Vanessa Barmack
About Vanessa Barmack
Vanessa E. Barmack, age 40, is General Counsel and Secretary of Sonder Holdings Inc. (SOND), appointed in May 2025 after serving as Interim General Counsel and Secretary from November 2024 to May 2025. She joined Sonder in November 2021 as Managing Counsel, previously a partner in McDermott Will & Emery’s Real Estate practice (New York) from 2013 to November 2021; she holds a B.A. in Government (University of Redlands) and a J.D. (University of Notre Dame) . During her tenure, company execution included completing the full integration of the Marriott partnership in Q2 2025; recent company performance showed FY2024 revenue of $621.3M vs. $602.1M in FY2023 (+3.2%), with Adjusted EBITDA improving from $(169.4)M in FY2023 to $(105.5)M in FY2024, and net loss narrowing to $(224.1)M in FY2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sonder Holdings Inc. | General Counsel & Secretary | May 2025–Present | Oversees legal, governance, and disclosure; designated proxy holder and SEC signatory . |
| Sonder Holdings Inc. | Interim General Counsel & Secretary | Nov 2024–May 2025 | Provided continuity through leadership transition and financing/Marriott integration period . |
| Sonder Holdings Inc. | Associate General Counsel | Aug 2023–Nov 2024 | Advanced internal legal leadership ahead of interim GC role . |
| Sonder Holdings Inc. | Managing Counsel | Nov 2021–Aug 2023 | Supported post‑SPAC legal operations and portfolio optimization program period . |
| McDermott Will & Emery LLP | Partner, Real Estate (NYC) | 2013–Nov 2021 | Led complex real estate matters; relevant to Sonder’s lease‑intensive model . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| McDermott Will & Emery LLP | Partner, Real Estate | 2013–Nov 2021 | Deep transactional experience in real estate law supporting hospitality leasing strategies . |
Company Performance Context (during tenure)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenue ($USD Thousands) | $602,066 | $621,272 |
| Net Loss ($USD Thousands) | $(295,668) | $(224,087) |
| Adjusted EBITDA ($USD Thousands) | $(169,412) | $(105,483) |
| Marriott integration status | — | Full integration completed Q2 2025 |
Fixed Compensation
- Executive compensation framework: cash (base salary + annual bonus) and long‑term equity (RSUs/PSUs), with pay-for-performance orientation and risk oversight by the Compensation Committee .
- Named Executive Officer (NEO) specifics are provided for certain executives (CEO/CFO/CRO/CLAO) in the Summary Compensation Table; individual base salary or bonus details for Ms. Barmack are not disclosed in the proxy .
- Stock Ownership Guidelines (March 2025): executive officers required to hold stock equal to 3× base salary within five years; 50% retention of net shares until guideline met; all executive officers are currently within the compliance transition period .
Performance Compensation
- 2025 program updates: Compensation Committee—advised by Ferguson Partners—introduced an annual cash STIP and revised LTIP to include PSUs (strategic/financial goals) and RSUs (time‑vesting); specific target bonus amounts and grant sizes were disclosed for certain NEOs (e.g., Davidson, Picard), not for Ms. Barmack .
- Equity award timing practices: grants generally approved in Q1; no options granted to NEOs in the four business days prior to or one day after MNPI disclosures in 2024 .
Equity Ownership & Alignment
| Policy / Practice | Detail |
|---|---|
| Stock Ownership Guidelines | Executive officers must hold 3× base salary within five years; 50% net share retention until met; executives remain in transition period . |
| Hedging/Pledging | Insider Trading Policy prohibits hedging, pledging, margin accounts, and short sales; requires trade pre‑clearance and permits compliant 10b5‑1 plans . |
| Clawback | Compensation recovery policy allows recoupment of incentive pay upon restatement; applies to executive compensation tied wholly or partly to financial reporting measures . |
| Beneficial Ownership | Security ownership table lists holdings for directors and named executive officers; Ms. Barmack’s individual holdings are not disclosed in the table . |
Employment Terms
- Appointment chronology: Interim GC & Secretary (Nov 2024–May 2025); GC & Secretary since May 2025 .
- Severance frameworks: Company maintains 2021 and 2023 Severance Plans with lump‑sum cash, healthcare cash, and equity acceleration upon qualifying terminations (participation varies by executive; Ms. Sears excluded); individual participation details for Ms. Barmack are not disclosed .
- Governance and disclosures: Ms. Barmack is a designated proxy holder and frequently serves as SEC filing signatory for 8‑Ks, evidencing centrality in disclosure controls .
Risk Indicators & Red Flags
- Legal proceedings: Company discloses no material legal proceedings involving directors, officers, or affiliates adverse to the Company .
- Anti‑hedging/pledging: Policy mitigates misalignment risks; bans pledging reduces collateral‑driven selling pressure risk .
- Clawback readiness: Formal recovery policy aligned with SEC rules; Company previously assessed restatement impacts and determined no clawbacks due to metric scope .
- Capital structure dynamics: 2025 proxy outlines warrants and share increase proposals that may affect dilution and control—important for trading context though not specific to Ms. Barmack’s compensation .
Compensation Committee & Oversight
- Composition: Compensation Committee chaired by Simon Turner; Erin Wallace member (post‑Sept 2025); independent advisor Ferguson Partners engaged and reaffirmed independent in May 2025 .
- Processes: Self‑evaluation annually; charter‑based risk assessment of compensation practices; authority to retain independent advisors .
Investment Implications
- Alignment and selling pressure: Executive ownership guidelines and strict anti‑pledging/hedging policy reduce forced‑sale/derivative hedging risks and increase alignment; Ms. Barmack is within the five‑year transition window to meet 3× salary ownership—expect net share retention on future vesting until compliant .
- Data visibility: Lack of disclosed base salary, bonus targets, and grant sizes for Ms. Barmack limits precise pay‑for‑performance calibration; monitoring future proxies for RSU/PSU grants and ownership table inclusion will improve signal quality .
- Execution context: As GC/Secretary and filing signatory, Barmack’s role is pivotal in governance, disclosure controls, and strategic transactions; company performance trends (revenue growth, Adjusted EBITDA improvement) and Marriott integration indicate operational progress during her legal leadership window, but trading signals should incorporate broader dilution/control proposals and liquidity developments outlined in the 2025 proxy .