WILLIAMS SONOMA INC
For the period ended Jun 18, 2026. Filed May 6, 2026.
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Jun 18, 2026 · Filed May 6, 2026
Contents
Pay versus Performance
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Compensation Discussion and Analysis.”
| Year · Summary Compensation Table Total for PEO(1) · Compensation Actually Paid to PEO(1)(2)(3) · Average Summary Compensation Table Total for Non-PEO NEOs(1) · Average Compensation Actually Paid to Non-PEO NEOs(1)(2)(4) · Value of Initial Fixed $100 Investment Based On: · Net Income (millions)(7) · Adjusted EPS(8) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Total Stockholder Return(5) · Peer Group Total Stockholder Return(6) | ||||||||
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) |
| 2025 | $33,297,422 | $56,216,918 | $5,242,664 | $6,804,597 | $349.00 | $164.12 | $1,088 | $9.57(9) |
| 2024 | $27,692,374 | $132,461,444 | $5,338,172 | $21,413,899 | $355.00 | $161.20 | $1,125 | $8.50(10) |
| 2023 | $23,696,540 | $65,270,818 | $6,238,565 | $13,793,742 | $172.58 | $114.73 | $950 | $7.43 |
| 2022 | $17,322,255 | $(163,581) | $5,596,435 | $(3,488,288) | $102.31 | $88.85 | $1,128 | $8.27 |
| 2021 | $21,324,327 | $78,793,201 | $6,411,575 | $15,913,266 | $122.02 | $108.64 | $1,126 | $7.43 |
(1)The following table lists the PEO and non-PEO NEOs for each of fiscal years 2025, 2024, 2023, 2022 and 2021.
| Year | PEO | Non-PEO NEOs |
| 2025 | Laura Alber | Jeff Howie, Monica Bhargava, David King and Karalyn Yearout |
| 2024 | Laura Alber | Jeff Howie, Monica Bhargava, David King and Karalyn Yearout |
| 2023 | Laura Alber | Jeff Howie, Marta Benson, David King and Karalyn Yearout |
| 2022 | Laura Alber | Jeff Howie, Marta Benson, David King, Alex Bellos and Julie Whalen |
| 2021 | Laura Alber | Julie Whalen, Alex Bellos, Marta Benson and Ryan Ross |
(2)The dollar amounts reported represent the amount of “compensation actually paid,” as calculated in accordance with the Pay Versus Performance Rules. These dollar amounts do not reflect the actual amounts of compensation earned by or paid to our NEOs during the applicable year. For purposes of calculating “compensation actually paid,” the fair value of equity awards is calculated in accordance with ASC Topic 718 using the same assumption methodologies used to calculate the grant date fair value of awards for purposes of the Summary Compensation Table (refer to the Summary Compensation Table for additional information).
(3)The following table shows the amounts deducted from and added to the Summary Compensation Table total to calculate “compensation actually paid” to Ms. Alber in accordance with the Pay Versus Performance Rules:
| Equity Award Adjustments · Compensation Actually Paid to PEO | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Year · Summary Compensation Table Total for PEO · Reported Value of Equity Awards · Year End Fair Value of Equity Awards Granted in the Year and Unvested at Year End · Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years · Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year · Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year · Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year · Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value | |||||||||
| 2025 | $33,297,422 | $(18,999,797) | $54,529,504 | $(1,759,212) | — | $(10,850,999) | — | — | $56,216,918 |
| 2024 | $27,692,374 | $(15,999,690) | $39,825,913 | $69,008,157 | — | $11,934,690 | — | — | $132,461,444 |
| 2023 | $23,696,540 | $(13,999,878) | $38,529,195 | $19,637,693 | — | $(2,592,732) | — | — | $65,270,818 |
| 2022 | $17,322,255 | $(11,999,916) | $9,258,310 | $(12,970,739) | — | $(1,773,491) | — | — | $(163,581) |
| 2021 | $21,324,327 | $(11,999,857) | $21,522,305 | $31,916,002 | — | $16,030,424 | — | — | $78,793,201 |
(4)The following table shows the amounts deducted from and added to the average Summary Compensation Table total to calculate the average “compensation actually paid” to our non-PEO NEOs in accordance with the Pay Versus Performance Rules.
Williams-Sonoma, Inc. | 2026 Proxy Statement | Page 64
| Equity Award Adjustments · Average Compensation Actually Paid to Non-PEO NEOs | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Year · Average Summary Compensation Table Total for Non-PEO NEOs · Average Reported Value of Equity Awards · Average Year End Fair Value of Equity Awards Granted in the Year and Unvested at Year End · Average Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years · Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year · Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year · Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year · Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value | |||||||||
| 2025 | $5,242,664 | $(2,374,923) | $6,125,226 | $(319,697) | — | $(1,868,673) | — | — | $6,804,597 |
| 2024 | $5,338,172 | $(2,374,778) | $5,610,605 | $11,201,826 | — | $1,638,074 | — | — | $21,413,899 |
| 2023 | $6,238,565 | $(4,062,400) | $7,798,414 | $4,015,120 | — | $(195,957) | — | — | $13,793,742 |
| 2022 | $5,596,435 | $(3,899,851) | $1,978,459 | $(984,095) | — | $(252,583) | $(5,926,653) | — | $(3,488,288) |
| 2021 | $6,411,575 | $(3,062,327) | $4,943,199 | $5,227,599 | — | $2,393,220 | — | — | $15,913,266 |
(5)The Company TSR assumes an initial fixed investment of $100 on January 31, 2021, through the end of the listed fiscal year, as well as the reinvestment of dividends.
(6)The Company’s peer group total stockholder return, or the Peer Group TSR, set forth in this table was determined using the S&P 500 Consumer Discretionary Distribution and Retail industry index, which we also use in preparing the stock performance graph required by Item 201(e) of Regulation S-K for our Annual Report for the fiscal year ended February 1, 2026. The Peer Group TSR assumes an initial fixed investment of $100 on January 31, 2021, through the end of the listed fiscal year, as well as the reinvestment of dividends.
(7)The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year.
(8)Prior to fiscal 2024, non-GAAP diluted earnings per share was determined to be the most important financial measure used to link “compensation actually paid” to our NEOs to Company performance. Beginning in fiscal 2024, we have determined that our most important financial measure used to link “compensation actually paid” to our NEOs to Company performance is non-GAAP diluted earnings per share adjusted to include the effects of any out-of-period adjustment, which we refer to as “Adjusted EPS”. Adjusted EPS is our “Company Selected Measure” as defined in the Pay Versus Performance Rules. We use achievement of Adjusted EPS performance to fund our Annual Bonus Plan and allocate awards to reflect brand and operational performance. Adjusted EPS is defined as GAAP diluted earnings per share, excluding or including (i) any extraordinary non-recurring or unusual items, (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, and (iii) the effects of any out-of-period adjustment. “Adjusted EPS” is computed as net earnings, exclusive of certain items as described above, divided by the weighted average number of common shares outstanding plus common stock equivalents for the period. “Common stock equivalents” consists of shares subject to stock-based awards with exercise prices less than or equal to the average market price of our common stock for the period, to the extent their inclusion would be dilutive.
(9)For fiscal 2025, in determining achievement of Adjusted EPS performance to fund our 2025 Annual Bonus Plan, the only adjustment made to diluted earnings per share was to exclude the impact of the tariffs introduced in 2025, which were not included in the Company’s fiscal 2025 budget.
(10)For fiscal 2024, in determining achievement of Adjusted EPS performance to fund our 2024 Annual Bonus Plan, the only adjustment made to diluted earnings per share was to exclude $0.29 per share, which represents the impact of the out-of-period freight adjustment of $49 million in the first quarter of fiscal 2024. See Appendix A for a discussion of the out-of-period adjustment.
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