Larry Sonsini
About Larry W. Sonsini
Independent director at Ibotta, Inc. (IBTA); age 84; director since October 2014; current term expires at the 2026 annual meeting. Senior and Founding Partner of Wilson Sonsini Goodrich & Rosati (WSGR), where he has practiced since 1966 and served as CEO and Chairman for more than 35 years; A.B. in Political Science and J.D. from UC Berkeley; former member of the New York Stock Exchange Board of Directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wilson Sonsini Goodrich & Rosati, P.C. | Senior and Founding Partner; former CEO & Chairman | Since 1966; leadership >35 years | Advises public tech companies; extensive legal, governance expertise |
| New York Stock Exchange | Board Member (former) | Not disclosed | Capital markets governance experience |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| Wilson Sonsini Goodrich & Rosati, P.C. | Senior and Founding Partner | 1966 | Law firm serves as IBTA outside corporate counsel |
Board Governance
- Committee memberships: Nominating & Corporate Governance Committee (NCGC) member; NCGC chaired by Amit N. Doshi .
- Independence: Board determined Sonsini is independent under NYSE listing standards .
- Attendance: In FY2024, each director attended at least 75% of Board and applicable committee meetings; Board held 10 meetings; Audit 7; Compensation 6; NCGC 1 .
- Lead Independent Director: Not Sonsini; current Lead Independent Director is Amit N. Doshi .
- Board structure: Classified board with staggered three-year terms; controlled company due to Class B voting power held by CEO Bryan Leach, though IBTA states it does not rely on controlled company governance exemptions .
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Cash fees paid | $31,625 | Actual cash earned in FY2024 |
| Base annual board retainer (policy) | $40,000 | Outside Director Compensation Policy; paid quarterly, pro-rated |
| NCGC member retainer (policy) | $5,000 | $10,000 Chair; $5,000 member |
| Additional roles (policy) | N/A | $25,000 Lead Independent Director (not Sonsini) |
Performance Compensation
| Equity Award | Grant Value | Shares/Units | Vesting | Terms |
|---|---|---|---|---|
| IPO initial RSU (2024) | $460,863 | Not disclosed (value equals $400k divided by IPO price; actual grant-date fair value higher) | Equal annual installments over 3 years | Granted to each non-employee director upon IPO; time-based vesting |
| Annual RSU (policy) | $200,000 | Rounded to nearest whole share | 100% on earlier of 1-year anniversary or prior to next annual meeting | Requires 6 months’ continuous service pre-grant |
| Change-in-control | N/A | N/A | Full vest; performance goals deemed at 100% of target unless otherwise specified | Applies to non-employee director awards |
No director performance metrics disclosed (e.g., TSR/EBITDA) tied to non-employee director compensation at IBTA; RSUs are service-based per policy .
Other Directorships & Interlocks
- Experience serving on public company boards (unspecified), and as former NYSE Board member .
- Interlock/conflict exposure: WSGR serves as IBTA’s outside corporate counsel; IBTA spent $4,099,058 on WSGR services in FY2024; $394,510 payable as of Dec 31, 2024 .
Expertise & Qualifications
| Skill | Noted |
|---|---|
| Legal & Regulatory | Yes |
| Risk Management & Corporate Governance | Yes |
| Financial & Accounting | Yes |
| Human Capital & Talent Development | Yes |
| Public Company Experience | Yes |
Equity Ownership
| Holder | Class A Shares | % of Class A | Class B Shares | Notes |
|---|---|---|---|---|
| Larry W. Sonsini | 90,252 (direct) + 1,569 (spouse) + 1,515 RSUs expected within 60 days | <1% | — | RSUs expected to settle within 60 days of Mar 15, 2025 |
| Outstanding director stock awards (12/31/2024) | — | — | — | 4,545 unvested stock awards (RSUs) |
IBTA Insider Trading Policy prohibits short sales, hedging, options on company stock, and pledging or margin accounts for directors and insiders .
Governance Assessment
- Strengths: Deep legal and governance expertise; independent status; service on NCGC overseeing independence, conflicts, ESG, and board evaluations; policy prohibits pledging/hedging by insiders; consistent attendance (≥75%) .
- Alignment: Director compensation heavily equity-based—FY2024 equity grant value ($460,863) vs cash fees ($31,625), supporting long-term alignment despite controlled company structure .
- Conflicts and RED FLAGS:
- Related-party exposure: IBTA’s significant spend with WSGR ($4,099,058 in 2024) while Sonsini is WSGR’s founding partner; monitored by Audit Committee under related-party policy but represents a material perceived conflict risk for investors .
- Late Section 16 filings: One late Form 3 and one late Form 4 attributed to oversight of indirect holdings; minor compliance signal, but worth monitoring .
- Controlled company: Concentrated voting control by CEO via Class B shares limits shareholder influence over governance; while IBTA states it does not rely on exemptions, risk persists structurally .
Overall, Sonsini’s legal/regulatory acumen and NCGC role are positives for board effectiveness. The law firm engagement is the primary conflict risk; continued transparency, competitive bidding for legal services, and independent committee oversight are important to maintain investor confidence .