Sheridan Swords
ONEOK INC /NEW/About Sheridan Swords
Executive Vice President and Chief Commercial Officer at ONEOK (effective January 6, 2025), previously EVP, Commercial Liquids and Natural Gas Gathering & Processing; his remit expanded to also oversee the Natural Gas Pipelines segment under the new role . ONEOK’s executive pay is explicitly tied to EPS, ROIC, safety (TRIR) and environmental (AREER) outcomes in the annual bonus, and relative TSR for PSUs; 2024’s corporate bonus factor was 183.5% driven by EPS of $5.25, ROIC of 13.71%, TRIR of 0.31, and AREER of 0.33, while 2021 PSU grants paid at 88% of target on 44th percentile relative TSR . ONEOK identifies EPS, ROIC and Relative TSR Percentile as the “most important” performance measures used to link pay and performance . The company adjusted 2024 EPS/ROIC bonus calculations to exclude the impact of the EnLink and Medallion acquisitions to preserve pay-for-performance integrity during integration .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ONEOK | EVP, Chief Commercial Officer | 2025–present | Expanded remit to oversee Natural Gas Pipelines segment along with liquids and G&P, aligning commercial leadership across the now diversified footprint post-M&A . |
| ONEOK | EVP, Commercial Liquids and Natural Gas Gathering & Processing | Through 2024 | Led commercial strategy for liquids and G&P; role served as foundation for expanded CCO responsibilities following portfolio expansion . |
| ONEOK | Senior Vice President, Natural Gas Liquids and Natural Gas Gathering and Processing | 2023 | Senior commercial leadership for NGL and G&P (title as disclosed in 2023 compensation table) . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $500,000 | $500,000 | $525,000 (raised 5% for 2024) |
| Target STI (% of base) | 85% (2023 reference) | 85% | 95% |
| Maximum STI (% of base) | 212.5% (2023 reference) | 212.5% | 237.5% |
| Non-Equity Incentive Paid ($) | $613,400 | $855,500 | $1,052,500 |
| Stock Awards Grant-Date Fair Value ($) | $1,560,634 | $1,756,885 | $2,045,043 |
| Change in Pension Value ($) | $0 | $661,416 | $336,265 |
| All Other Compensation ($) | $75,772 | $71,844 | $89,080 |
| Total Compensation ($) | $2,749,806 | $3,845,645 | $4,047,888 |
Notes:
- 2024 target changes approved: base +$25k, STI target +10 pp, LTI target +$549,999 (44.0%) .
Performance Compensation
Annual Bonus – Structure and 2024 Outcomes
- Metrics and approach: EPS and ROIC (financial), TRIR and AREER (operational); for 2024, EPS/ROIC calculations excluded impacts of EnLink and Medallion acquisitions to maintain comparability; corporate modifier methodology and guiding principles approved Nov 6, 2024 .
- 2024 corporate modifier and components: EPS $5.25 (> target) contributed 72.1%; ROIC 13.71% (> target) 72.4%; TRIR 0.31 between target and max 19.0%; AREER 0.33 at max 20.0% → Corporate modifier 183.5% .
- Individual performance modifiers assigned for 2024: Swords 115% .
- 2023 reference: corporate modifier 183% with EPS $5.93 (> max), ROIC 21.05% (> max), TRIR 0.36 (between threshold/target), AREER 0.32 (between target/max) .
| Item | 2023 | 2024 |
|---|---|---|
| Corporate Performance Modifier | 183% | 183.5% |
| Swords’ Individual Modifier | 110% | 115% |
| Swords’ Non-Equity Incentive Paid ($) | $855,500 | $1,052,500 |
Long-Term Incentives (PSUs/RSUs)
- 2024 grants (Swords): 4,909 RSUs ($359,977 GDFV) and 19,637 target PSUs (threshold 9,818; max 39,274) with $1,682,695 GDFV; equity mix ~80% PSUs / ~20% RSUs consistent with policy .
- 2021 PSU cycle vest (paid Feb 2024) at 88% of target on 44th percentile relative TSR; Swords vested 29,240 total shares (RSUs + PSUs) in 2024 with $2,104,958 value .
| 2024 LTI Grant Detail (Swords) | Shares/Units | Grant-Date Fair Value ($) |
|---|---|---|
| RSUs (2/21/2024) | 4,909 | $359,977 |
| PSUs – Threshold/Target/Max (2/21/2024) | 9,818 / 19,637 / 39,274 | $1,682,695 |
| 2024 Vested Stock | Shares Acquired | Value Realized ($) |
|---|---|---|
| Swords | 29,240 | $2,104,958 |
Upcoming Vesting Schedules (Vesting Pressure Monitor)
| Award Type | Count | Vest Date |
|---|---|---|
| RSUs | 4,773 | Feb 23, 2025 |
| RSUs | 4,624 | Feb 22, 2026 |
| RSUs | 5,072 | Feb 17, 2027 |
| PSUs | 8,515 | Feb 23, 2025 (payout 0–200% vs peer TSR) |
| PSUs | 35,034 | Feb 22, 2026 (0–200%) |
| PSUs | 40,669 | Feb 17, 2027 (0–200%) |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Mar 1, 2025) | 233,087 ONEOK shares; “less than 1%” of class |
| Deferred Stock (to be issued at separation) | 2,770 (Jan 2010), 11,412 (Jan 2011), 5,416 (Feb 2017) excluded from above |
| Unvested RSUs at 12/31/2024 | 14,469 units ($1,452,688 market value at $100.40) |
| Unvested PSUs at 12/31/2024 | 84,218 units ($8,455,487) |
| Ownership Guidelines | EVP level: 4x base salary; compliance required within 5 years; all officers in compliance for 2024; sales restricted if below guideline |
| Hedging/Pledging | Hedging prohibited; pledging prohibited (limited CEO exception for non-margin loans) |
| Section 16 Compliance | One Form 4 reporting vesting filed two business days late due to administrative error (including Swords) |
Employment Terms
| Provision | Summary |
|---|---|
| Employment Agreements | No individual employment agreements with NEOs |
| CIC Severance Plan | Double-trigger; severance up to 3x salary+target STI; ONEOK set 2x for all NEOs except CEO (3x); COBRA premiums up to 18 months; “net best” cut to manage 280G excise |
| Clawback | Policy adopted compliant with Exchange Act Rule 10D-1; recovery of incentive-based cash and equity; broader recoupment in cases of fraud/negligence/misconduct |
| Equity Plan Protections | No option/SAR repricing or cash buyouts without shareholder approval; no tax gross-ups; double-trigger CIC vesting; no dividends on unvested awards |
Estimated Post-Employment/CIC Economics for Swords (as of 12/31/2024; $100.40 stock)
| Scenario | Cash Severance | Health & Welfare | RSUs | PSUs | Equity Subtotal | Total |
|---|---|---|---|---|---|---|
| Termination Without Cause | $0 | $66,423 | $877,797 | $0 | $877,797 | $944,220 |
| Disability/Retirement | $498,100 | $66,423 | $877,797 | $1,840,031 | $2,717,828 | $3,282,351 |
| Death | $498,100 | $66,423 | $877,797 | $1,840,031 | $2,717,828 | $3,282,351 |
| Qualifying Termination After CIC | $2,044,854 | $106,134 | $1,452,688 | $5,917,576 | $7,370,264 | $9,521,252 |
CIC treatment mechanics: RSUs vest; PSUs pay greater of target (prorated) or actual performance through CIC; double-trigger applies unless awards not assumed .
Pension & Deferred Compensation
| Plan | Years Credited | PV of Accrued Benefit (12/31/2024) | Notes |
|---|---|---|---|
| Retirement Plan (qualified DB) | 20 | $913,100 | Only NEO participating in this plan |
| SERP (nonqualified DB) | 20 | $2,463,282 | SERP closed to new participants; Swords is a participant |
| NQDC (aggregate at FY-end) | — | $6,648,080 balance; 2024 exec contrib $15,730; registrant contrib $62,090; earnings $1,771,803 | No above-market earnings in 2024 |
Compensation Structure Analysis
- Mix and risk: ~80% PSUs and ~20% RSUs in LTI; heavy at-risk, multi-year vesting supports retention and alignment with TSR .
- 2024 upward shifts: Higher STI target (+10 pp) and LTI target (+44%) for Swords, reflecting expanded scope and peer median positioning; still governed by capped plans and independent committee oversight .
- Formula integrity: 2024 EPS/ROIC bonus metrics adjusted to exclude large M&A impacts; committee maintained caps and multi-metric design; clawback in place .
- No shareholder-unfriendly features: No option/SAR repricing; no tax gross-ups in the equity plan .
Equity Overhang and Vesting Schedules (Insider Selling Pressure)
- Near-term vesting cadence (Feb 2025/2026/2027) across RSUs and PSUs may create periodic liquidity windows; outstanding unvested awards at YE2024 totaled 98,687 units for Swords (14,469 RSUs + 84,218 PSUs at YE market values) .
Investment Implications
- Pay-for-performance is tight to EPS, ROIC, safety/environmental outcomes annually and relative TSR over three years; 2024’s 183.5% corporate modifier and 2021 PSU payout at 88% confirm above-target operating execution but mid-pack relative TSR, tempering upside in realized equity .
- Retention risk looks contained: significant unvested equity through 2027, compliance with robust 4x salary ownership guidelines, and double-trigger CIC protections lower voluntary exit risk while aligning with shareholders; hedging/pledging prohibitions further reduce misalignment .
- Watch windows: February vesting clusters could add supply around those dates; 2025 role expansion (CCO) adds accountability across the integrated system, with incentive plan adjustments explicitly neutralizing M&A distortion—track 2025–2027 PSU relative TSR vs the new “Energy Peers” to gauge value creation and potential upside in realized pay .