Randall Larson
ONEOK INC /NEW/About Randall J. Larson
Independent director of ONEOK since 2015 (age 67), Larson is a former CEO/CFO in midstream and a former KPMG partner with SEC Office of Chief Accountant experience. He chairs ONEOK’s Corporate Governance Committee and serves on the Executive Compensation Committee, bringing deep accounting, finance, capital markets, and midstream operating expertise. Education: BBA, University of Wisconsin–Eau Claire; MBA, University of Wisconsin–Madison .
Past Roles
| Organization | Role | Tenure / Dates | Committees / Impact |
|---|---|---|---|
| TransMontaigne Partners L.P. (general partner) | Chief Executive Officer | Sep 2006 – Aug 2009 | Led GP of a midstream MLP |
| TransMontaigne Partners L.P. (general partner) | Chief Financial Officer | Jan 2003 – Sep 2006 | Senior finance leadership in midstream |
| TransMontaigne Partners L.P. (general partner) | Controller | May 2002 – Jan 2003 | Accounting leadership |
| KPMG LLP (Silicon Valley & National office) | Partner | Jul 1994 – May 2002 | Public accounting, capital markets, audit/advisory |
| U.S. SEC, Office of Chief Accountant | Professional Accounting Fellow | Jul 1992 – Jul 1994 | Policy/technical accounting at SEC |
External Roles
| Organization | Role | Tenure / Dates | Committees / Positions |
|---|---|---|---|
| Valero Energy Partners GP LLC (prior to merger with Valero Energy Corp.) | Director | Prior to merger (dates not specified) | Audit Committee Chair; Conflicts Committee Member |
| MarkWest Energy Partners GP (prior to merger with MPLX LP) | Director | Prior to merger (dates not specified) | Audit Committee Chair; Compensation Committee Member |
| Oiltanking Partners GP, L.P. | Director | Aug 2011 – Feb 2014 | Audit Committee Chair; Conflicts Committee Member |
No current public company board memberships are disclosed for Larson in the 2025 proxy .
Board Governance
| Governance Item | Detail |
|---|---|
| Independence | Board determined Larson is independent under NYSE, company guidelines |
| ONEOK Committees | Corporate Governance Committee (Chair); Executive Compensation Committee (Member) |
| Meetings & Attendance | 2024: Board held 21 regular and 9 special meetings; each incumbent director attended ≥92% of aggregate Board+committee meetings; all directors attended the 2024 annual meeting |
| Committee Meeting Cadence (2024) | Audit (5); Executive Compensation (5); Corporate Governance (3). Larson chaired 3 Corporate Governance Committee meetings |
| Board Leadership | Independent Board Chair; no lead independent director needed while Chair is independent |
| Executive Sessions | Independent directors meet in separate executive sessions at each regular Board meeting |
| Board Refreshment | Governance Committee prioritized refreshment; topic discussed at 17 committee/Board meetings since Feb 2022; Larson quoted emphasizing refreshment priority |
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned/Paid in Cash | $130,000 | Reflects $110,000 cash retainer + $20,000 Corporate Governance Chair retainer |
| Equity (Stock Awards) | $170,000 | Annual stock retainer; fully vested when granted |
| Other Compensation | $1,000 | Charitable contribution/matching programs |
| Total (2024) | $301,000 |
Director retainer structure (effective May 1, 2024): cash retainer $110,000; stock retainer $170,000; committee chair retainers: Audit $25,000; Executive Compensation $20,000; Corporate Governance $20,000 .
Performance Compensation (Director)
| Element | 2024 Award Design | Vesting / Metrics |
|---|---|---|
| Annual Stock Retainer | 2,082 shares common stock (grant date fair value $81.66 each = $170,000) | Fully vested when granted; directors may elect deferral into phantom stock |
| Deferrals (2024) | None disclosed for Larson (no cash or phantom stock deferral) | N/A |
ONEOK does not grant stock options to directors; the 2018 EIP caps director stock award values annually .
Other Directorships & Interlocks
| Topic | Assessment |
|---|---|
| Current public boards | None disclosed for Larson |
| Interlocks / Conflicts | Compensation Committee Interlocks: none; no relationships requiring Item 404 disclosure for committee members |
| Outside board load | ONEOK notes no director serves on more than two public company boards (board-wide policy adherence) |
Expertise & Qualifications
- Financial, audit, and accounting leadership (SEC OCA Fellow; KPMG partner) .
- Midstream executive experience (TransMontaigne CEO/CFO) .
- Extensive audit/compensation/conflicts committee leadership across midstream GPs .
- Skills align to ONEOK’s core competencies (accounting/finance, governance leadership, industry experience, capital markets) .
Equity Ownership
| Holder | Beneficially Owned Shares | Phantom Stock (Directors’ Plan) | Total (Shares + Phantom) | % of Class |
|---|---|---|---|---|
| Randall J. Larson | 29,548 | 0 | 29,548 | <1% |
Ownership/Alignment safeguards:
- Director ownership guideline: minimum 5x annual cash retainer within five years; all directors were in compliance in 2024 .
- Hedging prohibited; pledging prohibited except by CEO-granted exception; company not aware of any officer/director pledging shares .
Governance Assessment
- Board effectiveness: Larson’s dual role as Corporate Governance Committee Chair and Executive Compensation Committee member positions him at the center of board refreshment, succession planning, and pay governance; board refreshment efforts intensified (17 meetings since Feb 2022) with explicit priority on leadership experience and energy expertise .
- Independence & attendance: Independent director with strong attendance (≥92% along with all incumbents), supporting engagement and oversight; independent Board Chair and regular executive sessions further enhance oversight quality .
- Pay alignment & shareholder support: Director pay is market-aligned (moved to median vs. peers in 2024), with straightforward mix (cash retainer + fully vested equity), and robust ownership guidelines; executive say-on-pay support was 95.4% in 2024, signaling broad investor confidence in compensation governance under the committee on which Larson serves .
- Conflicts/related-party: No Larson-related related-party transactions disclosed; committee interlocks avoided; Section 16 filings generally timely for directors (noting a late Form 4 affected certain executives, not directors) .
- Risk indicators: No red flags identified—no pledging, no hedging, high attendance, independent leadership, and established clawback policy (for executives) and insider trading restrictions; directors limited in outside board service .
Overall signal: Larson’s governance profile (audit/finance depth, midstream operator background, and active refreshment leadership) supports investor confidence with low conflict risk and clear alignment mechanisms (ownership guidelines, equity grants, anti-hedging/pledging) .