8-KLeadership Changes

WILLIAMS COMPANIES, INC. 8-K Report, Executive Changes (Mar 1, 2010)

Filed March 1, 2010For Securities:WMB

Summary

The Williams Companies, Inc. (WMB) filed an 8-K report on March 1, 2010, detailing compensation arrangements for its executive officers for the 2010 fiscal year. The Compensation Committee established individual target incentive opportunities under the annual incentive program, which remain unchanged from 2009 levels. Funding for this program is tied to the company's Economic Value Added (EVA®) performance, with potential payouts up to 250% of the target. Furthermore, the report outlines the 2010 equity award grants, including stock options and performance-based restricted stock units (PSUs), for the CEO and other named executive officers. The equity mix for the CEO remains 50% stock options and 50% PSUs, while other executives will receive a mix of stock options, time-based restricted stock units (RSUs), and PSUs. The terms for these awards, particularly the performance metrics for PSUs based on Total Shareholder Return, are generally consistent with prior years.

Key Highlights

  • 1Executive compensation for 2010 established by the Compensation Committee.
  • 2Annual incentive program targets for executives remain unchanged from 2009.
  • 32010 annual incentive program funding is based on Williams' EVA® performance.
  • 4Maximum payout under the annual incentive program is 250% of the target opportunity.
  • 52010 equity awards include stock options, performance-based RSUs (PSUs), and time-based RSUs.
  • 6CEO equity mix is 50% stock options and 50% PSUs for 2010.
  • 7PSU terms are linked to Total Shareholder Return (TSR) over a three-year period with potential payouts between 0% and 200%.

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