Eduardo A. Rodriguez
ONE GasAbout Eduardo A. Rodriguez
Eduardo A. Rodriguez (age 69) is Lead Independent Director at ONE Gas and chair of the Corporate Governance Committee; he has served on the Board since 2014 and is independent under NYSE standards and the company’s guidelines . He is President of Strategic Communication Consulting Group (since 2005), a licensed attorney (TX, NM), and previously held senior executive roles at El Paso Electric Company (including COO) and Hunt Building Corporation, bringing extensive legal, operations, and energy-utility expertise . As Lead Independent Director, he presides over executive sessions of independent directors and approves Board materials, agendas, and meeting schedules, supporting strong independent oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Strategic Communication Consulting Group | President | 2005–present | Legal and strategic advisory experience; entrepreneurship across industries |
| Hunt Building Corporation | Executive Vice President | 2001–2005 | Senior executive leadership in construction/real estate; operations oversight |
| El Paso Electric Company | General Counsel; SVP Customer & Corporate Services; EVP & COO | 1986–2001 | Legal, regulatory and operations leadership; customer service and corporate services |
External Roles
| Company | Role | Tenure | Committees/Positions |
|---|---|---|---|
| ONEOK, Inc. | Director | 2004–present | Chair, ONEOK Executive Compensation Committee |
Board Governance
- Committee assignments: Audit (member), Executive Compensation (member), Corporate Governance (chair), Board Lead Independent Director .
- Independence: Affirmatively determined independent under NYSE rules and company guidelines .
- Attendance and engagement: In 2024, the Board held 9 regular and 1 special meeting; all incumbent directors attended all Board and committee meetings on which they served (100% attendance) .
- Lead Independent Director responsibilities: Presides at executive sessions of independent directors; approves information, agendas and meeting schedules; liaises between Chair and independent directors; available for shareholder consultations if requested .
- Financial expertise: Designated Audit Committee financial expert (among five of seven members), and financially literate .
- Executive sessions: Non-management directors and independent directors met in executive session at each regularly scheduled in-person Board meeting .
- Shareholder engagement oversight: Corporate Governance Committee coordinates oversight of shareholder engagement; reviews directorships annually .
Fixed Compensation
| Component | Amount | Timing/Notes |
|---|---|---|
| Annual cash retainer | $95,000 | Applies May 23, 2024–May 21, 2025 |
| Committee chair retainer (Corporate Governance) | $15,000 | Applies to Rodriguez as chair |
| Lead Independent Director retainer | $25,000 | Applies to Rodriguez |
| Meeting fees | None | No per-meeting fees for non-management directors |
| 2024 Cash fees earned | $135,000 | Reflects cash retainer + chair + LID |
Performance Compensation
| Instrument | Grant detail | Vesting | Performance metrics tied |
|---|---|---|---|
| Annual stock retainer (shares) | 2,055 shares; grant date value $130,000 (2024) | Shares issued free of restrictions on grant date; no unvested stock awards at FY-end | None; director equity is not performance-based |
| Options/PSUs | None disclosed | — | — |
The Committee’s philosophy targets director pay at or below market median; components include annual cash retainer, chair/LID retainers, and annual stock retainer; Meridian advises on director compensation; no per-meeting fees .
Other Directorships & Interlocks
| Relationship | Detail | Governance/Conflict Consideration |
|---|---|---|
| ONEOK board service | Director since 2004; Chair of ONEOK Executive Compensation Committee | Historical linkage to ONE Gas via 2014 separation, but company discloses no related-person transactions beyond regulated-rate gas service; Corporate Governance Committee reviews independence annually . |
Expertise & Qualifications
- Energy/utility operations, customer service, and capital management/execution from El Paso Electric senior roles and long service on ONEOK board .
- Legal/regulatory expertise from 40+ years practicing law; licensed in TX and NM; admitted to U.S. District Court for W.D. Texas .
- Corporate governance, compliance, finance/accounting, human capital, and risk oversight experience; strategic leadership background .
- Audit Committee financial expertise designation at ONE Gas .
Equity Ownership
| Metric | Value |
|---|---|
| Common shares beneficially owned | 12,784 |
| Phantom stock (non-employee director deferred comp) | 4,182 shares |
| Total shares + phantom | 16,966 (phantom is not voting stock) |
| Percent of class | Less than 1% |
| 401(k) holdings | None |
| Ownership guidelines | Minimum 5× annual cash retainer within five years; Rodriguez has satisfied guidelines |
| Hedging/pledging | Hedging prohibited; pledging prohibited with limited case-by-case exceptions—none granted in 2024 |
| Shares pledged | None disclosed; company policy prohibits pledging (no exceptions granted in 2024) |
Deferred Compensation Detail (2024)
- Board fees deferred to phantom stock: $32,500; dividends earned and reinvested: $8,081; total phantom stock value at 12/31/2024: $226,750; total phantom shares held: 4,182; includes 788 phantom shares from ONEOK separation .
Recent Insider Filings
- Form 4 filed May 28, 2025, reporting an earliest transaction date of May 23, 2025 (consistent with annual director stock retainer grant timing) .
- Historical Form 4 filings include grants and sales in prior years; e.g., OGS Form 4 (2023) appears in EDGAR index .
Governance Assessment
- Board effectiveness: Rodriguez’s dual role as Lead Independent Director and Corporate Governance chair, combined with Audit Committee financial expert status, supports robust oversight of management, risk, and governance processes, with 100% meeting attendance in 2024 indicating strong engagement .
- Independence and conflicts: He is affirmatively independent; company discloses no related-person transactions beyond regulated-rate gas service. His ONEOK compensation committee chair role is notable but not an interlock involving OGS executives; continued monitoring is prudent given historical affiliation, though current disclosures show no conflicts .
- Compensation alignment: Director pay structure balances cash and equity, avoids meeting fees, and keeps pay near/below market median; ownership guidelines enforce meaningful skin-in-the-game and hedging/pledging prohibitions reinforce alignment. Rodriguez meets ownership guidelines and holds direct and phantom equity exposure .
- Shareholder confidence signals: The Board reports regular executive sessions of non-management and independent directors; the Corporate Governance Committee oversees shareholder engagement, and say-on-pay support was 96% in 2024, indicating broad investor approval of compensation governance .
RED FLAGS to monitor
- Cross-board commitments: ONEOK compensation chairmanship alongside ONE Gas board roles—monitor for any evolving related-party dealings; current proxy states none beyond regulated-rate service .
- Pledging/hedging: Policy prohibits; ensure continued adherence (no exceptions granted in 2024) .