Mark Helderman
ONEOK INC /NEW/About Mark W. Helderman
Independent director of ONEOK since 2019; age 67; currently serves on the Audit and Corporate Governance Committees and is designated an SEC “Audit Committee financial expert.” Career spans over 30 years in U.S. equities markets, including managing director and co‑portfolio manager roles focused on corporate turnarounds and restructurings; no other current public company directorships. Independence affirmed by the Board; Board was led by an independent Chair in 2024. Board tenure: 6 years.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sasco Capital Inc. | Managing Director & Co‑Portfolio Manager; roles of increasing responsibility | 1997–Jan 2019 | Focused on corporate turnarounds, restructurings and transformations; extensive financial expertise |
| Roulston Research Company | Equity research and sales | 1989–1996 | Sector coverage and market analytics |
| McDonald & Company | Equity research and sales | 1986–1989 | Equity research and sales experience |
External Roles
| Company | Role | Tenure | Committees |
|---|---|---|---|
| None | — | — | — |
Board Governance
| Attribute | Value |
|---|---|
| Committee memberships | Audit; Corporate Governance |
| Committee chair roles | None; Audit Chair: Brian L. Derksen; Corporate Governance Chair: Randall J. Larson |
| Audit Committee financial expert (SEC-defined) | Yes |
| Independence | Independent; 9 of 10 directors independent in 2025; Board led by independent Chair in 2024 |
| Director since | 2019 |
| Board tenure (years) | 6 |
| Age | 67 |
| Board meetings held (2024) | 21 regular; 9 special |
| Attendance | Each incumbent director attended ≥92% of aggregate Board and committee meetings in 2024 (includes Helderman) |
| Audit Committee meetings (2024) | 5 |
| Corporate Governance Committee meetings (2024) | 3 |
Fixed Compensation
| Component | 2024 Amount | Details |
|---|---|---|
| Fees earned or paid in cash | $110,000 | Annual cash retainer; Helderman elected to receive fully‐vested shares in lieu of cash |
| Stock awards | $170,000 | Annual stock retainer (fully vested) |
| All other compensation | $1,000 | Per standard director compensation table |
| Total | $281,000 | Cash + stock + other |
| Election details | 1,347 shares issued in lieu of cash; grant date fair value $81.66; shares fully vested when granted | |
| Retainer schedule (May 2024–Apr 2025) | Cash retainer: $110,000; Stock retainer: $170,000; Chair retainers: Audit $25,000; Exec Comp $20,000; Corp Gov $20,000; Board Chair $185,000; Lead Director $25,000 | |
| Retainer schedule (May 2023–Apr 2024) | Cash retainer: $100,000; Stock retainer: $150,000; Chair retainers: Audit $25,000; Exec Comp $20,000; Corp Gov $20,000; Board Chair $165,000; Lead Director $25,000 |
Performance Compensation
| Metric | Target | Actual | Notes |
|---|---|---|---|
| Performance-based metrics for directors | — | — | No performance-based incentive metrics disclosed for non-management directors; compensation structured as cash/equity retainers and chair fees |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None | — | — | No other public company boards disclosed; reduces potential interlocks/conflicts |
Expertise & Qualifications
- 30+ years in U.S. equities markets with constructive engagement of senior management teams; broad analyst experience across commodity, energy, industrial and utility sectors.
- Experience in 50+ strategic, transformational restructurings across the energy value chain and related industries.
- Designated Audit Committee financial expert; contributes deep financial oversight on audit matters.
- Extensive financial experience and expertise; aligns with ONEOK’s capital-intensive, midstream business.
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| ONEOK shares beneficially owned (as of Mar 1, 2025) | 32,215 | Direct/indirect beneficial ownership |
| Phantom stock (Directors’ Deferred Compensation Plan) | 0 | No phantom stock credited |
| Total beneficial + phantom | 32,215 | Aggregate |
| Percent of class | Less than 1% | Based on shares outstanding |
| Ownership guidelines | Minimum 5x annual cash retainer within five years; all directors were in compliance in 2024 | Compliance affirmed (board-wide) |
| Alignment signal | Elected to receive annual cash retainer in fully vested shares (1,347 shares at $81.66) | Increases direct equity exposure |
Governance Assessment
- Board effectiveness: Helderman’s financial expertise and designation as an Audit Committee financial expert strengthen oversight of reporting, controls, and auditor independence; Audit Committee met five times in 2024.
- Independence and engagement: Independence affirmed; attendance at least 92% among incumbents; Board held 30 total meetings (21 regular, 9 special), indicating active oversight.
- Compensation alignment: Director pay uses fixed cash/equity retainers; Helderman’s election to receive the cash retainer as stock enhances ownership alignment; all directors meet share ownership guidelines (≥5x cash retainer) within five years.
- Interlocks/conflicts: No other public company boards disclosed for Helderman; lowers risk of interlocks or external conflicts; Audit Committee charter includes periodic review of related‑party transactions, reinforcing conflict oversight.
- Compensation structure changes: May 2024 increase in cash and stock retainers intended to align with market median versus Energy Peers, suggesting disciplined benchmarking by the Executive Compensation Committee and Board.
RED FLAGS: None disclosed specific to Helderman (no other boards, independence affirmed, strong attendance). Continued monitoring of any related‑party transactions is supported by Audit Committee oversight.