Donnie Jones
OGE ENERGYAbout Donnie Jones
Donnie O. Jones is Vice President, Utility Operations at OG&E (a wholly owned subsidiary of OGE Energy), a role he has held since 2019 after serving as Vice President, Power Supply Operations in 2017–2019 . He was 56 as of February 22, 2023 per OGE’s executive officer roster; his tenure covers OG&E’s core grid reliability and operations through multi-year cycles of safety and performance focus . Company performance metrics relevant to his remit include 2024 system uptime of 99.94% with 98% of outages restored within 24 hours, and OG&E earnings per diluted share used in executive incentives reached $2.33 in 2024; company TSR from a $100 base reached $116.84 in 2024, with relative TSR at the 73rd percentile driving a 157% payout for 2022 performance units vesting in early 2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| OG&E | Vice President, Utility Operations | 2019–present | Executive leadership of utility operations (as disclosed by title and tenure) |
| OG&E | Vice President, Power Supply Operations | 2017–2019 | Executive oversight of power supply operations (as disclosed by title and tenure) |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $404,706 | $437,070 | $454,563 |
| Target Annual Incentive (% of Salary) | n/a | 70% (unchanged in 2024) | 70% |
| Actual Annual Incentive Paid ($) | $281,368 | $356,731 | $412,030 |
| Company AIP Payout (% of Target) | n/a | 117% | 129% |
| All Other Compensation ($) | $32,465 | $34,909 | $35,635 |
Notes:
- 2024 AIP measures and weightings were: OG&E EPS, O&M cost, Customer/Operations (SAIDI, Escalent surveys, Equivalent Forced Outage Rate), Safety, and Environmental compliance; executive targets are identical company-wide and payouts were based entirely on performance against these goals .
Performance Compensation
Annual Incentive – 2024 Detail
| Metric | Weighting | Minimum | Target | Maximum | Actual | Payout % |
|---|---|---|---|---|---|---|
| OG&E Earnings Target (EPS) | 40% (company-wide weighting; CEO/CFO vary in some years) | $2.14 | $2.22 | $2.30 | $2.33 | 200% |
| O&M Target (Company O&M $) | 20% (within Customer/Safety/Env mix; see below) | $425mm | $412mm | $399mm | $423mm | 58% |
| Safety (Recordable + DART average) | Part of AIP | see footnote A | see footnote A | see footnote A | quarterly rates disclosed | 80% |
| SAIDI | 33% of Customer/Operations | quarterly mins (27/44/44/27 min) | quarterly targets (24/40/40/24 min) | quarterly max (21/35/35/21 min) | 14/43/27/13 min | 166% (55% weighted) |
| Escalent Surveys (Residential) | 17% of Customer/Operations | 50th percentile | 66.67th percentile | 100th percentile | Did not meet | 0% |
| Escalent Surveys (Business) | 17% of Customer/Operations | 50th percentile | 66.67th percentile | 100th percentile | Did not meet | 0% |
| Equivalent Forced Outage Rate | 33% of Customer/Operations | fuel-type min thresholds | fuel-type targets | fuel-type max | exceeded target/min by fuel type | 124% (41% weighted) |
| Environmental | Part of AIP | penalties ≤$100k, 3 actions | penalties ≤$75k, 2 actions | penalties ≤$25k, 0 actions | no penalties; 1 action | 175% |
Overall 2024 AIP payout for Named Executive Officers was ~129% of target; Jones received $412,030 cash under the plan .
Long-Term Incentives – Grants and Vesting
| Item | Grant Date | Units / Shares | Terms / Vesting | Grant-Date Fair Value ($) |
|---|---|---|---|---|
| 2024 Performance Units (target) | 2/19/2024 | 13,492 | 3-year TSR vs ~40 EEI utilities; payout 0–200% at 25th/50th/90th percentile thresholds; vest 12/31/2026 | Included in $721,679 total |
| 2024 Performance Units (maximum) | 2/19/2024 | 26,984 | At 200% payout | n/a |
| 2024 RSUs | 2/19/2024 | 7,265 | Time-based vesting; vest 12/31/2026; settle in shares + dividend equivalents | Included in $721,679 total |
| 2022 Performance Units (earned) | Performance period ended 12/31/2024 | Payout 157.43% | Relative TSR ~73rd percentile vs peer group; paid in shares + dividend equivalents | n/a |
| 2022 LTI Vesting (Jones) | 1/2/2025 payout | 20,137 shares | Value realized $929,010; dividend equivalents $98,356 | $929,010 |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial ownership (3/17/2025) | 53,281 common shares |
| Ownership as % of outstanding | Each executive officer owns <0.3% of the class |
| Outstanding RSUs (unvested at 12/31/2024) | 7,265 (2024–2026), MV $299,681; 5,602 (2023–2025), MV $231,083 |
| Outstanding Performance Units (unearned at 12/31/2024) | 26,984 (2024–2026), PV $1,113,090; 20,808 (2023–2025), PV $858,330 |
| Ownership guidelines | 2.0x–3.0x base salary for officers; expected within 5 years of promotion |
| Hedging / pledging | Hedging prohibited under insider trading policy; pledging not disclosed |
Employment Terms
| Provision | Detail |
|---|---|
| Employment agreement | None; executives do not have employment contracts |
| Change-of-control (CoC) agreement | Double-trigger; severance = 2.99x (base salary + highest recent annual incentive), plus 3 years welfare benefits and outplacement; payments reduced if beneficial to avoid excise tax; no tax gross-ups |
| Estimated CoC severance (12/31/2024 scenario) | $2,591,082 lump sum; welfare benefits $35,280; outplacement $50,000 |
| CoC equity vesting (12/31/2024 at $41.25) | Immediate vest/pay at target: performance units + RSUs total $1,516,474 |
| Death/Disability/Retirement pro rata (if 12/31/2024 termination) | Performance units: $286,110 (2025 perf period) and $185,515 (2026 perf period) at target assumptions; RSUs: $154,055 (2025 vest) and $99,894 (2026 vest) if pro rata vesting approved |
| Clawback | NYSE Rule 10D-1 compliant incentive compensation clawback policy for restatements |
| Pension (present value at 12/31/2024) | Qualified Plan: $18,619; 16.50 credited years |
| Nonqualified deferred comp (2024) | Aggregate balance $756,180; 2024 earnings $94,587; $0 exec/registrant contributions in 2024 |
| Perquisites (2024) | 401(k) Company contributions $34,500; insurance premiums $385; annual physical $750 (all included in All Other Compensation) |
Compensation Structure vs Performance Metrics
- Pay mix: For Named Executive Officers, base salary comprised ~16–43% of targeted total direct compensation in 2024; performance-based compensation comprised ~44–61% at target, with 65% of LTI in performance units tied to relative TSR and 35% in time-based RSUs .
- Performance calibration: 2024 AIP targets were set at or above 2023 levels; committee authorized limited exclusions for extraordinary items, but did not normalize for weather .
- Peer benchmarking: Targeted total direct compensation for NEOs aimed at median vs a utilities peer group (ALLETE, Alliant, Ameren, AVANGRID, Black Hills, CenterPoint, CMS, Entergy, Evergy, IDACORP, NiSource, ONE Gas, Pinnacle West, PNM, Portland General, PPL) .
- Say-on-pay support: >90% of votes supported NEO compensation at the prior annual meeting .
Performance & Track Record
- Grid reliability and operations: 2024 system uptime was 99.94%; 98% of outages restored within 24 hours; multi-year capital plan has more than doubled; OG&E continued major generation projects (e.g., Horseshoe Lake, Tinker AFB capacity) .
- Financial outcomes: OG&E EPS used in AIP was $2.33 for 2024; company TSR for a $100 base reached $116.84 in 2024; relative TSR percentile (3-year cumulative) was 73rd in 2024, driving 157% payout on 2022 performance units vesting in early 2025 .
- Executive transitions: CFO W. Bryan Buckler resigned effective August 29, 2024 to accept another role; company disclosed no disagreements on operations, policies, or practices .
Equity Ownership & Alignment Analysis
- Skin-in-the-game: Jones beneficially owns 53,281 shares, and executive officers individually own less than 0.3% of the outstanding class, aligning his net worth to company performance .
- Upcoming vesting: Significant RSU and performance unit tranches scheduled through 12/31/2026, with 2023–2025 and 2024–2026 performance cycles potentially settling in shares and cash dividend equivalents, implying periodic equity deliveries that can create mechanical supply if sold (no sales implied) .
- Governance policies: Hedging prohibited; stock ownership guidelines require 2–3x salary within 5 years of promotion; clawback policy adopted .
Employment & Contracts
- No fixed-term employment contract; retention supported via multi-year performance-based LTI and double-trigger CoC protections (2.99x multiple) that are standard in regulated utilities, with no tax gross-ups and excise tax cutback if beneficial .
- Quantified CoC outcomes for Jones indicate ~$2.59M severance plus benefits and immediate equity vest at target, underscoring moderate protection but retaining at-risk LTI exposure pre-CoC .
Investment Implications
- Pay-for-performance alignment: High at-risk mix and TSR-based LTI payouts (157% on the 2022 cycle; 154% in 2023) confirm strong alignment to shareholder returns; 2024 AIP overachievement (129% of target) was driven by OG&E EPS and operational metrics, consistent with Jones’s operations remit .
- Near-term vesting cadence: Equity award settlements (e.g., 20,137 shares delivered on 1/2/2025) and pending 2025–2026 RSU/PSU maturities may create periodic supply; monitor Form 4s around vest dates for any selling pressure and ownership changes .
- Retention risk and CoC economics: Double-trigger CoC severance (~$2.59M) and automatic equity vesting at target provide downside protection but not guaranteed upside; absence of employment contracts and clawback policy imply performance accountability .
- Governance signal: Consistent >90% say-on-pay support and median peer benchmarking suggest low compensation inflation risk; continued focus on reliability and cost control underpins OG&E EPS targets used in annual incentives .