Jeffrey Wang
DNA XAbout Jeffrey Wang
Independent director since July 2022; former Chairman of the Board (July 2022–November 2023). Age 31 as of June 20, 2024; BA in Computer Science from UC Berkeley. Career includes software engineering roles at Google (search ads backend, 2015–2019), Waymo (data warehouse, 2019–2022), and Plaid (software engineer since April 2022) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Plaid Inc. | Software Engineer | Apr 2022–Present | Technology execution; not a board role |
| Waymo LLC | Senior Software Engineer (Data Warehouse) | Aug 2019–Apr 2022 | Technical leadership |
| Google LLC | Senior Software Engineer (Search Ads backend) | Feb 2015–Aug 2019 | Technical infrastructure |
| Sonim Technologies, Inc. | Chairman of the Board | Jul 2022–Nov 2023 | Led board; now independent director |
External Roles
| Entity | Role | Tenure | Notes |
|---|---|---|---|
| AJP Holding Company, LLC | Sole Manager; 40% owner of membership interests | Since Apr 2022 | AJP subscribed to 20,833,333 shares ($17.5M) in Sonim; CEO appointment tied to subscription |
| Orbic Group (as defined) | Group member | As of 2025 | Proxy agreement grants Orbic voting power over AJP shares; group includes Wang, AJP, Orbic, Ashima Narula, Parveen Narula |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent under Nasdaq rules; one of four independent directors as of 2024 |
| Committees | None listed for Wang (not a member of Audit, Compensation, or Nominating) |
| Attendance | Met at least 75% attendance for Board/committee meetings in FY2023 |
| Years of Service | Director since July 2022 |
| Executive Sessions | Board holds regular executive sessions of non-management directors |
Fixed Compensation
| Component (FY2024) | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $35,000 | Non-employee director cash policy |
| Committee cash fees | $0 | Not on any committee |
| Chair cash premium | $0 | Not chair in 2024 (Mulica chair) |
| Total cash | $35,000 | FY2024 director comp table |
| Equity RSUs grant-date fair value | $60,000 | 7,895 RSUs granted on June 20, 2024 |
| Options | $0 | No option awards to directors in 2024 |
| Total compensation | $95,000 | FY2024 director comp table |
Policy references:
- Standard annual RSU: $60,000, vest on earlier of 1-year from grant or immediately prior to next AGM .
- Cash committee fees: Audit ($15k chair/$7.5k member), Compensation ($10k/$5k), Nominating ($7.5k/$3.75k) .
Performance Compensation
| Element | Structure | Metrics | Vesting/Change-of-Control |
|---|---|---|---|
| Annual Director RSUs (FY2024) | Time-based RSUs | None for director awards | Fully vest upon change of control or upon death/disability; standard vest as above |
| Performance Awards (Plan) | Plan permits performance awards company-wide | Plan metrics may include EPS, EBITDA, TSR, ROE/ROA, revenue, margin, cash flow, etc. | Administrator-defined; not applied to standard director RSUs |
No disclosed director-specific performance metrics or PSU targets for Wang; director RSUs are time-based .
Other Directorships & Interlocks
| Company/Entity | Type | Role/Linkage | Notes |
|---|---|---|---|
| AJP Holding Company, LLC | Private | Sole Manager; 40% owner | AJP invested in Sonim; Wang’s role creates potential influence on management appointments |
| Orbic North America, LLC | Private | Group member via proxy with AJP | Proxy grants Orbic voting control over AJP’s Sonim shares; potential interlock in voting power |
No other public company directorships disclosed for Wang .
Expertise & Qualifications
- Technical expertise in large-scale software systems (Google, Waymo, Plaid); BA Computer Science, UC Berkeley .
- Board leadership experience as Sonim Chairman in 2022–2023 .
- Investor/operator perspective via AJP investment and governance arrangements .
Equity Ownership
| Date | Holder | Shares | % Outstanding | Notes |
|---|---|---|---|---|
| May 30, 2024 | Jeffrey Wang (incl. RSUs and AJP aggregation per SEC method) | 19,663,257 | 41.98% | Beneficial ownership includes AJP; Wang disclaims beneficial ownership except to pecuniary interest |
| Dec 31, 2024 | Unvested RSUs (Wang) | 11,022 | N/A | Unvested RSUs balance |
| Sep 15, 2025 | Jeffrey Wang (direct) | 21,302 | N/A | Direct common shares |
| Sep 15, 2025 | AJP Holding Company, LLC | 1,946,345 | 11.07% | Managed by Wang; proxy grants voting to Orbic |
| Sep 15, 2025 | Orbic North America, LLC | 1,000 | 11.07% | Group member; % shown for Orbic as 5% holder |
Notes:
- 2024 figures precede the 1-for-10 reverse stock split effective July 17, 2024; 2025 figures reflect post-split and changed share count .
- Insider trading/pledging: Company policy prohibits hedging, short sales, options, margin accounts, and pledging of Sonim stock . No pledges disclosed for Wang.
Governance Assessment
- Independence vs control: Wang is designated independent and not on committees, yet is sole manager and 40% owner of AJP, which financed Sonim and influenced CEO appointment (Liu named CEO at subscription), creating a risk of perceived influence over management and board composition despite formal independence. The 2024 proxy shows Wang beneficially owning 41.98% under SEC rules; in 2025, AJP (managed by Wang) and Orbic each held 11.07%, with a proxy giving Orbic voting control over AJP’s shares—an interlock that can shape voting outcomes. This is a governance red flag for potential conflicts and minority shareholder dilution risk .
- Committee insulation: Not serving on Audit/Comp/Nominating mitigates direct influence on pay setting and oversight; attendance met ≥75% in 2023, supporting engagement .
- Director pay alignment: Modest pay mix ($35k cash, $60k time-based RSUs), standard vesting and CoC acceleration; no director options. RSU structure aligns with equity ownership but lacks performance link—typical for directors .
- Related party exposure: Subscription/Voting/Registration Rights Agreements tied to AJP; proxy arrangement with Orbic over AJP shares—material related-party dynamics requiring robust Audit Committee oversight per policy .
RED FLAGS: Concentrated ownership/control dynamics via AJP/Orbic; voting proxy granting Orbic voting power over AJP’s shares; large beneficial stake historically; influence over CEO appointment via investment terms .
Related Party Transactions (conflict review)
- Subscription Agreement (Apr 13, 2022): AJP purchased 20,833,333 Sonim shares for $17.5M; concurrent appointment of Peter Liu as CEO; Wang is AJP’s sole manager and 40% owner .
- Voting/Support Agreements: Pre-closing voting commitments by insiders; terminated upon closing .
- Registration Rights Agreement: Obligations to register AJP-held shares; standard indemnification provisions .
- Orbic proxy over AJP shares: AJP’s shares subject to a proxy granting voting power to Orbic; limits AJP dispositive power; Wang is sole manager of AJP .
Company’s Related-Person Transactions Policy requires Audit Committee review, recusal, and best-interest determinations for transactions >$120k involving directors/5% holders .
Director Compensation Policy Details
| Policy Element | Detail |
|---|---|
| Annual RSU grant | $60,000 grant-date value; one-year vest or immediately prior to next AGM; full acceleration on CoC/death/disability |
| Chair RSU | Additional $50,000 RSUs to non-executive chair (not applicable to Wang in 2024) |
| Cash retainers | $35,000 director; Chair additional $50,000 (not applicable to Wang in 2024) |
| Committee fees | Audit ($15k chair/$7.5k member), Compensation ($10k/$5k), Nominating ($7.5k/$3.75k) |
| Clawback | Awards subject to clawback under Nasdaq/Dodd-Frank; no single-trigger mandatory vesting in plan; repricing protections |
Say-on-Pay & Shareholder Feedback
- As an emerging growth company, Sonim is not required to conduct say-on-pay votes until it exits EGC status; EGC status scheduled to end December 31, 2024 (subject to criteria) .
Equity Plan Performance Metrics (plan-level)
- The 2019 Plan permits performance awards tied to metrics including EPS, EBITDA, TSR, ROE/ROA, revenue, margins, cash flow, market share, and others; director RSUs are time-based and do not disclose performance targets .
Summary Implications for Investors
- Governance risk stems from Wang’s managerial control of AJP, substantial historical beneficial ownership, and the proxy arrangement ceding voting of AJP shares to Orbic, which can shape control outcomes. While Wang’s lack of committee roles and standard director pay align with best practices, investors should monitor related-party transactions and voting group dynamics for potential minority shareholder dilution or control issues .
