Jeffrey Stein
About Jeffrey Stein
Jeffrey Stein (age 55) is an independent Class I director of Sonder Holdings Inc., appointed September 23, 2025, and a member of the Board’s Special Committee focused on evaluating strategic transactions . He holds a B.A. in Economics from Brandeis University and an MBA with Honors in Finance and Accounting from New York University . The Board has affirmatively determined he is independent under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rite Aid Corporation | CEO, Chief Restructuring Officer, Director | Oct 2023 – Sep 2024 | Led restructuring; operational turnaround leadership |
| GWG Holdings, Inc. | CEO, Chief Restructuring Officer, Chairman | Jun 2022 – Jul 2023 | Oversaw restructuring and board leadership |
| Liberty Steel Group Holdings Pte. Ltd. | Chief Restructuring Officer; Chair of Restructuring & Transformation Committee | May 2021 – Mar 2023 | Led restructuring and transformation committee |
| Whiting Petroleum Corporation | Chief Restructuring Officer | Mar 2020 – Aug 2020 | Restructuring leadership |
| Philadelphia Energy Solutions, LLC | CRO & Director; later Liquidating Trustee | Jul 2019 – Jun 2020 (CRO/Director); Liquidating Trustee since Jul 2020 | Wind-down stewardship |
| Westmoreland Coal Company | Chief Restructuring Officer | Mar 2019 – Dec 2022 | Restructuring leadership |
| Troika Media Group, Inc. | Independent Director | Nov 2022 – Mar 2024 | Board oversight |
| Durham Asset Management LLC | Co-Founder & Principal; Co-Director of Research | Jan 2003 – Dec 2009 | Led event-driven/special situations investing |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Ambac Financial Group, Inc. (NYSE: AMBC) | Chairman; Independent Director | Chair since Jan 2015; Director since May 2013 | Specialty P&C insurance board leadership |
| Sunnova Energy International Inc. (NYSE: NOVA) | Independent Director | Apr 2025 | Residential solar board member |
| Tribune Resources, Inc. | Executive Chairman | Apr 2021 | Oil & gas governance role |
| Ditech Holding Corporation | Liquidating Trustee & Plan Administrator | Oct 2019 | Post-reorg stewardship |
| Philadelphia Energy Solutions, LLC | Liquidating Trustee | Jul 2020 | Wind-down trustee |
| Linqto Inc. | Chief Restructuring Officer | May 2025 | Financial technology CRO |
| Breakpoint Partners LLC | Co‑Founder & Managing Partner | Apr 2025 | Advisory firm co-founder |
| Stein Advisors LLC | Founder & Managing Partner | Prior role | Advisory to companies and investors |
Board Governance
- Class and term: Class I director; nominated for a three-year term ending at the 2028 annual meeting .
- Committees: Member of the Special Committee (strategic transactions). No standing committee assignments (Audit, Compensation, Investment, Nominating) as of the 2025 proxy .
- Independence: Board-determined independent director under Nasdaq/SEC rules .
- Special Committee mandate: Created September 2025 to evaluate and potentially consummate strategic transactions; members are Stein, Paul Aronzon, and Michelle Frymire .
- Board activity context: Board held 22 meetings and Audit Committee held 19 meetings in FY 2024; current directors who served in 2024 attended ≥75% of the meetings they were eligible to attend (Stein joined in 2025) .
Committee Assignments
| Committee | Role |
|---|---|
| Special Committee (strategic transactions) | Member |
| Audit | None |
| Compensation | None |
| Investment | None |
| Nominating, Corporate Governance & Social Responsibility | None |
Fixed Compensation
| Component | Terms |
|---|---|
| Monthly retainer | $40,000 per month for service as a board member and Special Committee member |
| Per diem | $5,000 for each day requiring >4 hours on matters outside routine Board business |
| Transaction fee right | Right to request a transaction fee in connection with any transaction agreed to/consummated during service, based on time, results, and other factors |
| Expenses | Reimbursement of reasonable, documented out‑of‑pocket travel expenses |
| Outside Director Policy | Stein is excluded from the standard Outside Director Compensation Policy (i.e., he does not receive its cash retainers/equity) |
Performance Compensation
| Element | Disclosure |
|---|---|
| Annual equity (RSUs/DSUs) | Not applicable; Stein is excluded from the standard director equity grant program |
| Performance metrics (TSR, EBITDA, etc.) | None disclosed for directors; no performance-based director pay metrics reported |
| Change-in-control vesting | Applies to standard non-employee director equity; not applicable to Stein given exclusion from equity program |
Other Directorships & Interlocks
| Company | Ticker | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Ambac Financial Group, Inc. | NYSE: AMBC | Chairman | No disclosed business with Sonder |
| Sunnova Energy International Inc. | NYSE: NOVA | Independent Director | No disclosed business with Sonder |
| Tribune Resources, Inc. | — | Executive Chairman | No disclosed business with Sonder |
No related-party transactions involving Stein (outside of director compensation) are disclosed; the company maintains a Related Person Transaction Policy overseen by the Audit Committee .
Expertise & Qualifications
- Core expertise: Strategy, finance, financial expertise, and strategic transactions; extensive restructuring leadership across multiple sectors .
- Education: BA Economics (Brandeis); MBA with Honors in Finance and Accounting (NYU) .
- Governance: Experienced public-company chair and independent director; special situations and capital structure advisory background .
Equity Ownership
| Metric | As of Sep 8, 2025 |
|---|---|
| Common stock beneficially owned | 0 shares |
| Series A Preferred beneficially owned | 0 shares |
| Percent of total voting power | — (none) |
| Shares pledged as collateral | None for any current executive officer or director, to the company’s knowledge |
Director Stock Ownership Guidelines require Outside Directors to hold shares equal to 4x the annual cash retainer, with a 5‑year compliance window and 50% post-vest holding until compliant; guidelines adopted March 2025 and all Outside Directors are in the transition period .
Insider Trades
| Item | Detail |
|---|---|
| Form 3/4 filings noted | The proxy’s Section 16(a) review notes certain administrative filing errors for other individuals in FY 2024, but does not list any for Jeffrey Stein (he joined in 2025); beneficial ownership table shows 0 shares as of the record date |
Governance Assessment
- Strengths:
- Independent director with deep restructuring and capital-structure expertise; placed on Special Committee for strategic transaction evaluation, signaling the Board’s intent to leverage his experience during pivotal decisions .
- Robust company-level policies on insider trading (hedging/pledging prohibitions) and a formal compensation recovery (clawback) policy enhance overall governance hygiene .
- Watch items / potential red flags:
- Compensation structure is heavily cash-based ($40,000/month) with an additional right to request a transaction fee tied to deal outcomes while serving on a Special Committee evaluating strategic transactions; this may create perceived incentives toward deal consummation and warrants close monitoring of committee process and disclosures .
- No equity ownership reported as of the record date, reducing immediate alignment with shareholders, though ownership guidelines provide a 5‑year transition period .
- Multiple concurrent external roles (AMBC chair; NOVA directorship; other fiduciary/trustee roles) raise typical overboarding/attention considerations; investors should monitor meeting attendance/disclosure in subsequent proxies (Stein joined post‑FY2024) .
Investor takeaway: Stein’s appointment and Special Committee role bring seasoned restructuring expertise suited for Sonder’s strategic review environment. Oversight focus should include: (i) transparency and safeguards around the Special Committee’s fee framework and any transaction-related payments, (ii) progress toward stock ownership guideline compliance, and (iii) workload/attendance given multiple external commitments .