William Ready

About William Ready

William Ready, age 45, is an independent director of Williams‑Sonoma, Inc. (WSM) and currently serves as Chief Executive Officer and Director of Pinterest, Inc.; he joined the WSM board in 2020 and brings deep digital commerce, payments, and cybersecurity expertise from prior senior roles at Google and PayPal and as former CEO of Braintree. He holds a B.S. from the University of Louisville and an M.B.A. from Harvard University . The Board affirmatively determined his independence under NYSE and SEC standards, noting ordinary‑course commercial relationships with entities where he is an executive but concluding these do not impair independence; the Board cited his strong attendance and contributions and recommended his renomination after evaluating his CEO role at Pinterest and outside directorships .

Past Roles

External Roles

Board Governance

• Current WSM committees: Audit and Finance Committee (member) and Compensation Committee (member) .
• Independence: Independent under NYSE/SEC rules; Board specifically reviewed ordinary‑course transactions involving entities where he is an executive and still concluded independence .
• Attendance and engagement: WSM held 4 board meetings in FY2024 and committee meetings (Audit & Finance: 8; Compensation: 3; Nominations: 4). Average board/committee attendance was 87%; the Board cited Ready’s “strong attendance and valuable contributions” in its renomination rationale. All directors nominated for election attended the 2024 annual meeting .
• Committee responsibilities intersecting Ready’s expertise: Audit & Finance oversight includes financial reporting, internal audit, and cybersecurity/data privacy risk; Compensation Committee oversees executive pay, risk from compensation programs, and use/independence of pay consultants .
• Overboarding/time commitments: Company imposes a limit for audit committee memberships (≤3 public companies); all current Audit & Finance members are in compliance. The Board explicitly reviewed Ready’s CEO role and outside boards and concluded he can devote sufficient time to WSM .

Fixed Compensation

Program structure (non‑employee directors, FY2024):

Ready’s FY2024 actual WSM director pay:

Policy features:

• No per‑meeting fees; emphasis on equity; no performance‑based director equity; stockholder‑approved director pay cap of $750,000 total per fiscal year .
• Directors may elect to receive cash fees in fully vested stock units or deferred stock units (DSUs) .
• Director stock ownership guideline: hold ≥$400,000 of WSM stock within 5 years of initial election; unvested RSUs do not count; as of April 14, 2025, all directors either met the requirement or had <5 years of service .

Performance Compensation

• Performance‑based equity: Not used for directors; director equity is full‑value RSUs with time‑based vesting to support alignment and retention .
• 2024 Ready RSU grant details:
  • Grant: 1,450 RSUs on May 29, 2024; grant‑date fair value $206,132 (at $142.16/share) .
  • Vesting: Annual 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 paid at vesting .

Other Directorships & Interlocks

• Compensation Committee interlocks: None. WSM discloses no committee interlocks or insider participation concerns for its Compensation Committee (of which Ready is a member) in FY2024 .
• Related‑party transactions: None disclosable since the beginning of FY2024 under Item 404 (>$120,000 threshold) .

Expertise & Qualifications

• Skills matrix indicates Ready contributes: Technology; Marketing & Brand Building; Growth & Corporate Strategy; International; Retail; Financial; Public Company Executive experience .
• Cybersecurity oversight: His background is aligned with Audit & Finance Committee responsibilities for cybersecurity/data privacy risk management .

Equity Ownership

Notes:

• The 16,388 shares include 516 fully vested DSUs previously elected in lieu of cash fees in 2021, counted in beneficial ownership; awards vesting within 60 days reflect 1,450 RSUs from the 2024 director grant .
• Hedging/pledging: Company policy prohibits hedging, short sales, derivative transactions, and pledging of Company stock by directors and officers .
• Director ownership guideline: $400,000 within five years; as of April 14, 2025, all directors either met the requirement or were within the five‑year window (individual compliance not itemized) .

Governance Assessment

• Strengths for investor confidence:

  • Dual‑committee service (Audit & Finance; Compensation) leverages technology and payments expertise where risk oversight is concentrated (financial controls/cybersecurity; pay risk) .
  • Board affirmatively reviewed potential external conflicts (ordinary‑course dealings involving his executive role) and concluded independence; also assessed overboarding/time commitments and cited strong attendance and valuable contributions in renomination .
  • No compensation committee interlocks; no disclosable related‑party transactions; Section 16 filings current .
  • Director pay mix emphasizes full‑value equity with time‑based vesting and a $400,000 ownership guideline to reinforce alignment, plus prohibitions on hedging/pledging .

• Risk indicators and monitoring items:

  • External executive role (CEO of Pinterest) plus another public board (ADP) elevates time‑commitment scrutiny; WSM expressly concluded commitments are manageable but should be monitored over time, especially given Audit Committee service and the audit‑committee‑membership limit (≤3) .
  • Ordinary‑course commercial interactions with entities where he serves as an executive (not specified) were reviewed; Board concluded independence is not impaired; investors may wish to monitor for magnitude/trend disclosure if any such transactions expand materially (no Item 404 transactions reported for FY2024) .

• Director compensation reasonableness:

  • FY2024 total of $302,382 for Ready (cash $96,250; equity $206,132) appears within the stockholder‑approved $750,000 cap and consistent with WSM’s director program levels adjusted in 2024 (equity retainer increased to $190,000) .

• Engagement/attendance signal:

  • Average board/committee attendance of 87% and Ready’s inclusion in the Compensation Committee report indicate active participation; all director nominees attended the 2024 annual meeting .

RED FLAGS: None disclosed specific to Ready. Potential areas to monitor include overboarding/time commitments as an active CEO and any future expansion of ordinary‑course transactions with entities where he is an executive; however, the Board currently deems him independent and in compliance .