Form 4: ONEOK Executive Mary M. Spears Reports Acquisition of Performance and Restricted Stock Units

Mary M. Spears, Chief Accounting Officer and Senior Vice President, Finance and Tax at ONEOK Inc., reports the acquisition of performance and restricted stock units under the company's Equity Incentive Plan.

Summary

• Mary M. Spears, a key executive at ONEOK Inc., filed a Form 4 disclosing changes in beneficial ownership.
• On February 19, 2025, Spears acquired 5,998 performance stock units (PSUs) and 2,571 restricted stock units (RSUs) under ONEOK's Equity Incentive Plan.
• The PSUs will vest on February 19, 2028, based on ONEOK's total shareholder return compared to a peer group, with a potential payout ranging from 0% to 200% of the units awarded.
• The RSUs will also vest on February 19, 2028.
• Both PSU and RSU awards will be credited with dividend equivalents, payable in shares of common stock upon vesting.
• Each vested unit, including dividend equivalents, will be payable as one share of ONEOK's common stock.

Sentiment

Score: 6

Explanation: The sentiment is neutral. It's a routine filing related to executive compensation. The vesting conditions tied to shareholder return are a positive sign, but the overall impact is likely to be limited.

Positives

• The equity incentive plan aligns executive compensation with shareholder returns, potentially incentivizing strong performance at ONEOK.
• The awarding of PSUs and RSUs to a key executive suggests confidence in the company's future performance.

Risks

• The vesting of PSUs is dependent on ONEOK's performance relative to its peer group, which introduces uncertainty.
• The value of the awards is tied to the price of ONEOK's common stock, which is subject to market fluctuations.

Future Outlook

The awards will vest on Feb. 19, 2028, for a percentage (0% to 200%) of performance units awarded based upon the Issuer's total shareholder return compared to total shareholder return of a selected peer group, subject to the certification by Executive Compensation Committee of the applicable performance requirements.

Industry Context

Equity incentive plans are a common practice in the energy industry to align executive compensation with company performance and shareholder value. The use of both performance-based and time-based vesting is also typical.

Comparison to Industry Standards

• Companies like Kinder Morgan, Enbridge, and Williams Companies also utilize equity incentive plans with performance-based metrics such as total shareholder return (TSR) and return on invested capital (ROIC).
• The vesting periods of three years for both PSUs and RSUs are fairly standard within the industry.
• The potential payout range of 0% to 200% for the PSUs is also within the typical range observed in similar plans.

Stakeholder Impact

• Shareholders may view the equity incentive plan as a positive mechanism for aligning management interests with their own.
• Employees may be motivated by the potential for equity-based compensation.

Key Dates