William Sultemeier
OGE ENERGYAbout William Sultemeier
William H. Sultemeier serves as General Counsel, Corporate Secretary, and Chief Compliance Officer of OGE Energy and OG&E; he is a Named Executive Officer (NEO) and the corporate secretary signing the company’s proxy materials . Company performance metrics linked to executive pay show strong recent alignment: 2024 OG&E EPS achieved $2.33 vs a $2.22 target (200% payout on that component) , and 2022–2024 relative TSR ranked ~73rd percentile, driving a ~157% payout on 2022 performance units . The annual say‑on‑pay program has consistently received >90% shareholder approval, indicating broad investor support for the pay design .
Past Roles
Not disclosed in the proxy for executive officers beyond current role .
External Roles
No external directorships or outside roles disclosed for Sultemeier in the proxy .
Fixed Compensation
Multi‑year compensation (SCT reported totals and components)
| Year | Salary ($) | Target Bonus % of Salary | Non‑Equity Incentive Paid ($) | Stock Awards Grant‑Date FV ($) | All Other Compensation ($) | Total Compensation ($) |
|---|---|---|---|---|---|---|
| 2024 | 517,400 | 65% | 435,488 | 766,669 | 90,579 | 1,810,136 |
| 2023 | 497,494 | 65% | 377,045 | 703,121 | 82,603 | 1,660,263 |
| 2022 | 473,803 | 65% | 305,878 | 673,200 | 72,947 | 1,525,828 |
Base salary decisions (approved in Dec prior year)
| Executive | 2024 Base Salary ($) | 2023 Base Salary ($) | % Increase |
|---|---|---|---|
| W. H. Sultemeier | 517,394 | 497,490 | 4.0% |
Key notes:
- Pension eligibility: Sultemeier is not eligible to participate in the Pension Plan .
- Perquisites: All officers received less than $12,000 in perquisites in 2024; Sultemeier’s “All Other Compensation” includes 401(k)/Deferred Compensation contributions and a physical exam ($750) .
Performance Compensation
Annual Incentive Plan (AIP) – 2024 design and outcomes
| Metric | Weighting | Minimum | Target | Maximum | Actual | Payout % |
|---|---|---|---|---|---|---|
| OG&E Earnings (EPS) | 40% (AIP weighting for NEOs) | $2.14/share | $2.22/share | $2.30/share | $2.33 | 200% |
| O&M Target | Not disclosed | $425mm | $412mm | $399mm | $423mm | 58% |
| Safety (OSHA/DART avg) | Not disclosed | See note (A) | See note (A) | See note (A) | Quarterly results (A) | 80% |
| Customer/Operations – SAIDI (33%) | Part of Customer/Operations | Q targets per quarter | Q targets per quarter | Q max per quarter | Quarterly mins | 166% |
| Customer/Operations – Escalent Residential (17%) | Part of Customer/Operations | 50th percentile | 66.67th percentile | 100th percentile | Did not meet | 0% |
| Customer/Operations – Escalent Business (17%) | Part of Customer/Operations | 50th percentile | 66.67th percentile | 100th percentile | Did not meet | 0% |
| Customer/Operations – Equivalent Forced Outage Rate (33%) | Part of Customer/Operations | Unit‑level targets | Unit‑level targets | Unit‑level targets | Above target/min levels | 124% |
| Environmental Target | Not disclosed | See note (E) | See note (E) | See note (E) | No penalties; one enforcement action | 175% |
Notes:
- Customer/Operations overall payout was 96% after applying internal weights (SAIDI 33%, Escalent 34% split evenly, EFOR 33%) .
- Company‑wide AIP payout for 2024 averaged ~129% of target for NEOs; Sultemeier’s non‑equity incentive paid was $435,488 .
Long‑Term Incentives (LTI) – 2024 grants and vesting terms
| Component | Grant Date | Target Units | Max Units | Vest/Performance Period | Payout Curve/Terms |
|---|---|---|---|---|---|
| Performance Units (TSR‑based, 65% of LTI) | Feb 19, 2024 | 14,333 | 28,666 | Jan 1, 2024–Dec 31, 2026 | 0–200% based on rTSR vs ~40 EEI peers; 50th pct=100% payout; ≥90th pct=200% |
| Restricted Stock Units (RSUs, 35% of LTI) | Feb 19, 2024 | 7,718 | N/A | Vests Dec 31, 2026; paid by Mar 15, 2027 | Time‑based vesting; dividends paid as equivalents on payout |
Recent vesting/realization (2022 cycle paid in early 2025)
| Item | Shares/Units | Value Realized ($) | Dividends ($) |
|---|---|---|---|
| 2022 Performance Units + 2022 RSUs (vested Dec 31, 2024; paid Jan 2, 2025) | 23,574 shares | 972,432 | 115,144 |
Equity Ownership & Alignment
Ownership, guidelines, and outstanding awards
| Item | Detail |
|---|---|
| Beneficial ownership (Common Shares) | 68,217 shares |
| Company shares outstanding (record date) | 201,328,782 |
| Ownership as % of outstanding | ~0.034% (68,217 / 201,328,782) |
| Stock ownership guidelines (executives) | 2.0x–3.0x base salary; CEO 6.0x; 5 years to achieve post‑promotion |
| Hedging/pledging | Hedging prohibited by insider trading policy; no pledging disclosure; loans to executive officers prohibited |
| Unvested RSUs at FY‑end | 7,718 (2024–2026) and 5,921 (2023–2025); market values $318,368 and $244,241 at $41.25/share |
| Unearned performance units at FY‑end | 28,666 (2024–2026) and 21,992 (2023–2025); max counts shown; market/payout values at $41.25/share $1,182,473 and $907,170 |
Deferred Compensation
| Item | 2024 Executive Contributions ($) | 2024 Company Contributions ($) | 2024 Earnings ($) | Ending Balance ($) |
|---|---|---|---|---|
| Nonqualified Deferred Compensation Plan | 27,640 | 54,944 | 93,406 | 545,602 |
Employment Terms
Change‑of‑Control (CoC) and severance economics
| Provision | Term |
|---|---|
| CoC agreement structure | Double‑trigger (CoC + qualifying termination) |
| Cash severance multiple | 2.99x (base salary + highest recent annual incentive) |
| Tax treatment | No excise tax gross‑ups; cutback to avoid 4999 excise tax if beneficial |
| Welfare/outplacement | Welfare benefits continued 3 years; outplacement services valued at $50,000 |
| Illustrative CoC termination (Dec 31, 2024) | Lump sum severance $2,849,117; plus $50,000 outplacement and $35,280 welfare benefits |
| Equity on CoC | All performance units vest/pay at target, RSUs vest/pay in cash; outstanding AIP pro‑rated at target if termination within 24 months |
| Illustrative equity payout at CoC (Dec 31, 2024, $41.25) | LTI cash payout $1,607,430 |
Other terms:
- No employment contracts with fixed terms are disclosed for executive officers; CoC agreements govern severance .
- RSU vesting can be accelerated pro rata in death/disability/retirement/involuntary termination (committee discretion) .
Investment Implications
- Pay‑for‑performance linkage is strong: AIP heavily weighted to OG&E EPS (40%), with strict operational metrics; 2024 achieved 200% on EPS, while customer sentiment (Escalent surveys) paid 0%, reinforcing balanced incentives . For LTIs, relative TSR drives 65% of grants; 2022 cycle paid ~157% on ~73rd percentile TSR, evidencing alignment with shareholder returns .
- Upcoming equity delivery windows can create supply: RSUs vesting Dec 31, 2025 and Dec 31, 2026, and TSR performance cycles ending Dec 31, 2025 and Dec 31, 2026 may concentrate realizations and potential selling windows around early 2026–2027, with FY‑end outstanding units for Sultemeier totaling 13,639 RSUs and up to 50,658 performance units (max) .
- Retention risk mitigated by robust CoC protection and long‑dated vesting: Double‑trigger 2.99x severance plus immediate vesting at target under CoC, and three‑year LTI structures support retention; absence of tax gross‑ups and hedging prohibition reduce governance risk .
- Ownership alignment exists but is modest by percentage: Direct holdings (~0.034% of common) plus unvested awards and stock ownership guidelines (2–3x salary within five years) suggest increasing alignment over time; no pledging disclosures and a strict hedging ban reduce misalignment risks .