J. Michael Sanner
OGE ENERGYAbout J. Michael Sanner
J. Michael “Mike” Sanner, 72, is an independent director of OGE Energy Corp. and has served on the Board since 2017. He is a retired audit partner (former Arthur Andersen, then Ernst & Young) with 37+ years providing assurance services primarily to energy-sector companies; the Board has designated him an “audit committee financial expert.” He currently serves on the board of publicly-traded Bank7 and has held regulatory and civic roles, including the Oklahoma Accountancy Board (2010–2020). He is independent under NYSE and SEC rules, and OGE discloses that 9 of 10 directors are independent.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young LLP | Assurance Partner | Retired June 2013 | Energy-focused audit, financial reporting expertise |
| Arthur Andersen LLP | Auditor (joined after college) | Prior to EY tenure | Assurance services to public/private energy companies |
| Oklahoma Accountancy Board | Member | 2010–2020 | State regulatory oversight of accountancy profession |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bank7 (public company) | Director | Current | Public company governance; financial oversight |
Board Governance
- Independence: Board counts 9/10 independent directors; all Audit, Compensation, and Nominating, Corporate Governance & Stewardship (NCGS) committee members are independent.
- Committees and roles: Sanner chairs the Audit Committee; he also serves on NCGS and the Executive Committee. The Board met 7 times in 2024; every director attended at least 75% of Board/committee meetings; all 10 nominees attended the 2024 annual meeting.
- Audit committee financial expert: Board determined Sanner meets SEC “audit committee financial expert” criteria.
| Committee | Role | Meetings in 2024 |
|---|---|---|
| Audit | Chair | 4 |
| Nominating, Corporate Governance & Stewardship | Member | 6 |
| Executive | Member | — (acts between Board meetings) |
Governance structure/context:
- Lead Independent Director: Judy R. McReynolds; responsibilities include executive sessions and agenda oversight.
- Governance modernization: Board recommended charter amendments to eliminate supermajority voting provisions, advancing simple-majority standards subject to shareholder approval.
Fixed Compensation (Non-Management Director Pay – 2024)
| Component | Amount |
|---|---|
| Cash fees (incl. Board cash retainer, Audit Chair fee, Audit member fee) | $140,000 |
| Equity retainer (deferred into stock units) | $160,000 |
| Total | $300,000 |
Structure details:
- Standard Board retainer = $275,000 composed of $115,000 cash paid quarterly and $160,000 equity retainer (deferred stock units). Equity retainer was increased from $152,500 to $160,000 on Dec 3, 2024 (credited Dec 10, 2024 as 3,793.3 units).
- Committee/leadership fees: Lead Director $30,000; Audit/Compensation Chair $20,000; NCGS Chair $15,000; Audit Committee membership $5,000. Sanner’s cash total ($140,000) aligns with Board cash retainer ($115,000) + Audit Chair ($20,000) + Audit member ($5,000).
Performance Compensation
- Non-management directors do not receive performance-based cash bonuses or options; the equity retainer is delivered as deferred stock units without performance vesting. No option awards were granted to directors in 2024.
Other Directorships & Interlocks
| Company | Role | Notes |
|---|---|---|
| Bank7 (public) | Director | Additional public board service; no disclosed related-party transactions with OGE in proxy. |
Expertise & Qualifications
- Financial reporting and audit: Former EY/Arthur Andersen partner; SEC “audit committee financial expert.”
- Sector knowledge: Energy-sector assurance background and regulatory familiarity.
- Governance and risk oversight: Audit chair; experience on state accountancy board; Board cites risk oversight competency.
Equity Ownership
| Metric | Amount | As Of |
|---|---|---|
| Beneficial ownership (common shares, incl. certain deferred units) | 57,653 | March 17, 2025 |
| Deferred Compensation Plan – common stock units (director account) | 52,133 units | Dec 31, 2024 |
| Deferred units included in beneficial ownership (per footnote) | 52,653 units | March 17, 2025 |
| Ownership as % of outstanding | <0.1% | March 17, 2025 |
Alignment policies and restrictions:
- Director stock ownership guideline: Equal to the aggregate of the five most recent annual equity retainer grants.
- Hedging prohibition: Directors may not engage in hedging/monetization of company securities.
Governance Assessment
Strengths
- Financial rigor and oversight: Audit Chair; SEC-designated financial expert; led a committee that pre-approved 100% of audit/audit-related/tax fees in 2024 and endorsed EY for 2025.
- Independence and engagement: Independent; served on three key committees; Board-wide attendance ≥75% and full attendance at 2024 annual meeting.
- Shareholder-aligned board actions: Board moved to eliminate supermajority voting standards following repeated shareholder support; NCGS (where Sanner serves) recommended these changes.
- Pay structure discipline: Director pay split between cash and deferred equity units; modest fee premia tied to governance workload (Audit Chair).
- Risk and ethics framework: Comprehensive related-party, anti-hedging, and governance guidelines; all independent on key committees.
Watch items / potential perception risks
- Prior affiliation with independent auditor: Sanner is a retired EY partner while EY serves as OGE’s auditor; the Board affirms independence and financial literacy, and retirement occurred in 2013 (well outside NYSE/SEC “cooling-off” requirements), but investors may scrutinize optics given his Audit Chair role.
- Multi-board commitments: Also serves on Bank7 board; OGE guidelines cap directors at no more than three other public boards (not exceeded based on proxy). Continued monitoring of bandwidth and interlocks is prudent.
Related-Party & Conflicts (Policy Overview)
- OGE prohibits director/affiliate transactions that would impair independence or violate laws; no loans; conflicts reviewed by NCGS and monitored via Code of Ethics; hedging prohibited. The proxy describes policy and oversight; it does not enumerate specific related-party transactions for Sanner.
Say-on-Pay & Shareholder Feedback (Board-level Signal)
- Say-on-pay support exceeded 90% at last year’s annual meeting, indicating broad investor support for compensation practices.
Director Compensation (Detail)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive ($) | Change in Pension/Deferred Comp ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| J. Michael Sanner | 140,000 | 160,000 | — | — | — | — | 300,000 |
Notes:
- Equity retainer credited as deferred stock units on Dec 10, 2024 (3,793.3 units for each independent director).
Director Stock Ownership Units (Deferred Plan) – Reference
| Director | Common Stock Units in Deferred Plan (12/31/2024) |
|---|---|
| J. Michael Sanner | 52,133 |
Security ownership table footnote indicates Sanner’s beneficial ownership includes 52,653 common stock units as of March 17, 2025.
Board Effectiveness Signals
- Committee workload and cadence: Audit (4 meetings), NCGS (6), consistent with regulatory oversight and ESG/technology supervision; Executive Committee available between Board meetings.
- Audit Committee diligence: Full pre-approval of audit/audit-related/tax services; annual charter reassessment; oversight of internal control and financial reporting quality.
- Governance modernization: Proposal to eliminate supermajority provisions reflects responsiveness to repeated shareholder votes and improves accountability standards if approved.
Summary Implications for Investors
- Sanner’s profile (Audit Chair, financial expert, deep energy audit background) is supportive of robust financial oversight and risk management. Equity retainer and ownership guidelines further align incentives. Independence has been affirmed, though prior EY affiliation requires continued transparency to maintain investor confidence. The Board’s move toward eliminating supermajority provisions and strong say-on-pay outcomes are positive governance signals.