Sheila Talton
OGE ENERGYAbout Sheila G. Talton
Independent director at OGE Energy Corp. since 2013; age 72. President and CEO of Gray Matter Analytics with prior executive roles at Cisco and SGT Ltd. Core credentials include information technology, data analytics, cybersecurity oversight, and corporate stewardship; currently serves on the Compensation and Nominating, Corporate Governance and Stewardship Committees at OGE . OGE’s board classifies 9 of 10 directors as independent, and all members of the Audit, Compensation, and Nominating committees are independent; Talton qualifies under NYSE and SEC independence standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| OGE Energy Corp. | Independent Director | Director since 2013 | Compensation; Nominating, Corporate Governance and Stewardship |
| SGT Ltd. | President & CEO | 2011–2013 | Strategy and technology consulting leadership |
| Cisco Systems, Inc. | Vice President | 2008–2011 | Global technology executive experience |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Deere & Company | Director | Current | Not specified in proxy |
| Sysco Corporation | Director | Current | Not specified in proxy |
| Wintrust Financial Corporation | Director | 2012–2019 | Not specified in proxy |
| Northwestern Memorial Foundation | Board | Current | Nonprofit board service |
| Chicago Shakespeare Theater | Board | Current | Nonprofit board service |
| Chicago Urban League | Board | Current | Nonprofit board service |
Board Governance
- Committee assignments: Compensation; Nominating, Corporate Governance and Stewardship; not listed on Audit or Executive; not a committee chair .
- Independence: Board counts 9 of 10 directors independent; all committee members (Audit, Compensation, Nominating) are independent under NYSE/SEC standards .
- Attendance: The board met seven times in 2024; each director attended at least 75% of board and applicable committee meetings in 2024 . All ten nominees attended the 2024 annual meeting online .
- Lead Director: Judy R. McReynolds (independent) presides over executive sessions and oversees agenda-setting and shareholder engagement; strengthens independent oversight .
- ESG and cybersecurity oversight: Nominating, Corporate Governance and Stewardship Committee reviews environmental compliance, sustainability, diversity, climate, corporate stewardship, and cybersecurity/IT matters . Board-level risk oversight spans financial, operational, climate, regulatory, cyber, and human capital risks .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual cash retainer | $115,000 | Paid quarterly |
| Annual equity retainer (deferred) | $160,000 | Credited 12/10/2024; converted to 3,793.3 common stock units based on the closing price on 12/10/2024 |
| Committee/Chair fees | — | No fees for Compensation/Nominating membership; fees apply only to Audit membership ($5,000) and certain chair roles (not applicable to Talton) |
| Total 2024 director compensation | $275,000 | Sum of cash and equity retainer |
Director compensation schedule: base board retainer $275,000 (cash $115,000; deferred equity $160,000); Lead Director $30,000; Compensation/Audit chair $20,000; Nominating chair $15,000; Audit membership $5,000 .
Performance Compensation
- Non-employee directors at OGE receive an annual equity retainer via the Deferred Compensation Plan converted to common stock units; there are no performance metrics, stock options, or PSUs for directors disclosed (equity is retainer-based and time/account-based) .
Other Directorships & Interlocks
| Company | Sector | Potential Interlock/Conflict |
|---|---|---|
| Deere & Company | Industrial equipment | No related-party transactions disclosed by OGE; general related-party policies restrict director-affiliate dealings |
| Sysco Corporation | Food distribution | No related-party transactions disclosed by OGE; hedging prohibited for directors |
| Wintrust Financial | Banking | Prior role; no OGE-related transactions disclosed |
- Independence guideline: Directors may not serve on more than three other public boards; Talton’s two current public boards are within guidelines .
Expertise & Qualifications
- Technology and data analytics leadership (Gray Matter Analytics); prior senior roles in global tech and consulting (Cisco, SGT) .
- Cybersecurity oversight and corporate stewardship experience; social and human capital management insights .
- Recognitions include “Top 10 Women in Technology” and 2021 Notable Black Leader & Executive (Crain’s Chicago Business) .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (common shares) | 43,726 | Includes common stock units under the Deferred Compensation Plan; director ownership is less than 0.1% of class |
| Common stock units in Deferred Compensation Plan | 43,294 | Units in Company Common Stock Fund at 12/31/2024 (distinct count disclosure) |
| Hedging policy | Prohibited | Directors barred from hedging or monetization transactions |
| Director ownership guidelines | Equal to aggregate of the five most recent annual equity retainer grants | Applies to all board members; individual compliance status not disclosed |
Governance Assessment
- Strengths:
- Independent status and membership on key oversight committees (Compensation; Nominating/ESG/cyber) support board effectiveness .
- Strong attendance and participation standard; all nominees attended annual meeting; board met seven times in 2024 with directors meeting at least the 75% threshold .
- Director pay structure mixes cash and equity via deferred stock units, promoting alignment; hedging prohibited; stock ownership guidelines in place .
- Compensation Committee uses Mercer; independence and conflict safeguards documented; say-on-pay approval exceeded 90% in prior year (general investor support) .
- Potential concerns:
- No disclosed performance linkage in director equity retainer (typical for utilities), though equity is still alignment-positive .
- Supermajority voting provisions historically persisted; 2025 proposal seeks elimination (a shareholder-friendly move, pending 80% vote) .
- Conflicts/related-party exposure:
- OGE policy restricts transactions with directors/affiliates and prohibits loans; Nominating and Audit Committees monitor conflicts and Code of Ethics compliance; no Talton-specific related-party transactions disclosed .
Section 16(a) reporting: To OGE’s knowledge, all officers and directors met reporting obligations in 2024; one late Form 4 pertained to a VP (not a director), indicating no director delinquency disclosures .
Board composition and independence: 10 directors, 9 independent; all committee membership restricted to independent directors, reinforcing governance quality .