Michelle Frymire
About Michelle Frymire
Independent director since September 2022; age 59. Former CEO and CFO with deep finance and restructuring experience in travel, hospitality, and multi‑site services. MBA, University of Texas at Austin (McCombs); BA in Economics, Austin College. Designated “audit committee financial expert”; currently independent under Nasdaq rules. Since 2025: Audit Committee Chair, Investment Committee Chair, Nominating Committee member, and Special Committee member evaluating strategic alternatives. Tenure on SOND board since September 2022.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CWT (global travel management) | Chief Executive Officer; previously President & CFO | 2019–2022 (CEO May 2021–May 2022) | Led during reorganization under federal bankruptcy laws amid COVID shock to business travel |
| U.S. Risk Insurance Group | Chief Financial Officer | 2017–2019 | Finance leadership for specialty lines underwriting manager/wholesale broker |
| Service King Collision Repair Centers | Chief Financial Officer | 2015–2017 | Multi‑site operations and financial management |
| The ServiceMaster Companies / TruGreen | VP Corporate FP&A & Strategy; CFO of TruGreen | 2009–2015 | Strategy, FP&A, divisional CFO |
| Starwood Vacation Ownership (Starwood Hotels & Resorts subsidiary) | Chief Financial Officer | 2005–2009 | Hospitality/vacation ownership finance |
| Delta Air Lines; Continental Airlines; American Airlines | Various finance roles | Prior to 2005 | Airline finance and operations experience |
External Roles
| Company | Listing | Role | Tenure | Committees |
|---|---|---|---|---|
| NCR Atleos Corporation | NYSE: NATL | Director | Current | Audit Committee Chair; Compensation Committee member |
| Six Flags Entertainment Corporation and predecessor Cedar Fair LLP | NYSE: FUN | Director | Oct 2022 – Jun 2025 | Audit Committee Chair; People/Compensation/Culture Committee member |
| Spirit Realty Capital, Inc. | (prev.) NYSE: SRC | Director | 2021–2023 | Audit; Nominating & Governance committees |
Board Governance
- Independence and roles: Independent director; Audit Chair (since Jun 2025), Investment Chair (since Jan 2025), Nominating Committee member (since Dec 2022; Chair Dec 2022–Jan 2025); appointed to Special Committee (Sep 2025) for strategic transactions; designated “audit committee financial expert.”
- Board structure/attendance: Board held 22 meetings in FY 2024; each current director attended ≥75% of aggregate Board and committee meetings. Independent directors meet in executive session periodically.
- Special Committee compensation governance: Joined Special Committee with separate compensation terms (see “Fixed Compensation”), a common practice in complex transaction reviews but a potential incentive misalignment to monitor.
- Stock ownership guidelines: Outside directors must hold 4x annual cash retainer within 5 years of March 2025 adoption; 50% of net shares retained until compliant; hedging/pledging prohibited by Insider Trading Policy.
Fixed Compensation
| Component | 2024 Actuals | 2025 Policy / Terms | Notes |
|---|---|---|---|
| Board/Committee Cash Fees | $73,765 (fees earned in 2024) | Base annual director retainer: $65,000 (from Dec 2024); Chair retainers: Audit $25,000; Compensation $20,000; Investment $20,000; Nominating $15,000; Board Chair $50,000; $1,500 per meeting above 8 per year | Committee member retainers removed in Dec 2024 update |
| Special Committee Compensation (from Sep 23, 2025) | N/A | $40,000 per month; plus $5,000 for each day >4 hours on non‑routine matters; right to request transaction fee tied to any transaction agreed/consummated during service; expense reimbursement | Ms. Frymire ceased participating in Outside Director Compensation Policy upon Special Committee appointment |
Performance Compensation
| Equity Element | 2024 Grants | 2025 Policy | Vesting/Other Terms |
|---|---|---|---|
| Annual Director RSU Award | None granted to any non‑employee directors in 2024 due to S‑8 limitations/restatement impacts | Annual Award RSUs: $125,000 grant‑date fair value for non‑employee directors; Board Chair $175,000 | Vest on earlier of 1‑year from grant or next annual meeting; accelerate on change in control; non‑independent directors receive 50% of equity amount |
| Special Committee Effect | N/A | Ms. Frymire no longer eligible for Annual Award after Sep 23, 2025 | — |
No director performance metrics disclosed; director equity is time‑based RSUs. Executive PSU/bonus metrics are overseen by the Compensation Committee but are not part of director pay.
Other Directorships & Interlocks
| Entity | Overlap/Interlock Risk |
|---|---|
| NCR Atleos (Audit Chair; Comp member) | Financial/audit expertise relevant to SOND; no disclosed related‑party transactions with SOND. |
| Six Flags/Cedar Fair (former) | Prior hospitality/parks governance; no disclosed SOND conflicts. |
| Spirit Realty Capital (former) | REIT governance; no disclosed SOND conflicts. |
- Related‑party transactions: 2024–2025 financings involved certain >5% holders (Atreides, Polar) and former CEO; no transactions disclosed involving Ms. Frymire.
Expertise & Qualifications
- Audit/finance: Audit Committee Chair; SEC “financial expert”; extensive CFO/CEO background across travel, hospitality, insurance, and services; restructuring leadership during CWT reorganization.
- Industry: Travel and hospitality finance/operations (Starwood Vacation Ownership; airlines; CWT).
- Governance: Chairs multiple committees at SOND and external boards; experience in risk oversight and investment review (Investment Committee Chair).
- Education: BA Economics (Austin College); MBA (UT Austin McCombs).
Equity Ownership
| Ownership Detail (as of Record Date Sep 8, 2025) | Amount |
|---|---|
| Total beneficial ownership (common) | 67,262 shares |
| Directly owned common shares | 15,192 |
| RSUs vesting within 60 days (counted as beneficial) | 52,070 |
| Series A Preferred | None |
| Pledged shares | None noted for any current executive officer or director |
| Director ownership guideline | 4x annual cash retainer within 5 years (adopted Mar 2025); 50% net shares retention until compliant |
Governance Assessment
-
Strengths
- Independence, multi‑committee leadership, and designation as an audit committee financial expert strengthen financial reporting oversight.
- Attendance at or above Board minimum (>75%) across current directors in 2024; independent director executive sessions held.
- Robust governance policies: formal ownership guidelines; anti‑hedging/pledging; compensation recovery (clawback) policy in place.
- No Section 16(a) reporting issues disclosed for Ms. Frymire; no related‑party transactions involving her.
-
Watch items / RED FLAGS
- Special Committee compensation includes $40k/month plus incremental day fees and a right to request a transaction fee for deals agreed/consummated during service; while commonplace for transaction committees, investors should monitor potential incentive alignment as the committee evaluates strategic options.
- Audit Chair tenure began amid a period of financial reporting remediation and S‑8 limitations; directors received no equity grants in 2024 due to restatement impacts—monitor remediation progress and control enhancements under Audit Committee oversight.
- Board concentration of responsibilities (Audit Chair and Investment Chair concurrently) increases influence; ensure sufficient committee bandwidth and independent challenge are maintained.
-
Implications for investor confidence
- Her restructuring and multi‑site finance background, coupled with financial expert status and committee leadership, are positives for oversight during capital structure actions and strategic reviews.
- Special Committee fee construct and potential transaction fee warrant disclosure transparency on process safeguards to mitigate perceived conflicts.
Appendix: Board & Committee Snapshot (current)
| Committee | Role |
|---|---|
| Audit Committee | Chair; financial expert |
| Investment Committee | Chair |
| Nominating, Corporate Governance & Social Responsibility | Member; former Chair (Dec 2022–Jan 2025) |
| Special Committee (strategic transactions) | Member (since Sep 2025) |