UGI Corp DEF 14A: Executive Comp & Governance

Ticker: UGI · Form: DEF 14A · Filed: Dec 19, 2024 · CIK: 884614

Ugi CORP /Pa/ DEF 14A Filing Summary
FieldDetail
CompanyUgi CORP /Pa/ (UGI)
Form TypeDEF 14A
Filed DateDec 19, 2024
Risk Levellow
Pages15
Reading Time18 min
Key Dollar Amounts$1.25, $3.06, $500,000
Sentimentneutral

Sentiment: neutral

Topics: proxy-statement, executive-compensation, corporate-governance

TL;DR

UGI's 2025 proxy statement is out, detailing exec pay and governance. Check it for board and compensation details.

AI Summary

UGI Corporation filed its DEF 14A on December 19, 2024, for the fiscal year ending January 31, 2025. The filing details executive compensation and corporate governance matters. Key individuals mentioned in relation to compensation periods include Mr. Perreault and Mr. Longhi, with compensation data spanning fiscal years from 2020 to 2024.

Why It Matters

This filing provides shareholders with crucial information regarding how executive compensation is structured and approved, impacting company performance and investor confidence.

Risk Assessment

Risk Level: low — This is a routine DEF 14A filing detailing executive compensation and corporate governance, which typically does not introduce new material risks.

Key Numbers

Key Players & Entities

FAQ

What is the primary purpose of a DEF 14A filing?

A DEF 14A filing, also known as a Proxy Statement, is used to solicit shareholder votes on important corporate matters, including the election of directors and executive compensation.

Who are the key individuals whose compensation periods are detailed in this filing?

The filing references compensation data for individuals such as Mr. Perreault and Mr. Longhi across various fiscal years.

What is UGI Corporation's fiscal year end?

UGI Corporation's fiscal year ends on September 30th, as indicated by the filing details.

When was this DEF 14A filing submitted to the SEC?

This DEF 14A filing was submitted on December 19, 2024.

What industry does UGI Corporation operate in?

UGI Corporation operates in the Gas & Other Services industry, with SIC code 4932.

Filing Stats: 4,433 words · 18 min read · ~15 pages · Grade level 17.2 · Accepted 2024-12-19 17:15:35

Key Financial Figures

Filing Documents

– ELECTION OF DIRECTORS

ITEM 1 – ELECTION OF DIRECTORS 11 NOMINEES 11 CORPORATE GOVERNANCE 17 Corporate Governance Principles 17 Director Independence 18 Board Leadership Structure and Role in Risk Management 18 Oversight of Cybersecurity Risk 20 Board Meetings and Attendance 20 Board and Committee Structure 20 Selection of Board Candidates 24 Board and Committee Evaluation Process 25 Limitations on Additional Board Service 25 Investor Outreach 26 Code of Business Conduct and Ethics and Supplier Code of Business Conduct and Ethics 26 Insider Trading Policy and Equity Grant Practices 26 Compensation Committee Interlocks and Insider Participation 26 Communications with the Board 26 COMPENSATION OF DIRECTORS 28 Determination of Non-Employee Director Compensation 28 Determination of Board Chair Compensation 28 Elements of Non-Employee Director Compensation 29 Director Compensation Table 31 Stock Ownership Guidelines and Equity Plan Limits for Independent Directors 32 POLICY FOR APPROVAL OF RELATED PERSON TRANSACTIONS 32 REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS 33 OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 34 REPORT OF THE COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE OF THE BOARD OF DIRECTORS 35

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION COMPENSATION DISCUSSION AND ANALYSIS 35 Executive Summary 36 Compensation Philosophy and Objectives 42 Determination of Competitive Compensation 42 Elements of Compensation 43 Ongoing Plans and Post-Employment Agreements 48 Stock Ownership and Retention Policy 50 Equity Grant Practices 51 Role of Executive Officers in Determining Executive Compensation 51 Tax Considerations 51 COMPENSATION OF EXECUTIVE OFFICERS – EXECUTIVE COMPENSATION TABLES 52 CEO PAY RATIO 68 PAY VERSUS PERFORMANCE DISCLOSURE 68 SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS 72

– ADVISORY VOTE ON UGI - CORPORATION'S EXECUTIVE COMPENSATION

ITEM 2 – ADVISORY VOTE ON UGI - CORPORATION'S EXECUTIVE COMPENSATION 75

– RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

ITEM 3 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 77

– SHAREHOLDER PROPOSAL

ITEM 4 – SHAREHOLDER PROPOSAL 78

– OTHER MATTERS

ITEM 5 – OTHER MATTERS 81 QUESTIONS AND ANSWERS ABOUT PROXY MATERIALS, ANNUAL MEETING AND VOTING 82 CORPORATE INFORMATION 85 Table of Contents PROXY STATEMENT SUMMARY This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider. Please read the entire Proxy Statement carefully before voting. Annual Meeting of Shareholders Time and Date: 9:00 a.m. Eastern Standard Time, Friday, January 31, 2025. Place: The Annual Meeting will be conducted solely by remote communication through a virtual meeting format. Please visit www.virtualshareholdermeeting.com/UGI2025 to be admitted to the Annual Meeting. Shareholders or their legal proxies must enter the 16-digit control number found on their proxy card, voting instruction form or other proxy materials. Record Date: December 2, 2024 Voting: Shareholders as of the close of business on the record date are entitled to vote. Each share of common stock is entitled to one vote for each matter to be voted on. Proposal Required Approval Board Recommendation For More Information Election of ten (10) Directors Majority of Votes Cast FOR Page 11 Advisory Vote to approve the Fiscal 2024 Compensation of the Company's Named Executive Officers ("say-on-pay vote") Majority of Votes Cast FOR Page 75 Ratification of the appointment of KPMG LLP as the Company's Independent Registered Public Accounting Firm for Fiscal 2025 Majority of Votes Cast FOR Page 77 A shareholder proposal regarding a director election resignation governance guideline, if properly presented at the Annual Meeting Majority of Votes Cast AGAINST Page 78 6 Table of Contents Voting Matters and Board Recommendations Over the Internet By Telephone By Mail or at the Meeting If your shares are registered in your name: Vote your shares over the Internet by either scanning the QR Barcode on your Notice of Availabil

Executive Compensation Highlights

Executive Compensation Highlights A substantial portion of executive compensation is allocated to performance-based compensation, including long-term awards, in order to align executive officers' interests with shareholders' interests and to enhance long-term performance. In Fiscal 2024, 55% to 75% of the principal compensation components for all named executive officers, other than Mr. Longhi, were variable and tied to performance objectives. Robust executive officer stock ownership requirements Policy prohibiting hedging and pledging of Company securities, including the holding of Company securities in margin accounts as collateral for margin loans, by directors and executive officers Termination of employment is required for payment under change-in-control agreements ("double trigger") Double trigger for the accelerated vesting of equity awards in the event of a change in control No tax gross-ups in change-in-control agreements for any of our named executive officers Recoupment policy for incentive-based compensation paid or awarded to current and former executive officers in the event of a restatement of financial results to correct an error (i) in previously issued financial statements that is material to the previously issued financial statements, or (ii) that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period, pursuant to the rules of the New York Stock Exchange and the Securities and Exchange Commission Board-reviewed succession plan for CEO and other senior management Annual advisory vote on executive compensation 10 Table of Contents

– ELECTION OF DIRECTORS

ITEM 1 – ELECTION OF DIRECTORS NOMINEES Ten directors have been nominated by the Board of Directors to stand for election as directors at the Annual Meeting of Shareholders based upon recommendations from the Corporate Governance Committee. Each director-nominee has consented to serve, if elected, until the next Annual Meeting or until his or her earlier resignation or removal. If any director-nominee is not available for election, proxies will be voted for another person nominated by the Board of Directors or the size of the Board will be reduced. At this time, the Board is unaware of any reason why any of the director-nominees may not be able to serve as a director if elected. Other than Tina Faraca, who was elected by the Board of Directors to serve as a Director effective August 7, 2024, and Robert C. Flexon, David Bingenheimer, and Melanie Ruiz, who were elected by the Board of Directors to serve as Directors effective November 1, 2024, all of the director-nominees were elected to the Board by our shareholders at last year's annual meeting. The Board of Directors has unanimously nominated David Bingenheimer, M. Shawn Bort, Theodore A. Dosch, Tina Faraca, Robert C. Flexon, Alan N. Harris, Mario Longhi, Kelly A. Romano, Melanie Ruiz, and Santiago Seage for election as directors at the 2025 Annual Meeting. Mr. Marrazzo will retire from the Board of Directors effective as of the Annual Meeting, having reached the mandatory retirement age. Information about Director-Nominees Biographical information for each of the director-nominees standing for election is set forth below, as well as a description of the specific experience, qualifications, attributes and skills that led the Board to conclude that, in light of the Company's business and structure, the individual should serve as a director. The Board believes that each director-nominee has valuable individual skills and experience that, taken as a whole, provide the depth of knowledge, judgment and strategic

Executive Compensation/HR/ Workforce Management

Executive Compensation/HR/ Workforce Management X X X Sales/Marketing/Retail X X X The Board of Directors recommends that you vote FOR the election of each of the ten nominees for director. 12 Table of Contents DAVID BINGENHEIMER Independent Director Executive Vice President and General Manager Digital, EcoLab Director since 2024 Age as of Annual Meeting: 54 M. SHAWN BORT Independent Director Retired Senior Vice President, Finance, Saint-Gobain Corporation Director since 2009 Age as of Annual Meeting: 63 Committee Membership: Chair, Audit Committee Member Executive Committee Principal Occupation and Business Experience 2024 - Present: Executive Vice President and General Manager of EcoLab Digital, for Ecolab Inc. (NYSE: ECL) (a global company that provides water, hygiene, and infection prevention products and services) 2022 - 2024 : Executive Vice President and Chief Information Officer, EcoLab 2021 - 2022 : Chief Digital Information Officer of Honeywell Aerospace Technologies 2018 - 2021 : Chief Digital Information Officer of Honeywell Building Technologies 2017 - 2022 : Vice President of Information Technology, Honeywell 2014 - 2017 : Vice President of Information Technology and Chief Information Officer of Mohawk Industries 2013 - 2014 : Vice President of Information Technology of Eaton Corporation 2011 - 2013 : Director of Information Technology, Eaton 2011 - 2011 : Director of Global Oracle Center of Excellence of Johnson Controls 2008 - 2011 : Director of America Information Technology Central Systems, Global Product Engineering, Johnson Controls 2006 - 2008 : Director of Technology Delivery and Strategic Consulting of Mercury Marine 2004 - 2006 : Client Executive, Mercury Marine 1999 - 2004 : Global Program Manager of GE Medical Systems Key Skills and Qualifications Mr. Bingenheimer's qualifications to serve as a director include his IT, supply chain and logistics, strategic planning and operation

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