8-KLeadership Changes

WILLIAMS COMPANIES, INC. 8-K Report, Executive Changes (Mar 2, 2011)

Filed March 2, 2011For Securities:WMB

Summary

This 8-K filing from The Williams Companies, Inc. (WMB), filed on March 1, 2011, details the executive compensation for 2011, established by the Compensation Committee on February 24, 2011. The report outlines the annual incentive program targets for executive officers, which remain unchanged from 2010 and are tied to the company's Economic Value Added (EVA®) performance. It also details the 2011 equity award grants, including stock options and restricted stock units (both time-based and performance-based) for the CEO and other named executive officers, with specific allocations and performance metrics outlined.

Key Highlights

  • 1The Compensation Committee set 2011 annual incentive program targets for executive officers, expressed as a percentage of base salary.
  • 2Executive 2011 annual incentive targets are unchanged from 2010 levels, with CEO Alan S. Armstrong at 100% and CFO Donald R. Chappel at 75% of base salary.
  • 3Funding for the 2011 annual incentive program is based on Williams' 2011 EVA® performance, a metric consistent with the 2010 program.
  • 4Annual incentive payments can reach a maximum of 250% of the target opportunity.
  • 52011 equity awards include stock options and time-based and performance-based restricted stock units for the CEO and other named executive officers.
  • 6The CEO's equity mix is 25% stock options, 25% time-based RSUs, and 50% performance-based RSUs.
  • 7For other named executive officers, the equity mix is 30% stock options, 35% time-based RSUs, and 35% performance-based RSUs.

Frequently Asked Questions

This 8-K filing primarily focuses on the executive compensation structure for 2011, specifically detailing the annual incentive program targets and equity award grants for the company's executive officers.

The 2011 annual incentive program is funded based on Williams' 2011 Economic Value Added (EVA®) performance. This is the same performance metric used for the 2010 program.

The performance-based RSUs provide recipients the opportunity to earn between 0% and 200% of the units, based on achieving both absolute and relative Total Shareholder Return measurements over a three-year period. These awards are subject to certain restrictions and potential forfeiture, pending Compensation Committee certification.

No, the executive 2011 annual incentive targets remain unchanged from 2010 levels. The target for the CEO is 100% of base salary, and for the CFO it is 75%, with other named executive officers at 65%.