Business Context and Reporting Period
Company: New Jersey Resources Corporation (NJR)
Filing Type: Form 8-K (Current Report)
Date of Report: November 4, 2025
Subject: Approval of Fiscal 2026 Officer Annual Incentive Plan and Long-Term Incentive Program Awards for Named Executive Officers (NEOs).
Key Financial Metrics
This filing does not report operational financial results such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation structures and performance metrics.
Material Changes and Compensation Structure
The Leadership Development and Compensation Committee (LDCC) approved the following compensatory arrangements for Fiscal Year 2026:
- Officer Annual Incentive Plan (2026 OIP):
- Performance Criteria: 50% Net Financial Earnings (NFE), 30% Individual Leadership, 20% Commitment to Stakeholders.
- Target Awards: 40% to 60% of base salary for most NEOs; 110% of base salary for the President and CEO.
- Payout Range: 0% to 150% of the target amount.
- Payout Form: Amounts exceeding 100% of the target may be paid in cash, Restricted Stock Units (RSUs), or Deferred Retention Stock Units (DRSUs).
- Long-Term Incentive Awards:
- Performance Share Units (TSR): Based on Total Shareholder Return relative to a comparator group over a 36-month period (Oct 1, 2025 – Sept 30, 2028).
- Performance Share Units (NFE): Based on cumulative NFE per share over the same 36-month period.
- Restricted Stock Units (RSUs): Granted to NEOs (excluding the CEO) vesting in three equal installments annually from 2026 to 2028.
- Performance-Based RSUs (PBRSUs): Granted to the CEO, vesting based on NFE performance goals for the fiscal year ending Sept 30, 2026.
Guidance, Outlook, and Risks
Management Commentary: The 2026 OIP aims to maintain line of sight for executives, link compensation to corporate results, and provide flexibility for qualitative assessments. The LDCC retains the ability to modify awards based on qualitative assessments and may approve special recognition awards for outstanding performance.
Risks and Contingencies:
- Recoupment: All awards are subject to the Company's compensation recoupment policies.
- Performance Thresholds: If minimum performance thresholds are not met, no Performance Share Units will vest.
- Forward-Looking Statements: The filing includes standard disclaimers regarding future market conditions, shareholder return, and NFE estimates, noting that actual results may differ materially from expectations.
Investor Verification Checklist
- Verify the specific NFE targets and thresholds for the 2026 OIP and Performance Share Units in the attached Award Agreements (Exhibits 10.1–10.4).
- Confirm the composition of the "established comparator group" used for the Total Shareholder Return (TSR) metric.
- Review the Company's compensation recoupment policy to understand clawback conditions.
- Monitor future 10-Q and 10-K filings for actual NFE performance against the targets set in this plan.