Frits van Paasschen
About Frits van Paasschen
Independent director at Sonder Holdings Inc. (SOND) since January 2022; previously a director of Legacy Sonder from February 2020 to January 2022. Age 64. Former CEO of Starwood Hotels & Resorts (2007–2015) and Coors Brewing Company (2005–2007). Education: BA in Economics and Biology (Amherst College) and MBA (Harvard Business School). Core credentials: hospitality and real estate operating leadership, global strategy, and public board experience across travel and consumer sectors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Starwood Hotels & Resorts (NYSE: HOT, acquired by Marriott) | President & CEO | 2007–2015 | Led global hotel group; deep hospitality operations and development background . |
| Coors Brewing Company (NYSE: TAP) | President & CEO | 2005–2007 | Consumer/CPG operating leadership . |
| Legacy Sonder (pre-SPAC) | Director | Feb 2020–Jan 2022 | Board oversight prior to public listing . |
External Roles
| Company | Role | Status / Tenure | Notes |
|---|---|---|---|
| DSM‑Firmenich AG | Director | Current | Science-driven nutrition and health company . |
| Williams‑Sonoma, Inc. (NYSE: WSM) | Director | Current | Specialty retail/kitchen & home . |
| Amadeus IT Group, S.A. | Director | Current | Digital infrastructure for travel industry . |
| Two private companies | Director | Current | Not specified . |
| Global investment firm | Advisor | Current | Not specified . |
Board Governance
| Item | Detail |
|---|---|
| Independence | Determined independent under Nasdaq and applicable rules . |
| Board/Committee Attendance | All current directors attended ≥75% of board and committee meetings in FY2024; Board held 22 meetings . |
| Committees | Audit Committee – Member (Audit met 19 times in 2024) . Investment Committee – Member (established Jan 2025) . Previously Chair, Compensation Committee (Jan 2022–Apr 2024) . |
| Board classification | Class III director; term expires at 2027 annual meeting . |
| Executive sessions | Independent directors meet in executive session per Nasdaq requirements . |
| Leadership | Chairperson is Janice Sears; board retains open access to management/advisors . |
Fixed Compensation
| Year / Policy | Cash Retainers | Notes |
|---|---|---|
| 2024 actual | $48,738 fees earned (no equity due to S‑8 suspension) . | Company restatement rendered S‑8 unavailable; thus no 2024 director equity grants . |
| Outside Director Compensation Policy (as amended Dec 2024) | Board member: $65,000 per year; Committee chair retainers: Audit $25,000; Compensation $20,000; Investment $20,000; Nominating $15,000; Board Chair $50,000; Meeting fee: $1,500 per meeting beyond eight per year . | Member-level committee retainers removed Dec 2024 . Lead Independent Director retainer increased to $35,000 in May 2024 (superseded by Chair retainer if applicable) . |
Performance Compensation
| Equity Element | Grant Value | Vesting | Change-in-Control | Notes |
|---|---|---|---|---|
| Annual RSU Award (non-employee directors) | $125,000 grant-date fair value . | Vests in full on earlier of 1-year anniversary or next annual meeting, subject to continued service . | Full vesting immediately prior to closing . | Board Chair receives $175,000 Annual RSU . |
| 2024 equity awards | None | N/A | N/A | No director equity issued in 2024 due to S‑8 unavailability linked to restatement . |
Implications: December 2024 policy shifted mix toward higher fixed cash (board retainer up, member fees removed) and lower annual equity ($160k → $125k), modestly reducing equity-at-risk while preserving annual RSU alignment and CIC acceleration .
Other Directorships & Interlocks
| Company | Potential Interlock/Conflict Considerations |
|---|---|
| Amadeus IT Group, S.A. | Provides digital infrastructure for travel; no related-party transactions with Sonder disclosed in this proxy . |
| Williams‑Sonoma, DSM‑Firmenich; private boards | No Sonder related-party transactions disclosed involving van Paasschen in FY2024–FY2025 sections . |
Expertise & Qualifications
- Hospitality and real estate operating leadership; international experience; prior public company CEO roles (Starwood Hotels; Coors) .
- Financial oversight and governance via Audit Committee membership; prior chair of Compensation Committee .
- Education: BA Economics & Biology (Amherst); MBA (Harvard) .
Equity Ownership
| As of date | Common Shares Owned | Options (exercisable ≤60 days) | RSUs (vesting ≤60 days) | Total Beneficial Ownership | % of Outstanding | Pledged/Hedged |
|---|---|---|---|---|---|---|
| Sept 8, 2025 (record date) | 20,385 | 10,424 | 49,689 | 80,498 | <1% | Company states no shares of common stock beneficially owned by any current executive officer or director have been pledged as security ; hedging/pledging prohibited by policy . |
| Dec 31, 2024 (year-end awards on file) | — | 10,424 options outstanding | 12,517 RSUs outstanding | — | — | — |
Stock ownership guidelines: Outside directors must hold equity equal to 4x annual cash retainer; 5-year compliance window; must retain at least 50% of shares delivered until compliant; retention increases to 100% if behind schedule. All outside directors are within transition period; guidelines adopted March 2025 .
Governance Assessment
Key findings
- Independence and engagement: Independent; holds key committee assignments (Audit; Investment) and previously chaired Compensation. Attendance threshold met alongside peers (≥75%) with an active board (22 meetings in 2024); Audit met 19 times, supporting robust oversight during restatement and capital financings .
- Incentive alignment: Beneficial ownership is modest (<1%) but includes options/RSUs; ownership guidelines (4x retainer, 5-year horizon, 50% retention) and a no-hedge/no-pledge policy support alignment over time .
- Compensation structure: 2024 equity pause due to S‑8 constraints created an atypically cash-heavy year; policy changes in Dec 2024 increased cash retainers and trimmed annual RSU value (from $160k to $125k), shifting mix modestly toward cash but maintaining annual RSU grants and CIC vesting .
- Conflicts/related party exposure: No related-party transactions disclosed involving van Paasschen; independence affirmed; Section 16 filings for FY2024 indicated exceptions for others, not van Paasschen .
Risk indicators and red flags
- RED FLAG (structural, not individual): Company-wide restatement rendered S‑8 unavailable in 2024, suspending director equity issuance; while not attributed to van Paasschen, it reflects elevated control/remediation workload for Audit Committee members .
- No hedging/pledging allowed and no pledging disclosed for directors, reducing alignment risk .
- No late Section 16 filings disclosed for van Paasschen; exceptions named relate to other insiders .
Director compensation and incentives summary
| Component | Amount/Terms | Source |
|---|---|---|
| 2024 Fees Earned | $48,738 | |
| 2025 Cash Retainers (policy) | Board member $65,000; Committee chair retainers: Audit $25,000; Comp $20,000; Investment $20,000; Nominating $15,000; Board Chair $50,000; Meeting fee $1,500 beyond 8 per year | |
| 2025 Equity (policy) | Annual RSU $125,000 (Chair $175,000); vests by earlier of 1 year or next annual meeting; CIC full vesting | |
| Ownership Guidelines | Outside directors: 4x annual cash retainer; 5-year compliance; 50% retention until compliant | |
| Hedging/Pledging | Prohibited; pre-clearance; 10b5‑1 permitted; no pledging of company securities |
Insider filings/controls
- Section 16(a) compliance: Company states all required reports timely filed in FY2024 except specified individuals; van Paasschen not among exceptions .
- Audit Committee Report: Oversaw 2024 audit, Deloitte independence, and recommended inclusion of audited financials in 2024 Form 10‑K; Deloitte reappointed for 2025 .
Overall implication for investors
- Van Paasschen brings substantial hospitality and public company leadership, with meaningful committee experience (Audit; prior Comp chair). Independence affirmed and no related-party exposure disclosed. Equity alignment should increase over the guideline horizon; 2024’s equity pause was company-wide and not director-specific. The board’s increased cash retainers and reduced equity award sizing modestly shift risk/return balance but retain annual RSU grants and strong ownership/anti-hedging standards—supportive of investor confidence in board effectiveness and alignment .