Cathy Gates
OGE ENERGYAbout Cathy R. Gates
Cathy R. Gates (age 66) is an independent director of OGE Energy Corp., serving since 2023. She is a retired assurance partner from Ernst & Young LLP, where she was Tulsa Managing Partner for eight years overseeing 100+ professionals across multiple industries; she retired in 2017. Gates is designated by the Board as an Audit Committee Financial Expert and serves on both the Audit and Compensation Committees. The Board classifies her as independent under NYSE and SEC rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young LLP | Assurance Partner; Tulsa Managing Partner | Managing Partner for 8 years; retired 2017 | Oversight of 100+ professionals; served public and private clients in retail/consumer, transportation, manufacturing, and contract drilling industries |
External Roles
| Organization | Role | Tenure/Notes |
|---|---|---|
| Somnigroup International Inc. (formerly Tempur Sealy International, Inc.) | Director; Audit Committee member | Current public company directorship |
| Tulsa Area United Way | Non-profit board/leadership involvement | Community service role |
| University of Arkansas Walton College of Business | Non-profit/academic board involvement | Community/academic engagement |
Board Governance
- Committee assignments and roles (2024 activity):
- Audit Committee member (4 meetings in 2024)
- Compensation Committee member (6 meetings in 2024)
- Audit Committee Financial Expert designation: Yes (SEC definition)
- Independence: Board states 9 of 10 directors independent; all Audit and Compensation Committee members are independent
- Board/meeting attendance:
- Board met 7 times in 2024; each director attended ≥75% of Board and assigned committee meetings
- All ten directors nominated in 2024 attended the 2024 virtual Annual Meeting of Shareholders
- Board leadership context:
- Combined Chair/CEO; Lead Independent Director (Judy R. McReynolds) oversees executive sessions, agendas, and shareholder outreach
Fixed Compensation (Director)
| Year | Cash Fees ($) | Stock Awards ($) | Option Awards ($) | Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 120,000 | 160,000 | — | — | 280,000 |
Fee framework (non-management directors, 2024 decisions/2025 structure):
- Annual retainer: $275,000; paid $115,000 in quarterly cash and $160,000 as annual equity retainer (credited to Deferred Compensation Plan as common stock units; 3,793.3 units on 12/10/2024)
- Lead Director fee: $30,000; Committee Chairs: Audit/Compensation $20,000; Nominating $15,000; Audit Committee membership fee: $5,000; no meeting fees
Performance Compensation
- OGE does not grant performance-based equity or options to directors; the annual equity retainer is credited as deferred common stock units, not contingent on performance. No options were awarded to directors in 2024.
Other Directorships & Interlocks
| Company | Role | Committee | Notes |
|---|---|---|---|
| Somnigroup International Inc. (formerly Tempur Sealy International, Inc.) | Director | Audit | Current public board; committee service disclosed |
- Independence considerations: OGE’s auditor is Ernst & Young LLP; Gates is a retired EY partner (retired 2017). The Board deems her independent and a financial expert; Audit Committee independence affirmed. Watch item given prior affiliation, but Board’s independence determination applies.
Expertise & Qualifications
- Financial/accounting expertise; SEC-designated Audit Committee Financial Expert
- Executive oversight experience from public accounting and audit committee service at another public company
- Risk oversight experience; industry breadth across multiple sectors; familiarity with OGE’s service territory
Equity Ownership
| Item | Amount | Date/Notes |
|---|---|---|
| Beneficially owned shares | 8,498 | As of March 17, 2025; <0.1% of class |
| Common stock units (Deferred Compensation Plan) | 8,398 | Included in beneficial ownership per footnote; as of March 17, 2025 |
| Common stock units (DCP) | 8,315 | As of December 31, 2024 (reference for year-end balance) |
| Hedging | Prohibited for directors by policy | |
| Director stock ownership guideline | Equal to aggregate of five most recent annual equity retainers (Board-level guideline) |
Governance Assessment
-
Strengths
- Independent director with deep financial expertise; Audit Committee Financial Expert designation bolsters audit oversight.
- Active roles on key oversight committees (Audit and Compensation) with regular meeting cadence in 2024.
- Director equity paid in common stock units aligns interests; hedging prohibited; director ownership guideline in place.
- Board/committee independence and attendance thresholds met; full Board attendance at 2024 annual meeting supports engagement.
- Say-on-Pay approval >90% last year indicates supportive shareholder sentiment on pay practices; Compensation Committee uses an independent consultant (Mercer) with conflict safeguards.
-
Watch items
- Prior EY affiliation while EY is incumbent auditor could be perceived as an interlock; mitigated by retirement in 2017, Board independence determination, and Audit Committee independence. Monitor ongoing auditor independence disclosures.
- Individual ownership <0.1% of outstanding shares is typical for utilities but represents limited dollar alignment relative to float; offset by deferred stock unit structure and ownership guidelines.
-
Related-party/Conflicts
- Proxy outlines strict related-party and conflict policies; loans prohibited; Board/committees oversee conflicts. No specific related-party transactions involving Gates are described in the proxy.
Notes on OGE governance environment
- Board recommended eliminating supermajority voting provisions (shareholder-friendly change pending approval).
- Lead Independent Director role formalized with robust responsibilities including executive sessions and shareholder engagement.