Judy R. McReynolds
OGE ENERGYAbout Judy R. McReynolds
Judy R. McReynolds (age 62) is Lead Director of OGE Energy Corp., serving on the Board since 2011. She is Chairman and CEO of ArcBest Corporation, with over 30 years’ logistics and transportation experience and prior roles as CFO, treasurer, and controller; she served as ArcBest President from January 2010 to July 2024 and has been Chairman since April 2016 . OGE’s Board identifies her executive leadership, financial acumen from prior CFO service, knowledge of OGE’s service territory, and risk oversight experience as core credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ArcBest Corporation | President & CEO | Jan 2010–Jul 2024 | Led multibillion-dollar integrated logistics company; financial and operational leadership . |
| ArcBest Corporation | Chairman | Apr 2016–present | Board leadership; strategic oversight . |
| ArcBest Corporation | SVP, CFO & Treasurer | 2006–2009 | Financial stewardship; capital allocation and reporting . |
| ArcBest Corporation | VP & Controller | 2000–early 2006 | Accounting oversight; controls . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ArcBest Corporation (NYSE: ARCB) | Chairman & CEO | Chairman: Apr 2016–present; CEO: Jan 2010–present | Strategic leadership; public company governance . |
| First Bank Corp. (Fort Smith, AR) | Director | Not disclosed | Local community/financial oversight . |
| First National Bank of Fort Smith | Director | Not disclosed | Local community/financial oversight . |
| Wall Street Journal CEO Council | Member | Not disclosed | Executive thought leadership . |
Board Governance
- Independence: 9 of 10 OGE directors are independent; all Audit, Compensation, and Nominating, Corporate Governance and Stewardship Committee members are independent .
- Committee assignments: Compensation Committee member; Executive Committee member; elected Lead Director by independent directors .
- Lead Director responsibilities: Organizes executive sessions; acts as principal liaison with CEO; approves Board/committee agendas and information; can call special meetings; engages with major shareholders; supports succession planning and Board performance evaluations .
- Attendance: Board met 7 times in 2024; each director attended at least 75% of Board and relevant committee meetings; all ten nominees attended the 2024 annual meeting .
- Election support: 2025 votes for McReynolds—For: 140,785,465; Against: 5,077,770; Abstain: 533,945; broker non-votes: 27,351,539 .
- Governance policies: Proxy access; director age cap (75 at election), limit of serving on no more than three other public company boards; resignation upon employment changes may be required .
- Conflicts oversight: Nominating, Corporate Governance and Stewardship Committee monitors conflicts; strict Code of Ethics; prohibition on loans; Board policy avoids transactions with directors or affiliates that could impair independence .
- Hedging prohibition: Directors and officers are prohibited from hedging or monetization transactions in OGE securities; clawback policy adopted in line with NYSE Rule 303A.14 .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $115,000 | Quarterly cash installments; no per-meeting fees . |
| Lead Director fee | $30,000 | McReynolds is Lead Director (adds to cash retainer) . |
| Annual equity retainer (deferred into DSUs) | $160,000 | Increased from $152,500 at Dec 3, 2024; credited Dec 10, 2024 as 3,793.3 stock units based on closing price . |
| Audit Committee membership fee | $5,000 | Not applicable to McReynolds (not listed on Audit Committee) . |
| Committee chair fees | $20,000 (Comp/Audit Chair); $15,000 (Nominating Chair) | McReynolds previously chaired Compensation; current chairs shown separately . |
Director-specific 2024 compensation:
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Judy R. McReynolds | $145,000 | $160,000 | $305,000 |
Plan mechanics:
- Directors may defer part/all cash retainers; amounts credited to investment options including a Company Common Stock fund; paid in cash upon leaving Board in lump sum or installments; eligible for in-service withdrawals per plan rules .
Performance Compensation
- Directors do not receive performance-linked bonuses or options; equity compensation is an annual deferred stock unit (DSU) grant, not contingent on performance metrics or vesting schedules beyond deferral program terms .
- No stock options or SARs outstanding under equity plans; equity awards for directors are DSUs credited at grant and tracked within the deferred compensation plan .
Other Directorships & Interlocks
| Entity | Type | Potential Interlock/Exposure | Notes |
|---|---|---|---|
| ArcBest Corporation | Public company (logistics) | Potential large regional customer of OGE in OK/AR | No related-party transactions disclosed; independence affirmed; conflicts monitored by committee . |
| First Bank Corp.; First National Bank of Fort Smith | Private/regional banks | Financial services governance | Community boards; no OGE-related transactions disclosed . |
No related-party transactions with directors reported; policy prohibits transactions that impair independence and bars loans to executives; hedging prohibition applies to directors .
Expertise & Qualifications
- Executive leadership as chairman and CEO of ArcBest; extensive logistics industry experience .
- Financial acumen from prior CFO and controller roles at a publicly traded company .
- Knowledge of OGE’s service territory and communities; risk oversight experience through public company leadership .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Beneficial ownership (Common Stock) | 59,151 shares | Ownership by each non-CEO director is less than 0.1% of class . |
| Common stock units (deferred comp plan) | 58,151 units | DSUs under deferred plan; at Dec 31, 2024, McReynolds held 57,576 units in Company Common Stock Fund . |
| Director stock ownership guideline | Aggregate of 5 most recent annual equity retainer grants | Reviewed annually by Compensation Committee . |
| Hedging/pledging | Hedging prohibited; no pledge disclosures in proxy | Insider trading policy bans hedging; proxy does not state pledging policy/disclosures . |
Say-on-Pay & Shareholder Feedback
- 2025 advisory vote on NEO compensation: For 136,402,582; Against 8,638,829; Abstain 1,355,769; broker non-votes 27,351,539—approved .
- Prior-year support: Company states executive compensation was approved by more than 90% of shareholders voting at last year’s annual meeting .
Compensation Committee Analysis
- Composition: Six independent members—Chair David L. Hauser; members Frank A. Bozich, Cathy R. Gates, Luther C. Kissam IV, Judy R. McReynolds, Sheila G. Talton .
- Consultant: Mercer engaged; independence affirmed; minimal other services ($19,570) vs compensation advisory ($285,075); strict protocols to prevent conflicts .
- Process: Sets executive goals and targets annually; reviews director compensation; aligns incentives with TSR, earnings, O&M, safety, customer ops, and environmental targets (for executives) .
Governance Assessment
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Strengths
- Lead Independent Director role enhances oversight, agenda control, and shareholder engagement .
- Strong shareholder support for McReynolds’ election (140.8M for) and say-on-pay approval; signals confidence in governance and pay practices .
- Independent committees and formal conflict-of-interest controls; hedging ban and clawback policy bolster alignment .
- Director compensation mix includes meaningful equity (DSUs), promoting ownership alignment; equity retainer increased to maintain market competitiveness .
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Watch items / potential risks
- External CEO commitments: OGE guideline caps directors to no more than three other public boards; McReynolds is CEO/Chair at ArcBest and serves on two bank boards (non-public); continued monitoring of time commitments advisable .
- Pledging: Proxy prohibits hedging but does not explicitly address pledging; monitor future disclosures and Section 16 filings for any pledging activity .
- Supermajority voting proposal: Board recommended elimination of supermajority; 2025 vote did not reach 80% of outstanding shares required—continued governance modernization depends on shareholder turnout/structure .
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Overall implication: McReynolds’ leadership, financial expertise, and regional knowledge, coupled with her role as Lead Director and alignment through DSUs, support investor confidence. Continued focus on board workload and advancing charter reforms remains prudent .