Andrew Campion
WILLIAMS SONOMAAbout Andrew Campion
Andrew Campion (age 53) is an independent director of Williams-Sonoma, Inc. since 2024, currently serving on the Audit and Finance Committee and designated by the Board as an “audit committee financial expert.” He brings deep large-cap consumer and retail experience from Nike (COO 2020–2024; CFO 2015–2020) and Disney, and holds a B.A. and MBA from UCLA and JD/LL.M (Tax) from the University of San Diego .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nike, Inc. | Chief Operating Officer | 2020–2024 | Led global operations, technology and supply chain; enterprise operating excellence |
| Nike, Inc. | Chief Financial Officer | 2015–2020 | Enterprise financial management; investor relations; capital allocation |
| Nike, Inc. | CFO, Nike Brand & SVP Global Strategy, Finance & IR | 2014–2015 | Brand P&L, strategy, finance, IR |
| The Walt Disney Company | SVP Corporate Development | 2006–2007 | Corporate development; prior roles 1996–2006 |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Starbucks Corporation | Director | Since 2019 | U.S.-listed public board |
| Unrivaled Sports | Chief Executive Officer & Chairman | Since 2024 | Youth sports company |
| UCLA Anderson | Board of Advisors; Director of Sports Leadership & Management Program | — | Academic governance role |
| LA 2028 Olympic & Paralympic Games | Board Member | — | Major event organizing body |
Board Governance
- Committee assignments: Member, Audit and Finance Committee; not a committee chair .
- Financial expertise: The Board determined Campion qualifies as an SEC “audit committee financial expert.” All Audit members are independent and financially literate (NYSE) .
- Meetings and attendance: In fiscal 2024, Board met 4 times; average Board/committee attendance was 87%. The proxy states each incumbent Director attended ≥75% of meetings except Arianna Huffington (due to a pre-existing conflict); executive sessions of independent Directors were held and led by the independent Board Chair .
- Board structure: Independent Board Chair (Scott Dahnke); no Lead Independent Director required as Chair is independent .
- Committee activity: 2024 meetings—Audit & Finance: 8; Compensation: 3; Nominations/Corporate Governance/Social Responsibility: 4 .
Fixed Compensation
Williams-Sonoma non-employee director compensation program (fiscal 2024):
| Component | Fiscal 2024 Amount | Notes |
|---|---|---|
| Board annual cash retainer | $80,000 | Paid quarterly |
| Board annual equity grant (RSUs) | $190,000 | Full-value RSUs; vest earlier of 1 year or day before next Annual Meeting; dividend equivalents paid at vest |
| Board Chair cash + equity | $100,000 cash; $100,000 equity | Chair premium (50/50 cash/equity) |
| Committee chair cash | Audit $45,000; Comp $30,000; Nominations $25,000 | 50/50 cash/equity |
| Committee member cash | Audit $17,500; Comp $15,000; Nominations $10,000 | 50/50 cash/equity |
| Meeting fees | None | No per-meeting fees |
| Stock ownership policy | $400,000 within 5 years of election | Unvested RSUs excluded from compliance; all Directors satisfied or under 5 years as of 4/14/2025 |
Andrew Campion – fiscal 2024 actuals:
| Category | Amount | Detail |
|---|---|---|
| Fees earned or paid in cash | $58,856 | Elected to receive 100% of cash as fully vested stock/deferred stock units |
| Stock awards (grant-date fair value) | $198,740 | 1,398 RSUs granted on 5/29/2024 at $142.16 per share |
| All other compensation | $11,059 | Merchandise discount taxable value |
| Total | $268,655 | Sum of above |
Grant and vesting specifics:
- RSUs: 1,398 units granted 5/29/2024; vest the earlier of one year from grant or day before next Annual Meeting; dividend equivalents paid upon vesting .
Performance Compensation
| Component | Status | Notes |
|---|---|---|
| Performance-based equity (director) | None | The director program uses fixed-value full-value RSUs; no performance-based equity awards for directors |
Other Directorships & Interlocks
| Company | Intersection with WSM | Governance/Conflict Position |
|---|---|---|
| Starbucks Corporation (public board) | No related-party transactions disclosed with WSM in FY2024-present; Board affirmed Campion’s independence under NYSE/SEC standards | |
| Other roles listed above | — | Company policy requires notification for outside boards; Audit members must not exceed three audit committees—current members are in compliance |
Expertise & Qualifications
- Broad multinational consumer-facing leadership; brand and business growth strategy; enterprise finance; operations; technology; supply chain; sustainability; investor relations .
- Skills matrix shows Campion coverage across capital markets, public company executive experience, consumer goods/merchandising, financial expertise, growth/corporate strategy, international, marketing/brand, retail, supply chain, and technology (2025 matrix) .
Equity Ownership
| Holder | Common Stock | Awards Vesting ≤60 Days | Total Beneficial | Ownership % |
|---|---|---|---|---|
| Andrew Campion | 363 | 1,398 | 1,761 | <1% |
| Note | 363 are fully vested deferred stock units taken in lieu of cash compensation for board service (policy-permitted) |
Alignment and risk controls:
- Director stock ownership guideline: $400,000 within 5 years of election; Directors satisfied or under 5 years as of 4/14/2025 .
- Hedging/pledging prohibited for Directors; quarterly blackout trading windows; 10b5‑1 plans permitted .
- No related-party transactions disclosable under Item 404 in FY2024–present .
Insider Trades
| Period | Summary | Source |
|---|---|---|
| FY2024 | The company reports all Section 16(a) filing requirements were met; the proxy does not list individual Form 4 transactions. Refer to SEC EDGAR for any Form 4s filed by Campion |
Say-on-Pay & Shareholder Feedback (Investor Confidence Signals)
| Year | Say-on-Pay Approval | Stockholder Engagement Highlights |
|---|---|---|
| 2024 Proxy (covers FY2023) | ~98% approval | Outreach to holders of ~59% of shares; meetings with holders of ~40% |
| 2025 Proxy (covers FY2024) | ~94% approval | Engagement with holders of ~18% of shares; continued enhancements to disclosure and sustainability oversight |
Governance Assessment
- Independence and expertise: Campion is independent and an SEC-designated audit committee financial expert—valuable for financial oversight, cybersecurity, and risk reviews handled by the Audit & Finance Committee .
- Attendance and engagement: Board conducted 4 meetings (2024) with 87% average attendance; the proxy notes all incumbents met ≥75% attendance except Ms. Huffington; executive sessions of independent Directors occurred regularly, signaling strong independent oversight .
- Compensation alignment: Director pay emphasizes equity; Campion elected to take cash retainer as stock units—an alignment-positive signal. No performance-based director awards limit pay-for-performance lever at board level but reduce complexity and incentive conflicts for directors .
- Conflicts/related parties: No related-party transactions disclosed; hedging/pledging bans reduce misalignment risk; Audit committee time-commitment limits are in compliance .
- Overall: Campion’s background (Nike CFO/COO), audit expertise, and independence strengthen board effectiveness on finance, operations, and supply chain oversight. No red flags in attendance, conflicts, or Section 16 compliance were disclosed—supportive of investor confidence .