Julie Edwards
ONEOK INC /NEW/About Julie H. Edwards
Julie H. Edwards (age 66) is ONEOK’s independent Board Chair and a director since 2007 (19 years of service). She is the first female Board Chair in ONEOK’s 119‑year history. Edwards brings CFO, investment banking, and upstream geology experience, with a B.S. in Geology & Geophysics (Yale) and an M.B.A. from Wharton; she also earned the CERT Certificate in Cybersecurity Oversight in August 2024. The Board has affirmatively determined she is independent under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Southern Union Company | SVP & CFO; later SVP–Corporate Development | CFO: Jul 2005–Nov 2006; Corp Dev: Nov 2006–Jan 2007 | Senior financial leadership in midstream sector |
| Frontier Oil Corporation | CFO; previously Treasurer | CFO: 1994–2005; Treasurer: 1991–1994 | Led finance through industry cycles and capital markets |
| Smith Barney, Harris, Upham & Co. | Investment Banker (NY/Houston) | Joined 1985 (post‑MBA) | Capital markets experience; energy client coverage |
| Oil & Gas Industry | Exploration Geologist | Pre‑MBA | Technical domain expertise in E&P |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Noble Corporation plc (public) | Director | Until Feb 2021 | Chair, Nominating & Governance; member, Compensation & Finance |
| NATCO Group, Inc. (public; sold to Cameron) | Director | 2004–Nov 2009 | Oversight during strategic sale |
| ONEOK Partners GP, L.L.C. (affiliate) | Director | 2009–Jun 2017 | Board member until merger with ONEOK |
| Current other public boards | None | — | No current public company directorships |
Board Governance
| Item | Detail |
|---|---|
| Board leadership | Independent Board Chair; no Lead Independent Director needed while Chair is independent |
| Independence status | Board determined Edwards is independent under NYSE rules and company guidelines |
| Committee assignments (2024) | Not listed as a member of Audit, Executive Compensation, or Corporate Governance Committees, consistent with Board Chair role |
| Attendance | Each incumbent director attended at least 92% of aggregate Board and committee meetings in 2024 (Board: 21 regular, 9 special) |
| Executive sessions | Independent directors meet in regular executive sessions; Edwards presides as independent Board Chair |
| Years on Board | 19 years (Director since 2007) |
Fixed Compensation (Director Pay Structure and 2024 Actuals)
| Component | May 2024–Apr 2025 Rate | Notes |
|---|---|---|
| Annual cash retainer (non‑management directors) | $110,000 | May elect shares in lieu of cash |
| Annual stock retainer (fully vested) | $170,000 | Shares issued based on closing price after annual meeting |
| Committee chair retainers | Audit: $25,000; Exec Comp: $20,000; Corp Gov: $20,000 | Applies if chairing respective committee |
| Board Chair cash retainer | $185,000 | In addition to standard cash retainer |
| Julie H. Edwards – 2024 Director Compensation | Amount |
|---|---|
| Fees earned or paid in cash | $295,000 |
| Stock awards (grant‑date fair value) | $170,000 |
| Change in pension/def. comp. earnings | $353 |
| All other compensation | $1,000 |
| Total | $466,353 |
Compensation governance notes: director pay was increased in Feb 2024 (effective May 1) to align average total compensation with the market median of “Energy Peers.” Minimum stock ownership guideline for directors is 5x annual cash retainer; all directors complied in 2024.
Performance Compensation
| Item | Detail |
|---|---|
| Director equity design | Non‑employee directors receive fully‑vested stock (not performance‑based) as annual retainer; in 2024 each non‑management director was issued 2,082 shares at $81.66 grant‑date price (fair value $170,000) |
| Eligibility for performance awards | Under the 2025 Equity Incentive Plan, non‑employee directors are not eligible for performance units or performance shares (emphasizes fixed retainer structure vs “at‑risk” performance awards) |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None |
| Prior public boards | Noble Corporation plc (until Feb 2021); NATCO Group, Inc. (2004–2009) |
| Compensation committee interlocks | Proxy discloses no interlocks involving Edwards; 2024 Compensation Committee members listed do not include Edwards |
Expertise & Qualifications
- Broad energy value chain experience (E&P geology, refining/marketing, gas transmission/processing/distribution) and deep finance/capital markets leadership as CFO and investment banker.
- Demonstrated governance leadership: past Chair of Audit Committee and immediate past Chair of Corporate Governance Committee at ONEOK.
- Cyber oversight credential: CERT Certificate in Cybersecurity Oversight (Aug 2024).
Equity Ownership
| Holder | Shares Beneficially Owned | Phantom Stock (Directors’ Deferred Plan) | Total (Beneficial + Phantom) | % of Class |
|---|---|---|---|---|
| Julie H. Edwards | 63,335 | 4,392 | 67,727 | <1% |
Additional alignment and policies:
- Ownership guideline: 5x annual cash retainer; all directors in compliance.
- Hedging prohibited; pledging/margin generally prohibited for officers and directors (exception possible for non‑margin loans that can be repaid without resort to pledged securities, with CEO approval).
- 2024 director deferrals: Edwards showed phantom stock dividends of $16,751 and cash deferral interest of $1,537; total phantom stock held 4,346; total deferred cash balance $27,697.
Related‑Party Transactions and Conflicts
- Policy: Related‑person transactions are reviewed by the Audit Committee (and Board as warranted) for conflicts and fairness; preference is to avoid such transactions.
- Disclosures: Proxy reports one related‑person employment relationship (unrelated to Edwards); no related‑party transactions implicating Edwards were disclosed.
Say‑on‑Pay & Shareholder Feedback (Governance Signal)
- 2024 say‑on‑pay support: 95.4% approval, indicating strong investor backing for pay practices and governance.
Governance Assessment
- Strengths supporting investor confidence:
- Independent Board Chair with extensive financial and energy expertise; independent status affirmed.
- Strong engagement and oversight: regular executive sessions (chaired by Edwards) and robust risk/ESG/HCM oversight cadence.
- High attendance (≥92%) and reasonable board workload (policy: no director on more than two public company boards; Edwards currently serves on none).
- Alignment mechanisms: meaningful equity retainer; stringent hedging/pledging restrictions; director ownership guideline met.
- Potential watch‑items:
- Cash/equity mix increased in 2024 to market median; Board Chair role leads to higher cash retainer than peers without chair duties (monitor relative pay positioning over time).
- Ensure continued clear separation from committee roles while serving as Board Chair to maintain independent oversight and avoid concentration of influence (currently not listed on standing committees).
No RED FLAGS identified regarding attendance, interlocks, pledging/hedging, or related‑party exposure for Edwards based on the latest proxy disclosures.