Anne Finucane
WILLIAMS SONOMAAbout Anne Finucane
Anne Finucane is an independent director of Williams‑Sonoma, Inc. (WSM), serving since 2021, and currently chairs the Nominations, Corporate Governance and Social Responsibility Committee. She is 72, holds a B.A. from the University of New Hampshire, and brings deep credentials in financial services strategy, marketing, public policy and corporate social responsibility from senior roles at Bank of America and Fleet Bank, as well as public company board experience at CVS Health . The Board has determined she is independent under NYSE and SEC standards; 7 of 8 WSM director nominees are independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bank of America Europe | Chairman of the Board | 2018–2022 | Leadership in financial services; governance oversight |
| Bank of America Corporation | Vice Chairman | 2015–2021 | Strategy and senior leadership; CSR experience |
| Bank of America | Global Chief Strategy & Marketing Officer | 2005–2015 | Strategy, marketing, brand stewardship |
| Fleet Bank (merged into BofA 2004) | Chief Marketing Officer | 1995–2004 | Marketing leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| CVS Health Corporation (NYSE: CVS) | Director | Since 2011 | Current public company directorship |
| TPG Climate | Senior Advisor | Since 2022 | Climate-focused investment advisory |
| Rubicon Carbon Services, LLC | Board Chair | Since 2022 | Carbon credits platform leadership |
| Bank of America Global Advisory Council | Member | Since 2022 | Advisory role |
| Special Olympics International | Director; Lead Director | Since 2009; Lead Director since 2024 | Non-profit governance |
| ONE | Director | Since 2024 | Non-profit governance |
| Mass General Brigham Healthcare | Trustee | 2015–2024 | Health system trustee |
Board Governance
- Committee assignments (WSM): Chair, Nominations, Corporate Governance and Social Responsibility Committee; not a member of Audit or Compensation .
- Committee scope: Oversees director nominations, non‑employee director compensation policy, board/management evaluations, stockholder engagement, and environmental and social risk oversight .
- 2024 committee actions: Recommended appointing two new directors (board refresh), evaluated committee composition, and recommended extending non‑employee director term limits from 10 to 12 years, approved by the Board .
- Independence/attendance: Board determined independence for all committee members; in fiscal 2024 the Board met 4 times; committee meetings: Audit (8), Compensation (3), Nominations (4). All incumbent directors (except one newly appointed director) attended at least 75% of Board and committee meetings; average attendance 87% .
- Executive sessions: Regular meetings of independent directors, led by the independent Board Chair .
Fixed Compensation (Director)
| Component | WSM Director Program (FY2024) | Finucane – FY2024 Actuals |
|---|---|---|
| Annual cash retainer (Board) | $80,000 | Elected to receive 100% of cash compensation in stock/deferred stock units: $91,952 |
| Annual equity grant (Board) | $190,000 in RSUs (fixed value) [effective May 29, 2024] | $202,436 grant date fair value; 1,424 RSUs granted 5/29/2024 at $142.16/share |
| Committee chair fee (Nominations) | $25,000 (50% cash / 50% equity) | Included in cash/equity above; mix follows policy |
| Meeting fees | None | None |
| Other | Merchandise discount (taxable) | $10,921 (taxable value) |
| Total (FY2024) | — | $305,309 |
| Vesting terms (equity) | RSUs vest the earlier of one year from grant or the day before next Annual Meeting; dividend equivalents paid at vesting | Applies to annual RSU grant |
Additional program features: stockholder‑approved annual limit of $750,000 per non‑employee director; robust ownership guideline requiring each non‑employee director to hold at least $400,000 of stock within five years (all directors satisfied or within their five‑year window as of 4/14/2025); emphasis on equity; no retirement benefits; limited perquisites .
Performance Compensation (Director)
| Element | Status | Notes |
|---|---|---|
| Performance‑based equity (e.g., PSUs) | None | Director program uses full‑value RSUs; no performance‑based equity for directors |
Other Directorships & Interlocks
| Company | Public? | Role | Potential Interlocks/Conflicts |
|---|---|---|---|
| CVS Health Corporation | Yes | Director | WSM disclosed no related‑party transactions since FY2024; Board independence determination did not identify relationships impairing independence (relationships considered involved other directors, not Finucane) . |
Expertise & Qualifications
- Skills matrix: Financial; Government Relations/Public Policy; Growth & Corporate Strategy; International; Marketing & Brand Building; Sustainability; Public Company Executive .
- Biographical emphasis: Deep expertise in financial services strategy and marketing; extensive leadership in CSR .
Equity Ownership
| Holder | Common Stock | Awards Vesting Within 60 Days | Total Beneficial Ownership | % of Class | Notes |
|---|---|---|---|---|---|
| Anne Finucane | 7,494 | 1,424 | 8,918 | <1% | Includes 590 fully vested deferred stock units received in lieu of cash compensation for FY2024 . |
- Anti‑pledging/hedging: Company policy prohibits hedging and pledging of Company stock by directors and others .
Governance Assessment
- Board effectiveness: As Nominations Chair, Finucane oversaw board refreshment (two new directors in 2024), committee composition reviews, board/management evaluations, and sustainability/ESG oversight—core drivers of board effectiveness and investor engagement .
- Independence and alignment: Independent director with no Item 404 related‑party transactions; elected to take 100% of cash fees in equity/deferred stock units, reinforcing alignment with stockholders; subject to and within the Company’s $400,000 director ownership guideline framework .
- Workload/overboarding: Holds one other U.S. public company directorship (CVS), consistent with common policies for non‑executives; not serving on WSM’s Audit or Compensation committees, which mitigates time‑commitment concerns .
- Compensation structure: Director pay is equity‑heavy with a fixed‑value RSU grant and chair retainers split 50/50 cash/equity; no performance‑based equity for directors; annual cap of $750,000 limits pay creep .
- Conflicts and red flags:
- Related‑party transactions: None disclosable since FY2024 .
- Hedging/pledging: Prohibited for directors .
- Attendance: All incumbents except one newly appointed director met ≥75% attendance; average attendance 87% (no exceptions noted for Finucane) .
- Term limits: Nominations Committee recommended extending director term limits from 10 to 12 years; investors may monitor how this balances refreshment versus continuity .
- Shareholder sentiment context: Say‑on‑Pay support at ~94% in 2024 signals favorable investor views of governance and compensation practices broadly at WSM .
Overall signal: Finucane’s independent status, leadership of the nominations/ESG committee, equity‑tilted director pay (including her election to receive cash fees in equity/deferred units), absence of related‑party ties, and robust anti‑hedging/pledging policy support investor confidence in governance. Areas to watch include the extension of director term limits and continued board refreshment under her committee’s oversight .