Proxy Statement (definitive) (def 14a)

Date : 03/15/2019 @ 7:29PM
Source : Edgar (US Regulatory)
Stock : South Jersey Industries Corporate Units (SJIU)
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Proxy Statement (definitive) (def 14a)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.      )

Filed by the Registrant
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Check the appropriate box:
o
Preliminary Proxy Statement
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CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
Definitive Proxy Statement
o
Definitive Additional Materials
o
Soliciting Material Under Rule 14a-12
South Jersey Industries, Inc.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
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Aggregate number of securities to which transaction applies:
 
 
 
 
(3)
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11 (a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 
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Form, Schedule or Registration Statement No.:
 
 
 
 
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(4)
Date Filed:
 
 
 

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South Jersey Industries, Inc.
1 South Jersey Plaza
Folsom, New Jersey 08037
Tel. (609) 561-9000
Fax (609) 561-7130

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

DATE:
April 26, 2019
TIME:
9:00 a.m., Eastern Time
PLACE:
Hard Rock Hotel & Casino Atlantic City, Brighton Ballroom, 1000 Boardwalk, Atlantic City, New Jersey 08401

To the Shareholders of South Jersey Industries

NOTICE IS HEREBY GIVEN that South Jersey Industries, Inc.’s (“Company” or “SJI”) Annual Meeting of Shareholders will be held at Hard Rock Hotel & Casino Atlantic City, Brighton Ballroom, 1000 Boardwalk, Atlantic City, New Jersey 08401 , on April 26, 2019, at 9:00 a.m., Eastern Time, for the following purposes:

1. To elect 10 director nominees who are named in the accompanying proxy statement (term expiring 2020)
2. To hold an advisory vote to approve executive compensation
3. To ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for 2019
4. To transact other business that may properly come before the meeting
Voting can be completed in one of four ways:

returning the proxy card by mail

online at www.proxyvote.com
through the telephone at 1-800-690-6903

attending the meeting to vote IN PERSON

The Board of Directors has fixed the close of business on February 25, 2019 as the record date for determining shareholders entitled to notice of, and to vote at, the Annual Meeting. Accordingly, only shareholders of record on that date are entitled to notice of, and to vote at, the meeting.

You are cordially invited to attend the meeting. Attendance at the Annual Meeting will be limited to shareholders as of the record date, their authorized representatives and guests of SJI. Guests of shareholders will not be admitted unless they are also shareholders as of the record date. If you plan to attend the meeting in person, you will need an admission ticket and a valid government issued photo ID to enter the meeting. For shareholders of record, an admission ticket is attached to your proxy card. If your shares are held in the name of a bank, broker or other holder of record, please bring your account statement as that will serve as your ticket.

Whether or not you expect to attend the meeting, we urge you to vote your shares now. Please complete and sign the enclosed proxy card and promptly return it in the envelope provided or, if you prefer, you may vote by telephone or on the Internet. Please refer to the enclosed proxy card for instructions on how to use these options. Should you attend the meeting, you may revoke your proxy and vote in person.

BY ORDER OF THE BOARD OF DIRECTORS


Corporate Secretary
Folsom, NJ
March 15, 2019

YOUR VOTE IS IMPORTANT. PLEASE VOTE, SIGN, DATE, AND PROMPTLY RETURN YOUR PROXY IN THE ENCLOSED ENVELOPE OR VOTE BY TELEPHONE OR ON THE INTERNET.

Important Notice Regarding the Availability of Proxy Materials for the Shareholders Meeting to be Held on April 26, 2019. The Proxy Statement, the Proxy Card and the 2018 Annual Report are available at www.sjindustries.com by clicking on Investors > Financial Reporting

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PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all the information you should consider, and you should read the entire proxy statement carefully before voting.

Annual Meeting of Shareholders

Date:
April 26, 2019
Time:
8:15 a.m. - doors will open to the shareholders for continental breakfast
 
9:00 a.m. - meeting begins
 
10:00 a.m. - meeting adjourns
Place:
Hard Rock Casino & Hotel Atlantic City, Brighton Ballroom
 
1000 Boardwalk
 
Atlantic City, New Jersey 08401
Admission to the meeting:
Attendance at the Annual Meeting will be limited to shareholders as of the record date, their authorized representatives and guests of SJI. Guests of shareholders will not be admitted unless they are also shareholders as of the record date. If you plan to attend the meeting in person, you will need an admission ticket and a valid government issued photo ID to enter the meeting. For shareholders of record, an admission ticket is attached to your proxy card. If your shares are held in the name of a bank, broker or other holder of record, please bring your account statement as that will serve as your ticket. Use of cameras, recording devices, computers, and other electronic devices, such as smartphones and tablets, will not be permitted at the Annual Meeting. Photography and video are prohibited at the Annual Meeting. Photographs taken by South Jersey Industries at the 2019 Annual Shareholders’ Meeting may be used by South Jersey Industries. By attending the 2019 Annual Shareholders’ Meeting, you will be agreeing to South Jersey Industries’ use of those photographs and waive any claim or rights with respect to those photographs and their use.
Record Date:
February 25, 2019
Agenda:
Election of 10 directors, each to serve a term of one year
 
Approval, on an advisory basis, of executive compensation
 
Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2019
 
Transaction of any other business that may properly come before the meeting
Voting:
Shareholders as of the record date are entitled to vote. Each share of common stock is entitled to one vote for each director nominee and one vote for each of the proposals to be voted on.

Voting Matters and the Board’s Recommendation

The following table summarizes the items that will be brought for a vote of our stockholders at the meeting, along with the Board’s recommendation as to how shareholders should vote on each of them.

Proposal No.
Description of Proposal
Board’s Recommendation
1
Election of 10 director candidates nominated by the Board, each to serve a one-year term
FOR
2
Approval, on an advisory basis, of executive compensation
FOR
3
Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2019
FOR

In addition to these matters, shareholders may be asked to vote on such other business as may properly be brought before the meeting or any adjournment or postponement of the meeting.

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Proxy Statement Summary

Votes Required for Approval

The table below summarizes the votes required for approval of each matter to be brought before the annual meeting, as well as the treatment of abstentions and broker non-votes.

Proposal No.
Description of Proposal
Vote Required for Approval
Abstentions
Broker Non-Votes
1
Election of directors
Majority of votes cast
No effect
Not taken into account
2
Executive compensation
Majority of votes cast
No effect
Not taken into account
3
Ratification of independent registered public accounting firm
Majority of votes cast
No effect
Not applicable

Director Nominees

The Board is currently comprised of 10 directors: 9 independent directors; and SJI President and Chief Executive Officer. The following table provides summary information about each of the 10 director nominees, including whether the Board considers the

nominee to be independent under the New York Stock Exchange’s independence standards and SJI Corporate Governance Guidelines. Each director is elected annually by a majority of votes cast.

Name
Age
Director
Since
Occupation
Independent
Positions/Committee Memberships
Sarah M. Barpoulis
54
2012
Owner of Interim Energy Solutions, LLC
Yes
1*, 2, 3, 7
Thomas A. Bracken
71
2004
President, New Jersey Chamber of Commerce
Yes
3, 4*, 5, 7
Keith S. Campbell
64
2000
Chairman of the Board, Mannington Mills, Inc.
Yes
2, 5, 6
Victor A. Fortkiewicz
67
2010
Of Counsel, Cullen and Dykman, LLP
Yes
4, 5*, 6
Sheila Hartnett-Devlin, CFA
60
1999
Retired, Senior Vice President, American Century Investments
Yes
1, 4, 7
Walter M. Higgins III
74
2008
Chairman (non-executive) of South Jersey Industries
Yes
3* As Chairman of the Board, serves as an ex-officio member of all committees
Sunita Holzer
57
2011
Executive Vice President, Chief Human Resource Officer, Realogy Holdings Corp.
Yes
2*, 3, 5, 6
Michael J. Renna
51
2014
President and CEO, South Jersey Industries
No
3
Joseph M. Rigby
62
2016
Retired, Chairman, President and CEO, Pepco Holdings, Inc.
Yes
1, 2, 7*
Frank L. Sims
68
2012
Chairman of the Board, Atlanta Pension Fund, Retired, Corporate Vice President and Platform Leader, Cargill, Inc.
Yes
1, 3, 4, 6*





The Board of Directors met 14 times in 2018.
Each Director attended 75 percent or more of the total number of Board meetings and the Board committee meetings on which he or she served.
It is the Board’s policy that the Independent Directors meet in Executive Session at every in-person meeting of the Board or its Committees.
During 2018, the Independent Directors met twelve times in conjunction with SJI Board meetings.
Topics of these sessions included CEO and Officer Performance and Compensation, Succession Planning, Director Tenure, Retirement Age, Strategy and Discussions of Corporate Governance. Director Higgins, Chairman of the Board, chaired the meetings of the Independent Directors.

Key to Committee Memberships

 

1 Audit Committee
2 Compensation Committee
3 Executive Committee
4 Governance Committee
5 Corporate Responsibility Committee
6 Risk Committee
7 Strategy & Finance Committee
* Committee Chairman

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GENERAL INFORMATION

Information about the Annual Meeting and Voting
   

This statement is furnished on behalf of SJI’s Board of Directors to solicit proxies for use at its 2019 Annual Meeting of Shareholders. The meeting is scheduled for Friday, April 26, 2019, at 9:00 a.m. at Hard Rock Hotel & Casino, Brighton Ballroom, 1000 Boardwalk, Atlantic City, New Jersey. The approximate date proxy materials will

be made available to shareholders is March 15, 2019. Copies of the proxy statement, proxy card and 2018 Annual Report are available on our website at www.sjindustries.com under the heading “Investors”.

Proxy Solicitation

The Company bears the cost of this solicitation, which is primarily made by mail. However, the Corporate Secretary or company employees may solicit proxies by phone, fax, e-mail or in person, but they will not be separately compensated for these services. The Company may also use a proxy-soliciting firm at a cost not

expected to exceed $15,000, plus expenses, to distribute to brokerage houses and other custodians, nominees, and fiduciaries additional copies of the proxy materials and 2018 Annual Report for beneficial owners of our stock.

Record Date

 

Only shareholders of record at the close of business on February 25, 2019 may vote at the meeting. On that date, the Company had 92,333,123 shares of Common Stock outstanding.

Shareholders are entitled to one vote per share on each matter to be acted upon.

Quorum and Vote Required meeting’s

 

A quorum is necessary to conduct the business. This means holders of at least a majority of the outstanding shares of Common Stock must be present at the meeting, either by proxy or in person. Shareholders elect Directors by a majority vote of all votes cast at the meeting. The other actions proposed herein require the affirmative vote of a majority of the votes cast at the meeting. The vote required to approve any other matter that may be properly brought before the Annual Meeting will be determined in accordance with the New Jersey Business Corporation Act.

Abstentions and broker non-votes will be treated as present to determine a quorum but will not be deemed to be cast and, therefore, will not affect the outcome of any of the shareholder questions. A broker non-vote occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received instructions from the beneficial owner.

Voting of Proxies and Revocation

 

Properly signed proxies received by the Company will be voted at the meeting. If a proxy contains a specific instruction about any matter to be acted on, the shares represented by the proxy will be voted according to those instructions. If you sign and return your proxy but do not indicate how to vote for a particular matter, your shares will be voted as the Board of Directors recommends. A shareholder who returns a proxy may revoke it at any time before it is voted by submitting a later-dated proxy or by voting by ballot at

the meeting. If you attend the meeting and wish to revoke your proxy, you must notify the meeting’s secretary in writing prior to the proxy voting. If any other matters or motions properly come before the meeting, including any matters dealing with the conduct of the meeting, the persons named in the accompanying proxy card intend to vote the proxy according to their judgment. The Board of Directors is not aware of any such matters other than those described in this proxy statement.

Householding of Annual Meeting Materials

 

Certain banks, brokers, broker-dealers and other similar organizations acting as nominee record holders may be participating in the practice of “householding” proxy statements and annual reports. This means that only one copy of this proxy statement and the Company’s 2018 Annual Report may have been sent to multiple shareholders in your household. If you would prefer to receive separate copies of a proxy statement or annual report for other shareholders in your household, either now or in the future, please contact your bank, broker, broker-dealer or other similar organization serving as your nominee.

Upon written or oral request to the Corporate Secretary at 1 South Jersey Plaza, Folsom, New Jersey 08037, the Company will promptly provide separate copies of the 2018 Annual Report and/or this proxy statement. Shareholders sharing an address who are receiving multiple copies of this proxy statement and/or the 2018 Annual Report and who wish to receive a single copy of these materials in the future will need to contact their bank, broker, broker-dealer or other similar organization serving as their nominee to request that only a single copy of each document be mailed to all shareholders at the shared address in the future.

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General Information

Other Matters

 

Any proposal that a qualified shareholder of the Company wishes to include in the Company’s proxy statement to be sent to shareholders in connection with the Company’s 2020 Annual Meeting of Shareholders that is received by the Company after November 16, 2019 will not be eligible for inclusion in the Company’s proxy statement and form of proxy for that meeting. To be included, proposals can be mailed to the Corporate Secretary at 1 South Jersey Plaza, Folsom, New Jersey 08037. To be a qualified shareholder, a shareholder must have owned at least $2,000 in market value of the Company’s securities for at least one year before the date of the proposal’s submission to the Company. A shareholder of the Company may wish to have a proposal presented at the 2020 Annual Meeting of Shareholders, but not to have such proposal included in the Company’s proxy statement

and form of proxy relating to that meeting. In compliance with the Company’s bylaws, notice of any such proposal must be received by the Company between January 27, 2020 and February 26, 2020. If it is not received during this period, such proposal shall be deemed “untimely” for purposes of Rule 14a-4(c) under the Exchange Act, and, therefore, the proxies will have the right to exercise discretionary voting authority with respect to such proposal. Any such proposal must be submitted in writing to the Corporate Secretary at the address previously provided in this section.

The Board of Directors knows of no matters other than those set forth in the Notice of Annual Meeting of Shareholders to come before the 2019 Annual Meeting.

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PROPOSALS TO BE VOTED ON

PROPOSAL 1   DIRECTOR ELECTIONS
   

At the Annual Meeting, 10 directors are to be elected to the Board of Directors to hold office for a one-year term. The Board nominated the following persons: Sarah M. Barpoulis, Thomas A. Bracken, Keith S. Campbell, Victor A. Fortkiewicz, Sheila Hartnett-Devlin, Walter M. Higgins III, Sunita Holzer, Michael J. Renna, Joseph M. Rigby and Frank L. Sims. We do not anticipate that, if elected, any of the nominees will be unable to serve. If any should be unable to accept the nomination or election, the persons designated as proxies on the proxy card may vote for a substitute nominee selected by the Board of Directors.

In accordance with its Charter, the Governance Committee reviewed the education, experience, judgment, diversity and other applicable and relevant skills of each nominee and determined that

each nominee possesses skills and characteristics that support the Company’s strategic vision. The Governance Committee determined that the key areas of expertise include: corporate governance; cybersecurity/IT; enterprise leadership; financial (including accounting, finance, and “financial experts” as defined by the SEC); governmental and regulatory; human resources; public/shareholder relations; risk assessment/management; strategy formation/execution; and technical/industry. The Governance Committee concluded that the nominees possess expertise and experience in these areas, and the Board approved the slate of nominees. Based on their expertise and experience, the Governance Committee determined the following directors should be elected for the 2019 - 2020 term:

   

Highlights of Director Nominees    

Sarah M. Barpoulis

Thomas A. Bracken
Age: 54
Age: 71
Director since: 2012
Director since: 2004
Owner of Interim Energy Solutions, LLC,
Potomac, MD
President, New Jersey Chamber of Commerce,
Trenton, NJ
 
 
 
 
 
 
 
 
Keith S. Campbell

Victor A. Fortkiewicz
Age: 64
Age: 67
Director since: 2000
Director since: 2010
Chairman of the Board, Mannington Mills, Inc.,
Salem, NJ
Of Counsel, Cullen and Dykman, LLP,
New York, NY
 
 
 
 
 
 
 
 
Sheila Hartnett-Devlin, CFA

Walter M. Higgins III
Age: 60
Age: 74
Director since: 1999
Director since: 2008
Retired, Senior Vice President, American Century
Investments, New York, NY
Chairman, (non-executive) of South Jersey Industries, Folsom, NJ
 
 
 
 
 
 
 
 
Sunita Holzer

Michael J. Renna
Age: 57
Age: 51
Director since: 2011
Director since: 2014
Executive Vice President, Chief Human Resource
Officer, Realogy Holdings Corp., Madison, NJ
President and CEO, South Jersey
Industries, Folsom, NJ
 
 
 
 
 
 
 
 
Joseph M. Rigby

Frank L. Sims
Age: 62
Age: 68
Director since: 2016
Director since: 2012
Retired, Chairman, President and CEO of Pepco
Holdings, Inc., Washington, D.C.
Chairman of the Board, Atlanta Pension Fund, Atlanta, GA

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Proposal 1   Director Elections

HIGHLIGHTS OF DIRECTOR NOMINEES    

Our Director nominees possess skills and experience aligned to our current and future strategy and business needs. Annual Board evaluations also include an assessment of whether the Board has an appropriate mix of skills, experience and other characteristics.


All Director Nominees Have:

A reputation of high integrity
A demonstrated knowledge of business strategy and board operations
A proven record of success
An understanding of corporate governance best practices and processes
An ability to exercise sound judgement
A commitment to contribute the time necessary to be actively involved in all decision-making activities

Our Director nominees exhibit an effective mix of diversity, experience and fresh perspective   

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Proposal 1   Director Elections

The Board of Directors recommends a vote “FOR”
each of the following nominees:    

   

Sarah M. Barpoulis


Age: 54
Director since: 2012
Owner of Interim Energy
Solutions, LLC,
Potomac, MD
Skills and Qualifications:
Director Barpoulis’ areas of expertise include corporate governance, risk assessment/ management, strategy formation/execution and technical/industry.
Director Barpoulis is a financial expert as defined by the SEC
Director Barpoulis is a National Association of Corporate Directors Board Leadership Fellow.
SJI Boards and Committees:
Chairman of the Audit Committee
Compensation Committee
Executive Committee
Strategy & Finance Committee
Since 2003, Ms. Barpoulis has provided asset management and advisory services to the merchant energy sector through Interim Energy Solutions, LLC, a company she founded. Ms. Barpoulis serves on the following boards: Director, SemGroup Corporation; Director, Educare DC; and was previously a director of Reliant Energy, Inc.

   

Thomas A. Bracken


Age: 71
Director since: 2004
President, New Jersey
Chamber of Commerce,
Trenton, NJ
Skills and Qualifications:
Director Bracken’s areas of expertise and experience include corporate governance, enterprise leadership, enterprise risk management, executive compensation, finance/financial management, and political/governmental relations.
Director Bracken is a financial expert as defined by the SEC.
SJI Boards and Committees:
Corporate Responsibility Committee
Executive Committee
Chairman of the Governance Committee
Strategy & Finance Committee
Mr. Bracken has served as president of the New Jersey Chamber of Commerce since February 2011; and as president of TriState Capital Bank-New Jersey from January 2008 to February 2011. Currently, Mr. Bracken serves on the following boards: director and chairman, N.J. Alliance for Action Foundation; director, NJ Alliance for Action; director, Public Media NJ; director, Rutgers Cancer Institute of N.J. Foundation; director, Solix, Inc.; member, advisory board, Investors Bancorp; director, NJ Hall of Fame; director, Junior Achievement of NJ.

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Proposal 1   Director Elections

Keith S. Campbell



Age: 64
Director since: 2000
Chairman of the Board,
Mannington Mills, Inc.,
Salem, NJ
Skills and Qualifications:
Director Campbell’s areas of expertise include corporate governance, enterprise leadership, environmental, executive compensation, human resources and strategy formation/execution.
SJI Boards and Committees:
Compensation Committee
Corporate Responsibility Committee
Risk Committee
Mr. Campbell has served as chairman of the board for Mannington Mills, Inc. since 1995, as director of the Federal Reserve Bank of Philadelphia from 2008 to 2013 and as a director of Skytop Lodge, Inc. from 2000 to 2015.

   

Victor A. Fortkiewicz



Age: 67
Director since: 2010
Of Counsel, Cullen and
Dykman, LLP,
New York, NY
Skills and Qualifications:
Director Fortkiewicz’ areas of expertise include corporate governance, enterprise leadership, enterprise risk management, environmental, legal, political/governmental, and the utility/energy industry.
SJI Boards and Committees:
Chairman of the Corporate Responsibility Committee
Governance Committee
Risk Committee
Mr. Fortkiewicz has been Of Counsel, Cullen and Dykman, LLP since October 2011. He served as executive director, New Jersey Board of Public Utilities from 2005 to 2010.

   

Sheila Hartnett-Devlin, CFA



Age: 60
Director since: 1999
Retired, Senior Vice
President, American Century
Investments, New York, NY
Skills and Qualifications:
Director Hartnett-Devlin’s areas of expertise and experience include corporate governance, enterprise leadership, executive compensation, financial, public/shareholder relations, and risk assessment/management.
Director Hartnett-Devlin is a financial expert as defined by the SEC.
SJI Boards and Committees:
Audit Committee
Governance Committee
Strategy & Finance Committee
Director of South Jersey Energy Company
Executive Committee member, SJI Midstream, LLC; South Jersey Energy Solutions, LLC
Ms. Hartnett-Devlin formerly served as senior vice president, American Century Investments. She is a member of the NY Society of Security Analysts. Ms. Hartnett-Devlin serves as a member of the board of Mannington Mills, Inc. She previously served on the board of the Mercy Investment Program.

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Proposal 1   Director Elections

Walter M. Higgins III



Age: 74
Director since: 2008
Chairman (non-executive) of
South Jersey Industries, Inc.,
Folsom, NJ
Skills and Qualifications:
Director Higgins’ areas of expertise include corporate governance, enterprise leadership, governmental and regulatory, and technical/industry.
Director Higgins is a financial expert as defined by the SEC.
Director Higgins is a National Association of Corporate Directors Board Leadership Fellow
SJI Boards and Committees:
Chairman of the Board
Chairman of the Executive Committee
Chairman of SJI Utilities, Inc.
Ex-officio member of all committees
Mr. Higgins has served as chairman of the board since April 2015. He served as Chief Executive Officer of Puerto Rico Electric Power Authority (PREPA) from March through July 2018. Mr. Higgins served as Director, President and CEO of Ascendant Group Ltd. from May 2012 to October 2016 as well as President and CEO of Bermuda Electric Light Company Limited from September 2012 until October 2016. He is the retired chairman, president, and CEO of Sierra Pacific Resources (now called NVEnergy). Mr. Higgins serves as a member of the board of AEGIS.

   

Sunita Holzer



Age: 57
Director since: 2011
Executive Vice President,
Chief Human Resource Officer, Realogy Holdings Corp.,
Madison, NJ
Skills and Qualifications:
Director Holzer’s areas of expertise include corporate governance, enterprise leadership, executive compensation, succession planning, human resources, and strategy formation/execution.
SJI Boards and Committees:
Chairman of the Compensation Committee
Corporate Responsibility Committee
Executive Committee
Risk Committee
Ms. Holzer has served as Executive Vice President, Chief Human Resource Officer, Realogy Holdings Corp. since March 2015; served as president, Human Capital Insight, LLC from June 2014 to February 2015; served as executive vice president and chief human resources officer, CSC, from June 2012 to May 2014; and served as executive vice president, chief human resources officer, Chubb Insurance Company from 2003 to June 2012. Ms. Holzer is an advisory board member of Re: Gender.

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Proposal 1   Director Elections

Michael J. Renna



Age: 51
Director since: 2014
President and CEO, South
Jersey Industries, Folsom, NJ
Skills and Qualifications:
Director Renna’s areas of expertise include enterprise leadership, financial, strategy formation/execution, and technical/industry.
SJI Boards and Committees:
Chairman of the Board, Energy & Minerals, Inc.
Chairman of the Board, R&T Group, Inc.
Chairman of the Board, South Jersey Energy Company
Executive Committee Member, South Jersey Energy Solutions, LLC; SJI Midstream, LLC; Marina Energy, LLC; and South Jersey Resources Group, LLC
Mr. Renna has been President and Chief Executive Officer of South Jersey Industries, Inc. since May 1, 2015. He served as President and Chief Operating Officer of South Jersey Industries, Inc. from January 2014 to April 30, 2015; as President of South Jersey Energy Solutions,LLC from April 2011 to April 30, 2015; as President of South Jersey Energy Company from 2004 to April 30, 2015; as President of Marina Energy LLC from April 2011 to April 30, 2015; as President of South Jersey Energy Service Plus, LLC from April 2007 to April 30, 2015; as President of SJESP Plumbing Services, LLC from 2011 to April 30, 2015; as President of South Jersey Resources Group, LLC from 2012 to April 30, 2015; and as member of Executive Committee of Energenic-US, LLC since 2008. Mr. Renna previously served as Senior Vice President of South Jersey Industries, Inc. from January 2013 to January 2014; as Vice President of South Jersey Industries, Inc. from 2004 to 2013; as Chief Operating Officer of South Jersey Energy Solutions, LLC from 2005 to 2011; as Vice President of SJESP Plumbing Services, LLC from 2007 to 2011; as Vice President of South Jersey Resources Group, LLC from 2008 to 2010.

   

Joseph M. Rigby



Age: 62
Director since: 2016
Retired, Chairman, President
and CEO of Pepco
Holdings, Inc., Washington, D.C
Skills and Qualifications:
Director Rigby’s areas of expertise include cyber security, enterprise leadership, financial, strategy formation/execution, and technical/industry.
Director Rigby is a financial expert as defined by the SEC.
SJI Boards and Committees:
Audit Committee
Compensation Committee
Chairman of the Strategy & Finance Committee
Director of SJI Utilities, Inc.; South Jersey Gas Company; Elizabethtown Gas Company; and Elkton Gas Company
Mr. Rigby served as the Chairman, President and CEO of Pepco Holdings, Inc. from March 2009 through March 2016. He also served as a Director of Dominion Midstream Partners. Mr. Rigby currently serves as a Director, Dominion Energy, Inc.; Director, Energy Insurance Mutual through May 2018; and Director, Rutgers Board of Governors through June 2018.

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Proposal 1   Director Elections

Frank L. Sims



Age: 68
Director since: 2012
Chairman of the Board,
Atlanta Pension Fund,
Atlanta, GA
Skills and Qualifications:
Director Sims’ areas of expertise include corporate governance, enterprise leadership, financial management and risk assessment/management.
Director Sims is a financial expert as defined by the SEC.
SJI Boards and Committees:
Audit Committee
Governance Committee
Executive Committee
Chairman of the Risk Committee
Mr. Sims currently serves as the Chairman of the Board for the Atlanta Pension Fund. He has served as the Corporate Vice President and Platform Leader at Cargill, Inc. from 2002 to 2007. He also served as Interim President for Fisk University from 2015 to 2017. Mr. Sims served as a board member for PolyMet Mining Co. from 2008 through July 2014 and for Piper Jaffray Co. from 2004 to June 2013.

The Board of Directors unanimously recommends a vote “FOR” each of the above nominees.

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PROPOSAL 2   ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION
   

The Company’s executive compensation policies and procedures are designed to attract and retain highly qualified named executive officers while linking Company performance to named executive officer compensation. The Compensation Committee has a strong pay for performance philosophy; and, as a result, the compensation paid to our named executive officers is designed to be aligned with the Company’s performance on both a short-term and a long-term basis. Our recent performance provides evidence that our executive compensation policies and procedures were effective in furthering these objectives. The financial performance in 2018 for SJI corporate results was at maximum, and therefore, the portion of the annual incentive plan payouts tied to SJI results was earned at maximum. After considering overall Company performance, including the Company’s stock price performance, the Committee applied negative discretion to the final total AIP payout for the CEO and all but one of the NEOs. SJI’s recent stock performance has been below our peer group, and our long-term incentive plans for the performance cycle ended fiscal 2017 paid out well below target. Historically, our financial performance in 2015 was below threshold goals, resulting in annual incentive payouts well below target, while our financial performance in fiscal 2016 exceeded target goals, resulting in payouts above target. Further, our long-term incentive plan for the performance cycle ended fiscal 2015 did not pay out, while the performance cycle ended fiscal 2016 paid out well below target.

For 2018, the executive compensation policies and procedures for our named executive officers consisted of three parts: base salary, annual incentive awards and long-term incentive compensation. The annual incentive awards and long-term incentive compensation were again directly linked to the achievement of predefined short-term and long-term performance as follows:

Annual incentive awards are paid based on both Company and individual performance, tied to SJI economic earnings, economic earnings of subsidiaries, and individual goals.
Long-term incentive compensation granted in 2018 consists of performance-based restricted stock and time-based restricted stock. Performance-based restricted stock is earned based on Company performance over a three-year period, measured by the Company’s total shareholder return versus our peer group and economic earnings growth. The value of all long-term incentive compensation is directly tied to the Company’s stock price performance.

These components of compensation for SJI’s named executive officers provide the proper incentives to align compensation with

the Company’s performance while enhancing shareholder value. Specifically, if the Company’s performance results meet or exceed pre-established performance targets, named executive officers have an opportunity to realize significant additional compensation through annual incentive awards and long-term equity awards. In addition, the Company’s stock ownership guidelines require our named executive officers to own shares of Company stock, which aligns with shareholder interests. We believe this pay for performance philosophy is integral to the Company’s performance and will drive shareholder value over the long term.

Please see the “Compensation Discussion and Analysis” beginning on page 25 of this Proxy statement for a more detailed discussion of executive compensation policies and procedures for our named executive officers.

Pursuant to Section 14A(a)(1) of the Exchange Act, SJI is required to provide shareholders with a separate non-binding shareholder vote to approve the compensation of our named executive officers, including the “Compensation Discussion and Analysis”, the compensation tables, and any other narrative disclosure in this Proxy statement. Such a proposal, commonly known as a “say-on-pay” proposal, gives shareholders the opportunity to endorse or not endorse our executive compensation policies and procedures as described in this Proxy statement. Shareholders may also abstain from voting.

Accordingly, shareholders are being asked to approve the following non-binding resolution:

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion is hereby APPROVED.”

Because your vote is advisory, it will not be binding on the Board and may not be construed as overruling any decision by the Board. However, the Compensation Committee values the opinions expressed by shareholders and expects to take into account the outcome of the vote when considering future executive compensation decisions.

The Board of Directors unanimously recommends a vote “FOR” the non-binding resolution approving the compensation paid to the named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion.

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PROPOSAL 3   RATIFICATION OF INDEPENDENT ACCOUNTANTS
   

The Audit Committee and the Board of Directors, subject to the approval of the shareholders, reappointed Deloitte & Touche LLP, as the Company’s independent registered public accounting firm for 2019. Unless otherwise directed, proxies will be voted “FOR” approval of this appointment. If the shareholders do not ratify this appointment by the affirmative vote of a majority of the votes cast at the meeting, other auditors will be considered by the Audit Committee.

Deloitte & Touche LLP served as the Company’s independent registered public accounting firm during 2018. During 2018, the audit services performed for the Company consisted of audits of the Company’s and its subsidiaries’ financial statements and attestation of management’s assessment of internal control, as required by the Sarbanes-Oxley Act of 2002, Section 404

and the preparation of various reports based on those audits, services related to filings with the Securities and Exchange Commission and the New York Stock Exchange, and audits of employee benefit plans as required by the Employee Retirement Income Security Act. A representative of Deloitte & Touche LLP is expected to be present at the Annual Meeting and will have the opportunity to make a statement, if such representative desires to do so, and to respond to appropriate questions from shareholders.

The Board of Directors unanimously recommends a vote “FOR” the ratification of the reappointment of Deloitte & Touche LLP, as the Independent Registered Public Accounting Firm.

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SECURITY OWNERSHIP

Directors and Management

The following table sets forth certain information with respect to the beneficial ownership of our common stock, as of February 25, 2019, of: (a) each current director and nominee for director; (b) our principal executive officer, principal financial officer, the three other

most highly compensated executive officers during 2018 collectively, the “Named Executive Officers” (NEOs); and (c) all of the directors and executive officers as a group.

   

 
Number of Shares
of Common Stock (1)
Percent of Class
Sarah M. Barpoulis
 
24,873
 
 
(2
)
*   
Thomas A. Bracken
 
61,101
 
 
(2
)
*   
Keith S. Campbell
 
54,148
 
 
(2
)
*   
Stephen H. Clark
 
35,405
 
 
 
 
*   
Victor A. Fortkiewicz
 
33,645
 
 
(2
)
*   
Sheila Hartnett-Devlin
 
22,458
 
 
(2
)
*   
Cielo Hernandez
 
0
 
 
(3
)
*   
Walter M. Higgins III
 
42,520
 
 
(2
)
*   
Sunita Holzer
 
29,482
 
 
(2
)
*   
Kenneth Lynch
 
11,664
 
 
 
 
*   
Kathleen A. McEndy
 
15,021
 
 
 
 
*   
Melissa J. Orsen
 
0
 
 
 
 
*   
Michael J. Renna
 
87,595
 
 
 
 
*   
Joseph M. Rigby
 
11,770
 
 
(2
)
*   
David Robbins, Jr.
 
34,364
 
 
 
 
*   
Frank L. Sims
 
82,658
 
 
(2
)
*   
All directors, nominees for director and executive officers as a group (16 persons)
 
546,704
 
 
 
 
 

* Less than 1%.

(1) Based on information furnished by the Company’s directors and executive officers. Unless otherwise indicated, each person has sole voting and dispositive power with respect to the Common Stock shown as owned by him or her.
(2) Includes shares awarded to each director under a Restricted Stock Program for directors.
(3) Ms. Hernandez was appointed as our Chief Financial Officer on January 14, 2019.

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Security Ownership

Stock Ownership Requirements

 

The Board of Directors believes significant ownership of Company Common Stock better aligns the interests of management with those of the Company’s shareholders. Therefore, in 2001, the Board of Directors enacted the stock requirements listed below for officers which were effective through 2014 and were increased effective 2015 as outlined below and on page 38:

The CEO stock ownership guideline is 5 times the CEO’s annual base salary.
All other executive officers are required to own shares of Company Common Stock with a market value equal to 2 times their annual salary. As of December 31, 2018, all NEOs are in compliance with the ownership guidelines.
Other officers are required to own shares of Company Common Stock with a market value equal to their annual base salary;
Shares owned outright will be combined with vested restricted shares awarded under the Stock-Based Compensation Plan and vested shares beneficially owned through any employee benefit plan for purposes of determining compliance with the stock ownership requirement for officers. Current officers will have a

period of six years from the original date of adoption and newly elected or promoted officers will have a period of six years following their election or promotion to a new position to meet these minimum stock ownership requirements; and

Members of the Board of Directors are required, within six years of becoming a director of the Company or any of its principal subsidiaries, or within six years of an increase in the share ownership guidelines, to own shares of Company Common Stock with a market value equal to a minimum of five times the current value of a Director’s annual cash retainer for board service. Shares owned outright will be combined with restricted shares awarded as part of the annual stock retainer for the purpose of meeting these requirements.
A stock holding period was introduced in 2015 that requires all officers of the Company to retain at least 50 percent of vested and/or earned shares, net of taxes, until their new stock ownership guideline has been met.

Section 16(a) Beneficial Ownership Reporting Compliance

 

Section 16(a) of the Securities Exchange Act of 1934, requires the Company’s directors and executive officers to file reports with the SEC relating to their ownership of, and transactions in, the Company’s Common Stock. Based on our records and other information, the Company believes that all Section 16(a) filing requirements were met for the year ended December 31, 2018, except for a late filing by each of Ms. McEndy, Ms. Orsen and

Messrs. Renna, Clark, Robbins and Lynch who inadvertently filed a late Form 4 on March 5, 2019 reporting the grant of Restricted Stock Units that occurred on March 1, 2018; and for a late filing by each of Ms. McEndy and Mr. Robbins who inadvertently filed a later Form 4 on March 5, 2019 reporting the grant of Restricted Stock Units that occurred on June 7, 2018.

Security Ownership of Certain Beneficial Owners

 

The following table sets forth certain information, as of February 25, 2019, as to each person known to the Company, based on filings with the SEC, who beneficially owns 5 percent or more of the

Company’s Common Stock. Based on filings made with the SEC, each shareholder named below has sole voting and investment power with respect to such shares.

   

Name and Address of Beneficial Owner
Shares Beneficially Owned
Percent of Class
BlackRock, Inc.
55 East 52nd Street
New York, NY 10055
 
12,765,638
 
14.9%
The Vanguard Group
100 Vanguard Blvd
Malvern, PA 19355
 
9,293,313
 
10.86%

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CORPORATE GOVERNANCE

The Board of Directors

Leadership Structure

 

Effective May 1, 2015, the Board of Directors decided to separate the Chairman and CEO roles, with Mr. Renna assuming the role of President and CEO, and Walter M. Higgins III, becoming the non-executive Chairman of SJI’s Board of Directors.

In the role, Mr. Higgins:

Provides leadership to the Board
Chairs meetings of the Board of Directors
Establishes procedures to govern the Board’s work
Ensures the Board’s full discharge of its duties
Schedules meetings of the full Board and works with the committee chairmen, CEO and Corporate Secretary for the schedule of meetings for committees
Organizes and presents the agenda for regular or special Board meetings based on input from Directors, CEO and Corporate Secretary
Ensures proper flow of information to the Board, reviewing adequacy and timing of documentary materials in support of management’s proposals
Ensures adequate lead time for effective study and discussion of business under consideration
Helps the Board fulfill the goals it sets by assigning specific tasks to members of the Board
Identifies guidelines for the conduct of the Directors, and ensures that each Director is making a significant contribution
Acts as liaison between the Board and CEO
Works with the Governance Committee and CEO, and ensures proper committee structure, including assignments and committee chairmen
Sets and monitors the ethical tone of the Board of Directors
Manages conflicts which may arise with respect to the Board
Monitors how the Board functions and works together effectively
Carries out other duties as requested by the CEO and Board as a whole, depending on need and circumstances
Serves as a resource to the CEO, Corporate Secretary and other Board members on corporate governance procedure and policies

Independence of Directors

 

The Board adopted Corporate Governance Guidelines that require the Board to be composed of a majority of Directors who are “Independent Directors” as defined by the rules of the New York Stock Exchange. No Director will be considered “Independent” unless the Board of Directors affirmatively determines that the Director has no material relationship with the Company. When making “Independence” determinations, the Board considers all relevant facts and circumstances, as well as any other facts and considerations specified by the New York Stock Exchange, by law or by any rule or regulation of any other regulatory body or self-regulatory body applicable to the Company. As part of its Corporate Governance Guidelines, the Board established a policy that Board members may not serve on more than four other boards

of publicly traded companies. SJI’s Corporate Governance Guidelines are available on our website at www.sjindustries.com under the heading “Investors”.

For 2018, the Board determined that Directors Barpoulis, Bracken, Campbell, Fortkiewicz, Hartnett-Devlin, Higgins, Holzer, Rigby, and Sims, constituting all of the non-employee Directors, meet the New York Stock Exchange standards and our own standards noted above for independence and are, therefore, considered to be Independent Directors. Accordingly, all but one of the Company’s Directors was considered to be “Independent.” Mr. Renna is not considered independent by virtue of his employment with the Company.

Certain Relationships

 

Mr. Campbell is Chairman of Mannington Mills, Inc., which purchases natural gas from Company subsidiaries. Commencing January 2004, as a result of winning a competitive bid, another Company subsidiary operates a cogeneration facility that provides electricity to Mannington Mills, Inc. Mr. Fortkiewicz is Of Counsel at Cullen and Dykman, LLP which provides legal representation to SJI

subsidiary, Elizabethtown Gas Company. This is an arm’s length long standing relationship that existed prior to our acquisition of Elizabethtown Gas Company in July 2018. Mr. Fortkiewicz is not a partner, officer or employee of Cullen and Dykman LLP and he does not provide legal services on any matters relating to Elizabethtown Gas Company.

Codes of Conduct

 

The Company has adopted codes of conduct for all employees, Officers and Directors, which include the codes of ethics for our principal executive officer and principal financial officer within the meaning of the SEC regulations adopted pursuant to the Sarbanes-Oxley Act of 2002. Additionally, the Company established a hotline and website for employees to anonymously report suspected violations.

Copies of the codes of ethics are available on the Company’s website at www.sjindustries.com under Investors > Corporate Governance. Copies of our codes of conduct are also available at no cost to any shareholder who requests them in writing at South Jersey Industries, Inc., 1 South Jersey Plaza, Folsom, New Jersey 08037, Attention: Corporate Secretary.

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Communication with Directors

 

You may communicate with the Chairman of the Board and chairmen of the Audit, Compensation, Corporate Responsibility Governance, Risk and Strategy & Finance Committees by sending an e-mail to chairmanoftheboard@sjindustries.com, auditchair@sjindustries.com, compchair@sjindustries.com, govchair@sjindustries.com, corpresp@sjindustries.com, StratandFinChair@sjindustries.com or riskchair@sjindustries.com respectively, or you may communicate with our outside

Independent Directors as a group by sending an e-mail to sjidirectors@sjindustries.com. The Charters and scope of responsibility for each of the Company’s committees are located on the Company’s website at www.sjindustries.com. You may also address any correspondence to the Chairman of the Board, chairmen of the committees or to the Independent Directors at South Jersey Industries, Inc., 1 South Jersey Plaza, Folsom, New Jersey 08037

Corporate Governance Materials

 

Shareholders can see the Company’s Corporate Governance Guidelines and Profile, Charters of the Audit Committee, Compensation Committee, Corporate Responsibility Committee, Executive Committee, Governance Committee, Risk Committee, and Strategy & Finance Committee, and Codes of Ethics on the Company’s website at www.sjindustries.com under Investors >

Corporate Governance. Copies of these documents, as well as additional copies of this Proxy Statement, are available to shareholders without charge upon request to the Corporate Secretary at South Jersey Industries, Inc., 1 South Jersey Plaza, Folsom, New Jersey 08037.

Board Evaluation Process

The Governance Committee is responsible for implementing the Board Evaluation Process on an annual basis. The Governance Committee engages an independent, third-party facilitator and uses surveys and interviews to ensure robust feedback that can be used to enhance Board processes. The goal of the process is to gather input regarding Board composition and processes, and compliance with corporate governance best practices. Covered areas include essential aspects of Board leadership and effectiveness,

contribution of individual directors, overall group dynamics, and whether the experience and skillsets of the members are well aligned with SJI’s current and future strategic needs. In 2018, the process included the evaluation of the Board and its committees. In addition to the Directors, the Executive Officers participated in the process. The Governance Committee is responsible for implementing the recommendations generated from the evaluation results.

Meetings of the Board of Directors and its Committees






The Board of Directors met
14 times in 2018.
Each Director attended 75 percent or more of the total number of Board meetings and the Board committee meetings on which he or she served.
It is the Board’s policy that the Independent Directors meet in Executive Session at every in-person meeting of the Board or its Committees.
During 2018, the Independent Directors met twelve times at SJI Board meetings.
Topics of these sessions included CEO and Officer Performance and Compensation, Succession Planning, Director Tenure, Retirement Age, Strategy and Discussions of Corporate Governance. Director Higgins, Chairman of the Board, chaired the meetings of the Independent Directors.

   

Audit Committee

 

The Board’s Audit Committee, which met eight times during 2018, was comprised of five “Independent” Directors: Sarah M. Barpoulis, Chairman Sheila Hartnett-Devlin; Joseph M. Rigby; and Frank L. Sims. Walter M. Higgins III is an ex-officio member of the Committee. The Board determined that no member of the Audit Committee has a material relationship that would jeopardize such member’s ability to exercise independent judgment. The Board of Directors designated each member of the Audit Committee as an “audit committee financial expert” as defined by applicable Securities and Exchange Commission rules and regulations. The Audit Committee: (1) annually engages and evaluates an independent registered public accounting firm for appointment, subject to Board and shareholder approval, as auditors of the Company and has the authority to unilaterally retain, compensate and terminate the Company’s independent registered public accounting firm; (2) reviews with the independent registered public accounting firm the scope and results of each annual audit; (3) reviews with the independent registered public accounting firm, the Company’s internal auditors and management, the quality and adequacy of the Company’s internal controls and the internal audit function’s organization, responsibilities, budget, and staffing; and (4)

considers the possible effect on the objectivity and independence of the independent registered public accounting firm of any non-audit services to be rendered to the Company. The Audit Committee members meet in Executive Session with Internal Audit and the independent accounting firm at each in-person meeting.

The Audit Committee is also responsible for reviewing the Company’s major financial risk exposures and the steps Management has taken to monitor and control these exposures and reviewing the guidelines and policies that govern the process by which risk assessment and management is undertaken by the Board and Management.

The Audit Committee established policies and procedures for engaging the independent registered public accounting firm to provide audit and permitted non-audit services.

The Committee Charter is available on our website at www.sjindustries.com, under the heading “Investors”. You may obtain a copy by writing to the Corporate Secretary, South Jersey Industries Board of Directors, South Jersey Industries, Inc., 1 South Jersey Plaza, Folsom, New Jersey 08037.

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Compensation Committee

 

The Board’s Compensation Committee, which met seven times during 2018, was comprised of five “Independent” Directors in 2018: Sunita Holzer, Chairman; Sarah M. Barpoulis; Keith S. Campbell; and Joseph M. Rigby. Walter M. Higgins III is an ex-officio member of the Committee. Each member of the Compensation Committee met the enhanced independence standards under NYSE rules for committee membership. The Compensation Committee carries out the responsibilities delegated by the Board relating to the review and determination of executive

compensation as well as the structure and performance of significant, long-term employee defined benefits and defined contribution plans.

The Committee’s Charter is available on our website at www.sjindustries.com under the heading “Investors” or you may obtain a copy by writing to the Corporate Secretary, South Jersey Industries Board of Directors, South Jersey Industries, Inc., 1 South Jersey Plaza, Folsom, New Jersey 08037.

Compensation Committee Interlocks and Insider Participation

 

No member of the Compensation Committee has ever been an Officer or employee of the Company, or any of its subsidiaries or affiliates. During the last fiscal year, none of the Company’s

Executive Officers served on a compensation committee or as a Director for any other publicly traded company.

Corporate Responsibility Committee

 

The Board’s Corporate Responsibility Committee, which met four times during 2018, was comprised of five “Independent” Directors: Victor A. Fortkiewicz, Chairman; Thomas A. Bracken; Keith S. Campbell; and Sunita Holzer. Walter M. Higgins III is an ex-officio member of the Committee. The Committee provides oversight, monitoring and guidance of matters related to safety, corporate and social citizenship, public and legal policy, work force initiatives, corporate culture, environmental stewardship and compliance, political and regulatory activities, sustainability, employee work life, and economic and social vitality in the communities and markets in which the Company operates.

The Committee also oversees the production of the Company’s annual Corporate Sustainability Report, which conveys how the Company links the business with sustainable practices. The 2018 report is available on our website at www.sjindustries.com or you may obtain a copy by writing to the Corporate Secretary, South Jersey Industries Board of Directors, South Jersey Industries, Inc., 1 South Jersey Plaza, Folsom, New Jersey 08037.

At each Corporate Responsibility Committee meeting, management presents an update of the Company’s Environmental, Social and

Governance (ESG) activities. The Company has an internal ESG management Committee that reports to the Board Corporate Responsibility Committee at least quarterly. The ESG Committee, established in 2018, is responsible for the development and implementation of the Company’s key ESG, sustainability and social responsibility strategies, initiatives and policies. This includes oversight of SJI’s commitment to safety, environmental, health, human rights, employee relations, governance and community support strategies. The Committee assists the Board in its oversight, monitoring and guidance of SJI’s key environmental, sustainability, and corporate and social citizenship areas. Annually, the Board approves the ESG Committee members which include management from key areas of the Company such as human resources, procurement, communications, safety, and environment.

The Committee’s Charter is available on our website at www.sjindustries.com under the heading “Investors” or you may obtain a copy by writing to the Corporate Secretary, South Jersey Industries Board of Directors, South Jersey Industries, Inc., 1 South Jersey Plaza, Folsom, New Jersey 08037.

Governance Committee

 

The Board’s Governance Committee, which met seven times during 2018, was comprised of five “Independent” Directors: Thomas A. Bracken, Chairman; Victor A. Fortkiewicz; Sheila Hartnett-Devlin; and Frank L. Sims. Walter M. Higgins III is an ex-officio member of the Committee. Each Committee member satisfies the New York Stock Exchange’s independence requirements. Among its functions, the Governance Committee: (1) maintains a list of prospective candidates for Director, including those recommended by shareholders; (2) reviews the qualifications of candidates for Director (to review minimum qualifications for Director candidates, please see the Company’s Corporate Guidelines available on our website at www.sjindustries.com under the heading “Investors”. These guidelines include consideration of education, experience, judgment, diversity and other applicable and relevant skills as determined by an assessment of the Board’s needs when an opening exists); (3) makes recommendations to the Board of Directors to fill vacancies and for nominees for election to be voted on by the shareholders; and (4) is responsible for monitoring the implementation of the Company’s Corporate Governance Policy.

The Governance Committee reviews with the Board on an annual basis the appropriate skills and characteristics required of Board

members in the context of the current Board make-up and the Company’s strategic forecast. This assessment includes issues of industry experience, education, general business and leadership experience, judgment, diversity, age, and other applicable and relevant skills as determined by an assessment of the Board’s needs. The diversity assessment includes a review of Board composition with regard to race, gender, age and geography.

The Governance Committee will consider nominees for the Board of Directors recommended by shareholders and submitted in compliance with the Company’s bylaws, in writing, to the Corporate Secretary of the Company. Any shareholder wishing to propose a nominee should submit a recommendation in writing to the Company’s Corporate Secretary at 1 South Jersey Plaza, Folsom, New Jersey 08037, indicating the nominee’s qualifications and other relevant biographical information and providing confirmation of the nominee’s consent to serve as a Director.

The Committee’s Charter is available on our website at www.sjindustries.com under the heading “Investors” or you may obtain a copy by writing to the Corporate Secretary, South Jersey Industries Board of Directors, South Jersey Industries, Inc., 1 South Jersey Plaza, Folsom, New Jersey 08037.

Executive Committee

 

The Board’s Executive Committee is comprised of the Chairman of the Board, the CEO and the Chairs of the Audit, Compensation, Governance and Risk Committees. The current members are: Walter M. Higgins III, Chairman; Michael J. Renna; Sarah M.

Barpoulis; Thomas A. Bracken; Sunita Holzer; and Frank L. Sims. The Executive Committee acts as directed by or on behalf of the Board of Directors during intervals between the meetings of the Board of Directors in the event a quorum of the Board is not

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available and, if at the discretion of the Chairman of the Board, immediate action is needed. The Committee also: reviews and investigates other matters as directed by the Board of Directors; reviews and recommends to the Board the organizational structure of the Company; reviews and recommends to the Board the Officers of the Company and its direct subsidiaries; reviews and recommends to the Board the composition and leadership of the Management Risk and Trust committees; monitors and/or implements the review or investigation of matters related to or

involving the Company’s Officers; and takes action on such matters delegated to the Committee by the Board.

The Committee’s Charter is available on our website at www.sjindustries.com under the heading “Investors” or you may obtain a copy by writing to the Corporate Secretary, South Jersey Industries Board of Directors, South Jersey Industries, Inc., 1 South Jersey Plaza, Folsom, New Jersey 08037.

Risk Committee

 

The Risk Committee met four times in 2018. The committee was comprised of five “Independent” directors: Frank L. Sims, Chairman; Keith S. Campbell; Victor A. Fortkiewicz; and Sunita Holzer. Walter M. Higgins III is an ex-officio member of the Committee. The purpose of the Risk Committee is to assist the Board of Directors in fulfilling its oversight responsibilities with regard to the risks inherent in the business of SJI and the control processes with respect to such risks.

The Risk Committee monitors major strategic risks and the potential impact on the execution of the Company’s strategic plans, and oversees and reviews the Company’s risk assessment process, and risk management strategy and programs. The committee also analyzes the guidelines and policies that management uses to assess and manage exposure to risk and analyzes major financial risk exposures and the steps management has taken to monitor and control such exposure. The Committee presents its findings to the full Board, which is charged with approving the Company’s risk appetite.

At each Risk Committee meeting, management presents an update of the Company’s risk management activities. The Company has two internal Risk Committees that report to the Board Risk Committee at least quarterly. The SJI Risk Management Committee

(RMC), established 1998, is responsible for overseeing the energy transactions and the related risks for all of the SJI companies. Annually, the Board approves the RMC members. Committee members include management from key Company areas such as finance, risk management, legal and business operations.

The RMC establishes a general framework for measuring and monitoring business risks related to both financial and physical energy transactions, approves all methodologies used in risk measurement, ensures that objective and independent controls are in place, and presents reports to the Risk Committee reflecting risk management activity.

A South Jersey Gas Company RMC is responsible for gas supply risk management. Annually, the Board approves the RMC members. Committee members include management from key Company areas such as finance, risk management, legal and gas supply. This RMC meets at least quarterly.

The Committee’s Charter is available on our website at www.sjindustries.com under the heading “Investors” or you may obtain a copy by writing to the Corporate Secretary, South Jersey Industries Board of Directors, South Jersey Industries, Inc., 1 South Jersey Plaza, Folsom, New Jersey 08037.

Strategy & Finance Committee

 

The Strategy & Finance Committee met seven times in 2018.The committee was comprised of five “Independent” directors: Joseph M. Rigby, Chairman; Sarah M. Barpoulis; Thomas A. Bracken; and Sheila Hartnett-Devlin. Walter M. Higgins III is an ex-officio member of the Committee. The purpose of the Strategy & Finance Committee is to assist the Board of Directors in fulfilling its oversight of the Company’s strategic, financial and financing plans.

The Strategy & Finance Committee provides input and support to Management in the development of the Company’s long-term strategic, operating, capital and financing plans.

The Committee’s Charter is available on our website at www.sjindustries.com under the heading “Investors” or you may obtain a copy by writing to the Corporate Secretary, South Jersey Industries Board of Directors, South Jersey Industries, Inc., 1 South Jersey Plaza, Folsom, New Jersey 08037.

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Risk Allocation

The Board has allocated its risk oversight duties as follows:

Risk Areas
Board Responsibility
Corporate:
 
 
Strategic and Financing
Strategy & Finance Committee
Enterprise Wide Risk Management
Risk Committee
Major Financial Risk Exposures
Audit Committee
Operational:
Risk Committee
Regulatory/Legislative
 
Supplier
 
Operations
 
Information Technology
 
Cybersecurity
 
Capital Allocation/Requirements
Strategy & Finance Committee
Markets/Competition
Risk Committee & Strategy & Finance Committee
Financial:
Audit Committee
Guidelines and Policies for Risk Assessment and Management
Major Financial Risk
 
Financial Reporting
 
Financial Disclosure
 
Financial Controls
 
Accounting/Taxes
 
Corporate Responsibility:
Corporate Responsibility Committee
Legal
 
Ethical
 
Corporate and Social Citizenship
 
Environmental
 
Safety
 
Sustainability
 
Compensation
Compensation Committee
Compensation Program
 
Retirement Plans
 

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Audit Committee Report

   

The Board’s Audit Committee comprises five directors, each of whom is independent as defined under the listing standards of the New York Stock Exchange and satisfies the additional independence criteria applicable to Audit Committee members, including the Chairman of the Board of Directors, as an ex-officio member. The Board has determined that each member of the Committee is an “audit committee financial expert” as defined by the rules of the Securities and Exchange Commission. The Audit Committee’s activities and scope of its responsibilities are set forth in a written charter adopted by the Board, and is posted on the Company’s website at www.sjindustries.com under the heading “Investors”.

In accordance with its Charter adopted by the Board of Directors, the Audit Committee, among other things, assists the Board in fulfilling its responsibility for oversight of the quality and integrity of the Company’s accounting, auditing and financial reporting practices. Management is responsible for preparing the Company’s financial statements and for assessing the effectiveness of the Company’s internal control over financial reporting. The independent registered public accounting firm, Deloitte & Touche LLP is responsible for examining those financial statements and management’s assessment of the effectiveness of the Company’s internal control over financial reporting. The Audit Committee also discussed with Deloitte and Touche, with and without management, the quality of the financial statements, clarity of the related disclosures, effectiveness of internal control over financial reporting

and other items required under Public Company Accounting Oversight Board (PCAOB) Auditing Standard No. 1301, Communications with Audit Committees . Additionally, the Audit Committee received and reviewed the written disclosures and letter from Deloitte & Touche LLP regarding its independence from the Corporation required by PCAOB Ethics and Independence Rule 3526, Communications with Audit Committees Concerning Independence . The Audit Committee has also discussed with Deloitte & Touche LLP matters affecting its independence from the Corporation.

Based on the above-mentioned review and discussions with management and the independent registered public accounting firm, the Audit Committee recommended to the Board that the Company’s audited financial statements and management assessment of the effectiveness of the Company’s internal controls over financial reporting be included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2018, for filing with the Securities and Exchange Commission.

Audit Committee
Sarah M. Barpoulis, Chairman
Walter M. Higgins III, Ex-Officio Member
Sheila Hartnett-Devlin
Joseph M. Rigby
Frank L. Sims

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Corporate Governance

Fees Paid to the Independent Registered Public Accounting Firm

 

As part of its duties, the Audit Committee also considered whether the provision of services other than the audit services by the independent registered public accountants to the Company is compatible with maintaining the accountants’ independence. In accordance with its charter, the Audit Committee must pre-approve all services provided by Deloitte & Touche LLP. The Audit Committee discussed these services with the independent registered public accounting firm and Company management to determine that they are permitted under the rules and regulations

concerning auditor independence promulgated by the U.S. Securities and Exchange Commission to implement the Sarbanes-Oxley Act of 2002, as well as the American Institute of Certified Public Accountants.

The fees for all services provided by the independent registered public accounting firm to the Company during 2018 and 2017are as follows:

FY 2018
FY 2017
Audit Fees (a)
 
 
 
$
3,713,000
 
Audit Fees (a)
 
 
 
$
2,270,100
 
Audit-Related Fees (b)
 
 
 
 
 
Audit-Related Fees (b)
 
 
 
 
 
Tax Fees (c)
 
 
 
 
525,415
 
Tax Fees (c)
 
 
 
 
242,000
 
All Other Fees
 
 
 
 
 
All Other Fees
 
 
 
 
 
Total
 
 
 
$
4,238,415
 
Total
 
 
 
$
2,512,100
 
(a) Fees for audit services billed or expected to be billed relating to fiscal 2018 and 2017 include audits of the Company’s annual financial statements, evaluation and reporting on the effectiveness of the Company’s internal controls over financial reporting, reviews of the Company’s quarterly financial statements, comfort letters, consents and other services related to Securities and Exchange Commission matters.
(b) SJI did not incur any fees for audit-related services during fiscal 2018 and 2017.
(c) Fees for tax services provided during fiscal 2018 and 2017 consisted of tax compliance and compliance-related research. Tax compliance services are services rendered based upon facts already in existence or transactions that have already occurred to document, compute, and obtain government approval for amounts to be included in tax filings and Federal, state and local income tax return assistance.

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Corporate Governance

2018 Director Compensation Program

Cash—Annual Retainer for Board and Committee Service
$
65,000
 
Restricted Stock—awarded in January(1)
$
95,000
 
Independent Subsidiary Chairman Retainer(2)
$
8,000
 
Non-Executive Chairman—stock and cash retainer(3)
$
80,000
 
Annual Committee Chair Fees(4):
 
 
 
Audit
$
15,000
 
Compensation
$
12,500
 
Corp. Resp.
$
7,500
 
Governance
$
8,750
 
Risk
$
7,500
 
Strategy & Finance
$
7,500
 
Annual Committee Member Fees(4)
 
 
 
Audit
$
15,000
 
Compensation
$
10,000
 
Corp. Resp.
$
5,000
 
Governance
$
7,500
 
Risk
$
5,000
 
Strategy & Finance
$
7,500
 
Meeting Fees
 
 
 
Each Audit Committee Meeting in Excess of ten per year
$
1,500
 
Each Other Standing Committee in Excess of six per year
$
1,500
 
(1) The value of the shares is based on the daily average share price for the period July 1 through December 31 of the prior year.
(2) The annual retainer for the Independent Subsidiary Chairman is payable monthly.
(3) The Non-Executive Chairman retainer is comprised of 50% stock and 50% cash and is payable monthly.
(4) Committee Chair fees and Committee Member Fees are payable monthly.

Directors are reimbursed for their travel expenses, upon request. In addition to the above compensation program, Directors who joined the Board before April 2011 are eligible for group life insurance.

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Corporate Governance

Independent Director Compensation for Fiscal Year 2018

Name
Fees
Earned or
Paid in
Cash ($)
Stock
Awards
($) (1)
Option
Awards
($)
Non-Equity
Incentive Plan
Compensation
($)
Change in
Pension Value
And Nonqualified
Deferred
Compensation
Earnings ($)
All Other
Compensation
($) (2)
Total ($)
Sarah M. Barpoulis
 
115,500
 
 
95,000
 
 
 
 
 
 
 
 
108
 
 
210,608
 
Thomas A. Bracken
 
96,750
 
 
95,000
 
 
 
 
 
 
 
 
378
 
 
192,128
 
Keith S. Campbell
 
86,500
 
 
95,000
 
 
 
 
 
 
 
 
378
 
 
181,878
 
Victor A. Fortkiewicz
 
91,500
 
 
95,000
 
 
 
 
 
 
 
 
378
 
 
186,878
 
Sheila Hartnett-Devlin
 
96,500
 
 
95,000
 
 
 
 
 
 
 
 
378
 
 
191,878
 
Walter M. Higgins III
 
130,000
 
 
135,000
 
 
 
 
 
 
 
 
378
 
 
265,378
 
Sunita Holzer
 
99,000
 
 
95,000
 
 
 
 
 
 
 
 
108
 
 
194,108
 
Joseph M. Rigby
 
108,000
 
 
95,000
 
 
 
 
 
 
 
 
108
 
 
203,108
 
Frank L. Sims
 
101,500
 
 
95,000
 
 
 
 
 
 
 
 
108
 
 
196,608
 
(1) Per the 2018 Director Compensation Program, except for Director Higgins, the independent directors were granted 2,804 restricted stock valued at $94,999.52 using the daily closing prices for the last two quarters of 2017. Director Higgins, as Chairman of the Board, was granted 3,984 restricted stock valued at $134,977.92. The above chart reflects the aggregate grant date fair value of restricted common stock awards granted in the respective fiscal year, calculated in accordance with FASB Accounting Standards Codification Topic 718, Compensation - Stock Compensation, which requires that the grant be measured at the grant date fair value.
(2) Represents payments made by SJI for group life insurance and accident protection insurance.

Review and Approval Policies and Procedures for Related Party Transactions

 

Pursuant to a policy adopted by the Company’s Governance Committee, the Company’s executive officers, directors, and principal stockholders, including their immediate family members and affiliates, are not permitted to enter into a related party transaction with the Company without the Governance Committee’s or other independent Board committee’s prior consent, in cases in which it is inappropriate for the Governance Committee to review the transaction due to a conflict of interest.

In approving or rejecting the proposed transaction, the Governance Committee shall consider the facts and circumstances available and deemed relevant to the Committee. The Governance Committee shall approve only those transactions that, in light of known circumstances, are in, or are not inconsistent with, the Company’s best interests, as the Governance Committee determines in the good faith exercise of its discretion.

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EXECUTIVE OFFICERS

Compensation Committee Report

 

We have reviewed the following Compensation Discussion and Analysis with management. Based on our review and discussion, we recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s proxy statement, Form 10-K and Annual Report for the year ended December 31, 2018.

COMPENSATION COMMITTEE

Sunita Holzer, Chair
Walter M. Higgins III, Ex Officio Member
Sarah M. Barpoulis
Keith S. Campbell
Joseph M. Rigby

Compensation Discussion & Analysis

Introduction

 

This Compensation Discussion and Analysis (“CD&A”) explains the executive compensation program for the following executive officers, who are referred to as the “Named Executive Officers” (“NEOs”):

Michael J. Renna – President and Chief Executive Officer
Stephen H. Clark – Former Executive Vice President, SJI and President and Chief Operating Officer of South Jersey Energy Solutions and SJI Midstream and former Chief Financial Officer
David Robbins Jr. – Senior Vice President and President of SJI Utilities
Kathleen A. McEndy – Senior Vice President and Chief Administrative Officer
Kenneth A. Lynch – Senior Vice President and Chief Accounting and Risk Officer and former Principal Financial Officer
Melissa J. Orsen – Senior Vice President and General Counsel

Mr. Clark, Executive Vice President, SJI was named President and Chief Operating Officer of South Jersey Energy Solutions and SJI Midstream and resigned his role as Chief Financial Officer effective August 17, 2018. Mr. Lynch assumed the responsibilities of the principal financial officer from August 17, 2018 to January 14, 2019. Cielo Hernandez was hired as Senior Vice President and Chief Financial Officer effective January 14, 2019. Due to applicable SEC reporting rules, Ms. Hernandez is not classified as a NEO for the 2018 fiscal year. Mr. Clark accepted the Early Retirement Incentive Program (“ERIP”) offered by the Company and retired effective February 28, 2019. Further details are provided under “Change in Control Agreements and Other Potential Post-Employment Payment.”

Executive Summar y

 

Fiscal 2018 Business Highlights

Key business and operational highlights for 2018 are as follows:

Growing regulated focus.
In July 2018, SJI acquired the assets of Elizabethtown Gas and Elkton Gas from a subsidiary of Southern Company Gas, furthering the company’s commitment to growing earnings from regulated assets and investments. As a result of the acquisition, SJI‘s total utility customer base increased to more than 691,000 customers across New Jersey and Maryland.

Infrastructure Modernization.
The current phase of the South Jersey Gas Storm Hardening and Reliability program was approved in May and authorizes investment of $100.3 million from 2018-2021 for four projects to enhance the safety, redundancy and resiliency of the distribution system along our coastal communities. Investment also continued under the second phase of our South Jersey Gas Accelerated Infrastructure Replacement Program (AIRP), which authorized the investment of $302.5 million from 2016-2021 for infrastructure replacement and upgrades. Additionally, in October, Elizabethtown Gas filed a proposal for a five-year, $518.0 million Infrastructure Investment Program with the New Jersey Board of Public Utilities.

Business Transformation Initiatives.
In June 2018, SJI entered into an agreement to sell its portfolio of solar energy projects, and in November 2018, the company completed the sale of its retail gas assets. SJI also brought three new fuel supply management contracts on-line in 2018, further reflecting the refined strategic focus and business transformation efforts that will support long term growth from high-quality, repeatable earnings.

Growth from Core Non-Regulated Operations.
Our wholesale natural gas business, South Jersey Resources Group, benefited from extreme cold weather in early January and an overall colder-than-average winter, delivering record Economic Earnings of $35.0 million, compared to $15.8 million in 2017. Additionally, after bringing three new fuel supply management contracts on-line during 2018, this business ended the year with nine contracts being served and an additional two contracts executed and pending service.

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Compensation Discussion & Analysis

Progress Towards Our Goals:

 

SJI continues to focus on driving shareholder value through investments in expanding and modernizing our utility infrastructure. In collaboration with our regulators, we remain focused on delivering safe, reliable, affordable natural gas service to our customers. The company has also prioritized investments in long-term contracted energy infrastructure that will help make the

region more affordable for families and competitive for businesses. Additionally, we continue to leverage our industry expertise to provide essential services to utilities, power generators and industrial customers through wholesale marketing, fuel management and consulting services.

2018 Performance.

SJI GAAP income from continuing operations totaled $17.9 million in 2018 compared with a loss of $3.4 million in 2017.
SJI Economic Earnings totaled $116.2 million in 2018*, compared with $98.1 million in 2017. Strong performance by our utilities, as well as in our asset optimization and fuel supply management business drove strong results, helping to offset the impacts associated with the acquisitions of Elizabethtown Gas and Elkton Gas that were completed in 2018.
Economic Earnings Per Share totaled $1.38 in 2018* compared with $1.23 in the prior year.
2018 Return on Equity was 8.52%
SJI Utilities, the business segment formed to house our three utilities, contributed $88.8 million to Economic Earnings, a 22% increase from utility operations in the prior year. South Jersey Gas contributed $82.9 million to earnings through infrastructure investments and customer growth. Newly acquired utilities Elizabethtown Gas and Elkton Gas contributed $5.8 million and $0.7 million, respectively.
Our commodity marketing and fuel management businesses within South Jersey Energy Group, contributed $42.6 million to Economic Earnings in 2018, double 2017 performance. Consistent with our strategy, in 2018 we brought three fuel

management contracts on-line, and ended the year with 10 operating contracts. We also divested our retail gas business during the fourth quarter due to extremely thin margins available in the retail market.

Our energy production business, housed within South Jersey Energy Services, produced a 2018 Economic Earnings loss of $0.6 million as compared to a loss of $2.7 million for the prior year. Results reflected the agreement to sell our existing solar portfolio, which was partially offset by our development of a solar project that we sold to a third party.
SJI Midstream, contributed $3.1 million to Economic Earnings in 2018, a 32.6% decrease from 2017. The reduction in 2018 stemmed from the benefits of Allowance for Funds During Construction (“AFUDC”) associated with our investment. These benefits were lower than prior year as a result of the modified Penn East capital structure that resulted from a FERC order in 2018.

*Annex A includes a reconciliation of our income from continuing operations and earnings per share from continuing operations to Economic Earnings and Economic Earnings per share (in thousands, except per share data). Income from continuing operations and earnings per share from continuing operations are the most directly comparable measures reported under accounting principles generally accepted in the United States (“GAAP”).

Fiscal 2018 Compensation Highlights and Key Decisions

 

Consistent with prior years, the Compensation Committee (the “Committee”) made compensation decisions for the NEOs based on SJI’s executive compensation principles, as described further in a following section. The Committee uses the peer group 50th percentile as a reference point when assessing NEO target compensation levels but does not target a specific percentile.

Based on the Committee’s review of the executive compensation program in late 2017, we determined that for FYE 2017, NEO target total pay positioning vs. market varied by individual from below the 25th percentile to slightly above market median. Overall, compensation decisions made for fiscal 2018 brought target total pay positioning for our CEO slightly above the 25th percentile of our peers, while target total pay positioning for our other NEOs varied by individual from 25th percentile to slightly above median of our peers. Ms. Orsen joined the Company in 2018, and her 2018 target total pay positioning was significantly below the 25th percentile.

The executive compensation program for fiscal 2018 was consistent with the 2017 program other than a few minor changes, given that the program continues to align with the Company’s short-term and long-term business objectives. Changes were intended to comply with new tax laws and help improve the alignment of company performance with executive pay. The Committee made the following changes to the program design for fiscal 2018:

Changed the performance metric for the Annual Incentive Plan from core earnings to economic earnings, as these measures were identical for the 2018 fiscal year.
Removed the performance condition on the time-based restricted stock unit awards, which had been intended to satisfy the conditions for tax-deductibility under Section 162(m) of the Code, as a result of the changes to Section 162(m) under the Tax Cuts and Jobs Act.

The compensation program for the NEOs during fiscal 2018 consisted of the following pay elements:


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Compensation Discussion & Analysis

NEO Target Total Compensation

 

Factoring in market positioning as one input, in addition to consideration of other relevant factors such as an individual’s performance and potential, the breadth, scope and complexity of the role, internal equity and succession planning and retention objectives, the Committee approved compensation increases for

Mr. Renna and all other NEOs except Ms. Orsen who joined the Company in 2018, as further described below. For further details on NEO target compensation in 2018, refer to the section in this CD&A entitled “Detailed Discussion and Analysis.”

CEO Compensation Decisions and Target Compensation

 

At the beginning of 2018, Mr. Renna, in his role as President and Chief Executive Officer, received an increase in his base salary from $700,000 to $750,000 and an annual LTI increase as a percentage of salary from 200% to 225% effective January 1, 2018. For FYE 2017, Mr. Renna’s compensation was below the 25th percentile of the peers. These changes were intended to enhance the alignment

of his pay with performance, and increase his alignment with stockholder interests, as well as recognize his individual performance and relative target total pay positioning vs. market. These increases brought his 2018 target total pay positioning slightly above the 25th percentile of our peers.

All Other NEOs Compensation Decisions and Target Compensation

 

The Committee approved compensation increases for all other NEOs except Ms. Orsen who joined the Company in 2018 in the way of salary adjustments. Mr. Clark, Ms. McEndy, and Mr. Lynch received salary increases of approximately 3%, with these changes intended to recognize each NEO’s individual

performance in his or her role. Mr. Robbins received a larger salary increase of 13.2%, which was intended to bring his target total compensation closer to the peer median and reflect additional responsibilities.

Total Compensation Mix

 

While the Committee has not set a specific formula for the mix of pay elements, the Committee is oriented around placing greater weighting on at-risk compensation elements over fixed pay for all the NEOs.



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Compensation Discussion & Analysis

Pay for Performance

 

Actual compensation received in Fiscal 2018 reflects the Company’s performance:

The portion of the AIP for Fiscal 2018 based on SJI economic earnings was earned at 150% of target due to achieving maximum performance.
In the cases of all NEOs except for Ms. Orsen, the Committee applied negative discretion to their total AIP payout after

considering overall Company performance in 2018, including the Company’s stock price performance.

PBRSU awards for the performance period ended fiscal 2018 paid out 69.3% of target.

Compensation Practices

 

The Company and the Compensation Committee regularly monitor best practices and emerging trends in executive compensation and determine what enhancements should be made to strengthen the compensation program. Below is a list of the compensation practices that are (or, where noteworthy, are not) incorporated into the current executive compensation program, which are aligned with stockholders’ interests.

Things We Do
Things We Don’t Do
Majority of LTI awards are performance-based
Excise tax gross ups
Multiple financial and stock-based metrics in incentive plans
Repricing or exchange of equity awards without shareholder approval
Use of absolute and relative performance measurement in incentive plans
Employment agreements
Caps on incentive awards
Permit hedging or pledging of Company stock
Change-in-control “double-trigger” for equity award vesting and severance benefits
No tax gross ups for perquisites
Clawback policy applying to all incentive awards
 
 
Limited number of perquisites
 
 
Independent compensation consultant
 
 

Shareholder Say-on-Pay Vote and Company Response

 

At the Company’s Annual Meeting of Shareholders held in May 2018, shareholders were presented with a vote to approve, on an advisory basis, the compensation paid to the NEOs as disclosed in the “Compensation Discussion and Analysis” section of the proxy statement relating to that meeting (referred to as a “say-on-pay” proposal). Ninety-eight percent of the votes cast on the say-on-pay proposal voted in favor of the proposal, which was the same as in

2017, indicating continued strong shareholder support of the executive compensation program. Consistent with the Company’s commitment to stockholders’ interests and SJI’s pay-for-performance approach, the Compensation Committee continued to examine the compensation program and make changes where warranted.

Detailed Discussion & Analysis

 

Executive Compensation Principles

The Company’s executive compensation program applies to all Company Officers, including NEOs and is designed to aid in achieving the Company’s strategic plan while increasing shareholder value. Executive compensation program decisions were made based on the following principles:

Directly and measurably link the executive compensation program to business and individual performance with a substantial portion of the compensation designed to create incentives for superior performance and meaningful consequences for below target performance and no payout below threshold performance;
Set total compensation to be competitive with peer companies to attract, retain and motivate high performing business leaders;
Align the interests of NEOs with shareholders so that compensation levels are commensurate with relative shareholder returns and financial performance;
Balance short-term and long-term financial and strategic objectives and reward NEOs for the businesses for which they are responsible and for overall Company performance, as appropriate;
Use independent compensation consultants who report directly to the Committee; and
Use the peer group 50th percentile as a reference point when assessing compensation levels.

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Compensation Discussion & Analysis

2018 Compensation Components

 

The Company’s executive compensation structure consists of base salary, AIP and LTI. The AIP is directly linked to achieving predefined short-term and long-term performance goals, and LTI is directly

linked to achieving predefined long-term performance goals and/or stock price performance. Descriptions of each component of the compensation program for the NEOs are set forth below:

Pay Element
Description
Rationale
Salary
Fixed cash opportunity.
Provides compensation for role, level of responsibility and experience. Forms basis for other pay elements.
Annual Incentive Plan (“AIP”)
Annual cash compensation with variable payout based on achievement of pre-determined corporate/business unit economic earnings goals and individual balanced scorecard objectives (other strategic non-earnings goals) for the fiscal year
Drives and incents annual performance across key financial and individual performance measures.
Long-Term Incentives (“LTI”)
LTI is granted 70% in performance-based restricted stock units (“PBRSUs”), based on 3-year Total Shareholder Return (“TSR”) vs. peers and 3-year economic earnings growth, and 30% in time-based restricted stock units (“TBRSUs”).
PBRSU portion of awards, representing significant majority of total LTI opportunity requires achievement of threshold level of performance for any payout. Drives long-term financial performance, shareholder value and executive retention.
Benefits and Perquisites
Health and welfare benefits provided consistent with those generally provided to all employees. In addition, NEOs are also eligible for certain additional retirement and insurance-related benefits and limited perquisites (i.e., company automobile and executive physicals). See Other Benefits and Perquisites section for more detail.
Supports attraction and retention objectives and helps ensure the overall competitiveness of the compensation program vs. the market.

Pursuant to SEC regulations, the Summary Compensation Table on page 40 shows total compensation for our NEOs, including the change in pension value and nonqualified compensation earnings. The number shown for Mr. Renna in the Change in Pension Value and Nonqualified Compensation Earnings column for 2017 is reflective of his entering the SERP upon turning 50 in 2017. As a result, this number reflects the accumulation of his SERP benefit earned based on all his service from his original hire date (20 years). For 2018 and going forward, the number shown in the Change in

Pension Value and Nonqualified Compensation Earnings Column each year will reflect only one year of service. We believe that Mr. Renna’s year-over-year change in pension value is not representative of the compensation he received in 2017. Therefore, we included a separate column in the Summary Compensation Table that reflects total compensation minus the change in pension value and nonqualified compensation earnings for Mr. Renna and the other NEOs, as we believe this number is more representative of actual compensation.

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Compensation Discussion & Analysis

Specific 2018 pay decisions for each pay element were as follows:

Base Salary

 

The Compensation Committee determines base salaries for the NEOs each year taking into account multiple factors including, but not limited to individual’s performance and potential, breadth, scope and complexity of the role, internal equity, succession planning and retention objectives, as well as market positioning. The Committee also considers the analyses provided by our independent compensation consultants who reaffirmed that for FYE 2017, target total pay positioning was slightly below the 25th percentile of the peer group for our CEO and varied from below the 25th percentile to slightly above market median for our other NEOs.

At the beginning of 2018, the Compensation Committee approved a salary increase for Mr. Renna of 7.1% effective January 1, 2018 intended to recognize him for his individual performance in his role as President and CEO, as well as his relative target total pay positioning vs. market. The Committee also approved salary increases for Mr. Clark, Ms. McEndy, and

Mr. Lynch of approximately 3% intended to recognize each NEO’s individual performance in his or her role, as well as a larger salary increase of 13.2% for Mr. Robbins, which was intended to bring his target total compensation closer to median and reflect additional responsibilities. The approved salary increases were effective on January 1, 2018.

In the case of NEOs other than the CEO, the Committee also took into consideration the recommendations of the CEO. Following the salary increases, as well as an increase to the CEO’s LTI opportunity, as described in a following section, the CEO’s target total pay positioning was slightly above the 25th percentile of the peers. The other NEOs’ target total pay positioning varied by individual from 25th percentile to slightly above median, except for Ms. Orsen who joined the Company in 2018 and whose 2018 target total pay positioning was significantly below 25th percentile.

Named Executive Officer
Annual
Base Salary
at FYE 2017
$Value
Annual
Base Salary Effective
1/1/2018
$Value
Percent
Increase From
2017
Michael J. Renna
 
700,000
 
 
750,000
 
7.1%
Stephen H. Clark
 
410,000
 
 
422,300
 
3.0%
David Robbins Jr.
 
340,000
 
 
385,000
 
13.2%
Kathleen A. McEndy
 
360,000
 
 
371,000
 
3.1%
Kenneth A. Lynch
 
300,000
 
 
309,000
 
3.0%
Melissa J. Orsen
 
NA
 
 
290,000
 
NA

Annual Incentive Plan

 

Each NEO had a pre-established AIP opportunity for 2018. The Committee determines target AIP opportunities each year taking into account multiple factors including, but not limited to individual’s performance and potential, breadth, scope and complexity of the role, internal equity, succession planning and retention objectives, as well as market positioning. For 2018, the Committee did not

make any changes to the NEOs’ target AIP opportunities except as reflected by salary increases. Actual AIP awards can range from 0 to 150 percent of each NEO’s target AIP opportunity based on the achievement of the performance metrics discussed below. The 2018 target AIP award opportunity for each Named Executive is set forth below:

Target AIP Awards for the NEOs

 
2017 Target AIP Awards
2018 Target AIP Awards
Named Executive Officer
% of Salary
$ Value
% of Salary
$ Value
Michael J. Renna
 
100
%
 
700,000
 
 
100
%
 
750,000
 
Stephen H. Clark
 
70
%
 
287,000
 
 
70
%
 
295,610
 
David Robbins Jr.
 
70
%
 
238,000
 
 
70
%
 
269,500
 
Kathleen A. McEndy
 
60
%
 
216,000
 
 
60
%
 
222,600
 
Kenneth A. Lynch
 
60
%
 
180,000
 
 
60
%
 
185,400
 
Melissa J. Orsen
 
NA
 
 
NA
 
 
60
%
 
174,000
 

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Compensation Discussion & Analysis

The AIP drives and rewards short-term performance. The performance metrics used for the NEOs for 2018 were based on various metrics, including SJI economic earnings, South Jersey Gas (“SJG”) economic earnings, South Jersey Energy Solutions (“SJES”) economic earnings and individual balanced scorecard objectives (other strategic non-earnings goals by individual). For 2018, the financial performance metric for the AIP was changed from core earnings to economic earnings, as core earnings (defined

as economic earnings less investment tax credits and adjusted for non-operational events) will be equivalent to economic earnings starting in 2018. Performance and resulting payouts for each metric were assessed independently. Specific metrics and weightings vary by individual based on role and responsibility. Specifically, the NEOs’ weightings were determined based on the areas of the business for which each NEO is responsible, as set forth below:

 
Economic Earnings
Named Executive Officer
SJI
South Jersey Gas
(“SJG”)
South Jersey Energy
Solutions (“SJES”)
Balanced
Scorecard
Michael J. Renna
 
75
%
 
 
 
 
 
 
 
25
%
Stephen H. Clark*
 
42
%
 
 
 
 
8
%
 
50
%
David Robbins Jr.
 
25
%
 
25
%
 
 
 
 
50
%
Kathleen A. McEndy
 
50
%
 
 
 
 
 
 
 
50
%
Kenneth A. Lynch
 
50
%
 
 
 
 
 
 
 
50
%
Melissa J. Orsen
 
50
%
 
 
 
 
 
 
 
50
%
* Mr. Clark’s 2018 AIP award was prorated based on his transition from CFO to President and COO of South Jersey Energy Solutions and SJI Midstream in August 2018.

2018 Economic Earnings Pay/Performance Scales and Actual Results

 

The annual incentive goals and payout scales are set at the beginning of the fiscal year, based on expected levels of performance for that coming year. No payment is made to our Named Executive Officers for the economic earnings component of the annual incentive plan unless threshold performance is met. For 2018, economic earnings goals were set excluding the projected impact of the Elizabethtown/Elkton acquisitions. The threshold economic earnings performance level for SJI and SJG in 2018 was set above actual economic earnings in 2017. Therefore, economic earnings performance significantly above prior year actual performance was required for any payout for our SJI and SJG economic earnings components. The threshold economic earnings performance level for SJES in 2018 was set just below actual SJES economic earnings in 2017. For 2018, the calculation of financial

results at the end of the performance period excluded both the dilutive and accretive impact of the Elizabethtown/Elkton acquisitions.

We used $126.0 million as SJI economic earnings when determining 2018 AIP payouts against the SJI economic earnings goals. This differs from the SJI economic earnings of $116.2 million reported to investors due to adjustments made to exclude the impact of the Elizabethtown/Elkton acquisitions.

For SJI economic earnings, the goals and payout scales, and actual results for 2018 were as follows. Actual performance and the payouts are determined based on straight line interpolation between the levels set forth below:

 
SJI Economic Earnings Pay/Performance Scale
Performance Level
SJI Economic Earnings $
Value ($M)
Payout as a
% of Target
Maximum
≥ 126.0
150%
Target
 
120.5
 
100%
Threshold
 
110.0
 
50%
Below Threshold
 
<110.0
 
0%
Actual Performance
 
126.0
 
150%

SJI economic earnings of $126.0 million reflects adjustments to exclude both the dilutive and accretive impact of the Elizabethtown/Elkton acquisitions.

South Jersey Industries, Inc. - 2019 Proxy Statement  |
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TABLE OF CONTENTS

Compensation Discussion & Analysis

For SJG economic earnings, the goals and payout scales, and actual results for 2018 were as follows. Actual performance and the payouts are determined based on a step function between the levels set forth below:

 
SJG Economic Earnings Pay/Performance Scale
Performance Level
SJG Economic Earnings $
Value ($M)
Payout as a
% of Target
Maximum
 
≥89.4
 
150%
Target
 
86.4
 
100%
Threshold
 
82.4
 
50%
Below Threshold
 
<82.4
 
0%
Actual Performance
 
82.9
 
61%

For SJES economic earnings, the goals and payout scales, and actual results for 2018 were as follows. Actual performance and the payouts are interpolated based on a step function between the levels set forth below:

 
SJES Economic Earnings Pay/Performance Scale
Performance Level
SJES Economic Earnings $
Value ($M)
Payout as a
% of Target
Maximum
 
≥33.7
 
150%
Target
 
24.1
 
100%
Threshold
 
18.0
 
50%
Below Threshold
 
<18.0
 
0%
Actual Performance
 
41.9
 
150%

2018 Balanced Scorecard Summary Objectives

 

In addition to the financial performance components used to determine the AIP awards described above, awards to NEOs are based on individual balanced scorecard performance. An individual balanced scorecard (“BSC”) is a strategic performance management tool that has four quadrants that may be used to measure financial and non-financial goals. The BSC measures may include strategic, customer, internal process and learning and growth.

The CEO’s performance highlights for the year included the following: Achieved a culture of safety and exceptional customer service, executed business transformation to ensure an organization committed to operational efficiency and continuous improvement, continued to execute the long-term strategy, achieved strategic growth milestones, and expanded talent and leadership development efforts.

Fiscal 2018 performance highlights for the other NEOs included the following: Provided leadership for Elizabethtown Gas and Elkton Gas acquisition and oversaw seamless transition, successfully implemented divestiture activities, delivered timely regulatory approvals on key regulatory initiatives, managed capitalization and liquidity in support of strategic goals, optimized and implemented improvements for customer experience, furthered the commitment to safety and achieved 2018 safety goals, improved the monitoring and reporting of emerging and strategic risks and aligned talent with business transformation initiatives.

BSC objectives are predefined at or close to the beginning of the calendar year in which they are to be performed. The objectives are tied to applicable business plans or policies for the applicable year. The Compensation Committee approves the objectives for the CEO at the beginning of the year and assesses his performance at the close of the calendar year based on a review of his performance in

comparison to his specific goals. The BSC for the other NEOs is determined based on the CEO’s review of each entity’s business initiatives and individual performance assessments that are then ratified by the Compensation Committee. The Compensation Committee approves the BSC achievement and payout for each NEO.

Payment for achieving balanced scorecard objectives range from 0% at below threshold, 50% at threshold, 100% at target to 150% at maximum. Payment for achieving results between these levels is interpolated.

The level of performance achieved for each BSC objective is dependent upon the terms of the objective itself, relative to each NEO’s performance. For 2018, our NEOs’ BSC payouts reflect each NEO’s performance versus their individual BSC objectives as described above, as well as our Company’s overall achievements over the year versus our strategic initiatives. Based on the performance level achieved, our CEO earned a formulaic payout of 125% on the individual BSC portion of the AIP (weighted 25% of his total AIP payout). Individual BSC formulaic payouts for our other NEOs, weighted 50% of their total AIP payouts, were as follows: 150% for Mr. Robbins, Ms. McEndy, and Ms. Orsen, 125% for Mr. Clark, and 110% for Mr. Lynch.

In the cases of all NEOs except for Ms. Orsen, the Committee applied negative discretion to their total AIP payout after considering overall Company performance in 2018 (independent of the achievement of economic earnings goals and BSC objectives), including the Company’s stock price performance. In the case of Ms. Orsen, the Committee maintained the formulaic outcome of her total AIP payout in recognition of her increased scope of responsibility and her exceptional individual performance and contributions in 2018.

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|  South Jersey Industries, Inc. - 2019 Proxy Statement

TABLE OF CONTENTS

Compensation Discussion & Analysis

The 2018 AIP target opportunity, the initial formulaic payout, reflecting actual economic earnings and individual BSC results, and the actual final payout following the application of Committee discretion are set forth below for each NEO:

 
Initial Formulaic Payout
Final Payout
Named Executive Officer
Target AIP
Opportunity
($)
Economic
Earnings
Weighted
% Payout
BSC
Objectives
Weighted
% Payout
Initial
Formulaic Total
Payout as a %
of Target
Final Total
Payout as a
% of Target
Total AIP Award
Received for
2018
Performance
($)
Michael J. Renna
 
750,000
 
 
150
%
 
125
%
 
143.75
%
 
125
%
 
937,500
 
Stephen H. Clark
 
295,610
 
 
150
%
 
125
%
 
137.5
%
 
125
%
 
369,513
 
David Robbins Jr.
 
269,500
 
 
105.5
%
 
150
%
 
127.75
%
 
125
%