Alan Armstrong
Director at CEG
Board
About Alan Armstrong
Alan S. Armstrong was elected to Constellation Energy’s board effective January 1, 2026; the Board has not yet determined his committee assignments. He is Executive Chairman at Williams after serving ~14 years as President & CEO, and holds a B.S. in Civil Engineering from the University of Oklahoma, where he chairs the OU Foundation. He currently chairs the National Petroleum Council, is a founding member of Natural Allies for a Clean Energy Future, and serves on the board of BOK Financial Corp .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Williams | Executive Chairman | 2025–present | Oversight as board chair following 14-year CEO tenure, strategic guidance on energy infrastructure growth |
| Williams | President & CEO | ~2011–2025 | Led major expansions in energy infrastructure; long-term growth and operational excellence |
| Williams | SVP – Midstream (and earlier roles) | Pre-2011 | Led North American midstream and olefins businesses through growth; joined as engineer in 1986 |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| National Petroleum Council | Chair | Current | Industry advisory leadership |
| Natural Allies for a Clean Energy Future | Founding Member | Current | Advocacy for natural gas in clean energy transition |
| BOK Financial Corp | Director | Current | Public company board service |
| University of Oklahoma Foundation | Chair | Current | Higher-education governance leadership |
Board Governance
- Election and start date: Elected September 23, 2025, effective January 1, 2026; committees TBD. Will receive Constellation’s standard director compensation program .
- Independence: Constellation’s Board affirms all non-employee directors meet Nasdaq/SEC independence standards; formal status for Mr. Armstrong will be disclosed in the 2026 proxy .
- Committee framework: Four independent committees—Audit & Risk, Compensation, Corporate Governance, and Nuclear Oversight—each meeting at least four times per year and conducting annual self-evaluations .
- Attendance expectations: Directors are expected to attend all Board and committee meetings; in 2024, Board and committee attendance was 100% .
- Board declassification: All directors will be elected annually after the 2026 Annual Meeting .
- Director retirement policy: Mandatory resignation at/after age 80, subject to Board discretion .
- Executive sessions and oversight: Regular executive sessions of independent directors; robust risk, cybersecurity, and sustainability oversight distributed across committees .
Fixed Compensation
| Component | Amount/Structure | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $125,000 | Paid quarterly; new directors receive prorated fees |
| Board Chair retainer | $200,000 | Incremental to director retainer |
| Committee Chair retainers | Audit & Risk: $25,000; Compensation: $20,000; Corporate Governance: $20,000; Nuclear Oversight: $20,000 | Nuclear Oversight: all members receive $20,000 retainer |
| Special committee fee | $5,000 per quarter | For service while the special committee is active |
| Deferred cash option | Director Deferred Compensation Plan | Non-qualified multi-fund deferral; distributions in lump sum or installments at age 65/72 or upon board departure |
| Equity—legacy structure (through 2024) | DSUs credited quarterly (with dividend equivalents) | Settled in stock upon distribution election |
| Equity—2025 change | Annual grant in advance; option to defer as DSUs or receive RSUs | RSUs vest after one year; aligns with market practice |
| Ownership guideline | 5× annual cash retainer | Must meet within five years; DSUs and beneficially owned shares count |
| Perquisites | Limited, with disclosed aircraft personal use incremental costs for certain directors | Examples disclosed for 2024 directors (de Balmann, Halverson, Lawless) |
Armstrong will receive Constellation’s standard director compensation as disclosed in the proxy program above .
Performance Compensation
| Director Compensation Metric | Use in Director Pay | Terms |
|---|---|---|
| Performance-based metrics (e.g., TSR, FCF) | None for directors | Director equity is DSUs or one-year RSUs; no performance conditions |
Note: Constellation’s TSR and Free Cash Flow metrics apply to executive long-term incentives, not to director compensation .
Other Directorships & Interlocks
| Company | Board/Role | Potential Interlock Consideration |
|---|---|---|
| Williams (public) | Executive Chairman | Constellation’s pending Calpine acquisition expands low-emission natural gas generation; industry adjacency may create perceived conflicts to monitor via related-person transaction policy |
| BOK Financial (public) | Director | Financial services oversight; low direct operating overlap with Constellation’s core generation/retail energy |
- Related-person transactions policy: Corporate Governance Committee oversees and approves any transactions >$120,000 involving directors/executives; none identified in 2024 .
Expertise & Qualifications
- Deep operational and commercial expertise in natural gas infrastructure; led significant expansion initiatives and long-term growth at Williams .
- Governance and industry leadership as chair of National Petroleum Council and OU Foundation; advocacy experience with Natural Allies .
- Technical foundation: Civil engineering degree; ~40 years in energy industry roles .
Equity Ownership
- Constellation guideline: Directors must hold shares (including DSUs/RSUs) equal to 5× annual cash retainer within five years of initial election .
- Settlement mechanics: DSUs earn dividend equivalents and are settled in shares per election; RSUs vest time-based and settle in shares .
- As a new director effective in 2026, Armstrong’s initial holdings will be reported in the 2026 proxy; 8-K confirms standard director compensation eligibility .
Governance Assessment
-
Strengths:
- Independent board with separated Chair/CEO roles, rigorous committee charters, and annual self-evaluations; 100% attendance in 2024 enhances board effectiveness .
- Clear related-party policy with no related transactions in 2024; strong ethics/compliance program and hedging/pledging prohibitions support alignment .
- Ownership guidelines for directors (5× retainer) and responsive governance (e.g., board declassification after 2026) should bolster investor confidence .
-
Watch items / RED FLAGS to monitor:
- Concurrent leadership at Williams amid Constellation’s integration of low-emission natural gas assets via Calpine may raise perceived conflicts; ensure robust recusal protocols and Related Person review for any material interactions between Constellation and Williams or affiliated entities .
- Committee assignments for Armstrong are TBD; avoid Audit & Risk Committee placement if any independence concerns arise from industry overlap until formal assessment is disclosed in the 2026 proxy .
- Ensure timely progress toward stock ownership guideline within five years and adherence to insider trading/hedging prohibitions .
-
Signals of investor responsiveness: Constellation’s governance and compensation practices have evolved based on shareholder feedback (e.g., introduction of relative TSR in executive LTIP in 2024), indicating constructive engagement and alignment tendencies .