Janice Sears

About Janice Sears

Janice L. Sears, 65, is Interim Chief Executive Officer of Sonder Holdings Inc. since June 24, 2025, Chairperson of the Board since January 2025, and a director since January 2022 (previously Lead Independent Director from December 2023 to January 2025). Sears holds a BA in Economics and Marketing from the University of Delaware and is a National Association of Corporate Directors certified director; prior roles include Managing Director and Western Region Head (Real Estate, Gaming & Lodging) at Banc of America Securities and Real Estate Economist positions at Chemical Bank and Citigroup . Company filings do not disclose TSR, revenue growth, or EBITDA growth tied to her tenure; a notable strategic development during 2024–2025 was a licensing agreement with Marriott, fully integrated into Marriott’s digital channels by Q2 2025 .

Past Roles

External Roles

Fixed Compensation

Performance Compensation

• Company-wide clawback: Compensation recovery policy enables recoupment of incentive-based compensation upon an accounting restatement; no clawback was required for the March 2024 restatement since affected compensation was not based on impacted financial metrics .

Equity Ownership & Alignment

Potential supply events:

• Sign-On RSUs vest at the earlier of one year or the next annual meeting; the 2025 annual meeting was scheduled for Nov 6, 2025, which can accelerate vesting timing depending on grant date .
• New Hire RSUs vest on the first anniversary of the end of the Interim Term, creating a later vesting overhang .

Employment Terms

Board Governance

• Board service history and roles:
  • Director since January 2022; Chairperson of the Board since January 2025; Interim CEO since June 2025; previously Lead Independent Director (Dec 2023–Jan 2025); prior roles include Audit Committee Chair (Jan 2022–Jun 2025) and Compensation Committee member (Jan 2022–Jun 2025) .
• Independence and dual-role implications:
  • The Board has determined Sears is not independent due to current employee status; the Board otherwise remains majority independent, and all Audit, Compensation, Investment, and Nominating committees are comprised of independent directors .
  • Combined Chairperson and Interim CEO roles are permitted under governance guidelines; mitigants include independent director executive sessions and committee oversight; Chair responsibilities include agenda-setting, governance oversight, and CEO evaluation support .
• Board effectiveness:
  • The Board held 22 meetings in FY 2024; all current directors attended at least 75% of Board/committee meetings; independent director executive sessions are held per Nasdaq requirements .

Compensation Structure Analysis

• Shift to time-based RSUs for Interim CEO: Interim package emphasizes service-vesting RSUs (plus CIC acceleration on Sign-On RSUs), increasing certainty vs. performance-contingent equity and suggesting a near-term retention and stabilization mandate during the executive transition .
• Company-wide design refresh (context): In March 2025, the Compensation Committee introduced a formal annual cash bonus plan (STIP) and a revised LTIP with PSU/RSU mixes (80/20 for former CEO; 70/30 for CRO), indicating greater pay-for-performance orientation across the senior team; Janice’s interim package is a special case and does not reference STIP participation .
• Governance remediation: Following the March 2024 restatement, equity grants/settlements were suspended in 2024 due to S-8 inoperability, and no director equity was issued in 2024; a formal clawback policy is in place, mitigating risk of windfalls tied to misstated financials .

Risk Indicators & Red Flags

• Financial reporting restatement (2024): Previously issued 2022 audited financials and 2023 quarterly financials were deemed unreliable; S-8 became unusable through 2024; while no clawback was required, this elevates audit and disclosure risk history .
• Dilution/financing overhang (shareholder context): 2025 warrant and preferred financings require shareholder approvals (Nasdaq Proposal and Share Increase), with up to 21.2 million warrant shares at $1.50 creating potential future dilution; voting support agreements cover a majority of voting power as of the record date .
• Trading policy restrictions: Strict prohibitions on pledging/hedging and pre-clearance for insiders reduce alignment risks such as collateral-driven selling or speculative hedging .

Investment Implications

• Alignment and retention: Sears’ interim package (cash plus service-vesting RSUs with CIC protection) is tailored to stabilize leadership during transition; the absence of STIP/PSU performance link in her interim terms tilts toward retention over performance leverage in the near term .
• Supply/catalyst watch: Potential near-term vesting of Sign-On RSUs at the 2025 annual meeting (Nov 6, 2025) depending on grant date, and a defined vest one year after the interim term for New Hire RSUs, create identifiable liquidity windows; policy pre-clearance and blackout windows will govern timing .
• Governance: Combined Chair/Interim CEO roles can raise oversight concerns; Board mitigants (independent committees, executive sessions) are in place; her extensive audit chair experience across multiple REITs supports financial oversight capacity during transition .
• Ownership scale: Sears’ beneficial ownership is modest (<1%); however, company-wide stock ownership guidelines (CEO 5x salary; retention requirements) and bans on pledging/hedging support alignment and reduce downside governance risks over time .
• Financing/dilution backdrop: Warrant and preferred structures approved/under consideration can pressure equity value but extend runway; monitoring execution against strategic initiatives (e.g., Marriott distribution partnership) is key to translating governance and leadership stability into operating traction .