v3.26.1
Pay vs Performance Disclosure
12 Months Ended
Dec. 31, 2025
USD ($)
$ / shares
Dec. 31, 2024
USD ($)
$ / shares
Dec. 31, 2023
USD ($)
$ / shares
Dec. 31, 2022
USD ($)
$ / shares
Dec. 31, 2021
USD ($)
$ / shares
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table

As required by SEC rules, we are providing the following information about the relationship between executive compensation and certain measures of financial performance of our Company. SEC rules prescribe the disclosure included in this section, and the information does not necessarily align with how the Company or the Compensation Committee view the link between the Company's performance and its NEOs' pay. The Compensation Discussion and Analysis provides additional information about our pay-for-performance philosophy and how we align executive compensation with our performance. As described in more detail in our Compensation Discussion and Analysis, the Company's annual incentive awards and a large portion of the long-term incentive awards that comprise a significant portion of an executive's compensation are directly linked to performance. Payouts of these portions of an executive's compensation are placed at risk and require the accomplishment of specific results that are designed to benefit our shareholders and the Company, both in the long and short term. While the Company utilizes several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay Versus Performance table below. Moreover, the Company generally seeks to incentivize long-term performance and therefore does not specifically align the Company's performance measures with compensation that is actually paid (as computed in accordance with SEC rules) for a particular year.

 

 

 

 

 

 

 

 

 

 

Value of Initial Fixed $100 Investment Based On:

 

 

 

 

 

Year

Summary Compensation Table Total for PEO ($)(1)

 

Compensation Actually Paid to PEO ($)

 

Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($)(1)

 

Average Compensation Actually Paid to Non-PEO Named Executive Officers ($)

 

Company Total Shareholder Return ($)(2)

 

Peer Group Total Shareholder Return ($)(2)(3)

 

Net Income ($)

 

CSM: OG&E Earnings Per Share (4)

 

(a)

(b)

 

(c)

 

(d)

 

(e)

 

(f)

 

(g)

 

(h)

 

(i)

 

2025

$

12,032,007

 

$

8,070,026

 

$

1,731,809

 

$

1,467,998

 

$

167.57

 

$

158.71

 

$

470,700,000

 

$

2.47

 

2024

$

10,128,949

 

$

15,331,356

 

$

1,344,617

 

$

1,374,642

 

$

155.68

 

$

136.71

 

$

441,500,000

 

$

2.33

 

2023

$

8,435,166

 

$

6,782,034

 

$

1,480,334

 

$

1,279,552

 

$

125.85

 

$

110.58

 

$

416,800,000

 

$

2.12

 

2022

$

7,303,589

 

$

10,942,870

 

$

1,326,642

 

$

1,706,080

 

$

136.16

 

$

119.56

 

$

665,700,000

 

$

2.19

 

2021

$

8,031,634

 

$

9,075,580

 

$

1,312,638

 

$

1,430,758

 

$

126.52

 

$

117.95

 

$

737,300,000

 

$

1.80

 

(1)
During 2021 through 2025, Sean Trauschke was our Chief Executive Officer. During 2025, our remaining Named Executive Officers (“NEOs”) consisted of Charles B. Walworth, William H. Sultemeier, Donnie O. Jones and David A. Parker. During 2024, our remaining NEOs consisted of Charles B. Walworth, W. Bryan Buckler, William H. Sultemeier, Donnie O. Jones and David A. Parker. During 2023, 2022 and 2021, our remaining NEOs consisted of W. Bryan Buckler, William H. Sultemeier, Donnie O. Jones and Cristina F. McQuistion.
(2)
Both Company Total Shareholder Return and Peer Group Total Shareholder Return assume $100 invested at December 31, 2020.
(3)
As permitted by the SEC, the Company's peer group selected for this pay versus performance disclosure is the S&P Composite Utilities 1500 Index, which is the same peer group as presented in the Company's 2025 Form 10-K for purposes of Item 201(e) of Regulation S-K.
(4)
"OG&E Earnings Per Share" represents the Company's annual incentive compensation plan's "OG&E Earnings Target," which is the reported net income of OG&E for the year ended December 31, 2025, divided by the diluted average common shares outstanding for 2025 of the Company (excluding new shares from the Company’s November 2025 public offering). See the Compensation Discussion and Analysis above for further discussion.
       
Named Executive Officers, Footnote
(1)
During 2021 through 2025, Sean Trauschke was our Chief Executive Officer. During 2025, our remaining Named Executive Officers (“NEOs”) consisted of Charles B. Walworth, William H. Sultemeier, Donnie O. Jones and David A. Parker. During 2024, our remaining NEOs consisted of Charles B. Walworth, W. Bryan Buckler, William H. Sultemeier, Donnie O. Jones and David A. Parker. During 2023, 2022 and 2021, our remaining NEOs consisted of W. Bryan Buckler, William H. Sultemeier, Donnie O. Jones and Cristina F. McQuistion.
       
PEO Total Compensation Amount $ 12,032,007 $ 10,128,949 $ 8,435,166 $ 7,303,589 $ 8,031,634
PEO Actually Paid Compensation Amount $ 8,070,026 15,331,356 6,782,034 10,942,870 9,075,580
Adjustment To PEO Compensation, Footnote

 

 

PEO

 

 

Non-PEO NEOs

 

Summary Compensation Table (SCT) Total

$

12,032,007

 

 

$

1,731,809

 

 

 

 

 

 

 

Adjustments to arrive at CAP:

 

 

 

 

 

Deduction for change in the actuarial present values reported under column (h) of the SCT

 

(3,035,984

)

 

 

(26,996

)

Increase for "Service Cost" for Pension Plans

 

1,049,381

 

 

 

8,835

 

Deduction for amounts reported under column (e) in the SCT

 

(5,811,824

)

 

 

(780,756

)

Fair value of current year equity awards at year-end

 

4,587,370

 

 

 

616,263

 

Change in value of prior years' awards unvested at year-end

 

(517,645

)

 

 

(56,068

)

Change in value of prior years' awards that vested during current year

 

(766,342

)

 

 

(82,430

)

Dividends

 

533,063

 

 

 

57,341

 

Total adjustments

 

(3,961,981

)

 

 

(263,811

)

 

 

 

 

 

 

CAP Total

$

8,070,026

 

 

$

1,467,998

 

       
Non-PEO NEO Average Total Compensation Amount $ 1,731,809 1,344,617 1,480,334 1,326,642 1,312,638
Non-PEO NEO Average Compensation Actually Paid Amount $ 1,467,998 1,374,642 1,279,552 1,706,080 1,430,758
Adjustment to Non-PEO NEO Compensation Footnote

 

 

PEO

 

 

Non-PEO NEOs

 

Summary Compensation Table (SCT) Total

$

12,032,007

 

 

$

1,731,809

 

 

 

 

 

 

 

Adjustments to arrive at CAP:

 

 

 

 

 

Deduction for change in the actuarial present values reported under column (h) of the SCT

 

(3,035,984

)

 

 

(26,996

)

Increase for "Service Cost" for Pension Plans

 

1,049,381

 

 

 

8,835

 

Deduction for amounts reported under column (e) in the SCT

 

(5,811,824

)

 

 

(780,756

)

Fair value of current year equity awards at year-end

 

4,587,370

 

 

 

616,263

 

Change in value of prior years' awards unvested at year-end

 

(517,645

)

 

 

(56,068

)

Change in value of prior years' awards that vested during current year

 

(766,342

)

 

 

(82,430

)

Dividends

 

533,063

 

 

 

57,341

 

Total adjustments

 

(3,961,981

)

 

 

(263,811

)

 

 

 

 

 

 

CAP Total

$

8,070,026

 

 

$

1,467,998

 

       
Compensation Actually Paid vs. Total Shareholder Return

img85525946_22.gif

       
Compensation Actually Paid vs. Net Income

img85525946_23.gif

       
Total Shareholder Return Vs Peer Group

img85525946_24.gif

       
Tabular List, Table

The three items listed below represent the most important financial metrics the Company used to determine CAP for 2025, as further described in our Compensation Discussion and Analysis above:

 

Relative TSR Performance Goal (performance units component of long-term incentive);
OG&E Earnings Target (earnings per share component of annual incentive); and
O&M Target (operation and maintenance expense component of annual incentive).
       
Total Shareholder Return Amount $ 167.57 155.68 125.85 136.16 126.52
Peer Group Total Shareholder Return Amount 158.71 136.71 110.58 119.56 117.95
Net Income (Loss) $ 470,700,000 $ 441,500,000 $ 416,800,000 $ 665,700,000 $ 737,300,000
Company Selected Measure Amount | $ / shares 2.47 2.33 2.12 2.19 1.8
PEO Name Sean Trauschke Sean Trauschke Sean Trauschke Sean Trauschke Sean Trauschke
Measure:: 1          
Pay vs Performance Disclosure          
Name Relative TSR Performance Goal (performance units component of long-term incentive)        
Measure:: 2          
Pay vs Performance Disclosure          
Name OG&E Earnings Target (earnings per share component of annual incentive)        
Measure:: 3          
Pay vs Performance Disclosure          
Name O&M Target (operation and maintenance expense component of annual incentive)        
PEO          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (3,961,981)        
PEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (3,035,984)        
PEO | Pension Adjustments Service Cost          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,049,381        
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (5,811,824)        
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 4,587,370        
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (517,645)        
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (766,342)        
PEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 533,063        
Non-PEO NEO          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (263,811)        
Non-PEO NEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (26,996)        
Non-PEO NEO | Pension Adjustments Service Cost          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 8,835        
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (780,756)        
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 616,263        
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (56,068)        
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (82,430)        
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 57,341