Christopher P. Sighinolfi
ONE GasAbout Christopher P. Sighinolfi
Christopher P. Sighinolfi, age 41 as of January 1, 2025, is Senior Vice President and Chief Financial Officer of ONE Gas (OGS). He was promoted to CFO effective January 1, 2024 after serving as VP, Corporate Development & Investor Relations (2022–2024) and VP, Corporate Development (2021–2022); previously, he was a Managing Director at Jefferies Financial Group (2016–2020) . Company performance tied to his incentive metrics in 2024 included EPS of $3.91 vs. a $3.85 target and operational/safety goals that produced a 120.8% company performance modifier; 2021 PSUs paid 0% based on relative TSR, illustrating pay-for-performance alignment . In 2023, ONE Gas reported net income of $231 million (EPS $4.14) and operating income of $378 million; TSR for 2018–2023 was approximately -7% (relative peer context disclosed) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ONE Gas | Senior Vice President & Chief Financial Officer | 2024–present | Principal financial officer; signed Form 8-Ks and executed the company’s third amended & restated $1.5B credit agreement . |
| ONE Gas | VP, Corporate Development & Investor Relations | 2022–2024 | Led corporate development and investor communications . |
| ONE Gas | VP, Corporate Development | 2021–2022 | Corporate strategy and transactions . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Jefferies Financial Group, Inc. | Managing Director | 2016–2020 | Capital markets and advisory experience relevant to utility finance . |
Fixed Compensation
| Metric | 2024 | Notes |
|---|---|---|
| Base Salary ($) | $400,000 | Increased from $270,000 in 2023 (+48.1%) upon promotion to CFO . |
| Target Bonus (% of Base) | 65% | STI target unchanged for 2024 . |
| Actual STI Award ($) | $361,000 | Paid March 2025 per STI plan . |
| Perquisites | None | Company states NEOs receive no personal benefits . |
Performance Compensation
2024 Short-Term Incentive (STI) – Metrics, Targets, Actuals, and Payouts
| Metric | Target | Actual | Payout Percent |
|---|---|---|---|
| EPS ($) | 3.85 | 3.91 | 76.56% |
| Emissions Reduction (ER, mtCO2e) | 2,097 | 2,280 | 10.52% |
| DART | 0.40 | 0.15 | 11.25% |
| PVIR | 1.80 | 1.56 | 11.25% |
| ERT (%) | 63.25% | 65.64% | 11.25% |
| Company Performance Modifier | — | — | 120.8% |
| Individual Performance Modifier (CFO) | — | — | 115% |
| STI Award ($) | — | — | $361,000 |
2024 Long-Term Incentive (LTI) Grants and Vesting
- Mix: 80% PSUs (TSR-based) / 20% RSUs .
- Grant date: February 19, 2024 .
- RSU grant: 1,976 shares; grant-date fair value $120,022 .
- PSU grant: Threshold 3,952; Target 7,903; Max 15,806 units; grant-date fair value $536,060 .
- 2021 PSU results: Relative TSR ranked 12th among peers; payout 0% (e.g., Sighinolfi target 1,442; earned 0) .
| Award Type | Grant Date | Shares/Units | Grant-Date Fair Value ($) |
|---|---|---|---|
| RSUs | 2/19/2024 | 1,976 | 120,022 |
| PSUs (Threshold/Target/Max) | 2/19/2024 | 3,952 / 7,903 / 15,806 | 536,060 |
Scheduled Vesting
| Award | Shares | Vest Date |
|---|---|---|
| RSUs | 506 | Feb 15, 2025 |
| RSUs | 577 | Feb 14, 2026 |
| RSUs | 2,055 | Feb 13, 2027 |
| PSUs | 758 | Feb 15, 2025 |
| PSUs | 1,038 | Feb 14, 2026 |
| PSUs | 8,711 | Feb 13, 2027 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 1,762 shares; less than 1% of class as of March 1, 2025 . |
| Shares Held via 401(k) | None . |
| 2024 Vested Stock | 519 shares vested; value realized $31,522; net shares received 340; net value $20,679 (tax withholding by election) . |
| Outstanding Unvested RSUs | 3,138 units; market value $217,281 (12/31/2024) . |
| Outstanding Unearned PSUs | 10,508 units; market/payout value $727,677 (12/31/2024) . |
| Ownership Guidelines (CFO) | 3x base salary; must be met within 5 years; Sighinolfi has until 2029 to comply . |
| Anti-Hedging/Pledging | Insiders prohibited from hedging/pledging; no pledging exceptions granted in 2024 . |
| Stock Options | None granted; no options outstanding . |
Employment Terms
- Agreements: No individual employment agreements; severance governed by plan-based approach .
- Change-in-Control (CIC): Double-trigger required; “good reason” includes demotion, pay/target reductions, relocation >35 miles, or failure of successor to assume the plan .
- Severance Multiple: Up to 3x for CEO; 2x for other NEOs (salary + target STI); COBRA reimbursement for 18 months; “best after-tax results” approach (no excise tax gross-up) .
Estimated Payments – CFO Scenarios (as of 12/31/2024)
| Scenario | Cash Severance | STI | Health & Welfare | RSUs | PSUs | Equity Total | Grand Total |
|---|---|---|---|---|---|---|---|
| Death/Disability/Retirement | $0 | $260,000 | $0 | $97,031 | $261,114 | $358,145 | $618,145 |
| Termination Without Cause | $0 | $0 | $0 | $97,031 | $0 | $97,031 | $97,031 |
| Qualifying Termination Post-CIC | $1,320,000 | $260,000 | $34,581 | $217,281 | $793,988 | $1,011,269 | $2,625,850 |
- Clawbacks: Robust clawback policy (fraud/negligence/misconduct), plus Dodd-Frank supplemental clawback for Section 16 officers with 3-year lookback, regardless of misconduct .
- Deferred Compensation: 2024 executive contribution $12,000; company contribution $25,815; aggregate balance $40,140 .
Investment Implications
- Alignment and retention: Current personal ownership is modest (1,762 shares; <1%), with a mandated path to 3x salary ownership by 2029—alignment should increase over time; anti-pledging policy reduces collateral risk .
- Sell pressure signals: RSU/PSU vestings scheduled in 2025–2027 and historical tax withholding on vest suggest periodic selling to cover taxes; 2021 PSUs paid 0% on TSR, limiting windfalls when relative performance lags .
- Pay-for-performance: 2024 STI tied to EPS and safety/operational metrics achieved a 120.8% company modifier and 115% individual modifier (CFO award $361K), while LTI heavily weighted to PSUs tied to 3-year relative TSR—comp ultimately sensitive to peer-relative equity returns .
- Downside/CIC protections: CFO severance is a standard utility-plan 2x salary+target STI with accelerated equity upon double-trigger CIC and “best after-tax results” (no excise gross-up)—supporting retention but implying potential incremental payout obligations in a transaction .
- Governance quality: No stock options or repricing, strong clawbacks, and no perquisites—shareholder-friendly constructs; say-on-pay support was 96% in 2024 .