UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

 

 

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

 

☐	Definitive Additional Materials

 

☐	Soliciting Material under § 240.14a-12

ONE Gas, Inc.

(Name of Registrant as Specified In Its Charter)

NOT APPLICABLE

(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.

 

 

 

Mission, Vision, Strategy and Core Values

Mission – Why we exist

We deliver natural gas for a better tomorrow

Vision – What we want to be

To be a premier natural gas distribution company creating exceptional value for our stakeholders

Strategy – How we get there

 

•

Safe & reliable energy

 

•

High-performing workforce

 

•

Capital demand growth

 

•

Energy transition solutions

 

•

Customer affordability

Core Values – Our Compass

 

		SAFETY We are committed to operating safely and in an environmentally responsible manner.
		ETHICS We are accountable to the highest ethical standards and are committed to compliance.
		INCLUSION & DIVERSITY We embrace an inclusive and diverse culture that encourages collaboration. Every employee makes a difference and contributes to our success.
		SERVICE We provide exceptional service and make continuous improvements in our pursuit of excellence.
		VALUE We create value for all stakeholders, including our customers, employees, investors and communities.

April 6, 2022

Dear Shareholder:

You are cordially invited to attend the 2022 Annual Meeting of Shareholders of ONE Gas, Inc. on Thursday, May 26, 2022, at 9:00 a.m. (Central Daylight Time) to be held in a virtual-only meeting format with no physical location. We adopted a virtual-only meeting format to leverage technology and provide a safe and convenient experience to all shareholders regardless of location. Information on how to virtually attend and participate in the annual meeting is provided under “About the 2022 Annual Meeting” in the accompanying proxy statement. You will not be able to attend the 2022 Annual Meeting in person.

The matters to be considered and voted on at the meeting are set forth in the accompanying Notice of Annual Meeting of Shareholders and are described in the accompanying proxy statement. A copy of our 2021 annual report to shareholders is also enclosed. A report on our 2021 performance will be presented at the meeting.

Whether or not you attend the virtual Annual Meeting, it is important that your shares be represented and voted at the meeting. Therefore, proxies are being solicited so that each shareholder has an opportunity to vote by proxy. You can authorize a proxy over the internet or by telephone. Instructions for using these convenient services are included in the proxy statement and the proxy card. Of course, if you prefer, you may vote by mail by signing, dating and returning the enclosed proxy card in the enclosed postage-paid envelope.

If your shares are held by a broker, bank or other holder of record, unless you provide your broker, bank or other holder of record with your instructions on how to vote your shares, your shares will not be voted in the election of directors or in certain other important proposals as described in the accompanying proxy statement. Consequently, please provide your voting instructions to your broker, bank or other holder of record in a timely manner in order to ensure that your shares will be voted. As always, we encourage you to vote your shares prior to the annual meeting.

Regardless of the number of shares you own, your vote is important. I urge you to submit your proxy as soon as possible so that you can be sure your shares will be voted.

Thank you for your investment in ONE Gas and your continued support.

Sincerely,

 

JOHN W. GIBSON

Chairman of the Board

ONE GAS, INC. NOTICE OF 2022 ANNUAL MEETING OF SHAREHOLDERS

 

Date and time:		May 26, 2022, at 9:00 a.m. Central Daylight Time
Place (online):		To register and participate in the live online Annual Meeting, please visit www.proxydocs.com/ogs. Please note you will need the control number included in your proxy card, voter instruction form or Notice of Internet Availability to register for and to access the Annual Meeting. Registration to participate is due by Wednesday, May 25, 2022, at 3:00 p.m. Central Daylight Time.
Items of business:		(1)   To consider and vote on the election of eight director nominees named in the accompanying proxy statement to serve on our Board of Directors;   (2)   To consider and vote on the ratification of the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm of ONE Gas, Inc. for the year ending December 31, 2022;   (3)   To consider and vote on our executive compensation on a non-binding, advisory basis; and   (4)   To consider and vote on such other business as may come properly before the meeting or any adjournment or postponement of the meeting.
		These matters are described more fully in the accompanying proxy statement.
Record date:		March 28, 2022. Only shareholders of record at the close of business on the record date are entitled to receive notice of, and to vote at, the annual meeting.
Proxy voting:		YOUR VOTE IS IMPORTANT
		Please vote your shares at your earliest convenience. Registered holders may vote (a) by internet prior to the Annual Meeting at www.proxydocs.com/ogs; (b) by internet during the Annual Meeting at www.proxydocs.com/ogs; (c) by toll-free telephone by calling 866-883-3382; or (d) by mail by completing your proxy card and returning it in the enclosed postage-paid envelope. If you hold your shares through an account with a brokerage firm, or in the name of a bank, trustee or other holder of record, please follow the instructions you receive from them to vote your shares. You may revoke your proxy at any time by following the procedures set forth in the accompanying proxy statement.   Voting your shares promptly, via the internet, by telephone, or by signing, dating and returning the enclosed proxy card will ensure the presence of a quorum at the meeting and will save the expense of additional solicitation. Submitting your proxy now will not prevent you from voting your shares at the meeting, if you desire to do so, as your proxy is revocable at your option.
		Important Notice Regarding Internet Availability of Proxy Materials for the Shareholder Meeting to be held on May 26, 2022. This notice of Annual Meeting, proxy statement, form of proxy and our 2021 annual report to shareholders are being distributed and made available on or about April 6, 2022. This proxy statement and our 2021 annual report to shareholders are also available on our website at www.ONEGas.com.   Additionally, you may access this proxy statement and our 2021 annual report at www.proxydocs.com/ogs.   By order of the Board,   Brian K. Shore Corporate Secretary   Tulsa, Oklahoma April 6, 2022

 

TABLE OF CONTENTS

 

PROXY STATEMENT

This proxy statement describes important issues affecting our company and is furnished in connection with the solicitation of proxies by our Board for use at our 2022 Annual Meeting of Shareholders to be held at the time and place set forth in the accompanying notice.

 

 

GLOSSARY OF TERMS

 

The abbreviations, acronyms and terms used in this Proxy Statement are defined as follows:

 

401(k) Plan		ONE Gas, Inc. 401(k) Plan
Board		ONE Gas, Inc. Board of Directors
CCO		Chief Commercial Officer
CEO		Chief Executive Officer
CFO		Chief Financial Officer
CIC		Change in control
COO		Chief Operating Officer
DART		Days Away, Restricted or Transferred Incident Rate calculated by multiplying the total number of recordable injuries and illnesses, or one or more restricted days that resulted in an employee transferring to a different job within the company by 200,000, and then dividing that number by the total number of hours worked by all employees
Dodd-Frank Act		Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010
ECP		The ONE Gas, Inc. Amended and Restated Equity Compensation Plan (2018), as approved by our shareholders on May 24, 2018
EPA		Environmental Protection Agency
EPS		Diluted earnings per share
ERT		Emergency Response Time calculated as the time between the creation of an emergency order and the arrival of a first company responder to the scene expressed as the percentage of emergency orders with a response time of 30 minutes or less
ESG		Environmental, Social and Governance
ESP Plan		ONE Gas, Inc. Employee Stock Purchase Plan
Exchange Act		Securities Exchange Act of 1934, as amended
LTI		Long-term equity incentive
Meridian		Meridian Compensation Partners, LLC, the independent consultant to the Executive Compensation Committee
NEO		Named executive officer
NQDC Plan		ONE Gas, Inc. Nonqualified Deferred Compensation Plan
NYSE		New York Stock Exchange
ONE Gas, the company, we, our or us		ONE Gas, Inc.
ONE Gas PAC		ONE Gas, Inc. Political Action Committee
ONEOK		ONEOK, Inc. and its subsidiaries
ONEOK Plan		ONEOK, Inc. 401(k) Plan
OSHA		Occupational Safety and Health Administration
Profit Sharing Plan		ONE Gas, Inc. Profit Sharing Plan
PSU		Performance stock unit
PVIR		Preventable Vehicle Incident Rate calculated by multiplying the number of total vehicle incidents by 1,000,000, and then dividing that number by the total number of business use miles driven

Qualified Pension Plan		ONE Gas, Inc. Retirement Plan
RSU		Restricted stock unit
SEC		United States Securities and Exchange Commission
SERP		Supplemental Executive Retirement Plan
STI		Annual short-term cash incentive
TRIR		Total Recordable Incident Rate calculated by multiplying the number of recordable cases by 200,000, and then dividing that number by the number of hours worked by all employees
TSR		Total shareholder return

SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS

Any statements in this proxy statement that are not historical information, including statements concerning plans and objectives of management for future operations, economic performance or related assumptions, are forward-looking statements made under the provision of the “Safe Harbor” section of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may include words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “goal,” “guidance,” “intend,” “may,” “might,” “outlook,” “plan,” “potential,” “project,” “scheduled,” “should,” “will,” “would” and other words and terms of similar meaning. Although we believe that our expectations regarding future events are based on reasonable assumptions, we can give no assurance that such expectations or assumptions will be achieved. Important factors that could cause actual results to differ materially from those in the forward-looking statements are described under Part I, Item 1A, Risk Factors, and Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations and “Forward-Looking Statements,” in our 2021 Annual Report on Form 10-K and other filings with the SEC. All forward-looking statements included in this document are based on information available to us on the date hereof. We will not undertake and specifically decline any obligation to update any forward-looking statements, except as required under applicable law.

 

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4		ONE Gas, Inc. Notice of 2022 Annual Meeting of Shareholders and Proxy Statement

 

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6		ONE Gas, Inc. Notice of 2022 Annual Meeting of Shareholders and Proxy Statement

CORPORATE RESPONSIBILITY

 

For more than 100 years, our business has built a legacy of safely delivering reliable and affordable natural gas to our customers. We are committed to a clear mission – to deliver natural gas for a better tomorrow. For more information about our approach to corporate responsibility, visit our website at https://esg.onegas.com, the contents of which are expressly not incorporated herein by this reference.

The Board has overall responsibility for overseeing our corporate sustainability strategy and associated disclosures. We understand that delivering a sustainable energy future requires a sharp focus on ensuring the resiliency and reliability and reducing environmental impact of our delivery systems. As a result, we established an Environmental, Social and Governance (“ESG”) Steering Committee led by our CFO, which includes representatives from most functional areas, including other members of our senior management team. The primary purpose of the ESG Steering Committee is to provide vision, leadership, direction and oversight of our ESG programs, processes and disclosures. We continue to focus on integrating sustainable business practices and providing transparency into our strategy, while creating long-term shareholder value.

Our core values–safety, ethics, inclusion and diversity, service and value–are the foundation for all we do and guide our sustainability strategy, which is reviewed and validated annually as part of our enterprise risk management and strategic planning processes.

SAFETY AND HEALTH

Safety is our number one core value and at the foundation of everything we do. By monitoring the integrity of our assets and promoting the safety and health of our employees, customers and communities, we are investing in the long-term sustainability of our businesses.

We maintain safe and reliable operations by tightening and modernizing our system through pipeline replacement. This helps us maintain safe and reliable operations while decreasing leaks and emissions from our systems.

Our nearly 3,600 employees drive our safety culture and are committed to a goal of zero fatalities and zero incidents. We continue to refine our training, engineering controls, work procedures and other preventive safety and health programs as we strive for zero harm. The key to reducing safety incidents is to stop the accident before it happens, which is why we continue to enhance our preventive safety programs, such as near-miss reporting, vehicle-safety monitoring, risk assessment and others.

Our COO chairs our Environment, Safety, Health and Compliance (“ESH&C”) Steering Committee and includes other management team members and senior operations personnel. The primary purpose of the ESH&C Steering Committee is to provide vision, leadership, direction and oversight of our ESH&C programs, processes and management systems. These efforts relate to the protection of our employees, the environment and the communities we serve, as well as systems focused on the safe design and operation of our natural gas distribution system.    

2021 Safety and Health Performance

 

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Since 2013 we have experienced a 67% reduction in our TRIR.

 

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Since 2013 strains and sprains, our employees’ most prevalent type of injury, has declined by 79%.

 

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Since 2013 we have experienced a 87% reduction in our DART.

 

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Since 2013 we have experienced a 7% reduction in our PVIR.

ENVIRONMENTAL PERFORMANCE

We recognize the importance of responsible environmental stewardship in creating long-term value for our stakeholders. We are committed to reducing negative environmental impacts and providing cleaner energy sources for our customers that are reliable and affordable. As part of our commitment, we have continued to make progress on emissions reductions through various programs, including pipeline replacement and system integrity projects, end-use energy conservation programs, and providing compressed natural gas for alternative fuel vehicles. We anticipate a 55% reduction in emissions due to leaks from mains and services through 2035, from a 2005 baseline, factoring in projected system growth. We are also pursuing projects to bring renewable natural gas (“RNG”) to our customers and are participating in studies related to the utilization of hydrogen as a fuel source. In addition, we participate in several organizations to identify and implement best practices that advance social responsibility, economic vitality, and environmental stewardship.

2021 Environmental Updates and Highlights

 

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In 2021, we continued to execute our energy efficiency and conservation programs in Oklahoma and Texas. These programs offer residential and commercial customers rebates on natural gas appliances and energy-efficient home improvements.

 

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We exceeded our EPA Natural Gas STAR Methane Challenge program emissions reduction goal in 2021. As a founding member, we’ve committed to annually replacing a minimum of 2% of our highest emitting materials – a target we’ve exceeded each year since we began the program in 2016.

 

ONE Gas, Inc. Notice of 2022 Annual Meeting of Shareholders and Proxy Statement		7

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For the first time, we submitted our emissions data to Our Nation’s Energy Future (ONE Future), a group of natural gas companies working together to voluntarily reduce methane emissions across the natural gas value chain to one percent or less by 2025. In November 2021, ONE Future released its results, reporting a methane intensity for all ONE Future members of 0.42%, well below the 1% methane intensity target. The methane intensity for the natural gas distribution sector, of which ONE Gas is a part, was 0.118%, beating the goal of 0.225% by 46%.

COMMUNITY INVESTMENT

We are committed to being active members of the communities where we operate. We invest in the areas where we have operations and where our employees live and work not only because it is the right thing to do–it’s smart business. By contributing financially and through company-sponsored volunteer work, we can help build stronger communities and create a better quality of life for our employees, customers and the general public.

We accomplish this in several ways, including grants from the ONE Gas Foundation, corporate sponsorships to nonprofit organizations and community volunteer efforts. Primary philanthropic focus areas are Community Enrichment and Assistance, including public spaces and disaster recovery; Education and Workforce Development; and Community Collaboration, including diversity and economic development. In 2021, we gave priority consideration to grant requests that involve natural gas safety partnerships, workforce development and classroom enrichment projects involving Science, Technology, Engineering, the Arts and Mathematics (STEAM) programs.

2021 Community Investment Updates and Highlights

 

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In 2021, we contributed approximately $3.6 million to nonprofit organizations through the ONE Gas Foundation and corporate sponsorships. The time our employees invested in community volunteering was significantly limited due to the ongoing safety protocols related to the pandemic.

HUMAN CAPITAL MANAGEMENT

Culture and Employee Engagement

Every ONE Gas employee makes a difference and contributes to our success. We actively recruit and retain a high-performing workforce and create a safe, ethical and inclusive culture where top talent wants to work. Our programs and policies help attract and develop diverse talent and support our employees’ physical, social, emotional and financial well-being. Our holistic approach inspires employees to make healthy personal and professional lifestyle choices.

2021 Human Capital Updates and Highlights

 

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In 2021, we again had high participation in our annual employee engagement survey, with 89% of employees providing feedback. Employee engagement scores were in the top quartile of Gallup’s Overall Company Database.

INCLUSION AND DIVERSITY

To build a better tomorrow for everyone, we have created a culture that embraces inclusion and diversity and encourages collaboration. Our CEO chairs our Inclusion and Diversity Council, including five permanent members and 17 rotating members from various functional areas, backgrounds and experiences. The Council advises and advocates for inclusion and diversity in alignment with the Company’s vision and mission. This includes identifying opportunities and guiding the execution of the inclusion and diversity strategy. Members are natural advocates who share our vision with their local teams.

All employees are welcomed and encouraged to join Employee Resource Groups (“ERGs”). These voluntary cohort groups are based on shared characteristics, interests or experiences. ERGs help us recruit diverse talent, share valuable education on diverse topics, provide professional and leadership development opportunities for members and promote community involvement.

To promote a diverse workforce, we take active steps, including monitoring the diversity of our workforce across roles and leadership levels. We also require leaders to utilize diverse teams when interviewing talent. Our annual employee engagement survey focuses on company values, including Inclusion and Diversity, using Gallup’s Inclusiveness Index. Also, we have instituted a Managing Bias course that provides conscious inclusion training to employees.

POLITICAL ADVOCACY AND CONTRIBUTIONS

We do not contribute corporate funds to political candidates or political action committees as a company. We also do not contribute corporate funds to so-called 501(c)(4) social welfare organizations for lobbying. Employee and director contributions to the ONE Gas PAC support various parties including other political action committees and candidates seeking federal or state offices who support the energy industry and business interests. A steering committee made up of senior management representatives and a contributions committee of employees from across our operating areas and business functions oversee all ONE Gas PAC contributions to political candidates.

 

8		ONE Gas, Inc. Notice of 2022 Annual Meeting of Shareholders and Proxy Statement

OUTSTANDING STOCK AND VOTING

 

VOTING

Only shareholders of record at the close of business on March 28, 2022, are entitled to receive notice of and to vote at the annual meeting. As of that date, 54,089,817 shares of our common stock were outstanding. Each outstanding share entitles the holder to one vote on each matter submitted to a vote of shareholders at the meeting. No other class of our stock is entitled to vote on matters to come before the meeting.

Shareholders of record may vote online or by proxy at the annual meeting. All properly submitted proxies received prior to the commencement of voting at the annual meeting will be voted in accordance with the voting instructions contained on the proxy. Shares for which signed proxies are properly submitted without voting instructions will be voted:

 

(1)

FOR the election of the eight director nominees named in this proxy statement to serve on our Board for a one-year term;

 

(2)

FOR the ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2022; and

 

(3)

FOR the advisory proposal to approve our executive compensation.

While we know of no other matters that are likely to be brought before the meeting, in the event any other business properly comes before the meeting, proxies will be voted in the discretion of the persons named in the proxy. The persons named as proxies were designated by our Board.

To vote shares held “in street name” through a bank, broker or other holder of record, a shareholder must provide voting instructions to his or her bank, broker or other holder of record. Brokerage firms, banks and other holders of record are required to request voting instructions for shares they hold on behalf of their customers and others. We encourage you to provide instructions to your bank, broker or other holder of record on how to vote your shares. If your shares are held “in street name,” to be able to vote those shares online at the annual meeting, you must obtain a legal proxy, executed in your favor, from the holder of record of those shares as of the close of business on March 28, 2022.

The rules of the NYSE determine whether proposals presented at shareholder meetings are routine or non-routine. If a proposal is routine, a broker or other entity holding shares for an owner in street name may vote for the proposal without receiving voting instructions from the owner under certain circumstances. If a proposal is non-routine, the broker or other entity may vote on the proposal only if the owner has provided voting instructions. A “broker non-vote” occurs when the broker or other entity is unable to vote on a proposal because the proposal is non-routine and the owner does not provide any voting instructions. Under the rules of the NYSE, Proposals 1 and 3 are considered to be non-routine, and Proposal 2 is considered to be routine. Accordingly, if you do not provide voting instructions to your brokerage firm or other entity holding your shares, your brokerage firm or other entity holding your shares will not be permitted under the rules of the NYSE to vote your shares on Proposals 1 and 3 and will be permitted under the rules of the NYSE to vote your shares on Proposal 2 at its discretion.

Please provide your voting instructions to your broker, bank or other holder of record so that your shares may be voted.

Representatives of our stock transfer agent, Equiniti Trust Company d/b/a EQ Shareowner Services, will be responsible for tabulating and certifying the votes cast at the annual meeting.

QUORUM

The holders of a majority of the shares entitled to vote at the annual meeting, present online or by proxy, constitute a quorum for the transaction of business at the annual meeting. In determining whether we have a quorum, we count abstentions and broker non-votes as present.

If a quorum is not present at the scheduled time of the meeting, the shareholders who are present online or by proxy may adjourn the meeting until a quorum is present. If the time and place of the adjourned meeting are announced at the time the adjournment is taken, no other notice will be given. However, if the adjournment is for more than 30 days, or if a new record date is set for the adjourned meeting, a notice will be given to each shareholder entitled to receive notice of, and to vote at, the meeting.

MATTERS TO BE VOTED UPON

At the annual meeting, the following matters will be voted upon:

 

(1)

the election of eight director nominees named in this proxy statement to serve a one-year term;

 

(2)

the ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2022;

 

(3)

to consider and vote on our executive compensation on a non-binding, advisory basis; and

 

(4)

such other business as may properly come before the meeting, or any adjournment or postponement of the meeting.

 

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VOTES REQUIRED

Proposal 1 — Election of Directors. Our bylaws provide for majority voting for directors in uncontested elections. We expect that the election of directors at our 2022 annual meeting will be uncontested. Under the majority voting standard, to be elected a nominee must receive a number of “For” votes that exceeds 50 percent of the votes cast with respect to that director’s election. Abstentions and broker non-votes, if any, do not count as votes cast with respect to the election of directors.

Our corporate governance guidelines require that if an uncontested nominee for director does not receive more “For” than “Against” votes, he or she must promptly tender his or her resignation to our Board. The Board (excluding the director who tendered the resignation) will then evaluate the resignation in light of the best interests of our company and our shareholders in determining whether to accept or reject the resignation, or whether other action should be taken. The Board will announce publicly its decision regarding any tendered resignation.

Proposal 2 — Ratification of Selection of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm for the Year ending December 31, 2022. In accordance with our bylaws, approval of this proposal requires the affirmative vote of a majority of the voting power of the shareholders present online or by proxy and entitled to vote on this proposal at the meeting. Abstentions will have the same effect as votes against this proposal.

Proposal 3 — Advisory Vote on Executive Compensation. In accordance with our bylaws, approval of this proposal requires the affirmative vote of a majority of the voting power of the shareholders present online or by proxy and entitled to vote on this proposal at the meeting. Abstentions will have the same effect as votes against this proposal and broker non-votes do not count as entitled to vote for purposes of determining the outcome of the vote on this proposal. The vote on this proposal is advisory and non-binding on the company and our Board.

REVOKING A PROXY

Any shareholder may revoke his or her proxy at any time before it is voted at the meeting by (1) notifying our corporate secretary in writing (the mailing address of our corporate secretary is Corporate Secretary, ONE Gas, Inc., 15 East Fifth Street, Tulsa, Oklahoma 74103), (2) authorizing a later proxy via the internet or by telephone, (3) returning a later dated proxy card, or (4) voting online at the meeting. A shareholder’s presence without voting at the annual meeting will not automatically revoke a previously delivered proxy and any revocation during the meeting will not affect votes previously taken.

If your shares are held in a brokerage account or by a bank or other holder of record, you may revoke any voting instructions you may have previously provided in accordance with the revocation instructions provided by the broker, bank or other holder of record.

PROXY SOLICITATION

Solicitation of proxies will be primarily by mail and telephone. We have engaged Morrow Sodali LLC, 333 Ludlow Street, 5^th Floor, South Tower, Stamford, CT 06902, to solicit proxies for a fee of $10,000 plus out-of-pocket expenses. In addition, certain of our officers, directors and employees may solicit proxies on our behalf in person or by mail, telephone, fax or email, for which such persons will receive no additional compensation. We will pay all costs of soliciting proxies. We will also reimburse brokerage firms, banks and other custodians, nominees and fiduciaries for their reasonable expenses for forwarding proxy materials to our shareholders.

 

10		ONE Gas, Inc. Notice of 2022 Annual Meeting of Shareholders and Proxy Statement

GOVERNANCE OF THE COMPANY

 

Our Board and management are committed to maintaining strong corporate governance practices that allocate rights and responsibilities among our Board, management and our shareholders in a manner that benefits the long-term interests of our shareholders. Our corporate governance practices are designed not just to satisfy regulatory and stock exchange requirements but also to provide for effective oversight and management of our company.

Our Corporate Governance Committee engages in a regular process of reviewing our corporate governance practices, including comparing our practices with those recommended by various corporate governance authorities, the expectations of our shareholders and the practices of other leading public companies. Our Corporate Governance Committee also regularly reviews our corporate governance practices in light of proposed and adopted laws and regulations, including the rules of the SEC and the rules and listing standards of the NYSE.

CORPORATE GOVERNANCE GUIDELINES

Our Board has adopted corporate governance guidelines that address key areas of our corporate governance, including: director qualification standards, including the requirement that a majority of our directors be “independent” under the applicable independence requirements of the NYSE; director responsibilities; director access to management; director compensation; management succession; evaluation of the performance of our Board; ESG oversight; and the structure and operation of our Board. Our Board periodically reviews our corporate governance guidelines and may revise the guidelines from time to time as conditions warrant. The full text of our corporate governance guidelines is published on and may be printed from our website at www.ONEGas.com and is also available from our corporate secretary upon request.

CODE OF BUSINESS CONDUCT AND ETHICS

Our Board has adopted a code of business conduct and ethics that applies to our directors, officers (including our principal executive and financial officers, controller and other persons performing similar functions) and all other employees. We require all directors, officers and employees to adhere to our code of business conduct and ethics in addressing the legal and ethical issues encountered in conducting their work for our company. Our code of business conduct and ethics requires that our directors, officers and employees avoid conflicts of interest, comply with all applicable laws and other legal requirements, conduct business in an honest and ethical manner and otherwise act with integrity and in our company’s best interests. All directors, officers and employees are required to report any conduct that they believe to be an actual or apparent violation of our code of business conduct and ethics.

The full text of our code of business conduct and ethics is published on and may be printed from our website at www.ONEGas.com and is also available from our corporate secretary upon request. We intend to disclose on our website any future amendments to, or waivers of, our code of business conduct and ethics, as required by the rules of the SEC and the NYSE.

DIRECTOR INDEPENDENCE

Our corporate governance guidelines provide that a majority of our Board will be “independent” under the applicable independence requirements of the NYSE. These guidelines and the rules of the NYSE provide that, in qualifying a director as “independent,” the Board must make an affirmative determination that the director has no material relationship with our company, either directly or as a partner, shareholder or officer of an organization that has a relationship with our company. In making this determination with respect to each director serving on the Executive Compensation Committee, under the rules of the NYSE, the Board is required to consider all factors specifically relevant to determine whether the director has a relationship to our company which is material to that director’s ability to be independent from management in connection with the duties of a member of that committee.

Our Board has also adopted director independence guidelines that specify the types of relationships the Board has determined to be categorically immaterial. Directors who meet these standards are considered to be “independent.” The full text of our director independence guidelines is published on and may be printed from our website at www.ONEGas.com and is also available from our corporate secretary upon request.

Our Board has determined affirmatively that members Robert E. Evans, Tracy E. Hart, Michael G. Hutchinson, Pattye L. Moore, Eduardo A. Rodriguez and Douglas H. Yaeger have no material relationship with our company, and each qualifies as “independent” under our corporate governance guidelines, our director independence guidelines and the rules of the NYSE. In determining whether certain of our directors qualify as “independent” under our director independence guidelines, our Board considered the receipt by certain directors or their immediate family members (or entities of which they are members, directors, partners, executive officers, or counsel) of natural gas service from us at regulated rates on terms generally available to all of our customers (and, in the case of an entity, in an amount that is less than the greater of $1 million or 2 percent of the entity’s gross revenue for its last fiscal year). In each case, the Board determined these relationships to be in the ordinary course of business at regulated rates or on substantially the same terms available to non-affiliated third parties and to be immaterial in amounts to both our company and the director.

 

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ANTI-HEDGING AND ANTI-PLEDGING POLICIES

An employee designated as an insider, including the NEOs, may not engage in any hedging strategies involving ONE Gas securities that allow a person to lock in much of the value of stockholdings, often in exchange for all or part of the potential upside appreciation in the stock, including, but not limited to:

 

•

purchasing ONE Gas stock on margin;

 

•

selling ONE Gas stock short;

 

•

entering into zero cost collars, prepaid variable forward sale contracts, equity swaps or exchange funds; or

 

•

buying or selling puts or calls or other derivative instruments.

Insiders are prohibited from holding ONE Gas securities in a margin account or otherwise pledging ONE Gas securities as collateral for a loan. ONE Gas may grant exceptions to the prohibition against pledging on a limited case-by-case basis, provided that the insider must submit a request for approval to the CEO. There is no exception to the prohibition against pledging with respect to the CEO. Any request is subject to pre-clearance under the Securities/Insider Trading Policy. However, there is no assurance that an exception will be granted and there were none granted to any insiders in 2021.

BOARD LEADERSHIP STRUCTURE

During 2021, our Board was led by John W. Gibson, who was the Chairman of the Board, and Eduardo A. Rodriguez, who was both our lead independent director and the chair of the Corporate Governance Committee. In addition, our Audit Committee and Executive Compensation Committee are each led by a chair and vice chair, each of whom is an independent director.

Our corporate governance guidelines provide that our Board retains the right to exercise its discretion in combining or separating the offices of the Chairman of the Board and CEO. Our Board reviews the issue as a part of its succession planning process. The Board believes that it is advantageous for the Board to maintain flexibility to determine on a case-by-case basis and, if necessary, change the Board leadership structure in order to meet our needs at any time, based on the individuals then available and the circumstances then presented.

The Board believes that maintaining Mr. Gibson’s continuing service as non-executive Chairman of the Board provides the most effective leadership model for our Board and our company at this time. In making this determination, the Board considered the advantages to our company of maintaining the continuity of Mr. Gibson’s effective leadership as Chairman of the Board based on, among other factors, his strong leadership skills, his extensive knowledge and experience regarding operations and the industries and markets in which we compete, as well as his ability to promote communication and to synchronize strategic objectives and activities between our Board and our senior management. The Board also believes this leadership structure continues to ensure significant independent oversight of management, as Messrs. Gibson and McAnnally are the only members of the Board who are not independent directors. In addition, our Board has an ongoing practice of holding executive sessions of the independent members of the Board as part of each regularly scheduled in-person Board meeting.

LEAD INDEPENDENT DIRECTOR

Our corporate governance guidelines vest the lead independent director who, under these guidelines, is also chair of our Corporate Governance Committee, with various key responsibilities, including but not limited to:

 

•

presiding as the chair at all meetings of the Board at which the Chairman of the Board is not present;

 

•

presiding at all executive sessions of the independent directors;

 

•

serving as liaison between the Chairman of the Board and the independent directors;

 

•

approving information sent to the Board;

 

•

approving meeting agendas for the Board; and

 

•

approving meeting schedules to assure that there is sufficient time for discussion of all agenda items.

In addition, the lead independent director has the authority to call meetings of the independent directors and, if requested by major shareholders, will be reasonably available for consultation and direct communication with such shareholders. The Lead Independent Director may also perform duties otherwise assigned to the Chairman of the Board when the offices of the Chairman of the Board and the CEO are combined.

SUCCESSION PLANNING

A key responsibility of the CEO and the Board is ensuring that an effective process is in place to provide continuity of leadership over the long term at all levels in our company. Each year, succession-planning reviews are held at every significant organizational level of the company, culminating in a full review of senior leadership talent by our independent directors. During this review, the CEO, the Chairman of the Board and

 

12		ONE Gas, Inc. Notice of 2022 Annual Meeting of Shareholders and Proxy Statement

the independent directors discuss future candidates for senior leadership positions, including all NEOs, succession timing for those positions and development plans for the highest-potential candidates. This process ensures continuity of leadership over the long term, and it forms the basis on which our company makes ongoing leadership assignments. It is a key success factor in managing the long-term planning and investment lead times of our business.

In addition, we have a written CEO emergency succession plan pursuant to which the CEO maintains in place at all times, and reviews with the non-management directors, a confidential plan for the timely and efficient transfer of responsibilities in the event of an emergency or sudden incapacitation or departure of the CEO.

OUR BOARD AND CORPORATE STRATEGY

Our Board is actively involved in overseeing, reviewing and guiding our corporate strategy. Our Board formally reviews our company’s business strategy, including the risks and opportunities facing our company and its business, at an annual strategic planning session. Our Board regularly discusses corporate strategy throughout the year with management formally as well as informally and during executive sessions of the Board as appropriate. As discussed in “Risk Oversight” below, our Board views risk management and oversight as an integral part of our strategic planning process, including mapping key risks to our corporate strategy and seeking to manage and mitigate risk. Our Board also views its own composition as a critical component to effective strategic oversight. Accordingly, our Board and relevant Board committees consider our business strategy and the company’s regulatory, geographic and market environments when assessing board composition, director succession, executive compensation and other matters of importance.

SHAREHOLDER ENGAGEMENT

Our Board believes that accountability to shareholders is a mark of good corporate governance and that regular shareholder engagement is important to our company’s success. Our company frequently engages with shareholders on a variety of topics, with particular focus on matters relating to our company’s publicly disclosed strategy and financial performance. Our company also engages with shareholders to discuss matters relating to ESG, compensation and other current and emerging issues that the Board and our management understand are important to our shareholders. In addition to this direct engagement, our company also maintains a number of complementary mechanisms that allow our shareholders to effectively communicate to our Board and management, including:

 

• maintaining an investor relations page on our website;   • regularly attending investor conferences;   • conducting an annual advisory vote to approve executive compensation;   • if requested by major shareholders, ensuring the lead independent director is available for consultation and direct communication;   • permitting shareholders to submit prospective candidates for nomination by our Board for election at the annual meeting of shareholders in accordance with our corporate governance guidelines and bylaws;   • permitting shareholders to nominate candidates for election at the annual meeting of shareholders in accordance with our bylaws; and   • providing shareholders the ability to attend and voice opinions at the annual meeting of shareholders.

RISK OVERSIGHT

We have integrated a comprehensive Enterprise Risk Management (“ERM”) process as part of strategy setting and driving performance throughout the company, which includes identifying, aggregating, monitoring, measuring, assessing and managing risks that could affect our ability to fulfill our business objectives or execute our corporate strategy. These risks generally relate to strategic, operational, financial, regulatory compliance and human resources issues. Our ERM approach is overseen by our CFO and is designed to enable our Board to establish a mutual understanding with management of the effectiveness of our risk-management practices and capabilities, to review our risk exposure and to elevate certain key risks for discussion at the Board level. Management and our Board believe that risk management is an integral part of our annual strategic planning process, which addresses, among other things, the risks and opportunities facing our company.

Not all risks can be dealt with in the same way. Some risks may be easily perceived and controllable, and other risks are unknown; some risks can be avoided or mitigated by particular behavior, and some risks are unavoidable as a practical matter. For some risks, the potential adverse impact

 

ONE Gas, Inc. Notice of 2022 Annual Meeting of Shareholders and Proxy Statement		13

would be minor and, as a matter of business judgment, it may not be appropriate to allocate significant resources to avoid the adverse impact. In other cases, the adverse impact could be significant, and it is prudent to expend resources to seek to avoid or mitigate the potential adverse impact. In some cases, a higher degree of risk may be acceptable because of a greater perceived potential for reward. Management is responsible for identifying risks and controls related to our significant business activities; mapping the risks to our corporate strategy; and developing programs and recommendations to determine the sufficiency of risk identification, the balance of potential risk to potential reward and the appropriate manner in which to control and mitigate risk. Much of this work is led by our ESH&C Steering Committee, which is chaired by our COO, and includes other members of the management team and senior operations personnel. The ESH&C Steering Committee’s primary purpose is to provide vision, leadership, direction, and oversight of our ESH&C programs, processes, and management systems for the protection of the employees, the environment, and the communities we serve, as well as the systems focused on the safe design and operation of our system.

The Board implements its risk oversight responsibilities by having management provide periodic briefing and informational sessions on the significant voluntary and involuntary risks that our company faces and how our company is seeking to control and mitigate those risks. In some cases, as with risks associated with ESG, risk oversight is addressed as part of the full Board’s engagement with the CEO and management. ESG risks are also evaluated at the management level through our ESG Steering Committee. The ESG Steering Committee is chaired by our CFO, and includes other members of the management team and senior management personnel. The ESG Steering Committee is charged with providing oversight and guidance to the company on emerging ESG issues and considering how to implement ESG matters consistent with our overall strategy.

The Board annually reviews a management assessment of the various operational and regulatory risks facing our company, their relative magnitude and management’s plan for mitigating these risks. The Board also reviews risks related to our company’s business strategy at its annual strategic planning meeting and at other meetings as appropriate. The Board receives cybersecurity updates at every regular Board meeting and participated in a cybersecurity drill in 2021.

In certain cases, a Board committee is responsible for oversight of specific risk topics. For example, the Audit Committee oversees risk issues associated with our overall financial reporting and disclosure process and legal compliance, as well as reviewing policies and procedures on risk-control assessment and accounting risk exposure, including our companywide risk control activities. Our general counsel provides compliance and ethics reports to the Audit Committee at every regular committee meeting. The Audit Committee meets with our executive officers and meets with our Director–Audit Services, as well as with our independent registered public accounting firm, in separate executive sessions at each of its in-person/virtual meetings during the year, at which time risk issues are discussed regularly.

In addition, our Executive Compensation Committee oversees risks related to our compensation program, as discussed in greater detail elsewhere in this proxy statement, and our Corporate Governance Committee oversees risks related to our governance practices and policies.

BOARD AND COMMITTEE MEMBERSHIP

Our business, property and affairs are managed under the direction of our Board. Members of our Board are kept informed of our business through discussions with our CEO and other officers, by reviewing materials provided to them periodically and in connection with Board and committee meetings, and by participating in meetings of the Board and its committees.

During 2021, the Board held eight regular meetings (one virtual, four in-person and three telephonic meetings) and 11 special meetings primarily related to Winter Storm Uri, all of which were held virtually. All of our incumbent directors who served on the Board during 2021 attended all of the meetings of the Board and Board committees on which they served.

Our corporate governance guidelines provide that members of our Board are expected to attend our Annual Meeting of Shareholders. Based on the nature of the convening method of the Annual Meeting of Shareholders, members of our Board may attend the meeting in person or by conference telephone or videoconference software. All members of the Board attended the 2021 Annual Meeting of Shareholders.

 

14		ONE Gas, Inc. Notice of 2022 Annual Meeting of Shareholders and Proxy Statement

The Board has four standing committees: the Audit Committee, the Executive Compensation Committee, the Corporate Governance Committee and the Executive Committee. The table below provides the current membership of our Board and each of our Board committees. Our Board has determined affirmatively that each member of our Audit Committee, Executive Compensation Committee and Corporate Governance Committee is “independent” under our corporate governance guidelines, our director independence guidelines and the rules of the NYSE.

 

Director

Board

Audit

Executive           Compensation

Corporate           Governance

Executive

Robert B. Evans

Member

Vice Chair

Member

Member

John W. Gibson

Chair

Chair

Tracy E. Hart

Member

Member

Member

Member

Michael G. Hutchinson

Member

Chair

Member

Vice Chair

Member

Robert S. McAnnally

Member

Member

Pattye L. Moore

Member

Member

Chair

Member

Member

Eduardo A. Rodriguez

Member

Member

Member

Chair

Member

Douglas H. Yaeger

Member

Member

Vice Chair

Member

Number of meetings in 2021

19

7

5

5

0

Our Board has adopted written charters for each of its Audit, Executive Compensation, Corporate Governance and Executive Committees. Copies of the charters of each of these committees are available on and may be printed from our website at www.ONEGas.com. Copies are also available from our corporate secretary upon request. The responsibilities of our Board committees are summarized below. From time to time the Board, in its discretion, may form other committees.

 

		THE AUDIT COMMITTEE		The Audit Committee represents and assists our Board with oversight of the integrity of our financial statements and internal controls, our compliance with legal and regulatory requirements, the independence, qualifications and performance of our independent registered public accounting firm and the performance of our internal audit function. The responsibilities of the Audit Committee include:   •   appointing, compensating and overseeing our independent auditor;   •   reviewing the scope, plans and results relating to the external audits of our financial statements;   •   reviewing the scope, plans and results relating to internal audits;   •   monitoring and evaluating our financial condition;   •   monitoring and evaluating the integrity of our financial reporting processes and procedures;   •   assessing our significant financial risks and exposures and reviewing internal control processes and evaluating any deficiencies in connection with such risks and exposures, including, but not limited to, internal controls over financial reporting and disclosure controls and procedures;   •   reviewing policies and procedures on risk-control assessment and accounting risk exposure, including our companywide risk control activities;   •   considering compliance programs and policies, approaches to risk assessment and risk management, and internal controls that support the company’s ESG goals and objectives; and   •   monitoring our compliance with our policies on ethical business conduct.   Our independent registered public accounting firm reports directly to our Audit Committee. All members of our Audit Committee are “independent” under the independence requirements of the NYSE and the SEC applicable to audit committee members. The Board has determined that Robert E. Evans, Tracy E. Hart, Michael G. Hutchinson, Eduardo A. Rodriguez and Douglas H. Yaeger (five of the six committee members) are each an audit committee financial expert under the applicable rules of the SEC and all members of the Audit Committee are financially literate. No member of our Audit Committee serves on the audit committees of more than two other public companies.
		2021 Meetings: 7

 

ONE Gas, Inc. Notice of 2022 Annual Meeting of Shareholders and Proxy Statement		15

		THE EXECUTIVE COMPENSATION COMMITTEE		Our Executive Compensation Committee is responsible for establishing and periodically reviewing our executive compensation policies and practices. This responsibility includes:   •   evaluating, in consultation with our Corporate Governance Committee, the performance of our CEO, and recommending to our Board the compensation of our CEO and our other senior executive officers;   •   reviewing and approving, in consultation with our Corporate Governance Committee, the annual objectives of our CEO;   •   reviewing our executive compensation program to ensure the attraction, retention and appropriate compensation of executive officers in order to motivate their performance in the achievement of our business objectives and to align their interests with the long-term interests of our shareholders;   •   assessing the risks associated with our compensation program;   •   approving, subject to ratification by the full Board, executive officer compensation and personnel policies, programs and plans;   •   considering compensation and incentive structures, policies and procedures and related matters that support the company’s ESG goals and objectives; and   •   reviewing and making recommendations to the full Board on director compensation.   Our Executive Compensation Committee meets periodically during the year to review our executive and director compensation policies and practices. Executive officer salaries and STI and LTI compensation are determined annually by the Committee. The scope of the authority of the Committee is not limited except as set forth in its charter and by applicable law. The Committee has the authority to delegate duties to subcommittees of the Committee, or to other standing committees of the Board, as it deems necessary or appropriate. The Committee may not delegate to a subcommittee any authority required by any law, regulation or listing standard to be exercised by the Committee as a whole. All members of our Executive Compensation Committee are “independent” under the independence requirements of the NYSE applicable to compensation committee members.   The compensation group in our corporate human resources department supports, in consultation with our CEO, the Executive Compensation Committee in its work.   During 2021, the Executive Compensation Committee engaged Meridian, as an independent executive compensation consultant to assist the Committee in its evaluation of the amount and form of compensation paid in 2021 to our CEO, our other executive officers and our directors. Meridian reported directly to the Executive Compensation Committee. For more information on executive compensation and the role of this consultant, see “Compensation Discussion and Analysis—How We Determine Pay—Role of the Independent Executive Compensation Consultant” at page 38.
		2021 Meetings: 5

 

16		ONE Gas, Inc. Notice of 2022 Annual Meeting of Shareholders and Proxy Statement

		THE CORPORATE GOVERNANCE COMMITTEE		Our Corporate Governance Committee is responsible for overseeing our company’s governance, including the selection of directors and the Board’s practices and effectiveness. These responsibilities include:   •   identifying and recommending qualified director candidates, including qualified director candidates suggested by our shareholders in written submissions to our corporate secretary in accordance with our corporate governance guidelines and our bylaws or in accordance with the rules of the SEC;   •   making recommendations to the Board with respect to electing directors and filling vacancies on the Board;   •   adopting an effective process for director selection and tenure by making recommendations on the Board’s organization and practices and by aiding in identifying and recruiting director candidates;   •   reviewing and making recommendations to the Board with respect to the organization, structure, size, composition and operation of the Board and its committees;   •   overseeing evaluation of the Board and management;   •   in consultation with our Chairman of the Board, and CEO and the Executive Compensation Committee, overseeing management succession and development, including all NEOs;   •   coordinating with the Board and management with respect to oversight of shareholder engagement initiatives;   •   reviewing annually directorships held by directors and executive officers;   •   considering governance programs and policies and approaches to legislative affairs activities and political action committees that support the Company’s ESG goals and objectives; and   •   reviewing, assessing risk and making recommendations with respect to other corporate governance matters.   All members of the Corporate Governance Committee are “independent” under the independence requirements of the NYSE.
		2021 Meetings: 5

 

		THE EXECUTIVE COMMITTEE		In the intervals between meetings of our Board, the Executive Committee may, except as otherwise provided in our bylaws and applicable law, exercise the powers and authority of the full Board in the management of our property, affairs and business. The function of this committee is to act on major matters where it deems action appropriate, providing a degree of flexibility and ability to respond to time-sensitive business and legal matters without calling a special meeting of our full Board. The Executive Committee reports to the Board at its next meeting on any actions taken by the committee.
		2021 Meetings: 0

DIRECTOR NOMINATIONS

Our corporate governance guidelines provide that the Board is responsible for nominating candidates for Board membership and for the delegation of the screening process to the Corporate Governance Committee of the Board. This committee, with recommendations and input from our Chairman of the Board, CEO and the directors, evaluates the qualifications of each director candidate and assesses the appropriate mix of skills, qualifications and characteristics required of Board members in the context of the perceived needs of the Board at a given point in time. The Corporate Governance Committee is responsible for recommending to the full Board candidates for nomination by the Board for election as members of our Board.

Our corporate governance guidelines provide that candidates for nomination by the Board must be committed to devote the time and effort necessary to be productive members of the Board and that, in nominating candidates, the Board will endeavor to establish director diversity in personal background, race, gender, age and nationality. The guidelines also provide that the Board will seek to maintain a mix that includes, but is not limited to, the following areas of core competency: accounting and finance; investment banking; business judgment; management; industry knowledge; crisis response; international business; leadership; applicable ESG matters; strategic vision; law; and corporate relations.

The Corporate Governance Committee’s charter provides that it has the responsibility, in consultation with the Chairman of the Board and CEO, to search for, recruit, screen, interview and recommend to the Board candidates for the position of director as necessary to fill vacancies on the Board or the additional needs of the Board and to consider management and shareholder recommendations for candidates for nomination by the Board. In carrying out this responsibility, the Corporate Governance Committee evaluates the qualifications and performance of incumbent directors and determines whether to recommend them for re-election to the Board. In addition, this committee determines, as necessary, the portfolio of skills, experience, diversity, perspective and background required for the effective functioning of the Board considering our business strategy and our regulatory, geographic and market environments.

Our corporate governance guidelines contain a policy regarding the Corporate Governance Committee’s consideration of prospective director candidates recommended by shareholders for nomination by our Board. Under this policy, and in accordance with our bylaws, any shareholder

 

ONE Gas, Inc. Notice of 2022 Annual Meeting of Shareholders and Proxy Statement		17

who wishes to recommend a prospective candidate for nomination by our Board for election at our 2023 annual meeting should send a letter of recommendation to our corporate secretary at our principal executive offices by no later than December 7, 2022. The letter should include the name, address and number of shares owned by the recommending shareholder (including, if the recommending shareholder is not a shareholder of record, proof of ownership of the type referred to in Rule 14a-8(b)(2) of the proxy rules of the SEC), the prospective candidate’s name and address, a description of the prospective candidate’s background, qualifications and relationships, if any, with our company and all other information requested by our Board for determining whether the prospective candidate meets the independence standards under the rules of the NYSE and our director independence guidelines. A signed statement from the prospective candidate should accompany the letter of recommendation indicating that he or she consents to being considered as a nominee of the Board and that, if nominated by the Board and elected by the shareholders, he or she will serve as a director. The Corporate Governance Committee will evaluate prospective candidates recommended by shareholders for nomination by our Board in light of the various factors set forth above.

Neither the Corporate Governance Committee, the Board, nor our company itself discriminates in any way against prospective candidates for nomination by the Board on the basis of age (subject to the mandatory retirement age set forth in the company’s bylaws), sex, sexual orientation, gender identity or expression, race, ethnicity, national origin, religion, or other personal characteristics. There are no differences in the manner in which the Corporate Governance Committee or the Board evaluates prospective candidates based on whether the prospective candidate is recommended by a shareholder or by the Corporate Governance Committee, provided that the recommending shareholder furnishes to our company a letter of recommendation containing the information described above along with the signed statement of the prospective candidate referred to above.

In addition to having the ability to recommend prospective candidates for nomination by our Board, under our bylaws, shareholders may themselves nominate candidates for election at an annual meeting of shareholders. Any shareholder who desires to nominate candidates for election as directors at our 2023 annual meeting must follow the procedures set forth in our bylaws. Under these procedures, notice of a shareholder nomination for the election of a director must be received by our corporate secretary at our principal executive offices not less than 120 calendar days before the first anniversary of the date that our proxy statement was released to shareholders in connection with our 2022 Annual Meeting of Shareholders (i.e., notice must be received no later than December 7, 2022). If the date of the 2023 annual meeting is more than 30 days from the first anniversary date of the 2022 meeting, our corporate secretary must receive notice of a shareholder nomination by the close of business on the tenth day following the earlier of (i) the day on which notice of the date of the meeting is mailed to shareholders or (ii) the day on which public announcement of the meeting date is made. In accordance with our bylaws, a shareholder notice must contain certain information about the candidate the shareholder desires to nominate for election as a director, including: (a) the name, age, business address and residence address of such person; (b) the principal occupation or employment of such person; (c) the class or series and number of our shares that are owned beneficially or of record by such person and any affiliates or associates of such person; (d) the name of each nominee holder of our shares owned beneficially but not of record by such person or any affiliates or associates of such person, and the number of our shares held by each such nominee holder; (e) whether and the extent to which any derivative instrument, swap, option, warrant, short interest, hedge or profit interest or other transaction has been entered into by or on behalf of such person, or any affiliates or associates of such person, with respect to our shares; (f) whether and the extent to which any other transaction, agreement, arrangement or understanding (including any short position or any borrowing or lending of our shares) has been made by or on behalf of such person, or any affiliates or associates of such person, the effect or intent of any of the foregoing being to mitigate loss to, or to manage risk or benefit of stock price changes for, such person, or any affiliates or associates of such person, or to increase or decrease the voting power or pecuniary or economic interest of such person, or any affiliates or associates of such person, with respect to our shares; (g) such person’s written and executed representation and agreement (in the form provided by the corporate secretary upon written request) that such person (1) is not and will not become a party to any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the company, will act or vote on any issue or question, (2) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the company with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director of the company that has not been disclosed to the company in such representation and agreement and (3) in such person’s individual capacity, would be in compliance, if elected as a director of the company, and, if elected as a director, will comply with, all applicable publicly disclosed confidentiality, corporate governance, conflict of interest, Regulation FD, code of conduct and ethics, and stock ownership and trading policies and guidelines of the company; (h) such person’s completed written questionnaire with respect to the background and qualification of such individual and the background of any other person or entity on whose behalf, directly or indirectly, the nomination is being made (which form of questionnaire shall be promptly provided by the corporate secretary to the requesting shareholder upon written request) and (i) all other information relating to such person that would be required to be disclosed in connection with a solicitation of proxies for the election of such person as a director, or would be otherwise required to be disclosed in connection with such solicitation, in each case pursuant to Regulation 14A under the Exchange Act, (including without limitation such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected).

In addition, as to the shareholder giving the notice and the beneficial owner, if any, on whose behalf the nomination is made, the notice must set forth: (a) the name and address, as they appear on the company’s books, of such shareholder, and the name and address of such beneficial owner, if any, and any other shareholders known by such shareholder to be supporting such nominee(s); (b) the class and number of our shares that are owned beneficially and of record by such person and any affiliates or associates of such person; (c) the name of each nominee holder of

 

18		ONE Gas, Inc. Notice of 2022 Annual Meeting of Shareholders and Proxy Statement

our shares owned beneficially but not of record by such person or any affiliates or associates of such person, and the number of such shares held by each such nominee holder; (d) whether and the extent to which any derivative instrument, swap, option, warrant, short interest, hedge or profit interest or other transaction has been entered into by or on behalf of such person, or any affiliates or associates of such person, with respect to our shares; (e) whether and the extent to which any other transaction, agreement, arrangement or understanding (including any short position or any borrowing or lending of our shares) has been made by or on behalf of such person, or any affiliates or associates of such person, the effect or intent of any of the foregoing being to mitigate loss to, or to manage risk or benefit of stock price changes for, such person, or any affiliates or associates of such person, or to increase or decrease the voting power or pecuniary or economic interest of such person, or any affiliates or associates of such person, with respect to our shares; (f) a representation that the shareholder giving notice intends to appear online or by proxy at the annual meeting or special meeting to nominate the persons named in its notice; (g) a description of all agreements, arrangements and understandings between such person or any affiliate or associate of such person, and any other person or persons (including their names) in connection with the nomination by such shareholder; and (h) all other information that would be required to be disclosed by such person as a participant in a solicitation of proxies for the election of directors in a contested election, or would be otherwise required to be disclosed in connection with such solicitation, in each case pursuant to Regulation 14A under the Exchange Act. This information must be supplemented by such shareholder and beneficial owner, if any, not later than ten (10) days after the record date for the meeting to disclose all such information as of the record date.

At the request of the company, each proposed nominee must submit to the corporate secretary such other information as the company may reasonably require, including such information as may be necessary or appropriate in determining the eligibility of such proposed nominee to serve as an independent director of the company or that could be material to a reasonable shareholder’s understanding of the independence, or lack thereof, of such nominee.

DIRECTOR COMPENSATION

The Executive Compensation Committee’s independent compensation consultant, Meridian, annually advises the Executive Compensation Committee on matters related to non-management director compensation including competitive market data for the company’s peer group. The Executive Compensation Committee reviews and discusses the director compensation information provided by Meridian and makes a recommendation to the full Board with respect to non-management director compensation. The Executive Compensation Committee’s philosophy with respect to non-management director compensation is to target at or below the market median. The components of non-management director compensation include an annual cash retainer, additional annual cash retainers for the Chairman of the Board, the chairs of the Audit, Executive Compensation and Corporate Governance Committees and an annual stock retainer. No separate per meeting fees are paid to the non-management directors.

Compensation for each of our non-management directors for their service on our Board is paid on an annual meeting date basis. Based on the market information provided by Meridian in November 2020 and February 2021, indicating that our non-management director compensation was below market median compared to our peers, the Executive Compensation Committee recommended, and the full Board approved, increases in the cash retainer of 12 percent and the stock retainer of 5 percent for non-management director compensation. For the period of May 27, 2021, through May 25, 2022, non-management director compensation consists of $95,000 in an annual cash retainer and a $115,000 stock retainer. The chairs of our Audit, Corporate Governance and Executive Compensation Committees receive an additional annual cash retainer of $15,000, and our lead independent director, receives an additional annual cash retainer of $20,000. Our Chairman of the Board receives an additional annual cash retainer of $100,000 for his service.

All directors are reimbursed for reasonable expenses incurred in connection with attendance at Board and committee meetings.

The CEO, as the sole management director, receives no compensation for his service as a director.

Our Board has established minimum share ownership guidelines for members of our Board. The guidelines provide that within five years after joining the Board, each non-management director will own shares of the company’s common stock having a value, at a minimum, of five times the annual cash retainer for service on the Board (excluding annual retainers for service as a chair of a Board committee or for service as Chairman of the Board or as the lead independent director) as established from time to time by the Board. Shares that count toward this ownership guideline include shares owned outright in the director’s name, shares held in trust for the director’s benefit or the benefit of the director’s immediate family, and phantom shares held in the director’s account under any company deferred compensation plan for non-employee directors or any similar plan or arrangement. Shares that do not count toward this ownership guideline include unexercised stock options and shares of restricted stock for which restrictions have not yet lapsed (unvested restricted stock). A non-management director will not be allowed to sell shares of the company’s common stock (using established pre-clearance procedures) unless such director’s holdings of the company’s common stock meet the established minimum ownership guideline. Ms. Moore and Messrs. Evans, Gibson, Hutchinson, Rodriguez and Yaeger have each satisfied the minimum share ownership guidelines. Ms. Hart has until July 23, 2023, to satisfy the minimum share ownership guidelines.

 

ONE Gas, Inc. Notice of 2022 Annual Meeting of Shareholders and Proxy Statement		19

The following table sets forth the compensation paid to our non-management directors in 2021:

Director Compensation for 2021

 

		Director		Fees Earned or Paid in Cash(1)		Stock Awards(1)(2)(3)		Nonqualified Deferred Compensation Earnings(4)		All Other Compensation(5)		Total
		Robert B. Evans		$  95,000		$115,000		$        -		$          -		$210,000
		John W. Gibson		$195,000		$115,000		$4,020		$25,000		$339,020
		Tracy E. Hart		$  95,000		$115,000		$        -		$          -		$210,000
		Michael G. Hutchinson		$110,000		$115,000		$        -		$          -		$225,000
		Pattye L. Moore		$110,000		$115,000		$        -		$  5,000		$230,000
		Eduardo A. Rodriguez		$130,000		$115,000		$        -		$  2,500		$247,500
		Douglas H. Yaeger		$  95,000		$115,000		$        -		$          -		$210,000

 

(1)

Non-management directors may defer all or a part of their annual cash and stock retainers under our Deferred Compensation Plan for Non-Employee Directors. During the year ended December 31, 2021, $499,750 of the total amount payable for directors’ fees were deferred under this plan at the election of four of our directors. Deferred amounts are treated, at the election of the participating director, either as phantom stock or as a cash deferral. Phantom stock deferrals are treated as though the deferred amount is invested in our common stock at the fair market value on the date the deferred amount was earned. Phantom stock earns the equivalent of dividends declared on our common stock and is reinvested in phantom shares of our common stock based on the closing price of our common stock on the payment date of each common stock dividend. The shares of our common stock reflected in a non-management director’s phantom stock account are issued to the director under our ECP on the last day of the director’s service as a director or a later date selected by the director. Cash deferrals earn interest at a rate equal to Moody’s Bond Indices Corporate AAA on the first business day of the plan year, plus 100 basis points, which, at January 4, 2021, was 3.28 percent. The following table sets forth, for each non-management director, the amount of director compensation deferred during 2021 and cumulative deferred compensation as of December 31, 2021.

 

		Director		Board Fees Deferred to Phantom Stock in 2021 (a)		Dividends Earned on Phantom Stock and Reinvested in 2021 (b)		Total Board Fees Deferred to Phantom Stock at December 31, 2021 (a)		Total Shares of Phantom Stock Held at December 31, 2021 (c)		Board Fees Deferred to Cash in 2021 (d)		Total Board Fees Deferred to Cash at December 31, 2021 (d)
		Robert B. Evans		$            -		$          -		$            -		-		$            -		$               -
		John W. Gibson		$115,000		$33,597		$828,640		15,616		$195,000		$1,592,759
		Tracy E. Hart		$  46,000		$  4,449		$170,727		2,275		$            -		$               -
		Michael G. Hutchinson		$            -		$          -		$            -		-		$            -		$               -
		Pattye L. Moore		$115,000		$33,597		$828,640		40,123		$            -		$               -
		Eduardo A. Rodriguez		$  28,750		$  3,701		$129,250		2,538		$            -		$               -
		Douglas H. Yaeger		$            -		$         -		$            -		-		$            -		$               -

 

(a)

Reflects the value of the annual cash and stock retainers (based on the average of our high and low stock price on the NYSE on the grant date) deferred to phantom stock by a director under our Deferred Compensation Plan for Non-Employee Directors.

 

(b)

Dividend equivalents paid on phantom stock are reinvested in additional shares of phantom stock based on the closing price of our common stock on the NYSE on the date the dividend equivalent was paid.

 

20		ONE Gas, Inc. Notice of 2022 Annual Meeting of Shareholders and Proxy Statement

(c)

Includes 24,507 shares of phantom stock held by Ms. Moore and 709 shares of phantom stock held by Mr. Rodriguez as a result of the separation from ONEOK.

 

(d)

Mr. Gibson deferred board fees in the amount of $195,000 to cash in 2021. The total amount deferred to cash reflects the balance in Mr. Gibson’s cash deferral account. Cash deferrals earn interest at a rate equal to Moody’s Bond Indices Corporate AAA on the first business day of the plan year, plus 100 basis points which, at January 4, 2021, was 3.28 percent.

 

(2)

The amounts in this column reflect the aggregate grant date fair value, computed in accordance with Financial Accounting Standards Board’s Accounting Standards Codification Topic 718, Compensation-Stock Compensation (“ASC Topic 718”), with respect to stock awards received by directors for service on our Board. Since the shares are issued free of any restrictions on the grant date, the grant date fair value of these awards is based on the average of our high and low stock price on the NYSE on the date of grant. The following table sets forth the number of shares and grant date fair value of such shares of our common stock issued to our non-management directors during 2021 for service on our Board.

 

		Director		Shares Awarded in 2021		Aggregate Grant Date Fair Value
		Robert B. Evans		1,535		$115,000
		John W. Gibson		1,535		$115,000
		Tracy E. Hart		1,535		$115,000
		Michael G. Hutchinson		1,535		$115,000
		Pattye L. Moore		1,535		$115,000
		Eduardo A. Rodriguez		1,535		$115,000
		Douglas H. Yaeger		1,535		$115,000

 

(3)	For the aggregate number of shares of our common stock and phantom stock held by each member of our Board at March 1, 2022, see “Stock Ownership–Holdings of Officers and Directors” at page 34.

 

(4)

Reflects above-market earnings on Board fees deferred to cash under our Deferred Compensation Plan for Non-Employee Directors which provides for payment of interest on cash deferrals at a rate equal to Moody’s Bond Indices Corporate AAA on the first business day of the plan year, plus 100 basis points, which, at January 2, 2021, was 3.28 percent.

 

(5)

Reflects charitable contributions made by our company or the ONE Gas Foundation, Inc., on behalf of members of our Board as follows: (a) matching contributions up to $5,000 per year to non-profit organizations of his or her choice pursuant to our Matching Grants Program for Directors of ONE Gas through our Community Investment Program; and (b) matching contributions to the United Way pursuant to our annual United Way contribution program.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During 2021, Mesdames Hart and Moore and Messrs. Evans, Hutchinson, Rodriguez and Yaeger served on our Executive Compensation Committee. No member of the Executive Compensation Committee was an officer or employee of the company or its subsidiary during 2021, and no member of this committee was formerly an officer of the company or its subsidiary. In addition, during 2021, none of our executive officers served as a member of a compensation committee or Board of any other entity of which any member of our Board was an executive officer.

Ms. Moore currently serves as the Chair of the ONEOK Executive Compensation Committee, and Mr. Rodriguez serves as Vice Chair of the ONEOK Executive Compensation Committee.

EXECUTIVE SESSIONS OF THE BOARD

The non-management members of our Board meet in regularly scheduled executive sessions without any members of management present. Our Chairman of the Board presides during the non-management executive sessions of the Board. During 2021, the non-management members of our Board met in executive session during each regularly scheduled in-person meeting of the Board held during the year. We intend to continue this practice of regularly scheduled meetings of the non-management members of our Board.

Our corporate governance guidelines provide that our lead independent director, who is the chair of our Corporate Governance Committee, presides as the chair at executive session meetings of the independent members of our Board. The independent members of the Board meet in regularly scheduled executive sessions without any members of management or non-independent directors present in connection with each regularly scheduled in-person meeting of the Board. During 2021, the independent members of our Board met in executive session during each regularly scheduled in-person meeting of the Board held during the year. We intend to continue this practice of regularly scheduled meetings of the independent members of our Board.

 

ONE Gas, Inc. Notice of 2022 Annual Meeting of Shareholders and Proxy Statement		21

COMMUNICATIONS WITH DIRECTORS

Our Board believes that it is management’s role to speak for our company. Directors refer all inquiries regarding our company from institutional investors, analysts, the news media, customers or suppliers to our CEO or his designee. Our Board also believes that any communications between members of the Board and interested parties, including shareholders, should be conducted with the knowledge of our CEO. Interested parties, including shareholders, may contact one or more members of our Board, including non-management directors and non-management directors as a group, by writing to the director or directors in care of our corporate secretary at our principal executive offices. A communication received from an interested party or shareholder will be forwarded promptly to the director or directors to whom the communication is addressed. A copy of the communication also will be provided to our CEO. We will not, however, forward sales or marketing materials, materials that are abusive, threatening or otherwise inappropriate, or correspondence not clearly identified as interested party or shareholder correspondence.

COMPLAINT PROCEDURES

Our Board has adopted procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls, or auditing matters and complaints or concerns under our code of business conduct and ethics. These procedures allow for the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters and matters arising under our code of business conduct and ethics. The full text of these procedures, known as our whistleblower policy, is published on and may be printed from our website at www.ONEGas.com and is also available from our corporate secretary upon request.

 

22		ONE Gas, Inc. Notice of 2022 Annual Meeting of Shareholders and Proxy Statement

PROPOSAL 1 – ELECTION OF DIRECTORS

 

ELECTION BY MAJORITY VOTE

Our amended and restated certificate of incorporation provides for the annual election of directors. Our Board of Directors currently consists of eight members, each of whose terms will expire at the 2022 annual meeting. As described above, Mr. Norton resigned from the Board effective June 27, 2021, and Mr. McAnnally was elected to the Board effective June 28, 2021. Accordingly, the eight current members of our Board of Directors named in this proxy statement will stand for re-election at the annual meeting for one-year terms.

The Board believes that its current membership reflects a balanced Board with deep experience and diverse expertise.

Our bylaws provide that, in the case of uncontested elections (i.e., elections where the number of nominees is the same as the number of directors to be elected), director nominees are elected by the vote of a majority of the votes cast with respect to that nominee. Abstentions and broker non-votes with respect to the election of a director do not count as votes cast. Our corporate governance guidelines provide that any uncontested nominee for director who fails to receive the requisite majority vote at an annual or special meeting held for the purpose of electing directors where the election is uncontested must, promptly following certification of the shareholder vote, tender his or her resignation to the Board. The Board (excluding the director who tendered the resignation) will evaluate any such resignation in light of the best interests of the company and our shareholders in determining whether to accept or reject the resignation, or whether other action should be taken. In reaching its decision, the Board may consider any factors it deems relevant, including the director’s qualifications, the director’s past and expected future contributions to the company, the overall composition of the Board and whether accepting the tendered resignation would cause the company to fail to comply with any applicable rule or regulation (including the NYSE listing requirements and the federal securities laws). The Board will act on the tendered resignation and publicly disclose its decision and rationale within 90 days following certification of the shareholder vote.

The persons named in the accompanying proxy card intend to vote such proxy in favor of the election of each of the nominees named below, who are all currently directors, unless the proxy provides for a vote against the director. Although the Board has no reason to believe that the nominees will be unable to serve as directors, if a nominee withdraws or otherwise becomes unavailable to serve, the persons named as proxies will vote for any substitute nominee designated by the Board, unless contrary instructions are given on the proxy. Except for these nominees, no other person has been recommended to our Board as a potential nominee or otherwise nominated for election as a director.

BOARD DIVERSITY    

Our Board recognizes the importance of diversity on the Board. Diversity brings different perspectives to Board discussions and deliberations. During 2021, the Board included two female directors (25%) and one Hispanic director (12.5%). In terms of age, three age decades are represented on our board, and the difference in age between our oldest and youngest board members is 15 years. Average director tenure is slightly over six years. Ms. Moore and Messrs. Gibson and Rodriguez served on the ONEOK board of directors prior to our separation from ONEOK. Considering their tenure on the ONEOK board of directors, our average board tenure is over nine years.

BOARD QUALIFICATIONS

Our corporate governance guidelines provide that our Corporate Governance Committee will evaluate the qualifications of each director candidate and assess the appropriate mix of skills and characteristics required of Board members in the context of the perceived needs of the Board at a given point in time. Each director also is expected to:

 

•

exhibit high standards of integrity, commitment and independence of thought and judgment;

 

•

use his or her skills and experiences to provide independent oversight to the business of our company;

 

•

be willing to devote sufficient time to carrying out his or her duties and responsibilities effectively;

 

•

devote the time and effort necessary to learn the business of the company and the Board;

 

•

represent the long-term interests of all shareholders; and

 

•

participate in a constructive and collegial manner.

In addition, our corporate governance guidelines provide that, in nominating candidates, the Board will endeavor to establish director diversity in personal background, sex, sexual orientation, gender identity or expression, race, ethnicity, age and national origin, and to maintain a mix that includes, but is not limited to, the following areas of core competency: accounting and finance; investment banking; business judgment; management; industry knowledge; crisis response; international business; leadership; applicable ESG matters; strategic vision; law; and corporate relations.

The Board believes that each member of our Board possesses the necessary integrity, skills and qualifications to serve on our Board and that their individual and collective skills and qualifications provide them with the ability to engage management and each other in a constructive and collaborative fashion and, when necessary and appropriate, challenge management in the execution of our business operations and strategy.

 

ONE Gas, Inc. Notice of 2022 Annual Meeting of Shareholders and Proxy Statement		23

The following table summarizes the Board’s skills and qualifications as an easy reference:

 

Skills, Attributes and Experience

John Gibson

Robert Evans

Tracy Hart

Michael Hutchinson

Pattye Moore

Robert McAnnally

Eduardo Rodriguez

Douglas Yaeger

Executive Management

🌑

🌑

🌑

🌑

🌑

🌑

🌑

🌑

Operations

🌑

🌑

🌑

🌑

🌑

🌑

Industry Knowledge

🌑

🌑

🌑

🌑

🌑

🌑

Acquisitions and Divestitures

🌑

🌑

Strategic and Financial Planning

🌑

🌑

🌑

🌑

🌑

Risk Management and Oversight

🌑

🌑

Safety

🌑

🌑

🌑

🌑

🌑

🌑

Compliance

🌑

🌑

🌑

🌑

Corporate Governance

🌑

🌑

🌑

🌑

🌑

🌑

🌑

Executive Compensation

🌑

🌑

🌑

🌑

Marketing

🌑

🌑

Corporate Development

🌑

🌑

Regulatory Compliance

🌑

Legal

🌑

🌑

Financial and Operational Analysis

🌑

🌑

🌑

🌑

🌑

🌑

Public Accounting

🌑

Construction Management

🌑

🌑

Engineering Management

🌑

Accounting and Financial Expertise

🌑

🌑

🌑

🌑

🌑

🌑

Demographic Background

Board Tenure (years)

8

8

3

8

8

1

8

8

Age (years)

69

73

60

66

64

58

66

73

Gender (male/female)

M

M

F

M

F

M

M

M

Race/Ethnicity

Hispanic/Latino

🌑

Caucasian/White

🌑

🌑

🌑

🌑

🌑

🌑

🌑

 

24		ONE Gas, Inc. Notice of 2022 Annual Meeting of Shareholders and Proxy Statement

Certain information with respect to the eight nominees for election at the annual meeting, is set forth below. This information includes their names, ages, a brief description of their recent business experience, including present occupations and employment, certain directorships that each person holds and the year in which each person became a director of the company. All eight director nominees currently serve as directors of the company.

None of the director nominees are being proposed for election pursuant to any agreement or understanding between the nominees and the company or any other person(s).

There are no family relationships between or among any of the director nominees and executive officers.

 

 

ONE Gas, Inc. Notice of 2022 Annual Meeting of Shareholders and Proxy Statement		25

DIRECTOR NOMINEES

Set forth below is certain information with respect to each nominee for election as a director, each of whom is a current director. In light of the experience, skills and qualifications of each of the nominees for election as a director as detailed below, our Board has concluded that each nominee should continue as a member of our Board.

 

ROBERT B. EVANS Retired President and Chief Executive Officer, Duke Energy Americas		Committee Member: Audit (Vice Chair), Corporate Governance, Executive Compensation   Current Public Company Directorships: Targa Resources Corp. (since 2016) Targa Resources GP LLC (since 2007) New Jersey Resources Corp. (since 2009)   Prior Public Company Directorships: Sprague Resources, LP (2013 to 2018)   Prior Experience: Mr. Evans served as President and Chief Executive Officer of Duke Energy Americas, a business unit of Duke Energy Corp., from January 2004 until his retirement in March 2006. He served as the transition executive for Energy Services, a business unit of Duke Energy, during 2003. Mr. Evans was president of Duke Energy Gas Transmission, a business unit of Duke Energy, beginning in 1998 until he was named President and Chief Executive Officer in 2002, a position in which he served until 2004. Prior to his employment at Duke Energy, Mr. Evans served as Vice President of Marketing and Regulatory Affairs for Texas Eastern Transmission and Algonquin Gas Transmission from 1996 to 1998.   Skills and Qualifications: Mr. Evans has extensive experience with the natural gas transmission business and wholesale natural gas trading business of Duke Energy and Targa Resources Partners and his current and previous directorships for other energy companies brings executive management, corporate development, operations, finance, customer perspectives, safety, compliance, risk management and corporate governance to the Board.
Age: 73  Director Since: 2014  Independent: Yes

 

JOHN W. GIBSON Retired Chief Executive Officer, ONEOK and ONEOK Partners GP, L.L.C.		Committee Member: Executive (Chair)   Current Public Company Directorships: ONEOK, Chairman of the Board (since 2011)   Prior Public Company Directorships: ONEOK Partners, GP, L.L.C. (2007 to 2017) BOK Financial Corp (2008 to 2018) Matrix Service Company (2016 to 2020)   Prior Experience: Mr. Gibson served as Chief Executive Officer of ONEOK from January 2007 to January 2014. He was appointed Chairman of the Board of ONEOK in May 2011 and served as President from 2010 through 2011. Mr. Gibson served as Chief Executive Officer and as Chairman of the Board of ONEOK Partners, GP, L.L.C., the sole general partner of ONEOK Partners, L.P. from 2007 until it was acquired by ONEOK in June 2017. Mr. Gibson was instrumental in the separation of ONE Gas from ONEOK into a stand-alone, 100 percent regulated, publicly traded natural gas distribution company. In connection with the separation, Mr. Gibson retired as Chief Executive Officer of ONEOK and of ONEOK Partners GP, L.L.C. effective January 31, 2014. He joined ONEOK in 2000 as President of Energy where he served in a variety of leadership positions. Prior to joining ONEOK, Mr. Gibson was Executive Vice President of Koch Energy, Inc., a subsidiary of Koch Industries. He spent 18 years with Phillips Petroleum Company in a variety of domestic and international positions in its natural gas, natural gas liquids and exploration and production businesses. His career began in the energy industry in 1974 as a refinery engineer with Exxon Company, USA.   Skills and Qualifications: Mr. Gibson has extensive industry experience and brings strategic and financial planning, acquisitions and divestitures, operations, executive management, corporate development, compliance and risk management. His current and previous directorships bring valuable experience in corporate governance, executive compensation, marketing and financial matters.
Position:  Chairman of the Board
Age: 69  Director Since: 2014  Independent: No

 

26		ONE Gas, Inc. Notice of 2022 Annual Meeting of Shareholders and Proxy Statement

TRACY E. HART President and Chief Executive Officer, Tarlton Corporation		Committee Member: Audit, Corporate Governance, Executive Compensation   Current Public Company Directorships: None   Prior Public Company Directorships: None   Prior Experience: Ms. Hart has served as President and Chief Executive Officer and on the board of Tarlton Corporation, a St. Louis based general contracting and construction management firm since joining the company in 1990. Ms. Hart also serves as President and Chief Executive Officer of Waterhout Construction Company, a Tarlton wholly-owned subsidiary. She is the first woman to become president of a major general contracting company in St. Louis, and one of a few nationally. Ms. Hart serves on the Executive Committee of Midwest BankCentre’s Legal Board of Directors.   In 2008, Ms. Hart was elected the first woman chairperson of the Associated General Contractors of St. Louis, having served on the board since 1996. She also is the first woman to be named chairperson of the AGC Natural Quality in Construction Committee. Ms. Hart has received much recognition as a successful business leader including being awarded the University of Missouri-St. Louis Trailblazer Award for her accomplishments. Ms. Hart holds numerous positions in the community, including her position as a board member of the St. Louis Regional Chamber, and service on the Board of Trustees at St. Louis Children’s Hospital. In 2019, Ms. Hart was appointed as a Commissioner of the St. Louis Economic Development Partnership, the economic development entity for St. Louis city and county, and became chairperson in 2020.   Skills and Qualifications: Ms. Hart has extensive executive management and construction management experience, leadership skills and directorships, and brings valuable experience in finance, operations, strategic and financial planning, acquisitions and divestitures, corporate governance, and risk management. Her years of service to her community in varying positions brings social responsibility, community engagement, and inclusion and diversity experience.
Age: 60  Director Since: 2018  Independent: Yes

 

MICHAEL G. HUTCHINSON Retired Partner, Deloitte & Touche		Committee Member: Audit (Chair), Corporate Governance (Vice Chair), Executive Compensation, Executive   Current Public Company Directorships: None   Prior Public Company Directorships: Whiting Petroleum Corporation (2019 to 2020) Westmoreland Coal Company (2012 to 2019) CoBiz Financial, Inc. (2017 to 2018) ONEOK Partners GP, L.L.C. (2015 to 2017)   Prior Experience: Mr. Hutchinson retired as a partner from Deloitte & Touche in 2012. His Deloitte career spanned nearly 35 years, leading the energy and natural resources practice in Colorado for more than 10 years, while at the same time managing more than 150 professionals in the Denver audit and enterprise risk management practice. Mr. Hutchinson was elected to the board of Whiting Petroleum Corporation on September 1, 2019, and served as a member of its Audit Committee until it emerged from bankruptcy in September 2020. Mr. Hutchinson served on the board of Westmoreland Coal Company from 2012 through March 2019 and served as its interim Chief Executive Officer from November 2017 until conclusion of the company’s restructuring process in March 2019. Mr. Hutchinson served on the board of CoBiz Financial, Inc. and as its audit committee chair until it was acquired in September 2018. In 2015, Mr. Hutchinson joined the board of ONEOK Partners GP, L.L.C., the general partner of ONEOK Partners, L.P., and served as vice chair of its Audit Committee until the acquisition of ONEOK Partners, L.P. by ONEOK, Inc. in June 2017.   Skills and Qualifications: Mr. Hutchinson has extensive experience with accounting principles, financial controls and evaluating financial statements of public companies in the energy sector, particularly from an auditor’s perspective and his current and previous directorships brings extensive management experience and corporate governance to the Board.
Age: 66  Director Since: 2014  Independent: Yes

 

ONE Gas, Inc. Notice of 2022 Annual Meeting of Shareholders and Proxy Statement		27

ROBERT S. McANNALLY President and Chief Executive Officer, ONE Gas		Committee Member: Executive   Current Public Company Directorships: None   Prior Public Company Directorships: None   Prior Experience: Mr. McAnnally has served as President and Chief Executive Officer of ONE Gas since June 28, 2021. Mr. McAnnally joined the company in 2015 as senior vice president of operations responsible for the operation of its three natural gas utilities – Oklahoma Natural Gas Company, Kansas Gas Service and Texas Gas Service. He was promoted to COO in 2020, assuming additional responsibilities for the company’s administrative functions, including human resources and information technology. Before joining ONE Gas, Mr. McAnnally was an officer of Energen Corporation, serving first as vice president of external affairs and strategic planning, then as senior vice president of customer service and marketing for its utility subsidiary, Alagasco. Before joining Energen, Mr. McAnnally practiced law, representing clients in the utility, financial and corporate sectors.   Mr. McAnnally serves on the Board of Directors of the American Gas Association. He served as the Chair of the Board of Trustees of the American Gas Foundation and remains an active trustee. Mr. McAnnally is also involved in several other industry associations and charitable organizations.   Skills and Qualifications: Mr. McAnnally has extensive experience in executive management, operations, strategic and financial planning, safety and compliance. In addition, Mr. McAnnally has legal and financial and operational analysis experience.
Position:  Management Director
Age: 58  Director Since: 2021  Independent: No

 

PATTYE L. MOORE Business Strategy Consultant, Pattye Moore & Associates LLC		Committee Member: Executive Compensation (Chair), Corporate Governance, Audit, Executive   Current Public Company Directorships: ONEOK, Inc. (since 2002)   Prior Public Company Directorships: Red Robin Gourmet Burgers (2007 to 2019)   Prior Experience: Ms. Moore served on the Board of Red Robin Gourmet Burgers from 2007 until her retirement on December 31, 2019, served as the non-executive Chairman of the Board from 2010 through October 2019 and served as interim Chief Executive Officer from April 2019 through October 2019. Since 2002, Ms. Moore has served on the board of ONEOK and is the Chair of its Executive Compensation Committee. Ms. Moore also serves as a director of privately-held QuikTrip Corporation. In addition, Ms. Moore is a business strategy consultant, speaker and the author of Confessions from the Corner Office, a book on leadership instincts, published by Wiley & Sons in 2007. Ms. Moore served on the board of Sonic Corp. from 2000 through January 2006 and was the President of Sonic from January 2002 to November 2004. She held numerous senior management positions during her 12 years at Sonic.   Skills and Qualifications: Ms. Moore has extensive leadership skills, executive management, management development, marketing and brand development, and strategic planning experience. Ms. Moore’s current and previous directorships bring corporate governance and executive compensation experience to the Board. Ms. Moore also has extensive experience as a member of the board of numerous non-profit organizations, including serving as Chairman of the Board of the National Arthritis Foundation. Ms. Moore is a National Association of Corporate Directors (“NACD”) Board Leadership Fellow and was named to the NACD 2017 Directorship 100 List.
Age: 64  Director Since: 2014  Independent: Yes

 

28		ONE Gas, Inc. Notice of 2022 Annual Meeting of Shareholders and Proxy Statement