Eduardo Rodriguez
ONEOK INC /NEW/About Eduardo A. Rodriguez
Eduardo A. Rodriguez, age 69, is an independent director of ONEOK (director since 2004; 21 years of board tenure as of May 21, 2025). He chairs the Executive Compensation Committee and serves on the Corporate Governance Committee. A licensed attorney (TX and NM) with 40+ years of legal practice, he previously held senior executive roles at El Paso Electric and served as EVP and director at Hunt Building; he has led Strategic Communications Consulting Group since 2005 . The Board affirmatively deems him independent; nine of ten directors are independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Strategic Communications Consulting Group | President | Since 2005 | Founder/leader providing strategic and legal advisory experience leveraged on OKE’s board . |
| El Paso Electric Company | General Counsel; SVP Customer & Corporate Services; EVP; Chief Operating Officer | 20 years | Senior utility operator with legal/regulatory, operations, and customer-facing leadership experience . |
| Hunt Building Corporation | Executive Vice President; Director | Prior to 2005 | Construction/real estate development executive; board service . |
External Roles
| Company | Role | Committees | Notes |
|---|---|---|---|
| ONE Gas, Inc. | Director; Lead Independent Director | Audit; Executive Compensation; Executive; Chair, Corporate Governance | Public utility board leadership; aligns with OKE’s “no more than two public company boards” policy (he serves on two) . |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent director; Board has 9/10 independent directors . |
| Committee assignments | Chair, Executive Compensation; Member, Corporate Governance . |
| Attendance | Each incumbent director attended ≥92% of aggregate Board/committee meetings in 2024; Board held 21 regular and 9 special meetings; all directors attended the 2024 annual meeting . |
| Years of service | 21 years on OKE board as of May 21, 2025 . |
| Board leadership | Independent Board Chair (no Lead Independent Director needed while Chair is independent) . |
| Executive sessions | Regular executive sessions of independent directors at each regular Board meeting . |
| Shareholder engagement | Robust program; ~20 investor events and ~450 investor discussions in 2024 . |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer (policy) | $110,000 | Effective May 1, 2024–Apr 2025; prior year $100,000 . |
| Annual stock retainer (policy) | $170,000 | Effective May 1, 2024–Apr 2025; prior year $150,000 . |
| Committee chair retainer (policy) | $20,000 | Executive Compensation Committee Chair . |
| Fees earned/paid in cash (actual, 2024) | $130,000 | Includes applicable chair retainer . |
| Stock awards (actual, 2024) | $170,000 | 2,082 fully vested shares at $81.66 grant-date value . |
| All other compensation (actual, 2024) | $4,500 | Matching/charitable programs . |
| Total (actual, 2024) | $304,500 | Cash + stock + other . |
Compensation structure changes: In 2024, the Board raised non-management director retainers to align with median of Energy Peers (cash +$10k; stock +$20k); last prior increase was 2022 .
Performance Compensation (as Committee Chair – oversight focus)
| Program Element | Key Metric/Design | Evidence |
|---|---|---|
| Short-term incentive (all employees) | Environmental metric AREER: 2024 target 0.74; actual 0.33 (55% below target, above-target performance) | Incorporated into STI since 2014; 2024 result disclosed . |
| Long-term incentive (PSUs) | 3-year TSR vs. peer group; performance period changed to calendar 2024–2026; TSR uses 20-day average at start/end | Peer set and methodology described; peer list provided . |
| Clawback policy | Mandatory Rule 10D-1 recovery; discretionary recovery for fraud/negligence/misconduct | Policy scope and triggers disclosed . |
Note: Directors do not receive performance-based equity; their equity is an annual fully vested stock retainer. Metrics above apply to executive plans overseen by the Executive Compensation Committee chaired by Rodriguez .
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock Considerations |
|---|---|---|---|
| ONE Gas, Inc. | Public | Director; Lead Independent Director; Chair, Corporate Governance; member of Audit, Executive Compensation, Executive | Separate listed utility; OKE policy caps directors at two public boards, which he meets; no Item 404 related-person transactions disclosed involving Rodriguez . |
Expertise & Qualifications
- Legal/regulatory depth (licensed attorney, >40 years practice), utility operations and executive leadership, strategic planning, corporate governance, and regulatory compliance .
- Long-tenured compensation committee leadership; current Chair of Executive Compensation Committee; committee composed entirely of independent directors; uses independent consultant (Meridian) .
- Energy industry familiarity and board governance experience; Board deems skills aligned to OKE’s core competencies .
Equity Ownership
| Holder | Shares Beneficially Owned (3/1/2025) | Phantom Stock (Directors’ Deferred Plan) | Total Shares + Phantom | % of Class |
|---|---|---|---|---|
| Eduardo A. Rodriguez | 26,820 | 15,401 | 42,221 | <1% |
| 2024 deferral activity | $34,000 deferred to phantom; $57,928 dividend equivalents added; 15,240 phantom shares at 12/31/2024 | — | — | — |
Additional alignment policies:
- Director ownership guideline: 5x annual cash retainer within 5 years; all directors were in compliance in 2024 .
- No hedging; no pledging of company stock by officers/directors (limited exception for non-margin loans) .
Governance Assessment
Strengths and positive signals
- Independence, high attendance culture (≥92% for incumbents in 2024), and independent leadership structure; Rodriguez chairs a fully independent compensation committee with independent consultant support .
- Clear pay governance (no hedging/pledging, robust clawback, capped awards; strong shareholder support for executive pay—95.4% “say-on-pay” approval in 2024) .
- Meaningful equity in director pay and ownership guideline compliance, plus optional deferrals into phantom stock (alignment with long-term shareholders) .
Watch items / potential risks
- Long tenure (21 years) may raise independence-perception considerations at some investors despite formal independence; balanced by ongoing board refreshment and independent chair .
- Dual public board service (OKE and ONE Gas) meets OKE’s policy limit; continued monitoring for time/attention and information-flow conflicts is prudent, though no related-party transactions involving Rodriguez are disclosed .
Appendix: Director Compensation Line-Item (2024 actual)
| Metric | Amount |
|---|---|
| Fees Earned or Paid in Cash | $130,000 |
| Stock Awards (Grant-Date Fair Value) | $170,000 |
| All Other Compensation | $4,500 |
| Total | $304,500 |
Appendix: Board & Committee Activity (2024)
| Metric | Value |
|---|---|
| Board meetings | 21 regular; 9 special |
| Attendance | Each incumbent director ≥92% of aggregate Board/committee meetings; all directors attended 2024 annual meeting |
| Committee memberships (Rodriguez) | Executive Compensation (Chair); Corporate Governance (Member) |