Carri A. Lockhart
Director at WMB
Board
About Carri A. Lockhart
Independent director at The Williams Companies, Inc. since 2023; age 53 as of April 29, 2025. BS in Petroleum Engineering from Montana College of Mineral Science & Technology. Career spans international energy operations, technology leadership, and digital transformation, including Executive Vice President, Technology, Digital & Innovation at Equinor; prior senior roles at Equinor and Marathon Oil. Determined independent under NYSE standards in January 2025. Mandatory retirement year 2046.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Equinor (formerly Statoil) | Executive Vice President, Technology, Digital & Innovation (Oslo) | Not disclosed | Led technology for renewables and energy transition; led IT; drove digital agenda |
| Equinor | SVP Portfolio & Partner Operated, Development & Production International | Not disclosed | International portfolio oversight |
| Equinor | SVP, U.S. Offshore | Not disclosed | U.S. offshore operations leadership |
| Marathon Oil | Reservoir and production/operations engineer; later Director of Business Development – Americas; Alaska Regional GM; VP UK – North Sea; VP Bakken; VP Eagle Ford | Not disclosed | Broad subsurface, operations, facilities construction and business development experience |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Innovex International, Inc. (public) | Director | Current | Audit; Nominating & Governance (Chair); Compensation |
| Ascent Resources LLC (private) | Director | Current | Not disclosed |
| Dril-Quip, Inc. (public) | Director | Prior within last 5 years | Not disclosed |
Note: Innovex International, Inc. merged with Dril-Quip, Inc. in September 2024.
Board Governance
- Committee assignments: Compensation & Management Development; Environmental, Health & Safety; no chair roles.
- Independence: Board affirmed independence of Lockhart under NYSE standards in January 2025; ordinary-course transactions with Ascent Resources Holdings, LLC reviewed and deemed below thresholds and not a related party transaction under Item 404(a).
- Attendance: Board met 5 times in 2024; independent directors held executive sessions at each regularly scheduled meeting; each director attended at least 75% of aggregate Board and applicable committee meetings, and all attended the 2024 annual meeting.
- Board structure: Independent Board Chair; roles of Chair and CEO are separated.
- Governance practices: Only independent directors serve on Board committees; prohibition on pledging/hedging by directors; director stock ownership guidelines and deferral of director equity until retirement.
Fixed Compensation
| Component | Amount | Terms |
|---|---|---|
| Annual cash retainer (non-employee director) | $120,000 | Paid quarterly |
| Annual equity retainer (RSUs) | $185,000 | Granted at annual meeting; deferred until retirement; dividend equivalents reinvested |
| Chair retainers – Audit | $30,000 | Paid quarterly |
| Chair retainers – Compensation & Mgmt Development | $20,000 | Paid quarterly |
| Chair retainers – Environmental, Health & Safety | $20,000 | Paid quarterly |
| Chair retainers – Governance & Sustainability | $20,000 | Paid quarterly |
| Program update | Retainer increased from $290,000 to $305,000; cash $115,000→$120,000; equity $175,000→$185,000 (2024–2025) | Align to market |
| FY 2024 Director Compensation – Carri A. Lockhart | Amount |
|---|---|
| Fees earned/paid in cash | $118,750 |
| Fees earned/paid in stock (grant date fair value – time-based RSUs) | $185,010 |
| All other compensation | $0 |
| Total | $303,760 |
| Cash detail: Annual cash retainer (including service on two committees) | $118,750 |
Performance Compensation
| Element | Structure | Performance Metrics |
|---|---|---|
| Director equity retainer (RSUs) | Time-based RSUs; deferred until retirement from Board | No performance metrics; vests per program and distribution at retirement; dividend equivalents reinvested |
Clawbacks and double-trigger change-in-control provisions apply to executive incentives; director compensation is fixed retainer + time-based RSUs.
Other Directorships & Interlocks
| Counterparty | Relationship | Potential Interlock/Transaction | Board Determination |
|---|---|---|---|
| Ascent Resources Holdings, LLC | Lockhart serves on board of parent (private) | Ordinary-course business transactions with Williams | Below NYSE thresholds; not a related party transaction under Item 404(a); independence maintained |
| Innovex International, Inc. | Lockhart serves as director | No Williams-related transactions disclosed | No conflicts disclosed |
| Dril-Quip, Inc. | Prior directorship | No Williams-related transactions disclosed | N/A |
Expertise & Qualifications
- Deep energy industry expertise across offshore/onshore, conventional/unconventional operations, facilities construction, business development, and international country management.
- Technology and digital leadership (CIO/CTO scope): renewables, energy transition, IT organization leadership, digital agenda.
- Governance experience from public and private boards; committee leadership (chair, Innovex).
Equity Ownership
| As of Feb 25, 2025 | Direct/Indirect Shares | RSUs within 60 days | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|
| Carri A. Lockhart | 0 | 12,930 | 12,930 | <1% |
| Outstanding Awards (Dec 31, 2024) | Units |
|---|---|
| Stock awards outstanding (Lockhart) | 12,930 |
RSUs have no voting or investment power until vesting; director equity is deferred until retirement.
Governance Assessment
- Independence and conflicts: Independence reaffirmed in 2025; Ascent-related transactions reviewed and deemed immaterial and not related party – a positive signal for conflict management.
- Engagement and attendance: Met attendance and annual meeting participation requirements; Board maintains executive sessions at each regularly scheduled meeting, supporting robust independent oversight.
- Alignment and incentives: Director equity retainer deferred until retirement and ownership guidelines for directors at 5x annual cash retainer strengthen long-term alignment; hedging/pledging prohibited.
- Committee effectiveness: Service on Compensation & Management Development and Environmental, Health & Safety situates Lockhart at key oversight nodes for human capital, pay design, and EH&S risk – relevant to midstream operational risk and ESG metrics.
- External load and overboarding policy: Company prohibits service on more than four public boards without approval; Lockhart’s disclosed public board service remains within policy.
- RED FLAGS: None disclosed regarding related party transactions, hedging/pledging, or low attendance; beneficial ownership currently via RSUs rather than directly held common shares, but within company’s deferred director equity design.