Cathy Rogers Gates
About Cathy Rogers Gates
Cathy Rogers Gates, 66, has served on SGI’s Board since July 5, 2018. She is a former Assurance Partner and Tulsa Office Managing Partner (2008–2017) at Ernst & Young LLP with a career beginning in 1986, bringing deep auditing, accounting, financial reporting, and internal audit coordination expertise. She holds a Master of Science in Accounting from the University of Arkansas. As an SGI director, she is classified as independent under NYSE rules and is an Audit Committee financial expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young LLP (Tulsa) | Assurance Partner; Managing Partner | Managing Partner 2008–2017; EY tenure from 1986 | Led audits and coordinated financial reporting; worked with internal audit departments; served public and private clients across retail/consumer, transportation, manufacturing, and contract drilling |
| Ernst & Young LLP | Various Assurance roles | 1986–2008 | Auditing and accounting leadership across Southwestern U.S. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| OGE Energy Corp. (NYSE: OGE) | Director | Elected Dec 2022–present | Audit Committee; Compensation Committee; served on Nominating, Corporate Governance & Stewardship Committee in 2023 |
| Tulsa Area United Way | Director; Governance Committee Chair | Current | Governance oversight; Community Investment Cabinet |
| UA Walton College of Business | Dean’s Executive Advisory Board | Current | Strategic academic advisory |
| Arkansas Business Hall of Fame | Director | Appointed 2022 | Board oversight |
| Tulsa Regional Chamber of Commerce | Director (prior) | Prior service | Community and business leadership |
Board Governance
- Independence: Board determined Ms. Gates is independent under NYSE rules; Audit, HR/Capital & Talent, and NCG Committees are fully independent; Audit members are all “financial experts” (includes Gates) .
- Committee assignments: Audit Committee member (chair: Dilsaver); not a chair on other committees .
- Attendance and engagement: Board met 7 times in 2024; all directors attended >75% of combined Board and committee meetings; all directors attended the May 9, 2024 annual meeting; independent directors met in multiple executive sessions; Lead Director is Richard W. Neu .
- Board size and refresh: Seven nominees in 2025; Gates among those standing for re‑election; Board expanded to add Sachse in Feb 2025 and will revert to seven after Heil retires .
| Committee | Role | Notes |
|---|---|---|
| Audit | Member | Audit Committee met 6 times in 2024; oversees financial reporting, internal controls, ESG disclosure controls, data privacy and cybersecurity risk |
| Human Resources/Capital & Talent | — | Committee met 5 times in 2024; chair is Neu |
| Nominating & Corporate Governance | — | Committee met 4 times in 2024; chair is Heil |
Fixed Compensation
| Component (Directors) | Amount | Detail |
|---|---|---|
| Annual cash retainer | $110,000 | Paid quarterly; applies in 2024 Board Year |
| Annual RSU grant (target) | $149,984 (2,778 RSUs) | Granted May 11, 2024; vest in full on first anniversary; paid at first anniversary; service condition applies; no options granted to directors in 2024 |
| Committee chair retainers | N/A for Gates | Audit chair $20k; Comp chair $15k; NCG chair $15k (Gates is not a chair) |
| Lead Director retainer | N/A for Gates | Lead Director $45k (Neu) |
Director-specific 2024 totals:
- Fees earned in cash: $110,000; Stock awards grant date fair value: $149,984 (2,778 RSUs); Total: $259,984 .
Performance Compensation
| Item | Status | Notes |
|---|---|---|
| Performance-based equity for directors | None | Director equity is time-based RSUs; no PRSUs or options; no performance metrics for director grants |
Other Directorships & Interlocks
| Company | Relationship to SGI | Potential Interlock/Conflict |
|---|---|---|
| OGE Energy Corp. | Unrelated utility | No SGI-related transactions disclosed; no related-party exposure noted for Gates in SGI filings |
- Related-party transactions: SGI’s proxy discloses Dyer Group JVs and designates Simon Dyer as not independent; no related-party transactions or designations involving Gates .
- Compensation committee interlocks: HR/Capital & Talent Committee (Neu, Heil, Madden) disclosed no interlocks; Gates is not a member .
Expertise & Qualifications
- Audit committee financial expert designation; accounting/financial management expertise per SEC/NYSE criteria .
- Decades of assurance/audit experience at EY, including managing partner responsibilities and coordination with internal audit functions .
- Active governance roles in public company (OGE) and multiple civic/academic boards, supporting stakeholder oversight .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficially owned shares | 42,254 | <1% of class; as of March 18, 2025 |
| RSUs outstanding (director) | 2,778 | Granted May 11, 2024; vest at first anniversary; some RSUs may be subject to deferral elections |
| Options | None | No options outstanding for Gates |
| Shares outstanding (context) | 208,582,329 | Shares outstanding at record date March 18, 2025 |
| Hedging/Pledging policy | Prohibited | Anti-hedging and anti-pledging policy applies to directors |
| Ownership guideline | 5x annual director fee | Directors must reach 5x $110,000 within 5 years; retain 50% of net shares until compliant; all directors compliant in 2024 |
Insider Trades
| Source | Summary | Notes |
|---|---|---|
| Section 16(a) compliance | All required reports timely filed (2024) | Proxy does not list individual Form 4s; indicates timely compliance for directors and officers |
Governance Assessment
- Strengths: Independence; audit financial expert status; high attendance; robust anti-hedging/anti-pledging policy; director ownership guidelines with confirmed compliance; director equity fully time-based (aligns with stewardship over management); strong shareholder support for executive pay (98% Say-on-Pay in 2024), indicating constructive investor engagement led by the Lead Director .
- Potential red flags: None disclosed specific to Gates; no related-party transactions or committee interlocks; no attendance issues .
- Implications for investor confidence: Gates’ audit expertise and independence reinforce board oversight of financial reporting and risk, including cybersecurity and ESG disclosure controls supervised by the Audit Committee; her ownership compliance and lack of pledging/hedging support alignment with shareholders .