Tracy E. Hart
ONE GasAbout Tracy E. Hart
Tracy E. Hart, age 63, is President and Chief Executive Officer of Tarlton Corporation (since 1999) and Waterhout Construction Company (since 2019). She has served on the ONE Gas board since 2018 and is independent under NYSE and company guidelines; she chairs the Audit Committee and serves on the Executive Compensation and Corporate Governance Committees. Her education is a B.A. in English and Communications from the University of Michigan; credentials emphasize strategic leadership, capital execution, risk oversight, governance, compliance, and operations honed over 30+ years in construction management and significant community leadership roles .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tarlton Corporation | President & CEO | 1999–present | Strategic leadership; capital management/execution; operations |
| Waterhout Construction Company | President & CEO | 2019–present | Strategic leadership; operations |
| Associated General Contractors of St. Louis | Board member; first woman Chair | Board since 1996 | First woman chairperson; industry leadership; governance |
| AGC Natural Quality in Construction Committee | First woman Chair | Not disclosed | Quality in construction; standard-setting |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Greater St. Louis (Fiduciary Board) | Board member | Not disclosed | Fiduciary oversight |
| St. Louis Children’s Hospital | Board of Trustees | Not disclosed | Community/health governance |
| Midwest BankCentre Legal Board of Directors | Lead independent director of Executive Committee | Not disclosed | Independent leadership; executive committee oversight |
| Public company boards | None | — | No public company directorships; no prior public boards |
Board Governance
- Committee assignments: Audit (Chair), Executive Compensation (Member), Corporate Governance (Member) .
- Independence: Affirmatively determined independent under NYSE and company guidelines .
- Attendance: All incumbent directors attended all Board and committee meetings in 2024; Board held nine regular and one special meeting (total 10) .
- Committee meeting cadence: Audit (6), Executive Compensation (4), Corporate Governance (5) meetings in 2024 .
- Audit Committee expertise: Board determined Hart is an SEC “audit committee financial expert”; all Audit members financially literate .
- Executive sessions: Non-management and independent directors held executive sessions at each in-person Board meeting in 2024 .
Fixed Compensation
| Element | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-management directors) | $95,000 | Applicable May 23, 2024 – May 21, 2025 |
| Committee chair cash retainers | Audit: $20,000; Exec Comp: $15,000; Corporate Governance: $15,000 | Hart earns $20,000 as Audit Chair |
| Stock retainer (annual) | $130,000 | Granted as unrestricted common stock; no per-meeting fees |
Director compensation paid in 2024 (Hart):
| Director | Fees Earned/Paid in Cash | Stock Awards | Nonqualified Deferred Comp Earnings | All Other | Total |
|---|---|---|---|---|---|
| Tracy E. Hart | $115,000 | $130,000 | $0 | $0 | $245,000 |
Deferrals and phantom stock:
- Phantom stock balance and dividend equivalents (cumulative): $274,727 total deferred to phantom stock; 3,868 phantom shares; $9,973 dividends reinvested in 2024. No new fees deferred to phantom stock in 2024 reported for Hart .
Ownership guidelines:
- Director stock ownership guideline: 5× annual cash retainer within 5 years; all non-management directors except Hersman, Meshri, Siegel have satisfied—Hart has satisfied .
Performance Compensation
| Component | Shares Awarded (2024) | Grant Date Fair Value | Vesting/Performance Conditions |
|---|---|---|---|
| Annual stock retainer (Hart) | 2,055 shares | $130,000 | Issued free of restrictions on grant date; not performance-conditioned |
- No options, PSUs, or performance-linked director equity disclosed for non-management directors; no per-meeting fees; director stock awards are unrestricted common shares at grant .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None |
| Prior public company boards | None |
| Compensation committee interlocks | Executive Compensation Committee comprised solely of independent directors; no OGS executive officer served on a compensation committee or board of an entity where any OGS director was an executive officer in 2024 |
| External committee roles | Hart serves as lead independent director of Midwest BankCentre’s Legal Board Executive Committee (private) |
Expertise & Qualifications
- Strategic leadership, capital management/execution, risk oversight, compliance, governance, operations, finance/accounting, human capital management, environmental/safety, customer experience, technology/security, social responsibility, inclusion/diversity .
- Recognitions: University of Missouri–St. Louis Trailblazer Award; first woman chair roles at AGC bodies .
- Education: B.A. English and Communications – University of Michigan .
Equity Ownership
| Holder | Common Shares Beneficially Owned | Phantom Stock | Total (Shares + Phantom) | % of Class |
|---|---|---|---|---|
| Tracy E. Hart | 7,697 | 3,868 | 11,565 | <1% |
| 401(k) holdings | None for Hart | — | — | — |
- Phantom stock carries dividend equivalents and is not voting equity until distributed; does not confer beneficial ownership under SEC rules .
- No RSUs/PSUs issuable within 60 days of March 1, 2025 for directors; no shares pledged disclosed for directors; company maintains Insider Trading and anti-hedging/anti-pledging policies (policy sections identified) .
Governance Assessment
- Committee leadership and expertise: As Audit Chair and designated audit committee financial expert, Hart’s role strengthens oversight of financial reporting integrity, internal controls, compliance, ESG control considerations, and auditor independence; the independent auditor and internal audit report directly to the Audit Committee .
- Engagement and attendance: 100% attendance across Board and assigned committees in 2024; consistent executive sessions of non-management and independent directors support board effectiveness .
- Compensation alignment: Director pay is market-benchmarked with philosophy targeting at/below median; structure balances fixed cash and equity, with no meeting fees and optional deferral into phantom stock—aligning directors with shareholders via equity exposure and ownership guidelines (Hart compliant) .
- Related-party safeguards: Company prefers to avoid related-person transactions; Audit and Governance review processes in place; apart from regulated-rate gas service to certain directors or their entities, no related-person transactions exist—no conflicts involving Hart disclosed for 2024 .
- Shareholder signals: Say-on-pay approval in 2024 was 96%, indicating strong investor support for compensation governance overseen by committees including Hart; continued application of established pay practices affirmed by the Committee .
RED FLAGS: None disclosed for Hart on attendance, independence, related-party transactions, pledging/hedging, or pay anomalies; note that Hart’s dual CEO roles at private construction firms warrant ongoing monitoring for vendor relationships, but 2024 proxy reports no related-person transactions beyond regulated-rate customer relationships .