ATMOS ENERGY CORP
For the period ended Feb 5, 2025. Filed Dec 20, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Feb 5, 2025 · Filed Dec 20, 2024
Contents
Pay versus Performance
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between "compensation actually paid" to our CEO and to our other NEOs and certain financial performance of the Company. Compensation actually paid, as determined under SEC requirements, does not reflect the actual amount of compensation earned by or paid to our executive officers during a covered year. For further information concerning the Company’s Total Rewards strategy and how the Company aligns executive compensation with the Company’s performance, refer to the “Compensation Discussion and Analysis,” beginning on page 38.
Pay versus Performance Table
| Year(1) | SummaryCompensationTable Total forCEO | CompensationActuallyPaid toCEO(2) | AverageSummaryCompensationTable Total forOther NEOs | AverageCompensationActually Paid toOther NEOs(3) | Value of InitialFixed $100 InvestmentBased on Company TSR(4) | Value of InitialFixed $100 InvestmentBased on PeerGroup TSR(5) | NetIncome (in millions)(6) | CompanySelectedMeasure:Diluted EPS(7) |
|---|---|---|---|---|---|---|---|---|
| 2024 | $13,738,568 | $11,033,995 | $2,127,076 | $2,988,788 | $134.60 | $125.79 | $1,042.9 | $6.83 |
| 2023 | $8,104,362 | $6,531,772 | $1,839,824 | $1,857,435 | $106.66 | $94.62 | $885.9 | $6.10 |
| 2022 | $4,839,562 | $6,608,571 | $1,628,311 | $2,119,485 | $118.45 | $105.58 | $774.4 | $5.60 |
| 2021 | $6,467,314 | $4,568,698 | $1,666,440 | $1,614,393 | $91.54 | $95.82 | $665.6 | $5.12 |
(1)The CEO and other NEOs for the indicated years were as follows:
For 2024, 2023 and 2022, our CEO was J. Kevin Akers and our other NEOs were Christopher T. Forsythe, John S. McDill, Karen E. Hartsfield, and J. Matt Robbins.
For 2021, our CEO was J. Kevin Akers and our other NEOs were Christopher T. Forsythe, Karen E. Hartsfield, David J. Park, and J. Matt Robbins.
(2)Amounts reported in this column are based on total compensation reported for our CEOs in the Summary Compensation Table (“SCT”) for the indicated fiscal years and adjusted as shown in the table below.
| 2024 | |
|---|---|
| Total Compensation for CEO as reported in the SCT for the covered year | $13,738,568 |
| Deduct change in pension values reported in the SCT for the covered year | ($6,159,674) |
| Deduct grant date fair value of equity awards reported in the SCT for the covered year | ($4,560,074) |
| Add pension value attributable to current year’s service and any change in pension value attributable to plan amendments made in the covered year | ($978,452) |
| Add fair values as of the end of the covered year of all equity awards granted during the covered year that are outstanding and unvested as of the end of such covered year | $4,800,248 |
| Add fair value as of the vesting date of any awards granted in the covered year that vested during the covered year | $1,102,780 |
| Add dividends paid on outstanding time-lapse RSUs | $128,446 |
| Add the change in fair value (whether positive or negative) from prior year end to the end of the covered year of any equity awards granted in any prior year that are outstanding and unvested as of the end of such covered year | $1,775,852 |
| Add the change in fair value (whether positive or negative) from prior year end to the vesting date of any equity awards granted in any prior year for which all applicable vesting conditions were satisfied during the covered year | $1,186,301 |
| Deduct the fair value of any equity awards granted in a prior year that were forfeited in the covered year determined as of the end of the prior year | $0 |
| Compensation Actually Paid to CEO | $11,033,995 |
Fair value of equity awards was computed consistent with the Company’s methodology used for financial reporting purposes.
| 64 | Atmos Energy |
(3)Amounts reported in this column are based on the average of the total compensation reported for our other NEOs in the Summary Compensation Table for the indicated fiscal years and adjusted as shown in the table below.
| 2024 | |
|---|---|
| Average Total Compensation for the Other NEOs as reported in the SCT for the covered year | $2,127,076 |
| Deduct average change in pension values reported in the SCT for the covered year | ($124,306) |
| Deduct average grant date fair value of equity awards reported in the SCT for the covered year | ($789,878) |
| Add average pension value attributable to current year’s service and any change in pension value attributable to plan amendments made in the covered year | $10,676 |
| Add average fair values as of the end of the covered year of all equity awards granted during the covered year that are outstanding and unvested as of the end of such covered year | $1,007,915 |
| Add average fair value as of the vesting date of any awards granted in the covered year that vested during the covered year | $43,485 |
| Add average dividends paid on outstanding time-lapse RSUs | $26,462 |
| Add average change in fair value (whether positive or negative) from prior year end to the end of the covered year of any equity awards granted in any prior year that are outstanding and unvested as of the end of such covered year | $370,358 |
| Add average change in fair value (whether positive or negative) from prior year end to the vesting date of any equity awards granted in any prior year for which all applicable vesting conditions were satisfied during the covered year | $317,000 |
| Deduct average fair value of any equity awards granted in a prior year that were forfeited in the covered year determined as of the end of the prior year | $0 |
| Average Compensation Actually Paid to the Other NEOs | $2,988,788 |
Fair value of equity awards was computed in accordance with the Company’s methodology used for financial reporting purposes.
(4)Cumulative total shareholder return is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the share price at the end and the beginning of the measurement period by the share price at the beginning of the measurement period. For purposes of these amounts, the beginning of the measurement period is the last trading day before the 2021 fiscal year.
(5)Represents the weighted peer group TSR. The peer group used for this purpose is the Company’s proxy peer group as described in “Competitive Executive Compensation Benchmarking” above, and the companies that comprised such peer group for the 2021-2024 fiscal years were as follows:
Alliant Energy Corporation
Ameren Corporation
Black Hills Corporation
CenterPoint Energy, Inc.
CMS Energy Corporation
Evergy, Inc.
National Fuel Gas Company
NiSource Inc.
OGE Energy Corp.
ONE Gas, Inc.
Southwest Gas Holdings, Inc.
Spire Inc.
WEC Energy Group, Inc.
Xcel Energy Inc.
(6)Represents the amount of net income reflected in the Company’s audited financial statements for the applicable year.
(7)In accordance with SEC rules, the Company is required to include in the Pay versus Performance table the “most important” financial performance measure (as determined by the Company) used to link compensation actually paid to our NEOs to Company performance for the most recently completed fiscal year. The Company determined EPS, which is a metric included in our incentive program, meets this requirement and therefore, we have included this performance measure in the Pay versus Performance table. EPS is as reflected in the Company’s audited financial statements for the applicable year.
| 2025 Proxy Statement | 65 |
|---|
Description of the Relationship between Compensation Actually Paid to our Named Executive Officers and Company Performance
The graphs below describe the relationship between compensation actually paid to our CEO and other NEOs (as calculated above) and our financial and stock performance for the indicated years.
The following graph compares the compensation actually paid to our CEO and the average of the compensation actually paid to our other NEOs with our EPS.
Compensation Actually Paid (CAP) versus EPS
| ¢ | CAP to CEO | ¢ | CAP to Other NEOs | Diluted EPS |
|---|
The following graph compares the compensation actually paid to our CEO, the average of the compensation actually paid to our other NEOs and the Company’s TSR performance. The graph also compares the Company’s TSR performance with the benchmarking peer group’s TSR performance. The Company’s and the benchmarking peer group’s TSR amounts assume that $100 was invested beginning on September 30, 2021, and assumes reinvestment of all dividends.
Compensation Actually Paid (CAP) versus Company TSR versus Peer Group TSR
| ¢ | CAP to CEO | ¢ | CAP to Other NEOs | TSR | Peer Group TSR |
|---|
| 66 | Atmos Energy |
The following graph compares the compensation actually paid to our CEO and the average of the compensation actually paid to our other NEOs with our net income.
Compensation Actually Paid (CAP) versus Net Income
| ¢ | CAP to CEO | ¢ | CAP to Other NEOs | Net Income (in millions) |
|---|
Company’s Most Important Financial Performance Measures
The following are the most important financial performance measures (and non-financial performance measures), as determined by the Company, that link compensation actually paid to our NEOs to the Company’s performance or the most recently completed fiscal year.
Diluted Earnings Per Share
Total Shareholder Return
Relative Total Shareholder Return
| 2025 Proxy Statement | 67 |
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