approves executive compensation philosophy, policies, and programs that align the
interests of our executive officers with those of our stockholders;
oversees the material risks associated with compensation structure, policies, and
programs;
assesses the results of the advisory votes on executive compensation;
recommends to the Board equity-based compensation plans;
recommends to the Board cash-based incentive compensation plans for the NEOs and other
executives;
sets corporate goals and objectives for compensation for the NEOs and other
executives;
evaluates the NEOs and certain other executives performance in light of
those goals and objectives;
approves the NEOs and certain other executives compensation, including
salary, incentive compensation, equity-based compensation, and any other remuneration;
reviews annually succession plans relating to the CEO and other executive officer
positions, including plans to develop diverse candidates for leadership roles;
approves, amends, modifies, or terminates, in its settlor
(non-fiduciary)
capacity, the terms of any benefit plan that does not require stockholder approval;
reviews and discusses with management and, based on the review and discussions,
recommends to the Board the Compensation Discussion and Analysis required by the SEC for inclusion in the annual proxy statement and annual report on Form
10-K;
reviews annually and recommends to the Board the appropriate compensation of
non-employee
directors;
develops, reviews, recommends for Board approval, and then monitors the
directors and executive officers compliance with, Williams stock ownership policy;
reviews and recommends for Board approval the terms of Williams
change-in-control
program;
assesses any potential conflicts of interest raised by the compensation consultants
retained by management or the Committee and assesses the independence of any Compensation and Management Development Committee advisor; and
reviews annually its charter and performance.
Independence Requirements
The Board has determined that all members of the Compensation and
Management Development Committee meet the heightened independence requirements under the NYSEs rules for persons serving on compensation committees.
Independent Executive Compensation Advisor
The Compensation and Management Development Committee has selected and retained Frederic W. Cook & Co., an independent executive compensation
consulting firm, to provide competitive market data and advice related to the CEOs compensation level and incentive design; review and evaluate management-developed market data and recommendations on compensation levels, incentive mix, and
incentive design for NEOs and certain other executives (excluding the CEO); develop the selection criteria and recommend comparator companies for executive compensation and performance comparisons; provide information on executive compensation
trends and their implications to Williams; and provide competitive market data and advice on
non-employee
director compensation.
The Compensation and Management Development Committee evaluates the
independence of Frederic W. Cook & Co., including consideration of the factors specified in Rule
10C-1
under the Exchange Act and the NYSEs rules to ensure that the advisors maintain objectivity
and independence when rendering advice to the Committee. Frederic W. Cook & Co. does not provide any additional services to Williams. The compensation consultant reports to the Compensation and Management Development Committee and is
independent of management. The Compensation and Management Development Committee has determined that the services Frederic W. Cook & Co. provides to the Committee are not subject to a conflict of interest.
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