National Fuel Gas : 2023 Proxy Statement and Notice of Annual Meeting of Stockholders

2023

Proxy Statement

and Notice of Annual Meeting of Stockholders to be held on March 9, 2023

National Fuel Gas Company

6363 MAIN STREET WILLIAMSVILLE, NEW YORK 14221

January 20, 2023

Dear Stockholders of National Fuel Gas Company:

Each year, our proxy statement provides you with a brief summary of the Company's recent operations and detailed information relating to the items on the agenda for you to vote on at the Annual Meeting of Stockholders. As we did last year, our Board of Directors has determined to hold the 2023 Annual Meeting virtually, via a live webcast. The electronic webcast meeting will afford stockholders the same rights and access as if the meeting were held in person, including the ability to vote shares electronically during the meeting.

The meeting will be held at 10:00 a.m. Eastern Time on March 9, 2023, conducted via live webcast at www.virtualshareholdermeeting.com/NFG2023. The matters on the agenda for the meeting are outlined in the enclosed Notice of Annual Meeting and Proxy Statement.

At the meeting, you will be asked to consider and vote on four proposals, all as explained in more detail in the proxy statement: (1) the election of seven directors, (2) advisory approval of named executive officer compensation, (3) advisory vote on the frequency of future "say-on-pay" votes; and (4) ratification of the appointment of the Company's independent public accounting firm. Your Board of Directors unanimously recommends that you vote FOR each of the director nominees, FOR proposals 2 and 4, and FOR the EVERY YEAR option on proposal 3.

So that you may elect Company directors and secure the representation of your interests at the Annual Meeting, we urge you to vote your shares. The preferred methods of voting are by telephone, by Quick Response Code ("QR Code") or by Internet as described on the proxy card. These methods are both convenient for you and reduce the expense of soliciting proxies for the Company. If you prefer not to vote by telephone, QR Code or the Internet, please complete, sign and date your proxy card and return it by mail. The Proxies are committed by law to vote your shares as you instruct on the proxy card, by telephone, by QR Code or by Internet.

Your vote is always important. Stockholder voting is the primary means by which stockholders can influence a company's operations and its corporate governance. In fact, stockholders who do vote can influence the outcome of proposals in greater proportion than their percentage share ownership.

Please make your voice heard by voting your shares.

Even if you plan to attend the Annual Meeting virtually, we encourage you to promptly vote your shares in advance of the meeting, by telephone, by QR Code or by Internet, or to complete, sign, date and return your proxy card. If you later wish to vote at the Annual Meeting, you can revoke your proxy by giving written notice to the Secretary of the Annual Meeting and/or the Trustee (as described in the proxy statement), and/or by casting your ballot at the Annual Meeting.

Please review the proxy statement and take advantage of your right to vote.

Sincerely yours,

David P. Bauer

President and Chief Executive Officer

Notice of Annual Meeting of

Stockholders

to be held on March 9, 2023

To the Stockholders of National Fuel Gas Company:

Notice is hereby given that the Annual Meeting of Stockholders of National Fuel Gas Company (the "Company") will be held at 10:00 a.m. Eastern Time on March 9, 2023, conducted via live webcast at www.virtualshareholdermeeting.com/NFG2023. At the meeting, action will be taken with respect to:

1. The election of seven directors to hold office for one-year terms, as provided in the attached proxy statement and until their respective successors have been elected and qualified;
2. Advisory approval of named executive officer compensation;
3. An advisory vote on the frequency of future "say-on-pay" votes;
4. Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for fiscal 2023;

and such other business as may properly come before the meeting or any adjournment or postponement thereof.

Stockholders of record at the close of business on January 9, 2023, will be entitled to vote at the meeting.

BY ORDER OF THE BOARD OF DIRECTORS

Sarah J. Mugel

General Counsel, Secretary and Corporate

Responsibility Officer

January 20, 2023

Attending the Annual Meeting

National Fuel Gas Company is holding the Annual Meeting in a virtual meeting format only, conducted via live webcast. Stockholders will not be able to attend the meeting in person.

Please visit www.virtualshareholdermeeting.com/NFG2023in order to attend and to participate in the virtual meeting, where you will be prompted to enter the 16-digit control number found on your proxy card or your voting instruction form provided by your broker, bank, or other nominee.

If you receive your Annual Meeting materials electronically and wish to attend the virtual meeting, please follow the instructions provided online for attendance. Once you have joined the virtual meeting, you may vote your shares electronically during the meeting by following the instructions available on the meeting website, although we encourage you to vote in advance of the meeting. Only stockholders or their valid proxy holders may participate in the meeting. If you plan on attending the virtual meeting, we encourage you to allow ample time to log in online and recommend that you do so fifteen minutes before the meeting start time to ensure that you are logged in when the meeting begins.

Your Vote is Important

Please vote by telephone, by QR Code or by Internet.

Whether or not you plan to attend the meeting, and whatever the number of shares you own, please vote your shares by telephone, by QR Code or by Internet as described in the proxy/voting instruction card and reduce National Fuel Gas Company's expense in soliciting proxies. Alternatively, you may complete, sign, date and promptly return the proxy/voting instruction card by mail.

Why Your Vote is Important

1. Who is asking for my vote and why am I receiving this document?

1. The Board of Directors asks that you vote on the matters listed in the Notice of Annual Meeting, which are more fully described in this proxy statement. This proxy statement is a document that Securities and Exchange Commission regulations require we give you when we ask you to sign a proxy designating individuals to vote on your behalf. A proxy, if duly executed and not revoked, will be voted and, if it contains any specific instructions, will be voted in accordance with those instructions.

1. How many shares are not voted at the Annual Meeting on non-routine matters (proposals other than the ratification of accountant)?

1. At recent Annual Meetings, approximately 11% to 19% of our shares have not been voted on non-routine matters. IF YOU HOLD YOUR SHARES AT A BROKERAGE FIRM, YOU MUST TELL YOUR BROKER HOW TO VOTE YOUR SHARES.Since 2010, brokers have not been able to vote customer shares on non-routine matters. Stockholder voting is the primary means by which stockholders can influence a company's operations and its corporate governance, so your vote is important.

1. How can I vote?

1. To reduce costs and conserve resources, we send some of our stockholders a notice advising them that our materials for this meeting are available on the Internet. The notice contains instructions to (i) electronically access the materials; (ii) vote via the Internet; and (iii) request a paper copy of the materials by mail, if desired. Other stockholders have received our proxy materials by U.S. mail. In either case, there are four ways to vote by proxy:
2. • Vote by Phone by calling 1-800-690-6903: You will need information from your proxy card to vote; have it available and follow the instructions provided.
   • Vote by scanning the Quick Response Code ("QR Code") on the proxy card: By accessing the QR site through the proxy card you can vote your shares.
   • Vote by Internet by going to www.proxyvote.com: You will need information from your proxy card to vote; have it available and follow the instructions provided.
   • Vote by Mail: Complete and return the proxy card in the prepaid and addressed envelope.

You may also vote at the Annual Meeting. However, if you are the beneficial owner of the shares, you must obtain a legal proxy from the stockholder of record, usually your bank or broker. A legal proxy identifies you, states the number of shares you own, and gives you the right to vote those shares. Without a legal proxy we cannot identify you as the owner and will not know how many shares you have to vote.

To attend and vote at the Annual Meeting, you will need the 16-digit control number found on your proxy card or your voting instruction form provided by your broker, bank, or other nominee.

Please visit www.virtualshareholdermeeting.com/NFG2023on the date and at the time specified in the Notice of Annual Meeting of Stockholders. You will be prompted to enter your 16-digit control number to attend the meeting.

Table of Contents

Proxy Statement Overview &

Fiscal 2022 Summary

General Information

PROPOSAL 1. Election of Directors

Nominees for Election as Directors at the 2023 Annual Meeting of Stockholders

Continuing Directors Whose Terms Expire in 2024

Corporate Governance

Diversity

Director Independence

Board Leadership Structure

Annual Meeting Attendance

Meetings of the Board of Directors

and Standing Committees

Method of Evaluating Board and

Committee Effectiveness

Process for Nominating Directors

Charitable Contributions by Company

Compensation Committee Interlocks and Insider Participation

Risk Oversight

Related Person Transactions

Code of Ethics

Director Compensation

Director Compensation Table - Fiscal 2022

Audit Fees

1	Executive Compensation	40
Compensation Committee Report	40
11	Compensation Discussion and Analysis	40
	Fiscal 2022 Summary Compensation Table	57
14	Grants of Plan-Based Awards in Fiscal 2022	59
15	Outstanding Equity Awards at Fiscal 2022 Year-End	60
Option Exercises and Stock Vested in Fiscal 2022	62
23
Fiscal 2022 Pension Benefits	62

27 Fiscal 2022 Nonqualified Defined Contribution and

27	Other Nonqualified Deferred Compensation Plans	64
Fiscal 2022 Potential Payments Upon Termination
27
or Change in Control	65
27	CEO Pay Ratio	70
28	Executive Officer and Director Hedging	70

28 PROPOSAL 2. Advisory Approval of

	Named Executive Officer Compensation	71
30	PROPOSAL 3. Advisory Vote on Frequency
30
of Future "Say-on-Pay" Votes	72
30

PROPOSAL 4. Ratification of

30 Appointment of Independent

30	Registered Public Accounting Firm	73

31 Important Notice Regarding

31	Delivery of Stockholder Documents	74
32	Proposals of Security Holders	75
	for the 2024 Annual Meeting
33	Other Business	76
34	Where You Can Find Additional Information	77

Audit Committee Report

Security Ownership of Certain Beneficial Owners and Management

Delinquent Section 16(a) Reports

Equity Compensation Plan

35

37

38

Your Vote is Important!

Please vote by phone, by QR Code or by

Internet, or complete, sign, date and

return your proxy card.

Information

39

National Fuel Gas Company | 2023 PROXY STATEMENT

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