Peter Clarke
OGE ENERGYAbout Peter Clarke
Peter D. Clarke, age 74, is an independent director of OGE Energy Corp., serving since 2018. Clarke is a retired energy lawyer (Jones Day) with 40+ years advising utility and energy companies on corporate finance, securities disclosure, corporate governance, and M&A; he is designated financially literate under NYSE standards and chairs the Nominating, Corporate Governance and Stewardship Committee, and also serves on the Audit and Executive Committees . OGE’s independence framework states 9 of 10 directors are independent; Clarke is among them . OGE’s guidelines cap director age at 75 at time of election and limit outside public boards to three; Clarke’s age and disclosed roles fit within these policies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jones Day | Partner; Co-Chair, Energy Practice | 2001–2016 | Co-led energy practice; focus on corporate finance, securities disclosure, governance, M&A |
| Jones Day | Of Counsel | 2017 | Advisory legal counsel (pre-retirement) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| — | — | — | No current public company directorships disclosed for Clarke beyond OGE |
Board Governance
- Committee assignments: Audit Committee member; Nominating, Corporate Governance and Stewardship Committee Chair; Executive Committee member .
- Independence: Independent under NYSE/SEC standards; Board composition includes 9 independent directors .
- Attendance: Board met 7 times in 2024; each director attended at least 75% of total Board and committee meetings; all ten directors attended the 2024 Annual Meeting .
- Audit Committee financial expertise: Gates, Rainbolt, and Sanner are designated “financial experts”; Clarke is “financially literate” per NYSE standards .
- Lead Independent Director framework: Lead Director reviews/approves agendas and presides over executive sessions; liaison to shareholders; succession planning responsibilities (role currently held by Judy R. McReynolds) .
- 2025 shareholder vote: Clarke received 140,436,728 votes for, 5,400,721 against, 559,731 abstentions; broker non-votes 27,351,539 .
- Governance proposals: 2025 say-on-pay approved (136,402,582 for; 8,638,829 against; 1,355,769 abstain); proposal to eliminate supermajority voting did not pass as it failed the 80% outstanding shares threshold .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $115,000 | Paid in quarterly installments; no meeting fees |
| Annual equity retainer (deferred stock units) | $160,000 | Credited Dec 10, 2024; converted to 3,793.3 common stock units |
| Committee chair fee (Nominating, Corporate Governance and Stewardship) | $15,000 | Chair premium |
| Audit Committee membership fee | $5,000 | Membership premium |
| Lead Director fee (not applicable to Clarke) | $30,000 | Shown for structure clarity |
| Director total (2024) | $295,000 | Fees earned/pd in cash $135,000; stock awards $160,000 |
Compensation structure: Board of Director retainer $275,000 (cash $115,000 + equity $160,000); incremental fees per chair/membership as shown; no meeting fees; directors can defer cash under the Deferred Compensation Plan .
Performance Compensation
| Element | Structure | Metrics | Payout Mechanics |
|---|---|---|---|
| Director equity retainer | Deferred stock units | None (retainer-based; not performance-contingent) | Units credited based on OGE closing price; paid per plan terms |
Directors do not receive performance-based incentives (e.g., PSUs tied to TSR); equity is an annual retainer credited in deferred stock units, not contingent on performance targets .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Conflicts |
|---|---|---|---|
| — | — | — | No other public company boards for Clarke disclosed; no supplier/customer interlocks disclosed |
Expertise & Qualifications
| Dimension | Details |
|---|---|
| Industry/Regulatory | Utility/regulatory knowledge; governance/legal expertise for energy and public utilities |
| Finance | Financial literacy in corporate finance; Audit Committee member |
| Governance leadership | Nominating, Corporate Governance and Stewardship Chair; executive sessions led by Lead Director framework |
| Education | Degrees not disclosed in proxy |
Equity Ownership
| Date | Shares Beneficially Owned | Common Stock Units (Deferred Plan) | Ownership % of Outstanding |
|---|---|---|---|
| Mar 17, 2025 | 30,782 | 28,932 | Each director other than CEO owns <0.1%; Clarke <0.1% |
| Dec 31, 2024 | — | 28,646 | — |
- Stock ownership guidelines: Directors must hold shares equal to the aggregate of their five most recent annual equity retainer grants; compliance status by director is not individually disclosed .
- Hedging policy: Prohibits hedging/monetization transactions for directors (e.g., collars, swaps, exchange funds); Board reviews policy annually .
- Pledging: Not specifically discussed; no pledging disclosures in proxy .
Governance Assessment
- Strengths: Independent director with deep utility/legal/regulatory expertise; chairs the governance committee; financially literate; consistent attendance expectations met; equity retainer supports ownership alignment; hedging prohibition; strong shareholder support in 2025 election; say-on-pay passed, indicating investor confidence in compensation governance .
- Potential red flags: Age of 74 approaches OGE’s nomination age cap (75); no explicit individual compliance disclosure versus ownership guidelines; supermajority elimination proposal failed (structural governance remains unchanged), though this is a company-level issue rather than Clarke-specific .
- Conflicts/related-party: Proxy sets stringent prohibitions on related-party transactions, loans, and significant dealings with directors/affiliates; no related-party transactions involving Clarke disclosed; insider reporting was timely for directors, with one late Form 4 attributed to a VP, not a director .
Overall signal: Clarke’s legal/regulatory background and governance chair role are positives for board effectiveness and risk oversight; approaching age cap warrants monitoring for succession and committee continuity.