leadership provided by an Executivea Chairman of the Board (currently Mr. Cocklin) and a full-time President and CEO (currently Mr. Akers), with both positions being subject to oversight and review by the Company’s independent directors. The Board recognizes that if the circumstances change in the future, other leadership structures might also be appropriate and it has the discretion to revisit this determination of the Company’s leadership structure.
The Board’s leadership structure is designed so that independent directors exercise oversight of the Company’s management and key issues related to strategy and risk. Only independent directors serve on our Audit Committee, Human Resources Committee (“HR Committee”) and Nominating and Corporate Governance Committee, (“Nominating Committee”), and all standing Board committees are chaired by independent directors. Additionally, independent directors regularly hold executive sessions of the Board led by the Lead Director (defined below) outside the presence of the Executive Chairman, the President and CEO or any other Company employee, and they generally meet in a private session with the Executive Chairman and the President and CEO at regularly scheduled Board meetings.
2023 Proxy Statement | 7 |
Each year, the independent directors of the Board select an independent director to serve as a lead director (the “Lead Director”). The Lead Director is expected to consult with the chairs of the appropriate Board committees and solicit their participation. The Lead Director also has the authority to call meetings of the independent directors as well as thenon-management directors; and if requested by major shareholders, will ensure that he or she is available for consultation and direct communication. In 2019,2022, the independent directors of the Board designated Mr. Richard K. Gordon as the Lead Director.
Risk Management and Oversight Framework
The Board is actively involved in the oversight of risks that could affect the Company. This oversight is conducted primarily through committees of the Board pursuant to the charters of each committee, as described in the summaries of each of the committees beginning on page 10. The full Board has retained responsibility for oversight of strategic risks. The Board satisfies this responsibility through reports by each committee chair regarding the committee’s consideration and actions, as well as through regular reports directly from officers responsible for management of particular risks within the Company.
8 | ATMOS ENERGY |
While the Board and its committees have responsibility for general risk oversight, Company management is charged with managing risk. Through the Company’s Risk Management and Compliance Committee, the Company has a robust strategic planning and enterprise risk management process that facilitates the identification and management of risks. Our enterprise risk management program is supported by regular internal audits and audits by our independent public accounting firm. KPMG LLP (“KPMG”), which serves as the Company’s internal auditor, presents to the Audit Committee at its regularly scheduled quarterly meetings on its internal audit activities, including the audit activities performed the previous quarter, which address the key business risks identified by the Audit Committee, including evaluations and assessments of internal controls and procedures.
The Audit Committee oversees the Company’s cybersecurity risks. Our Chief Information Officer provides the Audit Committee periodic cybersecurity updates.
Corporate Governance Guidelines
In accordance with, and pursuant to, the corporate governance standards of the NYSE, the Board has adopted and periodically updates our Corporate Governance Guidelines, which govern the structure and proceedings of the Board and contain the Board’s position on many governance issues. The Corporate Governance Guidelines are available on our website at https://www.atmosenergy.com/esg/corporate-governance.company/corporate-responsibility-reports.
2023 Proxy Statement | 9 |
Committees of the Board of Directors
Atmos Energy’s Board committee structure is organized around key strategic issues to facilitate oversight of management. Committee chairs regularly coordinate with one another to ensure appropriate information sharing. To further facilitate information sharing, all committees provide a summary of significant actions to the full Board. As required under our Corporate Governance Guidelines, each standing committee conducts an annual self-assessment and review of its charter.
AUDIT COMMITTEE
(Chair)
Rafael G. Garza
Meetings Held in Fiscal |
The Audit Committee oversees our accounting and financial reporting processes and procedures, reviews the scope and procedures of the internal audit function, appoints our independent registered public accounting firm and is responsible for the oversight of its work and the review of the results of its independent audits. The Audit Committee also oversees the Company’s cybersecurity risk. The Audit Committee charter is available on our website at https://www.atmosenergy.com/
The Board has determined that each member of the Audit Committee satisfies the independence requirements of the NYSE and SEC applicable to members of an audit committee.
All members arefinancially literate within the meaning of stock exchange listing rules.
The Board has determined that the following individuals are each anaudit committee financial expert, as defined by the SEC: Mr. Garza, Ms. Quinn, | |||
HUMAN RESOURCES COMMITTEE
(Chair) John C. Ale Kelly H. Compton
Richard A. Sampson Diana J. Walters
Meetings Held in Fiscal |
The Human Resources Committee reviews and makes recommendations to the Board regarding executive compensation policy and strategy, and specific compensation recommendations for
The Board has determined that each member of the committee satisfies the independence requirements of the NYSE and SEC applicable to members of a compensation committee. | |||
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
(Chair) Sean Donohue Rafael G. Garza
Meetings Held in Fiscal |
The Nominating and Corporate Governance Committee makes recommendations to the Board regarding the nominees for director to be submitted to our shareholders for election at each annual meeting of shareholders, selects candidates for consideration by the full Board to fill any vacancies on the Board which may occur from time to time and oversees all of our corporate governance matters. The Nominating and Corporate Governance Committee charter is available on our website at https://www.atmosenergy.com/
The Board has determined that each member of the committee satisfies the independence requirements of the NYSE and SEC. | |||
10 | ATMOS ENERGY |
CORPORATE RESPONSIBILITY, SUSTAINABILITY, & SAFETY COMMITTEE
Frank Yoho (Chair) John C. Ale Kelly H. Compton Sean Donohue Richard K. Gordon
Meetings Held in Fiscal |
The Corporate Responsibility, Sustainability, & Safety Committee oversees matters relating to responsibility, sustainability, health and safety, the Company’s vision, values, culture, and | |||
EXECUTIVE COMMITTEE
Richard K. Gordon (Chair)
Nancy K. Quinn Richard A. Sampson Frank Yoho
Meetings Held in Fiscal |
The Executive Committee has, and may exercise, all of the powers of the Board of Directors during the intervals between the Board’s meetings, subject to certain limitations and restrictions as set forth in the bylaws or as may be established by resolution of the Board from time to time. The Executive Committee charter is available on our website at https://www.atmosenergy.com/ |
Board and Committee Meetings in 2019 2022
In fiscal 2019, each2022, the Board held 6 meetings. Each of the directors attended at least 75% of the total meetings of the Board and the Committees on which he or she served. In addition, we strongly support and encourage each member of our Board to attend our annual meeting of shareholders. All members of the Board attended our annual meeting of shareholders in person on February 6, 2019.9, 2022.
The Board is actively engaged and involved in succession planning. This includes aplanning, including detailed discussiondiscussions of the Company’s leadership and succession plans with a focus onfor key positions at the senior officer level. As part of these activities, the Board engages in a robust CEO succession planning process, including reviewing development plans for potential CEO candidates and engaging with potential successors at board meetings and in less formal settings to allow directors to personally assess candidates.
Succession planning does not stop with senior officers. We perform succession planning annually throughout the organization to ensure that we are building a strong bench of talent capable of performing at the highest levels. Not only is talent identified, but potential paths of development are discussed to ensure that employees have an opportunity to build their skills and are well-prepared for future roles. The strength of our succession planning process is evident through our long history of promoting our senior leadership from within the organization.
2023 Proxy Statement | 11 |
We believe that maintaining an active dialogue with our shareholders is important to our commitment to deliver sustainable, long-term value to our shareholders. We engage with shareholders on a variety of topics throughout the year to ensure we are addressing questions and concerns, to seek input, and to provide perspective on our policies and practices. We also engage with proxy and other advisory firms that represent the interests of various shareholders. Shareholder feedback is regularly reviewed and considered by the Board and is reflected in adjustments or enhancements to our policies and practices. We remain committed to investing time with our shareholders to maintain transparency and to better understand their views on key issues.
Corporate Responsibility and Sustainability
Operating our business safely, ethically, and transparently, and meeting our responsibilities to the environment, to our employees, and to the communities in which we operate and live, are among our highest priorities. To learn more about our corporate responsibility and sustainability efforts, see our 20192022 Corporate Responsibility and Sustainability Report on our website at https://www.atmosenergy.com/esg/reports.company/corporate-responsibility-reports.
The Board has also adopted and periodically updates the Code of Conduct for our directors, officers, and employees. The Code of Conduct provides guidance to the Board and management in areas of ethical business conduct and risk and provides guidance to employees and directors by helping them to recognize and deal with ethical issues including, but not limited to (i) conflicts of interest, (ii) gifts and entertainment, (iii) confidential information, (iv) fair dealing, (v) protection of corporate assets and (vi) compliance with rules and regulations. We have provided to our directors, officers, employees, customers, and any other member of the public a toll-free compliance helpline and website by which they may report on an anonymous basis any suggestions, recommendations, questions, observations of unethical behavior, or any suspected violations of our Code of Conduct. A copy of the Code of Conduct may be found on our website at https://www.atmosenergy.com/esg/corporate-governance.company/corporate-responsibility-reports.
12 | ATMOS ENERGY |
Executive and Director Share Ownership Requirements
We have share ownership guidelines for our named executive officers and directors that require each named executive officer and director to hold a multiple of his or her base salary (or annual retainer) in shares of Company stock. The HR Committee believes that executive share ownership promotes better alignment of the interests of our
named executive officers management team members with those of our shareholders, and it monitors compliance with the ownership guidelines each year. Minimum ownership levels are as follows:
Position |
| |
| 5X base salary value | |
President and CEO | 5X base salary value | |
Other Named Executive Officers | 3X base salary value | |
Non-Employee Directors | 5X annual retainer | |
Ownership Sources Included | ||
● Direct or indirect ownership of ● Unvested time-lapse RSUs ● Share units held by non-employee directors under our Directors Plan (defined on page
|
Our Board has adopted an incentive compensation clawback policy to help ensure that incentive compensation is paid based on accurate financial and operating data, and the correct calculation of performance against incentive targets. Our policy addresses recoupment of amounts from performance-based awards paid to employees under the Incentive Plan and LTIP to the extent that they would have been materially less due to inaccurate financial statements, fraud, or intentional, willful or gross misconduct. We intend to adopt a clawback policy consistent with the requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) Rule 10D-1 after the New York Stock Exchange releases final listing standards in accordance with such rule.
Anti-Hedging and Pledging Policy
Our Insider Trading Policy prohibits our directors and employees (including officers) from engaging in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of Company stock including engaging in short sales or trading in options, puts, calls, or other derivative instruments related to Company stock or debt. The policy also prohibits directors and executive officers from pledging Company stock, borrowing against an account in which our commonCompany stock is held, or trading Company stock on margin.
Related Party Transactions Review and Approval Policy
The Board recognizes that related party transactions can present a heightened risk of potential or actual conflicts of interest and may create the appearance that Company decisions are based on considerations other than the best interests of the Company and its shareholders. As a result, the Board prefers to avoid related party transactions, while also recognizing that there are situations where related party transactions may be in the best interests of or may not be inconsistent with the best interests of the Company and its shareholders. The Board has adopted and periodically reviews written guidelines with respect to related party transactions and has delegated to the Nominating Committee the responsibility to review and, if not adverse to the Company’s best interests, approve, related party transactions.
A Under the guidelines, a related party transaction is any transaction (or series of related transactions) involving the Company and in which the amount involved exceeds $120,000$100,000 and a related person has a direct or indirect material interest. A “related person” is:
A director or executive officer of the Company;
A shareholder who beneficially owns more than 5% of the Company’s stock or any immediate family member of such shareholder;
2023 Proxy Statement | 13 |
An immediate family member of any of the Company’s directors or executive officers; or
A company or charitable organization or entity in which any of these persons has a role similar to that of an officer or general partner or beneficially owns 10% or more of the entity.
Under the guidelines, all named executive officers, directors and director nominees are required to identify, to the best of their knowledge after reasonable inquiry, business and financial affiliations involving themselves or their immediate family members, which could reasonably be expected to give rise to a related person transaction. Named executiveExecutive officers, directors and director nominees are required to advise the Corporate Secretary promptly of any change in the information provided and are asked periodically to review and reaffirm this information.
In accordance with the guidelines, the Nominating Committee reviews the material facts of all related person transactions and either approves or disapproves of the entry into any such transaction. However, if advance committee approval of a related person transaction is not feasible, then it shall be considered and, if the committee determines it to be appropriate, ratified at the committee’s next regularly scheduled meeting.
The Nominating Committee has considered and adopted standing pre-approvals under the guidelines for limited types of transactions that meet specific criteria. Such pre-approved transactions are limited to:
● | certain transactions in the ordinary course of business with an entity for which a related person serves as an employee or director, provided the aggregate amount involved in any such transactions during any particular fiscal year does not exceed the greater of (a) $1 million or (b) two percent (2%) of the entity’s gross revenues for the most recently completed fiscal year; |
● | certain charitable contributions made to a foundation, university or other charitable organization for which a related person serves as an employee or a director, provided the aggregate amount of contributions during any particular fiscal year does not exceed the greater of (a) $500,000 or (b) two percent (2%) of the charitable organization’s annual receipts for its most recently completed fiscal year; |
● | employment by the Company of a family member of |
● | payments under the Company’s employee benefit plans and other programs that are available generally to the Company’s employees. |
Mr. Cocklin and Mr. Best each have ason-in-lawrelatives employed by the Company in anon-executive officer positionpositions whose total compensation exceeds the SEC’s reporting threshold of $120,000 per fiscal year. Kevin Freel, Mr. Cocklin’s son-in-law, received $147,482$160,795 in total compensation for fiscal 2019.2022. Robert Cook, Mr. Best’s son-in-law, received $279,838$361,249 in total compensation for fiscal 2019.2022.
State Street is a beneficial owner of more than five percent (5%) of the Company’s common stock outstanding as of the record date of December 13, 2019.12, 2022. During fiscal 2019,2022, State Street (i) acted as trustee of several benefits plans and trusts; (ii) provided fiduciary services for a benefits plan; and (iii) provided retiree benefit payment processing services for several benefits plans and trusts, for which the Company paid a total of approximately $200,000$90,000 in fees. For the Atmos Energy Corporation Master Retirement Trust (the “Master Trust”), State Street (i) acted as trustee; (ii) provided fiduciary services for a benefitsbenefit plan; (iii) provided retiree benefit processing services for a benefit plan whose assets are held in the Master Trust; and (iv) provided investment management services relating to assets held in the Master Trust. For such services, the Master Trust paid a total of approximately $220,000$370,000 in fees during fiscal 2019.2022. All such services provided to the Company and the Master Trust were made in the ordinary course of business and on substantially the same terms as other comparable transactions with third parties.
14 | ATMOS ENERGY |
The Board is committed to assessing its own performance as a board in order to identify its strengths as well as areas in which it may improve its performance. The self-evaluation process, which is established by the Nominating Committee, involves the completion of annual written questionnaires of the Board and its committees, review and discussion of the results of the evaluations by both the committee and full board, and consideration of action plans to address any issues.
Identifying and Evaluating Nominees for Directors
The Nominating Committee uses a variety of methods for identifying and evaluating nominees for director. In the event vacancies are anticipated, or arise, the Nominating Committee considers various potential candidates for director, considering the skill areas and characteristics discussed above and qualifications of the individual candidate. The Nominating Committee will consider candidates that come to their attention through current board members, professional search firms, shareholders, or other persons. The Nominating Committee may interview potential candidates to further assess the qualifications possessed by the candidates and their ability to serve as a director. The Committee then determines the best qualified candidates based on the established criteriawill consider and recommends those candidatesmake recommendations to the Board regarding the nominees to be submitted to the Company’s shareholders for election at the nexteach annual meeting of shareholders.and suitable candidates to fill any vacancies occurring on the Board with a view to achieving and maintaining balance and diversity on the Board with respect to race, sex, age, geographical location, knowledge, skills, expertise, business experience, and other appropriate measures.
If a shareholder wishes to nominate a candidate for election to the Board at the annual meeting, he or she should write to the Corporate Secretary, Atmos Energy Corporation, 1800 Three Lincoln Centre, 5430 LBJ Freeway, Dallas, Texas 75240, which is our principal executive office, no later than the close of business on January 14, 2020,12, 2023, the 25th day following the day on which notice of the meeting is to be sent, December 20, 2019.16, 2022. Such notice should set forth (i) the name and address of the shareholder who intends to make the nomination and of the person or persons to be nominated; (ii) the class and number of shares of stock held of record, owned beneficially and represented by proxy by such shareholder as of the record date for the meeting (December 13, 2019)12, 2022) and of the date of such notice; (iii) a representation that the shareholder is a record holder of the Company’s stock entitled to vote at the meeting and that the shareholder intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (iv) a description of all arrangements or understandings between such shareholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by such shareholder; (v) such other information regarding each nominee proposed by such shareholder as would be required to be disclosed in solicitations for proxies for election of directors pursuant to the proxy rules of the Securities and Exchange Commission; and (vi) the consent of each nominee to serve as director of the Company if so elected. The chairman of the meeting may refuse to acknowledge the nomination of any person not made in compliance with the foregoing procedure.
Communications to the Board, any Board committee, the independent directors, or any individual director (including the Lead Director) may be sent to the Board of Directors, Atmos Energy Corporation, P.O. Box 650205, Dallas, Texas 75265-0205. Communications may also be sent by email toboardofdirectors@atmosenergy.com. If you wish to contact the Lead Director or the independent directors on an anonymous and confidential basis, you may do so by contacting the Company’s Compliance Helpline at 1-866-543-4065 orhttps://www.compliance-helpline.com/welcomeAtmosEnergy.jsp. www.atmosenergy.ethicspoint.com.
2023 Proxy Statement | 15 |
PROPOSAL ONE—ELECTION OF DIRECTORS
The Board is nominating the 1311 individuals below to continue serving as directors and whosewith one-year terms that will expire in 2021.2024. All nominees were recommended for nomination by the Nominating Committee.TheCommittee.The names, ages, biographical summaries and qualifications of the persons who have been nominated to serve as our directors are set forth under “Nominees for Director,” beginning on page 18.17. Each of the nominees has consented to be a nominee and to serve as a director if elected.
Nominees for director must possess, at a minimum, the level of education, experience, sophistication and expertise required to perform the duties of a member of the board of directors of a public company of our size and scope. Once a person is nominated, the committee will assess the qualifications of the nominee, including an evaluation of his or her judgment and skills. The Board has adopted guidelines outlining the qualifications sought when consideringnon-employee director nominees, which are discussed in our Corporate Governance Guidelines on our website at https://www.atmosenergy.com/esg/corporate-governance.company/corporate-responsibility-reports.
Based on the Corporate Governance Guidelines, the specific qualifications and skills the Board seeks across its membership to achieve a balance of experiences important to the Company include, but are not limited to, outstanding achievement in personal careers; prior board experience; wisdom, integrity and ability to make independent, analytical inquiries; understanding of our business environment and a willingness to devote adequate time to Board duties. Other required specific qualifications and skills include a basic understanding of principal operational and financial objectives, and plans and strategies of a corporation or organization of our stature; results of operations and financial condition of an organization and of any significant subsidiaries or business segments and a relative understanding of an organization and its business segments in relation to its competitors.
The Board is committed to diversified membership and does not discriminate based on race, color, national origin, gender, religion or disability in selecting nominees. The Board and the Nominating Committee believe it is important that our directors represent diverse viewpoints and backgrounds. Our Corporate Governance Guidelines provide that the Nominating Committee shall evaluate each director’s continued service on the Board, at least annually, by considering the appropriate skills and characteristics of members of the Board in the context of the then current makeup of the Board. This assessment includesThe Board seeks to maintain balance and diversity on the following factors: diversity (including diversity ofBoard with respect to race, sex, age, geographical location, knowledge, skills, background and experience); age;expertise, business or professional background; financial literacy and expertise; availability and commitment; independenceexperience, and other criteria that the committee or the full Board finds to be relevant.appropriate measures. It is also the practice of the committee to consider these factors when screening and evaluating candidates for nomination to the Board.
16 | ATMOS ENERGY |
Director Nominees’ Skills and Experience
Years Serving | Independent | Diversity |
Public Co |
Public Co |
Industry | Safety |
Regulatory/ Policy |
Strategy/ M&A |
Finance/ Accounting | |||||||||||||
J. Kevin Akers
|
3
| l
| l
| l
| l
| l
| ||||||||||||||||
John C. Ale
|
1
| l
| l
| l
| l
| l
| l
|
| l
|
| ||||||||||||
Kim R. Cocklin
|
13
| l
| l
| l
| l
| l
| l
| |||||||||||||||
Kelly H. Compton
|
6
| l
| l
|
| l
|
| ||||||||||||||||
Sean Donohue
|
4
| l
| l
| l
| ||||||||||||||||||
Rafael G. Garza
|
6
| l
| l
| l
|
| l
|
| |||||||||||||||
Richard K. Gordon
|
21
| l
| l
| l
|
| l
|
| |||||||||||||||
Nancy K. Quinn
|
18
| l
| l
| l
| l
| l
|
| l
|
| |||||||||||||
Richard A. Sampson
|
10
| l
| l
|
| l
|
| ||||||||||||||||
Diana J. Walters
|
4
| l
| l
| l
| l
| l
| l
|
| l
|
| ||||||||||||
Frank Yoho
|
2
| l
| l
| l
| l
| l
| l
|
| l
|
| ||||||||||||
% of Board |
82% |
36% |
45% |
27% |
64% |
45% |
45% |
82% |
|
73% |
|
Each of the following current directors has been nominated to serve an additionalone-year term on the Board of Directors with such term expiring in 2021.2024.
J. Kevin Akers
| ||
Director since 2019
Age:
| President and Chief Executive Officer since October 1, 2019; formerly Executive Vice President from November 2018 through September 2019; Senior Vice President, Safety and Enterprise Services from January 2017 through November 2018; President of theKentucky/Mid-States Division of the Company from May 2007 through December 2016; and President of the Company’s Mississippi Division from 2002 to 2007
Qualifications: Mr. Akers has more than
|
2023 Proxy Statement | 17 |
| ||
Director since
Age:
|
Board
Mr.
In addition to his
|
Kim R. Cocklin
| ||
Director since2009
Age:
| Chairman of the Board since December 10, 2020; formerly Executive Chairman of the Board
Mr. Cocklin was appointed Chairman of the Board, effective December 10, 2020. He was previously appointed as Executive Chairman of the Board, effective October 1, 2017, after having served as Chief Executive Officer or President and Chief Executive Officer from October 2010 through September 2017. Mr. Cocklin has served on the Company’s senior management team since June 2006, having served as President and Chief Operating Officer from October 2008 through September 2010, Senior Vice President, Regulated Operations from October 2006 through September 2008 and Senior Vice President from June 2006 through September 2006. Mr. Cocklin has over 35 years of experience in the natural gas industry, most of that serving in senior management positions at Atmos Energy, Piedmont Natural Gas Company and The Williams Companies. Mr. Cocklin has a strong background in the natural gas industry, including interstate pipeline companies, local distribution companies and gas treatment facilities. He also has extensive experience in rates and regulatory matters, business development and Sarbanes-Oxley compliance matters. In addition, Mr. Cocklin has held leadership roles within leading natural gas industry associations, including the Southern Gas Association and the American Gas Association.
Due to his professional experience in the energy industry and leadership roles with Atmos Energy, other energy companies and industry associations, as well as possessing those attributes discussed in the
|
18 | ATMOS ENERGY |
Kelly H. Compton
| ||
Director since2016
Age:
| Executive Director of The Hoglund Foundation in Dallas, Texas since 1992
Board
Ms. Compton has been a philanthropic leader for over 30 years with The Hoglund Foundation, which partners with education and family support agencies in Dallas, Texas. Prior to managing operations for The Hoglund Foundation, Ms. Compton served as Vice President of Commercial Lending for NationsBank Texas and its predecessors for 13 years. Her responsibilities included loan production and administration for large national corporations as well as middle market companies in the Dallas area. Ms. Compton also currently serves on the Board of Trustees for the Southern Methodist University and the Board of Trustees for The Perot Museum of Nature and Science.
As a result of Ms. Compton’s leadership abilities and experience in public and private finance, development and strategic matters, in addition to displaying those attributes discussed in the
|
Sean Donohue
| ||
Director since2018
Age:
| Chief Executive Officer of Dallas Fort Worth International Airport since 2013
Board Committees: Nominating and Corporate Governance and Corporate Responsibility, Sustainability, & Safety
Qualifications: In his role as Chief Executive Officer of Dallas Fort Worth International Airport (the “Airport”), Mr. Donohue is responsible for the management, operation and future strategy and development of the Airport. Mr. Donohue joined the Airport following a28-year career in the airline industry. Prior to his arrival at the Airport, Mr. Donohue served for three years as the Chief Operating Officer for Virgin Australia Airlines, where he ledday-to-day operations for Australia’s second largest air carrier. Prior to that, Mr. Donohue served for 25 years with United Airlines in a variety of executive roles that included operations, sales and commercial startups.
As a result of Mr. Donohue’s leadership abilities and experience in strategy and development matters, in addition to displaying those attributes discussed in the “Qualifications for Directors” section, the Board has nominated Mr. Donohue to continue serving as a director of Atmos Energy.
|
2023 Proxy Statement | 19 |
Rafael G. Garza
| ||
Director since2016
Age:
| President and Founder of RGG Capital Partners, LLC and Bravo Equity Partners, LP in
Board Committees: Audit and Nominating and Corporate Governance
Mr. Garza serves as Executive Vice Chairman of VBT Financial Corporation and its subsidiary Vantage Bank Texas, a community bank with $3.4 billion in assets. For RGG Capital Partners, LLC and Bravo Equity Partners,
Mr. Garza’sin-depth experience with financial management and strategic planning, his leadership abilities and his display of the attributes discussed in the
|
Richard K. Gordon
| ||
Director since2001
Age:
| General Partner of Juniper Capital LP in Houston, Texas since March 2003; General Partner of Juniper Energy LP in Houston, Texas since August 2006;
Board Committees: Human Resources
Other Public Company Boards: ExoStat Medical, Inc.
Qualifications: For private equity funds Juniper Capital LP, Juniper Energy LP, Juniper Capital II and Juniper Capital III, Mr. Gordon
Based upon his extensive business experience in investment banking and the energy industry, hisin-depth leadership experience as the Lead Director of the Company and as the
|
20 | ATMOS ENERGY |
| ||
|
|
Nancy K. Quinn
| ||
Director since2004
Age:
| Independent energy consultant since July
Board
Ms. Quinn provides senior financial and strategic advice, primarily to clients in the energy and natural resources industries. Prior to 2000, Ms. Quinn also held a senior advisory role with the Beacon Group, focusing on energy industry private equity opportunities and merger and acquisition transactions. Ms. Quinn gained extensive experience in independent exploration and production, as well as in diversified natural gas and oilfield service sectors, while holding leadership positions at PaineWebber Incorporated and Kidder, Peabody & Co. Incorporated. Ms. Quinn has extensive corporate governance leadership experience as Chair of the
The Board has nominated Ms. Quinn, based upon her considerable experience in the natural gas industry, her demonstrated leadership abilities as a board leader in several public companies and her exhibition of those attributes discussed in the
|
Richard A. Sampson
| ||
Director since2012
Age:
| General Partner and Founder of RS Core Capital, LLC, a registered investment advisory firm in Denver, Colorado since January 2013; formerly Managing Director and Client Adviser of JPMorgan Chase & Co. in New York, San Francisco and Denver from May 2006 to May 2012.
Board Committees:
Qualifications: Mr. Sampson held numerous senior leadership positions with JPMorgan Chase, a global financial services firm, through which he gained extensive knowledge of portfolio management, investment concepts, strategies and analytical methodologies. Mr. Sampson’s experience of over 30 years in investment management has provided him with an understanding of global and domestic macroeconomics and capital market issues, financial markets, securities and a solid understanding of state and federal laws, regulations and policies.
In addition to his display of the attributes discussed in the “Qualifications for Directors” section, his substantial experience in investment management, his leadership as Chair of the Nominating Committee and former Chair of the Audit Committee and his knowledge of complex financial transactions, has led the Board to nominate Mr. Sampson to continue serving as a director of Atmos Energy.
|
| ||
|
|
2023 Proxy Statement |
Diana J. Walters
| ||
Director since2018
Age:
| Founder and Managing Member of Amichel, LLC since 2019
Board Committees: Audit and Human Resources
Other Public Company Boards:
Qualifications: Ms. Walters has more than 30 years of experience in the natural resources sector, as an equity investor and investment banker, and in
As a result of Ms. Walters’ leadership abilities and investments experience, in addition to displaying those attributes discussed in the “Qualifications for Directors” section, the Board has nominated Ms. Walters to continue serving as a director of Atmos Energy.
|
| ||
Director since
Age:
|
Board Committees: Audit, Corporate Responsibility, Sustainability, & Safety (Chair), and
Qualifications: Mr.
|
The Board of Directors recommends that our shareholders voteFOR each of the nominees named above for election to the Board. |
ATMOS ENERGY |
The Board believes that the level ofnon-employee director compensation should be based on Board and committee responsibilities and be competitive with comparable companies. The Board generally targets compensation near the median of our proxy peer group (discussed below). In addition, the Board believes that a significant portion ofnon-employee director compensation should be awarded in the form of equity to align director interests with the long-term interests of shareholders.
In fiscal 2019,2022, our director fees remained unchanged from fiscal 2021 and included the following components:
Retainer and Fees | ||
Annual Board Retainer | $100,000 | |
Committee Chair Annual Fees | $15,000 Audit | |
$12,500 Human Resources | ||
$10,000 Nominating & Corporate Governance | ||
$10,000 Corporate Responsibility, Sustainability, | ||
Chairman of the Board Fees | $125,000 | |
Lead Director Fee | $25,000 | |
Annual Grant of Share | $150,000 |
The Company provides ournon-employee directors the option to receive all or part of their cash director retainer and fees (in 10% increments) in Atmos Energy commonCompany stock through the LTIP. The selected commonCompany stock portion of the fee earned in each quarter is issued as soon as possible following the first business day of each quarter. The number of shares issued is equal to the amount of the cash fee that would have been paid to thenon-employee director during a quarter divided by the fair market value (average of the highest and lowest prices as reported on the NYSE Consolidated Tape) on the first business day of such quarter. Only whole numbers of shares of commonCompany stock may be issued. Fractional shares are paid in cash. Two of our directors elected this option during fiscal 2019.2022.
All directors are reimbursed for reasonable expenses incurred in connection with attendance at Board and committee meetings. A director who is also an officer or employee receives no compensation for his or her service as a director. We provide business travel accident insurance fornon-employee directors and their spouses. The policy provides $100,000 coverage to directors and $50,000 coverage to their spouses per accident while traveling on Company business.
Eachnon-employee director is also eligible to participate in the Atmos Energy Corporation Equity Incentive and Deferred Compensation Plan forNon-Employee Directors (“Directors Plan”). This plan allows each such director to defer receipt of his or her annual retainer fee or other director fees and to invest such deferred fees in either a cash account or a stock account (in 10% increments). The amount of the fee allocated as a credit to the cash account is converted to a cash balance as of the first business day of each quarter to beand credited with interest at a rate equal to 2.5% plus the annual yield reported on a10-year U.S. Treasury Note for the first business day of January for each plan year. Interest on the accumulated balance of the cash account is credited monthly. The amount of the fee allocated as a credit to the stock account is converted to share units. The fee payable for the quarter is converted to a
2023 Proxy Statement | 23 |
number of whole and, if applicable, fractional share units on the first business day of that quarter. Share units are also
credited with dividend equivalents whenever dividends are declared on shares of the Company’s commonCompany stock. Such dividend equivalent credits are converted to whole and, if applicable, fractional share units on the same day on which such dividends are paid. At the time of a participating director’s separation from service, plan benefits paid from the cash account are paid in the form of cash. At this time, plan benefits paid from the stock account are paid in the form of shares of commonCompany stock issued, which are equal into the number toof whole share units incredited to the director’s stock account. Any fractional share units are rounded up to a whole share unit prior to distribution.
Each non-employee director also receives an annual grant based on his or her election of share units or RSUs with a one-year vest period under the LTIP each year he or she serves on the Company’s Board of Directors.Board. The grants generally occur on the 30th day following the Company’s annual meeting of shareholders each year and must be held until the director’s separation from service. Such shareyear. Share units accrue dividend equivalents and are settled in the same manner as share units under the Directors Plan. On November 5, 2019,RSUs earn dividends paid in cash at the Board approved a changetime dividends are paid to the annual grant ofCompany’s shareholders. Unlike the RSUs that may be traded upon vesting if the director chooses, share units for Directors. Beginningmust be held until the director’s separation from service and are settled in January 2020, Directors may elect to receive restricted stock unitsaccordance with a one-year vest period in lieu of share unitsthe terms of the same dollar amount.Directors Plan described above.
The Company’snon-employee director compensation program reflects best practices, as follows:
● | Retainer-only compensation with no fees for attending meetings, which is an expected part of board service; |
● | Additional retainers for special roles such as lead director and committee chairs to recognize incremental time and effort involved; |
● | Equity delivered in the form of |
● | Director stock ownership requirements of five times the annual cash retainer. |
Together with its independent compensation consultant, the HR Committee annually reviews thenon-employee director pay program to ensure it remains competitive.
24 | ATMOS ENERGY |
Summary of Cash and Other Compensation
The following table sets forth all compensation paid to ournon-employee directors for fiscal 2019:2022:
Director Compensation for Fiscal Year 2019(a)2022(a)
Name | Fees Earned or Paid in Cash ($)(b) | Stock Awards ($)(c) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(d) | All Other Compensation ($)(e) | Total ($) | |||||||||||||||||||||||||
Robert W. Best |
| 100,000 |
| 150,000 |
| — |
| — |
| 250,000 | ||||||||||||||||||||
Kelly H. Compton |
| 100,000 |
| 150,000 |
| — |
| — |
| 250,000 | ||||||||||||||||||||
Sean Donohue |
| 93,750 |
| 150,000 |
| — |
| — |
| 243,750 | ||||||||||||||||||||
Ruben E. Esquivel(f) |
| 35,125 |
| 150,000 |
| 9,559 |
| 57,245 |
| 251,929 | ||||||||||||||||||||
Rafael G. Garza |
| 100,000 |
| 150,000 |
| — |
| — |
| 250,000 | ||||||||||||||||||||
Richard K. Gordon |
| 129,011 |
| 150,000 |
| — |
| — |
| 279,011 | ||||||||||||||||||||
Robert C. Grable |
| 110,000 |
| 150,000 |
| — |
| — |
| 260,000 | ||||||||||||||||||||
Nancy K. Quinn |
| 112,500 |
| 150,000 |
| 4 |
| 5 |
| 262,509 | ||||||||||||||||||||
Richard A. Sampson |
| 115,000 |
| 150,000 |
| — |
| — |
| 265,000 | ||||||||||||||||||||
Stephen R. Springer |
| 100,000 |
| 150,000 |
| — |
| — |
| 250,000 | ||||||||||||||||||||
Diana J. Walters |
| 93,750 |
| 150,000 |
| 169 |
| 269 |
| 244,188 | ||||||||||||||||||||
Richard Ware II |
| 100,000 |
| 150,000 |
| — |
| — |
| 250,000 |
|
|
|
|
|
|
The following table sets forth, for each participatingnon-employee director, the amount of director compensation deferred during fiscal 2019 and cumulative deferred compensation as of September 30, 2019:
Director Deferred Board Fees for Fiscal Year 2019
Name | Board Fees Deferred to Stock Account ($)(a) | Dividend Equivalents Earned on Stock Account and Reinvested ($)(b) | Cumulative Board Fees Deferred to Stock Account at September 30 ($) | Board Fees Deferred to Cash Account ($) | Interest Earned on Cash Account ($)(c) | Cumulative Board Fees Deferred to Cash Account at September 30 ($) | |||||||||||||||||||||||||||||
Ruben E. Esquivel |
| — |
| — |
| — |
| 17,000 |
| 24,450 |
| 449,119 | |||||||||||||||||||||||
Nancy K. Quinn |
| 40,625 |
| 12,088 |
| 294,586 |
| — |
| 9 |
| 177 | |||||||||||||||||||||||
Stephen R. Springer |
| 32,500 |
| 370 |
| 32,870 |
| — |
| — |
| — | |||||||||||||||||||||||
Diana J. Walters |
| — |
| — |
| — |
| 16,250 |
| 438 |
| 16,688 |
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PROPOSAL TWO—RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee has appointed E&Y to continue as our independent registered public accounting firm for the fiscal year ending September 30, 2020. The firm of E&Y (and its predecessors) has been our independent registered public accounting firm since our incorporation in 1983. It is expected that representatives of E&Y will be present at the annual meeting. The representatives of E&Y will have the opportunity to make a statement if they desire to do so and are expected to be available to respond to appropriate questions.
In accordance with good corporate governance practices, the Company submits the Audit Committee’s appointment of E&Y as its independent registered public accounting firm to our shareholders for ratification each year. If the appointment of E&Y is not so ratified, the Audit Committee will consider the outcome of the vote in its future selection of an independent registered public accounting firm.
As discussed in“Audit CommitteePre-Approval Policy” below, all professional services provided by E&Y werepre-approved by the Audit Committee in accordance with itspre-approval policy.
Fees for professional services provided by our independent registered public accounting firm, E&Y, in each of the last two fiscal years, in each of the following categories are:
September 30 | ||||||||
2019 | 2018 | |||||||
($ In thousands) | ||||||||
Audit Fees |
| 3,522 |
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| 3,365 |
| ||
Audit-Related Fees |
| — |
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| — |
| ||
Tax Fees |
| — |
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| 15 |
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All Other Fees |
| — |
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| — |
| ||
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| |||||
Total Fees |
| 3,522 |
|
| 3,380 |
| ||
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Audit Fees. Fees for audit services include fees associated with the audit of our Annual Report on Form10-K, the assessment by the firm of our design and operating effectiveness of internal control over financial reporting and the reviews of our quarterly reports on Form10-Q. In addition, this amount includes fees associated with the issuance of consents and comfort letters relating to the registration of Company securities and assistance with the review of documents filed with the SEC, as well as fees for an audit provided in connection with a statutory filing.
Tax Fees. Tax fees include fees relating to reviews of tax returns, tax consulting, and assistance with sales and use tax filings and audits.
Audit CommitteePre-Approval Policy
The Audit Committee has adopted apre-approval policy relating to the provision of both audit andnon-audit services by E&Y. Our Audit CommitteePre-Approval Policy provides for thepre-approval of audit, audit-related, tax and other services specifically described in appendices to the policy on an annual basis. Such services arepre-approved up to a specified fee limit. All other permitted services, as well as proposed services exceeding thepre-approved fee limit, must be separatelypre-approved by the Audit Committee. Requests for services that require separate approval by the Audit Committee must be submitted to the Audit Committee by both our Chief Financial Officer and our independent registered public accounting firm and must include a joint statement as to whether, in their view, the request is consistent with the SEC’s rules on auditor independence. The policy authorizes the Audit Committee to delegate to one or more of its memberspre-approval authority with respect to permitted services. The Audit Committee did not delegatepre-approval authority to any members during fiscal 2019 andpre-approved all audit and tax fees for services performed by E&Y in fiscal 2019 in accordance with suchpre-approval policy. The Audit Committee further concluded that the provision of these services by E&Y was compatible with maintaining its independence. The Audit CommitteePre-Approval Policy is available on our website at www.atmosenergy.com/esg/corporate-governance.
Management is responsible for the Company’s internal controls and the financial reporting process. E&Y is responsible for performing an independent audit of the Company’s financial statements in accordance with generally accepted auditing standards and for issuing audit reports on the financial statements and the assessment of the effectiveness of internal control over financial reporting. The Audit Committee’s responsibility is to monitor and oversee these processes on behalf of the Board.
In discharging its responsibility for the year ended September 30, 2019:
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Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors (which the Board has approved) that the Company’s audited financial statements be included in its Annual Report on Form10-K for the year ended September 30, 2019 for filing with the SEC.
Respectfully submitted by the members of the Audit Committee.
Richard A. Sampson, Chair
Kelly H. Compton
Rafael G. Garza
Robert C. Grable
Nancy K. Quinn
COMPENSATION DISCUSSION AND ANALYSIS
This Compensation Discussion and Analysis provides an overview of our executive compensation program objectives and strategy, and the elements of compensation that we provide to our named executive officers, including the process we employed in reaching the decisions to pay the specific amounts and types of executive compensation discussed. Our named executive officers for fiscal 2022 are listed below:
This Compensation DiscussionJ. Kevin Akers(a)
President and Analysis provides an overview of our executive compensation program objectivesChief Executive Officer
Christopher T. Forsythe(b)
Senior Vice President and strategy,Chief Financial Officer
Karen E. Hartsfield(c)
Senior Vice President, General Counsel, and the elements of compensation that we provide to our named executive officers, including the process we employed in reaching the decisions to pay the specific amounts and types of executive compensation discussed. Our named executive officers for fiscal 2019 are listed below:Corporate Secretary
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J. Matt Robbins(e) | Senior Vice President, Human Resources |
(a) |
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Mr. Akers, who served as President |
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Fiscal 2019 Business and Performance Highlights
Over the past eight years, our operating strategy has focused on modernizing our distribution and transmission system to improve the safety and reliability of the system. Since that time, our capital expenditures have increased approximately 13% annually. Our ability to increase capital spending each year to modernize our system has increased our rate base, which has also resulted in increasing earnings per share.
This trend continued during fiscal 2019, as adjusted net income increased to $511.4 million, or $4.35 per diluted share forKentucky/Mid-States Division of the year endedCompany from May 2007 through December 31, 2016, Senior Vice President, Safety and Enterprise Services from January 1, 2017 through November 5, 2018, and Executive Vice President from November 6, 2018 through September 30, 2019, compared with net incomewas appointed by the Board of $603.1 million, or $5.43 per diluted share in the prior year. Adjusted net income for the year ended September 30, 2018, was $444.3 million, or $4.00 per diluted share, after excluding the effects of implementing the TCJA from the prior year.* Capital expenditures for fiscal 2019 totaled approximately $1.7 billion, with approximately 87% of this amount invested to improve the safetyDirectors as President and reliability of our distribution and transmission systems.
Diluted Earnings Per Share* | Declared Dividends Per Share | Total Shareholder Return | ||||||||||
$4.35 | $2.10 | 23.8% | ||||||||||
17th Consecutive Year of EPS Growth | Up from $1.94 for Fiscal 2018 | 3-year cumulative total shareholder return of 63.3% |
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Our executive compensation program is built upon our strategy of “Total Rewards.” Under Total Rewards, we take a comprehensive view of all compensation plans and employee benefits that comprise the total package of executive compensation we provide to our named executive officers. Total Rewards is based on the payment of (i) total cash compensation, composed of base salary and the annual incentive compensation award and (ii) total direct compensation, composed of total cash compensation and the annualized present value of long-term incentive compensation awards, being targeted at the 50th percentile of all such compensation for equivalent positions at companies of comparable size in our primary industry, natural gas distribution, which is represented primarily by companies in our proxy peer group, as discussed below under “Competitive Executive Compensation Benchmarking,” beginning on page 40. We believe this strategy fosters a philosophy of “pay for executive performance” through the use of both annual and long-term incentive compensation. The pay mix at target grant date value for our Chief Executive Officer, effective October 1, 2019.
(b) | Mr. Forsythe, who served as Vice President and |
(c) | Ms. Hartsfield, who served as |
(d) | Mr. McDill, who served as Vice President, Pipeline Operations from May 2012 through September 2021, was appointed by the Board of Directors as Senior Vice President, Utility Operations, effective October 1, 2021. |
(e) | Mr. Robbins, who served as Director of Compensation and Benefits from May 2013 through February 2015 and Vice President, Human Resources from February 2015 to January 2017, was appointed by the Board of Directors as Senior Vice President, Human Resources, effective January 1, 2017. |
Fiscal 2022 Business and Performance Highlights
Over the past eleven years, our operating strategy has focused on modernizing our distribution and transmission system to improve the safety and reliability of the system while reducing regulatory lag. Since that time, our capital expenditures have increased approximately 14% annually. Our ability to increase capital spending each year to modernize our system has increased our rate base, which has also resulted in increasing earnings per share.
This trend continued during fiscal 2022. In fiscal 2022, we generated net income of $774.4 million or $5.60 per diluted share representing increases over net income for the year ended September 30, 2021 of $665.6 million or $5.12 per diluted share. Capital expenditures for fiscal 2022 totaled approximately $2.4 billion, with approximately 88% of this amount invested to improve the safety and reliability of our distribution and transmission systems.
Diluted Earnings Per Share |
Declared Dividends Per Share | |||||||
$5.60 | $2.72 | |||||||
20th Consecutive Year of EPS Growth | Up from $2.50 for Fiscal 2021 |
30 | ATMOS ENERGY |
Our executive compensation program is built upon our strategy of Total Rewards. Under Total Rewards, we take a comprehensive view of all compensation plans and employee benefits that comprise the total package of executive compensation we provide to our named executive officers. Total Rewards is based on the payment of (i) total cash compensation, composed of base salary and the annual incentive compensation award and (ii) total direct compensation, composed of total cash compensation and the annualized present value of long-term incentive compensation awards, being targeted at the 50th percentile of all such compensation for equivalent positions at companies of comparable size in our primary industry, natural gas distribution, which is represented primarily by companies in our proxy peer group, as discussed below under “Competitive Executive Compensation Benchmarking,” beginning on page 39. We believe this strategy fosters a philosophy of “pay for executive performance” through the use of both annual and long-term incentive compensation. The pay mix at target grant date value for our Chief Executive Officer and other named executive officers for fiscal 2022 was primarily long-term and performance-based, as shown in the graphics below.
Fiscal 2022 Target Compensation Mix
Fiscal 2019 Target Compensation Mix
The table below shows the target performance and actual results for our fiscal 2019 performance-based compensation. Based on our fiscal 2019
The table below shows the target performance and actual results for our fiscal 2022 performance-based compensation. Based on our fiscal 2022 performance, the following incentive programs resulted in above target payouts. See “Annual Incentive Compensation,” beginning on page 3635 and “Long-Term Incentive Compensation,” beginning on page 37.36.
Incentive Program Element | Performance Metric | Target Performance | 2019 Actual Performance | 2019 Payout (as a % of | Performance Metric | Target Performance | 2022 Actual Performance | 2022 Payout (as a % of Target) | ||||||||
Annual Incentive Plan | EPS (100% of award) | $4.28 | $4.35 | 133% | EPS (100% of award) | $5.50 | $5.60 | 136% | ||||||||
Long-Term Incentive Program 2017-2019 Cycle | EPS (100% of award) | $11.42 | $11.99 | 150% | ||||||||||||
Long-Term Incentive Program 2020-2022 Cycle | EPS (100% of award) | $14.96 | $15.44 | 100%* |
* | The actual performance level attained over the performance period was 164% of the target performance. However, because the Company’s TSR for fiscal 2020-2022 was negative, compensation for each of the executive officers under the LTIP for the fiscal 2020-2022 cycle was limited to the target level of performance except for Mr. McDill whose grant was made prior to him becoming an executive officer. |
2023 Proxy Statement | 31 |
Executive Compensation Program Objectives and Strategy
Our Total Rewards strategy is reviewed each year and updated as needed by our HR Committee, with assistance from its independent executive compensation consultant. None of our named executive officers have an employment agreement with the Company. We believe that our executive compensation program provides our named executive officers with a balanced compensation approach each year by providing a market-competitive base salary along with participation in annual and long-term incentive compensation plans that are based solely on the Company’s financial performance. These incentive plans are designed to reward our named executive officers on both an annual and long-term basis if they attain specified target goals,targets, the attainment of which does not require the taking of an unreasonable amount of risk, as discussed in “Compensation Risk Assessment,” beginning on page 57.55.
Our executive compensation program is designed to ensure that the interests of our named executive officers are closely aligned with those of our shareholders and customers and that our named executive officers are paid above-target incentive compensation only when the Company’s financial performance warrants the payment of such compensation. We believe that our executive compensation program is effective in allowing our organization to attract and retain highly-qualified senior management team members who can deliver outstanding performance. Our executive compensation program is founded upon the following principles:
● | Our compensation strategy should be aligned with our overall business strategy of providing safe, quality and reliable service to our customers, seeking ongoing improvements in operating efficiencies and focusing upon growth opportunities. |
● | Overall pay targets should reflect the intent to pay named executive officer base salaries at the 50th percentile of the competitive market practice with targeted total cash compensation (base salary plus annual incentive award) and targeted total direct compensation (total cash compensation plus annualized present value of grants of long-term equity incentive compensation) |
● | Key executives charged with the responsibility for establishing and executing business strategy should have incentive compensation opportunities that are aligned with the creation of shareholder value and include upside potential with commensurate downside risk. |
● | Stock ownership, which is an important component of our executive compensation strategy, should |
32 | ATMOS ENERGY |
Our executive compensation practices include:
Executive officer awards under the Incentive Plan and LTIP are generally capped at 200% of target. These awards are capped at |
Fifty percent of long-term incentive compensation is performance-contingent. |
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Executives and directors are subject to |
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Our change in control severance arrangements are triggered only by an involuntary job loss or substantial diminution of duties. |
Severance under our change in control severance arrangements does not exceed three times the sum of a named executive officer’s base salary and their most recent annual Incentive Plan payment. |
We have no employment agreements with our officers. |
We prohibit hedging and pledging of our securities at any time by any employees and directors. |
There is no automatic single trigger |
Our change in control severance arrangements do not contain excise taxgross-up payments. |
We have no excessive perquisites for executives. |
We pay dividends on |
2023 Proxy Statement | 33 |
Elements of Executive Compensation
The following table summarizes the various elements of executive compensation that we provided to our named executive officers for fiscal 2019,2022, followed by a more detailed discussion of each element, why we pay each element, how we determine the amount we pay under each element and how each element fits into our overall compensation objectives.
Element | Description | Objective within Compensation Program | ||||||
Base Salary | Fixed cash compensation, subject to annual review and adjusted in response to changes in performance, duties, strategic importance or competitive salary practices | • Reflects roles, responsibilities, skills, experience and performance
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• Provides base compensation at a level consistent with competitive salary practices
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| Annual Incentive Compensation | Annual cash performance award based on achievement of Company financial performance measures with option to convert all or portion of award to time-lapse RSUs under our LTIP with three-year cliff vesting at a 20% premium | • Increases alignment of senior management and shareholders’ interests by linking pay and performance
• Promotes achievement of annual Company financial goals by linking pay to attainment of such goals
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Long-Term Incentive Compensation | One-half in performance-based equity awards payable only if performance goals are achieved during the three-fiscal year performance period. | • Motivates and rewards financial performance over a sustained period
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• Increases alignment of senior management and shareholders’ interests by encouraging share ownership of senior management
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• Enhances retention of senior management
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• Rewards strong total shareholder return and earnings growth
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Retirement Benefits | Tax-qualified retirement benefits, supplemental retirement and other benefits | • Provides for current and future needs of senior management
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• Enhances recruitment and retention
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• Follows competitive market practices
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Change in Control Severance Benefits | Change in control severance agreements with contingent amounts payable only if employment is terminated under certain conditions following a change in control | • Enhances retention of senior management by providing continuity of employment
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• Promotes objective evaluation and execution of potential changes to the Company’s strategy and structure |
Base Salary. The payment of a base salary is intended to provide a stable, fixed amount of income to our named executive officers for theirday-to-day job performance. Base salaries represent a relatively small portion of total compensation. However, the amount of base salary paid to each named executive officer is a major determinant of the amounts of all other elements of compensation. Base salaries for each position are compared on the basis of job content primarily toThe HR Committee reviews base salaries for similar positions in companies in our proxy peer groupannually, and generally targetingtargets the 50th percentile of the competitive market practice.
34 | ATMOS ENERGY |
The base salaries for all named executive officers were determined by the HR Committee after consideringpercentile of the competitive benchmarking data for each position discussed below,market practice. Annual salary adjustments are not automatic or guaranteed, but rather based on the committee’s subjective evaluation of the performance of each named executive officer, the value of the individual in the position to the Company relative to other positions and their level of experience, the Company’s base salary increase budget and guidelines as well as current economic conditions. As a result, the HR Committee approved base salaries in the amounts noted in the table below for calendar year 2019, with the exception of Mr. Akers whose base salary was effective on November 6, 2018, due to his promotion to Executive Vice President as of that date.2022.
Name | Base Salary ($) | ||||
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J. Kevin Akers |
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Christopher T. Forsythe |
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John S. McDill | 442,000 | ||||
J. Matt Robbins | 345,355 |
The HR Committee believes that the base salaries provided to each of the named executive officers are appropriate to retain and motivate them, are competitive with salaries offered for similar positions by companies in our proxy peer group and are consistent with our Total Rewards strategy.
Annual Incentive Compensation. Through our Incentive Plan, we provide our named executive officers an opportunity to earn an annual incentive award based upon the Company’s financial performance each year as measured by our fully diluted EPS. The HR Committee believes that EPS is the most appropriate measurement of our financial performance both on an annual and long-term basis, because it most accurately reflects the growth and performance of our operations. The EPS measurement is also one of the most currently well-known measurements of overall financial performance of public companies. The HR Committee believes that using this measurement as the basis for our incentive compensation plans best aligns the interests of our named executive officers with the interests of our shareholders and customers.
For fiscal 2019,2022, the HR Committee reviewed competitive compensation benchmarking data, as discussed below, to establish an annual target opportunity expressed as a percentage of base salary earned during fiscal 20192022 for each named executive officer. Such target incentive award opportunities are reviewed each year and benchmarked against the 50th percentile for similar positions within companies in our proxy peer group as described above in “Executive Compensation Program Objectives and Strategy,” beginning on page 33.32. The Incentive Plan targets for fiscal 20192022 for each of the named executive officers were as follows:follows and remained unchanged as a percentage of base salary from fiscal 2021 levels:
Name | Fiscal Year Incentive Plan Target as Percentage (%) of Base Salary Earned | ||||
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J. Kevin Akers |
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Christopher T. Forsythe |
| 65 | |||
| 60 | ||||
John S. McDill | 60 | ||||
J. |
| 60 |
At its meeting in October 2018,November 2021, the HR Committee established the threshold, target and maximum performance levels of EPS upon which the Incentive Plan’s awards would be based for fiscal 2019,2022, along with the corresponding percentages of target awards to be paid out. The target EPS performance level was based on our annual business plan and budget and considered such factors as the allowed rates of return in our established service areas, natural
gas pricing and volatility, budgeted capital expenditures, expected growth within our service areas, competitive factors from other service providers and other business considerations embedded in our annual business planning process.
2023 Proxy Statement | 35 |
The HR Committee has continued to set increasingly challenging EPS target performance levels under the Incentive Plan each fiscal year, as demonstrated by increasing such target performance levels on average by 9% per year over the last three fiscal years. Such target performance levels have also continued to be within the range of announced EPS guidance provided to the public in November of each year.
The following table summarizes the performance levels and actual performance level attainment under the Incentive Plan for fiscal 2019:2022:
Performance Level |
Annual EPS |
Percentage (%) of |
Annual EPS |
Percentage (%) of | ||||
Below Threshold |
<$4.07 |
No award | <$5.23 | No award | ||||
Threshold |
$4.07 |
50 | $5.23 | 50 | ||||
Target |
$4.28 |
100 | $5.50 | 100 | ||||
Actual EPS |
$4.35 |
133 | $5.60 | 136 | ||||
Maximum |
$4.49 |
200 | $5.78 | 200 |
Since the actual EPS performance level attained was between the target of $4.28$5.50 per share and maximum of $4.49$5.78 per share, straight-line interpolation was used to compute the percentage of the target award earned. The HR Committee has the discretion under the Incentive Plan to make downward adjustments to earned awards but may not make upward adjustments. For fiscal 2019,2022, the HR Committee did not use its discretion to make negative adjustments to any awards for any of our named executive officers. However, the HR Committee does place a limit under certain conditions on the amount of earned awards for all our named executive officers. If the Company’s TSR during any fiscal year is negative, the earned award for each such officer for that fiscal year will be limited to the amount earned at the target level of performance. This limitation was not applicable infor the fiscal 20192022 performance period since the Company’s TSR was positive for the fiscal year at 24%.such performance period.
Awards under the Incentive Plan are paid in cash and are based on the participant’s eligible earnings received during the fiscal year. However, under the terms of the Incentive Plan, participants may elect prior to the beginning of each fiscal year to convert all or a portion of their final earned awards to time-lapse RSUs with three-year cliff vesting, with a premium equal to 20% of the amount converted such that the value of time-lapse RSUs received will equal 120% of the value of the final earned award, and with such units being awarded under our LTIP. Each named executive officer elected to receive 100% cash for his or her fiscal 2022 Incentive Plan award.
Long-Term Incentive Compensation. The HR Committee grants awards under our LTIP each fiscal year that are structured with 50% of the targeted long-term value in the form of three-fiscal year performance-based RSUs (measured by cumulative EPS over the three-year period) and with the remaining 50% in the form of time-lapse RSUs with three-year cliff vesting. The HR Committee bases the actual number and value of awards granted primarily on the competitive compensation benchmarking of grants made by the companies in our proxy peer group, as discussed below.
TIME-LAPSE RSUs
50% | PERFORMANCE-BASED RSUs
50% | |||
• Alignment with shareholders
• Facilitates share ownership
• Strong retention vehicle | • Tied to achievement of long-term operational objectives • Alignment with shareholders
• Facilitates share ownership
• Strong retention vehicle | |||
36 | ATMOS ENERGY |
The HR Committee bases the three fiscal year cumulative EPS target performance levels on the same factors they utilize for our Incentive Plan described above. The HR Committee has also historically set increasingly challenging cumulative three-fiscal year EPS target performance levels each year, by increasing such target performance levels on average of about 17% per year for grants over the last three fiscal years.year. The HR Committee believes this performance is in alignment with the Company’s shareholder return performance over that same time period. The following table summarizes the performance levels and actual performance attainment levels for the fiscal 2017-20192020-2022 performance period relating to the grants of performance-based RSUs awarded in May 2017:2020:
Performance Level |
Cumulative |
Percentage (%) of |
Cumulative (a) |
Percentage (%) of | ||||
Below Threshold |
<$10.28 |
No award | <$14.21 | No award | ||||
Threshold |
$10.28 |
50 | $14.21 | 50 | ||||
Target |
$11.42 |
100 | $14.96 | 100 | ||||
Actual Performance |
$11.99 |
150 | $15.44 | 100(b) | ||||
Maximum |
$12.56 |
200 | $15.71 | 200 |
(a) The performance levels and actual performance attainment during the three-fiscal year performance period exclude the effects (b) The actual performance level attained over the performance period was 164% of the target performance. However, because the Company’s TSR for fiscal 2020-2022 was negative, compensation for the executive officers under the LTIP for fiscal 2020-2022 was limited to the target level of performance except for Mr. McDill whose grant was made prior to him becoming an executive officer, so his compensation was paid out at 164% of the |
Since the actual performance level attained over the performance period was $11.99$15.44 per share, each named executive officer earned 150%164% of their target award. The awards were paid in the form of shares of commonCompany stock issued in November 20192022 with the named executive officers also receiving cumulative cash dividend equivalents over the three-fiscal year performance period on such awards. As with the payout of Incentive Plan awards, if the Company’s TSR during the performance period is negative, the earned award for each such officer for such performance period will be limited to the amount earned at the target level of performance. This limitation was not applicableBecause the Company’s TSR for the fiscal 2017-20192020-2022 performance period sincewas negative, compensation for the Company’s TSRexecutive officers under the LTIP for fiscal 2020-2022 was positivelimited to the target level of performance except for such performance periodMr. McDill whose grant was made prior to him becoming an executive officer, so his compensation was paid out at 63%.164% of the target performance.
At its meeting in October 2018,November 2021, the HR Committee also established the threshold, target and maximum performance levels of cumulative EPS upon which performance-based RSUs awards would be based for the fiscal 2019-20212022-2024 performance period, along with the corresponding percentages of target awards. The three-fiscal year cumulative EPS target performance level was based on the same factors utilized by the HR Committee for our Incentive Plan described above. The HR Committee then awarded grants to the named executive officers at its meeting in May 2019,2022, which were later ratified by the Board, of performance-based RSUs for the fiscal 2019-20212022-2024 performance period. The following table shows the three yearthree-year performance criteria for such period:
Performance Level |
Cumulative |
Percentage (%) of |
Cumulative |
Percentage (%) of | ||||
Below Threshold |
<$13.07 |
No award | <$16.80 | No award | ||||
Threshold |
$13.07 |
50 | $16.80 | 50 | ||||
Target |
$13.76 |
100 | $17.69 | 100 | ||||
Maximum |
$14.45 |
200 | $18.58 | 200 |
Retirement Benefits. All our current named executive officers, other than Ms. Hartsfield and Mr. Robbins, participate in our Pension Account Plan (“PAP”), which is a qualified, cash balance defined benefit pension plan.
2023 Proxy Statement | 37 |
Benefits under this plan become vested andnon-forfeitable after completion of three years of continuous employment. For any named executive officer who retires
with vested benefits under the plan, the compensation shown as “Salary” in the “Summary Compensation Table for Fiscal Year 2019202,2,” beginning on page 43,41, would be considered eligible compensation in determining benefits. See the discussion under“Pension AccountPlan” on page 48,45, for more information about this plan.
In addition, all our named executive officers participate in our Retirement Savings Plan (“RSP”), which is a qualified defined contribution plan. Any named executive officer who joined the Company after September 30, 2010, would not be eligible to participate in the PAP. However, in lieu thereof, he or she would receive a fixed annual Company contribution (“FAC”FACC”) which is equal to 4% of his or her eligible earnings.earnings to the RSP. Ms. Hartsfield and Mr. Robbins receive this FACC. See the discussion under“Retirement Savings Plan” on page 4846 for more information about this plan.
Mr. Cocklin, Mr. Haefner and Mr. Akers also participateparticipates in the Supplemental Executive Retirement Plan (“SERP”), which provides retirement benefits (as well as supplemental disability and death benefits). Each of theseA named executive officersofficer who has participated in the plan for at least two years and who has attained the age of 55 is entitled to a lump sum payment. The lump sum payment is actuarially equivalent to an annual retirement supplementsupplemental pension in an amount that, when added to the annual retirement amount payable to him under the PAP, equals 60% of theirhis total cash compensation. The annual supplemental retirement amount will generally be equal to 60% of the sum of the amount of the participant’s last annual base salary and the amount of their last award under the Incentive Plan, subject to reductions for less than ten years of employment with the Company and for retirement prior to age 62.
Mr. Forsythe, Ms. Hartsfield, Mr. McDill, and Mr. ParkRobbins participate in the Account Balance SERP, which is anon-qualified defined contribution plan, thatunder which the Company currently provides an annual contribution of 25% of the participant’s total annual earnings (base salary and incentive payment under our Incentive Plan) into a notional supplemental retirement account, as well as provides supplemental disability and death benefits.
The HR Committee believes that these retirement benefits at the amounts provided to our named executive officers are an important component of total compensation and benefitsTotal Rewards and are required to ensure that our overall executive compensation package remains competitive with executive compensation packages offered by other major public companies in our industry. See the discussion under“Retirement Plans,” beginning on page 48,45, for more information on our retirement benefits.
Change in Control Severance Benefits. We have severance agreements in place with each of our named executive officers to provide certain severance benefits for them in the event of the termination of their employment within three years following a “change in control” of the Company (as defined in the severance agreements and described generally in “Change in Control Severance Agreements,” beginning on page 50)48). The severance agreement for each named executive officer generally provides that the Company will pay such officer as severance pay in one lump sum an amount equal to (a) 2.5 times their total cash compensation (annual base salary and the higher of the last annual award under the Incentive Plan or the average of the three highest annual awards received under such plan) and (b) the total of (i) an amount that is actuarially equivalent to an additional three years of annual age and service credits payable to the officer under the PAP or the FACC, as applicable, and (ii) an amount that is actuarially equivalent to an additional three years of Company matching contributions payable to the officer under the RSP.
In addition, each named executive officer iswould be paid (i) an amount that is generally actuarially equivalent to an additional 36 months of health and welfare benefits and (ii) an amount that is actuarially equivalent to 36 months of accident and life insurance coverage, along with disability coverage. If the total of such lump sum severance payment results in the imposition of excise taxes imposed by Section 4999 of the IRC,Internal Revenue Code (“IRC”), the named executive officer has the ability to elect to have the payment reduced to a level that will result in no payment of such excise tax. In lieu of reducing the severance payment under the agreement, each named executive officer may elect to have the Company pay the full severance payment amount, thereby leaving such officer responsible for personally paying the excise tax penalties imposed on such “excess parachute payments.”
The HR Committee believes that providing severance protection to our named executive officers following a change in control is a key component to ensuring that our executive compensation program remains competitive and that our named executive officers remain engaged before and during any potential change in control transaction.
38 | ATMOS ENERGY |
Additional Information on Named Executive Officer Compensation
The compensation of our Past President and CEO, Mr. Haefner, was higher in fiscal 2019 than that of any of our other named executive officers primarily in recognition of Mr. Haefner’s level of responsibility and the competitive market data for chief executive officers ofcomparably-sized companies in our proxy peer group. However, Mr. Haefner
participated in all the same compensation plans as the other named executive officers and was subject to the same performance measurement determinations under our annual and long-term incentive compensation plans. We do not have any individual compensation policies or plans that are not applied consistently to all our named executive officers. Each year, we set our target opportunities in incentive compensation based solely upon competitive market conditions and the other factors discussed below.
In addition, in determining executive compensation, the HR Committee and our Board considered the results of our most recent shareholder advisory vote on executive
compensation at our February 6, 2019,9, 2022, meeting of shareholders. Our shareholders approved the compensation of our named executive officers for fiscal 2018,2021, with over 95% of the shares voted in favor of such compensation. Accordingly, the HR Committee and our Board decided to continue to adhere to itspay-for-performance philosophy and did not materially change our executive compensation programs and policies over the last fiscal year as a result of the most recent shareholders’ advisory vote on executive compensation or otherwise. However, the HR Committee and Board will continue to review our executive compensation program each year and will consider the views of our shareholders and other developments during such review.
Competitive Executive Compensation Benchmarking
Like all major corporations, we operate in a competitive environment for talented executives. In August 2018, Pay GovernanceNovember 2021, Meridian Compensation Partners, LLC (“Pay Governance”Meridian”), ourthe HR Committee’s independent compensation consultant, through May 2019, provided ourthe HR Committee with a review of the compensation program elements and pay levels for companies similar to us and of comparable size as measured by financial measures and market capitalization for fiscal 2018.2021. The competitive compensation benchmarking data reviewed by the HR Committee included base salary, annual incentive compensation and long-term incentive compensation found in the proxy statements and other public filings filed by companies in the proxy peer group. The companies in the proxy peer group were selected because they represent those companies considered by the HR Committee to be the most comparable to the Company in terms of business operations, market capitalization and overall financial performance. The companies in the proxy peer group for the following fiscal year are selected annually by the HR Committee after its review of the recommendation of and presentation by its independent compensation consultant, which selection is then reviewed and approved by the Board. Below is our peer group for fiscal 2019. This2022, which remained the same proxyas the peer group was used in the stock performance graph appearing in our Annual Report on Form10-Kfor the fiscal year ended September 30, 2019.2021.
Fiscal | ||
Alliant Energy Corporation |
NiSource Inc. | |
Ameren Corporation | OGE Energy Corp. | |
Black Hills Corporation | ONE Gas, Inc. | |
CenterPoint Energy, Inc. |
| |
CMS Energy Corporation | Spire Inc. | |
Evergy, Inc. | WEC Energy Group, Inc. | |
|
| |
National Fuel Gas Company | Xcel Energy Inc. |
The annual revenues shown below for the companies in our proxy peer group are for the most recent fiscal year reported. The market capitalizations shown below are as of June 30, 2019.2022.
Revenues |
Market Cap. ($ Million) | |||||||||
25th Percentile |
|
2,033 |
|
|
4,772 |
| ||||
50th Percentile |
|
3,605 |
|
|
10,564 |
| ||||
75th Percentile |
|
5,657 |
|
|
14,530 |
| ||||
Atmos Energy Corporation |
|
2,902 |
|
|
12,349 |
|
Revenues |
Market Cap. | |||||||||
25th Percentile |
| 2,269 |
| 5,876 | ||||||
50th Percentile |
| 4,630 |
| 13,334 | ||||||
75th Percentile |
| 7,373 |
| 19,343 | ||||||
Atmos Energy Corporation |
| 4,202 |
| 15,584 |
To supplement the executive compensation information derived from its study of the proxy peer group, the HR Committee also considered, on a limited basis, executive compensation benchmarking data from the latest Willis
2023 Proxy Statement | 39 |
Towers Watson U.S. CDB Energy Services Executive Compensation Survey (“energy services industry survey”) providedcompiled by Pay Governance.Meridian. The companies in this survey include companies in the natural gas, nuclear and electric utilities industries. To adjust for size differences, Pay GovernanceMeridian employed a statistical analysis (single regression) in the survey based on relative total annual revenues to determine competitive pay rates for our named executive officers based
upon the data derived from such survey. The HR Committee also reviewed compensation data from broader energy industry and general industry surveys providedcompiled by Pay Governance,Meridian, as a secondary reference point that reflects broader pay practices.
Using primarily the proxy peer group compensation analysis, as well as limited supplemental data from the energy services industry survey, the HR Committee reviewed competitive target compensation levels for each named executive officer at the 50th percentile level of the competitive market. For each named executive officer position, base salary, target total cash compensation (base salary plus annual incentive award) and target total direct compensation (base salary plus annual incentive award(target total cash compensation plus the annualized present value of long-term incentive compensation) were benchmarked and analyzed with reference to the Company’s desired competitive compensation positioning.
Independent Compensation Consultant
The HR Committee has been granted through its charter the sole authority from the Board for the appointment, compensation and oversight of the Company’sits independent compensation consultant. The HR Committee retained Pay Governance from October 2018 to May 2019 and Meridian Compensation Partners, LLC (“Meridian”) from May 2019 to present as its independent compensation consultant to assist with its responsibilities related to the Company’s compensation program for its named executive officers and non-employee directors. The HR Committee directed ourits independent compensation consultantsconsultant to (i) regularly attend meetings of the committee, (ii) conduct studies of competitive compensation practices and (iii) develop conclusions and recommendations related to the executive compensation plans of the Company for consideration by the committee. OurThe independent compensation consultantsconsultant assisted with (i) the identification of the Company’s proxy peer group, (ii) an assessment of competitive compensation fornon-employee directors of the Company, and (iii) a review of base salary, annual incentives and long-term incentive compensation opportunities of Company executive officers relative to competitive practices. OurThe independent compensation consultantsconsultant also advised the HR Committee on emerging trends and developments in executive compensation, provided recommendations regarding ourthe Company’s executive compensation strategy and performed an assessment of the risks contained in the Company’s incentive compensation plans.
OurThe independent compensation consultant attended all three HR Committee meetings held in fiscal 2019.2022. Based on policies and procedures implemented by the HR Committee and by ourits independent compensation consultants to ensure the objectivity and independence of the individual executive compensation consultants for Pay Governance and Meridian, the HR Committee believes that the consulting advice it received during the fiscal year from ourits consultants was objective, not influenced by any other relationships ourits consultants had with the Company and raised no conflicts of interest. In making this determination, the HR Committee also assessed the independence factors set forth in applicable SEC regulations and rules, NYSE corporate governance standards, and other facts and circumstances, and it concluded that the retention of Pay Governance, Meridian and each of theirits individual executive compensation consultants raised no conflicts of interest.
Management’s Role in Setting Named Executive Officer Compensation
The HR Committee and Mr. Haefner, our President and CEO during fiscal 2019,Akers met with representatives of Pay GovernanceMeridian at the beginning of fiscal 20192022 to review and discuss the compensation of all other named executive officers, except for Mr. Cocklin.officers. However, at no time did Mr. HaefnerAkers meet with representatives of Pay GovernanceMeridian or otherwise participate in HR Committee discussions regarding his own compensation. For fiscal 2019,2022, Mr. HaefnerAkers recommended to the HR Committee compensation for the other named executive officers, except for Mr. Cocklin, while Pay GovernanceMeridian provided to the HR Committee general guidance and competitive compensation data for Mr. Cocklin and Mr. Haefner.Akers.
Mr. Cocklin and Mr. HaefnerAkers may be present during a portion of the HR Committee’s meetings on executive compensation. However, both Mr. Cocklin and Mr. HaefnerAkers (along with any other named executive officers in attendance at HR Committee meetings), are excused when the compensation of such named executive officers is discussed and decisions regarding their compensation are reached by the HR Committee. All decisions by the HR Committee concerning all forms of executive compensation to be paid to the Executive Chairman, the President and CEO and the other named executive officers are approved by the Board.
Limitation on Deductibility of Executive Compensation
Internal Revenue Code (“IRC”) Section 162(m) limits the deductibility of compensation in excess of $1 million paid to any one single covered employee in any calendar year. Under the tax rules in effect before 2018, compensation paid to certain named executive officers that qualified as “performance-based” under Section 162(m) was deductible without regard to this $1 million limit. However, the TCJA, which was signed into law on December 22, 2017, eliminated this performance-based compensation exception, effective January 1, 2018, subject to a special rule that “grandfathers” certain awards and arrangements that were in effect on or before November 2, 2017. From and after January 1, 2018, compensation awarded in excess of $1 million to our named executive officers generally will not be deductible. However, the HR Committee will, consistent with its past practice, continue to retain flexibility to design compensation programs that are in the best long-term interests of the Company and our shareholders, with deductibility of compensation being only one of a variety of considerations taken into account.
In August 2019, consistent with the long-term leadership succession plan conducted by the Board, the Company announced that J. Kevin Akers, Executive Vice President, would assume the role of President and Chief Executive Officer, effective October 1, 2019. Michael E. Haefner will remain an employee of the Company through his anticipated date of retirement, January 2, 2020. Kim R. Cocklin will remain Executive Chairman of the Board. In connection with this transition, for fiscal 2020, the Board increased Mr. Akers’s base salary from $475,000 to $850,000, increased his target annual bonus to 100% of his base salary, and increased his long-term incentive award target. The Board also increased Mr. Cocklin’s base salary from $700,000 to $850,000 for fiscal 2020. In setting the fiscal 2020 compensation for Mr. Akers and Mr. Cocklin, the HR Committee followed the same objectives and strategy and used the same benchmarking process as discussed in “Executive Compensation Program Objectives and Strategy” and “Competitive Executive Compensation Benchmarking” above.
ATMOS ENERGY |
NAMED EXECUTIVE OFFICER COMPENSATION
Summary of Cash and Other Compensation
The following table provides information concerning compensation we paid to or accrued on behalf of our Principal Executive Officer, our Principal Financial Officer and the three other most highly compensated executive officers serving as such on September 30, 2019:2022:
Summary Compensation Table for Fiscal Year 2019(a)2022(a)
Name and Principal Position
| Year
| Salary
| Stock
| Non-Equity
|
Change in
| All Other
| Total
| |||||||||||||||||||||||||||||||||
Kim R. Cocklin(f) |
|
2019 |
|
|
740,962 |
|
|
2,923,804 |
|
|
740,943 |
|
|
1,456,531 |
|
|
15,194 |
|
|
5,877,434 |
| |||||||||||||||||||
Executive Chairman of the Board | 2018 | 852,972 | 2,627,833 | 852,950 | — | 11,865 | 4,345,620 | |||||||||||||||||||||||||||||||||
| 2017
|
|
| 996,640
|
|
| 2,706,818
|
|
| 934,350
|
|
| —
|
|
| 18,892
|
|
| 4,656,700
|
| ||||||||||||||||||||
Michael E. Haefner(g) |
|
2019 |
|
|
941,088 |
|
|
2,627,330 |
|
|
1,254,456 |
|
|
5,560,898 |
|
|
12,221 |
|
|
10,395,993 |
| |||||||||||||||||||
Past President and Chief Executive Officer | 2018 | 845,577 | 2,624,913 | 845,556 | 6,656,527 | 17,265 | 10,989,838 | |||||||||||||||||||||||||||||||||
| 2017
|
|
| 593,077
|
|
| 1,233,019
|
|
| 472,608
|
|
| 2,599,360
|
|
| 11,997
|
|
| 4,910,061
|
| ||||||||||||||||||||
J. Kevin Akers(h) |
|
2019 |
|
|
463,435 |
|
|
809,197 |
|
|
401,633 |
|
|
6,169,053 |
|
|
12,221 |
|
|
7,855,539 |
| |||||||||||||||||||
President and Chief Executive Officer | 2018 | 373,154 | 520,080 | 298,516 | 532,993 | 11,867 | 1,736,610 | |||||||||||||||||||||||||||||||||
| 2017
|
|
| 332,049
|
|
| 408,949
|
|
| 228,284
|
|
| 1,227,607
|
|
| 11,923
|
|
| 2,208,812
|
| ||||||||||||||||||||
Christopher T. Forsythe(i) |
|
2019 |
|
|
434,639 |
|
|
809,197 |
|
|
376,678 |
|
|
342,141 |
|
|
198,620 |
|
|
2,161,275 |
| |||||||||||||||||||
Senior Vice President and Chief Financial Officer | 2018 | 388,702 | 520,080 | 310,954 | 179,097 | 168,205 | 1,567,038 | |||||||||||||||||||||||||||||||||
| 2017
|
|
| 344,231
|
|
| 408,949
|
|
| 236,659
|
|
| 137,057
|
|
| 103,213
|
|
| 1,230,109
|
| ||||||||||||||||||||
David J. Park(j) |
|
2019 |
|
|
412,165 |
|
|
591,021 |
|
|
329,724 |
|
|
321,174 |
|
|
194,521 |
|
|
1,848,605 |
| |||||||||||||||||||
Senior Vice President, Utility Operations | 2018 | 373,154 | 520,080 | 298,516 | 173,678 | 161,094 | 1,526,522 | |||||||||||||||||||||||||||||||||
| 2017
|
|
| 321,328
|
|
| 541,574
|
|
| 110,457
|
|
| 130,361
|
|
| 98,328
|
|
| 1,202,048
|
|
Name and Principal Position
| Year
| Salary
| Stock
| Non-Equity
|
Change in
| All Other
| Total
| |||||||||||||||||||||
J. Kevin Akers(f) |
|
2022 |
| 976,923 | 2,523,433 | 1,325,782 | — | 13,424 | 4,839,562 | |||||||||||||||||||
President and Chief Executive Officer | 2021 | 900,077 | 2,957,744 | 900,077 | 1,696,678 | 12,738 | 6,467,314 | |||||||||||||||||||||
2020 | 841,346 | 2,366,076 | 841,346 | 5,765,795 | 12,096 | 9,826,659 | ||||||||||||||||||||||
Christopher T. Forsythe(g) | 2022 | 510,631 | 776,964 | 450,435 | — | 221,069 | 1,959,099 | |||||||||||||||||||||
Senior Vice President and Chief Financial Officer | 2021 | 492,231 | 910,712 | 319,950 | 86,730 | 212,622 | 2,022,245 | |||||||||||||||||||||
2020 | 472,777 | 728,494 | 307,305 | 64,333 | 224,460 | 1,797,369 | ||||||||||||||||||||||
Karen E. Hartsfield(h) | 2022 | 452,523 | 567,433 | 368,471 | 35,537 | 205,901 | 1,629,865 | |||||||||||||||||||||
Senior Vice President, General Counsel, and Corporate Secretary | 2021 | 434,308 | 665,441 | 260,585 | 26,163 | 196,296 | 1,582,793 | |||||||||||||||||||||
2020 | 407,539 | 532,597 | 244,523 | 17,445 | 199,252 | 1,401,356 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
John S. McDill(i) | 2022 | 437,096 | 567,433 | 355,910 | — | 178,935 | 1,539,374 | |||||||||||||||||||||
Senior Vice President, Utility Operations | ||||||||||||||||||||||||||||
J. Matt Robbins(j) | 2022 | 341,523 | 567,433 | 278,089 | 34,786 | 163,076 | 1,384,907 | |||||||||||||||||||||
Senior Vice President, Human Resources | 2021 | 328,437 | 665,441 | 197,062 | 27,325 | 154,010 | 1,372,275 |
(a) | No |
2023 Proxy Statement | 41 |
(b) | In accordance with applicable SEC rules, the valuation of stock awards in this table is based upon the grant date fair value of time-lapse RSUs granted during fiscal |
Name
| Year
|
Stock
| Year |
Stock
| ||||||||||||
Kim R. Cocklin |
|
2019 |
|
|
2,627,330 |
| ||||||||||
2018 | 2,286,618 | |||||||||||||||
| 2017
|
|
| 2,333,034
|
| |||||||||||
Michael E. Haefner |
|
2019 |
|
|
2,627,330 |
| ||||||||||
2018 | 2,286,618 | |||||||||||||||
| 2017
|
|
| 1,043,832
|
| |||||||||||
J. Kevin Akers |
|
2019 |
|
|
809,197 |
|
| 2022 |
|
| 3,785,149 |
| ||||
2018 | 520,080 |
| 2021 |
|
| 2,957,744 |
| |||||||||
| 2017
|
|
| 408,949
|
|
| 2020 |
|
| 2,366,076 |
| |||||
Christopher T. Forsythe |
|
2019 |
|
|
809,197 |
|
| 2022 |
|
| 1,165,445 |
| ||||
2018 | 520,080 |
| 2021 |
|
| 910,712 |
| |||||||||
| 2017
|
|
| 408,949
|
|
| 2020 |
|
| 728,494 |
| |||||
David J. Park |
|
2019 |
|
|
591,021 |
| ||||||||||
Karen E. Hartsfield |
| 2022 |
|
| 851,149 |
| ||||||||||
2018 | 520,080 |
| 2021 |
|
| 665,441 |
| |||||||||
| 2017
|
|
| 408,949
|
|
| 2020 |
|
| 532,597 |
| |||||
John S. McDill |
| 2022 |
| 851,149 |
| |||||||||||
J. Matt Robbins |
| 2022 |
|
| 851,149 |
| ||||||||||
|
| 2021 |
|
| 665,441 |
|
(c) | The amounts shown for fiscal |
Name
| Incentive
| Cash
| Amount
|
Restricted
|
Value of
| Units
| ||||||||||||||||||
Kim R. Cocklin | 987,924 | 75 | 740,943 | 25 | 246,981 | 2,279 | ||||||||||||||||||
Michael E. Haefner | 1,254,456 | 100 | 1,254,456 | 0 |
| — |
|
| — |
| ||||||||||||||
J. Kevin Akers | 401,633 | 100 | 401,633 | 0 |
| — |
|
| — |
| ||||||||||||||
Christopher T. Forsythe | 376,678 | 100 | 376,678 | 0 |
| — |
|
| — |
| ||||||||||||||
David J. Park | 329,724 | 100 | 329,724 | 0 |
| — |
|
| — |
|
(d) | The amounts shown reflect (i) |
(e) | The components of “All Other Compensation” are reflected in the table below. |
(f) | Mr. |
|
|
Mr. Forsythe was appointed as Senior Vice President and Chief Financial Officer by the Board of Directors, effective February 1, 2017. |
Ms. Hartsfield was appointed as Senior Vice President, General Counsel, and Corporate Secretary, effective August 7, 2017. |
(i) | Mr. |
(j) | Mr. Robbins was appointed as Senior Vice President, Human Resources, effective January 1, 2017. Mr. Robbins was not a named executive officer until the 2021 fiscal year. |
ATMOS ENERGY |
All Other Compensation for Fiscal Year 20192022
Name
| Company
| Company
|
Cost of
| Financial
| Perquisites
| Total ($)
| Company
| Company
|
Cost of
| Financial
| Perquisites
| Total ($)
| ||||||||||||||||||||||||||||
Kim R. Cocklin | 11,154 | — | 1,067 |
| 2,973 |
| — |
| 15,194 |
| ||||||||||||||||||||||||||||||
Michael E. Haefner | 11,154 | — | 1,067 |
| — |
| — |
| 12,221 |
| ||||||||||||||||||||||||||||||
J. Kevin Akers | 11,154 | — | 1,067 |
| — |
| — |
| 12,221 |
|
| 12,038 |
|
| — |
|
| 1,386 |
|
| — |
|
| — |
|
| 13,424 |
| ||||||||||||
Christopher T. Forsythe | 11,154 | 186,399 | 1,067 |
| — |
| — |
| 198,620 |
|
| 12,038 |
|
| 207,645 |
|
| 1,386 |
|
| — |
|
| — |
|
| 221,069 |
| ||||||||||||
David J. Park | 11,154 | 177,670 | 1,067 |
| 4,630 |
| — |
| 194,521 |
| ||||||||||||||||||||||||||||||
Karen E. Hartsfield |
| 24,238 |
|
| 178,277 |
|
| 1,386 |
|
| 2,000 |
|
| — |
|
| 205,901 |
| ||||||||||||||||||||||
John S. McDill |
| 12,038 |
|
| 165,511 |
|
| 1,386 |
|
| — |
|
| — |
|
| 178,935 |
| ||||||||||||||||||||||
J. Matt Robbins |
| 24,024 |
|
| 134,646 |
|
| 1,354 |
|
| 3,052 |
|
| — |
|
| 163,076 |
|
(a) |
|
(b) | We provide financial planning services to our named executive officers, which benefit is valued at the actual charge for the services. |
(c) | No named executive officer received perquisites and other personal benefits with an aggregate value equal to or exceeding $10,000 during fiscal |
The following table shows the grants of executive compensationequity and incentive plan-based awards to the named executive officers during fiscal 2019 and the portion of fiscal 2019 awards under the Incentive Plan elected to be received in time-lapse RSUs:2022:
Grants of Plan-Based Awards for Fiscal Year 2019(a)2022(a)
Estimated Future Payouts | Estimated Future Payouts Under Equity Incentive Plan Awards(c) |
All Other
| Grant Date Fair Value
| ||||||||||||||||||||||||||||||||||||||||||
Name
| Grant Date
| Threshold
| Target
| Maximum
| Threshold
| Target
| Maximum
| ||||||||||||||||||||||||||||||||||||||
Kim R. Cocklin | |||||||||||||||||||||||||||||||||||||||||||||
Incentive Plan |
| 10/1/18 |
| 277,861 |
| 555,722 |
| 1,111,444 |
| — |
| — |
| — |
| — |
| — | |||||||||||||||||||||||||||
Time-Lapse RSUs |
| 05/7/19 |
| — |
| — |
| — |
| — |
| — |
| — |
| 12,825 |
| 1,313,665 | |||||||||||||||||||||||||||
Performance-Based RSUs |
| 05/7/19 |
| — |
| — |
| — |
| 6,413 |
| 12,825 |
| 25,650 |
| — |
| 1,313,665 | |||||||||||||||||||||||||||
Time-Lapse RSUs | 11/5/19 | — | — | — |
| — |
| 2,735 | (d) |
| — | — |
| 296,474 | |||||||||||||||||||||||||||||||
Michael E. Haefner | |||||||||||||||||||||||||||||||||||||||||||||
Incentive Plan |
| 10/1/18 |
| 470,544 |
| 941,088 |
| 1,882,176 |
| — |
| — |
| — |
| — |
| — | |||||||||||||||||||||||||||
Time-Lapse RSUs |
| 05/7/19 |
| — |
| — |
| — |
| — |
| — |
| — |
| 12,825 |
| 1,313,665 | |||||||||||||||||||||||||||
Performance-Based RSUs |
| 05/7/19 |
| — |
| — |
| — |
| 6,413 |
| 12,825 |
| 25,650 |
| — |
| 1,313,665 | |||||||||||||||||||||||||||
J. Kevin Akers | |||||||||||||||||||||||||||||||||||||||||||||
Incentive Plan |
| 10/1/18 |
| 150,617 |
| 301,233 |
| 602,466 |
| — |
| — |
| — |
| — |
| — | |||||||||||||||||||||||||||
Time-Lapse RSUs |
| 05/7/19 |
| — |
| — |
| — |
| — |
| — |
| — |
| 3,950 |
| 404,599 | |||||||||||||||||||||||||||
Performance-Based RSUs |
| 05/7/19 |
| — |
| — |
| — |
| 1,975 |
| 3,950 |
| 7,900 |
| — |
| 404,599 | |||||||||||||||||||||||||||
Christopher T. Forsythe | |||||||||||||||||||||||||||||||||||||||||||||
Incentive Plan |
| 10/1/18 |
| 141,258 |
| 282,516 |
| 565,032 |
| — |
| — |
| — |
| — |
| — | |||||||||||||||||||||||||||
Time-Lapse RSUs |
| 05/7/19 |
| — |
| — |
| — |
| — |
| — |
| — |
| 3,950 |
| 404,599 | |||||||||||||||||||||||||||
Performance-Based RSUs |
| 05/7/19 |
| — |
| — |
| — |
| 1,975 |
| 3,950 |
| 7,900 |
| — |
| 404,599 | |||||||||||||||||||||||||||
David J. Park | |||||||||||||||||||||||||||||||||||||||||||||
Incentive Plan |
| 10/1/18 |
| 123,650 |
| 247,299 |
| 494,598 |
| — |
| — |
| — |
| — |
| — | |||||||||||||||||||||||||||
Time-Lapse RSUs |
| 05/7/19 |
| — |
| — |
| — |
| — |
| — |
| — |
| 2,885 |
| 295,511 | |||||||||||||||||||||||||||
Performance-Based RSUs |
| 05/7/19 |
| — |
| — |
| — |
| 1,443 |
| 2,885 |
| 5,770 |
| — |
| 295,511 |
Estimated Future Payouts | Estimated Future Payouts Under Equity Incentive Plan Awards(c) |
All Other
| Grant Date
| |||||||||||||||||||||||||||||||||
Name
| Grant Date | Threshold
| Target
| Maximum
| Threshold
| Target
| Maximum
| |||||||||||||||||||||||||||||
J. Kevin Akers | ||||||||||||||||||||||||||||||||||||
Incentive Plan |
| 10/01/21 |
|
| 488,462 |
|
| 976,924 |
|
| 1,953,848 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
| |||||||||
Time-Lapse RSUs |
| 05/03/22 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 11,140 |
|
| 1,261,716 |
| |||||||||
Performance-Based RSUs |
| 05/03/22 |
|
| — |
|
| — |
|
| — |
|
| 5,570 |
|
| 11,140 |
|
| 22,280 |
|
| — |
|
| 1,261,716 |
| |||||||||
Christopher T. Forsythe | ||||||||||||||||||||||||||||||||||||
Incentive Plan |
| 10/01/21 |
|
| 165,955 |
|
| 331,910 |
|
| 663,820 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
| |||||||||
Time-Lapse RSUs |
| 05/03/22 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 3,430 |
|
| 388,482 |
| |||||||||
Performance-Based RSUs |
| 05/03/22 |
|
| — |
|
| — |
|
| — |
|
| 1,715 |
|
| 3,430 |
|
| 6,860 |
|
| — |
|
| 388,482 |
| |||||||||
Karen E. Hartsfield | ||||||||||||||||||||||||||||||||||||
Incentive Plan |
| 10/01/21 |
|
| 135,757 |
|
| 271,514 |
|
| 543,028 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
| |||||||||
Time-Lapse RSUs |
| 05/03/22 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 2,505 |
|
| 283,716 |
| |||||||||
Performance-Based RSUs |
| 05/03/22 |
|
| — |
|
| — |
|
| — |
|
| 1,253 |
|
| 2,505 |
|
| 5,010 |
|
| — |
|
| 283,716 |
| |||||||||
John S. McDill | ||||||||||||||||||||||||||||||||||||
Incentive Plan |
| 10/01/21 |
|
| 131,129 |
|
| 262,258 |
|
| 524,516 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
| |||||||||
Time-Lapse RSUs |
| 05/03/22 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 2,505 |
|
| 283,716 |
| |||||||||
Performance-Based RSUs |
| 05/03/22 |
|
| — |
|
| — |
|
| — |
|
| 1,253 |
|
| 2,505 |
|
| 5,010 |
|
| — |
|
| 283,716 |
| |||||||||
J. Matt Robbins | ||||||||||||||||||||||||||||||||||||
Incentive Plan |
| 10/01/21 |
|
| 102,457 |
|
| 204,914 |
|
| 409,828 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
| |||||||||
Time-Lapse RSUs |
| 05/03/22 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 2,505 |
|
| 283,716 |
| |||||||||
Performance-Based RSUs |
| 05/03/22 |
|
| — |
|
| — |
|
| — |
|
| 1,253 |
|
| 2,505 |
|
| 5,010 |
|
| — |
|
| 283,716 |
|
(a) | No stock options were awarded to any named executive officer in fiscal |
2023 Proxy Statement | 43 |
(b) | The amounts reflect the estimated payments which could have been made under our Incentive Plan, based upon the participant’s annual salary |
(c) | The amounts reflect the performance-based RSUs granted under our LTIP, which vest three years from the beginning of the performance measurement period (October 1, |
(d) |
|
The following table shows the outstanding equity awards held by the named executive officers at September 30, 2019:2022:
Outstanding Equity Awards at 2022 FiscalYear-End for 2019(a)
Stock Awards |
Stock Awards | ||||||||||||||||||||||||||||||||||||||||||||
Name
| Number of Shares
| Market Value of
|
Equity Incentive Plan
| Equity Incentive Plan Other Rights That
| Number of Shares
| Market Value of
|
Equity Incentive Plan
| Equity Incentive Plan
| |||||||||||||||||||||||||||||||||||||
Kim R. Cocklin |
| 52,764 |
| 6,009,292 |
| 26,015 |
| 2,962,848 | |||||||||||||||||||||||||||||||||||||
Michael E. Haefner |
| 38,196 |
| 4,350,142 |
| 26,015 |
| 2,962,848 | |||||||||||||||||||||||||||||||||||||
J. Kevin Akers |
| 9,475 |
| 1,079,108 |
| 6,950 |
| 791,536 |
| 37,025 |
|
| 3,770,996 |
|
| 50,860 |
|
| 5,180,091 |
| |||||||||||||||||||||||||
Christopher T. Forsythe |
| 9,475 |
| 1,079,108 |
| 6,950 |
| 791,536 |
| 11,400 |
|
| 1,161,090 |
|
| 15,660 |
|
| 1,594,971 |
| |||||||||||||||||||||||||
David J. Park |
| 10,356 |
| 1,179,445 |
| 5,885 |
| 670,243 | |||||||||||||||||||||||||||||||||||||
Karen E. Hartsfield |
| 8,330 |
|
| 848,411 |
|
| 11,440 |
|
| 1,165,164 |
| |||||||||||||||||||||||||||||||||
John S. McDill |
| 5,405 |
|
| 550,499 |
|
| 8,210 |
|
| 836,189 |
| |||||||||||||||||||||||||||||||||
J. Matt Robbins |
| 8,330 |
|
| 848,411 |
|
| 11,440 |
|
| 1,165,164 |
|
(a) |
|
Represents time-lapse RSUs, which generally vest three years from the date of grant, as reflected in the next table. |
Market value is based on the closing price of our common stock of |
Represents performance-based |
Time-Lapse Restricted Stock Units Vesting Schedule(a)Schedule
Name | 11-08-19(b) | 5-02-20(c) | 11-07-20(b) | 5-01-21(c) | 11-06-21(b) | 5-07-22(c) | Total | 05-05-23(a) | 05-04-24(a) | 05-03-25(a) | Total | |||||||||||||||||||||||||||||||||
Kim R. Cocklin | 4,485 | 14,405 | 4,236 | 13,190 | 3,623 | 12,825 | 52,764 | |||||||||||||||||||||||||||||||||||||
Michael E. Haefner | — | 6,445 | 2,144 | 13,190 | 3,592 | 12,825 | 38,196 | |||||||||||||||||||||||||||||||||||||
J. Kevin Akers | — | 2,525 | — | 3,000 | — | 3,950 | 9,475 |
| 11,595 |
|
| 14,290 |
|
| 11,140 |
|
| 37,025 |
| |||||||||||||||||||||||||
Christopher T. Forsythe | — | 2,525 | — | 3,000 | — | 3,950 | 9,475 |
| 3,570 |
|
| 4,400 |
|
| 3,430 |
|
| 11,400 |
| |||||||||||||||||||||||||
David J. Park | 443 | 2,525 | 1,503 | 3,000 | — | 2,885 | 10,356 | |||||||||||||||||||||||||||||||||||||
Karen E. Hartsfield |
| 2,610 |
|
| 3,215 |
|
| 2,505 |
|
| 8,330 |
| ||||||||||||||||||||||||||||||||
John S. McDill |
| 1,300 |
|
| 1,600 |
|
| 2,505 |
|
| 5,405 |
| ||||||||||||||||||||||||||||||||
J. Matt Robbins |
| 2,610 |
|
| 3,215 |
|
| 2,505 |
|
| 8,330 |
|
(a) |
|
|
The amounts represent time-lapse RSUs granted under our LTIP, which vest three years from the date of grant. |
44 | ATMOS ENERGY |
Performance-Based Restricted Stock Units Vesting Schedule(a)
Name | 9-30-20 | 9-30-21 | Total | 09-30-23 | 09-30-24 | Total | ||||||||||||||||||
Kim R. Cocklin | 13,190 | 12,825 | 26,015 | |||||||||||||||||||||
Michael E. Haefner | 13,190 | 12,825 | 26,015 | |||||||||||||||||||||
J. Kevin Akers | 3,000 | 3,950 | 6,950 | 14,290 | 11,140 | 25,430 | ||||||||||||||||||
Christopher T. Forsythe | 3,000 | 3,950 | 6,950 | 4,400 | 3,430 | 7,830 | ||||||||||||||||||
David J. Park | 3,000 | 2,885 | 5,885 | |||||||||||||||||||||
Karen E. Hartsfield | 3,215 | 2,505 | 5,720 | |||||||||||||||||||||
John S. McDill | 1,600 | 2,505 | 4,105 | |||||||||||||||||||||
J. Matt Robbins | 3,215 | 2,505 | 5,720 |
(a) | The amounts represent performance-based RSUs, assuming the target level of performance, which vest at the end of each applicable three-fiscal year performance period. Although these units vest at the dates indicated in the column heading, they are not available for distribution in the form of shares until the number of units earned based on the cumulative EPS amount for the performance period, along with dividend equivalents for the performance period payable in the form of cash or additional units, is finally determined and approved by the Board at its November meeting each year. |
The following table sets forth the vested common stock receivedawards held by the named executive officers that vested during fiscal 2019:2022:
Stock Vested for Fiscal Year 2019 2022
| Stock Awards (a) | Stock Awards (a) | ||||||||||||||
Name | Stock | Value | Stock Awards (#) (b) | Value Realized on Vesting ($) (c) | ||||||||||||
Kim R. Cocklin | 44,167 | 4,595,200 | ||||||||||||||
Michael E. Haefner | 24,716 | 2,512,845 | ||||||||||||||
J. Kevin Akers | 4,763 | 510,527 | 15,545 | 1,663,629 | ||||||||||||
Christopher T. Forsythe | 4,763 | 510,527 | 7,520 | 824,776 | ||||||||||||
David J. Park | 5,893 | 614,725 | ||||||||||||||
Karen E. Hartsfield | 5,495 | 602,665 | ||||||||||||||
John S. McDill | 2,902 | 310,892 | ||||||||||||||
J. Matt Robbins | | 5,495 | | | 602,665 | |
(a) | The named executive officers elected to have vested shares withheld, in each case, to cover applicable state and federal taxes incurred, upon receipt of their vested shares. The amounts reflected in this column are not reduced for the shares withheld. |
(b) | Includes shares that vested during fiscal |
(c) | The value |
Pension Account Plan. Mr. Akers, Mr. Forsythe, and Mr. McDill participate in the Company’s PAP. Our PAP is a qualified, cash balance defined benefit pension plan under both the IRC and the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). The plan covers a majority of our employees, including all our named executive officers. Benefits under this plan become vested andnon-forfeitable after completion of three years of continuous employment. Under the terms of the PAP, a vested participant receives a benefit based on the value of the cash balance account at termination or retirement from the Company. Benefits payable under the PAP are not offset by Social Security benefits. Under the IRC, the annual compensation of each employee to be considered under our retirement plan for 20192022 cannot exceed $280,000.$305,000.
The amount of eligible earnings utilized under the PAP generally includes base salary earned, deferrals to the RSP and IRC Section 125 (“cafeteria plan”) reductions, while it excludes (i) any imputed income attributable primarily to Company-provided life insurance or financial planning services and (ii) all incentive compensation, as well as expense
2023 Proxy Statement | 45 |
reimbursements. All participants may choose to receive their account balances in the form of a lump sum or an annuity. For any named executive officer who retires with vested benefits under the plan, the compensation shown as “Salary” in the “Summary Compensation Table for Fiscal Year 20192022,” beginning on page 43,41, would be considered eligible compensationearnings in determining benefits, subject to applicable limitations under the IRC.
Retirement Savings Plan. The RSP is a qualified, defined contribution plan, which is intended to comply with Section 404(c) of ERISA. All employees are eligible to participate in the RSP immediately upon joining the Company. Investments may be made in shares of Company common stock or in a variety of other equity and fixed income investments offered by the RSP administrator. Employees may makepre-tax contributions to the RSP based on the amount of eligible earnings, which is composed generally of base salary, earned,pre-tax contributions to the RSP and cafeteria plan reductions, but excludes (i) any imputed income attributable primarily to Company-provided life insurance or financial planning services and (ii) all incentive compensation, as well as expense reimbursements. Upon the completion of one year of employment, theThe Company matches a participant’s contribution up to 4% of eligible earnings. Effective January 1, 2011, the RSP was amended toThe Company also includeincludes a FAC contribution,FACC, which is equal to 4% of eligible earnings for all participants in the RSP who joined the Company after September 30, 2010, when new employees ceased to be eligible to participate in the PAP. Eligible participants begin receiving the FAC contributionFACC after one year of employment. Ms. Hartsfield and Mr. Robbins each received such a contribution in fiscal 2022. All participants are immediately vested in their contributions to the RSP and matching Company contributions. Participants are vested in the FAC contributionsFACC component of their RSP account balances after three continuous years of employment.
Supplemental Executive Retirement Plans. Mr. Cocklin, Mr. Haefner and Mr. Akers participateparticipates in the Company’s SERP, which provides retirement benefits (as well as supplemental disability and death benefits) to certain officers. The SERP provides that an officer who has participated in the SERP for at least two years and has attained age 55 is entitled to a lump sum payment. The lump sum payment is actuarially equivalent to an annual supplemental pension in an amount that, when added to their annual pension payable under the PAP, equals 60% of their compensation, subject to reductions for less than ten years of employment at the Company and for retirement prior to age 62. The SERP covers compensation in an amount equal to the sum of (a) the greater of the participant’s annual base salary at the date of termination of employment or the average of the participant’s annual base salary for the highest of three calendar years (whether or not consecutive) of employment with the Company and (b) the greater of the amount of the participant’s last award under any of the Company’s annual performance bonus or incentive plans or the average of the participant’s highest three performance awards under such plans (whether or not consecutive). The amount of current compensation covered by the SERP at the end of fiscal 20192022 for the following named executive officers listed in the Summary Compensation Table is as follows: Mr. Cocklin, $2,284,653; Mr. Haefner, $2,229,456 and Mr. Akers $1,251,633.is $2,375,782.
Mr. Forsythe, Ms. Hartsfield, Mr. McDill, and Mr. ParkRobbins participate in the Account Balance SERP, which is anon-qualified defined contributionaccount based plan that provides an annual contribution of 25%, which percentage is established by the Board of Directors for participants who are members of the Company’s Management Committee, of the participant’s total annual earnings (base salary and incentive payment under our Annual Incentive Plan) into a notional supplemental retirement account. Since it was adopted in August 2009, theThe Account Balance SERP has beenis open only to any employeeemployees of the Company selected by the Board, in its discretion, to participate in the plan. In addition to receiving an annual pay credit at the end of each
calendar year in their account balance equal to a percentage of each participant’s total annual earnings, each participant receives an interest credit to participant’s account balance at the end of each plan year. A participant is eligible to receive a distribution of their supplemental benefit under the plan upon retirement, which is defined as a voluntary termination from employment with the Company that constitutes a separation from service after hethe participant has completed at least three (3) years of participation in the plan and has attained age 55.
The tables below show the present value of accumulated benefits payable to each of the named executive officers under our PAP, RSP and SERP or Account Balance SERP, as applicable, along with the total amount of payments made during fiscal 2019 under the SERP.applicable. See the discussion under “Pension Account Plan” on page 48,45, and “Supplemental Executive Retirement Plans,” beginning on page 48,46, for more information on these plans. As discussed above under “Supplemental Executive Retirement Plans,” each of the named executive officers will receive a benefit under both the PAP and the SERP or Account Balance SERP, the present values of which are presented in the tables below.
46 | ATMOS ENERGY |
Pension Benefits Table for Fiscal Year 20192022
Retirement age: | (a) 65, or current age if later, for the PAP (b) 62, or current age if later, for the SERP | |
Discount | ||
Pension Account Plan | 5.66% | |
Supplemental Executive Retirement Plan | 5.71% | |
Postretirement mortality: | ||
Annuities: | Pri-2012 White Collar Annuitant Table Projected Generationally from 2012 using Scale MP-2021 | |
Lump Sums: | Use of the applicable mortality table, as defined in IRC Section 417(e)(3) |
Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | ||||||||||
Kim R. Cocklin(a) | Pension Account Plan | 13.33 | 391,321 | — | ||||||||||
| Supplemental Executive Retirement Plan | 13.33 | 20,040,698 | — | ||||||||||
Michael E. Haefner(b) | Pension Account Plan | 11.25 | 338,575 | — | ||||||||||
Supplemental Executive Retirement Plan | 11.25 | 20,832,447 | — | |||||||||||
J. Kevin Akers(b) | Pension Account Plan | 28.08 | 784,336 | — | ||||||||||
| Supplemental Executive Retirement Plan | 16.83 | 10,146,098 | — | ||||||||||
Christopher T. Forsythe(c) | Pension Account Plan | 16.27 | 376,365 | — | ||||||||||
David J. Park(c) | Pension Account Plan | 25.70 | 343,551 | — |
Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | ||||||||||
J. Kevin Akers(a) | Pension Account Plan | 31.08 | 704,959 | — | ||||||||||
| Supplemental Executive Retirement Plan | 19.83 | 16,488,114 | — | ||||||||||
Christopher T. Forsythe(b) | Pension Account Plan | 19.27 | 307,498 | — | ||||||||||
John S. McDill(b) | Pension Account Plan | 35.45 | 525,877 | — |
(a) | Mr. |
|
Mr. Forsythe and Mr. |
Non-Qualified Deferred Compensation Table for Fiscal Year 20192022
Name | Plan Name | Executive Contributions in Last Fiscal Year | Company Contributions in Last Fiscal Year(a) | Aggregate Earnings in Last Fiscal Year(b) | Aggregate Distributions | Aggregate Balance at Last Fiscal Year End | Plan Name | Executive Contributions in Last Fiscal Year | Company Contributions in Last Fiscal Year(a) | Aggregate Earnings in Last Fiscal Year(b) | Aggregate Withdrawals/ Distributions | Aggregate Balance at Last Fiscal Year End | ||||||||||||||||||||||||||||||||
Christopher T. Forsythe(c) | Account Balance Supplemental Executive Retirement Plan | — | 186,399 | 29,802 | — | 795,188 | Account Balance Supplemental Executive Retirement Plan | — | 207,645 | 63,890 | — | 1,571,398 | ||||||||||||||||||||||||||||||||
David J. Park(c) | Account Balance Supplemental Executive Retirement Plan | — | 177,670 | 21,224 | — | 597,231 | ||||||||||||||||||||||||||||||||||||||
Karen E. Hartsfield(c) | Account Balance Supplemental Executive Retirement Plan | — | 178,277 | 35,537 | — | 920,548 | ||||||||||||||||||||||||||||||||||||||
John S. McDill(c) | Account Balance Supplemental Executive Retirement Plan | — | 165,511 | 22,524 | — | 619,896 | ||||||||||||||||||||||||||||||||||||||
J. Matt Robbins(c) | Account Balance Supplemental Executive Retirement Plan | — | 134,646 | 34,786 | — | 872,578 |
(a) | Amounts reported in this column represent employer contributions under the Account Balance |
2023 Proxy Statement | 47 |
(b) | The amounts attributable to above-market interest on non-qualified deferred compensation in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column in the Summary Compensation Table and identified in footnote (d) to that table are also included in this column. |
(c) | Upon attainment of age 55, Mr. Forsythe, Ms. Hartsfield, and Mr. |
Change in Control Severance Agreements
We have entered into severance agreements with each of the named executive officers to provide certain severance benefits for them in the event of the terminationcertain terminations of their employment within three years following a “change in control” of the Company (as defined in the severance agreements and described generally below). In addition, each such named executive officer will be entitled to all rights and benefits, if any, provided under any other plan or agreement between himsuch named executive officer and the Company.
The severance agreement for each such named executive officer generally provides that the Company will pay such officer as severance pay in one lump sum an amount equal to (a) 2.5 times their total compensation (annual base salary and the higher of the last award under the Incentive Plan or the average of the three highest awards under such plan, whether or not consecutive) and (b) the total of (i) an amount that is actuarially equivalent to an additional three years of annual age and service credits payable to the officer under the PAP or the FACC (as applicable) and (ii) an amount that is actuarially equivalent to an additional three years of Company matching contributions payable to the officer under the RSP. The Company is also obligated to provide the officer with all medical, dental, vision and any other health benefits which qualify for continuation coverage under IRC Section 4980B (COBRA), for a period of 18 months following the date of termination. In addition, following the end of the18-month period, the Company is to pay such officer a lump sum amount equal to the present value of the cost to the Company of providing those benefits to him for an additional18-month period. Also, the Company must pay the officer a lump sum amount equal to the present value of the cost to the Company of providing accident and life insurance benefits as well as disability benefits (based on the benefits in effect for such officer at the time of the change in control) for a period of 36 months from their date of termination, equal to such benefits in effect for the officer at the time of the change in control.termination.
However, if an executive officer is terminated by the Company for “cause” (as defined in the severance agreement), or their employment is terminated bydue to retirement, death or disability, the Company is not obligated to pay such officer the lump sum severance payment.payment above. Further, if an executive officer voluntarily terminates their employment exceptother than for “constructive termination” (as defined in the severance agreement), the Company is not obligated to pay such officer the lump sum severance payment.payment above. The Company is not responsible for the payment of any excise taxgross-up payments which may be due on the payment of severance benefits to our named executive officers. However, if such lump sum severance benefit payments result in the imposition of excise taxes imposed by Section 4999 of the IRC, the officer will have the option to elect to have the payment reduced to a level that will result in no payment of such excise tax by such officer.officer or to have the Company pay the full severance payment amount, thereby leaving such officer responsible for personally paying any such excise tax penalties imposed.
For the purposes of these agreements, a “change in control” will generally be deemed to have occurred at any one of the following times:
on the date any person acquires ownership of common stock, that together with stock already held by such person, results in the person having beneficial ownership of 50% or more of the total fair market value or total voting power of our common stock;
on the date that a person acquires, or has acquired over a12-month period, ownership of our common stock possessing 30% or more of the total voting power of our stock;
on the date a majority of the members of our Board is replaced during any12-month period by directors whose election is not endorsed by a majority of the Board before the date of the election; or
48 | ATMOS ENERGY |
on the date that a person acquires, or has acquired during the12-month period ending on the date of the most recent acquisition, at least 40% of the total gross fair market value of our assets, as measured immediately before such acquisition, except if such sale is to a person or entity owning, directly or indirectly, at least 50% of the total value or voting power of our common stock before such acquisition.
Potential Payments Upon Termination or Change in Control
Payments Made Upon Any Termination. Regardless of the way a named executive officer’s employment is terminated, he or she is entitled to receive the following amounts earned during his or her term of employment, subject to the additional restrictions discussed below under “Payments Made Upon Termination for Cause.” Such amounts include:
amount of accrued but unpaid base salary;
amounts contributed under, or otherwise vested in our RSP; and
amounts accrued and vested through our PAP and SERP or Account Balance SERP.
Payments Made Upon Retirement. In the event of the retirement of a named executive officer (only Mr. Cocklin, Mr. HaefnerAkers and Mr. AkersMcDill are eligible for retirement), in addition to the items identified above, such named executive officer will be entitled to receive:
a pro rata portion, at the end of the three-year performance period, of each outstanding grant of performance-based RSUs under our LTIP, at a value equal to the actual level of performance achieved during the period; and
upon the termination of the restricted period, shares of stock equal to the number of time-lapse RSUs granted under our LTIP or issued as a result of an election to convert all or a portion of an Incentive Plan payment.
Payments Made Upon Death or Disability. In the event of the death or disability of a named executive officer, in addition to the benefits listed above under “Payments Made Upon Any Termination,” the named executive officer or designated beneficiary will be entitled to receive:
a pro rata portion, based on the number of months completed of such performance period, at the time of such termination, of each outstanding grant of performance-based RSUs under our LTIP, at a value equal to the target level of performance for the period;
shares of our common stock equal to the number of cumulative time-lapse RSUs granted under our LTIP or issued as a result of an election to convert all or a portion of an Incentive Plan payment; and
payments under the Company’s life insurance plan or benefits under the Company’s disability plan, as appropriate.
Payments Made Upon Voluntary Termination or Termination Without Cause. In the event of a voluntary termination or termination without cause for Mr. Forsythe, Ms. Hartsfield, or Mr. ParkRobbins (except for a termination without cause due to a general reduction in force or the specific elimination of a named executive officer’s position, in which case the benefits would be substantially equivalent to those described under “Payments Made Upon Death orDisability”), no equity or retirement benefits would be payable to these named executive officers since they are not yet eligible for retirement.
Payments Made Upon Termination for Cause. The benefits for a termination for cause are substantially equivalent to the benefits described above under “Payments Made Upon Any Termination,” except that for all the named executive officers, no benefit under the SERP or Account Balance SERP would be payable. In addition, all outstanding grants of time-lapse RSUs and performance-based RSUs, as well as any unvested FAC contributionsFACC under the RSP, would be forfeited by all named executive officers.
Payments Made Upon a Change in Control. As discussed above in “Change in Control Severance Agreements,” beginning on page 50,48, we have entered into severance agreements with each of the named executive officers to provide certain severance benefits for them in the event of thea termination without “cause” or “constructive termination”
2023 Proxy Statement | 49 |
of their employment within three years following a “change in control” of the Company, as such terms are defined in the agreements. As is also discussed above, under the “best net” approach, the Company is not liable for the taxgross-up payments on behalf of those individuals whose severance payments would trigger excise tax penalties. In the tables below under the heading “Termination Upon/Following Change in Control,” we assume the named executive officers would receive the full amount of the severance benefits and pay any related excise tax penalties. The severance agreement for each such named executive officer provides that the Company will pay such named executive officer a lump sum severance payment as described in “Change in Control Severance Agreements,” beginning on page 50.48.
Potential Post-Employment Payment Tables. The following tables reflect estimates of the total amount of compensation due each named executive officer in the event of such executive’s termination of employment by reason of death, disability, retirement, termination for cause, or termination of employment upon or following a change in control. There are no separate columns presented below showing amounts payable in the event of either a voluntary termination or a termination without cause since such amounts would be substantially equivalent to the amounts shown under Termination Upon Retirement. The amounts shown below assume that such termination was effective as of September 30, 2019,2022, and are estimates of the amounts which would be paid out to the executives upon such termination. The amounts shown below with respect to accelerated equity assume a value based on the closing price of our common stock of $101.85, as reported on the NYSE Consolidated Tape on September 30, 2022. The actual amounts to be paid out can only be determined at the time of such executive’s separation from the Company.
Kim R. Cocklin | Termination | Termination | Termination | Termination | Termination | |||||||||||||||||||||||||||||||||||
J. Kevin Akers | Termination Upon Death ($) | Termination Upon Disability ($) | Termination Upon Retirement ($) | Termination For Cause ($) | Termination Upon/ Following Change in Control ($) | |||||||||||||||||||||||||||||||||||
Cash Severance | — | — | — | — | 4,950,340 | — | — | — | — | 5,814,455 | ||||||||||||||||||||||||||||||
Equity |
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||||||
Time-Lapse Restricted Stock Units | 6,009,292 | 6,009,292 | 6,009,292 | — | 6,009,292 | 3,770,996 | 3,770,996 | 3,770,996 | — | 3,770,996 | ||||||||||||||||||||||||||||||
Performance-Based Restricted Stock Units | 1,541,349 | 1,541,349 | 1,541,349 | — | 1,541,349 | 1,407,873 | 1,407,873 | 1,407,873 | — | 1,407,873 | ||||||||||||||||||||||||||||||
Total | 7,550,641 | 7,550,641 | 7,550,641 | — | 7,550,641 | 5,178,869 | 5,178,869 | 5,178,869 | — | 5,178,869 | ||||||||||||||||||||||||||||||
Retirement Benefits |
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||||||
Pension Account Plan | 342,753 | 396,417 | 342,753 | 342,753 | 430,400 | 735,187 | 869,852 | 735,187 | 735,187 | 837,559 | ||||||||||||||||||||||||||||||
Supplemental Executive Retirement Plan | 21,333,083 | 20,075,290 | 20,040,698 | — | 20,040,698 | 20,503,362 | 26,503,101 | 24,697,663 | — | 26,338,650 | ||||||||||||||||||||||||||||||
Retirement Savings Plan | 996,186 | 996,186 | 996,186 | 996,186 | 1,027,774 | 1,857,137 | 1,857,137 | 1,857,137 | 1,857,137 | 1,894,100 | ||||||||||||||||||||||||||||||
Total | 22,672,022 | 21,467,893 | 21,379,637 | 1,338,939 | 21,498,872 | 23,095,686 | 29,230,090 | 27,289,987 | 2,592,324 | 29,070,309 | ||||||||||||||||||||||||||||||
Other Benefits |
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||||||
Health & Welfare | — | — | — | — | 28,158 | — | — | — | — | 53,406 | ||||||||||||||||||||||||||||||
Total | 30,222,663 | 29,018,534 | 28,930,278 | 1,338,939 | 34,028,011 | 28,274,555 | 34,408,959 | 32,468,856 | 2,592,324 | 40,117,039 |
ATMOS ENERGY |
Michael E. Haefner | Termination | Termination | Termination | Termination | Termination | |||||||||||||||||||||||||||||||||||
Christopher T. Forsythe | Termination Upon Death ($) | Termination Upon Disability ($) | Termination Upon Retirement ($) | Termination For Cause ($) | Termination Upon/ Following Change in Control ($) | |||||||||||||||||||||||||||||||||||
Cash Severance | — | — | — | — | 5,573,640 | — | — | — | — | 2,416,988 | ||||||||||||||||||||||||||||||
Equity |
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||||||
Time-Lapse Restricted Stock Units | 4,350,142 | 4,350,142 | 4,350,142 | — | 4,350,142 | 1,161,090 | 1,161,090 | — | — | 1,161,090 | ||||||||||||||||||||||||||||||
Performance-Based Restricted Stock Units | 1,541,349 | 1,541,349 | 1,541,349 | — | 1,541,349 | 433,508 | 433,508 | — | — | 433,508 | ||||||||||||||||||||||||||||||
Total | 5,891,491 | 5,891,491 | 5,891,491 | — | 5,891,491 | 1,594,598 | 1,594,598 | — | — | 1,594,598 | ||||||||||||||||||||||||||||||
Retirement Benefits |
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||||||
Pension Account Plan | 247,601 | 510,072 | 247,601 | 247,601 | 317,480 | 346,300 | 566,703 | 346,300 | 346,300 | 427,880 | ||||||||||||||||||||||||||||||
Supplemental Executive Retirement Plan | 24,470,976 | 23,887,696 | 22,369,474 | — | 24,075,998 | |||||||||||||||||||||||||||||||||||
Account Balance SERP | 1,571,398 | 1,571,398 | — | — | 1,571,398 | |||||||||||||||||||||||||||||||||||
Retirement Savings Plan | 976,430 | 976,430 | 976,430 | 976,430 | 1,008,018 | 1,102,572 | 1,102,572 | 1,102,572 | 1,102,572 | 1,139,535 | ||||||||||||||||||||||||||||||
Total | 25,695,007 | 25,374,198 | 23,593,505 | 1,224,031 | 25,401,496 | 3,020,270 | 3,240,673 | 1,448,872 | 1,448,872 | 3,138,813 | ||||||||||||||||||||||||||||||
Other Benefits |
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||||||
Health & Welfare | — | — | — | — | 28,879 | — | — | — | — | 33,531 | ||||||||||||||||||||||||||||||
Total | 31,586,498 | 31,265,689 | 29,484,996 | 1,224,031 | 36,895,506 | 4,614,868 | 4,835,271 | 1,448,872 | 1,448,872 | 7,183,930 |
J. Kevin Akers | Termination | Termination | Termination | Termination | Termination | |||||||||||||||||||||||||||||||||||
Karen E. Hartsfield | Termination Upon Death ($) | Termination Upon Disability ($) | Termination Upon Retirement* ($) | Termination For Cause ($) | Termination Upon/ Following Change in Control ($) | |||||||||||||||||||||||||||||||||||
Cash Severance | — | — | — | — | 2,191,583 | — | — | — | — | 2,065,178 | ||||||||||||||||||||||||||||||
Equity |
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||||||
Time-Lapse Restricted Stock Units | 1,079,108 | 1,079,108 | 1,079,108 | — | 1,079,108 | 848,411 | 848,411 | — | — | 848,411 | ||||||||||||||||||||||||||||||
Performance-Based Restricted Stock Units | 390,605 | 390,605 | 390,605 | — | 390,605 | 316,720 | 316,720 | — | — | 316,720 | ||||||||||||||||||||||||||||||
Total | 1,469,713 | 1,469,713 | 1,469,713 | — | 1,469,713 | 1,165,131 | 1,165,131 | — | — | 1,165,131 | ||||||||||||||||||||||||||||||
Retirement Benefits |
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||||||
Pension Account Plan | 552,973 | 1,090,220 | 552,973 | 552,973 | 640,620 | — | — | — | — | — | ||||||||||||||||||||||||||||||
Supplemental Executive Retirement Plan | 14,255,957 | 13,080,381 | 11,018,876 | — | 13,680,830 | |||||||||||||||||||||||||||||||||||
Account Balance SERP | 920,548 | 920,548 | — | — | 920,548 | |||||||||||||||||||||||||||||||||||
Retirement Savings Plan | 1,746,998 | 1,746,998 | 1,746,998 | 1,746,998 | 1,778,586 | 321,527 | 321,527 | 321,527 | 321,527 | 395,453 | ||||||||||||||||||||||||||||||
Total | 16,555,928 | 15,917,599 | 13,318,847 | 2,299,971 | 16,100,036 | 1,242,075 | 1,242,075 | 321,527 | 321,527 | 1,316,001 | ||||||||||||||||||||||||||||||
Other Benefits |
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||||||
Health & Welfare | — | — | — | — | 40,145 | — | — | — | — | 45,640 | ||||||||||||||||||||||||||||||
Total | 18,025,641 | 17,387,312 | 14,788,560 | 2,299,971 | 19,801,477 | 2,407,206 | 2,407,206 | 321,527 | 321,527 | 4,591,950 |
2023 Proxy Statement |
Christopher T. Forsythe | Termination | Termination | Termination | Termination | Termination | |||||||||||||||||||||||||||||||||||
John S. McDill | Termination Upon Death ($) | Termination Upon Disability ($) | Termination Upon Retirement ($) | Termination For Cause ($) | Termination Upon/ Following Change in Control ($) | |||||||||||||||||||||||||||||||||||
Cash Severance | — | — | — | — | 2,066,695 | — | — | — | — | 1,994,775 | ||||||||||||||||||||||||||||||
Equity |
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||||||
Time-Lapse Restricted Stock Units | 1,079,108 | 1,079,108 | — | — | 1,079,108 | 550,499 | 550,499 | — | — | 550,499 | ||||||||||||||||||||||||||||||
Performance-Based Restricted Stock Units | 390,605 | 390,605 | — | — | 390,605 | 201,357 | 201,357 | — | — | 201,357 | ||||||||||||||||||||||||||||||
Total | 1,469,713 | 1,469,713 | — | — | 1,469,713 | 751,856 | 751,856 | — | — | 751,856 | ||||||||||||||||||||||||||||||
Retirement Benefits |
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||||||
Pension Account Plan | 237,069 | 849,877 | 237,069 | 237,069 | 301,516 | 556,066 | 724,130 | 556,066 | 556,066 | 670,949 | ||||||||||||||||||||||||||||||
Account Balance SERP | 795,188 | 795,188 | — | — | 795,188 | 619,896 | 619,896 | 619,896 | — | 619,896 | ||||||||||||||||||||||||||||||
Retirement Savings Plan | 899,117 | 899,117 | 899,117 | 899,117 | 930,705 | 731,879 | 731,879 | 731,879 | 731,879 | 768,842 | ||||||||||||||||||||||||||||||
Total | 1,931,374 | 2,544,182 | 1,136,186 | 1,136,186 | 2,027,409 | 1,907,841 | 2,075,905 | 1,907,841 | 1,287,945 | 2,059,687 | ||||||||||||||||||||||||||||||
Other Benefits |
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||||||
Health & Welfare | — | — | — | — | 25,843 | — | — | — | — | 38,856 | ||||||||||||||||||||||||||||||
Total | 3,401,087 | 4,013,895 | 1,136,186 | 1,136,186 | 5,589,660 | 2,659,697 | 2,827,761 | 1,907,841 | 1,287,945 | 4,845,174 |
David J. Park | Termination | Termination | Termination | Termination | Termination | |||||||||||||||
Cash Severance | — | — | — | — | 1,886,810 | |||||||||||||||
Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Time-Lapse Restricted Stock Units | 1,179,445 | 1,179,445 | — | — | 1,179,445 | |||||||||||||||
Performance-Based Restricted Stock Units | 349,339 | 349,339 | — | — | 349,339 | |||||||||||||||
Total | 1,528,784 | 1,528,784 | — | — | 1,528,784 | |||||||||||||||
Retirement Benefits |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Pension Account Plan | 217,455 | 861,918 | 217,455 | 217,455 | 287,334 | |||||||||||||||
Account Balance SERP | 597,231 | 597,231 | — | — | 597,231 | |||||||||||||||
Retirement Savings Plan | 876,289 | 876,289 | 876,289 | 876,289 | 907,877 | |||||||||||||||
Total | 1,690,975 | 2,335,438 | 1,093,744 | 1,093,744 | 1,792,442 | |||||||||||||||
Other Benefits |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Health & Welfare | — | — | — | — | 40,145 | |||||||||||||||
Total | 3,219,759 | 3,864,222 | 1,093,744 | 1,093,744 | 5,248,181 |
J. Matt Robbins | Termination Upon Death ($) | Termination Upon Disability ($) | Termination Upon Retirement ($) | Termination For Cause ($) | Termination Upon/ Following Change in Control ($) | |||||||||||||||
Cash Severance | — | — | — | — | 1,558,610 | |||||||||||||||
Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Time-Lapse Restricted Stock Units | 848,411 | 848,411 | — | — | 848,411 | |||||||||||||||
Performance-Based Restricted Stock Units | 316,720 | 316,720 | — | — | 316,720 | |||||||||||||||
Total | 1,165,131 | 1,165,131 | — | — | 1,165,131 | |||||||||||||||
Retirement Benefits |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Pension Account Plan | — | — | — | — | — | |||||||||||||||
Account Balance SERP | 872,578 | 872,578 | — | — | 872,578 | |||||||||||||||
Retirement Savings Plan | 429,827 | 429,827 | 429,827 | 429,827 | 503,753 | |||||||||||||||
Total | 1,302,405 | 1,302,405 | 429,827 | 429,827 | 1,376,331 | |||||||||||||||
Other Benefits |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Health & Welfare | — | — | — | — | 30,846 | |||||||||||||||
Total | 2,467,536 | 2,467,536 | 429,827 | 429,827 | 4,130,918 |
In the tables above, we have shown the severance compensation and employee benefits to be provided in the aggregate to each named executive officer in the event of each of the termination scenarios. In each scenario, there are differences in how equity, retirement, and health and welfare benefits are determined. The discussion below provides more specific information on the retirement benefits under each of the various scenarios as well as the health and welfare benefits payable only in the event of a termination of a named executive officer pursuant tofollowing a change in control.
52 | ATMOS ENERGY |
Termination Upon Death. The SERP benefit is the sum of the following:
two times final average earnings (base salary plus annual payment under the Incentive Plan) less the amount paid through the Company’s group life insurance plan;
a life annuity benefit of 50% of final average earnings (base salary plus annual payment under the Incentive Plan) payable to the surviving spouse; and
a temporary life annuity benefit of 25% of final average earnings (base salary plus annual payment under the Incentive Plan) payable to dependent children until children reach the age of 18 years.
In addition, the following benefits are payable at a termination upon death:
the Account Balance SERP plan benefit is equal to the account balance at the time of death;
the PAP plan benefit is equal to the account balance at the time of death; and
the RSP plan benefit is equal to the account balance at the time of death.
Termination Upon Disability. The SERP benefit is the sum of the following:
a monthly benefit based on 60% of compensation (base salary plus annual payment under the Incentive Plan) less the amount paid from the Company’s group disability plan, with the net benefit payable as a temporary benefit until the age of 65 years; and
• | regular retirement benefit, as described below in “Termination Upon Retirement,” payable at the age of 65 years. |
In addition, the following benefits are payable at a termination upon disability:
the Account Balance SERP plan benefit is equal to the account balance at the time of disability;
the PAP plan benefit is equal to the value of the projected age 65 monthly benefit assuming level future earnings from date of disability; and
the RSP plan benefit equal to the account balance at the time of disability.
Termination Upon Retirement. At September 30, 2019,2022, only Mr. Cocklin, Mr. HaefnerAkers and Mr. AkersMcDill were eligible for retirement. The SERP benefit at retirement is the lump sum benefit based on a target benefit of 60% of final average earnings (base salary plus annual payment under the Incentive Plan) less an offset for the benefits to be paid from thetax-qualified PAP which would be reduced if retirement were to occur prior to age 62 or if the service period at the Company were less than ten years. In addition, the following benefits are payable at retirement:
the PAP plan benefit is equal to the account balance at the time of retirement; and
the RSP plan benefit is equal to the account balance at the time of retirement.
Termination Upon Change in Control. The SERP benefit upon termination pursuant tofollowing a change in control is equal to the same retirement benefits described above with respect to “Termination Upon Retirement,” with the following additional provisions:
there is no reduction applied to the earned benefit in the event that the named executive officer has less than 10 years of service;
there is no reduction applied to the earned benefit for early commencement prior to age 62; and
the named executive officer is immediately vested in the accrued benefit.
In addition, the following benefits are payable upon termination pursuant tofollowing a change in control:
the Account Balance SERP plan benefit is equal to the account balance at the time of termination pursuant to a change in control;
the PAP benefit includes the accrued benefit at the time of termination plus an additional three years of earned compensation credits; and
the RSP benefit includes the accrued benefit at the time of termination plus an additional three years of Company matching contributions.contributions and three years of service credits for the FACC, if applicable.
2023 Proxy Statement | 53 |
Health and Welfare Benefits. The Company provides supplemental benefits in the form of health and welfare benefits only in the event of the termination of a named executive officer pursuant tofollowing a change in control. The supplemental health and welfare benefits reported in the“Potential Post-Employment Payment Tables” above, beginning on page 52,50, represent the following benefits: (i) all medical, dental, vision and any other health benefits which qualify for continuation coverage under IRC Section 4980BCOBRA for a period of 18 months from the date of termination; (ii) payment of a lump sum equal to the present value of the cost to the Company of providing those benefits for an additional18-month period; and (iii) payment of a lump sum equal to the present value of the cost to the Company of providing accident and life insurance benefits as well as disability benefits for a period of 36 months from their date of termination, equal to such benefits in effect for the officer at the time of the change in control.
ATMOS ENERGY |
OTHER EXECUTIVE COMPENSATION MATTERS
Human Resources Committee Report
The HR Committee has the responsibility for reviewing and recommending to the full Board, the Company’s executive compensation program. The HR Committee is composed entirely of persons who qualify as independent directors under the listing standards of the NYSE. In this context, the HR Committee has met, reviewed and discussed with management the “Compensation Discussion and Analysis” contained in this proxy statement. Based on this review and discussion, the committee recommended to the Board, and the Board approved, the inclusion of the “Compensation Discussion and Analysis” in this proxy statement.
Respectfully submitted by the members of the Human Resources Committee:
NancyRichard K. Quinn,Gordon, Chair
John C. Ale
Kelly H. Compton
Richard K. Gordon
Richard A. Sampson
Diana J. Walters
Human Resources Committee Interlocks and Insider Participation
None of the HR Committee members were, during fiscal 2019 or previously, an officer or employee of the Company or any of our subsidiaries. In addition, there was no interlocking relationship between any named executive officer of the Company and any other corporation during fiscal 2019.
The HR Committee reviews our compensation programs to ensure that they do not encourage unnecessary risk taking and instead encourage behaviors that support sustainable value creation. In 2019,2022, the HR Committee, with the assistance of Meridian, reviewed the Company’s compensation programs for employees, including the named executive officers. The HR Committee believes the following factors reduce the likelihood of excessive risk-taking:
● | The Company’s compensation programs are heavily weighted to long-term incentive awards, which are tied to shareholder value and have extended overlapping vesting periods (3 years) which allow for long-term ownership; |
● | The HR Committee reviews and approves goals at the beginning of each cycle; |
● | Total compensation features an effective balance of short- and long-term compensation components; |
● | The HR Committee has downward discretion in the annual incentive plan; |
● | Annual and long-term performance plan payments are capped at 200%; |
● | The Company’s change in control severance benefits fall within common norms and do not provide excessive incentive to seek a transaction; |
● | The Company has a robust clawback policy that applies to both the annual and long-term incentive awards; and |
● | The Company’s ownership guidelines, annual stock awards, and extended vesting provisions create sustained and consistent ownership stakes. |
Accordingly, the HR Committee has determined that none of the Company’s incentive compensation plans encourage our executive officers or other employees to take excessive risks and that the risks arising from these plans are not reasonably likely to have a material adverse effect on the Company.
Summary Compensation Table for fiscal 20192022 was $10,395,993.$4,839,562. The annual total compensation of our median employee (the “Median Employee”), following the same methodology used in computing the annual total compensation of our CEO, was $84,516.$81,388. The ratio of the annual total compensation of our Past President and Chief Executive Officer to the annual total compensation of our Median Employee was 12359 to 1.
CEO Pay Ratio |
| |
Median employee total compensation | $ | |
CEO total compensation | $ | |
Ratio of CEO to Median employee compensation |
As permitted by SEC rules,In determining the annual total compensation of our Median Employee, we used the same Median Employee for 2019 as we identified for 2018 because there have been no significant changes to our workforce or pay design for 2019 that we believe would significantly change our CEO pay ratio results. The following briefly describes the process we used to identify our Median Employee for 2018, based on our employee population as of July 1, 2018:methodology:
We selected July 1, 20182022 as the determination date used to reflect our Company’s employee population during fiscal 2018,2022, which date is within three months of the end of fiscal 20182022 on September 30, 2018.2022.
To identify the Median Employee as of July 1, 2018,2022, we utilized the total compensation (base salary, overtime/shift pay and all incentive compensation earned) of all our employees, excluding our CEO, as of that date for the 12 month12-month period, from July 20172021 through June 2018,2022, as a consistently applied compensation measure, with the following refinements:
We annualized the compensation of any individuals who were employed for less than the full12-month period.
We did not include the value of any annual equity awards in determining the Median Employee.
We did not make any cost of living adjustments because all our employees are located in the United States.
SEC rules for identifying the median employee and calculating the pay ratio allow companies to adopt a variety of methodologies and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by the Company may not be comparable to the pay ratio reported by other companies.
ATMOS ENERGY |
BENEFICIAL OWNERSHIP OF COMMON STOCK
Security Ownership of Certain Beneficial Owners
The following table lists the beneficial ownership with respect to each person known by us to be the beneficial owner of more than 5% of any class of our voting securities as of December 13, 2019:12, 2022:
Title of Class |
Name and Address of Beneficial Owner |
Amount and |
Percent (%) | |||||
Common stock |
BlackRock, Inc.(b) 55 East 52nd Street New York, NY 10055 | 13,525,109 | 11.06 | |||||
Common stock |
The Vanguard Group, Inc.(c) 100 Vanguard Blvd. Malvern, PA 19355 | 12,364,124 | 10.11 |
Title of Class |
Name and Address of Beneficial Owner |
Amount and Nature of Beneficial Ownership |
Percent (%) of Class(a) | |||
Common stock |
The Vanguard Group, Inc.(b) 100 Vanguard Blvd. Malvern, PA 19355 | 16,414,964 | 11.6% | |||
Common stock |
BlackRock, Inc.(c) 55 East 52nd Street New York, NY 10055 | 13,905,648 | 9.9% | |||
Common stock |
State Street Corporation (d) State Street Financial Center One Lincoln Street Boston, MA 02111 | 10,257,605 | 7.3% |
(a) | The percent of voting securities is based on the number of outstanding shares of our common stock as of December |
(b) | Based on a Schedule |
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(c) | Based on a Schedule 13G dated January 26, 2022, in which BlackRock, Inc. reported that as of December 31, 2021, it had sole voting power over |
(d) | Based on a Schedule 13G dated February 14, 2022, in which State Street Corporation reported that as of December 31, 2021, it had shared voting power over |
2023 Proxy Statement |
Security Ownership of ManagementDirectors, Nominees, and DirectorsExecutive Officers
The following table lists the beneficial ownership of our common stock, the only class of securities issued and outstanding, with respect to all our directors and nominees for director, our named executive officers, and all our directors and executive officers as a group as of December 13, 2019.12, 2022. Except as otherwise noted, the directors, nominees and executive officers, individually or as a group, have sole voting and investment power with respect to the shares listed.
Name of Beneficial Owner
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J. Kevin Akers | 44,854 | (c) | 64,833 | (c) | ||||||||||||||
Robert W. Best | 645,712 | (d) | ||||||||||||||||
John C. Ale | 1,012 | (d) | ||||||||||||||||
Kim R. Cocklin | 443,065 | (c) | 241,346 | (d) | ||||||||||||||
Kelly H. Compton | 7,863 | (d) | 11,569 | (d) | ||||||||||||||
Sean Donohue | 2,561 | (d) | 5,867 | (d) | ||||||||||||||
Christopher T. Forsythe | 25,624 | (c) | 40,259 | (c) | ||||||||||||||
Rafael G. Garza | 11,136 | (d) | 16,540 | (d) | ||||||||||||||
Richard K. Gordon | 66,801 | (d) | 75,686 | (d) | ||||||||||||||
Robert C. Grable | 40,802 | (d) | ||||||||||||||||
Michael E. Haefner | 128,151 | (c) | ||||||||||||||||
Karen E. Hartsfield | 4,823 | (c) | 17,551 | (c) | ||||||||||||||
John S. McDill | 24,213 | (c) | ||||||||||||||||
Nancy K. Quinn | 56,335 | (d) | 65,662 | (d) | ||||||||||||||
David J. Park | 12,622 | (c) | ||||||||||||||||
J. Matt Robbins | 8,742 | (c) | 16,036 | (c) | ||||||||||||||
Richard A. Sampson | 24,567 | (d) | 35,801 | (d) | ||||||||||||||
Stephen R. Springer | 48,232 | (d) | ||||||||||||||||
Diana J. Walters | 2,561 | (d) | 5,879 | (d) | ||||||||||||||
Richard Ware II | 86,837 | (d) | ||||||||||||||||
Frank Yoho | 7,154 | (d) | ||||||||||||||||
All directors, nominees and executive officers as a group (18 individuals) (b)(c)(d) | 1,661,288 | 1.36 | ||||||||||||||||
All directors, nominees and executive officers as a group (15 individuals) (b)(c)(d) | 629,408 | 0.5 | % |
(a) | These shares of our common stock are owned directly by each listed person, including shares held in our RSP, and by members of his or her household and are held individually, jointly or pursuant to a trust agreement, an IRA or other type of arrangement. |
(b) | The percentage of shares beneficially owned by any individual does not exceed 1% of the class so owned. |
(c) | Does not include unvested time-lapse restricted stock units in the following respective amounts: Mr. |
(d) | Includes cumulative number of share units, with no voting rights, credited to the following directors under our Directors Plan and LTIP in the following respective amounts: Mr. |
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires the Company’s directors and executive officers, and persons who own more than 10% of a registered class of the Company’s equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. Officers, directors, and greater than 10% stockholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file.
ATMOS ENERGY |
To the Company’s knowledge, based solely on a review of the copies of such reports furnished to the Company and written representations that no other reports were required, during the fiscal year ended September 30, 2022, all Section 16(a) filing requirements applicable to its officers, directors, and greater than 10% beneficial owners were complied with, except for the following: a Form 3 reporting the initial ownership as of October 1, 2021 of John S. McDill, a new executive officer who was appointed effective as of the same date, was filed late on October 18, 2021, due to a delay in receiving filing codes due to the SEC’s EDGAR system being unavailable.
2023 Proxy Statement | 59 |
Our 20202023 annual meeting of shareholders will be held virtually by means of a webcast on Wednesday, February 5, 2020,8, 2023, at 9:00 a.m. Central Standard Time at the Westin Galleria Dallas, 13340 Dallas Parkway, Dallas, TX 75240.Time. There will be no physical meeting location.
Internet Availability of Proxy Materials
To reduce costs and conserve resources, we send the majority of our shareholders a Notice Regarding the Availability of Proxy Materials (“Meeting Notice”) in lieu of a paper copy of our proxy materials. The Meeting Notice contains instructions to:
Electronically access our proxy statement and our 20192022 Annual Report to Shareholders and Form10-K;
Vote via the internet, by telephone, or by mail; and
Receive a paper copy of our proxy materials by mail, if desired.
AdmissionAccess to the Webcast
All shareholders are invitedAccess to attend the annual meeting. To be admitted, youwebcast will need acceptable photo identification and proof of your share ownership as follows:
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If you require special accommodation due to a disability, please contact our Corporate Secretaryopen approximately fifteen minutes prior to the start of the annual meeting to indicateallow time for you to log in and test your computer audio system. We encourage you to access the accommodationsmeeting prior to the start time.
To attend and participate in the annual meeting, log in at www.virtualshareholdermeeting.com/ATO2023. You will need your unique control number included on your proxy card (printed in the box and marked by the arrow) or on the instructions that accompanied your proxy materials.
Technicians will be available to assist you with any technical difficulties you may experience when trying to access the virtual meeting. If you experience any such difficulties, please call the support number posted on the virtual shareholder meeting login page at www.virtualshareholdermeeting.com/ATO2023.
If you have a question pertaining to the business of the Annual Meeting, you must submit it in advance of the Annual Meeting by visiting www.virtualshareholdermeeting.com/ATO2023. Questions may be submitted until 6:00 p.m., Eastern Time, on February 2, 2023. You should have your proxy card or voting instruction form in hand when you access the website and follow the instructions. Each shareholder will need. You may do so in writingbe limited to Corporate Secretary, Atmos Energy Corporation, 1800 Three Lincoln Centre, 5430 LBJ Freeway, Dallas, Texas 75240.no more than one question. Questions pertinent to the business of the Annual Meeting will be read aloud and answered, subject to time constraints, after the end of the business portion of the Annual Meeting.
Proxy Information. On or about December 20, 2019,16, 2022, we began distributing to each shareholder entitled to vote at the annual meeting either (i) the Meeting Notice or (ii) this proxy statement, a proxy card, and our 20192022 Annual Report. Shares represented by a properly executed and timely received proxy will be voted in accordance with instructions provided by the shareholder. If a properly executed and timely received proxy contains no specific voting instructions, the shares represented by any such proxy will be voted in accordance with the recommendations of the Board. Proxies are solicited by the Board.
Shareholders Entitled to Vote. Shareholders of record of our common stock at the close of business on the record date of December 13, 2019,12, 2022, are eligible to vote on the internet, by telephone, by mail, or at the virtual annual shareholder meeting.meeting using the unique control number assigned to him or her. On that date, 122,259,296141,015,974 shares of common stock were outstanding. Each share of common stock entitles the holder to one vote on the items of business to be considered at the annual meeting.
60 | ATMOS ENERGY |
Vote Required for Items of Business. The presence, in person or by proxy, of holders of a majority of the Company’s outstanding shares of common stock is required to constitute a quorum for the transaction of business at the annual meeting. Abstentions and brokernon-votes (explained below) are counted for purposes of determining the presence or absence of a quorum. Under Texas and Virginia law and the Company’s Articles of Incorporation and Bylaws, if a quorum is present at the meeting:
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Abstentions and BrokerNon-Votes.Abstentions For Proposals One, Two, and Three, abstentions will have the same effect as an against vote.vote for each proposal at the meeting. Brokernon-votes and failure to cast a vote are not considered votes castentitled to vote and will therefore have no effect on the voting outcome of any item of business at the meeting. A brokernon-vote occurs on an item of business when a registered shareholder does not vote its client’s shares on the item but votes on another matter presented at the meeting. This typically occurs when the registered shareholder (usually a broker or bank) has either voting instructions from its client or discretionary voting authorityshare custodian is unable to vote on a proposal because the proposal is considered “non-routine” under NYSE rules and the beneficial owner of the shares does not provide voting instructions with respect to vote on one item of business and not on other items.that proposal.
Brokers and other share custodians do not have discretion to vote onnon-routine matters unless the beneficial owner of the shares has given explicit voting instructions. Consequently, if you do not give your broker or share custodian explicit voting instructions, your shares will not be voted on the election of directors or the advisory vote on executive compensation and your shares will instead be considered brokernon-votes on each such item. The ratification of the selection of E&Y as our independent registered public accounting firm for 20202023 is considered a routine matter and, as such, your broker or share custodian of record is entitled to vote your shares on such proposal in its discretion if you do not provide voting instructions on that item.
Revocation of Proxies. Shareholders who execute proxies retain the right to revoke them at any time before the shares are voted by proxy at the meeting. A shareholder may revoke a proxy by delivering a signed statement to our Corporate Secretary at or prior to the annual meeting or by timely executing and delivering, by internet, telephone, or mail, or in person at the annual meeting, another proxy dated as of a later date.
All expenses of soliciting proxies will be paid by the Company. Proxies may be solicited personally, or by telephone, mail, email or the internet, by employees or directors of the Company, but the Company will not pay any compensation for such solicitations. The Company expects to pay fees of approximately $7,500$8,000 for assistance by Morrow Sodali LLC, 470 West Ave.,333 Ludlow Street, Stamford, CT 06902, in the solicitation of proxies. In addition, the Company will reimburse brokers, banks and other persons holding shares as nominees for their expenses related to sending material to their principals and obtaining their proxies.
In the event a shareholder intends to present a proposal at our annual meeting of shareholders on February 5, 2020,8, 2023, in accordance with the Company’s bylaws, the shareholder must be a shareholder of record on the record date, December 13, 2019,12, 2022, who shall continue to be entitled to vote at the annual meeting. In addition, such shareholder must mail a notice of such proposal so that it is received by the Corporate Secretary at our principal executive offices by January 14, 2020,10, 2023, the 25th day following the day on which notice of the meeting is to be sent, December 20, 2019.16, 2022. In the event a shareholder intends to present a proposal at our annual meeting of shareholders to be held in 2024, such shareholder must mail a notice of such proposal so that it is received by the Corporate Secretary at our principal
2023 Proxy Statement | 61 |
executive offices not less than 60 days nor more than 85 days prior to the 2024 annual meeting; provided that if less than 75 days’ prior public disclosure of the date of the 2024 annual meeting is provided, such notice shall be provided no later than the close of business on the 25th day following the day on which such notice of the date of the 2024 annual meeting is sent. Any such proposal must also include the information required by the Company’s bylaws. In addition to satisfying the deadlines in the advance notice provisions of our bylaws as set forth above, a shareholder who intends to solicit proxies in support of nominees submitted under the advance notice provisions in our bylaws for our 2024 annual meeting must provide the notice required under Rule 14a-19 under the Exchange Act to the Corporate Secretary at our principal executive offices no later than December 10, 2023. In addition, in the event a shareholder intends to present a proposal at our 20212024 annual meeting of shareholders, if such proposal is to be included in our proxy statement relating to such meeting, it must be received by the Corporate Secretary at our principal executive offices no later than August 22, 2020,18, 2023, and it must be prepared according to applicable law, as determined by the Company.
You may obtain a copy of our 20192022 Annual Report, which includes our Annual Report on Form10-K for the fiscal year ended September 30, 2019,2022, including the financial statements and the financial statement schedules included therein,notes thereto, free of charge on our website or by contacting us as noted below. In addition, the exhibits of the Annual Report on Form10-K are available upon payment of charges that approximate our cost of reproduction. If you would like to receive a copy of these exhibits, or our 20192022 Annual Report, please visit
our website atwww.atmosenergy.com, call Investor Relations at972-855-3792 or mail your written request to Investor Relations, Atmos Energy Corporation, 1800 Three Lincoln Centre, 5430 LBJ Freeway, Dallas, Texas 75240.
In the event that any matter not described herein is properly presented for a shareholder vote at the annual meeting, or any adjournment thereof, the persons named in the form of proxy will vote in accordance with their best judgment. At the time this proxy statement went to press, the Company knew of no other matters that might be presented for shareholder action at the annual meeting.
By Order of the Board of Directors,
Karen E. Hartsfield
Senior Vice President, General Counsel
and Corporate Secretary
Dallas, Texas
December 20, 2019
16, 2022
We encourage you to receive all proxy materials in the future electronically to help us save on printing costs and postage fees, as well as to conserve natural resources in producing and distributing these materials. If you wish to receive these materials electronically for next year’s annual meeting, please follow the instructions on the proxy card.
RECONCILIATION OF NON-GAAP PERFORMANCE MEASURES TO GAAP
The enactment of the TCJA required us to remeasure our deferred tax assets and liabilities at our new federal statutory income tax rate as of December 22, 2017. The remeasurement of our net deferred tax liabilities resulted in the recognition of a non-cash income tax benefit of $158.8 million for the fiscal year ended September 30, 2018. Due to the non-recurring nature of this benefit, we believe that net income and diluted net income per share before the non-cash income tax benefit provide a more relevant measure to analyze our financial performance than net income and diluted net income per share in order to allow investors to better analyze our core results and allow the information to be presented on a comparative basis to the prior year. Adjusted net income and adjusted diluted earnings per share, non-GAAP measures, are calculated as follows:
For the Fiscal Year Ended September 30 | ||||||||||||
2019 | 2018 | Change | ||||||||||
(In thousands, except per share data) | ||||||||||||
Net income | $ | 511,406 | $ | 603,064 | $ | (91,658 | ) | |||||
TCJA non-cash income tax benefit | — | (158,782 | ) | 158,782 | ||||||||
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Adjusted net income | $ | 511,406 | $ | 444,282 | $ | 67,124 | ||||||
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Diluted net income per share | $ | 4.35 | $ | 5.43 | $ | (1.08 | ) | |||||
Diluted EPS from TCJA non-cash income tax benefit | — | (1.43 | ) | 1.43 | ||||||||
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Adjusted diluted net income per share | $ | 4.35 | $ | 4.00 | $ | 0.35 | ||||||
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ATMOS ENERGY CORPORATION C/
BRENTWOOD, NY | VOTE BY INTERNET Before The Meeting -Go towww.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of
You may attend the
VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting
VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. |
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
E87410-P30110-Z75855D93769-P81753 KEEP THIS PORTION FOR YOUR RECORDS
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THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. | DETACH AND RETURN THIS PORTION ONLY |
ATMOS ENERGY CORPORATION | ||||||||||||||||||||||||||||||||||
The Board of Directors recommends that you vote FOR | ||||||||||||||||||||||||||||||||||
1. ELECTION OF DIRECTORS | ||||||||||||||||||||||||||||||||||
Nominees: | For | Against | Abstain | The Board of Directors recommends that you vote FOR proposals 2-3. |
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1a. John C. Ale | ☐ | ☐ | ☐ | 2. | Proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2023. | ☐ | ☐ | ☐ | ||||||||||||||||||||||||||
1b. J. Kevin Akers | ☐ | ☐ | ☐ | |||||||||||||||||||||||||||||||
1c. Kim R. Cocklin | ☐ | ☐ | ☐ | |||||||||||||||||||||||||||||||
1d. Kelly H. Compton | ☐ | ☐ | ☐ | 3. | Proposal for an advisory vote by shareholders to approve the compensation of the Company’s named executive officers for fiscal 2022 (“Say-on-Pay”). | ☐ | ☐ | ☐ | ||||||||||||||||||||||||||
1e. Sean Donohue | ☐ | ☐ | ☐ | |||||||||||||||||||||||||||||||
1f. Rafael G. Garza | ☐ | ☐ | ☐ | |||||||||||||||||||||||||||||||
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Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. | ||||||||||||||||||||||||||||||||||
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Signature [PLEASE SIGN WITHIN BOX]
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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice and Proxy Statement and our Annual Report, including our Form 10-K, are available at
www.proxyvote.com.
Please date, sign and mail your proxy card back as soon as possible!
Annual Meeting of Shareholders
ATMOS ENERGY CORPORATION
February 5, 20208, 2023
-Please Detach and Mail in Envelope Provided-
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E87411-P30110-Z75855D93770-P81753
ATMOS ENERGY CORPORATION
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
FEBRUARY 5, 20208, 2023
The undersigned hereby appoints Richard K. GordonKaren E. Hartsfield and RichardAshley A. Sampson,Burton, or either of them, each with full power of substitution, to represent the undersigned at the Annual Meeting of Shareholders of Atmos Energy Corporation to be held virtually at 9:00 a.m. Central Standard Time on February 5, 2020, at the Westin Galleria Dallas, 13340 Dallas Parkway, Dallas, TX 75240,8, 2023, and at any adjournment or postponement thereof, and to vote the number of shares the undersigned would be entitled to vote if personally present at the meeting on the matters listed on the reverse side.
THISPROXYISSOLICITEDONBEHALFOFTHEBOARDOFDIRECTORSOFATMOSENERGYCORPORATION.THISPROXYWILLBEVOTEDASDIRECTED.THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF ATMOS ENERGY CORPORATION. THIS PROXY WILL BE VOTED AS DIRECTED. INTHEABSENCEOF THE ABSENCE OF DIRECTION,,THISPROXYWILLBEVOTEDFORTHENOMINEESFORELECTIONTOTHEBOARDANDFORPROPOSALS THIS PROXY WILL BE VOTED FOR THE NOMINEES FOR ELECTION TO THE BOARD AND FOR PROPOSALS 2AND3.In THROUGH 3. In their discretion, theirdiscretion,theproxyholdersareauthorizedtovoteuponsuchotherbusinessasmayproperlycomebeforethe proxy holders are authorized to vote upon such other business as may properly come before the meeting,,andatanyadjournment and at any adjournment or postponementpostponement thereof, to thereof,totheextentauthorizedbyRule14a-4(c)promulgatedbytheSecuritiesandExchange extent authorized by Rule 14a-4(c) promulgated by the Securities and Exchange Commission,,andbyapplicablestate and by applicable state laws(includingmattersthattheproxyholdersdonotknow, (including matters that the proxy holders do not know, areasonabletimebeforethis reasonable time before this solicitation,,aretobepresented) are to be presented).
RetiRetirement Savings Plan Participants.rementSavingsPlanParticipants.This card also constitutes voting instructions by the undersigned participant to the trustee of the Atmos Energy Corporation Retirement Savings Plan and Trust (“Plan”) for all shares votable by the undersigned Plan participant. The undersigned on the reverse side of this card authorizes and instructs the Atmos Energy Corporation Qualified Retirement Plans and Trusts Committee, as trustee of the Plan (“Trustee”), to vote all shares of the common stock of Atmos Energy Corporation allocated to the undersigned’s account under the Plan (as shown on the reverse side) at the 20202023 annual meeting of shareholders, or at any adjournment thereof, in accordance with the instructions on the reverse side. The Trustee will vote these shares as directed, provided your voting instructions are received over the Internet, by telephone or through the mail on your proxy card by 11:59 p.m. Eastern Time on January 30, 2020.February 3, 2023. All shares of Atmos Energy common stock for which the Trustee has not received timely instructions shall be voted or exercised by the Trustee in its best judgment. All voting instructions for shares held in the Plan shall be confidential. State Street Global Advisors Trust Company (“State Street”) is the independent fiduciary for purposes of ensuring the confidentiality of the Plan participant voting process. Please notify State Street, in writing, if you have specific confidentiality concerns relating to exercising your right to direct the Trustee to: Sydney Marzeotti, Vice President, State Street Global Advisors Trust Company, 1 Iron Street, Boston, MA 02210.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON,VIRTUALLY YOU ARE URGED TO COMPLETE THIS PROXY BY MAIL BY DATING, SIGNING AND PROMPTLY MAILING THIS PROXY IN THE ENCLOSED RETURN ENVELOPE SO THAT THE SHARES MAY BE REPRESENTED AT THE MEETING.
(If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)
Continued and to be signed on reverse side