DEF 14A of ONE Gas, Inc., Apr 3, 2024

DEF 14A of ONE Gas, Inc.

Filed Apr 3, 2024 · FY20230001193125-24-086008

Open on EDGAR

  1. PROXY STATEMENT

    | Potential Post-Employment Payments and Payments Upon a Change in Control | 64 | | CEO Pay Ratio for 2023 | 68 | | Pay Versus Performance | 69 | | Equity Compensation Plan Information | 73 | | Proposal 3 – Advisory Vote on Executive Compensation | 74 | | Introduction | 74 | | Our Executive Compensation Program | 74 | | Vote Required and Board Recommendation | 75 | | Related-Person Transactions | 76 | | About the 2024 Annual Meeting | 77 | | Shareholder Proposals | 81 | | Householding | 81 | | Annual Report on Form 10-K | 82 | | Other Matters | 82 |

  2. DIRECTOR NOMINEES

    DIRECTOR NOMINEES The following table summarizes information about the seven director nominees. As noted, five of our seven directors have been determined to be independent in accordance with the NYSE independence standards and our director independence guidelines.

  3. DIRECTOR NOMINEES

    | Name | Age | Director since | Occupation | Independent | Committee memberships/ positions | | John W. Gibson | 71 | 2014 | Retired Chairman and Chief Executive Officer of ONEOK | No | A* | | Tracy E. Hart | 62 | 2018 | President and Chief Executive Officer, Tarlton Corporation | Yes | B**, C, D | | Deborah A. P. Hersman | 53 | 2023 | Former Chair, National Transportation Safety Board | Yes | B, C, D | | Michael G. Hutchinson | 68 | 2014 | Retired, partner at Deloitte & Touche | Yes | B, C**, D | | Robert S. McAnnally | 60 | 2021 | President and Chief Executive Officer of ONE Gas, Inc. | No | A | | Pattye L. Moore | 66 | 2014 | Retired Board Chair, Red Robin Gourmet Burgers | Yes | B, C, D** | | Eduardo A. Rodriguez | 68 | 2014 | President of Strategic Communication Consulting Group | Yes | A, B, C, D* |

  4. DIRECTOR NOMINEES

    Committee memberships/positions key:

  5. DIRECTOR NOMINEES

    | A - Executive Committee | C - Executive Compensation Committee | * - Committee chair | | B - Audit Committee | D - Corporate Governance Committee | ** - Committee vice chair |

  6. DIRECTOR NOMINEES

    | ONE Gas, Inc. Notice of 2024 Annual Meeting of Shareholders and Proxy Statement | 3 |

  7. COMPENSATION HIGHLIGHTS

    | • | Program Design. The Executive Compensation Committee considers market data when determining all compensation elements and targets the median level of total compensation, which may be above or below the median based on, but not limited to, experience, company performance, sustained individual performance and internal pay equity. Our compensation program is designed to enhance company value and provides a competitive total compensation opportunity by establishing a pay mix that balances short- and long-term performance. A significant portion of total compensation is linked to performance, which we believe creates long-term stakeholder value and discourages unnecessary or excessive risk taking. Our performance-based STI program provides cash awards based on achievement of the company’s annual financial and operational goals, as well as individual performance of each NEO. We encourage alignment of our NEOs’ interests with those of our stakeholders through LTI awards, of which are 80 percent PSUs and 20 percent RSUs. Our NEOs receive no perquisites or other personal benefits. We have market-competitive share ownership guidelines for our NEOs and our non-management directors, which provides them with a significant stake in our long-term success and aligns their interest with stakeholder interests. |

  8. COMPENSATION HIGHLIGHTS

    | Named Executive Officer | 2023 Base Salary | 2023 STI Award Paid | 2023 LTI Grant Value(1) | 2023 Total Direct Compensation | | Robert S. McAnnally | $735,000 | $794,902 | $2,300,000 | $3,829,902 | | Caron A. Lawhorn | $490,000 | $351,500 | $600,000 | $1,441,500 | | Curtis L. Dinan | $500,000 | $362,000 | $650,000 | $1,512,000 | | Joseph L. McCormick | $430,000 | $311,500 | $500,000 | $1,241,500 | | Mark A. Bender | $330,000 | $210,000 | $325,000 | $865,000 |

  9. 2023 Environmental Updates and Highlights

    | • | In 2023, we adopted a new short-term incentive metric tied to the execution of our emissions reduction goal, which is driven by our planned pipeline replacement program. |

  10. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The Executive Compensation Committee’s independent compensation consultant, Meridian, annually advises the Executive Compensation Committee on matters related to non-management director compensation, including competitive market data for the company’s peer group. The Executive Compensation Committee reviews and discusses the director compensation information provided by Meridian and makes a recommendation to the full Board with respect to non-management director compensation. The Executive Compensation Committee’s philosophy with respect to non-management director compensation is to target at or below the market median. The components of non-management director compensation include an annual cash retainer, additional annual cash retainers for the Chairman of the Board, the chairs of the Audit, Executive Compensation and Corporate Governance Committees and an annual stock retainer. No separate per-meeting fees are paid to the non-management directors. Compensation for each of our non-management directors for their service on our Board is paid on an annual meeting date basis. Based on the market information provided by Meridian in November 2022 and February 2023, compensation remained unchanged for the period of May 25, 2023, through May 22, 2024. Director compensation was last increased in 2022 to address market shortfalls in the stock retainer, Audit Committee chair and Lead Director retainers as identified by Meridian.

  11. DIRECTOR COMPENSATION

    | | Cash Retainer | Stock Retainer | Committee Chair Cash Retainers | | Board Chair Cash Retainer | Lead Director | | May 25, 2023 – May 22, 2024 | $95,000 | $130,000 | Audit Executive Compensation Corporate Governance | $20,000 $15,000 $15,000 | $100,000 | $25,000 | | May 26, 2022 – May 24, 2023 | $95,000 | $130,000 | Audit Executive Compensation Corporate Governance | $20,000 $15,000 $15,000 | $100,000 | $25,000 |

  12. DIRECTOR COMPENSATION

    All directors are reimbursed for reasonable expenses incurred in connection with attendance at Board and committee meetings.

  13. DIRECTOR COMPENSATION

    | 20 | ONE Gas, Inc. Notice of 2024 Annual Meeting of Shareholders and Proxy Statement |

  14. DIRECTOR COMPENSATION

    The CEO, as the sole management director, receives no compensation for his service as a director. Our Board has established minimum share ownership guidelines for members of our Board. The guidelines provide that within five years after joining the Board, each non-management director will own shares of the company’s common stock having a value, at a minimum, of five times the annual cash retainer for service on the Board (excluding annual retainers for service as a chair of a Board committee or for service as Chairman of the Board or as the lead independent director) as established from time to time by the Board. Shares that count toward this ownership guideline include shares owned outright in the director’s name, shares held in trust for the director’s benefit or the benefit of the director’s immediate family, and phantom shares held in the director’s account under any company deferred compensation plan for non-employee directors or any similar plan or arrangement. A non-management director will not be allowed to sell shares of the company’s common stock (using established pre-clearance procedures) unless such director’s holdings of the company’s common stock meet the established minimum ownership guideline. All of our non-management directors have satisfied the minimum share ownership guidelines, other than Deborah A. P. Hersman. Ms. Hersman has until 2028, to satisfy the minimum share ownership guidelines. The following table sets forth the compensation paid to our non-management directors in 2023:

  15. Director Compensation for 2023

    Director Compensation for 2023

  16. Director Compensation for 2023

    | Director | Fees Earned or Paid in Cash(1) | Stock Awards(1)(2)(3) | Nonqualified Deferred Compensation Earnings(4) | All Other Compensation(5) | Total | | Robert B. Evans | $115,000 | $130,000 | $ - | $ - | $245,000 | | John W. Gibson | $195,000 | $130,000 | $4,386 | $30,000 | $359,386 | | Tracy E. Hart | $95,000 | $130,000 | $ - | $ - | $225,000 | | Deborah A. P. Hersman(6) | $85,865 | $117,500 | $ - | $ - | $203,365 | | Michael G. Hutchinson | $95,000 | $130,000 | $ - | $ - | $225,000 | | Pattye L. Moore | $95,000 | $130,000 | $ - | $5,000 | $230,000 | | Eduardo A. Rodriguez | $135,000 | $130,000 | $ - | $ - | $265,000 | | Douglas H. Yaeger | $110,000 | $130,000 | $ - | $ - | $240,000 |

  17. Director Compensation for 2023

    | (1) Non-management directors may defer all or a part of their annual cash and stock retainers under our Deferred Compensation Plan for Non-Employee Directors. During the year ended December 31, 2023, $657,000 of the total amount payable for directors’ fees was deferred under this plan at the election of five of our directors. Deferred amounts are treated, at the election of the participating director, either as phantom stock or as a cash deferral. Phantom stock deferrals are treated as though the deferred amount is invested in our common stock at the fair market value on the date the deferred amount was earned. Phantom stock earns the equivalent of dividends declared on our common stock and is reinvested in phantom shares of our common stock based on the closing price of our common stock on the payment date of each common stock dividend. The shares of our common stock reflected in a non-management director’s phantom stock account are issued to the director under our ECP on the last day of the director’s service as a director or at a later date selected by the director. Cash deferrals earn interest at a rate equal to Moody’s Bond Indices Corporate AAA on the first business day of the plan year, plus 100 basis points, which, on January 3, 2023, was 5.69 percent. The following table sets forth, for each non-management director, the amount of director compensation deferred during 2023 and cumulative deferred compensation as of December 31, 2023. |

  18. Director Compensation for 2023

    | ONE Gas, Inc. Notice of 2024 Annual Meeting of Shareholders and Proxy Statement | 21 |

  19. Director Compensation for 2023

    | Director | Board Fees Deferred to Phantom Stock in 2023 (a) | Dividends Earned on Phantom Stock and Reinvested in 2023 (b) | Total Board Fees Deferred to Phantom Stock at December 31, 2023 (a) | Total Shares of Phantom Stock Held at December 31, 2023 (c) | Board Fees Deferred to Cash in 2023 (d) | Total Board Fees Deferred to Cash at December 31, 2023 (d) | | Robert B. Evans | $ - | $ - | $ - | - | $ - | $ - | | John W. Gibson | $130,000 | $48,481 | $1,088,639 | 19,918 | $195,000 | $2,163,130 | | Tracy E. Hart | $52,000 | $8,608 | $274,727 | 3,720 | $ - | $ - | | Deborah A. P. Hersman | $117,500 | $2,002 | $117,500 | 1,563 | $ - | $ - | | Michael G. Hutchinson | $ - | $ - | $ - | - | $ - | $ - | | Pattye L. Moore | $130,000 | $48,481 | $1,088,639 | 46,126 | $ - | $ - | | Eduardo A. Rodriguez | $32,500 | $6,484 | $194,250 | 3,518 | $ - | $ - | | Douglas H. Yaeger | $ - | $ - | $ - | - | $ - | $ - |

  20. Director Compensation for 2023

    | (a) Reflects the value of the annual cash and stock retainers (based on the average of our high and low stock price on the NYSE on the grant date) deferred to phantom stock by a director under our Deferred Compensation Plan for Non-Employee Directors. |

  21. Director Compensation for 2023

    | (b) Dividend equivalents paid on phantom stock are reinvested in additional shares of phantom stock based on the closing price of our common stock on the NYSE on the date the dividend equivalent was paid. |

  22. Director Compensation for 2023

    | (c) Includes 26,208 shares of phantom stock held by Ms. Moore and 758 shares of phantom stock held by Mr. Rodriguez as a result of the separation from ONEOK. |

  23. Director Compensation for 2023

    | (d) Mr. Gibson deferred board fees in the amount of $195,000 to cash in 2023. The total amount deferred to cash reflects the balance in Mr. Gibson’s cash deferral account. Cash deferrals earn interest at a rate equal to Moody’s Bond Indices Corporate AAA on the first business day of the plan year, plus 100 basis points which, on January 3, 2023, was 5.69 percent. |

  24. Director Compensation for 2023

    | (2) The amounts in this column reflect the aggregate grant date fair value, computed in accordance with Financial Accounting Standards Board’s Accounting Standards Codification Topic 718, Compensation-Stock Compensation (“ASC Topic 718”), with respect to stock awards received by directors for service on our Board. Since the shares are issued free of any restrictions on the grant date, the grant date fair value of these awards is based on the average of our high and low stock price on the NYSE on the date of the grant. The following table sets forth the number of shares and grant date fair value of such shares of our common stock issued to our non-management directors during 2023 for service on our Board. |

  25. Director Compensation for 2023

    | 22 | ONE Gas, Inc. Notice of 2024 Annual Meeting of Shareholders and Proxy Statement |

  26. Director Compensation for 2023

    | Director | Shares Awarded in 2023 | Aggregate Grant Date Fair Value | | Robert B. Evans | 1,632 | $130,000 | | John W. Gibson | 1,632 | $130,000 | | Tracy E. Hart | 1,632 | $130,000 | | Deborah A. P. Hersman | 1,533 | $117,500 | | Michael G. Hutchinson | 1,632 | $130,000 | | Pattye L. Moore | 1,632 | $130,000 | | Eduardo A. Rodriguez | 1,632 | $130,000 | | Douglas H. Yaeger | 1,632 | $130,000 |

  27. Director Compensation for 2023

    | (3) No unvested stock awards were held by the non-management directors as of fiscal year end. For the aggregate number of shares of our common stock and phantom stock held by each member of our Board on March 1, 2024, see “Stock Ownership–Holdings of Officers and Directors” at page 39. |

  28. Director Compensation for 2023

    | (4) Reflects above-market earnings on Board fees deferred to cash under our Deferred Compensation Plan for Non-Employee Directors, which provides for payment of interest on cash deferrals at a rate equal to Moody’s Bond Indices Corporate AAA on the first business day of the plan year, plus 100 basis points, which, at January 3, 2023, was 5.69 percent. |

  29. Director Compensation for 2023

    | (5) Reflects charitable contributions made by our company or the ONE Gas Foundation, Inc., on behalf of members of our Board as follows: (a) matching contributions up to $5,000 per year to non-profit organizations of his or her choice pursuant to our Matching Grants Program for Directors of ONE Gas through our Community Investment Program; and (b) matching contributions to the United Way pursuant to our annual United Way contribution program. |

  30. Director Compensation for 2023

    | (6) Ms. Hersman’s annual cash and stock retainers were prorated to reflect her appointment to the Board on June 29, 2023. |

  31. BOARD QUALIFICATIONS

    | • | represent the long-term interests of all shareholders; and |

  32. DIRECTOR NOMINEES

    DIRECTOR NOMINEES Set forth below is certain information with respect to each nominee for election as a director, each of whom is a current director. In light of the experience, skills and qualifications of each of the nominees for election as a director as detailed below, our Board has concluded that each nominee should continue as a member of our Board.

  33. DIRECTOR NOMINEES

    | JOHN W. GIBSON Retired Chairman and Chief Executive Officer, ONEOK and ONEOK Partners GP, L.L.C. | Committee Member: Executive (Chair) Experience: ONEOK – Chairman of the Board (2011-2022); CEO (2007-2014); President (2010-2011); President of Energy (2000-2007) ONEOK Partners, GP, L.L.C. – Chairman of the Board (2007-2017); CEO (2007-2014) Koch Energy, Inc. – Executive Vice President (1995-2000) Phillips Petroleum (1977-1994) Exxon Company, USA (1974-1977) Public Company Boards: None Prior Public Company Boards: ONEOK (2007-2022) ONEOK Partners, GP, L.L.C. (2007-2017) Matrix Service Company (2016-2020) BOK Financial Corp (2008-2018) Skills and Qualifications: Strong skills in strategic leadership and strategic planning gained from over 28 years of executive management and board experience. Strong skills in operations gained from over 46 years in domestic and international operational and management positions, including oversight of the company’s natural gas distribution system operations prior to separation from ONEOK in 2014. Strong capital management/execution skills gained from over 46 years serving in various executive management positions with ONEOK, ONEOK Partners GP, L.L.C., Koch Energy, Inc. and Phillips Petroleum. Expertise in compliance, corporate governance, customer service/customer experience, energy/utility experience, environmental/safety, finance/accounting, human capital management, and risk management/risk oversight. Education: B.S. Engineering – Missouri University of Science & Technology | | | | | Position: Chairman of the Board | | | Age: 71 Director Since: 2014 Independent: No | |

  34. DIRECTOR NOMINEES

    | ONE Gas, Inc. Notice of 2024 Annual Meeting of Shareholders and Proxy Statement | 29 |

  35. DIRECTOR NOMINEES

    | TRACY E. HART President and Chief Executive Officer, Tarlton Corporation | Committee Member: Audit (Vice Chair), Corporate Governance, Executive Compensation Experience: Tarlton Corporation – President and CEO (1990-present) Waterhout Construction Company – President and CEO (2019-present) Public Company Boards: None Prior Public Company Boards: None Skills and Qualifications: Extensive capital management/execution and strategic leadership and strategic planning experience gained from over 30 years of experience with Tarlton Corporation and later, Waterhout Construction Company. Strong leadership skills gained from operating Tarlton Corporation and Waterhout Construction Company for over 30 years and service on the Fiduciary Board of Greater St. Louis, the Board of Trustees at St. Louis Children’s Hospital, and as lead independent director of the Executive Committee of Midwest BankCentre’s Legal Board of Directors. Elected the first woman chairperson of the Associated General Contractors of St. Louis, having served on the board since 1996. She also is the first woman to be named chairperson of the AGC Natural Quality in Construction Committee. Received recognition as a successful business leader including being awarded the University of Missouri-St. Louis Trailblazer Award for her accomplishments. Experience in compliance, corporate governance, customer service/customer experience, environmental/safety, finance and accounting, human capital management, operations, risk management/risk oversight, technology/security and social responsibility, community engagement, and inclusion and diversity experience as a result of her career in construction management and extensive community service. Education: B.A. English and Communications – University of Michigan | | | | | Age: 62 Director Since: 2018 Independent: Yes | |

  36. DIRECTOR NOMINEES

    | DEBORAH A. P. HERSMAN Former Chair, National Transportation Safety Board | Committee Member: Audit, Corporate Governance, Executive Compensation Experience: Waymo LLC, Chief Safety Officer (January 2019- December 2020) National Safety Council, President and Chief Executive Officer (2014-2019) National Transportation Safety Board, Board Member (2004-2014), Chair (2009-2014) Public Company Boards: NiSource Inc. (2019-present) Prior Public Company Boards: Velodyne (now OUSTER) (2021) Skills and Qualifications: Extensive environmental/safety and operations experience gained from serving as President and CEO of the National Safety Council (the “NSC”), America’s foremost nonprofit safety advocate focused on eliminating preventable deaths at work, in homes and communities, and as a board member and then chair of the National Transportation Safety Board (the “NTSB”), which is internationally recognized for investigations across all modes of transportation. She was appointed to her roles at the NTSB by Presidents Bush (2004) and Obama (2009, 2011, 2013) and unanimously confirmed by the Senate four times. Previously she served in a professional staff role for the U.S. Senate Commerce, Science and Transportation Committee, where she played key roles in crafting the Pipeline Safety Improvement Act of 2002 and legislation establishing a new model administration focused on bus and truck safety. Strong experience in compliance, corporate governance, human capital management, regulatory/legal/public advocacy, risk management/risk oversight, strategic leadership and strategic planning, and technology/security gained from her career in safety policy legislation and advocacy and current and previous directorships. Education: B.A. Political Science and International Studies – Virginia Tech M.S. Conflict Analysis and Resolution – George Mason University | | | | | Age: 53 Director Since: 2023 Independent: Yes | |

  37. DIRECTOR NOMINEES

    | 30 | ONE Gas, Inc. Notice of 2024 Annual Meeting of Shareholders and Proxy Statement |

  38. DIRECTOR NOMINEES

    | MICHAEL G. HUTCHINSON Retired Partner, Deloitte & Touche | Committee Member: Audit, Corporate Governance, Executive Compensation (Vice Chair) Experience: Westmoreland Coal Company – Interim CEO (2017-2019) (until conclusion of the company’s restructuring process) Deloitte & Touche – Partner (leading the energy and natural resources practice in Colorado (1998-2012); various positions (1990-1998) Public Company Boards: None Prior Public Company Boards: Whiting Petroleum Corporation (2019-2020) Westmoreland Coal Company (2012-2019) CoBiz Financial, Inc. (2017-2018) ONEOK Partners GP, L.L.C. (2015-2017) Skills and Qualifications: Extensive experience in finance/accounting gained from over 34 years in public accounting with Deloitte & Touche with a focus on the energy sector. Extensive experience with accounting principles, financial controls and evaluating financial statements of public companies in the energy sector, particularly from an auditor’s perspective. Strong capital management/execution skills gained from current and previous directorships for over 12 years. Extensive management experience, corporate governance, energy/utility experience, operations, strategic leadership and strategic planning, and accounting and financial expertise gained from his long career in public accounting and his current and previous directorships. Education: B.S. Business/Accounting – University of Northern Colorado | | | | | Age: 68 Director Since: 2014 Independent: Yes | |

  39. DIRECTOR NOMINEES

    | ROBERT S. McANNALLY President and Chief Executive Officer, ONE Gas | Committee Member: Executive Experience: ONE Gas, Inc. – President and CEO (2021-present); Senior Vice President and Chief Operating Officer (2020-2021); Senior Vice President, Operations (2015-2020) Energen Corporation – Senior Vice President, Customer Service and Marketing (2012-2015) Alagasco – Vice President, External Affairs and Strategic Planning (2009-2012) Private law practice (1990-2009) Public Company Boards: None Prior Public Company Boards: None Skills and Qualifications: Strong skills in executive management gained from over 14 years serving in various senior management roles at ONE Gas and Energen. Extensive operations and energy/utility experience gained from over 14 years working in various senior management roles at ONE Gas and Energen and service on the Board of Directors of the American Gas Association, Chair of the Board of Trustees of the American Gas Foundation and service to several other industry associations. Extensive experience in strategic leadership/strategic planning and capital management/execution gained from over 14 years in various management roles at ONE Gas and Energen. Strong environmental/safety, human capital management and compliance skills gained from implementing the safe operating culture at ONE Gas for over 9 years. Extensive legal, corporate governance, customer service/customer experience, risk management/risk oversight and technology/security experience. Education: B.A. History – Auburn University J.D. – University of Alabama | | | | | Position: Management Director | | | Age: 60 Director Since: 2021 Independent: No | |

  40. DIRECTOR NOMINEES

    | ONE Gas, Inc. Notice of 2024 Annual Meeting of Shareholders and Proxy Statement | 31 |

  41. DIRECTOR NOMINEES

    | PATTYE L. MOORE Business Strategy Consultant, Pattye Moore & Associates LLC | Committee Member: Audit, Corporate Governance (Vice Chair), Executive Compensation Experience: Pattye Moore & Associates LLC – Business Strategy Consultant (2004-present) Sonic Corp. – President (2002-2004); various senior management positions (1999-2002) Public Company Boards: ONEOK (2002-present) Prior Public Company Boards: Red Robin Gourmet Burgers (2007-2019) Sonic Corp. (2000-2006) Skills and Qualifications: Strong strategic leadership/strategic planning, customer service/customer experience, executive management, management development and leadership skills gained from over 12 years in numerous senior management positions at Sonic Corp. and service on various public boards for over 24 years as well as service as a director of privately-held QuikTrip Corporation, and current role as a business strategy consultant, speaker and the author of Confessions from the Corner Office, a book on leadership instincts, published by Wiley & Sons in 2007. Extensive energy/utility experience, having been on the board of ONEOK since 2002, including knowledge of the company’s natural gas distribution system operations prior to separation from ONEOK in 2014. Extensive corporate governance, finance/accounting, human capital management, risk management/risk oversight, marketing and brand development, and executive compensation skills. Service as a member of the board of numerous non-profit organizations, including serving as Chairman of the Board of the National Arthritis Foundation. Honored as a National Association of Corporate Directors (“NACD”) Board Leadership Fellow and was named to the NACD 2017 Directorship 100 List. Education: B.A. Journalism/Public Relations – University of Oklahoma | | | | | Age: 66 Director Since: 2014 Independent: Yes | |

  42. DIRECTOR NOMINEES

    | EDUARDO A. RODRIGUEZ President, Strategic Communications Consulting Group | Committee Member: Corporate Governance (Chair), Audit, Executive Compensation, Executive Experience: Strategic Communication Consulting Group – President (2005-present) Hunt Building Corporation – Executive Vice President (2001-2005) El Paso Electric Company – General Counsel (1986-1997), Senior Vice President, Customer and Corporate Services (1998-2000), Executive Vice President and Chief Operating Officer (2000-2001) Public Company Boards: ONEOK (2004-present) Prior Public Company Boards: None Skills and Qualifications: Extensive executive management and operations experience gained from senior management positions for over 24 years at Hunt Building Corporation and El Paso Electric Company, including service as Chief Operating Officer. Extensive energy/utility experience, customer service/customer experience and capital management/execution experience, having been on the board of ONEOK since 2004, including knowledge of the company’s natural gas distribution system operations prior to separation from ONEOK in 2014, and holding senior management positions at El Paso Electric Company for over 15 years. Extensive legal experience having practiced law for more than 40 years and being a licensed attorney in the states of Texas and New Mexico, and admitted to the United States District Court for the Western District of Texas. Entrepreneurial experience in a variety of industries and brings valuable experience in strategic leadership/strategic planning, regulatory, environmental/safety, corporate governance, compliance, finance/accounting, human capital management, and risk management/risk oversight to the Board. Education: B.A. Political Science/American History – Texas Tech University J.D. – St. Mary’s University School of Law | | | | | Position: Lead Independent Director | | | Age: 68 Director Since: 2014 Independent: Yes | |

  43. DIRECTOR NOMINEES

    | 32 | ONE Gas, Inc. Notice of 2024 Annual Meeting of Shareholders and Proxy Statement |

  44. RETIRING DIRECTORS

    RETIRING DIRECTORS

  45. RETIRING DIRECTORS

    | ROBERT B. EVANS Retired President and Chief Executive Officer, Duke Energy Americas | Committee Member: Audit (Chair), Corporate Governance, Executive Compensation, Executive Experience: Duke Energy Americas (a business unit of Duke Energy Corp.) – President and CEO (2004-2006) Energy Services (a business unit of Duke Energy Corp.) – Transition executive (2003) Duke Energy Gas Transmission – President (1998-2002); President and CEO (2002-2004) Texas Eastern Transmission and Algonquin Gas Transmission – Vice President of Marketing and Regulatory Affairs (1996-1998) Texas Eastern Transmission, various positions (1968-1996) Public Company Boards: Targa Resources GP LLC (2007-present) Targa Resources Corp. (2016-present) Prior Public Company Boards: New Jersey Resources Corp. (2009-2022) Sprague Resources, LP (2013 to 2018) Skills and Qualifications: Extensive operations and industry knowledge and experience with the natural gas transmission business and the wholesale natural gas trading business gained from over 52 years with Duke Energy and on the board of directors of Targa Resources Partners. Strong executive management skills gained from over 33 years in various executive management positions at Duke Energy and previous directorships with other energy companies. Strong corporate development skills gained from over 38 years with Duke Energy and Texas Eastern Transmission/Algonguin Gas Transmission. Expertise in financial and operational analysis, customer perspectives, safety, industry knowledge, compliance, risk management and oversight, accounting and financial expertise, and corporate governance. Education: B.S. Accounting – University of Houston | | | | | Age: 75 Director Since: 2014 Independent: Yes | |

  46. RETIRING DIRECTORS

    | ONE Gas, Inc. Notice of 2024 Annual Meeting of Shareholders and Proxy Statement | 33 |

  47. RETIRING DIRECTORS

    | DOUGLAS H. YAEGER Retired Chairman, President and Chief Executive Officer, Laclede Group, Inc. (now Spire Inc.) | Committee Member: Executive Compensation (Chair), Audit, Corporate Governance, Executive Experience: The Laclede Group (now Spire Inc.) – Chairman, President and CEO (1999-2012), President and Chief Operating Officer (1997-1999); Executive Vice President-Operations and Marketing (1995-1997); Senior Vice President – Operations, Gas Supply and Technical Services (1992-1995); Vice President-Planning (1990-1992) Mississippi River Transmission Corporation – Executive Vice President (1988-1990) Arkla Energy Marketing Company – Executive Vice President (1990) Public Company Boards: None Prior Public Company Boards: The Laclede Group, Inc. (now Spire Inc.) (1999-2012) Skills and Qualifications: Extensive executive management and operations experience in a variety of sectors in the oil and natural gas industry as a result of his service at Laclede for over 22 years. Extensive industry knowledge, in particular regulated utility industry experience, gained for over 22 years at Laclede. Mr. Yaeger also served on the board and Executive Committee of the American Gas Association and is a past Chairman of its Audit Committee. He also served as Chairman of the Missouri Energy Development Association and the Southern Gas Association. Strong skills in compliance and safety gained from over 40 years in the oil and natural gas industry including senior management positions responsible for operations. Extensive financial and operational analysis, accounting and financial expertise, corporate governance, and executive compensation experience. Education: B.S. Business/Marketing, Miami University of Ohio M.B.A. St. Louis University A.M.P. Harvard Business School | | | | | Age: 75 Director Since: 2014 Independent: Yes | |

  48. RETIRING DIRECTORS

    | 34 | ONE Gas, Inc. Notice of 2024 Annual Meeting of Shareholders and Proxy Statement |

  49. RETIRING DIRECTORS

    | PROPOSAL 2 – RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2024 |

  50. 2023 Performance Highlights

    | • | The market price of our common stock was $63.72 per share at December 29, 2023, an increase of approximately 89 percent for our long-term shareholders, from the closing price of $33.63 at the company’s inception on February 3, 2014. This represents an average annual increase in stock price of 8.7%. |

  51. 2023 Performance Highlights

    | • | This year, we introduced an environmental measure into our STI award program to reflect our long-term commitment to emissions reduction. We aspire to achieve a 55 percent reduction in Scope 1 emissions through our vintage pipeline replacement and protection program pipelines by 2035. In 2023, we reduced over 3,000 metric tons of carbon dioxide equivalent and achieved 104 percent of our annual goal. |

  52. Our Philosophy

    Our Philosophy We provide executive compensation programs designed to attract, engage, motivate, reward and retain highly effective executives who drive our success and who are leaders in our industry. We pay for performance in order to align the long-term interests of our executive officers with those of our stakeholders while also rewarding behaviors that drive collaboration, reliability and safety within our culture. The majority of our executives’ pay is in the form of variable compensation that is “at-risk” based on performance. At-risk components include annual STI cash awards and LTI awards which include PSUs and RSUs. We believe our executive compensation programs provide executive officers with a balanced mix of market-competitive base salaries, STI awards tied to achieving financial and operational targets, and LTI awards that promote long-term sustainable business results.

  53. Role of the Independent Executive Compensation Consultant

    Role of the Independent Executive Compensation Consultant The Committee engaged Meridian as the independent executive compensation consultant to advise them on matters related to executive and non-employee director compensation. This includes assessing the peer group and competitive market data, consulting on the company’s STI and LTI programs, informing the Committee of emerging practices, trends and changes in regulatory and corporate governance matters and reviewing the executive and non-employee director compensation programs and policies. The Committee regularly meets with its independent executive

  54. Role of the Independent Executive Compensation Consultant

    | 44 | ONE Gas, Inc. Notice of 2024 Annual Meeting of Shareholders and Proxy Statement |

  55. Role of the Independent Executive Compensation Consultant

    compensation consultant with and without management and has the sole authority to approve its fees and terms of engagement. Meridian reports directly to the Committee and does not provide any services or advice to management. However, it may meet from time to time with members of management as necessary to support its work on behalf of the Committee. As required by the Committee’s charter, the Committee annually reviews the independence of its executive compensation consultant, considering the factors set forth by the SEC and in the NYSE listing standards. For 2023, the Committee found that Meridian continues to meet the SEC rules and NYSE listing standards for independence.

  56. MARKET BENCHMARKING

    MARKET BENCHMARKING The Committee’s independent executive compensation consultant provides a competitive assessment of our executive compensation programs and the compensation of our executive officers, including the NEOs, using publicly available information from our peer group. Independent market salary survey data is utilized when public data is not available. The assessment includes annual base salaries, STI targets, LTI awards and total compensation opportunities. With input from its independent executive compensation consultant, the Committee considers the following selection criteria to identify the peer group:

  57. MARKET BENCHMARKING

    | • | Primary focus of the company is a utility company; and |

  58. MARKET BENCHMARKING

    | • | Similar character in areas such as revenue, market capitalization and number of customers. |

  59. MARKET BENCHMARKING

    After considering these criteria and recommendations from both its independent executive compensation consultant and management, the companies listed below were chosen by the Committee to comprise the peer group utilized for making 2023 pay decisions and reviewing overall executive compensation programs. The Committee evaluates the composition of the peer group at least annually and makes appropriate changes, as necessary. The 2024 peer group will remain unchanged from the below peer group except for the removal of South Jersey Industries, Inc. due to it being taken private in February 2023, and the addition of Black Hills Corporation. Alliant Energy Corporation • Atmos Energy Corporation • Avista Corporation IDACORP Inc. • New Jersey Resources Corporation Northwest Natural Holding Company • NorthWestern Energy Group, Inc. • Pinnacle West Capital Corporation PNM Resources Inc. Portland General Electric Company • South Jersey Industries, Inc. • Southwest Gas Holdings, Inc. • Spire, Inc. The Committee assessed the market competitiveness of our NEOs’ compensation based on the data provided by its independent executive compensation consultant. This data included the market benchmarks at the 25th, 50th and 75th percentiles for consideration for the following compensation components: base salary, STI target, target total cash compensation, target annualized grant date value of LTI awards and total target compensation.

  60. MARKET BENCHMARKING

    | ONE Gas, Inc. Notice of 2024 Annual Meeting of Shareholders and Proxy Statement | 45 |

  61. ELEMENTS OF OUR EXECUTIVE COMPENSATION PROGRAM FOR 2023

    | | Compensation Element | Objective | Type of Compensation | | | Base Salary | Provides continuous income to appropriately motivate and retain our executives based on a competitive market analysis and consideration for experience, performance and internal equity. | Annual cash compensation | | | STI Awards | Aligns executive efforts with the interests of stakeholders through key measures of the company’s financial and operational performance. Awards can be modified based on individual performance. | Annual cash compensation, earned based on performance against pre-established company goals and individual performance | | | RSUs | Promotes the alignment of executive interests with those of our stakeholders to support long-term equity ownership and retention. | Time-based RSUs that cliff vest in three years | | | PSUs | Aligns executive interests and performance with our stakeholders by rewarding sustained share price performance as well as promoting retention. | Performance-based stock units that cliff vest based on relative TSR over a three-year period | | | Benefits | Provides a safety net to protect against financial burdens that can result from illness, injury, disability or death. | Includes medical, dental, disability, life insurance and accidental death, which are the same as for the broader employee base | | | Retirement | Provides for basic retirement needs. Attracts and retains executives. | Can include 401(k), pension plans, NQDC Plan, SERP, and ESP Plan |

  62. Base Salary

    Base Salary The majority of compensation delivered to our NEOs is based on performance. Base salaries for our NEOs are set at competitive levels enabling the company to attract, engage, motivate, reward and retain our leadership team. This balanced approach aligns with our pay-for-performance compensation philosophy. The Committee considered the results of the market benchmarking analysis, the CEO’s recommendation, each NEO’s individual experience and sustained performance, internal equity and the compensation practices of our peer group to determine salaries in 2023. Salary increases are based on performance and bring base salaries closer to the market positioning identified by the independent executive compensation consultant. The base salary for Mr. Dinan remained the same due to market positioning in his role.

  63. Short-Term Incentive

    Short-Term Incentive Our 2023 STI awards were based on five measures–one financial measure, one environmental and three operational measures focused on safety.

  64. Short-Term Incentive

    | Measure | Weighting | Definition | | EPS | 70% | Based on diluted earnings per share for the year ended December 31, 2023, as computed in accordance with accounting principles generally accepted in the United States. | | ER | 7.5% | Emissions Reduction measured by the reduction of mtCO2e emissions through planned vintage main replacements and service line replacements. | | DART | 7.5% | Days Away, Restricted or Transferred Incident Rate calculated by multiplying the total number of recordable injuries and illnesses, or one or more restricted days that resulted in an employee transferring to a different job within the company by 200,000, and then dividing that number by the total number of hours worked by all employees. | | PVIR | 7.5% | The number of preventable vehicle incidents per 1,000,000 miles driven. | | ERT | 7.5% | The time that expires between the creation of an emergency order and the arrival of a first company responder to the scene expressed as the percentage of emergency orders with a response time of 30 minutes or less. |

  65. Short-Term Incentive

    Since EPS reflects our financial performance, the Committee has placed a weighting of 70 percent of the overall award on this measure. We believe that EPS is an appropriate measure to be used in determining short-term incentive compensation since it is:

  66. Short-Term Incentive

    | • | transparent and reflects the growth and performance of our operations; |

  67. Short-Term Incentive

    | • | a measure that aligns the interests of our NEOs with the interests of our stakeholders; |

  68. Short-Term Incentive

    | • | widely used by financial analysts and the investing public; and |

  69. Short-Term Incentive

    | • | used by a majority of our peer companies. |

  70. Short-Term Incentive

    This year, we introduced an environmental measure into our STI award program. A key component of our business and environmental strategy is reducing methane emissions with the aspiration to achieve our stated emission reduction goal. We set a goal of achieving a 55 percent reduction in Scope 1 emissions due to leaks from distribution pipelines by 2035, measured from a 2005 baseline and accounting for projected system growth. We expect to achieve this goal primarily through our vintage pipeline replacement and protection program. Pipeline replacement helps us maintain safe and reliable operations while decreasing emissions from our systems by replacing the higher-emitting pipe with a lower-emitting pipe. The new environmental measure rewards annual progress towards the 2035 emissions reduction goal. Safety is our number one core value and is the foundation of everything we do. The three operational STI measures reinforce our commitment to the safety and well-being of our employees, customers and communities by focusing on the importance of safe driving, public safety and reducing the severity of injuries. In addition to these company measures, an individual performance modifier ranging from 0–125 percent is used to recognize each executive’s individual performance against pre-established goals and objectives that support the company’s continued success such as:

  71. Short-Term Incentive

    | • | strategic planning and execution; |

  72. Short-Term Incentive

    | • | succession planning with a focus on developing, retaining and attracting a high performing workforce; |

  73. Short-Term Incentive

    | • | communication (internal and external); |

  74. Short-Term Incentive

    | • | industry and community leadership; and |

  75. Short-Term Incentive

    | • | commitment to inclusion and diversity. |

  76. Short-Term Incentive

    | ONE Gas, Inc. Notice of 2024 Annual Meeting of Shareholders and Proxy Statement | 47 |

  77. Short-Term Incentive

    Each NEO has a target opportunity that is established at the beginning of the performance year. The STI targets for all NEOs remained unchanged in 2023, with the exception of the CEO target, which increased from 90 percent to 100 percent. Mr. McAnnally’s STI target increased in 2023 to align with market.

  78. Short-Term Incentive

    | Name | 2023 STI Target Opportunity as a Percentage of Base Salary | | Robert S. McAnnally | 100% | | Caron A. Lawhorn | 65% | | Curtis L. Dinan | 65% | | Joseph L. McCormick | 65% | | Mark A. Bender | 55% |

  79. Short-Term Incentive

    For 2023, NEOs could earn up to 150 percent of their STI target opportunity prior to individual performance modifiers if maximum company performance goals are achieved. If threshold company performance goals are achieved, the threshold payout is 50 percent of each NEOs target opportunity. After achievement of the threshold award for any measure, the actual award percentage is interpolated for performance between threshold and target or target and maximum. No annual incentive is earned if the company’s performance is below the threshold. Individual awards under our STI plan are calculated using the following formula:

  80. Short-Term Incentive

    | Base Salaryx | STI Targetx | Companyx | Individual | | earned in 2023 | Opportunity | Performance Modifier | Performance Modifier |

  81. Short-Term Incentive

    The Committee engages in a rigorous process with its independent executive compensation consultant and management to determine the annual STI measures and potential awards. At its February 2023 meeting, the Committee established the threshold, target and maximum performance for the 2023 STI measures- based on the 2023 strategic and financial plan with consideration given to the company’s prior year performance.

  82. Short-Term Incentive

    | Performance Measure | Threshold (50% of Target) | Target (100% of Target) | Maximum (150% of Target) | Percentage Payable at Threshold | Percentage Payable at Target | Percentage Payable at Maximum | 2023 Actual Performance | 2023 Payout Percent | | EPS | $3.86 | $4.14 | $4.42 | 35.00% | 70.00% | 105.00% | $4.139 | 69.88% | | ER | 2,785 mtCO2e | 2,944 mtCO2e | 3,216 mtCO2e | 3.75% | 7.5% | 11.25% | 3,076 mtCO2e | 9.32% | | DART | 0.52 | 0.40 | 0.28 | 3.75% | 7.5% | 11.25% | 0.16 | 11.25% | | PVIR | 2.05 | 1.73 | 1.64 | 3.75% | 7.5% | 11.25% | 1.82 | 6.45% | | ERT | 62.75% | 63.25% | 64.0% | 3.75% | 7.5% | 11.25% | 64.81% | 11.25% | | Company Performance Modifier | | | | | | | | 108.15% |

  83. Short-Term Incentive

    Based on business performance relative to the established annual measures, the Committee certified a company performance modifier of 108.15 percent payout of target for the 2023 STI awards. The CEO evaluated the 2023 individual performance of each NEO through our annual performance assessment process. The CEO’s recommended individual performance modifiers for the NEOs are reviewed and approved by the Committee. The Committee, together with the Corporate Governance Committee, evaluates the CEO’s performance against established goals and objectives to determine his individual performance modifier. The Committee determined that the CEO had met the 2023 goals and assigned a rating of 100 percent for his individual performance. Individual performance modifiers for the other NEOs ranged from 102 percent to 107 percent.

  84. Short-Term Incentive

    | 48 | ONE Gas, Inc. Notice of 2024 Annual Meeting of Shareholders and Proxy Statement |

  85. Short-Term Incentive

    Below are the STI awards, reflecting the actual performance against the target and the individual performance modifiers applied for each of our NEOs for the 2023 plan year that were paid in March 2024:

  86. Short-Term Incentive

    | Name | Base Salary earned in 2023(1) | STI Target Opportunity | Company Performance Modifier | Individual Performance Modifier | STI Award | | Robert S. McAnnally | $735,000 | 100% | 108.15% | 100% | $794,902 | | Caron A. Lawhorn | $490,000 | 65% | 108.15% | 102% | $351,500 | | Curtis L. Dinan | $500,000 | 65% | 108.15% | 103% | $362,000 | | Joseph L. McCormick | $430,000 | 65% | 108.15% | 103% | $311,500 | | Mark A. Bender | $330,000 | 55% | 108.15% | 107% | $210,000 |

  87. Short-Term Incentive

    | (1) Base salary earned is calculated using the time in the role while earning a specific salary. This may differ slightly from what is stated in the Summary Compensation Table. |

  88. Long-Term Incentives

    Long-Term Incentives We granted LTI awards to our NEOs under our ECP consisting of PSUs and RSUs in 2023. The grants were awarded as 80 percent PSUs and 20 percent RSUs representing the same value mix as 2022. The Committee believes that this weighting further strengthens executive officers’ alignment with our stakeholders by only vesting PSUs based on how well the company performs compared to its peer group. The overall grant values were determined based on the market benchmarking data provided by our independent executive compensation consultant and the individual performance of each NEO, among other factors.

  89. Long-Term Incentives

    | Name | Value of PSUs | Value of RSUs | Value of 2023 Equity Grant(1) | | Robert S. McAnnally | $1,840,000 | $460,000 | $2,300,000 | | Caron A. Lawhorn | $480,000 | $120,000 | $600,000 | | Curtis L. Dinan | $520,000 | $130,000 | $650,000 | | Joseph L. McCormick | $400,000 | $100,000 | $500,000 | | Mark A. Bender | $260,000 | $65,000 | $325,000 |

  90. Long-Term Incentives

    | (1) Represents the grant date value approved by the Committee. The values displayed in the Summary Compensation Table represent the accounting value of the PSUs and RSUs may differ. |

  91. Long-Term Incentives

    Performance Stock Units PSUs are payable in common stock based on our TSR relative to the peer group approved by the Committee as shown below over a three-year performance period. In addition to encouraging retention, we believe PSUs provide incentives to our executives that align their interests and performance with those of our stakeholders through increased share ownership. The actual payout of the PSUs can range from 0 percent to 200 percent of the units originally awarded, as set by the Committee. For PSUs granted in 2023, the TSR beginning stock price for the Performance Period is the average of the closing stock price for the 20 trading days immediately preceding the beginning of the Performance Period. The TSR ending stock price for the Performance Period is the average of the closing stock price for the 20 trading days leading up to and including the last day of the Performance Period. This structure is aligned with industry practices. TSR is the total return on a company’s stock over the performance period with dividends reinvested into company stock as they are accrued. The number of PSUs awarded at the time of vesting is based on our TSR positioning as a percentage basis at the end of the three-year performance period as set forth in the following chart. If the actual TSR percentile rank falls between the stated percentile ranks set forth in the chart, the payout percentage is interpolated between the percentile rank above and below the actual percentile rank. No PSUs are earned if our TSR ranking at the end of the performance period is below the 25th percentile.

  92. Long-Term Incentives

    | ONE Gas, Inc. Notice of 2024 Annual Meeting of Shareholders and Proxy Statement | 49 |

  93. Long-Term Incentives

    | Percentile Rank | Payout (as a % of Target) | | 90th percentile and above | 200% | | 75th percentile | 150% | | 50th percentile | 100% | | 25th percentile | 50% | | Below the 25th percentile | 0% |

  94. Long-Term Incentives

    During the three-year performance period, dividend equivalents are accrued on both RSUs and PSUs. If the vesting provisions are achieved, these will be distributed as actual shares. If any PSUs are forfeited, the associated dividend equivalents are also forfeited. Dividend equivalents are also accrued with respect to the number of PSUs earned based on the company’s performance factor. The Committee approved the peer group for the 2023 PSU grant based on companies that are similar to ONE Gas in having:

  95. Long-Term Incentives

    | • | Notable gas utility operations; |

  96. Long-Term Incentives

    | • | Strong stock price correlations with ONE Gas; and |

  97. Long-Term Incentives

    | • | Similar peer companies. |

  98. Long-Term Incentives

    The peer group for the 2023 PSUs is as follows: Alliant Energy Corporation • Atmos Energy Corporation • Avista Corporation • Black Hills Corporation • CenterPoint Energy, Inc. Chesapeake Utilities • CMS Energy Corporation • New Jersey Resources Corporation • NiSource, Inc. Northwest Natural Holding Company • NorthWestern Energy Group, Inc. • Southwest Gas Holdings, Inc. • Spire, Inc. Restricted Stock Units RSUs are payable in common stock after a three-year vesting period, provided the NEO remains employed with the company through the vesting date. As with the PSUs, RSUs promote retention, increase long-term equity ownership and further promote the alignment of our executives’ interests with those of our stakeholders. We believe that it is important to have an element of compensation that is focused directly on retaining executives to help minimize the disruption associated with unplanned turnover. During the three-year vesting period, employees receiving a grant, including the NEOs, have their accounts credited with an amount equal to all ordinary cash dividends that would have been paid if shares were issued on the grant date. The dividend equivalents are deemed to be reinvested in common stock. If an employee, including an NEO, forfeits any RSUs, the dividend equivalents are also forfeited. Vesting of 2020 PSUs The 2020 PSU grants vested in February 2023. The Committee reviewed the company’s relative TSR performance during the performance period against the peer group and has determined that its 33 percent TSR result ranks ninth amongst the twelve peer companies. The Committee certified the performance with a corresponding payout of 66 percent of the target. The number of PSUs awarded in 2020 that could have been earned by each NEO based on achievement of the performance criteria at threshold, target and maximum performance levels are set forth in the Grants of Plan-Based Awards for 2020 in our 2021 proxy statement. The amounts shown in the table below represent the target number of PSUs awarded and the actual number of PSUs earned by each NEO for actual performance over the three-year performance period that vested in February 2023.

  99. 2020 PSUs

    2020 PSUs

  100. 2020 PSUs

    | Name | Target number of shares awarded | Number of shares Earned(1) | | Robert S. McAnnally | 3,534 | 2,552 | | Caron A. Lawhorn | 3,534 | 2,552 | | Curtis L. Dinan | 3,534 | 2,552 | | Joseph L. McCormick | 3,534 | 2,552 | | Mark A. Bender | 2,495 | 1,802 |

  101. 2020 PSUs

    | (1) Includes dividends |

  102. 2020 PSUs

    | 50 | ONE Gas, Inc. Notice of 2024 Annual Meeting of Shareholders and Proxy Statement |

  103. 2020 PSUs

    The peer group previously approved by the Committee for this grant for the purpose of peer TSR performance includes the companies below. South Jersey Industries was acquired prior to the completion of the three-year performance period and was removed from the final peer group TSR ranking. Alliant Energy Corporation • Atmos Energy Corporation • Avista Corporation • CenterPoint Energy, Inc. • Chesapeake Utilities CMS Energy Corporation • New Jersey Resources Corporation • NiSource, Inc. • Northwest Natural Holding Company NorthWestern Energy Group, Inc. • South Jersey Industries, Inc. • Southwest Gas Holdings, Inc. • Spire, Inc.

  104. RISK CONSIDERATIONS

    | Appropriate Risk | Risk Mitigation | | ✓Multiple incentive performance measures | • Our annual STI program features a balance of financial and operational measures | | ✓Measures aligned with shareholder value | • Our LTI program features multiple vehicles (RSUs and PSUs) and 3-year overlapping performance periods | | ✓Measures developed and reviewed across key stakeholder groups | • Our performance measures, performance goals and capital allocation require multiple approval levels and have oversight; the Committee reviews and approves the STI and performance-based LTI award goals at the beginning of each cycle | | ✓Balanced pay mix | • Our compensation program features an effective balance of STI and LTI compensation components to avoid placing too much value on any one element and is aligned with the market | | ✓Balance of formulaic and discretionary factors | • Our incentive awards incorporate both objective formulaic and subjective discretionary factors; the Committee retains full discretion | | ✓Capped awards | • Our short-term and long-term performance-based payments have capped performance modifiers at 150 percent for short-term and 200 percent for performance-based long-term awards | | ✓Reasonable CIC and severance benefits | • Our CIC and severance benefits are within common norms (cash CIC payments and acceleration of vesting of equity grants are also subject to “double trigger” requirements) and do not provide excessive incentives to seek unwarranted transactions | | ✓Clawback provisions in place | • Our clawback provisions extend beyond current legal requirements | | ✓Meaningful executive share ownership and consistent LTI practices | • Our share ownership guidelines, annual LTI award grants and vesting provisions create sustained and consistent ownership stakes |

  105. TERMINATION AND CHANGE IN CONTROL BENEFITS

    TERMINATION AND CHANGE IN CONTROL BENEFITS Our NEOs are eligible to participate in a CIC Severance Plan. The participants in the plan are reviewed and approved annually by the Committee and the full Board. The program is designed to encourage NEOs to focus on the best interests of stakeholders by alleviating concerns about possible detrimental impacts on their compensation and benefits under a potential change in control. The program is not intended to provide advantages to NEOs in association with executing a change in control transaction and it requires a double trigger (as described below) in order to take effect. The cash severance multiple varies by participant but is no greater than three times the participant’s salary and target STI. The cash severance and acceleration of unvested equity requires a double trigger of a CIC of the company followed by a “qualifying” termination of the executive’s employment. See page 65 for more information regarding the determination of when a “double trigger” has occurred. Qualifying terminations include involuntary termination by the company without cause or voluntary termination by the executive with “good reason.” Good reason includes:

  106. TERMINATION AND CHANGE IN CONTROL BENEFITS

    | • | Demotion or material reduction of authority or responsibility; |

  107. TERMINATION AND CHANGE IN CONTROL BENEFITS

    | • | Material reduction in base salary; |

  108. TERMINATION AND CHANGE IN CONTROL BENEFITS

    | • | Material reduction in annual incentive or LTI targets; |

  109. TERMINATION AND CHANGE IN CONTROL BENEFITS

    | • | Relocation of greater than 35 miles; or |

  110. TERMINATION AND CHANGE IN CONTROL BENEFITS

    | • | Failure of a successor to assume the CIC Severance Plan. |

  111. TERMINATION AND CHANGE IN CONTROL BENEFITS

    The plan does not provide for additional pension benefits upon a CIC. In addition, the plan does not provide for any tax gross-up of a participant for “golden parachute” excise taxes but provides plan participants a “best after-tax results” approach to such excise taxes in determining the benefit payable to a participant under the plan. Under this approach, the company will reduce the benefits payable to the participant to the extent necessary to avoid triggering the excise tax, but only if doing so would result in a higher after-tax payment to the participant. The following chart details the benefits received if a NEO were to be terminated or resign for a defined good reason following a change in control as well as an analysis of the benefit to the company and stakeholders:

  112. TERMINATION AND CHANGE IN CONTROL BENEFITS

    | CIC Benefit | Benefit Description | Benefit to Company and Stakeholders | | Cash Severance | 2x to 3x sum of base pay and target STI (3x CEO only) | Encourage NEOs to remain engaged and focused during transition | | Medical & Dental | Reimbursement of COBRA premiums for coverage of 18 months | Maintain health benefits at minimal cost to the company | | Tax Treatment | “Best after-tax results” approach | Enable CIC benefits to be delivered as intended | | Long-Term Incentives | Accelerated vesting and paid at target upon termination | Incent NEOs to stay throughout transition process |

  113. EMPLOYMENT AGREEMENTS

    EMPLOYMENT AGREEMENTS We do not enter into individual employment agreements with any of our NEOs. Instead, in general, the rights of our NEOs with respect to specific events are covered by our compensation and benefit plans, including our CIC Severance Plan.

  114. EMPLOYMENT AGREEMENTS

    | ONE Gas, Inc. Notice of 2024 Annual Meeting of Shareholders and Proxy Statement | 53 |

  115. SUMMARY COMPENSATION TABLE FOR 2023

    SUMMARY COMPENSATION TABLE FOR 2023

  116. SUMMARY COMPENSATION TABLE FOR 2023

    | Name and Principal Position | Year | Salary | Stock Awards(1) | Non-Equity Incentive Plan Compensation(2) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(3) | All Other Compensation(4) | Total | | Robert S. McAnnally President and Chief Executive Officer | 2023 | $735,000 | $2,838,820 | $794,902 | $- | $135,823 | $4,504,545 | | | 2022 | $675,000 | $2,152,533 | $532,170 | $- | $114,495 | $3,474,198 | | | 2021 | $544,943 | $1,537,575 | $405,369 | $- | $96,286 | $2,584,173 | | Caron A. Lawhorn(5) Senior Vice President and Chief Financial Officer | 2023 | $490,000 | $740,574 | $351,500 | $200,579 | $51,425 | $1,834,078 | | | 2022 | $470,000 | $717,485 | $284,000 | $- | $49,666 | $1,521,151 | | | 2021 | $435,000 | $554,074 | $294,000 | $332,836 | $49,441 | $1,665,351 | | Curtis L. Dinan Senior Vice President and Chief Operating Officer | 2023 | $500,000 | $802,259 | $362,000 | $718,692 | $50,934 | $2,433,885 | | | 2022 | $500,000 | $717,485 | $302,000 | $- | $51,654 | $1,571,139 | | | 2021 | $468,239 | $750,207 | $314,000 | $290,307 | $51,098 | $1,873,851 | | Joseph L. McCormick Senior Vice President, General Counsel and Assistant Secretary | 2023 | $430,000 | $617,204 | $311,500 | $114,491 | $61,285 | $1,534,480 | | | 2022 | $400,000 | $568,029 | $239,000 | $- | $59,292 | $1,266,321 | | | 2021 | $360,000 | $498,662 | $243,000 | $82,788 | $59,327 | $1,243,777 | | Mark A. Bender Senior Vice President, Administration and Chief Information Officer | 2023 | $330,000 | $401,171 | $210,000 | $- | $55,831 | $997,002 | | | 2022 | $325,000 | $388,644 | $163,000 | $- | $57,795 | $934,439 | | | 2021 | $312,500 | $360,123 | $174,000 | $- | $59,104 | $905,727 |

  117. SUMMARY COMPENSATION TABLE FOR 2023

    | (1) The amounts included in the table relate to RSUs and PSUs granted under our ECP and reflect the aggregate grant date fair value of such awards calculated pursuant to ASC Topic 718. Material assumptions used in the calculation of the value of these equity grants are included in Note 10 to our audited financial statements for the year ended December 31, 2023, included in our Annual Report on Form 10-K filed with the SEC on February 22, 2024. |

  118. SUMMARY COMPENSATION TABLE FOR 2023

    | The aggregate grant date fair value of RSUs for purposes of ASC Topic 718 was determined based on the closing price of our common stock on the grant date. With respect to the PSUs, the aggregate grant date fair value for purposes of ASC Topic 718 was determined using the probable outcome of the performance conditions as of the grant date based on a valuation model that considers the market condition (TSR) and uses assumptions developed from the referenced peer companies. The value included for the PSUs is based on 100 percent of the PSUs vesting at the end of the performance period. Using the maximum number of shares issuable upon vesting of the PSUs (200 percent of the units granted), the aggregate grant date fair value of the PSUs would be as follows: |

  119. SUMMARY COMPENSATION TABLE FOR 2023

    | Name | 2023 | 2022 | 2021 | | Robert S. McAnnally | $4,757,666 | $3,585,028 | $2,475,294 | | Caron A. Lawhorn | $1,241,176 | $1,195,009 | $908,105 | | Curtis L. Dinan | $1,344,590 | $1,195,009 | $1,220,320 | | Joseph L. McCormick | $1,034,349 | $946,121 | $817,344 | | Mark A. Bender | $672,295 | $647,225 | $590,277 |

  120. SUMMARY COMPENSATION TABLE FOR 2023

    | (2) Reflects STI awards earned in 2023, 2022, and 2021 and paid in 2024, 2023, and 2022, respectively, under our annual STI plan. For a discussion of the performance criteria established by the Committee for awards under the 2023 annual STI plan, see “2023 Performance and Compensation decisions—Short-Term Incentive” above on page 47. |

  121. SUMMARY COMPENSATION TABLE FOR 2023

    | (3) The amounts reflected represent the aggregate change during 2023 in the actuarial present value of the NEOs’ accumulated benefits under the Qualified Pension Plan and the SERP. For a description of these plans, see “Pension Benefits” below. The change in the present value of the accrued pension benefit is impacted by variables such as additional years of service, age and the discount rate used to calculate the present value of the change. For 2023, the change in pension value reflects an increase due to additional service and pay for pension plan participants and an increase in net present value due to the lower discount rate in effect on the measurement date (5.6 percent as of December 31, 2022, and 5.3 percent as of December 31, 2023) The Qualified Pension Plan was closed to new participants as of December 31, 2004. Ms. Lawhorn and Messrs. Dinan and McCormick participate in the Qualified Pension Plan. The SERP was closed to new participants on January 1, 2014, although no new participants had been added since 2005. Ms. Lawhorn and Mr. Dinan participate in the SERP. |

  122. SUMMARY COMPENSATION TABLE FOR 2023

    | 56 | ONE Gas, Inc. Notice of 2024 Annual Meeting of Shareholders and Proxy Statement |

  123. SUMMARY COMPENSATION TABLE FOR 2023

    | (4) Reflects (i) the amounts paid as our dollar-for-dollar match of contributions made by the NEO under our NQDC Plan, 401(k) Plan for Employees of ONE Gas, Inc. and Subsidiaries and Profit Sharing Plan and (ii) amounts paid for length of service awards as follows: |

  124. SUMMARY COMPENSATION TABLE FOR 2023

    | Name | Year | Match Under Nonqualified Deferred Compensation Plan(a) | Match Under 401(k) Plan(b) | Profit Sharing Plan(c) | Service Award(d)(e) | Imputed Income LTD(f) | Imputed Income GTL(g) | | Robert S. McAnnally | 2023 | $96,467 | $19,800 | $15,500 | $- | $492 | $3,564 | | | 2022 | $78,731 | $18,300 | $14,650 | $- | $492 | $2,322 | | | 2021 | $61,940 | $17,400 | $14,300 | $- | $492 | $2,154 | | Caron A. Lawhorn | 2023 | $26,640 | $19,800 | $- | $1,000 | $492 | $3,493 | | | 2022 | $27,540 | $18,300 | $- | $- | $492 | $3,334 | | | 2021 | $28,500 | $17,400 | $- | $- | $492 | $3,049 | | Curtis L. Dinan | 2023 | $28,320 | $19,800 | $- | $- | $492 | $2,322 | | | 2022 | $30,540 | $18,300 | $- | $- | $492 | $2,322 | | | 2021 | $32,054 | $17,400 | $- | $- | $492 | $1,152 | | Joseph L. McCormick | 2023 | $37,175 | $19,800 | $- | $800 | $492 | $3,018 | | | 2022 | $37,720 | $18,300 | $- | $- | $492 | $2,780 | | | 2021 | $38,980 | $17,400 | $- | $- | $492 | $2,455 | | Mark A. Bender | 2023 | $25,878 | $12,516 | $15,500 | $- | $492 | $1,445 | | | 2022 | $22,929 | $18,300 | $14,650 | $- | $492 | $1,424 | | | 2021 | $25,555 | $17,400 | $14,300 | $- | $492 | $1,357 |

  125. SUMMARY COMPENSATION TABLE FOR 2023

    | (a) For additional information on our NQDC Plan, see “Nonqualified Deferred Compensation for 2023” below on page 63. |

  126. SUMMARY COMPENSATION TABLE FOR 2023

    | (b) Our 401(k) Plan is a tax-qualified plan that covers substantially all of our employees. Employee contributions are discretionary. Subject to certain limits, we match 100 percent of employee contributions to the plan up to a maximum of 6 percent of eligible compensation. |

  127. SUMMARY COMPENSATION TABLE FOR 2023

    | (c) Represents amounts contributed by the company under the Profit Sharing Plan (PSP). Only Messrs. McAnnally and Bender participate in the PSP. |

  128. SUMMARY COMPENSATION TABLE FOR 2023

    | (d) Service awards are amounts paid to employees of the company upon milestone anniversaries with the company beginning upon the employee’s fifth anniversary with the company and continuing thereafter for every five years of service with the company. |

  129. SUMMARY COMPENSATION TABLE FOR 2023

    | (e) There are no tax gross-up payments in connection with cash service awards. |

  130. SUMMARY COMPENSATION TABLE FOR 2023

    | (f) Represents the value of imputed income related to long-term disability insurance. ONE Gas provides long-term disability insurance to all employees. |

  131. SUMMARY COMPENSATION TABLE FOR 2023

    | (g) Represents the value of imputed income related to group-term life insurance. ONE Gas provides group-term life insurance to all employees. |

  132. SUMMARY COMPENSATION TABLE FOR 2023

    | (5) Ms. Lawhorn retired effective December 31, 2023. |

  133. SUMMARY COMPENSATION TABLE FOR 2023

    The NEOs received no other perquisites or other personal benefits from the company in 2023.

  134. SUMMARY COMPENSATION TABLE FOR 2023

    | ONE Gas, Inc. Notice of 2024 Annual Meeting of Shareholders and Proxy Statement | 57 |

  135. GRANTS OF PLAN-BASED AWARDS FOR 2023

    GRANTS OF PLAN-BASED AWARDS FOR 2023 The following table reflects the grants of plan-based awards to the NEOs during 2023.

  136. GRANTS OF PLAN-BASED AWARDS FOR 2023

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units(3) | Grant Date Fair Value of Stock Awards(4) | | Name | Grant Date | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | Robert S. McAnnally | | | | | | | | | | | Restricted Unit | 2/17/2023 | | | | | | | 5,624 | $459,987 | | Performance Unit | 2/17/2023 | | | | 11,249 | 22,497 | 44,994 | | $2,378,833 | | Short-Term Incentive | 1/1/2023 | $- | $735,000 | $1,378,125 | | | | | | | Caron A. Lawhorn | | | | | | | | | | | Restricted Unit | 2/17/2023 | | | | | | | 1,467 | $119,986 | | Performance Unit | 2/17/2023 | | | | 2,935 | 5,869 | 11,738 | | $620,588 | | Short-Term Incentive | 1/1/2023 | $- | $318,500 | $597,188 | | | | | | | Curtis L. Dinan | | | | | | | | | | | Restricted Unit | 2/17/2023 | | | | | | | 1,589 | $129,964 | | Performance Unit | 2/17/2023 | | | | 3,179 | 6,358 | 12,716 | | $672,295 | | Short-Term Incentive | 1/1/2023 | $- | $325,000 | $609,375 | | | | | | | Joseph L. McCormick | | | | | | | | | | | Restricted Unit | 2/17/2023 | | | | | | | 1,223 | $100,029 | | Performance Unit | 2/17/2023 | | | | 2,446 | 4,891 | 9,782 | | $517,174 | | Short-Term Incentive | 1/1/2023 | $- | $279,500 | $524,063 | | | | | | | Mark A. Bender | | | | | | | | | | | Restricted Unit | 2/17/2023 | | | | | | | 795 | $65,023 | | Performance Unit | 2/17/2023 | | | | 1,590 | 3,179 | 6,358 | | $336,147 | | Short-Term Incentive | 1/1/2023 | $- | $181,500 | $340,313 | | | | | |

  137. GRANTS OF PLAN-BASED AWARDS FOR 2023

    | (1) Reflects amounts that could be earned pursuant to our annual officer STI plan. The plan provides that our NEOs may receive annual STI awards based on the performance of the company measured by financial (EPS) and operational factors (ER, PVIR, DART and ERT) and individual performance during the relevant fiscal year. Company targets and individual goals are established annually by the Committee. The Committee establishes annual target awards for each officer expressed as a percentage of their base salaries. The actual amounts earned by the NEOs in 2023 under the plan and paid in 2023 are set forth under the “Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table for 2023 above. For each performance measure of our annual officer STI plan, no incentive amount would be paid for that measure unless the company’s actual result exceeds the established threshold levels. If the company’s actual results are below the threshold level, the percentage payable for that measure is zero. For the 2023 STI plan, the payout range based on the performance of the company was 50–150 percent and the personal modifier ranged from 0–125 percent. The threshold amounts reflected in the table apply a personal modifier of 0 percent. The maximum amounts reflected in the table apply a personal modifier of 125 percent to the 150 percent company performance payout. |

  138. GRANTS OF PLAN-BASED AWARDS FOR 2023

    | (2) Reflects the PSUs that could be earned pursuant to awards granted under our ECP that vest three years from the date of grant, at which time the holder is entitled to receive a percentage (0 to 200 percent) of the PSUs granted based on achievement of performance criteria. If actual performance is below the threshold level, the percentage of PSUs earned is zero. For this period, the criteria is our TSR over the period of January 1, 2023, to December 31, 2025, compared with the TSR of the peer group. The TSR beginning stock price for the Performance Period is the average of the closing stock price for the 20 trading days immediately preceding the beginning of the Performance Period. The TSR ending stock price for the Performance Period is the average of the closing stock price for the 20 trading days leading up to and including the last day of the Performance Period. If our actual relative TSR is between the stated performance levels, the percentage of PSUs earned is interpolated between the stated performance levels. One share of our common stock is payable for each performance unit that vests, plus accrued dividends. |

  139. GRANTS OF PLAN-BASED AWARDS FOR 2023

    | (3) Reflects RSUs granted under our ECP that vest three years from the date of grant based on continued employment, at which time vested RSUs are settled in shares of our common stock, plus accrued dividends. |

  140. GRANTS OF PLAN-BASED AWARDS FOR 2023

    | (4) The aggregate grant date fair value of the RSUs for purposes of ASC Topic 718 was determined based on the closing price of our common stock on the grant date. With respect to the PSUs, the aggregate grant date fair value for purposes of ASC Topic 718 was determined using the probable outcome of the performance conditions as of the grant date based on a valuation model that considers market conditions (such as TSR) and using assumptions developed from historical information of each of the peer companies referenced under “2023 Performance and Compensation Decisions—Long Term Incentives” above. This amount is consistent with the estimate of aggregate compensation cost to be recognized over the performance period determined as of the grant date under ASC Topic 718. The value presented is based on 100 percent of the PSUs vesting at the end of the three-year performance period. |

  141. GRANTS OF PLAN-BASED AWARDS FOR 2023

    All termination provisions related to the above-mentioned incentive plans are detailed in the Potential Post-Employment Payments and Payments Upon a Change in Control section on page 64.

  142. GRANTS OF PLAN-BASED AWARDS FOR 2023

    | 58 | ONE Gas, Inc. Notice of 2024 Annual Meeting of Shareholders and Proxy Statement |

  143. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2023

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2023 The following table shows the outstanding equity awards held by the NEOs as of December 31, 2023.

  144. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End

  145. Outstanding Equity Awards at Fiscal Year-End

    | | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested(1)(3) | Market Value of Shares or Units of Stock That Have Not Vested | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(2)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested | | Robert S. McAnnally | 15,221 | $969,888 | - | $- | | Caron A. Lawhorn(4) | 4,708 | $300,013 | - | $- | | Curtis L. Dinan | 5,408 | $344,594 | - | $- | | Joseph L. McCormick | 3,955 | $252,033 | - | $- | | Mark A. Bender | 2,716 | $173,033 | - | $- |

  146. Outstanding Equity Awards at Fiscal Year-End

    | (1) Represents RSUs that have not yet vested. RSUs vest three years from the date of grant, at which time the grantee is entitled to receive one share of our common stock for each vested RSU, plus accrued dividends. RSUs accrue dividend equivalents from the date of grant through the vesting date, which are only paid out to the extent that the associated RSUs vest. RSUs are scheduled to vest as set forth in the following table: |

  147. OPTION EXERCISES AND STOCK VESTED FOR 2023

    OPTION EXERCISES AND STOCK VESTED FOR 2023 The following table sets forth stock awards held by the NEOs that vested during 2023. The company has not awarded any options; therefore, no NEO exercised any options during 2023, and no NEO or other employee currently holds any unexercised options.

  148. Stock Vested

    Stock Vested

  149. Stock Vested

    | | Stock Awards(1) | | | Name | Number of Shares Acquired on Vesting | Value Realized on Vesting(2) | | Robert S. McAnnally | 10,830 | $885,750 | | Caron A. Lawhorn | 3,518 | $287,724 | | Curtis L. Dinan | 3,518 | $287,724 | | Joseph L. McCormick | 3,518 | $287,724 | | Mark A. Bender | 2,485 | $203,242 |

  150. Stock Vested

    | (1) Certain of the NEOs elected to have vested shares withheld to cover applicable state and federal taxes incurred upon vesting. As a result, the net shares received upon the vesting and the related net value realized are displayed above. |

  151. Stock Vested

    | 60 | ONE Gas, Inc. Notice of 2024 Annual Meeting of Shareholders and Proxy Statement |

  152. Stock Vested

    | Name | Net Shares Acquired on Vesting | Net Value Realized on Vesting | | Robert S. McAnnally | 6,009 | $491,476 | | Caron A. Lawhorn | 1,904 | $155,728 | | Curtis L. Dinan | 1,906 | $155,892 | | Joseph L. McCormick | 1,900 | $155,401 | | Mark A. Bender | 1,315 | $107,554 |

  153. Stock Vested

    | (2) The value realized on vesting represents the market value of the shares received based on the closing price of our common stock on the NYSE on the date of vesting. |

  154. PENSION BENEFITS FOR 2023

    PENSION BENEFITS FOR 2023 The following table sets forth the estimated present value of accumulated benefits as of December 31, 2023, and payments made during 2023, in respect to each NEO under the referenced retirement plans.

  155. Pension Benefits

    Pension Benefits

  156. Pension Benefits

    | Name | Plan Name | Number of Years Credited Service | Present Value of Accumulated Benefit(1) | Payments During Last Fiscal Year | | Robert S. McAnnally | Supplemental Executive Retirement Plan | -(2) | $- | $- | | | Qualified Pension Plan | -(2) | $- | $- | | Caron A. Lawhorn | Supplemental Executive Retirement Plan | 25.25 | $2,252,206 | $- | | | Qualified Pension Plan | 25.25 | $1,644,282 | $- | | Curtis L. Dinan | Supplemental Executive Retirement Plan | 20.00(3) | $3,475,860 | $- | | | Qualified Pension Plan | 20.00(3) | $954,148 | $- | | Joseph L. McCormick | Supplemental Executive Retirement Plan | | $- | $- | | | Qualified Pension Plan | 21.00(4) | $1,276,179 | $- | | Mark A. Bender | Supplemental Executive Retirement Plan | -(5) | $- | $- | | | Qualified Pension Plan | -(5) | $- | $- |

  157. Pension Benefits

    | (1) Each executive officer’s benefit is determined as of age 62 when an unreduced benefit can be received under the SERP and Qualified Pension Plan. The present value of the unreduced benefit is determined using the assumptions from a measurement date of December 31, 2023. Material assumptions used in the calculation of the present value of accumulated benefits are included in Note 11 to our audited financial statements for the year ended December 31, 2023, included in our Annual Report on Form 10-K filed with the SEC on February 22, 2024. |

  158. Pension Benefits

    | (2) Mr. McAnnally is not a participant in the SERP or the Qualified Pension Plan. |

  159. Pension Benefits

    | (3) Mr. Dinan’s actual service is 19 years and ten months. There is no resulting benefit augmentation with respect to the additional two months credited to Mr. Dinan’s years of service. |

  160. Pension Benefits

    | (4) Mr. McCormick’s actual service is 20 years and ten months. There is no resulting benefit augmentation with respect to the additional two months credited to Mr. McCormick’s years of service. Mr. McCormick is not a participant in the SERP. |

  161. Pension Benefits

    | (5) Mr. Bender is not a participant in the SERP or the Qualified Pension Plan. |

  162. Pension Benefits

    Qualified Pension Plan. The Qualified Pension Plan is a defined benefit pension plan qualified under the Internal Revenue Code. On December 31, 2023, the plan covered non-bargaining unit employees hired prior to January 1, 2005, and certain bargaining-unit employees. Also, on December 31, 2023, non-bargaining unit employees hired after December 31, 2004, employees represented by Local No. 304 of the International Brotherhood of Electrical Workers hired on or after July 1, 2010, employees represented by United Steelworkers hired on or after December 15, 2011, and employees who accepted a one-time opportunity to opt out of the Qualified Pension Plan were covered by our Profit Sharing Plan. On December 30, 2022, the Profit Sharing Plan merged with and into the 401(k) Plan. Benefits under the Qualified Pension Plan generally become vested and non-forfeitable after completion of five years of continuous employment. Under the plan, a vested participant receives a monthly retirement benefit at normal retirement age unless an early retirement benefit is elected

  163. Pension Benefits

    | ONE Gas, Inc. Notice of 2024 Annual Meeting of Shareholders and Proxy Statement | 61 |

  164. Pension Benefits

    under the plan, in which case the retirement benefit may be actuarially reduced for early commencement. Generally, participants retiring on or after age 62 through the normal retirement age receive 100 percent of their accrued monthly benefit which may be reduced depending on the optional form of payment elected at retirement. Benefits are calculated at retirement date based on a participant’s credited service (limited to a maximum of 35 years) and final average earnings. The earnings utilized in the retirement plan benefit formula in the Qualified Pension Plan for employees include the base salary and STI compensation paid to an employee during the period of the employee’s final average earnings, less any amounts deferred under the NQDC Plan. The period of final average earnings means the employee’s highest earnings during any 60 consecutive months of the last 120 months of employment. For any NEO who retires with vested benefits under the plan, the compensation shown as “Salary” and “Non-Equity Incentive Plan Compensation” in the Summary Compensation Table for 2023 would be considered eligible compensation in determining benefits, except that the plan benefit formula takes into account only fixed percentages of final average earnings. The amount of eligible compensation that may be considered in calculating retirement benefits is also subject to limitations in the Internal Revenue Code and the limitations contained in certain collective bargaining agreements applicable to the plan. SERP. We maintain a SERP in order to provide supplemental retirement benefits to certain officers. The SERP provides that officers may be selected for participation in a supplemental retirement benefit or an excess retirement benefit, or both. If a participant is eligible for both the supplemental retirement benefit and the excess retirement benefit, the excess retirement benefit and benefits payable under the Qualified Pension Plan are treated as an offset that reduces the supplemental retirement benefit. Participants in the SERP were selected by the CEO. Our Board may amend or terminate the SERP at any time, provided that accrued benefits to current participants may not be reduced. No new participants have been added to our SERP since 2005, and the SERP was closed to any additional participants as of January 1, 2014. Part A of the SERP is an “excess” benefit that is intended to make up for the benefits not paid to our NEOs from the Qualified Pension Plan, because of the government limits applicable to qualified plans. The formula in Part A of the SERP is the same as the formula used in our Qualified Pension Plan but uses only eligible earnings above the qualified plan limits. As of December 31, 2023, two NEOs were active participants, Mr. Dinan and Ms. Lawhorn. Supplemental benefits payable to participating employees in the SERP under Part B are based upon a specified percentage (reduced for early retirement and commencement of payment of benefits under the SERP) of the highest 36 consecutive months’ compensation of the employee’s last 60 months of service. The excess retirement benefit under the SERP pays a benefit equal at least to the benefit that would be payable to the participant under the Qualified Pension Plan if limitations imposed by the Internal Revenue Code were not applicable, less the benefit payable under the Qualified Pension Plan with such limitations. Benefits under the SERP are offset by the payment of benefits under the Qualified Pension Plan that were or would have been paid if the Qualified Pension Plan benefits were commenced at the same time as the SERP benefits. We fund benefits payable under the SERP through a rabbi trust arrangement.

  165. Pension Benefits

    | 62 | ONE Gas, Inc. Notice of 2024 Annual Meeting of Shareholders and Proxy Statement |

  166. NONQUALIFIED DEFERRED COMPENSATION FOR 2023

    NONQUALIFIED DEFERRED COMPENSATION FOR 2023 The following table sets forth certain information regarding the participation by the NEOs in our NQDC Plan.

  167. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation

  168. Nonqualified Deferred Compensation

    | Name | Year | Executive Contributions in Last Fiscal Year | Registrant Contributions in Last Fiscal Year(1) | Aggregate Earnings in Last Fiscal Year(2) | Aggregate Withdrawals / Distributions | Aggregate Balance at Fiscal Year End(3) | | Robert S. McAnnally | 2023 | $89,967 | $96,467 | $73,377 | $- | $1,025,705 | | | 2022 | $236,435 | $78,731 | $(25,035) | $- | $765,894 | | | 2021 | $54,494 | $61,940 | $6,890 | $- | $475,763 | | Caron A. Lawhorn | 2023 | $116,100 | $26,640 | $189,748 | $- | $2,318,777 | | | 2022 | $114,600 | $27,540 | $(283,893) | $- | $1,986,289 | | | 2021 | $65,250 | $28,500 | $85,138 | $- | $2,128,043 | | Curtis L. Dinan(4) | 2023 | $70,200 | $1,517,453 | $1,733,784 | $93,656 | $33,873,881 | | (5) | 2022 | $71,400 | $1,406,298 | $1,431,466 | $- | $30,646,100 | | (6) | 2021 | $73,059 | $1,318,334 | $7,004,521 | $16,020 | $27,736,936 | | Joseph L. McCormick | 2023 | $167,250 | $37,175 | $514,510 | $- | $3,092,437 | | | 2022 | $160,750 | $37,720 | $(474,805) | $- | $2,373,502 | | | 2021 | $161,000 | $38,980 | $421,912 | $- | $2,649,836 | | Mark A. Bender | 2023 | $16,500 | $25,878 | $93,735 | $- | $499,052 | | | 2022 | $16,250 | $22,929 | $(76,387) | $- | $362,939 | | | 2021 | $15,625 | $25,555 | $68,753 | $- | $400,147 |

  169. Nonqualified Deferred Compensation

    | (1) The “All Other Compensation” column of, and related footnote to, the Summary Compensation Table on page 56 includes the amounts paid under our NQDC Plan as our excess matching contributions with respect to our 401(k) Plan. |

  170. Nonqualified Deferred Compensation

    | (2) There were no above-market earnings in 2023, 2022, or 2021. |

  171. Nonqualified Deferred Compensation

    | (3) Includes amounts previously reported in the Summary Compensation Table in the previous years when earned if that officer’s compensation was required to be disclosed in a previous year. Amounts reported in such years include previously earned, but deferred, salary and annual incentive awards, company matching contributions, and shares that were deferred upon vesting and the dividend equivalents accumulated on these deferrals. |

  172. Nonqualified Deferred Compensation

    | (4) Includes the value of 25,130 ONEOK shares the receipt of which was deferred by Mr. Dinan upon vesting in January 2010, 27,594 ONEOK shares the receipt of which was deferred by Mr. Dinan upon vesting in January 2011, 74,504 ONEOK shares the receipt of which was deferred upon vesting in January 2012, 56,000 ONEOK shares the receipt of which was deferred upon vesting in January 2013, and 48,738 ONE Gas shares issued upon our separation from ONEOK, in the case of 2010, 2011, 2012 and 2013, under the deferral provisions of ONEOK’s Equity Compensation Plan, plus the dividend accumulation on these deferrals for a year-end deferred share balance of 320,717, 339,862 and 360,349 for 2021, 2022, and 2023, respectively, in ONEOK shares and 59,676, 61,537 and 63,813 for 2021, 2022 and 2023, respectively, in ONE Gas shares. |

  173. Nonqualified Deferred Compensation

    | (5) Includes the value of 25,130 ONEOK shares, the receipt of which was deferred by Mr. Dinan upon vesting in January 2010, 27,594 ONEOK shares the receipt of which was deferred by Mr. Dinan upon vesting in January 2011, 74,504 ONEOK shares the receipt of which was deferred upon vesting in January 2012, 56,000 ONEOK shares the receipt of which was deferred upon vesting in January 2013, and 48,738 ONE Gas shares issued upon our separation from ONEOK, in the case of 2010, 2011, 2012 and 2013, under the deferral provisions of ONEOK’s Equity Compensation Plan, plus the dividend accumulation on these deferrals for a year-end deferred share balance of 298,905, 320,717 and 339,862 for 2020, 2021, and 2022, respectively, in ONEOK shares and 57,768, 59,676 and 61,537 for 2020, 2021 and 2022, respectively, in ONE Gas shares. |

  174. Nonqualified Deferred Compensation

    | (6) Includes the value of 25,130 ONEOK shares the receipt of which was deferred by Mr. Dinan upon vesting in January 2010, 27,594 ONEOK shares the receipt of which was deferred by Mr. Dinan upon vesting in January 2011, 74,504 ONEOK shares the receipt of which was deferred upon vesting in January 2012, 56,000 ONEOK shares the receipt of which was deferred upon vesting in January 2013, and 48,738 ONE Gas shares issued upon our separation from ONEOK, in the case of 2010, 2011, 2012 and 2013, under the deferral provisions of ONEOK’s Equity Compensation Plan, plus the dividend accumulation on these deferrals for a year-end deferred share balance of 269,515, 298,905 and 320,717 for 2019, 2020, and 2021, respectively, in ONEOK shares and 56,239, 57,768 and 59,676 for 2019, 2020 and 2021, respectively, in ONE Gas shares. |

  175. Nonqualified Deferred Compensation

    We maintain a NQDC Plan to provide select employees with the option to defer portions of their compensation and provide nonqualified deferred compensation benefits that are not otherwise available due to limitations on employer and employee contributions to qualified defined contribution plans under the federal tax laws. We match contributions for the benefit of plan participants to replace any company contributions a participant may lose because of limits imposed under the federal tax laws on contributions by a participant in the 401(k) Plan, as well as participants in the Qualified Pension Plan who do not participate in the SERP. The NQDC Plan also allows for supplemental credit amounts, which are amounts that can be contributed at the discretion of the Committee. Under the NQDC Plan, participants have the option to defer a portion of their salary and/or STI compensation to a short-term deferral account, which pays out a minimum of five years from the date of election to defer compensation into the short-term deferral account, or to a long-term deferral account, which pays out at retirement or termination of the participant’s employment. Participants are immediately 100 percent vested.

  176. Nonqualified Deferred Compensation

    | ONE Gas, Inc. Notice of 2024 Annual Meeting of Shareholders and Proxy Statement | 63 |

  177. Nonqualified Deferred Compensation

    Short-term and long-term deferral accounts are credited with the actual investment return based on the amount of gains, losses and earnings for each of the investment options selected by the participant. For the year ended December 31, 2023, the investment return for the investment options for short-term and long-term investment accounts were as follows:

  178. Nonqualified Deferred Compensation

    | Fund Name | Plan Level Returns | | American Funds American Mutual R5E (RMFHX) | 9.57% | | Carillon Scout Mid Cap I (UMBMX) | 12.73% | | Delaware Small Cap Value Instl (DEVIX) | 9.56% | | Federated Government Obligation (GOIXX) | 4.98% | | Fidelity Balanced (FBALX) | 21.60% | | Invesco Government & Agency Portfolio (AGPXX) | 5.08% | | JPMorgan Large Cap Growth R6 (JLGMX) | 34.95% | | JPMorgan Small Cap Equity R5 (JSERX) | 12.10% | | MFS International Diversification R3 (MDIHX) | 14.01% | | Loomis Sayles Investment Grade Fund Bond (LIGRX) | 7.34% | | Fidelity Global ex US Index Fund (FSGGX) | 15.59% | | Fidelity 500 Index Fund (FXAIX) | 26.29% | | Fidelity Mid Cap Index Fund (FSMDX) | 17.21% | | Fidelity Small Cap Index Fund (FSSNX) | 17.12% | | Fidelity Bond US Index Fund (FXNAX) | 55.00% | | Vanguard PRIMECAP Adm (VPMAX) | 28.18% | | American Funds Target Date 2010 Retirement Fund R6 | 8.67% | | American Funds Target Date 2015 Retirement Fund R6 | 9.57% | | American Funds Target Date 2020 Retirement Fund R6 | 10.46% | | American Funds Target Date 2025 Retirement Fund R6 | 11.94% | | American Funds Target Date 2030 Retirement Fund R6 | 14.52% | | American Funds Target Date 2035 Retirement Fund R6 | 16.90% | | American Funds Target Date 2040 Retirement Fund R6 | 19.33% | | American Funds Target Date 2045 Retirement Fund R6 | 20.15% | | American Funds Target Date 2050 Retirement Fund R6 | 20.83% | | American Funds Target Date 2055 Retirement Fund R6 | 21.40% | | American Funds Target Date 2060 Retirement Fund R6 | 21.61% | | American Funds Target Date 2065 Retirement Fund R6 | 21.55% |

  179. Nonqualified Deferred Compensation

    At the distribution date, cash is distributed to participants based on the fair market value of the deemed investment of the participant’s accounts at that date. We fund benefits payable under the NQDC Plan through a rabbi trust arrangement.

  180. CEO PAY RATIO FOR 2023

    CEO PAY RATIO FOR 2023 In accordance with the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the SEC adopted Regulation S-K Item 402(u) requiring registrants to disclose (i) the median of the annual total compensation of all employees of the registrant, except the principal executive officer, (ii) the annual total compensation of the principal executive officer of the registrant, and (iii) the ratio of the median of the annual total compensation of all employees of the registrant to the principal executive officer’s annual total compensation (the “CEO Pay Ratio”). Having reported the same median employee in our 2021, 2022 and 2023 proxy statements, we identified a new median employee using the total cash compensation for all our employees (whether full-time, part-time, seasonal or temporary) other than the CEO who was employed and received Form W-2 Box 1 earnings as of December 31, 2023. Specifically, we used Form W-2 Box 1 compensation minus any compensation received from the vesting of LTIs (i.e., PSU and RSU vesting) in 2023. We excluded any compensation related to LTIs since PSUs and RSUs are not widely used throughout the company. Less than 5 percent of our employee population receives LTI grants. We did not annualize the compensation for any partial-year permanent employees. Since annual short-term incentives are used widely throughout our employee population, we believe total cash compensation which includes short-term incentives is a consistently applied compensation measure that is the most representative measure of compensation for identifying our median employee. No other estimates, assumptions or adjustments were used in identifying our median employee. After we identified our median employee, we calculated the median employee’s annual total compensation in the same manner we calculate the annual total compensation of the NEOs in the Summary Compensation Table, which includes base salary plus overtime, if any, short-term incentives, change in pension value and all other compensation. We then calculated the ratio of the CEO’s annual total compensation ($4,504,545) to the median employee’s annual total compensation ($86,092). The ratio between the annual total compensation of our CEO to the median of the annual total compensation of all of our employees is 52:1. This ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. We believe the methodology, assumptions, and estimates described above to be reasonable, given our specific employee population. The SEC rules grant companies flexibility in determining the methodology, assumptions and estimates used to comply with the requirements of this disclosure. As acknowledged by the SEC, this flexibility could reduce the comparability of disclosed pay ratios across companies, and our pay ratio may not necessarily be representative or comparable to the ratios disclosed by other companies.

  181. CEO PAY RATIO FOR 2023

    | 68 | ONE Gas, Inc. Notice of 2024 Annual Meeting of Shareholders and Proxy Statement |

  182. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between “compensation actually paid” to our CEO and our other NEOs and certain financial performance of the company. Compensation actually paid, as determined under SEC requirements, does not reflect the actual amount of compensation earned by or paid to our executive officers during a covered year. For further information concerning the company’s pay-for-performance philosophy and how the company aligns executive compensation with the company’s performance, refer to the Compensation Discussion and Analysis.

  183. Pay versus Performance Table

    Pay versus Performance Table

  184. Pay versus Performance Table

    | | Summary Compensation Table Total for CEO (McAnnally) | | | | Average Summary Compensation Table Total for Other NEOs | | Value of Initial Fixed $100 Investment Based On: | | | | | Year (1) | | Compensation Actually Paid to CEO (McAnnally) (2) | Summary Compensation Table Total for CEO (Norton) | Compensation Actually Paid to CEO (Norton) (2) | | Average Compensation Actually Paid to Other NEOs (2) | ONE Gas Cumulative TSR | Benchmarking Peer Group Cumulative TSR (3) | Net Income ($Mn) | Company Selected Performance Measure: EPS (4) | | 2023 | $4,504,545 | $1,915,243 | N/A | N/A | $1,699,861 | $852,932 | $77.14 | $99.79 | $231.23 | $4.14 | | 2022 | $3,474,198 | $2,938,903 | N/A | N/A | $1,323,263 | $1,269,028 | $88.46 | $103.89 | $221.74 | $4.08 | | 2021 | $2,584,173 | $2,286,142 | $4,331,191 | $(1,331,503) | $1,422,177 | $1,081,408 | $87.94 | $98.68 | $206.43 | $3.85 | | 2020 | N/A | N/A | $5,388,789 | $2,346,059 | $1,828,178 | $1,062,915 | $84.27 | $87.65 | $196.41 | $3.68 |

  185. Pay versus Performance Table

    | (1) The CEO and other NEOs for the indicated years were as follows: |

  186. Pay versus Performance Table

    | • | For 2023, our CEO was Robert S. McAnnally and our other NEOs were Caron A Lawhorn, Curtis L. Dinan, Joseph L. McCormick and Mark A. Bender. |

  187. Pay versus Performance Table

    | • | For 2022, our CEO was Robert S. McAnnally and our other NEOs were Caron A Lawhorn, Curtis L. Dinan, Joseph L. McCormick and Mark A. Bender. |

  188. Pay versus Performance Table

    | • | For 2021, our CEO was Robert S. McAnnally, our former CEO was Pierce H. Norton II, and our other NEOs were Caron A. Lawhorn, Curtis L. Dinan, Joseph L. McCormick and Mark A. Bender. |

  189. Pay versus Performance Table

    | • | For 2020, our CEO was Pierce H. Norton II and our other NEOs were Caron A. Lawhorn, Curtis L. Dinan, Robert S. McAnnally and Joseph L. McCormick. |

  190. Pay versus Performance Table

    | (2) Amounts reported in this column are based on total compensation reported for our CEO and the average of the total compensation reported for our other NEOs in the Summary Compensation Table for the 2023 fiscal year and adjusted as shown in the table below. |

  191. Pay versus Performance Table

    | | 2023 | | | | | | CEO | | Other NEOs | | | Total Compensation for CEO and average of total compensation for the other NEOs as reported SCT for the covered year | | 4,504,545 | | 1,699,861 | | Deduct pension values reported in SCT for the covered year | | 0 | ($ | 258,441) | | Deduct grant date fair value of equity awards reported in SCT for the covered year | ($ | 2,838,820) | ($ | 640,302) | | Add pension value attributable to current year’s service and any change in pension value attributable to plan amendments made in the covered year | | 0 | | 94,559 | | Add fair values as of the end of the covered year of all equity awards granted during the covered year that are outstanding and unvested as of the end of such covered year | | 1,710,249 | | 385,750 | | Add fair value as of the vesting date of any awards granted in the covered year that vested during the covered year | | 0 | | 0 | | Add dividends paid on unvested shares/share units and stock options | | 0 | | 0 | | Add the change in fair value (whether positive or negative) as of the end of the covered year of any equity awards granted in any prior year that are outstanding and unvested as of the end of such covered year | ($ | 1,573,588) | ($ | 491,952) | | Add the change in fair value (whether positive or negative) as of the vesting date of any equity awards granted in any prior year for which all applicable vesting conditions were satisfied during the covered year | | 112,857 | | 63,456 | | Subtract the fair value of any equity awards granted in a prior year that were forfeited in the covered year determined as of the end of the prior year | | 0 | | 0 | | Compensation Actually Paid to CEO and average of Compensation Actually Paid to other NEOs | $1,915,243 | | $852,932 | |

  192. Pay versus Performance Table

    | ONE Gas, Inc. Notice of 2024 Annual Meeting of Shareholders and Proxy Statement | 69 |

  193. Pay versus Performance Table

    The fair value of equity awards was computed in accordance with the company’s methodology used for financial reporting purposes.

  194. Pay versus Performance Table

    | (3) The companies that composed the benchmarking peer group for each covered fiscal year were as follows: |

  195. Pay versus Performance Table

    | • | Alliant Energy Corporation (LNT) |

  196. Pay versus Performance Table

    | • | Atmos Energy Corporation (ATO) |

  197. Pay versus Performance Table

    | • | Avista Corporation (AVA) |

  198. Pay versus Performance Table

    | • | IDACORP, Inc. (IDA) |

  199. Pay versus Performance Table

    | • | New Jersey Resources Corporation (NJR) |

  200. Pay versus Performance Table

    | • | Northwest Natural Holding Company (NWN) |

  201. Pay versus Performance Table

    | • | NorthWestern Energy Group, Inc. (NWE) |

  202. Pay versus Performance Table

    | • | Pinnacle West Capital Corporation (PNW) |

  203. Pay versus Performance Table

    | • | PNM Resources, Inc. (PNM) |

  204. Pay versus Performance Table

    | • | Portland General Electric Company (POR) |

  205. Pay versus Performance Table

    | • | South Jersey Industries, Inc. (SJI) |

  206. Pay versus Performance Table

    | • | Southwest Gas Holdings, Inc. (SWX) |

  207. Pay versus Performance Table

    | • | Spire Inc. (SR) |

  208. Pay versus Performance Table

    | (4) In accordance with SEC rules, the company is required to include in the Pay versus Performance table the “most important” financial performance measure (as determined by the company) used to link compensation actually paid to our executive officer to company performance for the most recently completed fiscal year. The company determined EPS, which is a metric included in our incentive program, meets this requirement and therefore, we have included this performance measure in the Pay versus Performance table. |

  209. Description of the Relationship Between Compensation Actually Paid to Our Named Executive Officers and Company Performance

    Description of the Relationship Between Compensation Actually Paid to Our Named Executive Officers and Company Performance The graphs below describe the relationship between compensation actually paid to our CEO and other NEOs (as calculated above) and our financial and stock performance for the indicated years. The following graph compares the compensation actually paid to our CEO(s), the average of the compensation actually paid to our other NEOs and the company’s TSR performance. The graph also compares the company’s TSR performance with the benchmarking peer group’s TSR performance. The company’s and the benchmarking peer group’s TSR amounts assume that $100 was invested beginning on December 31, 2019, and assumes reinvestment of all dividends.

  210. Description of the Relationship Between Compensation Actually Paid to Our Named Executive Officers and Company Performance

    | 70 | ONE Gas, Inc. Notice of 2024 Annual Meeting of Shareholders and Proxy Statement |

  211. Description of the Relationship Between Compensation Actually Paid to Our Named Executive Officers and Company Performance

    The following graph compares the compensation actually paid to our CEO(s) and the average of the compensation actually paid to our other NEOs with our net income. The following graph compares the compensation actually paid to our CEO(s) and the average of the compensation actually paid to our other NEOs with our EPS.

  212. Description of the Relationship Between Compensation Actually Paid to Our Named Executive Officers and Company Performance

    | ONE Gas, Inc. Notice of 2024 Annual Meeting of Shareholders and Proxy Statement | 71 |