David Parker
OGE ENERGYAbout David Parker
David A. Parker is Vice President – Technology, Data and Security at OG&E, OGE Energy Corp.’s regulated utility subsidiary, and has served in technology, data and cybersecurity leadership roles at OGE since joining the company in 2002 . He holds a BBA in Accounting from Friends University and an MBA from Oklahoma Christian University, and serves on the Board of Sunbeam Family Services . Pay design emphasizes alignment with performance—annual incentives are tied to OG&E earnings per share (EPS) and operating metrics, while long-term incentives are 65% performance units based on relative TSR vs the EEI Index and 35% time-based RSUs; in 2024, the OG&E EPS component paid 200% of target and the 2022 TSR-based performance unit cycle vested at ~157%, evidencing linkage to results . Company-wide performance indicators relevant to Parker’s pay showed improvement in 2024 (Company TSR value of $100 initial investment rose to $116.84; OG&E EPS was $2.33), reinforcing incentive alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| OGE Energy Corp. | Director, Audits and Enterprise Security | n/d | Built internal audit and enterprise security capabilities foundational to current cyber/data mandate . |
| OGE Energy Corp. | Director, Enterprise Security and Risk | n/d | Expanded enterprise security and risk oversight; precursor to current VP scope in technology, data and security . |
| OGE Energy Corp./OG&E | Vice President – Technology, Data & Security | 2002–present (joined OGE in 2002; current VP tenure n/d) | Leads technology, data and cybersecurity as complexity and importance increase for the utility . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sunbeam Family Services | Board Member | n/d | Community engagement; strengthens local stakeholder ties and leadership profile . |
Fixed Compensation
| Metric | 2024 | 2025 |
|---|---|---|
| Base Salary (set) | $367,567 | $378,602 |
| Salary Paid (SCT) | $367,557 | n/d |
| Target Annual Bonus (%) | 45% of salary | n/d (committee approved 2025 targets ranged 45%–120% across execs) |
| AIP Target ($) | $165,401 | n/d |
| AIP Actual Paid ($) | $214,177 | n/d |
Performance Compensation
Annual Incentive Plan (AIP) – 2024 Design and Outcome
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| OG&E Earnings Target (EPS) | 40% of AIP for NEOs | Company-set EPS goal (value not disclosed) | Achieved above target | 200% of this component (2024) | Cash, paid for 2024 performance |
| O&M Target | n/d (similar weighting to 2023) | O&M expense target | n/d | n/d | Cash, paid for 2024 performance |
| Customer/Operations Target | n/d | Customer/operational goals | n/d | n/d | Cash |
| Safety Target | n/d | Safety goals | n/d | n/d | Cash |
| Environmental Target | n/d | Environmental operations target | n/d | n/d | Cash |
| Overall AIP (Parker) | — | $165,401 target | $214,177 actual paid | n/a | Cash |
Notes:
- AIP payouts scale 0–200% of target; targets unchanged vs 2023; performance goals set Feb 2024 by the Compensation Committee .
Long-Term Incentives (LTIs) – Grants and Outstanding Awards
| Award Type | Grant Date | Target Units | Max Units | Vesting / Performance Period | Performance Metric | Payout Range | Current Outstanding (12/31/24) | Implied Market Value ($41.25) |
|---|---|---|---|---|---|---|---|---|
| Performance Units (2024 cycle) | 2/19/2024 | 7,273 | 14,546 | 3-year ending 12/31/2026 | Relative TSR vs EEI Index | 0–200% of target | 14,546 unearned | $600,023 |
| RSUs (2024 cycle) | 2/19/2024 | 3,916 | n/a | Time-based vesting on 12/31/2026 | n/a | 100% at vesting (service) | 3,916 unvested | $161,535 |
| Performance Units (2023 cycle) | 2023 (date n/d) | n/d | 9,090 (unearned) | 3-year ending 12/31/2025 | Relative TSR vs peer group | 0–200% | 9,090 unearned | $374,963 |
| Stock Vested (2024 realized) | n/a | n/a | n/a | 2022 PU + RSU cycle vested in 2024 | 2022 TSR cycle vest result | ~157% of 2022 PUs | 8,883 shares vested | $366,416 value + $43,387 dividends = $409,802 total |
Notes:
- 2024 LTI mix: 65% performance units (TSR), 35% RSUs; grant date fair value of 2024 stock awards for Parker was $389,020 .
- Company does not grant stock options/SARs; none outstanding .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (3/17/2025) | 28,914 common shares (less than 0.3% of outstanding) . |
| Unvested RSUs (12/31/2024) | 3,916 units; implied value $161,535 @ $41.25 . |
| Unearned Performance Units (12/31/2024) | 14,546 (2024 cycle) and 9,090 (2023 cycle); implied values $600,023 and $374,963 @ $41.25 . |
| 2024 Vesting Realized | 8,883 shares; $366,416 value realized plus $43,387 dividend equivalents ($409,802 total) . |
| Ownership Guidelines | Officers required 2–3x base salary; achieve within 5 years of promotion (CEO 6x); status for Parker not disclosed . |
| Hedging / Pledging | Hedging prohibited by insider trading policy; explicit pledging policy not disclosed in proxy . |
Employment Terms
| Provision | Terms |
|---|---|
| Change-of-Control Agreements | Double trigger; if terminated “without cause” following a change of control, severance = 2.99x (base salary + highest recent annual incentive payout), plus prorated AIP, accrued pay; no excise tax gross-up—payments reduced to avoid excise tax if it yields higher after-tax outcome . |
| Parker – Modeled CoC Severance | Lump sum $1,739,415; plus $50,000 outplacement and $35,280 for three years of welfare benefits (assumes CoC on 12/31/2024 and stock at $41.25) . |
| Equity Acceleration on CoC | All performance units vest at target and are paid immediately in cash; all RSUs vest and are paid immediately in cash; AIP for year of termination paid at target on a prorated basis if termination within 24 months of CoC (other than for cause) . |
| Death/Disability/Retirement Treatment | Prorated AIP and PUs (or Committee may elect target payout within 60 days for death/disability), subject to 409A; modeled target-value payouts for Parker’s PUs: $124,988 (2025 cycle) and $100,004 (2026 cycle) at $41.25 . |
| Clawback | NYSE Rule 10D-1 compliant Incentive Compensation Clawback Policy for restatements . |
| Non-Compete / Non-Solicit | Not disclosed in proxy . |
Performance & Track Record
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Company TSR – $100 initial investment | $75.05 | $94.95 | $102.19 | $94.45 | $116.84 |
| OG&E Earnings Per Share | $1.70 | $1.80 | $2.19 | $2.12 | $2.33 |
| AIP OG&E EPS Component Payout | 0% (2020) | ~114% (2021) | 150% (2022) | 200% (2023) | 200% (2024) |
| 2022 TSR PU Cycle Result (vested 2024) | — | — | — | — | ~157% payout |
Context:
- Compensation program uses market median benchmarking and significant at-risk pay; say-on-pay approval exceeded 90% in the prior year .
- Mercer advises the Compensation Committee; internal audit confirms performance calculations; options/SARs not used since 2004 .
Compensation Structure Analysis
- 2024 base salary increased 10% to reflect expanded technology, data and cybersecurity responsibilities; Parker’s base salary was set at $367,567 (paid $367,557 in 2024), with 45% AIP target and 100% LTI target as a percent of salary, maintaining high at‑risk mix in line with peer median .
- 2024 LTI grants comprised 65% TSR-based performance units (0–200% payout) and 35% RSUs that vest on 12/31/2026, reinforcing multi-year performance focus and retention; the 2022 cycle paid ~157%, evidencing realized linkage to relative TSR .
- Annual incentives embedded operating discipline (OG&E EPS, O&M, safety, customer/operations, environmental); OG&E EPS carried the largest weight (40%) and paid 200% for 2024, consistent with improved OG&E EPS to $2.33 .
- Governance protections include clawbacks, prohibition on hedging, double-trigger CoC without tax gross-ups, stock ownership guidelines (2–3x salary for officers; CEO 6x), and no use of stock options/SARs, mitigating risk of misaligned pay outcomes .
Investment Implications
- Near-term vesting and potential cash payouts: Unvested RSUs vest on 12/31/2026 and two PU cycles mature at YE2025 and YE2026; modeled target-value payouts for Parker’s outstanding PUs are ~$125k (2025) and ~$100k (2026) at $41.25, which can create mechanical selling/liquidity events around vest dates and/or settlement windows .
- Alignment and retention: High proportion of at-risk, equity-linked pay tied to relative TSR and OG&E EPS, plus ownership guidelines and hedging prohibition, indicate strong alignment; double‑trigger CoC protection (2.99x base+bonus) reduces voluntary departure risk but could create event‑driven lump-sum exposure in a transaction .
- Execution focus: The 2022 PU payout (~157%) and 2024 AIP EPS component (200%) suggest delivery on TSR/EPS goals; continued delivery on O&M, safety, customer/operations and environmental goals remains key to AIP outcomes and culture metrics .
- Governance quality: No options/SARs, use of Mercer, internal audit validation, clawbacks, and strong say‑on‑pay (>90%) point to disciplined pay practices supportive of long-term investor confidence .