DEF 14A of Oneok Inc /New/, Apr 3, 2024

DEF 14A of Oneok Inc /New/

Filed Apr 3, 2024 · FY20230001213900-24-029562

Open on EDGAR

  1. The Corporate Governance Committee

    | Director | Fees Earned or Paid in Cash 1 | Stock Awards 1, 2, 3 | Change in Pension Value and Nonqualified Deferred Compensation Earnings 4 | All Other Compensation 5 | Total | | BRIAN L. DERKSEN | $125,000 | $150,000 | — | $1,000 | $276,000 | | JULIE H. EDWARDS | $265,000 | $150,000 | $321 | $1,500 | $416,821 | | LORI A. GOBILLOT 6 | $66,667 | $100,000 | — | $1,000 | $167,667 | | MARK W. HELDERMAN | $100,000 | $150,000 | — | $1,000 | $251,000 | | RANDALL J. LARSON | $100,000 | $150,000 | — | $1,000 | $251,000 | | STEVEN J. MALCOLM | $100,000 | $150,000 | — | $13,500 | $263,500 | | JIM W. MOGG | $120,000 | $150,000 | $1,458 | $1,000 | $272,458 | | PATTYE L. MOORE | $100,000 | $150,000 | $396 | $10,000 | $260,496 | | EDUARDO A. RODRIGUEZ | $120,000 | $150,000 | — | $1,000 | $271,000 | | GERALD B. SMITH | $100,000 | $150,000 | — | $17,500 | $267,500 | | WAYNE T. SMITH 6 | $66,667 | $100,000 | — | $1,000 | $167,667 |

  2. SHORT-TERM INCENTIVE ENVIRONMENTAL METRIC

    SHORT-TERM INCENTIVE ENVIRONMENTAL METRIC We established an internal environmental performance metric in 2014 that became a part of the short-term incentive plan performance criteria for all our employees. Our Agency Reportable Environmental Event Rate (“AREER”) is defined as the total number of releases and excess emission events that trigger a federal, state or local environmental reporting requirement (with some exceptions to account for events outside our control, planned maintenance and disparities in reporting requirements across our operations) per 200,000 work-hours. This metric promotes a continued reduction in spills and emission events that are reportable to a state or federal agency. Since the implementation of the AREER metric in 2014, we have seen substantial reductions overall in our rate of reportable environmental events. In 2023, we set an AREER target of 0.40 and achieved a result of 0.32, which was 29% lower (better) than 2022’s AREER result of 0.45. This was due to a decrease in AREER events during 2023. The long-term sustainability of our business is dependent on our continued ability to maintain a highly engaged workforce. To accomplish this, our business strategy includes attracting, selecting and retaining talent, advancing an inclusive, diverse and engaged culture and developing individuals and leaders. Leaders continued to execute on employee engagement action plans in 2023 to build on the strong 2022 employee engagement survey results. We did not complete a survey in 2023 as we began the process to stabilize and integrate our employee base following the Magellan acquisition. We expect to conduct a survey of the combined company in 2024.

  3. ONEOK, Inc. Political Action Committee

    ONEOK, Inc. Political Action Committee Political contributions to federal, state and local candidates are made by the ONEOK, Inc. Political Action Committee (“ONEOK PAC”), which is entirely funded by voluntary contributions from eligible company employees. The ONEOK PAC’s activities are guided by a steering committee composed of members of senior management and a contribution committee composed of ONEOK PAC members and are subject to comprehensive regulation, including detailed disclosure requirements. ONEOK PAC contributions are reported to the Federal Election Commission and applicable state regulatory authorities. During 2023, the ONEOK PAC made contributions to state and federal candidates for office in the amount of $112,250.

  4. ONEOK, Inc. Political Action Committee

    | | ONEOK routinely engages with our shareholders and others to better understand their views on ESG matters, carefully considering the feedback we receive and acting when appropriate. |

  5. ONEOK, Inc. Political Action Committee

    ELECTION OF DIRECTORS BOARD REFRESHMENT Our Board recognizes the importance of Board refreshment to help ensure an appropriate balance of experience, expertise and perspective on our Board. Your Board of Directors believes that the current membership reflects a diverse Board with deep experience and expertise. Our By-laws and Corporate Governance Guidelines provide that a director will retire from the Board no later than immediately prior to the annual meeting of shareholders following a director’s 75th birthday. Accordingly, two of our Board members, Steven J. Malcolm and Jim W. Mogg, are not being nominated for re-election at our 2024 annual meeting of shareholders. With these planned retirements in mind, our Corporate Governance Committee and Board have been actively engaged in Board recruitment activities, and such topic has been discussed at 15 Board and/or Committee meetings during 2022 and throughout 2023. In addition, the Board engaged a third-party search firm during 2023 to assist in identifying potential director candidates.

  6. ONEOK, Inc. Political Action Committee

    | “During 2022 and 2023 ONEOK’s Corporate Governance Committee and Board remaind focused on our Board refreshment process and recruitment activities as we plan for the continued near and long-term success of the Company.” – Jim W. Mogg, Corporate Governance Committee Chair |

  7. ONEOK, Inc. Political Action Committee

    Attributes important in consideration of potential director candidates include, among others: ● Leadership/Chief Executive Officer experience; ● Board or related energy industry knowledge; ● Transformational thinking; and ● Gender/Ethnic diversity. Board recruitment activities included, but were not limited to: ● Collecting and reviewing names and biographical information of approximately 38 potential director candidates, 28 of whom possess one or more gender/ethnic diverse characteristics; ● Eliminating several due to obvious conflicts and/or other factors; and ● Prioritizing the remaining potential director candidates based on experience, skills and gender/ethnic diversity. On September 20, 2023, our Board appointed Lori A. Gobillot and Wayne T. Smith as directors to the ONEOK Board, effective September 25, 2023.

  8. ONEOK, Inc. Political Action Committee

    | | Ms. Gobillot, 62, joined the ONEOK Board from the board of directors of Magellan GP, LLC, the general partner of Magellan Midstream Partners, L.P. where she has served as an independent director since 2016. Ms. Gobillot is a business consultant who offers project management and strategic consulting services. In her 13-year career with Continental Airlines/United Airlines, Ms. Gobillot held officer roles in both business and legal functions, culminating in her role as vice president, integration management from 2010 to 2012, where she led United’s merger integration planning and implementation following its merger with Continental Airlines, Inc. Before joining Continental Airlines, Ms. Gobillot was an attorney with the law firm of Vinson & Elkins. Prior to attending law school, she worked in real estate development and as a consultant. |

  9. ONEOK, Inc. Political Action Committee

    Ms. Gobillot currently serves on the board of directors of Republic Airways Holdings, Inc., since 2017, where she is chair of the compensation committee. She earned a bachelor’s degree from the University of Texas and a Juris Doctor from the University of Texas School of Law.

  10. ONEOK, Inc. Political Action Committee

    | | Mr. Smith, 63, is the retired chairman and chief executive officer of BASF Corporation, North America. He served in this role from May 2015 through May 2021 and served as a member of the board of management directors of the parent company, BASF SE, from 2012 through May 2021. Prior to his tenure at BASF, which began in 2004, Mr. Smith was vice president and general manager of Specialty Construction Chemicals at W.R. Grace and Company, where he led the strategy development, growth and profitability of that unit worldwide. Before joining W.R. Grace, Mr. Smith served in positions of increasing responsibility with The BOC Group, culminating as vice president and general manager of the company’s packaged products business. Mr. Smith is a board member of Air Products and Chemicals, Inc., and he is a former director of Inter Pipeline Ltd. |

  11. ONEOK, Inc. Political Action Committee

    Mr. Smith holds a Bachelor of Science degree in chemical engineering from Syracuse University and a Master of Business Administration from the Wharton School of the University of Pennsylvania.

  12. ONEOK, Inc. Political Action Committee

    | “ONEOK’s Board is pleased to welcome both Lori and Wayne.” “Lori’s background as a member of Magellan’s board and her executive experience focused on safety, integration and customer satisfaction, and Wayne’s operational experience and knowledge of the chemical and industrial gas businesses will make them valuable contributors as ONEOK moves forward.” “We expect each of them to bring their skills and experience to enhance our governance and strategic capabilities to the benefit of our shareholders and other stakeholders.” - Julie H. Edwards, Board Chair |

  13. ONEOK, Inc. Political Action Committee

    ANNUAL ELECTION BY MAJORITY VOTE Our certificate of incorporation provides for the annual election of directors. Accordingly, 10 of the current members of our Board of Directors named in this proxy statement will stand for election at the annual meeting. We have not nominated Messrs. Malcolm and Mogg for reelection at the annual meeting, in light of our mandatory retirement policy. As more fully described in “Outstanding Stock and Voting—Votes Required—Proposal 1—Election of Directors,” our By-laws provide for majority voting for directors in uncontested elections and our Corporate Governance Guidelines require that a nominee for director who does not receive the requisite majority vote in an uncontested election must promptly tender his or her resignation to our Board of Directors for its consideration. The persons named in the accompanying proxy card intend to vote such proxy in favor of the election of each of the nominees named below, who are all currently directors, unless the proxy provides for a vote against the director. Although the Board has no reason to believe that the nominees will be unable to serve as directors, if a nominee withdraws or otherwise becomes unavailable to serve, the persons named as proxies will vote for any substitute nominee designated by the Board, unless contrary instructions are given on the proxy. Except for these nominees, no other person has been recommended to our Board as a potential nominee or otherwise nominated for election as a director. BOARD QUALIFICATIONS Our Corporate Governance Guidelines provide that our Corporate Governance Committee will evaluate the qualifications of each director candidate and assess the appropriate mix of skills and characteristics required of Board members in the context of the perceived needs of the Board at a given point in time. Each director also is expected to: ● Exhibit high standards of integrity, commitment and independence of thought and judgment; ● Use their skills and experiences to provide independent oversight to the business of our company; ● Be willing to devote sufficient time to carrying out their duties and responsibilities effectively; ● Devote the time and effort necessary to learn the business of the company and the Board; ● Represent the long-term interests of all shareholders; and ● Participate in a constructive and collegial manner.

  14. Director Diversity and Core Competencies

    Director Diversity and Core Competencies Our Corporate Governance Guidelines provide that, in nominating candidates, the Board will seek to establish director diversity over time across the dimensions of personal background, race and ethnicity, gender, age, nationality and/or other measures of diversity, and to maintain a total mix of viewpoints and experience that includes, but is not limited to, the following areas of core competency: accounting and finance; investment banking; business judgment; management; energy industry knowledge; operations; crisis response; international business; leadership; strategic vision; law; and corporate relations.

  15. Director Diversity and Core Competencies

    | Demographic Background (as of May 22, 2024) | BRIAN L. DERKSEN | JULIE H. EDWARDS | LORI A. GOBILLOT | MARK W. HELDERMAN | RANDALL J. LARSON | PATTYE L. MOORE | PIERCE H. NORTON II | EDUARDO A. RODRIGUEZ | GERALD B. SMITH | WAYNE T. SMITH | | BOARD TENURE (YEARS) | 8 | 18 | 8 MO. | 5 | 8 | 22 | 2 | 19 | 5 | 8 MO. | | AGE (YEARS) | 72 | 65 | 62 | 66 | 66 | 66 | 64 | 68 | 73 | 64 | | GENDER (MALE/FEMALE) | M | F | F | M | M | F | M | M | M | M | | Race/Ethnicity | | | | | | | | | | | | HISPANIC/LATINO | | | | | | | | | | | | AFRICAN AMERICAN/BLACK | | | | | | | | | | | | CAUCASIAN/WHITE | | | | | | | | | | |

  16. SUMMARY OF DIRECTOR QUALIFICATIONS AND EXPERIENCE

    SUMMARY OF DIRECTOR QUALIFICATIONS AND EXPERIENCE This table provides a summary view of the qualifications and attributes of each director nominee.

  17. SUMMARY OF DIRECTOR QUALIFICATIONS AND EXPERIENCE

    | | BRIAN L. DERKSEN | JULIE H. EDWARDS | LORI A. GOBILLOT | MARK W. HELDERMAN | RANDALL J. LARSON | PATTYE L. MOORE | PIERCE H. NORTON II | EDUARDO A. RODRIGUEZ | GERALD B. SMITH | WAYNE T. SMITH | | ACCOUNTING/AUDITING We operate in complex financial and regulatory environment with significant disclosure requirements and detailed business processes and internal controls. | | | | | | | | | | | | BUSINESS OPERATIONS We have significant operations focused on natural gas and natural gas liquids gathering, processing, fractionation, storage and transportation. | | | | | | | | | | | | CAPITAL MANAGEMENT We allocate capital in various ways to run our operations, grow our business and return value to shareholders. | | | | | | | | | | | | CORPORATE GOVERNANCE LEADERSHIP As a public company, we expect effective oversight and transparency, and our stakeholders demand it. | | | | | | | | | | | | FINANCIAL EXPERTISE/LITERACY Our business involves complex financial transactions and reporting requirements. | | | | | | | | | | | | INDEPENDENCE Independent directors have no material relationships with us and are essential in providing effective and unbiased oversight. | | | | | | | | | | | | INDUSTRY EXPERIENCE Experience in the oil and gas midstream industry provides a relevant understanding of our business and strategy. | | | | | | | | | | | | CAPITAL MARKETS Our business is capital intensive and requires access to capital and credit markets in order to grow our business. | | | | | | | | | | | | PUBLIC COMPANY EXECUTIVE EXPERIENCE Experience leading a large, widely-held organization provides practical insights on need for transparency, accountability, and integrity. | | | | | | | | | | | | RECENT PUBLIC COMPANY BOARD EXPERIENCE We value individuals who understand public company reporting responsibilities and have experience with the issues commonly faced by public companies. | | | | | | | | | | | | REGULATORY/RISK MANAGEMENT A complex regulatory and risk environment requires us to develop policies and procedures that effectively manage compliance and risk. | | | | | | | | | | |

  18. SUMMARY OF DIRECTOR QUALIFICATIONS AND EXPERIENCE

    BOARD TENURE AND DIVERSITY Your Board of Directors believes that each nominee to our Board possesses the necessary integrity, skills and qualifications to serve on our Board and that their individual and collective skills and qualifications provide them with the ability to engage management and each other in a constructive and collaborative fashion and, when necessary and appropriate, challenge management in the execution of our business operations and strategy.

  19. SUMMARY OF DIRECTOR QUALIFICATIONS AND EXPERIENCE

    | | Name | Age | Since | Year | Position | | | BRIAN L. DERKSEN | 72 | 2015 | 8 | Independent Director | | | JULIE H. EDWARDS | 65 | 2007 | 18 | Board Chair and Independent Director | | | LORI A. GOBILLOT | 62 | 2023 | 8 MO. | Independent Director | | | MARK W. HELDERMAN | 66 | 2019 | 5 | Independent Director | | | RANDALL J. LARSON | 66 | 2015 | 8 | Independent Director | | | PATTYE L. MOORE | 66 | 2002 | 22 | Independent Director | | | PIERCE H. NORTON II | 64 | 2021 | 2 | President and Chief Executive Officer | | | EDUARDO A. RODRIGUEZ | 68 | 2004 | 20 | Independent Director | | | GERALD B. SMITH | 73 | 2020 | 5 | Independent Director | | | WAYNE T. SMITH | 64 | 2023 | 8 MO. | Independent Director |

  20. SUMMARY OF DIRECTOR QUALIFICATIONS AND EXPERIENCE

    Set forth on the following pages is certain information with respect to each nominee for election as a director, each of whom is a current director. Your Board unanimously recommends a vote FOR each nominee. DIRECTOR NOMINEES

  21. SUMMARY OF DIRECTOR QUALIFICATIONS AND EXPERIENCE

    | | BRIAN L. DERKSEN | | JULIE H. EDWARDS | | | Age 72 Director since 2015 Independent Committees: Audit (Chair) Corporate Governance | | AGE 65 DIRECTOR SINCE 2007 INDEPENDENT BOARD CHAIR | | CAREER HIGHLIGHTS: ● Served as Global Deputy Chief Executive Officer of Deloitte Touche Tohmatsu Limited (“DTTL”) from 2011 until 2014. ● Served as Deputy Chief Executive Officer of Deloitte LLP (“Deloitte U.S.”) from 2003 to 2011. ● Served as Managing Partner of the financial advisory business and the Mid- America region of Deloitte U.S. In fulfilling his roles for DTTL and Deloitte U.S., he acted in his capacity as a partner in Deloitte U.S. He retired as a partner of Deloitte U.S. in May 2014. ● Certified Public Accountant. ● During the period from November 2014 through May 2015, he was engaged to serve as an independent consultant in the information technology sector. ● Holds a Bachelor of Science degree from the University of Saskatchewan(Canada) and a Master of Business Administration degree from Duke University’s Fuqua School of Business. OTHER BOARDS: ● A member of the Board of Directors since 2018 of Brookshire Grocery Company, a privately held company with approximately 200 grocery stores. He also has served as the Audit Committee chair since 2018 as well as the Independent lead director since April 2022. ● Chairman of the Board of Directors since 2019 of Dye & Durham Limited, a publicly held Canadian corporation traded on the Toronto Stock Exchange. He has served as the lead independent director since 2018. He also has served on the Audit Committee since 2018 and as the Audit Committee chair since January 2022. SKILLS AND QUALIFICATIONS: ● Extensive experience and expertise in accounting, auditing, financial reporting, taxation and management consulting. ● Extensive senior executive experience provides him with particular expertise in leadership, strategic vision and corporate governance matters. | | CAREER HIGHLIGHTS: ● Board Chair of ONEOK, Inc. ● Retired in 2007 from Southern Union Company where she served as Senior Vice President-Corporate Development from November 2006 to January 2007 and as Senior Vice President and Chief Financial Officer from July 2005 to November 2006. ● Served as an executive officer of Frontier Oil Corporation, having served as Chief Financial Officer from 1994 to 2005 and as Treasurer from 1991 to 1994. ● Served as an investment banker with Smith Barney, Harris, Upham & Co., Inc. in New York and Houston, after joining the company as an associate in 1985, when she graduated from the Wharton School of the University of Pennsylvania with an M.B.A. ● Served as an exploration geologist in the oil industry, having earned a Bachelor of Science in Geology and Geophysics from Yale University in 1980. ● Served on the ONEOK Board of Directors in 2004 and 2005 and was also a member of the Board of Directors of ONEOK Partners GP, L.L.C., from 2009 until the consummation of the merger transaction with ONEOK in June 2017. ● Previously served as a member of the Board of Directors of Noble Corporation, plc a U.K.-based offshore drilling contractor, until February 2021 where she was on the Compensation and Finance Committees and was Chair of the Nominating and Governance Committee, and was a member of the Board of Directors of NATCO Group, Inc., an oil field services and equipment manufacturing company, from 2004 until its sale to Cameron International Corporation in November 2009. OTHER BOARDS: ● None. SKILLS AND QUALIFICATIONS: ● Broad experience and understanding of various segments within the energy industry (exploration and production, refining and marketing, natural gas transmission, processing and distribution, production technology and contract drilling), and significant senior accounting, finance, capital markets, corporate development and management experience and expertise. ● Demonstrated leadership and has been effective in her role as past chair of our Audit Committee and immediate past chair of our Corporate Governance Committee. | |

  22. SUMMARY OF DIRECTOR QUALIFICATIONS AND EXPERIENCE

    | | LORI A. GOBILLOT | | MARK W. HELDERMAN | | | AGE 62 DIRECTOR SINCE 2023 INDEPENDENT COMMITTEES: EXECUTIVE COMPENSATION CORPORATE GOVERNANCE | | AGE 66 DIRECTOR SINCE 2019 INDEPENDENT COMMITTEES: AUDIT CORPORATE GOVERNANCE | | CAREER HIGHLIGHTS: ● Served as Vice President, Integration Management, at United Airlines, Inc., from 2010 until 2012. ● Served in officer roles in both legal and business functions at Continental Airlines/United Airlines during her career at the airlines from 1999 to 2012. ● Serviced as an attorney with the law firm of Vinson & Elkins from 1993-1999. ● Earned a Bachelor of Business Administration degree from the University of Texas and a Juris Doctor from the University of Texas School of Law. ● Prior to attending law school, she was engaged in real estate development with Trammell Crow Company and consulting with Arthur Anderson. OTHER BOARDS: ● Serves on the Board of Directors of Republic Airways Holdings, Inc., since 2017, where she is Chair of the Compensation Committee. ● Served on the Board of Directors of Magellan Midstream Partners L.P. from 2016 until the completion of the acquisition by the Company, where she served on the Compensation Committee, the Nominating and Governance Committee and the Sustainability Committee. ● Served on the Board of Directors of Bristow Group Inc. from 2012-2019, where she was Chair of the Compensation Committee and served on the Corporate Governance and Nominating Committee. ● Serves as President and a member of the Board of Directors of A Lighted Path, since 2023, a nonprofit that focuses on improving outcomes for challenged youth. SKILLS AND QUALIFICATIONS: ● Extensive executive, legal and project management experience at a capital intensive and highly regulated FORTUNE® 200 company. ● Extensive experience in corporate governance and executive compensation. ● Extensive board leadership experience in aviation and energy. | | CAREER HIGHLIGHTS: ● Served as Chief Executive Officer of the general partner of TransMontaigne Partners L.P. from September 2006 to August 2009; as Chief Financial Officer from January 2003 to September 2006; and Controller from May 2002 to January 2003. ● Served as a partner with KPMG LLP in its Silicon Valley and National (New York City) offices from July 1994 to May 2002. ● Served as a Professional Accounting Fellow in the Office of Chief Accountant of the United States Securities and Exchange Commission from July 1992 to July 1994. ● Holds a Bachelor of Business Administration degree from the University of Wisconsin—Eau Claire, and a Master of Business Administration degree from the University of Wisconsin—Madison. OTHER BOARDS: ● Served on the Board of Directors, where he was Chair of the Audit Committee and a member of the Conflicts Committee, of Valero Energy Partners GP LLC prior to its merger with Valero Energy Corp. ● Served as a Director of the general partner of MarkWest Energy Partners, L.P. prior to its merger with MPLX LP where he was Chair of the Audit Committee and a member of the Compensation Committee. ● Served as a Director of the general partner of Oiltanking Partners, L.P. where he was Chair of the Audit Committee and a member of the Conflicts Committee from August 2011 through February 2014. SKILLS AND QUALIFICATIONS: ● Broad experience and understanding of the energy industry and significant senior public accounting, finance, capital markets and corporate development experience and expertise. ● Extensive executive, managerial, industry and financial experience and expertise. | |

  23. SUMMARY OF DIRECTOR QUALIFICATIONS AND EXPERIENCE

    | | RANDALL J. LARSON | | PATTYE L. MOORE | | | AGE 66 DIRECTOR SINCE 2015 INDEPENDENT COMMITTEES: EXECUTIVE COMPENSATION CORPORATE GOVERNANCE | | AGE 66 DIRECTOR SINCE 2002 INDEPENDENT COMMITTEES: AUDIT CORPORATE GOVERNANCE | | CAREER HIGHLIGHTS: ● Served as Chief Executive Officer of the general partner of TransMontaigne Partners L.P. from September 2006 to August 2009; as Chief Financial Officer from January 2003 to September 2006; and Controller from May 2002 to January 2003. ● Served as a partner with KPMG LLP in its Silicon Valley and National (New York City) offices from July 1994 to May 2002. ● Served as a Professional Accounting Fellow in the Office of Chief Accountant of the United States Securities and Exchange Commission from July 1992 to July 1994. ● Holds a Bachelor of Business Administration degree from the University of Wisconsin—Eau Claire, and a Master of Business Administration degree from the University of Wisconsin—Madison. OTHER BOARDS: ● Served on the Board of Directors, where he was Chair of the Audit Committee and a member of the Conflicts Committee, of Valero Energy Partners GP LLC prior to its merger with Valero Energy Corp. ● Served as a Director of the general partner of MarkWest Energy Partners, L.P. prior to its merger with MPLX LP where he was Chair of the Audit Committee and a member of the Compensation Committee. ● Served as a Director of the general partner of Oiltanking Partners, L.P. where he was Chair of the Audit Committee and a member of the Conflicts Committee from August 2011 through February 2014. SKILLS AND QUALIFICATIONS: ● Broad experience and understanding of the energy industry and significant senior public accounting, finance, capital markets and corporate development experience and expertise. ● Extensive executive, managerial, industry and financial experience and expertise. | | CAREER HIGHLIGHTS: ● Served as the nonexecutive Chair of the Board of Red Robin Gourmet Burgers, a restaurant chain, from February 2010 to November 2019. Ms. Moore retired from the Red Robin Board at the end of 2019. ● Served as interim Chief Executive Officer of Red Robin from April 2019 to October 2019. ● Served on the Board of Directors of Sonic Corp. from 2000 through January 2006 and was the President of Sonic from January 2002 to November 2004. ● Held numerous senior management positions during her 12 years at Sonic, including Executive Vice President, Senior Vice President-Marketing and Brand Development and Vice President-Marketing. ● Is 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. OTHER BOARDS: ● Serves as a Director of ONE Gas, Inc. where she serves on the Audit, Corporate Governance and Executive Committees and is Chair of the Executive Compensation Committee. ● Serves on the Board of Directors of QuikTrip Corporation, a privately held company. ● Served as Chair of the Board of the National Arthritis Foundation. SKILLS AND QUALIFICATIONS: ● Extensive senior management, marketing, business strategy, brand development and corporate governance experience. ● Extensive experience in leadership, management development, strategic planning, corporate governance and executive compensation. ● Extensive experience as a member of the board of directors of numerous nonprofit organizations. ● Named an NACD Board Leadership Fellow by the National Association of Corporate Directors and is a recipient of the 2017 Directorship 100 award. | |

  24. SUMMARY OF DIRECTOR QUALIFICATIONS AND EXPERIENCE

    | | PIERCE H. NORTON II | | EDUARDO A. RODRIGUEZ | | | AGE 64 DIRECTOR SINCE 2021 NON-INDEPENDENT (CHIEF EXECUTIVE OFFICER) | | AGE 68 DIRECTOR SINCE 2004 INDEPENDENT COMMITTEES: EXECUTIVE COMPENSATION (CHAIR) CORPORATE GOVERNANCE | | CAREER HIGHLIGHTS: ● President and CEO of ONEOK, Inc. ● Served as President and Chief Executive Officer of ONE Gas, Inc. from January 2014 until June 2021, and a member of the ONE Gas, Inc. Board of Directors. ● Prior to the separation of ONE Gas in January 2014, Norton served as Executive Vice President, commercial, of ONEOK and ONEOK Partners. ● Served as Executive Vice President and Chief Operating Officer of ONEOK and ONEOK Partners with responsibilities for natural gas gathering and processing, natural gas pipelines, natural gas liquids, natural gas distribution and energy services business segments. ● Served as President of the ONEOK Distribution Companies – Oklahoma Natural Gas, Kansas Gas Service and Texas Gas Service. ● Holds a Bachelor of Science in Mechanical Engineering from the University of Alabama in Tuscaloosa and is a graduate of Harvard Business School’s Advanced Management Program. ● University of Alabama College of Engineering Distinguished Fellow. ● 2021 American Gas Association Distinguished Service Award. OTHER BOARDS: ● Member of the American Petroleum Institute (API). ● Serves as a Director of the Oklahoma Center for Community and Justice. ● Former member of the American Gas Association’s Board of Directors and served as its 2017 Chairman. ● Former Board member of the Tulsa Community College Foundation and past-chair of the Audit Committee. ● Former Board member of the Interstate Natural Gas Association of America. ● Former Board member of the Texas Pipeline Association. ● Former Board member of the North Dakota Petroleum Council. ● Former Board member of the Western Energy Alliance. SKILLS AND QUALIFICATIONS: ● Mr. Norton served in a variety of roles of continually increasing responsibility at ONEOK and ONEOK Partners from November 2004 to January 2014. In these roles, he had direct responsibility for and extensive experience in strategic and financial planning, acquisitions and divestitures, operations, management supervisions and development and compliance. ● Extensive engineering management, construction management, marketing, finance, corporate governance and executive compensation experience. | | CAREER HIGHLIGHTS: ● Serves as President of Strategic Communications Consulting Group since 2005. ● Served as Executive Vice President and a member of the board of directors of Hunt Building Corporation, a privately held company engaged in construction and real estate development headquartered in El Paso, Texas. ● Spent 20 years in the electric utility industry at El Paso Electric Company, an investor-owned utility, during the time the El Paso Electric Company was a publicly traded company, where he served in various senior-level executive positions, including General Counsel, Senior Vice President for Customer and Corporate Services, Executive Vice President and as Chief Operating Officer. OTHER BOARDS: ● Serves as a Director of ONE Gas, Inc. where he serves on the Audit, Executive Compensation and Executive Committees and is Chair of the Corporate Governance Committee and Lead Independent Director. SKILLS AND QUALIFICATIONS: ● Extensive senior management, operational, entrepreneurial and legal experience in a variety of industries. ● A licensed attorney in the states of Texas and New Mexico and is admitted to the United States District Court for the Western District of Texas. ● Mr. Rodriguez has practiced law for more than 40 years. ● Extensive legal and business, strategic planning, corporate governance and regulatory compliance experience and expertise. | |

  25. SUMMARY OF DIRECTOR QUALIFICATIONS AND EXPERIENCE

    | | GERALD B. SMITH | | WAYNE T. SMITH | | | AGE 73 DIRECTOR SINCE 2020 INDEPENDENT COMMITTEES: EXECUTIVE COMPENSATION CORPORATE GOVERNANCE | | AGE 64 DIRECTOR SINCE 2023 INDEPENDENT COMMITTEES: AUDIT CORPORATE GOVERNANCE | | CAREER HIGHLIGHTS: ● Serves as Chairman of Smith Graham & Co., an investment management firm he founded in 1990 and served as Chief Executive Officer until 2023. ● Served as a Director of Cooper Industries plc from 2000 until 2012 and served as Lead Independent Director of Cooper Industries from 2007 until 2012. ● Served as Senior Vice President and Director of Fixed Income of Underwood Neuhaus & Company. OTHER BOARDS: ● Serves as a Director of Eaton Corporation plc since 2012 where he serves on the Executive and Finance Committees and is Chair of the Audit Committee. ● Served as a Director and Chair of the Investment Committee of the New York Life Insurance Company until April 2023. ● Served as a Chairman of the Texas Southern University Foundation Board until 2023 when he became Chairman Emeritus. ● Served as a Director and Chair of the Budget Planning Committee of the Federal Reserve Bank of Dallas until December 2023 and is a former Director of the Federal Reserve Bank of Dallas, Houston branch. ● Served as a Director of the Greater Houston Partnership. ● Former Board of Trustees member and Chair of the Investment Oversight Committee for the Charles Schwab Family of Funds. ● Former Board Member of ONEOK, Inc. from 2009 to 2013 and also served on the Audit and Executive Compensation Committees. ● Former Board Member of ONEOK Partners, L.P. from 2006 to 2013 where he served as Chair of the Audit Committee. SKILLS AND QUALIFICATIONS: ● Mr. Smith has expertise in finance, portfolio management and marketing through executive positions in the financial services industry. ● Experience as director of companies in the oil and gas and energy services businesses has provided him with valuable insight into markets in which ONEOK also participates. ● Past experience as lead independent director of Cooper provides ongoing institutional knowledge of legacy Cooper businesses and provides him valuable insight on financial, operational and strategic matters. | | CAREER HIGHLIGHTS: ● Served as Chairman and Chief Executive Officer of BASF Corporation from May 2015 through May 2021. ● Served as a Member of the Board of Management Directors of BASF SE from 2012 through May 2021. ● Served as Vice President and General Manager of Specialty Construction Chemicals of W.R. Grace and Company from 2000 to 2004. ● Served as Vice President and General Manager of the Packaged Products business of the BOC Group from 1998-2000. ● Holds a Bachelor of Science degree in chemical engineering from Syracuse University and a Master of Business Administration from the Wharton School of the University of Pennsylvania. ● Serves on the Dean’s Leadership Council for the College of Engineering and Computer Science at Syracuse University. OTHER BOARDS: ● Serves as a Director of Air Products and Chemicals, Inc., where he serves on the Audit and Finance and the Management Development and Compensation Committees. ● Served on the Board of Directors of Inter Pipeline. SKILLS AND QUALIFICATIONS: ● Mr. Smith has more than 35 years of experience in the chemicals industry. ● Extensive experience across broad value chains in the chemical industry, including petrochemicals, polymers and highly specialized chemicals. | |

  26. SUMMARY OF DIRECTOR QUALIFICATIONS AND EXPERIENCE

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

  27. 2023 Executive Compensation Highlights

    2023 Executive Compensation Highlights During 2023, management strengthened the company’s position in the current uncertain and volatile industry climate. We believe a meaningful portion of this success is related to our incentive compensation program, which is designed to pay for performance and to closely align our executives’ interests with those of our shareholders. Our named executive officers for 2023 were Pierce H. Norton II, Walter S. Hulse III, Kevin L. Burdick, Sheridan C. Swords, Charles M. Kelley, and Stephen B. Allen (referred to throughout as our “named executive officers”). Mr. Allen’s retirement from the company was effective October 1, 2023. Mr. Allen is included as a named executive officer in accordance with SEC rules because he would have been a named executive officer if he was serving as an executive officer at the end of the year. The Committee’s primary recommendations to our Board of Directors, which the Board subsequently approved in February 2023, regarding 2023 compensation of our named executive officers are summarized below. These actions are consistent with our compensation philosophy described on page 62: ● Increasing Mr. Norton’s long-term incentive target by $500,000 (11%). ● Increasing Mr. Hulse’s base salary by $20,000 (3.4%), his long-term incentive target by $500,000 (29.4%), and his short-term incentive target by 5%. ● Increasing Mr. Swords’ short-term incentive target by 5%. ● Increasing Mr. Kelley’s base salary by $25,000 (5.6%). ● Increasing Mr. Allen’s base salary by $50,000 (11.1%), his long-term incentive target by $150,009 (15.8%), and his short-term incentive target by 5%. ● Maintaining two financial metrics - earnings per share (“EPS”) and return on invested capital (“ROIC”) - and two operational metrics - total recordable incident rate (“TRIR”) and agency reportable environmental event rate (“AREER”) - under our annual short-term incentive plan for 2023. For an explanation of these metrics, see “Executive Compensation Discussion and Analysis—2023 Short-Term Incentive Awards—Financial Measures and Operational Measures” on page 68. ● Approving long-term equity incentive grants to our named executive officers consisting of approximately 80% of the award’s aggregate value in performance units and approximately 20% of the award’s aggregate value in restricted units. This is the same allocation of long-term equity incentive grants to executives in prior years. ● Certifying, based on our total shareholder return performance relative to our peers, a 54% of target payout to our named executive officers (other than Mr. Norton) with respect to performance units granted in 2020 that vested in February 2023. This level of payout resulted because our relative total shareholder return was at the 27th percentile of the total shareholder return of the specified peer group of energy companies. The Committee’s other recommendations to our Board of Directors, which the Board subsequently approved in February 2024, relating to our 2023 short-term incentive plan are summarized below. ● Ratifying the company’s level of achievement with respect to the financial and operating goals under our 2023 short-term incentive plan resulting in a corporate performance payout factor of 183% of target for our named executive officers and all other employees. ● Assigning an individual performance modifier of 110% to Mr. Norton under our 2023 short-term incentive plan in recognition of his strong performance and leadership during the year. ● Assigning individual performance modifiers to our other named executive officers as follows under our 2023 short-term incentive plan in recognition of each individual’s performance and contribution during the year:

  28. Specific Compensation Program Features

    Specific Compensation Program Features Our compensation philosophy and related governance features are complemented by several specific elements that are designed to align our executive compensation with long-term shareholder interests. ● The components of our executive compensation program have remained substantially the same for several years. We believe our program is designed effectively, well aligned with the interests of our shareholders, strongly performance-based and instrumental to achieving our business goals. ● The main objectives of our executive compensation program are to pay for performance, to align our executive officers’ interests with those of our shareholders and to attract, retain, and engage qualified executives. ● All compensation decisions regarding our named executive officers are initially made by the Committee and are then submitted to the Board of Directors for approval. ● The Committee is composed solely of persons who qualify as independent directors under the listing standards of the NYSE. ● We provide the following elements of compensation for our executive officers, including the named executive officers: base salary, an annual short-term cash incentive award and long-term equity incentive awards. ● The Committee references the median level of the market when determining all elements of compensation, including when considering the possibility of above or below-target short-term incentive and long-term incentive payments for executive and company performance that exceeds or are below expectations. ● We implement our pay-for-performance philosophy with a short-term incentive program providing for cash payments based on achievement of financial and operational goals established annually by the Committee and long-term, performance-based equity incentive awards providing for vesting levels based on our total shareholder return over the three year vesting period as compared to the total shareholder return of a specified peer group of energy companies for the same period. ● We encourage alignment of our named executive officers’ interests with those of our shareholders through the award of long-term incentive equity grants, of which approximately 80% are performance units and approximately 20% are time-vesting restricted units. ● Our executive officers, including the named executive officers, receive no significant recurring perquisites or other personal benefits. ● We have market competitive stock ownership guidelines for our executive officers, including the named executive officers, and members of our Board of Directors. ● We have adopted a clawback policy in compliance with the new Exchange Act Rule 10D-1 and the corresponding NYSE listing standards. Our clawback policy permits the recovery of incentive-based compensation in the event of fraud, negligence or intentional misconduct that directly or indirectly results in a material restatement of all or a portion of our financial statements. ● Our Board of Directors has adopted a policy prohibiting officers, members of our Board of Directors and certain employees designated as insiders under our Securities/Insider Trading Policy from engaging in short sales, derivative or speculative transactions in our securities, or purchasing or using, directly or indirectly through family members or other persons or entities, financial instruments (including puts or calls, prepaid variable forward contracts, equity swaps, collars and exchange funds) that are designed to hedge or offset any decrease in the market value of our securities. For the purposes of this policy, “our securities” refers to the common stock, preferred stock and debt issued by us or our respective divisions and subsidiaries, as well as derivative securities that relate to or derive their value from our common stock, whether received as compensation or otherwise held. This policy was adopted as a sound governance practice, and we are not aware of any non-compliance of this policy by any of our officers, directors or employees designated as insiders. ● Our Board of Directors has adopted a policy prohibiting officers and directors from holding our securities in a margin account or pledging our securities as collateral for a loan. An exception to this prohibition may be granted by the Chief Executive Officer if an officer or director wishes to pledge shares of our stock as collateral for a loan (but not including a margin account), the officer or director clearly demonstrates the financial capacity to repay the loan without resorting to the pledged securities, and the terms of the loan prohibit the sale of any of our stock held as collateral when the officer or director is not permitted to trade in our stock. We are not aware of any officer or member of our Board of Directors who has pledged any of his or her shares of our common stock. ● The Committee engages a compensation consultant which the Committee has determined to be independent under the Securities and Exchange Commission rules and NYSE listing standards to provide advice and expertise on the design and implementation of our executive and director compensation programs. The Committee monitors executive compensation trends and developments regarding prevailing types and levels of compensation so we can remain competitively positioned to attract and retain the executive talent necessary to achieve our strategic, financial and operational goals.

  29. Pay-for-Performance

    Pay-for-Performance We structure our executive compensation program to align the interests of our named executive officers with the interests of our shareholders. We believe a named executive officer’s compensation should be tied directly to the achievement of our strategic, financial and operating goals, all of which are designed to deliver value to our shareholders. Therefore, a significant part of each named executive officer’s pay is “at-risk,” in the form of an annual, short-term, cash incentive award and long-term, equity-based incentive awards. The amount of the annual short-term cash incentive award earned depends on our company’s performance measured against financial and operating objectives, as well as the named executive officer meeting key leadership and development standards. The portion of our named executive officers’ compensation in the form of equity awards ties their compensation directly to creating shareholder value over the long-term. We believe this combination of annual short-term cash incentive awards and long-term equity awards aligns the incentives of our named executive officers with our shareholders.

  30. Competitive Pay

    Competitive Pay We believe a competitive executive compensation program is an important tool to help us attract, retain, and engage talented executives capable of leading our company in the competitive business environment in which we operate. We seek to establish total compensation opportunities for our named executive officers that are within a competitive range of the median of compensation opportunities awarded at our peer companies as further discussed below. For example, to recognize an individual’s unique qualifications or performance, we may choose to set their total compensation level above the median. However, if the executive is new to the role, we may set total compensation below the median level. Similarly, exceptional performance may result in compensation above the median. Earned compensation from these opportunities will vary based on company and individual performance as well as our stock price performance. Our compensation program is designed with the following principles in mind. ● Pay our executives based on their responsibilities, the capabilities and experience they possess, the performance they demonstrate and market conditions. ● Motivate our executives to conduct our business and manage our assets in a safe and environmentally responsible manner.

  31. The Executive Compensation Committee

    The Executive Compensation Committee The Committee has the responsibility for reviewing, approving and recommending our executive compensation program to the Board of Directors for approval. The role of the Committee is to oversee our compensation and benefit plans and policies, delegate responsibility for the administration of these plans and review and approve annually all compensation decisions relating to our executive officers, including compensation decisions for our named executive officers. The Committee’s practice is to review our executive officer compensation program and make specific decisions in February of each year, including review and approval of base salaries; review and approval of the achievement of annual short-term cash incentive goals for the prior year and corresponding payouts; review and approval of annual short-term cash incentive program thresholds, targets and maximums for the current fiscal year; review and approval of the level of vesting of long-term incentive grants, which were eligible to vest during the year; and review and approval of new long-term incentive grants. This review coincides with our Board of Directors’ review of our financial and operating results for the most recently completed year and allows the Committee to consider those results, as well as our financial and operating plan for the upcoming year, as it makes compensation decisions. The Committee submits its decisions regarding compensation of our Chief Executive Officer, our other named executive officers and our non-management directors to the Board of Directors for approval. The Committee recognizes the importance of maintaining sound basic principles for the development and administration of our compensation and benefit programs. The Committee has adopted practices to enhance the Committee’s ability to carry out effectively its responsibilities, as well as to ensure we maintain strong links between executive pay and performance. Examples of practices the Committee has adopted include: ● Holding executive sessions without company management present at every meeting of the Committee; ● Reviewing total compensation tally sheets for the named executive officers on an annual basis; ● Engaging an independent compensation consultant to advise the Committee on executive compensation issues; ● Meeting with the independent compensation consultant in executive session without management present at each regularly scheduled meeting of the Committee to discuss our compensation program and actions on a confidential basis; ● Evaluating the performance of the Committee each year; and ● Assessing the performance of the Committee’s independent compensation consultant each year. Following our 2023 annual meeting of shareholders, the Committee took into account the 94.2% affirmative vote of our shareholders who voted on our executive compensation, including abstentions, and determined to continue to apply the same principles the Committee has used historically in determining the nature and amount of executive compensation.

  32. The Role of the Independent Compensation Consultant

    The Role of the Independent Compensation Consultant The Committee has the authority under its charter to engage the services of outside advisors, experts and others to assist the Committee in the performance of its duties. During 2023, the Committee continued the engagement of Meridian Compensation Partners to serve as the Committee’s independent compensation consultant on matters related to executive and director compensation. The independent compensation consultant reports directly to the Committee and provides no other services to us. The Committee annually reviews and establishes the scope of the engagement of the Committee’s independent compensation consultant, which is reflected in an annual engagement letter between the consultant and the Committee. During 2023, the scope of the assignment and the material instructions regarding the services of the consultant were to: ● Provide input to the Committee’s decision-making with respect to executive compensation matters in light of our business strategy, pay philosophy, prevailing market practices, shareholder interests and relevant regulatory mandates; ● Provide advice on our executive pay philosophy; ● Provide advice on the composition of our compensation peer group for competitive benchmarking; ● Provide comprehensive competitive market studies as background against which the Committee can consider the company’s Chief Executive Officer and senior management base salaries, annual bonus opportunities, long-term incentive awards, benefits, perquisites and severance protections; ● Provide incentive plan design advice for both annual and various long-term incentive programs and other compensation and benefit programs that meet our objectives; ● Apprise the Committee about emerging best practices and changes in the regulatory and corporate governance environment; ● Provide consulting and competitive market data on director compensation matters; ● Conduct periodic meetings with our management as required from time to time to discuss executive compensation issues and prepare for Committee meetings; ● Assist with preparation of our annual proxy statement “Executive Compensation Discussion and Analysis”; ● Assist with developing tally sheets for our Chief Executive Officer and other senior officers; and ● Periodically review the Committee’s charter. In addition, the engagement letter provides for the consultant to be available to assist the Committee with respect to other executive compensation matters that may arise throughout the year. The independent compensation consultant attended each regularly scheduled meeting of the Committee in 2023. During a portion of each regular meeting, the independent compensation consultant met with the Committee in executive session without members of management present. The independent compensation consultant also communicated with members of the Committee outside of the Committee’s meetings as desired by the Committee members. The independent compensation consultant reviewed briefing materials, including those with respect to individual compensation matters prepared by management for the Committee, reviewed recommendations and proposals being submitted to the Committee and provided perspective, advice and recommendations to the Committee regarding the recommendations of management. The independent compensation consultant also gathered and provided competitive market data and other background information for consideration by the Committee. It is the Committee’s view that its independent compensation consultant should be able to render candid and direct advice independent of management’s influence and numerous steps have been taken to satisfy this objective. The independent compensation consultant is engaged by and reports directly to the Committee on matters related to compensation. As noted above, representatives of the independent compensation consultant meet separately with the Committee members outside the presence of management at each regular meeting and also speak separately with the Committee chair and other Committee members between meetings, as necessary or desired. The independent compensation consultant interacts from time to time directly with our Senior Vice President and Chief Human Resources Officer, Vice President -Total Rewards, Vice President, Associate General Counsel -Compliance and Ethics and Corporate Secretary and our compensation department as necessary to support the work of the independent compensation consultant on behalf of the Committee. These interactions are limited to those that are on the Committee’s behalf or related to matters that will be presented to the Committee for review and approval. At least annually, the Committee conducts a review of the independent compensation consultant’s performance and independence. This review includes an evaluation of the services that the independent compensation consultant has provided to the Committee, the related fees and the procedures implemented by the independent compensation consultant with respect to maintaining its independence. During 2023, Meridian Compensation Partners did not advise us or deliver any services other than the referenced compensation consulting services provided to the Committee. We incurred fees and expenses of $327,948 from Meridian Compensation Partners for compensation-related services to the Committee in 2023. In February 2023, the Committee considered the independence of Meridian Compensation Partners in light of Securities and Exchange Commission rules and NYSE listing standards regarding the independence of consultants to compensation committees. The Committee requested and received a letter from Meridian Compensation Partners addressing the consulting firm’s independence, including the following factors: (1) other services provided to us by the consultant; (2) fees paid by us as a percentage of the consulting firm’s total revenue; (3) policies or procedures maintained by the consulting firm that are designed to prevent a conflict of interest; (4) any business or personal relationships between the individual consultants involved in the engagement and any member of the Committee; (5) any company stock owned by the individual consultants involved in the engagement; and (6) any business or personal relationships between our executive officers and the consulting firm or the individual consultants involved in the engagement. The Committee discussed these considerations and concluded that the work of the consultant did not raise any conflict of interest and that the consultant was independent of the Committee and our company.

  33. Competitive Assessment

    Competitive Assessment For 2023 compensation decisions, the Committee asked Meridian Compensation Partners to assist it with the annual competitive assessment of our executive compensation program. The Committee reviewed independent executive compensation data compiled by Meridian Compensation Partners in November 2022 to assess competitive executive compensation levels for our then executive officers. The Committee considers a number of factors in structuring our compensation program and making compensation decisions, including the compensation practices of selected peer companies in the energy industry, which we refer to as our “Energy Peers.” The Committee’s independent compensation consultant annually reviews the peer group with the Committee to assess its continued appropriateness and applicability to our company. The 2023 Energy Peers were recommended by Meridian Compensation Partners and management and were selected because they have significant lines of business in the energy industry that are similar to our businesses in focus, ownership structure, affiliations and geography and because the size of their operations (e.g., enterprise value, market value, and earnings before interest, taxes, depreciation and amortization) and the skills and experience required of their senior management to effectively operate their businesses are also similar to our businesses. Companies that have similar lines of business but have a history of anomalous pay practices, as determined by the Committee in consultation with our independent compensation consultant, are excluded from consideration as a potential Energy Peer. In 2023, there was one addition, Western Midstream Partners, LP, to the Energy Peers we used in 2022. The Committee believed that Western Midstream Partners, LP was of appropriate size (primarily enterprise value and market capitalization), with a similar business to us, and is making progress in becoming a standalone midstream company. The Committee believes that reference to the Energy Peers is appropriate when reviewing our compensation program because we compete with these companies for executive talent.

  34. Compensation Mix and At-Risk Pay

    Compensation Mix and At-Risk Pay In determining the overall mix of 2023 compensation for our named executive officers, the Committee considered the competitive market data assembled by its independent compensation consultant in order to assess an appropriate allocation between cash and non-cash compensation. A significant portion of total executive compensation is variable and “at-risk” based on both the annual and long-term performance of our company, which aligns the interests of our executives with the interests of our shareholders. In 2023, consistent with our pay-for-performance philosophy, we granted to our named executive officers performance units (having a value equal to approximately 80% of the aggregate equity grant value) and time-vesting restricted units (having a value equal to approximately 20% of the aggregate equity grant value). In addition, the payment of long-term incentive compensation in the form of our common stock helps to align the interests of our executive officers with the interests of our shareholders and assists our executives in establishing a meaningful ownership position in our company and in meeting our share ownership guidelines.

  35. Annual Cash Compensation

    Annual Cash Compensation As in prior years, annual cash compensation in 2023 for the named executive officers consists of two components: base salary and a variable, at-risk, 2023 short-term incentive award that is earned based on both the company’s financial and operating performance and the executive officer’s individual performance. ● Base Salary. Annual base salary is designed to compensate executives for their level of responsibility, experience, tenure, sustained individual performance and contribution to our company. Salaries are reviewed annually. While the Committee considers our overall financial performance in establishing levels of executive compensation each year, there are no specific, objective financial results that are quantified by the Committee in establishing or changing the base salaries of our named executive officers. ● 2023 Short-Term Incentive Awards. Variable, at-risk, 2023 short-term incentive awards are made under our Annual Officer Incentive Plan and are designed to communicate collective annual corporate goals, to provide our named executive officers with a direct financial interest in our performance and profitability and to reward performance. The 2023 performance goals established under the Annual Officer Incentive Plan and the company’s performance relative to such goals are described under “2023 Short-Term Incentive Awards.”

  36. Long-Term Equity Incentive Awards

    Long-Term Equity Incentive Awards Grants of equity-based compensation are made pursuant to the ONEOK, Inc. Equity Incentive Plan (“2018 EIP”), which shareholders approved in May 2018. Typically, these grants consist of restricted units and performance units to our named executive officers and other eligible participants. These annual grants are designed to provide a meaningful incentive to enhance long-term shareholder value. A higher ratio of performance units to restricted units is granted to higher-level officers and those with more direct ability to impact the performance of the company.

  37. Nonqualified Deferred Compensation Plan

    Nonqualified Deferred Compensation Plan Our 2020 Nonqualified Deferred Compensation Plan (“NQDC Plan”), the successor plan to our two prior nonqualified deferred compensation plans, is available to a select group of management and highly compensated employees, including our named executive officers. The NQDC Plan permits participants to defer receipt of a portion of their compensation to be earned during the following year until a later date permitted under the NQDC Plan and provides notional employer contributions to compensate participants who are subject to certain limits established by the Internal Revenue Code of 1986, as amended (the “Tax Code”), with respect to their qualified plan benefits. Because these arrangements are, by their nature, tied to cash compensation and qualified plan benefits, they are not considered by the Committee when establishing salary and short-term and long-term incentive measures and amounts. Historically, officers also were eligible to defer the receipt of their performance unit awards into the NQDC Plan.

  38. Goal Setting

    Goal Setting The Committee also approved a threshold, target and maximum level for each financial and operational measure. These levels were based on the expectation that there was: a high likelihood the threshold will be achieved; a reasonable likelihood the target will be achieved; and a low likelihood the maximum will be achieved. Based upon the company’s performance against these measures, targeted annual short-term cash incentive awards for 2023 company performance could range from zero to a maximum of 200% of target. In determining the actual annual short-term incentive award to be paid to each named executive officer, assuming the company’s performance measures are met, the award may be adjusted based on individual performance, which is measured based on the individual’s contributions to achieving our corporate goals. As in past years, tying the annual short-term cash incentive award to individual performance raises the level of personal accountability for each named executive officer. The 2023 metrics and targets are summarized as follows:

  39. Goal Setting

    | ONEOK, Inc. Corporate Performance Criteria 2023 Fiscal Year | Threshold (Pays 0%) | Target (Pays 100%) | Maximum (Pays 200%) | Weighting | Target Payout | Maximum Payout | | Earnings Per Share (EPS) | $4.88 | $5.36 | $5.84 | 40% | 40% | 80% | | Return On Invested Capital (ROIC) | 17.77% | 19.19% | 20.62% | 40% | 40% | 80% | | Total Recordable Incident Rate (TRIR) | 0.42 | 0.30 | 0.23 | 10% | 10% | 20% | | Agency Reportable Environmental Event Rate (AREER) | 0.50 | 0.40 | 0.30 | 10% | 10% | 20% | | | | | Total | 100% | 100% | 200% |

  40. Goal Setting

    For each performance measure in the table above, no incentive amount would be paid for that measure if the company’s actual result was less than or equal to the threshold level. If our actual result was between the stated performance levels, the percentage payable was interpolated between the stated payout percentages on a linear basis. Maximum corporate payout percentages were set for each performance level. The cumulative corporate payout percentage achieved for 2023 was 183% of target. In addition to taking into account the established corporate criteria, annual short-term cash incentive awards to the named executive officers are subject to further adjustment through the application of an individual performance modifier generally ranging from zero to 125% of the payout percentage established by the scorecard above. The individual performance modifier is set by the Committee annually, taking into consideration management’s recommendation regarding individual performance and contribution. However, the Committee itself sets Mr. Norton’s individual performance modifier after considering his performance and contribution. Management makes no recommendation to the Committee regarding Mr. Norton’s individual performance modifier. The Annual Officer Incentive Plan provides that, in the event of a change in control, each participant in the plan shall be paid a short-term incentive award which is not less than the prorated portion of the incentive award the participant would otherwise receive for that plan year through the date of such change in control; provided, however, that the company will assume that all thresholds and targets as specified for the plan year have been met and that the short-term incentive award will be reduced by any amount otherwise payable by the company to the participant under any other plan, agreement or arrangement based on substantially the same performance goals applicable for that period of time and performance, including our Change in Control Severance Plan.

  41. IMPACT OF MAGELLAN ACQUISITION ON 2023 ONEOK STIP

    IMPACT OF MAGELLAN ACQUISITION ON 2023 ONEOK STIP In February 2023, the company’s acquisition of Magellan was not among the considerations when the annual short-term cash incentive plan performance goals were approved by the Committee and our Board of Directors. In August 2023, the Committee, along with executive management and Meridian Compensation Partners, began reviewing the potential impact of the announced Magellan acquisition. It was apparent that an anticipated third-quarter 2023 closing of the acquisition would impact the plan’s financial measures – EPS and ROIC. As a result, executive management and Meridian Compensation Partners began developing a modified approach to calculate the EPS and ROIC payout factors for the 2023 annual short-term incentive plan. As to the plan’s operational measures – TRIR and AREER – no adjustments were needed as both remained measurable through year-end with minimal impact due to the acquisition. With the Committee’s input, executive management and Meridian Compensation Partners developed “Guiding Principles” to inform any Committee decision related to the determination of payouts for the plan’s financial measures. Such principles included: ● Maintaining the company’s pay for performance philosophy; ● Holding management accountable for financial results through year-end; ● Treating participants fairly; ● Avoiding or limiting complexity; ● Limiting the need for Committee discretion; ● Communicating the impact to participants to eliminate uncertainty; and ● Supporting employee engagement during a time of significant transition. ONEOK’s acquisition of Magellan closed on September 25, 2023. In November 2023, executive management and Meridian Compensation Partners recommended for the Committee’s consideration the following measurement approach designed to neutralize the unplanned impact of the Magellan acquisition on the plan’s financial measures:

  42. IMPACT OF MAGELLAN ACQUISITION ON 2023 ONEOK STIP

    | METRIC | MEASUREMENT APPROACH | COMMENT | | EPS | Full-year earnings (net of adjustments described below) for legacy ONEOK business, divided by weighted-average diluted shares outstanding from 1/1/2023 through 9/24/2023. | Neutralizes impact of transaction and issuance of shares to Magellan shareholders. | | ROIC | Full-year EBIT (net of adjustments described below) for legacy ONEOK business, divided by dail average invested capital from 1/1/2023 through 9/24/2023. | Neutralizes impact of transaction, including changes to capital base. |

  43. IMPACT OF MAGELLAN ACQUISITION ON 2023 ONEOK STIP

    Such approach included: ● Exclusion of transaction costs (e.g., fees paid to financial, legal, accounting and other advisors, severance costs, etc.); and ● Adjustment for impact of borrowing funds to pay the cash portion of the purchase price (both interest income and interest expense). Executive management and Meridian Compensation Partners believed the recommended measurement approach and adjustments described above were well within market practice for similar situations. At that time, executive management and Meridian Compensation Partners also reviewed with the Committee various alternative approaches considered for addressing the financial measures along with the evaluation of their effectiveness in achieving the “Guiding Principles” previously developed. After thorough discussion, review and consideration, the modified approach to calculate the EPS and ROIC payout factors for the 2023 annual short-term incentive plan (described above) was approved by the Committee and our Board of Directors at their respective meetings on November 8, 2023.

  44. 2023 Results

    At the regular meeting of the Committee held in February 2024, the Committee determined that payouts under the 2023 Annual Officer Incentive Plan would be based on a 183% corporate modifier. This determination was made following the calculation of the year-end results of the company’s achievement with respect to the four objective performance criteria referenced above. The percentage modifier was calculated based on a sum of the following determinations: ● The 2023 EPS, as adjusted for the Magellan acquisition, was $5.93, which was greater than the maximum goal. As a result, a weighted payout of 80% was earned toward the overall corporate modifier; ● The 2023 ROIC, as adjusted for the Magellan acquisition, was 21.05%, which was greater than the maximum goal. As a result, a weighted payout of 80% was earned toward the overall corporate modifier; ● The 2023 TRIR performance was 0.36, which was between the threshold and target goals. As a result, a weighted payout of 5% was earned toward the overall corporate modifier; and ● The 2023 AREER was 0.32, which was between the target and maximum goals. As a result, a weighted payout of 18% was earned toward the overall corporate modifier. These performance measure percentages were added together to arrive at the 183% corporate modifier. ● The 2023 TRIR performance of 0.36 represented a 16.7% increase (or decline in performance) over the 2023 target of 0.30. The 2023 AREER result was 29% lower (better) than 2022 due to an decrease in AREER events. For more information about the history of our AREER operational measure, see page 42. The continued safe, reliable and environmentally sustainable operation of our network of integrated natural gas and natural gas liquids assets is essential to our business success. ● To determine the short-term awards payable to each of our named executive officers with respect to 2023, the company’s 183% modifier was multiplied by the named executive officer’s base salary, times his or her target short-term incentive percentage as set forth in the table above, and times his or her individual performance modifier as described above. The annual calculation for our named executive officers may be summarized as follows:

  45. Short-Term Incentive Award Calculation

    Short-Term Incentive Award Calculation Note: If an employee has been with the company for less than a year or if they worked part-time for any portion of the year, the incentive award is prorated to reflect that. The Committee did not exercise its discretion to adjust the amount of the 2023 corporate modifier for extraordinary circumstances. The “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table for Fiscal 2023 on page 76 contains the annual short-term incentive awards under the Annual Officer Incentive Plan earned by each of the named executive officers for 2023 and paid in 2024. 2023 LONG-TERM INCENTIVE AWARDS

  46. Overview

    Overview The objectives of our long-term incentive program are to motivate and reward executives and other key employees for sustained long-term performance and to promote their retention. We do not grant stock options, and no options are held by named executive officers. Participation in our 2018 EIP is limited to those officers and employees who are in a position to contribute significantly to our long-term growth and profitability. The 2018 EIP is administered by the Committee, and the Committee is authorized to make all future grants of long-term incentive awards, as well as to make all decisions and interpretations required to administer the plans. Equity-based long-term incentive awards are generally approved and granted on an annual cycle, typically in the first quarter of each year. Awards made by the Committee in February 2023 were based upon competitive market data provided to the Committee by the Committee’s independent compensation consultant; the Committee’s assessment of our overall performance and the individual executive’s performance and contribution as well as Mr. Norton’s recommendations for named executive officers other than himself. The Committee also considered the size of equity grants made in prior years to each executive.

  47. 2023 Awards

    | PERFORMANCE UNITS VESTING LEVELS FEBRUARY 2023—FEBRUARY 2026 PERFORMANCE PERIOD | | | ONEOK TSR Ranking vs. ONEOK Peer Group | Percentage of Performance Units Earned | | 90th percentile and above | 200% | | 75th percentile | 150% | | 50th percentile | 100% | | 25th percentile | 50% | | Below 25th percentile | 0% |

  48. 2023 Awards

    | PERFORMANCE UNITS VESTING LEVELS FEBRUARY 2020—FEBRUARY 2023 PERFORMANCE PERIOD | | | ONEOK TSR Ranking vs. ONEOK Peer Group | Percentage of Performance Units Earned | | 90th percentile and above | 200% | | 75th percentile | 150% | | 50th percentile | 100% | | 25th percentile | 50% | | Below 25th percentile | 0% |

  49. 2023 Awards

    Shares which count toward the minimum ownership guideline include: ● Shares owned by the officer, ● Shares held in trust for the benefit of the officer or the benefit of the officer’s immediate family, ● Shares held in qualified plans, and ● Restricted units. Stock options or performance unit shares that have not yet been earned and vested do not count toward the minimum ownership guideline. Our share ownership guidelines provide that an officer may not sell shares of stock unless such officer holds shares that meet the minimum ownership guideline after giving effect to such sale. All officers were in compliance with these guidelines in 2023. CHANGE IN CONTROL BENEFITS Our executive management and other employees have built our company into the successful enterprise that it is today, and we believe that it is important to protect their interests in the event of a change in control of our company. Further, it is our belief that the interests of our shareholders will be best served if the interests of our senior management are aligned with our shareholders, and that providing change in control benefits should mitigate any potential reluctance of executive management to pursue potential change in control transactions that may be in the best interests of our shareholders. We have a Change in Control Severance Plan that provides for certain payments (comprised of a single lump sum cash payment that may be up to three times the sum of a participant’s base salary and target short-term incentive bonus, plus reimbursement of COBRA healthcare premiums for up to 18 months) in the event of termination of employment involuntarily without cause or voluntarily for good reason of an executive officer of our company (including the named executive officers) within the two years following a change in control (a so-called “double-trigger” plan). The plan does not provide for additional pension benefits upon a change in control. In addition, the plan does not provide a tax gross-up feature but provides plan participants a “net best” approach to excise taxes in determining the benefit payable to a participant under the plan. This approach provides a participant his or her “net best benefit,” which is the greater of (i) the full benefit payable to a participant net of the applicable federal excise tax, if any, or (ii) the benefit reduced to a level that would not trigger the payment of federal excise tax. To determine the levels of benefits to be paid to the named executive officers under the plan when the plan was adopted, the Committee consulted with Meridian Compensation Partners, its independent compensation consultant, to determine competitive practices in our industry with respect to change in control arrangements. The Committee determined that the levels of benefits provided under the plan, including the payment of various multiples of salary and target short-term incentive compensation, accomplished our objective of providing competitive benefits and that these benefits are consistent with the general practice among our peers. The Committee annually reviews the eligible participants and benefit levels under the plan. For additional information on this plan, see “Potential Post-Employment Payments and Payments Upon a Change in Control” below. INTERNAL REVENUE SERVICE LIMITATIONS ON DEDUCTIBILITY OF EXECUTIVE COMPENSATION Under Section 162(m) of the Tax Code, the company will generally not be entitled to a tax deduction for individual compensation over $1 million that is paid to certain executive officers. In 2023, the Committee once again compensated executive officers in a manner designed to promote varying corporate goals in the best interest of the company. The Committee has not adopted a policy requiring all compensation to be fully deductible under Section 162(m). The Committee will continue to consider the potential impact of the application of Section 162(m) on compensation for its executive officers among other relevant considerations and reserves the right to provide compensation to executive officers that would not be tax-deductible, if it believes that taking any such action is aligned with the interests of the company and its shareholders. 2024 REPORT OF THE EXECUTIVE COMPENSATION COMMITTEE The Executive Compensation Committee of the Board of Directors has the responsibility for reviewing and recommending to the Board of Directors the company’s executive compensation program. The Committee is composed entirely of persons who qualify as independent directors under the listing standards of the NYSE. In this context, the Committee has met, reviewed and discussed with management the Executive Compensation Discussion and Analysis contained in this proxy statement. Based on this review and discussion, the Committee recommended to the Board of Directors, and the Board of Directors approved, the inclusion of the Executive Compensation Discussion and Analysis in this proxy statement. Respectfully submitted by the members of the Executive Compensation Committee of the Board of Directors: Eduardo A. Rodriguez, Chair Lori A. Gobillot, Member Randall J. Larson, Member Steven J. Malcolm, Member Gerald B. Smith, Member NAMED EXECUTIVE OFFICER COMPENSATION The following table reflects the compensation paid to the named executive officers in respect of our 2023, 2022 and 2021 fiscal years.

  50. SUMMARY COMPENSATION TABLE FOR FISCAL 2023

    SUMMARY COMPENSATION TABLE FOR FISCAL 2023

  51. SUMMARY COMPENSATION TABLE FOR FISCAL 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 | | Pierce H. Norton II President and Chief Executive Officer | 2023 | $835,000 | $6,274,485 | $2,101,100 | $— | $336,989 | $9,547,574 | | | 2022 | $835,000 | $5,618,292 | $1,467,300 | $— | $218,432 | $8,139,024 | | | 2021 | $426,989 | $5,913,510 | $872,200 | $— | $33,879 | $7,246,578 | | Walter S. Hulse III Chief Financial Officer, Treasurer and Executive Vice President, Investor Relations & Corporate Development | 2023 | $600,000 | $2,760,803 | $1,372,500 | $— | $190,814 | $4,924,117 | | | 2022 | $580,000 | $2,122,475 | $809,800 | $— | $179,137 | $3,691,412 | | | 2021 | $580,000 | $2,144,783 | $907,700 | $— | $101,140 | $3,733,623 | | Kevin L. Burdick Executive Vice President & Chief Commercial Officer | 2023 | $500,000 | $2,007,859 | $1,043,100 | $— | $153,963 | $3,704,922 | | | 2022 | $500,000 | $1,997,646 | $607,100 | $— | $164,867 | $3,269,613 | | | 2021 | $500,000 | $2,018,585 | $805,700 | $— | $92,240 | $3,416,525 | | Sheridan C. Swords Senior Vice President, Natural Gas Liquids and Natural Gas Gathering and Processing | 2023 | $500,000 | $1,756,885 | $855,500 | $661,416 | $71,844 | $3,845,645 | | | 2022 | $500,000 | $1,560,634 | $613,400 | $— | $75,772 | $2,749,806 | | | 2021 | $500,000 | $1,577,038 | $642,200 | $187,986 | $45,400 | $2,952,624 | | CHARLES M. KELLEY Senior Vice President, Natural Gas Pipelines | 2023 | $475,000 | $1,254,915 | $684,500 | $671,930 | $60,730 | $3,147,075 | | STEPHEN B. ALLEN Senior Vice President, General Counsel and Assistant Secretary (Retired October 1, 2023) | 2023 | $401,442 | $1,380,369 | $729,800 | $— | $121,513 | $2,733,124 |

  52. SUMMARY COMPENSATION TABLE FOR FISCAL 2023

    1 The amounts included relate to restricted units and performance units granted under our 2018 EIP and reflect the aggregate grant date fair value calculated pursuant to ASC Topic 718. Material assumptions used in the calculation of the value of these equity grants are included in Note K to our audited financial statements for the year ended December 31, 2023, included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2024. The aggregate grant date fair value of restricted units for purposes of ASC Topic 718 was determined based on the closing price of our common stock on the grant date, adjusted for the current dividend yield. With respect to the performance units, as market condition awards, the grant date fair value for purposes of ASC Topic 718 is the full grant date fair value, as adjusted to reflect any increase or reduction in value that is appropriate for the probability that the market condition might or might not be met. For a discussion of the assumptions used to calculate the value of performance unit awards, refer to Note K to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. Using the maximum number of shares issuable upon vesting of the performance units (200% of the units granted), the aggregate grant date fair value of the performance units with respect to 2023 would be as follows:

  53. SUMMARY COMPENSATION TABLE FOR FISCAL 2023

    | Name | 2023 | | Pierce H. Norton II | $10,548,941 | | Walter S. Hulse III | $4,641,541 | | Kevin L. Burdick | $3,375,682 | | Sheridan C. Swords | $2,953,787 | | Charles M. Kelley | $2,109,823 | | Stephen B. Allen | $2,320,770 |

  54. SUMMARY COMPENSATION TABLE FOR FISCAL 2023

    Footnotes continue on the following page.

  55. SUMMARY COMPENSATION TABLE FOR FISCAL 2023 (Footnotes continued)

    SUMMARY COMPENSATION TABLE FOR FISCAL 2023 (Footnotes continued) We maintain an Employee Stock Award Program, pursuant to which we have issued one share of our common stock to all eligible employees, including our named executive officers, for no monetary consideration, when the per-share closing price of our common stock on the NYSE is at or above each one dollar increment above its previous high closing price. We have issued and will continue to issue, for no monetary consideration, one additional share of our common stock to all eligible employees when the closing price on the NYSE is at or above each one dollar increment above its previous high closing price. No shares were issued to eligible employees under this program during 2021, 2022, or 2023. 2 The amounts for 2023 reflect the annual short-term cash incentive awards earned by each of the named executive officers in 2023 and paid in 2024. For a discussion of the performance criteria established by the Committee for awards under the Annual Officer Incentive Plan, see “2023 Short-Term Incentive Awards” above. 3 The amounts in 2023 represent the aggregate change during 2023 in the actuarial present value of the named executive officers’ accumulated benefits under our qualified Retirement Plan and our Supplemental Executive Retirement Plan. 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 an increase in compensation, additional years of service, age and the applicable discount rate, which was 5.40% for the Retirement Plan and 5.40% for the Supplemental Executive Retirement Plan for 2023. The Retirement Plan was closed to new participants in 2005, and the only named executive officers who participate in the plan are Mr. Swords and Mr. Kelley. The change in net pension value for 2023 was an increase of $661,416 for Mr. Swords and an increase of $671,930 for Mr. Kelley. Mr. Swords and Mr. Kelley are also the only named executive officers who participate in our Supplemental Executive Retirement Plan. This plan has not accepted any new participants since 2005. 4 Reflects (i) the amounts paid as our dollar-for-dollar match of contributions made by the named executive officer plus quarterly and annual company profit- sharing contributions to our 401(k) Plan, as well as non-matching employer contributions and corresponding excess contributions under our Nonqualified Deferred Compensation Plan, (ii) amounts paid for length of service awards and annual holiday gifts and (iii) charitable contributions made on behalf of the named executive officer as follows with respect to 2023:

  56. SUMMARY COMPENSATION TABLE FOR FISCAL 2023 (Footnotes continued)

    | Name | 2023 | Nonqualified Deferred Compensation Plan a | Match Under 401(k) Plan b | Company Profit-Sharing Contributions c | Service Award/ Holiday Gift d | Charitable Contributions e | | Pierce H. Norton II | 2023 | $256,399 | $14,950 | $23,100 | $40 | $42,500 | | Walter S. Hulse III | 2023 | $140,374 | $19,800 | $23,100 | $40 | $7,500 | | Kevin L. Burdick | 2023 | $101,023 | $19,800 | $23,100 | $40 | $10,000 | | Sheridan C. Swords | 2023 | $47,004 | $19,800 | $— | $40 | $5,000 | | Charles M. Kelley | 2023 | $36,390 | $19,800 | $— | $40 | $4,500 | | Stephen B. Allen | 2023 | $74,663 | $13,750 | $23,100 | $— | $10,000 |

  57. SUMMARY COMPENSATION TABLE FOR FISCAL 2023 (Footnotes continued)

    a For additional information on our Nonqualified Deferred Compensation Plan, see “Pension Benefits—Nonqualified Deferred Compensation Plan” below. b Our 401(k) Plan is a tax-qualified plan that covers substantially all of our employees. Employee contributions are voluntary. Subject to certain limits, we match 100% of employee contributions to the plan each payroll period up to a maximum of 6% of eligible compensation. c The Profit Sharing Plan was merged into our 401(k) Plan effective January 1, 2019, and profit-sharing contributions are now made under our 401(k) Plan. d Service awards are paid to employees every five years on the employee’s employment anniversary with the company in an amount calculated by multiplying each full year of service with the company times $40. Mr. Norton was given credit for previous employment with the company of almost 10 years from 2004-2014. e Reflects charitable contributions made by our company or the ONEOK Foundation, Inc. on behalf of the named executive officer consisting of (i) matching contributions up to $10,000 per year made to non-profit organizations of the officer’s choice under our employee matching grant program, and (ii) matching contributions to the United Way pursuant to our annual United Way contribution program. The $42,500 contributions for Mr. Norton include $32,500 matching contributions to the Tulsa Area United Way and $10,000 matching contributions to a non-profit organization of Mr. Norton’s choice. 2023 GRANTS OF PLAN-BASED AWARDS The following table reflects the grants of plan-based awards to the named executive officers during 2023.

  58. GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR 2023

    GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR 2023

  59. GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR 2023

    | | | Estimated Future Payouts Under Non- Equity Incentive Plan Awards 1 | | | Estimated Future Payouts Under Equity Incentive Plan Awards 2, 5 | | | All Other Stock Awards: Number of Shares of Stock or Units 3, 5 | Grant Date Fair Value of Stock Awards 4 | | Name | Grant Date | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | Pierce H. Norton II | | | | | | | | | | | Restricted Units | 2/22/2023 | | | | | | | 15,065 | $1,000,015 | | Performance Units | 2/22/2023 | | | | 30,129 | 60,259 | 120,518 | | $5,274,470 | | Short-Term Incentive | | $— | $1,043,800 | $2,609,400 | | | | | | | Walter S. Hulse III | | | | | | | | | | | Restricted Units | 2/22/2023 | | | | | | | 6,629 | $440,033 | | Performance Units | 2/22/2023 | | | | 13,257 | 26,514 | 53,028 | | $2,320,770 | | Short-Term Incentive | | $— | $600,000 | $1,500,000 | | | | | | | Kevin L. Burdick | | | | | | | | | | | Restricted Units | 2/22/2023 | | | | | | | 4,821 | $320,018 | | Performance Units | 2/22/2023 | | | | 9,641 | 19,283 | 38,566 | | $1,687,841 | | Short-Term Incentive | | $— | $475,000 | $1,187,500 | | | | | | | Sheridan C. Swords | | | | | | | | | | | Restricted Units | 2/22/2023 | | | | | | | 4,218 | $279,991 | | Performance Units | 2/22/2023 | | | | 8,436 | 16,873 | 33,746 | | $1,476,894 | | Short-Term Incentive | | $— | $425,000 | $1,062,500 | | | | | | | Robert F. Martinovich | | | | | | | | | | | Restricted Units | 2/22/2023 | | | | | | | 3,013 | $200,003 | | Performance Units | 2/22/2023 | | | | 6,026 | 12,052 | 24,104 | | $1,054,912 | | Short-Term Incentive | | $— | $356,300 | $890,600 | | | | | | | sTEPHEN B. ALLEN | | | | | | | | | | | Restricted Units | 2/22/2023 | | | | | | | 3,314 | $219,983 | | Performance Units | 2/22/2023 | | | | 6,628 | 13,257 | 26,514 | | $1,160,385 | | Short-Term Incentive | | $— | $425,000 | $1,062,500 | | | | | |

  60. GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR 2023

    1 Reflects estimated payments that could have been made under our Annual Officer Incentive Plan. The 2023 short-term incentive plan provides for awards based on financial and operational performance of the company, as well as individual performance during the relevant fiscal year. Company performance and individual performance criteria are established annually by the Committee. The Committee also establishes annual target and maximum awards for each officer expressed as a percentage of their base salaries. The actual amounts earned by the named executive officers in 2023 under the plan and paid in 2024 are set forth under the “Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table for Fiscal 2023 above. 2 Reflects the performance units that could be earned pursuant to awards granted under our 2018 EIP that vest following the end of the applicable performance period, at which time the holder is entitled to receive a percentage (0 to 200%) of the performance units granted based on our TSR over the period of February 22, 2023, to February 22, 2026, compared with the TSR of the referenced peer group. One share of our common stock is payable in respect of each performance unit that vests. Performance units are also subject to accelerated vesting upon a qualifying termination of employment in connection with a change in control based on the greater of (a) a prorated payout at target or (b) payout in full based on actual TSR performance relative to that of the designated peer group as of the effective date of the change in control. 3 Reflects restricted units granted under our 2018 EIP that vest at the end of a designated period, typically three years from the date of grant, at which time the grantee is entitled to receive the grant in shares of our common stock. Restricted units are also subject to accelerated vesting upon a qualifying termination of employment in connection with a change in control. 4 Amounts represent the grant date fair value of restricted unit awards and performance unit awards granted during 2023, calculated in accordance with ASC Topic 718. For a discussion of the assumptions used to calculate the value of performance unit awards, refer to Note K to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. 5 The amounts shown for the 2023-2026 PSUs and RSUs reflect the grant date fair value of the awards at target payout. The grant date fair value of the 2023-2026 equity awards, assuming the highest level of performance (i.e. 200% of target for PSUs) are as follows: Mr. Norton, $11,548,955, Mr. Hulse, $5,081,574, Mr. Burdick, $3,695,700, Mr. Swords, $3,233,778, Mr. Kelley, $2,309,826, and Mr. Allen, $2,540,754. The actual value, if any, which an executive may realize from a RSU or PSU award is contingent upon the satisfaction of the conditions to vesting applicable to that award, and is determined by reference to stock price, which may fluctuate. Thus, there is no assurance that the value, if any, eventually realized by the executive will correspond to the amount shown in the table. OUTSTANDING EQUITY AWARDS The following table shows the outstanding equity awards held by the named executive officers as of December 31, 2023.

  61. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

  62. OUTSTANDING EQUITY AWARDS AT 2023 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 4 | 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 4 | | PIERCE H. NORTON II | 61,699 | $4,332,490 | $122,526 | $8,603,773 | | WALTER S. HULSE III | 21,861 | $1,535,103 | $59,340 | $4,166,875 | | KEVIN L. BURDICK | 19,092 | $1,340,623 | $53,014 | $3,722,613 | | SHERIDAN C. SWORDS | 15,388 | $1,080,520 | $42,321 | $2,971,792 | | CHARLES M. KELLEY | 11,933 | $837,930 | $33,133 | $2,326,620 | | STEPHEN B. ALLEN | — | — | $19,565 | $1.373,855 |

  63. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    1 Represents restricted units, including accrued dividend equivalents, that have not yet vested as of December 31, 2023. Restricted units vest at the end of a designated period, typically 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 restricted unit (and any accrued dividend equivalent rights associated with such restricted unit). The following table reflects the vesting schedule for our outstanding restricted units. (Mr. Allen’s restricted units vested immediately, on a pro-rated basis, upon his October 1, 2023 retirement, and thus, such units are not included in the following table).

  64. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | RESTRICTED STOCK UNIT VESTING SCHEDULE | | | | Name | Number of Restricted Units | Vest Date | | Pierce H. Norton II | 29,540 | on June 28, 2024 | | | 16,399 | on February 23, 2025 | | | 15,761 | on February 22, 2026 | | Walter S. Hulse III | 8,731 | on February 17, 2024 | | | 6,195 | on February 23, 2025 | | | 6,935 | on February 22, 2026 | | Kevin L. Burdick | 8,218 | on February 17, 2024 | | | 5,831 | on February 23, 2025 | | | 5,044 | on February 22, 2026 | | Sheridan C. Swords | 6,420 | on February 17, 2024 | | | 4,555 | on February 23, 2025 | | | 4,413 | on February 22, 2026 | | Charles M. Kelley | 5,136 | on February 17, 2024 | | | 3,644 | on February 23, 2025 | | | 3,152 | on February 22, 2026 | | Stephen B. Allen | 14,915 | on February 17, 2024 | | | 3,361 | on February 23, 2025 | | | 1,289 | on February 22, 2026 |

  65. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    2 Represents performance units, including accrued dividend equivalents, that have not yet vested as of December 31, 2023. Performance units typically vest three years from the grant date, at which time the holder is entitled to receive a percentage (0 to 200%) of the performance units granted (and any accrued dividend equivalent rights associated with such performance units) based on our cumulative TSR over the three-year performance period, compared with the cumulative TSR of the referenced peer group. One share of our common stock is payable in respect of each performance unit granted that becomes vested. The following table reflects the projected vesting level of our outstanding performance units at December 31, 2023, reflecting a 100% payout (the target payout under the performance units) for grants vesting in 2024, and a 50% payout for grants vesting in 2025 and 2026. Mr. Allen’s performance units reflect a pro-rated number of units that remain eligible to vest. His performance units were pro-rated in connection with his October 1, 2023 retirement, but will only vest based on the achievement of the applicable performance goals. Footnotes continue on the following page.

  66. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | PERFORMANCE UNIT VESTING SCHEDULE | | | | Name | Number of Performance Units | Vest Date | | Pierce H. Norton II | 62,231 | on February 17, 2024 | | | 30,165 | on February 23, 2025 | | | 30,130 | on February 22, 2026 | | Walter S. Hulse III | 34,687 | on February 17, 2024 | | | 11,396 | on February 23, 2025 | | | 13,257 | on February 22, 2026 | | Kevin L. Burdick | 32,646 | on February 17, 2024 | | | 10,726 | on February 23, 2025 | | | 9,642 | on February 22, 2026 | | Sheridan C. Swords | 25,505 | on February 17, 2024 | | | 8,379 | on February 23, 2025 | | | 8,437 | on February 22, 2026 | | Charles M. Kelley | 20,404 | on February 17, 2024 | | | 6,703 | on February 23, 2025 | | | 6,026 | on February 22, 2026 | | Stephen B. Allen | 14,915 | on February 17, 2024 | | | 3,361 | on February 23, 2025 | | | 1,289 | on February 22, 2026 |

  67. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    3 All restricted units provide that any such unvested units will vest upon a qualifying termination of employment in connection with a change in control of the company. All performance units will vest in the event of a change in control and subsequent qualifying termination at the greater of (i) prorated vesting at the target number of performance units or (ii) vesting based on actual TSR performance as of the date of the change in control, in either case including accrued dividend equivalents. See “Post-Employment Payments and Payments upon a Change in Control.” 4 Based on the closing price of our common stock on the NYSE on December 31, 2023 of $70.22. STOCK VESTED The following table sets forth stock awards held by the named executive officers that vested in 2023, including restricted units and performance units that were granted in 2020. No named executive officer exercised any options during 2023, and no named executive officer or any other employee currently holds any unexercised options.

  68. STOCK VESTED IN FISCAL YEAR 2023

    STOCK VESTED IN FISCAL YEAR 2023

  69. STOCK VESTED IN FISCAL YEAR 2023

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting 5 | Value Realized on Vesting 6 | | PIERCE H. NORTON II | 13,440 | $813,394 | | WALTER S. HULSE III | 14,978 | $1,007,410 | | KEVIN L. BURDICK | 14,978 | $1,007,410 | | SHERIDAN C. SWORDS | 11,701 | $787,010 | | CHARLES M. KELLEY | 9,361 | $629,634 | | STEPHEN B. ALLEN | 14,190 | $930,519 |

  70. STOCK VESTED IN FISCAL YEAR 2023

    5 Includes restricted units granted in 2020 that vested in 2023 and were paid in shares of our common stock and performance units granted in 2020 which vested in 2023 at 54% of target and were paid in shares of our common stock and, with respect to Mr. Allen, restricted units that vested in connection with his retirement. 6 The value received 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. PENSION BENEFITS The following table sets forth the estimated present value of accumulated benefits as of December 31, 2023, and payments made during 2023, in respect of each named executive officer under each of the referenced retirement plans.

  71. PENSION BENEFITS AS OF DECEMBER 31, 2023

    PENSION BENEFITS AS OF DECEMBER 31, 2023

  72. PENSION BENEFITS AS OF DECEMBER 31, 2023

    | Name | Plan Name 1 | Number of Years Credited Service | Present Value of Accumulated Benefit 2 | Payments During Last Fiscal Year | | Pierce H. Norton II | Supplemental Executive Retirement Plan | — | $— | $— | | | Retirement Plan | — | $— | $— | | Walter S. Hulse III | Supplemental Executive Retirement Plan | — | $— | $— | | | Retirement Plan | — | $— | $— | | Kevin L. Burdick | Supplemental Executive Retirement Plan | — | $— | $— | | | Retirement Plan | — | $— | $— | | Sheridan C. Swords | Supplemental Executive Retirement Plan | 19 | $2,204,071 | $— | | | Retirement Plan | 19 | $836,046 | $— | | CHARLES M. KELLEY | Supplemental Executive Retirement Plan | 24 | $2,977,001 | $— | | | Retirement Plan | 24 | $1,460,152 | $— | | STEPHEN B. ALLEN | Supplemental Executive Retirement Plan | — | $— | $— | | | Retirement Plan | — | $— | $— |

  73. PENSION BENEFITS AS OF DECEMBER 31, 2023

    1 No new participants have been added to our Supplemental Executive Retirement Plan, a nonqualified defined benefit pension plan, since 2005, and, in November 2013, our Board of Directors approved an amendment to the Supplemental Executive Retirement Plan that closed this plan to any additional participants as of January 1, 2014. The Retirement Plan, a qualified defined benefit pension plan, was closed to new participants as of January 1, 2005. Mr. Swords and Mr. Kelley are the only named executive officers who participate in the Retirement Plan and the Supplemental Executive Retirement Plan. 2 A participating executive officer’s benefit is determined as of age 62 when an unreduced benefit can be received under the plans. The present value of the unreduced benefit is determined using the assumptions from the pension plan measurement date of December 31, 2023. Material assumptions used in the calculation of the present value of accumulated benefits are included in Note L to our audited financial statements for the year ended December 31, 2023, included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2024.

  74. Nonqualified Deferred Compensation Plan

    Nonqualified Deferred Compensation Plan The following table sets forth certain information regarding the participation by the named executive officers in our Nonqualified Deferred Compensation Plan.

  75. Nonqualified Deferred Compensation Plan

    | 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 Last Fiscal Year End 3 | | PIERCE H. NORTON II | 2023 | $16,700 | $256,399 | $34,869 | 0 | $492,586 | | WALTER S. HULSE III | 2023 | $110,980 | $140,374 | $242,111 | 0 | $1,859,413 | | KEVIN L. BURDICK | 2023 | $85,710 | $101,023 | $171,493 | 0 | $1,549,855 | | SHERIDAN C. SWORDS | 2023 | $10,000 | $47,004 | $739,764 | 0 | $4,798,448 | | CHARLES M. KELLEY | 2023 | $65,150 | $36,390 | $211,939 | 0 | $1,561,223 | | STEPHEN B. ALLEN | 2023 | $— | $74,663 | $109,738 | 0 | $1,192,613 |

  76. Nonqualified Deferred Compensation Plan

    1 The “All Other Compensation” column of the Summary Compensation Table for Fiscal Year 2023 at page 76 includes these amounts paid under our Nonqualified Deferred Compensation Plan as our excess contributions, as well as quarterly and annual profit-sharing contributions with respect to our 401(k) Plan. 2 There were no above-market earnings in 2023, 2022, or 2021. 3 Of the total amounts shown in each NEO’s Aggregate Balance at Last Fiscal Year End, the following amounts have been reported as “Salary,” “Bonus,” “Non-Equity Incentive Plan Compensation,” or “All Other Compensation” in the Summary Compensation Table (in 2023 and in previous years) for Mr. Norton: $460,480; Mr. Hulse: $1,420,038; Mr. Burdick: $986,029; Mr. Swords: $388,592; Mr. Kelley: $101,540; and Mr. Allen: $74,663. We maintain a Nonqualified Deferred Compensation Plan (“NQDC Plan”) to provide a select group of management and highly compensated employees with the option to defer portions of their compensation and provide notional employer contributions that are not otherwise available due to limitations on employer and employee contributions to qualified defined contribution plans under the federal tax laws. In 2023, we made notional contributions to the NQDC Plan in the amount of 6% of eligible compensation above the applicable federal tax limit to all NQDC Plan participants, plus an additional 7% of eligible compensation above the applicable federal tax limit for NQDC Plan participants 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. No such supplemental credits were contributed in 2023. The participant, at the time a deferral election is made, must specify the distribution date for such deferrals, which may be a date specified by the participant or at separation from service. Deferred amounts may also be distributed upon the participant’s death, disability or change in control. Short-term deferral accounts were available for amounts deferred prior to 2020 and are credited with a notional investment return based on the five-year United States Treasury bond rate as of the first business day of January each year, which was 3.94% for 2023. All other deferrals and company contributions deferred and earned prior to 2020, and all amounts contributed under the 2020 NQDC Plan, are credited with a notional 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 notional investment return for the investment options were as follows:

  77. Nonqualified Deferred Compensation Plan

    | Fund Name | Plan Level Returns | | Vanguard Federal Money Market—Investor Shares Intermediate-Term Bond | 5.09% | | Vanguard Cash Reserves Federal Money Market Fund—Admiral Shares | 5.10% | | PIMCO Total Return—Institutional Class | 6.30% | | TCW Total Return Bond—I Shares | 5.04% | | Vanguard Total Bond Market Index—Admiral Shares Target-Date—Lifecycle | 5.70% | | Vanguard Target Retirement Income Fund—Investor Shares | 10.74% | | Vanguard Target Retirement 2020 Fund—Investor Shares | 12.51% | | Vanguard Target Retirement 2025 Fund—Investor Shares | 14.55% | | Vanguard Target Retirement 2030 Fund—Investor Shares | 16.03% | | Vanguard Target Retirement 2035 Fund—Investor Shares | 17.14% | | Vanguard Target Retirement 2040 Fund—Investor Shares | 18.34% | | Vanguard Target Retirement 2045 Fund—Investor Shares | 19.48% | | Vanguard Target Retirement 2050 Fund—Investor Shares | 20.17% | | Vanguard Target Retirement 2055 Fund—Investor Shares | 20.16% | | Vanguard Target Retirement 2060 Fund—Investor Shares | 20.18% | | Vanguard Target Retirement 2065 Fund—Investor Shares | 20.15% | | Vanguard Target Retirement 2070 Fund—Investor Shares 1 | 20.24% | | Fidelity Balanced—Class K Large Cap Value | 21.68% | | Vanguard Institutional Index—Instl Shares Large Cap Growth | 26.24% | | JPMorgan Large Cap Growth—Class R6 | 34.95% | | Vanguard PRIMECAP Fund —Admiral Shares | 28.18% | | Dodge & Cox Stock Fund—Class X | 17.59% | | Vanguard Extended Market Index Fund—Institutional Shares | 25.41% | | JPMorgan Small Cap Equity Fund—Class R6 | 12.16% | | Dodge & Cox International Stock Fund—Class X | 16.81% | | Vanguard FTSE All-World ex-US Index—Admiral Shares Diversified Emerging Markets | 15.57% | | American Century Emerging Markets—R6 Shares | 9.50% | | William Blair International Leaders Fund—R6 Class Shares | 13.20% |

  78. Nonqualified Deferred Compensation Plan

    1 Fund inception date - June 28, 2022. 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. Although the NQDC Plan is an unfunded arrangement for purposes of ERISA and the Tax Code, assets have been set aside in a rabbi trust to offset the associated NQDC Plan liabilities. Amounts may no longer be deferred under the prior NQDC plans but do continue to accrue notional interest and remain subject to the terms of those plans and the participant elections as to timing of distributions. POTENTIAL POST-EMPLOYMENT PAYMENTS AND PAYMENTS UPON A CHANGE IN CONTROL Described below are the post-employment compensation and benefits that we provide to our named executive officers. The objectives of the post-employment compensation and benefits that we provide are to: ● Assist in recruiting and retaining talented executives in a competitive market; ● Provide security for any compensation or benefits that have been earned; ● Permit executives to focus on our business; ● Eliminate any potential personal bias of an executive against a transaction that is in the best interest of our shareholders; ● Avoid the costs associated with separately negotiating executive severance benefits; and ● Provide us with the flexibility needed to react to a continually changing business environment. We do not enter into individual employment agreements with our executive officers. Instead, in general, the rights of our executives with respect to specific events are covered by our compensation and benefit plans. Under this approach, post-employment compensation and benefits are established separately from the other compensation elements of our executives. The use of a “plan approach” instead of individual employment agreements serves several objectives. First, the plan approach provides us with more flexibility to change the terms of severance benefits from time to time if necessary. Second, the plan approach is more transparent, both internally and externally. Internal transparency eliminates the need to negotiate separation benefits on a case-by-case basis and assures an executive that his or her severance benefits are comparable with those of his or her peers. Finally, the plan approach is easier for us to administer, as it requires less time and expense.

  79. 2023 CEO PAY RATIO

    2023 CEO PAY RATIO Final Securities and Exchange Commission rules implementing the Dodd-Frank Act require public companies to disclose the ratio of CEO annual total compensation to median employee annual total compensation. Using the methodology described below, (a) the annual total compensation for our CEO in 2023 was $9,547,574; (b) the annual total compensation for our median employee in 2023 was $140,350; and (c) the resulting ratio of our CEO’s compensation to median employee compensation in 2023 was 68 to 1. For 2023, we used the same median employee we used in 2022. The median employee for 2022 was determined by ranking the gross wage income (excluding one-time and non-recurring items) of all active employees, excluding our CEO, as of December 31, 2022. In determining to use the same median employee we used in 2022, we excluded the 1,681 Magellan employees hired in connection with our acquisition of Magellan Midstream Partners in September 2023, as permitted by Securities and Exchange Commission Item 402(u) of Regulation S-K. Other than the acquisition of Magellan, there has been no change in organizational structure, employee demographics or any employee compensation arrangements that would significantly affect our ability to use the previously identified median employee for this disclosure. We calculated annual total compensation for the median employee in 2023 according to the same methodology used to calculate total compensation for our CEO in the Summary Compensation Table. Under the Summary Compensation Table methodology, annual total compensation includes base salary, cash incentive plan compensation, stock awards, benefit accruals under the ONEOK Retirement Plan and SERP, and all other compensation (including overtime pay, geographic allowance, service awards, ONEOK matching charitable contributions and ONEOK contributions to the ONEOK 401(k) Plan, and the ONEOK Nonqualified Deferred Compensation Plan, as applicable). The Summary Compensation Table methodology does not include the value of employer-provided health and insurance coverage and benefits. We believe the foregoing pay ratio disclosure, including but not limited to any assumptions, estimates, adjustments, methodologies and existing internal records used to identify our median employee, is a reasonable estimate calculated in a manner consistent with Securities and Exchange Commission Item 402(u) of Regulation S-K. The Securities and Exchange Commission rules for identifying the median employee and calculating the ratio of our CEO annual total compensation to that employee’s annual total compensation allow companies to make reasonable assumptions and estimates, and to apply a variety of methodologies and exclusions that reflect their compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different compensation practices, and may utilize different assumptions, estimates, methodologies and exclusions in calculating their own pay ratios. ADVISORY VOTE ON EXECUTIVE COMPENSATION INTRODUCTION The Dodd-Frank Act added provisions to Section 14A of the Exchange Act to provide that a public company’s proxy statement in connection with the company’s annual meeting of shareholders must, at least once every three years, allow shareholders to cast a non-binding, advisory “say-on-pay” vote regarding the compensation of the company’s named executive officers as disclosed pursuant to Item 402 of Securities and Exchange Commission Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion. Section 14A of the Exchange Act, as amended by the Dodd-Frank Act, also requires us, not less frequently than once every six years, to provide our shareholders the opportunity to vote, on a non-binding advisory basis, on the frequency with which we will submit to shareholders a “say-on-pay” advisory vote. At our 2023 annual meeting of shareholders, a substantial majority of our shareholders voted for an annual say-on-pay vote. Based on these results, we have provided our shareholders with an annual, non-binding, advisory say-on-pay vote on executive compensation. Unless the Board modifies its determination on the frequency of future say-on-pay advisory votes, our next advisory say-on-pay vote is expected to occur at our 2025 annual meeting of shareholders. OUR EXECUTIVE COMPENSATION PROGRAM As described in the Compensation Discussion and Analysis section of this proxy statement and the compensation tables and narrative discussion set forth above, our executive compensation program is based on our pay-for-performance philosophy and is designed with the following goals in mind: ● Pay for performance: to align the interests of our executive officers with the interests of our shareholders; ● Compensation aligned with business strategies: to attract, retain and motivate highly talented executives who are critical to the successful implementation of our strategic plan; ● Pay equity: to pay our executives fairly relative to one another and our industry peers based on their responsibilities, experience and performance; and ● Compensation governance best practices: to implement sound governance practices by implementing executive compensation best practices and policies. Our Executive Compensation Committee regularly reviews the compensation program for our named executive officers to assess its effectiveness in delivering these goals. Examples of how the various elements of our compensation program for our named executive officers are linked to company performance and are designed to achieve the goals set forth above include: ● At-risk pay: a substantial portion of our named executive officers’ compensation is “variable” or “at-risk” incentive compensation, meaning that it is tied to our performance relative to various short-term and long-term objectives, which are based on a number of financial and operational goals; ● Awards are capped: awards to each named executive officer are subject to fixed maximums established by our Executive Compensation Committee; ● Multiple performance measures: short-term incentive awards are based on a review of a variety of indicators of performance, rather than any single indicator of performance; ● Prudent risk management: short-term and long-term incentive awards are not tied to formulas that could focus our named executive officers on specific short-term outcomes; ● Executive Compensation Committee assessment: the Executive Compensation Committee approves the final annual incentive plan awards after the review and confirmation of executive and operating and financial performance; ● Clawbacks: short-term cash and long-term equity incentive awards are subject to our Compensation Recoupment Policy and discretionary clawback provisions; ● Long-term performance period: for named executive officers, a significant portion of incentive award value is delivered in the form of our stock-based compensation that vests over multiple years; ● Majority performance-based equity: for executive officers, approximately 80% of the long-term, stock-based incentive amounts are in the form of performance units; and ● Robust share-ownership guidelines: executive officers are subject to our share-ownership guidelines. For additional information on the compensation program for our named executive officers, including specific information about compensation in fiscal year 2023, please read “Executive Compensation Discussion and Analysis,” along with the subsequent tables and narrative descriptions, beginning on page 60.

  80. 2023 CEO PAY RATIO

    Following our 2023 annual meeting of shareholders, the Executive Compensation Committee considered the affirmative vote by 94.2% of our shareholders who voted on our executive compensation, including abstentions, at our 2023 annual meeting of shareholders and determined to continue to apply the same principles applied in recent years in determining the nature and amount of executive compensation.

  81. 2023 CEO PAY RATIO

    | PROPOSAL 3 – ADVISORY VOTE ON EXECUTIVE COMPENSATION |

  82. 2023 CEO PAY RATIO

    For the reasons discussed above, the Board of Directors recommends that shareholders vote in favor of the following resolution: “RESOLVED, that the shareholders hereby approve, on an advisory basis, the compensation paid to the named executive officers, as disclosed in the company’s Proxy Statement for the 2023 Annual Meeting of Shareholders pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion.” VOTE REQUIRED AND BOARD RECOMMENDATION This vote is advisory and will not be binding on the company, our Board of Directors or our Executive Compensation Committee. Our Board and our Executive Compensation Committee value the opinions of our shareholders and, to the extent there is any significant vote against the named executive officer compensation as disclosed in this proxy statement, we will consider our shareholders’ concerns, and the Executive Compensation Committee will evaluate whether any actions are necessary to address those concerns. In accordance with our By-laws, approval of this proposal requires the affirmative vote of a majority of the voting power of the shareholders present online or by proxy and entitled to vote on this proposal at the meeting. Abstentions will have the same effect as votes against this proposal and broker non-votes do not count as entitled to vote for purposes of determining the outcome of the vote on this proposal. Your Board of Directors unanimously recommends a vote FOR the approval of the compensation of our named executive officers, as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the compensation tables and the related narrative discussion. RELATED-PERSON TRANSACTIONS Our Board of Directors recognizes that transactions in which we participate and in which a related person (executive officer, director, director nominee, 5% or greater shareholder and their immediate family members) has a direct or indirect material interest can present potential or actual conflicts of interest and create the appearance that company decisions are based on considerations other than the best interests of the company and its shareholders. Accordingly, as a general matter, it is our preference to avoid related-person transactions. Nevertheless, we recognize that there are situations where related-person transactions may be in, or may not be inconsistent with, the best interests of the company and its shareholders including, but not limited to, situations where we provide products or services to related persons on an arm’s length basis and on terms comparable with those provided to unrelated third parties. In the event we enter into a transaction in which an executive officer (other than an employment relationship), director (other than compensation arrangements for service on our Board provided to each director), director nominee, 5% or greater shareholder, or a member of their immediate family has a direct or indirect material interest, the transaction is presented to our Audit Committee and, if warranted, our Board, for review to determine if the transaction creates a conflict of interest and is otherwise fair to the company. In determining whether a particular transaction creates a conflict of interest and, if so, is fair to the company, our Audit Committee and, if warranted, our Board of Directors, consider the specific facts and circumstances applicable to each such transaction, including: the parties to the transaction, their relationship to the company and nature of their interest in the transaction; the nature of the transaction; the aggregate value of the transaction; the length of the transaction; whether the transaction occurs in the normal course of our business; the benefits to our company provided by the transaction; if applicable, the availability of other sources of comparable products or services; and, if applicable, whether the terms of the transaction, including price or other consideration, are the same or substantially the same as those available to the company if the transaction were entered into with an unrelated party. We require each executive officer and director to annually provide us written disclosure of any transaction in which we participate and in which the officer or director or any of his or her immediate family members has a direct or indirect material interest. Our Corporate Governance Committee reviews our disclosure of related-party transactions in connection with its annual review of director independence. These procedures are not in writing but are documented through the meeting agendas and minutes of our Audit and Corporate Governance Committees. The following is required to be disclosed by Securities and Exchange Commission regulations regarding transactions with related persons: Charles M. Kelley II, son of Charles M. Kelley, our Senior Vice President, Natural Gas Pipelines, is employed by us as an Account Director and his total compensation during 2023 was in excess of $120,000. SEC PAY VERSUS PERFORMANCE DISCLOSURE The following table sets forth information regarding the relationship between compensation actually paid to our named executive officers, as defined in the Securities and Exchange Commission rules, and the financial performance of the company.

  83. 2023 CEO PAY RATIO

    | Year | Summary Compensation Table Total for Terry K. Spencer 2 | Compensation Actually Paid to Terry K. Spencer 1,2 | Summary Compensation Table Total for Pierce H. Norton II 3 | Compensation Actually Paid to Pierce H. Norton II 1,2 | Average Summary Compensation Table Total for Non-PEO NEOs 4 | Average Compensation Actually Paid to Non-PEO NEOs 1,4 | Value of Initial Fixed $100 Investment Based on: | | Net Income | Earnings Per Share | | | | | | | | | Total Shareholder Return 5 | Peer Group Total Shareholder Return 5,6 | | | | 2023 | $— | $— | $9,547,574 | $6,585,820 | $3,650,976 | $2,575,822 | $125.62 | $149.92 | $2,658,934,437 | $5.48 | | 2022 | $— | $— | $8,139,024 | $7,369,578 | $3,040,323 | $1,844,648 | $111.01 | $130.13 | $1,722,221,246 | $3.84 | | 2021 | $9,287,113 | $5,136,261 | $7,246,578 | $8,150,397 | $3,163,660 | $5,392,850 | $93.37 | $109.74 | $1,499,706,012 | $3.35 | | 2020 | $10,143,927 | $(5,589,662) | $— | $— | $2,525,762 | $(1,426,729) | $56.64 | $76.18 | $612,808,674 | $1.42 |

  84. 2023 CEO PAY RATIO

    1 The following table sets forth amounts that were deducted from, and added to, the Summary Compensation Table total compensation amounts to calculate the compensation actually paid amounts.

  85. 2023 CEO PAY RATIO

    | | 2023 | | | Description | Pierce H. Norton II | Non-PEO NEO Average | | Deduction for Grant-Date Fair Value of stock awards granted during applicable year reported under the “Stock Awards” column of the Summary Compensation Table | $(6,274,485) | $(1,832,166) | | Increase for year-end fair value of equity awards granted during the applicable fiscal year that are outstanding and unvested as of the end of the covered fiscal year b,c | $5,379,573 | $1,380,176 | | Increase for awards that are granted and vest in the same covered fiscal year, the fair value as of the vesting date c | — | — | | Increase/deduction for change as of the end of the covered fiscal year (from the end of the prior fiscal year) in fair value of awards granted in prior years that are outstanding and unvested as of the end of the covered fiscal year b,c | $(2,023,268) | $(325,616) | | Increase/deduction for awards granted in prior years that vest in the covered fiscal year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value b,c | $(43,574) | $37,128 | | Deduction for the fair value amount at the end of the prior fiscal year for awards granted in prior years that fail to meet the applicable vesting conditions during the covered fiscal year b,c,d | — | $(140,123) | | Deduction for change in actuarial present value reported under the “Change in Pension Value” column of the Summary Compensation Table for applicable fiscal year | — | $(266,669) | | Increase for actuarially determined service cost for pension plans a | — | $72,115 | | Total Adjustments | $(2,961,754) | $(1,075,154) |

  86. 2023 CEO PAY RATIO

    Though 2022 is not a covered year in the pay versus performance adjustments, year-end Monte Carlo valuations were used for the outstanding 2021, 2022 and 2023 PSU awards to calculate their change in fair value during 2023. For PSUs granted February 17, 2021, the interest rate used in the fair value valuation adjustments was 0.76% for December 31, 2021, 4.69% for December 31, 2022, and 5.54% for December 31, 2023. In comparison, the risk-free interest rate used at the time of grant for all outstanding 2021 NEO PSUs was 0.21%. The historical stock price volatility used in the fair value valuation adjustments was 71.3%, based on 2.13-years historical price data as of December 31, 2021, 34.1%, based on 1.13-years historical price data as of December 31, 2022, and 18.63%, based on 0.13-years historical price data as of December 31, 2023, for December 31, 2021, December 31, 2022, and December 31, 2023, respectively. In comparison, the annualized 3-year historical volatility used at the time of grant for all outstanding 2021 NEO PSUs was 60.3%. For PSUs granted February 23, 2022, the risk-free interest rate used in the fair value valuation adjustments was 4.38% for December 31, 2022, and 4.71% for December 31, 2023. In comparison, the risk-free interest rate used at the time of grant for all outstanding 2022 NEO PSUs was 1.78%. The historical stock price volatility used in the fair value valuation adjustments was 35.2%, based on 2.15-years, historical price data as of December 31, 2022 and 25.38%, based on 1.15-years historical price data as of December 31, 2023, for December 31, 2022, and December 31, 2023, respectively. In comparison, the annualized 3-year historical volatility used at the time of grant for all outstanding 2021 NEO PSUs was 61.1%. For PSUs granted February 22, 2023, the interest rate used in the fair value valuation adjustments was 4.20% and the historical stock price volatility used in the fair value valuation adjustments was 29.87%, based on 2.15-years historical price data as of December 31, 2023. In comparison, the risk-free interest rate and the annualized 3-year historical volatility used at the time of grant for all outstanding 2023 NEO PSUs were 4.43% and 63.3%, respectively. a Includes service cost for pension and SERP retirement plans. There was no prior service cost for 2020, 2021, or 2022. b Dividend equivalents are accrued in the form of restricted stock units or performance units, as applicable, over the term of the vesting period and are paid when the awards vest. Dividends (and corresponding dividend equivalents) are reflected in the fair value of the applicable award. c Fair value is calculated pursuant to ASC 718. d 2023 reflects the average of the fair value as of December 31, 2023, of 598 RSUs and 2,386 PSUs granted on February 17, 2021, 1,611 RSUs and 6,014 PSUs granted on February 23, 2022, and 2,753 RSUs and 10,679 PSUs granted February 22, 2023, that were cancelled October 1, 2023, due to Mr. Allen’s retirement. 2 Mr. Spencer retired as our President and Chief Executive Officer, effective June 28, 2021, and retired as an advisor to the President and Chief Executive Officer and from the Board, effective September 30, 2021. 3 Mr. Norton was appointed by the Board as Mr. Spencer’s successor, effective June 28, 2021. 4 Our named executive officers whose compensation amounts are included in the Non-PEO average are Walter H. Hulse, Kevin L. Burdick, Sheridan C. Swords and Robert F. Martinovich for 2020, 2021 and 2022. For 2023, the named executive officers included in the Non-PEO average are Walter H. Hulse, Kevin L. Burdick, Sheridan C. Swords, Charles M. Kelley, and Stephen B. Allen. 5 TSR is calculated from December 31, 2019 to the end of the applicable fiscal year. 6 Peer Group TSR is the Alerian Midstream Energy Select Index. The following graph reflects the relationship between compensation actually paid and our cumulative TSR. (TSR reflects the value of a $100 investment in ONEOK common stock on December 31, 2019 and assumes reinvestment of dividends).

  87. COMPENSATION ACTUALLY PAID VERSUS TOTAL SHAREHOLDER RETURN

    COMPENSATION ACTUALLY PAID VERSUS TOTAL SHAREHOLDER RETURN The following graph reflects the relationship between compensation actually paid and net income.

  88. COMPENSATION ACTUALLY PAID VERSUS NET INCOME

    COMPENSATION ACTUALLY PAID VERSUS NET INCOME The following graph reflects the relationship between compensation actually paid and Earnings per Share.

  89. COMPENSATION ACTUALLY PAID VERSUS NET INCOME

    COMPENSATION ACTUALLY PAID VERSUS NET INCOME Pay Versus Performance Tabular List of Most Important Financial Performance Measures We believe the following performance measures represent the most important performance measures used by us to link compensation actually paid to our named executive officers for the fiscal year ended December 31, 2023: ● Earnings Per Share ● Return on Invested Capital ● Relative TSR Percentile SHAREHOLDER PROPOSALS Our By-laws and the rules of the Securities and Exchange Commission provide when we must include a shareholder’s proposal in our proxy statement and identify the proposal in our form of proxy when we hold an annual or special meeting of shareholders. Proposals that shareholders would like to submit for inclusion in our proxy statement for our 2025 annual meeting of shareholders pursuant to Rule 14a-8 under the Exchange Act should be received in writing by our corporate secretary at our principal executive offices no later than December 4, 2024. Only those shareholder proposals eligible for inclusion under Rule 14a-8 will be included in our proxy statement. If a shareholder desires to present a proposal, other than the nomination of directors at our 2025 annual meeting, outside the process provided by Rule 14a-8, the shareholder must follow the procedures set forth in our By-laws. Our By-laws generally provide that a shareholder may present a proposal at an annual meeting if (1) the shareholder is a shareholder of record at the time the shareholder gives written notice of the proposal and is entitled to vote at the meeting and (2) the shareholder gives timely written notice of the proposal, including any information regarding the proposal required under our By-laws, to our corporate secretary. To be timely for our 2025 annual meeting, a shareholder’s notice must be delivered to, or mailed and received at, our principal executive offices no later than December 4, 2024, and no sooner than November 4, 2024. Please see “Director Nominations” for information about director nominations, including director nominees via proxy access. Any notice of director nomination submitted to the company other than through proxy access must include the additional information required by Rule 14a-19(b) under the Exchange Act. ANNUAL REPORT ON FORM 10-K Our 2023 annual report to shareholders (which includes our Annual Report on Form 10-K for the year ended December 31, 2023) is available on our corporate website at www.oneok.com. We will provide, without charge, on the written request of any person solicited hereby, a copy of our Annual Report on Form 10-K as filed with the Securities and Exchange Commission for the year ended December 31, 2023. Written requests should be mailed to Patrick W. Cipolla, Secretary, ONEOK, Inc., 100 West Fifth Street, Tulsa, Oklahoma 74103. OTHER MATTERS So far as is now known to us, there is no business other than that described in this proxy statement above to be presented to the shareholders for action at the annual meeting. Should other business come before the annual meeting, votes may be cast pursuant to proxies in respect to any such business in the best judgment of the persons acting under the proxies. Please return your proxy as soon as possible. Unless a quorum consisting of a majority of the outstanding shares entitled to vote is represented at the annual meeting, no business can be transacted. Therefore, please authorize a proxy electronically via the internet, by telephone, or by mail. Please act promptly to ensure that you will be represented at this important meeting. By order of the Board of Directors,