William H. Spence
Director at WMB
Board
About William H. Spence
Independent director of The Williams Companies (WMB) since 2016; age 68 as of April 29, 2025. Former Chair, President & CEO of PPL Corporation with prior 19-year senior leadership tenure at Pepco Holdings. Education: MBA (Bentley College); BS, Petroleum & Natural Gas Engineering (Penn State); Executive Development Program (University of Pennsylvania); Nuclear Technology Program (MIT). Core credentials span electric and gas utilities, nuclear energy, cyber/physical security, and electric system reliability.
Past Roles
| Organization | Role | Tenure/Notes | Committees/Impact |
|---|---|---|---|
| PPL Corporation | Chair of the Board; President & CEO | Named CEO 2011; elected Chair 2012; retired as Chair; PPL assets >$40B serving ~10M customers | Led large U.S./U.K. utility; experience across electric and gas; drove initiatives on cyber/physical security, environment, reliability |
| Pepco Holdings, Inc. | Senior management roles | 19 years | Multiple senior positions in regulated utility operations |
External Roles
| Organization | Role | Committees |
|---|---|---|
| Pinnacle West Capital Corporation (public) | Director | Finance; Corporate Governance & Public Responsibility; Nuclear & Operating (Chair) |
| Edison Electric Institute (industry) | Former industry board participant | Participated/led initiatives on cyber/physical security, environment, reliability |
| Electric Power Research Institute (industry) | Former industry board participant | Engaged on emerging technologies in power sector |
Board Governance
- Committee assignments (WMB): Chair, Compensation & Management Development Committee; Member, Governance & Sustainability Committee .
- Independence: Board affirmed Spence is independent under NYSE rules (Jan 2025) .
- Interlocks/Related-party review: Independence evaluation considered ordinary-course transactions with Pinnacle West; below NYSE thresholds and not a related party transaction under Item 404; no related-party transactions required review/approval in 2024 .
- Attendance: Board met 5 times in 2024; each director attended at least 75% of aggregate Board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Years of service on WMB board: Director since 2016 .
- Lead independent director/Board chair: Board Chair is Stephen W. Bergstrom (independent); WMB separates Chair and CEO roles .
Fixed Compensation
Program terms for non-employee directors and 2024 actuals for Spence.
| Component | Amount | Terms |
|---|---|---|
| Annual Cash Retainer (program) | $120,000 | Paid quarterly |
| Annual Equity Retainer (program) | $185,000 | Time-based RSUs; granted at annual meeting; deferred until board retirement; dividend equivalents reinvested |
| Committee Chair (Compensation) | $20,000 | Paid quarterly |
| Director (2024 service) | Cash Fees | Stock (Grant-Date Fair Value) | All Other Comp. | Total |
|---|---|---|---|---|
| William H. Spence | $138,750 (includes $20,000 Comp Comm Chair) | $185,010 | $40,000 (charitable match programs) | $363,760 |
Notes: Non-employee director total retainer increased to $305,000 for 2024–2025 (cash $120,000; equity $185,000) to align with market; equity deferred until retirement .
Performance Compensation
Directors do not receive performance-based pay at WMB; the annual equity retainer is time-based RSUs deferred until retirement (no performance metrics). Meeting/attendance fees are not used.
| Performance Metric | Weight | Applies to Director Pay? | Source |
|---|---|---|---|
| Any performance metrics (e.g., TSR/ROCE/AFFO) | — | Not applicable to directors; director equity is time-based RSUs |
Other Directorships & Interlocks
| Company | Status | Committees/Notes |
|---|---|---|
| Pinnacle West Capital Corporation | Current public company director | Finance; Corporate Governance & Public Responsibility; Nuclear & Operating (Chair) |
| PPL Corporation | Prior public company directorship (within last five years) | Former Chair of the Board |
- Independence review explicitly considered ordinary-course transactions between WMB and Pinnacle West; Board concluded independence maintained and no Item 404 related-party transaction .
Expertise & Qualifications
- Utility and energy leadership: CEO/Chair experience at a major U.S. utility; breadth across electric and natural gas .
- Nuclear operations oversight: Chairs Nuclear & Operating Committee at Pinnacle West; training in Nuclear Technology Program (MIT) .
- Governance and compensation: Chairs WMB’s Compensation & Management Development Committee .
- Cybersecurity/physical security and reliability: Led initiatives via industry boards (EEI, EPRI) .
- Financial and operational acumen: Executive leadership across regulated utilities; broad risk oversight .
Equity Ownership
| Ownership Component | Amount |
|---|---|
| Shares owned directly/indirectly | 0 |
| RSUs deemed beneficially owned (within 60 days) | 70,278 |
| Total beneficial ownership | 70,278 |
| Ownership as % of shares outstanding | <1% |
| Outstanding director stock awards (12/31/2024) | 70,278 units |
| Shares pledged/hedged | Prohibited by policy (no pledging/hedging/short sales/derivatives by directors) |
| Director stock ownership guideline | 5x annual cash retainer |
| Equity deferral | All director equity deferred until retirement from Board |
Compensation Committee Analysis (Spence as Chair)
- Committee independence: All members meet NYSE/SEC heightened independence standards; no interlocks requiring disclosure in 2024 .
- Independent advisor: FW Cook retained as independent compensation consultant; evaluated for independence; provides no other services to WMB; Committee determined no conflict of interest .
- Committee members (2024; as reported): William H. Spence (Chair), Stephen W. Bergstrom, Carri A. Lockhart, Richard E. Muncrief, Scott D. Sheffield, Murray D. Smith (retiring Apr 29, 2025) .
- Say-on-Pay: 96.1% support in 2024, signaling strong investor alignment with pay design overseen by the committee .
Governance Assessment
- Independence and conflicts: Spence is independent; ordinary-course transactions with his other public board (Pinnacle West) were reviewed and deemed below NYSE thresholds and not related-party transactions; no related-party transactions required review in 2024. RED FLAG assessment: Low, given explicit review and policies .
- Attendance and engagement: Board met 5 times; all directors, including Spence, met 75%+ attendance threshold and attended the 2024 annual meeting—supportive of effective oversight .
- Ownership alignment: Robust alignment via 5x retainer ownership guideline, equity deferral until retirement, and prohibition on hedging/pledging .
- Compensation governance quality: As Compensation Committee Chair, Spence oversees a program with independent advisor, no interlocks, and strong shareholder support (96.1% Say-on-Pay). This supports investor confidence in board oversight of pay-for-performance .
- Overboarding: WMB policy limits directors to ≤4 public company boards; Spence currently serves on WMB and Pinnacle West—within policy limits .
- Director pay structure: Cash retainer plus time-based RSUs (deferred) with modest chair fees; no meeting fees; program refreshed to market in 2024—no apparent pay anomalies. RED FLAG assessment: None observed .