Stephen W. Bergstrom
Lead Independent Director at WMB
Board
About Stephen W. Bergstrom
Independent Board Chair of The Williams Companies, Inc. since 2016; age 67; BS in Industrial Administration from Iowa State University. Brings 44 years of midstream natural gas and utility leadership, including senior roles at Dynegy and Transco, as well as board chair/CEO experience at American Midstream Partners GP. Serves as Williams’ independent Board Chair and sits on the Compensation and Management Development and Governance and Sustainability Committees. Mandatory retirement year 2033.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Midstream Partners GP, LLC | Executive Board Chair, President & CEO | 2013–2015; director until merger in July 2019 | Led GP of a public midstream partnership; governance through industry transition |
| ArcLight Capital Partners, LLC | Exclusive Consultant | 2003–2015 | Assisted energy investments; midstream asset expertise |
| Dynegy (formerly Natural Gas Clearinghouse) | Various leadership roles; ultimately President & COO | 1986–2002 | Operations, trading, utilities leadership |
| Transco Energy Company, Inc. | Early career | Began 1980 | Foundations in pipeline operations |
External Roles
| Category | Current | Prior (last 5 years) |
|---|---|---|
| Public company boards | None | None |
Board Governance
- Role: Independent Board Chair; responsibilities include presiding over meetings and executive sessions, setting agendas with the CEO, information flow to the Board, liaising between independent directors and management, and chairing the annual meeting. The Board maintains separated Chair/CEO roles since 2011.
- Committee memberships: Compensation and Management Development; Governance and Sustainability. Not a committee chair.
- Independence: Board determined Bergstrom is independent under NYSE rules (January 2025). No related-party transactions required review/approval in 2024.
- Attendance and engagement: Board met 5 times in 2024 with executive sessions at each regularly scheduled meeting; each director attended at least 75% of Board and applicable committee meetings; all 2024 directors attended the 2024 annual meeting.
- Director overboarding, hedging/pledging: Policy prohibits serving on >4 public boards without approval; prohibits hedging/pledging of company securities.
Fixed Compensation
| Component | FY 2024 Amount | Key Terms |
|---|---|---|
| Annual cash retainer | $118,750 | Paid quarterly; base program rate $120,000; Bergstrom shows $118,750 given payment timing |
| Annual equity retainer (RSUs) | $185,000 program rate | Granted at annual meeting; deferred until retirement; dividend equivalents reinvested until distribution |
| Board Chair equity retainer (RSUs) | $200,000 program rate | Additional RSUs for Non‑Executive Board Chair; deferred until retirement |
| Stock awards reported (RSUs total) | $384,981 | Grant-date fair value under ASC 718; reflects board equity + chair equity |
| All other compensation | $30,000 | Company matching contributions (Matching Grants/United Way programs) |
| Options/meeting fees | $0 | No option awards/meeting fees in program |
Notes: Non-employee director program totals $305,000 (cash $120,000; equity $185,000); chair receives an added $200,000 equity retainer, all equity deferred until retirement.
Performance Compensation
Directors receive time-based RSUs only; no director annual incentive plan or performance-conditioned equity. RSUs are deferred and distribute at retirement; dividend equivalents accrue and are paid upon distribution. No options granted to directors.
Other Directorships & Interlocks
| Item | Status |
|---|---|
| Current public company boards | None |
| Interlocks (comp committee) | None requiring disclosure; no officer roles at Williams; no cross-board/comp committee interlocks with Williams executives. |
| Independence review transactions | No Bergstrom-specific ordinary-course counterparty noted; overall “no related party transactions required review” in 2024. |
Expertise & Qualifications
- Skills: Capital markets and capital allocation; corporate governance/public company board; energy industry; engineering/construction; environmental; executive leadership; human capital; operations/EH&S; strategy and risk management.
- Credentials: 44 years midstream/utility leadership; prior President & COO at Dynegy; governance and GP leadership at American Midstream; early Transco pipeline grounding; BS Industrial Administration.
Equity Ownership
| Measure | Amount |
|---|---|
| Shares owned directly/indirectly | 51,045 |
| RSUs counted as beneficial ownership | 145,931 |
| Total beneficial ownership | 196,976; less than 1% of shares outstanding |
| Outstanding awards as of 12/31/2024 | 145,931 units; no options |
| Director ownership guidelines | 5x annual cash retainer; must retain 60% of distributed vested equity until guideline met; all director equity mandatorily deferred since 2017 until retirement |
| Hedging/pledging | Prohibited by policy; no pledging disclosed |
Governance Assessment
- Board effectiveness: Separation of Chair/CEO with an independent Chair enhances oversight and information flow; committees are 100% independent with heightened independence for Audit and Compensation per NYSE/SEC requirements.
- Independence/engagement signals: Affirmative independence determination; robust executive sessions; documented stockholder engagement practices (ESG roadshows, Q&A in annual meeting).
- Compensation alignment: Director pay balanced between cash/equity with full equity deferral until retirement; strong ownership guidelines; prohibition of hedging/pledging.
- Committee oversight exposure: Bergstrom’s memberships position him at the center of human capital, pay design, ESG governance, ethics/compliance, and board composition matters.
- Potential conflicts/related party exposure: No related-party transactions required review in 2024; no interlocks; current external public board roles none.
Red flags
- None material disclosed: no pledging, no related party transactions requiring review, no interlocks; attendance thresholds met; director equity fully deferred.
Supporting program features relevant to investor confidence
- Clawback/recoupment policy updated per NYSE listing standards (mandatory recoupment of erroneously awarded incentive comp up to 3 years; discretionary recoupment for fraud/misconduct).
- Say‑on‑pay environment: 2024 say‑on‑pay approval 96.1% (reflects support for pay design and performance alignment for NEOs, indicative of broader governance acceptance).