Pay vs Performance Disclosure - USD ($)
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12 Months Ended |
Dec. 31, 2023 |
Dec. 31, 2022 |
Dec. 31, 2021 |
Dec. 31, 2020 |
| Pay vs Performance Disclosure |
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| Pay vs Performance Disclosure, Table |
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 philosophy and how the company aligns executive compensation with the company’s performance, refer to the Compensation Discussion and Analysis. Pay versus Performance Table
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Summary
Compensation
Table Total for
CEO
(McAnnally) |
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Average
Summary
Compensation
Table Total for
Other NEOs |
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Value of Initial Fixed $100
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Compensation Actually Paid to CEO (McAnnally) (2) |
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Summary
Compensation
Table Total for
CEO (Norton) |
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Compensation Actually Paid to CEO (Norton) (2) |
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Average
Compensation
Actually Paid |
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Benchmarking Peer Group Cumulative TSR (3) |
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Company Selected Performance Measure: EPS (4) |
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| 2023 |
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$4,504,545 |
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$1,915,243 |
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N/A |
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N/A |
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$1,699,861 |
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$852,932 |
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$77.14 |
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$99.79 |
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$231.23 |
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$4.14 |
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| 2022 |
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$3,474,198 |
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$2,938,903 |
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N/A |
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N/A |
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$1,323,263 |
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$1,269,028 |
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$88.46 |
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$103.89 |
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$221.74 |
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$4.08 |
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| 2021 |
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$2,584,173 |
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$2,286,142 |
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$4,331,191 |
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$(1,331,503 |
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$1,422,177 |
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$1,081,408 |
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$87.94 |
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$98.68 |
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$206.43 |
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$3.85 |
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| 2020 |
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N/A |
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N/A |
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$5,388,789 |
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$2,346,059 |
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$1,828,178 |
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$1,062,915 |
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$84.27 |
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$87.65 |
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$196.41 |
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$3.68 |
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| (1) |
The CEO and other NEOs for the indicated years were as follows: |
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• |
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For 2023, our CEO was Robert S. McAnnally and our other NEOs were Caron A Lawhorn, Curtis L. Dinan, Joseph L. McCormick and Mark A. Bender. |
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• |
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For 2022, our CEO was Robert S. McAnnally and our other NEOs were Caron A Lawhorn, Curtis L. Dinan, Joseph L. McCormick and Mark A. Bender. |
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• |
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For 2021, our CEO was Robert S. McAnnally, our former CEO was Pierce H. Norton II, and our other NEOs were Caron A. Lawhorn, Curtis L. Dinan, Joseph L. McCormick and Mark A. Bender. |
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• |
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For 2020, our CEO was Pierce H. Norton II and our other NEOs were Caron A. Lawhorn, Curtis L. Dinan, Robert S. McAnnally and Joseph L. McCormick. |
| (2) |
Amounts reported in this column are based on total compensation reported for our CEO and the average of the total compensation reported for our other NEOs in the Summary Compensation Table for the 2023 fiscal year and adjusted as shown in the table below. |
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CEO |
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Other NEOs |
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| Total Compensation for CEO and average of total compensation for the other NEOs as reported SCT for the covered year |
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$ |
4,504,545 |
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$ |
1,699,861 |
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pension values reported in SCT for the covered year |
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$ |
0 |
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($ |
258,441 |
) |
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grant date fair value of equity awards reported in SCT for the covered year |
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($ |
2,838,820 |
) |
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($ |
640,302 |
) |
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| pension value attributable to current year’s service and any change in pension value attributable to plan amendments made in the covered year |
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$ |
0 |
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$ |
94,559 |
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| 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 |
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$ |
1,710,249 |
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$ |
385,750 |
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| fair value as of the vesting date of any awards granted in the covered year that vested during the covered year |
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$ |
0 |
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$ |
0 |
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| dividends paid on unvested shares/share units and stock options |
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$ |
0 |
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$ |
0 |
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| 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 |
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($ |
1,573,588 |
) |
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($ |
491,952 |
) |
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| 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 |
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$ |
112,857 |
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$ |
63,456 |
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| 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 |
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$ |
0 |
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$ |
0 |
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Compensation Actually Paid to CEO and average of Compensation Actually Paid to other NEOs |
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| The fair value of equity awards was computed in accordance with the company’s methodology used for financial reporting purposes.
| (3) |
The companies that composed the benchmarking peer group for each covered fiscal year were as follows: |
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Alliant Energy Corporation (LNT) |
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• |
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Atmos Energy Corporation (ATO) |
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• |
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Avista Corporation (AVA) |
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• |
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New Jersey Resources Corporation (NJR) |
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Northwest Natural Holding Company (NWN) |
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NorthWestern Energy Group, Inc. (NWE) |
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Pinnacle West Capital Corporation (PNW) |
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PNM Resources, Inc. (PNM) |
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Portland General Electric Company (POR) |
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South Jersey Industries, Inc. (SJI) |
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Southwest Gas Holdings, Inc. (SWX) |
| (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. |
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| Company Selected Measure Name |
EPS
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| Named Executive Officers, Footnote |
| (1) |
The CEO and other NEOs for the indicated years were as follows: |
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• |
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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. |
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• |
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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. |
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• |
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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. |
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• |
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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. |
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| Peer Group Issuers, Footnote |
| (3) |
The companies that composed the benchmarking peer group for each covered fiscal year were as follows: |
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• |
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Alliant Energy Corporation (LNT) |
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• |
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Atmos Energy Corporation (ATO) |
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• |
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Avista Corporation (AVA) |
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New Jersey Resources Corporation (NJR) |
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• |
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Northwest Natural Holding Company (NWN) |
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NorthWestern Energy Group, Inc. (NWE) |
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Pinnacle West Capital Corporation (PNW) |
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PNM Resources, Inc. (PNM) |
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Portland General Electric Company (POR) |
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South Jersey Industries, Inc. (SJI) |
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• |
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Southwest Gas Holdings, Inc. (SWX) |
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| PEO Total Compensation Amount |
$ 4,504,545
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| PEO Actually Paid Compensation Amount |
$ 1,915,243
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| Adjustment To PEO Compensation, Footnote |
| (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. |
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CEO |
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Other NEOs |
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| Total Compensation for CEO and average of total compensation for the other NEOs as reported SCT for the covered year |
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$ |
4,504,545 |
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$ |
1,699,861 |
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pension values reported in SCT for the covered year |
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$ |
0 |
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($ |
258,441 |
) |
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|
grant date fair value of equity awards reported in SCT for the covered year |
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($ |
2,838,820 |
) |
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($ |
640,302 |
) |
|
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| pension value attributable to current year’s service and any change in pension value attributable to plan amendments made in the covered year |
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$ |
0 |
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$ |
94,559 |
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| 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 |
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$ |
1,710,249 |
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$ |
385,750 |
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| fair value as of the vesting date of any awards granted in the covered year that vested during the covered year |
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$ |
0 |
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$ |
0 |
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| dividends paid on unvested shares/share units and stock options |
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$ |
0 |
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$ |
0 |
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| 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 |
) |
|
|
|
| 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 |
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| 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 |
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$ |
0 |
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$ |
0 |
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Compensation Actually Paid to CEO and average of Compensation Actually Paid to other NEOs |
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| Non-PEO NEO Average Total Compensation Amount |
$ 1,699,861
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$ 1,323,263
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$ 1,422,177
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$ 1,828,178
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| Non-PEO NEO Average Compensation Actually Paid Amount |
$ 852,932
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1,269,028
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1,081,408
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1,062,915
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| Adjustment to Non-PEO NEO Compensation Footnote |
| (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. |
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CEO |
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Other NEOs |
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| Total Compensation for CEO and average of total compensation for the other NEOs as reported SCT for the covered year |
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$ |
4,504,545 |
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|
$ |
1,699,861 |
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|
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|
pension values reported in SCT for the covered year |
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$ |
0 |
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($ |
258,441 |
) |
|
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|
grant date fair value of equity awards reported in SCT for the covered year |
|
($ |
2,838,820 |
) |
|
($ |
640,302 |
) |
|
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| pension value attributable to current year’s service and any change in pension value attributable to plan amendments made in the covered year |
|
$ |
0 |
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$ |
94,559 |
|
|
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| 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 |
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$ |
385,750 |
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| fair value as of the vesting date of any awards granted in the covered year that vested during the covered year |
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$ |
0 |
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$ |
0 |
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| dividends paid on unvested shares/share units and stock options |
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$ |
0 |
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$ |
0 |
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| 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 |
) |
|
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| 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 |
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$ |
63,456 |
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| 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 |
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$ |
0 |
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$ |
0 |
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Compensation Actually Paid to CEO and average of Compensation Actually Paid to other NEOs |
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| Compensation Actually Paid vs. Total Shareholder Return |
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.
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| Compensation Actually Paid vs. 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 net income.
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| Compensation Actually Paid vs. Company Selected Measure |
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.
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| Total Shareholder Return Vs Peer Group |
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.
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| Tabular List, Table |
Company’s Most Important Financial Performance Measures The following are the most important financial performance measures (and non-financial performance measures), as determined by the company, that link compensation actually paid to our CEO and other NEOs to the company’s performance for the most recently completed fiscal year.
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• |
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Diluted Earnings Per Share |
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• |
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Relative Total Shareholder Return |
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• |
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Days Away, Restricted or Transferred Incident Rate |
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• |
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Preventable Vehicle Incident Rate |
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• |
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Emergency Response Time |
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| Total Shareholder Return Amount |
$ 77.14
|
88.46
|
87.94
|
84.27
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| Peer Group Total Shareholder Return Amount |
99.79
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103.89
|
98.68
|
87.65
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| Net Income (Loss) |
$ 231,230,000
|
$ 221,740,000
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$ 206,430,000
|
$ 196,410,000
|
| Company Selected Measure Amount |
4.14
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4.08
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3.85
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3.68
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| Measure:: 1 |
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| Pay vs Performance Disclosure |
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| Name |
Diluted Earnings Per Share
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| Measure:: 2 |
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| Pay vs Performance Disclosure |
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| Name |
Relative Total Shareholder Return
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| Measure:: 3 |
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| Pay vs Performance Disclosure |
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| Name |
Emissions Reduction
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| Measure:: 4 |
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| Pay vs Performance Disclosure |
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| Name |
Days Away, Restricted or Transferred Incident Rate
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| Measure:: 5 |
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| Pay vs Performance Disclosure |
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| Name |
Preventable Vehicle Incident Rate
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| Measure:: 6 |
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| Pay vs Performance Disclosure |
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| Name |
Emergency Response Time
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| Robert S. McAnnally [Member] |
|
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| Pay vs Performance Disclosure |
|
|
|
|
| PEO Total Compensation Amount |
$ 4,504,545
|
$ 3,474,198
|
$ 2,584,173
|
|
| PEO Actually Paid Compensation Amount |
$ 1,915,243
|
$ 2,938,903
|
$ 2,286,142
|
|
| PEO Name |
Robert S. McAnnally
|
Robert S. McAnnally
|
Robert S. McAnnally
|
|
| Pierce H. Norton II [Member] |
|
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| Pay vs Performance Disclosure |
|
|
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|
| PEO Total Compensation Amount |
|
|
$ 4,331,191
|
$ 5,388,789
|
| PEO Actually Paid Compensation Amount |
|
|
$ (1,331,503)
|
$ 2,346,059
|
| PEO Name |
|
|
Pierce H. Norton II
|
Pierce H. Norton II
|
| PEO | Deduct Pension Values Reported In Sct For The Covered Year [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
$ 0
|
|
|
|
| PEO | Deduct Grant Date Fair Value Of Equity Awards Reported In Sct For The Covered Year [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
(2,838,820)
|
|
|
|
| PEO | Add Pension Value Attributable To Current Years Service And Any Change In Pension Value Attributable To Plan Amendments Made In The Covered Year [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
0
|
|
|
|
| PEO | 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 [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
1,710,249
|
|
|
|
| PEO | Add Fair Value As Of The Vesting Date Of Any Awards Granted In The Covered Year That Vested During The Covered Year [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
0
|
|
|
|
| PEO | Add Dividends Paid On Unvested SharesShare Units And Stock Options [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
0
|
|
|
|
| PEO | 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 [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
(1,573,588)
|
|
|
|
| PEO | 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 [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
112,857
|
|
|
|
| PEO | 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 [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
0
|
|
|
|
| Non-PEO NEO | Deduct Pension Values Reported In Sct For The Covered Year [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
(258,441)
|
|
|
|
| Non-PEO NEO | Deduct Grant Date Fair Value Of Equity Awards Reported In Sct For The Covered Year [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
(640,302)
|
|
|
|
| Non-PEO NEO | Add Pension Value Attributable To Current Years Service And Any Change In Pension Value Attributable To Plan Amendments Made In The Covered Year [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
94,559
|
|
|
|
| Non-PEO NEO | 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 [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
385,750
|
|
|
|
| Non-PEO NEO | Add Fair Value As Of The Vesting Date Of Any Awards Granted In The Covered Year That Vested During The Covered Year [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
0
|
|
|
|
| Non-PEO NEO | Add Dividends Paid On Unvested SharesShare Units And Stock Options [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
0
|
|
|
|
| Non-PEO NEO | 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 [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
(491,952)
|
|
|
|
| Non-PEO NEO | 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 [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
63,456
|
|
|
|
| Non-PEO NEO | 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 [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
$ 0
|
|
|
|
