Companies RGC Resources Inc

RGC Resources (RGCO): executive pay, fiscal 2025

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CEO total pay$1,014,851CEO Paul Nester · source

Say-on-pay support98.63%Latest vote · source

CEO vs. named peers29th pct.Of 8 peer CEOs

CEO pay ratio11:1To the median employee · source

CEO pay, last three years

$1,054,041FY2023
$1,061,983FY2024
$1,014,851FY2025

CEO total pay was $1,014,851 in fiscal 2025, down from $1,061,983 in fiscal 2024.

FY2025: salary $467,084 · bonus $0 · stock awards $288,225 · option awards $0

Executives and directors

Paul Nester · CEO Lawrence Oliver · Executive Timothy Mulvaney · CFO Abney S. Boxley III · Independent Director Elizabeth A. McClanahan · Independent Director J. Allen Layman · Independent Director Jacqueline L. Archer · Independent Director John B. Williamson III · Chair of the Board Maryellen F. Goodlatte · Independent Director Nancy Howell Agee · Independent Director Robert B. Johnston · Independent Director T. Joe Crawford · Independent Director

Frequently asked questions

Who was the highest-paid executive at RGC Resources Inc in fiscal 2025?

As disclosed, Paul Nester (President & CEO) was the highest-paid executive at RGC Resources Inc in fiscal 2025, with total compensation of $1,014,851.

How does RGC Resources Inc's chief executive pay compare to its disclosed peer group?

As disclosed, Paul Nester's total compensation ranked at the 29th percentile of RGC Resources Inc's disclosed peer group.

What is RGC Resources Inc's CEO-to-median employee pay ratio?

As disclosed, RGC Resources Inc's CEO-to-median employee pay ratio was 11:1.

How did shareholders vote on RGC Resources Inc's executive compensation?

As disclosed, 98.63% of shareholders supported RGC Resources Inc's executive compensation in the latest say-on-pay vote.

How much does RGC Resources Inc spend in total on board compensation for fiscal 2025?

As disclosed, RGC Resources Inc reported total board compensation of $596,550 for fiscal 2025.

Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.

Full detail

Every table from the filing. Open any section.

Summary compensation table

Named executive officer	Salary	Bonus	Stock awards	Option awards	Non-equity incentive	Pension / NQDC	All other	Total
Paul Nester	$467,084	$0	$288,225	$0	$184,866	$24,993	$49,683	$1,014,851
President & CEO
Timothy Mulvaney	259,766	0	118,125	0	89,381	54,402	62,387	584,061
Vice President, Treasurer & CFO
Lawrence Oliver	269,141	0	115,500	0	90,750	33,192	46,365	554,948
Sr. Vice President, Corp. Secretary

A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.

Three-year trend — total compensation per named executive

Named executive officer	FY2025 total	FY2024 total	FY2023 total	Δ FY2024→2025
Paul Nester	$1,014,851	$1,061,983	$1,054,041	↓ −47,132
Timothy Mulvaney	584,061	—	—	—
Lawrence Oliver	554,948	541,694	455,147	↑ +13,254

Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.

Incentive-plan design — the Compensation Discussion & Analysis

CEO STI target (% of salary)	—
CEO LTI target (% of salary)	—
Independent consultant	—
Clawback policy	—
Anti-hedging	—
Anti-pledging	—

Equity grants and outstanding awards

Grants of plan-based awards — fiscal year 2025

Executive	Award	Grant date	Threshold	Target	Granted	Maximum	Grant-date fair value
Paul Nester	RSA	2025-10-27	—	—	13,679	—	$288,225
Timothy Mulvaney	RSA	2025-10-27	—	—	5,606	—	118,125
Lawrence Oliver	RSA	2025-10-27	—	—	5,482	—	115,500

Vehicle mix — grant-date fair value by award type

Grant-level vehicle detail not disclosed.

% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.

Outstanding equity awards at fiscal year-end 2025

Executive	Award	Shares unvested	Exercise price	Market value unvested
Lawrence Oliver	Option	1,000	19.9	—
Timothy Mulvaney	RSU	2,000	—	44,880
Lawrence Oliver	RSU	2,179	—	48,897
Timothy Mulvaney	RSU	2,832	—	63,550
Lawrence Oliver	Option	3,000	22.93	—
Lawrence Oliver	RSU	3,398	—	76,251
Lawrence Oliver	Option	5,000	16.62	—
Lawrence Oliver	Option	5,000	27.87	—
Paul Nester	RSU	6,946	—	155,868
Paul Nester	RSU	8,883	—	199,335

Director compensation

Director	Cash fees	Stock awards	Option awards	Non-equity incentive	All other	Total
Abney S. Boxley IIIIndependent · Compensation · Audit (Chair)	$0	$78,250	—	—	—	$78,250
Maryellen F. GoodlatteIndependent · Nominating/Governance (Chair) · Audit	76,850	0	—	—	—	76,850
John B. Williamson IIIIndependent · Board Chair	0	71,600	—	—	—	71,600
Nancy Howell AgeeIndependent · Compensation (Chair) · Nominating/Governance	0	71,600	—	—	—	71,600
T. Joe CrawfordIndependent · Compensation · Audit	39,210	26,140	—	—	—	65,350
Jacqueline L. ArcherIndependent · Audit · Finance & Audit (Chair)	0	61,100	—	—	—	61,100
J. Allen LaymanIndependent · Compensation · Nominating/Governance	60,100	0	—	—	—	60,100
Robert B. JohnstonIndependent · Nominating/Governance	55,850	0	—	—	—	55,850
Elizabeth A. McClanahanIndependent · Nominating/Governance	33,510	22,340	—	—	—	55,850

Board fee structure and ownership guideline

Annual cash retainer	$52,800
Annual equity retainer	—
Per board meeting fee	—
Committee chair fees (audit / comp / nom-gov)	13,200 / 12,000 / 12,000
Stock ownership guideline	The Compensation Committee reviews and approves stock ownership guidelines and reviews and recommends equity incentive grants to officers.

Total cost of the board

Component	FY2025
Cash retainers and fees	$265,520
Equity awards (grant-date value)	$331,030
All other compensation	$0
Total cost of the board	$596,550

Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.

Peer group, and who names RGC Resources as a peer

Companies that benchmark against RGCO

4 companies name RGCO as a compensation peer

Each company listed discloses RGCO in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named RGCO in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.

Disclosed peer group — fiscal year 2025

The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.

NW Natural, IncorporatedGNE Genie Energy LTDYORW York Water CompanyPCYO Pure Cycle CorporationCPK Chesapeake Utilities CorporationCDZI Cadiz, IncorporatedMSEX Middlesex Water CompanyUTL Unitil Corporation

Peer reciprocity

The companies RGC Resources Inc names as compensation peers that name it back in their own disclosed peer groups.

York Water Company (YORW)³⁰Chesapeake Utilities Corporation (CPK)³¹Middlesex Water Company (MSEX)³²

Chief executive pay against the peer group

Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company’s own proxy statement.

Rank	Company	FY	Chief executive	Salary	Stock awards	Option awards	Non-equity incentive	Total
1	Chesapeake Utilities Corporation	2025	Jeffry Householder	$872,385	$2,420,566	$0	$1,097,863	$4,531,322
2	Unitil Corporation	2025	Thomas Meissner Jr.	744,066	751,842	0	662,591	3,189,116
3	Middlesex Water Company	2025	Nadine Leslie	754,000	678,000	0	427,525	1,906,024
4	Genie Energy Ltd	2025	Michael Stein	450,000	0	0	0	1,371,250
5	Cadiz, Incorporated	2025	Susan Kennedy	400,000	645,625	0	0	1,057,625
6	RGC Resources Inc	2025	Paul Nester	467,084	288,225	0	184,866	1,014,851
7	Pure Cycle Corporation	2025	Mark Harding	525,000	114,300	0	0	965,016
8	York Water Company	2025	Joseph Hand	412,175	100,074	—	43,960	572,275

Each peer’s compensation is from its most recently filed proxy; fiscal years differ by company. Each peer’s figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.

Incentive design against the same peers

Company	Annual incentive payout	Long-term vehicle mix	PSU measures include TSR	Compensation consultant
RGC Resources Inc	not disclosed	not disclosed	not disclosed	not disclosed
Cadiz, Incorporated	not disclosed	RSU 100	not disclosed	Coda Advisors
Chesapeake Utilities Corporation	not disclosed	PSU 100	not disclosed	FW Cook
Genie Energy Ltd	not disclosed	Restricted Stock 100	not disclosed	not disclosed
Middlesex Water Company	not disclosed	Restricted Stock 100	not disclosed	Aon
Pure Cycle Corporation	not disclosed	not disclosed	not disclosed	not disclosed
Unitil Corporation	137%	PSU 50 · RSU 50	No	Willis Towers
York Water Company	not disclosed	Restricted Stock 100	not disclosed	Herbein + Company, Inc.

Read from each company’s Compensation Discussion and Analysis: annual incentive payout as a percentage of target, the disclosed long-term vehicle mix, whether performance-share measures include a total shareholder return component, and the retained compensation consultant. “Not disclosed” appears only where the company’s filing does not state the item.

Say-on-pay history and pay ratio

Meeting year	Meeting date	For	Against	Abstain	Support	Outcome
2026	2026-01-26	7,119,486	98,873	40,450	98.63%	Passed
2025	2025-01-27	6,282,641	125,826	49,633	98.04%	Passed
2024	2024-01-29	6,497,252	147,072	47,338	97.79%	Passed
2023	2023-01-23	5,905,714	88,366	63,136	98.53%	Passed
2022	2022-01-24	4,084,452	770,981	89,995	84.12%	Passed
2021	2021-02-01	3,510,341	1,123,634	65,232	75.75%	Passed

Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year’s compensation.

Say-on-pay — history, company’s computation

Meeting year	Meeting date	Approval — company’s computation
2026	2026-01-26	98.63%^a
2025	2025-01-27	98.04%^b
2024	2024-01-29	97.79%^c

a. Voting standard not stated in the filing.

b. Voting standard not stated in the filing.

c. Voting standard not stated in the filing.

Approval percentages are the company’s own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.

CEO pay ratio

Ratio (CEO : median employee)	11 : 1
CEO total compensation	$1,014,851
Median employee compensation	$90,935

Insider trades since the proxy

No insider equity transactions reported since the proxy statement.

Sources (32 citations)

Each figure is listed with the filing it comes from, where it appears in that filing, and the value as printed. Any figure can be independently confirmed against the source.

Section 01, Paul Nester. DEF 14A, filed 2025-12-09. Section “Executive Compensation” · page 18. As printed: 1,014,851. View filing ↗
Section 01, Timothy Mulvaney. DEF 14A, filed 2025-12-09. Section “Executive Compensation”. As printed: 584,061. View filing ↗
Section 01, Lawrence Oliver. DEF 14A, filed 2025-12-09. Section “Executive Compensation”. As printed: 554,948. View filing ↗
Section 03, Paul Nester RSA. DEF 14A, filed 2025-12-09. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
Section 03, Timothy Mulvaney RSA. DEF 14A, filed 2025-12-09. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
Section 03, Lawrence Oliver RSA. DEF 14A, filed 2025-12-09. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
Section 07, pay ratio. DEF 14A, filed 2025-12-09. Section “CEO Pay Ratio”. As printed: 11 : 1. View filing ↗
Section 08, Abney S. Boxley III. DEF 14A, filed 2025-12-09. Section “Director Compensation”. As printed: 78,250. View filing ↗
Section 08, Maryellen F. Goodlatte. DEF 14A, filed 2025-12-09. Section “Director Compensation”. As printed: 76,850. View filing ↗
Section 08, John B. Williamson III. DEF 14A, filed 2025-12-09. Section “Director Compensation”. As printed: 71,600. View filing ↗
Section 08, Nancy Howell Agee. DEF 14A, filed 2025-12-09. Section “Director Compensation”. As printed: 71,600. View filing ↗
Section 08, T. Joe Crawford. DEF 14A, filed 2025-12-09. Section “Director Compensation”. As printed: 65,350. View filing ↗
Section 08, Jacqueline L. Archer. DEF 14A, filed 2025-12-09. Section “Director Compensation”. As printed: 61,100. View filing ↗
Section 08, J. Allen Layman. DEF 14A, filed 2025-12-09. Section “Director Compensation”. As printed: 60,100. View filing ↗
Section 08, Robert B. Johnston. DEF 14A, filed 2025-12-09. Section “Director Compensation”. As printed: 55,850. View filing ↗
Section 08, Elizabeth A. McClanahan. DEF 14A, filed 2025-12-09. Section “Director Compensation”. As printed: 55,850. View filing ↗
Section 06, 2026 vote. Form 8-K, filed 2026-01-28. Item 5.07 · say-on-pay result. As reported: 98.63% (votes for as printed: 7,119,486). View filing ↗
Section 06, 2025 vote. Form 8-K, filed 2025-01-30. Item 5.07 · say-on-pay result. As reported: 98.04% (votes for as printed: 6,282,641). View filing ↗
Section 06, 2024 vote. Form 8-K, filed 2024-02-02. Item 5.07 · say-on-pay result. As reported: 97.79% (votes for as printed: 6,497,252). View filing ↗
Section 01 trend, Δ column (computed). Computed. Δ = current-FY total − prior-FY total per named officer.
Section 09b board cost (computed). Computed. Cash 265,520 + equity 331,030 + all other 0 = 596,550, summed across the director compensation table rows.
Chesapeake Utilities Corporation, Section 10b CEO total. DEF 14A, filed 2026-03-25. CEO total compensation as printed in Chesapeake Utilities Corporation's own proxy. As printed: 4,531,322. View filing ↗
Unitil Corporation, Section 10b CEO total. DEF 14A, filed 2026-03-27. CEO total compensation as printed in Unitil Corporation's own proxy. As printed: 3,189,116. View filing ↗
Middlesex Water Company, Section 10b CEO total. DEF 14A, filed 2026-04-06. CEO total compensation as printed in Middlesex Water Company's own proxy. As printed: 1,906,024. View filing ↗
Genie Energy Ltd, Section 10b CEO total. DEF 14A, filed 2026-05-01. CEO total compensation as printed in Genie Energy Ltd's own proxy. As printed: 1,371,250. View filing ↗
Cadiz, Incorporated, Section 10b CEO total. DEF 14A, filed 2026-04-30. CEO total compensation as printed in Cadiz, Incorporated's own proxy. As printed: 1,057,625. View filing ↗
RGC Resources Inc (subject), Section 10b CEO total. DEF 14A, filed 2025-12-09. CEO total compensation as printed in RGC Resources Inc's own proxy. As printed: 1,014,851. View filing ↗
Pure Cycle Corporation, Section 10b CEO total. DEF 14A, filed 2025-12-04. CEO total compensation as printed in Pure Cycle Corporation's own proxy. As printed: 965,016. View filing ↗
York Water Company, Section 10b CEO total. DEF 14A, filed 2026-03-20. CEO total compensation as printed in York Water Company's own proxy. As printed: 572,275. View filing ↗
Section 10a, York Water Company reciprocity. DEF 14A. York Water Company names RGC Resources Inc in its own disclosed peer group (read from its most recent proxy). View filing ↗
Section 10a, Chesapeake Utilities Corporation reciprocity. DEF 14A. Chesapeake Utilities Corporation names RGC Resources Inc in its own disclosed peer group (read from its most recent proxy). View filing ↗
Section 10a, Middlesex Water Company reciprocity. DEF 14A. Middlesex Water Company names RGC Resources Inc in its own disclosed peer group (read from its most recent proxy). View filing ↗