ONE GAS INC (OGS)
Sector: Utilities
2026 Annual Meeting Analysis
ONE GAS INC · Meeting: May 21, 2026
Directors FOR
8
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Hart has served since 2018 (8 years tenure), meets all independence and attendance standards, no overboarding concerns (no other public company boards), and the TSR underperformance trigger does not fire — OGS's 3-year TSR of +25.9% trails the peer median by only 10.7pp, well below the 50pp threshold required for strong-positive TSR.
Hersman joined the board in June 2023, giving her roughly 3 years of tenure; the TSR trigger does not fire at the slate level (gap is only 10.7pp vs. the 50pp threshold), she holds 2 outside public board seats (NiSource and Lyft) which is within the policy limit for non-executive directors, and she passes all other policy screens.
Hutchinson has served since 2014 (12 years), is a retired Deloitte partner with clear financial expertise, chairs the Executive Compensation Committee, holds no other public company board seats, and the TSR underperformance trigger does not apply given the small 10.7pp gap versus the 50pp threshold.
McAnnally is the CEO and sole management director; he has served since 2021 (5 years), holds no outside public company board seats (within policy for a sitting CEO), and the TSR underperformance trigger does not fire — the 3-year gap versus the peer median is only 10.7pp against a 50pp threshold.
Meshri joined in 2024 and has been on the board for approximately 2 years, placing him at the outer boundary of the 24-month new-director exemption; the TSR trigger does not fire at the slate level regardless, and he holds no other public company board seats.
Moore has served since 2014 (12 years), is independent, holds one outside public board seat (ONEOK), passes all attendance and qualification screens, and the TSR underperformance trigger does not apply given the 10.7pp gap is well below the 50pp threshold.
Rodriguez has served since 2014 (12 years), is the lead independent director, holds one outside public company board seat (ONEOK), has extensive legal and energy experience, and the TSR underperformance trigger does not fire given the 10.7pp peer gap is far below the 50pp threshold.
Siegel joined in 2024 and has approximately 2 years of tenure, placing him within or near the 24-month new-director exemption window; the TSR trigger does not fire regardless, he holds no other public company board seats, and his energy sector investment expertise is directly relevant.
All eight director nominees pass the policy screens. The company's 3-year total shareholder return of +25.9% (strong positive) trails the peer group median by only 10.7 percentage points, far below the 50pp underperformance threshold required to trigger a negative vote under the strong-positive TSR tier. No directors are overboarded, all independent directors serving on the audit and compensation committees are classified as independent, attendance was strong (each incumbent attended at least 93% of meetings), and the board discloses a comprehensive skills matrix. The vote is FOR all eight nominees.
Say on Pay
✓ FORCEO
Robert S. McAnnally
Total Comp
$5,575,027
Prior Support
96%%
The CEO's total reported compensation of $5,575,027 is reasonable for a utility company of ONE Gas's size ($5.6 billion market cap), and the prior say-on-pay vote received 96% shareholder support in 2025 — well above the 70% threshold that would require a response. The pay mix is heavily performance-linked: 70% of the CEO's equity awards are performance stock awards tied to multi-year results, and only base salary ($925,000, roughly 17% of total direct compensation of $5,175,000) is fixed, far below the 40% fixed-pay threshold that would raise a concern. The company's 3-year total shareholder return of +25.9% does not significantly trail the peer median (gap of only 10.7pp), and variable pay levels appear commensurate with performance, so the pay-for-performance alignment check passes.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
11 yrs
Audit Fees
$1,902,500
Non-Audit Fees
$80,600
PwC has served as ONE Gas's auditor for 11 years, well below the 25-year tenure threshold that would raise concern. Non-audit fees (audit-related fees of $2,000 plus tax fees of $78,600, totaling approximately $80,600) represent only about 4.2% of audit fees of $1,902,500, comfortably below the 50% threshold. PwC is a Big 4 firm appropriate for a $5.6 billion market cap company. No material restatements were identified. All policy screens pass.
Overall Assessment
The 2026 ONE Gas annual meeting presents a straightforward ballot: all eight director nominees pass the TSR, overboarding, attendance, and independence screens; PricewaterhouseCoopers receives a clean ratification with minimal non-audit fees and an 11-year tenure well below the concern threshold; and the executive compensation program — with 96% prior-year support, a heavily performance-linked pay mix, and reasonable CEO pay levels — warrants a FOR vote. The Employee Stock Purchase Plan share increase is the only non-standard proposal and falls outside the current policy scope.
Compensation Peer Group
13 companies disclosed in 2026 proxy filing