Albert J. Williams
HANCOCK WHITNEYAbout Albert J. Williams
Albert J. Williams (age 56) is an independent director nominee to HWC’s Board, slated to join the Board Risk Committee upon election. He spent 30+ years at Chevron, most recently as Vice President of Corporate Affairs (Mar 2021–Feb 2025), with prior leadership across international operations and finance; he holds a BS in Electrical Engineering (Mississippi State University) and an MBA (Tulane University) . The Board has determined he is independent under NASDAQ rules; he is therefore eligible for executive sessions and committee service composed of independent directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chevron Corporation | Vice President, Corporate Affairs | Mar 2021–Feb 2025 | Oversaw government/public affairs, reputation, social investment performance |
| Chevron Australia | Managing Director | 2019–2021 | Oversight of financial/operational performance, government/partner/community relations |
| Chevron Pipeline Company | President | Not disclosed | Led pipeline operations; executive leadership experience |
| Chevron Indonesia Heavy Oil Operations | Vice President | Not disclosed | Heavy oil operations leadership |
| Chevron Thailand | Asset Manager | Not disclosed | Asset management leadership |
| Chevron Africa & Latin America E&P | General Manager, Finance | Not disclosed | Regional finance leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| United States Energy Association | Board of Directors | Current | Industry nonprofit governance |
| USC Viterbi School of Engineering | Board of Advisors | Current | Academic advisory role |
| Mississippi State University Bagley College of Engineering | Advisory Board | Current | Academic advisory role |
| Atlantic Council | Board Executive Committee | Current | Nonprofit policy organization leadership |
| Mississippi State University Foundation | Board (prior) | Prior service | University foundation governance |
Board Governance
- Independence: Board determined Williams is independent under NASDAQ; all non-employee directors are independent and committees (except Executive Committee) are fully independent .
- Committee assignment: Board Risk Committee (effective after election) .
- Attendance and engagement: The Board held 10 meetings in 2024; incumbents attended ≥75% of Board/committee meetings and all directors attended the 2024 annual meeting; independent directors convened seven executive sessions (Williams was a nominee in 2025; attendance not applicable yet) .
- Board refresh and policy signals: Mandatory retirement at 72; ongoing director training; executive sessions; prohibition on hedging; no director pledging in 2024 .
Fixed Compensation
| Component | Amount | Vesting / Terms | Eligibility |
|---|---|---|---|
| Annual Board cash retainer | $50,000 | Paid quarterly; directors may elect stock in lieu of cash up to $100,000 and/or defer under NQDC Plan | Non-employee directors |
| Board Risk Committee member retainer | $10,000 | Annual; Chair adds $15,000 | Risk Committee members |
| Annual equity grant (restricted stock) | ~$75,000 grant-date value | One-year service-based vesting; annual grant near meeting date; may defer under NQDC | Non-employee directors |
| New director stock grant | 100 fully-vested shares | Granted upon appointment to meet Mississippi statute | New directors |
- Director stock ownership guidelines: Directors must reach and maintain Company stock equal to 5x the annual cash retainer; five-year compliance window from appointment; must retain 50% of net shares acquired until compliant .
Performance Compensation
No performance-linked director compensation (no bonuses or PSUs for directors); equity grants are time-based restricted stock with one-year vesting .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Williams |
| Private/nonprofit/academic boards | USEA, USC Viterbi Advisory, MSU Bagley Advisory, Atlantic Council Executive Committee |
| Interlocks with HWC competitors/customers | None disclosed; Item 404 related-party review in place via Audit Committee processes |
Expertise & Qualifications
- Energy industry and environmental risk assessment; management of international operations; executive leadership; finance and corporate affairs; Gulf Coast market familiarity .
- Board Risk Committee focus aligns with his risk oversight and operating experience .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Albert J. Williams | 0 | <1% | New nominee; not yet received annual equity grant |
| Pledging / Hedging | None pledged in 2024; hedging prohibited by policy | — | Insider Trading Policy prohibits hedging; directors did not pledge shares in 2024 |
| Ownership guidelines | 5x annual cash retainer; 5-year window; retain 50% of net shares until compliant | — | Applies upon appointment |
Governance Assessment
- Strengths: Independent nominee with deep risk and operational credentials relevant to Board Risk oversight; strong governance practices at HWC (independent chair; executive sessions; director ownership guidelines; hedging ban; no pledging) support board effectiveness and investor alignment .
- Compensation alignment: Director pay mix is modest cash plus annual restricted stock (1-year vest) with ownership/retention requirements; no director bonuses or option grants, reducing pay-related risk and promoting long-term alignment .
- Conflicts/related-party exposure: No Item 404 related-party transactions disclosed for Compensation Committee members; related-party transaction controls and Regulation O monitoring in place; no specific related transactions disclosed for Williams .
- Engagement/attendance signals: Board met 10 times, with regular independent executive sessions; Williams’ attendance will be trackable post-election; current structure indicates active oversight culture .
- Shareholder signals: Strong say-on-pay support (96% in 2024) indicates investor confidence in broader compensation governance, indirectly supportive of board oversight credibility .
RED FLAGS: None disclosed specific to Williams (no related-party transactions, no pledging, no hedging). Monitor for potential energy-industry overlap with clients; HWC’s Audit Committee and Regulation O framework mitigate insider transaction risks .