Frank Bozich
OGE ENERGYAbout Frank A. Bozich
Frank A. Bozich, age 64, has served on OGE’s Board since 2016 and is currently an independent director serving on the Compensation Committee and the Nominating, Corporate Governance and Stewardship Committee. He is President and CEO of Trinseo PLC and has deep executive leadership experience in global materials and chemicals, ESG oversight under extensive environmental regulation, and risk management developed across public and large private companies . The Board classifies him as independent, and all standing committee members are independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Trinseo PLC | President & CEO | March 2019–present | Executive leadership of a publicly-traded materials company; board member since June 2019 |
| SI Group, Inc. | Chief Executive Officer | 2013–2019 | Global chemicals leadership; prior director of SI Group |
| BASF Corporation | President, Catalysts Division; Group VP Precious & Base Metal Service; Group VP Integration Management | 2010–2013; prior roles not dated | Large-scale operations, integration, and industrial supply chains experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Trinseo PLC | Director | Since June 2019 | Board member of public company; executive leadership perspective |
| SI Group, Inc. | Director (prior) | Not specified | Private company governance experience |
Board Governance
- Committee assignments at OGE: Compensation (member), Nominating, Corporate Governance and Stewardship (member) .
- 2024 meetings: Compensation Committee (6), Nominating, Corporate Governance and Stewardship Committee (6), Audit Committee (4); Board met 7 times .
- Attendance: Each director attended at least 75% of Board and applicable committee meetings in 2024; all ten directors attended the 2024 Annual Meeting online, indicating engagement .
- Independence: 9 of 10 directors are independent; all members of Audit, Compensation, and Nominating committees are independent .
- Lead Independent Director: Judy R. McReynolds; Committee Chairs—Compensation: David L. Hauser; Audit: J. Michael Sanner; Nominating: Peter D. Clarke .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $115,000 | Paid quarterly; no per-meeting fees |
| Annual equity retainer (deferred to stock units) | $160,000 | Increased from $152,500 on Dec 3, 2024; credited Dec 10, 2024 as 3,793.3 units |
| Total 2024 director compensation | $275,000 | For Mr. Bozich; no option awards or other comp |
Additional structure:
- Directors may defer cash retainers into the Deferred Compensation Plan; balances can be paid in lump sum or installments upon separation, with in-service withdrawals permitted in limited circumstances .
Performance Compensation
Directors do not receive performance-based incentives at OGE; equity is delivered as a fixed annual retainer into deferred stock units.
| Award Type | Performance Metrics | Vesting/Settlement | Disclosure |
|---|---|---|---|
| Annual equity retainer (deferred stock units) | None (fixed retainer; not performance-linked) | Deferred amounts paid in cash upon separation; lump sum or installments; investment options include Company Common Stock fund | Disclosed in 2025 proxy |
| Options/SARs (director) | Not applicable | Not applicable | Company has not issued stock options since 2004; no SARs under current plans |
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock Risk |
|---|---|---|
| Trinseo PLC | President & CEO; Director since June 2019 | No related-party transactions disclosed; Company policies prohibit transactions that would cast doubt on independence |
- OGE governance guidelines limit directors to serving on no more than three other public company boards, and require resignation consideration upon employment changes—controls that mitigate overboarding and conflicts .
Expertise & Qualifications
- Executive leadership of a publicly-traded company; customer perspective from leading manufacturing businesses reliant on energy services; ESG and environmental compliance experience; risk oversight across public and large private companies—basis for continued service at OGE .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (Common Shares) | 34,126 | Less than 0.1% of the class |
| Deferred Compensation Plan – common stock units (Security Ownership footnote) | 18,940 units included in ownership total | Included within reported beneficial ownership per footnote |
| Deferred Compensation Plan – common stock units (director comp section) | 24,080 units at 12/31/2024 | Units in Company Common Stock Fund; section-specific reporting |
| Stock ownership guidelines (directors) | Equal to aggregate of 5 most recent annual equity retainer grants | Annual review by Compensation Committee |
| Hedging | Prohibited for directors (e.g., forwards, swaps, collars, exchange funds) | Policy reviewed annually by Board |
| Pledging | Not specifically disclosed | No explicit anti-pledging policy found in proxy |
Governance Assessment
- Independence and committee work: Bozich is an independent director serving on Compensation and Nominating committees—both fully independent—supporting board effectiveness and oversight of pay, succession, governance, ESG, and contingency planning .
- Engagement: Board met 7 times in 2024; directors attended at least 75% and all attended the annual meeting online—positive signal for diligence .
- Alignment: Director equity delivered via deferred stock units and director stock ownership guidelines align incentives with shareholders; hedging is prohibited; options are not used—reducing misalignment and risk-taking incentives .
- Compensation structure: 2024 equity retainer increased to $160,000 with cash unchanged; no per-meeting fees; simple cash/equity mix with no performance awards—transparent and low risk for directors .
- Conflicts and related-party exposure: Company guidelines restrict transactions with directors or affiliates that could impair independence; no related-party transactions disclosed and anti-hedging policy is explicit—limited conflict risk .
- Committee quality: Compensation Committee uses Mercer with explicit conflict controls and annual independence assessment; fees disclosed and independence affirmed—supports robust, independent pay oversight .
RED FLAGS
- None disclosed relating to attendance shortfalls, related-party transactions, hedging, or option repricing for directors. Pledging policy not explicitly disclosed—monitor for future disclosure or activity .
Net takeaway: Bozich’s manufacturing/ESG/risk credentials are directly relevant to a regulated utility’s strategy and oversight needs. His independent status, committee roles, and ownership alignment policies reduce governance risk; absence of related-party ties and anti-hedging further support investor confidence .