Arianna Huffington

About Arianna Huffington

Arianna Huffington (age 74) is an independent director at Williams‑Sonoma, Inc. (WSM) since 2024; she is the Founder and CEO of Thrive Global and previously founded The Huffington Post. She holds an M.A. from Cambridge University and brings deep technology/media leadership with strengths in brand development and corporate growth . She was appointed to the Board in August 2024 following a search led by WSM’s Chief Talent Officer and recommended by the Nominations Committee .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Huffington is independent under NYSE and SEC standards; while she serves as an executive officer of entities that engage in ordinary‑course commercial transactions with WSM, the Board concluded these do not impair independence .
• Committee assignments: As of April 14, 2025, she is not a member of any Board committee (Audit & Finance; Compensation; Nominations/Corporate Governance/Social Responsibility) .
• Attendance: The Board held four meetings in fiscal 2024; due to scheduling conflicts prior to her August 2024 appointment, Huffington did not attend the single Board meeting after her appointment. Average Board/Committee attendance for all directors was 87% in fiscal 2024 .
• Board leadership: WSM separates CEO and Board Chair; Scott Dahnke (independent) is Board Chair; independent directors hold regular executive sessions led by the Chair .
• Term limits and governance practices: Non‑employee director term limit is 12 years; committees are fully independent; proxy access and majority voting are in place .

Fixed Compensation

Program context:

• Standard annual director cash retainer: $80,000; annual equity grant: $190,000; committee membership and chair fees paid partly in equity; Board Chair receives additional $100,000 cash and $100,000 equity. Mid‑year appointees receive prorated equity grants .
• Directors may elect to defer cash fees into fully vested stock units or deferred stock units; limited perquisites; stockholder‑approved annual cap of $750,000 for non‑employee director compensation .

Performance Compensation

• WSM does not use performance‑based equity awards for non‑employee directors; director equity is granted as full‑value RSUs for alignment and retention. No options are granted to directors .
• Director RSUs vest on the earlier of one year from grant or the day before the next Annual Meeting, subject to continued service; dividend equivalents are paid upon vesting .

Other Directorships & Interlocks

Additional considerations:

• Independence review explicitly noted Huffington serves as an executive officer of entities with ordinary‑course commercial dealings with WSM, yet independence was maintained under NYSE/SEC standards after Board review .
• WSM disclosed no related‑party transactions requiring Item 404 reporting from fiscal 2024 to present .

Expertise & Qualifications

• Growth and corporate strategy expertise .
• International experience .
• Marketing and brand building .
• Sustainability exposure .
• Technology and digital media experience .

Equity Ownership

Notes:

• Percent of class indicated as “*” in the proxy’s ownership table (below 1%), based on 122,939,912 shares outstanding as of April 14, 2025 .
• Director stock ownership guideline: each non‑employee director must hold at least $400,000 of WSM shares by the fifth anniversary of initial election; as of April 14, 2025, all directors either meet the guideline or are on the Board less than five years (Huffington joined in 2024) .
• Hedging and pledging prohibition: WSM bars insiders (including directors) from hedging or pledging company stock; 10b5‑1 trading plans are permitted under policy .

Governance Assessment

• Alignment signals: Huffington elected to receive 100% of cash fees in stock or deferred stock units, increasing direct alignment with shareholders; her prorated RSU grant follows WSM’s fixed‑value, one‑year vesting structure for directors .
• Independence and conflicts: The Board reviewed ordinary‑course transactions involving entities where Huffington is an executive and concluded no impairment of independence; WSM reports no Item 404‑reportable related‑party transactions in fiscal 2024–present. Continue monitoring for any evolving business ties with Thrive Global or other affiliates .
• Engagement risk: As a late‑year appointee in August 2024, Huffington missed the single Board meeting held after her appointment due to pre‑existing scheduling conflicts; she held no committee assignments in fiscal 2024, which can limit immediate involvement in key oversight areas until committee placement occurs .
• Board quality context: Independent Board Chair; fully independent committees; 12‑year term limits; robust governance practices and strong say‑on‑pay support (94% in 2024), supporting broader investor confidence in WSM’s governance framework .

RED FLAGS to watch:

• Ordinary‑course commercial relationships with entities where she is an executive—currently deemed non‑impairing, but monitor for scope/size changes .
• Initial absence from committee assignments and missed meeting post‑appointment—watch for future attendance and committee engagement trends .