Our Purpose
We're solving one of the greatest challenges of our generation: meeting the world's need for clean,
affordable and reliable energy.
Our Values
COL A EWe unlock our full potential when we work together - across boundaries, creating connections and leveraging our strengths.
COURAGEOUSWe are clear in our convictions and empower every employee to prioritize safety, do what is right and champion transformation.
COMPETITIVEWe win as one team - dedicated to creating value, growing our business and being the best in the energy marketplace.
CREATIVEWe challenge assumptions, engage in fresh thinking and act on new ideas.
FELLOW STOCKHOLDERS,
In 2025, Williams delivered another year of strong performance. Our teams executed major projects across our system, advanced our long-term strategy, and positioned the company to meet the next generation of energy demand. None of this would be possible without the dedicated men and women who operate our assets every day - often across vast geographies and extreme conditions - to ensure the energy Americans rely on remains abundant, affordable, and reliable. Their commitment is the foundation of our success.Alongside this performance, we completed a thoughtfully planned, multi-year transition in executive leadership, reinforcing continuity and stability as the nation's leading natural gas infrastructure provider. Alan Armstrong was appointed executive Board Chair following a successful 14-year tenure as President and CEO. Chad Zamarin became President and CEO and joined the Board, while Stephen Bergstrom assumed the role of independent Lead Director. Together, these changes reflect our long-term approach to governance and our commitment to disciplined execution and value creation.
Financial Results Underscore Business Strength
In 2025, we delivered GAAP net income of $2.615 billion and record Adjusted EBITDA of $7.75 billion,* achieving the midpoint of guidance that we raised three times by a total of $350 million. This performance reflects disciplined execution and the enduring value of our irreplaceable natural gas infrastructure - some of the nation's most critical assets that are strategically located to serve growing domestic demand, expanding LNG exports, and a rapidly evolving power generation landscape.
Our strategy is grounded in a simple reality: the world needs more energy, and natural gas is one of the cleanest, most efficient solutions. Not only has U.S. natural gas demand increased by more than 73% since 2010, it is expected to grow by nearly 35% over the next decade, according to Wood Mackenzie. Natural gas remains the most reliable, dispatchable fuel supporting the grid and has driven more than 60% of
U.S. emissions reductions over the past 15 years by displacing coal.
*A reconciliation of all non-GAAP financial measures to their nearest GAAP comparable financial measures is included in Appendix A.
Alan S. Armstrong
Executive Board Chair
Chad J. Zamarin
President and Chief Executive Officer
A Legacy of Solving Big Energy Challenges
Natural gas demand is accelerating, yet infrastructure has not kept pace. Constraints in pipeline capacity have increased costs for consumers, as seen during winter storms in the Northeast, when prices spiked despite abundant supply and record storage levels. Those challenges are not supply-driven - they are infrastructure-driven. That is why we continue to advocate for meaningful permitting reform to
modernize regulatory processes and enable the timely development of critical energy infrastructure.
Williams' history has prepared us well for this moment. From building global pipeline networks in the mid-20th century to constructing the War Emergency Pipelines during World War II, our legacy is defined by innovation, scale, and problem-solving. That legacy continues today as we expand our strategic focus beyond traditional midstream.
Power Innovation: Serving Data Centers and Next-Gen Load
Through our power innovation platform, we are addressing unprecedented power demand driven by data centers, advanced computing, and AI development. Customers need reliable generation quickly, and Williams is uniquely positioned to deliver fully integrated, behind-the-meter natural gas generation by leveraging
At full run rate, these projects are expected to generate approximately $1.4 billion of annual EBITDA by 2029 under long-term, take-or-pay contracts.
Raising Our Long-term Growth Outlook
Looking ahead, we are raising our long-term growth outlook to 10%-plus Adjusted EBITDA CAGR through 2030, supported by contracted, high-return projects already underway across our pipeline, storage, gathering, and power innovation portfolios. We remain committed to maintaining our investment-grade balance sheet, sustaining our more than 50-year record of dividend payments, and delivering attractive, growing returns to stockholders.
Williams is built for resilience, positioned for growth, and guided by a commitment to doing what we say we will do. We believe natural gas and our infrastructure will continue to play a central role in delivering a cleaner, more affordable energy future for decades to come.
Thank you for your investment, trust, and continued support of Williams.
our pipeline footprint, turbine expertise, construction capabilities, and proven reliability.
Customers need reliable generation quickly, and Williams is uniquely positioned to deliver fully integrated, behind-the-meter natural gas generation by leveraging our pipeline footprint, turbine expertise, construction capabilities, and proven reliability.
In just one year, we have commercialized multiple large-scale projects and now have more than $7 billion in power innovation projects under execution.
Alan S. Armstrong
Executive Board Chair
Chad J. Zamarin
President and
Chief Executive Officer
NOTICE OF THE 2026 ANNUAL MEETING OF STOCKHOLDERS
How to Vote
BY INTERNET
Vote via the Internet at https://www.envisionreports.com/wmb. Submit your vote no later than 11:59 p.m. on April 27, 2026.
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.
Proxy card must be received by April 27, 2026.
BY PHONE
Call toll-free 1-800-652-VOTE (8683) in the United States, US territories or Canada.
Submit your vote no later than 11:59 p.m. on April 27, 2026.
ATTEND THE VIRTUAL MEETING
Attend the virtual annual meeting (steps set forth in the right hand column) and click on the "Vote" bar.
SCAN QR CODE
Scan the QR code on your proxy card.
Submit your vote no later than 11:59 p.m. on April 27, 2026.
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.
DATE & TIME
Tuesday, April 28, 2026 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
https://www.meetnow.global/MHFNMG4. 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 3, 2026. 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 PAGE BOARD RECOMMENDATION
1 Elect 11 Director Nominees for a One-year Term. Page 10 FOR
each nominee
2
Approve, on an Advisory Basis, the Compensation of our Named Executive Officers.
Page 51
FOR
3
Approve the Amendment and Restatement of The Williams Companies, Inc. 2007 Incentive Plan to Increase the Number of Issuable Shares from 50,000,000 to 85,000,000, Remove the Plan Expiration Date, Increase the Annual Director Equity Grant Limit, Eliminate Share Recycling for Tax Withholding, Remove Certain Change in Control Provisions, and Make Other Amendments.
Page 88
FOR
4
Approve the Amendment and Restatement of The Williams
Companies, Inc. 2007 Employee Stock Purchase Plan to Increase the Number of Issuable Shares from 5,200,000 to 7,200,000, Extend the Term Six Years, and Make Other Amendments.
Page 97
FOR
5
Ratify the Selection of Ernst & Young LLP as the Company's Independent Registered Public Accounting Firm for the Fiscal Year ending December 31, 2026.
Page 102
FOR
6
Transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.
-
By Order of the Board of Directors,
Robert E. Riley, Jr.
Vice President and Assistant General Counsel - Corporate Secretary | March 18, 2026
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 28, 2026
We encourage you to access and review all of the important information contained in the proxy materials before voting. The Notice of Annual Meeting, 2026 proxy statement, and 2025 Annual Report, which includes a copy of our annual report on Form 10-K for the fiscal year ended December 31, 2025 ("2025 Annual Report"), are available at www.edocumentview.com/wmb.
TABLE OF CONTENTS
EXECUTIVE SUMMARY 1 AUDITOR APPROVAL 102
ELECTION OF DIRECTORS 10
Proposal 5:
Ratify the Selection of Ernst & Young LLP as the
102
Proposal 1:
Elect 11 Director Nominees for a One-year Term.
10 Company's Independent Registered Public Accounting Firm for the Fiscal Year Ending
Director Nominee Skills, Experience, and Attributes 11
Director Independence 23
Director Compensation 24
CORPORATE GOVERNANCE 27
Overview 27
Building an Effective Board 28
Creating an Effective Board Structure 32
Executing on Effective Corporate Governance 34
EXECUTIVE COMPENSATION APPROVAL 51
December 31, 2026.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING
APPENDIX A:
NON-GAAP RECONCILIATIONS
APPENDIX B:
THE WILLIAMS COMPANIES, INC. 2007 INCENTIVE PLAN
105
107
A-1
B-1
Proposal 2:
Approve, on an Advisory Basis, the Compensation of our Named Executive Officers.
51
APPENDIX C:
THE WILLIAMS COMPANIES, INC. 2007 EMPLOYEE STOCK PURCHASE PLAN
C-1
Frequently Asked Questions
COMPENSATION DISCUSSION AND ANALYSIS 52
EXECUTIVE COMPENSATION TABLES AND 73
Clean Energy Commitments | 49 |
Code of Conduct for Suppliers and Contractors | 35 |
Cybersecurity | 44 |
Human Rights Policy and Statement | 35 |
Our Compensation Best Practices | 8 |
Our Governance Best Practices | 6 |
Public Policy and Political Activity | 46 |
Stockholder Engagement | 43 |
Sustainability Report | 50 |
OTHER INFORMATION
AMENDMENTS TO COMPENSATION PLANS
Proposal 3: 88
Approve the Amendment and Restatement of The Williams Companies, Inc. 2007 Incentive Plan to Increase the Number of Issuable Shares from 50,000,000 to 85,000,000, Remove the Plan Expiration Date, Increase the Annual Director Equity Grant Limit, Eliminate Share Recycling for Tax Withholding, Remove Certain Change in Control Provisions, and Make Other Amendments.
Proposal 4: 97
Approve the Amendment and Restatement of The Williams Companies, Inc. 2007 Employee Stock Purchase Plan to Increase the Number of Issuable Shares from 5,200,000 to 7,200,000, Extend the Term Six Years, and Make Other Amendments.
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. Our business includes:
HANDLING
~one-third
of the natural gas in the United States.
OPERATING
> 32,000
miles
of pipeline in 24 states.
OPERATING
35
natural gas processing facilities.
OPERATING
~423
billion cubic feet ("Bcf") of natural gas
storage capacity.
OPERATING
9
Natural Gas Liquid ("NGL") fractionation
facilities.
OPERATING
NATURAL GAS GATHERING AND TREATING
Gather and treat natural gas from producers' wells and move volumes to processing.
Gas gathering capacity is 30.8 Bcf per day ("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 transmission capacity is
~34.6 million dekatherms per day.
Largest natural gas storage operator in proximity to liquified natural gas ("LNG") demand.
NGL SERVICES
NATURAL GAS PROCESSING
Process volumes to separate natural gas from NGLs.
Processing capacity is ~8.3 Bcf/d.
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 185 thousand barrels per day.
~23 million
barrels of NGL
storage capacity.
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.
* Figures represent 100% capacity for operated assets, including those in which Williams has a share of ownership as of December 31, 2025, but excludes assets held for sale.
EXECUTIVE SUMMARY
OUR COMPANY *
Our 2025
Financial Results
$2.615B
GAAP Net Income Up 18% vs 2024 (1)
$7.750B
Non-GAAP Adjusted EBITDA(2)Up 9% vs 2024
$2.14
GAAP Earnings Per Diluted Share(1)
$2.10
Non-GAAP Adjusted Earnings Per Diluted Share(2)
$5.898B
Cash Flow From Operations Up 19% vs 2024
$5.858B
Available Funds From Operations ("AFFO") Up 9% vs 2024
2025 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; and (4) operating sustainably, including leveraging our irreplaceable natural gas infrastructure to help build a clean energy future. Below are select 2025 highlights from the execution of this strategy.
Financial Strength & StabilityGenerated record Adjusted EBITDA of $7.75 billion - up 9% vs. 2024.(2)
Protected the long-term health of our balance sheet by maintaining our investment grade rating and delivering 3.71x leverage for 2025.(3)
Focus on Long-Term Stockholder ValueIncreased 2026 dividend by 5.0% to $2.10 annualized, marking 52 consecutive years of dividend payments.
Maintained strong dividend coverage of 2.4x in 2025.
Generated 31% total stockholder return annualized 2020-2025.(4)
Position of GrowthCompleted 12 projects in 2025 (6 pipeline expansion, 2 gathering, and
4 deepwater).
Announced 10 projects in 2025, including 5 pipeline expansion, 3 power
innovation, 1 gathering, and 1 storage.
Enhanced our portfolio through 2 gathering and processing acquisitions, and advanced our wellhead to water strategy through the sale of exploration and production assets in the Haynesville area and a strategic partnership with Woodside Energy Group Ltd.
Sustainable Strategy(5)Received the top score in the 2025 Corporate Sustainability Assessment ("CSA") in the North America Oil & Gas Storage & Transportation industry.
Included in the S&P Global 2026 Sustainability Yearbook in the Oil & Gas Storage and Transportation industry.
Maintained an 'A-' score on the 2025 CDP Climate Change Questionnaire.
Achieved 'Prime' status and 'B-' rating in the ISS 2025 Corporate Rating Report.
Maintained 'AA' rating from MSCI.
(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. Debt is net of cash on hand and excludes $573 million of cash purchases of certain reimbursable long-lead power innovation equipment, and Adjusted EBITDA reflects the sum of the last four quarters.
(4)Five year total stockholder return annualized as of December 31, 2025.
(5)All scores as of March 18, 2026.
Proposal 1: Elect 11 Director Nominees
for a One-Year Term
The Board has nominated the following 11 director nominees to each serve for a one-year fixed term expiring at the 2027 annual meeting of stockholders: Alan S. Armstrong, Stephen W. Bergstrom, Michael A. Creel, Carri A. Lockhart,
Richard E. Muncrief, Peter A. Ragauss, Rose M. Robeson, Scott D. Sheffield, William H. Spence, Jesse J. Tyson, and Chad J. Zamarin.
THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" EACH OF THE LISTED DIRECTOR NOMINEES.
OUR CORPORATE GOVERNANCE
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 executive officers, Company strategy, and risk-management. A summary of our Board composition, refreshment, and skillsets is below, followed in the "Election of Directors" section by detailed biographies for each director nominee and analysis regarding the independence of our Board. 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, enterprise risk and financial oversight, cybersecurity, public policy and political activity, corporate ethics and compliance, human capital management, and environmental stewardship and sustainability.
Our Board Composition*
RACIAL/ETHNIC DIVERSITY
GENDER DIVERSITY
AVERAGE AGE
AVERAGE TENURE
9.09%
18.18%
65.55
years
7.00
years
1 Underrepresented Ethnicity/Race | 2 Women | 1 | <50 years | 2 | 0-2 years |
10 White | 9 Men | 1 | 51-60 years | 3 | 3-5 years |
7 | 61-70 years | 5 | 6-9 years | ||
2 | 70+ years | 1 | 10+ years |
*Reflects the anticipated composition of the Board at the conclusion of the Annual Meeting, assuming stockholders elect all nominees to the Board. Calculations are as of April 28, 2026.
Our Board*
COMMITTEES | |||||||||
NAME & PRINCIPAL OCCUPATION Age Director Independent Since | AUD CMDC EH&S G&S | Other Current BL Public Company Boards | |||||||
Alan S. Armstrong Executive Board Chair, The Williams Companies, Inc. | 63 | 2011 | • | Exec. Chair | BOK Financial Corporation; Constellation Energy Corporation | ||||
Stephen W. Bergstrom Retired Board Chair, President & Chief Executive Officer, American Midstream Partners GP, LLC | 68 | 2016 | • | • | Indep. Lead Director | None | |||
Michael A. CreelRetired Director & Chief Executive Officer, Enterprise Products Partners L.P. | 72 | 2016 | • | Chair | None | ||||
Carri A. Lockhart Chief Executive Officer & Managing Director, Karoon Energy Ltd. | 54 | 2023 | • | • | Karoon Energy Ltd. | ||||
Richard E. MuncriefRetired Director, President & Chief Executive Officer, Devon Energy Corporation | 67 | 2022 | • | Chair | None | ||||
Peter A. Ragauss Retired Senior Vice President & Chief Financial Officer, Baker Hughes Company | 68 | 2016 | • | • | APA Corporation | ||||
Rose M. Robeson Retired Group Vice President & Chief Financial Officer, DCP Midstream LLC | 65 | 2020 | Chair | • | SM Energy Company; NPK International Inc. | ||||
Scott D. SheffieldRetired Director & Chief Executive Officer, Pioneer Natural Resources Company | 73 | 2016 | • | • | Tamboran Resources Corporation | ||||
William H. Spence Retired Board Chair, President & Chief Executive Officer, PPL Corporation | 68 | 2016 | Chair | • | Pinnacle West Capital Corporation | ||||
Jesse J. TysonRetired President & Chief Executive Officer, ExxonMobil Inter-Americas | 73 | 2022 | • | • | None | ||||
Chad J. Zamarin President & Chief Executive Officer, The Williams Companies, Inc. | 49 | 2025 | None | ||||||
Director Departing the Board after her term expires at the Annual Meeting in 2026 | |||||||||
Stacey H. Doré Executive Vice President of Public Affairs & Chief Strategy & Sustainability Officer, Vistra Corp. | 53 | 2021 | • | Chair | None | ||||
*Reflects the anticipated composition of the Board at the conclusion of the Annual Meeting, assuming stockholders elect all nominees to the Board. All calculated as of April 28, 2026.
AUD Audit Committee
CMDC Compensation & Management Development Committee
EH&S Environmental, Health & Safety Committee G&S Governance & Sustainability Committee BL Board Leadership
Nominees'
Skills & Experience
91%
Capital Markets, Allocation & Trading
82%
Corporate Governance & Public Company Board
100%
Energy Industry
73%
Engineering & Construction
82%
Environmental
100%
Executive Leadership
46%
Finance & Accounting
18%
Government, Legal, Public Policy, or Regulation
82%
Human Capital
73%
IT & Cyber
100%
Mergers & Acquisitions
73%
Operations/EHS
91%
Strategy Development/Risk Management
64%
Sustainability
Board Refreshment Timeline
Chad J. Zamarin
Our newest director has already left his mark on Williams, facilitating multiple successful acquisitions. As CEO, Mr. Zamarin will work with the Board to continue bringing long-term value to our stockholders.
Carri A. Lockhart
A current CEO and a previous Chief Technology Officer for international energy companies in the upstream sector, Ms. Lockhart capitalizes on both experiences to enhance our Board oversight.
Richard E. Muncrief
Mr. Muncrief served as CEO of two oil and gas exploration companies, guiding both through significant mergers and acquisitions. He uses his strong operational background to strengthen our Board discussions.
Jesse J. Tyson
Mr. Tyson draws from his lifelong career at Exxon Mobil Corporation to bring us market perspective from a large integrated oil and
gas company.
Rose M. Robeson
Ms. Robeson, our Audit Committee Chair, brings a wealth of financial experience to our Board, both from serving on other public company board audit committees and from previously serving as CFO at a midstream energy company.
Our Board Skills Matrix, which is summarized to the left, outlines the skills and experience of the current nominees to our Board. As shown in the matrix, the Board believes director candidates can better contribute to Board oversight and discussions if they have prior energy industry experience, which is why 100% of our director candidates have such experience.
Our Board Refreshment Timeline above demonstrates the Board's thoughtful efforts to find quality candidates that are a good fit for our Board, which is a process managed by the Board's Governance and Sustainability Committee. As detailed in the "Building an Effective Board" section, the Board seeks candidates with energy experience and that have a variety of backgrounds and perspectives.
Sitting from left to right: Richard E. Muncrief, Michael A. Creel, Peter A. Ragauss
Standing from left to right: Rose M. Robeson, Chad J. Zamarin, Jesse J. Tyson, Stephen W. Bergstrom, Alan S. Armstrong, William H. Spence, Carri A. Lockhart, Scott D. Sheffield
See page 11 for the full Board Skills Matrix.
Our Governance Best Practices
DIRECTOR INDEPENDENCE AND BOARD LEADERSHIP
Prioritize Board independence. 9 of 11 director nominees are independent.
Allow only independent directors to serve on the Audit, Compensation and Management Development, and Governance and Sustainability Board committees.
Conduct regular executive sessions without management.
Elect a lead independent director to facilitate oversight by independent directors.
ROBUST REFRESHMENT
Seek highly qualified candidates that offer a wide variety of skills, experience, and perspectives.
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.
BOARD AND COMMITTEE OVERSIGHT
Engage in comprehensive senior management succession planning.
Evaluate, at least annually, our longterm strategy, risks, and opportunities.
Exercise strategic oversight over Company risk, including sustainability, cybersecurity, political contributions, human capital management, environmental, health and safety ("EH&S") matters, and our Ethics and Compliance Program.
GOVERNANCE PRACTICES
Review corporate governance documents annually, including Board committee charters.
Prohibit pledging, hedging, short sales, and derivative transactions in Company securities by directors, officers, and employees.
Maintain stock ownership guidelines for directors.
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 directors with comprehensive director onboarding programs and continuing education opportunities.
STOCKHOLDER RIGHTS AND ENGAGEMENT
Recent Changes
In 2025, we amended our Corporate Governance Guidelines to address the change in our Board leadership structure.
In 2025, we amended (1) the Code of Conduct for Suppliers and Contractors to address sustainable procurement, habitat protection, and water stewardship; and (2) the Policy on Securities Trading to provide for an electronic pre-clearance process.
In 2024, we amended the Audit Committee Charter to clarify that the Audit Committee will annually review our Delegation of Authority Policy and make recommendations to the Board as needed.
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.
Pursue robust year-round stockholder engagement.
Proposal 2: Approve, on an Advisory Basis, the
Compensation of Our Named Executive Officers
THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE
PROPOSAL TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.
OUR EXECUTIVE COMPENSATION
2025 Compensation Snapshot
Our executive compensation program reflects our pay philosophy, utilized throughout the entire organization, to pay for performance and execution of our corporate strategy on an annual and long-term basis. The key components of our 2025 executive compensation program and how each supports our compensation objectives are summarized below, and our entire executive compensation program is described in detail in the "Compensation Discussion and Analysis" section. For 2025, we made only minor changes to our performance-based restricted stock unit performance criteria, reflecting the strong stockholder support of the executive compensation program design in our annual "say-on-pay" vote.
FORM OF PAYMENT | PERFORMANCE PERIOD | PERFORMANCE CRITERIA | OBJECTIVES | PAGE | ||
Fixed | Base Pay | Cash | Ongoing | Job Criteria |
| Page 61 |
Variable | Annual Incentive Program ("AIP") | Cash | Pays out after one year performance period based on performance criteria (0% - 200%) |
|
| Page 62 |
Long-Term Incentives | Equity: Performance-Based Restricted Stock Units ("PSUs") | Granted annually and vests after three-year performance period based on performance-criteria (0% - 200%) |
|
| Page 65 | |
Equity: Time-Based Restricted Stock Units ("RSUs") | Vests after three-year time frame | Stock Price | ||||
* Beginning in 2025, CROIC replaced Return on Capital Employed (ROCE) as a performance metric. AFFO per Share and Relative TSR were retained as performance criteria for the PSUs awarded in 2023, 2024, and 2025.
Our Compensation Best Practices
Our Board and the Compensation and Management Development Committee ("Compensation Committee") oversee the design and administration of the executive compensation program for our CEO and other named executive officers ("NEOs"). The process includes, among other things, an annual review of the compensation program structure, reflection on stockholder feedback received as well as the prior year say-on-pay results, input from an independent compensation consultant, peer comparisons, and performance evaluations. The tables below highlight select best practices utilized in our compensation process.
What We Do INDEPENDENT ADMINISTRATIONThe Compensation Committee, which is comprised of only independent directors, oversees CEO and NEO pay, including retention of an independent compensation consultant.
COMPENSATION BENCHMARKSWith 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.
PRE-ESTABLISHED PERFORMANCE GOALSWe align our incentive-compensation to both short-term and long-term Company performance with pre-established performance targets.
STOCKHOLDER ENGAGEMENTWe 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.
MINIMUM THRESHOLDS AND MAXIMUM AWARD CAPSAll 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 pay out. Our AIP awards and our performance-based equity awards cap payout at 200% of target.
STOCK AWARD VESTING PERIODSRSU awards provided to our NEOs generally vest three years from grant date.
"DOUBLE TRIGGERS" FOR EQUITY OR SEVERANCE PAYMENTS FOR A CHANGE IN CONTROLSeverance 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.
CLAWBACKS OF EXECUTIVE COMPENSATIONThe Board may recoup incentive compensation in certain circumstances including for fraud or intentional misconduct and as required by the New York
Stock Exchange.
ROBUST EQUITY OWNERSHIP GUIDELINESWe 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
Directors5x
Executive and Senior Vice Presidents
3x
CEO6x
What We Don't Do NO EMPLOYMENT AGREEMENTS WITH OUR NEOS EXCEPT STANDARD CHANGE IN CONTROL AGREEMENTSNO CASH DIVIDEND EQUIVALENTS ON RSUS UNTIL ELIGIBLE RSUS VEST AND ARE DISTRIBUTED
NO EXCISE TAX GROSS UP PAYMENTS PROVIDED FOR IN OUR CHANGE IN CONTROL AGREEMENTS
NO EXCESSIVE PERQUISITES
NO REPRICING OR REPLACING UNDERWATER STOCK OPTIONS
NO PRICING STOCK OPTIONS BELOW GRANT DATE FAIR MARKET VALUE
NO SHARE RECYCLING FOR STOCK OPTIONS
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.
VOTING ROADMAP
PROPOSAL
RATIONALE
PAGE BOARD
NO RECOMMENDATION
1
Elect 11 Director Nominees for a One-Year Term.
The Board, acting on the recommendation of the Governance and Sustainability Committee, has determined that each of the 11 director nominees possess the qualifications, skills, experience, and perspectives to serve as a director and to provide effective oversight of the Company's strategy, risk management, and performance.
10 FOR
each nominee
2
Approve, on an Advisory Basis,
the Compensation of our Named Executive Officers.
The Board believes that the 2025 NEO
compensation, as disclosed in this proxy statement, is appropriately designed to attract, retain, and motivate highly qualified executives, align their interests with our stockholders by closely linking pay outcomes to performance and long-term stockholder value creation, and reflects the Company's performance and strategic achievements during the year.
51
FOR
3
Approve the Amendment and Restatement of The Williams Companies, Inc. 2007 Incentive Plan to Increase the Number of Issuable Shares from 50,000,000 to 85,000,000, Remove the Plan Expiration Date, Increase the Annual Director Equity Grant Limit, Eliminate Share Recycling for Tax Withholding, Remove Certain Change in Control Provisions, and Make Other Amendments.
Equity compensation is an important tool for attracting, retaining, and motivating employees in a highly competitive talent market. If approved, the amendment and restatement of The Williams Companies, Inc. 2007 Incentive Plan ("Incentive Plan") will ensure, among other things, that we have a sufficient pool of shares
to continue to grant equity awards that support 88
our compensation and talent strategy.
FOR
4
Approve the Amendment and
Restatement of The Williams Companies, Inc. 2007 Employee Stock Purchase Plan to Increase the Number of Issuable Shares from 5,200,000 to 7,200,000,
Extend the Term Six Years, and Make Other Amendments.
The Williams Companies, Inc. 2007 Employee
Stock Purchase Plan ("Stock Plan") gives eligible employees the opportunity to acquire shares of our common stock at a modest discount, which fosters employee ownership and alignment of employees' interests with those of our stockholders. If approved, the amendment and restatement of the Stock Plan will ensure we have a sufficient pool of shares to continue offering this benefit.
97
FOR
5
Ratify the selection of Ernst & Young LLP as the Company's Independent Registered Public Accounting Firm for the Fiscal Year ending December 31, 2026.
After considering the Audit Committee's selection process, the firm's qualifications and performance, and the importance of an independent and high-quality audit, the Board believes the appointment of Ernst & Young, LLP as our independent registered public accounting firm for 2026 is in the best interests of the Company and its stockholders.
102
FOR
The Board has nominated 11 director nominees to each serve as directors of the Company for a one-year fixed term expiring at the 2027 annual meeting of stockholders as follows: Alan S. Armstrong, Stephen W. Bergstrom, Michael A. Creel, Carri A. Lockhart, Richard E. Muncrief, Peter A. Ragauss, Rose M. Robeson, Scott D. Sheffield, William H. Spence, Jesse J. Tyson, and Chad J. Zamarin. Each nominee was previously elected to our Board at our annual meeting of stockholders on April 29, 2025 except for Mr. Zamarin, who was appointed on July 1, 2025 simultaneously with his appointment as the Company's President and CEO.
The By-Laws of The Williams Companies, Inc. (the "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.
ELECTION OF DIRECTORS
PROPOSAL 1:
Elect 11 Director Nominees for a One-Year Term.
THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE "FOR"
EACH OF THE LISTED DIRECTOR NOMINEES.
Armstrong
Bergstrom
Creel
Lockhart
Muncrief
Ragauss
Robeson
Sheffield
Spence
Tyson
Zamarin
Director Nominee Skills and Experience*
BOARD SKILLS MATRIX
Capital Markets, Capital Allocation, and Commodities Trading:Provides experience evaluating our capital structure, capital market transactions, and other financial strategies, including oversight of commodities trading activities.
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.
Energy Industry:
Provides industry and market perspective and understanding of challenges and opportunities we face, including up-, mid-, and downstream, utilities, and suppliers.
Engineering and Construction:
Provides technical knowledge related to our business operations that aids in risk oversight.
Environmental:
Provides experience in regulatory schemes and best practices to enhance our environmental stewardship.
Executive Leadership:
Provides judgment and experience as a "C-Level" executive of a publicly traded entity or large private company.
Finance and Accounting:
Provides experience in assessing our financial performance and monitoring the integrity of our financial reporting process.
Government, Legal, Public Policy, or Regulatory:
Provides experience in law, public policy, or regulatory matters important in oversight of our industry.
Human Capital Management:
Provides experience related to talent acquisition, retention, and development.
Information Technology and Cybersecurity:
Provides understanding of data management, overseeing or driving information technology developments, applications, and cybersecurity.
Mergers and Acquisitions:
Provides experience in assessment and execution of potential acquisitions.
Operations/Environmental, Health and Safety:
Provides technical and operational knowledge related to our business to aid in managing risk and ensuring we effectively implement EH&S policies and programs.
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.
Sustainability:
Provides experience in oversight of Environmental, Social and Governance ("ESG") policies and strategies or transitioning to alternative non-hydrocarbon energy sources.
Age Gender
Black or African-American
63 68 72 54
M M M F
67 68 65
M M F
73 68
M M
73 49
M M
*Reflects the anticipated composition of the Board at the conclusion of the Annual Meeting, assuming stockholders elect all nominees to the Board. All calculations are as of April 28, 2026.
Director Biographies
Below is the biographical information as of April 28, 2026, for each director nominee.
Alan S. Armstrong
Executive Board Chair, The Williams Companies, Inc.
AGE:63
DIRECTOR SINCE:2011
MANDATORY RETIREMENT YEAR:2038
EDUCATION:
BS, Civil Engineering, University of Oklahoma
QUALIFICATIONS SKILLS AND EXPERIENCE
Mr. Armstrong was named Executive Board Chair on July 1, 2025. Before that, he served as Director, President, and CEO of the Company from 2011 until his retirement in July 2025. During his tenure, Williams expanded its reach, handling about one-third of all U.S. natural gas volumes through gathering, processing, transportation, and storage services. In addition, Mr. Armstrong served as Board Chair and CEO 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 President and CEO of Williams, Armstrong led the company's midstream and olefins businesses through a period of growth and expansion as Senior Vice President-Midstream. He also served in a number of operational and commercial roles in various business units at Williams. Armstrong began his career at Williams nearly four decades ago as an engineer and steadily rose through the ranks, demonstrating a deep commitment to operational excellence, strategic growth, and environmental stewardship. Armstrong is the former Chair of the National Petroleum Council and is a founding member of Natural Allies for a Clean Energy Future. He serves as Chair of the Board of Trustees for the University of Oklahoma Foundation and is the former Chair of Junior Achievement. Armstrong earned his bachelor's degree in civil engineering from the University of Oklahoma.
Capital Markets, Capital Allocation, and Commodities Trading
Corporate Governance
& Public Company Board
Energy Industry
Engineering & Construction
Human Capital Management
Information Technology and Cybersecurity
Mergers & Acquisitions
Operations/ Environmental, Health and Safety
COMMITTEES
Environmental, Health and Safety
CURRENT PUBLIC COMPANY DIRECTORSHIPS
BOK Financial Corporation
Credit
Constellation Energy Corporation
Environmental Strategy Development/
Risk Management
Compensation
Nuclear Oversight
PRIOR PUBLIC COMPANY DIRECTORSHIPS
(within the last 5 years)
None
Executive Leadership
Sustainability
Stephen W. Bergstrom
Retired Board Chair, President & Chief Executive Officer, American Midstream Partners GP, LLC
INDEPENDENT
AGE: 68
DIRECTOR SINCE:2016
MANDATORY RETIREMENT YEAR:2033
EDUCATION:
BS, Industrial Administration, Iowa State University
QUALIFICATIONS
Mr. Bergstrom brings to our Board 45 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
SKILLS AND EXPERIENCE
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.
INDEPENDENT LEAD DIRECTOR COMMITTEES
Compensation and Management Development
Governance and Sustainability
CURRENT PUBLIC COMPANY DIRECTORSHIPS
None
Capital Markets,
Capital Allocation, and Commodities Trading
Corporate Governance
& Public Company Board
Energy Industry
Engineering & Construction
Executive
Leadership
Human Capital Management
Mergers & Acquisitions
Operations/ Environmental, Health and Safety
PRIOR PUBLIC COMPANY DIRECTORSHIPS
(within the last 5 years)
None
Environmental Strategy Development/
Risk Management
Michael A. Creel
Retired Director & Chief Executive Officer, Enterprise Products Partners L.P.
INDEPENDENT AGE:72
DIRECTOR SINCE:2016
MANDATORY RETIREMENT YEAR:2029
EDUCATION:
BS, Accounting, McNeese State University
Certified Public Accountant
QUALIFICATIONS
Mr. Creel is an executive with 46 years of energy experience, including
21 years on large public company boards and 8 years at the helm of a large
SKILLS AND EXPERIENCE
publicly-traded energy infrastructure company. Mr. Creel previously served as a director and Chief Executive Officer of Enterprise Products Partners
L.P. from 2007 until his retirement in 2015. Previously, 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 and Safety (Chair)
CURRENT PUBLIC COMPANY DIRECTORSHIPS
Capital Markets, Capital Allocation, and Commodities Trading
Corporate Governance
& Public Company Board
Energy Industry
Finance & Accounting
Human Capital Management
Information Technology and Cybersecurity
None
PRIOR PUBLIC COMPANY DIRECTORSHIPS
(within the last 5 years)
None
Environmental Mergers & Acquisitions
Executive Leadership
Strategy Development/ Risk Management
Carri A. Lockhart
Chief Executive Officer and Managing Director, Karoon Energy Ltd.
INDEPENDENT AGE:54
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
SKILLS AND EXPERIENCE
management, and business development. She is currently the CEO and
Managing Director of Karoon Energy Ltd., an ASX listed international oil and gas exploration company. Prior to joining Karoon, Ms. Lockhart served as Equinor's (formerly known as Statoil, the Norwegian state oil company) Executive Vice President, Technology, Digital & Innovation in Oslo, Norway. As Equinor's Chief Technology Officer, she was responsible for developing technology to progress renewables and the energy transition, leading the information technology organization, and driving the digital agenda.
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. 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. Ms. Lockhart brings extensive experience in offshore, onshore conventional and unconventional assets, field supervision, facilities construction and operations, international country management, strategic planning, and business development. She also brought perspective to our Board from previous service on two other energy industry boards: Innovex International, Inc. (merged with Dril-Quip, Inc in September 2024), a publicly
Capital Markets, Capital Allocation, and Commodities Trading
Corporate Governance
& Public Company Board
Energy Industry
Engineering & Construction
Human Capital Management
Information Technology and Cybersecurity
Mergers & Acquisitions
Operations/ Environmental, Health and Safety
traded energy services provider, and Ascent Resources LLC, a private exploration and production company operating in the Utica Shale region.
Environmental Strategy Development/
Risk Management
COMMITTEES
Compensation and Management Development
Environmental, Health and Safety
CURRENT PUBLIC COMPANY DIRECTORSHIPS
Karoon Energy Ltd.
PRIOR PUBLIC COMPANY DIRECTORSHIPS
(within the last 5 years)
Innovex International, Inc. (formerly Dril-Quip, Inc.)
Executive Leadership
Sustainability
Richard E. Muncrief
Retired Director, President & Chief Executive Officer, Devon Energy Corporation
INDEPENDENT AGE:67
DIRECTOR SINCE:2022
MANDATORY RETIREMENT YEAR:2034
EDUCATION:
BS, Petroleum Engineering Technology, Oklahoma State University
QUALIFICATIONS
Mr. Muncrief has more than 45 years of experience in the oil and gas industry, including a strong background in operations, mergers and
SKILLS AND EXPERIENCE
acquisitions, and as CEO for a publicly traded exploration and production
company. He served as President and Chief Executive Officer of Devon Energy Corporation from January 2021 following the merger of Devon Energy Corporation and WPX Energy, Inc. until his retirement in March 2025. Prior to that, he served as Chief Executive Officer and Board Chair of WPX Energy, Inc., where he oversaw numerous acquisitions and divestitures that reshaped the company's asset portfolio. 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 and Management Development
Governance and Sustainability (Chair)
CURRENT PUBLIC COMPANY DIRECTORSHIPS
Capital Markets, Capital Allocation, and Commodities Trading
Corporate Governance
& Public Company Board
Energy Industry
Engineering & Construction
Human Capital Management
Information Technology and Cybersecurity
Mergers & Acquisitions
Operations/ Environmental, Health and Safety
None
PRIOR PUBLIC COMPANY DIRECTORSHIPS
(within the last 5 years)
WPX Energy, Inc.
Devon Energy Corporation
Environmental Strategy Development/
Risk Management
Executive Leadership
Sustainability
Government, Legal, Public Policy, or Regulatory
Peter A. Ragauss
Retired Senior Vice President & Chief Financial Officer, Baker Hughes Company
INDEPENDENT AGE:68
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
SKILLS AND EXPERIENCE
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 APA Corporation, the holding company of Apache Corporation, an American company engaged in hydrocarbon exploration. He also serves on the board of Skulte LNG, a private energy company in Latvia.
COMMITTEES
Audit
Governance and Sustainability
CURRENT PUBLIC COMPANY DIRECTORSHIPS
APA Corporation
Audit
PRIOR PUBLIC COMPANY DIRECTORSHIPS
(within the last 5 years)
None
Capital Markets, Capital Allocation, and Commodities Trading
Corporate Governance
& Public Company Board
Energy Industry
Executive Leadership
Finance & Accounting
Information Technology and Cybersecurity
Mergers & Acquisitions
Rose M. Robeson
Retired Group Vice President & Chief Financial Officer, DCP Midstream LLC
INDEPENDENT AGE: 65
DIRECTOR SINCE:2020
MANDATORY RETIREMENT YEAR:2036
QUALIFICATIONS
Ms. Robeson brings over 44 years of experience in accounting and finance expertise as well as experience from other public company boards in the
EDUCATION:
BS, Accounting, Northwest Missouri State University
Certified Public Accountant (inactive)
SKILLS AND EXPERIENCE
energy industry. She currently serves on the boards for an exploration and
production company and a provider of site access solutions for critical infrastructure markets, 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 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 and Safety
CURRENT PUBLIC COMPANY DIRECTORSHIPS
SM Energy Company
Audit
Compensation
NPK International Inc. (formally known as Newpark Resources, Inc.)
Board Chair
PRIOR PUBLIC COMPANY DIRECTORSHIPS
(within the last 5 years)Antero Midstream Corporation AMGP GP LP
Capital Markets, Capital Allocation, and Commodities Trading
Corporate Governance
& Public Company Board
Energy Industry
Executive Leadership
Finance & Accounting
Human Capital Management
Information Technology and Cybersecurity
Mergers & Acquisitions
Strategy Development/ Risk Management
Scott D. Sheffield
Retired Director & Chief Executive Officer, Pioneer Natural Resources Company
INDEPENDENT AGE: 73
DIRECTOR SINCE:2016
MANDATORY RETIREMENT YEAR:2028
QUALIFICATIONS
Mr. Sheffield has more than 50 years of experience in the energy industry, including building a company into a top tier exploration and production
EDUCATION:
BS, Petroleum Engineering, The University of Texas
SKILLS AND EXPERIENCE
company that was acquired by Exxon Mobil Corporation in a transaction that
closed in May 2024. From 2019 until December 31, 2023, he served as a director and CEO of Pioneer Natural Resources Company ("Pioneer"), a large domestic upstream oil and gas company. He retired on December 31, 2023 as CEO and remained as a director until May 2024. Mr. Sheffield served as the founding CEO 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 CEO 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.
Capital Markets, Capital Allocation, and Commodities Trading
Corporate Governance & Public Company Board
Energy Industry
Engineering & Construction
Human Capital Management
Information Technology and Cybersecurity
Mergers & Acquisitions
Operations/ Environmental, Health and Safety
COMMITTEES
Compensation and Management Development
Environmental, Health and Safety
CURRENT PUBLIC COMPANY DIRECTORSHIPS
Tamboran Resources Corporation
Sustainability
Environmental Strategy Development/
Risk Management
PRIOR PUBLIC COMPANY DIRECTORSHIPS
(within the last 5 years)
Pioneer Natural Resources Company
Executive Leadership
Sustainability
William H. Spence
Retired Board Chair, President & Chief Executive Officer, PPL Corporation
INDEPENDENT AGE: 68
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
SKILLS AND EXPERIENCE
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 CEO 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 U.S. 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 and Management Development (Chair)
Governance and Sustainability
CURRENT PUBLIC COMPANY DIRECTORSHIPS
Pinnacle West Capital Corporation
Capital Markets, Capital Allocation, and Commodities Trading
Corporate Governance
& Public Company Board
Energy Industry
Engineering & Construction
Human Capital Management
Information Technology and Cybersecurity
Mergers & Acquisitions
Operations/ Environmental, Health and Safety
Human Resources (Chair)
Corporate Governance and Public Responsibility
Nuclear and Operating
PRIOR PUBLIC COMPANY DIRECTORSHIPS
Environmental Strategy Development/
Risk Management
(within the last 5 years)
PPL Corporation
Executive Leadership
Sustainability
Finance & Accounting
Jesse J. Tyson
Retired President & Chief Executive Officer, ExxonMobil Inter-Americas
INDEPENDENT AGE: 73
DIRECTOR SINCE:2022
MANDATORY RETIREMENT YEAR:2028
QUALIFICATIONS
Mr. Tyson brings 38 years of experience in the energy industry from his longstanding career with Exxon Mobil Corporation. Early/mid-career, he developed Exxon's U.S. affiliate's annual financial plan. In addition, he
EDUCATION:
MBA, The Ohio State University
BA, Economics, Lane College
SKILLS AND EXPERIENCE
provided oversight of their U.S. fuel distribution operations, including bulk storage, ground, and pipeline transportation. He served as Global Aviation Director from October 2008 to March 2011, President and CEO 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 Exxon. Previously, he held numerous management positions with Exxon. Upon retirement from ExxonMobil in 2011, he became President and CEO of the National Black MBA Association from January 2012 to June 2018. In addition to his
Energy Industry
Engineering & Construction
Mergers & Acquisitions
Operations/ Environmental, Health and Safety
corporate leadership experience, he is the President-Elect of the largest and oldest Black business fraternity in the USA. Currently, he serves as a trustee at Lane College and Benedict College. He is also on the Dean's Advisory Board at the Fisher College of Business at The Ohio State University.
Environmental Strategy Development/
Risk Management
COMMITTEES
Audit
Governance and Sustainability
CURRENT PUBLIC COMPANY BOARDS
None
PRIOR PUBLIC COMPANY BOARDS
(within the past 5 years)
None
Executive Leadership
Finance & Accounting
Human Capital Management
Sustainability
Chad J. Zamarin
Director, President & Chief Executive Officer, The Williams Companies, Inc.
AGE: 49
DIRECTOR SINCE: 2025
MANDATORY RETIREMENT YEAR: 2052
EDUCATION:
MBA, Business Administration
BS, Materials Engineering, Purdue University
QUALIFICATIONS
Chad Zamarin became President and CEO of Williams in July 2025. He previously served as Executive Vice President of Corporate Strategic Development for Williams since January 2023 where he led the company's
SKILLS AND EXPERIENCE
Strategic and Business Development functions, as well as Investment Analysis, New Energy Ventures, Commodity Marketing, Upstream, and Communications and Corporate Social Responsibility. Mr. Zamarin joined Williams in 2017 as Senior Vice President of Corporate Strategic Development and had led multiple strategic acquisitions for the Company. Prior to Williams, he served as Senior Vice President and President, Pipeline and Midstream at Cheniere Energy, Inc. ("Cheniere"). Before joining Cheniere, he served in various executive roles at NiSource/Columbia Pipeline Group, including Chief Operating Officer at NiSource Midstream, LLC and NiSource Energy Ventures, LLC, as well as President of Pennant Midstream, LLC. Mr. Zamarin is past Chairman of the Board of Directors of the Interstate Natural Gas Association of America and serves on the Department of Transportation's Gas Pipeline Advisory Committee.
Capital Markets,
Capital Allocation, and Commodities Trading
Energy Industry
Engineering & Construction
Government, Legal, Public Policy, or Regulatory
Mergers & Acquisitions
Operations/ Environmental, Health and Safety
COMMITTEES
None
CURRENT PUBLIC COMPANY BOARDS
None
PRIOR PUBLIC COMPANY BOARDS
(within the past 5 years)
Environmental Strategy Development/
Risk Management
None
Executive Leadership
Sustainability
Director Independence
Our Corporate Governance Guidelines require that all members of the Board, except our President and CEO and Board Chair, if the Chair is a part of management, 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, stockholder, 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 2026, the Board affirmatively determined that each of Mr. Bergstrom, Mr. Creel, Ms. Doré, Ms. Lockhart, Mr. Muncrief, Mr. Ragauss, Ms. Robeson, Mr. Sheffield, Mr. Spence, and Mr. Tyson are independent as defined by the NYSE's Listed Company Manual. Mr. Armstrong is not independent because of his role as Executive Board Chair, and Mr. Zamarin is not independent because of his role as the Company's President and 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
Stacey H. DoréOrdinary course business transactions with Vistra Corp.
Carri A. Lockhart
Ordinary course business transactions with Karoon Energy Ltd., Innovex International, Inc., and Ascent Resources Holdings, 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.
Rose M. Robeson
Ordinary course business transactions with NPK International, Inc. f/k/a Newpark Resources, Inc. and SM Energy Company.
William H. SpenceOrdinary course business transactions with Pinnacle West Capital Corporation.
Scott D. SheffieldOrdinary course business transactions with Tamboran Resources Corporation.
Peter A. RagaussOrdinary course business transactions with APA Corporation.
In addition to the NYSE's independence requirements, in January 2026, the Board determined that all the current members of our Audit Committee and our Compensation Committee satisfy the heightened independence requirements imposed by the NYSE and the Securities and 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 2025. For a description of our process for the review of related party transactions, see the "Executing on Effective Corporate Governance" section.
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 $305,000. 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 $ 120,000 Paid in quarterly installments.
Annual Equity Retainer (RSU)
$ 185,000
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 |
Independent Lead Director | 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 $290,000 to $305,000 for the 2024-2025 fiscal year to align to market. The annual cash retainer was increased from $115,000 to $120,000, and the annual equity retainer was increased from $175,000 to $185,000.
Our Board maintains minimum share-ownership guidelines requiring each non-employee director to hold WMB shares with a value equal to at least five times the annual cash retainer. Under these guidelines, directors must retain 60 percent of distributed vested equity awards until their ownership guidelines are met. All non-employee directors were in compliance with these guidelines
in 2025.
The annual equity retainer, prior to the 2026 equity award, is deferred until the director's retirement from the Board. Beginning with the 2026 equity awards, there is a mandatory one-year deferral from grant date. Beginning with the 2027 and subsequent equity awards, Board members may, in the year prior to the year of grant, make an election to defer awards either one year from grant date or until the director leaves 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.
Director Compensation for Fiscal Year 2025The compensation earned by each director for 2025 service is outlined in the following table:
NON-EQUITY | CHANGE IN PENSION VALUE AND NONQUALIFIED | ||||||
FEES EARNED OR PAID | FEES EARNED OR PAID | OPTION | INCENTIVE PLAN | DEFERRED COMPENSATION | ALL OTHER | ||
NAME | IN CASH (1) | IN STOCK (2) | AWARDS | COMPENSATION | EARNINGS | COMPENSATION (3) TOTAL | |
Stephen W. Bergstrom | $ 120,000 | $ 384,991 | $ - $ - $ - $ 35,000 | $ 539,991 | |||
Michael A. Creel | 140,000 | 184,977 | - - - 5,000 | 329,977 | |||
Stacey H. Doré | 140,000 | 184,977 | - - - 20,000 | 344,977 | |||
Carri A. Lockhart | 120,000 | 184,977 | - - - - | 304,977 | |||
Richard E. Muncrief | 120,000 | 184,977 | - - - - | 304,977 | |||
Peter A. Ragauss | 120,000 | 184,977 | - - - 10,000 | 314,977 | |||
Rose M. Robeson | 150,000 | 184,977 | - - - - | 334,977 | |||
Scott D. Sheffield | 120,000 | 184,977 | - - - - | 304,977 | |||
Murray D. Smith(4) | 30,000 | - | - - - 500 | 30,500 | |||
William H. Spence | 140,000 | 184,977 | - - - 25,000 | 349,977 | |||
Jesse J. Tyson | 120,000 | 184,977 | - - - - | 304,977 | |||
(1) The fees paid in cash are itemized in the following chart: | |||||||
ANNUAL CASH RETAINER | COMPENSATION & MANAGEMENT | GOVERNANCE & | ENVIRONMENTAL, HEALTH, & | ||||
NAME | INCLUDING SERVICE ON TWO COMMITTEES | AUDIT COMMITTEE CHAIR RETAINER | DEVELOPMENT COMMITTEE CHAIR RETAINER | SUSTAINABILITY COMMITTEE CHAIR RETAINER | SAFETY COMMITTEE CHAIR RETAINER | TOTAL | |
Bergstrom | $ 120,000 | $ - | $ - | $ - | $ - | $ 120,000 | |
Creel | 120,000 | - | - | - | 20,000 | 140,000 | |
Doré | 120,000 | - | - | 20,000 | - | 140,000 | |
Lockhart | 120,000 | - | - | - | - | 120,000 | |
Muncrief | 120,000 | - | - | - | - | 120,000 | |
Ragauss | 120,000 | - | - | - | - | 120,000 | |
Robeson | 120,000 | 30,000 | - | - | - | 150,000 | |
Sheffield | 120,000 | - | - | - | - | 120,000 | |
Smith(4) | 30,000 | - | - | - | - | 30,000 | |
Spence | 120,000 | - | 20,000 | - | - | 140,000 | |
Tyson | 120,000 | - | - | - | - | 120,000 | |
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, 2025.
All other compensation includes matching contributions paid in 2025 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.
Mr. Smith retired from the Board in April 2025. The payment for his service in the fourth quarter of the 2024-2025 fiscal year was paid in early 2025.
The aggregate number of stock awards held by directors outstanding as of December 31, 2025, is as follows:
NAME | NUMBER OF SHARES OR UNITS OF STOCK OUTSTANDING |
Bergstrom | 157,344 |
Creel | 68,920 |
Doré | 33,740 |
Lockhart | 16,530 |
Muncrief | 21,886 |
Ragauss | 68,920 |
Robeson | 34,861 |
Sheffield | 68,920 |
Spence | 75,763 |
Tyson | 21,886 |
With a focused and motivated team and a growing backlog of fully contracted projects, Williams remains uniquely positioned to benefit from the accelerating demand for natural gas.
CORPORATE GOVERNANCE
Overview
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 BoardSEE PAGES 28-31
2
Creating an Effective Board StructureSEE PAGES 32-33
3
Executing on Effective Corporate GovernanceSEE PAGES 34-50
Strong corporate governance starts with building an effective Board. The Board identifies and nominates 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, experience, and perspectives.
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 election of an independent lead director and the importance of having only independent directors serve on the Audit, Compensation, and Governance and Sustainability Board committees.
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, human capital management and environmental stewardship are in this section, as well as a discussion of stockholder engagement.
4
Appoint Directors and Recommend Directors for Election
3
Assess Director Nominees and Make Recommendations
2
Recruit Directors with Applicable Skills, Experience, and Perspectives
5
Elect Directors Annually by Majority Stockholder Vote
BUILDING AN EFFECTIVE BOARD
1
Evaluate Board Performance and Develop Director Nominee Criteria
1 EVALUATE BOARD PERFORMANCE AND DEVELOP DIRECTOR NOMINEE CRITERIA
The Governance and Sustainability Committee is responsible for developing and recommending to the Board the qualifications and criteria that we look for in directors who serve on our Board.
The minimum qualifications the Governance and Sustainability Committee believes a director must possess include the following:
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 could contribute to stockholder value;
the 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.
Additionally, our Board seeks energy-experienced directors with a variety of occupational and personal backgrounds to obtain a range of viewpoints and perspectives. The Board believes that diversity of experience, geography, race or ethnicity, gender, and age, among other items, enhances the Board's effectiveness and oversight with deeper and more insightful discussions.
The Governance and Sustainability Committee reviews the skills, experience, and perspectives that are currently represented on the Board by each individual director, as well as the skills, experience, and perspectives that the Board will find valuable in the future, given the Company's current situation and strategic plans. For a detailed list of the skills, experience, and perspectives of the current nominees to our Board, see the "Election of Directors" section, which contains our Board Skills Matrix.
The Governance and Sustainability Committee also oversees our annual board evaluation process, which includes reviewing the evaluation process effectiveness. In addition, the Governance and Sustainability Committee routinely evaluates the size, structure, composition, and function of the Board and its committees. These evaluations help the Governance and Sustainability Committee further refine criteria needed for service on our Board and plan for director succession and Board needs.
The evaluation process for the Board and each Board committee includes the following:
COMMITTEE EVALUATION & ASSESSMENT
BOARD EVALUATION & ASSESSMENT
INCORPORATING FEEDBACK
An internal survey of Board committee performance is circulated to our directors during the fourth quarter of every year.
The survey focuses on areas critical to Board committee effectiveness including:
Meeting Effectiveness
Committee Chair Effectiveness
Director Preparation
Overall Committee Effectiveness
An internal survey of Board performance is circulated to our directors during the fourth quarter of every year.
The survey focuses on areas critical to Board effectiveness including:
Individual Director Responsibilities
Board Role/Duties and Preparation
Board Preparation, Meetings and Agendas
Board Chair Effectiveness
Board Organization
Survey results are collected, analyzed, and presented in the aggregate to all directors and include a comparison to the previous year's survey results.
Survey results are discussed at the Board and Governance and Sustainability committee meeting during the first quarter of the year.
2 RECRUIT DIRECTORS WITH APPLICABLE SKILLS, EXPERIENCE, AND PERSPECTIVES
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.
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, 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 2027 annual meeting of stockholders, our corporate secretary must receive notices not earlier than December 29, 2026, and not later than January 28, 2027.
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.
A stockholder or group of up to 25 stockholders.
Owning at least 3%of our outstanding common stock.
Continuously for 3 yearsas of the date of the stockholder notice and through the annual meeting.
May nominate and include in our proxy statement the greater of two director candidates or 20% of the Board.
If the stockholders provide notice satisfying the requirements in our Bylaws, and the nominees satisfy the requirement in our By-laws.
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 2027 annual meeting of stockholders, our corporate secretary must receive such notice not earlier than October 19, 2026, and not later than November 18, 2026.
The above-described notice and procedures are summaries and are not complete. For further information, please refer to our Bylaws, which are included as an exhibit to our annual report on Form 10-K filed with the SEC and available on our website at https://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 2027 annual meeting of stockholders, our corporate secretary must receive such notice no later than March 1, 2027.
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.
3 ASSESS DIRECTOR NOMINEES AND MAKE RECOMMENDATIONS
For new director nominees, the Governance and Sustainability Committee conducts a preliminary assessment of each candidate's resume, other biographical and background information, and willingness to serve. The Governance and Sustainability Committee considers a variety of factors, including each nominee's independence, financial literacy, personal and professional accomplishments, and skills, experience, and attributes in light of the Company's needs and priorities.
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.
For incumbent director nominees, the Governance and Sustainability Committee also considers the following:
Attendance.The Governance and Sustainability Committee receives a quarterly report on director attendance at Board and committee meetings.
Composition.The Governance and Sustainability Committee receives a quarterly report on Board composition that includes information on director's background experience, tenure, mandatory retirement schedules, and the Board Skills Matrix.
Participation and Preparedness.The Governance and Sustainability Committee reviews the annual Board and Board committee evaluations.
Time Commitments.The Governance and Sustainability Committee receives a quarterly report on director service on other company boards. Our Corporate Governance Guidelines prohibit directors that serve on our Board from serving on more than four public company boards (including our Board) without Board approval. Additionally, any directors who are executive officers of public companies should limit their service as directors to only two public company boards (including our Board). Similarly, our Corporate Governance Guidelines prohibit an Audit Committee member from serving on more than three Audit Committees (including our Board) without Board approval. Before accepting a position on another public company Board, directors must notify the CEO, Board Chair, and independent Lead Director, so that the Governance and Sustainability Committee can evaluate continued independence, any potential related party transactions, and overall time commitment.
4 APPOINT DIRECTORS AND RECOMMEND DIRECTORS FOR ELECTION
The Board may elect, by a majority vote, a director nominee recommended by the Governance and Sustainability Committee to our 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.
5 ELECT DIRECTORS ANNUALLY BY MAJORITY STOCKHOLDER VOTE
Stockholders annually elect the directors who will serve on our Board at the annual meeting of stockholders. Such election is conducted by applying a majority voting standard in uncontested elections and a plurality voting standard for contested elections as described in further detail in the "Election of Directors" section.
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 management 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 Federal Energy Regulatory Commission 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 capital management focusing on leadership development, succession planning, and talent recruitment, management, and retention; and
an overview of the duties and responsibilities of each Board standing committee.
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 OversightBoard of Directors
Oversees risk management, including the process for identifying, assessing, and managing risks.
Shapes 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.
Standing Board Committees* *As of March 18, 2026
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.
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.
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.
The Board reviews at least annually its leadership structure to evaluate whether it remains appropriate for the Company. Pursuant to our By-laws and Corporate Governance Guidelines, the positions of Board Chair and President and CEO may be held by the same or different persons. In 2011, the Board separated the offices of Board Chair and CEO and elected an independent director as Board Chair. Stephen Bergstrom served as our Non-Executive Board Chair from 2017 until July 2025.
Upon Mr. Armstrong's retirement as President and CEO in July 2025, the Board asked Mr. Armstrong to continue to serve on the Board as executive Board Chair. The Board believes Mr. Armstrong is currently in the best position to serve as executive Board Chair due to his proven leadership skills and deep understanding of the Company and the industry. Following this transition, Mr. Bergstrom continued his role of leading the independent directors as the independent Lead Director. The Board believes Mr.
Bergstrom is currently in the best position to serve as independent Lead Director due to his successful tenure as non-executive Board Chair for the past 8 years and his broad industry knowledge. At this time, the Board believes that having an executive Board Chair and independent Lead Director is the most appropriate Board leadership structure. The Board retains the flexibility to revise the structure based upon its periodic assessment and thoughtful review of the Company's needs and leadership.
Executive Board Chair
Independent Lead Director
Key Responsibilities:
Ensuring robust, independent oversight of the Company's leadership and promoting effective corporate governance.
Consulting with and providing input to the Board Chair regarding Board meeting agendas.
Serving as a liaison between the independent directors and the executive Board Chair.
Convening meetings of the independent directors as needed.
Presiding at all executive sessions or meetings of the independent directors and presiding at Board meetings at the request or absence of the executive Board Chair.
Overseeing the performance evaluation of the executive Board Chair and the President and CEO.
Receiving correspondence from stockholders wishing to communicate with non-management directors.
STEPHEN W. BERGSTROM
In Position Since:2025
Director Since:2016
Key Responsibilities:
Setting the Board meeting agenda, in consultation with the independent Lead Director and President and CEO.
Acting as liaison between the Board and management and overseeing the appropriate flow of information to the Board.
Assisting the Board committee chairs in preparing agendas.
Presiding at Board meetings.
Chairing the annual meeting of stockholders or any special meetings of the stockholders.
ALAN S. ARMSTRONG
In Position Since:2025
Director Since:2011
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The Williams Companies Inc. published this content on March 18, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on March 18, 2026 at 13:29 UTC.
