Richard Williams
About Richard E. Williams
Independent director since 2016; age 66 as of the 2025 annual meeting; Chair of the Nominating and Governance Committee and member of the Audit Committee. Retired from Royal Dutch Shell after 36 years, including 28 years at Shell Pipe Line Corporation and serving as President of Shell Wind Energy (2008–2013); BSEE from Penn State; registered Professional Engineer (Texas, Louisiana, Pennsylvania). The Board has determined he is independent under Nasdaq Listing Rule 5605(a)(2); no incumbent director attended fewer than 75% of Board and committee meetings in FY2024 (six Board meetings held). Executive sessions of independent directors occur four times per year; the Presiding Director role is held by Katheryn B. Curtis.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Royal Dutch Shell | Various business and operations leadership roles (28 years at Shell Pipe Line); President, Shell Wind Energy | 36 years overall; Shell Wind Energy 2008–2013 | Energy transition framework for the Americas; technical/operational leadership |
| Shell Pipe Line Corporation | Business and operations leadership | 28 years | Pipeline operations and industry expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Houston Technology Center | Chairman of the Board | Not disclosed | Technology ecosystem leadership |
| Houston Exponential | Interim CEO | Not disclosed | Innovation ecosystem leadership |
| CDM Partners, LLC | President | Current | Private entity; no related-party transactions disclosed |
Board Governance
- Committee assignments: Chair, Nominating and Governance; Member, Audit.
- Independence: Board majority independent; Williams deemed independent under Nasdaq rules; Audit Committee members are independent under Exchange Act Section 10A(m)(3).
- Attendance and engagement: Six Board meetings in FY2024; no incumbent director under 75% attendance; all directors present at the February 14, 2024 Annual Meeting.
- Executive sessions: Non-management directors meet in executive session four times a year; Presiding Director oversees sessions.
- Risk oversight: Audit Committee reviews financial reporting, internal controls, cybersecurity metrics; Compensation and Human Capital Committee reviews compensation risk; Nominating and Governance oversees corporate governance and ESG.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Quarterly Retainer – Audit Committee Chair | $20,750 | Charged for committee chair service |
| Quarterly Retainer – Compensation & Human Capital Committee Chair | $19,250 | |
| Quarterly Retainer – Nominating & Governance Committee Chair | $19,250 | Williams’ chair role |
| Quarterly Retainer – Presiding Director | $19,250 | |
| Quarterly Retainer – All Other Directors | $16,250 | Base cash retainer |
| FY2024 Cash Fees Paid (Williams) | $77,000 | Total cash fees in FY2024 |
| Meeting Fees | None | Committee meeting fees eliminated in current structure |
Performance Compensation
| Equity Award | Grant/Measure | Quantity/Value | Vesting |
|---|---|---|---|
| Annual Restricted Stock Award (Directors) | Fixed-value arrangement | $100,000 per year | Vests on earlier of first anniversary or next annual meeting |
| Unvested Restricted Shares (as of 9/30/2024) | February 2024 issuance | 660 shares | Earlier of first anniversary or next annual meeting |
| FY2024 Stock Awards (Williams, ASC 718 FV) | Total | $101,515 | Grant-date fair value per ASC 718 |
Note: Director equity is time-based restricted stock; no PSUs/options or performance metrics apply to director compensation. The Company revised director equity from fixed-shares to fixed-value in FY2024 (prior practice was ~2,400 shares/year).
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlocks/Conflicts |
|---|---|---|---|
| None disclosed (public companies) | Public | — | No public company directorships disclosed for Williams |
| Houston Technology Center | Non-profit/Private | Chairman of the Board | No related-party transactions disclosed by Powell |
| Houston Exponential | Non-profit/Private | Interim CEO | No related-party transactions disclosed by Powell |
| CDM Partners, LLC | Private | President | No related-party transactions disclosed by Powell |
Expertise & Qualifications
- Technical: Registered Professional Engineer; electrical engineering (BSEE).
- Industry: Oil & gas pipelines and wind energy; energy transition strategy.
- Governance: Chairing nominations/governance; director selection, board composition, ESG oversight.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Richard E. Williams | 14,260 | <1% | Includes 660 restricted shares |
| Shares Outstanding (record date) | 12,058,848 | — | As of January 2, 2025 |
- Ownership guidelines: Non-employee directors must hold vested/unvested shares equal to $195,000; four-year compliance window; all in compliance; Mohit Singh not yet due to tenure.
- Hedging/Pledging: Board members prohibited from hedging Company stock; executive pledging generally prohibited; no pledging by Williams disclosed.
- Section 16 compliance: Company disclosed one late Form 4 for each director, including Williams, for a February 2024 transaction.
Insider Trades
| Date/Type | Detail | Notes |
|---|---|---|
| February 2024 (Form 4) | Filing delinquent for one transaction (Williams) | Company disclosed late filings across several insiders |
Say-on-Pay & Shareholder Feedback
| Proposal | For | Against | Abstain | Outcome |
|---|---|---|---|---|
| 2024 Say-on-Pay | 9,969,638 | 87,381 | 13,092 | Approved |
Governance Assessment
-
Strengths
- Independent director with deep energy and engineering background; chairs Nominating & Governance and sits on Audit (adds technical and risk oversight).
- Board majority independent; strong engagement with no attendance issues; regular executive sessions.
- Director ownership guideline increased to a dollar-value standard ($195,000) enhancing alignment; hedging prohibited.
- Audit Committee includes cybersecurity metrics oversight, expanding risk governance scope.
-
Potential Watch Items / RED FLAGS
- Combined Chairman/CEO structure; mitigated by a Presiding Director but still a concentration of power.
- Section 16 reporting lapse (late Form 4) for Williams in February 2024—minor compliance red flag; track future filings.
- No disclosed performance-based director equity; alignment is primarily time-based restricted stock; while standard, lacks explicit performance linkage.
-
Compensation structure observations
- Shift from fixed-share grants (e.g., 2,400 shares historically) to fixed-value ($100,000) reduces dilution variability and standardizes director equity value.
- Current cash retainers are materially higher than prior years and meeting fees have been eliminated—simplifies pay and may increase fixed cash mix; monitor for pay inflation.
-
Related-party & conflicts
- Company maintains formal review process under Item 404; no related-party transactions tied to Williams disclosed.
Overall, Williams’ technical expertise and governance roles support board effectiveness; keep an eye on Section 16 timeliness and the CEO-Chair combination for balance of power and investor confidence.