Jesse J. Tyson
Director at WMB
Board
About Jesse J. Tyson
Independent director; age 72; director since 2022; MBA (The Ohio State University), BA in Economics (Lane College). Retired ExxonMobil executive with 37 years in the energy industry, including President & CEO of ExxonMobil Inter‑Americas (2002–2008), Global Aviation Director (2008–2011), and Global Customer Service & Logistics Manager (2000–2002); later President & CEO of the National Black MBA Association (2012–2018). Currently serves on WMB’s Audit and Governance & Sustainability Committees and is designated an Audit Committee financial expert by the Board. Mandatory retirement year: 2028.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ExxonMobil Inter‑Americas | President & Chief Executive Officer | Oct 2002 – Oct 2008 | Led regional business; oversight of US fuel distribution operations (bulk storage, ground, pipeline). |
| ExxonMobil | Global Aviation Director | Oct 2008 – Mar 2011 | Oversight of global aviation business. |
| ExxonMobil | Global Customer Service & Logistics Manager | Jan 2000 – Oct 2002 | Led global call center consolidation; logistics/customer service. |
| ExxonMobil (earlier) | Various management positions | Earlier career | Developed US affiliate annual financial plan; operations oversight. |
| National Black MBA Association | President & Chief Executive Officer | Jan 2012 – Jun 2018 | Led national professional association. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lane College | Trustee | Current | Governance oversight at HBCU. |
| Benedict College | Trustee | Current | Governance oversight at HBCU. |
| OSU Fisher College of Business | Dean’s Advisory Board | Current | Advisory to business school leadership. |
| “Largest and oldest Black business fraternity” | President‑Elect | Current | Leadership role (organization name not specified in proxy). |
Board Governance
- Committee assignments: Audit; Governance & Sustainability. No chair roles.
- Independence: Board affirmatively determined Tyson is independent (NYSE standard).
- Audit Committee financial expert: Board designated Tyson as an SEC “audit committee financial expert.”
- Attendance/engagement: Board met 5 times in 2024; independent directors held executive sessions at each regularly scheduled meeting; each director attended ≥75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting.
- Board leadership: Independent Chair (Stephen W. Bergstrom); CEO and Chair roles separated.
- Committees composed solely of independent directors; heightened independence requirements confirmed for Audit and Compensation committees.
- Stockholder engagement and governance practices include proxy access, majority voting for uncontested elections, and robust ESG/cyber oversight.
Fixed Compensation
- Non‑employee director compensation structure (fiscal year 2024–2025): $120,000 annual cash retainer (paid quarterly) and $185,000 annual time‑based RSU retainer (granted at annual meeting and deferred until retirement; dividend equivalents reinvested).
- Leadership fees (not applicable to Tyson): Audit Chair $30,000; other committee chairs $20,000 each; Board Chair additional $200,000 equity retainer.
| Item (2024 service) | Amount ($) | Notes |
|---|---|---|
| Cash fees earned | 118,750 | Includes annual retainer and committee service; no chair fees. |
| Stock awards (grant‑date fair value) | 185,010 | Time‑based RSUs under 2007 Incentive Plan. |
| All other compensation | 20,000 | Charitable matching/United Way program. |
| Total | 323,760 | Sum of all components. |
Outstanding awards as of 12/31/2024:
| Metric | Value |
|---|---|
| Units of stock outstanding | 18,116 |
| Options exercisable | — (none) |
Performance Compensation
- WMB does not grant performance‑based equity (PSUs) or cash incentives to non‑employee directors; director equity is time‑based RSUs deferred until retirement.
| Performance‑linked components | Status |
|---|---|
| PSUs / AIP metrics for directors | Not used / Not applicable. |
Other Directorships & Interlocks
- Current public company boards: None.
- Prior public company boards (past 5 years): None.
- Independence review: No ordinary‑course business transactions listed for Tyson; no related‑party transactions required review/approval in 2024.
- Overboarding policy: Directors generally limited to ≤4 public company boards; Audit members ≤3 audit committees without Board approval.
Expertise & Qualifications
- Skills/experience: Energy industry; Operations/EH&S; Executive leadership; Sustainability; Finance & accounting; M&A; Human capital management; Strategy/risk.
- Education: MBA (The Ohio State University); BA, Economics (Lane College).
- Audit literacy: Audit Committee members are financially literate; Tyson designated as audit committee financial expert.
Equity Ownership
- Units outstanding: 18,116 (RSUs; deferred until retirement).
- Options: None.
- Ownership guidelines: Directors must hold stock equal to 5× annual cash retainer; director equity is deferred until retirement.
- Hedging/pledging: Prohibited for directors, officers, and employees.
- Compliance with ownership guidelines: Individual compliance status not disclosed. (No data in proxy.)
Governance Assessment
- Board effectiveness: Tyson strengthens oversight via Audit and Governance & Sustainability service and brings deep operational/logistics expertise from ExxonMobil; designation as an audit financial expert bolsters financial reporting oversight.
- Alignment/incentives: Standard director pay mix (cash + deferred RSUs) and 5× retainer ownership guideline promote long‑term alignment; RSUs deferred until retirement add holding discipline.
- Independence/conflicts: Affirmed independent; no related‑party transactions identified for 2024; company prohibits hedging/pledging and maintains robust RPT review procedures.
- Engagement/attendance: Meets company thresholds; Board holds regular executive sessions and active oversight across ESG/cyber.
- Risk indicators/red flags: No director‑specific red flags disclosed (no pledging/hedging, no RPTs, no current external public boards). Age 72 with mandatory retirement at 75 suggests natural refresh cycle but no immediate concern.
Additional context for investor confidence: 2024 say‑on‑pay support at 96.1% signals broad shareholder endorsement of WMB’s compensation governance; committees meet heightened independence standards.