Paul Aronzon
About Paul Aronzon
Paul Aronzon (age 70) is a Class I independent director appointed on September 23, 2025; he serves on Sonder’s Special Committee focused on strategic transactions. He is Managing Member of PSA Consulting, LLC (since 2019), and previously was Co-Managing Partner of Milbank’s Los Angeles office and co-leader of its global financial restructuring group (2008–2019), and EVP/Managing Director at Imperial Capital (2006–2008). He holds a BA in Political Science from California State University Northridge and a JD from Southwestern University School of Law; the Board cites his deep restructuring and strategic transactions expertise. The Board has affirmatively determined his independence under Nasdaq and SEC standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PSA Consulting, LLC | Managing Member | 2019–present | Advisor on restructurings and strategic transactions |
| Milbank, Tweed, Hadley & McCloy LLP (Los Angeles) | Co-Managing Partner; Co-Leader, Global Financial Restructuring | 2008–2019 | Led complex corporate restructurings/reorganizations |
| Imperial Capital LLC | Executive Vice President; Managing Director | 2006–2008 | Investment banking on distressed/special situations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed in Sonder filings for Aronzon | — | — | No other public company directorships noted in his biography or appointment disclosure |
Board Governance
- Classification and term: Class I director; nominated at the 2025 annual meeting for a three-year term expiring at the 2028 annual meeting if elected .
- Committee service: Member of the Board’s Special Committee (created September 2025) evaluating strategic transactions; no standing committee assignments (Audit, Compensation, Investment, Nominating) listed for Aronzon in the proxy director matrix .
- Independence: Board determined he is independent under Nasdaq/SEC standards .
- Attendance context: The Board held 22 meetings in FY2024; current members attended at least 75% of meetings and applicable committees for periods when they were directors (Aronzon joined in 2025) .
- Executive sessions: Independent directors meet periodically in executive session per Nasdaq requirements .
Fixed Compensation
| Component | Amount/Terms | Effective Date/Trigger |
|---|---|---|
| Monthly director fee (Special Committee service) | $40,000 per month | Director agreement dated September 23, 2025; continues until service termination |
| Per diem for non-routine matters | $5,000 per day when >4 hours addressing matters outside routine Board business | As needed; per Director Agreement |
| Transaction fee right | Right to request a transaction fee for any transaction agreed/consummated during service, based on time spent, results achieved, and other factors | Discretionary; no fixed schedule disclosed |
| Expense reimbursement | Reasonable, documented travel expenses to Board/committee meetings | Ongoing per Director Agreement |
| Outside Director Compensation Policy | Not applicable to Aronzon; excluded from standard cash/equity policy | N/A |
Performance Compensation
| Metric/Instrument | Structure | Targets/Formula | Notes |
|---|---|---|---|
| Equity-based director awards (RSUs/Options) | None under Outside Director Compensation Policy for Aronzon | N/A | Aronzon does not receive standard director equity grants |
| Transaction fee (discretionary) | Based on time spent and results achieved | No formulaic targets disclosed | Potential contingent compensation linked to transactions |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Appointment arrangements/understandings | None; no arrangements or understandings pursuant to which he was appointed |
| Related party transactions (Item 404(a)) | None requiring disclosure between Aronzon and the Company |
| Family relationships | None with directors or executive officers |
Expertise & Qualifications
- 40+ years advising companies, boards, creditors, and other parties in restructurings, reorganizations, and recapitalizations; cited by the Board as his core contribution to Sonder’s strategic oversight. Education: BA (Political Science) and JD; senior leadership roles at Milbank and Imperial Capital reinforce legal/financial restructuring expertise .
- Appointed to Special Committee for strategic transaction evaluation in September 2025, indicating targeted deployment of restructuring/transaction expertise .
Equity Ownership
| Category | Detail |
|---|---|
| Beneficial ownership (Form 3) | Reported “No securities are beneficially owned” as of the event date; Form 3 filed September 30, 2025 |
| Proxy beneficial ownership table | Lists “Paul Aronzon —” (less than 1% ownership; effectively none disclosed) |
| Ownership as % of outstanding | 0% per proxy table entry for Aronzon |
| Vested vs. unvested shares | None disclosed |
| Options (exercisable/unexercisable) | None disclosed |
| Pledged shares | Company policy historically prohibits hedging/pledging; no pledging disclosed for Aronzon |
| Stock ownership guidelines | Outside Directors must hold 4x the annual cash retainer; compliance required within 5 years; 50% retention of shares delivered until met; 100% retention if not achieved by specified period; all Outside Directors currently in transition (<5 years) |
Governance Assessment
- Strengths
- Independence affirmed; background aligns with Sonder’s current strategic needs (Special Committee role) .
- Deep restructuring and transaction expertise can enhance Board effectiveness during strategic evaluations .
- Risk indicators and potential red flags
- Cash-heavy compensation with discretionary “transaction fee” right could create perceived incentive misalignment toward deal-making; not tied to equity or long-term TSR metrics .
- No equity holdings reported; while stock ownership guidelines allow a 5-year transition, current lack of ownership reduces immediate alignment with shareholders .
- No standing committee assignments (Audit/Compensation/Nominating/Investment) as of the proxy; engagement concentrated in the Special Committee .
- No related-party transactions disclosed—a positive signal—but continued monitoring warranted given consulting background and transaction-fee provision .
Insider Filings
| Form | Date Filed | Key Details |
|---|---|---|
| Form 3 (Initial Statement of Beneficial Ownership) | 2025-09-30 | No securities beneficially owned; POA on file; event date 2025-09-23 |
Committee Context (Board-wide, for reference)
| Committee | Current Members | Notes |
|---|---|---|
| Special Committee | Aronzon; Stein; Frymire | Established September 2025 for strategic transactions |
| Audit | Chair: Frymire; Members include van Paasschen; Turner (per matrix) | Aronzon not listed |
| Compensation | Chair: Turner; Members include Wallace | Aronzon not listed |
| Investment | Chair: Frymire; Members: van Paasschen; Turner | Established January 2025 |
| Nominating, Corporate Governance & Social Responsibility | Chair: Wallace; Member: Frymire | Aronzon not listed |
Summary implications: Aronzon’s appointment and Special Committee role signal a near-term focus on strategic and restructuring pathways. However, his compensation structure (monthly cash plus potential transaction fee) and absence of equity awards create an alignment gap that investors should watch, particularly if significant transactions are pursued. Independence and lack of related-party transactions are positives, but ownership guideline progress and any utilization of the transaction fee should be monitored closely for potential conflicts.