Angela Kouplen
About Angela E. Kouplen
Independent director at AAON since 2016, currently serving a term expiring at the 2027 annual meeting; age 51; background spans >25 years in energy with emphasis on IT, sourcing/vendor management, HR, strategy, and governance. She is Senior Vice President and Chief Human Resources Officer at ONE Gas (NYSE: OGS); previously VP of Administration and CIO at University of Tulsa (2021–2023), SVP & CIO at WPX Energy (2012–2021), and held IT leadership roles at Williams (2007–2010) and CITGO Petroleum (1997–2007). Education: B.S. in Management (Oklahoma State University) and MBA (University of Tulsa) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| WPX Energy | Senior Vice President & Chief Information Officer; responsibilities included HR, executive compensation, IT, real estate | 2012–2021 | Oversight of HR and executive compensation processes; enterprise IT governance |
| Williams Companies | Leadership roles in sourcing and IT | 2007–2010 | Contract management and vendor relations |
| CITGO Petroleum | Various IT positions | 1997–2007 | Technology operations supporting refining/marketing |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| ONE Gas (NYSE: OGS) | Senior Vice President & Chief Human Resources Officer | 2023–present | Oversees HR, executive compensation, inclusion & diversity, aviation |
| University of Tulsa | Vice President of Administration & Chief Information Officer | Aug 2021–Aug 2023 | Enterprise administration and IT |
Board Governance
- Independence: Board has affirmatively determined Kouplen is independent under NASDAQ and SEC standards .
- Committee assignments and chair roles: Chair, Compensation Committee; Member, Audit Committee .
- Board leadership context: Independent Chair (A.H. McElroy II) and Independent Vice Chair (Caron Lawhorn); committees fully independent .
- Attendance/engagement: 2024 meetings – Board (5), Audit (4), Compensation (6), Governance (5); member participation >75% across committees .
| Committee/Body | Position | 2024 Meetings | Attendance Indicator |
|---|---|---|---|
| Board | Director | 5 | >75% participation |
| Compensation Committee | Chair | 6 | >75% participation |
| Audit Committee | Member | 4 | >75% participation |
Fixed Compensation (Director)
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Annual director cash retainer | 65,000 | Paid quarterly; inclusive of meetings |
| Committee chair fee (Comp Committee) | 16,000 | Paid quarterly |
| Audit Committee membership fee | 10,000 | Paid quarterly |
| Total cash fees (2024) | 91,000 | Sum of above |
Performance Compensation (Director Equity)
| Grant Type | Grant Date | Shares Granted | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Restricted Stock Award (RSA) | May 21, 2024 | 1,283 | 97,377 (per-share $75.90–$76.48) | Ratably over remaining board term |
- Options/PSUs: AAON discloses no options or PSUs for non-employee directors during 2024; Kouplen received no stock options .
- Ownership/retention guidelines: Directors must maintain equity equal to 6x board-level cash retainer; all current non-employee directors (including Kouplen) satisfy requirements as of March 14, 2025 .
Other Directorships & Interlocks
- Public company board service: None disclosed for Kouplen outside AAON .
- Network ties: Kouplen is CHRO at ONE Gas; AAON director Caron Lawhorn is retired CFO of ONE Gas, indicating an inter-company professional network tie (not a disclosed related-party transaction or compensation interlock) .
- Compensation Committee interlocks: Company reports no interlocks or insider participation requiring disclosure for Compensation Committee members .
Expertise & Qualifications
- Domain expertise: Information technology, HR, executive compensation, sourcing/vendor relations, strategy, governance .
- Board skills matrix: Kouplen contributes to corporate governance, executive compensation, risk oversight, strategic/financial planning, HR and IT; board tenure 9 years (as of 2025) .
Equity Ownership
| Measure | Value |
|---|---|
| Total beneficial ownership (AAON common stock) | 36,335 shares; options: none; <1% of outstanding |
| Shares held in AAON 401(k) | None |
| Unvested RSAs outstanding | 1,283 shares (as of Dec 31, 2024) |
| Hedging/pledging | Prohibited under Insider Trading Policy (no hedging/pledging/margin accounts) |
| Ownership guideline compliance | Directors meet guideline (as of Mar 14, 2025) |
Insider Trades
| Filing Date | Form | Key Details | Source |
|---|---|---|---|
| May 15, 2025 | Form 4/A | Amended to increase shares granted by 110 to 1,534 shares (originally 1,424) | |
| May 15, 2025 | Form 4 | Statement of changes in beneficial ownership filed (director) |
Compensation Committee Analysis (Chair Oversight Signals)
- Independent consultant: Meridian Compensation Partners engaged; Committee retains sole authority and reviews consultant independence; no conflicts reported .
- Executive incentive design: Annual bonus metrics weighted 67% Operating Profit and 33% Net Sales; payouts linearly interpolated between threshold/target/max; no discretionary adjustments applied for NEOs in 2024 .
- 2024 performance vs. targets: Operating Profit $211.8M vs. $248.8M (85% of budget); Net Sales $1,200.6M vs. $1,223.5M (98%); weighted bonus factor 0.58 .
- Long-term equity for NEOs: PSU (50%), options (25%), RSA (25%) mix; PSUs tied to 3-year relative TSR vs. S&P 600 Capital Goods peers; 2022–2024 TSR 143.2% at 79.1st percentile → PSU payout 196.4% of target (capped at 100% if absolute TSR negative) .
| Annual Incentive Metric (2024) | Opportunity Budget | Actual | % of Budget | Weighted Bonus Factor |
|---|---|---|---|---|
| Operating Profit (67%) | $248.8M | $211.8M | 85% | 0.33 |
| Net Sales (33%) | $1,223.5M | $1,200.6M | 98% | 0.25 |
| Total | — | — | — | 0.58 |
Additional governance signals:
- Clawbacks: Legacy misconduct-triggered clawback and Nasdaq-compliant mandatory clawback for erroneously awarded compensation after restatements; no indemnification or insurance reimbursement allowed .
- Say-on-pay support: 2024 approval 96.8%; 3-year average 95.2% .
Potential Conflicts & Related-Party Exposure
- Company-reported related-party transactions in 2024 involved entities linked to CEO and other executives (Fields Mechanical Systems, Kvichak Lodge, aircraft leasing via N25VR, LLC), but none involve Kouplen .
- Hedging/pledging ban and annual independence review further mitigate alignment risks .
Governance Assessment
- Strengths: Independent director with relevant HR/compensation/IT governance expertise; chairs Compensation Committee and serves on Audit; attendance >75% across committees; robust ownership/retention guidelines met; strong say-on-pay results; formal clawbacks; ban on hedging/pledging; use of independent compensation consultant .
- Watch items: Professional network tie to ONE Gas (alongside another AAON director’s past senior role at ONE Gas) warrants routine monitoring for potential perceived interlocks, though AAON discloses no Compensation Committee interlocks and no related-party transactions for Kouplen .
- Overall investor confidence impact: Positive—committee leadership, independence, and policy framework align with shareholder-friendly governance; no disclosed conflicts or red flags specific to Kouplen .