George Williams
About George A. Williams
Independent director (age 63) serving on the UL Solutions board since November 2023, with prior board service from 2012–2018. He chairs the board of trustees of UL Research Institutes (the sole member of UL Standards & Engagement) and is one of four directors designated by UL Standards & Engagement under the Stockholder Agreement, yet the Board has affirmatively determined him to be independent under NYSE rules. Williams holds a B.S. in Electrical Engineering (Widener University) and an MBA (Saint Joseph’s University), with a career spanning senior operating roles in utilities and nuclear generation, and CEO experience in electrical construction and services.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PMI Energy Solutions, LLC | President & CEO; later Consultant | President & CEO: Mar 2011–Nov 2023; Consultant since Dec 2023 | Led electrical construction/maintenance/services; continued consulting post-CEO |
| El Paso Electric Company | Chief Operating Officer | Prior to 2011 (dates not specified) | Oversight of utility operations |
| Commonwealth Edison Company | SVP of Operations | Prior to 2011 (dates not specified) | Led operational performance |
| Entergy Nuclear South (Grand Gulf Nuclear Station) | Site Vice President | Prior to 2011 (dates not specified) | Nuclear station leadership |
| PPL Susquehanna, Progress Energy, PECO Energy | Executive/senior operational roles | Prior to 2011 (dates not specified) | Various operational leadership posts |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| UL Research Institutes | Chair, Board of Trustees | Since 2008 | Governs ULSE’s sole member |
| Badger Infrastructure Solutions Ltd (TSX:BDGI) | Director | Since Jan 2025 | Nominating & Governance; Sustainability, Health & Safety |
| Capital Power Corporation (OTC: CPXWF) | Director | Since May 2024 | People, Culture & Governance; Health, Safety & Environment |
| Middle States Electrical Contractors Association | Vice President, Board | 2022–2024 | Governance |
| PMI | Director | 2011–2023 | Governance |
| The Will Group | Director | 2021–2023 | Governance |
| Illinois Black Chamber of Commerce | Director | 2011–2022 | Governance |
| Quad County Urban League | Director | 2015–2019 | Community development |
Board Governance
- Committee assignments: Human Capital & Compensation (HCC) and Nominating. The HCC met 6 times and the Nominating Committee met 4 times in 2024; board held 12 meetings, and each director attended at least 75% of board and committee meetings when serving.
- Independence: Board affirmatively determined Williams is independent under NYSE standards.
- Controlled company dynamics: UL Standards & Engagement (ULSE) holds ~95.7% voting power and designates four board seats (including Williams). ULSE has consent rights over significant corporate actions and board observer rights; each committee must include at least one ULSE designee while ULSE can designate ≥2 directors. This structure is a governance consideration for minority investors.
- Director election (May 20, 2025): Votes For 1,432,227,429; Withhold 6,810,370; Broker non-votes 1,690,250.
Fixed Compensation
| Component | Amount/Detail | Evidence |
|---|---|---|
| Annual cash retainer (post-IPO) | $85,000 | |
| Committee fees (annual) | Audit Chair $20,000; Audit Member $10,000; Finance Chair $12,500; Finance Member $6,250; HCC Chair $15,000; HCC Member $7,500; Nominating Chair $12,500; Nominating Member $6,250 | |
| 2024 fees earned (Williams) | $135,000 | |
| All other compensation (travel reimbursements, 2024) | $11,670 |
Notes:
- Pre-IPO (Jan 1–Mar 31, 2024) annualized basic cash retainer was $230,000; post-IPO compensation shifted to cash + equity.
Performance Compensation
| Equity Grant | Grant Date Fair Value | Units Outstanding | Vesting | Notes |
|---|---|---|---|---|
| Annual RSUs (director program) | $170,000 | 4,915 unvested RSUs as of 12/31/2024 (each director) | Earlier of 1-year anniversary of grant or next annual meeting; dividend equivalents credited and vest concurrently | |
| RSUs subject to near-term vest (60 days from 3/26/2025) | Included within beneficial ownership methodology | 4,927 RSUs (per director footnote) | Vesting within 60 days post record date |
- No performance metrics are tied to director compensation; director RSUs are time-based rather than performance-based.
Other Directorships & Interlocks
| Entity | Relationship to ULS | Governance Consideration |
|---|---|---|
| UL Research Institutes / UL Standards & Engagement | ULSE is controlling stockholder; ULRI is ULSE’s sole member; Williams chairs ULRI and is an ULSE-designated ULS director | Potential perception of influence due to controlled company; formal independence affirmed by board |
| Badger Infrastructure Solutions; Capital Power | External public boards in infrastructure/energy | Sector expertise beneficial; monitor for any transactional overlap (none disclosed) |
Expertise & Qualifications
- Energy and utility operations leadership; nuclear generation site leadership; electrical construction and services CEO experience—aligned with ULS’s industrial and TIC exposure.
- Governance roles across multiple boards and associations; current public board committee service in safety, sustainability, people/culture, and governance.
- Electrical engineering and MBA credentials.
Equity Ownership
| Item | Amount/Detail | Evidence |
|---|---|---|
| Total beneficial ownership (Class A) | 13,855 shares (less than 1%) | |
| RSUs included (vest within 60 days of 3/26/2025) | 4,927 RSUs counted under SEC 60-day rule | |
| Unvested RSUs outstanding (as of 12/31/2024) | 4,915 | |
| Ownership guidelines | Directors must hold shares equal to 5× annual cash retainer; 100% retention of net shares until guideline met | |
| Guideline compliance status | All non-employee directors either met guidelines or are in compliance via retention requirement (as of 12/31/2024) | |
| Hedging/pledging | Prohibited by policy for directors, officers, employees, household members, and controlled entities |
Governance Assessment
- Board effectiveness and engagement: Williams serves on HCC and Nominating—two oversight-intensive committees. Board and committees met frequently in 2024, and directors maintained ≥75% attendance, supporting engagement.
- Independence and controlled company dynamics: Despite formal independence, Williams is an ULSE designee, and ULSE’s consent and observer rights introduce structural influence. Investors should weigh the strong alignment with the UL enterprise mission against minority shareholder safeguards typical for controlled companies.
- Compensation alignment: Director pay mix shifted at IPO from cash-only to cash + RSUs with a one-year vest, and robust stock ownership guidelines enforce alignment; hedging/pledging are prohibited, reducing misalignment risks.
- Voting signals: Strong support in 2025 director elections for Williams and robust say-on-pay approval suggest favorable shareholder sentiment toward governance and pay programs.
- Conflicts and related-party exposure: No Williams-specific related-party transactions disclosed. Organizational arrangements exist with UL Research Institutes and UL Standards & Engagement (e.g., standards, trademarks, services), which reflect the UL enterprise structure rather than personal transactions.
- Compensation committee process quality: HCC uses FW Cook as an independent consultant and oversees director pay, incentive plans, and stock ownership guidelines, indicating adherence to best practices.
Director Compensation (2024) Summary
| Metric | Amount | Evidence |
|---|---|---|
| Fees Earned or Paid in Cash | $135,000 | |
| Stock Awards (RSUs) | $169,998 | |
| All Other Compensation | $11,670 | |
| Total | $316,668 |
Shareholder Voting Outcomes (2025 Annual Meeting)
| Proposal | Outcome Detail |
|---|---|
| Election of George A. Williams | For: 1,432,227,429; Withhold: 6,810,370; Broker non-votes: 1,690,250 |
| Ratification of PwC (2025) | For: 1,439,695,470; Against: 322,499; Abstain: 710,080 |
| Say-on-Pay (Advisory) | For: 1,438,546,235; Against: 374,149; Abstain: 117,415; Broker non-votes: 1,690,250 |
| Say-on-Pay Frequency | 1-Year: 1,438,773,011; 2-Year: 2,292; 3-Year: 141,501; Abstain: 120,995; Broker non-votes: 1,690,250 |
RED FLAGS and Watch Items
- Controlled company: ULSE’s 95.7% voting power and extensive consent/observer rights can constrain minority shareholder influence; ensure committee independence in practice, not just in form.
- UL enterprise interlocks: Williams’s ULRI chair role and ULSE designation warrant monitoring of committee deliberations where enterprise interests might diverge from public shareholders.
- External roles: Maintain oversight for any transactional overlap with Badger Infrastructure Solutions or Capital Power—none disclosed currently.
- Equity practices: Director RSUs are time-based; while aligned via ownership guidelines, absence of performance conditions in director stock grants is common but reduces strict pay-for-performance linkage.
Notes on Policies
- Insider Trading, Hedging & Pledging: Directors are subject to insider trading policies; hedging, short sales, derivatives trading, margin purchases, borrowing against stock, and pledging are prohibited.
- Director Deferred Compensation Plan: Directors may defer cash retainers and RSUs for 5 or 10 years or until board departure; dividend equivalents accrue; accelerated settlement upon change in control; settled in Class A shares.