Sean Trauschke
OGE ENERGYAbout Sean Trauschke
Sean Trauschke (age 58) is Chairman, President and CEO of OGE Energy Corp. and OG&E; CEO since June 2015, President of OG&E since July 2013, President of OGE Energy since August 2014, and Chairman since December 2015; he previously served as CFO from 2009–2013 . Under his leadership, OGE highlights a 10-year CAGR of 6% for consolidated EPS (excluding midstream), 5% dividend CAGR, and sector-leading cost discipline, alongside reliability and capacity investments; 2024 system uptime was 99.94% and 98% of outages restored within 24 hours . Pay-versus-performance disclosure shows strong rTSR outcomes with 2024 three-year relative TSR at the 73rd percentile driving a ~157% payout on performance units .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| OGE Energy Corp. | Chairman of the Board | Dec 2015–present | Unified leadership structure; oversight of long-term strategy with Lead Director framework to strengthen independent oversight . |
| OGE Energy Corp. / OG&E | President | OGE Energy: Aug 2014–present; OG&E: Jul 2013–present | Led operational reliability and growth initiatives; low-rate model and capacity additions highlighted in shareholder communications . |
| OGE Energy Corp. / OG&E | Chief Executive Officer | Jun 2015–present | Delivered rTSR outperformance vs utility peers in recent cycles; executive comp aligned to TSR and OG&E EPS . |
| OGE Energy Corp. / OG&E | Vice President & Chief Financial Officer | 2009–2013 | Financial stewardship through regulatory cycles; foundation for current balance sheet policy . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Greater Oklahoma City Chamber | Director | Current | Community and economic development engagement in OGE’s service territory . |
| United Way of Central Oklahoma | Director | Current | Community impact and stakeholder relationships . |
Fixed Compensation
| Component (2024) | Amount / % | Notes |
|---|---|---|
| Base Salary | $1,204,622 | Approved Dec 2023; +4% YoY . |
| Target Annual Incentive | 110% of salary | Unchanged vs 2023; OG&E EPS is the most significant metric . |
| Actual Annual Incentive Paid | $1,715,866 | 129% of target; ~142% of salary . |
| 2024 Stock Awards (Grant Date Fair Value) | $5,099,875 | Mix of PSUs (65%) and RSUs (35%) . |
Performance Compensation
Annual Incentive Plan (AIP) – 2024
| Metric | Weighting | Minimum | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|---|
| OG&E Earnings Target (EPS) | 40% | $2.14/share | $2.22/share | $2.30/share | $2.33 | 200% . |
| O&M Target | Not disclosed | $425M | $412M | $399M | $423M | 58% . |
| Safety Target (OSHA + DART average) | Not disclosed | OSHA min 0.59; DART min 0.41 | OSHA 0.43; DART 0.27 | OSHA 0; DART 0 | Quarterly results; blended | 80% . |
| Customer/Operations – SAIDI | 33% of C/O | Q1: 27/24/21 minutes thresholds; quarterly | Quarterly | Quarterly | 14, 43, 27, 13 minutes | 166%; 33% weighting yields 55% . |
| Customer/Operations – Escalent Residential | 17% of C/O | 50th percentile | 66.67th percentile | 100th percentile | Did not meet | 0% . |
| Customer/Operations – Escalent Business | 17% of C/O | 50th percentile | 66.67th percentile | 100th percentile | Did not meet | 0% . |
| Customer/Operations – EFOR | 33% of C/O | Fuel-type min/target/max | Fuel-type min/target/max | Fuel-type min/target/max | Above target in most units | 124%; 33% weighting yields 41% . |
| Environmental Target | Not disclosed | Penalties <=$100k; 3 actions | Penalties <=$75k; 2 actions | Penalties <=$25k; 0 actions | No penalties; 1 action | 175% . |
Notes:
- AIP payouts to NEOs averaged ~129% of target for 2024 .
- OG&E EPS is the most heavily weighted AIP component for NEOs .
Long-Term Incentive (LTI)
| Element | 2024 Grant | Vesting / Performance | Scale / Outcome |
|---|---|---|---|
| Performance Units (PSUs) | 95,344 target units | 3-year TSR vs ~40 EEI utility peers, period ending Dec 31, 2026 | 0–200% payout; 50th percentile = 100%; 90th percentile = 200% . |
| Restricted Stock Units (RSUs) | 51,339 units | Time-based, vest on Dec 31, 2026 (continuous employment required) | Shares plus dividend equivalents paid at vest . |
| 2022 PSU cohort payout | — | 3-year TSR ended Dec 31, 2024 | 157.43% payout; CEO vested shares value realized $6,270,002 plus $742,420 dividends (total $7,012,422) . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (3/17/2025) | 536,015 common shares (less than 0.3% of outstanding) . |
| Unvested RSUs (CEO) | 38,175 (2023–2025 vest), 51,339 (2024–2026 vest); market values at $41.25 were $1,574,719 and $2,117,734, respectively . |
| Unearned PSUs (CEO) | 141,794 (2023–2025 period), 190,688 (2024–2026 period); market/payout values shown at maximum (200%) footnote . |
| Options | None outstanding; company has not issued options since 2004 . |
| Hedging / Pledging | Hedging prohibited by policy; no pledging policy disclosure found in proxy . |
| Stock Ownership Guidelines | CEO guideline is 6.0x base salary; executives expected to achieve within 5 years of promotion . |
| Clawback | NYSE Rule 10D-1 compliant Incentive Compensation Clawback Policy (recovers incentive comp after restatements) . |
| Deferred Compensation | CEO 2024 contributions $515,046; company match $153,362; aggregate balance $7,721,024 . |
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment Agreement | None; executives do not have employment contracts . |
| Change-of-Control (COC) | Double-trigger; severance equals 2.99x (base salary + highest recent annual incentive); continued welfare benefits (3 years) and outplacement; cutback to avoid 4999 excise tax; no tax gross-up . |
| CEO COC Severance (if terminated on 12/31/2024 post-COC) | $8,732,258 lump sum, plus benefits; equity would vest/pay at target: PSU+RSU lump sum $10,549,894 at $41.25 price . |
| Equity on COC | All PSUs vest at target in cash; all RSUs vest in cash; outstanding AIP prorated at target upon qualifying termination within 24 months of COC . |
| Non-Compete / Non-Solicit | Not disclosed in proxy; no specific durations/scope provided. |
Insider Transactions and Vesting Pressure
- Form 4 filings for Sean Trauschke indicate routine plan-based acquisitions and equity award activity:
- Jan 4, 2024: Form 4 filed (Retirement Savings Plan Statement-based info) .
- Feb 21, 2024: Form 4 filed, equity award changes reported .
- Feb 20, 2025: Form 4 filed pursuant to power of attorney (award/vesting activity) .
- No evidence of hedging transactions; hedging is prohibited by company policy .
Performance & Track Record
- Multi-year performance context:
- EPS/TSR linkage: CAP increased alongside TSR improvements; 2024 three-year rTSR at 73rd percentile drove ~157% PSU payout .
- Management letter cites decade-long EPS CAGR 6% (ex-midstream), dividend CAGR 5%, and cost control (<1% controllable cost per customer growth), underpinning capital plan expansion .
- Recent results:
- OGE Q3 2025 EPS $1.14; OG&E segment contributed $1.20, with guidance pointing to top half of $2.21–$2.33 EPS range .
- CEO commentary emphasizes capacity additions (~550 MW new gas turbines under construction) and maintaining low customer rates .
Financials – FY 2022–2024
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | $3,304,200,000 | $2,607,300,000 | $2,916,600,000 |
| Net Income ($) | $665,700,000 | $416,800,000 | $441,500,000 |
| EBITDA ($) | $1,074,000,000* | $1,129,000,000* | $1,249,900,000* |
*Values retrieved from S&P Global.
Board Governance and Director Service
- Board service history: Director since 2015; currently Chairman, President and CEO; he is the only non-independent director (9 of 10 directors are independent) .
- Committees: All standing committees (Audit, Compensation, Nominating/Corporate Governance/Stewardship, Executive) are comprised of independent directors; CEO is not listed as a member of these committees .
- Leadership structure: Board maintains combined Chair/CEO for unified leadership; Lead Independent Director (Judy R. McReynolds) has robust responsibilities including presiding at executive sessions, agenda-setting, direct shareholder engagement, and succession planning .
- Attendance: Board met 7 times in 2024; each director attended at least 75% of meetings; all ten nominees attended the 2024 virtual annual meeting .
- Independence / dual-role implications: Independence is maintained through a strong Lead Director role and fully independent committees; the Board retains flexibility to separate Chair/CEO if circumstances warrant .
Director Compensation (context; CEO is management)
- Non-management director compensation in 2024: annual cash retainer and equity retainer ($160,000), plus incremental fees for leadership/committees; Lead Director receives $30,000 additional .
- Deferred Compensation Plan used for director equity units; common stock unit balances disclosed .
Compensation Peer Group and Committee Practices
- 2024 peer group includes ALLETE, Alliant, Ameren, AVANGRID, Black Hills, CenterPoint, CMS, Entergy, Evergy, IDACORP, NiSource, ONE Gas, Pinnacle West, PNM, Portland General, PPL .
- Target positioning: total direct compensation targeted at the median of peer group; significant at-risk mix (44%–61% of total direct at target) .
- Consultant: Mercer engaged; fees $285,075 for comp advisory and $19,570 for other services; committee concluded no conflict of interest .
- Say-on-Pay: >90% approval at last year’s meeting .
Related Party Transactions and Policies
- Code of Ethics and related-party oversight through Audit and Nominating/Corporate Governance committees; prohibition on loans to executives; policy discourages transactions that compromise independence .
- Hedging prohibited; clawback policy compliant with NYSE Rule 10D-1 .
- No disclosed related-party transactions involving the CEO in the proxy .
Compensation Structure Analysis
- Shift in LTI mix emphasizes PSUs tied to rTSR (65%) with RSUs (35%); no options or SARs issued since 2004 (reduces repricing risk) .
- 2024 AIP and LTI target levels were set at or above 2023 targets; committee-authorized limited exceptions to OG&E EPS/O&M calculations (e.g., unusual law changes, accounting changes) but no weather normalization; payouts subject to downward discretion .
- CEO 2024 comp: salary increased 4%, target AIP unchanged, LTI target increased to 400% of salary; realized 129% AIP payout and ~157% PSU payout from 2022 cohort .
Investment Implications
- Strong alignment: High proportion of at-risk pay tied to OG&E EPS and 3-year rTSR, robust clawback, and hedging prohibition; CEO equity holdings and unvested awards enhance alignment, though no pledging policy is disclosed .
- Retention and change-of-control: Double-trigger 2.99x severance with immediate equity vesting at target on COC provides security without tax gross-ups; potential near-term selling pressure around annual vesting events (e.g., RSUs and PSUs), as seen in 2022 cohort vesting .
- Execution risk: Capacity additions (~550 MW in construction) and data center negotiations imply growth execution demands; 2024 customer satisfaction sub-metrics (Escalent) missed targets while reliability (SAIDI) and EFOR exceeded, signaling mixed customer sentiment amidst strong operational metrics .
- Governance mitigants: Combined Chair/CEO offset by empowered Lead Director and fully independent committees; say-on-pay support >90% suggests shareholder acceptance of pay program .