Gerald Smith
ONEOK INC /NEW/About Gerald B. Smith
Gerald B. Smith is an independent director of ONEOK, Inc., age 74, serving since 2020. He is Chairman of Smith Graham & Co., an investment management firm he founded in 1990 (served as CEO until 2023), and brings deep finance and portfolio management expertise alongside prior board leadership roles, including Lead Independent Director at Cooper Industries plc (2007–2012) . The Board has affirmatively determined he is independent under NYSE and company guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Smith Graham & Co. | Founder; Chairman; CEO (until 2023) | Founded 1990; CEO through 2023 | Investment management leadership |
| Cooper Industries plc | Director; Lead Independent Director | Director 2000–2012; Lead Independent 2007–2012 | Board leadership; governance oversight |
| Underwood Neuhaus & Company | Senior VP; Director of Fixed Income | Not disclosed | Fixed income leadership |
| ONEOK, Inc. (prior tenure) | Director | 2009–2013 | Audit; Executive Compensation committees |
| ONEOK Partners, L.P. | Director | 2006–2013 | Audit Committee Chair |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Eaton Corporation plc | Director; Audit Committee Chair; Executive & Finance Committees | Since 2012 | Audit leadership; finance oversight |
| New York Life Insurance Company | Director; Chair, Investment Committee | Until Apr 2023 | Investment oversight |
| Texas Southern University Foundation | Chairman; Chairman Emeritus | Chairman until 2023; Emeritus since 2023 | Foundation leadership |
| Federal Reserve Bank of Dallas | Director; Chair, Budget Planning Committee; Houston branch director (prior) | Until Dec 2023 | Budget planning; regional policy experience |
| Greater Houston Partnership | Director | Not disclosed | Regional economic development |
| Charles Schwab Family of Funds | Trustee; Chair, Investment Oversight Committee | Not disclosed | Fund governance and oversight |
Board Governance
| Item | Detail |
|---|---|
| Committee memberships | Executive Compensation; Corporate Governance |
| Committee meeting cadence (2024) | Executive Compensation: 5; Corporate Governance: 3 |
| Independence | Affirmed independent (NYSE and company guidelines) |
| Attendance | Each incumbent director attended ≥92% of aggregate Board and committee meetings; all directors attended the 2024 annual meeting (virtual) |
| Executive sessions | Independent directors met in separate executive sessions during each regular Board meeting; presided by independent Board Chair |
| Board size and leadership | Ten-member Board; independent Board Chair (Julie H. Edwards) |
| Multi-board service policy | No director serves on more than two public company boards |
Fixed Compensation
| Component | May 2023–Apr 2024 | May 2024–Apr 2025 |
|---|---|---|
| Annual cash retainer | $100,000 | $110,000 |
| Annual stock retainer | $150,000 | $170,000 |
| Committee chair retainers (Audit / Exec Comp / Corp Gov) | $25,000 / $20,000 / $20,000 | $25,000 / $20,000 / $20,000 |
| Board Chair cash retainer | $165,000 | $185,000 |
| Lead Director cash retainer | $25,000 | $25,000 |
| Form of payment | Directors may elect to receive cash retainers in fully vested shares | Directors may elect to receive cash retainers in fully vested shares |
| Gerald B. Smith – 2024 Director Compensation | Amount |
|---|---|
| Fees earned/paid in cash | $110,000 |
| Stock awards (grant-date fair value) | $170,000 |
| Change in pension value & deferred comp earnings | $0 |
| All other compensation (charitable matching and related programs) | $23,500 |
| Total | $303,500 |
| Notes | Each non-management director was issued 2,082 fully vested shares at a grant-date price of $81.66; deferrals convert to phantom stock if elected |
Performance Compensation
| Pay Component | Performance-linked metrics used for directors? | Details |
|---|---|---|
| Cash retainer | No | Fixed annual retainer; no performance conditions disclosed |
| Stock retainer (fully vested shares) | No | Annual grant; fully vested; no performance conditions disclosed |
| Options/PSUs for directors | Not disclosed | No director options/PSUs described in director compensation section |
Company-level features relevant to alignment and governance:
- Clawback policy adopted per SEC Rule 10D-1/NYSE, including mandatory recovery of erroneously awarded compensation and discretionary recovery in cases of fraud/negligence leading to material restatement .
- Prohibitions on hedging and pledging company stock by officers and directors, subject to limited exception for non-margin loans .
- Equity awards under the 2018 EIP use “double trigger” vesting upon change in control (if awards are assumed/replaced, vesting requires qualifying termination within two years) .
Other Directorships & Interlocks
| Company | Sector | Role/Committee | Potential Interlock/Conflict |
|---|---|---|---|
| Eaton Corporation plc | Industrials (Power Management) | Director; Audit Chair; Exec & Finance Committees | No related-party transactions disclosed with ONEOK; independence affirmed |
| New York Life Insurance Company | Financials | Former Director; Chair of Investment Committee | Ended Apr 2023; no related-party transactions disclosed |
| Federal Reserve Bank of Dallas | Public/Policy | Former Director; Chair of Budget Planning Committee | Ended Dec 2023; policy role, no transactions |
Expertise & Qualifications
- Finance and portfolio management expertise; senior leadership in fixed income and asset management .
- Extensive public company board experience; audit and compensation oversight; prior lead independent director .
- Energy industry familiarity via prior roles at ONEOK entities and Cooper Industries, providing strategic, financial and operational insight .
Equity Ownership
| Holder | ONEOK Common Shares Beneficially Owned | Phantom Stock (Directors’ Deferred Compensation Plan) | Total (Common + Phantom) | % of Class |
|---|---|---|---|---|
| Gerald B. Smith | 0 | 12,501 | 12,501 | <1% |
| Deferred Compensation Activity (2024) | Amount/Units |
|---|---|
| Board fees deferred to phantom stock | $170,000 |
| Dividends earned on phantom stock and reinvested | $43,630 |
| Total phantom stock held at Dec 31, 2024 | 12,370 shares |
| Board fees deferred to cash | $0 |
Ownership alignment policies:
- Director stock ownership guideline: Minimum value of five times the annual cash retainer within five years (i.e., 5×$110,000 = $550,000 for the 2024–2025 cycle); all directors were in compliance in 2024 .
- Securities/insider trading policy: No hedging or pledging of company stock by officers/directors (limited exception for non-margin loans) .
Governance Assessment
- Strengths: Independent status; active committee service (Exec Compensation, Corporate Governance); strong attendance (≥92%); extensive audit leadership outside OKE (Eaton Audit Chair) .
- Compensation alignment: Director pay structured as fixed cash and fully vested equity retainer; meaningful stock ownership guidelines; ability to defer into phantom stock (skin-in-the-game via equity exposure) .
- Committee quality: Executive Compensation Committee comprised solely of independent directors; uses independent consultant (Meridian); no interlocks or insider participation issues disclosed .
- Shareholder signals: Prior say‑on‑pay support was strong (95.4% approval at 2024 annual meeting), suggesting investor confidence in pay practices overseen by the Committee .
- Conflicts/related parties: No related‑person transactions disclosed for Mr. Smith; Board policies require Audit Committee review of any such transactions; only disclosure relates to an officer’s family member, not directors .
Red flags: None disclosed regarding attendance, related-party transactions, hedging/pledging, or compensation anomalies for Mr. Smith. Note that OKE’s policy limits public company board service to two; Mr. Smith serves on two (OKE, Eaton), consistent with policy, and attendance metrics indicate engagement .