Veronica Rogers
About Veronica Rogers
Veronica Rogers, age 46 (as disclosed in 2024), has served as an independent director of Mister Car Wash since October 2021. She is currently a DCI Fellow at Stanford University and previously served as Senior Vice President, Head of Global Sales and Business Operations at Sony Interactive Entertainment (January 2020–April 2023), leading global go-to-market including PlayStation Store and subscription services with 45 million subscribers; before Sony, she held multiple leadership roles at Microsoft from 2006–2020, most recently Vice President, Device Partner Sales (2018–2020). She holds a B.A. and M.A. in Economics from the University of Cambridge and an M.Sc. in European Political Economy and Political Science from the London School of Economics .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sony Interactive Entertainment LLC | SVP, Head of Global Sales & Business Operations | Jan 2020–Apr 2023 | Led global go-to-market (physical/digital), PlayStation Store and subscriptions (45M subscribers) |
| Microsoft Corporation | Various managerial roles in sales, marketing, business development; VP, Device Partner Sales (latest) | 2006–2020; VP 2018–2020 | Global device partner sales leadership; prior roles spanning sales/marketing/business development |
External Roles
| Organization | Role | Status |
|---|---|---|
| Stanford University | DCI Fellow | Current |
Board Governance
- Committee assignments: Compensation Committee (Chair); not listed as a member of Audit or Nominating & Corporate Governance .
- Independence: The Board determined Rogers is independent under NASDAQ/NYSE rules, alongside other non-employee directors .
- Attendance: In 2024, the Board met 4x; Compensation Committee met 4x; all directors attended at least 75% of meetings; all attended the 2024 annual meeting. In 2023, Board met 5x; Compensation Committee met 4x; all directors attended at least 75% and attended the annual meeting .
- Executive sessions: Independent directors meet in regular executive sessions without management with a rotating presiding director .
- Compensation Committee Interlocks: The 2024 committee comprised Rogers (Chair), Jonathan Seiffer, and J. Kristofer Galashan; no member was an officer/employee and no related-person transactions requiring disclosure were identified for committee members .
- Controlled company context: MCW is a “controlled company” with LGP owning ~66% and having nominee designation rights; the company states it currently complies with NASDAQ independence requirements but may avail controlled company exemptions while it remains controlled .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Annual cash fees (director retainer plus chair/membership fees) | $96,945 (includes prorated increase in Q1 2023 for Compensation Committee Chair) | $100,000 |
| Equity grant (RSUs, grant-date fair value under ASC 718) | $99,999 | $99,998 |
| Total annual director compensation | $196,944 | $199,998 |
- Policy: Non-employee director compensation policy provides an annual cash retainer of $75,000; additional $25,000 for each committee chair; $10,000 for members serving on multiple committees; annual RSU grant with $100,000 grant-date value (initial RSU $100,000 upon election); vest in full at the next annual meeting or first anniversary, subject to continued service .
Performance Compensation
| Item | 2023 | 2024 |
|---|---|---|
| RSU award type | Time-based RSUs for non-employee directors | Time-based RSUs for non-employee directors |
| Grant-date fair value | $99,999 | $99,998 |
| Vesting | Full vest at next annual meeting or first anniversary, subject to service | Full vest at next annual meeting or first anniversary, subject to service |
| Performance metrics tied to director awards | None disclosed for director RSUs | None disclosed for director RSUs |
Other Directorships & Interlocks
- No other public company directorships for Rogers are disclosed in the MCW proxy biography; her background is executive roles at Sony/Microsoft and a Stanford DCI fellowship .
- Board structural interlocks: LGP holds designation rights and several directors are LGP designees (Danhakl, Galashan, Seiffer, Suer), but Rogers is not listed as an LGP designee .
Expertise & Qualifications
- Education: B.A. and M.A. in Economics (University of Cambridge); M.Sc. in European Political Economy and Political Science (London School of Economics) .
- Functional expertise: Global sales operations, digital commerce (subscription services), go-to-market strategy, brand and technology/digital understanding aligned with Board-desired skills for strategic growth (digital platforms, data security/analytics) .
- Prior executive experience: Senior roles at Sony Interactive and Microsoft, bringing consumer technology, digital subscription, and global partner sales expertise to MCW’s retail membership and digital initiatives .
Equity Ownership
| Metric | As of |
|---|---|
| Beneficial ownership (shares) | 33,085 shares; less than 1% of outstanding |
| Unvested RSUs outstanding at FYE | 14,684 (as of Dec 31, 2024) |
| Ownership as % of shares outstanding | <1% |
| Options | No options disclosed for Rogers |
Governance Assessment
- Strengths: Independent director with deep digital and go-to-market expertise; serves as Compensation Committee Chair with an independent consultant (Exequity) retained and no consultant conflicts reported; consistent meeting attendance; balanced cash/equity director pay aligned with standard practice; no related-party transactions involving Rogers disclosed .
- Alignment: Annual RSU grants and ownership position (33,085 shares, plus unvested RSUs) provide ongoing alignment, though ownership level is naturally small for outside directors (<1%) .
- Risks/Red flags: Structural governance risk from controlled company status (LGP ~66% with director designation rights), which can reduce minority shareholder influence or enable committee exemptions; MCW states current compliance with NASDAQ independence requirements, but may utilize exemptions while controlled. No Section 16(a) delinquency cited for Rogers, and no compensation committee interlocks/related-person transactions identified for her in 2023–2024 .
- Implications for investors: Rogers’ chair role on Compensation and her digital/commercial background are positives for pay and performance oversight; the controlled structure warrants continued monitoring of board independence and committee composition over time, especially if exemptions are adopted in future years .