UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.     )

Filed by the Registrant

Filed by a Party other than the Registrant

Check the appropriate box:
	Preliminary Proxy Statement
	Confidential, for Use of the Commission Only (as permitted by Rule 14A-6(E)(2))
	Definitive Proxy Statement
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	Soliciting Material under §240.14a-12

NEW JERSEY RESOURCES

(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 all boxes that apply):
	No fee required.
	Fee paid previously with preliminary materials.
	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

MESSAGE FROM OUR PRESIDENT AND CEO

STEVE WESTHOVEN I DECEMBER 15, 2022

“The energy transition is creating new, exciting opportunities for NJR to grow and thrive.”

Dear Shareowner,

Fiscal 2022 was another outstanding year for New Jersey Resources (“NJR”).

This year, we delivered strong performance across our portfolio of complementary businesses. Driven by the talent and hard work of our team, we achieved net income of $2.86 per share and net financial earnings⁽¹⁾ of $2.50 per share. We also increased the dividend 7.6%, which is our 27^th consecutive year of dividend growth.

These results reflect our commitment to grow our business and deliver a superior return for shareowners through forward-thinking leadership focused on sustainability.

As a diversified energy company, we continue to align our strategy with public policy goals and execute our vision toward a clean energy future, while capitalizing on our existing infrastructure and investing in emerging technologies to meet customers’ energy needs in an environmentally responsible way. For us, addressing climate change and reducing emissions are not just public policy goals, but also business priorities.

We believe the best path forward to achieve our emission reduction goals is one that provides safe, reliable, resilient energy service at an affordable cost. Using existing infrastructure, like our world-class pipeline network, to deliver decarbonized energy will be key. With projects like our premiere green hydrogen facility, we are putting that vision into action today.

Looking ahead, we remain committed to executing on our strategy and building on our core strengths – a strong financial profile, disciplined capital allocation, a diverse portfolio of regulated and unregulated energy investments and our commitment to meeting the expectations of our customers and shareowners in an environmentally responsible way.

Please join us at our Meeting on January 25, 2023, at 9:30 a.m., Eastern Time, via Webcast at www.virtualshareholdermeeting.com/NJR2023. Your vote is important. Whether or not you attend the Meeting, I encourage you to vote via internet, telephone or mail to ensure your shares are properly represented.

Thank you for your continued confidence and investment in NJR. On behalf of our entire company, I pledge that we will continue to work to deliver the results our shareowners expect.

Sincerely,

STEVE WESTHOVEN President and CEO

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The Meeting is being held for the following purposes:

ITEMS OF BUSINESS
	To elect as directors the four nominees to the Board of Directors named in the attached Proxy Statement, one for a term expiring in 2025 and three for terms expiring in 2026
	To approve a non-binding advisory resolution approving the compensation of our named executive officers
	To provide a non-binding advisory vote as to the frequency (every one, two or three years) of the non-binding shareowner vote to approve the compensation of our named executive officers
	To ratify the appointment by the Audit Committee of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2023
	To transact any other business that may properly be brought before the Meeting or any adjournments or postponements thereof

Shareowners will be able to attend and vote at the virtual Meeting and to submit questions before and during the Meeting via the internet. To participate in the Meeting (e.g., to submit questions or vote), you will need the control number provided on your proxy card, voting instruction form or Notice Regarding Availability of Proxy Materials. For more information, please see “Questions and Answers About the Meeting,” which begins on page 83 of the attached Proxy Statement.

REVIEW YOUR PROXY STATEMENT AND VOTE IN ONE OF FOUR WAYS:
Please refer to the enclosed proxy materials or the information forwarded by your bank, broker or other holder of record to see which voting methods are available to you.	BY INTERNET www.proxyvote.com or scan the Quick Response “QR” Barcode on your proxy card.	BY TELEPHONE Call 1-800-690-6903 as noted on your proxy card.	BY MAIL Sign, date and return your proxy card in the enclosed envelope.	AT THE VIRTUAL MEETING You also may vote online during the annual meeting by following the instructions provided on the website during the Meeting. See page 85 for instructions on how to attend the annual meeting.

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The Board of Directors of NJR (the “Board”) has fixed the close of business on November 29, 2022, as the record date (the “Record Date”) for the determination of the shareowners entitled to notice of, and to vote at, the Meeting. Only shareowners of record at the close of business on the Record Date will be entitled to vote at the Meeting.

In accordance with U.S. Securities and Exchange Commission (“SEC”) rules, we are furnishing proxy materials to our shareowners via the internet. You may read, print or download our 2022 Proxy Statement and Annual Report at http://investor.njresources.com/annual-proxy.cfm.

On or about December 15, 2022, we will mail our shareowners a notice (the “Notice”) that explains (i) how to access our 2022 Proxy Statement and Annual Report, (ii) how to vote and (iii) how to attend the virtual Meeting. The Notice will also provide instructions on how to request a paper copy of these documents.

We hope you will attend our virtual Meeting. Regardless of whether you plan to attend, it is important that your shares are represented and voted at the Meeting. If you received a paper copy of the proxy card or voting instruction form by mail, you can vote by signing, dating and returning that document. You can revoke your proxy at any time before it is exercised in the manner set forth in “Questions and Answers About the Meeting,” which begins on page 83 of this Proxy Statement.

Registered shareowners and participants in plans holding shares of our Common Stock may vote by telephone, by internet, or by mail. To use these convenient services, follow the steps detailed in the voting instructions that are attached to the proxy card. Beneficial owners of shares of our Common Stock held in street name through a bank or brokerage account should follow the voting instructions they receive from the institution that holds such shares. Brokers may not vote your shares on the election of directors, the non-binding proposal regarding the compensation of our named executive officers or the non-binding proposal as to the frequency of the vote regarding the compensation of our named executive officers without specific instructions as to how to vote. Please return your proxy card so your vote can be counted as promptly as possible.

Thank you.

Tejal K. Mehta
Corporate Secretary and Assistant General Counsel

Wall, New Jersey

Dated:

December 15, 2022

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TABLE OF CONTENTS

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PROXY STATEMENT SUMMARY

This summary highlights certain information from this Proxy Statement, but it does not contain all the information you should consider when deciding how to vote. Unless the context otherwise indicates, references to “New Jersey Resources,” “NJR,” “we,” “us,” “our” or “the Company” mean New Jersey Resources Corporation and its affiliates. For more complete information about the performance of NJR, please see our Annual Report on Form 10-K for the fiscal year ended September 30, 2022, as filed with the SEC.

DATE AND TIME	ONLINE, VIA WEBCAST AT
January 25, 2023 9:30 a.m., Eastern Time	www.virtualshareholdermeeting.com/NJR2023

Meeting Agenda

The matters we will act upon at the Meeting are:

Proposal	Board’s Recommendation		Page Reference
1. Elect as directors the four nominees named herein, one for a term expiring in 2025 and three for terms expiring in 2026		FOR each nominee	10
2. Approve a non-binding advisory resolution approving the compensation of our named executive officers		FOR	78
3. Provide a non-binding advisory vote as to the frequency (every one, two or three years) of the non-binding shareowner vote to approve the compensation of our named executive officers		For ONE YEAR	79
4. Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2023		FOR	80

We may also transact any other business that properly comes before the Meeting or any adjournments or postponements thereof.

Directors

With the upcoming retirements of Robert B. Evans and David A. Trice, the below chart reflects the Board composition as of the Meeting date:

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Name	Age	Principal Occupation	Director Since	Independent	Committees (*as of 1/1/2023)	Significant Ties to NJ	Current Term Ends
Gregory E. Aliff	69	Retired, Partner, Deloitte & Touche LLP	2019		AUDITµ EXECUTIVE NCGC		2025
Donald L. Correll Chair of the Board	72	Chief Executive Officer and Co-Founder, Water Capital Partners LLC	2008		AUDIT EXECUTIVEµ LDCC		2024
James H. DeGraffenreidt, Jr.	69	Retired, Chair and Chief Executive Officer, WGL Holdings, Inc.	2019		AUDIT* NCGC		2024
M. Susan Hardwick	60	President and Chief Executive Officer, American Water Works Company, Inc.	2020		AUDIT		2024
Jane M. Kenny	71	Co-Owner and Managing Partner, The Whitman Strategy Group, LLC	2006		NCGCµ EXECUTIVE LDCC		2023
Thomas C. O’Connor	66	Retired, Chair, President and Chief Executive Officer, DCP Midstream, LLC	2017		AUDIT LDCC*		2025
Michael A. O’Sullivan	62	Retired, Senior Vice President, NextEra Energy Resources, Inc.	2022				2023
Sharon C. Taylor	68	Retired, Senior Vice President, Human Resources, Prudential Financial	2012		LDCCµ EXECUTIVE NCGC		2023
Stephen D. Westhoven	54	President and Chief Executive Officer, New Jersey Resources	2018		EXECUTIVE		2023
George R. Zoffinger	74	President and Chief Executive Officer, Constellation Capital Corporation	1996		AUDIT NCGC		2024
RETIRING DIRECTORS
Robert B. Evans	74	Retired, President and Chief Executive Officer, Duke Energy Americas, a business unit of Duke Energy Corporation	2009				RETIRING AT MEETING
David A. Trice	74	Retired, Chair, President and Chief Executive Officer, Newfield Exploration Company	2004				RETIRING AT MEETING
µ Chair Audit–Audit Committee; Executive–Executive Committee; LDCC–Leadership Development & Compensation Committee; NCGC–Nominating/Corporate Governance Committee

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Skills and Experience of Non-Retiring Directors

	Performance Highlights

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Governance Highlights

	Board Structure and Independence	● All of our directors and nominees are independent, except our President and Chief Executive Officer ● Split independent Chair and Chief Executive Officer roles ● 100 percent independent Audit Committee, Nominating/Corporate Governance Committee and Leadership Development and Compensation Committee members ● Independent Chair of the Board can call special meetings of the Board and actively supervises meeting materials, agendas and schedules ● Robust Code of Conduct applicable to directors, officers and employees ● Regular executive sessions of independent directors ● Mandatory retirement age of 75
	Board Oversight	● Strong Board and management succession planning process ● Rigorous stock ownership guidelines for directors and executives ● Employees, directors and officers prohibited from hedging or pledging our stock ● Board manages risk oversight with specific risk areas delegated to relevant Board committees ● Robust Enterprise Risk Management program to help the Board identify and monitor risk ● Directors expected to attend the Meeting ● Effective annual Board and Board committee evaluation process
	Shareowner Rights	● Majority of shareowners have the right to call special meetings of shareowners ● Shareowners may act by written consent ● No “poison-pill” shareowners rights plan ● Only one class of stock, Common Stock, that is entitled to vote on the election of directors and other matters submitted to a vote of shareowners ● Annual “Say-on-Pay” vote
	Board Composition	● Diverse Board with balanced mix of skills, experience and perspectives ● 30 percent female directors as of the Meeting ● Active Board refreshment with four new directors in last four years

Compensation Highlights

Compensation for our executive officers has a strong link to NJR’s financial performance and creation of long-term value for our shareowners. As shown below, a significant amount of each executive officer’s total target compensation is performance-based or “at risk.”

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ELECTION OF DIRECTORS

Our Restated Certificate of Incorporation, as amended, provides that the Board will be divided into three classes that are as nearly equal in number as possible. The Board currently consists of 12 members divided into three classes with overlapping terms.  David A. Trice, who has been a director since 2004 and whose term expires at the Meeting has announced that he will not stand for re-election to the Board and will therefore retire from the Board effective at the Meeting. In addition, Robert B. Evans, who has been a director since 2009, has announced that he will retire from the Board effective at the Meeting. The following four individuals have been nominated for election as directors at the Meeting: Michael A. O’Sullivan has been nominated for a two-year term expiring in 2025, and until his successor is elected and has been qualified; Jane M. Kenny, Sharon C. Taylor and Stephen D. Westhoven have each been nominated for a three-year term expiring in 2026, and until their respective successors are elected and have been qualified. Mr. O’Sullivan was elected as a director by the Board, effective October 27, 2022.

Each of the nominees currently serves as a director of the Company and, with the exception of Mr. O’Sullivan, was previously elected to the Board by our shareowners for a term expiring at the Meeting. There were no nominee recommendations from shareowners. Unless otherwise indicated on a proxy, the proxy holders intend to vote the shares each proxy represents for all nominees for election as directors.

Under New Jersey law, directors are elected by a plurality of the votes cast at an election. However, the Company’s Corporate Governance Guidelines provide that any nominee for director in an uncontested election who receives a greater number of shareowner votes “withheld” from his or her election than votes “for” his or her election must promptly tender a resignation to the Board for consideration. The Board’s Nominating/Corporate Governance Committee (“NCGC”) will then evaluate the best interests of the Company and will recommend to the Board whether to accept or reject the tendered resignation. The Company will disclose the Board’s decision of whether to accept or reject the resignation and explain how the decision was reached.

Proxies solicited by the Board will be voted in favor of the nominees listed below, unless otherwise specified in the proxy. All of the nominees have consented to serve if elected. We know of no reason why any nominee would not be available for election or, if elected, would be unable to serve. While we do not anticipate that any of the nominees will be unable to serve, if any should be unable to serve, the proxy holders reserve the right to substitute any other person approved by the Board.

Summary of Director Qualifications and Experience

The NCGC looks for our current and potential directors collectively to have a range of skills and qualifications that provide the foundation for sound governance and effective oversight and align with our Company’s strategy.

The qualifications, attributes and experience of the directors are summarized below, and the director biographies contain additional information.

We believe effective oversight comes from a Board that represents a diverse range of experience and perspectives and has the collective qualifications, attributes, skills and experiences necessary for sound governance. The NCGC establishes and regularly reviews with the Board the qualifications, attributes, skills and experience that it believes are desirable for directors to ensure that they align with the Company’s long-term strategy. The most important of these are described below, and the number of non-retiring directors possessing those skills and experience is indicated.

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	UTILITY Experience in operating a regulated utility business, such as our principal subsidiary, New Jersey Natural Gas Company				COMMUNITY/PUBLIC RELATIONS Experience in community affairs, public relations and/or marketing
	REGULATORY/GOVERNMENT Experience in interacting with regulators and policymakers and/or working within government agencies; exposure to heavily regulated industries and their governing bodies				LEGAL Experience and/or formal education as an attorney
	CEO EXPERIENCE Experience as a Chief Executive Officer of an organization				ENVIRONMENTAL AND SUSTAINABILITY Experience with oversight of environmental policy, regulation and business operation matters; experience in overseeing or advising on environmental, climate or sustainability practices
	FINANCE/ACCOUNTING/ RISK MANAGEMENT Financial and risk management expertise, and/or experience as a public company Chief Financial Officer or audit partner				RENEWABLE ENERGY/ ENERGY EFFICIENCY Experience in the renewable energy industry, including solar energy generation and distribution and/or experience linking green initiatives to commercial opportunities
	CORPORATE GOVERNANCE Experience in public company corporate governance-related issues and best practices; a deep understanding of strong governance and compliance practices that protect and align with the interests of investors and other stakeholders; experience in investor relations				LEADERSHIP DEVELOPMENT/SUCCESSION PLANNING/TALENT MANAGEMENT Experience in talent management, leadership development and succession planning to ensure a pipeline of leadership for an organization; experience in planning and building a talented workforce that meets the needs essential to the Company’s operations
	TECHNOLOGY/CYBERSECURITY Experience with technology innovations and/or with oversight of cybersecurity programs; understanding of cyber threats; risk mitigation and policy				STRATEGIC PLANNING Experience in strategic planning and growth and value creation
	ENERGY SERVICES/ COMMODITY TRADING Experience in the energy services industry, including wholesale energy marketing, energy trading and delivery of midstream energy service and/or storage

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Nominee for Election as Director for a Two-Year Term Expiring in 2025

Retired Senior Vice President, Development, NextEra Energy Resources, Inc. Age 62   Director since: 2022   Independent

MICHAEL A. O’SULLIVAN

BIOGRAPHY: Retired. Served as Senior Vice President of Development at NextEra Energy Resources, Inc. (“NextEra”) from July 2001 until his retirement in April 2020 where he led the company’s renewable development and M&A efforts. Prior to NextEra, served as Vice President of the Midwest Division of AES; Division Vice President of NRG North America; Vice President of Business Development at Indeck Energy Services; Development Manager at Homart Development, a subsidiary of Sears; and Supervising Engineer at a nuclear plant for Commonwealth Edison in 1982. Relevant Expertise: Mr. O’Sullivan is a recognized leader in the energy industry with significant executive management experience in finance, development, operations, regulatory and Environmental, Social and Governance (“ESG”). For nearly two decades, he served as Senior Vice President of Development at NextEra, where he led the company’s renewable development and M&A efforts, including the deployment of approximately $40 billion into more than 250 solar, wind, storage, nuclear and fossil fuel projects across 36 states and 4 provinces in Canada. He also served as a member of the NextEra executive team and operating committee since 2001. OTHER PUBLIC COMPANY DIRECTORSHIPS: ● None COMMITTEES: ● None

Nominees for Election as Director for a Three-Year Term Expiring in 2026

Co-Owner and Managing Partner, The Whitman Strategy Group, LLC   Age 71   Director since: 2006   Independent

JANE M. KENNY

BIOGRAPHY: Co-owner and Managing Partner, The Whitman Strategy Group, LLC, a consulting firm specializing in governmental relations and environmental and energy issues, since 2005; Regional Administrator of the Environmental Protection Agency, overseeing the federal agency’s work in New York, New Jersey, Puerto Rico and the Virgin Islands, from 2001 to 2004; Commissioner of the New Jersey Department of Community Affairs from 1996 to 2001; Chief of Policy to the Governor of New Jersey from 1994 to 1996. Relevant Expertise: Ms. Kenny’s extensive public policy experience, particularly as Administrator for Region 2 of the United States Environmental Protection Agency and a top advisor to three governors of New Jersey, is essential for the Board of a company like ours that regularly faces such issues. That experience, as well as her firm’s active consulting practice on environmental, energy and public policy matters through which she is actively and presently engaged in cutting-edge issues in the field, has provided Ms. Kenny an understanding of the energy industry, which is important in assisting the Board with monitoring and evaluating our business. OTHER PUBLIC COMPANY DIRECTORSHIPS: ● None COMMITTEES: ● Chair, Nominating/Corporate Governance Committee ● Leadership Development and Compensation Committee ● Executive Committee

Utility

Regulatory/ Government

CEO Experience

Finance/Accounting/ Risk Management

Corporate Governance

Technology/ Cybersecurity

Energy Services/ Commodity Trading

Community/ Public Relations

Legal

Environmental

Renewable Energy/ Energy Efficiency

Leadership Development/ Succession Planning

Strategic Planning

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Retired Senior Vice President, Human Resources, Prudential Financial   Age 68   Director since: 2012   Independent

SHARON C. TAYLOR

BIOGRAPHY: Retired. Senior Vice President, Human Resources, Prudential Financial, a global financial services company, from 2002 to 2017; current Trustee of the Horizon Foundation for New Jersey; Trustee of The National Academy of Human Resources Foundation; Trustee of the Montclair Art Museum; and Director, HireVue. Former member of the Executive Leadership Council Foundation. Relevant Expertise: Ms. Taylor has an extensive background and expertise in human resources, particularly in the areas of executive compensation, employee benefits, talent and senior officer succession management, diversity and inclusion and labor and employee relations. She has also worked in the areas of vendor governance, corporate social responsibility and impact investing, operations and systems, business continuity, risk management and privacy. That background, together with her broad experience as a senior executive officer of one of the nation’s largest financial services companies and her service on the boards of several organizations in key leadership roles, provides the Board with an important perspective in the critical areas of human capital planning and management, succession and strategic planning, operational effectiveness, risk controls and privacy. Her extensive experience in the aforementioned areas provide her with an ideal background to serve as the Chair of the Leadership Development and Compensation Committee. OTHER PUBLIC COMPANY DIRECTORSHIPS: ● None COMMITTEES: ● Chair, Leadership Development and Compensation Committee ● Nominating/Corporate Governance Committee ● Executive Committee

President and Chief Executive Officer of New Jersey Resources   Age 54   Director since: 2018

STEPHEN D. WESTHOVEN

BIOGRAPHY: President and Chief Executive Officer of New Jersey Resources since October 2019. Prior to his current role, Mr. Westhoven served as President and Chief Operating Officer of New Jersey Resources from October 2018 to September 2019; Executive Vice President and Chief Operating Officer of New Jersey Resources from November 2017 to September 2018; Senior Vice President and Chief Operating Officer of NJR Energy Services Company (“NJRES”) and NJR Clean Energy Ventures (“NJRCEV”) from October 2016 to November 2017 and Senior Vice President of NJRES from May 2010 to September 2016. He is a director at both Choose New Jersey (an economic development organization) and the American Gas Association. He is also a member of the National Petroleum Council. Relevant Expertise: Mr. Westhoven has been with the Company since 1990. His leadership and contributions have been instrumental to the growth of our businesses. His experience leading NJRES and NJRCEV, as well as his knowledge of natural gas markets, provides the Board with unique insight into the energy industry. Further, through Mr. Westhoven’s years of service as an executive officer of the Company, he has developed extensive knowledge in the areas of leadership, finance, strategy, risk oversight, safety, management and corporate governance, each of which provides great value to the Board. This experience and Mr. Westhoven’s role in developing NJR’s strategy are assets to the Board. OTHER PUBLIC COMPANY DIRECTORSHIPS: ● None COMMITTEES: ● Executive Committee

THE BOARD RECOMMENDS THAT SHAREOWNERS VOTE “FOR” ALL OF THE DIRECTOR NOMINEES LISTED ABOVE.

Utility

Regulatory/ Government

CEO Experience

Finance/Accounting/ Risk Management

Corporate Governance

Technology/ Cybersecurity

Energy Services/ Commodity Trading

Community/ Public Relations

Legal

Environmental

Renewable Energy/ Energy Efficiency

Leadership Development/ Succession Planning

Strategic Planning

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Directors with Terms Expiring in 2024

Chair of the NJR Board Chief Executive Officer and Co-Founder, Water Capital Partners LLC   Age 72   Director since: 2008   Independent

DONALD L. CORRELL

BIOGRAPHY: Chief Executive Officer and Co-Founder, Water Capital Partners LLC, a firm that invests in, advises about and manages water and wastewater infrastructure assets and operations, since 2011. President and Chief Executive Officer and member of the board of directors of American Water Works, Inc., a New Jersey-based public water utility holding company, from 2006 to 2010; President and Chief Executive Officer and member of the board of directors of Pennichuck Corporation, a New Hampshire-based public water utility holding company, from 2003 to 2006; Chair, President and Chief Executive Officer of United Water Resources, a public water services company, from 1991 through 2001. From 2001 to 2003, Mr. Correll served as an independent advisor to water service and investment firms on issues relating to marketing, acquisitions and investments in the water services sector. Relevant Expertise: Mr. Correll’s experience with utility companies, through his leadership of American Water Works and other water services companies, has given him an understanding of the regulatory and operational issues that we face. In his positions as a chief executive officer, Chair and director of a public company and as a certified public accountant, he gained experience in financial policy and risk oversight that is essential to his position as a member of the Audit Committee. In these roles he also gained significant experience that is relevant to his position as the Chair of the Board of NJR and Chair of the Executive Committee. OTHER PUBLIC COMPANY DIRECTORSHIPS: ● Encompass Health Corporation (NYSE: EHC) (June 2005 – Present) COMMITTEES: ● Chair of the Executive Committee ● Audit Committee ● Leadership Development and Compensation Committee

Retired Chair and Chief Executive Officer, WGL Holdings, Inc.   Age 69   Director since: 2019   Independent

JAMES H. DEGRAFFENREIDT, JR.

BIOGRAPHY: Retired. Chair and Chief Executive Officer of WGL Holdings, Inc., a public utility holding company, and Washington Gas Light Company, a natural gas utility, from 2001 to 2009; President, WGL Holdings, Inc., from 1994 to 2001. Former chair, American Gas Association, during 2007. Director, Harbor Bankshares Corporation, from 1996 to present. Director, Massachusetts Mutual Life Insurance Company, since 2002. Relevant Expertise: As the former Chief Executive Officer of a New York Stock Exchange-listed public utility holding company and from his past service as a chair of the American Gas Association, Mr. DeGraffenreidt brings significant public utility experience to the Board and significant public company experience. Mr. DeGraffenreidt’s experience as a board member, including two years as industry co-chair of the Alliance to Save Energy, an organization that promotes energy efficiency and environmental stewardship, brings an important perspective to our Board’s oversight of those issues and aligns with the Company’s business strategy. Earlier in his career, Mr. DeGraffenreidt was an attorney with significant experience and expertise in regulatory issues, and he also previously served as a utility consumer advocate, which provides him with unique insight regarding the perspectives of the Company’s stakeholders and the regulatory matters affecting the Company. His background and wide-ranging expertise in the natural gas industry enable him to provide valuable insight as a member of the Board. OTHER PUBLIC COMPANY DIRECTORSHIPS: ● Vectren Corporation (NYSE: VCC) (March 2010 – February 2019) COMMITTEES: ● Audit Committee ● Nominating/Corporate Governance Committee

Utility

Regulatory/ Government

CEO Experience

Finance/Accounting/ Risk Management

Corporate Governance

Technology/ Cybersecurity

Energy Services/ Commodity Trading

Community/ Public Relations

Legal

Environmental

Renewable Energy/ Energy Efficiency

Leadership Development/ Succession Planning

Strategic Planning

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President and Chief Executive Officer, American Water Works Company, Inc.   Age 60   Director since: 2020   Independent

M. SUSAN HARDWICK

BIOGRAPHY: President and Chief Executive Officer of American Water Works Company, Inc., the largest publicly traded U.S. water and wastewater utility company, since February 2022; Executive Vice President and Chief Financial Officer from July 2019 to April 2022; and Executive Vice President - Finance from June 2019 to July 2019. Ms. Hardwick previously served as the Executive Vice President and Chief Financial Officer of Vectren Corporation, a diversified energy holding company with utility subsidiaries in the natural gas and electricity markets and other non-regulated businesses (acquired by CenterPoint Energy in 2019). Ms. Hardwick joined Vectren Corporation in January 2000 and served in a variety of positions, including Vice President, Controller and Assistant Treasurer; Senior Vice President, Finance; Senior Vice President, Chief Financial Officer; and Executive Vice President and Chief Financial Officer. Relevant Expertise: Ms. Hardwick’s experience as Chief Financial Officer of multiple utility companies; her experience developing and executing business and financial strategy for regulated utility and market-based businesses; and her experience overseeing accounting and finance functions, enterprise risk management and investor relations as well as customer operations and regulatory services, all provide her with a wide range of financial expertise that enhances the Board and makes her uniquely qualified as a member of the Audit Committee. OTHER PUBLIC COMPANY DIRECTORSHIPS: ● American Water Works Company, Inc. (NYSE: AWK) (February 2022 - Present) COMMITTEES: ● Audit Committee

President and Chief Executive Officer, Constellation Capital Corp.   Age 74   Director since: 1996   Independent

GEORGE R. ZOFFINGER

BIOGRAPHY: President and Chief Executive Officer, Constellation Capital Corp., a financial services company, since 2007; President and Chief Executive Officer, New Jersey Sports & Exposition Authority, the operating company of MetLife Sports Complex, from 2002 to 2007; Chair, New Brunswick Development Corporation, a not-for-profit urban real estate development company. Relevant Expertise: Mr. Zoffinger’s leadership experience and work with public companies has provided him financial, corporate governance and real estate development expertise as well as experience with executive compensation issues, which are important to his role as a member of the NCGC. In addition, he brings to the Board corporate development experience and knowledge gained from his leadership and board positions, including his tenure on the Board. OTHER PUBLIC COMPANY DIRECTORSHIPS: ● None COMMITTEES: ● Audit Committee ● Nominating/Corporate Governance Committee

Utility

Regulatory/ Government

CEO Experience

Finance/Accounting/ Risk Management

Corporate Governance

Technology/ Cybersecurity

Energy Services/ Commodity Trading

Community/ Public Relations

Legal

Environmental

Renewable Energy/ Energy Efficiency

Leadership Development/ Succession Planning

Strategic Planning

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Directors with Terms Expiring in 2025

Retired Partner, Deloitte & Touche LLP   Age 69   Director since: 2019   Independent

GREGORY E. ALIFF

BIOGRAPHY: Retired. Partner, Deloitte & Touche LLP, an independent accounting firm, from 1987 to 2015. From 2002 to 2013, Mr. Aliff served as Vice Chair and Senior Partner of Energy & Resources, where he oversaw all professional services to the sector. From 2013 to 2015, he led Deloitte’s U.S. Energy and Natural Resources Management Services. Relevant Expertise: Mr. Aliff’s experience as a long-term partner at Deloitte & Touche LLP, including in particular his focus on energy and natural resources, provide him not only with an extensive financial and accounting background that adds depth to our Audit Committee, but also industry knowledge that uniquely qualifies him to serve on our Board and as Chair of the Audit Committee. His service on the board of directors of other regulated entities that are also public companies provides him with important experience and perspectives with respect to risk management, operations, the regulatory compliance required for highly regulated businesses and public company best practices. OTHER PUBLIC COMPANY DIRECTORSHIPS: ● California Water Service Group, Inc. (NYSE: CWT) (September 2015 – Present) ● SCANA Corporation (NYSE: SCG) (October 2015 – December 2018) COMMITTEES: ● Chair, Audit Committee ● Executive Committee ● Nominating/Corporate Governance Committee (effective January 1, 2023)

Retired Chair, President and Chief Executive Officer, DCP Midstream, LLC   Age 66   Director since: 2017   Independent

THOMAS C. O’CONNOR

BIOGRAPHY: Retired. Chair, President and Chief Executive Officer, DCP Midstream, LLC, one of the nation’s largest gas gatherers, processors and marketers of natural gas liquids, from 2007 through 2013. From 1987 to 2007, held a variety of positions with Duke Energy in that company’s natural gas pipeline, electric and commercial business units. Relevant Expertise: Mr. O’Connor has extensive experience leading regulated and unregulated natural gas and electric midstream and distribution operations and wholesale energy trading businesses from his years as an executive leading DCP Midstream and Duke Energy. He also has board-level experience in solar energy facility development, operations and valuation. His vast knowledge and executive leadership experience give him a strong operational and strategic background with knowledge of many of the issues that regulated and unregulated energy companies confront, particularly with respect to the natural gas industry. OTHER PUBLIC COMPANY DIRECTORSHIPS: ● Keyera Corporation (TSO: KEY) (January 2014 – Present) ● 8Point3 Energy Partners LP (NASDAQ: CAFD) (June 2015 – June 2018) ● Andeavor Logistics LP (formerly Tesoro Logistics LP) (NYSE: ANDX) (May 2011 – January 2018) COMMITTEES: ● Audit Committee ● Leadership Development and Compensation Committee

Utility

Regulatory/ Government

CEO Experience

Finance/Accounting/ Risk Management

Corporate Governance

Technology/ Cybersecurity

Energy Services/ Commodity Trading

Community/ Public Relations

Legal

Environmental

Renewable Energy/ Energy Efficiency

Leadership Development/ Succession Planning

Strategic Planning

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Directors Retiring at the Meeting

Retired Chair, President and Chief Executive Officer, Newfield Exploration Company   Age 74   Director since: 2004   Independent	DAVID A. TRICE
	BIOGRAPHY: Retired. Chair from 2004 to 2010, President and Chief Executive Officer from 2000 to 2009, President and Chief Operating Officer from 1999 to 2000, and Vice President — Finance and International from 1997 to 1999, Newfield Exploration Company, a public independent crude oil and natural gas exploration and production company. Relevant Expertise: A career with over 30 years of experience with energy companies such as Newfield Exploration Company has given Mr. Trice extensive knowledge of the energy industry, particularly natural gas, as well as other operational expertise, which is essential to our Board in understanding and evaluating our business. Mr. Trice also brings to our Board experience gained from holding senior leadership and board positions with public companies and industry groups, including the areas of risk oversight, financial policy, executive compensation and corporate governance matters, which are particularly relevant to his service on the Leadership Development and Compensation Committee and the NCGC. In addition, Mr. Trice’s extensive experience in the energy industry and his familiarity with the relevant issues provide the Board with a valuable perspective. OTHER PUBLIC COMPANY DIRECTORSHIPS: ● Select Energy Services, Inc. (NYSE: WTTR) (November 2017 – Present) ● QEP Resources, Inc. (NYSE: QEP) (May 2011 – May 2020) (Chair from January 2019 to May 2020) ● McDermott International, Inc. (NYSE: MDR) (May 2009 – May 2018) COMMITTEES: ● Nominating/Corporate Governance Committee (until January 1, 2023) ● Leadership Development and Compensation Committee (until January 1, 2023)

Retired President and Chief Executive Officer, Duke Energy Americas   Age 74   Director since: 2009   Independent	ROBERT B. EVANS
	BIOGRAPHY: Retired. President and Chief Executive Officer of Duke Energy Americas, a business unit of Duke Energy Corp., from 2004 to 2006; transition executive for Energy Services, a business unit of Duke Energy, during 2003; President of Duke Energy Gas Transmission, a business unit of Duke Energy, from 1998 to 2002 and President and Chief Executive Officer from 2002 to 2003. Relevant Expertise: Mr. Evans’ experience in senior leadership and board positions for other energy companies has positioned him to bring executive, corporate development, operational and financial experience and industry knowledge to his role as a member of the Board. His extensive executive experience with the natural gas transmission business and wholesale natural gas trading business of Duke Energy and Targa Resources Partners provides the Board with valuable knowledge of those aspects of the energy industry and has provided him with the experience and knowledge to serve on the Board. OTHER PUBLIC COMPANY DIRECTORSHIPS: ● Targa Resources Corp. (NYSE: TRGP) (March 2016 – Present) ● ONE Gas, Inc. (NYSE: OGS) (February 2014 – Present) ● Sprague Resources LP (NYSE: SRLP) (October 2013 – October 2018) COMMITTEES: ● Audit Committee (until January 1, 2023)

Utility

Regulatory/ Government

CEO Experience

Finance/Accounting/ Risk Management

Corporate Governance

Technology/ Cybersecurity

Energy Services/ Commodity Trading

Community/ Public Relations

Legal

Environmental

Renewable Energy/ Energy Efficiency

Leadership Development/ Succession Planning

Strategic Planning

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Director Nominations and Evaluation Processes

NCGC Process for Identifying and Evaluating Director Candidates and Director Candidate Recommendations and Nominations by Shareowners

Effective oversight of our strategic direction requires our Board to be composed of diverse individuals who possess attributes and core competencies important to our Company. The NCGC identifies and evaluates all director candidates in accordance with the director qualification standards described in the Corporate Governance Guidelines and consistent with applicable governing standards. The NCGC evaluates each candidate’s individual qualifications, background and expertise and considers how the candidate would contribute to the overall background and expertise of the Board. Successful nominees bring the skills, talents, knowledge and expertise to ensure that the composition, structure and operation of the Board serves the best interests of our shareowners.

When identifying first-time candidates to the Board, the NCGC considers the appropriate skills and characteristics required of Board members in the context of our business and strategy and the current make-up of the Board. The NCGC also regularly assesses the appropriate skills and characteristics of Board members. This assessment includes numerous factors, such as the demographics of the communities we serve. The Board values the diversity of thought that arises from directors possessing different backgrounds, gender, age, race/ethnicity and geographic experiences. As such, the NCGC is committed to actively seeking women and minority Board candidates.

To ensure that the Board’s composition reflects the particular needs of the Board and the Company, the NCGC incorporates this broad view of diversity into its review and evaluation of new candidates and incumbent nominees. The NCGC and Board monitor the effectiveness of this process through the Board’s self-evaluation process.

The NCGC considers qualified director candidate recommendations from shareowners. Shareowner nominees are evaluated under the same standards as nominees recommended by management or the non-management members of the Board. Recommendations should be sent to Office of the Corporate Secretary, New Jersey Resources Corporation, 1415 Wyckoff Road, Wall, New Jersey 07719. Under our By-Laws, as amended and restated (the “Bylaws”), the Corporate Secretary must receive any nomination for director on or before October 28, 2023, for the 2024 Annual Meeting of Shareowners. In addition, any shareowner entitled to vote for the election of directors may nominate persons for election to the Board if such shareowner complies with the procedures set forth in the Bylaws and Rule 14a-19 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and summarized under “Questions and Answers About the Meeting,” which begins on page 83 of this Proxy Statement, under Question 17, “How do I make a shareowner proposal for the 2024 Annual Meeting of Shareowners?” The NCGC did not receive any recommendations from any shareowners in connection with the Meeting.

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Sources of Nominees

The NCGC is authorized to engage professional search firms at the Company’s expense to assist with the identification and evaluation of and conducting of due diligence on potential nominees for Board vacancies. In 2022, the Company retained, for a fee, Trewstar Corporate Board Services, a third-party search firm specializing in the placement of female and diverse candidates on corporate boards of directors. Trewstar was retained to assist with identifying potential nominees to the Board and performing appropriate due diligence on such candidates. One of the candidates identified by Trewstar was Mr. O’Sullivan. After considering the Board’s needs and Mr. O’Sullivan’s skills and experience, including his role as a senior executive of a large publicly-traded diversified energy company, the NCGC recommended Mr. O’Sullivan for nomination to the Board. Upon the recommendation of the NCGC, on October 27, 2022, the Board elected Mr. O’Sullivan to the Board.

Annual Director Performance Evaluations

As required by our Corporate Governance Guidelines, the Board conducts an annual evaluation of its performance. The Board has the authority to retain advisors or consultants and to provide for their compensation by the Company, as the Board deems appropriate, to assist in designing and implementing this evaluation.

All Board members participate in the annual Board evaluation, which is administered by the NCGC. The assessment focuses on the following areas: Board structure and leadership, logistics, conduct of the meetings, discharge of Board responsibilities, and Board culture and ethics. Directors also are asked to identify ways to improve the effectiveness of the Board. During fiscal year 2022, to supplement written Board evaluations, the NCGC Chair interviewed each Board member to solicit their views on the Board’s performance. The results of the interviews were shared with the NCGC and discussed with the Board. Feedback from the leadership team was also provided to the Board informally at the Board’s request. Each of the Audit Committee, the NCGC and the Leadership Development and Compensation Committee (“LDCC”) also conducts a self-evaluation administered by its committee chair on an annual basis. Overall, the Board’s current structure, composition and effectiveness were deemed to be very strong in light of its consistently collaborative interactions and the current Committee structures and compositions were deemed appropriate.

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CORPORATE GOVERNANCE AND RELATED MATTERS

Our business and affairs are managed under the direction of the Board. Directors are kept informed of our business through discussions with the Chief Executive Officer and other officers, by reviewing materials provided to them and by participating in meetings of the Board and its committees. The corporate governance practices we follow are summarized below.

Board Meetings and Attendance at Annual Meeting of Shareowners

During fiscal year 2022, there were six meetings of the Board. Each director attended more than 75 percent of the combined meetings of the Board and the committees on which the director served during the fiscal year. We encourage all directors to attend our annual shareowners’ meetings. All of the directors serving at the time of the 2022 Annual Meeting of Shareowners attended that annual meeting.

Board Standards of Independence

The Board sets our independence standards, which provide that a majority of the Board must be “independent” as that term is defined in our Corporate Governance Guidelines and rules of the New York Stock Exchange (“NYSE”) and the SEC as in effect from time to time. For a Board member or nominee to qualify as independent, the Board must determine that the person and his or her immediate family members do not have a material relationship with us (either directly or as a partner, shareowner or officer of an organization that has a relationship with us) or any of our affiliates. Our Corporate Governance Guidelines are available on our website at investor.njresources.com under the caption “Governance.” The Board evaluates the independence of directors and nominees annually. Under the categorical standards adopted by the Board, a member of the Board is not independent if:

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The Board will also consider a director’s charitable relationships. Contributions to tax-exempt organizations are not considered payments for purposes of the test in the final bullet point above, provided that we are required to disclose in our annual proxy statement any such contributions made by us to any tax-exempt organization in which any independent director serves as an executive officer if, within the preceding three years, contributions in any single fiscal year from us to the organization exceeded the greater of $1 million, or two percent, of such tax-exempt organization’s consolidated gross revenues.

For purposes of the above independence standards, an “immediate family member” includes a person’s spouse, parents, children, siblings, mothers- and fathers-in-law, sons- and daughters-in-law, brothers- and sisters-in-law and anyone (other than domestic employees) who shares such person’s home. When applying the look-back provisions set forth above, the Board need not consider individuals who are no longer immediate family members as a result of legal separation or divorce, or those who have died or become incapacitated.

With the exception of Mr. Westhoven, the President and Chief Executive Officer, the Board has affirmatively determined that each current member of the Board is independent. Additionally, we made no contributions during fiscal year 2022 to any charitable organization in which an independent director had served as an executive officer within the preceding three fiscal years in an amount in excess of the greater of $1 million, or two percent, of the charitable organization’s consolidated gross revenues.

Changes in Board Member Principal Occupation

Any director who changes his or her principal occupation or employment or leaves or retires from the business with which such occupation or employment was carried out must submit a letter of resignation to the Chair of the Board. The letter will be submitted to the NCGC, which will make a recommendation to the Board regarding such director’s continued service on the Board. The Board will then determine whether to accept such resignation.

Certain Relationships and Related Person Transactions

Our Board has adopted a written related person transaction policy, which is managed by the Audit Committee. The policy generally provides that we may enter into a related person transaction only if:

If management recommends a related person transaction, the Audit Committee will review that transaction and determine whether to approve or disapprove it. When our General Counsel, in consultation with our Chief Executive Officer or our Chief Financial Officer, determines it is not practicable or desirable to wait until the next Audit Committee meeting for approval of a particular transaction, the Chair of the Audit Committee has authority to act on behalf of the Audit Committee. The Audit Committee or the Chair approves only those related person transactions that are in, or not inconsistent with, our best interests and the best interests of our shareowners, as determined in good faith. Management will update the Audit Committee as to any material change to a proposed related person transaction at a subsequent Audit Committee meeting.

For purposes of this policy, a “related person transaction” is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which we (or any of our subsidiaries) were, are or will be a participant, and the amount involved exceeds $120,000 and in which any related person had, has or will have a direct or indirect material interest. For purposes of determining whether a transaction is a related person transaction, the Audit Committee relies upon Item 404 of Regulation S-K, promulgated under the Exchange Act. Our Statement of Policy With Respect to Related Person Transactions is available on our website at investor.njresources.com under the caption “Governance.”

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Except as discussed below, there have been no related person transactions or proposed transactions since the beginning of fiscal year 2022 between the Company and our directors or executive officers, either directly or indirectly.

Andrew Westhoven, the brother of our President and Chief Executive Officer, is employed by NJRCEV, a wholly-owned subsidiary of NJR, serving as Senior Project Manager-Construction and Engineering. The total compensation paid to Andrew Westhoven during 2022 was within the range set for employees with comparable qualifications and responsibilities who hold similar positions at the Company (salary of $131,400 to $203,800, plus short-term annual incentive compensation targeted between 15 and 50 percent of salary). He also received health insurance and other benefits available to all other employees in similar positions. His compensation was determined in accordance with our compensation practices applicable to all other employees who hold similar positions. Stephen D. Westhoven did not and does not have any direct responsibility for reviewing Andrew Westhoven’s work or any influence over his compensation or the other terms of his employment. The Audit Committee reviewed, approved and ratified the compensation of Andrew Westhoven.

Ms. Hardwick, a director on our Board, has served as the President and Chief Executive Officer of American Water Works Company, Inc., (NYSE: AWK), (“American Water Works”), the largest publicly traded U.S. water and wastewater utility company. Ms. Hardwick leads a team of 6,400 dedicated professionals who provide service to 14 million people in 24 states. Ms. Hardwick joined American Water Works in June 2019 and became Chief Financial Officer in July of that same year.

NJR, through NJRCEV, is in the process of developing a net-metered rooftop, carport, and ground-mounted solar project serving a water treatment plant owned and operated by American Water Works on its property in Somerset, New Jersey. Additionally, NJR, through NJRCEV is in the process of constructing a floating solar project located at an American Water Works reservoir in Millburn, New Jersey. Once all of the projects are complete and operational, all of the electrical output will be sold to American Water Works under separate power purchase agreements. Although Ms. Hardwick has no involvement with the proposed projects and will not receive any compensation in connection therewith, the proposed transactions were referred to and approved and ratified by the Audit Committee.

Board Refreshment and Succession Planning

The Board recognizes the importance of Board refreshment and succession planning to ensure that our directors collectively have the skills, experience and qualifications necessary for the Board to successfully establish and oversee management’s execution of the Company’s strategic priorities. (See “Election of Directors” above for a discussion of the key qualifications considered by the NCGC in evaluating candidates for the Board.) The Board has taken certain actions to promote thoughtful Board refreshment as discussed below.

Director Retirement Policy

The Company’s Corporate Governance Guidelines provide that no director may serve beyond the date of the first annual meeting of shareowners following her or his 75^th birthday. Only under extraordinary circumstances, as determined by the Board, may a retired director remain as a director emeritus.

Board Succession Planning Activities

By the 2024 Annual Meeting of Shareowners, we expect at least three director retirements, including the two directors retiring at the Meeting, due to the mandatory retirement age. With these expected retirements, the NCGC has been actively engaged in board refreshment and succession planning, including retaining the services of Trewstar Corporate Board Services. The NCGC is responsible for considering the long-term composition of the Board and believes in balancing the value of industry knowledge and experience from longer-tenured directors with the new perspectives and fresh ideas that come from adding new directors to the Board. The NCGC also closely considers the pacing of expanding the Board so that new additions have sufficient overlap with longer-tenured directors to learn the business and understand the operations and culture of the Board.

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Board Leadership Structure

The Board does not have a policy on whether the roles of the Chief Executive Officer and Chair of the Board should be separate or, if they are to be separate, whether the Chair should be independent. Given our current circumstances and operating strategies, we believe having a separate Chair of the Board and Chief Executive Officer, supported by independent standing Board committees, is the most appropriate structure for our shareowners and us and demonstrates clear leadership to our employees, shareowners and other stakeholders. Nevertheless, the Board believes that the absence of a policy requiring either the separation or combination of the roles of Chair and Chief Executive Officer provides the Board with the flexibility to determine the best leadership structure in the future. As part of the Board’s annual assessment process, the Board evaluates our board leadership structure to ensure it remains appropriate.

Mr. Correll has served as our independent Chair of the Board since January 2020.

As our independent Chair of the Board, Mr. Correll ensures that the independent directors play a leading role in our current leadership structure. The Chair of the Board is in frequent contact, and regularly consults with, Mr. Westhoven, our Chief Executive Officer. The Chair of the Board is elected annually by the independent directors and ensures that the Board operates independently of management and that shareowners have an independent leadership contact. The Chair of the Board also presides over the executive sessions of the non-management directors.

The Board has four standing Committees: the Audit Committee, the LDCC, the NCGC and the Executive Committee. With the exception of the Executive Committee, each committee is composed solely of independent directors.

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Board’s Role in Risk Oversight

The Board is responsible for our risk oversight. In particular, the Board reviews and oversees our various financial policies, financing programs, capital and operating plans, benefit plan management, safety, technology projects and certain risk management policies.

Management is responsible for our risk management, including providing oversight and monitoring to ensure our policies are carried out and processes are executed in accordance with our performance goals and risk tolerance.

Our management team holds regular meetings to identify, discuss and assess financial risk from current macro-economic, industry and company perspectives.

The Board’s three active standing committees are responsible for risk oversight within their respective areas of responsibility. Each committee regularly reports to the Board on these matters. Generally, the Board’s committees and subsidiary boards of directors oversee the risks detailed below.

Audit Committee

As part of its regular reporting process, management reports to and reviews with the Audit Committee our material risks, including proposed risk factors and other public disclosures, mitigation strategies, and our internal controls over financial reporting.

The Audit Committee also engages in periodic discussions with the Chief Financial Officer and other members of management regarding risks, as appropriate. The Audit Committee established an internal Risk Management Committee (“RMC”) to develop, implement and enforce risk management procedures for NJRES, NJNG and NJRCEV, and to continuously monitor our credit risk management, risks related to trading positions, and trading risk policies and procedures applicable to those entities. The RMC comprises individuals from our affiliated companies who meet approximately once a month and provides periodic reports to the Audit Committee. The RMC’s duties include evaluating the effectiveness of existing credit policies and procedures, reviewing material transactions and discussing emerging issues.

The Audit Committee continues to monitor cybersecurity risks, with a focus on major financial and cybersecurity risk exposures and the steps management has taken to monitor and control such exposures, including our risk assessment and risk management policies. The Audit Committee receives updates at least quarterly on technology upgrades and enhancements that impact the assessment of risk.

Leadership Development and Compensation Committee

The LDCC considers risks relating to succession planning, human resources, and human capital management, and risks that may result from our executive compensation programs.

Nominating/Corporate Governance Committee

The NCGC considers risks related to corporate governance structure, board refreshment and succession planning, corporate governance policies and practices, and risks related to environmental stewardship, sustainability and corporate social responsibility. The NCGC is also specifically tasked with overseeing ESG initiatives, sustainability initiatives, climate change strategies, and ensuring NJR’s ESG strategy is integrated into Company-wide strategic planning. In addition to regular engagement with management, the NCGC reviews and provides input on the annual Sustainability Report from management setting forth NJR’s progress towards its commitment to a clean energy future and to being a leader in helping to achieve society’s climate and emission reduction goals and other governance matters. This includes, but is not limited to, reporting on climate change scenario planning, emission reduction goals, strategies for driving innovation in decarbonized fuel and diversity, equity and inclusion. While the NCGC has primary oversight over ESG initiatives, the interdisciplinary nature of these issues leads every standing committee of the Board to consider the Company’s efforts in managing these topics.

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NJNG Board of Directors

The board of directors of NJNG, our principal wholly-owned subsidiary, is composed largely of non-management directors and enhances our operational and financial risk oversight. The NJNG board of directors typically meets on the same day as the Board and shares the same Chair as the NJR Board, Mr. Correll. In addition to Mr. Correll, the NJNG board includes Mr. DeGraffenreidt, Mr. Evans, Ms. Hardwick, Ms. Taylor and Mr. Westhoven. Mr. Evans will retire from the NJNG board at the Meeting.

Other Subsidiary Boards of Directors

The boards of directors of NJR’s wholly-owned subsidiaries other than NJNG are made up of management directors. The Board provides operational and financial risk oversight to the Company’s principal subsidiaries, and frequently discusses material risks and operations of those businesses.

Board’s Role in Human Capital Management

Our Board believes that human capital management is an important component of our continued growth and success and is essential to our ability to attract, retain and develop talented and skilled employees. We pride ourselves on a culture that respects co-workers and values concern for others. Fostering a culture and environment that values diversity and ethics helps create an inclusive organization where we embrace, leverage and respect the differences of our employees, customers and the communities where we live, work and serve.

Management regularly reports to the LDCC on human capital management topics, including corporate culture, diversity, equity and inclusion, employee development, and compensation and benefits. Additionally, our Diversity and Inclusion website provides detailed reporting on the demographic make-up of our workforce and includes a link to our EEO-1 report at https://www.njresources.com/pdf/ eeo1_wall_go_corporate_2021.pdf. The LDCC has regular involvement in talent retention and development, and succession planning, and the Board provides input on important decisions in each of these areas. The Board has primary responsibility for Chief Executive Officer succession planning and monitors management’s succession plans for other key executives. The Board believes that maintaining a strong management team is the best way to prepare for an unanticipated executive departure.

Periodically we conduct an employee feedback survey designed to help us measure overall employee engagement. The feedback employees provide during the survey helps us evaluate employee programs and benefits and monitor our current practices for potential areas of improvement. Our LDCC reviews the results of that survey.

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Information About the Board’s Committees

The Board has four standing committees to assist with the performance of its responsibilities. Each committee (except the Executive Committee) operates under a written charter that is available on our website at investor.njresources.com under the caption “Corporate Governance.” All members of every committee except the Executive Committee are independent as defined in the NYSE listing standards and our own independence standards.

AUDIT COMMITTEE
Members: ● Gregory E. Aliff (Chair) ● Donald L. Correll ● James H. DeGraffenreidt, Jr. ● Robert B. Evans* ● M. Susan Hardwick ● Thomas C. O’Connor ● George R. Zoffinger Meetings Held: Seven *Until January 1, 2023	INDEPENDENCE
	All members meet the additional independence requirements prescribed by the NYSE and the SEC for members of an audit committee.
	ADDITIONAL QUALIFICATIONS
	All members are “financially literate” and have accounting or related financial management expertise, as such terms are interpreted by the Board in its business judgment. The Board has also determined that each member of the Audit Committee is an “audit committee financial expert,” as such term is defined in SEC rules.
	RESPONSIBILITIES
	● Oversees management’s responsibilities for accounting, internal control over financial reporting and financial reporting ● Selects, appoints, compensates and oversees the independent registered public accounting firm; approves the retention of, and retains, such firm, for any other purposes; and approves the audit and non-audit fees we pay to such firm ● Reviews the scope and the results of the work of the independent registered public accounting firm and internal auditors ● Reviews the adequacy of internal control over financial reporting ● Monitors major financial risk and cybersecurity risk exposures ● Prepares the Audit Committee Report The functions and responsibilities of the Audit Committee are described in more detail in the “Audit Committee Report.”

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LEADERSHIP DEVELOPMENT AND COMPENSATION COMMITTEE
Members: ● Sharon C. Taylor (Chair) ● Donald L. Correll ● Jane M. Kenny ● Thomas C. O’Connor ● David A. Trice* Meetings Held: Four *Until January 1, 2023	INDEPENDENCE
	The Board has determined that all members meet the additional independence requirements prescribed by the SEC and the NYSE for members of a compensation committee. No member of the LDCC was at any time an officer or employee of the Company or any of our subsidiaries or is related to any other member of the LDCC, any other member of the Board, or any executive officer of the Company.
	RESPONSIBILITIES
	● Oversees the performance and qualifications of senior management and interprets, implements and administers the annual compensation and benefits for all of the Company’s and our subsidiaries’ officers ● Reviews and approves financial corporate goals and objectives relevant to compensation of our Chief Executive Officer and other executive officers ● Evaluates the performance of our Chief Executive Officer and our other executive officers in light of those goals and objectives ● Oversees strategies related to human capital management, including with respect to diversity, equity and inclusion initiatives, pay equity, talent and performance management and employee engagement ● Determines and approves compensation levels for our Chief Executive Officer and our other executive officers based on this evaluation ● Makes recommendations to the Board with respect to annual and long-term incentive compensation plans; and evaluates the performance of, and determines the salaries, incentive compensation and executive benefits for officers ● Administers our equity-based and other executive compensation plans ● Oversees our leadership development, including by reviewing our succession planning for senior management, officer promotions and affirmative action and diversity plans ● Reviews all our executive compensation policies and procedures, including the incentives that they create and factors that may reduce the likelihood of excessive risk taking, to determine whether they present a significant risk to us ● Follows regulatory and legislative developments and considers corporate governance best practices ● Prepares the Report of the LDCC
	For additional information regarding the compensation-related activities of the LDCC, see the sections entitled “Compensation Discussion and Analysis” and “Report of the Leadership Development and Compensation Committee.”

The Chair of the LDCC works with our Chief Executive Officer, Senior Vice President and Chief Human Resources Officer and our Senior Vice President and General Counsel to establish the agenda for LDCC meetings. The Senior Vice President and Chief Human Resources Officer and management personnel reporting to her prepare data and materials for review by the LDCC using market data from both broad-based and targeted national and regional compensation surveys. Competitive industry analysis is enhanced through review by the LDCC’s independent compensation consultant of peer company proxy data, information from professional research consortia, and nationally recognized compensation databases.

The LDCC reviews the performance and compensation of our Chief Executive Officer with input from the full Board (in the form of written evaluations) and our Chief Executive Officer’s self-evaluation. The LDCC approves the compensation of the other executive officers based upon the evaluation and recommendation of our Chief Executive Officer and its own review of each executive officer’s individual performance highlights. When it deems appropriate, the LDCC engages its independent compensation consultant or other appropriate advisors to analyze compensation trends and competitiveness of pay packages.

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Our Board remains focused on its responsibilities in the areas of succession planning and talent development to ensure strong internal leadership capabilities that will support NJR’s strategic plan. The Chief Executive Officer provides a review of the performance and long-term leadership potential of our team, including possible succession candidates for key leadership positions. The Board engages outside resources as needed to assist with the succession planning process. The Board also has developed a confidential plan for emergency succession in the event the Chief Executive Officer or certain other executive officers are unable to perform their duties.

NOMINATING/CORPORATE GOVERNANCE COMMITTEE
Members: ● Jane M. Kenny (Chair) ● Gregory E. Aliff* ● James H. DeGraffenreidt ● Sharon C. Taylor ● David A. Trice** ● George R. Zoffinger Meetings Held: Five *Effective January 1, 2023 **Until January 1, 2023	RESPONSIBILITIES
	● Assesses the corporate needs for an effective Board ● Makes recommendations to the Board regarding Board composition, size, compensation, skills and talent needs ● Identifies individuals qualified to be directors, consistent with the criteria approved by the Board and set forth in the Corporate Governance Guidelines (for information on the nomination process see “Director Nominations and Evaluations Processes”) ● Leads the annual self-evaluation performance review of the Board ● Recommends to the Board the selection of nominees for election to the Board ● Recommends to the Board the individual directors to serve on the committees of the Board ● Recommends to the Board corporate governance guidelines and oversees related governance matters ● Advises the Board on environmental stewardship, sustainability and matters that impact corporate social responsibility, advocacy and our reputation, including the Company’s sustainability reporting ● Fulfills its oversight responsibility for risk management by periodically assessing and responding to, as appropriate, material risks that may arise in connection with governance structures and processes For information on how to nominate a director see “Director Nominations and Evaluations Processes.”

EXECUTIVE COMMITTEE
Members: ● Donald L. Correll (Chair) ● Gregory E. Aliff ● Jane M. Kenny ● Sharon C. Taylor ● Stephen D. Westhoven Meetings Held: None	RESPONSIBILITIES ● During the interval between meetings of the Board, the Executive Committee is authorized under our Bylaws to exercise all powers of the Board, unless specifically directed otherwise by the Board or otherwise proscribed by law.

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Corporate Governance Guidelines

The Board has adopted Corporate Governance Guidelines that set forth the practices of the Board, including the following:

Compensation Committee Interlocks and Insider Participation

No member of the LDCC was at any time an officer or employee of the Company or is related to any other member of the LDCC, any other member of the Board or any executive officer of the Company.

Code of Business Conduct and Ethics

The Board has adopted a Code of Conduct that applies to all directors, officers, employees, temporary employees, agents, contractors and vendors of the Company. The Code of Conduct, which was most recently revised in April 2022 also satisfies SEC rules that require a code of conduct specifically for the principal executive officer and senior financial officers. The Board has also adopted a Wholesale Trading Code of Conduct, which applies to all officers, employees, agents and others authorized to act on the Company’s behalf who are directly or indirectly involved in the submission of offers or bids to buy or sell natural gas or pipeline or storage capacity. Together, these two codes of conduct form the foundation for compliance with all corporate policies and procedures, an open relationship among colleagues that contributes to good business conduct, and the high integrity level of our employees. These codes of conduct cover all areas of professional conduct, including employment policies, conflicts of interest, intellectual property and the protection of confidential information, as well as strict adherence to all laws and regulations applicable to the conduct of our business. Copies of these codes of conduct are available on our website at investor.njresources.com under the caption “Corporate Governance.”

Communications with the Board

Any shareowner or interested party wishing to communicate with the Chair, the non-management directors, any Board committee or specific individual director on an anonymous basis may do so by calling Ethicspoint, Inc., an unaffiliated toll-free hotline service, at 1-866-384-4277 or by submitting a report via a secure website at https://njr.ethicspoint.com/. Ethicspoint, Inc. will then forward all communications to the General Counsel and Chief Compliance Officer, the Chair of the Audit Committee, and the Chair of the Board by the next business day. In addition, any shareowner may communicate in writing to non-management directors by mailing communications to them c/o New Jersey Resources Corporation, 1415 Wyckoff Road, P.O. Box 1468, Wall, New Jersey 07719, Attention: Chair of the Board, Donald L. Correll. The Chair of the Board and his duly authorized agents are responsible for collecting and organizing shareowner communications with the Board.

Each credible complaint that is received will be reviewed and investigated by one or more of the General Counsel and Chief Compliance Officer, the Chair of the Audit Committee and the Chair of the Board, or such other person that the Chair of the Board determines to be appropriate, unless the Board creates a separate sub-committee to handle the investigation.

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Director Compensation

The Board, at the recommendation of the NCGC, sets compensation for directors who are not employees of either the Company or our subsidiaries. Compensation of the non-employee directors is determined pursuant to the Non-Employee Director Compensation Plan, as amended, which was enacted pursuant to the 2017 Stock Award and Incentive Plan (the “2017 Plan”). The NCGC reviews the form and amount of compensation of non-employee directors at least once a year to ensure the directors are being compensated appropriately. In September 2021, the NCGC considered a competitive review of director compensation among the Company’s peer group companies that was prepared by Frederic W. Cook & Co., Inc. (“FW Cook”), an independent compensation consultant. For information on the peer group, see “The Compensation Review Process—Fiscal Year 2022 Peer Group” and see “The Compensation Review Process—Role of Compensation Consultant” for more information on FW Cook and its role.

Based on FW Cook’s review, which captured trends and recent developments as well as market data, the NCGC recommended and the Board approved effective January 1, 2022, an increase in the value of the annual Restricted Stock Unit (“RSU”) retainer from $110,000 to $115,000 and an increase in each of the Non-Executive Chair cash retainer and RSU retainer from $40,000 to $50,000.

Compensation for directors who were not officers of the Company or our subsidiaries is detailed in the below table.

Generally, we do not pay meeting fees to the directors. However, in the event of extraordinary circumstances resulting in an unusually high number of Board or committee meetings in a given year, the Board retains discretion to pay an additional per meeting fee of $1,500 to each attending non-employee director that is a member of such Board or committee.

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Directors’ Deferred Compensation Plan

Non-employee directors of the Company are eligible to defer up to 100 percent of their Board compensation under the NJR Directors’ Deferred Compensation Plan (the “Directors’ Deferred Compensation Plan”). This includes the deferral of the payment of annual Board and committee retainers, and Board meeting fees and committee meeting fees, if any. At the director’s election, deferred amounts are credited to either an “interest account” or a “stock account.”

If deferred amounts are credited to a stock account, such account initially is credited with a number of shares based on the closing price of our Common Stock on the date we allocate such fees (no later than 90 days after the deferred fees would have been paid) and thereafter is credited with additional shares based on the deemed reinvestment of dividends. An interest account is credited monthly with interest at a rate equal to the Prime Rate listed in the Wall Street Journal plus two percent, based on the average daily balance credited to the account for that month. The rate is adjusted on a monthly basis. At the election of participating directors, deferred balances in the stock and interest accounts are payable within five years of deferral, or after termination of Board service in a lump sum or in installments over a period not to exceed five years after termination of Board service.

Fiscal Year 2022 Director Compensation

The following table presents information relating to total compensation of our non-employee directors for the fiscal year ended September 30, 2022.

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Non-Employee Director Share Ownership Guidelines

All non-employee directors are required to own shares of our Common Stock with a market value equal to five times the annual cash retainer. This requirement is designed to ensure that non-employee directors acquire and retain a meaningful and significant ownership interest in the Company during their tenure on the Board to foster a mutual interest between Board members and shareowners of the Company. We expect non-employee Board members to retain at least 50 percent of the Common Stock received from the Company as part of their annual stock retainer until they meet the share ownership requirements. All of our non-employee directors are in compliance with these guidelines.

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STOCK OWNERSHIP

Principal Shareowners

The following table sets forth, as of November 29, 2022, certain information with respect to the beneficial ownership of shares of Common Stock by each person or group we know to beneficially own more than five percent of the outstanding shares of such stock.

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Directors and Executive Officers

The following table sets forth, as of November 29, 2022, the beneficial ownership of our Common Stock of each of the directors, each of our executive officers listed in the Summary Compensation Table below, and all of our directors and executive officers as a group. Except as otherwise noted, each person has sole voting and investment power as to his or her shares (or shares such powers with his or her spouse). The beneficial ownership of each director and executive officer is less than one percent of the outstanding shares. The shares owned by all such persons as a group constitute approximately 0.72 percent of the total shares of Common Stock outstanding.

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The following table presents information, as of September 30, 2022, with respect to equity compensation plans under which shares of Common Stock are authorized for issuance.

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COMPENSATION DISCUSSION AND ANALYSIS

This discussion and analysis of our compensation program for named executive officers should be read in conjunction with the tables and text elsewhere in this Proxy Statement that describe the compensation awarded to, earned by, or paid to the named executive officers.

Executive Summary

The Compensation Discussion and Analysis explains the process the LDCC of the Board uses to determine compensation and benefits for the following individuals, who were our “named executive officers” for the fiscal year ended September 30, 2022, and to provide the rationale and context for those compensation decisions.

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Compensation of our named executive officers is determined under our compensation and benefits program for senior executives, which is governed by the LDCC. Information with respect to the LDCC can be found on page 27 of this Proxy Statement.

The LDCC believes that the shareowner vote confirms the philosophy and objective of linking our executive compensation to performance, our commitment to stakeholders, enhancement of our shareowner value and executive leadership. We view this level of shareowner support as an affirmation of our current pay practices and, as a result, no significant changes were made to our executive compensation pay practices for fiscal year 2022. Our Board and the LDCC will continue to consider the outcome of the Company’s say-on-pay votes when making future compensation decisions for the named executive officers.

Our Guiding Philosophy

Our compensation philosophy is guided by the principle of pay-for-performance. While aligning each executive’s compensation with our short-term and long-term business goals, we aim to provide the incentives needed to attract, motivate, reward and retain our management talent, which is crucial to our long-term success.

Developments in our Executive Compensation Program for Fiscal Year 2022

During fiscal year 2022, we undertook our annual review of our executive compensation practices to ensure that our plans and practices support the goals of the organization and are competitive with industry practice, and consistent with the best interests of our shareowners. As a result of that review, the LDCC made no significant changes to the executive compensation program, which features the following:

To implement our pay-for-performance philosophy, the LDCC set reasonable but rigorous goals for our 2022 OIP and performance share units granted to our named executive officers.

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Fiscal Year 2022 Performance Highlights

Delivering Strong Financial Results

Strong Performance Across Our Business Units

It was a strong year for NJR. We reported fiscal 2022 NFEPS, of $2.50, which represents a 16% increase compared to last year. We took advantage of tightening in energy markets across our portfolio of businesses, allowing us to raise NFEPS guidance two times during fiscal year 2022.

New Jersey Natural Gas

NJR Clean Energy Ventures

NJR Energy Services

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Storage and Transportation (“S&T”)

NJR Home Services (“NJRHS”)

Key Compensation Corporate Governance Practices

The LDCC and our NCGC continuously review evolving practices in executive compensation and corporate governance. We have adopted certain policies and practices that we believe are consistent with industry best practices.

WHAT WE DO
	Use an appropriate balance between short-term and long-term compensation.
	Use multiple performance metrics under the 2022 OIP to encourage executives to focus on financial and operational goals important to the Company and other stakeholders.
	Link realized value from long-term equity incentives to absolute and relative stock price performance.
	Link annual short-term incentive compensation directly to certain environmental and social goals through our Commitment to Stakeholders.
	Conduct an annual review and assessment of potential and existing risks arising from our compensation programs and policies.
	Maintain meaningful share ownership guidelines for our directors and executive officers.
	Subject cash and equity incentive compensation paid to our executive officers to our Compensation Recoupment Policy (“Clawback Policy”).
	Prohibit hedging and pledging of our stock by our directors, officers and employees.
	Require a “double trigger” for acceleration of equity award grants following a change of control.
	Engage an independent advisor, who performs no other work for the Company, to advise the LDCC on executive compensation matters and the NCGC on director compensation matters.

WHAT WE DO NOT DO
	Enter into employment agreements with any executive officer or guarantee any executive officer a minimum base salary, bonus or equity awards.
	Provide executive officers any excise tax payment or tax gross-up for change of control-related payments, or a tax gross-up on any perquisites.
	Provide excessive perquisites.
	Allow repricing of stock options or buyout of underwater stock options without shareowner approval.

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Principles of Our Compensation Framework

The LDCC believes that the compensation program for executive officers should reward the achievement of our short-term and long-term objectives and that compensation should be related to the value created for our shareowners. Furthermore, the compensation program should reflect competitive and best practices in the marketplace. The following objectives serve as the LDCC’s guiding principles for all compensation decisions.

Elements of Our Compensation Program for Named Executive Officers

The table below describes each element available in our compensation program for executives and briefly explains how it promotes our objectives. We believe the combination of these elements provides an appropriate balance of rewards, incentives and benefits to our executives; enables us to meet our desired compensation objectives; strengthens our ability to attract and retain highly qualified individuals, and appropriately links pay to performance.

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The Compensation Review Process

How We Approve Compensation Measures

Our planning process begins in May (the third quarter of our fiscal year) when management identifies financial and operational goals, performance measures, and action plans that are tied to our Commitment to Stakeholders and that will be executed by the business units. These goals, performance measures, and action plans are approved by management in August (the fourth quarter of our fiscal year) for the following fiscal year and are typically presented to the Board in September for approval. Once approved by the Board, the financial and operational goals become the compensation measures for the executive officers and are the foundation for our Commitment to Stakeholders. These measures are communicated to the entire organization through the performance planning and evaluation process and through management presentations to employees.

Role of the LDCC and the Chief Executive Officer

Governance of our compensation program is the responsibility of the LDCC, which consists solely of independent directors. The LDCC works with management, in particular our Chief Executive Officer and the Senior Vice President and Chief Human Resources Officer, in making decisions regarding our compensation program. The LDCC reviews and considers all elements of executive compensation in setting policies and determining compensation amounts. The Chief Executive Officer is responsible for recommending to the LDCC the compensation amounts for each of our named executive officers, other than himself. Mr. Westhoven attended meetings of the LDCC, but did not participate in the portion of the meetings when his compensation or performance was discussed during fiscal year 2022.

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Role of Compensation Consultant

The LDCC is authorized to retain experts, consultants and other advisors to aid in the discharge of its duties. For fiscal year 2022, the LDCC retained FW Cook as its independent compensation consultant. All work completed by FW Cook is subject to the approval of the LDCC. The independent compensation consultant’s role, with respect to the LDCC, is to provide independent advice and counsel. The independent compensation consultant was retained to (i) assist in gathering and analyzing market data, (ii) advise the LDCC on compensation standards and trends, (iii) provide an annual risk assessment of our compensation policies, and (iv) assist in the implementation of policies and programs. In May 2022, after considering the relevant factors, including those prescribed under SEC and NYSE rules, the LDCC determined that FW Cook had no other financial ties to the Company or our management and the work FW Cook did not have any conflicts of interest.

Prior to each meeting of the LDCC, the independent compensation consultant meets with the Chief Executive Officer or his executive officer designee and the Chair of the LDCC, followed, as deemed necessary by the LDCC Chair, by a private meeting with only the LDCC Chair. The LDCC also periodically meets in executive session with its independent compensation consultant to discuss our compensation program. During fiscal year 2022, the independent compensation consultant periodically met with management at the direction of the LDCC, participated in LDCC meetings, reviewed materials in advance of meetings, provided data to the LDCC on market trends and overall compensation design, and reviewed recommendations for base salary and annual short-term and long-term equity incentive awards for our named executive officers.

Peer Group Analysis

So that we can successfully attract and retain the high-quality executive talent critical to our long-term success, we intend that the levels of compensation available to executive officers who enhance corporate value are competitive with the compensation offered by publicly held companies that are similar to us with regard to size and industry focus. To understand the competitive market for pay and set the compensation terms for our program, we analyze the compensation programs of a peer group of companies.

Fiscal Year 2022 Peer Group

In July 2021, with assistance from FW Cook, the LDCC undertook a comprehensive review of the peer group for fiscal year 2021 compensation and did not make any changes for fiscal year 2022. The following companies were included based on business model, similarities, size and other growth and business factors to form the peer group for fiscal year 2022 compensation (the “2022 Peer Group”):

Peer Group Positioning as of October 15, 2022

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Establishing Total Direct Compensation

Total direct compensation is the sum of base salary, annual short-term incentive awards and long-term equity incentive awards. A significant portion of each named executive officer’s compensation consists of performance-based incentive awards, which only pay out to the extent the Company (or in some cases, the individual) achieves predetermined financial and strategic performance goals. The at-risk portion of total direct compensation provides higher pay for above-target levels of performance and lower pay for performance below target levels.

In setting each named executive officer’s total compensation opportunity, the LDCC does not set total direct compensation or the component parts at levels designed to achieve a mathematically precise market position. Instead the LDCC reviews all components of each named executive officer’s total direct compensation to ensure such compensation meets the goals of the program. As a part of this review, the LDCC considers corporate performance, compensation survey data, the advice of its independent consultant, and the recommendations of management. The LDCC considers individual and overall Company operating performance to ensure executive compensation reflects past performance as well as future potential, and adequately differentiates among employees based on the scope and complexity of each employee’s job position, market comparisons, individual performance and experience, and overall affordability. Our Chief Executive Officer’s performance, and the performance of each other named executive officer, is evaluated in light of our overall performance (as described in greater detail below) and non-financial goals and strategic objectives approved by the LDCC and the Board. Based on its latest review, the LDCC believes total compensation for each of the named executive officers is reasonable.

The following table shows the target total direct compensation opportunity that the LDCC approved for fiscal year 2022.

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Components of Compensation

Base Salary

Our Chief Executive Officer recommends base salary increases for our named executive officers other than himself. These recommendations are subject to review and approval by the LDCC and the Board. Base salary increases for our Chief Executive Officer are recommended by the LDCC and approved by the independent members of the Board. In setting the base salary level of each executive officer, the LDCC considers marketplace compensation data compiled and presented by its independent compensation consultant, as well as the executive’s experience level, demonstrated capabilities, time and placement in position, our geographic region, and the actual performance of the Company and the executive. No particular weight is assigned to any one factor. The following are the base salaries for each of the named executive officers as of October 1, 2021. In November 2021, the Board approved increases in base salary for the named executive officers (of up to 13.64 percent), effective January 1, 2022.

Annual Short-Term Incentive Awards

We maintain a strong link between performance and pay within our executive compensation program by emphasizing incentives and using financial, operational and leadership measures, which we believe are key drivers of long-term value creation for shareowners. The LDCC reviews and approves the annual performance objectives for the Company and our named executive officers at the start of each fiscal year. In November 2021, the LDCC approved the 2022 OIP.

2022 OIP Annual Short-Term Incentive Awards

Under the 2022 OIP, the LDCC first established a performance hurdle (“2022 OIP Performance Hurdle”). Generally, no awards would be paid to officers under the 2022 OIP unless the 2022 OIP Performance Hurdle was achieved. For fiscal year 2022, the LDCC established the 2022 Performance Hurdle in November 2021 of $160.6 million in NJR NFE, which was 75 percent of the NJR target NFE amount for fiscal year 2022 of $214.1 million and $93.8 million in NJNG NFE, which was 75 percent of the NJNG target NFE amount for fiscal year 2022 of $125.3 million. NFE is explained below under “Net Financial Earnings Component.”

The LDCC reserves the ability to modify, based upon its qualitative assessment, any annual short-term incentive award payable under the 2022 OIP, based upon the recommendations of the Chief Executive Officer and subject to the maximum payout limit. Our Chief Executive Officer also may recommend special recognition awards to named executive officers (other than himself) who have made

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significant contributions and have demonstrated a sustained level of outstanding performance. The LDCC may approve these recommended awards, and also may approve special recognition awards to the Chief Executive Officer. The Chief Executive Officer engages in extensive discussions, evaluation and review of his recommendations with the LDCC to reach a consensus on the annual short-term incentive awards.

The Chief Executive Officer uses the criteria set forth in the 2022 OIP to guide his recommendations of the target annual short-term incentive awards for the named executive officers, other than himself, to the LDCC. Each named executive officer’s annual short-term incentive award is based 50 percent on our NFE, 30 percent on the named executive officer achieving an individual leadership component, and 20 percent on the Company meeting the goals of an overall Commitment to Stakeholders component. Each of these criteria is described below. These criteria are used to balance our focus on affordability with the use of non-financial metrics that are leading indicators of the creation of long-term shareowner value. While these criteria serve as guidelines, the Chief Executive Officer has discretion to recommend a modification of the actual short-term incentive awards for each of the named executive officers (other than himself) to the LDCC. The target percentage of base salary for the annual short-term award opportunity for each of our named executive officers is set forth below.

Net Financial Earnings Component

NFE represents net income excluding the accounting impact and resulting volatility in our GAAP earnings due to unrealized gains and losses from certain derivative instruments, net of applicable tax adjustments. NFE is not an alternative to a measure of liquidity or financial performance derived from GAAP, such as earnings per share. We use NFE as a key performance measure for compensation purposes because we believe it strongly encourages capital discipline and better investment decisions and leads to enhanced cash flow and shareowner value. As our chief operating decision

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maker, our Chief Executive Officer uses NFE as a measure of profit or loss in measuring the results of our operations. For a full discussion of NFE and a reconciliation to net income, please see Appendix A.

Generally, no annual short-term incentive award is payable to our named executive officers under the 2022 OIP unless we achieve the 2022 OIP Performance Hurdle. However, the LDCC retains the ability to pay an annual short-term incentive award even if we do not achieve the 2022 OIP Performance Hurdle as there may be circumstances under which the LDCC may decide that an annual short-term incentive award is still appropriate.

For fiscal year 2022, the target NFE amount for NJR, which was applicable to Messrs. Westhoven, Bel, Reich and Ms. Cradic, was $214.1 million. Therefore, the Minimum NFE applicable to them was $160.6 million. The fiscal year 2022 NFE target was based on an annual compound annual growth rate consistent with our NFE guidance from fiscal year 2020 through fiscal year 2022.

The 2022 OIP allows the LDCC to approve the exclusion of certain expenses in excess of budgeted amounts from the calculation of NFE for purposes of the NFE component of the annual short-term incentive award formula (“NJR Adjusted NFE”). These adjustments are designed to allow us to make investments and expenditures in years with strong financial performance at NJR without penalizing our executives.

NJR’s actual NFE for fiscal year 2022 was $240.3 million. NJR’s adjusted NFE, excluding expenses in excess of budgeted amounts approved by the LDCC, was $252.8 million. The adjustments excluded expenses related to our charitable contributions, discretionary bonuses to non-executive employees and operations and maintenance expenses outside of NJR’s budget. The target NFE for NJNG, applicable to Mr. Migliaccio was $125.3 million. The Minimum NFE applicable to his short-term incentive award was $93.8 million.

The graphs below show the performance/payout curve for the NFE component of the annual short-term incentive awards applicable to NJR (for Messrs. Westhoven, Bel, Reich and Ms. Cradic) and NJNG (for Mr. Migliaccio). Payouts for performance between the stated percentages are interpolated.

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Leadership Component

The LDCC assesses the leadership component for our Chief Executive Officer based on a review of his performance considering his specific individual objectives for the past fiscal year. The leadership component for the other named executive officers is determined based on our Chief Executive Officer’s review of established business unit initiatives and individual performance assessments, which is then discussed and ratified by the LDCC. As part of his review, our Chief Executive Officer seeks and considers specific examples of how each named executive officer met the applicable objectives.

Commitment to Stakeholders Component

The CTS component of the annual short-term incentive award is determined based on a subset of the 71 specific performance measures (the “CTS Performance Measures”) that the LDCC views as important to our stakeholders. These measures, encompass a broad range of our activities that are not necessarily reflected in our financial metrics, including many that relate to our sustainability efforts. The CTS Performance Measures are company-wide and fall into the following five categories:

The CTS Performance Measures were established by a team of employees from across our business units through a process that began early in the third quarter of fiscal year 2021. The CTS Performance Measures were reviewed by our Chief Executive Officer and Chief Financial Officer, who made further revisions to and recommendations regarding the CTS Performance Measures, which were then approved by our Chief Executive Officer.

The LDCC and management use the CTS Performance Measures to measure our overall effort to provide our customers, shareowners, communities and other stakeholders with the highest quality service and performance. Each of the CTS Performance Measures is objective and quantifiable. For instance, one way we measure corporate citizenship is by calculating the total number of employee volunteer hours and the total number of people reached by our customer and community outreach programs using data compiled at each volunteer event.

For each of the CTS Performance Measures, a performance target was developed based upon historical Company information, peer information, comparative data, trends, and, in certain cases, benchmarks required by state regulations. Performance targets were set by the appropriate business unit leaders, reviewed by our Financial Planning & Analysis Department, and approved by our senior executive team, including our Chief Executive Officer. Once approved, the CTS Performance Measures and targets were published and distributed to our employees shortly after the beginning of fiscal year 2022.

Separately, the senior executive team recommended a subset of the CTS Performance Measures to the Chief Executive Officer and the LDCC for purposes of determining the CTS component of the executives’ annual short-term incentive award. The LDCC and the Board ultimately approved a final subset of six performance measures (the “2022 Performance Measures”), weighted equally. The 2022 Performance Measures intentionally include at least one

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significant measure from each of the five CTS categories to encompass a broad spectrum of our performance and enable the Chief Executive Officer and the LDCC to best gauge, on a company-wide basis, how well the executive management team is fulfilling the CTS.

When determining the CTS component of the annual short-term incentive award, the LDCC, in consultation with the Chief Executive Officer, establishes threshold, target and maximum performance levels for each of the Performance Measures. The threshold level reflects performance that was believed to be achievable; the target level reflects performance that was believed to be aggressive, but attainable; and the maximum level reflects performance that was believed to be attainable based on strong execution. Each of these Performance Measures is weighted equally and an overall average measurement is obtained. The overall average measurement reflects the average company-wide performance on the Performance Measures (each weighted equally) on a scale of 0 to 150 percent of the target goal and is used for purposes of determining the CTS component of the annual short-term incentive award. For example, if we were to meet the maximum of 150 percent of the target goal for each of the Performance Measures, the average company-wide performance amount would be 150 percent and result in 30 percent of target payout for this component.

Linking ESG Measures to Executive Compensation

We maintain a meaningful link between executive compensation and our sustainability efforts to create long-term value in areas such as safety, human capital management and corporate citizenship by including performance metrics in our Commitment to Stakeholders that reward executives for performance with respect to:
SAFETY	HUMAN CAPITAL MANAGEMENT	CORPORATE CITIZENSHIP
Emergency response time and DART incident rate	Diversity training efficacy	Employee volunteer hours

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The table below shows the six equally-weighted Performance Measures, and indicates our threshold, target and maximum performance levels, as well as our actual performance for each of the Performance Measures during fiscal year 2022:

The average company-wide performance equaled 124.1 percent of the target goals. This corresponded to a payout of 24.82 percent of the target payout amount for the CTS component of the annual short-term incentive award formula.

Actual Fiscal Year 2022 Annual Short-Term Incentive Award Payouts under the 2022 OIP

In November 2022, the LDCC reviewed our NFE against the 2022 OIP Performance Hurdle before considering whether each of the named executive officers other than Mr. Shea qualified for an annual short-term incentive award under the 2022 OIP as set forth below:

NFE Component

For fiscal year 2022, our NJR Adjusted NFE was $252.8 million, which corresponded to a payout amount equal to 72.6 percent of the total target annual short-term incentive award related to the NFE component for the named executive officers other than Mr. Migliaccio. We delivered better-than-expected results at NJRES, as well as positive results from our Basic Gas Supply Services (“BGSS”) incentive program at NJNG, resulting in a near maximum payout for the NJR named executive officers and a maximum payout for Mr. Migliaccio (due to NJNG NFE of $140.1 million exceeding the NJNG NFE target of $125.3 million) under the NFE component of the 2022 OIP calculated as follows:

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NFE COMPONENT CALCULATION

Leadership Component

Our Chief Executive Officer submitted individual leadership performance reviews for each of the named executive officers for discussion and consideration by the LDCC. The LDCC reviewed each named executive officer’s 2022 individual leadership results, including results for our Chief Executive Officer, and assessed these results against such named executive officer’s objectives. Below is a summary of certain 2022 individual performance highlights for each of our named executive officers other than Mr. Shea that were factored into their 2022 annual short-term incentive award.

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The Chief Executive Officer advised the LDCC that Mr. Bel, Ms. Cradic and Mr. Reich each achieved 133.3 percent of their leadership goals and Mr. Migliaccio achieved 125 percent of his leadership goals, which corresponded to a payout amount equal to 40 percent and 37.5 percent of their total target annual short-term incentive awards, respectively. The LDCC determined that Mr. Westhoven achieved 150 percent of his leadership goals, which corresponded to a payout amount equal to 45 percent of his total target annual short-term incentive award. We calculated the payout amount for the Leadership Component for each named executive officer as follows:

Mr. Shea did not have a target annual short-term incentive amount for fiscal year 2022.

CTS Component

We achieved 124.1 percent of our CTS targets, which corresponded to a payout amount equal to 24.82 percent of the total target annual short-term incentive award. We calculated this payout amount as follows:

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The LDCC reviewed (i) the results of the 2022 OIP for Mr. Westhoven and (ii) the results of the 2022 OIP for the other named executive officers based on the recommendations made by the Chief Executive Officer. The amounts of the annual short-term incentive awards for the named executive officers other than Mr. Shea, all of which were paid in cash, are set forth below.

Long-Term Equity Incentive Awards

Our primary objectives in granting long-term equity incentive awards are to encourage significant ownership of our Common Stock by management and to provide long-term financial incentives linked directly to the long-term performance of the Company. The LDCC believes that ensuring significant ownership of our Common Stock by senior management is the optimal way to align the interests of management and our shareowners. Our equity incentive program is effectively designed to further this objective.

In November 2021, after consulting with FW Cook, the LDCC determined that a portion of our executive officers’ total compensation should continue to be delivered in a mix of Time-Vested Restricted Stock Units and performance-based awards. For fiscal year 2022, the Board approved, pursuant to the recommendation of the Chief Executive Officer, the long-term incentive program granting four types of awards:

The performance share units and Performance-Based Restricted Stock Units granted to the President and Chief Executive Officer were entirely “at-risk,” because they will be forfeited if the applicable performance goals are not met. Approximately 50 percent of the shares that make up the awards to our other named executive officers were “at-risk,” while the remaining 50 percent of the awards were in the form of Time-Vested Restricted Stock Units. Equity awards were granted to promote retention of the named executive officers, while the FY 2022 TSR Performance Share Units benchmark our performance against an industry comparator group over an extended period of time and the FY 2022 NFE Performance Share Units measure our performance against cumulative NFEPS-based goals set by the LDCC.

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The graphic on the left below shows that 100 percent of Mr. Westhoven’s long-term incentive plan (“LTIP”) grants in fiscal year 2022 were performance-based equity grants. The graphic in the middle illustrates the split in the number of shares granted between Time-Vested Restricted Stock Unit grants and the performance-based equity grants to our named executive officers, other than Mr. Westhoven, in fiscal year 2022. The graphic below on the right shows the historical mix between the Time-Vested Restricted Stock Unit or deferred stock retention unit grants and performance-based awards to named executive officers between 2018 and 2022 based upon the number of shares granted. These graphics highlight our emphasis over the past five years on awarding a mix of performance-based awards, such as performance share units and Performance-Based Restricted Stock Units, and Time-Vested Restricted Stock Units or deferred stock retention unit awards. The actual value a named executive officer may receive will depend upon the number of shares received and the market price of our Common Stock at the time the awards vest.

In designing the long-term equity incentive program, the LDCC established the following key objectives:

With the exception of significant promotions and new hires, equity grants, including long-term equity incentive awards, generally are awarded at the first regularly scheduled LDCC meeting following the conclusion of the fiscal year. This timing enables us to consider the prior year performance of the Company and the participants and our expectations for the next performance period. The awards are made as early as practicable in our fiscal year to maximize the time period for the incentives associated with the awards. The LDCC approved the fiscal year 2022 long-term equity incentive awards on November 10, 2022.

FY 2022 TSR Performance Share Unit Awards

Each FY 2022 TSR Performance Share Unit is equal to one share of Common Stock. The FY 2022 TSR Performance Share Unit awards vest at the end of a 36-month performance period beginning on October 1, 2021, and ending on September 30, 2024, based on Company TSR versus a 17-company industry comparator group selected using objective screening criteria. The industry comparator group listed below, which includes U.S.-based natural gas and multi-utility companies with a market capitalization between one-fifth and five times that of NJR as of May 31, 2021, is used solely for purposes of this award. For reference, the TSR comparator group includes 13 of the companies that make up the fiscal year 2022 peer group used to benchmark compensation.

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The target awards to the named executive officers are shown below.

The number of FY 2022 TSR Performance Share Units earned will be determined as follows:

TSR is computed as follows:

TSR = (Price_end – Price_begin + Dividends) / Price_begin

Price_begin = the average of the closing share price of the Common Stock over the 20 trading days beginning October 1, 2021.

Price_end = the average of the closing share price of the Common Stock over the 20 trading days ending September 30, 2024.

Dividends = dividends or other distributions paid to shareowners with respect to the Common Stock with ex-dividend dates falling within the 36-month period between October 1, 2021, and September 30, 2024 (with cash dividends and other distributions deemed reinvested in shares of Common Stock as of the ex-dividend date based on the price of the Common Stock on that date).

FY 2022 NFE Performance Share Unit Awards

Each FY 2022 NFE Performance Share Unit is equal to one share of Common Stock. The FY 2022 NFE Performance Share Units vest, if at all, based upon our Cumulative NFEPS (defined below) over the 36-month period beginning on October 1, 2021, and ending on September 30, 2024. The NFEPS targets are based upon our three-year financial plan and are designed to challenge our executives by being aggressive, but achievable, and to encourage and reward continued growth in our NFE on a per share basis. The cumulative NFE Performance Share target of $7.42 represents an annual compound growth rate consistent with our long-term NFE guidance. The target awards to the named executive officers are shown below.

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The number of FY2022 NFE Performance Share Units earned will be determined based on the following table.

“NFEPS” is the NFE per basic share of Common Stock that the Company reports on a quarterly and annual basis to the public and in its quarterly reports on Form 10-Q and annual report on Form 10-K that are filed with the SEC.

“Cumulative NFEPS” is the sum of the annual NFEPS for the three fiscal years ended September 30, 2022, 2023 and 2024, calculated as follows:

Cumulative NFEPS = NFEPS_FY2022 + NFEPS_FY2023 + NFEPS_FY2024

The earned FY 2022 NFE Performance Share Units will be delivered to participants at the end of the performance period after the LDCC determines that the performance objectives have been met.

FY 2022 Performance-Based Restricted Stock Unit Awards

Mr. Westhoven was granted Performance-Based Restricted Stock Units (“PBRS”) that would vest in up to three equal installments on September 30, 2022, September 30, 2023, and September 30, 2024, if the performance goal of $1.69 NFEPS for the fiscal year ended September 30, 2022, was achieved.

The performance goal of $1.69 NFEPS for NJR for the fiscal year ended September 30, 2022, was met and certified by the LDCC on November 9, 2022. As a result, Mr. Westhoven earned 28,965 shares, of which 9,989 shares, including accumulated dividends, vested on November 9, 2022. Mr. Westhoven’s remaining shares will vest in equal installments in September 2023 and September 2024.

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FY 2022 Time-Vested Restricted Stock Units

The LDCC approved the following grant of Time-Vested Restricted Stock Unit awards to named executive officers other than Mr. Westhoven and Mr. Shea as recognition for performance during fiscal year 2021 and as a retention vehicle. These awards will vest in up to three equal installments on September 30, 2022, September 30, 2023, and September 30, 2024. The LDCC values Time-Vested Restricted Stock Unit awards at the fair market value of the number of shares of our Common Stock on the date of grant.

Deferred Stock Retention Unit Awards to Named Executive Officers

In recognition of their individual promotions, accompanying additional responsibility and NJR’s outstanding performance during fiscal year 2021, the LDCC awarded performance recognition awards, in the form of long-term deferred stock retention unit awards, to Mr. Bel and Mr. Reich. In addition, Mr. Shea received deferred stock retention units as part of his fiscal 2021 annual incentive award. These long-term deferred stock retention unit awards also are designed to promote retention and protect our investment in human capital by providing disincentive to executives to leave us for a competitor and to align the interests of our named executive officers with the long-term interests of our shareowners by linking compensation to changes in Company stock price and dividend payments.

The deferred stock retention unit awards are denominated in dollars when granted and converted into deferred stock retention units based on our Common Stock price at the date of grant. At the end of the deferral period on October 15, 2024, the deferred stock retention units will be paid out in shares of our Common Stock on a one-for-one basis plus accrued dividends, provided the named executive officer complies with restrictive covenants, including non-competition and non-solicitation restrictions.

As set forth in the table below, on November 10, 2021, the LDCC granted the following deferred stock retention unit awards:

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FY 2020 NFE Performance Shares Vesting

In November 2019, the LDCC approved the grant to certain of our named executive officers of FY 2020 NFE Performance Share Unit awards with performance criteria based upon the Company’s cumulative NFEPS. Each FY 2020 NFE Performance Share Unit was equal to one share of Common Stock. The FY 2020 NFE Performance Shares were eligible for vesting based upon the Cumulative NFEPS over the 36-month period beginning on October 1, 2019, and ending on September 30, 2022. As illustrated in the tables below, 105 percent of FY 2020 NFE Performance Shares vested after our actual performance was certified by the LDCC as $6.73 per share.

“NFEPS” is the NFE per basic share of Common Stock that the Company reports on a quarterly and annual basis to the public and in its quarterly reports on Form 10-Q and annual report on Form 10-K that are filed with the SEC, as adjusted by the LDCC to remove the one-time benefit to NFE from the revaluation of NJR’s deferred tax assets and liabilities resulting from the Tax Cut and Jobs Act of 2017.

“Cumulative NFEPS” is the sum of the annual NFEPS for the three fiscal years ended September 30, 2020, 2021 and 2022, calculated as follows:

Cumulative NFEPS = NFEPS_FY2020 + NFEPS_FY2021 + NFEPS_FY2022

The table below shows the actual payouts for the named executive officers who received FY 2020 NFE Performance Share Unit awards based on the vesting percentage of 105 percent.

FY 2020 TSR Performance Shares Vesting

In November 2019, the LDCC approved the grant to certain of our named executive officers of FY 2020 TSR Performance Share Unit awards with performance criteria based on TSR performance relative to an industry comparator group. Each FY 2020 TSR Performance Share Unit was equal to one share of Common Stock. The FY 2020 TSR Performance Shares were eligible for vesting at the end of a 36-month performance period beginning on October 1, 2019, and ending on September 30, 2022, based upon our relative TSR versus the established comparator group used for compensation purposes at the time of grant. As illustrated in the tables below, none of the FY 2020 TSR Performance Shares vested. At the end of the performance period, our actual performance, as certified by the LDCC, was in the 61^st percentile.

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TSR was computed as follows:

TSR = (Price_end – Price_begin + Dividends) / Price_begin

Price_begin = the average of the closing share price of Common Stock over the 20 trading days beginning October 1, 2019

Price_end = the average of the closing share price of Common Stock over the 20 trading days ending September 30, 2022

Dividends = dividends or other distributions paid to shareowners with respect to the Common Stock with ex-dividend dates falling within the 36-month period between October 1, 2019, and September 30, 2022 (with such dividends and other distributions deemed reinvested in shares of Common Stock as of the ex-dividend date based on the price of the Common Stock on the ex-dividend date where not paid in shares of Common Stock)

Upon achievement of total shareowner return at a percentile between any two specified percentiles, any TSR Performance Share Units earned would have been determined by mathematical interpolation on a straight-line basis.

Retirement Programs

Our retirement programs for senior executives provide an opportunity for each participating executive, through long-term service to us, to receive certain retirement benefits. Four of our named executive officers participate in the NJNG Plan for Retirement Allowances for Non-Represented Employees (the “Non-Represented Plan”), which is a trusteed noncontributory defined benefit retirement plan. Each of our named executive officers also participates in our NJR Employees’ Retirement Savings Plan (our 401(k) Plan), which is a trusteed defined contribution plan. All of our non-represented employees hired on or after October 1, 2009, are covered by an enhanced defined contribution plan feature of our 401(k) Plan instead of the Non-Represented Plan.

Each of our named executive officers also participates in the Savings Equalization Plan of NJR, which we refer to as the SEP, and four of our named executive officers participate in the Pension Equalization Plan of NJR, which we refer to as the PEP, both of which are unfunded non-qualified plans. These plans provide benefits that would have been made under the Non-Represented Plan and the 401(k) Plan, but for the limitations on compensation and contributions imposed by the Internal Revenue Code. In addition, the named executive officers and certain other officers have Supplemental Executive Retirement Plan Agreements (“SERP Agreements”). Under the SERP Agreements, benefits are payable over a 60-month period commencing at age 65. At projected retirement, the total maximum amount payable to Mr. Westhoven under his SERP Agreement is currently $250,000. Mr. Bel, Mr. Migliaccio, Mr. Reich and Ms. Cradic would each be entitled to a maximum amount of $125,000, while Mr. Shea would be entitled to a maximum amount of $100,000, under their respective SERP Agreements as of September 30, 2022. These are described more fully in the narrative following the Pension Benefits table of this Proxy Statement.

We also sponsor health care plans that provide post-employment medical and life insurance benefits to union and non-union employees who meet the eligibility requirements. Retirees must meet certain age and service requirements to be eligible. Depending on the year of retirement, benefits may be subject to annual deductibles, coinsurance requirements and retiree contributions. As of September 30, 2022, other than Mr. Shea, none of the named executive officers have completed the age and service requirements to be eligible for post-employment health coverage.