Document


MEETING DATE:			June 1, 2022

TIME:			9:00 a.m. Pacific Time

PLACE:			Virtual meeting via live webcast. Registration is required online at register.proxypush.com/wsm.

ITEMS OF BUSINESS:			1) The election of our Board of Directors;

			2) An advisory vote on executive compensation;

			3) The ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending January 29, 2023; and

			4) Such other business as may properly come before the meeting or any adjournment or postponement of the meeting.

RECORD DATE:			You may vote if you were a stockholder of record as of the close of business on April 6, 2022.

During the virtual Annual Meeting, a list of our stockholders will be available for viewing by stockholders who signed into the virtual Annual Meeting website with a valid control number by following the instructions on the virtual Annual Meeting website. The names of stockholders of record entitled to vote will also be available for inspection by stockholders of record for 10 days prior to the Annual Meeting. If you are a stockholder of record and want to inspect the stockholder list, please send a written request by writing to: Williams-Sonoma, Inc., Attention: Corporate Secretary, 3250 Van Ness Avenue, San Francisco, California 94109 to arrange for electronic access to the stockholder list.

Instructions for submitting your proxy are provided in the Notice of Internet Availability of Proxy Materials, the Proxy Statement and your proxy card. It is important that your shares be represented and voted at the Annual Meeting. Whether or not you plan to attend the Annual Meeting, we urge you to vote and submit your proxy in advance of the meeting by one of the methods described in the proxy materials. Please submit your proxy through the Internet, by telephone, or by completing the enclosed proxy card and returning it in the enclosed envelope. You may revoke your proxy at any time prior to its exercise at the virtual Annual Meeting.

During the virtual Annual Meeting, a list of our stockholders will be available for viewing by stockholders who signed into the virtual Annual Meeting website with a valid control number by following the instructions on the virtual Annual Meeting website. The names of stockholders of record entitled to vote will also be available for inspection by stockholders of record for 10 days prior to the Annual Meeting. If you are a stockholder of record and want to inspect the stockholder list, please send a written request to: Williams-Sonoma, Inc., Attention: Corporate Secretary, 3250 Van Ness Avenue, San Francisco, California 94109 to arrange for electronic access to the stockholder list.

In accordance with rules and regulations adopted by the SEC, instead of mailing a printed copy of our proxy materials to all stockholders entitled to vote at the Annual Meeting, we are furnishing the proxy materials to certain of our stockholders over the Internet. If you received the Notice, by mail, you will not receive a printed copy of the proxy materials. Instead, the Notice will instruct you as to how you may access and review the proxy materials and submit your vote on the Internet or by telephone. If you received a Notice by mail and would like to receive a printed copy of the proxy materials, please follow the instructions for requesting such materials included in the Notice.

Only stockholders of record as of the close of business on April 6, 2022, the record date, or those with a valid proxy from a bank, broker or other nominee that held our shares on the record date, are entitled to receive notice of and vote on the matters to be considered at the Annual Meeting. Each holder of our common stock will be entitled to one vote for each share of our common stock owned as of the record date. As of the record date, there were 70,031,060 shares of our common stock outstanding and entitled to vote, and there were 290 stockholders of record, which number does not include beneficial owners of shares held in the name of a bank or brokerage firm. We do not have any outstanding shares of preferred stock.

You may vote at the virtual Annual Meeting held via live webcast, electronically by submitting your proxy through the Internet, by telephone or by returning a hard copy of the proxy card before the Annual Meeting. Proxies properly executed, returned to us on a timely basis and not revoked will be voted in accordance with the instructions contained in the proxy. If any matter not described in this Proxy Statement is properly presented for action at the meeting, the persons named in the enclosed proxy will have discretionary authority to vote according to their best judgment.

The term broker non-vote refers to shares that are held of record by a broker for the benefit of the broker’s clients but that are not voted at the Annual Meeting by the broker on certain “non-routine” matters set forth in New York Stock Exchange, or NYSE, Rule 402.08(B) because the broker did not receive instructions from the broker’s clients on how to vote the shares and, therefore, was prohibited from voting the shares. Brokers and other nominees may vote without instruction only on “routine” proposals. The proposal to ratify Deloitte & Touche LLP as the company’s independent registered public accounting firm is the only routine proposal on the agenda for our Annual Meeting. The other two proposals on the agenda are non-routine. If you hold your shares with a broker or other nominee, they will not be voted on non-routine proposals unless you give voting instructions.

Pursuant to a majority voting bylaw adopted by our Board of Directors and further described in our Amended and Restated Bylaws, the election of each of the seven director nominees requires the affirmative vote of a majority of the votes cast at the Annual Meeting with respect to each nominee. The number of shares voted “for” a director nominee must exceed the number of votes cast “against” that nominee for the nominee to be elected as a director to serve until the next annual meeting or until a successor has been duly elected and qualified. Your proxy will be voted in accordance with your instructions. If no instructions are given, the proxy holders will vote “FOR” each of the director nominees. If you hold your shares through a brokerage, bank or other nominee, or in “street name,” it is important to cast your vote if you want it to count in the election of directors. If you hold your shares in street name and you do not instruct your bank or broker how to vote your shares in the election of directors, no votes will be cast on your behalf. Broker non-votes and abstentions will have no effect on the outcome of the election.

Any director who tenders his or her resignation pursuant to the resignation policy shall not participate in the Nominations, Corporate Governance and Social Responsibility Committee’s recommendation or Board of Directors action regarding whether to accept the resignation offer. If each member of the Nominations, Corporate Governance and Social Responsibility Committee is required to tender his or her resignation pursuant to the resignation policy in the same election, then the independent directors of our Board of Directors who are not required to tender a resignation pursuant to the resignation policy shall consider the resignation offers and make a recommendation to our Board of Directors.

Householding is a cost-cutting procedure used by us and approved by the SEC to limit duplicate copies of our proxy materials being printed and delivered to stockholders sharing a household. Under the householding procedure, we send only one Notice or Annual Report and Proxy Statement to stockholders of record who share the same address and last name, unless one of those stockholders notifies us that the stockholder would like a separate Notice or Annual Report and Proxy Statement. A separate proxy card is included in the materials for each stockholder of record. A stockholder may notify us that the stockholder would like a separate Notice or Annual Report and Proxy Statement by phone at 415-421-7900 or by mail at the following mailing address: Williams-Sonoma, Inc., Attention: Secretary, 3250 Van Ness Avenue, San Francisco, California 94109. If we receive such notification that the stockholder wishes to receive a separate Notice or Annual Report and Proxy Statement, we will promptly deliver such Notice or Annual Report and Proxy Statement. If you wish to update your participation in householding, you may contact your broker or our mailing agent, Broadridge Investor Communications Solutions, at 800-542-1061.

Our Board of Directors has determined that the following former, current, or prospective members of the Board satisfied the independence requirements of our “Policy Regarding Director Independence Determinations,” which is part of our Corporate Governance Guidelines: Esi Eggleston Bracey, Scott Dahnke, Anne Finucane, Anne Mulcahy, Paula Pretlow, William Ready, Sabrina Simmons, and Frits van Paasschen. In making this determination in the case of Mr. Ready, the Board considered his role with Google LLC, which provides certain advertising and related services to the company, and determined that Mr. Ready did not have any direct involvement in our business relationship with Google and that the amounts paid to Google were immaterial. In making this determination in the case of Ms. Finucane, the Board considered her role with Bank of America, N.A., which provides banking services to the company, and determined that Ms. Finucane did not have any direct involvement in our business relationship with Bank of America and that the amounts paid to Bank of America were immaterial. Accordingly, the Board has determined that none of these individuals has a material relationship with us and that each of these individuals is independent within the meaning of the NYSE and SEC director independence standards, as currently in effect. Further, the Board has determined that each member of our Board committees satisfied the independence requirements of the NYSE and SEC, and any heightened independence standards applicable to each committee on which they serve. The Board’s independence determination was based on information provided by our directors and discussions among our officers and directors.

Committee and Members

Functions of Committee

Number of Meetings in Fiscal 2021

Audit and Finance:

Sabrina Simmons, Chair

Esi Eggleston Bracey

Anne Mulcahy

Paula Pretlow

•Assists our Board in its oversight of the integrity of our financial statements; the qualifications, independence, retention and compensation of our independent registered public accounting firm; the performance of our internal audit function; and our compliance with legal and regulatory requirements;

•Prepares the report that the SEC rules require to be included in our annual proxy statement;

•Reviews and recommends policies related to dividend, stock repurchase and foreign currency programs; and

•Assists the Board with its oversight of our major financial risk exposures, and reviews with management such exposures and the steps management has taken to monitor and control such exposures.

Compensation:

Scott Dahnke, Chair

William Ready

Frits van Paasschen

•Reviews and determines our executive officers’ compensation;

•Reviews and determines our general compensation goals and guidelines for our employees;

•Administers certain of our compensation plans and provides assistance and recommendations with respect to other compensation plans;

•Reviews the compensation discussion and analysis report that the SEC rules require to be included in our annual proxy statement;

•Assists the Board with its oversight of risk arising from our compensation policies and programs, and assesses on an annual basis potential material risk from our compensation policies and programs; and

•Appoints, sets the compensation of, and determines independence of any compensation consultant or other advisor retained.

Nominations, Corporate

Governance and Social

Responsibility:

Frits van Paasschen, Chair

Scott Dahnke

Anne Mulcahy

•Reviews and recommends corporate governance policies;

•Identifies and makes recommendations for nominees for director and considers criteria for selecting director candidates;

•Considers stockholders’ director nominations and proposals;

•Reviews and determines our compensation policy for our non-employee directors;

•Considers resignation offers of director nominees and recommends to the Board the action to be taken with respect to each such offered resignation;

•Oversees the evaluation of our Board and our senior management team; and

•Oversees environmental, social, and governance (“ESG”), corporate social responsibility, stockholder engagement and disclosure regarding such matters.

•The Nominations, Corporate Governance and Social Responsibility Committee reviews the qualifications of any candidates who have been properly recommended by stockholders, as well as those candidates who have been identified by management, individual members of the Board or, if it deems appropriate, a search firm. Such review may, in the Nominations, Corporate Governance and Social Responsibility Committee’s discretion, include a review solely of information provided to it or also may include discussions with persons familiar with the candidate, an interview with the candidate or other actions that the Nominations, Corporate Governance and Social Responsibility Committee deems appropriate;

•In evaluating the qualifications of candidates for the Board, the Nominations, Corporate Governance and Social Responsibility Committee considers many factors, including issues of character, judgment, independence, financial expertise, industry experience, range of experience, and other commitments. The Nominations, Corporate Governance and Social Responsibility Committee values diversity, but does not assign any particular weight or priority to any particular factor. The Nominations, Corporate Governance and Social Responsibility Committee considers each individual candidate in the context of the current perceived needs of the Board as a whole. While the Nominations, Corporate Governance and Social Responsibility Committee has not established specific minimum qualifications for director candidates, it believes that candidates and nominees must be suitable for a Board that is composed of directors (i) a majority of whom are independent; (ii) who are of high integrity; (iii) who have qualifications that will increase the overall effectiveness of the Board; and (iv) who meet the requirements of all applicable rules, such as financial literacy or financial expertise with respect to Audit and Finance Committee members;

A stockholder that desires to recommend a candidate for election to the Board shall direct the recommendation in writing to Williams-Sonoma, Inc., Attention: Corporate Secretary, 3250 Van Ness Avenue, San Francisco, California 94109. The recommendation must include: (i) the candidate’s name, home and business contact information; (ii) detailed biographical data and qualifications of the candidate; (iii) information regarding any relationships between the candidate and the company within the last three years; (iv) evidence of the recommending person’s ownership of company common stock; (v) a statement from the recommending stockholder in support of the candidate; and (vi) a written indication by the candidate of his or her willingness to serve if elected. A stockholder that desires to recommend a person directly for election to the Board at the company’s Annual Meeting must also meet the deadlines and other requirements set forth in Rule 14a-8 of the Securities Exchange Act of 1934, as amended, and the company’s Restated Bylaws, each of which are described in the “Stockholder Proposals” section on page 70.

Each director nominated in this Proxy Statement was recommended for election to the Board by the Nominations, Corporate Governance and Social Responsibility Committee. Ms. Finucane was initially recommended to the Nominations, Corporate Governance and Social Responsibility Committee for consideration by Ms. Alber. Ms. Pretlow was initially recommended to the Nominations, Corporate Governance and Social Responsibility Committee for consideration by Mr. Dahnke. The Board did not receive any director nominee recommendation from any stockholder in connection with this Proxy Statement.

The Board actively manages the company’s risk oversight process and receives regular reports from management on areas of material risk to the company, including operational, financial, legal and regulatory risks. Our Board committees assist the Board in fulfilling its oversight responsibilities in certain areas of risk. The Audit and Finance Committee assists the Board with its oversight of the company’s major financial risk exposures. Additionally, in accordance with NYSE requirements, the Audit and Finance Committee reviews with management the company’s major financial risk exposures and the steps management has taken to monitor and control such exposures, including

the company’s risk assessment and risk management policies. The Compensation Committee assists the Board with its oversight of risks arising from our compensation policies and programs and assesses on an annual basis potential material risk to the company from its compensation policies and programs, including incentive and commission plans at all levels. The Nominations, Corporate Governance and Social Responsibility Committee assists the Board with its oversight of risks associated with Board organization, Board independence, succession planning, corporate governance, and ESG. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board is regularly informed through committee reports about such risks and participates in regularly-scheduled Board discussions covering such risks.

The Board, which is comprised entirely of independent directors except for our CEO, takes an active role in oversight of the company’s cybersecurity and data privacy policies. Among other things, at least annually, the Board receives an overview of the company’s cybersecurity program from the company’s management, covering topics such as information security, fraud, data security, and cybersecurity risk and developments, as well as the steps management has taken to monitor and control such exposures. Our Chief Technology Officer and Chief Information Security Officer also periodically update the Board regarding the company’s cybersecurity and data privacy risk mitigation plan, and the status of the company’s progress towards pre-determined risk-mitigation-related goals. Members of the Board are also encouraged to regularly engage in ad hoc conversations with management on cybersecurity-related news events and discuss any updates to the company’s cybersecurity programs.

The company maintains an information security risk insurance policy and also performs internal penetration testing and vulnerability assessments monthly and engages third-party penetration testers quarterly. An independent Qualified Security Assessor annually reviews security practices and compliance and we train employees on customer data handling and use requirements annually. The company closely monitors emerging data privacy laws and implements changes to our processes to comply with global data privacy regulations. We undertake an annual review of our consumer facing privacy policies and associate privacy policies to ensure compliance. We also proactively inform our customers of substantive changes related to customer data handling.

Our Compensation Committee is responsible for monitoring our compensation policies and programs relative to all our employees, including non-executive officers, for potential risks that are reasonably likely to have a material adverse effect on our company. In performing its duties, the Compensation Committee regularly reviews and discusses potential risks that could arise from our employee compensation plans and programs with our management and the Compensation Committee’s independent compensation consultant. The Compensation Committee is responsible for reporting to the Board any material risks associated with our compensation plans and programs, including recommended actions to mitigate such risks.

For fiscal 2021, the Compensation Committee retained an independent consultant, Pay Governance LLC, to identify and assess the risks inherent in the company’s compensation programs and policies. Accordingly, Pay Governance LLC evaluated the company’s executive and non-executive compensation programs for such risk and the mechanisms in our programs designed to mitigate these risks. Among other things, Pay Governance LLC reviewed our pay philosophy, forms of incentives, performance metrics, balance of cash and equity compensation, balance of long-term and short-term incentive periods, compensation governance practices, and equity grant administration practices. Based on the assessment, Pay Governance LLC concluded that our compensation programs and policies do not create risks that are reasonably likely to have a material adverse effect on our company.

Management of ESG is led by our Executive Vice President of Sourcing, Quality Assurance, and Sustainable Development, who is responsible for coordinating a cross-functional team of subject matter experts, as well as a dedicated, global team of sustainability professionals. Management provides reports and updates on our ESG initiatives to the Nominations, Corporate Governance and Social Responsibility Committee on a quarterly basis and to the full Board at least annually. An organizational chart summarizing our ESG team structure is below. Additional details about our governance structure can be found in our most recent Impact Report.

In 2021, we drove progress in our retail operations towards our landfill diversion goal with stores implementing waste reduction initiatives, such as backhauling of expanded polystyrene foam to distribution centers where it is recycled, and recycling batteries and lightbulbs at all locations. We continued to divert products from landfill into donation streams, implementing a new system to maximize recovery of product returns. We pursued opportunities to repurpose our scrap waste through textile recycling and donation. We expanded efforts to reduce packaging while converting our packaging programs to recycled and curbside-recyclable materials.

The challenges of the ongoing COVID-19 pandemic put our people-first approach to the test. Our associates came together to prioritize health and wellbeing for each other, our customers, and our communities – all while keeping our business thriving. We continued strict safety protocols and procedures company-wide and enhanced benefits. Our Williams-Sonoma, Inc. Foundation provided need-based grants to associates directly impacted by the pandemic and other federally-declared disasters. Globally, our vendors implemented stringent safety protocols, and many of our Fair Trade Certified™ factories used their community development funds to provide emergency relief to workers.

We hold all our suppliers to high ethical standards, and we are committed to integrity and honesty throughout all aspects of our business. We require our vendors to adhere to the standards outlined in our Vendor Code of Conduct and accompanying Implementation Standards, informed by the conventions of the International Labor Organization (ILO) and the UN’s Guiding Principles on Business and Human Rights. We audit hundreds of factories annually to ensure compliance with Labor Practices, Health and Safety, Environmental Protection, Ethical Conduct, Sub-Contracting, Management Systems, and Transparency. Using continuous improvement, we work alongside factories to improve working conditions. This year, we expanded our audit program scope, auditing a higher volume of our product purchases and covering more risk.

We firmly believe that working in a culture focused on diversity, equity, and inclusion (DEI) spurs innovation, creates healthy and high-performing teams, and delivers superior customer experiences. In June 2020, we established an Equity Action Plan and formed an Equity Action Committee, including a diverse group of executives and associates, to drive positive change in the fight for racial justice. In 2021, we continued our commitment to equity by expanding our philanthropic support and ongoing partnerships with national nonprofit leaders. We are focused on creating diverse teams and continue to partner with numerous organizations to diversify our talent pipeline. In addition to our talent initiatives, our brands worked to consciously increase Black representation among our vendors, partners, and collaborators.

We are a member of CEO Action for Diversity & Inclusion, and it is our goal to identify and establish associate networks for underrepresented communities to promote diversity and inclusion throughout the company. Aligned with this goal, we maintain associate equity networks including an LGBTQ+ Network, Black Associate Network, Veterans Appreciation Network, Hispanic/LatinX Associate Network, Asian WSI Network, and a Disability, Education & Advocacy Network. Our networks are a core part of our Equity Action Plan and they organize a range of events focused on service, education, and awareness throughout the year. Ambassadors of these groups are instrumental in organizing celebrations for Diwali, Lunar New Year, Pride, Veteran’s Day, and Black History Month.

We conduct an annual Associate Opinion Survey to directly engage with and collect feedback from our associates, which we use to improve the experience of our teams. Our human resources department maintains an open-door policy for associates to report concerns, and we provide an anonymous reporting hotline, available in multiple languages and managed by an independent company not affiliated with us. We strive to deliver a workplace experience where the quality of our engagement with fellow associates, business partners and customers matches the quality of the products and services we bring to the marketplace. In 2021, we raised our minimum wage to $15 an hour for U.S.-based hourly associates across all workforces.

As a values-based business, we rely on our associates to lead and make an impact every day. We cannot succeed without them—from the people working in our stores, to our corporate offices, to our factory floors. We are committed to providing transparent sustainability-related information to our stockholders and other stakeholders. We responded to the Standard & Poor’s Corporate Sustainability Assessment for the first time in 2021. We aligned our annual Impact Report with recognized sustainability frameworks, including Sustainability Accounting Standards Board (SASB), Task Force on Climate-Related Financial Disclosures (TCFD), and the UN Sustainable Development Goals, and will continue to expand and enhance our sustainability disclosures in the future.

Volunteering deepens our presence in the community, enhances our relationships with customers, and strengthens employee engagement. We support our communities through our associates’ time and leadership, providing 8 hours of paid Community Involvement Time each year to each of our eligible associates, and encourage associates to volunteer for local causes. Associates log an average of over 9,000 volunteer hours annually, choosing where to devote their time, with efforts ranging from school renovations to habitat restoration; however, due to COVID-19 restrictions, in-person volunteering was limited this year.

Our non-employee directors receive cash compensation and equity grants for their service on our Board, with additional cash and equity compensation provided to the Board Chair, the Chair of each Board committee, and members of each Board committee. Decisions regarding our non-employee director compensation program are approved by the full Board based on recommendations by the Nominations, Corporate Governance and Social Responsibility Committee. In making such recommendations, the Nominations, Corporate Governance and Social Responsibility Committee takes into consideration the duties and responsibilities of our non-employee directors, the director compensation practices of peer companies, the recommendations of the independent compensation consultant and whether such recommendations align with the interests of our stockholders. The Nominations, Corporate Governance and Social Responsibility Committee periodically reviews the total compensation of our non-employee directors and each element of our director compensation program. At the direction of the Nominations, Corporate Governance and Social Responsibility Committee, the Compensation Committee’s independent compensation consultant analyzes the competitive position of our director compensation program against the peer group used for executive compensation purposes. In 2021, the independent consultant recommended, and the full Board approved, the addition of a separate retainer to compensate directors for their membership on Board committees as well as an increase to the retainers for the Chairs of the Compensation Committee and the Nominations, Corporate Governance and Social Responsibility Committee. In addition, following the recommendations of the independent compensation consultant, the Board approved a deferred stock unit program, pursuant to which non-employee directors may elect, on terms prescribed by the company, to receive 100% of their annual cash compensation to be earned in respect of the applicable fiscal year (or the last two quarters thereof in the case of fiscal 2021) either in the form of (i) fully vested stock units or (ii) fully vested deferred stock units. Such changes were made to align our director compensation program with competitive market practices and/or to compensate directors fairly for their level of services.

The Board has approved a stock ownership policy. Each non-employee director must hold at least $400,000 worth of shares of company stock by the fifth anniversary of such director’s initial election to the Board. If a director holds at least $400,000 worth of shares of company stock during the required time period, but the value of such director’s shares decreases below $400,000 due to a drop in the company’s stock price, the director shall be deemed to have complied with this policy so long as the director does not sell shares of company stock. If a director has not complied with this policy during the required time period, then the director may not sell any shares until such director holds at least $400,000 worth of shares of company stock. A director’s unvested restricted stock units will not count toward satisfying the ownership requirements. As of April 6, 2022, all of our directors have satisfied the ownership requirements or have been on the Board for less than five years.


			Fiscal 2021
Per-Committee Meeting Attendance Fee ........................................................…..			—
Annual Cash Compensation for Board Service(1)(2)...............................................			$80,000
Annual Equity Grant for Board Service(2)(3)(4)....................................................			$165,000
Annual Cash Compensation to Board Chair(1)(2)...................................................			$100,000
Annual Equity Grant to Board Chair(2)(3)............................................................			$100,000
Annual Cash Compensation to Chair of the Audit and Finance Committee(1)..............			$25,500
Annual Equity Grant to Chair of the Audit and Finance Committee(3).......................			$25,500
Annual Cash Compensation to Chair of the Compensation Committee(1)(2)...............			$15,000
Annual Equity Grant to Chair of the Compensation Committee(2)(3).........................			$15,000
Annual Cash Compensation to Chair of the Nominations, Corporate Governance and Social Responsibility Committee(1).....................................................................			$12,500
Annual Equity Grant to Chair of the Nominations, Corporate Governance and Social Responsibility Committee(3)..............................................................................			$12,500
Annual Compensation to Member of the Audit and Finance Committee(5)..................			$17,500
Annual Compensation to Member of the Compensation Committee(5).......................			$15,000
Annual Compensation to Member of the Nominations, Corporate Governance and Social Responsibility Committee(5).....................................................................			$10,000


(1)			The annual cash compensation is paid in quarterly installments so long as the non-employee director continues to serve on the Board at the time of such payments.
(2)			Any cash compensation or equity grant otherwise payable to Scott Dahnke will be paid directly to or transferred from Mr. Dahnke to a non-investment fund affiliate of his employer, of which he does not have any voting or dispositive control.
(3)			The annual equity grant is awarded on the date of the Annual Meeting. Equity grants are made in the form of restricted stock units. These restricted stock units vest on the earlier of one year from the date of grant or the day before the next regularly scheduled annual meeting, subject to continued service through the vesting date. The number of restricted stock units granted is determined by dividing the total monetary value of each award, as set forth in the table, by the closing price of our common stock on the trading day prior to the grant date, rounding down to the nearest whole share. Directors also receive dividend equivalent payments with respect to outstanding restricted stock unit awards, which are paid upon the vesting of the underlying restricted stock units.
(4)			Directors who are appointed to the Board after the company’s last Annual Meeting receive an equity grant on the appointment date on a prorated basis based on the number of days that the director is scheduled to serve between the appointment date to the Board and the date one year from the prior year’s Annual Meeting.
(5)			Compensation for membership on each Board committee is paid 50% in cash and 50% in equity.


	Fees Earned or Paid in Cash($)(1)	Stock Awards($)(2)	All Other Compensation($)(3)(4)	Total ($)
Esi Eggleston Bracey.................................	$56,346	$170,895(5)	$1,888	$229,129
Scott Dahnke............................................	$197,317	$284,974(6)	$2,879	$485,170
Anne Finucane..........................................	$18,242	$92,533(7)	$3,558	$114,333
Anne Mulcahy..........................................	$89,083	$178,643(8)	$13,771	$281,497
Paula Pretlow...........................................	$43,497	$143,216(9)	$4,749	$191,462
William Ready..........................................	$85,008	$173,685(10)	$295	$258,988
Sabrina Simmons......................................	$105,500	$190,438(11)	$415	$296,353
Frits van Paasschen....................................	$96,094	$184,968(12)	$2,311	$283,373

(2) Represents the grant date fair value of the restricted stock unit awards granted in fiscal 2021 as calculated in accordance with FASB ASC Topic 718, by multiplying the closing price of our common stock on the trading day prior to the grant date by the number of restricted stock units granted. As of January 30, 2022, the persons who served as non-employee directors during all or a portion of fiscal 2021 held the following numbers of unvested restricted stock units: Esi Eggleston Bracey: 996; Scott Dahnke: 1,667; Anne Finucane: 455; Anne Mulcahy: 1,045; Paula Pretlow: 915; William Ready: 1,016; Sabrina Simmons: 1,114; and Frits van Paasschen: 1,082.

Our Corporate Governance Guidelines and our Code of Business Conduct and Ethics, both of which apply to all of our employees, including our Chief Executive Officer, Chief Financial Officer and Controller, are available on our website at ir.williams-sonomainc.com/governance. Copies of our Corporate Governance Guidelines and our Code of Business Conduct and Ethics are also available upon written request and without charge to any stockholder by writing to: Williams-Sonoma, Inc., Attention: Corporate Secretary, 3250 Van Ness Avenue, San Francisco, California 94109. To date, there have been no waivers that apply to our Chief Executive Officer, Chief Financial Officer, Controller or persons performing similar functions under our Code of Business Conduct and Ethics. We intend to disclose any amendment to, or waivers of, the provisions of our Code of Business Conduct and Ethics that affect our Chief Executive Officer, Chief Financial Officer, Controller or persons performing similar functions by posting such information on our website at ir.williams-sonomainc.com/governance.

Upon the recommendation of our Nominations, Corporate Governance and Social Responsibility Committee, our Board has nominated the persons set forth in the tables below. Our Board has no reason to believe that any of the nominees will be unwilling or unable to serve as a director. However, should a nominee become unwilling or unable to serve prior to the Annual Meeting, our Nominations, Corporate Governance and Social Responsibility Committee would recommend another person or persons to be nominated by our Board to stand for election, and your proxies would be voted for the person or persons selected by the committee and nominated by our Board.

Nominee

Director
Since

Position with the Company and

Business Experience, including

Directorships Held During Past Five Years

Specific Experience,

Qualifications,

Attributes and Skills

Laura Alber

Age 53

2010

•Chief Executive Officer since 2010

•President since 2006

•President, Pottery Barn Brands, 2002 – 2006

•Executive Vice President, Pottery Barn, 2000 – 2002

•Senior Vice President, Pottery Barn Catalog and Pottery Barn Kids Retail, 1999 – 2000

•Director, salesforce.com, inc. (customer relationship management software) since 2021

•Director, Fitbit, Inc. (fitness trackers), 2016 - 2021

•Extensive retail industry, merchandising and operational experience, including 26 years of experience with the company

•Implemented successful growth strategies, including Pottery Barn Kids, Pottery Barn Bed + Bath, PBteen, Business-to-Business, and Marketplace as well as the company’s global expansion

Nominee

Director
Since

Position with the Company and

Business Experience, including

Directorships Held During Past Five Years

Specific Experience,

Qualifications,

Attributes and Skills

Esi Eggleston Bracey

Age 51

2021

•Member of the Audit and Finance Committee

•President, Unilever USA (consumer goods), CEO, Personal Care North America since 2022

•Chief Operating Officer, EVP Beauty & Personal Care, Unilever North America, 2018 - 2022

•President, Consumer Beauty, Coty Inc. (cosmetics) (acquired by Procter & Gamble), 2015 – 2017

•Senior Vice President & General Manager, Global Cosmetics, Procter & Gamble (consumer goods), 2009 – 2016; other roles of increasing responsibility, 1991 – 2008

•Director, Six Flags Entertainment Corporation (amusement park operator) since 2020

•Extensive experience in marketing, brand-building, and leading consumer brands

•Strong understanding of global retail operations and organizational development

Nominee

Director
Since

Position with the Company and

Business Experience, including

Directorships Held During Past Five Years

Specific Experience,

Qualifications,

Attributes and Skills

Scott Dahnke

Age 56

2019

•Board Chair

•Chair of Compensation Committee

•Member of Nominations, Corporate Governance and Social Responsibility Committee

•Global co-CEO since 2016, Managing Partner, 2003 – 2015, L Catterton (private equity)

•Managing Director, Deutsche Bank Capital Partners (private equity), 2002 – 2003

•Managing Director, AEA Investors (private equity), 1998 –2002

•Chief Executive Officer, infoGROUP Inc. (formerly known as InfoUSA; Nasdaq-listed) (marketing), 1997 – 1998

•Principal (Partner), McKinsey & Company (management consulting), 1991 – 1997

•Director, The Honest Company, Inc. (consumer products) since 2018

•Director, Vroom, Inc. (online car sales platform) since 2015

•Director, Norwegian Cruise Line Holdings Ltd. (cruise line), 2020 – 2021

•Director, Noodles & Company (restaurant), 2011 – 2019

•Extensive experience building brand equity in leading consumer brands

•Substantial expertise in the global retail and consumer industry

Anne Finucane

Age 69

2021

•Chairman of the Board, Bank of America Europe (financial services) since 2018

•Vice Chairman, Bank of America Corporation (financial services), 2015 – 2021

•Global Chief Strategy and Marketing Officer, Bank of America (financial services), 2005 – 2015

•Chief Marketing Officer, Fleet Bank (financial services, merged with Bank of America in 2004), 1995 – 2004

•Director, CVS Health Corporation (healthcare and pharmacy) since 2011

•Trustee, Carnegie Endowment for International Peace (think tank) since 2019

•Director, Mass General Brigham (hospital) since 2015

•Member, Council on Foreign Relations (think tank) since 2011

•Board Member, Special Olympics International (non-profit organization) since 2009

•Deep expertise in financial services and strategic marketing

•Extensive leadership experience in ESG and corporate social responsibility

Nominee

Director
Since

Position with the Company and

Business Experience, including

Directorships Held During Past Five Years

Specific Experience,

Qualifications,

Attributes and Skills

Paula Pretlow

Age 66

2021

•Member of the Audit and Finance Committee

•Senior Vice President, The Capital Group (investment management firm), 1999 to 2011

•Senior Vice President, Montgomery Asset Management (asset management firm), 1997 to 1999

•Principal, BlackRock (formerly Barclays Global Investors) (investment management firm), 1992 to 1995

•Director, Vroom, Inc. (online car sales platform) since 2021

•Director, Ares Dynamic Credit Allocation Fund, Inc. (asset management firm) since 2021

•Director, Bitwise Industries (technology ecosystem) since 2020

•Member of Board of Trustees, Harry and Jeanette Weinberg Foundation (charitable foundation) since 2018

•Member of Board of Trustees, Kresge Foundation (charitable foundation) since 2015

•Broad experience in and strong relationships with the financial services industry

•Wide-ranging experience on public and private company boards

William Ready

Age 42

2020

•Member of the Compensation Committee

•President of Commerce, Google LLC (internet search company) since 2020

•Director, Automatic Data Processing, Inc. (human resources software company) since 2016

•Chief Operating Officer, PayPal Holdings, Inc. (digital commerce company), 2016 – 2019

•Senior Vice President, Global Head of Product and Engineering, PayPal Holdings, Inc., 2015 –2016

•Senior Vice President, Global Head of Merchant and NextGen Commerce, PayPal Holdings, Inc., 2015

•Chief Executive Officer, BrainTree (a mobile and web payment systems company, acquired by PayPal Holdings, Inc. in 2013), 2011 – 2015

•Extensive expertise in the digital commerce field, technology industry and leading and scaling high growth companies

•Experience on the board of a public company

Nominee

Director
Since

Position with the Company and

Business Experience, including

Directorships Held During Past Five Years

Specific Experience,

Qualifications,

Attributes and Skills

Frits van Paasschen

Age 61

2017

•Chair of the Nominations, Corporate Governance and Social Responsibility Committee

•Member of the Compensation Committee

•Director, Crown PropTech Acquisitions (special purpose acquisition company) since 2021

•Member, Supervisory Board, Royal DSM N.V. (life and material sciences) since 2017

•Author, The Disruptors’ Feast, published 2017

•President, Chief Executive Officer, Starwood Hotels and Resorts (hotels), 2007 – 2015

•President, Chief Executive Officer, Coors Brewing Company (beer), 2005 – 2007

•GM (President) Europe, Middle East & Africa, 2000 – 2004, GM (President) Americas and Africa, 1998 – 2000, Vice President Strategic Planning, 1997 – 1998, Nike Inc. (athletic footwear and apparel)

•Chair, Supervisory Board, Apollo Hotels (hotels), 2016 –2018

•Director, Barclays PLC (banking), 2013 – 2016

•Extensive experience in retail and hospitality, with over 15 years of experience as an executive

•Strong understanding of global retail operations and strategy

As described in detail under the heading “Executive Compensation,” our executive officer compensation program is constructed to attract, retain and motivate a highly qualified executive team to support our primary objective of creating long-term value for stockholders, while maintaining direct links between executive pay, individual performance, the company’s financial performance and stockholder returns. A significant portion of individual compensation is directly dependent on the company’s achievement of financial goals, which we believe aligns executive interests with stockholder interests and encourages long-term stockholder returns. Further in alignment with stockholder interests, each of our Named Executive Officers is subject to a stock ownership requirement. The Chief Executive Officer is required to hold five times her base salary, and each of the other Named Executive Officers is required to hold two times their base salary in shares of common stock.

•Performance-Based and Time-Based Equity: In fiscal 2021, our Named Executive Officers were granted PSUs based on performance against four equally-weighted metrics—revenue growth, earnings growth, return on invested capital and operating cash flow—and RSUs with service vesting. The PSUs are earned based on actual three-year performance against each of the four metrics relative to target, subject to certain pre-established adjustments, and vest on the third anniversary of the grant date. No PSUs are earned for below threshold performance, 50% of target are earned for threshold performance, 100% of target are earned for target performance, 200% of target are earned for above target performance, and 300% of target are earned for maximum performance and above. The RSUs vest 25% per year over a four-year period beginning on the grant date.

This is a proposal asking stockholders to ratify the selection of Deloitte & Touche LLP, or Deloitte, as our independent registered public accounting firm for the fiscal year ending January 29, 2023. The Audit and Finance Committee selected Deloitte as our independent registered public accounting firm for the fiscal year ending January 29, 2023, subject to ratification by our stockholders. Although stockholder ratification of our independent registered public accounting firm is not required by law, as a matter of corporate governance, we are requesting that our stockholders ratify such selection.

Fiscal 2021 marked a record year of financial performance for our company. Despite disruption and challenges within the supply chain, material and labor shortages, and capacity limitations from our incredible consumer demand, we outpaced the industry with our strong comparable revenue growth, maintained high profitability with operating margin expansion, and achieved record earnings per share. These results demonstrate the power of our three key differentiators - our in-house design, our digital-first channel strategy, and our values - and our high level of execution. They also give us confidence that we have a winning strategy to continue to drive profitable market share gains for the long term.


Fiscal 2021 Business Highlights	•Net revenues at all-time highs in 2021, growing to over $8.2 billion, including comparable brand revenue growth of 22.0% on top of last year’s 17.0%. •Second consecutive year of double-digit growth across all brands, with significant acceleration across our two largest brands, West Elm and Pottery Barn, at 33.1% and 23.9%, respectively. •Williams Sonoma Brand comparable brand revenues up 10.5% on top of last year’s growth of 23.8%. •Pottery Barn Kids and Teen comparable brand revenues up 11.6% on top of last year’s growth of 16.6%. •Consolidated e-commerce comparable revenue growth of 14.3% and 58.8% on a 2-year basis, taking our e-commerce mix to 66% of total revenues. •GAAP operating income of $1.5 billion, which is approximately 60% higher than in 2020. •GAAP operating margin of 17.6%; non-GAAP operating margin(1) of 17.7%, more than 2x higher than 2019. •GAAP diluted earnings per share (“EPS”) was $14.75 for fiscal 2021 and increased 71.3% versus fiscal 2020. Non-GAAP diluted EPS(1) was $14.85 for fiscal 2021, compared to our 2021 bonus plan non-GAAP diluted EPS goal of $10.15, and increased 64.3% versus fiscal 2020. •Delivered fiscal year 2021 total stockholder return of +22.0%. •Produced fiscal year 2021 return on invested capital (ROIC)(1) of 57.9%.
2021 Compensation Program	•Annual Bonus: continued to use achievement of EPS performance to fund our bonus plan and allocate awards to reflect brand/operational performance. ◦Given our substantial EPS outperformance, and the hard work this required of all associates, approved special bonuses to high-performing frontline associates who are not otherwise bonus eligible to reward their extraordinary contributions to our success. •Performance-Based RSUs (“PSUs”): continued to award PSUs that are earned based on achievement of pre-set 3-year goals for revenue growth, earnings growth, ROIC, and operating cash flow. •Restricted Stock Units (“RSUs”): awarded RSUs with 4-year prorated, time-based vesting to attract and retain talent and reward individual performance and contribution.
2021 CEO Compensation Decisions	•After reviewing factors, including market data, company performance, and individual contributions, the Board of Directors approved a modest increase in Ms. Alber’s 2021 salary, resulting in a limited increase in target compensation consistent with 2020 levels.
		CEO Pay Component	2021 Amount	% Change from 2020
		Base Salary	$1,550,000	3.3%
		Annual Bonus Target	$3,100,000	3.3%
		PSUs at target (2021-23 performance period)	$6,000,000	0%
		RSUs	$6,000,000	0%
		Target Total Direct Compensation	$16,650,000	1%

2021 CEO Performance Award Outcomes
		CEO Pay Component	2021 Amount	% of Target Award
		Annual Bonus Award	$7,750,000	250%
		Value of PSUs Earned at Fiscal 2021 Year-End (2019-21 performance period)(2)	$32,240,731	200%


Executive Compensation Practices
		What We Have	What We Do Not Have
		✓ Rigorous, objective performance goals and EPS-funded bonus pool ✓ Long-term Incentive Program with 3-year goals ✓ Limited perquisites ✓ Competitive stock ownership guidelines and retention requirement ✓ Clawback policy covering cash incentives and stock awards ✓ Double-trigger change-in-control provisions ✓ Independent compensation consultant and Board Compensation Committee ✓ Annual risk assessment of compensation policies and programs	× No “golden parachute” gross-ups × No hedging/pledging/short sales of company stock × No dividends paid on unvested shares × No options/SARs granted below fair market value × No supplemental retirement benefits × No repricing or cash out of underwater options/SARs without stockholder approval × No excessive severance × No single-trigger change-in-control provisions × No guaranteed salary increases, bonuses, or long-term incentive awards
Stockholder Outreach and Company Response	•Contacted 18 of our top stockholders, collectively representing approximately 50% of our shares outstanding, to discuss their perspectives on our compensation and governance practices. •Continued to review our peer group to align with our growth trajectory. •Made meaningful improvements to our Corporate Responsibility Scorecard and Impact Report (available at sustainability.williams-sonomainc.com).
2022 Peer Group	•No changes to our peer group for 2022 following stockholder input and modifications in 2021 (see page 43).


Financial Metric	Performance	Commentary
Return on Invested Capital(1)...........	57.9%	Significantly higher than our peer group average.
Operating Cash Flow.....................	$1.4B	Maintaining a strong liquidity position.
Returns to Stockholders.................	$1.1B	Through our dividend and share repurchase programs.
Operating Income.........................	$1.5B	An increase of approximately 60% over fiscal 2020.
Total Stockholder Return (1-Year)(2)	22.0%	Significantly exceeded peers and S&P 400 (see chart below).
Total Stockholder Return (3-Year)(2)	207.0%	Significantly exceeded peers and S&P 400 (see chart below).


Component	Form	Purpose	Alignment to Stockholder Interests

Base Salary	Cash	•Fixed compensation •Attract and retain NEOs short-term	•High-quality, stable executive leadership •Market-competitive and aligned with scale, scope, and complexity of role
Annual Incentive	Annual Bonus Plan	•Incentivize and reward achievement of carefully designed business / individual objectives •Encourage behaviors that support company’s desired short-term goals and stable, long-term outcomes	•Bonus pool funded based on EPS performance vs. pre-set goal •Annual goals have consistently been set above prior year performance level •Actual awards recognize business unit performance against both quantitative and qualitative goals


Long-Term Incentives	Performance-Based RSUs (PSUs)	•Motivate achievement of long-term performance and stockholder value creation •Attract and retain NEOs long-term •Provide opportunity to build ownership	•Equally weighted across scorecard of relevant financial metrics that are aligned with stockholder interests: ◦Revenue (3-year CAGR) ◦EPS (3-year CAGR) ◦Operating Cash Flow (3-year average) ◦ROIC (3-year average) •Emphasis on stock price performance
	Time-Based RSUs	•Attract and retain NEOs long-term •Provide opportunity to build ownership •Align interests with stockholders	•Emphasis on stock-price performance
	Stock Ownership Guidelines	•Directly aligns interest of NEOs with stockholders	•Value of holdings tied to stock price •As of the end of fiscal 2021, Ms. Alber held over 44x her base salary in company stock (well above her 5x guideline) •Required to retain at least 50% of net after-tax shares received until the ownership guideline has been achieved

Fiscal 2021 Incentive Payout Summary

We have a strong pay-for-performance philosophy and culture, and we are diligent in critiquing our goals, performance, and associated payouts. Our incentive plans are based on pre-determined goals. Over time, awards have fluctuated significantly, based on financial results and overall performance, resulting in a culture of high-performance and accountability. PSU payouts are formulaic based on financial performance, whereas Annual Bonus Plan awards factor in both financial performance and individual performance, which we feel reflects a holistic and individualized incentive determination. Over the prior eight years (2014-2021, since the implementation of PSUs in 2014), the Annual Bonus Plan’s corporate multipliers (financial performance) have ranged from 81% – 175% of target (average of 118% of target). However, during that time period, upon management’s recommendation, the Compensation Committee has often applied negative discretion in determining actual Bonus Plan pool funding in order to better align pay with performance, and has approved Bonus Plan pool funding amounts ranging from 76% to 175% of target (average of 113% of target). During that same time period, PSUs have paid out between 0% – 200% of target (average payout of 130% of target).

Consistent with the prior year, we used a widened performance range to trigger Bonus Plan pool funding: threshold performance of 90% of target (down from 95% used historically) and maximum of 110% of target (increased from 105% used historically), with results adjusted, as in prior years, to exclude or include (i) any extraordinary non-recurring or unusual items and (ii) the effect of any changes in accounting principles affecting the company’s or a business unit’s reported results, as approved by the Chair of the Compensation Committee. Ultimately, we set an EPS funding goal of $10.15 for the fiscal 2021 Management Bonus Plan. This was 108% higher than the fiscal 2020 target ($4.88) and was 12% higher than fiscal 2020 actual EPS ($9.04).

To determine individual award levels for Executive Officer bonuses, the Compensation Committee considered the following factors: adjusted EPS, delivering stockholder value, employee relations, sustainability and community stewardship, including progress on ESG-related goals, such as 100% responsibly-sourced cotton by 2021, 50% responsibly sourced wood by the end of 2021 and education and empowerment initiatives for workers in our supply chain, long-term investment, COVID-19 cost management and investment, resiliency of operations, individual/business unit performance outcomes, and strategic outcomes.

Extent of Engagement

Company Participants

We contacted 18 of our top stockholders, representing approximately 50% of our shares owned to discuss their perspectives on our compensation and governance practices.

To ensure access to key roles involved in compensation and governance decisions, company participants in the discussions with stockholders included:

•Executive Vice President, Chief Financial Officer

•Executive Vice President, General Counsel

•Executive Vice President, International Sourcing & Sustainable Development

•Vice President, Head of Sustainability

2021 Stockholder Outreach

(% of Shares)

•We met with nine stockholders who in aggregate held approximately 29% of our shares.

•Nine stockholders that we contacted (21% of shares) either confirmed they had no concerns (or did not require a meeting) or did not respond to our request.

•We did not reach out to eight of our top stockholders because they either are known to not engage in investor meetings or are sufficiently familiar with us that management concluded that outreach was not necessary.

Key Themes from Stockholder Engagement

Stockholder Perspectives

What We Did

Area

Feedback

Our Response

Transparency and communication

•Stockholders appreciate ongoing communication and outreach efforts

•Desire for transparency surrounding program changes as compensation and governance strategy continues to mature and evolve

✓ Meaningful enhancements made to our “Good by Design” Impact Report, which was well-received by our investors

✓ Report available at sustainability.williams-sonomainc.com

✓ Consistent improvements to our CD&A focused on transparency, context, readability, and strengthening the linkage between business strategy and compensation design/outcome

ESG Focus

•Stockholders appreciate our organizational commitment to ESG and transparency

•Desire for continued evolution of compensation programs towards ESG metrics

✓ ESG performance is included in the individual portion of Management Bonus Plan

✓ Set meaningful and ambitious emission reduction goals, including carbon neutral for scopes 1 and 2 by 2025.

✓ Meaningful enhancements made to our “Good by Design” Impact Report, which was well-received by our investors

✓ Report available at sustainability.williams-sonomainc.com

The Compensation Committee uses a peer group composed of public companies in the retail industry to review competitive compensation data for the company’s executives. The Compensation Committee evaluates this peer group on an annual basis to ensure that the companies selected remain appropriate. The peer group for fiscal 2021 was selected by the Compensation Committee based on the guiding criteria described below, with advice from Pay Governance LLC. Certain peer companies may not meet all selection criteria but are included because they are direct competitors of our business, direct competitors for our executive talent, have a comparable business model, or for other reasons. The peer group guiding criteria for fiscal 2021 was as follows:


Selection Criteria			Targeted Range
Industry			Home Furnishing Retail; Apparel Retail; E-commerce Companies; Other Select Retailers (online, global brands)
Revenues			$3B – $13B
Market Capitalization			$4B – $17B
Geographic competitor for talent
Performance: growth in revenue and net income; key industry performance metrics
Positive total stockholder returns over the prior one- and three-year periods
Qualitative factors: similar product offerings; key competitor for business/talent; listed as a peer in proxy advisor reports; large or emerging e-commerce presence and/or international presence.



Selection Criteria			Targeted Range
Industry			Home Furnishing Retail; Apparel Retail; E-commerce Companies; Other Select Retailers (online, global brands)
Revenues			$3B – $15B
Market Capitalization			$6B – $25B
Geographic competitor for talent
Performance: growth in revenue and net income; key industry performance metrics
Positive total stockholder returns over the prior one- and three-year periods
Qualitative factors: similar product offerings; key competitor for business/talent; listed as a peer in proxy advisor reports; large or emerging e-commerce presence and/or international presence.

In an executive session at a meeting in March 2021, without the Chief Executive Officer present, the Compensation Committee reviewed Ms. Alber’s base salary, bonus target, and 2021 target equity value. The Compensation Committee recommended increasing Ms. Alber’s base salary to $1,550,000 from $1,500,000, a 3.3% increase, which was the first increase to her base salary since 2018. In addition, the Compensation Committee recommended that Ms. Alber’s bonus target (200% of salary, or $3,100,000), and annual equity grant ($12,000,000; split evenly between PSUs and RSUs) remain unchanged from fiscal 2020. Consistent with prior years, the Compensation Committee also considered her individual performance, an assessment of market data, and her experience in her role.

In addition, the Compensation Committee sets a threshold performance goal that must be achieved, which establishes the maximum bonus payable under the Bonus Plan to each NEO subject to the Compensation Committee’s discretion to reduce such amount. This threshold performance goal was positive net cash flow provided by operating activities, as disclosed on the company’s consolidated statements of cash flows. This threshold goal was met in fiscal 2021, and the Compensation Committee used negative discretion to determine the actual payout to each NEO based on achievement of the EPS goal and individual performance, as described below.

The pool from which company-wide bonuses are paid depends on our achievement of an annual EPS goal established by the Compensation Committee. For fiscal 2021, the Compensation Committee set a diluted EPS target of $10.15. Actual diluted EPS for fiscal 2021 is measured under the Bonus Plan by excluding the impact of extraordinary non-recurring charges or unusual items from GAAP diluted EPS for fiscal 2021 and including any amounts payable to covered employees under the Bonus Plan. The company achieved performance of non-GAAP diluted EPS of $14.85, or an achievement at a Bonus Plan pool funding level of 171.4% of target pool funding. Additional design details and results are provided beginning on page 38.

Once the bonus pool has been funded based on EPS performance under the Bonus Plan, and once the threshold performance goal is achieved, which establishes the maximum potential bonus payable under the Bonus Plan to each NEO subject to the Compensation Committee’s discretion to reduce such amount, individual performance is assessed in order to determine the payout of bonuses from the pool. The Compensation Committee believes that the achievement of individual objectives is critical to the overall success of the company and, as such, bonuses are paid, in part, to reflect individual achievement. For example, if an executive fails to fully meet some or all individual objectives, the executive’s bonus may be significantly reduced or even eliminated. Conversely, if the objectives are overachieved, awards may exceed the Bonus Plan’s pool funding level percentage and may be subject to less or no reduction from the maximum amount payable to the executive, based on our achievement of the threshold positive net cash flow goal described above.


Named Executive			Key Accomplishments
Laura Alber.......			Ms. Alber’s leadership has been instrumental to the company’s strong financial and stock-price performance and in making fiscal 2021 one of the company’s strongest years. Notably, fiscal 2021 saw ~64% non-GAAP EPS(1) growth, 22% comparable brand revenue growth and TSR that significantly exceeded the S&P 400 Index over both short (1-year) and longer-term (3-year) timeframes. Ms. Alber also led the company’s effective response to COVID-19 and has been a key proponent of driving the company’s ESG-related priorities by setting industry-leading goals that drive the company’s continued focus on sustainability, and demonstrate that sustainability supports a resilient supply chain and delivers concrete business value. Recent announcements regarding the company's progress towards its ESG goals include: 75% of all products meeting one or more of Williams-Sonoma, Inc.’s social and environmental initiatives by 2030, $50M investment in purchases of Nest Ethical Handcraft product, and a commitment to double investments in Fair Trade USA® programs by 2025.

Julie Whalen......			Ms. Whalen helped to deliver strong returns to stockholders of approximately $1.1 billion in share repurchases and dividends. She also oversaw an increase on the company’s ROIC(1) to 57.9%, which continues to be significantly above the industry average. Ms. Whalen also has been a key proponent of driving the company’s ESG-related priorities. As one of the first in our industry to set a Science-Based Target for emissions reduction across our value chain, and a goal of carbon neutrality in our own operations, Ms. Whalen plays a key role in approving and overseeing the financial investment required to achieve this industry-leading goal.

Alex Bellos.......			Under Mr. Bellos’ leadership, West Elm achieved comparable revenue growth of 33.1% in fiscal 2021 on top of 15.2% in fiscal 2020 and had its 12th consecutive year of double-digit revenue growth. West Elm has become a leader in sustainable home goods retailing under Mr. Bellos’ leadership, which has consistently prioritized meeting and exceeding the brand’s ESG-related goals. Mr. Bellos led West Elm’s commitment to Fair Trade, artisan handcraft, economic empowerment and supplier diversity through the West Elm Local program.


Named Executive			Key Accomplishments
Marta Benson....			Under Ms. Benson’s leadership, Pottery Barn had 23.9% comparable revenue growth in fiscal 2021, which was more than 50% higher than its comparable revenue growth last year, making 2021 one of Pottery Barn's most successful years ever. Pottery Barn has become a leader in sustainable home goods retailing under Ms. Benson’s leadership, which has consistently prioritized meeting and exceeding the brand’s ESG-related goals. Ms. Benson spearheaded a partnership with the Arbor Day Foundation, strengthening our commitment to responsible wood sourcing. Pottery Barn launched its commitment to plant 3 million trees by 2023 to protect and restore the world’s most vulnerable forests. In partnership with the Arbor Day Foundation, Pottery Barn committed to planting one tree for every piece of select indoor wood furniture sold. Based on the successful first year of the campaign in which 1.5 million trees were planted, in March 2022, the company doubled its goal to plant 6 million trees by 2023, with participation across Pottery Barn, Pottery Barn Kids and Teen, West Elm, Rejuvenation, and Williams Sonoma Home.

Ryan Ross.........			Under Mr. Ross’s leadership, the Williams Sonoma brand achieved comparable revenue growth of 10.5% in fiscal 2021, which made fiscal 2021 one of the brand’s most successful years ever. Mr. Ross continues to support meaningful and long-standing philanthropic partnerships with organizations, such as No Kid Hungry and the Trevor Project, as well as product collaborations with local vendors and small-batch producers. In alignment with our goal to source Fair Trade Certified® products, 100% of Williams Sonoma brand coffee is Fair Trade Certified.

The third component of the company’s compensation program is long-term equity compensation. The Compensation Committee believes that equity compensation awards encourage our executives to work toward the company’s long-term business and strategic objectives and to maximize long-term stockholder returns. In addition, the Compensation Committee believes that equity awards incentivize executives to remain with the company. In determining the long-term incentive awards for fiscal 2021, the Compensation Committee considered the strong experience and individual performance of the executive team, the unvested value of equity awards remaining in fiscal 2021, and relevant market data.

Component

Weighting

(CEO/NEOs)

Time Frame (Vesting)

Purpose

Performance Linkage

Performance-Based RSUs (PSUs)

50%/40%

3-year performance targets and cliff vesting

•Motivate achievement of the key indicators of company success that best drive stockholder value

•Reward for attainment of long-term performance and stockholder value creation

•Attract and retain NEOs long-term

•Provide opportunity to build ownership in the company

•Equally weighted across scorecard of relevant financial metrics that are aligned with stockholder interests:

◦Revenue (3-year CAGR)

◦EPS (3-year CAGR)

◦Operating Cash Flow (3-year average)

◦ROIC (3-year average)

•Emphasis on stock price performance

Time-Based RSUs

50%/60%

4-year pro-rated vesting

•Attract and retain NEOs long-term

•Provide opportunity to build ownership in the company

•Align interests with stockholders

•Emphasis on stock price performance

The Compensation Committee established the three-year performance goals for the PSUs by reference to historical company performance, our fiscal 2021 budget, and our three-year earnings growth plan, which were presented to and reviewed by our Board of Directors. The PSU performance period will run from fiscal 2021 through fiscal 2023. We do not disclose the specific goals utilized until the completion of the performance period due to confidentiality and competitive concerns. We believe that the goals were set at challenging levels (above prior-grant goals for all four metrics) and are fully aligned with the rigorous expectations and long-term interests of our stockholders. The performance goals under the 2021-23 PSU plan resulting in payout at 100% and 200% of the target number of PSUs are higher than the goals providing for such payout under the 2019-21 and 2020-22 PSU plans. For the 2021-23 PSU plan, a payout opportunity of 300% of target was added and requires performance at significantly higher levels than required to achieve the maximum payout of 200% under the 2019-21 and 2020-22 PSU plans. The maximum performance levels for revenues and earnings growth under the 2021-23 PSU plan are consistent with our external goal of achieving $10 billion in revenues by 2024.

Subject to certain limited exceptions, all the benefits offered to our NEOs are offered broadly to our full-time associates. For example, a limited number of company executives are provided with reimbursement of financial consulting services up to $12,000 annually. The Compensation Committee believes that providing this assistance is prudent given the complexity of these executives’ compensation and financial arrangements and helps our NEOs maximize the compensation we pay to them. In addition, certain of our long-tenured employees receive benefits under a car allowance program that we no longer offer to new employees. We maintain an Executive Deferred Compensation Plan that is available to all U.S. employees at the level of Vice President and above and provides an opportunity for individual retirement savings on a tax- and cost-effective basis. We do not offer any company match to this benefit plan. We do not sponsor any additional supplemental executive retirement plans. Additionally, employees at the level of Director and above can participate in supplemental life insurance plans that offer enhanced benefits. We believe that these benefits allow our NEOs to concentrate on their responsibilities and our future

Each year, the Compensation Committee determines appropriate business targets for the fiscal year and evaluates executives’ performance against those targets. As the Compensation Committee structures the executive compensation program, it considers the accounting and tax implications of each compensation element, as well as stockholder dilution from any equity awards. The Compensation Committee updates the Board of Directors regarding compensation decisions for executives and for the Chief Executive Officer, except for adjustments to the Chief Executive Officer’s base salary, which are determined by the independent members of the Board. The Compensation Committee’s role is further detailed in the Compensation Committee Charter, which is available on our website at ir.williams-sonomainc.com/governance.

The Chief Executive Officer is present at Compensation Committee meetings (except when her own compensation is being discussed) and makes recommendations regarding the compensation program in general and each executive’s compensation specifically. Her recommendations are made in the context of peer group and other relevant data and are based on a quantitative analysis and comparison of each executive’s performance against fiscal year business and strategic objectives and her qualitative evaluation of each executive’s contributions to the company’s long-term objectives. Further, she provides input on each executive’s respective responsibilities and growth potential, as well as each’s equity position and potential compensation payouts. Other members of management are also present at portions of Compensation Committee meetings to provide background information, as necessary.

The Compensation Committee, the Chief Executive Officer, and management believe that knowledge of general market practices and the specific compensation practices of our peer group, listed on page 43, is important in assessing the design and competitiveness of our compensation package. When market data is reviewed, it is considered as a reference point, rather than a fixed policy, for compensation positioning and decision-making. We do not set compensation to meet specific benchmarks or percentiles. When target total direct compensation was set at the beginning of fiscal 2021, the Compensation Committee confirmed the resulting competitive positioning was appropriate for each executive given their individual experience, complexity of role, business unit performance, and the company’s consistently strong operating performance and sustained revenue and earnings growth in recent years.

The following equity holdings count toward the stock ownership guidelines: shares directly owned by the executive or his or her immediate family members; shares held in trust or any similar entity benefiting the executive or the executive’s immediate family; and shares owned through the Williams-Sonoma, Inc. 401(k) Plan. Unexercised stock appreciation rights, vested but unexercised stock options, performance shares with incomplete performance periods, and unvested restricted stock units or other full-value awards do not count towards the stock ownership guidelines listed above. We do not currently grant stock appreciation rights or stock options to our NEOs.

Executives covered under the ownership guidelines are required to retain at least 50% of the net after-tax shares received as a result of the release of restricted stock units until the applicable ownership guideline has been achieved. As of April 6, 2022, all our NEOs meet or exceed the stock ownership guidelines or comply with the stock retention requirements for vested restricted stock units that are designed to bring the executive up to the applicable ownership level. Ms. Alber’s personal wealth is tied to company performance, and as of April 6, 2022, she held stock worth over 37x her base salary, well above the 5x guideline.

As previously disclosed, we have entered into a severance arrangement with Ms. Alber providing for certain severance benefits in the event of the termination of her employment without cause or if she resigns for good reason, in each case, outside of the change in control context. Such severance benefits are conditioned, among other things, on her execution of a release agreement. The Compensation Committee implemented this arrangement to ensure that she remains focused on the company’s business and strategic objectives rather than potential personal economic exposure and given that Ms. Alber’s departure in such circumstances is due, at least in part, to circumstances not

Additionally, consistent with the practice of many of our peers and to encourage our employees to remain employed with the company through the date of the applicable vesting event, grants of RSUs, including the PSUs granted to our NEOs, provide for pro-rata vesting upon death or disability, and upon retirement, full vesting in the case of time-based RSUs and pro-rata vesting in the case of PSUs. Retirement is defined as leaving the company at age 70 or later, with a minimum of 15 years of service. PSUs granted to our NEOs vest on a pro-rata basis subject to the achievement of the applicable performance goals in the event of death, disability, or retirement. Currently, none of our NEOs are retirement eligible.

We maintain a clawback policy that provides for the recovery of past payments or awards in the event of a financial restatement. In such event, the Compensation Committee will review all cash and equity awards that, in whole or in part, were granted or paid to, or earned by, our executive officers based on performance during the financial period subject to such restatement. If any award would have been lower or would not have vested, been earned or been granted based on such restated financial results, the Compensation Committee may, if it determines appropriate in its sole discretion and to the extent permitted by governing law, (a) cancel such award, in whole or in part, whether or not vested, earned or payable and/or (b) require the award holder to repay to the company an amount equal to all or any portion of the value from the grant, vesting, or payment of the award that would not have been realized or accrued based on the restated financial results.

Our Insider Trading Policy expressly bars hedging, derivative, or any other speculative transactions involving the company’s stock by all officers, employees, and members of the Board, and any consultants, advisors, and contractors to the company and its subsidiaries that the company designates, as well as members of the immediate families and households of these persons. Such prohibited transactions include hedging or derivative transactions, such as “cashless” collars, forward contracts, equity swaps or other similar or related transactions, or any short sale, “sale against the box,” or any equivalent transaction involving the company’s stock or the stock of certain business partners. We also prohibit such persons from pledging company stock to secure a loan, or from purchasing company stock on margin. In addition, we prohibit such persons from purchasing or selling our securities while in possession of material, non-public information, or otherwise using such information for their personal benefit and maintain a quarterly black-out window where applicable individuals may not trade.

Section 162(m) of the Internal Revenue Code places a limit of $1 million on the amount of compensation that we may deduct as a business expense in any year with respect to certain of our most highly paid executive officers. While the Compensation Committee considers the deductibility of compensation as one factor in determining executive compensation, the Compensation Committee retains the discretion to award and pay compensation that is not deductible as it believes that it is in the best interests of our stockholders to maintain flexibility in our approach to executive compensation and to structure a program that we consider to be the most effective in attracting, motivating, and retaining key executives.


Name and Principal Position	Fiscal Year	Salary ($)(1)	Bonus ($)	Stock Awards ($)(2)(3)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)(4)	All Other Compensation ($)(5)(6)	Total ($)
Laura Alber	2021	$1,542,308		$11,999,857		$7,750,000	$32,162	$21,324,327
Director, President, and Chief Executive Officer	2020	$1,500,743		$17,350,601		$5,250,000	$32,182	$24,133,526
	2019	$1,500,000	—	$11,999,941	—	$3,500,000	$28,503	$17,028,444

Julie Whalen	2021	$850,000		$2,999,792		$2,100,000	$24,354	$5,974,146
Executive Vice President, Chief Financial Officer	2020	$850,742		$3,802,559		$1,500,000	$18,995	$6,172,296
	2019	$836,541	—	$2,249,946	—	$1,000,000	$29,300	$4,115,787

Alex Bellos	2021	$892,308		$3,249,760		$3,000,000	$22,657	$7,164,725
President, West Elm Brand	2020	$850,000		$3,802,559		$2,000,000	$22,832	$6,675,391
	2019	$823,077	—	$2,999,928	—	$1,600,000	$22,062	$5,445,067

Marta Benson	2021	$892,308		$3,249,760		$3,000,000	$17,751	$7,159,819
President, Pottery Barn Brand	2020	$850,742		$3,802,559		$2,000,000	$17,564	$6,670,865
	2019	$823,077	—	$2,499,959	—	$1,250,000	$16,621	$4,589,657

Ryan Ross	2021	$784,615		$2,749,996		$1,800,000	$12,997	$5,347,608
President, Williams Sonoma Brand	2020	$700,743		$3,168,744		$1,750,000	$47,168	$5,666,655
	2019	$648,077	$660,000(7)	$2,749,864	—	$750,000	$248,961	$5,056,902

(2) Represents the grant date fair value of performance stock unit and restricted stock unit awards granted in fiscal 2021, fiscal 2020 and fiscal 2019, as calculated in accordance with FASB ASC Topic 718 by multiplying the closing price of our stock on the trading day prior to the grant date of the awards (as determined in accordance with FASB ASC Topic 718) by the number of units granted. The number of restricted stock units and performance stock unit awards granted is determined by dividing the total monetary value of each award by the closing price of our common stock on the trading day prior to the grant date, rounding down to the nearest whole share. Pursuant to FASB ASC Topic 718, the grant date fair value of the fiscal 2020 performance stock unit awards was determined using our stock price on the trading day preceding the date the performance goals were set for such awards in August 2020 ($93.17 grant date fair value per unit), rather than our stock price on the trading day preceding the date that the Compensation Committee approved such awards in April 2020 ($49.25 per share), which resulted in the grant date fair value being higher than the target value of such awards.

(3) The amounts in the stock awards column include the fair market value of performance stock unit awards assuming probable achievement of the performance goal at target levels resulting in the following fair market values for the performance stock unit awards: Ms. Alber – $5,999,928 (fiscal 2021), $11,350,622 (fiscal 2020), and $5,999,971 (fiscal 2019); Ms. Whalen – $1,199,951 (fiscal 2021), $1,702,589 (fiscal 2020), and $674,961 (fiscal 2019); Mr. Bellos – $1,299,904 (fiscal 2021), $1,702,589 (fiscal 2020), and $899,967 (fiscal 2019); Ms. Benson – $1,299,904 (fiscal 2021), $1,702,589 (fiscal 2020), and $749,982 (fiscal 2019); and Mr. Ross – $1,099,998 (fiscal 2021), $1,418,793 (fiscal 2020) and $624,949 (fiscal 2019). Assuming maximum achievement of the performance goal, the fair market value of those performance stock units would be: Ms. Alber – $17,999,785 (fiscal 2021), $22,701,244 (fiscal 2020), and $11,999,941 (fiscal 2019); Ms. Whalen – $3,599,853 (fiscal 2021), $3,405,178 (fiscal 2020), and $1,349,921 (fiscal 2019) ; Mr. Bellos – $3,899,712 (fiscal 2021), $3,405,178 (fiscal 2020), and $1,799,934 (fiscal 2019); Ms. Benson – $3,899,712 (fiscal 2021), $3,405,178 (fiscal 2020), and $1,499,964 (fiscal 2019); and Mr. Ross – $3,299,995 (fiscal 2021), $2,837,586 (fiscal 2020) and $1,249,898 (fiscal 2019).


	Fiscal Year	Life Insurance Premiums($)(1)	Matching Contribution to the 401(k) Plan($)(2)	Car Allowance($)	Executive Financial Services($)	Total($)
Laura Alber	2021	$5,382	$8,700	$6,000	$12,000	$32,162(3)
	2020	$5,382	$8,550	$6,000	$12,000	$32,182(4)
	2019	$5,382	$8,346	$6,000	$8,775	$28,503
Julie Whalen	2021	$4,554	$8,700	$6,000	$5,020	$24,354(3)
	2020	$3,945	$8,550	$6,000	—	$18,995(5)
	2019	$2,915	$8,385	$6,000	$12,000	$29,300
Alex Bellos	2021	$1,877	$8,700	—	$12,000	$22,657(3)
	2020	$1,782	$8,550	—	$12,000	$22,832(5)
	2019	$1,662	$8,400	—	$12,000	$22,062
Marta Benson	2021	$8,971	$8,700	—	—	$17,751(3)
	2020	$8,514	$8,550	—	—	$17,564(5)
	2019	$8,198	$8,423	—	—	$16,621
Ryan Ross	2021	$4,217	$8,700	—	—	$12,997(3)
	2020	$2,581	$8,550	—	—	$47,168(5)(6)
	2019	$2,268	$7,076	—	—	$248,961(7)


	Grant Date(1)	Compensation Committee Approval Date	Estimated Future Payouts Under Non-Equity Incentive Plan Awards			Estimated Future Payouts Under Equity Incentive Plan Awards			All Other Stock Awards: Number of Shares of Stock or Units (#)	Grant Date Fair Value of Stock and Option Awards ($)(4)
			Threshold ($)	Target ($)(2)(3)	Maximum ($)(3)	Threshold (#)	Target (#)	Maximum (#)
Laura Alber			—	$3,100,000	$10,000,000	—	—	—	—	—
	4/15/2021	3/25/2021(5)	—	—	—	—	—	—	34,756	$5,999,928
	4/15/2021	4/9/2021(6)	—	—	—	17,378	34,756	104,268	—	$5,999,928
			—	—	—	—	—	—	—	—
Julie Whalen			—	$850,000	$10,000,000	—	—	—	—	—
	4/15/2021	3/25/2021(5)	—	—	—	—	—	—	10,426	$1,799,840
	4/15/2021	4/9/2021(6)	—	—	—	3,475	6,951	20,853		$1,199,951
Alex Bellos			—	$900,000	$10,000,000	—	—	—	—	—
	4/15/2021	3/25/2021(5)	—	—	—	—	—	—	11,295	$1,949,856
	4/15/2021	4/9/2021(6)	—	—	—	3,765	7,530	22,590	—	$1,299,904
Marta Benson			—	$900,000	$10,000,000	—	—	—	—	—
	4/15/2021	3/25/2021(5)	—	—	—	—	—	—	11,295	$1,949,856
	4/15/2021	4/9/2021(6)	—	—	—	3,765	7,530	22,590	—	$1,299,904
Ryan Ross			—	$800,000	$10,000,000	—	—	—	—	—
	4/15/2021	3/25/2021(5)	—	—	—	—	—	—	9,558	$1,649,998
	4/15/2021	4/9/2021(6)	—	—	—	3,186	6,372	19,116	—	$1,099,998

(3) The Compensation Committee established a threshold performance goal that needed to be satisfied in order for payments under our stockholder-approved 2001 Incentive Bonus Plan to be earned. For fiscal 2021, the Compensation Committee established the threshold performance goal for the 2001 Incentive Bonus Plan as positive net cash flow provided by operating activities as set forth in the company’s consolidated statements of cash flows. The Compensation Committee also set a secondary performance goal to guide its use of discretion in determining whether to reduce bonus amounts from the maximum shown in the table above; the Compensation Committee typically expects to pay bonuses at target levels if the secondary performance goal is met at target. For fiscal 2021, the Compensation Committee set the secondary performance goal as a diluted earnings per share target of $10.15 (excluding extraordinary non-recurring charges from GAAP EPS for fiscal 2021, including any amounts payable to covered employees under the 2001 Incentive Bonus Plan). As further described in the section entitled “Components of our Compensation Program, 2021 Decisions and the Decision-Making Process—Annual Cash Bonus” in the Compensation Discussion and Analysis on page 44, the 2001 Incentive Bonus Plan’s threshold performance goal was achieved and the secondary performance goal was achieved between target and maximum levels, and the Compensation Committee elected to apply its discretion in determining to reduce the actual amount to be paid to the Named Executive Officers under the 2001 Incentive Bonus Plan below the maximum potential payment shown in the table above.


	Number of Shares or Units of Stock that have not Vested (#)	Market Value of Shares or Units of Stock that have not Vested($)(1)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have not Vested (4)(1)
Laura Alber	34,756(2)	$5,380,576	—	—
	—	—	104,268(3)	$16,141,729
	91,371(4)	$14,145,145	—	—
	—	—	243,654(5)	$37,720,076
	52,065(6)	$8,060,183	—	—
	208,260(7)	$32,240,731	—	—
	30,763(8)	$4,762,420	—	—
Julie Whalen	10,426(2)	$1,614,049	—	—
	—	—	20,853(3)	$3,228,253
	31,980(4)	$4,950,824	—	—
	—	—	36,548(5)	$5,657,996
	13,667(6)	$2,115,788	—	—
	23,428(7)	$3,626,889	—	—
	8,076(8)	$1,250,246	—	—
Alex Bellos	11,295(2)	$1,748,579	—	—
	—	—	22,590(3)	$3,497,158
	31,980(4)	$4,950,824	—	—
	—	—	36,548(5)	$5,657,996
	18,223(6)	$2,821,103	—	—
	31,238(7)	$4,835,955	—	—
	7,178(8)	$1,111,226	—	—
Marta Benson	11,295(2)	$1,748,579	—	—
	—	—	22,590(3)	$3,497,158
	31,980(4)	$4,950,824	—	—
	—	—	36,548(5)	$5,657,996
	15,186(6)	$2,350,945	—	—
	26,032(7)	$4,030,014	—	—
	10,767(8)	$1,666,839	—	—
Ryan Ross	9,558(2)	$1,479,674	—	—
	—	—	19,116(3)	$2,959,348
	26,649(4)	$4,125,532	—	—
	—	—	30,456(5)	$4,714,893
	4,236(9)	$655,775	—	—
	7,260(10)	$1,123,921	—	—
	13,884(7)	$2,149,382	—	—
	13,906(11)	$2,152,788	—	—
	3,077(8)	$476,350	—	—

(3) Represents performance stock units granted on April 15, 2021. The grant date for these purposes is the date that the Compensation Committee approved the grant of the performance stock units. The performance stock units vest on April 15, 2024, subject to continued service and achievement of performance criteria. As required under the SEC rules, the shares above reflect a hypothetical maximum payout of 300% based on performance trending above target through the end of fiscal 2021. Actual amounts paid may be lower and will not be determined until the completion of the performance period. This award has a potential payout range of 0% for below threshold performance to 300% for maximum performance depending on the extent to which the performance criteria are achieved. In addition, upon vesting, the executive receives a cash payment equal to dividends declared between the grant date and the vesting date.

(5) Represents performance stock units granted on April 16, 2020. The grant date for these purposes is the date that the Compensation Committee approved the grant of the performance stock units. The performance stock units vest on April 16, 2023, subject to continued service and achievement of performance criteria. As required under the SEC rules, the shares above reflect a hypothetical maximum payout of 200% based on performance trending above target through the end of fiscal 2021. Actual amounts paid may be lower and will not be determined until the completion of the performance period. This award has a potential payout range of 0% for below threshold performance to 200% for maximum performance depending on the extent to which the performance criteria are achieved. In addition, upon vesting, the executive receives a cash payment equal to dividends declared between the grant date and the vesting date.

(7) Represents performance stock units granted on April 18, 2019. The performance stock units will vest on April 18, 2022, subject to continued service. The shares above reflect a payout of 200% based on actual achievement of the performance criteria. See the section entitled “Components of our Compensation Program, 2021 Decisions, and the Decision-Making Process—PSUs Granted in Fiscal 2019” in the Compensation Discussion and Analysis beginning on page 49 for more information regarding the achievement of the performance criteria. In addition, upon vesting, the executive will receive a cash payment equal to dividends declared between the grant date and the vesting date.

(10) Represents performance stock units granted on July 10, 2019. The performance stock units will vest on April 18, 2022, subject to continued service. The shares above reflect a payout of 200% based on actual achievement of the performance criteria. See the section entitled “Components of our Compensation Program, 2021 Decisions, and the Decision-Making Process—PSUs Granted in Fiscal 2019” in the Compensation Discussion and Analysis beginning on page 49 for more information regarding the achievement of the performance criteria. In addition, upon vesting, the executive will receive a cash payment equal to dividends declared between the grant date and the vesting date.

Participation in the Executive Deferred Compensation Plan is limited to a group of select management and highly compensated employees. In fiscal 2021, participants were able to defer up to 75% of their base salary and up to 100% of their bonus, net of applicable employment and withholding taxes and subject to a minimum deferral requirement (5% of salary). Participant accounts are not put aside in trust or any other funding vehicle, and the obligations of the company to pay are an unsecured promise to pay in the future. Although no investments are held in the plan, participant accounts track investment funds chosen by the participant from a specified list, and accounts are adjusted for earnings that the investments would have accrued had the investment fund been held by such participant accounts. Accounts are generally distributed at termination of employment, although a participant can make an election at the time of deferral to have the distribution occur at an earlier or later date. A choice of quarterly installments over 5, 10, 15 or 20 years, or a single lump sum, is available for terminations due to retirement or disability, as defined in the plan, if the account is over $15,000. All other distributions are paid as a single lump sum. The commencement of payments can be postponed, subject to advance election and minimum deferral requirements. At death, the plan may provide a death benefit funded by a life insurance policy, in addition to payment of the participant’s account.

If within 18 months following a change of control, an executive’s employment is terminated by us without “cause,” or by the executive for “good reason,” then (i) 100% of such executive’s outstanding equity awards, including full value awards, with performance-based vesting where the payout is a set number or zero depending on whether the performance metric is obtained, will immediately become fully vested, except that if a full value award has performance-based vesting and the performance period has not been completed and the number of shares that can be earned is variable based on the performance level, a pro-rata portion of such executive’s outstanding equity awards will immediately become fully vested at the target performance level, and (ii) in lieu of continued employment benefits (other than as required by law), such executive will be entitled to receive payments of $3,000 per month for 12 months.

In addition, if, within 18 months following a change of control, the executive’s employment is terminated by us without “cause,” or by the executive for “good reason,” such executive will be entitled to receive (i) severance equal to 200% of such executive’s base salary as in effect immediately prior to the change of control or such executive’s termination, whichever is greater, with such severance to be paid over 24 months, and (ii) 200% of the average annual bonus received by such executive in the last 36 months prior to the termination, with such severance to be paid over 24 months.

Each executive’s receipt of the severance benefits discussed above is contingent on such executive signing and not revoking a release of claims against us, such executive’s continued compliance with our Code of Business Conduct and Ethics (including its provisions relating to confidential information and non-solicitation), such executive not accepting employment with one of our competitors, and such executive’s continued non-disparagement of us. In the event that the severance payments and other benefits payable to an executive under a retention agreement constitute a “parachute payment” under Section 280G of the U.S. tax code and would be subject to the applicable excise tax, then the executive’s severance payments and other benefits will be either (i) delivered in full or (ii) delivered to a lesser extent such that no portion of the benefits are subject to the excise tax, whichever results in the receipt by such executive on an after-tax basis of the greatest amount of benefits (such provision, a “better after-tax” provision).

For purposes of the EVP Retention Plan, “cause” means: (i) an act of dishonesty made by the executive in connection with his or her responsibilities as an employee; (ii) the executive’s conviction of, or plea of nolo contendere to, a felony or any crime involving fraud, embezzlement or any other act of moral turpitude; (iii) the executive’s gross misconduct; (iv) the executive’s unauthorized use or disclosure of any proprietary information or trade secrets of the company or any other party to whom the executive owes an obligation of nondisclosure as a result of the executive’s relationship with the company; (v) the executive’s willful breach of any obligations under any written agreement or covenant with the company or breach of the company’s Code of Business Conduct and Ethics; or (vi) the executive’s continued failure to perform his or her employment duties after he or she has received a written demand of performance which specifically sets forth the factual basis for the belief that the executive has not substantially performed his or her duties and has failed to cure such non-performance within 30 days after receiving such notice.

For purposes of the EVP Retention Plan, “change of control” means the occurrence of any of the following events: (i) a change in the ownership of the company which occurs on the date that any one person, or more than one person acting as a group (“Person”), acquires ownership of the stock of the company that, together with the stock held by such Person, constitutes more than 50% of the total voting power of the stock of the company; provided, however, that for purposes of this subsection (i), the acquisition of additional stock by any one Person, who is considered to own more than 50% of the total voting power of the stock of the company will not be considered a change of control; or (ii) a change in the effective control of the company which occurs on the date that a majority of members of the Board of Directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board of Directors prior to the date of the appointment or election; provided, however, that for purposes of this subsection (ii), if any Person is considered to effectively control the company, the acquisition of additional control of the company by the same Person will not be considered a change of control; or (iii) a change in the ownership of a substantial portion of the company’s assets which occurs on the date that any Person acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the company that have a total gross fair market value equal to or more than 50% of the total gross fair market value of all of the assets of the company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection (iii), the following will not

constitute a change in the ownership of a substantial portion of the company’s assets: (A) a transfer to an entity that is controlled by the company’s stockholders immediately after the transfer, or (B) a transfer of assets by the company to: (1) a stockholder of the company (immediately before the asset transfer) in exchange for or with respect to the company’s stock, (2) an entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by the company, (3) a Person that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of the company, or (4) an entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a Person. For purposes of this subsection (iii), gross fair market value means the value of the assets of the company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. For purposes of this definition, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the company. Notwithstanding the foregoing, a transaction shall not be deemed a change of control unless the transaction qualifies as a change in the ownership of the company, change in the effective control of the company or a change in the ownership of a substantial portion of the company’s assets, each within the meaning of Section 409A.

For purposes of the EVP Retention Plan, “good reason” means, without the executive’s consent, (i) a material reduction in his or her annual base salary (except pursuant to a reduction generally applicable to senior executives of the company), (ii) a material diminution of his or her authority, duties or responsibilities, (iii) the executive ceasing to report directly to a specified individual or the Board of the company or the entity holding all or substantially all of the company’s assets following a change of control, or (iv) relocation of the executive to a location more than 50 miles from the company’s San Francisco, California main office location. In addition, upon any such voluntary termination for good reason, the executive must provide written notice to the company of the existence of one or more of the above conditions within 90 days of its initial existence, and the company must be provided with at least 30 days from the receipt of the notice to remedy the condition.

We entered into an amended and restated employment agreement with Laura Alber, effective as of September 6, 2012, which amended and restated the prior agreement entered into with Ms. Alber, effective May 26, 2010. The employment agreement restates substantially all of the material terms of the prior agreement, with the exception of extending the term of the agreement through September 7, 2033 and referencing Ms. Alber’s then current base salary of $1,300,000. If we terminate Ms. Alber’s employment without “cause,” if she terminates her employment with us for “good reason,” or if her employment is terminated due to her death or “disability,” she will be entitled to receive (i) severance equal to 24 months of her base salary to be paid over 24 months, (ii) a lump sum payment equal to 200% of the average annual bonus received by her in the last 36 months prior to the termination, (iii) in lieu of continued employment benefits (other than as required by law), payments of $3,000 per month for 18 months, and (iv) accelerated vesting of her then-outstanding equity awards that vest solely based upon Ms. Alber’s continued service by up to an additional 18 months’ of vesting credit, and if the awards were subject to cliff-vesting of more than one year, the cliff-vesting provision will be lifted and vesting credit given as if the award had been subject to monthly vesting, and equity awards subject to performance-based vesting will remain outstanding through the date upon which the achievement of the applicable performance milestones are certified with such awards paid out, subject to the attainment of the applicable performance milestones, to the same extent and at the same time as if Ms. Alber had remained employed through the 18-month anniversary of her termination date. Ms. Alber’s receipt of the severance benefits discussed above is contingent on her signing and not revoking a release of claims against us, her continued compliance with our Code of Business Conduct and Ethics (including its provisions relating to confidential information and non-solicitation), her not accepting employment with one of our competitors, and her continued non-disparagement of us.

For purposes of the employment agreement with Ms. Alber, “cause” is defined as (i) an act of dishonesty made by her in connection with her responsibilities as an employee, (ii) Ms. Alber’s conviction of or plea of nolo contendere to, a felony or any crime involving fraud, embezzlement or any other act of moral turpitude, (iii) Ms. Alber’s gross misconduct, (iv) Ms. Alber’s unauthorized use or disclosure of any proprietary information or trade secrets of the company or any other party to whom she owes an obligation of nondisclosure as a result of her relationship with the company, (v) Ms. Alber’s willful breach of any obligations under any written agreement or covenant with the company or breach of the company’s Code of Business Conduct and Ethics, or (vi) Ms. Alber’s continued failure to perform her employment duties after she has received a written demand of performance from the Board which specifically sets forth the factual basis for the Board’s belief that she has not substantially performed her duties and has failed to cure such non-performance to the company’s satisfaction within 30 days after receiving such notice.

For purposes of the employment agreement with Ms. Alber, “disability” means Ms. Alber (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering company employees.

For purposes of the employment agreement with Ms. Alber, “good reason” is defined as, without Ms. Alber’s consent, (i) a reduction in her base salary (except pursuant to a reduction generally applicable to senior executives of the company), (ii) a material diminution of her authority or responsibilities, (iii) a reduction of Ms. Alber’s title, (iv) Ms. Alber ceasing to report directly to the Board of Directors, or (v) the Board of Directors failing to re-nominate Ms. Alber for Board membership when her Board term expires while she is employed by the company. In addition, upon any such voluntary termination for good reason, Ms. Alber must provide written notice to the company of the existence of one or more of the above conditions within 90 days of its initial existence and the company must be provided with at least 30 days to remedy the condition.

Except as described above in connection with a termination following a change of control of the company, the other Named Executive Officers are generally not entitled to severance benefits in connection with their termination for good reason or involuntary termination. The following table describes the payments and/or benefits which would have been owed by us to the Named Executive Officers as of January 30, 2022 under the EVP Retention Plan if, within 18 months following a change of control of the company, the executive’s employment was terminated by us without cause, or by the executive for good reason, without taking into account the “better after-tax” provision or applicable taxes.

Restricted stock units and performance stock units were granted to our Named Executive Officers in each of fiscal 2021, fiscal 2020, and fiscal 2019. Pursuant to our equity award agreements, our Named Executive Officers are eligible for pro-rata accelerated vesting of their equity awards in the event of a Named Executive Officer’s death or “disability,” and upon “retirement,” full vesting in the case of time-based restricted stock units and pro-rata vesting in the case of performance-based restricted stock units. Such accelerated vesting benefits are subject to the achievement of performance goals in the case of performance stock units. The performance stock units also provide that upon a “change in control,” the performance goals shall be deemed satisfied at target and, for purposes of any severance and corporate transaction vesting provisions, the performance stock units will generally be treated in the same manner as a time-based restricted stock unit award covering the number of shares based on such deemed target performance.

For purposes of the equity awards, “disability” means the occurrence of any of the following events: (i) the executive being unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to last for a continuous period of not less than 12 months; (ii) the executive is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under the company’s accident and health plan covering the company’s employees; or (iii) the executive has been determined to be totally disabled by the Social Security Administration.

For purposes of the equity awards, “cause” means: (i) embezzlement, theft or misappropriation by the executive of any property of any of the company; (ii) the executive’s breach of any fiduciary duty to the company; (iii) the executive’s failure or refusal to comply with laws or regulations applicable to the company and their businesses or the policies of the company governing the conduct of its employees or directors; (iv) the executive’s gross incompetence in the performance of their job duties; (v) the executive’s commission of a felony or of any crime involving moral turpitude, fraud or misrepresentation; (vi) the executive’s failure to perform duties consistent with a commercially reasonable standard of care; (vii) the executive’s failure or refusal to perform job duties or to perform specific directives of the executive’s supervisor or designee, or the senior officers or the Board; or (viii) any gross negligence or willful misconduct by the executive resulting in loss to the company or damage to the reputation of the company.

In addition, our 2001 Long-Term Incentive Plan provides that, in the event of a merger or sale of all or substantially all of the assets of the company, a liquidation or dissolution of the company or a corporate reorganization of the company, equity awards held by all plan participants (including our Named Executive Officers) will vest in full immediately prior to such transaction to the extent they are terminated at the time of such transaction without provision to the holder of an equivalent substitute award. The following table describes the benefits which would have been paid to our Named Executive Officers under these provisions had they been fully triggered on January 30, 2022. None of our Named Executive Officers were eligible to retire on January 30, 2022.

We are required to disclose the annual total compensation of the Chief Executive Officer, the median of the annual total compensation of all employees of the company and its subsidiaries excluding the Chief Executive Officer (“Median Employee”) and the ratio of those two amounts (“CEO Pay Ratio”) for fiscal 2021. The annual total compensation of our Chief Executive Officer was $21,324,327 in fiscal 2021, as reflected in the Summary Compensation Table above. Based on reasonable estimates, the annual total compensation of the Median Employee was $24,866 for fiscal 2021. Accordingly, for fiscal 2021, the ratio of the annual total compensation of our Chief Executive Officer to the median annual total compensation of all of our other employees was 858 to 1. The Median Employee for fiscal 2021 was a Retail Design Studio Specialist located in Texas. In preparation for and during our holiday selling season in the fourth quarter of our fiscal year, we hire a substantial number of temporary and seasonal employees, primarily in our retail stores, customer care centers and distribution facilities, who are included in the determination of the median employee. If we exclude permanent part-time, temporary and seasonal employees from our pay ratio calculation, the median annual total compensation of the remaining employees increases to $44,327, which would result in a ratio of 481 to 1.

Pursuant to its charter and the 2001 Long-Term Incentive Plan, the Compensation Committee may delegate the authority to make non-executive officer grants to two or more directors, one or more officers of the company, or otherwise in any manner permitted under applicable law. The Compensation Committee does not delegate any of its authority with respect to grants to executive officers and non-employee directors of the company. The Compensation Committee delegated to Scott Dahnke, the Chair of the Compensation Committee and Laura Alber the authority to grant equity to certain non-executive employees within a stated budget in connection with the company’s annual equity grants for fiscal 2021.

The Compensation Committee also appointed an Incentive Award Committee consisting of Laura Alber and Julie Whalen for fiscal 2021. The Compensation Committee delegated to the Incentive Award Committee the authority to grant equity awards under the company’s 2001 Long-Term Incentive Plan within certain prescribed limits to non-executive officer employees with a corporate rank at or below Senior Vice President. The Chief Executive Officer believes it is important to provide our associates with long-term incentive vehicles that are directly linked to stockholder return. Granting equity-based incentives aligns the interests of our associates with those of our stockholders and reinforces the company’s pay-for-performance strategy. This delegation is reviewed by the Compensation Committee annually and includes limitations on the number of shares subject to the grants, both on an individual basis and in the aggregate. Reports of awards made by the Incentive Award Committee are included in the materials presented at the Compensation Committee’s regularly scheduled meetings.


Name						Position with the Company and Business Experience

Laura Alber Age 53						*

Julie Whalen Age 51						• Executive Vice President, Chief Financial Officer since 2012 • Treasurer, 2011 – 2014 • Senior Vice President, Controller, 2006 – 2012 • Vice President, Controller, 2003 – 2006

Alex Bellos Age 37						• President, West Elm Brand since 2017 • Senior Vice President, General Manager, Rejuvenation, 2013 – 2017 • Vice President, Strategy and Development, 2010 – 2013 • Various Retail Operations and Finance Roles, 2008 – 2010

Marta Benson Age 59						• President, Pottery Barn Brand since 2017 • Executive Vice President, Pottery Barn Merchandising, 2015 – 2017 • Senior Vice President, Business Development, 2011 – 2015 • Chief Executive Officer, Gump’s, 2006 – 2011

Ryan Ross Age 50						• President, Williams Sonoma Brand since 2019 • Executive Vice President, Emerging Brands, 2019 – 2019 • Executive Vice President, Rejuvenation, 2017 – 2019 • Executive Vice President, Marketing & Digital Commerce HSN, Inc., 2015 – 2017 • Senior Vice President, Digital Commerce, HSN, Inc., 2013 – 2015 • Chief Creative Officer, Stylus Media Group, 2010-2013 • Various Retail Operations and Finance Roles, Pottery Barn Bed and Bath, 2000 – 2008

David King Age 53						•Executive Vice President, General Counsel and Secretary since 2017 •Senior Vice President, General Counsel and Secretary, 2011 – 2017 •Vice President, Deputy General Counsel, 2010 – 2011 •Vice President, Associate General Counsel, 2006 – 2010 •Director, Associate General Counsel, 2004 – 2006

We have policies in our Code of Business Conduct and Ethics that provide that employees must not engage in any transaction when an employee may face a real or perceived conflict of interest with the company. Our Code of Business Conduct and Ethics is distributed to all employees on an annual basis and made available throughout the year in our internal document database. It is also available on our website and in print to any stockholder who requests it. In addition, we have in place policies and procedures with respect to related person transactions that provide that our executive officers, directors and principal stockholders, as well as their immediate family members and affiliates, are not permitted to enter into a related party transaction with us unless (i) the transaction is approved or ratified by our Audit and Finance Committee or the disinterested members of our Board or (ii) the transaction involves the service of one of our executive officers or directors or any related compensation, is reportable under Item 402 of Regulation S-K and is approved by our Compensation Committee.


		Amount and Nature of Beneficial Ownership
Name and Address of Beneficial Owner	Position with Company	Common Stock	Awards Exercisable or Vesting within 60 days(1)	Total	Percent of Class(2)
The Vanguard Group, Inc. 100 Vanguard Blvd. Malvern, PA 19355	—	7,698,131	—	7,698,131(3)	11.0%
BlackRock Inc. 55 East 52nd Street New York, NY 10055	—	7,564,399	—	7,564,399(5)	10.8%
FMR LLC 245 Summer Street Boston, MA 02210	—	5,771,778	—	5,771,778(6)	8.2%
Capital Research Global Investors 333 South Hope Street Los Angeles, CA 90071	—	5,629,556	—	5,629,556(4)	8.0%
Aristotle Capital Management, LLC 11100 Santa Monica Blvd., Suite 1700 Los Angeles, CA 90025	—	5,206,018	—	5,206,018(7)	7.4%
Blackhill Capital, Inc. 161 Madison Avenue Morristown, NJ 07960	—	4,014,370	—	4,014,370(8)	5.7%
Laura Alber	Director, Chief Executive Officer and President	427,954(9)	304,201	732,155	1.0%
Julie Whalen	Executive Vice President, Chief Financial Officer	81,325(10)	51,603	132,928	*
Alex Bellos	President, West Elm Brand	13,781	61,010	74,791	*
Marta Benson	President, Pottery Barn Brand	26,299	57,875	84,174	*
Ryan Ross	President, Williams Sonoma Brand	13,776	35,493	49,269	*
Scott Dahnke	Director	20,000	1,667	21,667	*
Esi Eggleston Bracey	Director	255	996	1,251	*
Anne Finucane	Director	—	455	455	*
Anne Mulcahy	Director	6,686	1,045	7,731	*
Paula Pretlow	Director	258	915	1,173	*
William Ready	Director	2,835(11)	1,016	3,851	*
Sabrina Simmons	Director	6,594	1,114	7,708	*
Frits van Paasschen	Director	10,943	1,082	12,025	*
All current executive officers and directors as a group (14 persons)	—	626,765(12)	550,392	1,177,157	1.7%

Stockholder proposals must comply with the requirements of Rule 14a-8 under the Securities Exchange Act of 1934, as amended, and be received by our Secretary at our principal executive offices no later than December 16, 2022 in order to be included in our Proxy Statement for the 2023 Annual Meeting. Under Rule 14a-8 of the Securities Exchange Act of 1934, as amended, if the date of the 2023 Annual Meeting changes by more than 30 days from the anniversary of this year’s Annual Meeting, to be included in our Proxy Statement, stockholder proposals must be received by us within a reasonable time before our solicitation is made.

In order to submit a proposal to be raised at the 2023 Annual Meeting that will not be included in our Proxy Statement for the 2023 Annual Meeting, stockholder proposals must comply with our Restated Bylaws. Under our Restated Bylaws a stockholder must give advance notice to our Secretary of any business, including nominations of directors for our Board, that the stockholder wishes to raise at our Annual Meeting. To be timely under our Restated Bylaws, the notice must be received by our Secretary not less than 90 days or more than 120 days prior to June 1, 2023, the anniversary of our 2022 Annual Meeting. Therefore, stockholder proposals must be received by our Secretary at our principal executive offices between February 1, 2023 and March 3, 2023 in order to be raised at our 2023 Annual Meeting.

With respect to a stockholder’s nomination of a candidate for our Board, the stockholder notice to the Secretary must contain certain information as set forth in our Restated Bylaws and described under the section “Corporate Governance—Board Committees—Nominations, Corporate Governance and Social Responsibility Committee” about both the nominee and the stockholder making the nomination. With respect to any other business that the stockholder proposes, the stockholder notice must contain a brief description of such business and the reasons for conducting such business at the meeting, as well as certain other information as set forth in our Restated Bylaws.

Any stockholder (or group of up to 20 stockholders) meeting our continuous ownership requirements of three percent (3%) or more of our common stock for at least three years who wishes to nominate a candidate or candidates for election in connection with our 2023 Annual Meeting and require us to include such nominees in our Proxy Statement and form of proxy for our 2023 Annual Meeting must submit a notice to our Secretary at our principal executive offices no later than December 16, 2022 and no earlier than November 16, 2022 (i.e., no later than the 120th day and no earlier than the 150th day before the one-year anniversary of the date on which we first mailed our proxy materials for our 2022 Annual Meeting). If the date of the 2023 Annual Meeting is more than 30 days before or after the one-year anniversary of the 2022 Annual Meeting (the “Other Meeting Date”), the notice must be received at our principal executive offices not later than the close of business on the later of the 90th day prior to such Other Meeting Date or the 10th day following the date on which public announcement of the date of such meeting is first made by the us.

In this proxy statement, the company has disclosed information which may be considered forward-looking within the meaning of the U.S. federal securities laws. Forward-looking statements may appear throughout this proxy statement, including in in the Corporate Governance Section, the Compensation Committee letter and the Compensation Discussion and Analysis. In some cases, you can identify these forward-looking statements by the use of terms such as “believe,” “will,” “expect” anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “would,” and “continue to,” or similar expressions, and variations or negatives of these words, but the absence of these words does not mean that a statement is not forward-looking. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including, but not limited to statements regarding our ESG and DEI strategies and initiatives, our response to the COVID-19 pandemic, our business opportunities, initiatives, strategy and related actions, our financial targets and stockholder engagement. For information regarding risks and uncertainties associated with our business and a discussion of some of the factors that may cause actual results to differ materially from the results expressed or implied by such forward-looking statements, please refer to our SEC filings, including the “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Quantitative and Qualitative Disclosures about Market Risk” sections of our 2021 Annual Report on Form 10-K. The company undertakes no obligation to update information in this proxy statement.


			Page
GENERAL INFORMATION			1

CORPORATE GOVERNANCE			6

PROPOSAL 1—ELECTION OF DIRECTORS			19

PROPOSAL 2 —ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION			24

PROPOSAL 3 —RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			26

AUDIT AND FINANCE COMMITTEE REPORT			27

EXECUTIVE COMPENSATION			28

INFORMATION CONCERNING EXECUTIVE OFFICERS			66

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			67

SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT			68

STOCKHOLDER PROPOSALS			70

NOTE ABOUT FORWARD-LOOKING STATEMENTS			71

INFORMATION REFERENCED IN THIS PROXY STATEMENT			71

AVAILABILITY OF PROXY STATEMENT AND ANNUAL REPORT ON FORM 10-K			72



Level	% of Goal	Adjusted EPS Goals	% of Target Pool Funded	Actual Adjusted EPS	Actual Pool Funding
Below Threshold......	< 90%	< $9.15	0%	$14.85(1) (146.3% of $10.15 target)	171.4% (maximum pool funding level)
Threshold................	90%	$9.15	42.5%
Target.....................	100%	$10.15	100%
Maximum...............	110%	$11.15	171.4%



PSU Metric	Goal (at Target)	Actual	Payout (% of Target)
Revenue Growth (3-Year CAGR)..........................	4%	13.5%	200%
EPS (3-Year CAGR)...........................................	5%	54.1%	200%
Operating Cash Flow (3-Year Avg.).......................	$600M	$1,084M	200%
ROIC (3-Year Avg.)............................................	18.5%	33.0%	200%

		TOTAL	200%


Peer Companies Added			Peer Companies Removed
eBay Inc.			American Eagle Outfitters, Inc.
Ulta Beauty, Inc.			Tailored Brands, Inc.
			Tiffany & Co.


Fiscal 2021 Peer Group
Bed Bath & Beyond Inc.	Levi Strauss & Co	Tapestry, Inc.
Capri Holdings Limited	Lululemon Athletica Inc.	Ulta Beauty, Inc.
eBay Inc.	PVH Corp.	V.F. Corporation
The Gap, Inc.	Ralph Lauren Corporation	Wayfair Inc.
L Brands, Inc.	RH (Restoration Hardware Holdings)


By Order of the Board of Directors

David King Secretary April 21, 2022


Laura Alber			Director, President and Chief Executive Officer

Julie Whalen			Executive Vice President, Chief Financial Officer

Alex Bellos			President, West Elm Brand

Marta Benson			President, Pottery Barn Brand

Ryan Ross			President, Williams Sonoma Brand


Financial Metric	Performance	Year-over-Year Growth
GAAP Diluted EPS...........................	$14.75	71.3%
Non-GAAP Diluted EPS(1).................	$14.85	64.3%
Comparable Revenue Growth.............	22.0%	N/A


Brand			2021 Comparable Revenue Growth(1)
West Elm.................................................			33.1%
Pottery Barn..............................................			23.9%
Pottery Barn Kids and Teen.........................			11.6%
Williams Sonoma.......................................			10.5%
Total(2).....................................................			22.0%


Compensation Element			Level / Result
Base Salary			$1,550,000
Target Bonus %			200% of salary
Target Bonus $			$3,100,000
Performance-Based RSUs			$6,000,000
Time-Based RSUs			$6,000,000

FY 2021 Annual Bonus Achievement
Actual FY 2021 Bonus %			250% of target
Actual FY 2021 Bonus $			$7,750,000

FY 2019 – FY 2021 PSU Achievement
FY 2019 – 2021 PSU Target Shares			104,130 PSUs
FY 2019 – 2021 PSU Payout %			200% of target shares
FY 2019 – 2021 PSU Payout			208,260 PSUs


Named Executive Officer	Fiscal 2021 Base Salary		Percentage Change
Laura Alber...........................	$	1,550,000	3.3%
Julie Whalen..........................	$	850,000	0.0%
Alex Bellos...........................	$	900,000	5.9%
Marta Benson........................	$	900,000	5.9%
Ryan Ross.............................	$	800,000	14.3%


Named Executive Officer			Fiscal 2021 Target Bonus (as a Percentage of Base Salary)
Laura Alber.........................................................			200%
Julie Whalen........................................................			100%
Alex Bellos..........................................................			100%
Marta Benson.......................................................			100%
Ryan Ross...........................................................			100%


Named Executive Officer	Fiscal 2021 Bonus Amount*	Fiscal 2021 Bonus (as a Percentage of Target)
Laura Alber...............................	$7,750,000	250%
Julie Whalen..............................	$2,100,000	247%
Alex Bellos................................	$3,000,000	333%
Marta Benson.............................	$3,000,000	333%
Ryan Ross.................................	$1,800,000	225%


Level			% of Target PSUs
Below Threshold...................................			0%
Threshold............................................			50%
Target.................................................			100%
Above Target.......................................			200%
Maximum (and above)...........................			300%


Named Executive Officer	Target Equity Value(1)	Number of Restricted Stock Units	Number of Performance Stock Units (at Target)
Laura Alber......................................................	$11,999,857	34,756	34,756
Julie Whalen.....................................................	$2,999,792	10,426	6,951
Alex Bellos......................................................	$3,249,760	11,295	7,530
Marta Benson...................................................	$3,249,760	11,295	7,530
Ryan Ross........................................................	$2,749,996	9,558	6,372


Position			Ownership Guideline
President and Chief Executive Officer			5x Base Salary
Other Named Executive Officers			2x Base Salary


COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS

Scott Dahnke, Chair William Ready Frits van Paasschen


	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)(1)
Laura Alber	356,481	$61,987,954
Julie Whalen	59,730	$10,364,712
Alex Bellos	60,061	$10,388,947
Marta Benson	71,484	$12,416,845
Ryan Ross	29,977	$4,926,184


	Executive Contributions in Fiscal 2021 ($)(1)	Registrant Contributions in Fiscal 2021 ($)	Aggregate Earnings (Loss) in Fiscal 2021 ($)(2)	Aggregate Withdrawals/ Distributions ($)	Aggregate Balance at January 30, 2022 ($)(3)
Laura Alber	—	—	—	—	—
Julie Whalen	—	—	—	—	—
Alex Bellos	—	—	—	—	—
Marta Benson	—	—	$(35,199)	$776,488	$1,963,149
Ryan Ross	—	—	$3,463	—	$115,031


Compensation and Benefits	Termination Without Cause or for Good Reason (No Change-of-Control)	Termination Without Cause or for Good Reason (Change-of-Control)	Death/Disability
Base Salary(1)	$3,100,000	$3,100,000	$3,100,000(2)
Bonus Payment(3)	$8,333,333	$8,333,333	$8,333,333(2)
Equity Awards(4)(5)	$69,555,049(6)	$72,709,303(7)	$69,555,049(6)
Health Care Benefits(8)	$54,000	$36,000	$54,000


Potential Double-Trigger Change in Control Benefits
Name	Base Salary(1)	Bonus Payment(2)	Equity Awards(3)	Health Care Benefits(4)
Julie Whalen	$1,700,000	$2,333,333	$15,649,433(5)	$36,000
Alex Bellos	$1,800,000	$3,400,000	$17,044,426(6)	$36,000
Marta Benson	$1,800,000	$2,766,667	$16,726,911(7)	$36,000
Ryan Ross	$1,600,000	$2,133,333	$13,870,666(8)	$36,000


Name	Death/Disability (1)(2)	Award Termination (No Substitute Award) (1)(2)
Laura Alber	$48,175,634(3)(4)	$72,709,303(9)
Julie Whalen	$10,061,412(5)	$15,649,433(10)
Alex Bellos	$11,126,195(6)	$17,044,426(11)
Marta Benson	$10,900,791(7)	$16,726,911(12)
Ryan Ross	$8,882,843(8)	$13,870,666(13)