Edward Lazarus
SonosAbout Edward Lazarus
Edward Lazarus is Chief Legal and Strategy Officer and Corporate Secretary, and has also served as Chief Strategy Officer since January 22, 2024; he previously served as CFO from November 2022 to January 2024 and as interim CFO from August–November 2022. He joined Sonos in January 2019; age 65; education includes a B.A. and J.D. from Yale University . Sonos’ FY2024 results drove zero NEO annual cash incentives and 0% PSU earn-out for the FY2024 tranche (metrics: revenue and Adjusted EBITDA margin), underscoring pay-for-performance rigor; Sonos reported FY2024 revenue of $1,518.1 million, Adjusted EBITDA of $107.9 million, GAAP net loss of $38.1 million, and free cash flow of $135 million . The company’s insider trading policy requires executive trades via Rule 10b5‑1 plans, prohibits hedging and limits pledging; a Dodd‑Frank compliant clawback applies to incentive compensation, and executives must meet stock ownership guidelines (5x salary for non-CEO NEOs) . At the 2024 annual meeting, >96% of votes supported the executive compensation program .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tribune Media Company | EVP, General Counsel & Corporate Secretary | 2013–2018 | Led enterprise legal/regulatory and governance for a public media company . |
| Federal Communications Commission | Chief of Staff to the Chairman | 2009–2012 | Senior leadership role overseeing policy and operations for U.S. telecom regulator . |
| Akin Gump Strauss Hauer & Feld LLP | Partner | 2000–2009 | Practiced law; advisory and advocacy at a major law firm . |
| Independent Consultant/Attorney | Consultant/Attorney | 2012–2013 | Strategic and legal advisory services . |
External Roles
| Organization | Role | Years |
|---|---|---|
| Sequoia Fund (mutual fund) | Director | 2015–present |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 383,462 | 475,000 | 475,000 |
| Target Bonus (%) | 65% | 65% | 65% |
| Actual Bonus Paid ($) | 17,136 | 62,059 | 0 (thresholds not met; DEI waived) |
Performance Compensation
Annual Cash Incentive (FY2024)
| Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| Revenue ($mm) | 45% | 1,750 | 1,518.1 | 0% (below threshold) |
| Adjusted EBITDA Margin (%) | 45% | 10.60% | 7.1% | 0% (below threshold) |
| DEI Objectives | 10% | Pre-set qualitative goals | 25% achievement, waived | 0% (waived) |
- Annual cash incentive payout for NEOs, including Lazarus: $0 for FY2024 .
Equity Awards and Vesting (FY2024)
| Award Type | Grant Date | Target/Earned | Vesting Terms |
|---|---|---|---|
| RSUs | 12/15/2023 | 107,511 shares (grant) | 1/12 vested on 11/15/2024; remaining 11/12 vest quarterly over 11 quarters . |
| PSUs (FY2022 award, FY2024 tranche) | performance goals set 12/29/2023 | 0% earned for FY2024 tranche (revenue + Adj. EBITDA margin below threshold) . | Three one-year performance periods; time-vest at end of 3 years if earned . |
| PSUs (FY2024 award) | 12/29/2023 approval | FY2024 tranche earned 0%; target structure 35,837 PSUs for Lazarus across 3 tranches . | Three one-year performance periods; time-vest at end of 3 years if earned . |
- FY2024 RSU/PSU design: 50% RSUs (time-based) and 50% PSUs (performance-based); PSU metrics: 50% revenue, 50% Adjusted EBITDA margin; earn-out range 0–200% per tranche .
Equity Ownership & Alignment
| Item | Value | Notes |
|---|---|---|
| Total Beneficial Ownership (shares) | 580,719 | Includes shares, options exercisable within 60 days, and RSUs vesting within 60 days . |
| Ownership as % of Shares Outstanding | ~0.48% | 580,719 / 121,118,745 shares outstanding as of 12/31/2024 . |
| Options exercisable within 60 days | 200,000 | Option strike $11.12; fully vested from 2/15/2019 grant . |
| In-the-money value of options (9/27/2024) | ≈$206,000 | (Market $12.15 − $11.12) × 200,000; market price reference and strike . |
| RSUs vesting within 60 days | 41,869 | As of 12/31/2024 . |
| Unvested RSUs outstanding | 107,511 | As of 9/28/2024; market value $1,306,259 at $12.15 . |
| PSU targets outstanding (future tranches) | 71,674 | Future tranches for FY2025–FY2026 (targets; goals not yet set as of 9/28/2024) . |
| RSU vesting cadence | Quarterly | Commenced 11/15/2024; 11 quarterly installments remain . |
| Stock Ownership Guidelines | 5x salary; retain 50% of after-tax shares until met | Executives on track or met guideline within 5 years of appointment . |
| Hedging/Pledging | Hedging prohibited; pledging only with approval | No pledges approved in FY2024; exec trades via Rule 10b5‑1 plans . |
| FY2024 RSU vesting/realized value | 39,361 shares vested; $594,241 realized | From Stock Vested table . |
Employment Terms
| Term | Details |
|---|---|
| Employment Form | At-will, per offer letter; eligibility for annual incentive and equity awards . |
| Current Role Start | Chief Strategy Officer added Jan 22, 2024; continues as Chief Legal Officer & Corporate Secretary . |
| Severance (non‑CIC) | None disclosed for Lazarus; only Ms. Findlay has defined severance in offer letter . |
| Change-of-Control (CIC) | Double-trigger acceleration for unvested options/RSUs/PSUs upon qualifying termination within 2 months before or 12 months after CIC (PSUs vest at target for incomplete periods) . |
| CIC Acceleration Value (as of 9/27/2024) | $2,244,470 |
| Clawback | Dodd‑Frank compliant; recoupment of excess incentive comp upon restatement, no fault required . |
| Tax Gross-ups | None for parachute/perqs; limited to relocation/commuting only . |
| Perquisites | Broad-based benefits; FY2024 “All Other Compensation” reflects 401(k) match of $10,350 . |
| Insider Trading | Mandatory Rule 10b5‑1 trading plans; blackout periods; pre-clearance; hedging prohibited; pledging limited . |
Investment Implications
- High alignment and risk sharing: 86%+ of non-CEO NEO target pay is variable; FY2024 annual bonus paid $0 and FY2024 PSU tranches earned 0%, reinforcing pay-for-performance discipline tied to revenue and Adjusted EBITDA margin .
- Limited severance and double-trigger CIC: No cash severance for Lazarus outside CIC; CIC economics concentrated in equity acceleration (est. $2.24 million), which aligns outcomes with shareholder value realization in transactions .
- Trading pressure considerations: Fully vested 200,000 options are only modestly in-the-money at $12.15 vs. $11.12 strike (≈$206k), while quarterly RSU vesting creates steady supply; mandatory 10b5‑1 plans and anti-hedging reduce opportunistic selling risk .
- Ownership and governance posture: Meaningful personal stake (~0.48% of shares outstanding); stringent ownership guidelines (5x salary), clawback policy, and anti-hedging/pledging constraints support long-term alignment .