Sanjay Banker
About Sanjay Banker
Independent director (not classified as independent under Nasdaq rules due to prior employment) at Sonder Holdings Inc. since January 2023; age 50 as of September 25, 2025 . Former President and CFO of Sonder (Jan–Dec 2022), and previously CFO (Jan 2019–Jan 2022) and President (Sep 2020–Jan 2022) of Legacy Sonder; currently CEO of Private Medical (since June 2024). Education: B.S. in Economics (Wharton) and M.B.A. (Harvard Business School) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sonder Holdings Inc. | President & CFO | Jan 2022–Dec 2022 | Senior executive role through de‑SPAC integration |
| Legacy Sonder (pre-Business Combination) | CFO; President | CFO: Jan 2019–Jan 2022; President: Sep 2020–Jan 2022 | Led finance and operations pre‑listing |
| TPG Growth | Partner | Mar 2013–Jan 2019 | Investment leadership |
| Bain Capital | Principal | Sep 2004–Mar 2013 | Private equity investing |
| McKinsey & Company | Engagement Manager | Sep 1996–Aug 2004 | Strategy consulting |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Private Medical | Chief Executive Officer | Jun 2024–present | High-end concierge medicine provider |
Board Governance
- Board class and term: Class III director; current term expires at 2027 annual meeting .
- Independence: Board has determined Mr. Banker is not independent due to former employee status .
- Committees: No current committee assignments (not listed on Audit, Compensation, Nominating, or Investment Committees) .
- Attendance: The Board held 7 meetings in 2023; all current members attended ≥75% of Board/committee meetings. In FY 2024, the Board held 22 meetings; all current members attended ≥75% of meetings .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $35,000 | $35,000 |
| Advisory/Other Cash Compensation ($) | $509,367 (transition advisory agreement $473,680; COBRA $21,134; related tax gross-up $14,553) | — (no additional disclosed “other” comp) |
| Policy Context | Standard non-employee director cash retainer was $35,000 in 2023; increased to $65,000 in Dec 2024 (committee member fees removed; chair retainers increased) | Outside Director Compensation Policy updated Dec 2024: $65,000 board retainer; chair retainers: Audit $25,000; Compensation $20,000; Investment $20,000; Nominating $15,000; meeting fee $1,500 beyond 8 meetings/year |
Performance Compensation
| Equity Grants | Grant Date | Shares/Units | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Initial RSU grant | Jan 3, 2023 | 12,598 RSUs | Included in 2023 total stock awards of $399,966 | One-third annually, subject to service |
| Prorated Annual RSU grant | Jun 7, 2023 | 6,258 RSUs | Included in 2023 total stock awards of $399,966 | Vests in full at earlier of 1-year or next annual meeting, subject to service |
| Annual RSU grant (policy) | 2024 | — (no equity grants due to Form S-8 issues) | — | — |
| Equity policy changes | Dec 2024 | Annual RSU grant value set to $125,000; Board Chair $175,000; non-employee directors not independent receive 50% of equity compensation they would otherwise receive | — | — |
Performance metrics: Director equity awards are time-based RSUs; no performance metrics disclosed for directors. Executive PSU metrics were introduced in 2025 for executives, not directors .
Other Directorships & Interlocks
| Company | Role | Committee Positions | Notes |
|---|---|---|---|
| None disclosed (public company boards) | — | — | No public company directorships disclosed for Mr. Banker |
Expertise & Qualifications
- Finance and investment expertise from TPG Growth and Bain Capital; prior CFO/President roles at Sonder provide deep operating and capital markets knowledge .
- Strategy and operational experience from McKinsey; current healthcare leadership broadens perspective, but limited industry conflict overlap with hospitality .
Equity Ownership
| Metric | 2024 (older) | 2025 (newer) |
|---|---|---|
| Common Shares Beneficially Owned (Number; %) | 221,724; 1.9% | 246,612; 1.8% |
| Series A Preferred Beneficially Owned (Number; %) | 29,000; 0.2% | 100,000; <1% (asterisk indicates <1%) |
| Vested/Exercisable Options (within 60 days) | — | 182,266 shares underlying options exercisable within 60 days |
| RSUs vesting within 60 days | — | 49,689 RSUs vesting within 60 days |
| Direct Common Shares | — | 14,657 common shares held directly |
| Shares pledged as collateral | None disclosed for Mr. Banker (pledging noted only for CEO’s exchangeables in 2024; otherwise no pledging by current directors) |
Governance Assessment
- Independence and committee roles: Mr. Banker is not independent and holds no committee assignments, limiting direct influence over audit, compensation, and nominating processes—this may constrain board checks-and-balances around management oversight .
- Related-party/executive transition payments: Material advisory and benefit-related payments in 2023 following his transition ($509,367 total) could be perceived as a potential independence concern for a sitting director, even if ordinary-course, warranting monitoring by investors focused on governance rigor .
- Equity alignment: He holds common stock, vested options, and RSUs; stock ownership guidelines adopted in March 2025 require Outside Directors to hold 4x annual retainer, with 5-year compliance and 50% retention until met; however, as a non-independent director, equity awards are paid at 50% of standard levels per the updated policy .
- Compliance signals: One administrative error in Section 16 reporting (Form 4) noted for Mr. Banker regarding acquisition of Series A preferred stock; while minor, it indicates operational control gaps that were acknowledged and corrected .
- Attendance and engagement: Board met frequently (22 meetings in FY 2024); directors attended ≥75%, suggesting baseline engagement, though absence of committee roles limits Mr. Banker’s formal oversight channels .
RED FLAGS
- Not independent; prior executive status and 2023 transition payments may raise perceived conflicts for investors scrutinizing board independence .
- Section 16 reporting error (Form 4) for Mr. Banker in 2024 disclosure cycle (reported in 2025 proxy) .
Positive Signals
- Meaningful equity/option exposure and continuing director service; board adopted formal ownership guidelines and tightened equity award structures in late 2024–2025 .
- No pledging or hedging permitted under insider trading policy; clawback policy in place .
Notes on Policies Relevant to Alignment and Risk
- Insider Trading Policy prohibits hedging, pledging, and derivatives; directors must pre-clear trades; 10b5‑1 plans are permitted .
- Clawback Policy: recovery of incentive-based compensation upon accounting restatement; disclosed and filed as an exhibit .
- Director Compensation Policy changes: equity grant values standardized; equity for non-independent directors reduced to 50%; cash retainers increased for board and chairs; meeting fees for >8 meetings/year .
All information above is drawn from Sonder’s DEF 14A proxies and 8-K filings:
— 2024 DEF 14A (Nov 8, 2024): Board composition, director bios, independence, director compensation tables and RSU grants, equity plan details, ownership table **[1819395_0001753926-24-001840_g084537_def14a.htm:16]** **[1819395_0001753926-24-001840_g084537_def14a.htm:18]** **[1819395_0001753926-24-001840_g084537_def14a.htm:22]** **[1819395_0001753926-24-001840_g084537_def14a.htm:24]** **[1819395_0001753926-24-001840_g084537_def14a.htm:38]** **[1819395_0001753926-24-001840_g084537_def14a.htm:39]** **[1819395_0001753926-24-001840_g084537_def14a.htm:40]** **[1819395_0001753926-24-001840_g084537_def14a.htm:58]**.
— 2025 DEF 14A (Sep 25, 2025): Updated Board composition, independence, committee structures, stock ownership guidelines, director compensation policy changes, ownership breakdown, Section 16 compliance note **[1819395_0001819395-25-000120_a2025proxystatementdef14a2.htm:16]** **[1819395_0001819395-25-000120_a2025proxystatementdef14a2.htm:21]** **[1819395_0001819395-25-000120_a2025proxystatementdef14a2.htm:23]** **[1819395_0001819395-25-000120_a2025proxystatementdef14a2.htm:25]** **[1819395_0001819395-25-000120_a2025proxystatementdef14a2.htm:36]** **[1819395_0001819395-25-000120_a2025proxystatementdef14a2.htm:37]** **[1819395_0001819395-25-000120_a2025proxystatementdef14a2.htm:39]** **[1819395_0001819395-25-000120_a2025proxystatementdef14a2.htm:40]** **[1819395_0001819395-25-000120_a2025proxystatementdef14a2.htm:41]** **[1819395_0001819395-25-000120_a2025proxystatementdef14a2.htm:50]** **[1819395_0001819395-25-000120_a2025proxystatementdef14a2.htm:52]** **[1819395_0001819395-25-000120_a2025proxystatementdef14a2.htm:29]**.
— 8‑K (Jul 24, 2023): Executive transitions (context) **[1819395_0001819395-23-000104_son-20230719.htm:1]**.