Brian Derksen
ONEOK INC /NEW/About Brian L. Derksen
Brian L. Derksen (age 73) has served on ONEOK’s Board since 2015 and is classified as an independent director. He chairs the Audit Committee and sits on the Corporate Governance Committee, and the Board has designated him an “Audit Committee financial expert.” He is a former Global Deputy CEO of Deloitte Touche Tohmatsu Limited and former Deputy CEO of Deloitte LLP, is a Certified Public Accountant, and holds a B.S. (University of Saskatchewan) and an MBA (Duke Fuqua). His Board tenure is disclosed at 9 years as of May 21, 2025.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte Touche Tohmatsu Limited (DTTL) | Global Deputy Chief Executive Officer | 2011–2014 | Senior leadership; global oversight |
| Deloitte LLP (U.S.) | Deputy Chief Executive Officer | 2003–2011 | Enterprise leadership; strategy and governance |
| Deloitte LLP (U.S.) | Managing Partner (Financial Advisory; Mid-America Region) | n/a (prior to 2003) | Built and led advisory practice/regional operations; retired May 2014 |
| Independent Consultant | IT sector consultant | Nov 2014–May 2015 | Independent advisory |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Brookshire Grocery Company (private) | Director; Audit Committee Chair; Independent Lead Director | Director & Audit Chair since 2018; Lead Director since Apr 2022 | Privately held grocer (~200 stores) |
- No current public company directorships disclosed for Mr. Derksen in the proxy.
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Brian L. Derksen is independent under NYSE and company guidelines. |
| Committees | Audit Committee (Chair); Corporate Governance Committee (member). |
| Financial Expert | Identified by the Board as an Audit Committee financial expert. |
| Committee Meetings | Audit Committee met 5 times in 2024; Corporate Governance Committee met 3 times in 2024. |
| Attendance | In 2024, each incumbent director attended at least 92% of aggregate Board and committee meetings; all directors attended the 2024 annual meeting. |
| Executive Sessions | Independent directors meet in separate executive sessions during each regular Board meeting. |
Fixed Compensation (Director)
| Component (2024) | Amount |
|---|---|
| Cash Retainer | $110,000 (May 2024–Apr 2025 schedule) |
| Audit Chair Retainer | $25,000 (May 2024–Apr 2025 schedule) |
| Total Cash Paid (Derksen) | $135,000 (matches retainer + chair fee) |
| Stock Retainer (Grant-date value) | $170,000 (annual; fully vested) |
| All Other Compensation | $5,000 (charitable matching and related programs) |
| Total 2024 Director Compensation (Derksen) | $310,000 |
Program design notes:
- Annual director stock grant was 2,082 shares at $81.66 (fully vested upon grant).
- As of May 2024, retainers increased vs prior year: cash $110k (from $100k) and stock $170k (from $150k); committee chair fees unchanged.
Performance Compensation (Director)
| Item | 2024 Detail |
|---|---|
| Short-term or annual performance bonus | Not provided to directors; director program is cash + equity retainers (no bonuses disclosed). |
| Option awards | No option awards disclosed for directors in 2024 (director comp table shows stock awards; no options). |
| Vesting features | Director stock retainer was fully vested when granted. |
Other Directorships & Interlocks
| Area | Finding |
|---|---|
| Current public boards | None disclosed for Mr. Derksen. |
| Private company boards | Brookshire Grocery Company – Director; Audit Chair; Lead Independent Director. |
| Compensation committee interlocks (company-wide disclosure) | Company disclosed no compensation committee interlocks or insider participation in 2024. (Mr. Derksen is not on the Executive Compensation Committee.) |
Expertise & Qualifications
- CPA with extensive accounting, auditing, financial reporting and management consulting expertise; senior executive experience (Deloitte) supporting leadership, strategic vision, and governance oversight.
- Audit Committee financial expert and Audit Chair at ONEOK; deep familiarity with risk, controls, financial integrity, and ESG oversight within Audit.
- Independence affirmed by Board.
Equity Ownership
| Holder | Beneficial Shares (3/1/2025) | Phantom Stock (Directors’ Plan) | Total (Beneficial + Phantom) | % of Class |
|---|---|---|---|---|
| Brian L. Derksen | 18,700 | 35,412 | 54,112 | <1% |
Additional alignment and policy items:
- Director stock ownership guideline: 5x annual cash retainer within five years; all directors in compliance in 2024.
- 2024 deferrals: Derksen deferred $170,000 of Board fees into phantom stock; total phantom shares held at 12/31/2024 were 35,043 (dividend equivalents reinvested).
- Hedging/pledging: Policy prohibits hedging and generally prohibits pledging (limited exception may be granted for non-margin loans); no director-specific pledging by Mr. Derksen is disclosed.
Governance Assessment
- Strengths for investor confidence:
- Independence, long-tenured audit leadership, and designation as audit financial expert strengthen financial reporting oversight and risk control.
- High engagement indicators: Audit Chair with 5 committee meetings; overall Board/committee attendance ≥92% among incumbents; executive sessions at every regular Board meeting.
- Pay alignment and ownership: Mix of cash ($135k) and stock ($170k) with significant deferral into phantom stock and compliance with robust ownership guidelines.
- Potential conflicts/related-party exposure:
- No related-person transactions disclosed for Mr. Derksen; company’s only related-party disclosure in 2024 concerned another executive’s family member.
- External role at a private grocer reduces public interlock risk; no supplier/customer conflicts disclosed.
- Program/market signals:
- Director retainers were increased in 2024 to align with market median, signaling competitive but not excessive board pay; stock retainer fully vested at grant.
- Broader governance environment shows strong shareholder support for executive pay (95.4% say-on-pay approval at 2024 meeting), indicating overall investor confidence in pay practices and oversight.
RED FLAGS: None identified specific to Mr. Derksen in the proxy—no attendance shortfalls, no related-party transactions, no hedging/pledging disclosures, and no compensation anomalies for directors.