Form 4: Williams Companies Executive Vice President Chad J. Zamarin Reports Stock Transactions

Chad J. Zamarin, Executive Vice President of Williams Companies, reports the vesting and subsequent tax withholding of shares related to restricted stock units.

Summary

• On February 26, 2024, Chad J. Zamarin, an Executive Vice President at Williams Companies, reported transactions involving the company's common stock.
• 119,218 shares of common stock vested due to a 2021 performance-based RSU grant agreement.
• The vesting included an adjustment for performance exceeding the target, as certified by the Issuer's Compensation and Management Development Committee.
• 52,674 shares were withheld by the issuer to cover tax obligations at a price of $34.72 per share, resulting in 610,669 shares owned directly.
• An additional 23,056 shares were withheld to satisfy tax obligations related to a 2021 grant of time-based restricted stock units at a price of $34.72 per share, resulting in 587,613 shares owned directly.
• The vesting of the restricted stock units is contingent upon meeting the grant agreement terms and certification by the Compensation and Management Development Committee regarding the company's performance.
• Performance is evaluated based on return on capital employed and available funds from operations per share, each weighted at 50 percent, against predetermined targets.
• Relative total shareholder return acts as a modifier, potentially adjusting the outcome by up to 25%.

Sentiment

Score: 7

Explanation: The sentiment is neutral to slightly positive. The vesting of RSUs suggests the company is meeting performance targets, which is a positive sign. However, the filing itself is a routine disclosure.

Positives

• The vesting of RSUs indicates that the company has met certain performance targets set by the Compensation and Management Development Committee.
• The performance-based RSU grant included an adjustment for performance exceeding the target.

Future Outlook

The final potential payout for the RSUs will range from 0 percent to 200 percent of the above reported number of units, based on performance against predetermined targets.

Industry Context

Form 4 filings are routine disclosures required by the SEC to provide transparency into the transactions of company insiders. This filing indicates the compensation structure for Williams Companies executives and how their compensation is tied to company performance.

Comparison to Industry Standards

• Performance-based compensation, including RSUs, is a common practice among publicly traded companies to align executive interests with shareholder value.
• Companies like Kinder Morgan (KMI) and Energy Transfer (ET) also utilize similar compensation structures to incentivize performance.
• The specific metrics used, such as return on capital employed and available funds from operations per share, are relevant to the energy industry and reflect key drivers of profitability and shareholder returns.

Stakeholder Impact

• Shareholders may view the vesting of RSUs as a positive sign, indicating that the company is achieving its performance goals.
• The tax withholding transactions have no direct impact on stakeholders.

Key Dates