Yves C. Siegel
ONE GasAbout Yves C. Siegel
Independent director of ONE Gas since 2024; age 65. Principal of Siegel Asset Management Partners (2020–present) and former investment advisor at Neuberger Berman BD, LLC (2012–2020). Recognized energy-sector thought leader with over 30 years in investment advisory and sell-side energy research; holds a B.A. in Economics and an MBA in Finance from New York University. Determined independent by the Board and classified as an Audit Committee financial expert; appointed to the Audit, Executive Compensation, and Corporate Governance Committees in July 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Neuberger Berman BD, LLC | Investment Advisor | 2012–2020 | Built premier sell-side energy research franchises; finance/accounting and strategic planning expertise . |
| — (Industry career highlight) | Energy research franchise builder | — | Recognized for stock-picking by WSJ “Best on the Street”; “Ammys” Hall of Fame award (2018) for research/analysis . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Siegel Asset Management Partners | Owner/Principal | 2020–present | Capital management and institutional advisory; media contributor (CNBC, WSJ, NYT) as energy expert . |
| Public company boards | — | — | None . |
Board Governance
- Committee assignments: Audit (Member), Executive Compensation (Member), Corporate Governance (Member). Not a chair; current chairs are Audit—Tracy E. Hart, Executive Compensation—Michael G. Hutchinson, Corporate Governance—Eduardo A. Rodriguez .
- Audit Committee financial expert: Yes (Siegel designated by Board) .
- Independence: Affirmatively determined independent under NYSE standards and company guidelines .
- Attendance and engagement: All incumbent directors during 2024 attended all Board and committee meetings on which they served; Board held 9 regular meetings and 1 special, with committees meeting as shown below .
- Lead Independent Director: Eduardo A. Rodriguez .
| Governance Metric | Value |
|---|---|
| Director since | 2024 |
| Independence status | Independent |
| Committees | Audit; Executive Compensation; Corporate Governance (Member) |
| Audit Committee expertise | Audit financial expert (SEC rules) |
| 2024 Board meetings | 10 (9 regular, 1 special); 100% attendance for incumbents |
| 2024 Committee meetings | Audit: 6; Executive Compensation: 4; Corporate Governance: 5 |
Fixed Compensation
- Director compensation structure targets at/below market median; no per-meeting fees. Components: annual cash retainer ($95,000), annual stock retainer ($130,000), committee chair retainers (Audit $20,000; Executive Compensation $15,000; Corporate Governance $15,000), Board Chair ($100,000), Lead Independent Director ($25,000). Unchanged for May 23, 2024–May 21, 2025; Meridian is independent consultant to the Executive Compensation Committee for director pay .
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $95,000 | Applies to non-management directors . |
| Annual stock retainer | $130,000 | Paid annually; directors may defer . |
| Committee chair retainers | Audit $20,000; Exec Comp $15,000; Corp Gov $15,000 | Not applicable to Siegel (member, not chair) . |
| Board Chair retainer | $100,000 | Not applicable to Siegel . |
| Lead Independent Director retainer | $25,000 | Not applicable to Siegel . |
| Meeting fees | $0 | No per-meeting fees . |
| 2024 Director Compensation (Siegel) | Amount |
|---|---|
| Fees earned or paid in cash | $84,560 |
| Stock awards (grant-date/accounting basis) | $115,714 |
| Nonqualified deferred comp earnings | $0 |
| All other compensation | $0 |
| Total | $200,274 |
Performance Compensation
- Equity is delivered via annual stock retainer; directors may elect deferral into phantom stock. Phantom stock earns dividend equivalents and is issued upon end of Board service or on a director-elected later date; no options grants or performance-based PSUs disclosed for directors .
| Equity/Deferral Metrics (2024) | Value | Mechanics |
|---|---|---|
| Stock retainer (standard) | $130,000 | Fixed annual stock retainer amount . |
| Siegel stock award (prorated 2024) | $115,714 | Reflects partial year service starting July 2024 . |
| Deferral election (Siegel) | $115,714 deferred to phantom stock | Directors may defer cash/stock; Siegel deferred equity retainer . |
| Phantom shares credited (Siegel) | 1,719 | Dividend equivalents reinvested; equal to common stock units . |
| Dividends reinvested (Siegel, 2024) | $2,238 | Reinvested into phantom shares . |
| Issuance timing | Upon end of Board service or later elected date | No voting rights until issuance . |
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock |
|---|---|---|
| None (public company boards) | — | No public board interlocks disclosed . |
- Board commitments policy: Non-management directors limited to ≤3 other public boards; Corporate Governance Committee reviews directorships regularly. Siegel currently has none, consistent with policy .
Expertise & Qualifications
- 30+ years in investment advisory and energy research; engages regularly with management teams and investors; recognized by WSJ’s “Best on the Street” and “Ammys” Hall of Fame award (2018) .
- Finance/accounting, capital management, risk oversight, and strategic planning expertise; considered audit committee financial expert .
- Education: BA Economics, MBA Finance (NYU) .
Equity Ownership
| Ownership Line Item | Amount |
|---|---|
| Common stock beneficially owned (Siegel) | 0 |
| Directors’ Deferred Compensation Plan – phantom stock (Siegel) | 1,719 |
| Total beneficial ownership plus phantom stock | 1,719 |
| Percent of class | Less than 1% (denoted “*”) |
| Shares held in 401(k) plan | 0 |
| Director ownership guideline | 5× annual cash retainer; must meet within 5 years |
| Compliance status | Not yet; has until 2029 to comply |
| Hedging policy | Hedging prohibited for insiders |
| Pledging policy | Pledging prohibited; exceptions permitted case-by-case (none granted in 2024) |
Insider Trades
| Date Range | Transactions | Notes |
|---|---|---|
| 2024-07-01 to 2025-11-20 | None found for Yves C. Siegel | Source: Insider-trades skill (Form 4 search; no records returned). |
Governance Assessment
- Strengths: Independent director designated as an audit committee financial expert; sits on all three key committees (Audit, Executive Compensation, Corporate Governance), supporting board effectiveness and oversight breadth . 2024 attendance was 100% for incumbents, indicating engagement; board-led orientation program for new directors supports onboarding .
- Alignment: Equity retainer and Siegel’s full deferral to phantom stock (1,719 units) demonstrate long-term alignment; directors subject to stringent anti-hedging and anti-pledging policies with no exceptions in 2024 .
- Compensation quality: Director pay structure is simple, median-targeted, with no per-meeting fees and oversight by independent consultant Meridian; cash/equity mix balanced and unchanged in the latest period .
- Conflicts and related-party: Board’s related-person transaction procedure is robust; apart from regulated-rate natural gas service, no related-person transactions exist—reducing conflict risk .
- Shareholder signals: Executive say-on-pay approval was 96% in 2024, indicating broad investor support for compensation governance practices (contextual governance signal) .
RED FLAGS
- Ownership guideline compliance pending: As a new director, Siegel has not yet met the 5× cash retainer ownership guideline; deadline 2029. Current beneficial ownership is entirely phantom stock units with zero common shares, which may be viewed as lower “skin-in-the-game” until guideline compliance is achieved .
- No other notable red flags: No related-party transactions, no hedging/pledging exceptions, and full independence status mitigate governance risk .