Caron Lawhorn
About Caron A. Lawhorn
Independent Vice Chair of the Board at AAON and Audit Committee Chair with 35+ years in accounting, finance, operations, and corporate development. Age 64; elected to AAON’s Board in January 2019; current term expires at the 2026 Annual Meeting (approx. 6 years of service) . Former Senior Vice President and Chief Financial Officer of ONE Gas, Inc. (2019–2023), previously Senior Vice President, Commercial at ONE Gas and multiple senior roles at ONEOK; earlier career at KPMG (Senior Manager) and Emergency Medical Services Authority (CFO). BS in Business Administration, University of Tulsa; Certified Public Accountant .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ONE Gas, Inc. | Senior Vice President & Chief Financial Officer | Mar 1, 2019 – Dec 31, 2023 | Led finance, accounting, treasury, IR, ESG reporting |
| ONE Gas, Inc. | Senior Vice President, Commercial | From Jan 2014 separation | Commercial leadership post-spin from ONEOK |
| ONEOK, Inc. | Various senior executive roles | Pre-2014 | Finance, accounting, treasury, operations, corporate development |
| KPMG | Senior Manager | Prior to ONEOK/ONE Gas | Public accounting, leadership experience |
| Emergency Medical Services Authority (Tulsa) | Chief Financial Officer | Prior to ONEOK | Public sector healthcare finance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No current public company directorships disclosed in AAON’s proxy |
Board interlock note: AAON director Angela E. Kouplen is SVP & CHRO at ONE Gas, Inc.; Lawhorn previously served as ONE Gas CFO. No related-party transactions with ONE Gas are disclosed for AAON in FY2024, mitigating conflict risk .
Board Governance
| Body/Committee | Role | 2024 Meetings | Attendance/Participation |
|---|---|---|---|
| Board of Directors | Independent Vice Chair | 5 | Member participation >75% |
| Audit Committee | Chair; Audit Committee Financial Expert (SEC-defined) | 4 | Member participation >75%; all members meet heightened independence |
| Governance Committee | Member | 5 | Member participation >75% |
- Independence: Lawhorn is affirmatively determined independent under NASDAQ/SEC standards .
- Board leadership structure: Independent Chair (A.H. McElroy II) and Independent Vice Chair (Lawhorn) model, reviewed annually by independent directors .
- Executive sessions: Independent directors and committees conduct regular executive sessions; Vice Chair presides for independents .
Fixed Compensation (Director)
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Retainer | $65,000 | Paid quarterly; inclusive of meetings |
| Independent Vice Chair Fee | $50,000 | Paid quarterly |
| Committee Chair Fee (Audit) | $20,000 | Audit Chair fee |
| Governance Committee Membership | $9,000 | Membership fee |
| Total Cash (2024) | $144,000 | Sum of above |
Performance Compensation (Director)
| Grant Type | Grant Date | Shares Granted | Grant Date Fair Value (USD) | Vesting |
|---|---|---|---|---|
| Restricted Stock Award (RSA) | May 21, 2024 | 1,283 | $97,743 | Vests ratably over remaining Board term |
- Options/PSUs: Non-qualified options have not been granted to non-employee directors during their Board term; director equity is time-vested RSAs (no performance metrics) .
Other Directorships & Interlocks
| Company | Role | Committee | Potential Interlock/Conflict |
|---|---|---|---|
| — | — | — | None disclosed for Lawhorn; see note on ONE Gas linkage via another AAON director; no related-party transactions with ONE Gas disclosed |
Expertise & Qualifications
- Audit Committee Financial Expert under SEC rules .
- CPA; BS in Business Administration (University of Tulsa) .
- Deep experience in finance, accounting, treasury, investor relations, ESG reporting, and corporate development .
- Skills matrix lists Lawhorn with accounting/financial expertise, compliance, corporate governance, regulatory compliance, risk oversight, and strategic/financial planning .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total Beneficial Ownership (shares) | 15,851 | As of Mar 14, 2025 |
| Ownership % of Outstanding | <1% | Less than 1% |
| Options (exercisable/unexercisable) | 0 / 0 | No options reported |
| Unvested RSAs (outstanding) | 2,463 | As of Dec 31, 2024 |
| 401(k) Shares | 0 | No holdings in plan |
| Ownership Guidelines | Directors must hold ≥6x Board cash retainer; all non-employee directors met requirement as of Mar 14, 2025 | |
| Hedging/Pledging | Prohibited | Insider Trading Policy bans hedging/pledging |
Governance Assessment
- Strengths: Independent Vice Chair role enhances oversight; Lawhorn chairs Audit Committee and is an SEC-defined financial expert; all committee members meet heightened independence; board uses executive sessions regularly .
- Alignment: Director equity via RSAs time-vested over Board term; robust ownership guidelines with full compliance; hedging/pledging prohibited .
- Shareholder signals: Strong say-on-pay support (96.8% in 2024; three-year average 95.2%), suggesting investor confidence in pay practices and Board oversight .
- Compensation governance: Board compensation program reviewed by independent consultant in 2024; Compensation Committee retains independent consultant (Meridian) with no conflicts; no Compensation Committee interlocks disclosed .
- Risk oversight: Audit Committee reports active oversight of audit and internal controls; recommended including 2024 audited financials in Form 10-K .
- RED FLAGS: None identified specific to Lawhorn. Company-level related-party transactions exist (CEO’s brother’s entity; payments to a lodge partially owned by CEO; aircraft time leased from entities partially owned by President/VP), but no disclosure of ties to Lawhorn in FY2024 .
- Attendance: Board and committees met 5/4/6/5 times respectively in 2024; member participation exceeded 75% across bodies (company-wide metric) .
Overall: Lawhorn’s independence, leadership as Vice Chair and Audit Chair, and financial expertise support board effectiveness and investor confidence, with alignment reinforced by ownership policies and strong say-on-pay results .