Frits van Paasschen
WILLIAMS SONOMAAbout Frits van Paasschen
Frits van Paasschen (age 64) is an independent director of Williams‑Sonoma, Inc. (WSM) since 2017; he chairs the Audit and Finance Committee and serves on the Compensation Committee, and is designated an SEC “audit committee financial expert.” He is the former President & CEO of Starwood Hotels & Resorts (2007–2015), former President & CEO of Coors Brewing Company (2005–2007), and held senior general management roles at Nike; he holds a B.A. from Amherst College and an M.B.A. from Harvard University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Starwood Hotels & Resorts | President & Chief Executive Officer | 2007–2015 | Led global hospitality company (public); CEO experience cited as core WSM board qualification . |
| Coors Brewing Company | President & Chief Executive Officer | 2005–2007 | CEO experience in consumer goods; operating leadership . |
| Nike, Inc. | GM (President) EMEA; GM (President) Americas & Africa; VP Strategic Planning | 1997–2004 | Global operations, strategy, and brand management in consumer/retail . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Amadeus IT Group SA | Director | 2023–present | Public company (travel technology) . |
| DSM / DSM‑Firmenich | Director | 2017–present | Public company (life sciences/ingredients) . |
| Sonder Holdings Inc. | Director | 2025–present | Former Lead Independent Director (2019–2025) . |
| Crown PropTech Acquisitions | Director | 2021–2023 | Public SPAC (ended) . |
| Barclays PLC | Director | 2013–2016 | Public financial institution (ended) . |
| Starwood Hotels & Resorts | Director | 2007–2015 | Public (ended) . |
| Jones Apparel Group | Director | 2005–2008 | Public (ended) . |
| Oakley Inc. | Director | 2005–2007 | Public (ended) . |
| J.Crew Group, Inc. | Director | 2020–present | Private retailer . |
| CitizenM Hotels | Director | 2017–present | Private hospitality . |
| Convene | Chair | 2018–2022 | Private real estate services . |
| Apollo Hotels | Chair, Supervisory Board | 2016–2018 | Private hospitality . |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board determined van Paasschen is independent under NYSE/SEC standards; all committee members meet heightened independence standards . |
| Committees | Audit & Finance (Chair); Compensation (Member) . |
| Financial Expert | Board determined he qualifies as an “audit committee financial expert” under SEC rules . |
| Committee Workload (FY2024) | Audit & Finance: 8 meetings; Compensation: 3 meetings; Nominating: 4 meetings (he is not on Nominating) . |
| Attendance | All incumbent directors (except one noted new appointee) attended ≥75% of Board/committee meetings; average attendance 87% . |
| Executive Sessions | Regular independent director executive sessions led by independent Board Chair . |
| Annual Meeting Attendance | All director nominees attended the 2024 annual meeting . |
Fixed Compensation
| Component (FY2024) | Amount | Notes |
|---|---|---|
| Annual Cash Retainer (Board) | $80,000 | Paid quarterly if serving . |
| Annual Equity Grant (Board) | $190,000 | RSUs; fixed-value; granted at annual meeting; vest on earlier of one year or day before next annual meeting . |
| Audit & Finance Chair Fee | $45,000 | 50% cash / 50% equity . |
| Compensation Committee Member Fee | $15,000 | 50% cash / 50% equity . |
| Audit Committee Member Fee (for context) | $17,500 | 50% cash / 50% equity . |
| Board Chair Increment (for context) | $100,000 cash + $100,000 equity | Applies to Board Chair, not van Paasschen . |
| Frits van Paasschen – FY2024 Director Compensation | Amount |
|---|---|
| Fees Earned or Paid in Cash | $110,000 |
| Stock Awards (grant date fair value) | $219,779 |
| All Other Compensation (taxable merchandise discount) | $7,349 |
| Total | $337,128 |
Additional program features: no per‑meeting fees; no retirement benefits; directors may elect to receive 100% of cash in fully vested stock or deferred stock units; stockholder‑approved annual cap of $750,000 per director; emphasis on equity to align with stockholders .
Performance Compensation
| Equity Element | Grant Detail | Value | Vesting/Terms |
|---|---|---|---|
| Annual RSUs for Board Service | May 29, 2024 | $190,000 for non‑chair; van Paasschen’s aggregate grant date fair value totaled $219,779 reflecting role-based equity (includes committee chair/member equity) . | RSUs vest on earlier of one year from grant or the day before the next annual meeting; dividend equivalents paid at vest . |
| Performance‑Based Equity | None | N/A | WSM pays directors solely in cash and full‑value RSUs; no performance‑based equity for directors . |
Other Directorships & Interlocks
- Current public company boards: DSM/DSM‑Firmenich (since 2017), Amadeus IT Group SA (since 2023), Sonder Holdings Inc. (since 2025) .
- Compensation Committee interlocks: WSM discloses no interlocks or insider participation for the Compensation Committee (van Paasschen served in FY2024 alongside Dahnke and Ready) .
- Outside board service policy: audit committee members limited to ≤3 public company audit committees unless the Board determines otherwise; all Audit & Finance members (including van Paasschen) are in compliance; WSM monitors other board service through its governance guidelines .
Expertise & Qualifications
- Designated SEC audit committee financial expert; financially literate under NYSE rules .
- Skills matrix: Public Company Executive; Financial; Growth & Corporate Strategy; International; Marketing & Brand Building; Retail; Supply Chain; Technology .
- CEO experience in hospitality and consumer goods (Starwood; Coors); global operating experience at Nike .
- Education: B.A. Amherst College; M.B.A. Harvard University .
Equity Ownership
| Holder | Common Stock | Awards Vesting within 60 Days | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|
| Frits van Paasschen | 30,248 | 1,546 | 31,794 | * (<1%) |
Additional details:
- Unvested RSUs outstanding as of Feb 2, 2025: 1,546 units (award granted May 29, 2024) .
- Director stock ownership guideline: each non‑employee director must hold ≥$400,000 in company stock within 5 years; as of April 14, 2025, all directors meet the requirement or are within the 5‑year window (unvested RSUs do not count) .
- Hedging/pledging: prohibited for directors under WSM’s Insider Trading Policy; 10b5‑1 plans permitted; policy expressly bars hedging and pledging company stock .
Governance Assessment
-
Strengths for investor confidence:
- Independent Audit & Finance Committee Chair with SEC “financial expert” designation; committee oversees financial reporting, internal audit, auditor independence, capital allocation policies, and cybersecurity risk; audit committee membership/time‑commitment compliance affirmed .
- Independent status confirmed; fully independent committee leadership across all committees; robust governance framework (majority voting, proxy access, 12‑year director term limit) .
- Equity‑heavy director pay with fixed‑value RSUs and ownership guideline of $400,000 supports alignment; all directors compliant/on track .
- Attendance: incumbents met ≥75% attendance with 87% average; regular executive sessions enhance oversight .
-
Potential watch‑items:
- Multi‑board service: van Paasschen serves on several boards (DSM/DSM‑Firmenich, Amadeus, Sonder; plus private boards). WSM discloses audit committee time‑commitment compliance and no related‑party transactions, but investors should continue to monitor bandwidth given Audit Chair responsibilities .
- Director pay increased via annual equity grant reset to $190,000 in 2024 to align with peers; while still within stockholder‑approved limit, year‑over‑year changes in director equity value merit periodic review against workload and market norms .
-
Conflicts/related‑party checks:
- WSM’s policy requires Audit Committee or disinterested Board approval of related‑party transactions; WSM reports no disclosable related‑party transactions from the start of FY2024 to present .
- Independence reaffirmed; Board specifically scrutinized relationships for other directors engaged in commercial dealings and concluded independence; no such note for van Paasschen .
-
Say‑on‑pay/shareholder sentiment context:
- WSM’s 2024 say‑on‑pay approval was ~94%, and the company reports ongoing investor engagement on governance and compensation—supportive backdrop for board credibility .