Curtis L. Dinan
ONE GasAbout Curtis L. Dinan
Senior Vice President and Chief Operating Officer (COO) of ONE Gas; promoted to COO on June 28, 2021, after serving as SVP Chief Commercial Officer (appointed July 20, 2020), SVP Commercial (2019), and CFO/Treasurer from the 2014 separation through 2018 . Earlier, he held senior finance roles at ONEOK and ONEOK Partners (CFO/Treasurer 2007–2011), served on the ONEOK Partners board (2007–2011), and was an audit partner at Arthur Andersen and Grant Thornton . Company performance under current leadership includes 2024 EPS of $3.91, net income $223M, operating income $399M, and TSR up ~106% since 2014 inception; rate base averaged $5.52B (+7% YoY) and 23,000 customers were added in 2024 . ONE Gas’ 2024 say‑on‑pay approval was 96%, and executive pay programs emphasize EPS, safety, emissions, and relative TSR alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ONE Gas | SVP & COO | Promoted 6/28/2021–present | Executive leadership over operations; promotion accompanied by off-cycle equity grant reflecting expanded remit . |
| ONE Gas | SVP Chief Commercial Officer | 7/20/2020–6/28/2021 | Added community relations to commercial, rates & regulatory, government affairs, customer service . |
| ONE Gas | SVP Commercial | 2019–7/20/2020 | Led commercial activities across Oklahoma, Kansas, Texas divisions . |
| ONE Gas | CFO/Treasurer | 2014–2018 | Finance leadership from spin separation through growth phase . |
| ONEOK Partners | President, Natural Gas | 2011–2014 | Oversaw commercial activities in gathering & processing and pipelines segments pre-separation . |
| ONEOK & ONEOK Partners | SVP, CFO & Treasurer | 2007–2011 | Corporate finance leadership; board-level exposure . |
| ONEOK | VP & Chief Accounting Officer | 2004–2007 | Built accounting controls and reporting foundations . |
| Arthur Andersen; Grant Thornton | Audit Partner | Pre-2004 | Led energy-focused audits; developed public company controls expertise . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| ONEOK Partners GP, L.L.C. | Board Director | 2007–2011 | Governance and strategy experience at a large energy MLP . |
Fixed Compensation
| Metric (Curtis L. Dinan) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 500,000 | 500,000 | 500,000 |
| Non-Equity Incentive (STI) ($) | 302,000 | 362,000 | 451,500 |
| Stock Awards (RSUs/PSUs, grant-date fair value) ($) | 717,485 | 802,259 | 820,053 |
| Change in Pension Value & NQDC Earnings ($) | — | 718,692 | 135,144 |
| All Other Compensation ($) | 51,654 | 50,934 | 55,334 |
| Total ($) | 1,571,139 | 2,433,885 | 1,962,031 |
| Base Salary (as of 12/31) ($) | 500,000 | 500,000 | 500,000 |
| STI Target (% of salary) | 65% | 65% | 65% |
| Perquisites | None | None | None |
Performance Compensation
Annual STI Plan (2024)
| Metric | Weight | Threshold | Target | Maximum | 2024 Actual | Payout Contribution |
|---|---|---|---|---|---|---|
| EPS (diluted) | 70% | $3.53 | $3.85 | $4.17 | $3.91 | 76.56% of plan (within 70% weight) |
| Emissions Reduction (mtCO2e) | 7.5% | 1,988 | 2,097 | 2,324 | 2,280 | 10.52% of plan (within 7.5% weight) |
| DART | 7.5% | 0.52 | 0.40 | 0.28 | 0.15 | 11.25% of plan (within 7.5% weight) |
| PVIR | 7.5% | 2.05 | 1.80 | 1.70 | 1.56 | 11.25% of plan (within 7.5% weight) |
| Emergency Response Time (%) | 7.5% | 62.75 | 63.25 | 64.50 | 65.64 | 11.25% of plan (within 7.5% weight) |
| Company Performance Modifier | — | — | — | — | — | 120.8% |
| Individual Modifier (Dinan) | — | — | — | — | — | 115.0% |
| STI Award (paid Mar-2025) ($) | — | — | — | — | — | 451,500 |
Notes: Individual STI calculation = Base Salary × STI Target × Company Modifier × Individual Modifier; Dinan’s 2024 salary $500,000; target 65%; company 120.8%; individual 115% .
Long-Term Incentives (2024 Grants)
| Instrument | Grant Date | Units (Threshold/Target/Max) | Value ($) | Vesting | Performance Measure |
|---|---|---|---|---|---|
| PSUs | 2/19/2024 | 4,939 / 9,878 / 19,756 | 670,025 | Cliff at 3 years; pays 0–200% | Relative TSR vs peer group (2024–2026) |
| RSUs | 2/19/2024 | 2,470 | 150,028 | Cliff at 3 years; time-based | Dividend equivalents accrue |
Relative TSR payout schedule: 25th/50th/75th/90th percentile → 50%/100%/150%/200%; below 25th → 0% .
Equity Vesting Schedule (Current Outstanding)
| Instrument | Units | Vest Date |
|---|---|---|
| RSUs | 1,734 | Feb 15, 2025 |
| RSUs | 1,713 | Feb 14, 2026 |
| RSUs | 2,568 | Feb 13, 2027 |
| PSUs (est. based on TSR at 12/31/2024) | 3,468 | Feb 15, 2025 |
| PSUs (est.) | 4,114 | Feb 14, 2026 |
| PSUs (est.) | 10,888 | Feb 13, 2027 |
Note: 2021 PSU grant vested at 0% in Feb 2024 due to relative TSR outcome, illustrating pay-for-performance discipline .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (common) | 145,515 shares (<1% of class) as of Mar 1, 2025 . |
| 401(k) holdings | 5,909 ONE Gas shares held by 401(k) trustee . |
| Unvested RSUs (market value) | 6,015 units; $416,573 . |
| Unvested PSUs (market/payout value) | 18,469 units; $1,279,007 (based on period-end TSR estimates) . |
| Options | None outstanding; company does not grant stock options . |
| Hedging/Pledging | Prohibited; no pledging exceptions granted to insiders in 2024 . |
| Ownership Guidelines | COO must hold 4× base salary; Dinan met as of 12/31/2024 . |
| Vesting-related selling pressure | Net shares received on vesting in 2024 were 1,080 (with tax withholding); trading subject to insider windows . |
| Deferred Equity Exposure (NQDC) | Aggregate NQDC balance $47,894,309; includes deferred ONEOK and ONE Gas share equivalents with dividends accruing; distributions at retirement/termination (rabbi trust funded) . |
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment Agreement | No individual employment agreement; covered by company plans . |
| Severance (non‑CIC) | If involuntary without cause: prorated RSUs; PSUs forfeited . |
| CIC Plan (double trigger) | Requires CIC plus qualifying termination (without cause or for good reason); cash severance up to 3× (CEO) or 2× (other NEOs) salary+target STI; COBRA reimburse up to 18 months; accelerate RSUs/PSUs at target; no excise tax gross‑ups (“best after-tax” cutback) . |
| Dinan CIC Illustration (12/31/2024 basis) | Cash severance $1,650,000; STI $325,000; benefits $27,022; RSUs $416,573; PSUs $1,666,373; total $4,084,968 . |
| “Cause” / “Good Reason” definitions | Detailed triggers including demotion, pay target reductions, relocation >35 miles, failure to assume plan; cause includes misconduct, policy violations, non‑compete/confidentiality breaches . |
| Clawbacks | Robust policy plus Dodd‑Frank/NYSE-compliant supplemental clawback with 3‑year lookback for Section 16 officers upon restatements . |
| Perquisites | None for NEOs . |
| Retirement & SERP | Only active SERP participant among NEOs; SERP PV $3,518,745; Qualified Pension PV $1,046,407 (vested after 5 years; benefits based on highest 36 of last 60 months’ pay) . |
| Deferred Compensation | Eligible for NQDC; company matches lost qualified limits; deemed investment options; immediate vesting; distributions per election . |
Compensation Structure Analysis
- Pay Mix: Significant at-risk portion via STI and 80% PSUs/20% RSUs LTI design; no stock options; emphasizes EPS, safety, emissions, and relative TSR .
- Benchmarking & Peer Group: Committee targets median total compensation; uses utility peers (e.g., ATO, LNT, NWE, SR) and maintained the 2025 peer set; BKH replaced SJI in 2024 after acquisition .
- Discipline: 2021 PSUs paid 0% due to TSR outcome; clawbacks exceed minimum legal requirements .
- Say-on-Pay: 96% approval in 2024; Committee continued principles with shareholder support .
Say‑on‑Pay & Shareholder Feedback
| Year | Say‑on‑Pay Approval |
|---|---|
| 2024 | 96% in favor |
Performance & Track Record
- 2024 results: EPS $3.91, net income $223M, operating income $399M; dividend increased to $2.68 annualized; added 23,000 customers; rate base averaged $5.52B (+7% YoY) .
- TSR: Stock closed $69.25 on 12/31/2024; ~106% price increase since 2014 inception (~7% average annual) .
Risk Indicators & Red Flags
- Hedging/Pledging: Banned; no pledging exceptions in 2024 .
- Tax Gross‑Ups: None on CIC; “best after-tax” cutback policy .
- Option Repricing: No options granted or repriced .
- Related Party Transactions: None material beyond regulated-rate utility service; audit/governance controls in place .
- Compensation Risk: Program reviewed for risk; capped awards and diversified measures mitigate excessive risk .
Equity Grant and Outstanding Awards (Detail)
| Category | 2024 Grants (Units/$) | Outstanding at 12/31/2024 (Units/$) |
|---|---|---|
| RSUs | 2,470 units; $150,028 | 6,015 units; $416,573 |
| PSUs | 9,878 target; $670,025 | 18,469 projected; $1,279,007 (TSR‑based estimate) |
External Governance Context
- Compensation Committee independence; consultant Meridian engaged; risk oversight integrated with ESG and ERM; anti-hedging/anti-pledging policies codified .
Work History & Career Trajectory
- Audit → Corporate Finance → Commercial/Operations trajectory with increasing scope culminating in COO promotion; board and MLP experience provides capital markets and strategic governance exposure .
Investment Implications
- Alignment: Large personal equity exposure via beneficial holdings and substantial deferred share equivalents in NQDC (rabbi trust) supports long-term alignment; distributions likely at retirement/termination could be a future supply overhang event .
- Execution Signals: STI metrics heavily weighted to EPS with safety and emissions; 2024 over-target payout (company modifier 120.8%, individual 115%) indicates operational outperformance and strategic delivery; watch February vesting calendar for annual RSU/PSU settlements and potential tax-withholding flows .
- Governance Comfort: No hedging/pledging, no option repricing, no gross-ups, strong clawbacks and high say‑on‑pay vote reduce governance risk premiums .
- Relative TSR Risk: Prior PSU cycle (2021 grant) paid 0%—underscores TSR sensitivity; if TSR underperforms peer group, future PSU payouts may compress, reducing selling pressure but signaling market-relative performance risk .