Bracken Darrell

About Bracken Darrell

Bracken Darrell, 61, is an independent Class I director of Sonos, appointed February 12, 2024. He is President and CEO of VF Corporation (since July 2023) and previously served more than 10 years as President and CEO of Logitech; he holds a B.A. from Hendrix College and an MBA from Harvard Business School . Sonos determined he is independent under Nasdaq standards and disclosed no related-party transactions at appointment; he entered into the standard Sonos indemnification agreement .

Past Roles

External Roles

Board Governance

• Committee assignments (as of Jan 27, 2025): Audit Committee member; not a chair. Audit Committee chaired by Karen Boone (Audit Committee Financial Expert) .
• Independence: Independent director (Board determination) .
• Tenure and class: Class I; director since Feb 2024 .
• Attendance and engagement: In Fiscal 2024, the Board met 4 times; Audit met 6 times; CPD&I met 3 times; Nominating & Corporate Governance met 3 times. Each director attended at least 75% of aggregate Board and committee meetings during their service period. Four of eight directors attended the March 11, 2024 annual meeting .
• Governance practices: Six of seven directors independent; Chair and CEO roles are separate; independent directors meet in executive session; anti-hedging policy and restricted pledging (no pledges approved in FY2024); no poison pill .
• Committee scope highlights: Audit oversees financial reporting, risk (including cybersecurity/ESG/climate), ESG disclosures, and related-party approvals . CPD&I oversees executive/director pay, stock plans, clawback policy, human capital/D&I .

Fixed Compensation (Non-Employee Director)

Policy summary (applies to all non-employee directors):

• Annual Board retainer: $55,000; Board Chair retainer: $75,000. Committee retainers: Audit Chair $20,000; Audit member $10,000; CPD&I Chair $20,000; CPD&I member $10,000; NCG Chair $20,000; NCG member $10,000 .
• Equity: ~$200,000 in RSUs at each annual meeting; initial ~$200,000 RSUs upon appointment, prorated if mid-cycle. RSUs vest 1-year from grant or at the next annual meeting, whichever is earlier; pro rata vesting on service cessation (non-cause). Change-in-control: director RSUs accelerate and vest in full. Directors may elect to defer settlement of RSUs until separation or a set date .

Performance Compensation (Director Program)

Other Directorships & Interlocks

• Current public board: VF Corporation .
• Compensation committee interlocks: Company disclosed none for CPD&I in Fiscal 2024 (applies to committee composition; Darrell is on Audit) .

Expertise & Qualifications

• Selected for track record in building enterprise value, world-class product design and innovation, consumer brand marketing, purpose-driven leadership at CEO level, and deep international experience .
• Education: B.A. (Hendrix College), MBA (Harvard Business School) .

Equity Ownership

Beneficial ownership and outstanding awards:

• Beneficial ownership as of Dec 31, 2024: 957 shares (<1%) .
• Outstanding stock awards as of Sept 28, 2024: 10,656 shares subject to outstanding RSUs; no options .
• Stock ownership guidelines: 5x annual cash retainer for directors; 5 years to comply; must retain 50% of after-tax shares until guideline met. Company states directors have either met or are on track within the five-year window as of record date .

Insider filings (Form 3/4) — transactions and post-transaction holdings:

Governance Assessment

• Strengths/positive signals

  • Independence confirmed; appointed without related-party ties .
  • Audit Committee member; committee oversees financial reporting, risk (including cybersecurity/ESG), ESG disclosures, and related-party approvals, supporting robust oversight .
  • Strong attendance culture: each director ≥75% of scheduled Board/committee meetings in FY2024; Board met 4x; Audit 6x .
  • Ownership alignment: rigorous 5x retainer guideline; retention requirement; anti-hedging; pledging only with approval, with no pledges approved in FY2024 .
  • Alignment action: open-market purchase (~22.4k shares at $11.15) in Aug 2025 increased holdings to ~49.5k shares, a positive confidence indicator (Form 4) .

• Potential risks/watch items

  • Time commitments: active public-company CEO (VF) may constrain availability; however, FY2024 attendance thresholds maintained at Board level .
  • Not designated the Audit Committee Financial Expert (role held by Karen Boone); expertise focus is operating/brand leadership rather than accounting specialization .

Director Compensation Program Details (Structure Reference)

Other Directorships & Interlocks

RED FLAGS and Related-Party Exposure

• Related-party transactions: None involving Darrell disclosed at appointment .
• Hedging/pledging: Hedging prohibited; pledging requires approval; no pledges approved in FY2024 .
• Option repricing/tax gross-ups: Company policy highlights no tax gross-ups (except relocation) and balanced risk programs; no poison pill .

Director Compensation (FY2024) — Detail

Notes on Independence, Term, and Election

• Appointed as Class I director on Feb 12, 2024; term expires at 2025 Annual Meeting or until successor elected/qualified .
• Independent under Nasdaq listing standards .
• Board/committee composition as of Jan 27, 2025 reflects Audit membership .

Insider Trades — Source Confirmation

• Form 3 (initial), Form 4 awards (Feb and March 2024; March 2025), and Form 4 open-market purchase (Aug 2025) retrieved via insider-trades skill; SEC filing links included above for verification.

Conclusion for Investors

• Governance profile is solid: independent, Audit Committee service, strong company-wide ownership/anti-hedging controls, and no related-party issues disclosed. Open-market buying in 2025 is a positive alignment signal. Primary watch item is bandwidth due to concurrent VF CEO role, though Board-level attendance standards were met and Audit oversight breadth mitigates risk .