Joseph L. McCormick
ONE GasAbout Joseph L. McCormick
Senior Vice President, General Counsel and Assistant Corporate Secretary at ONE Gas since the 2014 separation from ONEOK; previously Associate General Counsel for ONEOK’s distribution segment and Managing Attorney at Oklahoma Natural Gas after 15 years in the Oklahoma Attorney General’s office (Assistant AG since 1991). Education: BA in Public Administration (1984, University of Central Oklahoma) and JD (1987, University of Oklahoma). ONE Gas’ performance context under his tenure includes: 2024 net income $223 million, diluted EPS $3.91, operating income $399 million, and stock price up ~106% since 2014 inception, with consistent guidance execution . Announced retirement effective October 1, 2025; Regina L. Gregory elected successor GC, joining July 16, 2025 as senior advisor during transition . Biography details and tenure at ONE Gas/ONEOK are supported by executive bio sources .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ONE Gas, Inc. | SVP, General Counsel & Assistant Corporate Secretary | 2014–2025 | Built legal framework post-separation; governance, compliance leadership |
| ONEOK Inc. (Distribution Companies) | Associate General Counsel | 2008–2014 | Led legal matters for OK Natural Gas, Kansas Gas Service, Texas Gas Service |
| Oklahoma Natural Gas | Managing Attorney | 2003–2008 | Managed utility legal operations pre-ONE Gas spin |
| Oklahoma Attorney General’s Office | Assistant Attorney General | 1991–2003 | Public-sector legal leadership; policy enforcement |
| Oklahoma Insurance Department | Assistant General Counsel | Various | Regulatory counsel experience |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Oklahoma Individual Self-Insured Guaranty Fund | Board Member | n/d | Oversight of self-insured program governance |
| Urban League of Greater Oklahoma City | Board Member | n/d | Community and inclusion advocacy |
| Lyric Theatre | Board Member | n/d | Arts and community engagement |
| Oklahoma Huntington Disease Society | Board Member | n/d | Health non-profit governance |
Fixed Compensation
Multi-year compensation (Summary Compensation Table):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $400,000 | $430,000 | $430,000 |
| Stock Awards ($) | $568,029 | $617,204 | $639,615 |
| Non-Equity Incentive (STI) ($) | $239,000 | $311,500 | $371,500 |
| Change in Pension Value ($) | $0 | $114,491 | $48,837 |
| All Other Compensation ($) | $59,292 | $61,285 | $68,314 |
| Total ($) | $1,266,321 | $1,534,480 | $1,558,266 |
STI target opportunities (2024):
| Executive | STI Target (% of Base) |
|---|---|
| Joseph L. McCormick | 65% |
Performance Compensation
Short-Term Incentive (STI) framework and 2024 results:
| Metric | Weight | Threshold | Target | Max | 2024 Actual | Payout % |
|---|---|---|---|---|---|---|
| Diluted EPS | 70% | $3.53 | $3.85 | $4.17 | $3.91 | 76.56% |
| Emissions Reduction (mtCO2e) | 7.5% | 1,988 | 2,097 | 2,324 | 2,280 | 10.52% |
| DART | 7.5% | 0.52 | 0.40 | 0.28 | 0.15 | 11.25% |
| PVIR | 7.5% | 2.05 | 1.80 | 1.70 | 1.56 | 11.25% |
| ERT (≤30 min) | 7.5% | 62.75% | 63.25% | 64.50% | 65.64% | 11.25% |
| Company Performance Modifier | — | — | — | — | — | 120.8% |
Joseph L. McCormick – STI Award Calculation (2024):
| Base Salary Earned (2024) | STI Target | Company Modifier | Individual Modifier | STI Award ($) |
|---|---|---|---|---|
| $430,000 | 65% | 120.8% | 110.0% | $371,500 |
Long-Term Incentives (LTI) – 2024 Grants:
| Instrument | Grant Value ($) | Design |
|---|---|---|
| PSUs | $468,000 | Relative TSR vs utility peer group; 3-year cliff; 0–200% payout; dividend equivalents |
| RSUs | $117,000 | 3-year cliff vest; dividend equivalents; retention-focused |
| Total 2024 Equity Grant | $585,000 | Mix 80% PSUs / 20% RSUs |
PSU peer group and payout curve:
- Peer group names for 2024 PSUs (e.g., Alliant, Atmos, Avista, Black Hills, CenterPoint, CMS, NJ Resources, NiSource, NW Natural, NorthWestern, Southwest Gas, Spire) .
- Payout: 50th percentile TSR = 100%; 75th = 150%; 90th+ = 200%; <25th = 0% .
Vesting outcome for 2021 PSUs (vested Feb 2024): payout 0% across NEOs (including McCormick), aligning pay with lower relative TSR .
Equity Ownership & Alignment
Ownership and outstanding awards:
| Item | Detail |
|---|---|
| Beneficial Ownership (common shares) | 75,867 (less than 1% of class) |
| 401(k) Plan Shares | 3,570 |
| Anti-Hedging/Pledging Policy | Hedging prohibited; pledging prohibited with limited case-by-case exceptions; no pledging exceptions granted in 2024 |
| Stock Ownership Guidelines (GC role) | 3× base salary multiple; executives must hold net-after-tax shares until guideline met |
| Compliance with Ownership Guidelines | McCormick met his guideline as of Dec 31, 2024 |
Outstanding equity and vesting schedules (as of Dec 31, 2024):
| Award Type | Unvested Units | Market Value ($) |
|---|---|---|
| RSUs | 4,694 | $325,042 |
| PSUs (projected, based on TSR at 12/31/24) | 14,403 | $997,396 |
RSU vesting schedule:
| Units | Vest Date |
|---|---|
| 1,372 | Feb 15, 2025 |
| 1,319 | Feb 14, 2026 |
| 2,003 | Feb 13, 2027 |
PSU projected vesting schedule (based on TSR projections at 12/31/24; actual outcomes may vary):
| Units | Vest Date |
|---|---|
| 2,745 | Feb 15, 2025 |
| 3,164 | Feb 14, 2026 |
| 8,493 | Feb 13, 2027 |
Other alignment features:
- No stock options granted or outstanding; timing of equity awards not coordinated with MNPI .
- Robust clawback policies (Dodd-Frank compliant supplemental policy effective Nov 2023; 3-year lookback on erroneously awarded incentive comp) .
Employment Terms
- No individual employment agreement; rights governed by company plans (e.g., Change in Control plan) .
- Change-in-Control (CIC) plan: double-trigger (CIC plus qualifying termination) required; severance multiple up to 3× salary+target STI (CEO at 3×, other NEOs at 2×); accelerated vesting of unvested RSUs/PSUs at target; COBRA reimbursements up to 18 months; “best after-tax” approach, no excise tax gross-ups .
Potential payments for McCormick (as of Dec 31, 2024):
| Scenario | Cash Severance ($) | STI ($) | Health & Welfare ($) | RSUs ($) | PSUs ($) | Total ($) |
|---|---|---|---|---|---|---|
| Death/Disability/Retirement | $0 | $279,500 | $0 | $184,079 | $476,848 | $940,427 |
| Termination Without Cause (non-CIC) | $0 | $0 | $0 | $184,079 | $0 | $184,079 |
| Qualifying Termination post-CIC | $1,419,000 | $279,500 | $0 | $325,042 | $1,300,319 | $3,323,861 |
Retirement & deferred compensation:
- Qualified Pension Plan participant; Present Value of Accumulated Benefit: $1,325,016; 22.00 credited years (no SERP participation) .
- Nonqualified Deferred Compensation Plan: executive contributions $185,375; company contributions $41,315; aggregate earnings $595,465; year-end balance $3,914,592 (2024) .
- Company provides standard employee benefits; executives receive no perquisites .
- Clawbacks apply to STI and LTI awards, beyond legal minimums .
Compensation Structure vs Performance
- Pay mix emphasizes at-risk compensation: 65% STI target (with company and individual modifiers) and majority of LTI in PSUs linked to relative TSR .
- 2021 PSU cycle paid 0% based on relative TSR ranking, evidencing pay-for-performance discipline .
- 2024 STI included financial EPS (70%), safety (DART, PVIR, ERT) and environmental Emissions Reduction metrics; company modifier certified at 120.8% .
- Independent consultant (Meridian) advises peer benchmarking and program design; 2024 say-on-pay approval 96% .
Compensation benchmarking peer group (program/PSUs): utilities including Alliant, Atmos, Avista, Black Hills, CenterPoint, CMS, NJ Resources, NiSource, NW Natural, NorthWestern, Portland General Electric, PNM Resources, Southwest Gas, Spire (South Jersey Industries replaced by Black Hills in 2024 benchmarking) .
Performance & Track Record (Context)
- ONE Gas met or exceeded guidance midpoint every year since 2014; stock price $69.25 at 12/31/24, up ~106% since 2/3/2014 (avg ~7% annual increase); 2024 dividend $2.64/share (raised to $2.68 annualized in Jan 2025) .
- Safety leadership with first-quartile DART/PVIR; AGA Safety Achievement Award for 7th consecutive year; continued emissions reduction initiatives (109% of 2024 ER goal) .
- Retirement transition announced July 1, 2025 (effective Oct 1, 2025), reducing near-term retention risk via planned succession (Regina L. Gregory) .
Equity Ownership & Alignment – Additional Detail
| Topic | Company Policy / Status |
|---|---|
| Anti-hedging & anti-pledging | Prohibited; no 2024 pledging exceptions to insiders |
| Ownership guidelines | Salary multiples by role; GC is 3×; hold net shares until guideline met; McCormick compliant |
| Form of LTI | ~80% PSUs (TSR-based) and ~20% RSUs; overlapping cycles |
| Option awards | None; no stock options outstanding; no coordination with MNPI |
Governance & Shareholder Feedback
- Clawback policies exceed minimum legal requirements (Supplemental Clawback, Dodd-Frank/NYSE compliant) .
- 2024 Say-on-Pay approval 96% .
- No related-person transactions beyond regulated-rate gas service; no loans or unusual arrangements disclosed .
Investment Implications
- Strong alignment: significant equity-based pay with TSR-linked PSUs; ownership guideline met; anti-hedging/pledging policy reduces misalignment risk .
- Vesting and potential selling pressure: scheduled RSU/PSU deliveries across Feb 2025/2026/2027 indicate periodic share distributions; however, guidelines require holding until compliance, mitigating forced sales .
- Retention/transition: planned October 2025 retirement with successor appointed lowers abrupt departure risk; CIC terms are shareholder-friendly (double-trigger, no gross-ups) limiting perverse incentives .
- Pay-for-performance discipline: 0% payout on 2021 PSUs and diversified, capped STI metrics suggest prudent incentive design supportive of long-term value and risk control .