Vicki D. McWilliams
Tri Pointe HomesAbout Vicki D. McWilliams
Independent director at Tri Pointe Homes, Inc. since July 19, 2018; age 67. Executive Vice President of Stores at Williams‑Sonoma, Inc. since 2008, following a 29‑year tenure at Nordstrom culminating as Executive Vice President overseeing Northern California and Washington, D.C. regions. Holds a B.A. in Clothing and Textiles from Washington State University; recognized by the San Francisco Board of Supervisors for excellence in business partnership; long-standing involvement with Juvenile Diabetes San Francisco Board, United Way, and St. Jude’s. Provides the Board expertise in consumer retail, customer experience, and new home space.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nordstrom (NYSE: JWN) | Executive Vice President (led Northern CA and Washington, D.C. stores; previously led San Francisco Centre; earlier buying roles) | 1996–2008 (EVP); 29-year career total | Oversaw retail strategies, distribution centers, product development, annual budgets, and net income; customer experience leadership |
| Williams‑Sonoma, Inc. (current role listed here for continuity) | EVP of Stores; leads ~20,000 associates in ~550 stores and customer care | 2008–present | Retail strategy, HR, P&L, margin, service innovation, product feedback, real estate relocations/remodels |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Williams‑Sonoma, Inc. (NYSE: WSM) | Executive Vice President of Stores | 2008–present | Leads stores and customer care; retail strategy and operational execution |
| Juvenile Diabetes San Francisco Board | Director | 10+ years (historical) | Non‑profit governance and community engagement |
| United Way; St. Jude’s | Campaign leadership | Historical | Philanthropy and stakeholder outreach |
Board Governance
- Independence: The Board determined McWilliams is independent under NYSE standards; five of six directors are independent. Regular executive sessions of independent directors; Chairman Steven J. Gilbert presides.
- Committees: Member, Compensation Committee; Member, Nominating & Corporate Governance Committee. Compensation Committee chaired by Constance B. Moore; Nominating & Corporate Governance chaired by Steven J. Gilbert.
- Attendance: The Board met four times in FY2024; each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting.
- Committee meeting cadence: Audit (4), Compensation (3), Nominating & Corporate Governance (2).
Fixed Compensation
| Component (FY2024 Non‑Employee Director Program) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $80,000 | Standard for non‑employee directors |
| Equity grant (RSUs; grant-date fair value) | $165,000 | Based on closing price at grant date |
| Audit Chair / Member | $30,000 / $16,000 | Additional annual retainer |
| Compensation Chair / Member | $25,000 / $10,000 | Additional annual retainer |
| Nominating Chair / Member | $20,000 / $10,000 | Additional annual retainer |
| Chairman of the Board | $75,000 | Additional annual retainer |
| Director (FY2024) | Fees Earned (Cash) | Stock Awards (Grant‑Date FV) | Total |
|---|---|---|---|
| Vicki D. McWilliams | $100,000 | $164,985 | $264,985 |
Notes:
- McWilliams’ cash fees align with $80,000 base plus $10,000 Compensation Committee member and $10,000 Nominating & Corporate Governance member retainers.
Performance Compensation
- Non‑employee directors receive time‑based RSUs; no performance‑conditioned director equity awards are disclosed. N/A for performance metrics.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed beyond TPH directorship. |
| Committee interlocks | None; Compensation Committee members (including McWilliams) had no relationships requiring Item 404 disclosure. |
| Shared directorships with competitors/suppliers/customers | None disclosed. Related‑party transactions require independent director approval; no director‑specific related party transactions disclosed. |
Expertise & Qualifications
- Consumer retail and customer experience leader (EVP roles at Williams‑Sonoma and Nordstrom); brings insights on customer journey, service innovation, and P&L accountability to a homebuilder’s board.
- Governance credentials: Independent director; service on Compensation and Nominating & Corporate Governance Committees.
- Community recognition and non‑profit board experience enhance stakeholder perspectives.
- Education: B.A. in Clothing and Textiles, Washington State University.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Vicki D. McWilliams | 50,807 | <1% | Includes 4,367 RSUs that vest on or within 60 days of Feb 25, 2025. |
- Stock ownership guidelines: Directors required to hold 5x annual cash retainer; compliance policy includes 5‑year transition and retention requirements; as of Feb 25, 2025, all directors/officers had met requirements or were within transition and in compliance.
- Hedging/pledging: Company prohibits hedging and short transactions by directors unless pre‑cleared; no pledging disclosed.
Governance Assessment
- Board effectiveness: McWilliams is an engaged independent director with committee roles on Compensation and Nominating & Corporate Governance; Board and committee attendance thresholds met, supporting effective oversight.
- Compensation oversight: The Compensation Committee is fully independent, retains an independent consultant (Semler Brossy in 2024; Exequity engaged prospectively in Feb 2024), and reported no interlocks—indicative of strong governance practices.
- Alignment: Director pay structure mixes cash and time‑based RSUs; ownership guidelines require substantial director stock holdings and are enforced via retention requirements; McWilliams’ beneficial ownership and RSU holdings support alignment.
- Conflicts and related parties: No related‑party transactions involving McWilliams disclosed; robust policies mandate independent review and approval of any related‑person transactions. Her executive role at Williams‑Sonoma is not presented as a related‑party issue in the proxy.
- RED FLAGS: None disclosed regarding low attendance, related‑party transactions, hedging/pledging, or committee interlocks. Note: Company’s 2024 say‑on‑pay approval for executives fell to 73% due to one‑time grants in 2023 (Board/Comp Committee response detailed), but this pertains to executive pay and not director compensation; McWilliams serves on the Compensation Committee responsible for addressing investor feedback.