David Hauser

About David L. Hauser

Independent director at OGE Energy Corp. since 2015; currently Chair of the Compensation Committee, member of the Nominating, Corporate Governance & Stewardship Committee, and member of the Executive Committee . Former Group Executive & CFO of Duke Energy and former Chairman & CEO of FairPoint Communications; holds a B.A. (Furman University) and MBA (UNC Charlotte). Age 73 as disclosed in 2025 EnPro proxy where he serves as Independent Chairman; OGE biography confirms his Duke/FairPoint background and tenure at OGE beginning in 2015 .

Past Roles

External Roles

Board Governance

• Current OGE committee assignments (2024 activity): Compensation Committee Chair; Nominating, Corporate Governance & Stewardship Committee member; Executive Committee member; rotated off the Audit Committee effective Jan 1, 2024 .
• Committee meeting cadence in 2024: Compensation (6), Audit (4), Nominating, Corporate Governance & Stewardship (6) .
• Attendance: “Each director…attended at least 75%” of total Board and committee meetings in 2024; in 2022, at least 83% for each director .
• Independence: Board has treated Hauser as independent under NYSE standards since appointment; Board emphasized his “financial expert” qualifications and audit-chair experience at other public companies .
• Lead Independent Director (OGE): Judy R. McReynolds .

Fixed Compensation (Director)

Notes:

• Equity retainer credited as deferred common stock units; 2024 credit based on 12/10/2024 closing price (3,793.3 stock units per director grant) .
• The annual equity retainer increased from $152,500 to $160,000 effective 12/10/2024; no change to cash retainer for 2025 .

Performance Compensation (Director)

Other Directorships & Interlocks

• Related-party/Conflict policy: OGE’s Code of Ethics and Corporate Governance Guidelines prohibit transactions that could cast doubt on director independence; waivers require Board action and prompt disclosure .
• Hedging/Pledging: OGE prohibits directors and officers from hedging or monetization transactions in company securities (e.g., collars, swaps, forwards). Pledging is not expressly referenced in the cited OGE sections; no exceptions disclosed .

Expertise & Qualifications

• “Financial expert” profile underpinning Audit oversight: OGE’s board cited Hauser’s prior CFO role at Duke, audit committee leadership at other public companies, and financial acumen; qualified as “financial expert” in board’s assessment .
• Utility/regulatory experience and risk oversight background highlighted repeatedly by OGE’s board .
• Education: B.A. (Furman), MBA (UNC Charlotte) .

Equity Ownership

• Ownership concentration: OGE proxies note each director other than the CEO owned less than 0.1% of shares outstanding as of measurement dates .
• Stock ownership guidelines: Directors expected to maintain holdings equal to the aggregate of their five most recent annual equity retainer grants; reviewed annually by the Compensation Committee .

Insider Trades and Filings

Governance Assessment

• Strengths

  • Independent director with deep utility finance background; serves as Compensation Committee Chair and on key governance committees; independence and “financial expert” status reinforce oversight credibility .
  • Director pay mix balanced toward equity via deferred stock units; increase in equity retainer in 2024 enhances alignment; stock ownership guidelines for directors apply; anti-hedging policy in force .
  • Attendance thresholds met at Board level (≥75% in 2024; ≥83% in 2022); committee workload and rotation (off Audit to Nominating in 2024) suggest active refresh and balanced risk oversight .

• Watch items / potential red flags

  • Historical association with FairPoint Communications during a Chapter 11 filing (2009); EnPro’s proxy discusses the committee’s consideration of context—this is historical, not an OGE-related issue, but some investors may note it in governance risk screens .
  • OGE proxy discloses anti-hedging, but explicit anti-pledging language was not found in the cited sections; confirm in full proxy whether pledging is restricted if this is a focus area .

• Related-party and conflicts

  • No related-party transactions involving Hauser disclosed; OGE’s policies restrict transactions that could impair independence; waivers require Board approval and disclosure .

Appendix: Committee Assignments and Meetings (2024 activity)

Policies: Prohibition on hedging by directors/officers ; Clawback for incentive comp upon restatement (executives) ; Director stock ownership guidelines in place .

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