ONE GAS INC (OGS)
Sector: Utilities
2026 Annual Meeting Analysis
ONE GAS INC · Meeting: May 21, 2026
Directors FOR
8
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Hart has served since 2018, well within the 24-month exemption window is not applicable but the 3-year TSR gap of -11.5pp versus peer median falls far short of the 65pp underperformance threshold required to trigger a no-vote for a strong-positive TSR company; no overboarding, attendance, or independence concerns identified.
Hersman joined in June 2023, meaning she has been on the board less than 36 months and her tenure covers less than half of the 3-year measurement window; additionally the TSR gap of -11.5pp is far below the 65pp trigger threshold, so no performance-based concern applies and no other disqualifying flags are present.
Hutchinson has served since 2014 with full tenure overlap, but the company's 3-year TSR gap of -11.5pp versus the peer group median is well below the 65pp threshold required to trigger a no-vote given OGS's strong-positive absolute 3-year return of +25.2%; no overboarding, attendance, or independence concerns identified.
McAnnally joined in 2021 as the CEO and sole management director; the 3-year TSR gap of -11.5pp versus the peer median is far below the 65pp underperformance threshold applicable to a company with strong-positive absolute returns, so the TSR trigger does not fire; no other disqualifying flags apply.
Meshri joined in 2024 and has been on the board less than 24 months, making him exempt from the TSR underperformance trigger under the new-director exemption; no overboarding, attendance, or independence concerns identified.
Moore has served since 2014 with full tenure overlap, but the 3-year TSR gap of -11.5pp versus the peer median is far below the 65pp threshold required for a strong-positive TSR company; she also serves on the ONEOK board but that is one outside board seat, well within limits; no disqualifying flags apply.
Rodriguez has served since 2014 with full tenure overlap, but the 3-year TSR gap of -11.5pp versus the peer median is far below the 65pp threshold applicable to a strong-positive TSR company; his concurrent ONEOK board seat brings his total to two public company boards, within policy limits; no disqualifying flags apply.
Siegel joined in 2024 and has been on the board less than 24 months, making him exempt from the TSR underperformance trigger under the new-director exemption; no overboarding, attendance, or independence concerns identified.
All eight director nominees pass the policy screens. The company's 3-year total return of +25.2% falls in the strong-positive tier, meaning the peer underperformance gap would need to exceed 65 percentage points to trigger a no-vote; the actual gap is only -11.5pp versus the disclosed peer median. The two newest directors (Meshri and Siegel, both joining in 2024) are additionally exempt from the TSR trigger. No director has attendance below 75% (all attended at least 93% of meetings), no one is overboarded, the board discloses a skills matrix, and all audit and compensation committee members are independent. The vote determination is FOR on all eight nominees.
Say on Pay
✓ FORCEO
Robert S. McAnnally
Total Comp
$5,575,027
Prior Support
96%%
The CEO's reported total compensation of $5,575,027 is consistent with market expectations for a CEO of a regulated natural gas utility with a market cap of approximately $5.6 billion, and no individual or aggregate benchmark breach is indicated. The pay structure is heavily performance-oriented — approximately 82% of the CEO's direct pay consists of variable, at-risk components (a short-term cash incentive and a long-term equity award that is 70% performance-based stock awards and 30% restricted stock awards), well above the 50-60% threshold the policy requires. Prior-year say-on-pay support was 96%, reflecting strong shareholder endorsement of the program, and no structural concerns such as excessive fixed pay, weak performance conditions, or pay-for-performance misalignment were identified.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
11 yrs
Audit Fees
$1,902,500
Non-Audit Fees
$80,600
Non-audit fees (audit-related fees of $2,000 plus tax fees of $78,600, totaling $80,600) represent only about 4.2% of core audit fees of $1,902,500, well below the 50% threshold that would raise independence concerns. PwC's 11-year tenure is comfortably below the 25-year threshold that would trigger scrutiny, and as a Big 4 firm it is entirely appropriate for a $5.6 billion market-cap utility. No material financial restatements were identified.
Overall Assessment
The 2026 ONE Gas annual meeting ballot presents four proposals: election of eight directors, ratification of PricewaterhouseCoopers as auditor, an employee stock purchase plan share increase, and an advisory say-on-pay vote. All four standard governance proposals (director elections, auditor ratification, and say-on-pay) pass the applicable policy screens and receive a FOR vote determination, while the equity plan approval falls outside the current policy scope and is noted without a vote determination.
Compensation Peer Group
13 companies disclosed in 2026 proxy filing