Form 4: Williams-Sonoma Director Acquires Deferred Stock Units in Lieu of Cash Retainer

Director Andrew Campion acquired 164 deferred stock units of Williams-Sonoma Inc. in lieu of a cash retainer under the company's Director Compensation Policy.

Summary

• On October 28, 2024, Andrew Campion, a director of Williams-Sonoma Inc. (WSM), acquired 164 deferred stock units.
• These units were granted under the Issuer's 2001 Long-Term Incentive Plan, pursuant to the Issuer's Director Compensation Policy.
• Campion elected to receive these deferred stock units in lieu of the cash portion of the annual retainers.
• Each deferred stock unit represents a contingent right to receive one share of WSM common stock.
• The deferred stock units are fully vested and will be delivered to the reporting person in June 2027, the end of the deferral period, subject to earlier delivery upon the occurrence of certain events.

Sentiment

Score: 7

Explanation: The sentiment is neutral to slightly positive. It reflects a standard director compensation practice, indicating confidence in the company's future performance.

Positives

• Director's confidence in the company is demonstrated by electing to receive stock units instead of cash.
• The long-term incentive plan aligns the director's interests with those of the shareholders.

Future Outlook

The deferred stock units will be delivered to the reporting person in June 2027, subject to earlier delivery upon the occurrence of certain events.

Industry Context

This filing reflects standard practice for director compensation, where equity-based compensation is used to align the interests of directors with those of shareholders. It is common for directors to receive stock options, restricted stock, or deferred stock units as part of their overall compensation package.

Comparison to Industry Standards

• Many companies, such as RH and Wayfair, use similar equity-based compensation plans for their directors.
• The specific number of deferred stock units granted and the vesting schedule are typical for director compensation packages in the retail industry.

Stakeholder Impact

• The transaction has a minor positive impact on shareholders by aligning the director's interests with the company's long-term performance.

Key Dates