John W. Gibson
ONE GasAbout John W. Gibson
John W. Gibson is the non-executive Chairman of the Board at ONE Gas (OGS), age 72, serving as a director since 2014. He is a former Chairman and CEO of ONEOK and ONEOK Partners, with 46+ years of energy industry operating and leadership experience; he holds a B.S. in Engineering from Missouri University of Science & Technology . The Board classifies him as not independent due to proxy advisor guidelines for former CEOs (though noting he otherwise meets NYSE and company independence standards); he holds no committee assignments at OGS .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| ONEOK | Chairman of the Board | 2011–2022 | Led board through strategic/human capital and capital allocation cycles . |
| ONEOK | Chief Executive Officer | 2007–2014 | Oversaw separation that created OGS; deep utility operations context . |
| ONEOK | President | 2010–2011 | Executive leadership and strategy . |
| ONEOK – Energy | President | 2000–2007 | Oversight of energy operations . |
| ONEOK Partners GP, L.L.C. | Chairman of the Board | 2007–2017 | Governance and capital execution oversight . |
| ONEOK Partners GP, L.L.C. | Chief Executive Officer | 2007–2014 | Led MLP general partner . |
| Koch Energy, Inc. | Executive Vice President | 1995–2000 | Trading/operations leadership . |
| Phillips Petroleum | Various | 1977–1994 | International/domestic operations . |
| Exxon Company, USA | Early career | 1974–1977 | Engineering/operations . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company boards (current) | None | — | No current public directorships disclosed . |
| ONEOK | Director | 2007–2022 | Longstanding energy board experience . |
| ONEOK Partners GP, L.L.C. | Director | 2007–2017 | GP governance . |
| Matrix Service Company | Director | 2016–2020 | EPC/industrial services oversight . |
| BOK Financial Corp | Director | 2008–2018 | Financial services oversight . |
Interlocks and network considerations:
- Two current OGS directors concurrently serve on the ONEOK board: Pattye L. Moore (since 2002) and Eduardo A. Rodriguez (since 2004), creating information-flow networks across overlapping stakeholder ecosystems in midstream/utility value chains .
Board Governance
- Role and committees: Gibson is non-executive Chairman of the Board and serves on no standing committees (Audit, Executive Compensation, Corporate Governance) .
- Independence: Designated not independent because he is the former CEO; board notes he otherwise meets NYSE/company independence standards .
- Lead Independent Director: Eduardo A. Rodriguez; he chairs the Corporate Governance Committee .
- Board leadership: Board believes Gibson’s continuity, sector expertise, and facilitation between board and management warrant his continued service as non-executive chair; independent oversight is maintained through committee structure and executive sessions .
- Attendance: In 2024 the Board held 10 meetings (nine regular, one special); all incumbent directors attended 100% of their Board and committee meetings. Committee meetings in 2024: Audit 6; Executive Compensation 4; Corporate Governance 5 .
- Executive sessions: Non-management executive sessions at each in-person meeting (chaired by the Chairman); independent director executive sessions at each in-person meeting (chaired by the Lead Independent Director) .
- Anti-hedging/anti-pledging: Directors are prohibited from hedging and pledging OGS stock; no pledging exceptions granted to insiders in 2024 .
Fixed Compensation
Program design (non-management directors; unchanged 2023–2025):
- Annual cash retainer: $95,000
- Annual stock retainer: $130,000 (issued as fully vested shares at grant)
- Committee chair retainers: Audit $20,000; Executive Compensation $15,000; Corporate Governance $15,000
- Board Chair retainer: $100,000 (additional)
- Lead Independent Director retainer: $25,000
- No per-meeting fees; out-of-pocket expenses reimbursed .
Director-specific 2024 compensation for John W. Gibson:
| Component | Amount |
|---|---|
| Fees earned/paid in cash | $195,000 |
| Stock awards | $130,000 |
| Nonqualified deferred comp (above-market earnings) | $3,277 |
| All other compensation (charitable matching, etc.) | $35,000 |
| Total | $363,277 |
Deferrals and balances:
- 2024 deferrals: $130,000 of stock/phantom stock; $195,000 to cash .
- Phantom stock dividends earned and reinvested in 2024: $56,127 .
- Cumulative as of 12/31/2024: Phantom stock $1,218,639 (22,805 phantom shares); Cash deferrals $2,492,237; cash deferrals accrue at Moody’s AAA +100 bps (5.75% on Jan 2, 2024) .
Ownership guidelines:
- Minimum: 5x annual cash retainer within five years; all non-management directors met the guideline except newer directors (Hersman, Meshri, Siegel), implying Gibson is compliant .
Performance Compensation
- Director equity: The $130,000 annual stock retainer is issued as fully vested shares on grant; there are no director performance-contingent equity awards .
Performance metrics the Board oversees for executives (context for governance oversight):
| Measure | Weight | Threshold | Target | Max | 2024 Actual | Payout contribution |
|---|---|---|---|---|---|---|
| EPS (GAAP diluted) | 70% | $3.53 | $3.85 | $4.17 | $3.91 | 76.56% of total (within weight) |
| 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 ≤ 30 minutes | 7.5% | 62.75% | 63.25% | 64.50% | 65.64% | 11.25% |
| Company performance modifier | — | — | — | — | — | 120.8% of target for 2024 |
Say-on-Pay (shareholder feedback context): 96% support in 2024 .
Other Directorships & Interlocks
| Company | Status | Role | Notes |
|---|---|---|---|
| — | Current | — | No current public boards . |
| ONEOK | Former | Director (2007–2022) | Energy/midstream board . |
| ONEOK Partners GP | Former | Director (2007–2017) | MLP GP board . |
| Matrix Service Company | Former | Director (2016–2020) | EPC/industrial services . |
| BOK Financial Corp | Former | Director (2008–2018) | Regional bank . |
Board-level interlocks: OGS directors Pattye L. Moore and Eduardo A. Rodriguez concurrently serve on ONEOK’s board, creating cross-firm networks in the regional energy ecosystem .
Expertise & Qualifications
- Strategic leadership and planning; operations; capital management/execution; energy/utility operations; compliance, governance, safety, finance/accounting, HCM, and risk oversight—developed across executive roles at ONEOK/ONEOK Partners, Koch, Phillips, and Exxon .
- Education: B.S., Engineering, Missouri University of Science & Technology .
Equity Ownership
| Holder | Beneficial OGS Shares | Phantom Shares (Directors’ Plan) | Total (Beneficial + Phantom) | % of Class |
|---|---|---|---|---|
| John W. Gibson | 272,694 | 22,805 | 295,499 | <1% |
Additional ownership details:
- No OGS shares held via 401(k) for Gibson (plan table shows “–”) .
- Phantom stock has no voting rights and does not constitute beneficial ownership; dividend equivalents reinvested .
- Anti-pledging policy in force; no exceptions granted to insiders in 2024 .
Governance Assessment
Strengths supporting investor confidence:
- Deep sector and operating expertise; continuity as non-exec chair fosters effective board-management dialogue on regulated utility strategy and risk .
- Independent-led committee structure with financially literate Audit Committee and five “audit committee financial experts”; all committee members independent .
- Robust meeting cadence and 100% attendance by incumbents in 2024; regular executive sessions of non-management and independent directors .
- Shareholder alignment mechanisms: anti-hedging/anti-pledging, director ownership guidelines (Gibson compliant), and high Say-on-Pay support (96%) .
- No related-party transactions other than regulated-rate gas service to directors/officers; none deemed material .
Potential risk indicators / RED FLAGS to monitor:
- Non-independent Chair (former CEO). While the Board cites benefits of continuity and leadership, some investors prefer an independent chair structure; mitigants include a strong Lead Independent Director and regular executive sessions .
- Board network interlocks with ONEOK via two OGS directors; not a related-party transaction, but monitoring is prudent for potential perception risks around information flows and benchmarking influences in overlapping energy ecosystems .
Attendance/engagement:
- All directors, including Gibson, attended all Board and applicable committee meetings in 2024; Board met 10 times (9 regular, 1 special); Audit 6, Executive Compensation 4, Corporate Governance 5 .
Director compensation alignment:
- Balanced cash retainer plus equity retainer ($130,000 fully vested shares), with additional Chair retainer ($100,000) and no meeting fees; program unchanged 2023–2025 and targets market median or below .
- Gibson’s ownership (272,694 shares) and sizable deferred balances (phantom stock and cash) support alignment; phantom stock does not confer votes but tracks economic exposure .
Related-party/conflict controls:
- Formal policy for review/approval of related-person transactions; none identified beyond immaterial regulated gas service; independence determinations are revisited annually .