UGI CORP /PA/ appointed Mario Longhi as new CEO

Item 5.02 
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


Chief Executive Officer Separation


On December 12, 2023, UGI Corporation, a Pennsylvania corporation (the "Company"), announced that Roger Perreault will cease to serve in his position as President and Chief Executive Officer of the Company and as a member of the Board of Directors (the "Board") (and all committees thereof) of the Company, effective December 12, 2023. Mr. Perreault's departure is not the result of any disagreement with the Company on any matter relating to the Company's operations, policies, or practices.


The Board treated Mr. Perreault's departure from the Company as an involuntary termination other than a Termination for Cause for purposes of (and as defined in) the Company's Executive Severance Plan (the "Severance Plan"), a copy of which was filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on October 5, 2021. Mr. Perreault is entitled to receive the severance benefits set forth in the Severance Plan in exchange for timely executing and not revoking a general release of claims against the Company.


Appointment of Interim Chief Executive Officer


On December 12, 2023, the Board appointed Mario Longhi as Interim President and Chief Executive Officer (the "Interim President and CEO"), effective as of December 12, 2023. Mr. Longhi will continue to serve as a director on the Board, a role in which he has served since 2020. In connection with his appointment as Interim President and CEO, Mr. Longhi stepped down from the Compensation and Management Development Committee and the Corporate Governance Committee of the Board, effective as of December 12, 2023.


Mr. Longhi, age 69, previously served as the Chief Executive Officer of United States Steel Corporation, a leading integrated steel producer. Mr. Longhi was formerly President and Chief Executive Officer (September 2013 to February 2017), President and Chief Operating Officer (June 2013 to September 2013), and Executive Vice President and Chief Operating Officer (July 2012 to June 2013) of United States Steel Corporation. Prior to United States Steel Corporation, Mr. Longhi spent 23 years at Alcoa, Inc. where he served in various leadership roles across multiple different global business divisions. Mr. Longhi previously was a director of Harsco Corporation, a global provider of environmental solutions for industrial and specialty waste streams and innovative technologies for the rail sector, and ITT Inc., a leading manufacturer of highly engineered critical components and customized technology solutions for the transportation, industrial, and oil and gas markets.


In connection with his appointment as Interim President and CEO, the Company entered into an offer letter (the "Offer Letter") with Mr. Longhi, effective as of December 12, 2023. Pursuant to the Offer Letter, Mr. Longhi will receive (i) an annual base salary of $1,000,000, (ii) restricted stock units ("RSUs") with a grant-date fair value of $2,500,000, pursuant to the Company's 2021 Incentive Award Plan, which RSUs will vest in full on the one-year anniversary of December 12, 2023 and subject to Mr. Longhi's continued service as Interim President and CEO and/or as a member of the Board and (iii) a cash bonus with a target of 125% of Mr. Longhi's base salary, with the actual amount to be based on the Company's achievement of earnings per share (EPS) goals for Fiscal Year 2024 and individual goals established and approved by the Board or a subcommittee thereof, and the actual amount (if any) will be determined by the Board or its committee, in its sole discretion and pro-rated from December 12, 2023 to September 30, 2024. In addition, Mr. Longhi will be entitled to all benefits available to other executives of the Company, except for the Company's Executive Employee Severance Plan and 2009 Supplemental Executive Retirement Plan. While serving as Interim President and CEO, Mr. Longhi will not be eligible to receive compensation under the Company's director compensation program.


Other than as disclosed in this Current Report, there are no arrangements or understandings between Mr. Longhi and any other persons, pursuant to which Mr. Longhi was appointed as the Interim President and CEO. There are also no family relationships among any of the Company's other directors or executive officers and Mr. Longhi, and Mr. Longhi does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.