Mark A. Bender
ONE GasAbout Mark A. Bender
Mark A. Bender, age 60, is Senior Vice President, Administration and Chief Information Officer at ONE Gas, serving in this role since 2015, with 10+ years in position as of January 1, 2025 . Company performance under the current leadership framework includes 2024 EPS of $3.91, net income of $223 million, and operating income of $399 million, while the stock price increased ~106% since ONE Gas’ inception in 2014, evidencing long-term TSR creation . The pay program ties STI to EPS (70%) plus safety and emissions metrics, and LTI to three-year relative TSR PSUs; notably 2021 PSUs paid out at 0% (relative TSR ranked 12th), reinforcing pay-for-performance alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ONE Gas, Inc. | Senior Vice President, Administration & Chief Information Officer | 2015–present | Executive leadership over administration and information systems (detail not further disclosed) |
External Roles
- None disclosed in company filings for public company directorships or external positions specific to Bender .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $325,000 | $330,000 | $330,000 |
| STI Target (% of Salary) | 55% | 55% | 55% |
| Actual STI Paid ($) | $163,000 | $210,000 | $237,000 |
| Stock Awards (Grant-Date Fair Value, $) | $388,644 | $401,171 | $355,372 |
Performance Compensation
2024 Short-Term Incentive (STI) Outcomes
| Metric | Weight | Target | 2024 Actual | Payout % (of target) |
|---|---|---|---|---|
| EPS | 70% | $3.85 | $3.91 | 76.56% |
| Emissions Reduction (mtCO2e) | 7.5% | 2,097 | 2,280 | 10.52% |
| DART | 7.5% | 0.40 | 0.15 | 11.25% |
| PVIR | 7.5% | 1.80 | 1.56 | 11.25% |
| ERT (% ≤30 minutes) | 7.5% | 63.25% | 65.64% | 11.25% |
| Company Performance Modifier | — | — | 120.8% | 120.8% |
| Bender Individual Modifier | — | — | — | 108.0% |
| Bender STI Award ($) | — | — | — | $237,000 |
STI formula: Base Salary × STI Target × Company Performance Modifier × Individual Performance Modifier; for Bender: $330,000 × 55% × 120.8% × 108.0% = $237,000 .
2024 Long-Term Incentive (LTI) Grants and Design
| Grant Type | Grant Date | Units/Value | Vesting | Performance Basis |
|---|---|---|---|---|
| RSUs | 2/19/2024 | 1,070 units; $64,992 | Cliff vest after 3 years; dividends accrue | Time-based (retention) |
| PSUs | 2/19/2024 | Target 4,281; Threshold 2,141; Max 8,562; $290,380 | Cliff vest after 3 years; dividends accrue | 3-year relative TSR vs peer group; 0–200% payout |
Relative TSR payout schedule: 25th percentile = 50%; 50th = 100%; 75th = 150%; 90th+ = 200%; below 25th = 0% .
2021 PSU vesting result (for context): relative TSR ranked 12th; payout 0% of target for Bender (3,577 target, 0 earned) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 27,004 shares as of March 1, 2025; <1% of class |
| Unvested RSUs (12/31/2024) | 2,910 units; market value $201,485 |
| Unvested PSUs (12/31/2024) | 8,654 units; market/payout value $599,268 (based on period-end TSR estimates) |
| Upcoming RSU Vesting | 940 on 2/15/2025; 857 on 2/14/2026; 1,113 on 2/13/2027 |
| Upcoming PSU Vesting (Projected counts at then-current TSR) | 1,878 on 2/15/2025; 2,057 on 2/14/2026; 4,719 on 2/13/2027 |
| Options | Company does not award stock options; none outstanding |
| Hedging/Pledging | Hedging prohibited; pledging prohibited with limited case-by-case exceptions; no exceptions granted in 2024 |
| Ownership Guidelines | CIO guideline = 2× base salary; counts open market, trust, unvested RSUs, qualified plan shares; PSUs excluded until earned |
| Compliance Status | As of 12/31/2024, all NEOs met guidelines except CEO and CFO; thus Bender met his guideline |
Employment Terms
| Provision | Terms (Company-wide) | Bender-Specific Economics (Assuming 12/31/2024 termination) |
|---|---|---|
| Employment Agreement | None; plan-based severance/CIC only | — |
| CIC Trigger | Double-trigger: CIC + qualifying termination (without cause or for good reason) | — |
| CIC Cash Severance | CEO up to 3×; other NEOs up to 2× salary + target STI | $1,023,000 cash; $181,500 prorated STI; $34,581 COBRA reimbursement |
| Equity on CIC Qualifying Termination | RSUs and PSUs vest at target; 100% vesting | RSUs $201,485; PSUs $805,786 |
| Termination Without Cause (non-CIC) | Prorated RSUs vest; PSUs forfeited | RSUs $119,135; PSUs $0 |
| Retirement/Death/Disability | Prorated RSUs; PSUs prorated at end of performance period if threshold met; STI prorated at plan completion; life/disability benefits per plan | RSUs $119,135; PSUs $300,647; STI $181,500 |
| Tax Gross-Up | None; “best after-tax” cutback approach to avoid excise taxes | — |
| Non-Compete/Non-Solicit | Not detailed in proxy; good reason includes demotion, pay reductions, relocation >35 miles, failure to assume plan | — |
| Perquisites | None for NEOs | — |
| Pension/SERP | Not a participant in Qualified Pension Plan or SERP | — |
| Deferred Compensation | 2024 deferrals: $16,500 employee; $20,170 match; $655,802 aggregate year-end balance | As stated |
Compensation Structure Analysis
- Pay mix emphasizes at-risk incentives: STI tied to EPS (70%) plus safety and emissions goals; LTI 80% PSUs, 20% RSUs, with relative TSR as the performance measure .
- Year-over-year shifts: Bender’s 2024 salary flat vs 2023; STI target unchanged; LTI grant-date value decreased vs 2023, indicating disciplined equity allocation amidst performance variability .
- Discretion and safeguards: capped awards (STI max 200% with individual modifier up to 133%); robust clawbacks beyond SEC rules; no stock options or repricing .
Compensation Peer Group (Benchmarking, 2024)
- Committee targets median total compensation; peer group includes Alliant Energy, Atmos, Avista, Black Hills, IDACORP, New Jersey Resources, Northwest Natural, NorthWestern Energy Group, Pinnacle West, Portland General Electric, Southwest Gas, Spire .
- Benchmarking percentiles assessed at 25th/50th/75th for salary, STI, LTI, total compensation .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval: 96% in favor, Committee continued principles and design based on shareholder support .
- Frequency: annual advisory vote; board recommends FOR .
Performance & Track Record
- Safety and environmental execution: Above-target outcomes in DART, PVIR, ERT and ER in 2024 .
- Financial delivery: Operating income grew to $399 million in 2024; net income $223 million; consistent guidance midpoint meets/exceeds since 2014 .
- LTI alignment: 2021 PSUs settled at 0% based on relative TSR performance, demonstrating downside risk for underperformance .
Equity Ownership & Alignment Details
| Ownership Aspect | Disclosure |
|---|---|
| Total shares owned | 27,004 |
| Ownership as % | Less than 1% (company disclosure) |
| Shares pledged | Pledging prohibited; no exceptions granted in 2024 |
| Guideline multiple | 2× base salary for CIO; met as of 12/31/2024 |
Related Party Transactions & Governance
- Related party transactions: None beyond regulated-rate natural gas services to certain insiders; procedures in place via Audit Committee .
- Anti-hedging & anti-pledging policies: Strict prohibitions; case-by-case pledge exceptions allowed (none in 2024) .
- Clawbacks: Supplemental Dodd-Frank compliant policy with three-year lookback and recovery irrespective of misconduct; broader company clawbacks for fraud/negligence/intentional misconduct contributing to restatements .
Investment Implications
- Alignment: Bender’s compensation is tightly linked to EPS, safety, emissions, and multi-year relative TSR; the 0% PSU payout in 2021 underscores real downside for underperformance, reducing agency risk .
- Retention and selling pressure: RSU/PSU cliff vesting dates (Feb 2025/2026/2027) and dividend accruals may create periodic liquidity events; monitor trading windows around these dates for potential insider sales tied to tax withholding or diversification .
- CIC economics: Double-trigger requirement and 2× cash multiple reduce opportunistic change-of-control incentives; absence of excise gross-ups is shareholder-friendly .
- Ownership discipline: Met ownership guidelines, no options, anti-hedging/pledging, and robust clawbacks indicate strong alignment and governance safeguards .
- Program support: 96% say-on-pay approval suggests low pay-related controversy; continued reliance on median benchmarking with a stable peer set implies controlled pay inflation risk .