Sanjay D. Meshri
ONE GasAbout Sanjay D. Meshri
Independent director of ONE Gas (OGS), age 55, appointed in 2024. Meshri chairs Meshri Holdings and previously led Advance Research Chemicals for nearly three decades, bringing chemical manufacturing, operations, and risk oversight experience to the board. He holds a B.S. in Chemistry from the University of Tulsa and is designated an Audit Committee financial expert by the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Advance Research Chemicals, Inc. | Former Chair | 1992–2021 | Led operations and strategic execution in chemical manufacturing |
| Thompson Chemical Corporation | Owner, Chair | 2018–present | Strategic leadership and capital management |
| Meshri Holdings | Chair | 2021–present | Portfolio leadership and risk oversight |
External Roles
| Organization | Role | Public/Private | Tenure | Committees/Impact |
|---|---|---|---|---|
| Inhance Technologies | Board service (disclosed) | Private | Not disclosed | Governance and industry perspective |
| Trust Company of Oklahoma | Board service (disclosed) | Private | Not disclosed | Governance and finance oversight |
| Public company boards | None | — | — | No current or prior public directorships |
Board Governance
- Committee assignments: Audit, Executive Compensation, Corporate Governance; no chair roles .
- Audit Committee financial expert designation; financially literate .
- Independence: Affirmatively determined independent under NYSE and company guidelines .
- Attendance: All incumbent directors attended 100% of Board and committee meetings in 2024 (Board: 10 meetings; Audit: 6; Executive Compensation: 4; Corporate Governance: 5) .
- Executive sessions: Non-management and independent directors met in executive session at each regularly scheduled in-person Board meeting .
Fixed Compensation
| Period | Cash Retainer ($) | Stock Retainer ($) | Committee Chair Fees ($) | Notes |
|---|---|---|---|---|
| May 23, 2024 – May 21, 2025 | 95,000 | 130,000 | Audit 20,000; Exec Comp 15,000; Corp Gov 15,000 (for chairs only) | No meeting fees; Lead Independent Director: 25,000; Board Chair: 100,000 |
| FY 2024 (actual, prorated) | 84,560 | 115,714 | — | Appointed July 2, 2024; total $200,274 |
Director equity grants are issued free of restrictions at grant date; values reflect grant-date fair value per ASC 718. For 2024, Meshri received 1,688 shares with aggregate grant-date fair value of $115,714 .
Performance Compensation
| Pay Element | Performance Linkage | Metrics | Vesting |
|---|---|---|---|
| Director cash retainer | None | N/A | Paid annually |
| Director stock retainer | None (time-based/issued at grant) | N/A | Shares issued free of restrictions at grant; no unvested director stock at FYE |
ONE Gas does not use performance-based metrics for non-management director compensation; no meeting fees or perquisites are provided to directors beyond disclosed retainers and reimbursed expenses .
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Public company interlocks | None for Meshri; no current or prior public boards |
| Compensation committee interlocks | Company disclosed none; no OGS executive served on another entity’s board where an OGS director was an executive in 2024 |
| Related-party ties | Apart from regulated-rate natural gas service to certain directors, no related-person transactions disclosed |
Expertise & Qualifications
- Strategic leadership and capital execution from 30+ years in chemical manufacturing (Advance Research Chemicals; Thompson Chemical) .
- Financial literacy; Audit Committee financial expert designation .
- Skills across compliance, corporate governance, operations, environmental/safety, risk management, and technology/security .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of Mar 1, 2025) | 1,688 shares of ONE Gas common stock; no phantom stock |
| % of shares outstanding | ~0.0028% (1,688 / 59,929,090 shares outstanding as of Mar 24, 2025) |
| Vested vs unvested | No unvested director stock awards outstanding at FYE |
| Hedging/pledging | Prohibited; no pledging exceptions granted to insiders in 2024 |
| Ownership guidelines | Requirement: 5× annual cash retainer within 5 years; Meshri has until 2029 to comply |
| Deferred compensation elections (2024) | None; no cash or phantom stock deferral by Meshri |
Governance Assessment
- Strengths: Independent director, 100% attendance, multi-committee service (Audit/Comp/Gov), Audit Committee financial expert; robust anti-hedging/anti-pledging policy; regular executive sessions enhance independent oversight .
- Alignment: Receives standard director cash and stock retainers; stock ownership guideline in place with a five-year compliance window; current ownership is modest given recent appointment but within guideline timeline .
- Conflicts/related party: No related-party transactions involving Meshri disclosed; only regulated-rate utility service noted across certain directors .
- Shareholder signals: Say-on-pay approval at 96% in 2024 suggests positive investor sentiment toward pay practices overseen by the Executive Compensation Committee on which Meshri serves .
No RED FLAGS identified for Meshri on conflicts, attendance, or pay anomalies. Watch for ownership guideline progress toward 2029 compliance and continued committee engagement given his Audit/Comp/Gov workload .