Erin Wallace
About Erin Wallace
Erin Wallace (age 65) is an independent Class II director of Sonder Holdings Inc. (SOND), serving since January 2025. She brings 30+ years of operating leadership in hospitality and consumer services, including COO roles at Great Wolf Resorts and The Learning Care Group, and 30 years at The Walt Disney Company in multiple leadership positions. She holds an MBA from Rollins College and a BS in Industrial Engineering from the University of Florida. Her current term runs to the 2026 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Great Wolf Resorts, Inc. | Chief Operating Officer | Aug 2016 – Dec 2019 | Led operations for entertainment and hospitality platform |
| The Learning Care Group, Inc. | Chief Operating Officer | Feb 2015 – Aug 2016 | Operated large-scale childcare/early education network |
| The Walt Disney Company | Multiple leadership roles | 1985 – 2015 | Senior operating leadership in hospitality/entertainment |
External Roles
| Organization | Listing/Type | Role | Tenure | Committees/Notes |
|---|---|---|---|---|
| FirstService Corporation | NASDAQ: FSV | Director | Oct 2015 – present | Chairs governance; member, executive compensation committee |
| Coast Entertainment Holdings Limited | Private | Director | Jan 2022 – present | Board director |
Board Governance
| Item | Detail |
|---|---|
| Board independence | Board determined Wallace is independent under Nasdaq and relevant rules; all Audit, Compensation, Investment, and Nominating committee members are independent. |
| Board class/tenure | Class II director; director since Jan 2025; term expires at 2026 annual meeting. |
| Committee assignments | Audit Committee – Member (since Jan 2025); Compensation Committee – Member (since Sep 2025); Nominating, Corporate Governance & Social Responsibility – Chair (since Sep 2025). |
| Committee activity context | Audit met 19x in 2024; Compensation met 9x; Nominating met 4x. (Wallace joined committees in 2025; counts indicate workload.) |
| Attendance | Board met 22x in FY2024; each current director attended ≥75% of Board/committee meetings in 2024. (Wallace joined in 2025.) |
| Executive sessions | Independent directors meet in executive session periodically; non-employee directors also meet without management. |
| Board leadership | Chairperson of the Board also serves as Interim CEO (Janice Sears), with majority-independent Board and independent committees. |
Fixed Compensation
| Component | Amount | Applicability to Wallace | Notes |
|---|---|---|---|
| Annual Board retainer (non-employee director) | $65,000 | Yes | Increased Dec 2024. Paid quarterly, pro-rated. |
| Nominating Committee Chair retainer | $15,000 | Yes | Increased Dec 2024. |
| Compensation Committee Chair retainer | $20,000 | No (member) | Increased Dec 2024. |
| Audit Committee Chair retainer | $25,000 | No | |
| Investment Committee Chair retainer | $20,000 | No | Established Dec 2024. |
| Board Chair retainer | $50,000 | No | Increased Dec 2024. |
| Committee member fees | Removed | Not applicable | Committee member fees removed Dec 2024. |
| Meeting fees | $1,500/meeting >8 per year | Potentially | Applies if Board or any committee exceeds 8 meetings/year. |
- Directors are reimbursed for reasonable, documented travel expenses.
- Special Committee compensation (monthly/day rates) applies only to designated members; Wallace is not listed as a member.
Performance Compensation
| Equity Award | Grant Value | Vesting | Change-in-Control | Independence Adjuster |
|---|---|---|---|---|
| Annual RSU (non-employee director) | $125,000 grant date fair value | Vests in full on earlier of 1-year from grant or next annual meeting, subject to service | Outstanding director equity fully vests immediately prior to a change in control, subject to service | Non-employee director not independent receives 50% of equity otherwise due (Wallace is independent) |
- No options or performance share units are provided to outside directors under the policy; equity is time-based RSUs intended to align with shareholders.
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Compensation committee interlocks | The proxy discloses no compensation committee interlocks; Wallace has never been an officer/employee of SOND or its subsidiaries; no cross-board interlocks with SOND executives. |
| Ecosystem overlaps | No related-party transactions disclosed involving Wallace or entities with which she is associated in the periods reviewed. |
Expertise & Qualifications
- Deep operating expertise in hospitality, consumer services, and large-scale multi-site operations (Great Wolf Resorts; Disney).
- Governance experience as FirstService Corporation director (governance chair; member of executive compensation).
- Education in engineering and business (BS Industrial Engineering, University of Florida; MBA, Rollins College).
- Independent director meeting Nasdaq standards; service across Audit, Compensation, and as Nominating Committee Chair at SOND.
Equity Ownership
| As-of Date (Record Date) | Common Shares Beneficially Owned | Derivatives/RSUs/Options (within 60 days) | Series A Preferred | Ownership Notes |
|---|---|---|---|---|
| Apr 9, 2025 | 0 | 0 | 0 | New director; listed with zero ownership in special meeting proxy. |
| Sep 8, 2025 | — | — | — | Not shown with holdings in principal stockholders/directors table; no specific holdings reported. |
- Stock Ownership Guidelines (adopted March 2025): Outside Directors must hold 4x annual cash retainer within 5 years; retain 50% of net shares until compliant; all outside directors currently in transition window.
- Pledging/hedging: Company Insider Trading Policy prohibits hedging, short sales, margin accounts, and pledging of Company securities by directors.
- Pledged shares: Company disclosure indicates no pledges by current executive officers/directors; any exception noted pertained to CEO’s Canadian exchangeable shares in May proxy (not Wallace).
Insider Trades & Section 16
| Period | Form 3/4 Notes | Compliance Disclosure |
|---|---|---|
| FY2024 | Wallace was not yet a director; proxy notes required Section 16 filings were timely except for specified individuals (not Wallace). | No exceptions involving Wallace were reported. |
| YTD 2025 (through Sep 25, 2025 proxy record date) | Proxies list no Form 4 transactions for Wallace; beneficial ownership as of Apr 9, 2025 was zero. | No reported Section 16 deficiencies involving Wallace. |
Related-Party Transactions (Conflicts)
| Topic | Detail |
|---|---|
| Policy | Written Related Person Transaction Policy (Item 404 threshold $120,000); Audit Committee reviews/approves such transactions; standing pre-approvals for limited cases (e.g., director as non-executive in counterparty under de minimis thresholds). |
| Disclosures involving Wallace | No related-party transactions involving Wallace disclosed for FY2024–FY2025 in the Company’s proxies reviewed. |
Compensation Committee Analysis (Governance Process)
- Committee composition: Simon Turner (Chair); Wallace appointed member in Sep 2025; members are independent under SEC/Nasdaq rules.
- Consultant: Ferguson Partners engaged in Oct 2024; independence reaffirmed May 2025; supports program design and peer benchmarking.
- Interlocks: None disclosed; no SOND executive serving on external boards’ comp committees with SOND directors.
Governance Assessment
-
Strengths
- Independent director with deep operating expertise in hospitality and multi-site operations; chairs Nominating Committee and serves on Audit and Compensation, enhancing board effectiveness across governance and oversight.
- Robust director compensation framework with equity alignment (annual RSUs), ownership guidelines (4x cash retainer within 5 years), and prohibitions on hedging/pledging.
- No related-party transactions or interlocks involving Wallace disclosed; committee independence affirmed.
-
Watch items / RED FLAGS
- Low current ownership alignment: reported zero beneficial ownership as of April 9, 2025 and no holdings listed as of September 8, 2025; she remains within the 5-year guideline compliance window.
- Board leadership risk: Chairperson concurrently serves as Interim CEO (though board is majority-independent with independent committees).
-
Engagement and workload
- Wallace assumed multiple committee roles in 2025, including chairing Nominating; Audit and Compensation committees historically carry high meeting loads (19 and 9 meetings, respectively, in 2024), indicating meaningful oversight responsibilities going forward.