Lori Gobillot
ONEOK INC /NEW/About Lori A. Gobillot
Independent director at ONEOK (director since 2023), age 63. Background spans legal, operational, and integration leadership roles: VP, Integration Management at United Airlines (2010–2012); senior legal and business officer roles at Continental/United (1999–2012); attorney at Vinson & Elkins (1993–1999). Education: BBA and JD from the University of Texas; earlier career in real estate development (Trammell Crow) and consulting (Arthur Andersen). Independent under NYSE and ONEOK guidelines.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United Airlines, Inc. | VP, Integration Management | 2010–2012 | Led post-merger integration (operational/project management) |
| Continental/United Airlines | Legal and business officer roles | 1999–2012 | Executive legal and operational leadership in highly regulated industry |
| Vinson & Elkins | Attorney | 1993–1999 | Corporate legal practice |
| Trammell Crow Company | Real estate development | Pre-law school | Development experience |
| Arthur Andersen | Consulting | Pre-law school | Consulting experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Republic Airways Holdings, Inc. | Director; Chair, Compensation Committee | Since 2017 | Compensation leadership |
| Magellan Midstream Partners, L.P. | Director | 2016–2023 | Compensation, Nominating & Governance, and Sustainability Committees (service ended upon ONEOK acquisition) |
| Bristow Group Inc. | Director; Chair, Compensation Committee | 2012–2019 | Governance and compensation oversight |
| A Lighted Path (nonprofit) | President; Director | Since 2023 | Community-focused leadership |
Board Governance
- Committee memberships: Audit Committee (member; 5 meetings in 2024), Corporate Governance Committee (member; 3 meetings in 2024). She also served on the Executive Compensation Committee at times during 2024 per proxy disclosures.
- Independence: Board determined Lori A. Gobillot is independent; nine of ten directors were independent as of the proxy date.
- Attendance and engagement: In 2024, the Board held 21 regular and 9 special meetings; all incumbent directors attended at least 92% of the aggregate Board and committee meetings; all directors attended the 2024 annual meeting.
- Executive sessions: Independent directors hold separate executive sessions at each regular Board meeting; presided over by the independent Board Chair.
- Governance policies: Majority voting for directors, proxy access, annual board/committee evaluations, and policy that no director serves on more than two public company boards.
Fixed Compensation
| Year | Cash Retainer | Stock Awards | All Other | Total |
|---|---|---|---|---|
| 2024 Director Compensation | $110,000 | $170,000 (2,082 fully vested shares at $81.66 grant-date value) | $1,000 (charitable match programs) | $281,000 |
- Program levels (effective May 1, 2024–April 30, 2025): Non-management director cash retainer $110,000; stock retainer $170,000; committee chair fees—Audit $25,000; Executive Compensation $20,000; Corporate Governance $20,000; Board Chair cash retainer $185,000; Lead Director $25,000.
Performance Compensation
| Component | Detail |
|---|---|
| Performance-based awards to directors | Non-employee directors are not eligible for performance units or performance shares under the 2025 EIP; director equity retainer grants are fully vested at grant. No options or SARs repricing without shareholder approval. |
Other Directorships & Interlocks
| Area | Detail |
|---|---|
| Interlocks | The proxy notes committee composition changed during 2024; Ms. Gobillot served at times on the Executive Compensation Committee. No compensation committee interlocks or Item 404 related-party relationships disclosed for any committee member. |
| Public company board limit | ONEOK governance highlights state no director serves on more than two public company boards. |
Expertise & Qualifications
- Executive legal and project management experience in a capital-intensive, highly regulated Fortune 200 company.
- Significant corporate governance and executive compensation expertise; prior committee chair roles at multiple companies.
- Energy and aviation board leadership experience; adds regulatory, risk oversight and transformation skillsets to ONEOK’s Board.
Equity Ownership
| Holder | Beneficial Shares | Phantom Stock (Director Plan) | Total (Beneficial + Phantom) | % of Class |
|---|---|---|---|---|
| Lori A. Gobillot | 1,413 | 4,838 | 6,251 | <1% |
- 2024 deferral elections: Deferred $170,000 of fees to phantom stock; earned $14,406 in dividend equivalents (reinvested), holding 4,787 phantom shares as of 12/31/2024.
- Ownership alignment: Director stock ownership guideline requires 5x annual cash retainer within five years; all directors were in compliance in 2024.
- Hedging/pledging: Policy prohibits hedging and pledging of company stock (pledging only with limited CEO-approved exception for non-margin loans); no pledging by directors is disclosed.
- Section 16 compliance: The proxy indicates all directors complied timely with Section 16(a) filings for 2024.
Governance Assessment
-
Strengths
- Independent Audit and Corporate Governance committee memberships; Audit charter includes oversight of related-party transactions and ESG risk reviews, enhancing conflict monitoring and disclosure rigor.
- Robust director compensation structure aligns with market median after 2024 update; clear share-ownership guidelines and broad ESG/risk oversight cadence at the Board level.
- No Item 404 related-party transactions disclosed involving Ms. Gobillot; company processes require annual disclosures and Audit Committee review of any proposed related-person transactions.
- Shareholder support signals: 95.4% say-on-pay approval at 2024 annual meeting; continuity of pay program and independent consultant (Meridian) supporting Committee decisions.
- Anti-pledging/anti-hedging, clawback, double-trigger CIC, no option repricing—investor-friendly compensation governance.
-
Watch items / potential conflicts
- Prior directorship at Magellan Midstream Partners before ONEOK’s acquisition; while typical for sector consolidation and with no related-party transactions disclosed, continued attention to transaction oversight and integration governance is prudent.
- Director compensation increased in 2024 to align with market median; investors may monitor retainer escalation and equity grant sizing versus workloads and outcomes.
- Audit Committee financial expert designation not attributed to Ms. Gobillot (others designated), which is fine given committee composition but worth noting in skill coverage.
Overall signal: Independent status, high attendance, cross-industry governance and compensation expertise, and clean related-party profile support investor confidence in board effectiveness; oversight roles in Audit and Corporate Governance reinforce risk and conflict monitoring at ONEOK.