WMB DEF 14A Report ended April 26, 2022

Dear Fellow

Williams Stockholder,

For more than a century, the Williams name has been associated with energy infrastructure, reliability, adaptability, and trust. This past year was no exception.

Stephen W. Bergstrom

Chairman of the Board

Alan S. Armstrong, CEO

Our Board and its Governance and Sustainability Committee administers the identification and evaluation of director nominees and the evaluation of the Board’s effectiveness. The Board seeks a variety of occupational and personal backgrounds to oversee the policies, strategies, risk, and management of the Company. All of our director nominees have the skills and experience to fit our strategy.

63

Average

Age

Alan S. Armstrong

President & Chief Executive Officer

The Williams Companies, Inc.

Stephen W. Bergstrom

Retired Board Chairman, President & Chief Executive Officer

American Midstream Partners, GP, LLC

Non-Executive Board Chair

Compensation & Management Development

Governance & Sustainability

Nancy K. Buese

Executive Vice President & Chief Financial Officer

Newmont Corporation

Compensation & Management Development

Environmental, Health & Safety

Michael A. Creel

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

Audit

Environmental, Health & Safety

Stacey H. Doré

Former President & Chief Executive Officer

Sharyland Utilities, LLC

Audit

Governance & Sustainability

Richard E. Muncrief

Director, President & Chief Executive Officer
Devon Energy Corporation

Compensation & Management Development

Environmental, Health & Safety

Peter A. Ragauss

Retired Senior Vice President & Chief Financial Officer

Baker Hughes Company

Audit (Chair)

Governance & Sustainability

Rose M. Robeson

Retired Chief Financial Officer

DCP Midstream LLC

Audit

Environmental, Health & Safety

Scott D. Sheffield

Director & Chief Executive Officer

Pioneer Natural Resources Company

Compensation & Management Development (Chair)

Environmental, Health & Safety

Murray D. Smith

President of Murray D. Smith and Associates
Former Minister of Energy for Alberta, Canada

Compensation & Management Development

Environmental, Health & Safety (Chair)

William H. Spence

Retired Board Chairman, President & Chief Executive Officer
PPL Corporation

Compensation & Management Development

Governance & Sustainability (Chair)

Jesse J. Tyson

Retired President & Chief Executive Officer
ExxonMobil Inter-Americas

Audit

Governance & Sustainability

Vicki L. Fuller*

Retired Chief Investment Officer
New York State Common Retirement Fund

Audit

Environmental, Health & Safety

Stephen I. Chazen**

Chairman, President & Chief Executive Officer

Magnolia Oil and Gas Corporation

Audit

Governance & Sustainability

Charles I. Cogut**

Retired Partner

Simpson Thacher & Bartlett LLP

Audit

Governance & Sustainability

Director

Independence and

Board Leadership

•  11 of 12 director nominees are independent.

•  Only independent directors serve on Board committees.

•  The Board and its committees conduct regular executive sessions without management.

•  Certain Board Committees have hired an independent registered public accountant and independent compensation consultant.

•  The roles of Board Chair and Chief Executive Officer (“CEO”) have been split since 2011.

Board Refreshment

and Director

Qualifications and

Evaluation

•  The Board is committed to finding highly qualified candidates of diverse gender, ethnicity, and race:

g 3 of 12 director nominees are female.

g 1 of 12 director nominees is racially or ethnically diverse.

g In 2021, the Board adopted the “Rooney Rule” requiring the consideration of director candidates with a diversity of gender, ethnicity, and race for director vacancies and newly created directorships.

•  Our director retirement is the annual meeting after a director turns 75.

g Average tenure is 4.25 years.

•  The Board and its committees conduct annual performance self-evaluations.

•  The Governance and Sustainability Committee routinely evaluates the size, structure, composition, and function of the Board and its committees.

Board and Committee Oversight

•  The Board and the Compensation and Management Development Committee annually engage in comprehensive senior management succession planning.

•  The Board at least annually evaluates our long-term strategy, risks, and opportunities.

•  The Board or its committees exercise strategic oversight of the Company, including our ESG strategy and policies, cybersecurity, political contributions, human capital management, environmental, health and safety (“EH&S”) matters, and our ethics and compliance program.

Governance Practices

•  Annual review of corporate governance documents, including Board committee charters.

•  Prohibition on pledging, hedging, short sales, and derivative transactions by directors, officers, and employees.

•  Maintain stock ownership guidelines for directors, and all equity granted to directors remains deferred until retirement from the Board.

•  Prohibition on director overboarding so that no director serves on more than four public company boards (including our Board) and no Audit Committee member serves on the audit committee of more than three public companies (including our Audit Committee) without Board approval.

•  Independently managed, toll-free Ethics Reporting Hotline.

•  Comprehensive director onboarding program and continuing education opportunities.

•  The Board has access to all members of management and employees.

Stockholder Rights and Engagement

•  Annual election of all directors.

•  Majority voting standard for uncontested director elections (plurality voting in contested elections).

•  Annual stockholder advisory vote on executive compensation.

•  Proxy access allowing holders of 3% of our stock for at least three years to include the greater of two nominees or nominees representing 20% of Board in our proxy statement if they meet our By-law eligibility and notice requirements.

•  Majority voting standard for the removal of directors, with or without cause.

•  Robust year-round stockholder engagement process.

What We Don’t Do

Annually, the Board and each Board committee evaluates its performance. For more information on this process see the “ Board Evaluation Process ” section. In addition, the Governance and Sustainability Committee also routinely evaluates the size, structure, composition, and functioning of the Board and its committees. The Governance and Sustainability Committee further assesses the skills, experience, and attributes that are currently represented on the Board by each individual director, as well as the skills, experience, and attributes that the Board will find valuable in the future, given the Company’s current situation and strategic plans. This assessment enables the Board to update as necessary the skills, experience, and attributes it seeks in the Board as a whole and in individual directors as the Company’s needs evolve and change over time. The Governance and Sustainability Committee develops long-term Board succession plans to ensure the Board maintains an appropriate balance of skills, experience, and attributes.

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

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

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

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

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

Stockholder Nominations . Our By-laws also provide that a stockholder may nominate director candidates for election if the stockholder is a stockholder of record (1) when making a nomination and (2) on the record date for the determination of the stockholders entitled to vote at such annual meeting of stockholders. The stockholder must also satisfy the procedures provided in our By-laws, including providing notice of a nomination in proper written form. Our corporate secretary must receive the notice at our principal executive offices not later than the close of business on the 90th calendar day, nor earlier than the close of business on the 120th calendar day, prior to the anniversary of the date of the immediately preceding annual meeting of stockholders. To be timely for our 2023 annual meeting of stockholders, our corporate secretary must receive notices not earlier than December 27, 2022, and not later than January 26, 2023.

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

Under the proxy access option, our corporate secretary must receive the notice at our principal executive offices not later than the close of business on the 120th calendar day, nor earlier than the close of business on the 150th calendar day, prior to the anniversary of the date (as stated in our proxy materials) the definitive proxy statement was first released to stockholders in connection with the preceding year’s annual meeting of stockholders. For our 2023 annual meeting of stockholders, our corporate secretary must receive such notice not earlier than October 18, 2022, and not later than November 17, 2022.

The above-described notice and procedures are summaries and are not complete. For further information, please refer to our By-laws, which are included as an exhibit to our annual report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) and available on our website at www.williams.com. For information concerning submitting a proposal regarding matters other than the election of directors, please see the “ Questions and Answers About The Annual Meeting and Voting ” section.

Universal Proxy Cards . To comply with universal proxy rules (once effective), stockholders who intend to solicit proxies in support of director nominees other than the company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) no later than sixty days prior to the one-year anniversary of the previous annual meeting of stockholders. To be timely for our 2023 annual meeting of stockholders, our corporate secretary must receive notices no later than February 25, 2023.

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

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

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

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

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

•  an open-minded approach and the resolve to make independent decisions on matters presented for consideration;

•  a reputation for honesty and integrity beyond question;

•  independence as defined by the New York Stock Exchange (“NYSE”) Listed Company Manual and qualifications otherwise required in accordance with applicable law or regulation;

•  strong intellectual capital, performance enhancing ideas, and strong networks that contribute to stockholder value;

•  ability to enhance the decision-making process by bringing relevant knowledge, rigorous analysis, and a desire for constructive engagement; and

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

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

Select Directors
for New Positions
or Vacancies &
Recommend
Directors for
Election

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

Elect Directors
Annually by
Majority
Stockholder Vote

Stockholders annually elect the directors who will serve on our Board at the annual meeting of stockholders by a majority voting standard in uncontested elections and plurality voting standard for contested elections as described in further detail in the “ Proposal 1: Election of Directors ” section.

ALAN S. ARMSTRONG
President and Chief Executive Officer, The Williams Companies, Inc.

Qualifications

Mr. Armstrong has served as a Director and President and Chief Executive Officer of the
Company since 2011. During his tenure, Williams has expanded its reach, currently
touching about 30 percent of all U.S. natural gas volumes through gathering, processing,
transportation, and storage services. In addition, Mr. Armstrong also served as Chairman of
the Board and Chief Executive Officer of the general partner of Williams Partners L.P.
(“WPZ”), the master limited partnership, that prior to its 2018 merger with Williams, owned
most of Williams’ gas pipeline and domestic midstream assets. Prior to being named

AGE

59

DIRECTOR SINCE

2011

COMMITTEES

None

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 on the Board of Directors of BOK Financial Corporation, the
American Petroleum Institute, the Energy Infrastructure Council, and as Vice Chairman of
the National Petroleum Council. He also serves as a member of the Business
Roundtable. Mr. Armstrong also serves on the boards of several education-focused
organizations including Junior Achievement USA, 3DE, and the Board of Trustees for the
University of Oklahoma Foundation.

Skills, Experience, and Attributes

Corporate Governance & Public Company Board Experience, Energy Industry, Energy
Transition, Engineering & Construction, Environmental, Executive Leadership, Human
Capital Management, Marketplace Knowledge, Mergers & Acquisitions, Operations,
Strategy Development/Risk Management

Other Current Public Company Boards

•  BOK Financial Corporation
Credit Committee Member

Education

•  BS, Civil Engineering
University of Oklahoma

STEPHEN W. BERGSTROM

Retired Executive Chairman, President, and Chief Executive Officer

American Midstream Partners, GP, LLC, general partner

Qualifications

Mr. Bergstrom has 41 years of experience in the energy and utility sectors. He was a director on the Board of American Midstream Partners GP, LLC, a natural gas gathering, processing and transporting company until they merged with ArcLight Capital Partners, LLC in July 2019. From 2013 to 2015, he served as President and Chief Executive Officer and Executive Chairman of the board 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

Non-Executive Board Chair

INDEPENDENT

AGE

64

DIRECTOR SINCE

2016

COMMITTEES

Compensation &
Management Development

Governance & Sustainability

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.

Skills, Experience, and Attributes

Corporate Governance & Public Company Board Experience, Energy Industry, Engineering & Construction, Environmental, Executive Leadership, Human Capital Management, Marketplace Knowledge, Mergers & Acquisitions, Operations, Strategy Development/Risk Management

Other Current Public Company Boards

•  None

Education

•  BS, Industrial Administration
Iowa State University

NANCY K. BUESE

Executive Vice President and Chief Financial Officer, Newmont Corporation

Qualifications

Ms. Buese has more than 26 years of experience in finance leadership roles. She currently serves as Chief Financial Officer of Newmont Corporation, the world’s largest gold producer with assets or operations on five continents. Before joining Newmont in 2016, Ms. Buese served as Executive Vice President and Chief Financial Officer of MPLX, a publicly traded energy company formed by Marathon Petroleum Corporation. Prior to MPLX’s acquisition of MarkWest Energy Partners in 2015, Ms. Buese served for 11 years as Executive Vice President and Chief Financial Officer of MarkWest Energy Partners. Prior to that, she worked in public accounting for twelve years and is a former Partner with Ernst & Young. From 2009 to 2017, Ms. Buese served on the Board of UMB Financial Corporation.

INDEPENDENT

AGE

52

DIRECTOR SINCE

2018

COMMITTEES

Compensation &

Management Development

Environmental, Health &

Safety

Skills, Experience, and Attributes

Corporate Governance & Public Company Board Experience, Diversity (Gender/Ethnicity/Race), Energy Industry, Energy Transition, Executive Leadership, Financial & Accounting, Human Capital Management, Information Technology, Marketplace Knowledge, Mergers & Acquisitions, Securities & Capital Markets, Strategy Development/Risk Management

Other Current Public Company Boards

•  None

Education

•  BS, Accounting & Business Administration
University of Kansas

•  Certified Public Accountant

MICHAEL A. CREEL

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

Qualifications

Mr. Creel is an executive with 42 years of energy experience, including 17 years on large public company boards. Mr. Creel previously served as Director and Chief Executive Officer of Enterprise Products Partners L.P. from 2007 until his retirement in 2015. Earlier, he served in positions of increasing responsibility with the company since 1999. He was also group vice chairman at EPCO, Inc., and Executive Vice President and Chief Financial Officer at Duncan Energy Partners, L.P., a company engaged in natural gas liquids transportation, fractionation, marketing and storage, and petrochemical product transportation, gathering and marketing. He was also President

INDEPENDENT

AGE

68

DIRECTOR SINCE

2016

COMMITTEES

Audit

Environmental, Health &
Safety

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.

Skills, Experience, and Attributes

Corporate Governance & Public Board Company Experience, Energy Industry, Executive Leadership, Financial & Accounting, Human Capital Management, Information Technology, Marketplace Knowledge, Mergers & Acquisitions, Securities & Capital Markets, Strategy Development/Risk Management

Other Current Public Company Boards

•  None

Education

•  BS, Accounting
McNeese State University

•  Certified Public Accountant

STACEY H. DORÉ

Former President and Chief Executive Officer, Sharyland Utilities, LLC

Qualifications

Ms. Doré brings to our Board 24 years of experience in energy and law. She 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

INDEPENDENT

AGE

49

DIRECTOR SINCE

2021

COMMITTEES

Audit

Governance & Sustainability

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.

Skills, Experience, and Attributes

Corporate Governance & Public Company Board Experience, Diversity (Gender/Ethnicity/Race), Energy Industry, Energy Transition, Executive Leadership, Financial & Accounting, Human Capital Management, Information Technology, Legal, Marketplace Knowledge, Mergers & Acquisitions, Operations, Public Policy & Government, Strategy Development/Risk Management

Other Current Public Company Boards

•  None

Education

•  JD, Harvard Law School

•  BA, Journalism
University of Southwestern Louisiana

RICHARD E. MUNCRIEF

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

Qualifications

Mr. Muncrief has more than 41 years of experience in the oil and gas industry. He has served as President and Chief Executive Officer of Devon Energy Corporation since January 2021 following the merger of Devon Energy Corporation and WPX Energy, Inc. Prior to that, he served as Chief Executive Officer and Board Chairman of WPX Energy, Inc. since 2014. He previously served as Senior Vice President, Operations and Resource Development of Continental Resources, Inc. Earlier in his career, Mr. Muncrief served as Corporate Business Manager at Resource Production Company from August 2008 through May 2009. From September 2007 to August 2008, he served as President, Chief Operating Officer and as a Director of Quest Midstream Partners, LP. From 1980 to 2007, he served in various managerial capacities with ConocoPhillips and its predecessor

INDEPENDENT

AGE

63

DIRECTOR SINCE

2022

COMMITTEES

Compensation &
Management

Development

Environmental, Health &

Safety

companies Burlington Resources, Meridian Oil, and El Paso Exploration.

Skills, Experience, and Attributes

Corporate Governance & Public Company Board Experience, Energy Industry, Energy Transition, Engineering & Construction, Environmental, Executive Leadership, Human Capital Management, Marketplace Knowledge, Mergers & Acquisitions, Operations, Strategy Development/Risk Management

Other Current Public Company Boards

•  Devon Energy Corporation

Education

•  BS, Petroleum Engineering Technology
Oklahoma State University

PETER A. RAGAUSS

Retired Senior Vice President and Chief Financial Officer, Baker Hughes

Qualifications

Mr. Ragauss retired from Baker Hughes, 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 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

INDEPENDENT

AGE

64

DIRECTOR SINCE

2016

COMMITTEES

Audit (Chair)

Governance & Sustainability

Kidder, Peabody & Co. Incorporated from 1987 to 1993. He currently serves as a director of Skulte LNG, a private energy company in Latvia.

Skills, Experience, and Attributes

Corporate Governance & Public Company Board Experience, Energy Industry, Executive Leadership, Financial & Accounting, Information Technology, Marketplace Knowledge, Mergers & Acquisitions, Securities & Capital Markets

Other Current Public Company Boards

•  Apache Corporation
Audit Committee Member

Education

•  MBA, Harvard Business School

•  BS, Mechanical Engineering
Michigan State University

Qualifications

Ms. Robeson brings 34 years of experience in the energy industry. 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. Ms. Robeson previously held
finance positions of increasing responsibility with Kinder Morgan, Total Petroleum, Inc.
and Ernst & Young and was recognized to the “Top Women in Energy — 2014” by the
Denver Business Journal.

Skills, Experience, and Attributes

INDEPENDENT

AGE

61

DIRECTOR SINCE

2020

COMMITTEES

Audit

Environmental, Health &
Safety

Corporate Governance & Public Company Board Experience, Diversity (Gender/Ethnicity/
Race), Energy Industry, Executive Leadership, Financial & Accounting, Marketplace
Knowledge, Mergers & Acquisitions, Securities & Capital Markets, Strategy Development/
Risk Management

Other Current Public Company Boards

•  SM Energy
Environmental, Social and Governance
Committee, Compensation Committee
(beginning February 2022), and Chair of
the Audit Committee (until February
2022 prior to joining the Williams Audit
Committee)
•  Antero Midstream Corporation
Audit (Chair), Nominating and
Governance, and Conflicts Committees
•  Newpark Resources, Inc.
Audit (Chair), Compensation, and
Environmental, Social and Governance
Committees

Education

•  BS, Accounting
Northwest Missouri State University
•  Certified Public Accountant

Qualifications

Mr. Sheffield has more than 40 years of experience in the energy industry. Since February
2019, he has served as Chief Executive Officer of Pioneer Natural Resources Company, a
large domestic upstream oil and gas company. Mr. Sheffield also served as Chief
Executive Officer of the company from August 1997 to December 2016. From August
1999 until February 2019, he served as Pioneer Natural Resources’ Non-Executive
Chairman of the Board of Directors. He was President of the company from August 1997
to November 2004. Mr. Sheffield was the Chairman of the Board of Directors and Chief
Executive Officer of Parker and Parsley Petroleum Company, a predecessor company of
Pioneer, from January 1989 until August 1997. Mr. Sheffield joined Parker & Parsley as a

INDEPENDENT

AGE

69

DIRECTOR SINCE

2016

COMMITTEES

Compensation &

Management Development

(Chair)

Environmental, Health &

Safety

petroleum engineer in 1979, was promoted to Vice President of Engineering in 1981, was
elected President and a director in 1985, and became Chairman of the Board 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.

Skills, Experience, and Attributes  Skills, Experience, and Attributes

Corporate Governance & Public Company Board Experience, Energy Industry,
Engineering & Construction, Environmental, Executive Leadership, Human Capital
Management, Marketplace Knowledge, Mergers & Acquisitions, Operations, Strategy
Development/Risk Management

Other Current Public Company Boards

•  Pioneer Natural Resources Company

Education

•  BS, Petroleum Engineering
The University of Texas

Qualifications

Mr. Smith is currently President of Murray D. Smith and Associates, an energy consulting
firm. Previously, he held various positions in the Canadian government. As an elected
member of the Legislative Assembly of Alberta, Canada, Mr. Smith served in four different
cabinet portfolios between 1993 and 2004. As Minister of Energy of Alberta from 2001 to
2004, Mr. Smith oversaw the transformation of the electricity sector into a competitive
wholesale generation market and initiated the largest industrial tax reduction in the
province’s history. Mr. Smith served as Representative of the Province of Alberta to the

United States of America in Washington, D.C., from 2005 to 2007. Prior to becoming an

INDEPENDENT

AGE

72

DIRECTOR SINCE

2012

COMMITTEES

Compensation & Management
Development

Environmental, Health & Safety

(Chair)

elected official, Mr. Smith was an independent businessman, owning a number of Alberta-
based energy services companies.

Skills, Experience, and Attributes

Corporate Governance & Public Company Board Experience, Energy Industry, Energy
Transition, Marketplace Knowledge, Public Policy & Government

Other Current Public Company Boards

•  Surge Energy Inc.
Compensation, Nominating & Corporate
Governance (Chair) and Environment,
Health and Safety Committees

Education

•  BA, Economics & Political Science
University of Calgary
•  Notre Dame College, Saskatchewan
•  London Business School, Senior Executive
Programme

Qualifications

Mr. Spence retired on March 1, 2021, as Chairman of the Board of PPL Corporation, one
of the largest investor-owned utility companies in the United States. He was elected
Chairman in 2012. The PPL family of companies, with assets of more than $40 billion,
delivers electricity and natural gas to about 10 million customers in the United States and
the United Kingdom. Mr. Spence was named President and Chief Executive Officer in
2011 until his retirement in June 2020. Previously, he had 19 years of service with Pepco
Holdings, Inc., where he held a number of senior management positions. Mr. Spence has
served on various industry boards, including those dealing with research, cyber and

INDEPENDENT

AGE

65

DIRECTOR SINCE

2016

COMMITTEES

Compensation & Management
Development

Governance & Sustainability

(Chair)

physical security, the environment, and electric reliability.

Skills, Experience, and Attributes

Corporate Governance & Public Company Board Experience, Energy Industry, Energy
Transition, Engineering & Construction, Environmental, Executive Leadership, Financial &
Accounting, Human Capital Management, Information Technology, Marketplace Knowledge,
Mergers & Acquisitions, Operations, Strategy Development/Risk Management

Other Current Public Company Boards

•  Pinnacle West Capital Corporation
Finance, Human Resources, and
Nuclear and Operating Committees

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

JESSE J. TYSON
Retired President & Chief Executive Officer, ExxonMobil Inter-Americas

Qualifications

Mr. Tyson brings 35 years of experience in the energy industry from his longstanding
career with ExxonMobil Corporation. 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. 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

INDEPENDENT

AGE

68

DIRECTOR SINCE

2022

COMMITTEES

Audit

Governance & Sustainability

2018. Currently, he owns the majority interest in T&S Food Services, II, LLC, which has a stake in various restaurants and hotels.

Skills, Experience, and Attributes

Diversity (Gender/Ethnicity/Race), Energy Industry, Environmental, Executive Leadership, Human Capital Management, Mergers & Acquisitions, Operations, Strategy Development/Risk Management

Other Current Public Company Boards

•  None

Education

•  MBA, The Ohio State University
•  BA, Economics
Lane College

Director

Nancy K. Buese

Ordinary course business transactions with Newmont Mining Corporation.

Stephen I. Chazen

Ordinary course business transactions with Occidental Petroleum Corporation.

Charles I. Cogut

Ordinary course business transactions with Air Products & Chemicals, Inc.

Richard E. Muncrief

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

Peter A. Ragauss

Ordinary course business transactions with Apache Corporation.

Rose M. Robeson

Ordinary course business transactions with Newpark Resources.

Responsibilities of

the Board Chair
Include

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

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

Overseeing the appropriate flow of information to the Board.

Acting as liaison between the independent directors and management.

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

Chairing the Company’s annual meeting of stockholders.

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

Board of Directors

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

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

•  Oversees the CEO and other officers by assessing performance and setting compensation.

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

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

Our Standing Committees as of March 17, 2022

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

Audit Committee

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

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Compensation & Management Development Committee

•  Oversees risk management associated with our executive and equity-based compensation programs, management development and retention, general talent development and diversity and inclusion, independent director compensation, and stock ownership requirements for directors and management.

Environmental, Health & Safety Committee

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

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Governance & Sustainability Committee

•  Oversees risk management related to Board and Board committee membership, governing policies, practices and procedures, officer appointments, ESG, and the Company’s compliance and ethics program.

•  Identifies material risks.

•  Creates processes and procedures to mitigate against those risks.

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

•  Integrates risk management into our corporate strategy.

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

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

Board Oversight of ESG

•  Oversees a variety of critical initiatives, including our succession planning program and top talent pipeline program, which includes metrics related to gender and ethnic diversity.

•  Oversees management of ESG-related risks.

•  Oversees integration of ESG in our corporate strategy (we formally incorporated ESG into our long-term strategy in 2020).

•  Reviews our annual Sustainability Report prior to publication.

Committee Oversight

Governance & Sustainability Committee

•  Oversees (a) the formulation of the Company’s ESG strategy and policies, including the Company’s engagement with its stakeholders, such as ESG-focused stockholders, suppliers, and the communities in which we operate, and (b) issues related to board leadership, ethics, and integrity, including our adherence to corporate governance best practices.

•  Receives progress updates on the development of our Sustainability Report.

Audit Committee

•  Discusses policies around our strategic risk assessment framework, which includes risks linked to climate change.

Environmental, Health & Safety
Committee

•  Monitors compliance with applicable and proposed legislation, regulations, and orders; conformance with industry standards and best practices; people health, safety, and security; environmental sustainability; process safety; asset reliability; operational risk management and asset integrity plans and programs; and emergency response plans and programs, including setting and reviewing key environmental and safety metrics.

•  Shares oversight with the Compensation & Management Development Committee for employee health and development, including monitoring efforts to create a culture of continuous improvement in the Company’s EH&S practices and efforts to develop and effectively implement EH&S systems, programs, and policies.

Compensation & Management Development Committee

•  Reviews annually the succession plans related to the executive officer team, including the overall talent management process and plans to develop diverse candidates for leadership roles.

•  Modifies the compensation program as needed to help attain our sustainability-related goals.

•  Shares oversight with the EH&S Committee of employee health and development, including review of diversity and inclusion organizational goals, metrics, and progress and overseeing management’s efforts to increase diverse representation across recruiting, retention, and career development.

Management Oversight

•  Establishes process to make sure that accountability for ESG performance cascades across the organization.

•  Oversees the Williams Integrated Management System, which contains operating requirements, project standards, and corporate policies to drive integrated ESG practices into our operations. The Williams Integrated Management System applies to all employees, contractors, operations, assets, projects, and offices.

ESG Director

•  Helps develop and execute our ESG integration strategy.

•  Engages with stockholders to understand ESG expectations and communicate our performance.

•  Helps create processes and procedures to mitigate ESG-related risks.

•  Reports to the Board and the Audit Committee regarding the Sustainability Report.

ESG Steering Committee

•  Includes vice presidents and senior leaders from across the Company and meets monthly.

•  Supports the development and implementation of sustainability initiatives across our business and provides directional feedback in preparing the Sustainability Report.

Key Focus Areas for 2021:

Climate Commitment

ESG Operational Opportunities

ESG Commercial Opportunities

Investor Relations and ESG Concerns

Sustainability Report production and potential enhancements in transparency

Federal Government Affairs

Charter &

By-laws

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

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

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

•  Starting in 2013, allowing the removal of directors by stockholders with or without cause, upon a majority vote.

•  Giving stockholders certain rights to nominate directors and include them in any proxy materials (as described in more detail in the “ Identifying & Evaluating Director Candidates ” section).

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

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

•  Requiring all directors except the CEO to be independent as defined by the NYSE and requiring the independent directors to meet without management at each regularly scheduled meeting and have free access to Company employees.

•  Allowing for separation of the CEO and Board chair.

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

•  Requiring stock ownership guidelines for directors and senior officers.

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

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

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

Specific policies addressed in the Code of Business Conduct include:

•  Equal Employment Opportunities

•  Prohibitions on Discrimination & Harassment

•  Political Contributions & Conduct & Government Affairs

•  Gifts Pertaining to Government & Regulator Employees

•  Commercial Bribery

•  Anti-Corruption

•  Gifts & Entertainment

•  Antitrust

•  Internal Reporting & Non-Retaliation Commitment

•  Workplace Violence Risk Reduction & Response

•  FERC Rules & Regulations

•  Environmental Health & Safety

•  Drug & Alcohol

•  Personal Information Privacy

•  Privacy with Respect to Company & Personal Property & Equipment

•  External Communication & Disclosure of Information

•  Acceptable Use

•  Cybersecurity

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

Our Board and management have developed several other policies to help ensure the Company complies with all laws and regulations, operates with the highest ethical standards, and fosters a workplace environment where all employees feel valued and respected. Those policies include the following:

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

Transactions with Related Persons . Establishes the process and procedures governing transactions with related parties, promoters, and certain control persons. Our written Policy and Procedures with Respect to Related Person Transactions covers any transaction or proposed transaction involving our Company and a related party that exceeds $120,000, and in which the related party had or will have a direct or indirect material interest in the transaction. Related parties include directors and director nominees, executive officers, shareholders beneficially owning more than 5% of the Company’s voting securities, and the immediate family members of directors, executive officers and beneficial shareholders owning more than 5% of the Company’s voting securities. The full Board, excluding the director involved directly or indirectly in the transaction, must review and approve any proposed related person transaction involving a director or the chief executive officer. The Governance and Sustainability Committee reviews proposed transactions with any other related persons, promoters, and certain control persons that would otherwise require disclosure in our SEC filings. If convening a Governance and Sustainability Committee meeting before a related party transaction occurs is impractical, the committee Chair may review the transaction alone. The Governance and Sustainability Committee, its Chair, or the Board, as applicable, may approve, in good faith, only those related person transactions that are in, or not inconsistent with, the Company’s best interests and the best interests of our stockholders. For this review, considerations include the benefits of the transaction to the Company, the impact on a director’s independence where applicable, the availability of comparable products or services, the transaction terms, the terms available to unrelated third parties and employees generally, and the nature of the relationship between the Company and the related party. There were no transactions that required review or approval by the Governance and Sustainability Committee, its Chair, or the full Board in 2021.

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

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

Meetings in 2021

Director

Alan S. Armstrong

CEO

Stephen W. Bergstrom

Board Chair

✓

✓

Nancy K. Buese

Michael A. Creel

Stacey H. Doré

Richard E. Muncrief

✓

Peter A. Ragauss

Rose M. Robeson

Scott D. Sheffield

Murray D. Smith

William H. Spence

Jesse J. Tyson

AUDIT COMMITTEE

Chair

Peter A. Ragauss

Members

Stephen I. Chazen**
Charles I. Cogut**
Michael A. Creel
Stacey H. Doré
Vicki L. Fuller*

Rose M. Robeson***

Jesse J. Tyson***

Number of
Meetings

9 meetings in 2021

Independent

Directors

100%

Charter:

https://www.williams.com/
wp-content/uploads/sites/
6/2019/11/2021.07.28-Audit-Committe-Charter-CURRENT.pdf

Responsibilities

Standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Exchange Act.

Oversight of the Independent Auditor

Engages (taking into account the stockholder vote on ratification) and oversees our independent registered public accounting firm, including review of the firm’s independence, qualifications, and performance.

Approves all audit and permissible non-audit services performed by the independent registered public accounting firm and related compensation.

Oversight of Financial Reporting

Oversees the Company’s financial reporting processes, including the integrity of our financial statements, our compliance with legal and regulatory requirements, and risk assessment and risk management.

Reviews our earnings releases.

Oversight of Risk Assessment & Management

Discuss with management policies related to risk assessment and risk management and the steps management has taken to monitor and control such exposure.

Reviews top risks identified by the Company’s strategic risk assessment process in the Committee’s subject matter expertise, including categories linked to climate change.

Oversight of Internal Audit

Reviews the performance of our internal audit function.

Oversight of Compliance Related to Financial Matters

Oversees investigations into complaints concerning financial matters.

Reviews with the General Counsel, and/or the Chief Ethics and Compliance Officer as needed, any actual and alleged violations of the Code of Business Conduct related to financial and accounting complaints.

Shares oversight responsibility with the Governance and Sustainability Committee for government relations related to matters concerning numerical integrity.

Performance Evaluation & Transparency

Reviews annually its charter and recommends any changes.

Evaluates annually the performance of the Committee and reports the results to the full Board.

Reports the activities of the Committee to the full Board at every regularly scheduled Board meeting.

Approves the Report on the Audit Committee included in the annual proxy statement.

all the members of the Audit Committee in 2021 and all current members of the Audit Committee are “financially literate” as defined by the NYSE Listed Company Manual; and

all members of the Audit Committee in 2021 except for Charles I. Cogut and Stacey H. Doré, qualify as audit committee financial experts as defined by the SEC, and all of the current members of the Audit Committee except for Charles I. Cogut and Stacey H. Doré, qualify as audit committee financial experts as defined by the SEC.

COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE

Chair

Scott D. Sheffield

Members

Stephen W. Bergstrom

Nancy K. Buese

Richard E. Muncrief***

Rose M. Robeson*

Murray D. Smith

William H. Spence

Number of

Meetings

5 meetings in 2021

Independent Directors

100%

Charter

https://www.williams.com/
wp-content/uploads/sites/
6/2019/11/2021.04.27-CURRENT-Compensation-and-Management-Development-Committee-Charter.pdf

Responsibilities

Oversight of Executive & Equity-Based Compensation

Approves executive compensation philosophy, policies, and programs that align the interests of our executive officers with those of our stockholders.

Oversees the material risks associated with compensation structure, policies, and programs.

Assesses the results of the advisory votes on executive compensation.

Recommends to the Board equity-based compensation plans.

Recommends to the Board cash-based incentive compensation plans for the NEOs and other executive officers.

Sets the corporate goals and objectives for compensation and evaluates the performance of the NEOs and other executives in light of those goals and objectives.

Approves the NEOs’ and certain other executives’ compensation, including salary, incentive compensation, equity-based compensation, any other remuneration.

Approves, amends, modifies, or terminates, in its settler (non-fiduciary) capacity, the terms of any benefit plan that does not require stockholder approval.

Reviews and recommends for Board approval the terms of any change-in-control program.

Engages and oversees any independent compensation consultant retained by the Committee and assesses any potential conflicts of interest of compensation consultants retained by management or the Committee.

Oversight of Management Development, Talent Development Across the Company and Diversity & Inclusion

Along with the full Board, annually reviews succession plans relating to executive officer positions, including plans to develop diverse candidates for leadership roles. Assists with succession planning for the CEO as requested by the Board.

Reviews talent management programs and processes.

Reviews diversity and inclusion organizational goals, metrics, and progress, while overseeing management’s efforts to increase diverse representation across recruiting, retention, and career development.

Regarding ESG matters, shares oversight responsibility with the EH&S Committee for employee health and development.

Oversight of Director Compensation & Director & Executive Officer Stock Ownership

Reviews annually and recommends to the Board the appropriate compensation of non-employee directors.