WILLIAMS-SONOMA, INC.
COMPENSATION COMMITTEE CHARTER
(as amended and restated on March 24, 2016)
PURPOSE
The purpose of the Compensation Committee of the Board of Directors of Williams-Sonoma,
Inc. (the “Company”) is to: (i) assist the Board of Directors in discharging its responsibilities relating
to oversight of the compensation of the Company’s Chief Executive Officer and other executive
officers; (ii) administer the Company’s incentive compensation and other equity-based plans (the
“Plans”) and make grants under them; (iii) oversee the Company’s compensation policies, plans, and
benefits programs generally, and (iv) in the case of the Williams-Sonoma, Inc. 401(k) Plan (the
“401(k) Plan”), which is not considered one of the Plans as defined above, the Compensation
Committee’s sole responsibility shall be to amend the 401(k) Plan as provided below. In addition,
the Compensation Committee will undertake those specific duties and responsibilities listed below
and such other duties as the Board of Directors from time to time prescribes.
COMPOSITION
The Compensation Committee shall consist of not less than two (2) independent members of
the Company’s Board of Directors. The members of the Compensation Committee are appointed by
the Board of Directors upon the recommendation of the Nominations and Corporate Governance
Committee and serve at the discretion of the Board of Directors. The Board of Directors shall
designate one member of the Compensation Committee to serve as the chairperson.
Members of the Compensation Committee must meet the following criteria:
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Each member will be an independent director, as defined by: (i) the rules of the New
York Stock Exchange; and (ii) the rules of the Securities and Exchange Commission
(“SEC”).
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Each member will be an “Outside Director” as such term is defined with respect to
Section 162(m) of the Internal Revenue Code of 1986, as amended.
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Each member will be a “non-employee” director as defined under Rule 16b-3
promulgated under Section 16 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”).
Determinations as to whether a particular director satisfies the requirements for
membership on the Compensation Committee shall be made by the Board of Directors.
RESPONSIBILITIES
The responsibilities of the Compensation Committee shall include:
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Reviewing and approving corporate goals and objectives relevant to the compensation
of the Chief Executive Officer, evaluating the Chief Executive Officer’s performance
in light of those goals and objectives, and reviewing and approving any bonuses,
equity compensation and any other benefits to be provided to the Chief Executive
Officer based upon this evaluation. The Compensation Committee shall update the
Board of Directors after making these determinations. The Compensation Committee
shall make a recommendation to the independent members of the Board of Directors
regarding any base salary adjustments for the Chief Executive Officer and the
independent members the Board of Directors shall determine any such base salary
adjustments. In determining the long-term incentive component of the Chief
Executive Officer’s compensation, the Compensation Committee shall consider such
factors as the Company’s performance and relative stockholder return, the value of
similar incentive awards given to Chief Executive Officers of comparable companies,
and the awards given to the Company’s Chief Executive Officer in past years. The
Compensation Committee may also solicit input from the other independent members
of the Board of Directors and obtain their agreement prior to making its Chief
Executive Officer compensation determinations. The Compensation Committee’s
(and for base salary adjustments, the independent directors’) review and approval of
the Chief Executive Officer’s compensation shall be made without the presence of the
Chief Executive Officer.
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Reviewing the performance of executive officers other than the Chief Executive
Officer, and reviewing and approving their total compensation, including base salary,
bonus, equity compensation and any other benefits to be provided to these executive
officers. In so doing, the Compensation Committee shall seek input from the Chief
Executive Officer and may also solicit input from the other independent members of
the Board of Directors prior to making its determinations. Such review and approval
shall be made without the presence of the executive officers for whom the
compensation determinations are being made. The Compensation Committee shall
update the Board of Directors after making these determinations.
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Reviewing and approving, as appropriate, general compensation goals and guidelines
for the Company’s other employees. The Compensation Committee shall update the
Board of Directors after making these determinations.
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Approving and authorizing amendments to the 401(k) Plan, the Plans, and the
Company’s other benefit programs to the extent such amendment authority has been
delegated to the Compensation Committee by the Board of Directors.
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Acting as the Administrator (as defined under each Plan) and administering, within the
authority delegated by the Board of Directors, the Company’s Plans. In its
administration of the Plans, the Compensation Committee may: (i) grant equity awards
to individuals eligible for such grants (including, to the extent relevant, grants to
individuals subject to Section 16 of the Exchange Act in compliance with Rule 16b-3
promulgated thereunder); (ii) amend the terms of such equity awards; and (iii) take all
other actions permitted under the Plans. Except as may jeopardize a Plan’s
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qualification under applicable law, the Compensation Committee may delegate to two
or more directors of the Company the authority to make and administer grants and
awards to any person who is not an officer of the Company within the meaning of
Rule 16a-1(f) under the Securities Exchange Act of 1934 (“Non-Officers”) under such
of the Plans as the Compensation Committee deems appropriate in accordance with
the terms of such Plans. In addition, the Compensation Committee may delegate its
granting and other authority under the Plans with respect to Non-Officers in any
manner permitted under applicable law, including without limitation under Sections
152 and 157 of the Delaware General Corporation Law. The Compensation
Committee also shall review and make recommendations to the Board of Directors
with respect to changes in the number of shares reserved for issuance under those
Plans.
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Preparing a compensation committee report on executive compensation as required by
the SEC to be included in the Company’s annual proxy statement or annual report on
Form 10-K filed with the SEC.
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Considering the view of stockholders on executive compensation matters, including
stockholder proposals, advisory votes, communications with proxy advisory firms and
related matters.
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Assessing on an annual basis potential material risk to the Company from its
compensation programs and policies, including incentive and commission plans at all
levels.
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In its sole discretion, retaining or obtaining advice and assistance from compensation
consultants, legal counsel or other advisers to assist in the evaluation of Chief
Executive Officer, executive officer, other officer or employee compensation.
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Appointing, setting the compensation and overseeing the work of any compensation
consultant, legal counsel or other adviser retained by the Compensation Committee.
The Compensation Committee shall receive from the Company appropriate funding,
as determined by the Compensation Committee, for payment of reasonable
compensation to a compensation consultant, legal counsel or other adviser retained by
the Compensation Committee.
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Before selecting, or receiving advice from, any compensation consultant, legal counsel
or other adviser, other than in-house legal counsel, the Compensation Committee must
take into consideration all factors relevant to such person’s independence from
management, including: (i) the provision of other services to the Company by the
person that employs the compensation consultant, legal counsel or other adviser; (ii)
the amount of fees received from the Company by the person that employs the
compensation consultant, legal counsel or other adviser, as a percentage of the total
revenue of the person that employs the compensation consultant, legal counsel or other
adviser; (iii) the policies and procedures of the person that employs the compensation
consultant, legal counsel or other adviser that are designed to prevent conflicts of
interest; (iv) any business or personal relationship of the compensation consultant,
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legal counsel or other adviser with a member of the Compensation Committee; (v) any
stock of the Company owned by the compensation consultant, legal counsel or other
adviser; and (vi) any business or personal relationship of the compensation consultant,
legal counsel, other adviser or the person employing the adviser with an executive
officer of the Company; provided that the Compensation Committee is not required to
conduct an independence assessment for a compensation adviser that acts in a role
limited to the following activities for which no disclosure is required under Item
407(e)(3)(iii) of Regulation S-K: (a) consulting on any broad-based plan that does not
discriminate in scope, terms, or operation, in favor of executive officers or directors of
the Company, and that is available generally to all salaried employees; and/or (b)
providing information that either is not customized for a particular issuer or that is
customized based on parameters that are not developed by the adviser, and about
which the adviser does not provide advice.
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Conducting an annual evaluation of the Compensation Committee’s own performance.
MEETINGS
The Compensation Committee shall meet as often as it determines, but not less frequently
than two (2) times each year. The members of the Compensation Committee may invite the Chief
Executive Officer or any other person to attend meetings as appropriate and consistent with this
charter; provided, however, that the Chief Executive Officer may not be present during the voting on
or deliberations regarding the Chief Executive Officer’s compensation.
MINUTES
The Compensation Committee will maintain written minutes of its meetings, which
minutes will be filed with the minutes of the meetings of the Board of Directors.
REPORTS
The Compensation Committee will report to the Board of Directors on a periodic basis and
make such recommendations with respect to any of the above matters as the Compensation
Committee deems necessary or appropriate.
COMPENSATION
Members of the Compensation Committee shall receive such fees, if any, for their service as
committee members as may be determined by the Board of Directors in its sole discretion. Fees
maybe paid in such form of consideration as is determined by the Board of Directors.
DELEGATION OF AUTHORITY
The Compensation Committee may form and delegate authority to subcommittees when
appropriate.