Deborah A. P. Hersman
ONE GasAbout Deborah A. P. Hersman
Deborah A. P. Hersman (age 54) is an independent director of ONE Gas, Inc. since 2023, serving on the Audit, Executive Compensation, and Corporate Governance Committees . She is the former Chair of the National Transportation Safety Board (NTSB) and has deep safety, regulatory, and operations credentials; education includes a B.A. in Political Science and International Studies (Virginia Tech) and an M.S. in Conflict Analysis and Resolution (George Mason University) . Her Board tenure at ONE Gas is two years as of 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Transportation Safety Board | Board Member; Chair | 2004–2014; Chair 2009–2014 | Led investigations across all transportation modes (incl. pipelines); Senate-confirmed four times |
| National Safety Council | President & CEO | 2014–2019 | Led nonprofit safety advocacy; operations and safety leadership |
| Waymo LLC | Chief Safety Officer | Jan 2019–Dec 2020 | Technology/security and safety governance |
| U.S. Senate Commerce, Science and Transportation Committee | Professional Staff | Not disclosed | Crafted Pipeline Safety Improvement Act of 2002; trucking/bus safety legislation |
External Roles
| Company | Role | Tenure | Committees/Notes |
|---|---|---|---|
| NiSource Inc. (public) | Director | 2019–present | Public company directorship (regulated utility); committees not disclosed in OGS proxy |
| Velodyne (now Ouster) (public) | Director | 2021 | Prior public company board |
Board Governance
- Independence: The Board affirmatively determined Hersman is independent under NYSE rules and company guidelines .
- Committee memberships: Audit (member), Executive Compensation (member), Corporate Governance (member); not a committee chair .
- Attendance: The Board held 10 meetings in 2024 (six in-person, three telephonic, one special); all incumbent directors attended all Board and applicable committee meetings (100% attendance) .
- Executive sessions: Regularly scheduled executive sessions of non-management and independent directors at each in-person Board meeting .
- Lead Independent Director: Eduardo A. Rodriguez serves as Lead Independent Director and Corporate Governance Committee Chair (context for Board oversight structure) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $95,000 | Standard non-management director cash retainer |
| Committee chair fees | $0 | Not a chair; chair retainers are $20,000 (Audit), $15,000 (Exec Comp), $15,000 (Governance) |
| Board Chair retainer | $0 | Only for Chairman ($100,000) |
| Lead Independent Director retainer | $0 | Only for Lead Independent Director ($25,000) |
| Meeting fees | $0 | No per-meeting fees paid |
Director compensation paid in 2024 for Hersman:
| Category | Amount |
|---|---|
| Fees Earned or Paid in Cash | $95,000 |
| Stock Awards (grant-date fair value) | $130,000 |
| Nonqualified Deferred Compensation Earnings | $0 |
| All Other Compensation | $0 |
| Total | $225,000 |
Stock retainer detail:
| Shares Awarded in 2024 | Grant-Date Fair Value |
|---|---|
| 2,055 | $130,000 |
Ownership guidelines: Directors must own at least 5× annual cash retainer within five years; Hersman is within the compliance window (deadline 2028) and not yet satisfied the guideline as of the proxy .
Performance Compensation
The company’s executive pay program uses defined performance metrics overseen by the Executive Compensation Committee (on which Hersman serves). 2024 STI metrics and outcomes (company-level) were:
| Performance Measure | Weight | Threshold | Target | Maximum | 2024 Actual | % Payout Contribution |
|---|---|---|---|---|---|---|
| EPS (Diluted) | 70% | $3.53 | $3.85 | $4.17 | $3.91 | 76.56% |
| Emissions Reduction (mtCO2e) | 7.5% | 1,988 | 2,097 | 2,324 | 2,280 | 10.52% |
| DART | 7.5% | 0.52 | 0.40 | 0.28 | 0.15 | 11.25% |
| PVIR | 7.5% | 2.05 | 1.80 | 1.70 | 1.56 | 11.25% |
| ERT | 7.5% | 62.75% | 63.25% | 64.50% | 65.64% | 11.25% |
| Company Performance Modifier | — | — | — | — | — | 120.8% |
Note: These metrics apply to NEO STI payouts; they indicate Compensation Committee’s pay-for-performance design that Hersman helps oversee .
Other Directorships & Interlocks
| Entity | Nature | Potential Interlock/Conflict Consideration |
|---|---|---|
| NiSource Inc. | Public utility board | Industry adjacency (regulated gas/electric utility); governance guidelines limit outside boards; no related-party transactions disclosed at OGS . |
| Velodyne/Ouster | Prior public board | No disclosed OGS transactions or conflicts . |
Board commitment policy: Non-management directors may serve on no more than three other public boards (in addition to OGS); reviewed by Corporate Governance Committee .
Expertise & Qualifications
- Safety and operations: Former NTSB Chair; NSC CEO; pipeline safety experience; appointed by Presidents Bush and Obama; Senate-confirmed four times .
- Regulatory/legal/public advocacy: U.S. Senate Commerce Committee staff, legislation on pipeline and road transport safety .
- Governance and risk oversight: Experience across compliance, corporate governance, risk, strategic planning, and technology/security .
Equity Ownership
| Holder | Common Shares Beneficially Owned | Phantom Stock Units | Total Common + Phantom | % of Class |
|---|---|---|---|---|
| Deborah A. P. Hersman | 0 | 3,719 | 3,719 | <1% |
Deferred compensation elections (2024):
| Board Fees Deferred to Phantom Stock in 2024 | Dividends Earned & Reinvested (2024) | Total Board Fees Deferred to Phantom Stock at 12/31/2024 | Total Phantom Shares at 12/31/2024 |
|---|---|---|---|
| $130,000 | $6,917 | $247,500 | 3,719 |
Anti-hedging/anti-pledging: Insiders (incl. directors) are prohibited from hedging and pledging; no exceptions granted to insiders in 2024 . No related-person transactions beyond receipt of regulated natural gas service; Board deemed immaterial and ordinary course .
Governance Assessment
- Strengths: Independent status; full attendance; broad safety/regulatory pedigree relevant to OGS’s pipeline and distribution operations; active participation on Audit, Executive Compensation, and Corporate Governance committees . The Compensation Committee uses structured metrics across EPS, safety, and emissions—strong alignment to operational outcomes .
- Alignment: Director stock retainer and phantom stock deferrals provide equity exposure; she is progressing toward meeting the 5× retainer ownership guideline by 2028 (in window) .
- Potential watch items: External public board at NiSource (regulated utility) creates industry interlock—monitor for any transactions or overlapping competitive considerations; OGS discloses no related-party transactions beyond regulated-rate gas service . Current beneficial ownership of OGS common shares is zero, with equity exposure via phantom stock—watch for trajectory toward guideline compliance by deadline .
- Policies/controls: Robust anti-hedging/anti-pledging policy; regular executive sessions; defined committee charters and independence; strong say-on-pay support (96% in 2024) indicating investor confidence in pay governance .