Lyndon Taylor
ONEOK INC /NEW/About Lyndon Taylor
Executive Vice President, Chief Legal Officer and Assistant Secretary of ONEOK since September 2023; previously EVP, Chief Legal & Administrative Officer at Devon Energy and founder/leader of Skadden’s Houston office, with nearly 40 years of energy-focused legal experience (capital markets, SEC, M&A, regulatory, litigation) . Age 66; J.D. with honors (University of Oklahoma College of Law) and B.S. in Industrial Engineering & Management (Oklahoma State University) . Company performance during his tenure includes 2024 operating income of ~$5.0B vs. ~$4.1B in 2023 and net income of ~$3.1B vs. ~$2.7B in 2023; ~90% of 2024 earnings were fee-based; the proxy presents 1-, 3-, 5-, and 10-year TSR comparisons and ongoing dividend growth ($4.12 annualized in Feb 2025) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| ONEOK, Inc. | EVP, Chief Legal Officer & Assistant Secretary | 2023–present | Oversees legal, governance, compliance; designated proxy for shareholder voting; named agent for service on 2025 S-8 and cross-entity filings . |
| Devon Energy Corporation | EVP, Chief Legal & Administrative Officer | 2005–2021 | Led legal, corporate governance, compliance and government relations functions . |
| Skadden, Arps (Houston) | Founder and Office Leader | ~12 years (pre-2005) | Built energy-focused practice across capital markets, SEC, M&A, commercial/regulatory matters and litigation . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| EnLink Midstream Manager, LLC (ENLC) | Director; member, Governance & Compensation Committee | Appointed Oct 15, 2024 | ONEOK installed majority control of EnLink’s manager after acquiring GIP’s interest; Taylor joined Board and Governance/Comp Committee . |
Fixed Compensation
| Component | 2024 Value | Notes |
|---|---|---|
| Base salary | $600,000 | Approved Feb 2024; +$50k vs. 2023 . |
| Target bonus (% of salary) | 95% | Maximum 237.5% of salary . |
| Actual bonus paid (Non-Equity Incentive Plan Comp.) | $1,307,400 | Paid in 2025 for 2024 performance . |
Performance Compensation
2024 Short-term incentive (STIP) design (company-wide): financial metrics (EPS and ROIC) and operational metrics (Total Recordable Incident Rate (TRIR) and Agency Reportable Environmental Event Rate (AREER)); the Committee excluded EnLink/Medallion acquisition impacts from EPS/ROIC payout factors to maintain pay-for-performance neutrality .
| STIP metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| EPS | Not disclosed | Not disclosed | Not disclosed | Reflected in actual payout; plan measures legacy ONEOK EPS excluding acquisition impacts . |
| ROIC | Not disclosed | Not disclosed | Not disclosed | Reflected in actual payout; legacy ONEOK EBIT/invested capital; acquisition effects excluded . |
| TRIR | Not disclosed | Not disclosed | Not disclosed | Included in plan . |
| AREER | Not disclosed | Target set annually; 2024 corporate AREER target 0.74; result 0.33 (above target) . | Not disclosed | Corporate outperformance noted; individual payout reflected in bonus . |
2024 Long-term incentive (LTI) awards (grant date 2/21/2024):
| Award type | Units/Target | Grant-date fair value | Vesting / Performance |
|---|---|---|---|
| Restricted Stock Units (RSUs) | 5,046 | $370,023 | Time-based; typically 3-year cliff; Mr. Taylor’s outstanding RSUs vest Feb 22, 2026 (8,236 units from prior grant) and Feb 17, 2027 (5,213 units) . |
| Performance Stock Units (PSUs) | 10,091 target | $1,729,481 | 3-year performance (Jan 1, 2024–Dec 31, 2026); payout 0–200% based on relative TSR vs. peer group; vesting expected Feb 17, 2027 . |
PSU TSR peer group (2024 grant) includes: Antero Midstream, DT Midstream, Energy Transfer, Enterprise Products Partners, Kinder Morgan, Kinetik, MPLX, Plains All American, Targa Resources, Western Midstream, Williams; peer changes reflect 2024–2025 transaction activity (NuStar, Equitrans removed; EnLink removed upon acquisition) .
Equity Ownership & Alignment
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (common shares), 3/1/2025 | 336 | Less than 1% of class . |
| Unvested RSUs (market value) | 13,449 ($1,350,280) | Based on $100.40 closing price as of 12/31/2024; vest 2/22/2026 (8,236) and 2/17/2027 (5,213) . |
| Unvested PSUs (market value) | 41,799 ($4,196,620) | Based on $100.40 price; vesting 2/17/2027 subject to TSR outcomes . |
| Hedging/Pledging | Prohibited | No hedging; no pledging (CEO may approve limited non‑margin loan exceptions) . |
| Share ownership guidelines | In place | Company maintains officer share-ownership guidelines (details not disclosed here) . |
Vesting events and potential liquidity windows: 8,236 RSUs vest on 2/22/2026 and remaining RSUs/PSUs on 2/17/2027; monitor Form 4 filings around these dates for any tax-withholding dispositions or 10b5‑1 sales .
Employment Terms
| Provision | Details |
|---|---|
| Employment agreement | ONEOK does not enter into individual employment agreements with NEOs . |
| Clawback | Policy compliant with Rule 10D‑1/NYSE; mandatory recovery of erroneously awarded compensation; discretionary recovery for fraud/negligence leading to material restatement . |
| Hedging & Pledging | Prohibited as noted above . |
| Tax gross-ups | No tax gross-ups for change-in-control benefits . |
| Change-in-control vesting | “Double trigger”: equity vests only if terminated without cause or for good reason within 2 years following a CIC (or if awards not assumed) . |
Potential post-employment and CIC economics (as of 12/31/2024):
| Scenario (Mr. Taylor) | Cash severance | Health & welfare | Equity (RSU) | Equity (PSU) | Total |
|---|---|---|---|---|---|
| Termination Without Cause | $— | $40,333 | $466,960 | $— | $507,293 |
| Disability or Retirement | $569,300 | $40,333 | $466,960 | $676,094 | $1,752,687 |
| Death | $569,300 | $92,189 | $466,960 | $676,094 | $1,804,543 |
| Qualifying Termination Following CIC | $2,337,062 | $68,093 | $1,350,280 | $2,434,098 | $6,189,533 |
Footnote: If retirement occurs before completion of certain service periods, 4,651 RSUs and 6,734 PSUs would be forfeited; post-employment totals would decrease accordingly; cash severance would also drop to $0 in retirement scenario per plan rules .
Compensation Structure Notes (alignment, peer practices)
- Pay mix and market positioning: 2024 actions set Mr. Taylor’s base at $600k (+9.1%), target STIP at 95% (+5 pts), and LTI target at $1.85M (reflects moving from partial-year 2023 hire to full 2024 annual cycle), aligning toward competitive median among “Energy Peers” .
- Say-on-pay support: 95.4% approval at 2024 annual meeting; program continuity maintained for 2024 .
- PSU design emphasizes TSR relative to a defined midstream peer group over a full three-year calendar period; payouts capped at 200% .
Performance & Track Record (context during tenure)
| Metric | 2023 | 2024 | Notes |
|---|---|---|---|
| Operating Income (~$B) | ~4.1 | ~5.0 | Increase driven by full-year contributions from acquired assets and higher NGL/gas volumes . |
| Net Income (~$B) | ~2.7 | ~3.1 | Year-over-year improvement . |
| Earnings mix | >85% fee-based | ~90% fee-based | Stability in fee-based earnings . |
| Dividend per share | $3.82 | $3.96; $4.12 annualized in Feb-2025 | 2024 DPS +3.7% YoY; quarterly DPS of $1.03 in Feb 2025 . |
| Strategic transactions | Magellan (Sep 25, 2023); Easton NGL pipes (Jun 17, 2024); Medallion (Oct 31, 2024); EnLink (Jan 31, 2025) | – | Expanded footprint across refined products, crude, and Permian connectivity . |
Governance & Related Policies
- No individual employment agreements; double-trigger CIC; capped variable plans; independent compensation committee/advisor; share-ownership guidelines; robust clawback; no significant perquisites .
- Insider trading policy restricts hedging and pledging; ownership of company stock by officers and directors is subject to policy .
- Benchmarking and peer practice oversight conducted by independent consultant (Meridian) .
Equity Ownership & Beneficial Holdings Detail
| As of Mar 1, 2025 | Shares Owned | Percent of Class |
|---|---|---|
| Lyndon C. Taylor | 336 | <1% |
Outstanding unvested awards and vesting schedules:
| Award | Units | Market value (12/31/2024, $100.40) | Vest date(s) |
|---|---|---|---|
| RSUs (unvested) | 13,449 | $1,350,280 | 2/22/2026 (8,236); 2/17/2027 (5,213) . |
| PSUs (unvested) | 41,799 | $4,196,620 | 2/17/2027 (subject to TSR 0–200% payout) . |
Compensation Peer Group (relevant to PSUs and market benchmarking)
- PSU TSR peer group for the 2024 grant: Antero Midstream; DT Midstream; Energy Transfer; Enterprise Products Partners; Kinder Morgan; Kinetik; MPLX; Plains All American; Targa Resources; Western Midstream; Williams; with removals reflecting 2024–2025 M&A (NuStar, Equitrans, EnLink) .
- Company references “Energy Peers” for competitive pay benchmarking in director and executive reviews; committee oversees placement vs. median with independent advisor support .
Employment & Appointment History
- ONEOK appointment announced Sept 25, 2023; EVP, Chief Legal Counsel (now titled CLO) & Assistant Secretary .
- Listed among named executive officers in ONEOK’s 2024 and 2025 proxies; served as designated proxy alongside Board Chair .
Say‑on‑Pay & Shareholder Feedback
| Year | Say‑on‑Pay Approval |
|---|---|
| 2024 | 95.4% |
Risk Indicators & Red Flags (as disclosed)
- No tax gross-ups; no employment agreement; caps on variable pay; mandatory clawback policy; hedging/pledging prohibitions; double‑trigger CIC vesting—shareholder‑friendly features .
- Related-party transactions and Section 16(a) reporting tracked in proxy; no delinquent reporting cited for officers and directors in 2025 proxy excerpted (table of contents indicates disclosure at page 72; not detailed here).
- Monitor Form 4 filings near 2026–2027 vest dates for potential selling pressure (data retrieval from Form 4 API was not available at time of analysis).
Investment Implications
- Alignment: High at‑risk mix (STIP + TSR‑driven PSUs) and double‑trigger CIC terms align with long‑term value creation; hedging/pledging bans and clawback strengthen governance .
- Retention/vesting overhang: Significant unvested equity (~$5.5M market value at 12/31/2024) vests in 2026–2027; this supports retention but creates identifiable liquidity windows that could coincide with insider sales for tax or diversification; monitor 10b5‑1 plans and Form 4s .
- Pay-for-performance: 2024 bonus outcome ($1.31M) occurred under a framework excluding large M&A impacts from EPS/ROIC, preserving comparability; continuing TSR‑linked PSUs tie payout to relative returns vs. a defined midstream peer group .
- Execution risk: ONEOK’s multi-deal integration (Magellan, Medallion, EnLink) raises legal/compliance complexity; Taylor’s deep SEC/M&A background is directly relevant to integration, disclosure, and governance rigor during this scale‑up .