Stock-Based Compensation
Equity Award Programs
Our Amended and Restated 2001 Long-Term Incentive Plan (the “Plan”) provides for grants of incentive stock options, nonqualified stock options, stock-settled stock appreciation rights (collectively, “option awards”), restricted stock awards, restricted stock units (including those that are performance-based), deferred stock awards (collectively, “stock awards”) and dividend equivalents up to an aggregate of approximately 85.4 million shares. As of February 2, 2025, there were approximately 9.4 million shares available for future grant. Awards may be granted under the Plan to officers, associates and non-associate members of the Board of Directors of the Company or any parent or subsidiary. Shares issued as a result of award exercises or releases are primarily funded with the issuance of new shares.
Stock Awards
Annual grants of stock awards are limited to two million shares on a per person basis. Stock awards granted to associates generally vest evenly over a period of four years for service-based awards. Certain performance-based awards, which have variable payout conditions based on predetermined financial targets, generally vest three years from the date of grant. Certain stock awards and other agreements contain vesting acceleration clauses resulting from events including, but not limited to, retirement, disability, death, merger or a similar corporate event. Stock awards granted to non-associate Board of Directors members generally vest in one year. Non-associate Board of Directors members automatically receive stock awards on the date of their initial election to the Board of Directors and annually thereafter on the date of the annual meeting of stockholders (so long as they continue to serve as a non-associate Board of Directors member).
Stock-Based Compensation Expense
During fiscal 2024, fiscal 2023 and fiscal 2022, we recognized total stock-based compensation expense, as a component of SG&A, of $99.0 million, $84.8 million and $90.3 million, respectively. As of February 2, 2025, there was $136.5 million of unrecognized stock-based compensation expense (net of estimated forfeitures), which we
expect to recognize on a straight-line basis over a weighted-average remaining service period of approximately 1.2 years. At each reporting period, all compensation expense attributable to vested awards has been fully recognized.
Restricted Stock Units
The following table summarizes our restricted stock unit activity during fiscal 2024:
SharesWeighted-Average
Grant Date Fair
Value
Weighted-Average
Contractual Term
Remaining (Years)
Intrinsic
Value 1
Balance at January 28, 20243,025,186$64.86 
Granted
449,283160.89 
Granted, with vesting subject to performance conditions
153,452156.52 
Released 2
(1,199,763)59.64 
Cancelled
(242,553)73.30 
Balance at February 2, 20252,185,605$92.97 1.15$461,971,000 
Vested plus expected to vest at February 2, 2025 3
2,255,053$94.31 1.14$476,651,000 
1Intrinsic value for outstanding and unvested restricted stock units is based on the market value of our common stock on the last business day of the fiscal year (or $211.37).
2Excludes 200,852 incremental shares released due to achievement of performance conditions above target.
3Includes incremental shares above target for certain performance-based awards based on probable achievement of performance conditions.
The following table summarizes additional information about restricted stock units:
For the Fiscal Year Ended
February 2, 2025January 28, 2024January 29, 2023
Weighted-average grant date fair value per share of awards granted$159.77 $60.91 $78.87 
Intrinsic value of awards released 1 2
$207,510,000 $118,417,000 $180,450,000 
1Intrinsic value for releases is based on the market value on the date of release.
2Includes 200,852, 417,340 and 448,056 incremental shares released due to achievement of performance conditions above target in fiscal 2024, fiscal 2023 and fiscal 2022, respectively.
Tax Benefit
We record excess tax benefits and deficiencies resulting from the settlement of stock-based awards as a benefit or expense within income taxes in the period in which they occur. During fiscal 2024, fiscal 2023 and fiscal 2022, the current tax benefit related to stock-based awards totaled $27.5 million, $16.6 million and $24.8 million, respectively.
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About Stock Compensation Disclosures

Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.

Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.