RGC RESOURCES, INC. (NASDAQ:RGCO) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

ME Staff 8-k

7 years ago

RGC RESOURCES, INC. (NASDAQ:RGCO) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersITEM 5.02

DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

Approval of Incentive Awards for 2018 and 2019 Annual Base Salaries for Executive Officers

The Board of Directors approved the Compensation Committee's cash and equity incentive awards in respect of fiscal 2018 performance and annual base salaries in effect beginning January 1, 2019. The approved amounts are set forth below:

Officer	Title	2019 Salary	Cash Incentive	Equity Incentive Award (Shares)
John S. D'Orazio	President and CEO	$	450,000	$	161,208	5,508
Paul W. Nester	Vice President, Secretary, Treasurer and CFO	315,000	86,953	2,289
Robert L. Wells, II	Vice President, Information Technology	192,000	50,039	1,186
Carl J. Shockley, Jr.	Vice President, Operations – Roanoke Gas Company	211,000	52,020	1,244

The equity awards are issued under the terms and conditions of the RGC Resources, Inc. Restricted Stock Plan, filed as Exhibit 10.1 to the Company's 8-K filed February 9, 2017. The equity awards have a grant date of January 2, 2019. One-third of the award will vest on the grant date. The second one-third will vest on January 2, 2020, and the final one-third will vest on January 2, 2021.

Approval of Performance Incentive Plan for 2019

The Board of Directors approved the Compensation Committee's Performance Incentive Plan for the Company's named executive officers for the fiscal year ending September 30, 2019. The cash incentive bonus for each officer is based 50% on the individual's performance with respect to corporate objectives and 50% on a target within a range of earnings results for fiscal 2019. The equity incentive bonus for each officer is based on a range of earnings results for fiscal 2019. The potential range of incentive bonuses for each officer is provided below:

Officer	Metric	Type	Minimum	Target	Maximum
John S. D'Orazio	Performance & Earnings	Cash	$		$	157,500	$	196,875
Earnings	Equity		135,000	202,500
Paul W. Nester	Performance & Earnings	Cash		94,500	118,125
Earnings	Equity		78,750	118,125
Robert L. Wells, II	Performance & Earnings	Cash		48,000	60,000
Earnings	Equity		28,800	43,200
Carl J. Shockley, Jr.	Performance & Earnings	Cash		63,300	79,125
Earnings	Equity		42,200	63,300

About RGC RESOURCES, INC. (NASDAQ:RGCO)
RGC Resources, Inc. (Resources) is an energy services company. The Company is engaged in the regulated sale and distribution of natural gas to residential, commercial and industrial customers in Roanoke, Virginia, and the surrounding localities, through its Roanoke Gas Company (Roanoke Gas) subsidiary. Roanoke Gas also provides certain non-regulated services. It maintains an integrated natural gas distribution system to deliver natural gas purchased from suppliers to residential, commercial and industrial users in its service territory. As of September 30, 2016, Resources had approximately 1,132 miles of transmission and distribution pipeline. As of September 30, 2016, Roanoke Gas owned and operated eight metering stations. It also owns a liquefied natural gas storage facility located in Botetourt County that has the capacity to store up to 220,000 dekatherm (DTH) of natural gas. The Company’s subsidiaries also include Diversified Energy Company and RGC Midstream, LLC.