Wayne Smith
ONEOK INC /NEW/About Wayne T. Smith
Wayne T. Smith, age 65, is an independent director of ONEOK, Inc. (OKE) who joined the Board in 2023 and serves on the Audit and Corporate Governance Committees; the Board has designated him as an Audit Committee financial expert under SEC rules . He holds a B.S. in chemical engineering from Syracuse University and an MBA from The Wharton School; he also served on Syracuse’s College of Engineering and Computer Science Dean’s Leadership Council, bringing more than 35 years of chemicals industry expertise across petrochemicals, polymers, and specialized chemicals . The Board has affirmatively determined his independence under NYSE standards and OKE’s guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BASF Corporation | Chairman & CEO | May 2015 – May 2021 | Led U.S. operations of global chemicals firm |
| BASF SE | Member, Board of Management | 2012 – May 2021 | Senior global leadership; strategy oversight |
| W.R. Grace & Co. | VP & GM, Specialty Construction Chemicals | 2000 – 2004 | P&L leadership in construction chemicals |
| The BOC Group | VP & GM, Packaged Products | 1998 – 2000 | Managed packaged gases business |
External Roles
| Organization | Role | Tenure/Notes |
|---|---|---|
| Air Products and Chemicals, Inc. | Director; Chairman of the Board | Current; serves as Board Chair |
| Inter Pipeline | Director | Prior service noted |
Board Governance
- Committee assignments: Audit Committee member (financial expert), Corporate Governance Committee member .
- Independence: Board determined Wayne T. Smith is independent under NYSE and company guidelines .
- Attendance and engagement: In 2024 the Board held 21 regular and 9 special meetings; all incumbent directors attended at least 92% of Board and committee meetings, and all directors attended the 2024 annual meeting (virtual) . Audit Committee met 5 times in 2024; Corporate Governance Committee met 3 times .
- Board leadership: OKE has an independent Board Chair (Julie H. Edwards); no Lead Independent Director is designated given the independent Chair structure .
- Board workload policy: OKE highlights that no director serves on more than two public company boards (Wayne serves on OKE and Air Products) .
- Executive sessions: Independent directors meet in regular executive sessions each Board meeting; independent Chair presides .
2025 Shareholder Voting Outcomes (director election)
| Nominee | Votes For | Votes Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Wayne T. Smith | 447,110,722.794 | 4,711,082.635 | 1,217,929.817 | 94,366,308.000 |
Fixed Compensation
Policy Structure (non-management directors)
| Component | May 2023–Apr 2024 | May 2024–Apr 2025 |
|---|---|---|
| Annual Cash Retainer | $100,000 | $110,000 |
| Annual Stock Retainer (fully vested shares) | $150,000 | $170,000 |
| Committee Chair Retainer – Audit | $25,000 | $25,000 |
| Committee Chair Retainer – Executive Compensation | $20,000 | $20,000 |
| Committee Chair Retainer – Corporate Governance | $20,000 | $20,000 |
| Board Chair Cash Retainer | $165,000 | $185,000 |
| Lead Director Cash Retainer | $25,000 | $25,000 |
- Directors may elect to receive cash retainers in fully vested common stock; the annual stock retainer is issued as fully vested shares based on the NYSE closing price at the meeting following the annual meeting; in 2024, each non-management director was issued 2,082 shares at grant-date fair value of $81.66 (fractional shares paid in cash) .
2024 Actual Compensation – Wayne T. Smith
| Item | Amount |
|---|---|
| Fees Earned or Paid in Cash | $110,000 |
| Stock Awards (grant-date fair value) | $170,000 |
| All Other Compensation (charitable programs) | $11,000 |
| Total | $291,000 |
Deferred Compensation Elections (2024)
| Election Type | Amount/Balance |
|---|---|
| Board Fees Deferred to Phantom Stock in 2024 | $170,000 |
| Dividends Earned on Phantom Stock and Reinvested in 2024 | $10,302 |
| Total Phantom Stock Held at 12/31/2024 (shares) | 3,723 |
Performance Compensation
- Directors are not eligible for Performance Units or Performance Shares under the 2025 Equity Incentive Plan; director equity is delivered as fully vested stock awards and director fees stock elections, subject to an annual $1,000,000 total value cap (cash plus equity) per director .
- Clawback: OKE maintains a clawback policy compliant with Exchange Act Rule 10D-1 and NYSE standards; all incentive-based compensation is subject to recovery in cases of material restatement, and discretionary recovery is permitted for fraud, negligence, or intentional misconduct; awards under the 2025 EIP are subject to clawback .
Other Directorships & Interlocks
| Company | Relationship to OKE | Potential Interlock/Conflict Disclosure |
|---|---|---|
| Air Products and Chemicals, Inc. | Unrelated; industrial gases | Wayne is Chairman; no related-party transactions with OKE disclosed |
| Inter Pipeline | Unrelated; prior Canadian midstream | Prior directorship; no related-party transactions with OKE disclosed |
OKE’s proxy discloses related-person transactions and notes only one employment-related transaction (compensation for a senior executive’s family member); no transactions involving Wayne T. Smith are disclosed .
Expertise & Qualifications
- More than 35 years of chemicals industry leadership across petrochemicals, polymers, and specialty chemicals; brings value-chain breadth relevant to midstream interfaces .
- Financial oversight credentials: designated Audit Committee financial expert under SEC rules .
- Education and technical grounding: B.S. Chemical Engineering (Syracuse University); MBA (Wharton); engineering school leadership council experience .
- Public company governance: Chairman role at a large-cap industrial and prior board service in midstream; aligns with OKE’s competency matrix (accounting/auditing, governance, capital markets, regulatory/risk) .
Equity Ownership
| Holder | Common Shares Beneficially Owned | Phantom Stock (Directors’ Plan) | Total (Shares + Phantom) | % of Class |
|---|---|---|---|---|
| Wayne T. Smith | 2,700 | 3,762 | 6,462 | <1% |
- Ownership guidelines: Non-management directors must hold common stock equal to 5x the annual cash retainer within 5 years; all directors were in compliance in 2024 .
- Hedging/pledging: OKE prohibits hedging and pledging by officers and directors (with a narrow exception for non-margin loans that can be repaid without resort to pledged securities); no hedging allowed, and no tax gross-ups provided for change-in-control benefits .
Governance Assessment
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Strengths supporting investor confidence:
- Evidenced independence, audit financial expertise, and active committee roles, with strong Board process (ERM, ESG, HCM examinations) and regular executive sessions .
- High engagement: Board/committee cadence and >92% attendance by all directors in 2024; Wayne received 447.1M “For” votes in 2025 director election, indicating solid shareholder support .
- Alignment: Director stock ownership guidelines met; equity-based director compensation with clawback provisions; no related-party transactions involving Wayne disclosed .
- Say-on-pay support: Shareholders supported OKE’s executive pay program with 95.4% approval (including abstentions) at the 2024 annual meeting; 2025 say-on-pay received 422.8M “For” votes vs. 27.4M “Against” .
-
Risk indicators and potential red flags:
- Overboarding risk appears contained under OKE’s policy (“no more than two public company boards”) with Wayne on OKE and Air Products; no attendance issues disclosed .
- Pledging/hedging prohibited, mitigating alignment risks; no Item 404 related-party relationships disclosed for Wayne .
Overall, Wayne T. Smith’s deep operations background in chemicals, audit financial expertise, and adherence to OKE’s independence and ownership policies contribute positively to Board effectiveness and investor confidence; no material conflicts or governance red flags are disclosed in OKE’s latest proxy and voting filings .