Scott Dahnke
WILLIAMS SONOMAAbout Scott Dahnke
Scott Dahnke, age 59, is the Board Chair and an independent director of Williams‑Sonoma, Inc., serving since 2019. He is Global CEO/Managing Partner of L Catterton, with prior leadership roles at Deutsche Bank Capital Partners, AEA Investors, as CEO of infoGROUP (InfoUSA), and as a Partner at McKinsey & Company; he holds a B.S. from the University of Notre Dame and an MBA from Harvard University . He chairs the Compensation Committee and serves on the Nominations, Corporate Governance & Social Responsibility Committee; as Board Chair, he led independent director executive sessions in fiscal 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| L Catterton | Global CEO/Managing Partner | 2003–present | Consumer-focused PE leadership; brand equity building expertise |
| Deutsche Bank Capital Partners | Managing Director | 2002–2003 | Private equity leadership |
| AEA Investors | Managing Director | 1998–2002 | Private equity leadership |
| infoGROUP Inc. (InfoUSA; Nasdaq) | Chief Executive Officer | 1997–1998 | Public-company CEO experience |
| McKinsey & Company | Principal (Partner) | 1991–1997 | Strategy, operations, consumer industry expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Honest Company, Inc. (NYSE: HNST) | Director | 2018–2021 | U.S.-listed public company board service |
| Vroom, Inc. (NASDAQ: VRM) | Director | 2015–2021 | U.S.-listed public company board service |
| Norwegian Cruise Line Holdings Ltd. (NYSE: NCLH) | Director | 2020–2021 | U.S.-listed public company board service |
| Noodles & Company (NASDAQ: NDLS) | Director | 2011–2019 | U.S.-listed public company board service |
| Restoration Hardware (RH; NYSE: RH) | Director | 2008–2012 | Home furnishing retailer; prior service |
| New York Stock Exchange | Board Advisory Council Member | Since 2022 | Advisory role |
Board Governance
- Committee assignments: Compensation Committee Chair; Nominations, Corporate Governance & Social Responsibility Committee Member; Board Chair .
- Independence: Board determined Dahnke is independent under NYSE and SEC standards; all committee independence standards met .
- Meeting cadence and attendance: Fiscal 2024 Board held 4 meetings; committee meetings—Audit & Finance (8), Compensation (3), Nominations (4). Except as noted for one director, all incumbent directors attended at least 75% of applicable meetings; average Board+Committee attendance was 87% .
- Engagement: Executive sessions for independent directors were led by Board Chair Dahnke during fiscal 2024; all director nominees attended the 2024 annual meeting .
| Committee | Role | Meetings Held (FY2024) |
|---|---|---|
| Compensation | Chair | 3 |
| Nominations, Corporate Governance & Social Responsibility | Member | 4 |
Fixed Compensation
| Component | Fiscal 2024 Program Amount | Notes |
|---|---|---|
| Annual Cash Compensation for Board Service | $80,000 | Paid quarterly |
| Annual Equity Grant for Board Service (RSUs) | $190,000 | RSUs vest at earlier of 1 year or day before next Annual Meeting |
| Board Chair: Cash | $100,000 | Paid quarterly |
| Board Chair: Equity (RSUs) | $100,000 | RSUs vest per director schedule |
| Compensation Committee Chair | $30,000 | 50% cash / 50% equity |
| Nominations Committee Member | $10,000 | 50% cash / 50% equity |
| Payment Direction for Dahnke | — | Cash/equity payable to Dahnke are paid/transferred to a donor advised fund |
| Director (FY2024) | Fees Earned/Paid in Cash | Stock Awards (Grant-Date Fair Value) | All Other Compensation | Total |
|---|---|---|---|---|
| Scott Dahnke | $200,000 | $309,909 | $4,168 | $514,077 |
The Board approved increasing the annual equity grant to $190,000 effective May 29, 2024; amounts reflect the July 9, 2024 two‑for‑one stock split .
Performance Compensation
| Award Type | Grant Date | Shares | Fair Value per Share | Total Grant-Date Fair Value | Vesting Schedule | Performance Metrics |
|---|---|---|---|---|---|---|
| RSUs (Director Annual Grant) | May 29, 2024 | 2,180 | $142.16 | $309,909 | Vest at earlier of 1 year from grant or day before next Annual Meeting, subject to service | None; WSM has no performance-based equity for directors |
| Stock Options | — | — | — | — | — | Not granted; options ceased beginning in 2012 |
Other Directorships & Interlocks
- Compensation Committee interlocks: Dahnke (Chair), Ready, and van Paasschen served on the Compensation Committee in FY2024; none was an officer/employee of WSM, and no relationships requiring disclosure under Item 404 of Regulation S‑K were identified. No executive officers of WSM served on boards/comp committees of entities with reciprocal executives on WSM’s Board/Compensation Committee .
Expertise & Qualifications
- Extensive experience building brand equity in leading consumer brands; substantial retail and consumer industry expertise .
- Education: B.S. University of Notre Dame; M.B.A. Harvard University .
Equity Ownership
| Holder | Common Stock | Awards Vesting within 60 days | Total Beneficial Ownership |
|---|---|---|---|
| Scott Dahnke | 46,386 | 2,180 | 48,566 |
- Unvested RSUs held as of Feb 2, 2025: 2,180 .
- Director stock ownership policy: each non‑employee director must hold at least $400,000 of WSM shares by the fifth anniversary of initial election; unvested RSUs do not count; as of April 14, 2025, all directors satisfied the requirement or have less than five years of service .
- Hedging/pledging: WSM’s Insider Trading Policy prohibits hedging/derivatives, short sales, and pledging Company stock for directors and designated parties; 10b5‑1 trading plans permitted. Policy filed as Exhibit 19.1 to FY2024 Form 10‑K .
Governance Assessment
- Committee leadership and oversight: As Board Chair and Compensation Committee Chair, Dahnke is central to pay governance, signing the Compensation Committee Report recommending inclusion of CD&A in the proxy and 10‑K, indicating active oversight of pay practices and risk assessments .
- Independence and conflicts: Board explicitly affirmed Dahnke’s independence under NYSE/SEC standards; Compensation Committee reported no Item 404 relationships; donor advised fund direction for his director pay reduces personal compensation conflicts .
- Attendance and engagement: Proxy indicates incumbent directors met at least 75% attendance threshold (average 87%); as Board Chair he led executive sessions of independent directors; all nominees attended the 2024 annual meeting .
- Shareholder voting signal (2025 election): Dahnke received 101,724,421 For, 3,417,733 Against, 101,150 Abstain; all director nominees were elected. Say‑on‑pay approval in 2025 was 89,960,704 For, 14,637,125 Against, 645,475 Abstain .
- Director compensation alignment: Strong equity component (fixed‑value RSUs), chair fees partly in equity, robust ownership policy, and prohibitions on hedging/pledging support alignment with shareholders; no performance‑based director equity and no options mitigate risk-taking but reduce direct performance linkage at the board level .
RED FLAGS
- Shareholder opposition: Dahnke received 3,417,733 “Against” votes in 2025 (elected by majority); monitoring of future vote trends is prudent .
- None disclosed: No related‑party transactions or compensation committee interlocks requiring Item 404 disclosure; hedging/pledging prohibited by policy .