Pattye Moore

About Pattye L. Moore

Pattye L. Moore, age 67, has served on ONEOK’s Board since 2002 and is an independent director. She sits on the Executive Compensation Committee and the Corporate Governance Committee. Moore’s background includes senior executive roles and board leadership in consumer/restaurant brands, notably as non-executive chair and interim CEO at Red Robin, and president and director at Sonic Corp.; she is an NACD Board Leadership Fellow and 2017 Directorship 100 award recipient .

Past Roles

External Roles

Board Governance

• Independence: The Board affirmatively determined Moore is independent under NYSE and ONEOK guidelines .
• Committee assignments: Executive Compensation Committee member; Corporate Governance Committee member .
• Attendance: In 2024, each incumbent director attended at least 92% of aggregate Board and committee meetings; the Board held 21 regular and nine special meetings; all directors attended the (virtual) 2024 annual meeting .
• Tenure: 23 years on ONEOK’s Board (as of May 21, 2025) .
• Engagement: Independent directors meet in executive session during each regular Board meeting .

Fixed Compensation

Additional program design (Board-wide):

• Standard director retainers effective May 1, 2024: $110,000 cash; $170,000 stock; chair retainers: Audit $25,000; Executive Compensation $20,000; Corporate Governance $20,000; Board Chair $185,000; Lead Director $25,000 .
• Directors may elect cash retainers in fully vested shares; may defer cash and stock into phantom stock or cash under the Deferred Compensation Plan for Non‑Employee Directors .

Performance Compensation

• Not applicable for directors; ONEOK director pay consists of retainers and annual vested stock grants (no performance‑based metrics disclosed for director compensation) .

Other Directorships & Interlocks

• ONE Gas, Inc.: Moore and Eduardo A. Rodriguez (also an OKE director) both serve on the ONE Gas board, with Moore chairing Executive Compensation. This is an interlock across boards of a related industry company but no related‑party transactions requiring disclosure were noted for compensation committee members in 2024 .
• QuikTrip Corporation: Private board (no public interlocks disclosed) .

Expertise & Qualifications

• Senior management experience in brand‑intensive consumer businesses; extensive marketing and business strategy background .
• Governance depth: corporate governance and executive compensation; NACD Board Leadership Fellow; 2017 Directorship 100 .
• Fits ONEOK’s desired competencies: governance leadership and independence; oversight experience relevant to compensation and board processes .

Equity Ownership

Ownership alignment policies:

• Board ownership guideline: within five years, each non‑management director to own shares equal to five times annual cash retainer; Board reports all directors were in compliance in 2024 .
• Hedging/pledging: Company policy prohibits hedging and pledging; a narrow CEO‑approved exception (non‑margin loans, repayable without resort to pledged securities) may apply, but no director‑specific exceptions disclosed .

Deferred compensation elections (2024 detail):

• Moore deferred $170,000 to phantom stock; $721 to cash; total phantom stock held 195,525; above‑market interest on cash deferrals is reflected in compensation; dividend equivalents on phantom stock are reinvested in additional phantom shares .

Governance Assessment

• Strengths: Long tenure with deep governance experience; independent status; active roles on Executive Compensation and Corporate Governance Committees; strong attendance; regular independent executive sessions; compensation committee uses an independent consultant (Meridian) and maintains robust pay governance, clawbacks, and double‑trigger CIC vesting in equity plans .
• Alignment: Director equity via annual stock grants and phantom stock deferrals align economic interests; company reports director ownership guideline compliance in 2024, enhancing alignment .
• RED FLAGS: Very long tenure (23 years) can raise refreshment and independence‑perception concerns; however, Board highlights active refreshment discussions (17 meetings since Feb 2022) and added new directors since 2023 . No related‑party transactions involving Moore disclosed; compensation committee interlocks show no Item 404 relationships among committee members .

Risk Indicators & Red Flags

• Related‑party transactions: Only disclosed related‑party item for 2024 involved compensation of an SVP’s family member; no Moore‑related items .
• Section 16(a): Company indicates timely compliance in 2024, with limited two‑day late Form 4 filings for certain executives; no issues identified for Moore .
• Say‑on‑pay support (program governance signal): 95.4% approval at 2024 annual meeting .
• Equity plan safeguards: No option/SAR repricing without shareholder approval; no discounted options; no gross‑ups; dividends on unvested awards prohibited; independent administration .

Compensation Committee Analysis (ONEOK)

• Committee composition and duties: Moore serves alongside other independent directors; committee oversees executive pay, human capital reviews, risk assessment of comp programs, and engages independent consultant (Meridian) .
• Interlocks/insider participation: No member (including Moore) had relationships requiring Item 404 disclosure; no cross‑board executive interlocks with OKE executives were reported for 2024 .

Insider Filings Snapshot

Notes on ONEOK Director Compensation Structure

• Annual retainers (cash and stock) and optional deferrals; charitable matching programs contribute to “All Other Compensation” .
• No meeting fees disclosed; committee chair cash retainers apply only to chairs; Moore is a member but not a chair at OKE .

Strategic Implications for Investors

• Moore’s long governance track record and compensation committee role should be viewed as stabilizing for pay oversight; high say‑on‑pay support reinforces confidence in compensation governance .
• Interlock with ONE Gas is a watchpoint for informational flow and potential perceived conflicts, but no related‑party transactions or committee conflicts disclosed; continued monitoring of board refreshment is prudent given tenure .