DEF 14A
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant 
        Filed by a Party other than the Registrant 
Check the appropriate box:
 
 
Preliminary Proxy Statement
  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
  Definitive Proxy Statement
  Definitive Additional Materials
  Soliciting Material under §240.14a-12
The Williams Companies, Inc.
(Name of Registrant as Specified In Its Charter)
  
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
  No fee required.
  Fee paid previously with preliminary materials.
  Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
 
 
 


Table of Contents

LOGO


Table of Contents

LOGO


Table of Contents
    Chair and CEO Letter

 

MARCH 20, 2024

 

 

Dear Fellow

Williams Stockholder,

 

 

 

  LOGO  

 

We are extremely proud of the company’s exceptional track record of safely, reliably and responsibly delivering natural gas, which has become an essential element in keeping America’s economy strong, our lights on and our homes warm. Every day, our growing, large-scale pipeline network moves a third of the nation’s natural gas to where it’s needed most as we continue to develop infrastructure to keep up with the fast-growing demand for low-carbon and affordable energy solutions.

Our natural gas-focused strategy delivered excellent financial results in 2023 with contracted transmission capacity, gathering volumes and Adjusted EBITDA surpassing previous highs, once again demonstrating our ability to grow despite low natural gas prices. We maintained a strong balance sheet and returned $2.179 billion (without buybacks) in attractive dividends to shareholders while also executing on $130 million of opportunistic share buybacks within our repurchase program. Our latest increase in the dividend and expected five-year compounded annual growth rate of 6% places Williams at the top quartile within the S&P 500 – and worth noting that 2024 marks the 50th consecutive year of dividend payments.

Our continued strong financial performance speaks for itself, but we are even more excited about the future as we invest in high-return growth opportunities to serve America’s growing demand for clean energy, while doubling down on our responsibilities as an energy industry leader. Most notably, we:

 

  Reported GAAP EPS growth of 60% in 2023 versus 2022 and delivered Adjusted EPS CAGR of 19% over the past five years, all while maintaining our strong credit metrics.

 

  Reached record gathering volumes and record gas transmission capacity, which grew 6% and 32% respectively.
  Advanced 10 FERC-regulated expansion projects through the permitting process and won contracts for the largest economic expansion ever on Transco, already the nation’s largest gas transmission network.

 

  Integrated MountainWest Pipeline, adding approximately 8 billion cubic feet per day of transmission capacity, as well as storage, to our portfolio and enhancing access to the Rockies and West Coast markets.

 

  Acquired a strategically located natural gas storage portfolio on the Gulf Coast with 115 billion cubic feet of capacity and direct access to growing natural gas and LNG markets.

 

  Completed two strategic transactions that dramatically grew our position in the DJ Basin, consistent with the company’s strategy of maintaining a top position in its areas of operation.

 

  Recognized by S&P Global, Sustainalytics, MSCI and Dow Jones Sustainability Index for our commitment to transparency, strong governance and environmental performance; achieved an upgraded ‘A-’ score on the 2023 CDP Climate Change Questionnaire, exceeding the sector and regional averages of a ‘C’.

While proud of what we have accomplished, we know we have more to do as a midstream leader. Mark our words, we are committed to continually improving our understanding of the needs and priorities of the people who our business touches, including customers, employees and communities where we operate, and shareholders like you.

To that end, on behalf of Williams and the Board of Directors, we cordially invite you to our annual meeting of Stockholders on April 30, 2024, at 2 p.m. Central Daylight Time. During the virtual meeting where all are welcome, we’ll cover the items of business described in the pages that follow as well as provide a company update and question-and-answer session. We thank you for your investment and support of Williams.

 

 

Sincerely,

 

LOGO    LOGO
Alan S. Armstrong    Stephen W. Bergstrom
Chief Executive Officer    Chairman of the Board
 

 

 


Table of Contents

 

Notice of the 2024 Annual Meeting of Stockholders

 

 

 

Date & Time

Tuesday, April 30, 2024 at 2:00 p.m. CDT

 

Place & How to Attend

This year’s annual meeting of stockholders (“Annual Meeting”) will be conducted online via live, audio webcast at www.meetnow.global/MA5CYUJ. There will be no in-person meeting.

 

If you are (i) a stockholder of record or (ii) a beneficial holder who has obtained a control number from Computershare (each of (i) and (ii) is a “Voting Eligible Party”), then select “Join Meeting Now,” enter your control number located on the Notice of Internet Availability of Proxy Materials, your proxy card, or received from Computershare and enter your first and last name and your email address. If you are not a Voting Eligible Party, select “Guest,” enter your first and last name, and enter your email address.

 

Record Date

March 7, 2024. Stockholders of record at the close of business on this date are entitled to receive notice of and to participate and vote at the Annual Meeting or any adjournments or postponements.

 

   

 

 

Agenda

     
   

PROPOSAL

 

     

 

 

 

 

BOARD
RECOMMENDATION

 

 


 

 

   

 

PAGE

 

 

 

         
   

BOARD PROPOSALS

   
   

1.

 

Elect 12 Director Nominees for a One-year Term.

 

 

 

 

 

 

LOGO

 

FOR

each nominee

 

 

 

 

 

 

    10  
   

2.

 

Approve, on an Advisory Basis, the Compensation of our Named Executive Officers.

 

 

 

 

 

 

LOGO

 

FOR

 

 

 

 

 

 

    59  
   

3.

 

 

Ratify the Selection of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year ending December 31, 2024.

 

 

 

 

 

 

 

LOGO

 

FOR

 

 

 

 

 

 

    96  
   

4.

 

 

 

Approve the Adoption of the Amended and Restated Certificate of Incorporation of The Williams Companies, Inc. to Limit the Liability of Certain Officers as Permitted by Law.

 

 

 

 

 

 

 

LOGO

 

FOR

 

 

 

 

 

 

    99  
         
   

 

STOCKHOLDER PROPOSAL

   
   

5.

 

 

Vote on a Stockholder Proposal Requesting the Company Issue a Report Assessing Policy Options Related to Venting and Flaring, if Properly Presented at the Annual Meeting.

 

 

 

 

 

 

 

 

LOGO

AGAINST

 

 

 

 

 

 

    101  
   

6.

 

 

 

Transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

How to Vote

 

LOGO   

LOGO

  

LOGO

  

LOGO

  

LOGO

 

By Internet

Vote via the Internet at www.envisionreports.
com/wmb.

 

  

 

By Mail

If you received a printed version of the proxy materials, mark, sign, date, and return the proxy card in the enclosed postage-paid envelope.

  

 

By Phone

Call toll-free 1-800-
652-VOTE (8683) in
the United States, US territories or

Canada.

  

Attend the Virtual Meeting

 

Attend the virtual Annual Meeting

(steps above) and

click on the “Vote” bar.

  

 

Scan QR Code

Scan the QR code on

your proxy card.

For further instructions on voting, please see the “Questions and Answers about the Annual Meeting and Voting” section of the proxy statement, refer to the Notice of Annual Meeting you received in the mail, or, if you received a printed version of the proxy materials by mail, refer to the enclosed proxy card. Please refer to the proxy statement for a detailed explanation of the matters being submitted to a vote of the stockholders.

By Order of the Board of Directors,

 

LOGO

Robert E. Riley, Jr.

Vice President and Assistant General Counsel – Corporate Secretary and Corporate Strategic Development March 20, 2024

 

 

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 30, 2024

 

We encourage you to access and review all of the important information contained in the proxy materials before voting. The Notice of Annual Meeting, 2024 proxy statement, and 2023 Annual Report, which includes a copy of our annual report on Form 10-K for the fiscal year ended December 31, 2023 (“2023 Annual Report”), are available at www.edocumentview.com/wmb.

 

 

          Williams Companies | 2024 Proxy Statement          

 


Table of Contents
Table of Contents    LOGO

 

EXECUTIVE SUMMARY   1
ELECTION OF DIRECTORS   10

Proposal 1:

Elect 12 Director Nominees for a One-year Term.

  10
Director Nominee Skills, Experience, and Attributes   11
Director Independence   24
Director Compensation   25
CORPORATE GOVERNANCE   28
Overview   28
Building an Effective Board   29
Creating an Effective Board Structure   33
Executing on Effective Corporate Governance   36
SPOTLIGHT ON CORPORATE SUSTAINABILITY   50
EXECUTIVE COMPENSATION APPROVAL   59

Proposal 2:

Approve, on an Advisory Basis, the Compensation of our Named Executive Officers.

  59
COMPENSATION DISCUSSION AND ANALYSIS   60
EXECUTIVE COMPENSATION TABLES AND OTHER INFORMATION   81
AUDITOR APPROVAL   96

Proposal 3:

Ratify the Selection of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2024.

  96

CHARTER AMENDMENT

  99

Proposal 4:

Approve the Adoption of the Amended and Restated Certificate of Incorporation of The Williams Companies, Inc., to Limit the Liability of Certain Officers as Permitted by Law.

  99
STOCKHOLDER PROPOSAL   101

Proposal 5:

Vote on a Stockholder Proposal Requesting the Company Issue a Report Assessing Policy Options Related to Venting and Flaring, if Properly Presented at the Annual Meeting.

  101
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT   106
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING   108

APPENDIX A:

NON-GAAP RECONCILIATIONS

  A-1

APPENDIX B:

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE WILLIAMS COMPANIES, INC.

  B-1

 

 

 

Environmental, Social and Governance (“ESG”) Topics

 

  Board Diversity      3    
  Climate Commitment      51    
  Code of Conduct for Suppliers and Contractors      37    
  Cybersecurity      47    
  Diversity and Inclusion      56    
  EEO-1 Survey Data      56    
  Human Rights Policy and Statement      37    
  Our Compensation Best Practices      8    
  Our Governance Best Practices      6    
  Political Advocacy and Contributions      46    
  Stockholder Engagement      45    
  Sustainability Report      58    
      
 

 

 

                    

 


Table of Contents

LOGO

 

The Williams Companies, Inc. (“Williams”) is an energy company committed to being the leader in providing the best transport, storage, and delivery solutions to reliably fuel the clean energy economy.

 

LOGO

 

Handling

 

~one-third

 

of the natural gas in the United States, serving more than 700 customers.

 

LOGO

 

Operating

 

>33,000 miles

 

of pipeline in 24 states in 12 supply areas.

 

LOGO

 

Running

 

35

 

natural gas processing facilities and 9 natural gas liquids (“NGLs”) fractionation facilities.

 

LOGO

 

Managing

 

405.4 Billion

 

cubic feet (“Bcf”)

 

 

of natural gas storage capacity and approximately 25 million barrels of NGL storage capacity.

               

 

LOGO

     

NATURAL GAS GATHERING

 

•  Gather natural gas from producers’ wells and move volumes to processing.

 

•  Gas gathering capacity is 28.5 Bcf per day (“Bcf/d”).

 

  

NATURAL GAS PROCESSING

 

•  Process volumes to separate natural gas from NGLs.

 

•  Gas processing capacity is 8.3 Bcf/d.

 

     

NATURAL GAS TRANSMISSION AND STORAGE

 

•  Move post-processed natural gas to growing demand centers, including operating Transco, the nation’s largest natural gas transmission pipeline.

 

•  Total gas transmission capacity is 32.3 million dekatherms per day.

 

  

NGL SERVICES

 

•  Transport NGLs to fractionators to split out individual products, including ethane, propane, butanes, and natural gasoline.

 

•  Move purity products to end-users via pipeline, truck or rail.

 

     

GAS AND NGL MARKETING SERVICES

 

•  Market gas and NGLs to a wide range of end-users primarily through transportation and storage agreements.

 

•  Gas marketing footprint of over 7 Bcf/d; NGL marketing sales volume of 223 million barrels per day.

*Figures represent 100% capacity for operated assets, including those in which Williams has a share of ownership as of December 31, 2023 and include systems acquired on January 3, 2024.

 

 

          Williams Companies | 2024 Proxy Statement     1      

 


Table of Contents

LOGO

 

2023 Company Highlights

Our strategy continues to involve four areas of focus: (1) maintaining financial strength and stability by delivering reliable earnings, durable cash flow, and a healthy balance sheet; (2) creating long-term stockholder value through a disciplined, returns-based approach to capital allocation; (3) driving growth by investing in high-return growth projects, emissions reduction projects, and renewables; and (4) operating sustainably including leveraging our irreplaceable natural gas infrastructure to help build a clean energy future. Below are select highlights from the execution of this strategy in 2023.

Financial Strength & Stability

 

  Protected long-term health of balance sheet and investment-grade rating.

 

  Ended the year with 3.58x leverage ratio.(3)

Focus on Long-Term Stockholder Value

 

  Returned value to stockholders through deleveraging, buybacks, and bolt-on expansions.

 

  Increased quarterly cash dividends in 2023 by 5.3%. Paid a dividend every quarter since 1974.

 

  Dividend Coverage Ratio (AFFO Basis) = 2.39x.

Position of Growth

 

  Increased gathering volumes by 6% and contracted transmission capacity by 32% from 2022.

 

  Closed the acquisition of MountainWest Pipeline Holdings Company adding nearly 2,000-miles of interstate natural gas pipeline systems primarily across Utah, Wyoming, and Colorado totaling about 8 Bcf/d of transmission capacity and adding 56 Bcf of storage capacity.

 

  Closed two transactions to position the company as the third largest gatherer in the DJ Basin.

 

  On Jan. 3, 2024, closed the acquisition of a portfolio of natural gas storage assets with total capacity of 115 Bcf connecting Transco to attractive markets, including LNG markets.

Sustainable Strategy

 

  Executed an agreement with a Southern Company Gas subsidiary to provide certified, low-emissions NextGen Gas over a 3-year period.

 

  Selected to participate in the Pacific Northwest Hydrogen and Appalachia Regional Clean Hydrogen Hubs by the United States Department of Energy (“DOE”).

 

  Joined the Oil and Gas Methane Partnership 2.0 (“OGMP 2.0”) Methane Initiative, a measurement-based international methane emissions reporting framework.

 

  Received funding from the DOE for a CO2 storage hub in collaboration with the University of Wyoming at our Echo Springs plant.

 

  Received an upgraded “A-“ score on the 2023 CDP Climate Change Questionnaire.

(1)Net income amounts are from continuing operations attributable to The Williams Companies, Inc. available to common stockholders. Per share amounts are reported on a diluted basis.

(2)A reconciliation of all non-GAAP financial measures to their nearest GAAP comparable financial measures is included in Appendix A.

(3)Does not represent leverage ratios measured for the Williams credit agreement compliance or leverage ratios as calculated by major credit agencies.

 

 

 

 

      2     Williams Companies | 2024 Proxy Statement          

 


Table of Contents

Executive Summary

 

Our Corporate Governance

 

LOGO

Our Board believes strong corporate governance is key to long-term stockholder value and maintaining the trust and confidence of investors, employees, customers, business partners, regulatory agencies, and other stakeholders. Strong corporate governance starts at the top with our Board elected annually by our stockholders to oversee the selection of the CEO and other officers, strategy, and risk-management. A short summary of our Board composition, refreshment, and skillsets is below followed by detailed biographies for each director candidate and analysis regarding the independence of our Board in the “Election of Directors” section. The “Corporate Governance” section details the Board’s processes for building an effective Board, creating an effective Board structure, and executing on effective corporate governance with specific examples of the Board’s oversight and the Company’s practices related to CEO succession, strategic planning and risk assessment, cybersecurity, political advocacy and contributions, corporate ethics and compliance, and Environmental, Social, and Governance (“ESG”). We also included highlights from our annual Sustainability Report in the “Spotlight on Corporate Sustainability” section showcasing our commitment to do the right thing in everything that we do.

Our Board Composition*

 

LOGO

*Reflects the anticipated composition of the Board at the conclusion of the Annual Meeting, assuming stockholders elect all nominees to the Board. Age is calculated as of April 30, 2024.

 

 

          Williams Companies | 2024 Proxy Statement     3      

 


Table of Contents

Executive Summary

 

Our Board*  

LOGO

 

 

NAME & PRINCIPAL OCCUPATION

                 COMMITTEES     

 

     

LOGO

 

Alan S. Armstrong

President & Chief Executive Officer,

The Williams Companies, Inc.

  61   2011                           BOK Financial
Corporation

LOGO

 

Stephen W. Bergstrom

Retired Board Chair, President & Chief Executive Officer, American Midstream Partners, GP, LLC

  66   2016   LOGO       LOGO       LOGO   Chair   None

LOGO

 

Michael A. Creel

Retired Director & Chief Executive Officer, Enterprise Products Partners L.P.

  70   2016   LOGO   LOGO       Chair           None

LOGO

 

Stacey H. Doré

Executive Vice President of Public Affairs and Chief Strategy and Sustainability Officer, Vistra Corp.

  51   2021   LOGO   LOGO           Chair       None

LOGO

 

Carri A. Lockhart

Retired Executive Vice President,

Technology, Digital, and Innovation, Equinor

  52   2023   LOGO       LOGO   LOGO           Dril-Quip, Inc.

LOGO

 

Richard E. Muncrief

Director, President & Chief Executive Officer, Devon Energy Corporation

  65   2022   LOGO       LOGO   LOGO          

Devon Energy

Corporation

LOGO

 

Peter A. Ragauss

Retired Senior Vice President & Chief Financial Officer, Baker Hughes Company

  66   2016   LOGO   LOGO           LOGO       APA Corporation

LOGO

 

Rose M. Robeson

Retired Group Vice President & Chief Financial Officer, DCP Midstream LLC

  63   2020   LOGO   Chair       LOGO          

SM Energy Company

Newpark Resources,
Inc.

LOGO

 

Scott D. Sheffield

Director & Retired Chief Executive Officer, Pioneer Natural Resources Company

  71   2016   LOGO       LOGO   LOGO          

Pioneer Natural

Resources Company

LOGO

 

Murray D. Smith

President of Murray D. Smith and

Associates, Former Minister of Energy for Alberta, Canada

  74   2012   LOGO       LOGO   LOGO           Surge Energy Inc.

LOGO

 

William H. Spence

Retired Board Chair, President & Chief Executive Officer, PPL Corporation

  67   2016   LOGO       Chair       LOGO       Pinnacle West Capital Corporation

LOGO

 

Jesse J. Tyson

Retired President & Chief Executive Officer, ExxonMobil Inter-Americas

  71   2022   LOGO   LOGO           LOGO       None

 

LOGO   

OF OUR DIRECTORS HAVE ENERGY TRANSITION EXPERIENCE,

including through serving as a chief sustainability officer, current or former service
as executives or directors for companies heavily involved in tackling emissions
reduction, carbon capture, nuclear, wind, solar, and battery storage, and
involvement with organizations developing emission reporting frameworks.

*Reflects the anticipated composition of the Board at the conclusion of the Annual Meeting, assuming stockholders elect all nominees to the Board. Age is calculated as of April 30, 2024.

 

 

      4     Williams Companies | 2024 Proxy Statement          

 


Table of Contents

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          Williams Companies | 2024 Proxy Statement     5      

 


Table of Contents

Executive Summary

 

Our Governance Best Practices

 

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DIRECTOR INDEPENDENCE AND BOARD LEADERSHIP

 

  Prioritize Board independence. 11 of 12 director nominees are independent.

 

  Provide that only independent directors may serve on Board committees.

 

  Conduct regular executive sessions without management.

 

  Separate the roles of Board Chair and Chief Executive Officer (“CEO”), which were split in 2011.

 

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ROBUST REFRESHMENT

 

  Seek highly qualified candidates that offer a wide variety of perspectives, including candidates of diverse race, ethnicity, and gender.

 

  Maintain a policy that provides for retirement at the annual meeting after a director turns 75 years old unless the Board approves an exception.

 

  Conduct annual performance self-evaluations, including assessing the size, structure, composition, and function of the Board and its committees.

LOGO

BOARD AND COMMITTEE OVERSIGHT

 

  Engage in comprehensive senior management succession planning.

 

  Evaluate, at least annually, our long-term strategy, risks, and opportunities.

 

  Exercise strategic oversight over Company risk, including our ESG strategy and policies, cybersecurity, political contributions, human capital management, environmental, health and safety (“EH&S”) matters, and our Ethics and Compliance Program.
 

LOGO

GOVERNANCE PRACTICES

 

  Review corporate governance documents annually, including Board committee charters.

 

  Prohibit pledging, hedging, short sales, and derivative transactions by directors, officers, and employees.

 

  Maintain stock ownership guidelines for directors and defer all equity granted to directors until retirement from the Board.

 

  Prohibit director overboarding to prevent a director from serving on more than four public company boards (including our Board) and an Audit Committee member from serving on the audit committee of more than three public companies (including our Audit Committee) without Board approval.

 

  Present comprehensive director onboarding programs and continuing education opportunities.

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STOCKHOLDER RIGHTS AND ENGAGEMENT

 

  Elect all directors annually by a majority vote for uncontested director elections (plurality voting in contested elections).

 

  Provide for an annual stockholder advisory vote on executive compensation.

 

  Allow proxy access so that holders of 3% of our stock for at least three years may include the greater of two nominees or nominees representing 20% of our Board in our proxy statement if they meet the eligibility and notice requirements in our bylaws and charter.

 

  Provide for the removal of directors with a majority vote, with or without cause.

 

  Seek robust year-round stockholder engagement.

 

     

 

What’s New

 

•  In 2023, we appointed to our Board Carri A. Lockhart, who was previously the Chief Technology Officer for Equinor.

 

•  Elected women to chair 50% of our standing Board committees (2 of 4) effective February 1, 2023.

 

•  Updated 3 out of 4 Board committee charters in 2022 to formalize existing practices and clarify the delineation of oversight between the Board and the Board committees in several key areas: ESG (including matters related to climate change and energy transition), human capital management, and cybersecurity.

 

         
 

 

 

      6     Williams Companies | 2024 Proxy Statement          

 


Table of Contents

Executive Summary

 

Our Executive Compensation

 

LOGO

2023 Compensation Snapshot

The graphics below demonstrate the mix of fixed (base pay) and variable or at-risk compensation (target short-term and long-term incentives) for our CEO and other named executive officers (“NEOs”). As shown below, the majority of our NEOs’ total compensation is dependent on stock price performance and pre-established performance metrics and targets, which means the compensation they receive will vary every year based on Company and individual performance in accordance with our pay for performance philosophy. A summary of the performance-metrics for the short-term incentives, an annual cash-based incentive, and the performance-based RSUs, an equity-based incentive with potential vesting following a three-year performance period, are set forth below and our entire executive compensation program is described in detail in our “Compensation Discussion and Analysis” section.

 

 

LOGO

What’s New

We made no significant changes to our executive compensation program in 2023 reflecting the strong stockholder support of the executive compensation program design. Annually, we seek stockholder approval for the compensation of our named executive officers. In 2023, 96.2% percent of our stockholders voted in favor of our executive compensation program.

 

 

          Williams Companies | 2024 Proxy Statement     7      

 


Table of Contents

Executive Summary

 

Our Compensation Best Practices

Our executive compensation program reflects our pay philosophy used throughout the entire organization to pay for performance and execution of our corporate strategy on an annual and long-term basis. The Board and the Compensation and Management Development Committee oversee the design and administration of the compensation program for our CEO and other NEOs. The tables below highlight the best practices utilized in our compensation process.

What We Don’t Do

 

 

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NO EMPLOYMENT AGREEMENTS WITH OUR NEOS EXCEPT STANDARD CHANGE IN CONTROL AGREEMENTS

 

LOGO

 

  

NO CASH DIVIDEND EQUIVALENTS ON RSUs UNTIL ELIGIBLE RSUs VEST AND ARE DISTRIBUTED

 

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NO EXCISE TAX GROSS UP PAYMENTS PROVIDED FOR IN OUR CHANGE IN CONTROL PLAN

 

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NO EXCESSIVE PERQUISITES

 

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NO REPRICING OR REPLACING UNDERWATER STOCK OPTIONS

 

LOGO

 

  

NO PRICING STOCK OPTIONS BELOW GRANT DATE FAIR MARKET VALUE

 

LOGO

 

  

NO SHARE RECYCLING FOR STOCK OPTIONS

 

LOGO

 

  

NO HEDGING OR PLEDGING OF COMPANY STOCK

Our Policy on Securities Trading prohibits our directors, officers, and employees from engaging in hedging activities related to our securities or from pledging our securities as collateral for a loan.

 

 

What We Do

 

 

LOGO

 

 

INDEPENDENT ADMINISTRATION

The Compensation and Management Development Committee, which only has independent director members, oversees CEO and NEO pay, including retention of an independent compensation consultant.

 

LOGO

 

 

COMPENSATION BENCHMARKS

With the assistance of our independent compensation consultant, we annually benchmark our compensation program against a compensation peer group determined based on several factors, including total assets, market capitalization, and enterprise value.

 

LOGO

 

 

PRE-ESTABLISHED PERFORMANCE GOALS

We align our incentive-compensation to both short-term and long-term Company performance with pre-established performance targets.

 

LOGO

  

 

 

STOCKHOLDER ENGAGEMENT

We provide an annual opportunity for stockholders to vote on an advisory basis to approve our NEO compensation and regularly discuss executive compensation with our stockholders.

 

LOGO

 

 

MINIMUM THRESHOLDS AND MAXIMUM AWARD CAPS

All of our variable compensation plans have minimum thresholds that must be met prior to any payment and have caps on the total amount that we can payout. Our Annual Incentive Program (“AIP”) awards and our performance-based equity awards cap payout at 200% of target.

 

LOGO

 

 

STOCK AWARD VESTING PERIODS

All RSU awards provided to our NEOs vest three years from grant date.

 

LOGO  

“DOUBLE TRIGGERS” FOR EQUITY OR SEVERANCE PAYMENTS FOR A CHANGE IN CONTROL

Severance payments and accelerated vesting of equity awards in the event of a change in control require both a change in control and a termination under certain circumstances without cause (“double trigger”), unless the acquiring company does not assume or replace the awards.

 

LOGO  

CLAWBACKS OF EXECUTIVE COMPENSATION

The Board may recoup incentive compensation in certain circumstances including for fraud or intentional misconduct and as required by the New York Stock Exchange.

 

LOGO  

ROBUST EQUITY OWNERSHIP GUIDELINES

We have established stock ownership guidelines to appropriately align the interests of our executive officers and directors with our stockholders:

 

MULTIPLE OF BASE SALARY/ANNUAL CASH RETAINER

Directors

   5x

CEO

   6x

Executive and Senior Vice Presidents

   3x
 

 

 

      8     Williams Companies | 2024 Proxy Statement          

 


Table of Contents

Executive Summary

 

Voting Roadmap

Board Proposals

 

      

 

Proposal 1: Elect 12 Director Nominees for a One-Year Term.

 

 

 

LOGO

 

 

 

THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS

VOTE “FOR” EACH OF THE LISTED DIRECTOR NOMINEES FOR A ONE-YEAR TERM.

 

 

PAGE 10

 

 

      

 

Proposal 2: Approve, on an Advisory Basis, the Compensation of our Named Executive Officers.

 

 

 

LOGO

 

 

 

THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS

VOTE “FOR” THIS ITEM.

 

 

PAGE 59

 

 

      

 

Proposal 3: Ratify the selection of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year ending December 31, 2024.

 

 

LOGO

 

 

 

THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS

VOTE “FOR” THIS ITEM.

 

 

 

PAGE 96

 

 

      

 

Proposal 4: Approve the Adoption of the Amended and Restated Certificate of Incorporation of The Williams Companies, Inc. to Limit the Liability of Certain Officers as Permitted by Law.

 

 

LOGO

 

 

 

THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS

VOTE “FOR” THIS ITEM.

 

 

 

PAGE 99

 

Stockholder Proposal

 

      

 

Proposal 5: Stockholder Proposal Requesting the Company Issue a Report Assessing Policy Options Related to Venting and Flaring, if Properly Presented at the Annual Meeting.

 

   

 

LOGO

 

 

 

THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS

VOTE “AGAINST” THE STOCKHOLDER PROPOSAL.

 

 

PAGE 101

 

 

 

 

          Williams Companies | 2024 Proxy Statement     9      

 


Table of Contents

    

LOGO

 

The Board has nominated 12 director candidates to serve as directors of the Company for one-year terms expiring at the 2025 annual meeting of stockholders as follows: Alan S. Armstrong, Stephen W. Bergstrom, Michael A. Creel, Stacey H. Doré, Carri A. Lockhart, Richard E. Muncrief, Peter A. Ragauss, Rose M. Robeson, Scott D. Sheffield, Murray D. Smith, William H. Spence, and Jesse J. Tyson. Each nominee was previously elected to our Board at our annual meeting of stockholders on April 25, 2023.

Our By-laws provide for a majority voting standard in uncontested director elections. In other words, assuming the presence of a quorum, a director nominee will be elected to our Board if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election. Each of our directors execute an irrevocable resignation that will become effective if (1) he or she fails to receive a majority of the votes cast in an uncontested election and (2) the Board accepts such resignation. If a director fails to receive the required votes for election, the Governance and Sustainability Committee will make a recommendation to the Board, and the Board will determine whether to accept the resignation. To make the determination, the Governance and Sustainability Committee and the Board may consider any factors they deem relevant. The director whose tendered resignation is under consideration abstains from participating. The Board will publicly disclose its decision within 90 days of the date the election results are certified. If the Board accepts a director’s resignation, the Governance and Sustainability Committee will recommend, and the Board will determine, whether to fill such vacancy or reduce the Board size.

Unless otherwise instructed, the individuals designated by the Board as proxies will vote the proxies received for the director candidates nominated by the Board. Each of the director nominees has consented to serve on the Board, and the Board has no reason to believe any nominees will be unable or unwilling to serve if elected. If a nominee is unable to or unwilling to stand for election as a director, either the designated proxies will vote to elect another nominee recommended by the Board, or the Board may choose to reduce its size. The biographical information for the director nominees is set forth in the remainder of this section.

 

LOGO

 

 

      10     Williams Companies | 2024 Proxy Statement          

 


Table of Contents

Election of Directors

 

Director Nominee Skills, Experience, and Attributes*

 

  LOGO
 BOARD SKILLS MATRIX                        

Corporate Governance and Public Company Board:

Provides knowledge of public company board practices or perspectives from other public company boards, including current or prior experience.

LOGO LOGO LOGO LOGO LOGO LOGO LOGO LOGO LOGO LOGO LOGO

Energy Industry:

Provides industry perspective and understanding of challenges and opportunities we face.

LOGO LOGO LOGO LOGO LOGO LOGO LOGO LOGO LOGO LOGO LOGO LOGO

Energy Transition:

Provides experience in sustainability or transitioning to alternative non-hydrocarbon energy sources.

LOGO LOGO LOGO LOGO LOGO LOGO LOGO LOGO

Engineering and Construction:

Provides technical knowledge related to our business operations that aids in risk oversight.

LOGO LOGO LOGO LOGO LOGO LOGO

Environmental:

Provides experience in regulatory schemes and best practices to enhance our environmental stewardship.

LOGO LOGO LOGO LOGO LOGO LOGO LOGO LOGO

Executive Leadership:

Provides judgment and experience as a “C-Level” executive of a publicly traded entity or large private company.

LOGO LOGO LOGO LOGO LOGO LOGO LOGO LOGO LOGO LOGO LOGO

Financial and Accounting:

Provides experience in assessing our financial performance and monitoring the integrity of our financial reporting process.

LOGO LOGO LOGO LOGO LOGO

Human Capital Management:

Provides experience in human resources and best practices to enhance our talent acquisition, retention, and development.

LOGO LOGO LOGO LOGO LOGO LOGO LOGO LOGO LOGO LOGO

Information Technology:

Provides understanding of data management, the technology utilized in our business, and cybersecurity.

LOGO LOGO LOGO LOGO LOGO LOGO LOGO LOGO LOGO

Legal:

Provides insight in assessing legal risk.

LOGO

Marketplace Knowledge:

Provides perspectives of the marketplace in which we operate.

LOGO LOGO LOGO LOGO LOGO LOGO LOGO LOGO LOGO LOGO LOGO LOGO

Mergers and Acquisitions:

Provides experience in assessment and execution of potential acquisitions.

LOGO LOGO LOGO LOGO LOGO LOGO LOGO LOGO LOGO LOGO LOGO

Operations:

Provides operational knowledge related to our business to aid in managing risk.

LOGO LOGO LOGO LOGO LOGO LOGO LOGO LOGO

Public Policy and Government:

Provides understanding on public policy affecting our business and federal and state regulatory experience, including with the Federal Energy Regulatory Commission.

LOGO LOGO LOGO

Securities and Capital Markets:

Provides experience evaluating our capital structure, capital market transactions, and other finance-related strategies.

LOGO LOGO LOGO LOGO

Strategy Development/Risk Management:

Provides experience in risk management to help oversee the identification and assessment of risks and experience developing short-and-long-term company strategies.

LOGO LOGO LOGO LOGO LOGO LOGO LOGO LOGO LOGO LOGO

Age

61 66 70 51 52 65 66 63 71 74 67 71

Gender

M M M F F M M F M M M M

 

Black or African-American

 

LOGO

*Reflects the anticipated composition of the Board at the conclusion of the Annual Meeting, assuming stockholders elect all nominees to the Board. Age is calculated as of April 30, 2024.

 

 

          Williams Companies | 2024 Proxy Statement     11      

 


Table of Contents

Election of Directors

 

Director Biographies

Below is the biographical information as of April 30, 2024, for each director nominee.

 

 

LOGO

 

                    

Alan S. Armstrong

 

President and Chief Executive Officer,

The Williams Companies, Inc.

 

 


AGE:
61

 

DIRECTOR SINCE: 2011

 

MANDATORY RETIREMENT YEAR: 2038

 

 

    

 

EDUCATION:

 

•  BS, Civil Engineering,
University of Oklahoma

 

 

QUALIFICATIONS

 

Mr. Armstrong has served as Director, President, and Chief Executive Officer of the Company since 2011. During his tenure, Williams has expanded its reach, currently handling about one-third of all U.S. natural gas volumes through gathering, processing, transportation, and storage services. In addition, Mr. Armstrong also served as Chairman of the Board and Chief Executive Officer of the general partner of Williams Partners L.P. (“WPZ”), the master limited partnership, that prior to its 2018 merger with Williams, owned most of Williams’ gas pipeline and domestic midstream assets. Prior to being named CEO, Mr. Armstrong led the Company’s North American midstream and olefins businesses as Senior Vice President — Midstream. Previously, Mr. Armstrong served as Vice President of Gathering and Processing from 1999 to 2002; Vice President of Commercial Development from 1998 to 1999; Vice President of Retail Energy Services from 1997 to 1998; and Director of Commercial Operations for the Company’s midstream business in the Gulf Coast region from 1995 to 1997. He joined Williams in 1986 as an engineer.

 

Mr. Armstrong serves as the Chair of the National Petroleum Council and is a member of the President’s National Infrastructure Advisory Council. He also serves on the Board of the American Petroleum Institute. Mr. Armstrong also serves on the board of several education-focused organizations, including Chair of the Junior Achievement National Board and Chair of the Investment Committee for the University of Oklahoma Foundation.

 

COMMITTEES

 

None

 

CURRENT PUBLIC COMPANY DIRECTORSHIPS

 

BOK Financial Corporation

 

•  Credit Committee

 

PRIOR PUBLIC COMPANY DIRECTORSHIPS

 

(within the last 5 years)

None

       

 

SKILLS AND EXPERIENCE

 

    LOGO   LOGO
   

 

Corporate Governance & Public Company Board

 

 

Information
Technology

   

 

LOGO

 

 

LOGO

   

 

Energy

Industry

 

 

Marketplace

Knowledge

   

 

LOGO

 

 

LOGO

   

 

Energy

Transition

 

 

Mergers &
Acquisitions

   

 

LOGO

 

 

LOGO

   

 

Engineering &
Construction

 

 

Operations

   

 

LOGO

 

 

LOGO

   

 

Environmental

 

 

Public Policy
& Government

   

 

LOGO

 

 

LOGO

   

 

Executive
Leadership

 

 

Strategy
Development/
Risk Management

   

 

LOGO

 
   

 

Human Capital
Management

 
   

 

 

 

      12     Williams Companies | 2024 Proxy Statement          

 


Table of Contents

Election of Directors

 

 

LOGO

                    

Stephen W. Bergstrom

 

Retired Board Chair, President, and Chief Executive Officer,

 

American Midstream Partners, GP, LLC

 


INDEPENDENT

 


AGE:
66

 

DIRECTOR SINCE: 2016

 

MANDATORY RETIREMENT YEAR: 2033

 

 

    

 

EDUCATION:

 

•  BS, Industrial Administration, Iowa State University

 

 

QUALIFICATIONS

 

Mr. Bergstrom brings to our Board 43 years of experience with natural gas midstream operations and electric utilities as well as prior board experience. He was a director on the Board of American Midstream Partners GP, LLC, a natural gas gathering, processing, and transporting company until it merged with ArcLight Capital Partners, LLC in July 2019. From 2013 to 2015, he served as Executive Board Chair, President, and Chief Executive Officer of American Midstream Partners’ general partner. Mr. Bergstrom acted as an exclusive consultant to ArcLight Capital Partners, an energy-focused investment firm, from 2003 to 2015, assisting ArcLight in connection with its energy investments. From 1986 to 2002, Mr. Bergstrom served in several leadership roles for Natural Gas Clearinghouse, which became Dynegy, Inc., a major electric utility company. Mr. Bergstrom acted in various capacities at Dynegy, ultimately serving as President and Chief Operating Officer. Mr. Bergstrom began his career with Transco Energy Company, Inc. in 1980.

 

NON-EXECUTIVE BOARD CHAIR

 

COMMITTEES

•  Compensation & Management Development

•  Governance & Sustainability

 

CURRENT PUBLIC COMPANY DIRECTORSHIPS

 

None

 

PRIOR PUBLIC COMPANY DIRECTORSHIPS

 

(within the last 5 years)

 

None

       

SKILLS AND EXPERIENCE

 

    LOGO   LOGO
   

 

Corporate Governance & Public Company Board

 

 

Human Capital Management

   

 

 

LOGO

 

 

 

LOGO

   

 

Energy

Industry

 

 

Marketplace Knowledge

   

 

LOGO

 

 

LOGO

   

 

Engineering & Construction

 

 

Mergers &

Acquisitions

   

 

LOGO

 

 

LOGO

   

 

Environmental

 

 

Operations

   

 

LOGO

 

 

LOGO

   

 

Executive

Leadership

 

 

Strategy

Development/

Risk Management

         
         

 

 

          Williams Companies | 2024 Proxy Statement     13      

 


Table of Contents

Election of Directors

 

 

LOGO

                    

Michael A. Creel

 

Retired Director and Chief Executive Officer,

Enterprise Products Partners L.P.

 


INDEPENDENT


AGE:
70

 

DIRECTOR SINCE: 2016

 

MANDATORY RETIREMENT YEAR: 2029

 

 

    

 

EDUCATION:

 

•  BS, Accounting, McNeese State University

•  Certified Public Accountant

 

QUALIFICATIONS

 

Mr. Creel is an executive with 44 years of energy experience, including 19 years on large public company boards and 8 years at the helm of a large publicly-traded energy infrastructure company. Mr. Creel previously served as director and Chief Executive Officer of Enterprise Products Partners L.P. from 2007 until his retirement in 2015. Earlier, he served in positions of increasing responsibility with the company since 1999. He was also Group Vice Chairman at EPCO, Inc., and Executive Vice President and Chief Financial Officer at Duncan Energy Partners, L.P., a company engaged in natural gas liquids transportation, fractionation, marketing and storage, and petrochemical product transportation, gathering and marketing. He was also President and Chief Executive Officer at the general partner of Enterprise GP Holdings L.P. and held a number of executive management positions with Shell affiliates Tejas Energy and NorAm Energy Corp.

 

COMMITTEES

 

•  Audit

•  Environmental, Health & Safety (Chair)

 

CURRENT PUBLIC COMPANY DIRECTORSHIPS

 

None

 

PRIOR PUBLIC COMPANY DIRECTORSHIPS

 

(within the last 5 years)

 

None

 

       

SKILLS AND EXPERIENCE

 

    LOGO   LOGO
   

 

Corporate Governance & Public Company Board

 

 

Information

Technology

   

 

LOGO

 

 

LOGO

   

 

Energy

Industry

 

 

Marketplace Knowledge

   

 

LOGO

 

 

LOGO

   

 

Environmental

 

 

Mergers &

Acquisitions

   

 

LOGO

 

 

LOGO

   

 

Executive

Leadership

 

 

Securities &

Capital Markets

   

 

LOGO

 

 

LOGO

   

 

Financial &

Accounting

 

 

Strategy

Development/ Risk Management

   

 

LOGO

 
   

 

Human Capital Management

 

 

 

      14     Williams Companies | 2024 Proxy Statement          

 


Table of Contents

Election of Directors

 

 

LOGO

                    

Stacey H. Doré

 

Executive Vice President of Public Affairs and Chief Strategy and
Sustainability Officer, Vistra Corp.

 


INDEPENDENT


AGE:
51

 

DIRECTOR SINCE: 2021

 

MANDATORY RETIREMENT YEAR: 2048

 

 

    

 

EDUCATION:

 

•  JD, Harvard Law School

•  BA, Journalism, University of Southwestern Louisiana

 

QUALIFICATIONS

 

Ms. Doré brings to our Board 26 years of experience in energy and law as well as frontline perspective from her current role in corporate strategy, public affairs and sustainability. She has been working in the power sector on transitioning away from coal and reducing carbon footprint for more than a decade. In August 2022, she was named Executive Vice President of Public Affairs and was named the first Chief Strategy and Sustainability Officer for Vistra Corp., the largest competitive integrated power generation and retail company in the United States. Ms. Doré previously served as President and Chief Executive Officer of Sharyland Utilities, LLC, a regulated Texas-based electric transmission utility. She also served as Senior Vice President of Utility and Power Operations for Hunt Energy, a diversified global company that invests in oil and gas exploration and production, refining, and electric power projects. Prior to this, she served as Senior Vice President and General Counsel of InfraREIT, Inc. until its sale in 2019. Ms. Doré previously held leadership positions of increasing responsibility with Energy Future Holdings, a privately held company with a portfolio of competitive and regulated energy companies, eventually serving as Executive Vice President, General Counsel, and Co-Chief Restructuring Officer. Before her entry into the energy industry, Ms. Doré practiced law for more than a decade with Vinson & Elkins.

 

COMMITTEES

 

•  Audit

•  Governance & Sustainability (Chair)

 

CURRENT PUBLIC COMPANY DIRECTORSHIPS

 

None

 

PRIOR PUBLIC COMPANY DIRECTORSHIPS

 

(within the last 5 years)

 

None

 

       

SKILLS AND EXPERIENCE

 

   

LOGO

 

 

LOGO

   

 

Corporate Governance & Public Company

Board

 

 

Legal

   

 

LOGO

 

 

LOGO

   

 

Energy

Industry

 

 

Marketplace

Knowledge

   

 

LOGO

 

 

LOGO

   

 

Energy
Transition

 

 

Mergers &

Acquisitions

   

 

LOGO

 

 

LOGO

   

 

Executive

Leadership

 

 

Operations

   

 

LOGO

 

 

LOGO

   

 

Financial &

Accounting

 

 

Public Policy &

Government

   

 

LOGO

 

 

LOGO

   

 

Human Capital

Management

 

 

Strategy/

Development/ Risk Management

   

 

LOGO

 
   

 

Information

Technology

 
       

 

 

          Williams Companies | 2024 Proxy Statement     15      

 


Table of Contents

Election of Directors

 

 

LOGO

                    

Carri A. Lockhart

 

Former Executive Vice President, Technology,
Digital and Innovation, Equinor

 

 


INDEPENDENT

 

AGE: 52

 

DIRECTOR SINCE: 2023

 

MANDATORY RETIREMENT
YEAR:
2046

 

    

 

EDUCATION:

•  BS, Petroleum Engineering, Montana College of Mineral Science Technology

 

 

 

QUALIFICATIONS

 

With over two decades of experience in the international energy industry, Ms. Lockhart has a broad background in production operations, facility management, and business development. Additionally, she has experience as the Chief Technology Officer for an energy company where she was responsible for developing technology to progress renewables and the energy transition, leading the information technology organization, and driving the digital agenda. Ms. Lockhart formerly served as Equinor’s (formerly known as Statoil, the Norwegian state oil company) Executive Vice President, Technology, Digital & Innovation in Oslo, Norway. Previously, she served as Equinor’s Senior Vice President Portfolio & Partner Operated in Development & Production International. Prior to this, she was Senior Vice President for Equinor’s U.S. Offshore business. Ms. Lockhart joined Equinor in 2016 and held a variety of leadership roles with experience in offshore, onshore conventional and unconventional assets, field supervision, facilities construction and operations, international country management, strategic planning, and business development. Prior to joining Equinor, she was with Marathon Oil Corporation where she started her career as a reservoir and production/operations engineer in Anchorage, Alaska before going on to senior leadership positions including Director of Business Development—the Americas, Alaska Regional General Manager, Vice President UK – North Sea, Vice President Bakken, and Vice President Eagle Ford.

 

She also brings perspective to our Board from service on two other energy industry boards: Dril-Quip, Inc., a public traded energy services provider, and Ascent Resources LLC, a private exploration and production company operating in the Utica Shale region.

 

COMMITTEES

 

•  Compensation & Management Development

•  Environmental, Health & Safety

 

CURRENT PUBLIC COMPANY DIRECTORSHIPS

 

Dril-Quip, Inc.,

•  Audit

•  Nominating and Governance

•  Compensation

 

PRIOR PUBLIC COMPANY DIRECTORSHIPS

 

(within the last 5 years)

 

None

       

SKILLS AND EXPERIENCE

 

   

LOGO

 

LOGO

   

 

Corporate Governance & Public Company Board

 

 

Human Capital

Management

   

 

LOGO

 

 

LOGO

   

 

Energy

Industry

 

 

Information
Technology

   

 

LOGO

 

 

LOGO

   

 

Energy

Transition

 

 

Marketplace

Knowledge

   

 

LOGO

 

 

LOGO

   

 

Engineering & Construction

 

 

Mergers &
Acquisitions

   

 

LOGO

 

 

LOGO

   

 

Environmental

 

 

Operations

   

 

LOGO

 

 

LOGO

   

 

Executive
Leadership

 

 

Strategy
Development/
Risk Management

     
     
   

 
         
         
         
         
         
         
         

 

 

      16     Williams Companies | 2024 Proxy Statement          

 


Table of Contents

Election of Directors

 

 

LOGO

                    

Richard E. Muncrief

 

Director, President, and Chief Executive Officer,
Devon Energy Corporation

 


INDEPENDENT

 

AGE: 65

 

DIRECTOR SINCE: 2022

 

MANDATORY RETIREMENT YEAR: 2034

 

    

 

EDUCATION:

 

•  BS, Petroleum Engineering Technology, Oklahoma State University

 

 

 

 

QUALIFICATIONS

 

Mr. Muncrief has more than 43 years of experience in the oil and gas industry, including a strong background in operations, mergers and acquisitions, and as an active CEO for a publicly traded exploration and production company. He has served as President and Chief Executive Officer of Devon Energy Corporation since January 2021 following the merger of Devon Energy Corporation and WPX Energy, Inc. Prior to that, he served as Chief Executive Officer and Board Chair of WPX Energy, Inc. since 2014. He previously served as Senior Vice President, Operations and Resource Development of Continental Resources, Inc. Earlier in his career, Mr. Muncrief served as Corporate Business Manager at Resource Production Company from August 2008 through May 2009. From September 2007 to August 2008, he served as President, Chief Operating Officer and as a Director of Quest Midstream Partners, LP. From 1980 to 2007, he served in various managerial capacities with ConocoPhillips and its predecessor companies Burlington Resources, Meridian Oil, and El Paso Exploration.

 

COMMITTEES

 

•  Compensation & Management Development

•  Environmental, Health & Safety

 

CURRENT PUBLIC COMPANY DIRECTORSHIPS

 

Devon Energy Corporation

 

PRIOR PUBLIC COMPANY DIRECTORSHIPS

 

(within the last 5 years)

WPX Energy, Inc.

       

SKILLS AND EXPERIENCE

 

   

LOGO

 

LOGO

   

 

Corporate Governance & Public Company Board

 

 

Human Capital
Management

   

 

LOGO

 

 

LOGO

   

 

Energy

Industry

 

 

Information
Technology

   

 

LOGO

 

 

LOGO

   

 

Energy

Transition

 

 

Marketplace

Knowledge

   

 

LOGO

 

 

LOGO

   

 

Engineering &
Construction

 

 

Mergers &
Acquisitions

   

 

LOGO

 

 

LOGO

   

 

Environmental

 

 

Operations

   

 

LOGO

 

 

LOGO

   

 

Executive
Leadership

 

 

Strategy
Development/
Risk Management

 

 

          Williams Companies | 2024 Proxy Statement     17      

 


Table of Contents

Election of Directors

 

 

LOGO

                    

Peter A. Ragauss

 

Retired Senior Vice President and Chief Financial Officer,
Baker Hughes Company

 


INDEPENDENT

 

AGE: 66

 

DIRECTOR SINCE: 2016

 

MANDATORY RETIREMENT YEAR: 2033

 

    

 

 

EDUCATION:

•  MBA, Harvard Business School

•  BS, Mechanical Engineering, Michigan State University

 

 

QUALIFICATIONS

 

Mr. Ragauss brings to our Board extensive finance and accounting expertise specific to the energy industry. He retired from Baker Hughes Company, an oilfield services company, in November 2014, after serving eight years as Senior Vice President and Chief Financial Officer. From 2003 to 2006, prior to joining Baker Hughes, Mr. Ragauss was Controller, Refining and Marketing for BP Plc. From 2000 to 2003, he was Chief Executive Officer for Air BP. From 1998 to 2000, he was Assistant to Group Chief Executive for BP Amoco. He was Vice President of Finance and Portfolio Management for Amoco Energy International when Amoco Corporation merged with BP Plc. in 1998. Earlier in his career, from 1996 to 1998, Mr. Ragauss served as Vice President of Finance for El Paso Energy International. He held positions of increasing responsibility at Tenneco Inc. from 1993 to 1996 and Kidder, Peabody & Co. Incorporated from 1987 to 1993. He currently serves as a director of Skulte LNG, a private energy company in Latvia.

 

COMMITTEES

 

•  Audit

•  Governance & Sustainability

 

CURRENT PUBLIC COMPANY DIRECTORSHIPS

 

APA Corporation

•  Audit

 

PRIOR PUBLIC COMPANY DIRECTORSHIPS

 

(within the last 5 years)

None

       

 

SKILLS AND EXPERIENCE

 

        LOGO         LOGO
   

 

Corporate Governance & Public Company Board

 

 

Information
Technology

   

 

LOGO

 

 

LOGO

   

 

Energy

Industry

 

 

Marketplace
Knowledge

   

 

LOGO

 

 

LOGO

   

 

Executive
Leadership

 

 

Mergers &
Acquisitions

   

 

LOGO

 

 

LOGO

   

 

Financial &
Accounting

 

 

Securities &
Capital Markets

     
     
     
   

 

 
       
       
     

 

 

 

      18     Williams Companies | 2024 Proxy Statement          

 


Table of Contents

Election of Directors

 

 

LOGO

                    

Rose M. Robeson

 

Retired Group Vice President and Chief Financial Officer,

DCP Midstream LLC

 

 


INDEPENDENT

 

AGE: 63

 

DIRECTOR SINCE: 2020

 

MANDATORY RETIREMENT YEAR: 2036

 

    

 

 

EDUCATION:

•  BS, Accounting, Northwest Missouri State University

•  Certified Public Accountant (inactive)

 

 

QUALIFICATIONS

 

Ms. Robeson brings over 40 years of experience in accounting and finance expertise as well as experience from other public company boards in the energy industry. She currently serves on the board for an exploration and production company and an energy infrastructure company, where she transitioned to board chair from audit committee chair in 2023.

 

She served as Chief Financial Officer of DCP Midstream LLC from January 2002 to May 2012. She also served as the Chief Financial Officer of DCP Midstream GP LLC, the general partner of DCP Midstream Partners, LP, from May 2012 until January 2014. Prior to joining DCP Midstream LLC, Ms. Robeson served as Vice President and Treasurer with Kinder Morgan, Inc. Prior to that, she previously held positions of increasing responsibility with Total Petroleum, Inc. and Ernst & Young and was recognized to the “Top Women in Energy — 2014” by the Denver Business Journal. From 2014 to 2016, she served as a director of American Midstream GP, LLC, the general partner of American Midstream Partners, LP. From 2017 to 2019, she served as a director of AMGP GP LLC, the general partner of Antero Midstream GP LP, a publicly traded limited partnership. In March 2019, when Antero Midstream Corporation was formed, she continued to serve as a director until 2022. She served as a director of Tesco Corporation until its acquisition by Nabors Industries Ltd. in 2017.

 

COMMITTEES

 

•  Audit (Chair)

•  Environmental, Health & Safety

 

CURRENT PUBLIC COMPANY DIRECTORSHIPS

 

SM Energy Company

•  Environmental, Social and Governance

•  Compensation

 

Newpark Resources, Inc.

•  Board Chair, effective May 2023

•  Prior to May 2023, Audit (Chair), Compensation, and Environmental, Social and Governance

 

PRIOR PUBLIC COMPANY DIRECTORSHIPS

 

(within the last 5 years)

Antero Midstream Corporation

AMGP GP LP

       

 

SKILLS AND EXPERIENCE

 

    LOGO   LOGO
   

 

Corporate Governance & Public Company Board

 

 

Information
Technology

   

 

LOGO

 

 

LOGO

   

 

Energy

Industry

 

 

Marketplace
Knowledge

   

 

LOGO

 

 

LOGO

   

 

Executive
Leadership

 

 

Mergers &
Acquisitions

   

 

LOGO

 

 

LOGO

   

 

Financial &
Accounting

 

 

Securities &
Capital Markets

   

 

LOGO

 

 

LOGO

   

 

Human Capital
Management

 

 

Strategy
Development/
Risk Management

     
     
     
     
   

 

 
         

 

 

          Williams Companies | 2024 Proxy Statement     19      

 


Table of Contents

Election of Directors

 

 

LOGO

                    

Scott D. Sheffield

 

Director and Retired Chief Executive Officer,

Pioneer Natural Resources Company

 

 

 


INDEPENDENT

 

AGE: 71

 

DIRECTOR SINCE: 2016

 

MANDATORY RETIREMENT YEAR: 2028

 

    

 

 

EDUCATION:

•  BS, Petroleum Engineering, The University of Texas

 

QUALIFICATIONS

 

Mr. Sheffield has more than 49 years of experience in the energy industry, including building a company into a top tier exploration and production company that was acquired by Exxon Mobil Corporation in a transaction that is expected to close mid-2024. From 2019 until December 31, 2023, he served as a director and Chief Executive Officer of Pioneer Natural Resources Company (“Pioneer”), a large domestic upstream oil and gas company. He retired on December 31, 2023 as CEO and remains as a director. Mr. Sheffield served as the founding Chief Executive Officer of Pioneer from August 1997 until his retirement in December 2016, and he also served as board chair from 1999 until 2019 when he returned as the CEO. Mr. Sheffield was the CEO of Parker and Parsley Petroleum Company, a predecessor company of Pioneer, from 1985 until it merged with MESA, Inc. to form Pioneer in 1997. Mr. Sheffield joined Parker and Parsley as a petroleum engineer in 1979, was promoted to Vice President of Engineering in 1981, was elected President and a director in 1985, and became board chair and Chief Executive Officer in 1989. Mr. Sheffield served as a director of Santos Limited, an Australian exploration and production company, from 2014 to 2017. He previously served as a director from 1996 to 2004 on the board of Evergreen Resources, Inc., an independent natural gas energy company.

 

COMMITTEES

 

•  Compensation & Management Development

•  Environmental, Health & Safety

 

CURRENT PUBLIC COMPANY DIRECTORSHIPS

 

Pioneer Natural Resources Company

 

PRIOR PUBLIC COMPANY DIRECTORSHIPS

 

(within the last 5 years)

None

       

 

SKILLS AND EXPERIENCE

 

    LOGO   LOGO
   

 

Corporate Governance & Public Company Board

 

 

Information
Technology

   

 

LOGO

 

 

LOGO

   

 

Energy

Industry

 

 

Marketplace

Knowledge

   

 

LOGO

 

 

LOGO

   

 

Energy

Transition

 

 

Mergers &
Acquisitions

   

 

LOGO

 

 

LOGO

   

 

Engineering &
Construction

 

 

Operations

   

 

LOGO

 

 

LOGO

   

 

Environmental

 

 

Securities &

Capital Markets

   

 

LOGO

 

 

LOGO

   

 

Executive
Leadership

 

 

Strategy
Development/
Risk Management

   

 

LOGO

 
   

 

Human Capital
Management

 
   

 

 

 

      20     Williams Companies | 2024 Proxy Statement          

 


Table of Contents

Election of Directors

 

 

LOGO

                    

Murray D. Smith

 

President, Murray D. Smith and Associates and

Former Minister of Energy for Alberta, Canada

 


INDEPENDENT

 

AGE: 74

 

DIRECTOR SINCE: 2012

 

MANDATORY RETIREMENT YEAR: 2025

 

    

EDUCATION:

•  BA, Economics & Political Science, University of Calgary Notre Dame College, Saskatchewan

•  London Business School, Senior Executive Programme

 

QUALIFICATIONS

 

Mr. Smith brings international energy and public affairs experience to our Board. He is currently President of Murray D. Smith and Associates, an energy consulting firm. Previously, he held various positions in the Canadian government. As an elected member of the Legislative Assembly of Alberta, Canada, Mr. Smith served in four different cabinet portfolios between 1993 and 2004. As Minister of Energy of Alberta from 2001 to 2004, Mr. Smith oversaw the transformation of the electricity sector into a competitive wholesale generation market and initiated the largest industrial tax reduction in the province’s history. Mr. Smith served as Representative of the Province of Alberta to the United States of America in Washington, D.C., from 2005 to 2007. Prior to becoming an elected official, Mr. Smith was an independent businessman, owning a number of Alberta-based energy services companies.

 

He also brings perspective from service on the board of Surge Energy, Inc., a publicly traded Canadian exploration and production company and service on the board of Cold Bore Technology, Inc., a private oilfield technology company.

 

COMMITTEES

 

•  Compensation & Management Development

•  Environmental, Health & Safety

 

CURRENT PUBLIC COMPANY DIRECTORSHIPS

 

Surge Energy Inc.

•  Compensation, Nominating & Corporate Governance (Chair)

•  Environment, Health and Safety

 

PRIOR PUBLIC COMPANY DIRECTORSHIPS

 

(within the past 5 years)

None

       

SKILLS AND EXPERIENCE

 

    LOGO   LOGO
   

 

Corporate Governance & Public Company Board

 

 

Marketplace Knowledge

   

 

LOGO

 

 

LOGO

   

 

Energy

Industry

 

 

Public Policy & Government

   

 

LOGO

 
   

 

Energy

Transition

 
     
     
     
     
     
     
       
       
     

 

 

 

          Williams Companies | 2024 Proxy Statement     21      

 


Table of Contents

Election of Directors

 

 

LOGO

                    

William H. Spence

 

Retired Board Chair, President, and Chief Executive Officer,

PPL Corporation

 

 


INDEPENDENT

 

AGE: 67

 

DIRECTOR SINCE: 2016

 

MANDATORY RETIREMENT YEAR: 2032

 

 

    

 

EDUCATION:

•  MBA, Bentley College

•  BS, Petroleum & Natural Gas Engineering, Pennsylvania State University

•  Executive Development Program, University of Pennsylvania; Nuclear Technology Program, Massachusetts Institute of Technology

 

 

QUALIFICATIONS

 

Mr. Spence brings to our Board experience with electric utilities and natural gas as well as alternative energy sources, including nuclear energy. He is the retired chair of the board of PPL Corporation. At the time of his retirement, the PPL family of companies held assets of more than $40 billion, delivering electricity and natural gas to about 10 million customers in the United States and the United Kingdom. Mr. Spence was named PPL President and Chief Executive Officer in 2011 and elected Chair in 2012. Previously, he had 19 years of service with Pepco Holdings, Inc., where he held a number of senior management positions. He currently serves on the board of Pinnacle West Capital Corporation, who provides solar power and battery storage. Additionally, Mr. Spence has served on various industry boards, including the Edison Electric Institute, which is the association representing all United States investor-owned electric companies, and the Electric Power Research Institute, which is an independent research organization related to emerging technologies. As part of his service on industry boards, he has participated in, and lead initiatives, related to cyber and physical security, the environment, and electric reliability.

 

COMMITTEES

 

•  Compensation & Management Development (Chair)

•  Governance & Sustainability

 

CURRENT PUBLIC COMPANY DIRECTORSHIPS

 

Pinnacle West Capital Corporation

•  Finance

•  Corporate Governance and Public Responsibility

•  Nuclear and Operating (Chair)

 

PRIOR PUBLIC COMPANY DIRECTORSHIPS

 

(within the last 5 years)

PPL Corporation

       

SKILLS AND EXPERIENCE

 

    LOGO   LOGO
   

 

Corporate

Governance & Public Company

Board

 

 

Human Capital Management

   

 

LOGO

 

 

LOGO

   

 

Energy

Industry

 

 

Information

Technology

   

 

LOGO

 

 

 

LOGO

   

 

Energy

Transition

 

 

Marketplace

Knowledge

   

 

LOGO

 

 

 

LOGO

   

 

Engineering &

Construction

 

 

Mergers &

Acquisitions

   

 

 

LOGO

 

 

LOGO

   

 

Environmental

 

 

Operations

   

 

 

LOGO

 

 

LOGO

   

 

Executive

Leadership

 

 

Strategy Development/
Risk Management

   

 

LOGO

 
   

 

Financial &

Accounting

 

 
   

 

 

 

      22     Williams Companies | 2024 Proxy Statement          

 


Table of Contents

Election of Directors

 

 

LOGO

                    

Jesse J. Tyson

 

Retired President and Chief Executive Officer,

ExxonMobil Inter-Americas

 


INDEPENDENT


AGE:
71

 

DIRECTOR SINCE: 2022

 

MANDATORY RETIREMENT YEAR: 2028

 

 

    

 

EDUCATION:

 

•  MBA, The Ohio State University

•  BA, Economics,
Lane College

 

 

QUALIFICATIONS

 

Mr. Tyson brings 36 years of experience in the energy industry from his longstanding career with ExxonMobil Corporation. Early/mid-career, he developed Exxon’s US affiliate’s annual financial plan. In addition, he provided oversight of their US fuel distribution operations. He served as Global Aviation Director from October 2008 to March 2011, President and Chief Executive Officer of Exxon Mobil Inter-Americas from October 2002 to October 2008, and Global Customer Service & Logistics Manager from January 2000 to October 2002. He led the global call center consolidation for ExxonMobil. Previously, he held numerous management positions with ExxonMobil. Upon retirement from ExxonMobil in 2011, he became President and Chief Executive Officer of the National Black MBA Association from January 2012 to June 2018. Currently, he owns the majority interest in T&S Food Services, II, LLC, which has a stake in various restaurants and hotels.

 

COMMITTEES

 

•  Audit

•  Governance & Sustainability

 

CURRENT PUBLIC COMPANY BOARDS

 

None

 

PRIOR PUBLIC COMPANY BOARDS

 

(within the past 5 years)

None

       

 

SKILLS AND EXPERIENCE

 

   

LOGO

 

LOGO

   

Energy

Industry

 

 

Marketplace

Knowledge

   

 

LOGO

 

 

LOGO

   

 

Energy

Transition

 

 

Mergers &

Acquisitions

   

 

LOGO

 

 

LOGO

   

 

Environmental

 

 

Operations

   

 

LOGO

 

 

LOGO

   

 

Executive

Leadership

 

 

Strategy

Development/

Risk Management

   

 

LOGO

 
   

 

Human Capital Management

 
       

 

 

          Williams Companies | 2024 Proxy Statement     23      

 


Table of Contents

Election of Directors

 

Director Independence

Our Corporate Governance Guidelines require that all members of the Board, except our CEO, be “independent” as defined by the NYSE Listed Company Manual, and that the Board assess director independence annually. The NYSE’s Listed Company Manual defines independence by providing that the Board affirmatively determine that a director has no material relationship with the Company, either directly or as a partner, shareholder, or officer of an organization that has a relationship with the Company. Material relationships can include commercial, industrial, banking, consulting, legal, accounting, charitable, and familial relationships. In evaluating independence, the NYSE Listed Company Manual provides that a board should broadly consider all relevant facts and circumstances and further provides that a director is not independent if he or she meets certain criteria, including specified dollar and percentage threshold amounts.

Our Governance and Sustainability Committee oversees our director nomination process and conducts a review of director independence to make recommendations to the Board. Our Board makes the final determination of independence. Based on the evaluations performed and recommendations made by the Governance and Sustainability Committee, in January 2024, the Board affirmatively determined that each of Mr. Bergstrom, Mr. Creel, Ms. Doré, Ms. Lockhart, Mr. Muncrief, Mr. Ragauss, Ms. Robeson, Mr. Sheffield, Mr. Smith, Mr. Spence, and Mr. Tyson are independent as defined by the NYSE’s Listed Company Manual. In January 2023, the Governance and Sustainability Committee and Board determined Nacy K. Buese was independent as defined by the NYSE’s Listed Company Manual prior to her resignation from the Board in February 2023. Mr. Armstrong is not independent because of his role as the Company’s CEO.

As part of the independence evaluation and determination, the Governance and Sustainability Committee considered the below matters. The Board determined the matters described below occurred in the ordinary course of business, and, where applicable, fell below the relevant thresholds for independence as set forth in the NYSE’s Listed Company Manual. Additionally, none of these matters qualified as related party transactions as defined in Item 404(a) of Regulation S-K under the Securities Act of 1933, as amended, (the “Securities Act”) and the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

 

DIRECTOR

   MATTERS CONSIDERED

Nancy K. Buese

   Ordinary course business transactions with Newmont Mining Corporation and Baker Hughes Company.

Stacey H. Doré

   Ordinary course business transactions with Vistra Corp.

Carri A. Lockhart

   Ordinary course business transactions with Ascent Resources LLC.

Richard E. Muncrief

   Ordinary course business transactions with Devon Energy Corporation; ongoing continuing indemnification obligations between Williams and Devon Energy Corporation arising from the Company’s spin off of WPX Energy, Inc.

Peter A. Ragauss

   Ordinary course business transactions with APA Corporation.

Rose M. Robeson

   Ordinary course business transactions with Newpark Resources, Inc. and SM Energy Company.

Scott D. Sheffield

   Ordinary course business transactions with Exxon Mobil Corporation and Pioneer Natural Resources Company.

In addition to the NYSE’s independence requirements, in January 2024, the Board determined that all the current members of our Audit Committee and our Compensation and Management Development Committee satisfy the heightened independence requirements imposed by the NYSE and the Securities Exchange Commission (“SEC”) applicable to members of such committees.

No related party transactions required review or approval by the Governance and Sustainability Committee, its Chair, or the Board in 2023. For a description of our process for the review of related party transactions, see the “Executing on Effective Corporate Governance” section.

 

 

      24     Williams Companies | 2024 Proxy Statement          

 


Table of Contents

Election of Directors

 

Director Compensation

All non-employee directors receive both an annual cash retainer and an annual grant of time-based RSUs for their service on the Board totaling $290,000. The below table sets forth the breakdown of payments to our non-employee directors as follows:

 

TYPE OF PAYMENT

 

AMOUNT
PAID

     TERMS OF PAYMENT

Annual Cash Retainer

  $ 115,000      Paid in quarterly installments.

Annual Equity Retainer (RSU)

  $ 175,000      Paid annually on the date of the annual meeting and deferred until the director’s retirement from the Board. Dividend equivalents on the RSUs are reinvested until distribution.

Directors who perform additional leadership roles receive the following compensation:

 

LEADERSHIP ROLE

 

TYPE OF PAYMENT

 

AMOUNT
PAID

   TERMS OF PAYMENT

Non-Executive Board Chair

  Annual Equity
Retainer (RSU)
  $200,000    Paid annually on the date of the annual meeting and deferred until the director’s retirement from the Board. Dividend equivalents on the RSUs are reinvested until distribution.

Audit Committee Chair

  Annual Cash
Retainer
  $30,000    Paid in quarterly installments.

Compensation & Management Development Committee Chair

  Annual Cash
Retainer
  $20,000    Paid in quarterly installments.

Environmental, Health & Safety Committee Chair

  Annual Cash
Retainer
  $20,000    Paid in quarterly installments.

Governance and Sustainability Committee Chair

  Annual Cash
Retainer
  $20,000    Paid in quarterly installments.

The annual retainer increased from $275,000 to $290,000 for the 2022-2023 fiscal year to align to the median of market. The annual cash retainer was increased from $110,000 to $115,000 and the annual equity retainer was increased from $165,000 to $175,000. Prior to this, the annual retainers for the non-employee director compensation program had not changed since 2017. It’s important to emphasize the annual equity retainer is deferred until the director’s retirement from the Board.

Non-employee directors generally receive their compensation for a fiscal year beginning on the date of the annual stockholders meeting. The following table shows how compensation is paid to individuals who become non-employee directors after the annual meeting. In this case, the equity retainer would be paid the first of the month following appointment and the cash retainers will be paid on the scheduled quarterly payment dates.

 

AN INDIVIDUAL WHO BECAME A
NON-EMPLOYEE DIRECTOR
  BUT BEFORE   WILL RECEIVE
after the annual meeting   August 1   full compensation
on or after August 1   the next annual meeting   pro-rated compensation

Non-employee directors are reimbursed for expenses (including costs of travel, food, and lodging) incurred in attending Board, committee, and stockholder meetings. Directors are also reimbursed for reasonable expenses associated with other business activities, including participation in director education programs. In addition, Williams pays premiums on directors’ and officers’ liability insurance policies.

Like all Williams employees, directors are eligible to participate in the Williams Matching Grant Program for eligible charitable organizations and the United Way Program. The maximum matching contribution in any calendar year is $10,000 for a participant in the Matching Grant Program and $25,000 for a participant in the United Way Program.

 

 

          Williams Companies | 2024 Proxy Statement     25      

 


Table of Contents

Election of Directors

 

Director Compensation for Fiscal Year 2023

The compensation earned by each director for 2023 service is outlined in the following table:

 

NAME

  FEES EARNED
OR PAID
IN CASH
 (1)
    FEES EARNED
OR PAID
IN STOCK
 (2)
    OPTION
AWARDS
    NON-EQUITY
INCENTIVE
PLAN
COMPENSATION
    CHANGE IN
PENSION VALUE AND
NONQUALIFIED
DEFERRED
COMPENSATION
EARNINGS
    ALL OTHER
COMPENSATION
(3)
    TOTAL  

Stephen W. Bergstrom

  $ 115,000     $ 374,993     $     $     $     $ 25,000     $ 514,993  

Nancy K. Buese (4)

    28,750                                     28,750  

Michael A. Creel

    130,000       175,001                         10,000       315,001  

Stacey H. Doré

    130,000       175,001                               305,001  

Carri A. Lockhart (5)

    115,000       218,743                               333,743  

Richard E. Muncrief

    115,000       175,001                         10,000       300,001  

Peter A. Ragauss

    122,500       175,001                               297,501  

Rose M. Robeson

    137,500       175,001                               312,501  

Scott D. Sheffield

    120,000       175,001                               295,001  

Murray D. Smith

    120,000       175,001                               295,001  

William H. Spence

    135,000       175,001                         35,000       345,001  

Jesse J. Tyson

    115,000       175,001                               290,001  

 

(1)

The fees paid in cash are itemized in the following chart:

 

NAME

  ANNUAL CASH
RETAINER INCLUDING
SERVICE ON
TWO COMMITTEES
    AUDIT COMMITTEE
CHAIR RETAINER
    COMPENSATION &
MANAGEMENT
DEVELOPMENT
COMMITTEE
CHAIR RETAINER
    GOVERNANCE &
SUSTAINABILITY
COMMITTEE
CHAIR RETAINER
    ENVIRONMENTAL,
HEALTH, & SAFETY
COMMITTEE
CHAIR RETAINER
    TOTAL  

Bergstrom

  $ 115,000     $     $     $     $     $ 115,000  

Buese (4)

    28,750                               28,750  

Creel

    115,000                         15,000       130,000  

Doré

    115,000                   15,000             130,000  

Lockhart

    115,000                               115,000  

Muncrief

    115,000                               115,000  

Ragauss

    115,000       7,500                         122,500  

Robeson

    115,000       22,500                         137,500  

Sheffield

    115,000             5,000                   120,000  

Smith

    115,000                         5,000       120,000  

Spence

    115,000             15,000       5,000             135,000  

Tyson

    115,000                               115,000  

 

(2)

Awards were granted under the terms of the 2007 Incentive Plan and represent time-based RSUs. Amounts shown are the grant date fair value of awards computed in accordance with FASB ASC Topic 718. The assumptions used to value the stock awards can be found in our Form 10-K for the year-ended December 31, 2023.

(3)

All other compensation includes matching contributions paid in 2023 made on behalf of the Board to charitable organizations through the Matching Grants Program or the United Way Program. It is possible for Directors to make charitable contributions at the end of the year that are not matched by the Company until the following year.

(4)

Ms. Buese retired from the Board in February 2023. The payment for her service in the fourth quarter of the 2022-2023 fiscal year was paid in early 2023.

(5)

Ms. Lockhart was appointed to the Board on February 10, 2023. She received a pro-rata stock award for her service in the fourth quarter of the 2022—2023 fiscal year that was awarded in early 2023.

 

 

      26     Williams Companies | 2024 Proxy Statement          

 


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Election of Directors

 

Outstanding Awards as of Fiscal Year End 2023

The aggregate number of stock options and stock awards held by directors outstanding as of December 31, 2023, is as follows:

 

NAME

  NUMBER OF SHARES
OR UNITS OF STOCK OUTSTANDING
  NUMBER OF SECURITIES
UNDERLYING UNEXERCISED OPTIONS
EXERCISABLE

Bergstrom

  129,959  

Buese (1)

   

Creel

  56,246  

Dore

  23,598  

Lockhart

  7,630  

Muncrief

  12,599  

Ragauss

  56,246  

Robeson

  24,639  

Sheffield

  56,246  

Smith

  82,119  

Spence

  62,595  

Tyson

  12,599  

 

(1)

Ms. Buese resigned from the Board effective February 10, 2023, and stock awards distributed upon her resignation.

 

 

LOGO

Williams’ success requires a high-performing workforce where all people feel welcome, valued and energized to achieve their full potential.

 

 

          Williams Companies | 2024 Proxy Statement     27      

 


Table of Contents

Corporate Governance

 

Corporate Governance

Overview

Our Board believes strong corporate governance is the key to maintaining the trust and confidence of investors, employees, customers, business partners, regulatory agencies, and other stakeholders. Our Board helps establish the foundation needed for running our business with integrity, honesty, and accountability, ensuring that the Company’s actions align with the long-term interests of our stockholders. Below is a roadmap for how our Board facilitates strong corporate governance at Williams.

 

1   

Building an

Effective Board

 

SEE PAGES 29-32

 

Strong corporate governance starts with building an effective Board by identifying and nominating director candidates that are a good fit for the Company’s evolving needs and strategy. This section details the process, which begins with an annual evaluation of Board performance and needs and ends with the annual election of our directors by majority stockholder vote. Our director retirement policy and our consideration of director candidates with a diversity of race, ethnicity, and gender help us maintain an effective mix of institutional knowledge and fresh perspectives and a well-rounded pool of skills, qualifications, experience, and diversity.

 

2   

Creating an

Effective Board

Structure

 

SEE PAGES 33-35

 

Our Board leadership and organizational design, including the delegation of tasks to Board committees, ensures the Board exercises strategic oversight over the Company’s organizational planning, strategy, and risk management, focusing on the major risks inherent in our business. This section explains the Board’s structure and why the Board believes this structure is effective for corporate governance at Williams, including the importance of having only independent directors serve on each Board committee and separating the roles of CEO and Board chair. Additionally, the details on our Board evaluation process demonstrate our work to ensure the Board structure remains effective.

 

3   

Executing on

Effective Corporate Governance

 

SEE PAGES 36-49

  The execution of effective corporate governance at Williams includes written policies that are annually reviewed to maintain best practices, regularly scheduled meetings of directors with and without management, work performed by the Board committees to oversee specific subject matters, and the solicitation and integration of feedback from stockholders. Specific details regarding the Board’s oversight of CEO succession planning, Company strategy, cybersecurity, political engagement, and ESG are in this section, as well as a discussion of stockholder engagement.

 

 

 

      28     Williams Companies | 2024 Proxy Statement          

 


Table of Contents

Corporate Governance

 

Building an Effective Board

Identifying and Evaluating Director Candidates

 

 

LOGO

 

 

 

LOGO   EVALUATE BOARD PERFORMANCE AND CONSIDER DIRECTOR SKILLS, EXPERIENCE, AND ATTRIBUTES

Annually, the Board and each Board committee evaluates its performance. In addition, the Governance and Sustainability Committee routinely evaluates the size, structure, composition, and function of the Board and its committees. The Governance and Sustainability Committee further assesses the skills, experience, and attributes that are currently represented on the Board by each individual director, as well as the skills, experience, and attributes that the Board will find valuable in the future, given the Company’s current situation and strategic plans. This assessment enables the Board to update as necessary the skills, experience, and attributes it seeks in the Board as a whole and in individual directors.

Our Board seeks directors with a variety of occupational and personal backgrounds to obtain a range of viewpoints and perspectives. The Board believes that this diversity of experience, geography, race or ethnicity, gender, and age enhances the Board’s effectiveness by leading to varying perspectives and broader discussions. See below and the “Director Skills, Experience, and Attributes” section for a list of the skills, experience, and attributes the Board has determined are important for oversight of the Company.

The Board and each of its standing committees conduct annual evaluations and self-assessments as follows:

 

 

LOGO

For more information on this process, see the “Creating an Effective Board Structure” section.

 

 

 

LOGO   RECRUIT DIRECTORS WITH APPLICABLE SKILLS, EXPERIENCE, AND ATTRIBUTES

The Governance and Sustainability Committee and the Board recruit directors and receive recommendations for director candidates from a variety of different sources, including referrals from management or existing members of the Board, and the following:

Rooney Rule. In 2021, our Board added the Rooney Rule to our Corporate Governance Guidelines requiring consideration of candidates with a diversity of race, ethnicity, and gender each time the Governance and Sustainability Committee evaluates filling a vacancy or new position on the Board. The Board believes this will result in recruiting candidates from historically underrepresented groups.

 

 

          Williams Companies | 2024 Proxy Statement     29      

 


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Corporate Governance

 

Search Firms. The Governance and Sustainability Committee may source candidates through outside search firms, and, in such case, the Rooney Rule still applies to the candidate pool provided.

Stockholder Recommendations. Stockholders may recommend a candidate to the Governance and Sustainability Committee by sending the candidate’s name and a detailed description of the candidate’s qualifications, a document indicating the candidate’s willingness to serve, and evidence of the stockholders’ stock ownership to: The Williams Companies, Inc., One Williams Center, MD 47, Tulsa, Oklahoma 74172, Attn: Corporate Secretary.

Stockholder Nominations. Our By-laws also provide that a stockholder may nominate director candidates for election if the stockholder is a stockholder of record (1) when making a nomination, and (2) on the record date for the determination of the stockholders entitled to vote at such annual meeting of stockholders. The stockholder must also satisfy the procedures provided in the By-laws of The Williams Companies, Inc. (the “By-laws”), including providing notice of a nomination in proper written form. Our corporate secretary must receive the notice at our principal executive offices not later than the close of business on the 90th calendar day, nor earlier than the close of business on the 120th calendar day, prior to the anniversary of the date of the immediately preceding annual meeting of stockholders. To be timely for our 2025 annual meeting of stockholders, our corporate secretary must receive notices not earlier than December 31, 2024, and not later than January 30, 2025.

Proxy Access. Our By-laws contain a “proxy access” provision allowing stockholders to include in our proxy materials information regarding director candidates nominated by stockholders in certain circumstances.

 

 

LOGO

For the proxy access option, our corporate secretary must receive the notice at our principal executive offices not later than the close of business on the 120th calendar day, nor earlier than the close of business on the 150th calendar day, prior to the anniversary of the date (as stated in our proxy materials) the definitive proxy statement was first released to stockholders in connection with the preceding year’s annual meeting of stockholders. For our 2025 annual meeting of stockholders, our corporate secretary must receive such notice not earlier than October 21, 2024, and not later than November 20, 2024.

The above-described notice and procedures are summaries and are not complete. For further information, please refer to our By-laws, which are included as an exhibit to our annual report on Form 10-K filed with the SEC and available on our website at www.williams.com.

Universal Proxy Cards. In addition to satisfying the deadlines in the advance notice provisions of our By-laws for stockholder nominations, a stockholder who intends to solicit proxies in support of nominees submitted under these advance notice provisions must provide the other notices required under Rule 14a-19 of the Exchange Act to our corporate secretary no later than 60 days prior to the one-year anniversary of the previous annual meeting of stockholders. To be timely for our 2025 annual meeting of stockholders, our corporate secretary must receive such notice no later than March 3, 2025.

For information concerning submitting a proposal regarding matters other than the election of directors, please see the “Questions and Answers about the Annual Meeting and Voting” section.

 

 

 

 

      30     Williams Companies | 2024 Proxy Statement          

 


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Corporate Governance

 

LOGO   ASSESS DIRECTOR CANDIDATES AND MAKE RECOMMENDATIONS

The Governance and Sustainability Committee is responsible for developing and recommending to the Board qualifications and criteria for identifying and assessing director candidates. The Governance and Sustainability Committee conducts a preliminary assessment of each candidate’s resume, other biographical and background information, and willingness to serve. In evaluating a director nominee and in reviewing the skills, experience, and attributes of the other Board directors or nominees, the Governance and Sustainability Committee considers a variety of factors, including each nominee’s independence, financial literacy, personal and professional accomplishments, and experience in light of the Company’s needs and priorities. For incumbent directors, the Governance and Sustainability Committee also considers past performance.

The minimum qualifications the Governance and Sustainability Committee believes a director nominee must possess include:

 

  an understanding of business and financial affairs and the complexities of a business organization;

 

  a genuine interest in Williams and in representing all our stockholders;

 

  a willingness and ability to spend the time required to function effectively as a director;

 

  an open-minded approach and the resolve to make independent decisions on matters presented for consideration;
  a reputation for honesty and integrity beyond question;

 

  independence as defined by the NYSE Listed Company Manual and qualifications otherwise required in accordance with applicable law or regulation;

 

  strong intellectual capital, performance enhancing ideas, and strong networks that contribute to stockholder value;
  ability to enhance the decision-making process by bringing relevant knowledge, rigorous analysis, and a desire for constructive engagement; and

 

  demonstrated, seasoned judgment for decisions involving broad and multi-faceted issues.

 

 

 

The Board Chair and the Governance and Sustainability Committee Chair then interview qualified candidates. Candidates also may meet with other directors and senior management. At the conclusion of this process, the Governance and Sustainability Committee makes a recommendation to the Board whether to appoint the candidate to the Board or recommend that our stockholders elect such person as a director at the next annual meeting. The Governance and Sustainability Committee uses the same process to evaluate all candidates regardless of the source of the nomination.

 

 

 

LOGO   SELECT DIRECTORS FOR NEW POSITIONS OR VACANCIES AND RECOMMEND DIRECTORS FOR ELECTION

The Board may elect, by a majority vote, a director candidate recommended by the Governance and Sustainability Committee to fill a new opening or a vacancy on the Board. Additionally, the Board, upon the recommendation of the Governance and Sustainability Committee, nominates director candidates for election at the annual meeting of stockholders. Stockholders also have certain rights to nominate director candidates for election as described on the preceding page.

 

 

 

LOGO   ELECT DIRECTORS ANNUALLY BY MAJORITY STOCKHOLDER VOTE

Stockholders annually elect the directors who will serve on our Board at the annual meeting of stockholders by a majority voting standard in uncontested elections and a plurality voting standard for contested elections as described in further detail in the “Proposal 1: Elect 12 Director Nominees for a One-year Term” section.

 

 

 

 

          Williams Companies | 2024 Proxy Statement     31      

 


Table of Contents

Corporate Governance

 

Director Orientation and Onboarding

For any new directors, we conduct an orientation at our headquarters in Tulsa prior to the new director attending his or her first Board meeting. The orientation kicks off with a general overview of the company from our President and CEO, which includes Williams’ Vision, Mission, and Core Values, our strategy, plan and goal setting process, and an introduction to our executive leadership team. Throughout the orientation, the new director spends time with each member of our executive management team. Other members of management may participate in presentations as well. Topics covered include the following:

 

 

an overview of our assets and operations, the drivers of profitability, and key risks and control systems, which includes a discussion of our cybersecurity program;

 

 

an overview of financials, including historical performance/forecasts, key financial metrics, investor relations, and the company’s annual financial planning process;

 

 

an overview of legal, government affairs and compliance, including a report on current significant litigation matters and FERC training;

 

 

an overview of audit functions;

 

 

an overview of environmental, safety and health initiatives and emission reporting and reduction opportunities;

 

 

an overview of our Company organizational structure and human resources focusing on leadership development, succession planning, and diversity and inclusion; and

 

 

an overview of the duties and responsibilities of each Board standing committee.

 

 

LOGO

Williams is focused on the safe, reliable, and efficient delivery of clean energy to consumers across the United States.

 

 

      32     Williams Companies | 2024 Proxy Statement          

 


Table of Contents

Corporate Governance

 

Creating an Effective Board Structure

While the Board is ultimately responsible for oversight, the Board delegates some of this responsibility to one of four standing Board committees. Management also plays an important role in implementing the processes and procedures designed to mitigate risk and assist the Board in the exercise of its oversight function.

Board Structure and Oversight

 

   

 

Board of Directors

 

           
 

 

•  Oversees risk management, including the process for identifying, assessing, and managing risks.

 

•  Oversees the Company’s corporate governance and the conduct of the Company’s business in accordance with the highest ethical standards and in compliance with laws, regulations, and other standards.

  

 

•  Oversees the CEO by collaboratively setting performance goals and independently assessing performance.

 

•  Oversees the Company’s strategic and financial plans and monitors implementation of those plans.

 

•  Oversees succession planning for the CEO, the Board, and Board committees.

 
              

LOGO

 

   

 

Standing Board Committees*

 

 

*As of March 20, 2024

 

      
 

 

Each standing Board committee has a charter adopted by the Board outlining the committee’s duties and responsibilities. The Board appoints each committee’s members and chair. At each regular Board meeting, the Board receives reports on significant committee activities. The Board may additionally form ad hoc committees related to certain matters. The Board currently has one ad hoc advisory committee related to our share repurchase program.

 

   

AUDIT COMMITTEE

 

Oversees the engagement of our independent registered public accounting firm, our financial reporting and related internal controls, our internal audit department, the effectiveness of cybersecurity risk management protocols and other risk protocols related to financial matters, and compliance matters related to finance and accounting.

 

COMPENSATION AND MANAGEMENT

DEVELOPMENT COMMITTEE

 

Oversees executive and equity-based compensation programs, management development and retention, independent director compensation, stock ownership requirements for directors and management, and elements of human capital management, including diversity and inclusion initiatives and progress.

 

 
   

 

ENVIRONMENTAL, HEALTH AND SAFETY

COMMITTEE

 

Oversees risk management relating to environmental, health, and safety matters, including oversight of management’s safety-related policies and procedures.

 

 

GOVERNANCE AND SUSTAINABILITY

COMMITTEE

 

Oversees Board and Board committee membership, governing policies, officer appointments, ESG strategy and policies (including as related to climate change), and our Ethics and Compliance Program.

   
             

LOGO

 

   

 

Management

 

           
 

 

•  Identifies material risks.

 

•  Creates processes and procedures to mitigate against those risks.

 

•  Regularly evaluates the adequacy and implementation of risk mitigation processes and procedures.

  

 

•  Integrates risk management into our corporate strategy.

 

•  Regularly reports to the Board or Board committees, as applicable, regarding risk management.

 

•  Regularly communicates with the Board regarding the Company’s strategic and financial plans and execution of those plans.

 
              

 

 

          Williams Companies | 2024 Proxy Statement     33      

 


Table of Contents

Corporate Governance

 

Board Leadership

Alan S. Armstrong serves as our President and CEO, and Stephen W. Bergstrom serves as our Board Chair. Pursuant to our By-laws and our Corporate Governance Guidelines, the same or different persons may hold the positions of Board Chair and CEO. At this time, the Board believes that having an independent Board Chair is the most appropriate Board leadership structure. The Board believes that having an independent Chair aids the Board’s oversight of management and promotes communications among the Board, the CEO, and other members of senior management. In addition, having a separate Board Chair and CEO allows Mr. Armstrong to focus on his responsibilities in managing the Company. The Board retains the flexibility to revise this structure based upon its periodic assessment and review of the Company’s needs and leadership.

RESPONSIBILITIES OF THE BOARD CHAIR INCLUDE

 

 

•  Presiding over Board meetings and executive sessions of the independent directors.

•  Overseeing the planning of the annual Board calendar, and, in consultation with the CEO, scheduling and setting the agendas for the Board meetings.

•  Overseeing the appropriate flow of information to the Board.

•  Acting as liaison between the independent directors and management.

 

•  Assisting the chairs of the various Board committees in preparing agendas for committee meetings.

•  Chairing the Company’s annual meeting of stockholders.

•  Performing other functions and responsibilities referred to in the Corporate Governance Guidelines or requested by the Board from time to time.

 

LOGO

Front row: Robeson, Spence, Smith, Doré, Ragauss, Sheffield, Muncrief

Back row: Creel, Tyson, Bergstrom, Armstrong, Lockhart

 

 

      34     Williams Companies | 2024 Proxy Statement          

 


Table of Contents

Corporate Governance

 

Board Evaluation Process

The Board and each of its standing committees conduct annual evaluations and self-assessments as follows:

 

 

LOGO

The Governance and Sustainability Committee oversees the evaluation process, including reviewing the evaluation process effectiveness. In addition, the Governance and Sustainability Committee annually evaluates the following:

 

LOGO

 

   The size, structure, and composition of the Board and each Board committee.

LOGO

 

   The skills, experience, and attributes currently represented on the Board.

LOGO

 

  

The skills, experience, and attributes that the Board will find valuable in the future based on the Company’s strategic plans.

 

This assessment helps the Governance and Sustainability Committee determine which director candidates to nominate to fill a Board vacancy or elect at the annual meeting of stockholders and which directors should serve on the Board’s committees. See also the “Building an Effective Board” section. The Governance and Sustainability Committee may also evaluate each director’s individual performance on an as needed basis.

Each Board committee also annually reviews its own charter, and the Governance and Sustainability Committee annually reviews our Corporate Governance Guidelines to ensure we maintain best practices.

 

 

          Williams Companies | 2024 Proxy Statement     35      

 


Table of Contents

Corporate Governance

 

Executing on Effective Corporate Governance

The Board exercises its oversight through the creation and approval of governance policies and best practices, meeting regularly with and without management, and incorporating feedback received from stockholders.

Corporate Governance Policies and Best Practices

Our Board has developed corporate governance policies and adopted best practices to guide our risk management and ensure that our core values (authentic, reliable performers, safety driven, responsible stewards) are engrained in how we do our work every day on behalf of our stakeholders. Our governing documents are available through the Investors page of our website at www.williams.com. If you prefer to receive printed copies of these documents, please send a written request to our Corporate Secretary at The Williams Companies, Inc., One Williams Center, MD 47, Tulsa, Oklahoma 74172. The information on our website is not incorporated by reference or otherwise made a part of this proxy statement.

GOVERNING DOCUMENTS AND POLICIES

 

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE WILLIAMS COMPANIES, INC. (“CHARTER”) & BY-LAWS

 

LOGO   

Establishes our foundational corporate governance requirements and certain stockholder rights, including the following:

 

•  Establishing our Board with no less than 5 and up to 17 directors annually elected by a majority voting standard for uncontested elections.

 

•  Providing the process, procedures, and requirements for Board meetings.

 

•  Allowing the removal of directors by stockholders with or without cause, upon a majority vote.

 

•  Giving stockholders certain rights to nominate directors and include them in any proxy materials (as described in more detail in the “Building an Effective Board” section).

 

 

COMMITTEE CHARTERS

 

LOGO    Each standing Board committee has its own charter establishing the committee’s responsibilities, the process for self-evaluation and reporting to the full Board, and requiring committee members be independent as defined by the NYSE Listed Company Manual. For information on each committee’s duties, see the committee descriptions later in this section.

 

 

CORPORATE GOVERNANCE GUIDELINES

 

LOGO   

Provides a framework for our corporate governance and addresses the operation, structure, and practice of the Board and its committees, including the following:

 

•  Establishing the Board’s responsibility for the evaluation and compensation of the CEO, management succession, and annual or more frequent review of the Company’s long-term strategic plan.

 

•  Requiring all directors except the CEO to be independent as defined by the NYSE Listed Company Manual, and requiring the independent directors to meet without management at each regularly scheduled meeting.

 

•  Allowing for separation of the CEO and Board chair.

 

•  Outlining the criteria important for director candidates, including requiring consideration of candidates with a diversity of race, ethnicity, and gender.

 

•  Requiring stock ownership guidelines for directors and senior officers.

 

•  Limiting the service of our directors on publicly held company boards and investment company boards to no more than four (including our Board) and providing a retirement age for directors.

 

The Governance and Sustainability Committee reviews these guidelines at least annually and recommends changes to the Board, as necessary.

 

 

      36     Williams Companies | 2024 Proxy Statement          

 


Table of Contents

Corporate Governance

 

CODE OF BUSINESS CONDUCT

 

LOGO

  

Addresses, among other things, the Company’s Ethics and Compliance Program, the protection of Company assets, compliance with all laws and regulations, and anti-harassment and other policies related to establishing our work environment. Specific policies addressed in the Code of Business Conduct include:

 

  

•  Equal Employment Opportunities

 

•  Political Contributions & Conduct & Government Affairs

 

•  Gifts & Entertainment

 

•  Internal Reporting & Non-Retaliation Commitment

 

•  FERC Rules & Regulations

 

•  Drug & Alcohol

 

•  Privacy with Respect to Company & Personal Property & Equipment

 

•  Acceptable Use

  

•  Prohibitions on Discrimination & Harassment

 

•  Gifts to Government & Regulatory Officials & Employees

 

•  Anti-Corruption

 

•  Antitrust

 

•  Workplace Violence Risk Reduction & Response

 

•  Environmental, Health & Safety

 

•  Personal Information Privacy

 

•  External Communication & Disclosure of Information

 

•  Cybersecurity

 

   The Code of Business Conduct is applicable to every Williams employee, officer, including our CEO, Chief Financial Officer, and Chief Accounting Officer, and the Board. The Board reviews the Code of Business Conduct annually and approves any changes. Additionally, all employees complete annual Code of Business Conduct training, and all leaders annually acknowledge and certify to their understanding and compliance with the Code of Business Conduct.

 

 

POLICIES & STANDARDS

 

LOGO   

Our Board and management have developed several other policies to help ensure the Company complies with all laws and regulations and operates with the highest ethical standards. Those policies include the following:

 

•  Policy on Securities Trading. Prohibits employees, including officers and directors, from engaging in short sales, hedging transactions, speculative transactions, pledging, or any transactions designed to hedge or offset any decrease in the market value of Company securities, including common stock, debt, stock options, and other derivative or non-derivative securities related to Company stock.

 

•  Policy and Procedures with Respect to Related Person Transactions. Establishes the process and procedures governing transactions with related parties. Our written Policy and Procedures with Respect to Related Person Transactions covers any transaction or proposed transaction involving our Company and a related party that exceeds $120,000, and in which the related party had or will have a direct or indirect material interest in the transaction. Related parties include directors and director nominees, executive officers, shareholders beneficially owning more than 5% of the Company’s voting securities, and the immediate family members of directors, executive officers and beneficial shareholders owning more than 5% of the Company’s voting securities. The Board, excluding the director involved directly or indirectly in the transaction, must review and approve any proposed related person transaction involving a director or the chief executive officer. The Governance and Sustainability Committee reviews proposed transactions with any other related persons that would otherwise require disclosure in our SEC filings. If convening a meeting before a related party transaction occurs is impractical, the Governance and Sustainability Committee Chair may review the transaction alone. The Governance and Sustainability Committee, its Chair, or the Board, as applicable, may approve, in good faith, only those related person transactions that are in, or not inconsistent with, the Company’s best interests and the best interests of our stockholders. For this review, considerations include the benefits of the transaction to the Company, the impact on a director’s independence where applicable, the availability of comparable products or services, the transaction terms, the terms available to unrelated third parties and employees generally, and the nature of the relationship between the Company and the related party. No related party transactions required review or approval by the Governance and Sustainability Committee, its Chair, or the Board in 2023.

 

•  Human Rights Policy and Statement. Commits us to principles aimed at promoting, protecting, and supporting all internationally recognized human rights and to avoid complicity in human rights abuses.

 

•  Code of Conduct for Suppliers and Contractors. Sets the expectations for those with whom we work regarding our core values, human rights, ethics and legal compliance, asset and information protection, and environmental, health, and safety matters. Additionally, the policy provides information regarding how to report any concerns or misconduct.

 

 

          Williams Companies | 2024 Proxy Statement     37      

 


Table of Contents

Corporate Governance

 

Board and Board Committee Meetings

 

Our Corporate Governance Guidelines require that the Board hold at least four regularly scheduled meetings each year, and that our independent directors meet in executive session, without the CEO present, at each regularly scheduled meeting. Our Board met 8 times in 2023, and our independent directors met in executive session at each of the four regularly scheduled meetings. Each director attended at least 75% of the aggregate total number of Board and applicable Board committee meetings during their time of Board service in 2023. All of our 2023 directors attended the 2023 annual meeting of stockholders in accordance with our Corporate Governance Guidelines.                

 

 

8

BOARD MEETINGS

for a total of 30 Board and standing Board committee meetings held in 2023

         

 

       

COMMITTEES*

 

 

DIRECTOR

  AUDIT  

COMPENSATION &

MANAGEMENT

DEVELOPMENT

 

GOVERNANCE &

SUSTAINABILITY

 

ENVIRONMENTAL,

HEALTH & SAFETY

 

LOGO

 

Alan S. Armstrong

CEO

               

 

LOGO

 

Stephen W. Bergstrom

Board Chair

      LOGO   LOGO    

 

LOGO

 

Michael A. Creel

  LOGO           Chair

 

LOGO

 

Stacey H. Doré

  LOGO       Chair    

 

LOGO

 

Carri A. Lockhart

      LOGO       LOGO

 

LOGO

 

Richard E. Muncrief

      LOGO       LOGO

 

LOGO

 

Peter A. Ragauss

  LOGO       LOGO    

 

LOGO

 

Rose M. Robeson

  Chair           LOGO

 

LOGO

 

Scott D. Sheffield

      LOGO       LOGO

 

LOGO

 

Murray D. Smith

      LOGO       LOGO

 

LOGO

 

William H. Spence

      Chair   LOGO    

 

LOGO

 

Jesse J. Tyson

  LOGO     LOGO  

 

     
Chair    Committee Chair      *The Board appointed Ms. Lockhart effective February 10, 2023. Ms. Lockhart joined the Compensation and Management Development and Environmental, Health and Safety Committees. Effective February 1, 2023, the Board appointed new committee chairs.
  
LOGO    Committee Member
  
  

 

 

      38     Williams Companies | 2024 Proxy Statement          

 


Table of Contents

Corporate Governance

 

AUDIT COMMITTEE*

 

 

LOGO                          

Key Responsibilities

 

Standing Audit Committee. Established in accordance with Exchange Act § 3(a)(58)(A).

 

Oversight of the Independent Auditor. Appoints (taking into account the stockholder vote on ratification), retains, and oversees the independent auditor, including review of independence, qualifications, and performance and approval of all fees paid and audit/non-audit services performed.

 

Oversight of Financial Reporting. Oversees the Company’s financial reporting processes, including financial statement integrity, earnings releases, and compliance with legal and regulatory requirements.

 

Oversight of Risk Assessment and Management. Discusses with management policies related to risk assessment and risk management and steps taken to monitor and control exposures.

 

Oversight of Internal Audit. Reviews the performance of our internal audit function.

 

Oversight of Compliance Related to Financial Matters. Reviews Code of Business Conduct complaints or other investigations related to financial and accounting matters and shares oversight with the Governance and Sustainability Committee for government relations and ESG focusing on matters related to numerical integrity, including SEC disclosures.

 

Oversight of Cybersecurity. Oversees the implementation and effectiveness of risk management protocols for information technology and cybersecurity and reviews material breaches and attacks. The full Board retains oversight of cybersecurity policy and strategy.

 

    

2023 Highlights

 

•  Refreshed the Chair position.

 

•  Reviewed proposed SEC rules regarding clawbacks of erroneously awarded compensation and discussed potential changes to our periodic and annual SEC filings.

 

•  Reviewed cybersecurity controls and compliance with Transportation Security Administration mandates and new SEC cybersecurity disclosure rules.

 

•  Reviewed assurance of the annual sustainability report and preparations for the SEC’s proposed climate disclosures.

 

•  Reviewed the Commodity Risk Management policy and commodity risk management committee materials.

 

•  Reviewed accounting matters related to recent acquisitions.

 

•  Discussed implications of generative artificial intelligence in regard to cybersecurity and overall risk.

 

•  Reviewed an external assessment of the Compliance and Ethics Program.

 

•  Obtained an external assessment of Williams’ Internal Audit function to evaluate adherence to professional standards.

 

  

Evaluation and Transparency

 

•  Reviews the charter annually and recommends any changes.

 

•  Evaluates performance annually and reports the results to the Board.

 

•  Reports activities to the Board at every regularly scheduled Board meeting.

 

•  Approves the Audit Committee Report included in the proxy statement.

 

Independent Directors

 

100%

 

Charter:

https://www.williams.com/wp-content/uploads/sites/8/2022/11/2022.10.24-Audit-Committee-Charter-Current.pdf

 

* Ms. Robeson became the Audit Committee Chair effective February 1, 2023, replacing Mr. Ragauss.

 

 

          Williams Companies | 2024 Proxy Statement     39      

 


Table of Contents

Corporate Governance

 

INDEPENDENCE REQUIREMENTS

The Board determined that all current members of the Audit Committee meet the heightened independence requirements in the NYSE’s Listed Company Manual and SEC regulations applicable to audit committee members.

FINANCIAL LITERACY, AUDIT COMMITTEE FINANCIAL EXPERTS

The Board determined that:

 

  All the members of the Audit Committee serving during 2023 and all current members of the Audit Committee are “financially literate” as defined by the NYSE Listed Company Manual and Company policy.
  The Audit Committee currently has 4 members, including the Chair, that qualify as audit committee financial experts as defined by the SEC: Michael A. Creel, Peter A. Ragauss, Rose M. Robeson, and Jesse J. Tyson.
 

 

Our Corporate Governance Guidelines provide that no member of the Audit Committee may serve on more than three public company audit committees, including the Company’s Audit Committee, unless approved by the Board. As of the date of this proxy statement, no member of the Audit Committee is serving on more than three public company audit committees.

 

 

 

LOGO

Williams moved record volumes of natural gas in 2023 and expanded its footprint with new projects and strategic acquisitions.

 

 

      40     Williams Companies | 2024 Proxy Statement          

 


Table of Contents

Corporate Governance

 

COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE*

 

 

LOGO          

Key Responsibilities

 

Oversight of Executive & Equity-Based Compensation. Oversees and approves the executive compensation philosophy, policies, and programs that align the interest of our executives with our stockholders, including setting corporate goals for compensation, evaluating the performance of executives in light of those goals, and approving executive compensation. Oversees equity-based compensation plans and benefit plans that do not require stockholder approval. Oversees material risks associated with our compensation programs. Engages and oversees any independent compensation consultant.

 

Oversight of Talent Development and Human Capital Management. Reviews succession plans for executive officer positions and assists the Board with succession planning for the CEO as requested. Advises on elements of human capital management, including annual reviews of diversity and inclusion initiatives and progress and management’s efforts to increase diverse representation across recruiting, retention, and career development.

 

Oversight of Director Compensation and Director a