DEF 14A of Williams Sonoma Inc, Apr 29, 2025

DEF 14A of Williams Sonoma Inc

Filed Apr 29, 2025 · FY20240001628280-25-020659

Open on EDGAR

  1. Proposal 1: Election of Directors

    Proposal 1: Election of Directors

  2. Proposal 1: Election of Directors

    | Our eight continuing directors are experienced leaders who bring a mix of qualifications, attributes and skills relevant to our business and strategy. | | | | | | The Board Recommends a Vote FOR each director nominee. | | | | | | Director Nominees | Position | Independence | Age | Director Since | | Laura Alber | Chief Executive Officer, President, and Director | Not Independent | 56 | 2010 | | Esi Eggleston Bracey | Director | Independent | 54 | 2021 | | Andrew Campion | Director | Independent | 53 | 2024 | | Scott Dahnke | Board Chair | Independent | 59 | 2019 | | Anne Finucane | Director | Independent | 72 | 2021 | | Arianna Huffington | Director | Independent | 74 | 2024 | | William Ready | Director | Independent | 45 | 2020 | | Frits van Paasschen | Director | Independent | 64 | 2017 |

  3. Proposal 1: Election of Directors

    | Demographics | | | | | Age | Tenure as of the Annual Meeting | Diversity | | | | | | 50% of directors are gender and/or racially diverse 4 directors are Female 1 director is African American |

  4. Proposal 1: Election of Directors

    | Skills and Experience | | | | Capital Markets (Three out of Eight) | Government Relations/Public Policy (Three out of Eight) | Retail (Six out of Eight) | | Public Company Executive (Seven out of Eight) | Growth & Corporate Strategy (Eight out of Eight) | Supply Chain (Four out of Eight) | | Consumer Goods/Merchandising (Five out of Eight) | International (Eight out of Eight) | Sustainability (Six out of Eight) | | Financial (Seven out of Eight) | Marketing & Brand Building (Eight out of Eight) | Technology (Four out of Eight) |

  5. Proposal 1: Election of Directors

    | Williams-Sonoma, Inc. | 2025 Proxy Statement | Page iii |

  6. Director Nominee Biographies

    Director Nominee Biographies The following table sets forth information, as of April 14, 2025, with respect to each director nominee. We have also included information about each nominee’s specific experience, qualifications, attributes and skills that led the Board to conclude that they should serve as a Director of the Company, in light of our business and structure, at the time we file this Proxy Statement. Each director nominee furnished the biographical information set forth in the table.

  7. Director Nominee Biographies

    | Nominee | | | Laura Alber Chief Executive Officer, President, and Director, Williams-Sonoma, Inc. Age 56 Director since 2010 | Qualifications, Experience and Expertise Contributed to the Board •Extensive retail industry, merchandising, operational, e-commerce and supply chain experience, including 29 years of experience with the Company •Implemented successful growth strategies, including Pottery Barn Kids, Pottery Barn Bed + Bath, PBteen, Business-to-Business, and Marketplace as well as the Company’s global expansion •Leads the Company’s sustainability and associate engagement initiatives __________________________________________________________________ Experience •Chief Executive Officer since 2010 •President since 2006 •President, Pottery Barn Brands, 2002 – 2006 •Executive Vice President, Pottery Barn, 2000 – 2002 •Senior Vice President, Pottery Barn Catalog and Pottery Barn Kids Retail, 1999 – 2000 __________________________________________________________________ Other Boards U.S. Listed Companies •Director, salesforce.com, inc. (customer relationship management software) since 2021 •Director, Fitbit, Inc. (fitness trackers), 2016 – 2021 Other •Trustee, University of Pennsylvania Board of Trustees since 2018 __________________________________________________________________ Education •B.A., University of Pennsylvania |

  8. Director Nominee Biographies

    | Nominee | | | Esi Eggleston Bracey Chief Growth and Marketing Officer, Unilever (consumer goods) Age 54 Independent Director since 2021 Committee: •Member of the Audit and Finance Committee | Qualifications, Experience and Expertise Contributed to the Board •Seasoned consumer products and beauty executive with extensive experience in general management, marketing, brand-building, innovation and leading consumer brands •Strong understanding of global retail operations and organizational development _________________________________________________________________ Experience •Chief Growth and Marketing Officer, Unilever (consumer goods) since 2024 •President, Unilever USA (consumer goods), CEO, Personal Care North America, 2022 – 2023 •Chief Operating Officer, EVP Beauty & Personal Care, Unilever North America, 2018 – 2022 •President, Consumer Beauty, Coty Inc. (cosmetics) (acquired by Procter & Gamble), 2015 – 2017 •Senior Vice President & General Manager, Global Cosmetics, Procter & Gamble (consumer goods), 2009 – 2016; other roles of increasing responsibility, 1991 – 2008 _________________________________________________________________ Other Boards U.S. Listed Companies •Director, Six Flags Entertainment Corporation (amusement park operator), 2020 – 2025 _________________________________________________________________ Education •B.A., Dartmouth College |

  9. Director Nominee Biographies

    | Nominee | | | Andrew Campion Former Chief Operating Officer, Nike Age 53 Independent Director since 2024 Committee: •Member of the Audit and Finance Committee | Qualifications, Experience and Expertise to Be Contributed to the Board •Broad leadership experience as a multinational consumer-facing company executive, with extensive expertise in brand and business growth strategy development and execution, enterprise financial management, operational excellence, technology and supply chain management •Deep understanding of global retail operations and strategic growth initiatives •Strong experience in environmental sustainability efforts and investor relations __________________________________________________________________ Experience •Chief Executive Officer and Chairman, Unrivaled Sports (youth sports) since 2024 •Chief Operating Officer, Nike (footwear and apparel), 2020 – 2024 •Chief Financial Officer, Nike, 2015 – 2020 •Chief Financial Officer, The Nike Brand & Senior Vice President, Global Strategy, Finance, and Investor Relations, Nike, 2014 – 2015; other roles of increasing responsibility, 2007 – 2015 •Senior Vice President, Corporate Development, The Walt Disney Company (media and entertainment), 2006-2007; other roles of increasing responsibility, 1996 – 2006 __________________________________________________________________ Other Boards U.S. Listed Companies •Director, Starbucks Corporation (multinational coffeehouse chain) since 2019 Other •Member, Board of Advisors, University of California, Los Angeles - Anderson School of Management and Director of the Sports Leadership and Management Program •Member, Board of Directors, The Los Angeles 2028 Olympic and Paralympic Games __________________________________________________________________ Education •B.A., University of California, Los Angeles •M.B.A., University of California, Los Angeles - Anderson School of Management •J.D., University of San Diego School of Law •L.L.M., Taxation, University of San Diego School of Law |

  10. Director Nominee Biographies

    | Nominee | | | Scott Dahnke Global CEO, L Catterton Age 59 Independent Director since 2019 Committees: •Chair of the Compensation Committee •Member of the Nominations, Corporate Governance and Social Responsibility Committee | Qualifications, Experience and Expertise Contributed to the Board •Extensive experience building brand equity in leading consumer brands •Substantial expertise in the global retail and consumer industry __________________________________________________________________ Experience •Board Chair •Global CEO/Managing Partner, L Catterton (consumer-focused private equity) since 2003 •Managing Director, Deutsche Bank Capital Partners (private equity), 2002 – 2003 •Managing Director, AEA Investors (private equity), 1998 – 2002 •Chief Executive Officer, infoGROUP Inc. (formerly known as InfoUSA; Nasdaq-listed) (marketing), 1997 – 1998 •Principal (Partner), McKinsey & Company (management consulting), 1991 – 1997 __________________________________________________________________ | | | Other Boards U.S. Listed Companies •Director, The Honest Company, Inc. (consumer products), 2018 – 2021 •Director, Vroom, Inc. (online car sales platform), 2015 – 2021 •Director, Norwegian Cruise Line Holdings Ltd. (cruise line), 2020 – 2021 •Director, Noodles & Company (restaurant), 2011 – 2019 Other •Member, Board Advisory Council, New York Stock Exchange, since 2022 •Director, Restoration Hardware (home furnishing retailer), 2008 – 2012 __________________________________________________________________ Education •B.S., University of Notre Dame •M.B.A., Harvard University |

  11. Director Nominee Biographies

    | Nominee | | | © Brigitte Lacombe | Qualifications, Experience and Expertise Contributed to the Board •Deep expertise in financial services, strategy and marketing •Extensive leadership experience in corporate social responsibility __________________________________________________________________ Experience •Senior Advisor, TPG Climate (climate-focused investments) since 2022 •Chairman of the Board, Bank of America Europe (financial services), 2018 – 2022 •Vice Chairman, Bank of America Corporation (financial services), 2015 – 2021 •Global Chief Strategy and Marketing Officer, Bank of America, 2005 – 2015 •Chief Marketing Officer, Fleet Bank (financial services, merged with Bank of America in 2004), 1995 – 2004 ______________________________________________________________________________________________________________ Other Boards U.S. Listed Companies •Director, CVS Health Corporation (healthcare and pharmacy) since 2011 Other •Board Chair, Rubicon Carbon Services, LLC (carbon credits) since 2022 •Member, Bank of America Global Advisory Council since 2022 •Director, Special Olympics International since 2009, and Lead Director since 2024 •Director, ONE since 2024 •Trustee, Mass General Brigham Healthcare, 2015 -2024 ____________________________________________________________________ Education •B.A., University of New Hampshire | | Anne Finucane Former Chair of the Board, Bank of America Europe Age 72 Independent Director since 2021 Committee: •Chair of the Nominations, Corporate Governance and Social Responsibility Committee | |

  12. Director Nominee Biographies

    | Nominee | | | Arianna Huffington Founder and CEO, Thrive Global Age 74 Independent Director since 2024 | Qualifications, Experience and Expertise Contributed to the Board •Extensive leadership experience in both the technology and media spaces •Strong background in brand development and corporate growth _________________________________________________________________ Experience •Founder and Chief Executive Officer, Thrive Global (health and productivity) since 2016 •Founder, The Huffington Post (media), 2005 – 2016 _____________________________________________________________________________________________________________ Other Boards •Director, Onex Corporation (investment management), 2015 – 2023 •Director, Uber Technologies, Inc. (transportation), 2016 – 2019 _________________________________________________________________ Education •M.A, Cambridge University |

  13. Director Nominee Biographies

    | Nominee | | | William Ready Chief Executive Officer and Director, Pinterest, Inc. Age 45 Independent Director since 2020 Committees: •Member of the Audit and Finance Committee •Member of the Compensation Committee | Qualifications, Experience and Expertise Contributed to the Board •Extensive expertise in the digital commerce field, cybersecurity, technology industry and leading and scaling high growth companies •Experience as CEO and board member of public companies •Experience in regulated industries with meaningful government relations and public policy interaction _________________________________________________________________ Experience •Chief Executive Officer and Director, Pinterest, Inc. (social media company) since 2022 •President of Commerce, Google LLC (internet search company), 2020 – 2022 •Chief Operating Officer, PayPal Holdings, Inc. (digital commerce company), 2016 – 2019 •Senior Vice President, Global Head of Product and Engineering, PayPal Holdings, Inc., 2015 – 2016 •Senior Vice President, Global Head of Merchant and NextGen Commerce, PayPal Holdings, Inc., 2015 •Chief Executive Officer, BrainTree (a mobile and web payment systems company, acquired by PayPal Holdings, Inc. in 2013), 2011 – 2015 _____________________________________________________________________________________________________________ Other Boards U.S. Listed Companies •Director, Pinterest, Inc. since 2022 •Director, Automatic Data Processing, Inc. (human resources software company) since 2016 _________________________________________________________________ Education •B.S., University of Louisville •M.B.A., Harvard University |

  14. Director Nominee Biographies

    | Nominee | | | | Qualifications, Experience and Expertise Contributed to the Board •Extensive expertise in retail and hospitality, with over 10 years of experience as a CEO •Strong understanding of global consumer and retail operations and strategy _____________________________________________________________________________________________________________ Experience •Author, The Disruptors’ Feast, published 2017 •President, Chief Executive Officer, Starwood Hotels and Resorts (hotels), 2007 – 2015 •President, Chief Executive Officer, Coors Brewing Company (beer), 2005 – 2007 •GM (President) Europe, Middle East & Africa, 2000 – 2004, GM (President) Americas and Africa, 1998 – 2000, Vice President Strategic Planning, 1997 – 1998, Nike Inc. (athletic footwear and apparel) _________________________________________________________________ Other Boards U.S. Listed Companies •Director, Amadeus IT Group SA (travel technology) since 2023 •Director, DSM / DSM-Firmenich (life sciences, ingredients) since 2017 •Director, Sonder Holdings Inc. (short-term rental management company) since 2025 •Lead Independent Director, Sonder Holdings Inc., 2019 – 2025 •Director, Crown PropTech Acquisitions (special purpose acquisition company), 2021 – 2023 •Director, Barclays PLC (banking), 2013 – 2016 •Director, Starwood Hotels and Resorts (hotels), 2007 – 2015 •Director, Jones Apparel Group, 2005 – 2008 •Director, Oakley Inc, 2005 – 2007 Other •Director, JCrew Group, Inc. (retailer) since 2020 •Director, CitizenM Hotels (hotels) since 2017 •Chair, Convene (real estate services) 2018 – 2022 •Chair, Supervisory Board, Apollo Hotels (hotels), 2016 – 2018 _________________________________________________________________ Education •B.A., Amherst College •M.B.A., Harvard University | | Frits van Paasschen Former President, Chief Executive Officer, Starwood Hotels and Resorts Age 64 Independent Director since 2017 Committees: •Chair of the Audit and Finance Committee •Member of the Compensation Committee | |

  15. Director Compensation

    Director Compensation

  16. Director Compensation Program

    Director Compensation Program Overview Our non-employee Directors receive cash compensation and equity grants for their service on our Board, with additional cash and equity compensation provided to the Board Chair, the Chair of each Board committee, and members of each Board committee. Decisions regarding our non-employee Director compensation program are approved by the full Board based on recommendations by the Nominations, Corporate Governance and Social Responsibility Committee. In making such recommendations, the Nominations, Corporate Governance and Social Responsibility Committee takes into consideration the duties and responsibilities of our non-employee Directors, the Director compensation practices of peer companies, the recommendations of the independent compensation consultant and whether such recommendations align with the interests of our stockholders. The Nominations, Corporate Governance and Social Responsibility Committee periodically reviews the total compensation of our non-employee Directors and each element of our Director compensation program. At the direction of the Nominations, Corporate Governance and Social Responsibility Committee, the Compensation Committee’s independent compensation consultant analyzes the competitive position of our Director compensation program against the peer group used for executive compensation purposes. Director Stock Ownership Policy The Board has approved a stock ownership policy. Each non-employee Director must hold at least $400,000 worth of shares of company stock by the fifth anniversary of such Director’s initial election to the Board. If a Director holds at least $400,000 worth of shares of Company stock during the required time period, but the value of such Director’s shares decreases below $400,000 due to a drop in the Company’s stock price, the Director shall be deemed to have complied with this policy so long as the Director does not sell shares of Company stock. If a Director has not complied with this policy during the required time period, then the Director may not sell any shares until such Director holds at least $400,000 worth of shares of Company stock. A Director’s unvested restricted stock units will not count toward satisfying the ownership requirements. As of April 14, 2025, all of our Directors have satisfied the ownership requirements or have been on the Board for less than five years. Stockholder Approved Compensation Limit Under our stockholder-approved maximum annual limit on non-employee Director compensation, stock awards granted during a single fiscal year under the plan or otherwise, taken together with any cash fees paid during such fiscal year for services on the Board, will not exceed $750,000 in total value for any non-employee Director.

  17. Fiscal 2024 Non-Employee Director Compensation

    Fiscal 2024 Non-Employee Director Compensation During fiscal 2024, the Board approved, effective as of the 2024 annual meeting held on May 29, 2024, an increase in the Annual Equity Grant for Board Service to $190,000. The Board believes this increase generally aligns our non-employee Director compensation with our peers, which will allow us to continue to attract and retain top director candidates to serve on our Board. The following table sets forth non-employee Director compensation amounts for fiscal 2024.

  18. Fiscal 2024 Non-Employee Director Compensation

    | | Fiscal 2024 | | Per-Committee Meeting Attendance Fee | — | | Annual Cash Compensation for Board Service(1)(2) | $80,000 | | Annual Equity Grant for Board Service(2)(3)(5) | $190,000 | | Annual Cash Compensation to Board Chair(1)(2) | $100,000 | | Annual Equity Grant to Board Chair(2)(3) | $100,000 | | Annual Compensation to Chair of the Audit and Finance Committee(1)(3)(4) | $45,000 | | Annual Compensation to Chair of the Compensation Committee(1)(2)(3)(4) | $30,000 | | Annual Compensation to Chair of the Nominations, Corporate Governance and Social Responsibility Committee(1)(3)(4) | $25,000 | | Annual Compensation to Member of the Audit and Finance Committee(1)(3)(6) | $17,500 | | Annual Compensation to Member of the Compensation Committee(1)(3)(6) | $15,000 | | Annual Compensation to Member of the Nominations, Corporate Governance and Social Responsibility Committee(1)(2)(3)(6) | $10,000 |

  19. Fiscal 2024 Non-Employee Director Compensation

    | (1) The annual cash compensation is paid in quarterly installments so long as the non-employee Director continues to serve on the Board at the time of such payments. | | (2) Any cash compensation or equity grant otherwise payable to Scott Dahnke will be paid directly to or transferred from Mr. Dahnke to a donor advised fund. | | (3) The annual equity grant is awarded on the date of the Annual Meeting. Equity grants are made in the form of restricted stock units. These restricted stock units vest on the earlier of one year from the date of grant or the day before the next regularly scheduled Annual Meeting, subject to continued service through the vesting date. The number of restricted stock units granted is determined by dividing the total monetary value of each award, as set forth in the table, by the closing price of our common stock on the trading day prior to the grant date, rounding down to the nearest whole share. Directors also receive dividend equivalent payments with respect to outstanding restricted stock unit awards, which are paid upon the vesting of the underlying restricted stock units. | | (4) Compensation for service as a Chair of a Board committee is paid 50% in cash and 50% in equity. | | (5) Directors who are appointed to the Board after the Company’s last Annual Meeting receive an equity grant on the appointment date on a prorated basis based on the number of days that the Director is scheduled to serve between the appointment date to the Board and the date one year from the prior year’s Annual Meeting. | | (6) Compensation for membership on each Board committee is paid 50% in cash and 50% in equity. |

  20. Fiscal 2024 Non-Employee Director Compensation

    In addition to the compensation described above, non-employee Directors received reimbursement for travel expenses related to attending our Board, committee or business meetings. Non-employee Directors and their spouses and domestic partners received discounts on our merchandise. Additionally, non-employee Directors may also participate in a deferred stock unit program, pursuant to which non-employee Directors may elect, on terms prescribed by the Company, to receive 100% of their annual cash compensation to be earned in respect of the applicable fiscal year either in the form of (i) fully vested stock units or (ii) fully vested deferred stock units. We believe these offerings allow us to maintain a Director compensation program that is competitive with market practices and compensates Directors fairly for their level of service.

  21. Director Compensation Table

    Director Compensation Table The following table shows the compensation provided to non-employee Directors who served during all or a portion of fiscal 2024. All of the information in this section has been adjusted to reflect our two-for-one stock split in the form of a stock dividend paid to each outstanding holder of the common stock on July 9, 2024.

  22. Director Compensation Table

    | | Fees Earned or Paid in Cash(1) | Stock Awards(2) | All Other Compensation(3)(4) | Total | | Esi Eggleston Bracey | $88,173 | $198,740(5) | $1,094 | $288,007 | | Andrew Campion | $58,856 | $198,740(5) | $11,059 | $268,655 | | Scott Dahnke | $200,000 | $309,909(6) | $4,168 | $514,077 | | Anne Finucane | $91,952 | $202,436(7) | $10,921 | $305,309 | | Arianna Huffington | $39,139 | $156,536(8) | $5,151 | $200,826 | | Paula Pretlow(9) | $29,746 | — | $2,087 | $31,833 | | William Ready | $96,250 | $206,132(10) | — | $302,382 | | Frits van Paasschen | $110,000 | $219,779(11) | $7,349 | $337,128 |

  23. Director Compensation Table

    (1)The following Directors elected to receive 100% of his or her annual cash compensation for fiscal 2024 either in fully vested stock grants or fully vested deferred stock units: Esi Eggleston Bracey: $88,173; Andrew Campion: $58,856; Anne Finucane: $91,952; and Arianna Huffington: $39,139. (2)Represents the grant date fair value of the restricted stock unit awards granted in fiscal 2024 as calculated in accordance with FASB ASC Topic 718, by multiplying the closing price of our common stock on the trading day prior to the grant date by the number of restricted stock units granted. As of February 2, 2025, the persons who served as non-employee Directors during all or a portion of fiscal 2024 held the following numbers of unvested restricted stock units: Esi Eggleston Bracey: 1,398; Andrew Campion: 1,398, Scott Dahnke: 2,180; Anne Finucane: 1,424; Arianna Huffington: 1,012; William Ready: 1,450; and Frits van Paasschen: 1,546. (3)Represents the taxable value of discount on merchandise. (4)Excludes dividend equivalent payments, which were previously factored into the grant date fair value of disclosed equity awards. (5)Represents the grant date fair value associated with a restricted stock unit award of 1,398 shares of common stock made on May 29, 2024, with a fair value as of the grant date of $142.16 per share for an aggregate grant date fair value of $198,740. (6)Represents the grant date fair value associated with a restricted stock unit award of 2,180 shares of common stock made on May 29, 2024, with a fair value as of the grant date of $142.16 per share for an aggregate grant date fair value of $309,909. Cash compensation and equity grants payable to Scott Dahnke are paid directly to or transferred from Mr. Dahnke to a donor advised fund affiliated with Mr. Dahnke. (7)Represents the grant date fair value associated with a restricted stock unit award of 1,424 shares of common stock made on May 29, 2024, with a fair value as of the grant date of $142.16 per share for an aggregate grant date fair value of $202,436. (8)Represents the grant date fair value associated with a restricted stock unit award of 1,012 shares of common stock made on August 1, 2024, with a fair value as of the grant date of $154.68 per share for an aggregate grant date fair value of $156,536. (9)Ms. Pretlow's service on the Board ended in 2024. (10)Represents the grant date fair value associated with a restricted stock unit award of 1,450 shares of common stock made on May 29, 2024, with a fair value as of the grant date of $142.16 per share for an aggregate grant date fair value of $206,132. (11)Represents the grant date fair value associated with a restricted stock unit award of 1,546 shares of common stock made on May 29, 2024, with a fair value as of the grant date of $142.16 per share for an aggregate grant date fair value of $219,779.

  24. Director Compensation Table

    | PROPOSAL 2: Advisory Vote to Approve Executive Compensation |

  25. Director Compensation Table

    This is a proposal asking stockholders to approve, on an advisory basis, the compensation of our Named Executive Officers as disclosed in this Proxy Statement as required under Section 14A of the Exchange Act. This proposal is commonly known as a “Say on Pay” proposal and gives our stockholders the opportunity to express their views on the compensation of our Named Executive Officers. The Company’s current policy is to hold a Say on Pay vote each year, and we expect to hold another advisory vote with respect to executive compensation at the 2026 Annual Meeting.

  26. Executive Summary

    | Executive Compensation Practices | | | What We Have | What We Do Not Have | | ✓ Rigorous, objective performance goals and EPS-funded bonus pool ✓ Long-term Incentive Program with 3-year goals ✓ Limited perquisites ✓ Competitive stock ownership guidelines and retention requirement ✓ Clawback policy covering cash incentives and stock awards ✓ Double-trigger change-in-control arrangements ✓ Independent compensation consultant and Board Compensation Committee ✓ Annual risk assessment of compensation policies and programs | × No “golden parachute” gross-ups × No hedging/pledging/short sales of Company stock × No dividends paid on unvested shares × No options/stock appreciation rights, or SARs, granted below fair market value × No supplemental retirement benefits × No repricing or cash out of underwater options/SARs without stockholder approval × No excessive severance or excessive perquisites × No single-trigger change-in-control arrangements × No guaranteed salary increases, bonuses or long-term incentive awards |

  27. Executive Summary

    Stock Split On July 9, 2024, the Board declared a two-for-one stock dividend paid to each outstanding holder of the Company’s common stock. In connection with the Stock Split, the shares reserves for the Company’s equity incentive plans and all outstanding equity awards thereunder were adjusted to reflect the Stock Split, including those equity awards held by our Named Executive Officers. Additionally, all historical share and per share amounts, including EPS, were adjusted to reflect the Stock Split. Performance and Compensation Highlights Highlights of our strategic priorities, fiscal year performance and compensation program include:

  28. Executive Summary

    | 2024 Strategic Priorities | 2024 Compensation Program | | •Returning to Growth: long-term outlook driven by core brand growth, category growth, emerging brand growth and B2B relationships. •Elevating World-Class Customer Service: improving delivery services to our customers and enhancing channel experiences. •Driving Earnings: operating margin supported by supply chain efficiencies, pricing power, e-commerce sales mix, retail optimization, ad cost investment and cost control. | •Annual Bonus: continued to use achievement of EPS performance to fund our bonus plan and allocate awards to reflect brand/operational performance. •RSUs: awarded RSUs with 4-year prorated, time-based vesting to attract and retain talent and reward individual performance and contribution. •PSUs: continued to award PSUs that are earned based on achievement of pre-set 3-year goals for revenue growth, earnings growth, ROIC and operating cash flow. | | Fiscal 2024 Business Highlights | | | •Comparable brand revenue of -1.6%, which exceeded expectations. •One-Year TSR of 106% and Three-Year TSR of 191%. •Operating income of approximately $1.43 billion, including the Adjustment; without the Adjustment, operating income of approximately $1.38 billion.(1) •Gross margin of 46.5%, including the Adjustment; without the Adjustment, gross margin of 45.8%(1), up 320 basis points. •Diluted EPS, including the Adjustment, of $8.79; without the Adjustment, diluted EPS of $8.50(1), which reflects 16.8% EPS growth compared to fiscal 2023. •Produced ROIC of 54.0%(1), primarily driven by strong earnings. (1) Our fiscal 2024 incentive compensation programs used financial metrics that exclude the impact of the Adjustment. See Appendix A for a discussion of the Adjustment and the calculation of ROIC. | |

  29. Executive Summary

    | CEO Pay Component | 2024 Amount | % Change from 2023 | | Base Salary | $1,600,000 | — | | Annual Bonus Target | $3,200,000 | — | | PSUs at Target (2024-26 performance period) | $9,000,000 | 13% | | RSUs | $7,000,000 | 17% | | Target Total Direct Compensation | $20,800,000 | 11% |

  30. Executive Summary

    | CEO Pay Component | 2024 Amount(1) | % of Target Award(1) | | Annual Bonus Award | $10,000,000 | 313% | | Value of PSUs Earned at Fiscal 2024 Year-End (2022-24 performance period)(2) | $32,597,270 | 211% |

  31. Executive Summary

    We are committed to reviewing our executive compensation program against best practices and, for 2025 have increased the weighting of PSUs for our CEO to 63% PSUs and 37% RSUs.

  32. Fiscal 2024 Incentive Payout Summary

    Fiscal 2024 Incentive Payout Summary We have a strong pay-for-performance philosophy and culture, and we are diligent in critiquing our goals, performance and associated payouts. Our annual incentive payouts are governed by our 2021 Incentive Bonus Plan, as amended on March 21, 2025, which has established the threshold performance goal for bonuses as positive net cash flow provided by operating activities, as set forth in the Company’s consolidated statements of cash flows. Annually, the Compensation Committee sets a secondary performance goal to guide its use of discretion in determining whether to reduce bonus amounts from the maximum permitted under the 2021 Incentive Bonus Plan; the Compensation Committee typically expects to pay bonuses at target levels if the secondary performance goal is met at target. For the fiscal 2024 bonus plan under the 2021 Incentive Bonus Plan, which we refer to as the “Annual Bonus Plan”, the Compensation Committee set the secondary performance goal as a diluted EPS target of $7.72 (excluding extraordinary non-recurring charges from GAAP EPS for fiscal 2024, including any amounts payable to covered employees under the 2021 Incentive Bonus Plan). Our incentive plans are based on pre-determined goals and individual performance. Over time, awards have fluctuated significantly, based on financial results and overall performance, resulting in a culture of high-performance and accountability. PSU payouts are formulaic based on financial performance, whereas Annual Bonus Plan awards factor in both financial performance and individual performance, which we feel reflects a holistic and individualized incentive determination. Over the prior ten years (2015-2024), the annual bonus plan for each respective year had corporate multipliers (financial performance) within the range of 81% –175% of target (average of 123% of target). However, during that time period, upon management’s recommendation, the Compensation Committee has often applied negative discretion in determining actual bonus plan pool funding in order to better align pay with performance, and has approved bonus plan pool funding amounts ranging from 71% to 175% of target (average of 115% of target). During that same time period, PSUs have paid out between 0% – 248% of target (average payout of 180% of target). Annual Bonus Plan For fiscal 2024, the performance range to trigger the Annual Bonus Plan pool funding was set at a threshold performance of 89% of target EPS and maximum of 111% of target EPS, with results adjusted, as in prior years, to exclude or include (i) any extraordinary non-recurring or unusual items, (ii) the effect of any changes in accounting principles affecting the Company’s or a business unit’s reported results, as approved by the Chair of the Compensation Committee, and (iii) the effects of any out-of-period adjustment. The EPS after such adjustments is referred to as “actual adjusted EPS”. In setting the target EPS goal for the year, the Compensation Committee took into consideration headwinds the Company anticipated in the year, including the deceleration of the housing market, expected impact of higher interest rates and geopolitical instability. Ultimately, the Compensation Committee set an EPS funding goal of $7.72 for the Annual Bonus Plan. This was 6% higher than the fiscal 2023 target ($7.30) and 4% higher than fiscal 2023 actual adjusted EPS ($7.43). To determine individual award levels for Executive Officer bonuses, the Compensation Committee considered the following factors: actual adjusted EPS, delivery of stockholder value and individual business unit performance. Finally, for participants to be eligible for any bonus payout, achievement of positive net cash flow from operating activities was required in the fiscal year 2024. As outlined on page 43, this performance trigger was achieved. The chart below illustrates the year-over-year changes of our target EPS goal under our 2021 Incentive Bonus Plan, as well as the actual adjusted EPS for purposes of funding our annual bonus plan for the fiscal years 2015 to 2024. The Compensation Committee believes that annual target EPS is set at challenging level, taking into account the prior year’s performance, external expectations and the current year’s guidance. Annual Bonus - EPS Performance Goals FY15 - FY24 For fiscal 2024, the Annual Bonus Plan design and results were as follows:

  33. Fiscal 2024 Incentive Payout Summary

    | Level | % of Goal | EPS Funding Goals | % of Target Pool Funded | Actual Adjusted EPS | Actual Pool Funding | | Below Threshold...... | < 89% | < $6.90 | 0% | $8.50(1) (110.2% of $7.72 target) | 150.6% | | Threshold................ | 89% | $6.90 | 39.0% | | | | Target..................... | 100% | $7.72 | 100.0% | | | | Maximum............... | 111% | $8.57 | 165.0% | | |

  34. Fiscal 2024 Incentive Payout Summary

    (1) Derived from diluted EPS and excludes the Adjustment, with an impact of $0.29 in EPS. There were no additional adjustments in fiscal 2024. See Appendix A for a discussion of the Adjustment. Based on our EPS performance in fiscal 2024 as measured under our Annual Bonus Plan (an actual adjusted EPS of $8.50, which is derived from diluted EPS and excludes the Adjustment, with an impact of $0.29 (see Appendix A for a discussion of the Adjustment)), the Company achieved Annual Bonus Plan pool funding at 161% of target and, upon management’s recommendation, the Compensation Committee applied negative discretion to reduce funding to 151% of target. The bonus plan pool funding levels achieved for fiscal 2023 and fiscal 2022 were 115% and 71%, respectively. Performance-Based RSUs The PSU grants made in 2022 were subject to achievement of three-year performance and were weighted equally across four relevant financial metrics: Revenue Growth (3-year CAGR), GAAP EPS (3-year CAGR), Operating Cash Flow (3-year average) and ROIC (3-year average). These performance metrics cover fiscal 2022 through fiscal 2024 and were established at the time of grant. The PSUs are earned based on actual three-year performance against each of the four metrics relative to target, subject to certain pre-established adjustments, and vest on the third anniversary of the grant date. As shown in the table below, actual performance resulted in the vesting of 211% of the target number of PSUs. For fiscal year 2024 metrics, actual performance excluded the impact of the Adjustment (see Appendix A for a discussion of the Adjustment).

  35. Fiscal 2024 Incentive Payout Summary

    | PSU Metric | Goal (at Target) | Actual | Payout (% of Target) | | Revenue Growth (3-Year CAGR).......................... | 5% | (2.2)% | 0% | | EPS (3-Year CAGR)........................................... | 5% | 9.8% | 245% | | Operating Cash Flow (3-Year Avg.)....................... | $800M | $1,408M | 300% | | ROIC (3-Year Avg.)............................................ | 33.5% | 51.5% | 300% | | | | TOTAL | 211% |

  36. Fiscal 2024 Incentive Payout Summary

    As with our Annual Bonus Plan, we believe our PSU grants are set using challenging performance targets and are fully aligned with the rigorous expectations and long-term interests of our stockholders. As shown in the chart below, targets for past grants have been consistently set above the median of our peer group’s prior-year performance. The chart below shows the average relative positioning of PSU goals over the past five PSU cycles (FY18 to FY22 PSU programs).

  37. Our Peer Group

    Our Peer Group The Compensation Committee uses a peer group composed of public companies in the retail industry to review competitive compensation data for the Company’s executives. The Compensation Committee evaluates this peer group on an annual basis to ensure that the companies selected remain appropriate. The peer group for fiscal 2024 was selected by the Compensation Committee based on the guiding criteria described below, with advice from Pay Governance LLC, the Compensation Committee’s independent executive compensation consultant. Certain peer companies may not meet all selection criteria but are included because they are direct competitors of our business, direct competitors for our executive talent, have a comparable business model or for other reasons. Our Fiscal 2024 Peer Group For fiscal 2024, the Compensation Committee reviewed the peer group using the following criteria for selection:

  38. Our Peer Group

    | Selection Criteria | Targeted Range | | Industry | Home Furnishing Retail; Apparel Retail; Ecommerce Companies; Other Select Retailers (specialty stores, department stores, global brands) | | Revenues | $4B – $17B | | Market Capitalization | $4B – $17B | | Publicly traded and based in the U.S. | | | Geographic competitor for talent | | | Performance: growth in revenue and net income; key industry performance metrics | | | Qualitative factors: similar product offerings; key competitor for business/talent; listed as a peer in proxy advisor reports; large or emerging ecommerce presence and/or international presence; beloved by their customers; modern, forward-thinking retail experience; S&P Global ESG Score. | |

  39. Our Peer Group

    The Compensation Committee made no adjustments to the peer group for 2024 as compared to 2023. The fiscal 2024 peer group consists of the following 13 companies:

  40. Our Peer Group

    | Fiscal 2024 Peer Group | | | | Bath & Body Works, Inc. | Levi Strauss & Co | Tapestry, Inc. | | Capri Holdings Limited | Lululemon Athletica Inc. | Ulta Beauty, Inc. | | eBay Inc. | PVH Corp. | V.F. Corporation | | The Gap, Inc. | Ralph Lauren Corporation | Wayfair Inc. | | | RH (Restoration Hardware Holdings) | |

  41. Our Peer Group

    Our Fiscal 2025 Peer Group For fiscal 2025, the Compensation Committee reviewed the peer group using revised criteria for selection:

  42. Our Peer Group

    | Selection Criteria | Targeted Range | | Industry | Home Furnishing Retail; Apparel Retail; Ecommerce Companies; Other Select Retailers (specialty stores, department stores, global brands) | | Revenues | $3B – $15B | | Market Capitalization | $10B – $40B | | Publicly traded and based in the U.S. | | | Geographic competitor for talent | | | Performance: growth in revenue and net income; key industry performance metrics | | | Qualitative factors: similar product offerings; key competitor for business/talent; listed as a peer in proxy advisor reports; large or emerging ecommerce presence and/or international presence; beloved by their customers; modern, forward-thinking retail experience; S&P Global ESG Score. | |

  43. Our Peer Group

    The Compensation Committee made no adjustments to the peer group for 2025 as compared to 2024.

  44. Overview of Chief Executive Officer Compensation for Fiscal 2024

    | Compensation Element | Level / Result | | Base Salary | $1,600,000 | | Target Bonus % | 200% of salary | | Target Bonus $ | $3,200,000 | | Performance-Based RSUs | $9,000,000 | | Time-Based RSUs | $7,000,000 | | FY 2024 Annual Bonus Achievement | | | Actual FY 2024 Bonus % | 313% of target | | Actual FY 2024 Bonus $ | $10,000,000 | | FY 2022 – FY 2024 PSU Achievement | | | FY 2022 – 2024 PSU Target Shares | 73,090 PSUs | | FY 2022 – 2024 PSU Payout % | 211% of target shares | | FY 2022 – 2024 PSU Payout | 154,219 PSUs |

  45. Components of Our Compensation Program, 2024 Decisions and the Decision-Making Process

    Components of Our Compensation Program, 2024 Decisions and the Decision-Making Process Our compensation program for our NEOs is designed to create long-term value for stockholders and to attract, motivate and retain outstanding executives, while providing target compensation that is significantly “at risk” and performance-based. NEO Target Pay Mix As shown in the charts below, approximately 58% of Ms. Alber’s target compensation is tied directly to performance conditions (bonus and PSUs). An additional 34% is “at risk” via service conditions and stock price (RSUs). The other NEOs, on average, have 50% of target compensation tied directly to performance conditions and another 29% “at risk.” We believe this mix of pay provides strong incentives for our NEOs to remain with the Company and continue creating value for our stockholders.

  46. Components of Our Compensation Program, 2024 Decisions and the Decision-Making Process

    Annual Cash Bonus Cash bonuses are awarded to our NEOs under the Annual Bonus Plan and paid only when threshold Company and business objectives are met or exceeded. Our 2021 Incentive Bonus Plan sets a positive net cash flow provided by operating activities, as disclosed on the Company’s consolidated statements of cash flow, as the threshold performance goal that must be achieved for a bonus payout under the plan. Additionally, at the beginning of each fiscal year, the Compensation Committee reviews and establishes bonus targets for each NEO and threshold, target and maximum EPS goals under the 2021 Incentive Bonus Plan, which determines the fiscal year bonus plan and the funding pool from which executive bonuses are paid. Additional design details are provided on page 38. The threshold goal of positive net cash flow provided by operating activities was met in fiscal 2024, and the Compensation Committee used negative discretion to determine the actual payout to each NEO based on achievement of the EPS goal and individual performance, as described below. Fiscal 2024 Bonus Targets At a meeting held in March 2024, the Compensation Committee reviewed the bonus targets under the Annual Bonus Plan for each NEO. The Compensation Committee considered the recommendations of the Chief Executive Officer for bonuses for each NEO (other than with respect to her own bonus), as well as the following factors: • Each executive’s respective responsibilities; • The relationship of the bonus target to other compensation elements; • Whether the established bonus targets are effective in motivating our executives to deliver strong performance; and • The bonus targets set by our peer group. In an executive session at that meeting, without the Chief Executive Officer present, the Compensation Committee reviewed Ms. Alber’s bonus target against our peer group and concluded that her bonus target would remain unchanged for fiscal 2024. The following table shows the target bonuses as a percentage of base salary under the Bonus Plan for fiscal 2024 for our NEOs, which did not change from fiscal 2023.

  47. Components of Our Compensation Program, 2024 Decisions and the Decision-Making Process

    | Named Executive Officer | Fiscal 2024 Target Bonus (as a Percentage of Base Salary) | | Laura Alber | 200% | | Jeff Howie | 100% | | Monica Bhargava | 100% | | David King | 100% | | Karalyn Yearout | 100% |

  48. Components of Our Compensation Program, 2024 Decisions and the Decision-Making Process

    Our Bonus Performance Goal – EPS The pool from which Company-wide bonuses are paid depends on our achievement of a target EPS goal established by the Compensation Committee. For fiscal 2024, the Compensation Committee set a target EPS goal of $7.72. Consistent with prior years, in determining if the target EPS goal has been met, the Compensation Committee adjusts the Company’s diluted EPS to exclude or include (i) any extraordinary non-recurring or unusual items, (ii) the effect of any changes in accounting principles affecting the Company’s or a business unit’s reported results, as approved by the Chair of the Compensation Committee, and (iii) the effects of any out-of-period adjustment. For fiscal 2024, the only adjustment made to diluted EPS was to exclude $0.29 per share, which represents the impact of the Adjustment of $49 million in the first quarter of fiscal 2024, resulting in an actual adjusted EPS of $8.50. See Appendix A for a discussion of the Adjustment. Based on the actual adjusted EPS, the Company achieved performance of an Annual Bonus Plan pool funding level of 161% of target pool funding. The Compensation Committee, taking into consideration management’s recommendation, applied negative discretion to reduce the pool funding to 151% of target. Additional design details and results are provided beginning on page 38. Individual and Business Unit Bonus Objectives Once the threshold performance goal is achieved, which establishes the maximum potential bonus payable under the Annual Bonus Plan to each NEO and which is subject to the Compensation Committee’s discretion to reduce such amount, and once the bonus pool has been funded based on actual adjusted EPS performance under the Annual Bonus Plan, individual performance is assessed in order to determine the payout of bonuses from the pool. The Compensation Committee believes that the achievement of individual objectives is critical to the overall success of the Company and, as such, bonuses are paid, in part, to reflect individual achievement. For example, if an executive fails to fully meet some or all individual objectives, the executive’s bonus may be significantly reduced or even eliminated. Conversely, if the objectives are overachieved, awards may exceed the Annual Bonus Plan’s pool funding level percentage and may be subject to less or no reduction from the maximum amount payable to the executive, based on our achievement of the threshold positive net cash flow goal described above. The Compensation Committee decides the bonus amount, if any, for the Chief Executive Officer in an executive session in which the Chief Executive Officer is not present. In March 2025, the Compensation Committee reviewed the fiscal 2024 performance of each NEO, and considered the recommendations of the Chief Executive Officer for each of the NEOs other than herself. For fiscal 2024, the Compensation Committee approved the bonus payments in the table below under the Annual Bonus Plan for each participating NEO.

  49. Components of Our Compensation Program, 2024 Decisions and the Decision-Making Process

    | Named Executive Officer | Fiscal 2024 Bonus Amount | Fiscal 2024 Bonus (as a Percentage of Target) | | Laura Alber | $10,000,000 | 313% | | Jeff Howie | $3,200,000 | 337% | | Monica Bhargava | $1,800,000 | 212% | | David King | $1,800,000 | 255% | | Karalyn Yearout | $1,800,000 | 267% |

  50. Components of Our Compensation Program, 2024 Decisions and the Decision-Making Process

    | Named Executive | Key Accomplishments | | Laura Alber | Ms. Alber has served as our Chief Executive Officer since 2010, our President since 2006 and as a member of our Board since 2010. Her leadership has been critical to our strong financial performance, especially in the uncertain housing market that we have experienced over the past few years. Notably, fiscal 2024 saw diluted EPS of $8.50(1), operating income of $1.38 billion(1), a record annual operating margin of 17.9%(1) and comparable brand revenue of -1.6%, each of which exceeded external estimates. Additionally, under Ms. Alber’s leadership, the Company saw TSR that significantly exceeded the Company’s peer group and S&P 500 on both a one- and three-year basis and profitability that has doubled compared to before the pandemic. She also was instrumental in returning $4.1 billion to our stockholders over the last five years through dividends and the Company’s stock repurchase program. | | Jeff Howie | Mr. Howie has served as our Chief Financial Officer since 2022. In this role, he is responsible for Financial Planning & Analysis, Treasury, Investor Relations, Accounting, Tax, and Internal Audit. He also operationally oversees Business-to-Business, Real Estate and Store Development, and Corporate Facilities and Security. Mr. Howie helped to deliver strong EPS and operating margin results in fiscal 2024, both of which exceeded external estimates and drove the one- and three-year TSR of 106% and 191%, respectively. He also oversaw the Company’s capital allocation that generated a ROIC of 54.0%(2), which continues to be significantly above our peer group average. Additionally, Mr. Howie has facilitated continued growth in Business-to-Business and has supervised our retail optimization initiative, improving the profitability of our retail fleet. | | Monica Bhargava | Ms. Bhargava has served as the President of Pottery Barn since 2024. In this role, she is responsible for the merchandising, product development, inventory management, marketing, creative services, visual merchandising, brand finance and operations for the Pottery Barn brand. She has been with the Company since 2000 and, during her tenure, she has contributed to innovating the key drivers of Pottery Barn’s market share growth and to the brand’s reputation as a source of design inspiration. In fiscal 2024, Ms. Bhargava improved the brand’s sales trend and brand experience. She also led the brand’s focus on robust and innovative product newness across all brand departments and its increase in successful collaborations. | | David King | Mr. King has served as our General Counsel since 2011. In this role, he is responsible for overseeing corporate governance, litigation, intellectual property, employment, regulatory, marketing, contract, risk, business continuity, and loss prevention matters. He also manages the legal components of our global, strategic, and business development initiatives. In fiscal 2024, he coordinated the legal aspects of our stock split, ensured compliance with new Securities and Exchange Commission rules, led meetings with key investor governance teams and supervised all public filings. The Company’s legal department also aggressively and proactively protected the Company’s intellectual property, and managed offensive and defensive commercial litigation. | | Karalyn Yearout | Ms. Yearout has served as our Chief Talent Officer since 2019 and brings over 25 years of experience driving business transformations through talent and organizational strategy, including at other top retailers. In this role, she focuses on organizational design, talent acquisition, employment branding and engagement, culture shaping and total rewards. Ms. Yearout works closely with our Board on succession planning for our senior executives. In fiscal 2024, she was instrumental in our Board refreshment efforts, helping recruit and onboard two new Directors. |

  51. Components of Our Compensation Program, 2024 Decisions and the Decision-Making Process

    (1) EPS, operating income and operating margin are all shown excluding the Adjustment. See Appendix A for a discussion of the Adjustment. (2) See Appendix A for the calculation of ROIC. Long-Term Incentives The Compensation Committee believes that long-term equity compensation awards encourage our executives to work toward the Company’s long-term business and strategic objectives and to maximize long-term stockholder returns. In addition, the Compensation Committee believes that equity awards incentivize executives to remain with the Company. In determining the long-term incentive awards for fiscal 2024, the Compensation Committee considered the experience and individual performance of the executive team, the unvested value of equity awards remaining in fiscal 2024 and relevant market data. In fiscal 2024, equity was granted to our NEOs in the form of PSUs and RSUs. PSUs were granted with variable payout based on achievement of predetermined three-year performance goals. The Compensation Committee believes that granting equity in the form of PSUs and RSUs drives strong performance, aligns each executive’s interests with those of stockholders and provides an important and powerful retention tool. For 2024, for our NEOs other than our CEO, we increased the mix of PSUs to 50%, up from 40%.

  52. Components of Our Compensation Program, 2024 Decisions and the Decision-Making Process

    | Component | Weighting (CEO/NEOs) | Time Frame (Vesting) | Purpose | Fiscal 2024 Performance Linkage | | Performance-Based RSUs (PSUs) | 56%/50% | 3-year performance targets and cliff vesting | •Motivate achievement of the key indicators of Company success that best drive stockholder value •Reward for attainment of long-term performance and stockholder value creation •Attract and retain NEOs long-term •Provide opportunity to build ownership in the Company | •Weighted across scorecard of relevant financial metrics that are aligned with stockholder interests: ◦Revenue Growth (3-year CAGR) (weighted 20%) ◦EPS (3-year CAGR) (weighted 20%) ◦Operating Cash Flow (3-year average) (weighted 30%) ◦ROIC (3-year average) (weighted 30%) •Emphasis on stock price performance | | Time-Based RSUs | 44%/50% | 4-year pro-rated vesting | •Attract and retain NEOs long-term •Provide opportunity to build ownership in the Company •Align interests with stockholders | •Emphasis on stock price performance |

  53. Components of Our Compensation Program, 2024 Decisions and the Decision-Making Process

    | Level | % of Target PSUs | | Below Threshold................................... | 0% | | Threshold............................................ | 50% | | Target................................................. | 100% | | Above Target....................................... | 200% | | Maximum (and above)........................... | 300% |

  54. Components of Our Compensation Program, 2024 Decisions and the Decision-Making Process

    The Compensation Committee established the three-year performance goals for the PSUs by reference to historical Company performance, our fiscal 2024 budget and our three-year earnings growth plan, which were presented to and reviewed by our Board. The PSU performance period will run from fiscal 2024 through fiscal 2026. We do not disclose the specific goals utilized until the completion of the performance period due to confidentiality and competitive concerns. We believe that the goals were set at challenging levels and are fully aligned with the rigorous expectations and long-term interests of our stockholders. The Compensation Committee considered the recommendations of the Chief Executive Officer in determining the type and number of equity awards granted to each NEO (other than her own), which were based on: •The executive’s performance and contribution to the profitability of the Company; •The type and number of awards previously granted to each executive; •The executive’s outstanding equity awards; •The vesting schedule of the executive’s outstanding equity awards; •The optimal mix between long-term incentive awards and other types of compensation, such as base salary and bonus; •The relative value of awards offered by peer companies to executives in comparable positions; and •Additional factors, including increased responsibilities, succession planning and retention strategy. The Compensation Committee believes that each factor influences the number of shares appropriate for each individual and that no one factor is determinative. In determining the long-term incentive grant for the Chief Executive Officer, the Compensation Committee considered several factors, including the Company’s performance, the assessment by the Compensation Committee of the Chief Executive Officer’s performance and peer market data. Annual RSU and PSU equity grants approved by the Compensation Committee in March 2024, with an effective grant date of March 22, 2024, were as follows:

  55. Components of Our Compensation Program, 2024 Decisions and the Decision-Making Process

    | Named Executive Officer | Target Equity Value(1) | Number of Restricted Stock Units | Number of Performance Stock Units (at Target) | | Laura Alber | $16,000,000 | 44,708 | 57,484 | | Jeff Howie | $3,500,000 | 11,176 | 11,176 | | Monica Bhargava | $3,000,000 | 9,580 | 9,580 | | David King | $1,500,000 | 4,790 | 4,790 | | Karalyn Yearout | $1,500,000 | 4,790 | 4,790 |

  56. Components of Our Compensation Program, 2024 Decisions and the Decision-Making Process

    (1) Please see “Grants of Plan-Based Award Table” on page 55for accounting values. PSUs Granted in Fiscal 2022 In fiscal 2022, the Compensation Committee granted PSUs to Laura Alber, Jeff Howie, Monica Bhargava, David King and Karalyn Yearout. The PSU grants made in 2022 were subject to achievement of three-year performance, weighted equally across four relevant financial metrics: Revenue (3-year CAGR), EPS (3-year CAGR), Operating Cash Flow (3-year average), and ROIC (3-year average). These performance metrics covered fiscal 2022 through fiscal 2024, were established in March 2022 and were subject to certain pre-established adjustments. In March 2025, the Compensation Committee determined that actual performance resulted in the vesting of 211% of the target number of PSUs. For fiscal year 2024 metrics, actual performance excluded the impact of the Adjustment (see Appendix A for a discussion of the Adjustment).

  57. Components of Our Compensation Program, 2024 Decisions and the Decision-Making Process

    | PSU Metric | Goal (at Target) | Actual | Payout (% of Target) | | Revenue Growth (3-Year CAGR) | 5% | (2.2)% | 0% | | EPS (3-Year CAGR) | 5% | 9.8% | 245% | | Operating Cash Flow (3-Year Avg.) | $800M | $1,408M | 300% | | ROIC (3-Year Avg.) | 33.5% | 51.5% | 300% | | | | TOTAL | 211% |

  58. Components of Our Compensation Program, 2024 Decisions and the Decision-Making Process

    | Named Executive Officer | Number of Performance Stock Units (at Target) | Number of Performance Stock Units Earned | | Laura Alber | 73,090 | 154,219 | | Jeff Howie | 29,586 | 62,425 | | Monica Bhargava | 3,654 | 7,709 | | David King | 7,308 | 15,419 | | Karalyn Yearout | 4,568 | 9,638 |

  59. Additional Information

    Beginning in 2012, the Compensation Committee ceased granting stock options or similar awards as part of our compensation program. As such, we do not grant stock options or similar awards in anticipation of the release of material nonpublic information that is likely to result in changes to the price of our common stock, such as a significant positive or negative earnings announcement, or time the public release of such information based on stock option grant dates. In addition, we do not grant stock options or similar awards during periods in which there is material nonpublic information about our company, including (i) during “blackout” periods or outside a “trading window” established in connection with the public release of earnings information under our insider trading policy, or (ii) at any time during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses material nonpublic information. These restrictions do not apply to RSUs or other types of equity awards that do not include an exercise price related to the market price of our common stock on the date of grant. Our executive officers would not be permitted to choose the grant date for any stock option grants. During fiscal year 2024, we have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. During fiscal 2024, none of our NEOs were awarded stock options. Internal Revenue Code Section 162(m) While Section 162(m) of the Internal Revenue Code places a limit of $1 million on the amount of compensation that we may deduct as a business expense in any year with respect to certain of our most highly paid executive officers, the Compensation Committee retains the discretion to award and pay compensation that is not deductible as it believes that it is in the best interests of our stockholders to maintain flexibility in our approach to executive compensation and to structure a program that we consider to be the most effective in attracting, motivating and retaining key executives.

  60. Summary Compensation Table

    Summary Compensation Table This table sets forth certain annual and long-term compensation earned by or granted to our Named Executive Officers. For more information on the realized pay of our Named Executive Officers, please see “Overview of Chief Executive Officer Compensation for Fiscal 2024” on page 42, “Components of Our Compensation Program, 2024 Decisions and the Decision-Making Process,” beginning on page 42, and “PSUs Granted in Fiscal 2022” on page 47.

  61. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary(1) | Bonus | Stock Awards(2)(3) | Option Awards | Non-Equity Incentive Plan Compensation(4) | All Other Compensation(5)(6) | Total | | Laura Alber | 2024 | $1,600,000 | — | $15,999,690 | — | $10,000,000 | $92,684 | $27,692,374 | | Director, President, and Chief Executive Officer | 2023 | $1,600,000 | — | $13,999,878 | — | $8,000,000 | $96,662 | $23,696,540 | | | 2022 | $1,592,307 | — | $11,999,916 | — | $3,700,000 | $30,032 | $17,322,255 | | Jeff Howie | 2024 | $942,308 | — | $3,499,541 | — | $3,200,000 | $25,356 | $7,667,205 | | Executive Vice President, Chief Financial Officer | 2023 | $900,000 | — | $3,499,880 | — | $2,500,000 | $20,730 | $6,920,610 | | | 2022 | $915,209 | — | $6,499,648 | — | $1,750,000 | $19,661 | $9,184,518 | | Monica Bhargava | 2024 | $850,000 | — | $2,999,785 | — | $1,800,000 | $25,364 | $5,675,149 | | President, Pottery Barn Brand | | | | | | | | | | David King | 2024 | $700,385 | — | $1,499,893 | — | $1,800,000 | $23,831 | $4,024,109 | | Executive Vice President, General Counsel | 2023 | $675,000 | — | $1,499,813 | — | $1,400,000 | $21,408 | $3,596,221 | | | 2022 | $669,615 | — | $1,999,877 | — | $700,000 | $18,846 | $3,388,338 | | Karalyn Yearout | 2024 | $671,154 | — | $1,499,893 | — | $1,800,000 | $15,178 | $3,986,225 | | Executive Vice President, Chief Talent Officer | 2023 | $650,000 | — | $1,249,983 | — | $1,400,000 | $12,150 | $3,312,133 |

  62. Summary Compensation Table

    (1) Variances in the salary column versus annual base salary rate are a result of the timing of paychecks issued in a given fiscal year. (2) Represents the grant date fair value of performance stock unit and restricted stock unit awards granted in fiscal 2024, fiscal 2023 and fiscal 2022, as calculated in accordance with FASB ASC Topic 718 by multiplying the closing price of our stock on the trading day prior to the grant date of the awards (as determined in accordance with FASB ASC Topic 718) by the number of units granted. The number of restricted stock units and performance stock unit awards granted is determined by dividing the total monetary value of each award by the closing price of our common stock on the trading day prior to the grant date, rounding down to the nearest whole share. (3) The amounts in the stock awards column include the fair market value of performance stock unit awards assuming probable achievement of the performance goal at target levels resulting in the following fair market values for the performance stock unit awards: Ms. Alber – $8,999,982 (fiscal 2024), $7,999,913 (fiscal 2023) and $5,999,958 (fiscal 2022); Mr. Howie - $1,749,770 (fiscal 2024), $1,399,904 (fiscal 2023) and $2,299,837 (fiscal 2022); Ms. Bhargava – $1,499,893 (fiscal 2024); Mr. King – $749,946 (fiscal 2024), $599,925 (fiscal 2023) and $599,914 (fiscal 2022); and Ms. Yearout – $749,946 (fiscal 2024) and $374,983 (fiscal 2023). Assuming maximum achievement of the performance goal, the fair market value of those performance stock units would be: Ms. Alber – $26,999,947 (fiscal 2024), $23,999,740 (fiscal 2023) and $17,999,874 (fiscal 2022); Mr. Howie – $5,249,311 (fiscal 2024), $4,199,713 (fiscal 2023) and $6,899,510 (fiscal 2022); Ms. Bhargava – $4,499,678 (fiscal 2024); Mr. King – $2,249,839 (fiscal 2024), $1,799,775 (fiscal 2023) and $1,799,741 (fiscal 2022); and Ms. Yearout – $2,249,839 (fiscal 2024) and $1,124,949 (fiscal 2023). (4) Represents amounts earned under the Company’s 2021 Incentive Bonus Plan for fiscal 2024, fiscal 2023 and fiscal 2022. (5) Details are provided in the “Other Annual Compensation from Summary Compensation Table” below. (6) Excludes dividend equivalent payments, which were previously factored into the grant date fair value of disclosed equity awards.

  63. Grants of Plan-Based Awards

    Grants of Plan-Based Awards This table sets forth certain information regarding all grants of plan-based awards made to the Named Executive Officers during fiscal 2024.

  64. Grants of Plan-Based Awards

    | | Grant Date(1) | Compensation Committee Approval Date(1) | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards(4) | | | | | Threshold | Target(2)(3) | Maximum(3) | Threshold (#) | Target (#) | Maximum (#) | | | | Laura Alber | | | — | $3,200,000 | $10,000,000 | — | — | — | — | — | | | 3/22/2024 | 3/21/2024(5) | — | — | — | — | — | — | 44,708 | $6,999,708 | | | 3/22/2024 | 3/21/2024(6) | — | — | — | 28,742 | 57,484 | 172,452 | — | $8,999,982 | | Jeff Howie | | | — | $950,000 | $10,000,000 | — | — | — | — | — | | | 3/22/2024 | 3/21/2024(5) | — | — | — | — | — | — | 11,176 | $1,749,770 | | | 3/22/2024 | 3/21/2024(6) | — | — | — | 5,588 | 11,176 | 33,528 | — | $1,749,770 | | Monica Bhargava | | | — | $850,000 | $10,000,000 | — | — | — | — | — | | | 3/22/2024 | 3/21/2024(5) | | | | | | | 9,580 | $1,499,893 | | | 3/22/2024 | 3/21/2024(6) | — | — | — | 4,790 | 9,580 | 28,740 | — | $1,499,893 | | David King | | | | $705,000 | $10,000,000 | — | — | — | — | — | | | 3/22/2024 | 3/21/2024(5) | — | — | — | — | — | — | 4,790 | $749,946 | | | 3/22/2024 | 3/21/2024(6) | — | — | — | 2,395 | 4,790 | 14,370 | — | $749,946 | | Karalyn Yearout | | | — | $675,000 | $10,000,000 | — | — | — | — | — | | | 3/22/2024 | 3/21/2024(5) | — | — | — | — | — | — | 4,790 | $749,946 | | | 3/22/2024 | 3/21/2024(6) | — | — | — | 2,395 | 4,790 | 14,370 | — | $749,946 |

  65. Grants of Plan-Based Awards

    (1) The approval date represents the date that the Compensation Committee approved the stock award. The grant date represents the grant date of the stock awards as determined in accordance with FASB ASC 718, which is the same date that the Compensation Committee determined that the stock award grants would become effective. (2) Target potential payment for each eligible executive pursuant to our established incentive targets. (3) As described in the section titled “Fiscal 2024 Incentive Payout Summary” in the Compensation Discussion and Analysis on page 38, the threshold performance goal for the Annual Bonus Plan was positive net cash flow provided by operating activities, as set forth in the Company’s consolidated statements of cash flows, and the secondary performance goal was set as an EPS target of $7.72. As further described in the section titled “Components of our Compensation Program, 2024 Decisions and the Decision-Making Process—Annual Cash Bonus” in the Compensation Discussion and Analysis on page 43, the Annual Bonus Plan’s threshold performance goal was achieved and the secondary performance goal was achieved between target and maximum levels. (4) Represents the grant date fair value of awards granted in fiscal 2024, as calculated in accordance with FASB ASC Topic 718 by multiplying the closing price of our stock on the trading day prior to the grant date of the awards (as determined in accordance with FASB ASC Topic 718) by the number of units granted. (5) Grants of restricted stock units. See the section titled “Components of our Compensation Program, 2024 Decisions and the Decision-Making Process—Long-Term Incentives” in the Compensation Discussion and Analysis beginning on page 46 and the footnotes to the “Outstanding Equity Awards at Fiscal Year-End” table beginning on page 56 for more information regarding these grants. (6) Grants of performance stock units. See the section titled “Components of our Compensation Program, 2024 Decisions and the Decision-Making Process—Long-Term Incentives” in the Compensation Discussion and Analysis beginning on page 46 and the footnotes to the “Outstanding Equity Awards at Fiscal Year-End” table beginning on page 56 for more information regarding these grants.

  66. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following tables set forth information regarding equity awards held by our Named Executive Officers on February 2, 2025.

  67. Outstanding Equity Awards at Fiscal Year-End

    | Name | Number of Shares or Units of Stock that have not Vested(#) | Market Value of Shares or Units of Stock that have not Vested(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not Vested(#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have not Vested(1)(4) | | Laura Alber | 44,708(2) | $9,449,930 | — | — | | | — | — | 172,452(3) | $36,451,179 | | | 75,580(4) | $15,975,345 | — | — | | | — | — | 403,086(5) | $85,200,288 | | | 36,546(6) | $7,724,728 | — | — | | | 154,219(7) | $32,597,270 | — | — | | | 17,378(8) | $3,673,188 | — | — | | Jeff Howie | 11,176(2) | $2,362,271 | — | — | | | — | — | 33,528(3) | $7,086,813 | | | 26,454(4) | $5,591,582 | — | — | | | — | — | 70,536(5) | $14,909,194 | | | 13,968(9) | $2,952,416 | — | — | | | 39,296(10) | $8,305,996 | — | — | | | 12,790(6) | $2,703,422 | — | — | | | 23,129(7) | $4,888,777 | — | — | | | 2,028(8) | $428,658 | — | — | | | 3,136(11) | $662,856 | — | — | | Monica Bhargava | 9,580(2) | $2,024,925 | — | — | | | | | 28,740(3) | $6,074,774 | | | 9,738(12) | $2,058,321 | — | — | | | — | — | 37,788(13) | $7,987,250 | | | 22,044(4) | $4,659,440 | — | — | | | | | 25,962(5) | $5,487,588 | | | 16,598(14) | $3,508,319 | — | — | | | 4,264(6) | $901,282 | — | — | | | 7,709(7) | $1,629,451 | — | — | | | 1,622(8) | $342,842 | — | — | | David King | 4,790(2) | $1,012,462 | — | — | | | — | — | 14,370(3) | $3,037,387 | | | 11,336(4) | $2,396,090 | — | — | | | — | — | 30,228(5) | $6,389,292 | | | 8,528(6) | $1,802,563 | — | — | | | 15,419(7) | $3,259,114 | — | — | | | 4,056(8) | $857,317 | — | — | | Karalyn Yearout | 4,790(2) | $1,012,462 | — | — | | | — | — | 14,370(3) | $3,037,387 | | | 11,022(4) | $2,329,720 | — | — | | | — | — | 18,894(5) | $3,993,625 | | | 5,330(6) | $1,126,602 | — | — | | | 9,638(7) | $2,037,184 | — | — | | | 2,028(8) | $428,658 | — | — |

  68. Outstanding Equity Awards at Fiscal Year-End

    (1)Based on a stock price of $211.37, the closing price of our common stock on January 31, 2025, the last business day of fiscal 2024. (2)Represents restricted stock units granted on March 22, 2024. The restricted stock units vest as follows: (i) 25% of the units vested on March 22, 2025; (ii) 25% of the units vest on March 22, 2026; (iii) 25% of the units vest on March 22, 2027; and (iv) 25% of the units vest on March 22, 2028, each subject to continued service. In addition, upon vesting, the executive receives a cash payment equal to dividends declared between the grant date and the vesting date. (3)Represents performance stock units granted on March 22, 2024. The grant date for these purposes is the date that the Compensation Committee approved the grant of the performance stock units. The performance stock units vest on March 22, 2027, subject to continued service and achievement of performance criteria. As required under the SEC rules, the shares above reflect a hypothetical maximum payout of 300% based on performance trending through the end of fiscal 2024. Actual amounts paid may be lower and will not be determined until the completion of the performance period. This award has a potential payout range of 0% for below threshold performance to 300% for maximum performance depending on the extent to which the performance criteria are achieved. In addition, upon vesting, the executive receives a cash payment equal to dividends declared between the grant date and the vesting date. (4)Represents restricted stock units granted on March 21, 2023. The restricted stock units vest as follows: (i) 25% of the units vested on March 21, 2024; (ii) 25% of the units vested on March 21, 2025; (iii) 25% of the units vest on March 21, 2026; and (iv) 25% of the units vest on March 21, 2027, each subject to continued service. In addition, upon vesting, the executive receives a cash payment equal to dividends declared between the grant date and the vesting date. (5)Represents performance stock units granted on March 21, 2023. The grant date for these purposes is the date that the Compensation Committee approved the grant of the performance stock units. The performance stock units vest on March 21, 2026, subject to continued service and achievement of performance criteria. As required under the SEC rules, the shares above reflect a hypothetical target payout of 300% based on performance trending through the end of fiscal 2024. Actual amounts paid may be lower and will not be determined until the completion of the performance period. This award has a potential payout range of 0% for below threshold performance to 300% for maximum performance depending on the extent to which the performance criteria are achieved. In addition, upon vesting, the executive receives a cash payment equal to dividends declared between the grant date and the vesting date. (6)Represents restricted stock units granted on March 21, 2022. The restricted stock units vest as follows: (i) 25% of the units vested on March 21, 2023; (ii) 25% of the units vested on March 21, 2024; (iii) 25% of the units vested on March 21, 2025; and (iv) 25% of the units vest on March 21, 2026, each subject to continued service. In addition, upon vesting, the executive receives a cash payment equal to dividends declared between the grant date and the vesting date. (7)Represents performance stock units granted on March 21, 2022. The grant date for these purposes is the date that the Compensation Committee approved the grant of the performance stock units. The performance stock units vest on March 21, 2025, subject to continued service. The shares above reflect a payout of 211% based on actual achievement of the performance criteria. See the section entitled “Components of our Compensation Program, 2024 Decisions and the Decision-Making Process—PSUs Granted in Fiscal 2022” in the Compensation Discussion and Analysis beginning on page 47 for more information regarding the achievement of the performance criteria. In addition, upon vesting, the executive will receive a cash payment equal to dividends declared between the grant date and the vesting date. (8)Represents restricted stock units granted on April 15, 2021. The restricted stock units vest as follows: (i) 25% of the units vested on April 15, 2022; (ii) 25% of the units vest on April 15, 2023; (iii) 25% of the units vest on April 15, 2024; and (iv) 25% of the units vest on April 15, 2025, each subject to continued service. In addition, upon vesting, the executive receives a cash payment equal to dividends declared between the grant date and the vesting date. (9)Represents restricted stock units granted on September 12, 2022. The restricted stock units vest as follows: (i) 25% of the units vested on September 12, 2023; (ii) 25% of the units vested on September 12, 2024; (iii) 25% of the units vest on September 12, 2025; and (iv) 25% of the units vest on September 12, 2026, each subject to continued service. In addition, upon vesting, the executive receives a cash payment equal to dividends declared between the grant date and the vesting date. (10)Represents performance stock units granted on September 12, 2022. The performance stock units vest on March 21, 2025, subject to continued service. The shares above reflect a payout of 211% based on actual achievement of the performance criteria. See the section entitled “Components of our Compensation Program, 2024 Decisions and the Decision-Making Process—PSUs Granted in Fiscal 2022” in the Compensation Discussion and Analysis beginning on page 47 for more information regarding the achievement of the performance criteria. In addition, upon vesting, the executive will receive a cash payment equal to dividends declared between the grant date and the vesting date. (11)Represents restricted stock units granted on February 23, 2021. The restricted stock units vest as follows: (i) 25% of the units vested on February 23, 2022; (ii) 25% of the units vested on February 23, 2023; (iii) 25% of the units vested on February 23, 2024; and (iv) 25% of the units vested on February 23, 2025. In addition, upon vesting, the executive receives a cash payment equal to dividends declared between the grant date and the vesting date. (12)Represents restricted stock units granted on August 1, 2023. The restricted stock units vest as follows: (i) 25% of the units vested on August 1, 2024; (ii) 25% of the units vest on August 1, 2025; (iii) 25% of the units vest on August 1, 2026; and (iv) 25% of the units vest on August 1, 2027, each subject to continued service. In addition, upon vesting, the executive receives a cash payment equal to dividends declared between the grant date and the vesting date. (13)Represents performance stock units granted on August 1, 2023. The grant date for these purposes is the date that the Compensation Committee approved the grant of the performance stock units. The performance stock units vest on March 21, 2026, subject to continued service and achievement of performance criteria. As required under the SEC rules, the shares above reflect a hypothetical maximum payout of 300% based on performance trending through the end of fiscal 2024. Actual amounts paid may be lower and will not be determined until the completion of the performance period. This award has a potential payout range of 0% for below threshold performance to 300% for maximum performance depending on the extent to which the performance criteria are achieved. In addition, upon vesting, the executive receives a cash payment equal to dividends declared between the grant date and the vesting date.

  69. Outstanding Equity Awards at Fiscal Year-End

    (14)Represents restricted stock units granted on January 25, 2023. The restricted stock units vest as follows: (i) 25% of the units vested on January 25, 2024; (ii) 25% of the units vested on January 25, 2025; (iii) 25% of the units vest on January 25, 2026; and (iv) 25% of the units vest on January 25, 2027, each subject to continued service. In addition, upon vesting, the executive receives a cash payment equal to dividends declared between the grant date and the vesting date.

  70. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table sets forth information regarding the vesting of restricted stock unit awards held by our Named Executive Officers during fiscal 2024.

  71. Option Exercises and Stock Vested

    | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(1) | | Laura Alber | 294,144 | $42,606,739 | | Jeff Howie | 42,064 | $5,950,811 | | Monica Bhargava | 39,082 | $6,266,202 | | David King | 45,576 | $6,604,645 | | Karalyn Yearout | 23,070 | $3,350,558 |

  72. Option Exercises and Stock Vested

    (1) The value realized upon vesting is calculated as the closing price of our stock on the trading day prior to the vesting date multiplied by the number of units vested.

  73. Pension Benefits

    Pension Benefits None of our Named Executive Officers received any pension benefits during fiscal 2024.

  74. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The following table reflects amounts deferred under the Executive Deferred Compensation Plan by our Named Executive Officers.

  75. Nonqualified Deferred Compensation

    | Name | Executive Contributions in Fiscal 2024(1) | Registrant Contributions in Fiscal 2024 | Aggregate Earnings (Loss) in Fiscal 2024(2) | Aggregate Withdrawals/ Distributions | Aggregate Balance at February 2, 2025 | | Laura Alber | — | — | — | — | — | | Jeff Howie | $835,385 | — | $628,092 | — | $4,954,199(3) | | Monica Bhargava | — | — | $5,757 | — | $119,420 | | David King | — | — | — | — | — | | Karalyn Yearout | — | — | — | — | — |

  76. Nonqualified Deferred Compensation

    (1) These amounts represent executive contributions attributable to fiscal 2024, and are included in the Summary Compensation Table for fiscal 2024 in the salary and bonus columns. (2) None of the earnings in this column are included in the Summary Compensation Table for fiscal year 2024 because they were not preferential or above market. (3) Balance at last fiscal year end includes the following amounts reported as compensation to the NEO in the Summary Compensation Table for fiscal years prior to fiscal year 2024: Mr. Howie, $1,195,846. Participation in the Executive Deferred Compensation Plan is limited to a group of select management and highly compensated employees. In fiscal 2024, participants were able to defer up to 75% of their base salary and up to 100% of their bonus, net of applicable employment and withholding taxes and subject to a minimum deferral requirement (5% of salary). Participant accounts are not put aside in trust or any other funding vehicle, and the obligations of the Company to pay are an unsecured promise to pay in the future. Although no investments are held in the plan, participant accounts track investment funds chosen by the participant from a specified list, and accounts are adjusted for earnings that the investments would have accrued had the investment fund been held by such participant accounts. Accounts are generally distributed at termination of employment, although a participant can make an election at the time of deferral to have the distribution occur at an earlier or later date. A choice of quarterly installments over 5, 10, 15 or 20 years, or a single lump sum, is available for terminations due to retirement or disability, as defined in the plan, if the account is over $15,000. All other distributions are paid as a single lump sum. The commencement of payments can be postponed, subject to advance election and minimum deferral requirements. At death, the plan may provide a death benefit funded by a life insurance policy, in addition to payment of the participant’s account.

  77. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Compensation Discussion and Analysis.”

  78. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(1)(2)(3) | Average Summary Compensation Table Total for Non-PEO NEOs(1) | Average Compensation Actually Paid to Non-PEO NEOs(1)(2)(4) | Value of Initial Fixed $100 Investment Based On: | | Net Income (millions)(7) | Adjusted EPS(8) | | | | | | | Total Stockholder Return(5) | Peer Group Total Stockholder Return(6) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | $27,692,374 | $132,461,444 | $5,338,172 | $21,413,899 | $668.86 | $227.91 | $1,125 | $8.50(9) | | 2023 | $23,696,540 | $65,270,818 | $6,238,565 | $13,793,742 | $325.16 | $162.21 | $950 | $7.43 | | 2022 | $17,322,255 | $(163,581) | $5,596,435 | $(3,488,288) | $192.77 | $125.62 | $1,128 | $8.27 | | 2021 | $21,324,327 | $78,793,201 | $6,411,575 | $15,913,266 | $229.91 | $153.61 | $1,126 | $7.43 | | 2020 | $24,133,526 | $87,708,139 | $6,296,302 | $17,033,486 | $188.41 | $141.39 | $681 | $4.52 |

  79. Pay Versus Performance

    (1) The following table lists the PEO and non-PEO NEOs for each of fiscal years 2024, 2023, 2022, 2021 and 2020.

  80. Pay Versus Performance

    | Year | PEO | Non-PEO NEOs | | 2024 | Laura Alber | Jeff Howie, Monica Bhargava, David King and Karalyn Yearout | | 2023 | Laura Alber | Jeff Howie, Marta Benson, David King and Karalyn Yearout | | 2022 | Laura Alber | Jeff Howie, Marta Benson, David King, Alex Bellos and Julie Whalen | | 2021 | Laura Alber | Julie Whalen, Alex Bellos, Marta Benson and Ryan Ross | | 2020 | Laura Alber | Julie Whalen, Alex Bellos, Marta Benson and Ryan Ross |

  81. Pay Versus Performance

    (2) The dollar amounts reported represent the amount of “compensation actually paid,” as calculated in accordance with the Pay Versus Performance Rules. These dollar amounts do not reflect the actual amounts of compensation earned by or paid to our NEOs during the applicable year. For purposes of calculating “compensation actually paid,” the fair value of equity awards is calculated in accordance with ASC Topic 718 using the same assumption methodologies used to calculate the grant date fair value of awards for purposes of the Summary Compensation Table (refer to the Summary Compensation Table for additional information). (3) The following table shows the amounts deducted from and added to the Summary Compensation Table total to calculate “compensation actually paid” to Ms. Alber in accordance with the Pay Versus Performance Rules:

  82. Pay Versus Performance

    | | | Equity Award Adjustments | | | | | | | Compensation Actually Paid to PEO | | Year | Summary Compensation Table Total for PEO | Reported Value of Equity Awards | Year End Fair Value of Equity Awards Granted in the Year and Unvested at Year End | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value | | | 2024 | $27,692,374 | $(15,999,690) | $39,825,913 | $69,008,157 | — | $11,934,690 | — | — | $132,461,444 | | 2023 | $23,696,540 | $(13,999,878) | $38,529,195 | $19,637,693 | — | $(2,592,732) | — | — | $65,270,818 | | 2022 | $17,322,255 | $(11,999,916) | $9,258,310 | $(12,970,739) | — | $(1,773,491) | — | — | $(163,581) | | 2021 | $21,324,327 | $(11,999,857) | $21,522,305 | $31,916,002 | — | $16,030,424 | — | — | $78,793,201 | | 2020 | $24,133,526 | $(17,350,601) | $31,411,874 | $52,231,773 | — | $(2,718,433) | — | — | $87,708,139 |

  83. Pay Versus Performance

    (4) The following table shows the amounts deducted from and added to the average Summary Compensation Table total to calculate the average “compensation actually paid” to our non-PEO NEOs in accordance with the Pay Versus Performance Rules.

  84. Pay Versus Performance

    | | | Equity Award Adjustments | | | | | | | Average Compensation Actually Paid to Non-PEO NEOs | | Year | Average Summary Compensation Table Total for Non-PEO NEOs | Average Reported Value of Equity Awards | Average Year End Fair Value of Equity Awards Granted in the Year and Unvested at Year End | Average Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value | | | 2024 | $5,338,172 | $(2,374,778) | $5,610,605 | $11,201,826 | — | $1,638,074 | — | — | $21,413,899 | | 2023 | $6,238,565 | $(4,062,400) | $7,798,414 | $4,015,120 | — | $(195,957) | — | — | $13,793,742 | | 2022 | $5,596,435 | $(3,899,851) | $1,978,459 | $(984,095) | — | $(252,583) | $(5,926,653) | — | $(3,488,288) | | 2021 | $6,411,575 | $(3,062,327) | $4,943,199 | $5,227,599 | — | $2,393,220 | — | — | $15,913,266 | | 2020 | $6,296,302 | $(3,644,105) | $7,525,673 | $7,266,557 | — | $(410,941) | — | — | $17,033,486 |

  85. Pay Versus Performance

    (5) The Company TSR assumes an initial fixed investment of $100 on February 2, 2020, through the end of the listed fiscal year, as well as the reinvestment of dividends. (6) Company’s peer group total stockholder return, or the Peer Group TSR, set forth in this table was determined using the S&P 500 Consumer Discretionary Distribution and Retail industry index, which we also use in preparing the stock performance graph required by Item 201(e) of Regulation S-K for our Annual Report for the fiscal year ended February 2, 2025. The Peer Group TSR assumes an initial fixed investment of $100 on February 2, 2020, through the end of the listed fiscal year, as well as the reinvestment of dividends. (7) The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. (8) Prior to fiscal 2024, non-GAAP diluted earnings per share was determined to be the most important financial measure used to link “compensation actually paid” to our NEOs to Company performance. Beginning in fiscal 2024, we have determined that our most important financial measure used to link “compensation actually paid” to our NEOs to Company performance is non-GAAP diluted earnings per share adjusted to include the effects of any out-of-period adjustment, which we refer to as “Adjusted EPS”. Adjusted EPS is our “Company Selected Measure” as defined in the Pay Versus Performance Rules. We use achievement of Adjusted EPS performance to fund our Annual Bonus Plan and allocate awards to reflect brand and operational performance. Adjusted EPS is defined as GAAP diluted earnings per share, excluding or including (i) any extraordinary non-recurring or unusual items, (ii) the effect of any changes in accounting principles affecting the Company’s or a business unit’s reported results, as approved by the Chair of the Compensation Committee, and (iii) the effects of any out-of-period adjustment. “Adjusted EPS” is computed as net earnings, exclusive of certain items as described above, divided by the weighted average number of common shares outstanding plus common stock equivalents for the period. “Common stock equivalents” consists of shares subject to stock-based awards with exercise prices less than or equal to the average market price of our common stock for the period, to the extent their inclusion would be dilutive. (9) For fiscal 2024, the only adjustment made to diluted earnings per share was to exclude $0.29 per share, which represents the impact of the out-of-period freight adjustment of $49 million in the first quarter of fiscal 2024. See Appendix A for a discussion of the out-of-period adjustment.

  86. Relationship Between “Compensation Actually Paid” and Performance Measures

    Relationship Between “Compensation Actually Paid” and Performance Measures In accordance with the Pay Versus Performance Rules, the charts below illustrate how “compensation actually paid” to the NEOs aligns with the Company’s financial performance as measured by Company TSR, net income and Adjusted EPS, as well as a comparison of Company TSR and Peer Group TSR. Compensation Actually Paid and Company TSR Compensation Actually Paid and Net Income Compensation Actually Paid and Adjusted EPS Company TSR and Peer Group TSR(1) (1) As noted above, the Company and the Peer Group TSR assumes an initial fixed investment of $100 on February 2, 2020, the last day of the Company's 2019 fiscal year, through February 2, 2025, the last day of the Company's 2024 fiscal year, as well as the reinvestment of dividends.

  87. CEO Pay Ratio

    CEO Pay Ratio We are required to disclose the annual total compensation of the Chief Executive Officer, the median of the annual total compensation of all employees of the Company and its subsidiaries excluding the Chief Executive Officer, or the Median Employee, and the ratio of those two amounts, or the CEO Pay Ratio, for fiscal 2024. The annual total compensation of our Chief Executive Officer was $27,692,374 in fiscal 2024, as reflected in the Summary Compensation Table above. Based on reasonable estimates, the annual total compensation of the Median Employee was $26,078 for fiscal 2024. Accordingly, for fiscal 2024, the ratio of the annual total compensation of our Chief Executive Officer to the median annual total compensation of all of our other employees was 1,062 to 1. The Median Employee for fiscal 2024 was a Design Studio Specialist located in Florida. In preparation for and during our holiday selling season in the fourth quarter of each fiscal year, we hire a substantial number of temporary and seasonal employees, primarily in our retail stores, customer care centers and distribution facilities, who are included in the determination of the median employee. If we exclude permanent part-time, temporary and seasonal employees from our pay ratio calculation, the median annual total compensation of the remaining employees increases to $51,838, which would result in a ratio of 534 to 1. The annual total compensation used to identify our Median Employee for fiscal 2024 was determined based on all taxable wages earned in fiscal 2024 for each individual who was employed on the last day of the fiscal year. We also converted all relevant employee compensation, on a country-by-country basis, to U.S. dollars based on the applicable exchange rate as of the end of the fiscal year.