Chad J. Zamarin
About Chad J. Zamarin
Chad J. Zamarin is Executive Vice President, Corporate Strategic Development at The Williams Companies (WMB) and is one of the company’s Named Executive Officers (NEOs) for fiscal 2024, with eight years of credited service under Williams’ pension plans . Williams delivered record Adjusted EBITDA of $7.08 billion in 2024 (+4.4% YoY), raised 2025 guidance, and posted nearly 30% annualized total shareholder return (TSR) over the past five years, tying executive pay outcomes to ROCE, AFFO/share and a relative TSR modifier in long‑term incentives and to Adjusted EBITDA, Controllable Costs, and safety/environmental metrics in annual incentives .
Notably, Williams received 96.1% support on Say-on-Pay in 2024, reflecting broad shareholder backing for its pay-for-performance framework .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Williams Companies, Inc. | EVP, Corporate Strategic Development | 8 years credited service | Played key roles in the 2021 acquisitions/integration of Sequent and Wamsutter/Haynesville upstream assets, and 2022 acquisitions of NorTex, Trace Midstream, and MountainWest (closing early 2023), recognized with a special bonus |
External Roles
No external directorships or other roles are disclosed for Zamarin in Williams’ 2024–2025 DEF 14A filings. Skip.
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary (paid) | $606,923 | $643,846 | $666,923 |
| Annual Base Pay (year-end rate) | — | $650,000 | $670,000 |
| AIP Target ($) | — | — | $666,923 (grant table) |
| Special Bonus | $300,000 (transaction recognition) | — | — |
Performance Compensation
| Component | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Incentive (AIP) | Adjusted EBITDA | 50% | Pre-set plan targets | Included in 2024 AIP payout $1,055,000 | Cash, pays after 1-year period |
| Annual Incentive (AIP) | Controllable Costs | 35% | Pre-set plan targets | Included in 2024 AIP payout $1,055,000 | Cash |
| Annual Incentive (AIP) | Safety/Environmental (Tier 3 loss of containment, Methane reduction, High-potential hazard ID/incident ratio) | 5% each (15% total) | Pre-set plan targets | Included in 2024 AIP payout $1,055,000 | Cash |
| PSUs (2024 grant) | ROCE | 50% | Target shares 46,147 | Max potential 200% if goals exceeded | Earn over 3 years; distribute no earlier than 3rd anniversary |
| PSUs (2024 grant) | AFFO per share | 50% | Target shares 46,147 | Modifier: Relative TSR ±25% | 3-year performance, then vest |
| RSUs (2024 grant) | Stock price/time-based | — | 45,129 shares | Grant-date fair value $1,575,002 | Cliff vest at 36 months (2/22/2027) |
2024 grants detail:
- PSUs: 46,147 target shares; grant-date fair value $1,574,997
- RSUs: 45,129 shares; grant-date fair value $1,575,002
- 2024 vesting calendar for outstanding awards: RSUs/PSUs granted 2/23/2022 vest 2/23/2025; 2/23/2023 vest 2/23/2026; 2/22/2024 vest 2/22/2027 .
Stock vested in 2024:
- Shares vested: 171,497; value realized: $5,954,376 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 518,883 Williams common shares as of 2/25/2025 |
| RSUs/Options within 60 days | 0 RSUs and 0 options deemed beneficial within 60 days (SEC definition) |
| Outstanding Unvested Awards (12/31/2024) | RSUs: 45,129; PSUs: 46,147 (2024 grants). Prior grants outstanding: 48,309 RSUs (2023), 44,821 RSUs (2022); PSUs 46,671 (2023), 41,564 (2022). Market values based on $54.12 close on 12/31/2024 |
| Stock Ownership Guidelines | Exec & SVPs: 3× base salary |
| Hedging/Pledging | Prohibited for directors, officers, employees |
| 2024 Options Activity | No options listed for Zamarin; none exercised in 2024 |
Employment Terms
| Provision | Terms |
|---|---|
| Employment Agreement | No individual employment contracts; standard Change-in-Control (CIC) agreements in place |
| CIC Mechanics | Double trigger required for severance and equity acceleration (CIC plus qualifying termination); no excise tax gross-up; “best net” tax provision applies program-wide |
| Severance (Not for Cause, 12/31/2024 scenario) | Cash Severance $2,680,000; AIP $670,000; Stock awards $12,691,133; Health & Welfare $5,965; Outplacement $25,000; Total $16,072,099 |
| Severance (CIC + qualifying termination) | Cash Severance $4,020,000; AIP $670,000; Stock awards $15,744,847; Health & Welfare $87,677; Outplacement $25,000; Total $20,547,523 |
| Retirement Eligibility | Earlier of age 55 with 3 years service or age 65 |
| Clawback | Board may recoup incentive compensation for specified misconduct; NYSE-compliant clawback policy |
Pension and restoration plans (present value at 12/31/2024):
- Pension Plan: $190,280; Retirement Restoration Plan: $798,635; 8 years credited service .
Perquisites and other compensation (2024):
- 401(k) match $20,700; annual physical exam; personal aircraft use; life insurance; supplemental executive LTD; total “All Other Compensation” $30,619 .
Board Governance
- Williams’ board comprises 11 nominees in 2025, 10 of whom are independent; roles of Chair and CEO are separated; only independent directors serve on board committees .
- Zamarin is an executive officer (EVP) and NEO but is not listed as a Williams director in the company’s 2024 or 2025 proxy statements; therefore, no dual-role (executive + director) independence concerns apply to him at Williams .
Compensation Peer Group (Benchmarking, design guardrails)
- 2024 compensation peer group includes 16 companies (e.g., CenterPoint, Enbridge, Cheniere, Enterprise Products, ONEOK, Southern, Dominion, Kinder Morgan, Phillips 66, Targa, Sempra, etc.); Williams’ market cap ranked ~48th percentile vs peers .
- PSUs measure relative TSR versus a fixed midstream comparator set (since 2017) including Enbridge, Kinder Morgan, Targa, Energy Transfer, ONEOK, TC Energy, Enterprise Products Partners, Plains All American, Western Midstream .
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay support: 96.1% “For”; engagement with institutions representing ~50% of outstanding shares in 2024 .
Expertise & Qualifications
Disclosed impact areas for Zamarin include leading major acquisitions and integrations across 2021–2023 (Sequent, Wamsutter/Haynesville, NorTex, Trace Midstream, MountainWest), indicating M&A execution and strategic development focus . Skip undisclosed formal education/age.
Compensation Structure Analysis
- Strong variable pay mix: At target, 80%+ of NEO compensation is variable, anchored by PSUs tied to ROCE and AFFO/share with a relative TSR modifier, and AIP tied to Adjusted EBITDA, costs, and safety/environmental metrics .
- No employment agreements (except CIC), no excise tax gross-ups, double-trigger CIC, robust clawback, and anti-hedging/pledging policy mitigate governance risk .
Risk Indicators & Red Flags
- Hedging/pledging prohibited; no option repricing; equity vests over three years, capping AIP/PSU payouts at 200% to limit windfalls; no related party transactions reported for 2024; high Say-on-Pay support .
Investment Implications
- Pay-for-performance alignment is tight: Zamarin’s 2024 AIP ($1.055M) scaled with record Adjusted EBITDA and enterprise metrics, while significant unvested PSUs/RSUs create multi-year retention hooks and alignment with ROCE, cash generation (AFFO/share), and relative TSR outcomes .
- Upcoming vesting dates (Feb-2025/2026/2027) and the absence of options for Zamarin suggest limited option-exercise supply risk; vesting of RSUs/PSUs could be watchpoints for insider selling windows, though no pledging/hedging allowed under policy .
- CIC/not-for-cause severance values indicate moderate retention protection; board-wide governance practices (independent committees, separate Chair/CEO, clawbacks) reduce governance overhang risk and support sustained investor confidence .
Appendix: Key Company Performance Context
- 2024 Adjusted EBITDA: $7.08B (+4.4% YoY)
- 5-year annualized TSR: ~29–30% (2019–2024)