Michael G. Hutchinson
ONE GasAbout Michael G. Hutchinson
Independent director of ONE Gas since 2014; age 69; retired Deloitte & Touche partner who led the energy and natural resources practice in Colorado (34+ years in public accounting). He previously served as Interim CEO of Westmoreland Coal Company through the conclusion of its restructuring (2017–2019). Education: B.S. in Business/Accounting, University of Northern Colorado. The Board has determined he is independent.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Westmoreland Coal Company | Interim CEO through conclusion of restructuring | 2017–2019 | Led during restructuring; executive leadership experience |
| Deloitte & Touche | Partner; led energy & natural resources practice (Colorado) | 1998–2012 | Deep audit/controls, finance/accounting expertise |
| Deloitte & Touche | Various positions | 1990–1998 | Public company audit experience |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Current public company boards | None | — | No current interlocks disclosed |
| Whiting Petroleum Corporation | Director (prior) | 2019–2020 | Prior public company board service |
| Westmoreland Coal Company | Director (prior) | 2012–2019 | Prior public company board service |
| CoBiz Financial, Inc. | Director (prior) | 2017–2018 | Prior public company board service |
| ONEOK Partners GP, L.L.C. | Director (prior) | 2015–2017 | Prior public company board service |
Board Governance
- Committees and roles: Audit (Member), Executive Compensation (Chair), Corporate Governance (Member). The Board deems him an “audit committee financial expert”; all audit members are independent and financially literate.
- Meetings and attendance: Board (10 meetings in 2024), Audit (6), Executive Compensation (4), Corporate Governance (5); all incumbent directors attended all Board and committee meetings on which they served (100% attendance).
| Committee | Role | 2024 Meetings | Attendance |
|---|---|---|---|
| Board of Directors | Member | 10 | 100% (all incumbents) |
| Audit Committee | Member | 6 | 100% (all incumbents) |
| Executive Compensation Committee | Chair | 4 | 100% (all incumbents) |
| Corporate Governance Committee | Member | 5 | 100% (all incumbents) |
- Independence: Board determined he has no material relationship with the company and is independent under NYSE and company guidelines.
- Board leadership: Lead Independent Director is Eduardo A. Rodriguez; committees are led by independent chairs.
Fixed Compensation
- Director pay framework (May 23, 2024 – May 21, 2025): Annual cash retainer $95,000; annual stock retainer $130,000; Committee Chair retainers: Audit $20,000, Executive Compensation $15,000, Corporate Governance $15,000; no per‑meeting fees. Compensation targeted at/below market median per Meridian; unchanged vs prior period.
| Component (2024) | Amount |
|---|---|
| Cash retainer | $95,000 |
| Executive Compensation Chair retainer | $15,000 |
| Total cash paid (Fees Earned/Paid in Cash) | $110,000 |
| Stock retainer (aggregate grant date fair value) | $130,000 |
| All other compensation | $0 |
| Total | $240,000 |
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Mix and observations: Cash $110,000 and equity $130,000 (approximately 46% cash / 54% equity, derived from disclosed values).
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Deferrals: Non‑management directors may defer cash/stock retainers into phantom stock or cash; Mr. Hutchinson made no deferrals in 2024.
Performance Compensation
- Directors do not receive performance‑conditioned pay; the equity element is an annual stock retainer granted as fully vested shares at grant. No unvested stock awards were held by non‑management directors at year‑end.
| Equity Item (2024) | Details |
|---|---|
| Shares awarded | 2,055 shares (annual stock retainer) |
| Grant date fair value (ASC 718) | $130,000 |
| Vesting | Shares issued free of restrictions on grant date |
| Unvested at FY end | None for non‑management directors |
Other Directorships & Interlocks
- Current public company directorships: None (limits interlocks).
- Related‑party transactions: Other than directors receiving regulated natural gas service on ordinary terms, the company reports no related‑person transactions.
Expertise & Qualifications
- Audit Committee Financial Expert; extensive finance/accounting expertise from 34+ years at Deloitte, focused on energy.
- Sector and governance depth: energy/utility, risk oversight, strategy, human capital, and capital management from executive and board roles, including leading a restructuring as interim CEO.
Equity Ownership
| Holder | Common Shares Beneficially Owned | Phantom Stock (Directors’ Plan) | Total (Common + Phantom) | % of Class |
|---|---|---|---|---|
| Michael G. Hutchinson | 16,926 | 0 | 16,926 | <1% |
- Director ownership guideline: Minimum 5× annual cash retainer within five years; includes phantom shares. All non‑management directors, other than Deborah A. P. Hersman (until 2028) and Sanjay D. Meshri and Yves C. Siegel (until 2029), have satisfied the guideline—Mr. Hutchinson is in compliance.
- Hedging/pledging: Insiders (including directors) are prohibited from hedging and from pledging OGS stock; no pledging exceptions were granted in 2024.
Governance Assessment
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Strengths
- Deep financial acumen and energy-sector experience; designated audit committee financial expert—supports oversight of financial reporting, controls, and risk.
- High engagement: 100% attendance across Board and committees in 2024; serves on three committees and chairs Executive Compensation.
- Pay alignment: Balanced cash/equity director pay; no meeting fees; program targeted at/below median; ability to defer; strong anti‑hedging/anti‑pledging policy.
- Ownership alignment: Meets 5× cash retainer ownership guideline; maintains direct share ownership.
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Potential watch‑items
- Tenure and refreshment: 11 years of service may prompt investor scrutiny of ongoing refreshment; however, independence affirmed by the Board.
- Prior restructuring leadership (Westmoreland) can be viewed as valuable turnaround experience; investors may still monitor for any legacy conflicts—none disclosed by OGS.
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Shareholder sentiment context
- Say‑on‑pay support was 96% in 2024, indicating broad shareholder approval of the company’s executive pay program overseen by the Executive Compensation Committee he chairs.