Stacey H. Doré

About Stacey H. Doré

Independent director of The Williams Companies since 2021 (age 52), Doré is Executive Vice President of Public Affairs and Chief Strategy & Sustainability Officer at Vistra Corp., with 27 years of experience across energy and law. She holds a JD from Harvard Law School and a BA in Journalism from the University of Southwestern Louisiana. She chairs Williams’ Governance & Sustainability Committee and serves on the Audit Committee; the Board affirmed her independence in January 2025.

Past Roles

Organization	Role	Tenure	Committees/Impact
Sharyland Utilities, LLC	President & CEO	Not disclosed	Led a regulated Texas electric transmission utility; executive leadership of regulated operations.
Hunt Energy	SVP, Utility & Power Operations	Not disclosed	Oversight of utility and power operations at a diversified energy company.
InfraREIT, Inc.	SVP & General Counsel	Until 2019 (sale)	Led legal function at a public electric transmission REIT through sale.
Energy Future Holdings	EVP, General Counsel & Co‑Chief Restructuring Officer	Not disclosed	Senior legal and restructuring leadership at a large energy company.
Vinson & Elkins	Attorney (energy practice)	>10 years (prior to industry roles)	Corporate and energy legal practice foundation.

External Roles

Organization	Role	Status	Notes
Vistra Corp.	EVP Public Affairs; Chief Strategy & Sustainability Officer	Current (named EVP Aug 2022; first CSSO)	Front‑line corporate strategy, public affairs, and sustainability leadership in competitive power markets and energy transition.
Public company boards	—	None	No current or recent public company directorships disclosed.

Board Governance

Committees: Chair, Governance & Sustainability; Member, Audit.
Independence: Board determined Doré independent under NYSE standards (Jan 2025).
Attendance: In 2024, the Board met 5 times; each director attended at least 75% of aggregate Board and committee meetings during their service; independent directors met in executive session at each regularly scheduled meeting.
Years of service: Director since 2021.
Board leadership context: 10 of 11 director nominees independent; CEO and Chair roles separated.

Fixed Compensation

Component	Policy/Structure	Doré 2024 Amount
Annual cash retainer	$120,000; paid quarterly	$118,750 (proration timing reflected)
Committee chair fee (Gov & Sustainability)	$20,000; paid quarterly	$20,000 (included above; total cash below)
Total cash (2024)	Cash retainer + chair fees	$138,750
Annual equity retainer (RSUs)	$185,000 grant on annual meeting date; deferred until director retires; dividend equivalents reinvested	$185,010 grant date fair value (FASB ASC 718)
Other compensation	Matching gifts/United Way programs	$5,000

Notes:

Non‑employee director total target compensation equals $305,000 (cash $120,000 + RSUs $185,000).
Equity retainer is deferred until retirement from the Board.

Performance Compensation

Directors receive time‑based RSUs (deferred until retirement); no performance metrics are attached to director equity. NEO performance metrics (AIP/PSUs) do not apply to directors.

Performance Metric	Applies to Director Pay?
Adjusted EBITDA, Controllable Costs, safety/environmental AIP metrics	No (NEO program only)
ROCE, AFFO/share; Relative TSR modifier (PSUs)	No (NEO program only)

Other Directorships & Interlocks

Current public company directorships: None.
Interlocks/related considerations: The Board reviewed ordinary‑course transactions between Williams and Vistra Corp. (Doré’s employer) and determined they fell below NYSE independence thresholds and did not constitute related‑party transactions under Item 404(a); independence affirmed.
No related‑party transactions required review/approval in 2024.

Expertise & Qualifications

Skills/experience: Corporate governance and public company board practice; energy industry; executive leadership; finance & accounting; government/legal/regulatory; sustainability; strategy & risk; IT/cyber; operations/EH&S; human capital.
Energy transition: More than a decade working to transition away from coal and reduce carbon footprint in the power sector.
Education: JD (Harvard Law School); BA Journalism (University of Southwestern Louisiana).

Equity Ownership

Item	Detail
Shares/Units outstanding (12/31/2024)	29,592 RSUs/shares (aggregate)
Options (exercisable/unexercisable)	None disclosed; options not used for directors in 2024 table.
Pledging/Hedging	Prohibited for directors by policy.
Ownership guidelines	Directors: 5x annual cash retainer; all director equity deferred until retirement.
Compliance status	Individual compliance not disclosed. Policy and deferral structure disclosed.

Governance Assessment

Strengths: Independent director with deep energy, legal, and sustainability experience; chairs Governance & Sustainability and serves on Audit, indicating strong governance and risk oversight roles. Board affirms independence despite employer‑related ordinary‑course transactions; all director equity is deferred until retirement, aligning long‑term interests; hedging/pledging prohibited; Board is majority independent with separate Chair/CEO and regular executive sessions.
Potential conflicts: Employment at Vistra (a sector peer) creates routine commercial touchpoints with Williams; however, the Board deemed such dealings ordinary course, below NYSE thresholds, and not related‑party transactions; independence retained. Continued monitoring appropriate via Related Person Transaction policy.
Engagement/attendance: Meets attendance threshold; Board held 5 meetings and independent executive sessions at each scheduled meeting, supporting effective oversight.
Shareholder alignment signals: Say‑on‑pay passed with 96.1% support in 2024, reflecting broad investor backing of Williams’ compensation governance framework (contextual to board oversight, not director pay).