Form 4: ONEOK Director Wayne Smith Increases Stake Through Deferred Compensation Plan

ONEOK Director Wayne Thomas Smith has increased his beneficial ownership in the company by acquiring 2,095 shares of phantom stock through a deferred compensation plan.

Summary

• Reporting Person: Wayne Thomas Smith, a Director of ONEOK INC /NEW/ (Ticker: OKE).
• Transaction Date: May 23, 2025, marked as the earliest transaction date.
• Security Acquired: 2,095 shares of Phantom Stock, which are convertible into Issuer common stock on a 1-for-1 ratio.
• Acquisition Price: Each phantom stock unit was valued at $81.14.
• Nature of Acquisition: The acquisition represents an annual cash and/or stock retainer that was elected to be deferred into phantom stock under ONEOK's Deferred Compensation Plan for Non-Employee Directors.
• Beneficial Ownership: Following this transaction, Wayne Thomas Smith beneficially owns a total of 5,902 shares of phantom stock.
• Settlement: The phantom stock is accrued under the plan and will be settled in shares of Issuer common stock at a determination date or a designated date upon the reporting person's retirement.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive as a director increasing their stake, even through a deferred compensation plan, generally signals confidence in the company's future and aligns management interests with shareholders. It is a routine transaction but still a net positive signal.

Positives

• Director Wayne Thomas Smith increased his beneficial ownership in ONEOK by acquiring 2,095 shares of phantom stock, indicating continued alignment with shareholder interests.
• The acquisition was made through a deferred compensation plan, suggesting a long-term commitment by the director to the company's equity and future performance.

Future Outlook

The document indicates that the phantom stock will be settled in shares of ONEOK common stock at a determination date or a designated date upon the reporting person's retirement, implying a future conversion event.

Industry Context

This Form 4 filing details an individual insider transaction related to director compensation, which is a routine disclosure and does not directly reflect broader industry trends or competitive dynamics. It primarily provides transparency into executive compensation practices within the energy infrastructure sector.

Comparison to Industry Standards

• Deferred compensation plans for non-employee directors, including the use of phantom stock, are a common practice across various industries, including the energy sector, to align director interests with long-term shareholder value.
• The 1-for-1 conversion ratio of phantom stock to common stock is a standard mechanism for such plans, similar to those observed in companies like Kinder Morgan (KMI) or Enterprise Products Partners (EPD) which also utilize equity-based compensation for their boards.

Related Party Transactions

• The acquisition of phantom stock by Director Wayne Thomas Smith under the Issuer's Deferred Compensation Plan for Non-Employee Directors constitutes a related party transaction, as it involves compensation arrangements between the company and a member of its board.

Stakeholder Impact

• Shareholders: The transaction aligns the director's financial interests more closely with those of the shareholders, as the value of the phantom stock is tied to the company's common stock performance.
• Employees: No direct impact on general employees is indicated by this filing.

Next Steps

• The phantom stock units will be settled in shares of ONEOK common stock at a determination date or a designated date upon the reporting person's retirement.

Key Dates

Recommendation

Keywords

ONEOK, OKE, Form 4, insider transaction, director compensation, phantom stock, deferred compensation, beneficial ownership, corporate governance