Walter Hulse III
Chief Financial Officer, Treasurer and Executive Vice President, Corporate Development and Investor Relations at 
ONEOK INC /NEW/
ONEOK INC /NEW/Executive
About Walter Hulse III
Walter S. Hulse III serves as Chief Financial Officer, Treasurer and Executive Vice President, Corporate Development and Investor Relations at ONEOK. His role spans finance, investor relations and corporate development, and he signs the company’s SEC filings in this capacity . ONEOK’s 2024 operating and financial performance showed strong momentum (operating income ≈$5.0B; net income ≈$3.1B) and robust dividend growth, informing incentive outcomes tied to EPS, ROIC, safety and environmental metrics . 2021–2024 PSUs paid at 88% of target based on TSR at the 44th percentile versus peers, evidencing alignment of equity awards to relative shareholder returns .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ONEOK, Inc. | CFO, Treasurer & EVP Corporate Development & Investor Relations | — | Oversees finance, IR and corporate development; SEC filing signatory |
Fixed Compensation
Multi-year cash and perquisites:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $580,000 | $600,000 | $650,000 |
| Short-Term Incentive Target (%) | — | 100% | 110% |
| Actual Bonus Paid ($) | $809,800 | $1,372,500 | $1,640,000 |
2024 “All Other Compensation” (company-reported components):
| Component | Amount |
|---|---|
| Nonqualified Deferred Compensation (NQDC) employer contributions | $217,967 |
| 401(k) match | $19,000 |
| Profit-sharing contributions (401k Plan) | $24,150 |
| Personal use of company aircraft | $8,153 |
| Charitable contributions on behalf of executive | $9,375 |
Performance Compensation
Short-term incentive (STI) framework and 2024 results:
| Item | Value |
|---|---|
| STI Target (as % of base) | 110% |
| Corporate Modifier (2024) | 183.5% |
| Individual Modifier (2024) | 125% |
| Actual STI Paid (2024) | $1,640,000 |
2024 STI performance metrics:
| Metric | Target | Actual | Weighted Payout Contribution (% of target) |
|---|---|---|---|
| EPS (adjusted for acquisitions) | Not disclosed | $5.25 | 72.1% |
| ROIC (adjusted for acquisitions) | Not disclosed | 13.71% | 72.4% |
| Total Recordable Incident Rate (TRIR) | 0.40 | 0.31 | 19% |
| Agency Reportable Environmental Event Rate (AREER) | 0.74 | 0.33 | 20% |
Long-term incentives (2024 grants):
| Award Type | Grant Date | Threshold Units | Target Units | Maximum Units | Grant-Date Fair Value ($) |
|---|---|---|---|---|---|
| Restricted Stock Units (RSUs) | 2/21/2024 | — | 8,864 | — | $649,997 |
| Performance Stock Units (PSUs) | 2/21/2024 | 17,728 | 35,456 | 70,912 | $3,038,225 |
Vesting schedules (outstanding as of 12/31/2024):
| RSUs (Units) | Vest Date |
|---|---|
| 6,492 | Feb 23, 2025 |
| 7,268 | Feb 22, 2026 |
| 9,158 | Feb 17, 2027 |
| PSUs (Units) | Vest Date |
|---|---|
| 11,580 | Feb 23, 2025 |
| 55,052 | Feb 22, 2026 |
| 73,430 | Feb 17, 2027 |
Vested in 2024:
| Item | Amount |
|---|---|
| Shares acquired on vesting | 39,766 |
| Value realized on vesting ($) | $2,862,758 |
Equity Ownership & Alignment
| Item | Amount/Policy |
|---|---|
| Beneficial ownership (Mar 1, 2025) | 189,693 shares; <1% of class |
| Unvested RSUs (market value) | 22,918 units; $2,300,967 |
| Unearned PSUs (market/payout value) | 140,062 units; $14,062,225 |
| Stock ownership guideline | Executive Vice President = 4x base salary |
| Guideline compliance (2024) | All officers in compliance |
| Hedging/Pledging | Hedging prohibited; pledging prohibited except rare CEO-approved exception; none known |
| Options | Company does not grant stock options |
Employment Terms
| Provision | Details |
|---|---|
| Employment agreements | No individual agreements for NEOs; benefits set via plans (“plan approach”) |
| Termination without cause | Prorated vesting of RSUs; retiree benefits for those eligible |
| Retirement/Disability | Prorated PSU payout after performance period; prorated STI payout |
| Change-in-control (CIC) plan | Double-trigger; severance = up to 3x salary+target bonus (Hulse: 2x; CEO: 3x); COBRA premium reimbursement up to 18 months |
| CIC vesting under equity plans | Awards vest if not assumed OR upon CIC + qualifying termination; PSUs pay greater of target or actual-to-date; RSUs lapse restrictions |
| Estimated CIC payout (Hulse, as of 12/31/2024) | Cash severance $2,726,533; Health/Welfare $121,017; RSUs $2,300,967; PSUs $9,511,896; Total $14,660,413 |
| Tax gross-ups | None under equity plan; “net best” approach to excise taxes under CIC plan |
Compensation Peer Group & Say-on-Pay
- Peer group used for PSU performance includes: Antero Midstream, DT Midstream, Energy Transfer, Enterprise Products Partners, Kinder Morgan, Kinetik, MPLX, Plains All American, Targa Resources, Western Midstream Partners, Williams; NuStar, Equitrans, and EnLink were removed due to acquisitions in 2024–2025 .
- Say-on-Pay support: 95.4% approval at 2024 annual meeting .
Company Performance Context
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | $22,387,000,000* | $17,677,000,000* | $21,698,000,000* |
| EBITDA ($USD) | $3,433,000,000* | $4,220,000,000* | $6,196,000,000* |
Values retrieved from S&P Global.*
Deferred Compensation
| Item | Amount |
|---|---|
| Executive contributions in 2024 | $169,708 |
| Registrant contributions in 2024 | $217,967 |
| Aggregate earnings in 2024 | $225,826 |
| Aggregate withdrawals/distributions | $(11,601) |
| Aggregate balance at FY-end | $2,461,313 |
| Above-market earnings | None in 2022–2024 |
Risk Indicators & Red Flags
- Clawback policy adopted per Exchange Act Rule 10D-1; permits discretionary recovery for fraud/negligence/intentional misconduct causing material restatements .
- Hedging and pledging prohibitions (with rare pledge exception requiring CEO approval; none known) reduce misalignment risk .
- No stock options or repricing; strong equity plan governance (no discounted options/SARs; no liberal share recycling; no tax gross-ups) .
- Minor administrative issue: one Form 4 for several insiders (including Mr. Hulse) was filed two business days late due to unintentional error .
Investment Implications
- Pay-for-performance alignment is robust: STI tied to EPS/ROIC/safety/environment, with a 183.5% corporate modifier and a 125% individual modifier for Hulse; LTIs are ~80% PSUs linked to relative TSR vs midstream peers . This supports incentive strength for value creation.
- Retention and potential selling pressure: Significant unvested RSUs and PSUs scheduled through 2027 create retention anchors and may drive periodic supply around vesting dates (Feb 2025–2027) . CIC provisions (double trigger; estimated total ≈$14.7M for Hulse) mitigate change-of-control uncertainty but could result in meaningful equity acceleration .
- Ownership alignment: Executive ownership guidelines (EVP = 4x salary) with full compliance, prohibition on hedging/pledging, and absence of options minimize misalignment risks . Strong say-on-pay support (95.4%) reduces governance overhang .