Scott D. Sheffield
Director at WMB
Board
About Scott D. Sheffield
Scott D. Sheffield (age 72) is an independent director of The Williams Companies (WMB) since 2016, with a mandatory retirement year of 2028. He holds a BS in Petroleum Engineering from The University of Texas and is the long‑time former CEO and director of Pioneer Natural Resources, where he built the company into a top‑tier E&P operator prior to its sale to Exxon Mobil in May 2024. His core credentials include executive leadership across upstream energy, capital allocation, M&A, and operational safety oversight.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pioneer Natural Resources Company | Director & Chief Executive Officer | 2019–Dec 31, 2023 (CEO); remained as director until May 2024 | Led top-tier upstream strategy; company acquired by Exxon Mobil in May 2024 |
| Pioneer Natural Resources Company | Founding CEO; Board Chair | CEO 1997–2016; Chair 1999–2019 | Built Pioneer following Parker & Parsley/MESA merger; extensive growth and capital discipline |
| Parker & Parsley Petroleum Company | VP Engineering; President; CEO & Chair | Joined 1979; President 1985; Chair/CEO 1989 | Led predecessor company to Pioneer merger; engineering and operating foundations |
| Santos Limited (Australia) | Director | 2014–2017 | International E&P board experience |
| Evergreen Resources, Inc. | Director | 1996–2004 | Independent natural gas company board service |
External Roles
| Organization | Role | Tenure | Current Status |
|---|---|---|---|
| Current public company directorships | — | — | None |
| Santos Limited | Director | 2014–2017 | Prior public board |
| Evergreen Resources, Inc. | Director | 1996–2004 | Prior public board |
Board Governance
- Independence: Board affirmatively determined Sheffield is independent under NYSE standards (Jan 2025). No related party transactions required review in 2024; no specific matters listed for him in independence assessment.
- Committee assignments: Compensation & Management Development Committee; Environmental, Health & Safety (EHS) Committee; not a committee chair.
- Attendance and engagement: Board met 5 times in 2024; independent directors met in executive session at each regularly scheduled meeting; each director attended at least 75% of aggregate Board/committee meetings and all directors attended the 2024 annual meeting.
- Board leadership and structure: Independent non‑executive Chair (Stephen W. Bergstrom); CEO and Chair roles separated since 2011; only independent directors serve on Board committees.
- Executive sessions frequency: Independent directors meet without management at each regularly scheduled meeting.
Fixed Compensation
| Component | Amount | Terms |
|---|---|---|
| Annual Cash Retainer | $120,000 | Paid quarterly; increased from $115,000 for 2024–2025 |
| Annual Equity Retainer (Time‑Based RSUs) | $185,000 | Granted at annual meeting; deferred until retirement; dividend equivalents reinvested until distribution |
| Chair/Leadership Fees | Audit Chair $30,000; Comp Chair $20,000; EHS Chair $20,000; Governance Chair $20,000; Non‑Exec Board Chair equity RSU $200,000 | Paid quarterly (cash) except Chair equity; not applicable to Sheffield (not a chair) |
Director compensation earned for 2024 service:
| Name | Cash Fees | Stock Awards (grant‑date fair value) | All Other (matching grants) | Total |
|---|---|---|---|---|
| Scott D. Sheffield | $118,750 | $185,010 | $5,000 | $308,760 |
Equity for directors is time‑based RSUs deferred until retirement; no stock options or performance‑based equity is part of the director program.
Performance Compensation
| Program element | Performance metric(s) | Weighting | Notes |
|---|---|---|---|
| Director program | None disclosed | — | Directors receive fixed cash retainers and time‑based RSUs deferred until retirement; no performance metrics apply to director compensation. |
Other Directorships & Interlocks
- Current public boards: None.
- Compensation committee interlocks: WMB Compensation & Management Development Committee members (including Sheffield) had no interlocking relationships requiring disclosure; none are/were officers of WMB in the prior year.
Expertise & Qualifications
- Energy industry leadership (50+ years), capital markets and allocation, M&A, operations/EHS, and executive leadership; skills matrix includes strategy/risk management and sustainability exposure.
Equity Ownership
| Holder | Direct Shares | RSUs Counted as Beneficially Owned | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|
| Scott D. Sheffield | 4,144 | 63,653 | 67,797 | <1% |
Outstanding awards at 12/31/2024:
| Name | Units Outstanding | Options Exercisable |
|---|---|---|
| Scott D. Sheffield | 63,653 | 0 |
Ownership alignment policies:
- Directors must hold stock equal to 5x annual cash retainer; directors must retain 60% of distributed vested equity until guidelines are met. All Board equity awards have been subject to mandatory 100% deferral until retirement since 2017.
- Hedging and pledging of company stock are prohibited for directors, officers, and employees.
Insider trades (recent):
| Date | Transaction | Shares | Price | Source |
|---|---|---|---|---|
| Apr 30, 2024 | Grant (Form 4) | 4,823 | — | https://www.publicnow.com/view/5E0FD1292E91C6B9DAD242D317642F46A101B745 |
| Apr 29, 2025 | Grant (Form 4) | 3,100 | $59.67 | https://www.insidearbitrage.com/insider-transactions/insider/0001034316/sheffield-scott-d |
WMB’s proxy also reports each director’s number of outstanding stock awards, with Sheffield holding 63,653 units at year end 2024 and no options.
Governance Assessment
- Independence and conflicts: Affirmed independent; no related party transactions requiring review in 2024; independence assessment did not flag Sheffield for ordinary‑course transactions. This supports investor confidence in board objectivity.
- Committee effectiveness: Service on Compensation and EHS committees aligns with Sheffield’s operating and safety background and human capital oversight; WMB mandates only independent directors on committees.
- Attendance and engagement: Meets board attendance expectations; executive sessions held each regular meeting bolster independent oversight.
- Director pay structure: Balanced mix of cash and deferred equity; deferral until retirement and ownership guidelines (5x retainer) enhance long‑term alignment; hedging/pledging prohibition reduces alignment risk.
RED FLAGS and risk indicators:
- Related party transactions: None requiring review for 2024; no flagged matters for Sheffield in independence review.
- Hedging/pledging: Prohibited by policy (mitigates alignment risks).
- Attendance: All directors at least 75% attendance; no low‑attendance concerns disclosed.
- Committee interlocks: None disclosed for compensation committee.
Say‑on‑Pay & Shareholder Feedback (context)
- 2024 Say‑on‑Pay support: 96.1% “for” votes, signaling shareholder confidence in WMB’s pay‑for‑performance design; the compensation committee (including Sheffield) oversees director and executive pay.
Compensation Structure Analysis (director focus)
- Year‑over‑year changes: Director annual retainer increased to $305,000 (cash $120k; equity $185k) from $290,000 to align with market (last change prior to 2022 was in 2017).
- Mix: Fixed cash plus time‑based RSUs; no performance‑based director equity; RSUs deferred until retirement (alignment emphasis).
Stock Ownership Guidelines and Compliance
- Requirement: 5x annual cash retainer with 60% retention until met; Board equity awards mandatorily deferred until retirement. Compliance status for individual directors is not disclosed in the proxy.
Employment & Contracts (director)
- Mandatory retirement policy applies; Sheffield’s mandatory retirement year is 2028 (age‑based policy).
Performance & Track Record (career context)
- Led Pioneer Natural Resources through growth phases and strategic transactions, culminating in sale to Exxon Mobil in May 2024, demonstrating long‑term execution in capital allocation and industry consolidation.
Equity Ownership Table (director program details)
| Metric | Value |
|---|---|
| Shares owned directly | 4,144 |
| RSUs beneficially owned | 63,653 |
| Total beneficial ownership | 67,797 |
| RSUs outstanding (year‑end 2024) | 63,653 |
| Options outstanding | 0 |
| Hedging/pledging policy | Prohibited |
| Ownership guideline | 5x annual cash retainer; 60% retention until met; 100% deferral of board equity |
Board Governance Policies (selected investor‑relevant controls)
- Separate Chair/CEO; independent Chair; regular executive sessions; proxy access; majority voting in uncontested director elections; removal with or without cause by majority vote.
- Robust committee charters include cybersecurity, ESG, and ethics and compliance oversight.
Overall, Sheffield’s independence, committee roles (Compensation and EHS), attendance, and alignment policies present a low‑conflict profile that supports board effectiveness and investor confidence at WMB.