DEF 14A of Williams Companies, Inc., Mar 19, 2025

DEF 14A of Williams Companies, Inc.

Filed Mar 19, 2025 · FY20240001193125-25-057277

Open on EDGAR

  1. Director Nominee Skills, Experience, and Attributes*

    Director Nominee Skills, Experience, and Attributes*

  2. Director Nominee Skills, Experience, and Attributes*

    | | | | | | | | | | | | | | 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 ESG policies and strategies or transitioning to alternative non-hydrocarbon energy sources. | | | | | | | | | | | | | Age | 62 | 67 | 71 | 52 | 53 | 66 | 67 | 64 | 72 | 68 | 72 | | Gender | M | M | M | F | F | M | M | F | M | M | M | | Black or African-American | | | | | | | | | | | |

  3. Director Nominee Skills, Experience, and Attributes*

    *Reflects the anticipated composition of the Board at the conclusion of the Annual Meeting, assuming stockholders elect all nominees to the Board. Age is calculated as of April 29, 2025.

  4. Director Nominee Skills, Experience, and Attributes*

    | Williams Companies | 2025 Proxy Statement | 10 |

  5. Director Biographies

    Director Biographies Below is the biographical information as of April 29, 2025, for each director nominee.

  6. Director Biographies

    | Alan S. Armstrong President and Chief Executive Officer, The Williams Companies, Inc. | | | AGE: 62 DIRECTOR SINCE: 2011 MANDATORY RETIREMENT YEAR: 2038 | EDUCATION: • BS, Civil Engineering, University of Oklahoma |

  7. Director Biographies

    | QUALIFICATIONS Mr. Armstrong has served as Director, President, and Chief Executive Officer of the Company since 2011. During his tenure, Williams has expanded its reach, currently handling about one-third of all U.S. natural gas volumes through gathering, processing, transportation, and storage services. In addition, Mr. Armstrong served as Chairman of the Board and Chief Executive Officer of the general partner of Williams Partners L.P. (“WPZ”), the master limited partnership, that prior to its 2018 merger with Williams, owned most of Williams’ gas pipeline and domestic midstream assets. Prior to being named CEO, Mr. Armstrong led the Company’s North American midstream and olefins businesses as Senior Vice President — Midstream. Previously, Mr. Armstrong served as Vice President of Gathering and Processing from 1999 to 2002; Vice President of Commercial Development from 1998 to 1999; Vice President of Retail Energy Services from 1997 to 1998; and Director of Commercial Operations for the Company’s midstream business in the Gulf Coast region from 1995 to 1997. He joined Williams in 1986 as an engineer. Mr. Armstrong serves as a member of the Business Roundtable, the American Petroleum Institute, and the National Petroleum Council. He also serves on the board of Junior Achievement USA and the Board of Trustees for the University of Oklahoma Foundation. COMMITTEES None CURRENT PUBLIC COMPANY DIRECTORSHIPS BOK Financial Corporation • Credit Committee PRIOR PUBLIC COMPANY DIRECTORSHIPS (within the last 5 years) None | SKILLS AND EXPERIENCE | | | | | | | | Capital Markets, Capital Allocation, and Commodities Trading | Human Capital Management | | | | | | | Corporate Governance & Public Company Board | Information Technology and Cybersecurity | | | | | | | Energy Industry | Mergers & Acquisitions | | | | | | | Engineering & Construction | Operations/ Environmental, Health and Safety | | | | | | | Environmental | Strategy Development/ Risk Management | | | | | | | Executive Leadership | Sustainability | | | | | | | Government, Legal, Public Policy or Regulatory | |

  8. Director Biographies

    | 11 | Williams Companies | 2025 Proxy Statement |

  9. Director Biographies

    | Stephen W. Bergstrom Retired Board Chair, President, and Chief Executive Officer, American Midstream Partners, GP, LLC | | | INDEPENDENT AGE: 67 DIRECTOR SINCE: 2016 MANDATORY RETIREMENT YEAR: 2033 | EDUCATION: • BS, Industrial Administration, Iowa State University |

  10. Director Biographies

    | QUALIFICATIONS Mr. Bergstrom brings to our Board 44 years of experience with natural gas midstream operations and electric utilities as well as prior board experience. He was a director on the Board of American Midstream Partners GP, LLC, a natural gas gathering, processing, and transporting company until it merged with ArcLight Capital Partners, LLC in July 2019. From 2013 to 2015, he served as Executive Board Chair, President, and Chief Executive Officer of American Midstream Partners’ general partner. Mr. Bergstrom acted as an exclusive consultant to ArcLight Capital Partners, an energy-focused investment firm, from 2003 to 2015, assisting ArcLight in connection with its energy investments. From 1986 to 2002, Mr. Bergstrom served in several leadership roles for Natural Gas Clearinghouse, which became Dynegy, Inc., a major electric utility company. Mr. Bergstrom acted in various capacities at Dynegy, ultimately serving as President and Chief Operating Officer. Mr. Bergstrom began his career with Transco Energy Company, Inc. in 1980. NON-EXECUTIVE BOARD CHAIR COMMITTEES • Compensation and Management Development • Governance and Sustainability CURRENT PUBLIC COMPANY DIRECTORSHIPS None PRIOR PUBLIC COMPANY DIRECTORSHIPS (within the last 5 years) None | SKILLS AND EXPERIENCE | | | | | | | | Capital Markets, Capital Allocation, and Commodities Trading | Executive Leadership | | | | | | | Corporate Governance & Public Company Board | Human Capital Management | | | | | | | Energy Industry | Mergers & Acquisitions | | | | | | | Engineering & Construction | Operations/ Environmental, Health and Safety | | | | | | | Environmental | Strategy Development/ Risk Management |

  11. Director Biographies

    | Williams Companies | 2025 Proxy Statement | 12 |

  12. Director Biographies

    | Michael A. Creel Retired Director and Chief Executive Officer, Enterprise Products Partners L.P. | | | INDEPENDENT AGE: 71 DIRECTOR SINCE: 2016 MANDATORY RETIREMENT YEAR: 2029 | EDUCATION: • BS, Accounting, McNeese State University • Certified Public Accountant |

  13. Director Biographies

    | QUALIFICATIONS Mr. Creel is an executive with 45 years of energy experience, including 20 years on large public company boards and 8 years at the helm of a large publicly-traded energy infrastructure company. Mr. Creel previously served as a director and Chief Executive Officer of Enterprise Products Partners L.P. from 2007 until his retirement in 2015. Earlier, he served in positions of increasing responsibility with the company since 1999. He was also Group Vice Chairman at EPCO, Inc., and Executive Vice President and Chief Financial Officer at Duncan Energy Partners, L.P., a company engaged in natural gas liquids transportation, fractionation, marketing and storage, and petrochemical product transportation, gathering, and marketing. He was also President and Chief Executive Officer at the general partner of Enterprise GP Holdings L.P. and held a number of executive management positions with Shell affiliates Tejas Energy and NorAm Energy Corp. COMMITTEES • Audit • Environmental, Health and Safety (Chair) CURRENT PUBLIC COMPANY DIRECTORSHIPS None PRIOR PUBLIC COMPANY DIRECTORSHIPS (within the last 5 years) None | SKILLS AND EXPERIENCE | | | | | | | | Capital Markets, Capital Allocation, and Commodities Trading | Finance & Accounting | | | | | | | Corporate Governance & Public Company Board | Human Capital Management | | | | | | | Energy Industry | Information Technology and Cybersecurity | | | | | | | Environmental | Mergers & Acquisitions | | | | | | | Executive Leadership | Strategy Development/ Risk Management |

  14. Director Biographies

    | 13 | Williams Companies | 2025 Proxy Statement |

  15. Director Biographies

    | Stacey H. Doré Executive Vice President of Public Affairs and Chief Strategy and Sustainability Officer, Vistra Corp. | | | INDEPENDENT AGE: 52 DIRECTOR SINCE: 2021 MANDATORY RETIREMENT YEAR: 2048 | EDUCATION: • JD, Harvard Law School • BA, Journalism, University of Southwestern Louisiana |

  16. Director Biographies

    | QUALIFICATIONS Ms. Doré brings to our Board 27 years of experience in energy and law as well as frontline perspective from her current role in corporate strategy, public affairs, and sustainability. She has been working in the power sector on transitioning away from coal and reducing carbon footprint for more than a decade. In August 2022, she was named Executive Vice President of Public Affairs and was named the first Chief Strategy and Sustainability Officer for Vistra Corp., the largest competitive integrated power generation and retail company in the United States. Ms. Doré previously served as President and Chief Executive Officer of Sharyland Utilities, LLC, a regulated Texas-based electric transmission utility. She also served as Senior Vice President of Utility and Power Operations for Hunt Energy, a diversified global company that invests in oil and gas exploration and production, refining, and electric power projects. Prior to this, she served as Senior Vice President and General Counsel of InfraREIT, Inc. until its sale in 2019. Ms. Doré previously held leadership positions of increasing responsibility with Energy Future Holdings, a privately held company with a portfolio of competitive and regulated energy companies, eventually serving as Executive Vice President, General Counsel, and Co-Chief Restructuring Officer. Before her entry into the energy industry, Ms. Doré practiced law for more than a decade with Vinson & Elkins. COMMITTEES • Audit • Governance and Sustainability (Chair) CURRENT PUBLIC COMPANY DIRECTORSHIPS None PRIOR PUBLIC COMPANY DIRECTORSHIPS (within the last 5 years) None | SKILLS AND EXPERIENCE | | | | | | | | Corporate Governance & Public Company Board | Information Technology and Cybersecurity | | | | | | | Energy Industry | Mergers & Acquisitions | | | | | | | Executive Leadership | Operations/ Environmental, Health and Safety | | | | | | | Finance & Accounting | Strategy/ Development/ Risk Management | | | | | | | Government, Legal, Public Policy or Regulatory | Sustainability | | | | | | | Human Capital Management | |

  17. Director Biographies

    | Williams Companies | 2025 Proxy Statement | 14 |

  18. Director Biographies

    | Carri A. Lockhart Former Executive Vice President, Technology, Digital and Innovation, Equinor | | | INDEPENDENT AGE: 53 DIRECTOR SINCE: 2023 MANDATORY RETIREMENT YEAR: 2046 | EDUCATION: • BS, Petroleum Engineering, Montana College of Mineral Science Technology |

  19. Director Biographies

    | QUALIFICATIONS With over two decades of experience in the international energy industry, Ms. Lockhart has a broad background in production operations, facility management, and business development. Additionally, she has experience as the Chief Technology Officer for an energy company where she was responsible for developing technology to progress renewables and the energy transition, leading the information technology organization, and driving the digital agenda. Ms. Lockhart formerly served as Equinor’s (formerly known as Statoil, the Norwegian state oil company) Executive Vice President, Technology, Digital & Innovation in Oslo, Norway. Previously, she served as Equinor’s Senior Vice President Portfolio & Partner Operated in Development & Production International. Prior to this, she was Senior Vice President for Equinor’s U.S. Offshore business. 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 brings perspective to our Board from service on two other energy industry boards: Innovex International, Inc. (merged with Dril-Quip, Inc in September 2024), a publicly traded energy services provider, and Ascent Resources LLC, a private exploration and production company operating in the Utica Shale region. COMMITTEES • Compensation and Management Development • Environmental, Health and Safety CURRENT PUBLIC COMPANY DIRECTORSHIPS Innovex International, Inc., • Audit • Nominating and Governance (Chair) • Compensation PRIOR PUBLIC COMPANY DIRECTORSHIPS (within the last 5 years) Dril-Quip, Inc. | SKILLS AND EXPERIENCE | | | | | | | | Corporate Governance & Public Company Board | Information Technology and Cybersecurity | | | | | | | Energy Industry | Mergers & Acquisitions | | | | | | | Engineering & Construction | Operations/ Environmental, Health and Safety | | | | | | | Environmental | Strategy Development/ Risk Management | | | | | | | Executive Leadership | Sustainability | | | | | | | Human Capital Management | |

  20. Director Biographies

    | 15 | Williams Companies | 2025 Proxy Statement |

  21. Director Biographies

    | Richard E. Muncrief Retired Director, President, and Chief Executive Officer, Devon Energy Corporation | | | INDEPENDENT AGE: 66 DIRECTOR SINCE: 2022 MANDATORY RETIREMENT YEAR: 2034 | EDUCATION: • BS, Petroleum Engineering Technology, Oklahoma State University |

  22. Director Biographies

    | QUALIFICATIONS Mr. Muncrief has more than 44 years of experience in the oil and gas industry, including a strong background in operations, mergers and 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. 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 • Environmental, Health and Safety CURRENT PUBLIC COMPANY DIRECTORSHIPS None PRIOR PUBLIC COMPANY DIRECTORSHIPS (within the last 5 years) WPX Energy, Inc. Devon Energy Corporation | SKILLS AND EXPERIENCE | | | | | | | | Corporate Governance & Public Company Board | Information Technology and Cybersecurity | | | | | | | Energy Industry | Mergers & Acquisitions | | | | | | | Engineering & Construction | Operations/ Environmental, Health and Safety | | | | | | | Environmental | Strategy Development/ Risk Management | | | | | | | Executive Leadership | Sustainability | | | | | | | Human Capital Management | |

  23. Director Biographies

    | Williams Companies | 2025 Proxy Statement | 16 |

  24. Director Biographies

    | Peter A. Ragauss Retired Senior Vice President and Chief Financial Officer, Baker Hughes Company | | | INDEPENDENT AGE: 67 DIRECTOR SINCE: 2016 MANDATORY RETIREMENT YEAR: 2033 | EDUCATION: • MBA, Harvard Business School • BS, Mechanical Engineering, Michigan State University |

  25. Director Biographies

    | QUALIFICATIONS Mr. Ragauss brings to our Board extensive finance and accounting expertise specific to the energy industry. He retired from Baker Hughes Company, an oilfield services company, in November 2014, after serving eight years as Senior Vice President and Chief Financial Officer. From 2003 to 2006, prior to joining Baker Hughes, Mr. Ragauss was Controller, Refining and Marketing for BP Plc. From 2000 to 2003, he was Chief Executive Officer for Air BP. From 1998 to 2000, he was Assistant to Group Chief Executive for BP Amoco. He was Vice President of Finance and Portfolio Management for Amoco Energy International when Amoco Corporation merged with BP Plc. in 1998. Earlier in his career, from 1996 to 1998, Mr. Ragauss served as Vice President of Finance for El Paso Energy International. He held positions of increasing responsibility at Tenneco Inc. from 1993 to 1996 and Kidder, Peabody & Co. Incorporated from 1987 to 1993. He currently serves as a director of Skulte LNG, a private energy company in Latvia. COMMITTEES • Audit • Governance and Sustainability CURRENT PUBLIC COMPANY DIRECTORSHIPS APA Corporation • Audit PRIOR PUBLIC COMPANY DIRECTORSHIPS (within the last 5 years) None | SKILLS AND EXPERIENCE | | | | | | | | Capital Markets, Capital Allocation, and Commodities Trading | Finance & Accounting | | | | | | | Corporate Governance & Public Company Board | Information Technology and Cybersecurity | | | | | | | Energy Industry | Mergers & Acquisitions | | | | | | | Executive Leadership | |

  26. Director Biographies

    | 17 | Williams Companies | 2025 Proxy Statement |

  27. Director Biographies

    | Rose M. Robeson Retired Group Vice President and Chief Financial Officer, DCP Midstream LLC | | | INDEPENDENT AGE: 64 DIRECTOR SINCE: 2020 MANDATORY RETIREMENT YEAR: 2036 | EDUCATION: • BS, Accounting, Northwest Missouri State University • Certified Public Accountant (inactive) |

  28. Director Biographies

    | QUALIFICATIONS Ms. Robeson brings over 42 years of experience in accounting and finance expertise as well as experience from other public company boards in the energy industry. She currently serves on the 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 previously held positions of increasing responsibility with Total Petroleum, Inc. and Ernst & Young and was recognized to the “Top Women in Energy — 2014” by the Denver Business Journal. From 2014 to 2016, she served as a director of American Midstream GP, LLC, the general partner of American Midstream Partners, LP. From 2017 to 2019, she served as a director of AMGP GP LLC, the general partner of Antero Midstream GP LP, a publicly traded limited partnership. In March 2019, when Antero Midstream Corporation was formed, she continued to serve as a director until 2022. She served as a director of Tesco Corporation until its acquisition by Nabors Industries Ltd. in 2017. COMMITTEES • Audit (Chair) • Environmental, Health and Safety CURRENT PUBLIC COMPANY DIRECTORSHIPS SM Energy Company • Governance and Sustainability • Compensation (Chair) 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 | SKILLS AND EXPERIENCE | | | | | | | | Capital Markets, Capital Allocation, and Commodities Trading | Human Capital Management | | | | | | | Corporate Governance & Public Company Board | Information Technology and Cybersecurity | | | | | | | Energy Industry | Mergers & Acquisitions | | | | | | | Executive Leadership | Strategy Development/ Risk Management | | | | | | | Finance & Accounting | |

  29. Director Biographies

    | Williams Companies | 2025 Proxy Statement | 18 |

  30. Director Biographies

    | Scott D. Sheffield Retired Director and Chief Executive Officer, Pioneer Natural Resources Company | | | INDEPENDENT AGE: 72 DIRECTOR SINCE: 2016 MANDATORY RETIREMENT YEAR: 2028 | EDUCATION: • BS, Petroleum Engineering, The University of Texas |

  31. Director Biographies

    | 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 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 Chief Executive Officer of Pioneer Natural Resources Company (“Pioneer”), a large domestic upstream oil and gas company. He retired on December 31, 2023 as CEO and remained as a director until May 2024. Mr. Sheffield served as the founding Chief Executive Officer of Pioneer from August 1997 until his retirement in December 2016, and he also served as board chair from 1999 until 2019 when he returned as the CEO. Mr. Sheffield was the CEO of Parker and Parsley Petroleum Company, a predecessor company of Pioneer, from 1985 until it merged with MESA, Inc. to form Pioneer in 1997. Mr. Sheffield joined Parker and Parsley as a petroleum engineer in 1979, was promoted to Vice President of Engineering in 1981, was elected President and a director in 1985, and became board chair and Chief Executive Officer in 1989. Mr. Sheffield served as a director of Santos Limited, an Australian exploration and production company, from 2014 to 2017. He previously served as a director from 1996 to 2004 on the board of Evergreen Resources, Inc., an independent natural gas energy company. COMMITTEES • Compensation and Management Development • Environmental, Health and Safety CURRENT PUBLIC COMPANY DIRECTORSHIPS None PRIOR PUBLIC COMPANY DIRECTORSHIPS (within the last 5 years) Pioneer Natural Resources Company | SKILLS AND EXPERIENCE | | | | | | | | Capital Markets, Capital Allocation, and Commodities Trading | Human Capital Management | | | | | | | Corporate Governance & Public Company Board | Information Technology and Cybersecurity | | | | | | | Energy Industry | Mergers & Acquisitions | | | | | | | Engineering & Construction | Operations/ Environmental, Health and Safety | | | | | | | Environmental | Strategy Development/ Risk Management | | | | | | | Executive Leadership | Sustainability |

  32. Director Biographies

    | 19 | Williams Companies | 2025 Proxy Statement |

  33. Director Biographies

    | William H. Spence Retired Board Chair, President, and 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 |

  34. Director Biographies

    | QUALIFICATIONS Mr. Spence brings to our Board experience with electric utilities and natural gas as well as alternative energy sources, including nuclear energy. He is the retired chair of the board of PPL Corporation. At the time of his retirement, the PPL family of companies held assets of more than $40 billion, delivering electricity and natural gas to about 10 million customers in the United States and the United Kingdom. Mr. Spence was named PPL President and Chief Executive Officer in 2011 and elected Chair in 2012. Previously, he had 19 years of service with Pepco Holdings, Inc., where he held a number of senior management positions. He currently serves on the board of Pinnacle West Capital Corporation, who provides solar power and battery storage. Additionally, Mr. Spence has served on various industry boards, including the Edison Electric Institute, which is the association representing all United States investor-owned electric companies, and the Electric Power Research Institute, which is an independent research organization related to emerging technologies. As part of his service on industry boards, he has participated in, and lead initiatives related to cyber and physical security, the environment, and electric reliability. COMMITTEES • Compensation and Management Development (Chair) • Governance and Sustainability CURRENT PUBLIC COMPANY DIRECTORSHIPS Pinnacle West Capital Corporation • Finance • Corporate Governance and Public Responsibility • Nuclear and Operating (Chair) PRIOR PUBLIC COMPANY DIRECTORSHIPS (within the last 5 years) PPL Corporation | SKILLS AND EXPERIENCE | | | | | | | | Capital Markets, Capital Allocation, and Commodities Trading | Human Capital Management | | | | | | | Corporate Governance & Public Company Board | Information Technology and Cybersecurity | | | | | | | Energy Industry | Mergers & Acquisitions | | | | | | | Engineering & Construction | Operations/ Environmental, Health and Safety | | | | | | | Environmental | Strategy Development/ Risk Management | | | | | | | Executive Leadership | Sustainability | | | | | | | Finance & Accounting | |

  35. Director Biographies

    | Williams Companies | 2025 Proxy Statement | 20 |

  36. Director Biographies

    | Jesse J. Tyson Retired President and Chief Executive Officer, ExxonMobil Inter-Americas | | | INDEPENDENT AGE: 72 DIRECTOR SINCE: 2022 MANDATORY RETIREMENT YEAR: 2028 | EDUCATION: • MBA, The Ohio State University • BA, Economics, Lane College |

  37. Director Biographies

    | QUALIFICATIONS Mr. Tyson brings 37 years of experience in the energy industry from his longstanding career with ExxonMobil Corporation. Early/mid-career, he developed Exxon’s US affiliate’s annual financial plan. In addition, he provided oversight of their US fuel distribution operations, including bulk storage, ground, and pipeline transportation. He served as Global Aviation Director from October 2008 to March 2011, President and Chief Executive Officer of Exxon Mobil Inter-Americas from October 2002 to October 2008, and Global Customer Service & Logistics Manager from January 2000 to October 2002. He led the global call center consolidation for ExxonMobil. Previously, he held numerous management positions with ExxonMobil. Upon retirement from ExxonMobil in 2011, he became President and Chief Executive Officer of the National Black MBA Association from January 2012 to June 2018. In addition to his 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. COMMITTEES • Audit • Governance and Sustainability CURRENT PUBLIC COMPANY BOARDS None PRIOR PUBLIC COMPANY BOARDS (within the past 5 years) None | SKILLS AND EXPERIENCE | | | | | | | | Energy Industry | Mergers & Acquisitions | | | | | | | Engineering & Construction | Operations/ Environmental, Health and Safety | | | | | | | Environmental | Strategy Development/ Risk Management | | | | | | | Executive Leadership | Sustainability | | | | | | | Finance & Accounting | | | | | | | | Human Capital Management | |

  38. Director Biographies

    | 21 | Williams Companies | 2025 Proxy Statement |

  39. Director Compensation

    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:

  40. Director Compensation

    | 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. |

  41. Director Compensation

    Directors who perform additional leadership roles receive the following compensation:

  42. Director Compensation

    | LEADERSHIP ROLE | TYPE OF PAYMENT | AMOUNT PAID | TERMS OF PAYMENT | | Non-Executive Board Chair | Annual Equity Retainer (RSU) | $200,000 | Paid annually on the date of the annual meeting and deferred until the director’s retirement from the Board. Dividend equivalents on the RSUs are reinvested until distribution. | | Audit Committee Chair | Annual Cash Retainer | $30,000 | Paid in quarterly installments. | | Compensation & Management Development Committee Chair | Annual Cash Retainer | $20,000 | Paid in quarterly installments. | | Environmental, Health & Safety Committee Chair | Annual Cash Retainer | $20,000 | Paid in quarterly installments. | | Governance and Sustainability Committee Chair | Annual Cash Retainer | $20,000 | Paid in quarterly installments. |

  43. Director Compensation

    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. The annual retainer last increased from $275,000 to $290,000 in 2022 for the 2022-2023 fiscal year. Prior to the 2022 change, the annual retainers for the non-employee director compensation program had not changed since 2017. The annual equity retainer is deferred until the director’s retirement from the Board. Non-employee directors generally receive their compensation for a fiscal year beginning on the date of the annual stockholders meeting. The following table shows how compensation is paid to individuals who become non-employee directors after the annual meeting. In this case, the equity retainer would be paid the first of the month following appointment, and the cash retainers will be paid on the scheduled quarterly payment dates.

  44. Director Compensation

    | 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 |

  45. Director 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.

  46. Director Compensation

    | 23 | Williams Companies | 2025 Proxy Statement |

  47. Director Compensation for Fiscal Year 2024

    Director Compensation for Fiscal Year 2024 The compensation earned by each director for 2024 service is outlined in the following table:

  48. Director Compensation for Fiscal Year 2024

    | NAME | FEES EARNED OR PAID IN CASH (1) | FEES EARNED OR PAID IN STOCK (2) | OPTION AWARDS | NON-EQUITY INCENTIVE PLAN COMPENSATION | CHANGE IN PENSION VALUE AND NONQUALIFIED DEFERRED COMPENSATION EARNINGS | ALL OTHER COMPENSATION (3) | TOTAL | | Stephen W. Bergstrom | $118,750 | $384,981 | $— | $— | $— | $30,000 | $533,731 | | Michael A. Creel | 138,750 | 185,010 | — | — | — | $5,000 | 328,760 | | Stacey H. Doré | 138,750 | 185,010 | — | — | — | $5,000 | 328,760 | | Carri A. Lockhart | 118,750 | 185,010 | — | — | — | — | 303,760 | | Richard E. Muncrief | 118,750 | 185,010 | — | — | — | $5,000 | 308,760 | | Peter A. Ragauss | 118,750 | 185,010 | — | — | — | $15,000 | 318,760 | | Rose M. Robeson | 148,750 | 185,010 | — | — | — | $5,000 | 338,760 | | Scott D. Sheffield | 118,750 | 185,010 | — | — | — | $5,000 | 308,760 | | Murray D. Smith | 118,750 | 185,010 | — | — | — | $350 | 304,110 | | William H. Spence | 138,750 | 185,010 | — | — | — | $40,000 | 363,760 | | Jesse J. Tyson | 118,750 | 185,010 | — | — | — | $20,000 | 323,760 |

  49. Director Compensation for Fiscal Year 2024

    | (1) The fees paid in cash are itemized in the following chart: |

  50. Director Compensation for Fiscal Year 2024

    | NAME | ANNUAL CASH RETAINER INCLUDING SERVICE ON TWO COMMITTEES | AUDIT COMMITTEE CHAIR RETAINER | COMPENSATION & MANAGEMENT DEVELOPMENT COMMITTEE CHAIR RETAINER | GOVERNANCE & SUSTAINABILITY COMMITTEE CHAIR RETAINER | ENVIRONMENTAL, HEALTH, & SAFETY COMMITTEE CHAIR RETAINER | TOTAL | | Bergstrom | $118,750 | $— | $— | $— | $— | $118,750 | | Creel | 118,750 | — | — | — | 20,000 | 138,750 | | Doré | 118,750 | — | — | 20,000 | — | 138,750 | | Lockhart | 118,750 | — | — | — | — | 118,750 | | Muncrief | 118,750 | — | — | — | — | 118,750 | | Ragauss | 118,750 | — | — | — | — | 118,750 | | Robeson | 118,750 | 30,000 | — | — | — | 148,750 | | Sheffield | 118,750 | — | — | — | — | 118,750 | | Smith | 118,750 | — | — | — | — | 118,750 | | Spence | 118,750 | — | 20,000 | — | — | 138,750 | | Tyson(5) | 118,750 | — | — | — | — | 118,750 |

  51. Director Compensation for Fiscal Year 2024

    | (2) Awards were granted under the terms of the 2007 Incentive Plan and represent time-based RSUs. Amounts shown are the grant date fair value of awards computed in accordance with FASB ASC Topic 718. The assumptions used to value the stock awards can be found in our Form 10-K for the year-ended December 31, 2024. |

  52. Director Compensation for Fiscal Year 2024

    | (3) All other compensation includes matching contributions paid in 2024 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. |

  53. Director Compensation for Fiscal Year 2024

    | Williams Companies | 2025 Proxy Statement | 24 |

  54. INDEPENDENT EXECUTIVE COMPENSATION ADVISOR

    | • | provide competitive market data and advice on non-employee director compensation. |

  55. PAY PRINCIPLES

    | • | Incentive pay should balance long-term, intermediate, and short-term performance. |

  56. Comparator Group

    Comparator Group

  57. DETERMINING OUR COMPARATOR GROUP

    DETERMINING OUR COMPARATOR GROUP Companies in our executive compensation benchmarking comparator group have a range of assets, market capitalization, and enterprise value. Business consolidation and unique operating models in our industry create some challenges in identifying comparator companies. Accordingly, we take a broad view of comparability to include organizations that are similar to Williams. This results in compensation that is appropriately scaled and reflects comparable complexities in business operations. We typically aim for a comparator group of 15 to 20 companies so our comparisons will be valid. The 2024 comparator group includes 16 companies which comprise a mix of both direct business competitors and companies with whom we compete for talent. Since 2017, the Committee utilizes a smaller targeted comparator company group for the purposes of measuring Relative TSR related to our performance-based RSU awards. While not perfectly aligned to our natural gas strategy, these selected companies are more similar to our specific segment of the energy industry.

  58. HOW WE USE OUR COMPARATOR GROUP

    HOW WE USE OUR COMPARATOR GROUP We refer to publicly available information to analyze our comparator companies’ practices including how pay is divided among long-term incentives, annual incentives, base pay, and other forms of compensation. This allows the Committee to ensure competitiveness and appropriateness of proposed compensation packages. When setting pay, the Committee uses market median information of our comparator group, as opposed to market averages, to ensure that the impact of any unusual events that may occur at one or two companies during any particular year is diminished from the analysis. If an event is particularly unusual and surrounded by unique circumstances, the data is completely removed from the assessment. The smaller targeted comparator company group is used solely for the purposes of measuring Relative TSR related to our performance-based RSU awards.

  59. HOW WE USE OUR COMPARATOR GROUP

    | 63 | Williams Companies | 2025 Proxy Statement |

  60. HOW WE USE OUR COMPARATOR GROUP

    The following lists our 2024 executive compensation benchmarking comparator group and Williams’ percentile ranking compared to our peers for total assets, market capitalization, and enterprise value as originally reported for 2023:

  61. HOW WE USE OUR COMPARATOR GROUP

    | 2024 COMPENSATION PEER GROUP | | | | | CenterPoint Energy Inc. | Enbridge Inc. | Marathon Petroleum Corp. | Sempra | | Cheniere Energy Inc. | Enterprise Products Partners L.P. | ONEOK Inc. | The Southern Company | | Devon Energy Corp. | EOG Resources, Inc. | Phillips 66 | Targa Resources Corp. | | Dominion Energy, Inc. | Kinder Morgan | Pioneer Natural Resources Company | TC Energy Corp. |

  62. HOW WE USE OUR COMPARATOR GROUP

    | WILLIAMS PERCENTILE RANK VS PEERS | | | | Total Assets 42nd percentile | Market Capitalization 48th percentile | Enterprise Value 39th percentile |

  63. HOW WE USE OUR COMPARATOR GROUP

    Pioneer Natural Resources Company was acquired in 2024. While Pioneer has been removed from the comparator group, the pay decisions for 2024 had been made with Pioneer as part of the comparator group. The Committee added Occidental Petroleum (OXY) to the comparator group for 2025. The pay decisions for 2024 were not made with Occidental Petroleum as part of the comparator group. A separate comparator company group is used to specifically measure Relative TSR as it pertains to performance-based RSU awards. This group has been unchanged since introduced in 2017 awards:

  64. HOW WE USE OUR COMPARATOR GROUP

    | • Enbridge Inc. | • Kinder Morgan, Inc. | • Targa Resources Corp. | | • Energy Transfer | • ONEOK, Inc. | • TC Energy Corp. | | • Enterprise Products Partners L.P. | • Plains All American Pipeline, L.P. | • Western Midstream Partners, L.P. |

  65. Our Pay Setting Process

    Our Pay Setting Process During the first quarter of the year, the Committee completes a review to ensure we are paying competitively, equitably, and in a way that encourages and rewards performance. The compensation data of our comparator group, disclosed primarily in proxy statements, is the primary market data we use when benchmarking the competitive pay of our NEOs. Aggregate market data obtained from recognized third-party executive compensation survey companies is used to supplement and validate comparator group market data.

  66. Our Pay Setting Process

    | Although the Committee reviews relevant data as it determines compensation packages, other considerations are taken into account. Because market data alone does not reflect the strategic competitive value of various roles within our Company, internal pay equity is also considered when making pay decisions. Other considerations when making pay decisions for the NEOs include individual experience, sustained individual performance, historical pay, and tally sheets that include annual pay, benefit amounts, and the total aggregate value of the NEOs’ equity awards and holdings. | |

  67. Annual Cash Incentives

    Annual Cash Incentives As previously mentioned in the “Our Commitment to Pay for Performance” section, we pay annual cash incentives to encourage and reward our NEOs for making decisions that improve our annual operating performance through our Annual Incentive Program (“AIP”). The objectives of our AIP are to:

  68. Annual Cash Incentives

    | • | offer sufficient incentive compensation to motivate management to put forth extra effort, take prudent risks, and make effective decisions to maximize stockholder value; |

  69. Annual Cash Incentives

    | • | motivate and incent management to choose strategies and investments that maximize long-term stockholder value; |

  70. Annual Cash Incentives

    | • | provide sufficient total compensation to retain management; and |

  71. Annual Cash Incentives

    | • | limit the cost of compensation to levels that will maximize the return of current stockholders without compromising the other objectives. |

  72. Annual Cash Incentives

    NEOs’ AIP business performance is based on enterprise results of these business metrics in relation to established targets. We only use enterprise-level performance metrics for our NEOs in order to promote teamwork and collaboration by creating a shared goal for the overall Company performance. Our business performance targets are established utilizing the annual financial plan. Goals related to ROCE growth and operating margin improvement are considered when establishing the financial plan. Our incentive program allows the Committee to make adjustments to these business performance metrics to reflect certain business events. When determining which adjustments are appropriate, we are guided by the principle that incentive payments should not result in unearned windfalls or impose undue penalties. In other words, we make adjustments to ensure NEOs are not rewarded for positive results they did not facilitate nor are they penalized for certain unusual circumstances outside their control. The Committee’s independent compensation consultant, Frederick W. Cook & Co., annually compares our relative performance on various measures, including EBITDA, Earnings Per Share, and TSR with our comparator group of companies. The Committee also uses this analysis to validate the reasonableness of our AIP results. Additionally, the Committee also reviews the annual incentive payout levels for our comparator group of companies.

  73. Annual Cash Incentives

    | Williams Companies | 2025 Proxy Statement | 66 |

  74. HOW WE SET OUR ANNUAL INCENTIVE PROGRAM GOALS

    HOW WE SET OUR ANNUAL INCENTIVE PROGRAM GOALS

  75. ANNUAL INCENTIVE PROGRAM

    ANNUAL INCENTIVE PROGRAM The AIP Calculation. The 2024 AIP is based on the weighted measures of Adjusted EBITDA, Controllable Costs, and Environmental and Safety metrics. Each metric is directly aligned with our business strategy to operationally grow the business, operate safely in everything we do, and continue to align with our dividend growth strategy.

  76. ANNUAL INCENTIVE PROGRAM

    | BUSINESS PERFORMANCE METRIC & WEIGHTING | | MEASURING | IMPORTANCE | | 50% | Adjusted EBITDA | • Profit Metric | • Maintains a focus on generating expected levels of annual profit | | 35% | Controllable Costs | • Operating & Maintenance (“O&M”) and General & Administrative (“G&A”) Costs | • Encourages cost management discipline with achieving our business strategy | | 15% | Environmental and Safety | • Methane Emissions Reduction • Critical Tier 3 Loss of Primary Containment Ratio • High Potential Hazard ID to Incident Ratio | • Drives frontline employee action to address environmental and safety opportunities • Emphasizes importance of environmental and safety leadership and improvement |

  77. ANNUAL INCENTIVE PROGRAM

    The attainment percentage of AIP goals results in a payment of an annual cash incentive along a continuum between threshold and stretch levels, which in total corresponds to 0 percent through 200 percent of the NEO’s annual cash incentive target. The Adjusted EBITDA metric threshold is established at 50 percent of target while the Controllable Costs threshold is set at 0 percent of target. While the established stretch target is set at 200 percent, these two financial metrics can be extended to 300 percent of target by adding the interval between target and stretch targets to the 200 percent stretch target amount. However, under no circumstance can the total calculated AIP award exceed 200 percent of target. 2024 NEO AIP Targets. The starting point to determine annual cash incentive targets (expressed as a percentage of base pay earned during 2024) is competitive market information referencing the market median, or 50th percentile, which provides an idea of what other companies target to pay in annual cash incentives for similar jobs. We also consider the internal value of each job (i.e., how important the job is to execute our strategy compared to other jobs in the Company) before the target is set for the year. The annual cash incentive targets as a percentage of base pay for the NEOs in 2024 were as follows:

  78. ANNUAL INCENTIVE PROGRAM

    | POSITION | 2024 TARGET | | President and Chief Executive Officer | 150% | | EVP and Chief Operating Officer | 110% | | EVP, Corporate Strategic Development | 100% | | SVP and Chief Financial Officer | 90% | | SVP and General Counsel | 80% |

  79. ANNUAL INCENTIVE PROGRAM

    | 67 | Williams Companies | 2025 Proxy Statement |

  80. ANNUAL INCENTIVE PROGRAM

    Determining 2024 AIP Awards. To determine the funding of the annual cash incentive, we use the following calculation for each NEO: Based on business performance relative to the established goals, the Committee certified business performance results as 155 percent of target as follows.

  81. ANNUAL INCENTIVE PROGRAM

    | METRICS | WEIGHTING | THRESHOLD | TARGET | STRETCH @ 200% | ACTUAL | RESULT | PAYOUT% | | Adjusted EBITDA (as adjusted for AIP purposes) | 50% | $6,672 | $6,950 | $7,159 | $7,085 | 165% | 83% | | Controllable Costs | 35% | $(2,147) | $(1,947) | $(1,847) | $(1,926) | 121% | 42% | | Methane Emissions Reduction | 5% | ≤ 0.0% | 5.0% | ≥ 10.0% | 11.9% | 200% | 10% | | Critical Tier 3 Loss of Primary Containment Ratio | 5% | ≤ 9:1 | 13:1 | ≥ 17:1 | 19.98:1 | 200% | 10% | | High Potential Hazard ID to Incident Ratio | 5% | ≤ 16:1 | 20:1 | ≥ 24:1 | 44.19:1 | 200% | 10% | | 2024 AIP Business Performance % | | | | | | | 155% |

  82. ANNUAL INCENTIVE PROGRAM

    This award was paid in March 2025. It’s important to note that our metrics and associated targets were approved as part of our normal annual process and the targets were not adjusted due to other 2024 circumstances. We calculate (a) Adjusted EBITDA as: Gross margin less operating and maintenance expenses, less selling, general and administrative expenses, less other (income) and expense, plus proportionate EBITDA of joint venture partnerships; and (b) Controllable Costs as: operating and maintenance costs and selling, general and administrative costs that are under the responsibility of a cost center manager, less certain expenses that are considered less controllable (such as pension and postretirement benefit costs) or have no net impact on financial performance (such as costs that are passed directly to customers). Operating and maintenance costs, selling, general and administrative costs, and total service revenues include our

  83. ANNUAL INCENTIVE PROGRAM

    | Williams Companies | 2025 Proxy Statement | 68 |

  84. ANNUAL INCENTIVE PROGRAM

    proportional ownership share of such items recognized by certain equity method investees. The Adjusted EBITDA metric includes a commodity collar mechanism of plus or minus $100 million for the combined impact above or below Plan for Gas and NGL Marketing Services and E&P businesses. The collar did not trigger in 2024. For 2024, we utilized three environmental and safety metrics including Methane Emissions Reduction, Critical Tier 3 Loss of Primary Containment Ratio (CT3 LOPCR), and High Potential Hazard ID to Incident Ratio (HiPo HIIR). The Methane Emissions Reductions metric focuses on the Company’s commitment to reducing our methane emissions expeditiously. The CT3 LOPCR metric focuses on environmental performance and aligns with our core value of being safety driven. The metric is considered a leading indicator to more significant process safety incidents and drives to reduce Tier 1 and Tier 2 LOPC events. The HiPo HIIR metric places an emphasis on hazard identification and assessments to prevent incidents. The environmental and safety metrics are each on a payout curve. The annual performance results for the environmental and safety metrics, for the purpose of determining the final AIP business performance result, are calculated at the same time every year, which is the same time the AIP business performance is determined and approved. The final results for these environmental and safety metrics, due to this timing, could differ slightly from the AIP calculated results. Individual performance, such as success toward our strategic objectives and individual goals, and successful demonstration of the Company’s leadership competencies which exceeded expectations may be recognized through adjustments. Payments may also be adjusted downward if performance warrants. The Committee chose to apply an adjustment to certain NEOs. In total, the adjustments applied to the calculated NEO awards were less than one-half of one percent of the originally calculated awards. 2025 AIP Design. Metrics and weightings for the 2025 AIP design have been updated. The weighting for Adjusted EBITDA is being increased from 50 percent to 85 percent while the Controllable Cost metric is being removed from the program. The elements of the Controllable Costs metric, which had a weighting of 35 percent in 2024, are included in the Adjusted EBITDA metric calculation. The environmental and safety metrics will continue to be weighted at 15 percent as Methane Emissions Intensity Reduction, High Potential Hazard ID to Incident Ratio, and Critical Tier 3 Loss of Primary Containment Ratio will continue to be weighted at 5 percent each. These metrics continue our focus on environmental and safety performance, the reduction of greenhouse gasses, and align with our core value of being responsible stewards around the environment and the products we transport.

  85. ANNUAL INCENTIVE PROGRAM

    | 2025 AIP METRICS | WEIGHT | | Adjusted EBITDA | 85% | | Environmental and Safety | 15% |

  86. Long-Term Incentives

    Long-Term Incentives To determine the value for long-term incentives granted to a NEO each year, we consider the following factors:

  87. Long-Term Incentives

    | • | the market median and specific awards made to executives in similar positions within our comparator group of companies; |

  88. Long-Term Incentives

    | • | the proportion of long-term incentives relative to base pay; |

  89. Long-Term Incentives

    | • | the NEO’s impact on Company performance and ability to create value; |

  90. Long-Term Incentives

    | • | long-term business objectives; |

  91. Long-Term Incentives

    | • | the market demand for the NEO’s particular skills and experience; |

  92. Long-Term Incentives

    | • | the amount granted to other NEOs in comparable positions at the Company; |

  93. Long-Term Incentives

    | • | the NEO’s demonstrated historical performance; and |

  94. Long-Term Incentives

    | • | the NEO’s leadership performance. |

  95. Long-Term Incentives

    | 69 | Williams Companies | 2025 Proxy Statement |

  96. Long-Term Incentives

    A summary of the long-term incentive program details for 2024 are shown in the following table. The long-term incentive mix for the CEO differs from the mix for the other NEOs. Since the CEO has more opportunity to influence our financial results, the Committee considers it appropriate that a greater percentage of his long-term incentives are directly tied to performance and the Company stock price.

  97. Long-Term Incentives

    | | PERFORMANCE-BASED RSUS | TIME-BASED RSUS | | CEO Equity Mix | 60% | 40% | | NEO Equity Mix | 50% | 50% | | Term | Three years | Three years | | Frequency | Granted annually | Granted annually | | 2024 Performance Criteria | ROCE and AFFO per Share with Relative TSR as a modifier | Retention | | Vesting | Cliff vesting after three years | Cliff vesting after three years | | Payout | Upon vesting, shares are distributed based on performance certification (0% – 200%) | Upon vesting, shares are distributed | | Dividends | Dividend equivalents accrued and paid in cash upon vesting but only on earned shares | Dividend equivalents accrued and paid in cash upon vesting |

  98. Long-Term Incentives

    The long-term incentive annual equity award mix has remained unchanged since the 2019 annual grant. Dividend equivalents were added to earned performance-based RSUs beginning with the 2022 grant which paid on the earned units in early 2025.

  99. PERFORMANCE-BASED RSUS

    PERFORMANCE-BASED RSUS Performance-based RSU awards are only earned if we attain specific pre-determined performance results. The 2021, 2022, 2023, and 2024 performance-based RSU awards utilize ROCE and AFFO per Share to determine performance and the actual number of units that will vest. The 2025 performance-based RSU award utilizes Cash Return on Invested Capital (CROIC) and AFFO per Share to determine performance. Each award utilizes Relative TSR as a performance modifier. Beginning with the 2022 awards, performance-based RSUs accrue cash dividend equivalents which would only pay on any earned units upon the vesting and distribution of the award. 2021 Performance-based RSU Awards. The 2021 performance-based RSU awards, granted on February 24, 2021, utilized two equally weighted metrics to measure performance and could result in a payout range from 0 percent to 200 percent of target. ROCE and AFFO per Share were each weighted at 50 percent and both were measured against pre-established targets. Additionally, the calculated result from these weighted financial metrics could be increased or decreased by 25 percent of the calculated result utilizing a Relative TSR metric. If our TSR relative to our peer company group was in the top three companies, the calculated result will be increased by 25 percent, while the calculated result will be decreased by 25 percent if our TSR relative to our peer company group is in the bottom three companies. However, under no circumstance can the total calculated award exceed 200 percent of target. The ROCE performance target for this award was set at 8.30 percent, a 10.7 percent increase above the 7.50% target established for the prior year’s award. AFFO per Share was a new metric introduced in this 2021 award. Both metrics exceeded stretch targets. Williams TSR during this period produced a 25.1 percent annualized return. Because our Relative TSR was not in the top or lower third of our peer company group, no adjustment was made.

  100. PERFORMANCE-BASED RSUS

    | Williams Companies | 2025 Proxy Statement | 70 |

  101. PERFORMANCE-BASED RSUS

    The 2021 performance-based award, which vested in February 2024, distributed 200 percent of the targeted number of RSUs awarded.

  102. PERFORMANCE-BASED RSUS

    | | PERFORMANCE-BASED RSU METRICS | WEIGHTING (%) | THRESHOLD | TARGET | STRETCH | METRIC RESULT | WEIGHTED RESULT | | | 2023 ROCE | 50% | 8.00% | 8.30% | 8.70% | 200.0% | 100.0% | | | | | Actual: 9.97% | | | | | | | 2023 AFFO per Share | 50% | $3.15 | $3.25 | $3.35 | 200.0% | 100.0% | | | | | Actual: $4.27 | | | | | | | Relative TSR | | —Modifier may increase or decrease result by 25% +/-%— | | | n/a | — | | | | | Actual: 6th of 10 (middle-third) | | | | | | | Final Result | | | | | | 200.0% |

  103. OUTSTANDING PERFORMANCE-BASED RSUS

    OUTSTANDING PERFORMANCE-BASED RSUS 2022, 2023, and 2024 Performance-based RSU Awards. The 2022, 2023, and 2024 performance-based RSU awards, granted on February 23, 2022, February 23, 2023, and February 22, 2024, respectively, utilize two equally weighted metrics to measure performance against pre-established targets and can result in a payout range from 0 percent to 200 percent of target. ROCE and AFFO per Share are each weighted at 50 percent. Additionally, consistent with the 2021 awards, Relative TSR is utilized as a modifier and the calculated result from these weighted financial metrics may be increased or decreased by 25 percent. Cash dividend equivalents will accrue on any earned units during the vesting period. The cash dividend equivalent payment will only be made on earned units and will only be paid upon the vesting and distribution of the award.

  104. OUTSTANDING PERFORMANCE-BASED RSUS

    | | PERFORMANCE-BASED RSU METRICS | WEIGHTING (%) | THRESHOLD | TARGET | STRETCH | | | 2024 ROCE - Total Williams | 50% | 9.25% | 9.65% | 10.25% | | | 2024 AFFO per Share | 50% | $3.75 | $3.87 | $4.05 | | | Relative TSR | —Modifier may increase or decrease result by 25% +/-%— | | | |

  105. OUTSTANDING PERFORMANCE-BASED RSUS

    The 2022 performance-based RSU award earned a 191.7 percent payout as 2024 ROCE and 2024 AFFO per Share performance exceeded target performance levels. The award vested on February 23, 2025.

  106. OUTSTANDING PERFORMANCE-BASED RSUS

    | | PERFORMANCE-BASED RSU METRICS | WEIGHTING (%) | THRESHOLD | TARGET | STRETCH | | | 2025 ROCE - Total Williams | 50% | 10.30% | 10.75% | 11.20% | | | 2025 AFFO per Share | 50% | $4.20 | $4.32 | $4.45 | | | Relative TSR | —Modifier may increase or decrease result by 25% +/-%— | | | |

  107. OUTSTANDING PERFORMANCE-BASED RSUS

    | | PERFORMANCE-BASED RSU METRICS | WEIGHTING (%) | THRESHOLD | TARGET | STRETCH | | | 2026 ROCE - Base Business | 50% | 9.50% | 10.00% | 10.50% | | | 2026 AFFO per Share | 50% | $4.30 | $4.42 | $4.55 | | | Relative TSR | —Modifier may increase or decrease result by 25% +/-%— | | | |

  108. OUTSTANDING PERFORMANCE-BASED RSUS

    Note: 2026 ROCE is calculated for the base business which excludes Gas and NGL Marketing Services and E&P.

  109. OUTSTANDING PERFORMANCE-BASED RSUS

    | 71 | Williams Companies | 2025 Proxy Statement |

  110. OUTSTANDING PERFORMANCE-BASED RSUS

    2025 Performance-based RSU Awards. The 2025 performance-based RSU awards, granted on February 20, 2025, utilize two equally weighted metrics to measure performance against pre-established targets and can result in a payout range from 0 percent to 200 percent of target. The 2025 performance-based RSU awards replaced ROCE with Cash Return on Invested Capital (CROIC). The award continued to utilize the AFFO per Share metric with each metric weighted at 50 percent. Additionally, Relative TSR continues to be utilized as a modifier and the calculated result from these weighted financial metrics may be increased or decreased by 25 percent. Cash dividend equivalents accrue on any earned units during the vesting period. The cash dividend equivalent payment will only be made on earned units and will only be paid upon the vesting and distribution of the award.

  111. TIME-BASED RSU AWARDS

    TIME-BASED RSU AWARDS We grant time-based RSUs to retain executives and to facilitate stock ownership. The use of time-based RSUs is also consistent with the practices of our comparator group of companies. Time-based RSUs accrue dividend equivalents which will be paid in cash only upon vesting and distribution of the award.

  112. ADDITIONAL LONG-TERM INCENTIVE PROGRAM DETAILS

    ADDITIONAL LONG-TERM INCENTIVE PROGRAM DETAILS Stock Option Awards. For recipients, stock options have value only to the extent the price of our common stock is higher on the date the options are exercised than it was on the date the options were granted. While previous awards are still outstanding, stock options were last granted as part of our annual equity awards in 2018. Since stock option awards have not been granted since 2018, we do not have any required disclosure under Item 402(x) of Regulation S-K at this time. Grant Practices. The Committee currently approves our annual equity grant for eligible employees, including our NEOs, in February of each year as part of our annual compensation cycle. The equity grant may include performance-based and time-based RSU awards. The grant is typically made shortly after our annual earnings release to ensure the market has time to absorb material information disclosed in the earnings release and reflect that information in the stock price. The grant date for off-cycle grants, including retention and new hire awards, is generally the first business day of the month following the approval of the grant. We may change these equity grant practices in the future. Although we do not currently grant stock options, eligible employees may enroll to purchase shares under the terms of the Employee Stock Purchase Plan (“ESPP”) with purchase dates generally occurring in January and July of each year using payroll deductions accumulated during the prior six-month offering period. Officers, including the NEOs, are not eligible to participate in the ESPP. The Committee did not take material nonpublic information into account when determining the timing and terms of the annual equity awards granted in 2024, and we do not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. No grants were made to executive officers in 2024 within four business days prior to the filing of any material nonpublic information or within one business day after the disclosure of material nonpublic information. Stock Ownership Guidelines. Our program provides stock ownership guidelines for each of our NEOs and our Board of Directors as shown in the table below:

  113. ADDITIONAL LONG-TERM INCENTIVE PROGRAM DETAILS

    | POSITION | OWNERSHIP MULTIPLE | AS A MULTIPLE OF | HOLDING/RETENTION REQUIREMENT | | CEO | 6x | Base Pay | 50%, after taxes, until guidelines are met | | NEO | 3x | Base Pay | 50%, after taxes, until guidelines are met | | Board of Directors | 5x | Annual Cash Retainer | 60% until guidelines are met |

  114. ADDITIONAL LONG-TERM INCENTIVE PROGRAM DETAILS

    The Committee annually reviews the guidelines for competitiveness and alignment with best practices and monitors the NEOs’ progress toward compliance. WMB shares owned outright and outstanding time-based RSUs count as owned for purposes of the program. Stock options and performance-based equity are not included as owned for purposes of the program. NEOs must retain 50 percent of any vested equity awards, net of taxes, until their ownership guidelines are met. At Williams, NEOs must hold at least 50 percent of any equity transaction if they have not met their ownership guideline regardless of their time in the role. The Stock Ownership Guidelines require Board members to retain 60 percent of distributed vested equity awards until their ownership guidelines are met. However, beginning with the 2017 equity awards, there is a mandatory 100 percent deferral of all board equity awards. These awards will not distribute until the Director leaves the Board.

  115. ADDITIONAL LONG-TERM INCENTIVE PROGRAM DETAILS

    | Williams Companies | 2025 Proxy Statement | 72 |

  116. Benefits and Limited Perquisites

    | Retirement Restoration Benefits | NEOs participate in our qualified retirement program on the same terms as our other employees. We offer a retirement restoration plan to maintain a proportional level of pension benefits to our NEOs as provided to other employees. The Internal Revenue Code of 1986, as amended (“Internal Revenue Code”), limits qualified pension benefits based on an annual compensation limit. For 2024, the limit was $345,000. Any limitation in a NEO’s pension benefit in the tax-qualified pension plan due to this limit is made up for (subject to a cap) in the unfunded retirement restoration plan. Benefits for NEOs are not enhanced and are calculated using the same benefit formula as that used to calculate benefits for employees in the qualified pension plan. The compensation included in the retirement restoration benefit is consistent with pay considered for employees in the qualified pension plan. Equity compensation, including RSUs and stock options, is not considered. Additionally, we do not provide a nonqualified benefit related to our qualified 401(k) defined contribution retirement plan. | | Financial Planning Allowance | We offer financial planning to provide expertise on current tax laws to assist NEOs with personal financial planning and preparations for contingencies such as death and disability. Covered services include estate planning, tax planning, tax return preparation, wealth accumulation planning, and other personal financial planning services. In addition, by working with a financial planner, NEOs gain a better understanding of and appreciation for the programs the Company provides, which helps to maximize the retention and engagement aspects of the dollars the Company spends on these programs. | | Personal Use of Company Aircraft | The CEO is allowed, but not required, to use the Company’s private aircraft for personal travel. Our policy for all other executive officers is to discourage personal use of the aircraft, but the CEO retains discretion to permit its use when deemed appropriate, such as when the destination is not well served by commercial airlines, personal emergencies, and the aircraft is not being used for business purposes. To the extent that NEOs, including the CEO, use the Company’s private aircraft for personal travel, imputed income will be applied to the NEO, in compliance with Internal Revenue Code requirements. | | Executive Physicals | The Committee requires annual physicals for the NEOs. Such physicals align with our wellness initiative as well as assist in mitigating risk. NEO physicals are intended to identify any health risks and medical conditions as early as possible in an effort to achieve more effective treatment and outcomes. | | Supplemental LTD | We offer a supplemental Long-Term Disability (LTD) program to any employee with an annual base salary of more than $300,000. Our LTD program offered to all employees provides an annual benefit of 60 percent base salary subject to a cap of $15,000 per month. The supplemental program preserves the intended 60 percent benefit for those with a base salary of more than $300,000. | | Event Center | We have a suite and club seats at certain event centers that were purchased for business purposes. If they are not being used for business purposes, we make them available to all employees, including our NEOs. This is not considered a perquisite to our NEOs because it is available to all employees. |

  117. Other Compensation Program Components

    Other Compensation Program Components In addition to establishing the pay elements described above, we have adopted a number of policies to further the goals of the executive compensation program, particularly with respect to strengthening the alignment of our NEOs’ interests with stockholder long-term interests. Employment Agreements. Williams does not have employment agreements with our NEOs. Termination and Severance Arrangements. The Executive Severance Pay Plan includes senior executive officers, which includes NEOs other than the CEO, in order to define a consistent approach of treatment in the event of a severance event. Under the plan, NEOs are eligible to receive a discretionary payment of 1.5 to 2.0 times the sum of the NEOs base salary and

  118. Other Compensation Program Components

    target annual bonus. Any severance payment is discretionary. Considerations include the NEO’s term of employment, past accomplishments, reasons for separation from the Company, and competitive market practice. The NEO can elect coverage under the Company’s medical benefits plans for 18 months from the termination in the same manner and at the same cost as similarly situated active employees for up to the first three months. Outplacement services may be provided up to a maximum amount of $25,000. Change in Control Agreements. Our change in control agreements, in conjunction with the NEOs’ equity award agreements, provide separation benefits for our NEOs. Our program includes a double trigger for benefits and equity vesting. This means there must be a Company change in control and the NEO must experience a qualifying termination of employment prior to receiving benefits under the agreement. This practice creates security for the NEOs but does not provide an incentive for the NEO to leave the Company. Our program is designed to encourage the NEOs to focus on the best interests of stockholders by alleviating their concerns about a possible detrimental impact to their compensation and benefits under a potential change in control, not to provide compensation advantages to NEOs for executing a transaction. Our Committee reviews our change in control benefits periodically to ensure they are consistent with competitive practice and aligned with our compensation philosophy. As part of the review, calculations are performed to determine the overall program cost to the Company if a change in control event were to occur and all covered NEOs were terminated as a result. An assessment of competitive norms, including the reasonableness of the elements of compensation received, is used to validate benefit levels for a change in control. We do not offer a tax gross-up provision in our change in control agreements but instead include a ‘best net’ provision providing our NEOs with the better of their after-tax benefit capped at the safe harbor amount or their benefit paid in full, subjecting them to possible excise tax payments. The Committee continues to believe that offering a change in control program is appropriate and critical to attracting and retaining executive talent and keeping them aligned with stockholder interests in the event of a change in control. The following chart details the benefits received if a NEO were to be terminated or resigned for a defined good reason following a change in control as well as an analysis of those benefits as it relates to the Company, stockholders, and the NEO:

  119. Other Compensation Program Components

    | CHANGE IN CONTROL BENEFIT | WHAT DOES THE BENEFIT PROVIDE TO THE COMPANY AND STOCKHOLDERS? | WHAT DOES THE BENEFIT PROVIDE TO THE NEO? | | Multiple of 3x base pay plus annual cash incentive at target | Encourages NEOs to remain engaged and stay focused on successfully closing the transaction. | Financial security for the NEO equivalent to three-years of continued employment. | | Accelerated vesting of stock awards | An incentive to stay during and after a change in control. If there is risk of forfeiture, NEOs may be less inclined to stay or to support the transaction. | The NEOs are kept whole if they have a separation from service following a change in control. | | The value of 36 months of group medical, dental, and/or prescription drug plan benefits | This is a minimal cost to the Company that creates a competitive benefit. | Access to health coverage. | | Reimbursement of legal fees to enforce benefit | Keeps NEOs focused on the Company and not concerned about whether the acquiring company will honor contractual commitments after a change in control. | Security during an unstable period of time. | | Outplacement assistance | Keeps NEOs focused on supporting the transaction and less concerned about trying to secure another position. | Assists NEOs in finding a comparable executive position. | | ‘Best Net’ provision | Enables the change in control benefits to be delivered in as close a manner to the intended value of the benefits as possible. | Provides NEOs with the better of their after-tax benefit capped at the safe harbor amount or their benefit paid in full, which would subject them to possible excise tax payments. |

  120. Mitigating Risk in Our Compensation Programs

    Mitigating Risk in Our Compensation Programs No material adverse compensation-related risks were identified as top risks in the Company’s Strategic Risk Assessment Process as discussed in the “Board Structure and Oversight” section of this proxy statement addressing Strategic Planning and Strategic Risk Assessment. Our compensation plans are effectively designed and function to reward positive performance and motivate NEOs and employees to behave in a manner consistent with our stockholder interests, business strategies and objectives, ethical standards, and prudent business practices, along with our Core Values which are the foundation on which we conduct business. Our Core Values can be found on our website at www.williams.com from the Our Company tab. In fact, many elements of our executive pay program serve to mitigate excessive risk taking. For example: Target Pay Mix. The target pay mix weighting of long-term incentives, annual cash incentives, and base pay is consistent with comparator company practices and avoids placing too much value on any one element of compensation, particularly the annual cash incentive. The mix of our pay program is intended to motivate NEOs to consider the impact of decisions on stockholders in the long-, intermediate-, and short-terms. Annual Cash Incentive. Our annual cash incentive program does not allow for unlimited payouts. Calculated annual cash incentive payments for NEOs cannot exceed 200 percent of target levels.

  121. Performance-based Awards

    | • | Our annual cash incentive and long-term incentive programs include performance-based awards. The entire annual cash incentive award is measured against performance targets, while a significant portion of the long-term equity awards provided to NEOs is in the form of performance-based RSUs. Performance-based RSUs have no value unless we achieve pre-determined performance target thresholds. |

  122. Performance-based Awards

    | • | To drive a long-term perspective, all 2024 RSU awards cliff vest three years from the date of grant rather than vesting ratably on an annual basis. Additionally, any earned cash dividend equivalents on time- and performance-based RSUs are not paid until the officer meets the vesting requirements and the award is distributed. Prior to 2022 awards, cash dividend equivalents were not provided on performance-based RSU awards. |

  123. Accounting and Tax Treatment

    Accounting and Tax Treatment We consider the impact of accounting and tax treatment when designing all aspects of pay, but the primary driver of our program design is to support our business objectives. Prior to 2018 and the implications of the tax reform legislation in late 2017, stock options and performance-based RSUs were intended to satisfy the requirements for performance-based compensation as defined in Section 162(m) of the Internal Revenue

  124. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table sets forth certain information with respect to the compensation of the NEOs earned during fiscal years 2024, 2023, and 2022:

  125. 2024 Summary Compensation Table

    | NAME AND PRINCIPAL POSITION | YEAR | SALARY(1) | BONUS(2) | STOCK AWARDS(3) | NON-EQUITY INCENTIVE PLAN COMPENSATION(4) | CHANGE IN PENSION VALUE & NONQUALIFIED DEFERRED COMPENSATION EARNINGS(5) | ALL OTHER COMPENSATION(6) | TOTAL | | Alan S. Armstrong President and Chief Executive Officer | 2024 | $1,435,539 | $— | $10,499,994 | $3,338,243 | $1,004,718 | $45,063 | $16,323,557 | | | 2023 | 1,390,770 | — | 9,999,977 | 2,649,416 | 3,453,819 | 54,820 | 17,548,802 | | | 2022 | 1,340,000 | — | 9,300,000 | 3,207,960 | — | 39,636 | 13,887,596 | | Micheal G. Dunn EVP and Chief Operating Officer | 2024 | 796,923 | — | 4,199,988 | 1,359,000 | 308,735 | 41,285 | 6,705,931 | | | 2023 | 775,385 | — | 4,000,001 | 1,110,000 | 946,693 | 27,078 | 6,859,157 | | | 2022 | 745,385 | — | 3,699,996 | 1,520,000 | — | 32,187 | 5,997,568 | | Chad J. Zamarin EVP, Corporate Strategic Development | 2024 | 666,923 | — | 3,149,999 | 1,055,000 | 20,140 | 30,619 | 4,922,681 | | | 2023 | 643,846 | — | 3,000,000 | 855,000 | 501,382 | 23,291 | 5,023,519 | | | 2022 | 606,923 | 300,000 | 2,700,007 | 900,000 | — | 21,678 | 4,528,608 | | John D. Porter SVP and Chief Financial Officer | 2024 | 600,385 | — | 2,730,004 | 844,000 | 112,173 | 35,954 | 4,322,516 | | | 2023 | 571,154 | — | 2,600,000 | 655,000 | 429,774 | 25,923 | 4,281,851 | | | 2022 | 550,000 | — | 2,400,017 | 850,000 | — | 39,678 | 3,839,695 | | T. Lane Wilson SVP and General Counsel | 2024 | 572,692 | — | 1,889,979 | 712,000 | 126,802 | 33,793 | 3,335,266 | | | 2023 | 556,923 | — | 1,800,000 | 565,000 | 431,367 | 31,618 | 3,384,908 | | | 2022 | 537,693 | — | 1,600,002 | 755,000 | — | 34,921 | 2,927,616 |

  126. 2024 Summary Compensation Table

    | (1) Salary. The base salary paid during the calendar year. |

  127. 2024 Summary Compensation Table

    | (2) Bonus. The Committee provided a $300,000 special bonus award to Mr. Zamarin in recognition of his role in the 2021 acquisitions and integration of Sequent and the Wamsutter and Haynesville upstream assets. Additionally, Mr. Zamarin played a key role in executing the 2022 acquisitions of NorTex, Trace Midstream, and MountainWest Pipeline, which closed in early 2023. |

  128. 2024 Summary Compensation Table

    | (3) Stock Awards. Awards were granted under the terms of the 2007 Incentive Plan and include time-based and performance-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 Annual Report on Form 10-K for the year-ended December 31, 2024. |

  129. 2024 Summary Compensation Table

    | 77 | Williams Companies | 2025 Proxy Statement |

  130. 2024 Summary Compensation Table

    The potential maximum values of the performance-based RSUs, subject to changes in performance outcomes, are as follows:

  131. 2024 Summary Compensation Table

    | | 2024 PERFORMANCE- BASED RSU MAXIMUM POTENTIAL | | Alan S. Armstrong | $12,599,977 | | Micheal G. Dunn | 4,199,970 | | Chad J. Zamarin | 3,149,994 | | John D. Porter | 2,729,990 | | T. Lane Wilson | 1,889,983 |

  132. 2024 Summary Compensation Table

    | (4) Non-Equity Incentive Plan. The maximum annual incentive pool funding for NEOs is 200 percent of target. |

  133. 2024 Summary Compensation Table

    | (5) Change in Pension Value and Nonqualified Deferred Compensation Earnings. The amount shown is the aggregate change from December 31, 2023, to December 31, 2024, in the actuarial present value of the accrued benefit under the qualified pension and non-qualified plan. A portion of the change in present value is impacted due to the higher discount rate used to measure these benefits at the end of 2024. The underlying design of these programs did not change from 2023 to 2024. Please refer to the “Pension Benefits” table for further details of the present value of the accrued benefit. Mr. Armstrong had a negative value of $1,510,850 for 2022. Mr. Dunn had a negative value of $121,211 for 2022. Mr. Zamarin had a negative value of $203,211 for 2022. Mr. Porter had a negative value of $95,285 for 2022. Mr. Wilson had a negative value of $58,712 for 2022. |

  134. 2024 Summary Compensation Table

    | (6) All Other Compensation. Amounts shown represent payments made on behalf of the NEOs and include life insurance premiums, a 401(k)-matching contribution, and perquisites (if applicable). Perquisites may include financial planning services, mandated annual physical exams, supplemental executive LTD and personal use of the Company aircraft. If the NEO used the Company aircraft, the incremental cost method is used to calculate the value of the personal use of the Company aircraft. The incremental cost calculation includes items such as fuel, maintenance, weather and airport services, pilot meals, pilot overnight expenses, aircraft telephone, and catering. Amounts do not include arrangements that are generally available to our employees and do not discriminate in scope, terms, or operations in favor of our NEOs, such as medical, dental, and disability programs. |

  135. 2024 Summary Compensation Table

    | • | Mr. Armstrong received 401(k) matching contributions in the amount of $20,700; reimbursement of financial planning services; reimbursement related to a mandated annual physical exam; personal usage of the Company aircraft; life insurance premiums; and supplemental executive LTD. |

  136. 2024 Summary Compensation Table

    | • | Mr. Dunn received 401(k) matching contributions in the amount of $20,700; reimbursement of financial planning services; reimbursement related to a mandated annual physical exam; life insurance premiums; and supplemental executive LTD. |

  137. 2024 Summary Compensation Table

    | • | Mr. Zamarin received 401(k) matching contributions in the amount of $20,700; reimbursement related to a mandated annual physical exam; personal usage of the Company aircraft; life insurance premiums; and supplemental executive LTD. |

  138. 2024 Summary Compensation Table

    | • | Mr. Porter received 401(k) matching contributions in the amount of $20,700; reimbursement of financial planning services; reimbursement related to a mandated annual physical exam; life insurance premiums; and supplemental executive LTD. |

  139. 2024 Summary Compensation Table

    | • | Mr. Wilson received 401(k) matching contributions in the amount of $20,700; reimbursement of financial planning services; reimbursement related to a mandated annual physical exam; life insurance premiums; and supplemental executive LTD. |

  140. 2024 Summary Compensation Table

    The Committee considers the compensation of CEOs from comparator companies when setting Mr. Armstrong’s pay. It is the competitive norm for CEOs to be paid more than other NEOs. In addition, the Committee believes the difference in pay between the CEO and other NEOs is consistent with our compensation philosophy (summarized in the CD&A), which considers the external market and internal value of each job to the Company along with the incumbent’s experience and performance of the job in setting pay. The CEO’s job is different from the other NEOs because the CEO has ultimate responsibility for performance results and is accountable to the Board and stockholders. Consequently, the Committee believes it is appropriate for the CEO’s pay to be higher.

  141. 2024 Summary Compensation Table

    | Williams Companies | 2025 Proxy Statement | 78 |

  142. Grants of Plan Based Awards

    Grants of Plan Based Awards The following table sets forth certain information with respect to the grant of stock options, RSUs, and awards payable under the Company’s annual cash incentive plan during the last fiscal year to the NEOs:

  143. Grants of Plan Based Awards

    | | GRANT | ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS (1) | | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS (2) | | | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK | ALL OTHER OPTION AWARDS: NUMBER OF SECURITIES UNDERLYING | EXERCISE OR BASE PRICE OF OPTION | GRANT DATE FAIR VALUE OF STOCK AND OPTION | | NAME | DATE | THRESHOLD | TARGET | MAXIMUM | THRESHOLD | TARGET | MAXIMUM | OR UNITS(3) | OPTIONS | AWARDS | AWARDS | | Armstrong | 2/22/2024 | $— | $2,153,308 | $4,306,616 | | | | | | | $— | | | 2/22/2024 | | | | — | 184,588 | 369,176 | | | | 6,299,988 | | | 2/22/2024 | | | | | | | 120,344 | | | 4,200,006 | | Dunn | 2/22/2024 | — | 876,616 | 1,753,232 | | | | | | | — | | | 2/22/2024 | | | | — | 61,529 | 123,058 | | | | 2,099,985 | | | 2/22/2024 | | | | | | | 60,172 | | | 2,100,003 | | Zamarin | 2/22/2024 | — | 666,923 | 1,333,846 | | | | | | | — | | | 2/22/2024 | | | | — | 46,147 | 92,294 | | | | 1,574,997 | | | 2/22/2024 | | | | | | | 45,129 | | | 1,575,002 | | Porter | 2/22/2024 | — | 540,346 | 1,080,692 | | | | | | | — | | | 2/22/2024 | | | | — | 39,994 | 79,988 | | | | 1,364,995 | | | 2/22/2024 | | | | | | | 39,112 | | | 1,365,009 | | Wilson | 2/22/2024 | — | 458,154 | 916,308 | | | | | | | — | | | 2/22/2024 | | | | — | 27,688 | 55,376 | | | | 944,991 | | | 2/22/2024 | | | | | | | 27,077 | | | 944,987 |

  144. Grants of Plan Based Awards

    Note: Information provided is as of the close of market on December 31, 2024.

  145. Grants of Plan Based Awards

    | (1) Non-Equity Incentive Awards. Awards from the 2024 AIP are shown. |

  146. Grants of Plan Based Awards

    | • | Threshold: At threshold, the 2024 AIP awards are zero. |

  147. Grants of Plan Based Awards

    | • | Target: The amount shown is based upon a business performance attainment of 100 percent. |

  148. Grants of Plan Based Awards

    | • | Maximum: The maximum calculated result for the NEOs is 200 percent of their AIP target. |

  149. Grants of Plan Based Awards

    | (2) Represents performance-based RSUs granted in February 2024 under the 2007 Incentive Plan. Performance-based RSUs can be earned over a three year period only if the established performance target is met and the NEO is employed on the certification date, subject to certain exceptions such as the executive’s death, disability or retirement. Under any circumstances, these shares will be distributed no earlier than the third anniversary of the grant other than due to a termination upon a change in control. If performance plan goals are exceeded, the NEO can receive up to 200 percent of target. If plan threshold goals are not met, the NEO’s awards are cancelled in their entirety. |

  150. Grants of Plan Based Awards

    | (3) Represents time-based RSUs granted under the 2007 Incentive Plan. Time-based units cliff vest 36 months from the respective grant date. |

  151. Grants of Plan Based Awards

    | 79 | Williams Companies | 2025 Proxy Statement |

  152. Outstanding Equity Awards

    Outstanding Equity Awards The following table sets forth certain information with respect to the outstanding equity awards held by the NEOs at the end of 2024:

  153. Outstanding Equity Awards

    | | OPTION AWARDS | | | | | | STOCK AWARDS | | | | | | NAME | GRANT DATE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS EXERCISABLE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS UNEXERCISABLE | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF SECURITIES UNDERLYING UNEXERCISED UNEARNED OPTIONS | OPTION EXERCISE PRICE | EXPIRATION DATE | GRANT DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OF STOCK OR OTHER RIGHTS THAT HAVE NOT VESTED | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (3) | | Armstrong | | | | | $— | | 2/22/2024(2) | — | — | 120,344 | $6,513,017 | | | | | | | | | 2/22/2024(3) | — | — | 184,588 | 9,989,903 | | | | | | | | | 2/23/2023(2) | — | — | 128,824 | 6,971,955 | | | | | | | | | 2/23/2023(3) | — | — | 186,683 | 10,103,284 | | | | | | | | | 2/23/2022(2) | — | — | 123,506 | 6,684,145 | | | | | | | | | 2/23/2022(3) | — | — | 171,798 | 9,297,708 | | Dunn | 2/20/2018 | 109,130 | — | — | 29.09 | 2/18/2028 | 2/22/2024(2) | — | — | 60,172 | 3,256,509 | | | 2/27/2017 | 80,736 | — | — | 28.15 | 2/26/2027 | 2/22/2024(3) | — | — | 61,529 | 3,329,949 | | | | | | | | | 2/23/2023(2) | — | — | 64,412 | 3,485,977 | | | | | | | | | 2/23/2023(3) | — | — | 62,228 | 3,367,779 | | | | | | | | | 2/23/2022(2) | — | — | 61,421 | 3,324,105 | | | | | | | | | 2/23/2022(3) | — | — | 56,958 | 3,082,567 | | Zamarin | | | | | | | 2/22/2024(2) | — | — | 45,129 | 2,442,381 | | | | | | | | | 2/22/2024(3) | — | — | 46,147 | 2,497,476 | | | | | | | | | 2/23/2023(2) | — | — | 48,309 | 2,614,483 | | | | | | | | | 2/23/2023(3) | — | — | 46,671 | 2,525,835 | | | | | | | | | 2/23/2022(2) | — | — | 44,821 | 2,425,713 | | | | | | | | | 2/23/2022(3) | — | — | 41,564 | 2,249,444 | | Porter | 2/20/2018 | 5,820 | — | — | 29.09 | 2/18/2028 | 2/22/2024(2) | — | — | 39,112 | 2,116,741 | | | 2/21/2017 | 3,936 | — | — | 28.87 | 2/19/2027 | 2/22/2024(3) | — | — | 39,994 | 2,164,475 | | | 8/4/2016 | 1,899 | — | — | 24.98 | 8/4/2026 | 2/23/2023(2) | — | — | 41,868 | 2,265,896 | | | | | | | | | 2/23/2023(3) | — | — | 40,448 | 2,189,046 | | | | | | | | | 2/23/2022(2) | — | — | 39,841 | 2,156,195 | | | | | | | | | 2/23/2022(3) | — | — | 36,946 | 1,999,518 | | Wilson | | | | | | | 2/22/2024(2) | — | — | 27,077 | 1,465,407 | | | | | | | | | 2/22/2024(3) | — | — | 27,688 | 1,498,475 | | | | | | | | | 2/23/2023(2) | — | — | 28,986 | 1,568,722 | | | | | | | | | 2/23/2023(3) | — | — | 28,002 | 1,515,468 | | | | | | | | | 2/23/2022(2) | — | — | 26,560 | 1,437,427 | | | | | | | | | 2/23/2022(3) | — | — | 24,631 | 1,333,030 |

  154. Outstanding Equity Awards

    Note: Information provided is as of the close of market on December 31, 2024.

  155. Outstanding Equity Awards

    | Williams Companies | 2025 Proxy Statement | 80 |

  156. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table sets forth certain information with respect to options exercised by the NEO and stock that vested during fiscal year 2024:

  157. Option Exercises and Stock Vested

    | | OPTION AWARDS | | STOCK AWARDS | | | NAME | NUMBER OF SHARES ACQUIRED ON EXERCISE | VALUE REALIZED ON EXERCISE | NUMBER OF SHARES ACQUIRED ON VESTING | VALUE REALIZED ON VESTING | | Alan S. Armstrong | 153,177 | $268,060 | 665,587 | $23,109,181 | | Micheal G. Dunn | — | — | 205,797 | 7,145,272 | | Chad J. Zamarin | — | — | 171,497 | 5,954,376 | | John D. Porter | 2,507 | 21,472 | 22,768 | 790,505 | | T. Lane Wilson | — | — | 96,038 | 3,334,439 |

  158. Pension Benefits

    Pension Benefits The following table sets forth certain information with respect to the actuarial present value of the accrued benefit as of December 31, 2024 under the qualified pension plan and retirement restoration plan. All NEOs are fully vested in the benefits:

  159. Pension Benefits

    | NAME | PLAN NAME | NUMBER OF YEARS CREDITED SERVICES | PRESENT VALUE OF ACCRUED BENEFIT(1) | PAYMENTS DURING LAST FISCAL YEAR | | Alan S. Armstrong | Pension Plan | 39 | $1,386,353 | — | | | Retirement Restoration Plan | 39 | 9,257,603 | — | | Micheal G. Dunn (2) | Pension Plan | 22 | 493,367 | — | | | Retirement Restoration Plan | 22 | 1,943,734 | — | | Chad J. Zamarin | Pension Plan | 8 | 190,280 | — | | | Retirement Restoration Plan | 8 | 798,635 | — | | John D. Porter | Pension Plan | 27 | 511,227 | — | | | Retirement Restoration Plan | 27 | 457,696 | — | | T. Lane Wilson | Pension Plan | 8 | 288,627 | — | | | Retirement Restoration Plan | 8 | 769,323 | — |

  160. Pension Benefits

    | (1) The primary actuarial assumptions used to determine the present values include an annual interest credit to normal retirement age equal to 4.00 percent and a discount rate equal to 5.61 percent for the pension plan and a discount rate equal to 5.36 percent for the retirement restoration plan. |

  161. Pension Benefits

    | (2) Mr. Dunn rejoined the company in 2017. As a former employee, Mr. Dunn has prior years of vesting service under the Plans. |

  162. Pension Benefits

    | Williams Companies | 2025 Proxy Statement | 82 |

  163. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation We do not provide other nonqualified deferred compensation for any of our NEOs or other employees.

  164. CEO Pay Ratio

    CEO Pay Ratio Our CEO Pay Ratio was calculated in compliance with the requirements set forth in Item 402(u) of Regulation S-K. We are utilizing the same median employee disclosed in the 2024 Proxy Statement. We identified this median employee using our employee population on October 1, 2023. We used a consistently applied compensation measure across our employee population to determine the median employee. For our consistently applied compensation measure, we used targeted total cash compensation which includes an employee’s base salary plus their annual incentive bonus opportunity at target. Due to the consistent use of base salaries and our annual incentive program across our population, targeted total cash compensation provides an accurate depiction of total earnings for the purpose of identifying our median employee. We then calculated the median employee’s compensation in the same manner as the named executive officers in the Summary Compensation Table. Our median employee’s compensation was $134,239. Our CEO’s disclosed compensation amount was $16,323,557. Accordingly, our CEO Pay Ratio is 122:1. It is important to note that 90 percent of our CEO’s target compensation is at risk. Additionally, 64 percent of the amount disclosed as the CEO’s total compensation in the Summary Compensation Table is the grant date value of equity awards made during 2024. He has not earned any value from these awards to date. Also, more than $1 million of the CEO’s total compensation is due to a change in the present value of the pension benefits he has earned over his 39 years of service with the Company.

  165. CEO Pay Ratio

    | Williams Companies | 2025 Proxy Statement | 86 |

  166. Pay Versus Performance

    Pay Versus Performance The table below provides additional information related to compensation for our named executive officers as required by Item 402(v) of Regulation S-K. The table includes a new calculated value titled “compensation actually paid” (“CAP”) for the Primary Executive Officer (“PEO”), our CEO, and for the non-PEO NEOs. It’s important to note the majority of the value displayed as CAP has in fact not been earned or paid and reflects updated values of outstanding equity awards that are still subject to vesting, and in some cases, performance requirements. The table also provides information on our cumulative TSR, the cumulative TSR of the Bloomberg Americas Pipeline Index, GAAP net income and Adjusted EBITDA.

  167. Pay Versus Performance

    | YEAR | SUMMARY COMPENSATION TABLE TOTAL FOR PEO ($) | COMPENSATION ACTUALLY PAID TO PEO ($) | AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-PEO NAMED EXECUTIVE OFFICERS ($) (a) | AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NAMED EXECUTIVE OFFICERS ($) (a) | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON: (b) | | NET INCOME ($) in millions | ADJUSTED EBITDA (c) ($) in millions | | | | | | | COMPANY TSR ($) | BLOOMBERG AMERICAS PIPELINE INDEX TSR ($) | | | | 2024 | $16,323,557 | $44,821,452 | $4,821,598 | $12,503,040 | $309.09 | $187.20 | $2,346 | $7,080 | | 2023 | 17,548,802 | 18,483,038 | 4,887,359 | 5,389,030 | 190.37 | 131.11 | 3,303 | 6,779 | | 2022 | 13,887,596 | 36,717,682 | 4,323,372 | 9,088,871 | 170.05 | 122.58 | 2,117 | 6,418 | | 2021 | 13,759,533 | 32,332,070 | 4,036,788 | 9,626,605 | 127.92 | 106.10 | 1,562 | 5,635 | | 2020 | 12,171,958 | 12,835,709 | 4,007,220 | 4,308,244 | 92.40 | 79.13 | 198 | 5,105 |

  168. Pay Versus Performance

    | (a) The PEO for the disclosure is our CEO Mr. Armstrong. The non-PEO NEOs for 2020 and 2021 include Mr. Dunn, Mr. Zamarin, Mr. Chandler, and Mr. Bennett. The non-PEO NEOs for 2022, 2023 and 2024 include Mr. Dunn, Mr. Zamarin, Mr. Porter, and Mr. Wilson. |

  169. Pay Versus Performance

    | (b) The dollar amount represents the value of an initial $100 investment on December 31, 2019, assuming reinvestment of all dividends. |

  170. Pay Versus Performance

    | (c) Adjusted EBITDA is a non-GAAP measure. A reconciliation of these non-GAAP financial measures to their nearest GAAP comparable financial measure is included in the appendix. |

  171. Pay Versus Performance

    The following tables detail the adjustments to the SCT total compensation value to reach the calculated CAP result. The equity award values are calculated in accordance with FASB ASC Topic 176 for each year-end value. For awards that vested within the applicable calendar year, the actual vesting date value is applied. The addition to the SCT value for pension benefits reflect the actual service cost applicable for the calendar year as opposed to the change in present value of the pension benefit used in the SCT. No prior service cost is included as there were no applicable plan amendments during this time. The PEO calculation of CAP:

  172. Pay Versus Performance

    | YEAR | SCT TOTAL COMP | DEDUCTIONS FROM SCT TOTAL FOR EQUITY AWARDS | DEDUCTIONS FROM SCT FOR PENSION BENEFITS | ADDITIONS TO SCT TOTAL FOR EQUITY AWARDS | ADDITIONS TO SCT FOR PENSION BENEFITS | COMPENSATION ACTUALLY PAID | | 2024 | $16,323,557 | $(10,499,994) | $(1,004,718) | $39,282,743 | $719,864 | $44,821,452 | | 2023 | 17,548,802 | (9,999,977) | (3,453,819) | 13,576,265 | 811,767 | 18,483,038 | | 2022 | 13,887,596 | (9,300,000) | — | 31,567,125 | 562,961 | 36,717,682 | | 2021 | 13,759,533 | (9,000,015) | — | 26,902,316 | 670,236 | 32,332,070 | | 2020 | 12,171,958 | (7,500,010) | (943,581) | 8,421,513 | 685,829 | 12,835,709 |

  173. Pay Versus Performance

    | 87 | Williams Companies | 2025 Proxy Statement |

  174. Pay Versus Performance

    The following details the sources of the CAP additions related to the PEO’s Equity Awards:

  175. Pay Versus Performance

    | YEAR | FAIR VALUE OF CURRENT YEAR AWARDS OUTSTANDING AT YEAR END | CHANGE IN VALUE OF PRIOR YEARS’ AWARDS OUTSTANDING AT YEAR END | CHANGE IN VALUE OF PRIOR YEARS’ AWARDS THAT VESTED IN YEAR | CHANGE IN VALUE OF PRIOR YEARS’ AWARDS THAT FAILED TO MEET VESTING CONDITIONS | VALUE OF DIVIDENDS OR OTHER EARNINGS PAID ON EQUITY AWARDS NOT OTHERWISE REFLECTED IN FAIR VALUE OR TOTAL COMPENSATION | EQUITY VALUE INCLUDED IN CAP | | 2024 | $17,711,971 | $20,871,588 | $(73,215) | $— | $772,398 | $39,282,743 | | 2023 | 11,424,080 | 2,990,993 | (1,565,280) | — | 726,471 | 13,576,265 | | 2022 | 10,498,900 | 18,907,561 | 1,709,315 | — | 451,348 | 31,567,125 | | 2021 | 10,126,728 | 16,198,513 | 332,207 | — | 244,868 | 26,902,316 | | 2020 | 8,504,268 | 1,767,331 | (2,062,071) | — | 211,985 | 8,421,513 |

  176. Pay Versus Performance

    Note: The increased equity value included in CAP in 2021, 2022 and 2024 is primarily due to significant increases in the stock price and increases in the estimated performance-based RSU results. Performance-based RSUs make up the largest component of the PEO’s annual equity award. The Non-PEO NEOs calculation of CAP:

  177. Pay Versus Performance

    | YEAR | SCT TOTAL COMP | DEDUCTIONS FROM SCT TOTAL FOR EQUITY AWARDS | DEDUCTIONS FROM SCT FOR PENSION BENEFITS | ADDITIONS TO SCT TOTAL FOR EQUITY AWARDS | ADDITIONS TO SCT FOR PENSION BENEFITS | COMPENSATION ACTUALLY PAID | | 2024 | $4,821,598 | $(2,992,492) | $(141,963) | $10,631,345 | $184,552 | $12,503,040 | | 2023 | 4,887,359 | (2,850,000) | (577,304) | 3,691,176 | 237,800 | 5,389,030 | | 2022 | 4,323,372 | (2,600,006) | — | 7,220,623 | 144,882 | 9,088,871 | | 2021 | 4,036,788 | (2,275,002) | (67,160) | 7,718,867 | 213,113 | 9,626,605 | | 2020 | 4,007,220 | (2,350,001) | (258,967) | 2,688,674 | 221,318 | 4,308,244 |

  178. Pay Versus Performance

    The following details the sources of the CAP additions related to the Non-PEO NEO’s Equity Awards:

  179. Pay Versus Performance

    | YEAR | FAIR VALUE OF CURRENT YEAR AWARDS OUTSTANDING AT YEAR END | CHANGE IN VALUE OF PRIOR YEARS’ AWARDS OUTSTANDING AT YEAR END | CHANGE IN VALUE OF PRIOR YEARS’ AWARDS THAT VESTED IN YEAR | CHANGE IN VALUE OF PRIOR YEARS’ AWARDS THAT FAILED TO MEET VESTING CONDITIONS | VALUE OF DIVIDENDS OR OTHER EARNINGS PAID ON EQUITY AWARDS NOT OTHERWISE REFLECTED IN FAIR VALUE OR TOTAL COMPENSATION | EQUITY VALUE INCLUDED IN CAP | | 2024 | $4,980,002 | $5,468,347 | $(13,643) | $— | $196,638 | $10,631,345 | | 2023 | 3,246,052 | 588,212 | (373,961) | — | 230,873 | 3,691,176 | | 2022 | 2,919,316 | 3,759,353 | 410,716 | — | 131,238 | 7,220,623 | | 2021 | 2,546,120 | 4,926,525 | 130,284 | — | 115,937 | 7,718,867 | | 2020 | 2,605,503 | 363,249 | (439,842) | — | 159,764 | 2,688,674 |

  180. Pay Versus Performance

    The four metrics on the following table represent an unranked list of the most important performance measures used by the Company to align compensation with Company performance.

  181. Pay Versus Performance

    | MOST IMPORTANT PERFORMANCE METRICS IN 2024 | | Adjusted EBITDA | | Available Funds From Operations (AFFO) Per Share | | Relative Total Shareholder Return (TSR) | | Return on Capital Employed (ROCE) |

  182. Pay Versus Performance

    | Williams Companies | 2025 Proxy Statement | 88 |

  183. Pay Versus Performance

    The following supplemental charts demonstrate the significant growth in both Total Shareholder Return (TSR) and in our financial performance over this four year period creating a strong relationship between performance and the SEC’s required calculation of CAP:

  184. Pay Versus Performance

    | 89 | Williams Companies | 2025 Proxy Statement |