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

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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

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
ITEM 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.