ATMOS ENERGY CORP
For the period ended Feb 5, 2025. Filed Dec 20, 2024.
View on SEC.govAbout this filing
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
Proxy Statement Overview
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 20, 2024.
Director Nominees(a)
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 11 for more information regarding our director nominees.
| Director Since | Committees | |
|---|---|---|
| Name and Primary Occupation · Age · AC · HR · NC · CR · EC | ||
| J. Kevin Akers(b) President and Chief Executive Officer, Atmos Energy | 61 | 2019 |
| John C. Ale Former Senior Vice President, General Counsel and Corporate Secretary of Southwestern Energy Company | 70 | 2022 |
| Kim R. Cocklin Chairman of the Board, Atmos Energy | 73 | 2009 |
| Kelly H. Compton Executive Director, The Hoglund Foundation | 67 | 2016 |
| Sean Donohue Chief Executive Officer, DFW International Airport | 63 | 2018 |
| Rafael G. Garza Executive Vice Chairman of VBT Financial Corporation and Founder and Executive Vice Chairman of Vantage Bank Texas | 64 | 2016 |
| Edward J. Geiser Executive Managing Partner, Juniper Capital Advisors, L.P. | 46 | 2024 |
| Nancy K. Quinn Independent Energy Consultant | 71 | 2004 |
| Richard A. Sampson General Partner and Founder, RS Core Capital, LLC | 74 | 2012 |
| Telisa Toliver Former General Manager, Renewable Power, Chevron Pipeline and Power | 63 | 2024 |
| Frank Yoho Former Executive Vice President and President of Natural Gas, Duke Energy | 65 | 2020 |
| AC | = | Audit | EC | = | Executive |
|---|---|---|---|---|---|
| HR | = | Human Resources | = | Member | |
| NC | = | Nominating and Corporate Governance | = | Chair | |
| CR | = | Corporate Responsibility, Sustainability, & Safety | = | Independent |
(a)Richard K. Gordon, Lead Director and Chair of the Human Resources Committee and Executive Committee, reached mandatory retirement age, and therefore is not standing for re-election.
(b)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.
| 6 | Atmos Energy |
Proxy Statement Overview
Board Highlights
| Gender | Race/Ethnicity | |
|---|---|---|
| 45%Board Refreshment(last five years) | ||
| 27% of Director Nominees are Women | 18% of Director Nominees are Racially/Ethnically Diverse | |
| Independence | Tenure | |
| 7.3 yearsAverage Tenure | ||
| 91% of Director Nominees are Independent | ||
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
10 of 11 director nominees are independent
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 Say-on-Pay vote
majority voting for director elections
no poison pill in force
OTHER GOVERNANCE PRACTICES
executive and director stock ownership guidelines
clawback policy applicable to all incentive and equity compensation
prohibition on hedging or pledging stock
| 2025 Proxy Statement | 7 |
|---|
Proxy Statement Overview
Compensation Highlights
| Our compensation programs are designed to both attract and retain top-level executive talent and align the long- and short-term interests of our executives with those of our shareholders.We received more than 90% shareholder support for our Say-on-Pay vote in 2024, 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-lapsed and performance-based restricted stock units (“RSUs”). | We received more than90%shareholder support for ourSay-on-Payvote in 2024 |
|---|
| Fiscal 2024 Target Compensation Mix | |
|---|---|
| CEO | Average for Other Named Executive Officers |
Key Features of Our Executive Compensation Program
| What We Do | What We Don’t Do |
|---|---|
| Executive officer awards under the Incentive Plan and performance-based RSUs are generally capped at 200% of target. These awards are capped at target if the Company’s total shareholder return (“TSR”) for the performance period is negative. Seventy-five percent of LTIP awards are performance-contingent. Our clawback policy goes beyond the requirements of Dodd Frank and covers all incentive compensation, including both time-lapse and performance-based equity awards. Executives and directors are subject to share ownership guidelines and retention requirements. 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 or directors. There is no single trigger vesting of outstanding awards under our LTIP upon a change in control. Our change in control severance arrangements do not contain excise tax gross-up payments. We have no excessive perquisites for executives. We pay dividends on performance-based RSUs when vesting is complete and then only to the extent performance targets are met. |
| 8 | Atmos Energy |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.