Rose M. Robeson
Director at WMB
Board
About Rose M. Robeson
Independent director since 2020 (age 64), Robeson is a retired Group Vice President and Chief Financial Officer of DCP Midstream LLC with 42+ years of finance and accounting experience; she holds a BS in Accounting from Northwest Missouri State University and is a Certified Public Accountant (inactive) . The Board affirmed her independence in January 2025; she currently chairs WMB’s Audit Committee and serves on the Environmental, Health & Safety Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DCP Midstream LLC | Chief Financial Officer | Jan 2002 – May 2012 | Led finance during significant midstream growth |
| DCP Midstream GP LLC (GP of DCP Midstream Partners, LP) | Chief Financial Officer | May 2012 – Jan 2014 | GP-level finance oversight |
| Kinder Morgan, Inc. | Vice President & Treasurer | Not disclosed | Treasury leadership |
| Total Petroleum, Inc. | Finance roles | Not disclosed | Increasing responsibility in finance |
| Ernst & Young | Audit/Accounting roles | Not disclosed | Early-career public accounting foundation |
| American Midstream GP, LLC | Director | 2014 – 2016 | Board governance |
| AMGP GP LLC / Antero Midstream Corporation | Director | 2017 – 2019; continued to 2022 | Transitioned through corporate reorganization to Antero Midstream Corp |
| Tesco Corporation | Director | Until 2017 (acquisition by Nabors) | Oversaw through M&A outcome |
External Roles
| Company | Role | Status | Committees |
|---|---|---|---|
| SM Energy Company | Director | Current | Governance & Sustainability; Compensation (Chair) |
| NPK International Inc. (formerly Newpark Resources, Inc.) | Board Chair | Current | Board leadership |
| Antero Midstream Corporation | Director | Prior (ended 2022) | Not disclosed |
| AMGP GP LP | Director | Prior | Not disclosed |
Board Governance
- Committees: Audit (Chair); Environmental, Health & Safety (Member) .
- Independence: Board determined Robeson is independent under NYSE rules (Jan 2025); considered ordinary-course transactions with NPK International Inc. and SM Energy Company—none met related-party thresholds under Item 404(a) .
- Attendance: Board met 5 times; each director attended at least 75% of aggregate Board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Audit Committee qualifications: Designated “financially literate”; one of four Audit Committee Financial Experts (Creel, Ragauss, Robeson, Tyson) .
- Overboarding guardrails: Directors limited to ≤4 public boards; Audit Committee members limited to ≤3 audit committees absent Board approval; Robeson’s current public roles (WMB, SM Energy, NPK International) are within guidelines .
Fixed Compensation
| Component | Amount | Terms |
|---|---|---|
| Annual Cash Retainer | $120,000 | Paid quarterly |
| Annual Equity Retainer (RSUs) | $185,000 | Granted at annual meeting; deferred until board retirement; dividend equivalents reinvested |
| Audit Committee Chair Retainer | $30,000 | Paid quarterly |
| Total Standard Director Package | $305,000 | Increased from $290,000 for 2024–2025 |
2024 actual for Robeson:
| Item | Amount |
|---|---|
| Cash (incl. Audit Chair) | $148,750 |
| Equity (RSUs grant-date fair value) | $185,010 |
| All Other (charitable matching) | $5,000 |
| Total | $338,760 |
Notes:
- The RSU awards are time-based under the 2007 Incentive Plan; amounts reflect grant-date fair value per ASC 718 .
- No option awards; directors generally hold time-based RSUs only .
Performance Compensation
| Director Performance-Linked Components | Details |
|---|---|
| None | WMB’s non-employee directors do not receive performance-based equity (e.g., PSUs) or annual bonuses; equity is time-based RSUs deferred to retirement, aligning with long-horizon stewardship rather than near-term pay-for-performance . |
Other Directorships & Interlocks
| Company | Relationship to WMB | Governance Consideration |
|---|---|---|
| SM Energy Company | Ordinary-course transactions | Evaluated for independence; below NYSE thresholds; not a related-party transaction under Item 404(a) |
| NPK International Inc. | Ordinary-course transactions | Evaluated for independence; below thresholds; not a related-party transaction |
No compensation committee interlocks involving WMB’s Compensation & Management Development Committee were identified for 2024 .
Expertise & Qualifications
- Core credentials: Former CFO in midstream (DCP); extensive finance, capital markets, M&A, and governance experience; CPA (inactive) .
- Audit Committee Financial Expert designation underscores depth in financial reporting and controls .
Equity Ownership
| Holder | Direct/Indirect Shares | Options (exercisable ≤60 days) | RSUs vesting ≤60 days | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|---|
| Rose M. Robeson | 0 | 0 | 30,677 | 30,677 | <1% |
Outstanding awards at 12/31/2024:
| Units Outstanding (RSUs/Stock Units) | Options Outstanding (Exercisable) |
|---|---|
| 30,677 | — |
Ownership alignment & safeguards:
- Director stock ownership guideline: 5x annual cash retainer; all director equity is deferred until retirement, enhancing long-term alignment .
- Prohibitions: Hedging and pledging of company stock prohibited for directors .
Governance Assessment
Strengths
- Audit leadership: As Audit Committee Chair and SEC-defined financial expert, Robeson strengthens oversight of financial reporting, internal audit, risk, and cybersecurity, consistent with committee charter updates and 2024 focus areas (e.g., cybersecurity, commodity risk, Delegation of Authority review) .
- Independence and engagement: Affirmed independent under NYSE; attendance ≥75%; participation across Board sessions and annual meeting supports active engagement .
- Alignment mechanisms: RSUs deferred to retirement, director ownership guidelines (5x retainer), and anti-hedging/pledging policies reinforce long-term alignment with shareholders .
Potential Risk Indicators and Monitoring Items
- Ordinary-course ties: Board noted transactions with SM Energy and NPK International; while below thresholds and not related-party transactions, continued monitoring is prudent given her leadership roles at those companies (SM compensation chair; NPK board chair) .
- Concentration of audit oversight: Audit Chair role carries elevated responsibility across evolving areas (e.g., SEC climate/cyber proposals, TSA mandates); ensure sufficient committee resourcing and continued financial expert depth to avoid key-person risk .
Shareholder signals
- Say-on-pay support (NEOs): 96.1% “for” in 2024 reflects broad investor confidence in compensation governance; while focused on executives, strong pay-for-performance design and ownership guidelines are overseen by independent directors including Robeson .
Red Flags
- None disclosed for related-party transactions, pledging/hedging, option repricing, or attendance shortfalls; independence affirmed after review of SM Energy and NPK interactions .