David Rainbolt
OGE ENERGYAbout David E. Rainbolt
David E. Rainbolt (age 69) is an independent director of OGE Energy Corp., serving since 2019. He is Executive Chairman (since May 2017) and former President & CEO (1992–2017) of BancFirst Corporation, bringing four decades of regulated banking leadership, risk oversight, and financial acumen. The Board has determined he is an “audit committee financial expert” and financially literate under NYSE rules. He serves on the Audit Committee and the Nominating, Corporate Governance and Stewardship Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BancFirst Corporation | President & CEO | 1992–2017 | Led regulated bank; deep financial and risk oversight experience |
| BancFirst Corporation | Executive Chairman | May 2017–present | Strategic oversight of multi-bank holding company |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BancFirst Corporation | Director | Current | Board service at publicly listed financial holding company |
| Dean A. McGee Eye Institute | Chair | Current | Nonprofit governance |
| Presbyterian Health Foundation | Trustee | Current | Nonprofit governance |
| Oklahoma Medical Research Foundation | Director/Trustee | Current | Nonprofit governance |
Board Governance
- Independence and roles: OGE’s Board is 9/10 independent; all Audit and Nominating committee members are independent. Rainbolt is a member of both and is designated an Audit Committee Financial Expert. Lead Independent Director structure (Judy McReynolds) provides executive session leadership and agenda oversight.
- Committee assignments (2024): Audit; Nominating, Corporate Governance & Stewardship. Committee meetings held in 2024: Audit (4); Nominating (6).
- Attendance and engagement: The Board met 7 times in 2024; each director attended at least 75% of Board and committee meetings; all ten 2024 nominees attended the 2024 annual meeting.
| Committee | Membership | Meetings (2024) |
|---|---|---|
| Audit | Member (Financial Expert) | 4 |
| Nominating, Corporate Governance & Stewardship | Member | 6 |
Fixed Compensation (Non-Employee Director – 2024)
| Component | Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $120,000 | Includes $115,000 quarterly cash retainer and $5,000 Audit Committee membership fee |
| Equity (Stock Awards via Deferred Compensation Plan) | $160,000 | Converted to deferred common stock units (credited 12/10/2024) |
| Total | $280,000 | No meeting fees; no options |
Additional director compensation schedule (for context): Board retainer $275,000 (cash $115,000; equity $160,000); Lead Director +$30,000; Audit/Comp Chairs +$20,000; Nominating Chair +$15,000; Audit Committee membership +$5,000.
Performance Compensation
| Element | 2024 Details |
|---|---|
| Option awards | None (no director options) |
| Performance-based equity | None disclosed for directors; equity retainer delivered as deferred stock units (not performance-conditioned) |
Other Directorships & Interlocks
| Company | Public? | Role | Potential Interlock Considerations |
|---|---|---|---|
| BancFirst Corporation | Yes | Executive Chairman; Director | As a regional banking leader, potential ordinary-course banking relationships could arise; the proxy outlines a related-party policy but does not list any related-party transactions involving Mr. Rainbolt in the sections reviewed. Monitor disclosures in future filings. |
Expertise & Qualifications
- Audit Committee Financial Expert per SEC rules; NYSE financial literacy affirmed.
- Deep banking, finance, and risk oversight background as long-tenured bank CEO and Executive Chairman.
- Strong community and civic network in OGE’s service territory (useful for stakeholder engagement).
Equity Ownership
| Metric | Value | As-of |
|---|---|---|
| Total Beneficial Ownership (shares) | 51,570 | March 17, 2025 |
| Ownership as % Outstanding | <0.1% | March 17, 2025 |
| Director Deferred Comp – Common Stock Units | 36,570 units | March 17, 2025 |
| Director Ownership Guidelines | Directors target holdings equal to aggregate of their five most recent annual equity retainers | 2024–2025 policy |
| Hedging Policy | Hedging prohibited for directors and officers | Policy |
Note: Director beneficial ownership table includes common stock units under the Deferred Compensation Plan.
Say-on-Pay & Shareholder Feedback (Context for governance climate)
| Measure | 2024 (May 16, 2024) | 2025 (May 15, 2025) |
|---|---|---|
| Say-on-Pay – For votes | 135,219,901 | 136,402,582 |
| Say-on-Pay – Against votes | 6,156,259 | 8,638,829 |
| Say-on-Pay – Abstentions | 1,386,285 | 1,355,769 |
| Broker non-votes | 30,734,369 | 27,351,539 |
| Supermajority (charter) amendment outcome | Shareholder proposal for simple majority received 69% of votes cast (49% of outstanding) – insufficient under 80% outstanding standard | Board-proposed charter amendment to eliminate supermajority failed to meet 80% outstanding threshold |
Related-Party Exposure and Policies
- Policy: OGE prohibits transactions that impair independence; related-party transactions are overseen via Nominating and Audit charters; loans to executive officers are prohibited; hedging is prohibited.
- Disclosure: In the portions reviewed of the 2025 proxy, no specific related-party transactions involving Mr. Rainbolt or BancFirst were listed. Continue to monitor future proxies and 8-Ks for any banking/treasury relationships.
Governance Assessment
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Strengths
- Financial oversight: Audit Committee Financial Expert with multi-decade banking CFO/CEO experience enhances audit quality and risk governance.
- Independence and engagement: Serves on key independent committees (Audit; Nominating/Corporate Governance); Board and committees met regularly in 2024; directors met ≥75% attendance.
- Alignment: Director pay is a balanced cash/equity mix; equity retainer delivered as OGE stock units; director stock ownership guidelines in place; hedging prohibited.
- Shareholder support: Say-on-Pay passed in 2024 and 2025 by substantial margins of votes cast, supporting compensation governance stability.
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Watch items / potential red flags
- Potential interlock risk: As Executive Chairman/Director of BancFirst, monitor for any OGE banking relationships or services that could trigger related-party considerations (none disclosed in the reviewed proxy sections).
- Charter rigidity: Continued failure to eliminate supermajority voting (despite Board support) keeps higher thresholds for certain governance changes; not specific to Rainbolt but relevant to overall governance context.
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Overall view: Rainbolt brings strong financial expertise and independent oversight through Audit and Nominating roles, with clear alignment via equity-based director compensation and ownership guidelines. Maintain monitoring of any BancFirst-related dealings and evolving shareholder governance initiatives (e.g., supermajority removal).