David M. Sable
About David M. Sable
Independent director of Ethan Allen Interiors Inc. (ETD) since 2021; age 72. He is a marketing and digital leader, currently Vice Chair at Stagwell Global, and previously Chairman & CEO of VMLY&R (2011–2019), with prior senior roles at Wunderman and Genesis Direct. At ETD, he chairs the Corporate Governance, Nominations & Sustainability Committee and serves on the Audit and Compensation Committees, with 100% board and committee meeting attendance in FY2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| VMLY&R (WPP) | Chairman & Chief Executive Officer | 2011–2019 | Led unification of Y&R and VML; drove global creative standing and expansion |
| Wunderman (WPP) | Vice Chairman & Chief Operating Officer | Aug 2000–Feb 2011 | Senior leadership at leading CRM/digital unit |
| Genesis Direct, Inc. | Co-Founder; EVP & Chief Marketing Officer | Jun 1996–Sep 2000 | Pioneer in digital omni-channel retailing |
External Roles
| Organization | Role | Notes |
|---|---|---|
| Stagwell Global | Vice Chair | Current role |
| WPP plc | Senior Advisor (former) | Mentored and consulted across the company |
| UNCF | Director | Non-profit board service |
| International Special Olympics | Executive Board | Non-profit board service |
| MTV “Rebel Music” | Executive Producer | Media/advocacy content involvement |
Board Governance
- Committee assignments: Chair, Corporate Governance, Nominations & Sustainability (CGNS); Member, Audit; Member, Compensation .
- Independence: The Board determined Sable is independent under NYSE rules .
- Attendance: Board met 5 times in FY2025; directors had 100% attendance at Board and regularly scheduled committee meetings; independent directors held 5 executive sessions .
- Lead Independent Director: Board utilizes a Lead Independent Director (John J. Dooner, Jr.), reinforcing independent oversight in a combined CEO/Chair structure .
- CGNS scope: Oversees board qualifications, annual board/committee self-evaluations, governance policies including insider trading and clawback policies, and sustainability oversight; maintains proxy access (3%/3 years; up to 20% of board or two directors) .
- Compensation Committee practices: Did not hire an external compensation consultant in FY2025; executive performance metrics include net sales, adjusted operating income, adjusted ROE, and TSR (context for board oversight of pay) .
- Say-on-Pay signal: Prior say-on-pay received 98.1% support at the 2024 annual meeting, indicating strong investor alignment with compensation governance .
Fixed Compensation (Director)
| Fiscal Year | Cash Retainer ($) | Committee Chair/Lead Fees ($) | Total Cash ($) | Notes |
|---|---|---|---|---|
| 2025 | 60,000 | 8,000 (CGNS Chair: $2,000/quarter) | 68,000 | No additional meeting fees paid in FY2025 |
- Standard non-employee director cash retainer is $60,000; chair retainers per quarter: Audit $4,000; Compensation $2,000; CGNS $2,000; Lead Independent Director $2,000 .
- ETD reimburses reasonable travel/lodging expenses .
Performance Compensation (Director Equity)
| Grant Date | Instrument | Grant Size | Vesting | Fair Value ($) | Exercise Price | Term |
|---|---|---|---|---|---|---|
| Aug 7, 2024 | Stock Options | 3,330 options (allocated from $100,000 divided by grant-date price) | 1/3 annually over 3 years, beginning 1st anniversary | 24,476 (FY2025 expense fair value) | FMV at grant date | Up to 10 years |
| As of 6/30/2025 | Options Outstanding (#) | Vested/Exercisable ≤60 Days (#) |
|---|---|---|
| David M. Sable | 10,191 | 7,015 |
- Equity for directors in FY2025 was delivered solely as stock options; no meeting fees were paid in FY2025 .
Other Directorships & Interlocks
| Company | Ticker | Role | Committees |
|---|---|---|---|
| American Eagle Outfitters | AEO | Director (since 2013) | Audit, Compensation, Nominating |
- Related-party transactions: None requiring approval/disclosure since the beginning of FY2025; Audit Committee reviews any such transactions under Item 404 of Regulation S‑K .
- Board independence at ETD determined for Sable; no disclosed interlocks involving ETD’s principal customers/suppliers .
Expertise & Qualifications
- Marketing and brand-building expertise; 30+ years in digital leadership and marketing communications .
- Board skills matrix attributes include CEO/senior executive, risk management, international, operating, retail/digital, finance, marketing/brand, cybersecurity, sustainability/governance; Board tenure of 4 years as of 2025 .
- Recognitions: Ad Club of NY “Industry Legend” (2025); Fast Company “10 Most Generous Marketing Geniuses” (2013) .
Equity Ownership
| Holder | Shares Owned Directly/Indirectly (#) | Rights to Acquire ≤60 Days (#) | Total Beneficial Ownership (#) |
|---|---|---|---|
| David M. Sable | — | 7,015 | 7,015 |
- Company-wide context: 25,446,339 shares outstanding as of Sep 12, 2025; no director/NEO (other than CEO) beneficially owned ≥1% .
- Stock ownership guidelines: Directors must attain and maintain ownership equal to 3x annual cash compensation within 5 years; one-year holding period applies; unearned performance awards and unvested stock options excluded; pledged shares not counted .
- Anti-hedging/pledging: Prohibited for directors (no short sales, derivatives, hedging, or margin accounts); insider trading policy on file with the SEC .
Governance Assessment
- Strengths: Independent status; CGNS committee chairmanship with oversight of governance, insider trading, and clawback policies; full attendance and regular independent executive sessions; director equity aligns interests; no related-party transactions disclosed .
- Watch items: As of the record date, beneficial ownership attributed to Sable consisted of stock options exercisable within 60 days with no directly owned shares reported; while compliant with guidelines’ methodology, some investors prefer higher outright share ownership for alignment .
- Investor sentiment: Strong say-on-pay support (98.1% in 2024) indicates overall confidence in compensation governance under Board oversight .
Board tenure and service: Sable has 4 years of service on ETD’s Board as of 2025 and serves on three key committees, with demonstrated marketing/digital, governance, and cybersecurity competencies per the Board’s skills matrix—relevant to ETD’s brand, digital commerce, and oversight needs .