Item 1. Business
ITEM 1. BUSINESS (Continued)
The Company depends on its key personnel to successfully operate its businesses, including its executive officers, senior corporate management and management at its operating units. NJR seeks to attract and retain its employees by offering competitive compensation packages including base and incentive compensation (and in certain instances share-based compensation and retention incentives), attractive benefits and opportunities for advancement and rewarding careers. NJR periodically reviews and adjusts, if needed, its employees’ total compensation (including salaries, annual cash incentive compensation, other cash and equity incentives and benefits) to ensure that it is competitive within the industry and is consistent with our level of performance. NJR has also implemented enterprise-wide talent development and succession planning programs designed to identify future talent for key positions. To promote a collaborative and rewarding work environment and support the communities we serve, NJR sponsors numerous charitable and philanthropic programs.
Further, in order to take advantage of available opportunities and successfully implement our long-term strategy, NJR must be able to employ, train and retain the necessary skilled employees. As a result, NJR supports and utilizes various training and educational programs and has developed additional company-wide and project-specific employee training and educational programs. NJR continues key programs focused on employee safety, leadership development, work-life balance, talent management, health and wellness and employee engagement. Moreover, employee engagement is integral to NJR’s vision, strategy and business success. Fostering an inclusive environment that values ethics helps create an organization that is able to embrace, leverage and respect the differences of employees, customers and the communities where we live, work and serve. We are proud of the strides we have made in increasing employee engagement. Complementing our efforts are our employee-led Business Resource Groups, cross-functional teams of employees whose core mission is to advance their own professional development and cultivate deeper connections with co-workers and communities.
NJR periodically evaluates employees and their productivity against future demand expectations and historical trends. NJR conducts an annual employee survey designed to help the Company measure overall employee engagement. The feedback employees provide through the survey helps NJR evaluate the Company’s culture and the employee experience and monitor its current practices for potential areas of improvement. NJR employees continue to maintain high levels of engagement, satisfaction and retention according to NJR’s most recent survey conducted in March 2025.
NJR Board of Directors’ Role in Human Capital Resource Management
NJR’s Board of Directors believes that human capital management is an important component of the Company’s continued growth and success, and is essential for our ability to attract, retain and develop talented and skilled employees. We pride ourselves on a culture that is innovative, talent- and team-focused and inclusive.
Management regularly reports to the LDCC of the Board of Directors on human capital management topics, including corporate culture, employee development, compensation and benefits. The LDCC maintains oversight of matters related to human capital management, including talent retention, development and succession planning, and the Board of Directors provides input on important decisions in each of these areas. The annual employee survey is reviewed by the LDCC as part of its oversight of employee engagement and NJR’s corporate culture.
Employee Benefits
The LDCC believes employee benefits are an essential component of the Company’s competitive total rewards package. These benefits are designed to attract and retain our employees and include medical, vision and dental insurance, short- and long-term disability insurance, accidental death and disability insurance, travel and accident insurance and our 401(k) Plan. As part of the 401(k) Plan, NJR matches 100% of the first 3% and 80% of the next 3% of base compensation contributed by the employee into the 401(k) Plan, subject to the Internal Revenue Code and NJR’s 401(k) Plan limits. Additionally, for employees who are not eligible to participate in the defined benefit plans, NJR annually contributes between 4% and 5% of base compensation, depending upon years of service, into the 401(k) Plan on their behalf.
AVAILABLE INFORMATION AND CORPORATE GOVERNANCE DOCUMENTS
The following reports and any amendments to those reports are available on our website at https://investor.njresources.com/financials/sec-filings as soon as reasonably possible after filing or furnishing them with the SEC:
• Annual reports on Form 10-K;
• Quarterly reports on Form 10-Q; and
• Current reports on Form 8-K.
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ITEM 1. BUSINESS (Continued)
The following documents are available on our website at https://investor.njresources.com/governance/governance-documents:
• NJR Code of Conduct;
• Amended and Restated Bylaws;
• Corporate Governance Guidelines;
• Wholesale Trading Code of Conduct;
• Dodd-Frank Compensation Recoupment Policy;
• Supplemental Clawback Policy;
• Insider Trading Policy;
• Charters of the following Board of Directors Committees: Audit, Nominating/Corporate Governance and Leadership Development and Compensation;
• Audit Complaint Procedure;
• Communicating with Non-Management Directors Procedure;
• Statement of Policy with Respect to Related Person Transactions; and
• Legal Procedure.
In Part III of this Form 10-K, we incorporate certain information by reference from our Proxy Statement for our 2026 Annual Meeting of Shareowners. We expect to file the Proxy Statement with the SEC on or about December 10, 2025. We will make it available on our website as soon as reasonably possible following the filing date. Please refer to the Proxy Statement when it is available.
A printed copy of each document is available free of charge to any shareowner who requests it by contacting the Corporate Secretary at New Jersey Resources Corporation, 1415 Wyckoff Road, Wall, New Jersey 07719.
INFORMATION ABOUT OUR EXECUTIVE OFFICERS
The Company’s Executive Officers and their age, position and business experience during the past five years are below.
Name Age Officer
since Business experience during last five years
Stephen D. Westhoven 57 2004 President and CEO (October 2019 - present)
Roberto Bel 52 2019 SVP and Chief Financial Officer (January 2022 - present)
Vice President, Treasury and Investor Relations (April 2019 - December 2021)
Patrick J. Migliaccio 51 2013 SVP and Chief Operating Officer (January 2022 - present)
SVP and Chief Financial Officer (January 2016 - December 2021)
Amy Cradic 54 2018 SVP and Chief Operating Officer of Nonutility Businesses, Strategy and External Affairs (March 2020 - present)
Richard Reich 50 2016 SVP and General Counsel (June 2022 - present)
SVP, General Counsel and Corporate Secretary (September 2021 - June 2022)
Corporate Secretary and Assistant General Counsel (January 2016 - September 2021)
Lori DelGiudice 50 2023 SVP, Human Resources (November 2022 - present)
Vice President of Human Resources for Honeywell Advanced Materials (September 2017 - October 2022)
Jacqueline K. Shea 61 2016 SVP and CIO (January 2023 - present)
Vice President and CIO (June 2016 - December 2022)
Stephen M. Skrocki 49 2023 Corporate Controller (Principal Accounting Officer) (January 2023 - present)
Corporate Controller (January 2021 - December 2022)
Assistant Corporate Controller (March 2017 - January 2021)
ITEM 1A. RISK FACTORS
When considering any investment in our securities, investors should consider the following risk factors, as well as the information contained under the caption “Information Concerning Forward-Looking Statements,” in analyzing our present and future business performance. While this list is not exhaustive, management also places no priority or likelihood based on their descriptions or order of presentation. Listed below, not necessarily in order of importance or probability of occurrence, are the most significant risk factors applicable to us. Unless indicated otherwise or the content requires otherwise, references below to “we,” “us,” and “our” should be read to refer to the Company and its subsidiaries and affiliates.
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ITEM 1A. RISK FACTORS (Continued)
Risks Related to Our Business Operations
Our investments in solar energy projects are subject to substantial risks and uncertainties. There are risks associated with our ability to execute on our investment strategy of clean energy projects, which includes our ability to develop and manage such projects profitably. These include logistical risks and potential delays related to construction, permitting and regulatory approvals (including any approvals by the BPU required pursuant to solar energy legislation in the State of New Jersey, and similar approvals required by the other states where our solar projects are located); electric grid interconnection delays associated with the PJM Interconnection, LLC queue reform process; and the operational risk that the projects in service will not perform according to expectations due to equipment failure, suboptimal weather conditions or other economic factors beyond our control. All of the aforementioned risks could reduce the availability of viable solar energy projects for development. Furthermore, at the development or acquisition stage, our ability to predict actual performance results may be hindered or inaccurate and the projects may not perform as predicted.
In addition, our investments in solar energy projects are dependent, in part, upon current state regulatory incentives and federal tax credits in order for the projects to be economically viable. Our return on investment for these solar projects is based substantially on our eligibility for ITCs and the future market value of RECs that are traded in a competitive marketplace in the State of New Jersey. These projects face the risk that the current state regulatory programs and tax laws may expire or be adversely modified. A sustained decrease in the value of RECs could negatively impact the return on our investments and could impair our portfolio of solar assets.
Actions or limitations to address concerns over climate change, both globally and within our utilities’ service areas, may affect our operations and financial performance. Legislative, regulatory and advocacy efforts at the local, state and national levels concerning climate change and other environmental issues could have significant impacts on our operations. The natural gas utility industry may be affected by proposals to curb greenhouse gas and other air emissions. Various regulatory and legislative proposals have been made to limit or further restrict byproducts of combustion, including byproducts resulting from the use of natural gas by our customers. In addition, regionally, a number of regulatory and legislative initiatives have been passed that are designed to limit greenhouse gas emissions and increase the use of renewable sources of energy, such as the ban of natural gas equipment in new construction in New York and elsewhere in the U.S. In addition, regulatory and legislative initiatives may restrict customers’ access to natural gas and/or require or limit natural gas infrastructure in buildings. Other initiatives may seek to promote social interests expressed as energy equity, environmental justice or similar frameworks. Any such legislation could direct and/or restrict the operation and raise the costs of our energy delivery infrastructure as well as the distribution of natural gas to our customers.
Uncertainties associated with our queue of projects could adversely affect our business, results of operations, financial condition and cash flows. Business development projects involve many risks. We are currently engaged in business development projects, including projects in various stages of development tied to renewable energy and decarbonization efforts. Timely completion of our projects is subject to certain risks, including those related to regulatory proceedings regarding permitting and adverse outcomes from legal challenges related to the projects’ authorizations from federal and state regulatory agencies. We could also experience issues such as: technological challenges; ineffective scalability; failure to achieve expected outcomes; unsuccessful business models; startup and construction delays; construction cost overruns; disputes with contractors; the inability to negotiate acceptable agreements such as rights-of-way, easements, construction, gas supply or other material contracts; changes in customer demand, perception or commitment; public opposition to projects; marketing risk and changes in market regulation, behavior or prices; market volatility or unavailability, including markets for RNG and its associated attributes or other environmental attributes; the inability to receive expected tax or regulatory treatment; and operating cost increases. Additionally, we may be unable to finance our business development projects at acceptable costs or within a scheduled time frame necessary for completing the project. Any of the foregoing risks, if realized, could result in business development efforts failing to produce expected financial results and the project investment becoming impaired, and such failure or impairment could have an adverse effect on our business, results of operations, financial condition and cash flows.
Our operations are subject to certain risks incidental to handling, storing, transporting and providing customers with natural gas. Our operations, including our natural gas vehicle refueling stations and LNG facilities, are subject to operating hazards and risks, including the handling, storing, transporting and providing customers with natural gas. These risks include failure of the interstate pipeline system, explosions, pollution, release of toxic substances, fires, storms, safety issues and other adverse weather conditions and hazards, each of which could result in damage to or destruction of facilities or damage to persons and property. We could suffer substantial losses should any of these events occur. Although we maintain insurance coverage, insurance may not be sufficient to cover all material expenses related to these risks, and such insurance may be costly.
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