8-K/ALeadership Changes

ONEOK INC /NEW/ 8-K/A Report, Executive Changes (Jun 28, 2021)

Filed June 28, 2021For Securities:OKE

Summary

This 8-K/A filing from ONEOK INC. (OKE) details the finalized compensation package for its newly appointed President and CEO, Pierce H. Norton II, effective June 28, 2021. The report amends a previous 8-K filing and provides specifics on Mr. Norton's base salary, short-term incentive awards, and substantial long-term equity incentives, including restricted stock units and performance stock units. Key aspects of Mr. Norton's compensation include a base salary of $835,000, with a target short-term incentive award of 125% of base salary. Importantly, the long-term incentives are structured to compensate him for forfeitures from his previous employer, with a significant portion not prorated for his start date. He will also receive credit for prior service for prorated incentive awards in the event of retirement, and an additional long-term award related to his departure from his previous role.

Key Highlights

  • 1Pierce H. Norton II's finalized compensation details as President and CEO, effective June 28, 2021.
  • 2Annual base salary set at $835,000.
  • 3Eligible for short-term incentive award with a target of 125% of base salary.
  • 4Receives a substantial long-term incentive award valued at $3,750,000, comprising restricted and performance stock units.
  • 5Additional long-term incentive award of $1,321,057 in restricted stock units to compensate for prior employer award forfeitures.
  • 6Long-term awards are structured with specific vesting schedules (2023 and 2024) and performance goals.
  • 7Mr. Norton receives credit for prior service for prorated incentive awards in the event of retirement.

Frequently Asked Questions

Mr. Norton's compensation includes a base salary of $835,000, a target short-term incentive award of 125% of his base salary, and two long-term incentive awards totaling approximately $5,071,057 in value (based on the closing price on June 28, 2021). The long-term awards consist of restricted stock units and performance stock units with varying vesting periods and performance conditions.

The long-term incentive awards were not prorated for Mr. Norton's start date, in part, to compensate him for forfeiting his 2021 long-term incentive award from his previous employer. This approach ensures he is not penalized for transitioning to ONEOK.

Mr. Norton will be given credit for his prior service with ONEOK, making him eligible to receive prorated portions of his short-term and long-term incentive awards should he retire before the completion of the applicable service or performance periods.

The initial long-term incentive award consists of 20% restricted stock units vesting on June 28, 2024, and 80% performance stock units vesting based on performance goals by February 17, 2024. The additional restricted stock units will vest in two tranches: half on June 28, 2023, and half on June 28, 2024.