Luke Kissam

About Luke C. “Luke” Kissam, IV

Independent director at OGE Energy since 2020; age 60. Former Chairman, President and CEO of Albemarle Corporation (CEO 2011–2020) with prior legal and operating leadership roles across manufacturing, law, and HS&E; currently a Senior Advisor at Bernhard Capital Partners. He is nominated for re-election in 2025 and is classified independent (9 of 10 directors are independent; CEO is the only non-independent) .

Past Roles

External Roles

Board Governance

• Committee assignments: Compensation Committee (member); Nominating, Corporate Governance and Stewardship Committee (member). Not a committee chair .
• Independence: Independent director (board currently 9/10 independent; all members of the Audit, Compensation and Nominating committees are independent) .
• Attendance: The board met seven times in 2024; each director attended at least 75% of total board and committee meetings on which he/she served. All ten directors nominated for 2024 attended the 2024 virtual annual meeting .
• Committee workload: Compensation (6 meetings in 2024); Nominating, Corporate Governance and Stewardship (6); Audit (4). Lead Director is Judy R. McReynolds; committee chairs: Compensation—David L. Hauser; Audit—J. Michael Sanner; Nominating—Peter D. Clarke .
• Nominating/ESG oversight scope (committee where Kissam serves): director nominations, committee membership, succession plans, ESG (sustainability, diversity, climate), cybersecurity, technology, and contingency planning for extreme events .
• Governance enhancements: Board is proposing elimination of charter supermajority voting provisions (subject to 80% vote) .
• Shareholder feedback signal: Say-on-pay support exceeded 90% at the prior annual meeting; say-on-pay held annually .

Fixed Compensation (Director)

Notes:

• No meeting fees; quarterly cash plus annual equity retainer structure. Audit Committee membership adds $5,000, but Kissam is not on Audit .
• Equity retainer increased from $152,500 to $160,000 effective December 2024; 2025 cash retainer unchanged .

Performance Compensation (Director)

• None. OGE does not provide performance-based incentives (options/PSUs) to non-management directors; compensation is cash retainer plus deferred stock units under the Director Deferred Compensation Plan .

Other Directorships & Interlocks

Related-party policy: OGE prohibits transactions with directors or affiliates that would cast doubt on independence; hedging is prohibited for directors; no loans to executive officers under the Stock Incentive Plan .

Expertise & Qualifications

• Executive leadership and operating experience leading a large, multi-national public company (Albemarle CEO 2011–2020) .
• Legal/governance expertise from senior counsel roles at Merisant and Monsanto; technology/new-technology applicability to utilities; risk oversight experience from leadership in public companies .
• Sector/customer perspective from energy-intensive industries relevant to utility services .

Equity Ownership

Alignment safeguards:

• Director ownership guidelines: each director is expected to hold shares equal to the aggregate of their five most recent annual equity retainer grants .
• Hedging prohibited for directors; policy reviewed annually .

Governance Assessment

• Strengths (board effectiveness and alignment)

  • Independent status; tenure since 2020 provides both continuity and outside perspective .
  • Material committee roles on Compensation and Nominating/ESG/Cyber committees align with his executive, legal, and technology risk background .
  • Attendance and engagement meet expectations; board/committee meetings attended at least 75% in 2024; full board present at 2024 annual meeting .
  • Director pay is simple and shareholder-aligned (cash retainer plus equity via stock units); no options; no meeting fees; moderate increase to equity retainer in 2024 .
  • Ownership alignment via stock unit accruals and board ownership guidelines; hedging prohibited .
  • As a Compensation Committee member, operates under a process with an independent consultant (Mercer) that the committee determined poses no conflicts; committee confirms consultant independence annually .
  • Shareholder support for say-on-pay >90% suggests low pay-related governance risk; annual say-on-pay cadence .

• Potential risks/considerations (monitoring)

  • External board load: serves on two other public company boards; within OGE’s guideline that directors may not serve on more than three other public boards, but still a time commitment to monitor alongside committee work at OGE .
  • No OGE-disclosed related-party transactions involving Kissam; continue to monitor for any transactional links to companies where he serves or advises (ADS, DuPont, Bernhard Capital Partners) under OGE’s related-party policy .

RED FLAGS: None disclosed in OGE’s proxy for attendance, related-party transactions, or hedging/pledging by directors; Kissam is not on the Audit Committee (no financial expert designation required for his profile) .