Hugo Barra
SonosAbout Hugo Barra
Hugo Barra is an independent Class III director of Sonos, appointed April 7, 2025; he was determined by the Board to be independent under Nasdaq rules and, at appointment, was not assigned to any committees. He is co-founder and head of product at /dev/agents (AI agent operating systems) and previously co-founded and served as CEO of Detect (molecular diagnostics), led Oculus VR at Meta as VP, oversaw Xiaomi’s global expansion as VP, and was VP of Android product management at Google, scaling the ecosystem to its first billion users . As of his Form 3 filed April 10, 2025, Barra reported no securities beneficially owned in Sonos .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| /dev/agents | Co-founder and Head of Product | Current role as of Apr 2025 | Building next-gen OS for AI agents; deep AI expertise |
| Detect | Co-founder and CEO | Prior to /dev/agents; dates not disclosed | Ultra low-cost molecular diagnostics; operating leadership in biotech |
| Meta (Oculus VR) | Vice President | Prior role; dates not disclosed | Led Oculus VR division; consumer hardware and XR leadership |
| Xiaomi | Vice President | Prior role; dates not disclosed | Oversaw global operations and international expansion; scaled to world’s #3 smartphone manufacturer |
| Google (Android) | Vice President, Android Product Management | Prior role; dates not disclosed | Led Android ecosystem “from nascency through first billion users”; OS/platform scale experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| /dev/agents | Co-founder and Head of Product | Appointed prior to Sonos directorship; ongoing | Focused on AI agents OS; not disclosed as Sonos counterparty |
| Other public company boards | — | — | No other public company directorships disclosed in Sonos filings |
Board Governance
- Class and term: Appointed as a Class III director, term expiring at the 2027 Annual Meeting or until successor is duly elected/qualified .
- Independence: Board affirmatively determined Barra is independent under Nasdaq standards .
- Committees: None at the time of appointment .
- Board structure and practices (context): Chair and CEO roles are separated; independent directors meet regularly in executive sessions; only independent directors serve on committees; stock ownership guidelines apply; anti-hedging with limited, pre-approved pledging; ESG oversight split between NCG (program) and Audit (disclosures and risk) .
- Attendance: FY2024 attendance (≥75% for each director) predates Barra’s appointment; FY2024 annual meeting attendance was 4 of 8 directors (for context) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $55,000 | Standard non-employee director retainer |
| Board Chair additional retainer | $75,000 | Paid to Board Chair (not to Barra) |
| Audit Committee: Chair/member | $20,000 / $10,000 | Per year; only independent directors serve |
| CPD&I Committee: Chair/member | $20,000 / $10,000 | Per year |
| Nominating & Corporate Governance Committee: Chair/member | $20,000 / $10,000 | Per year |
| Expense reimbursement | Reasonable out-of-pocket | For Board/committee meetings |
Performance Compensation
| Equity Award | Grant Value | Vesting | Change-of-Control | Deferral |
|---|---|---|---|---|
| Annual RSU grant | ~$200,000 FMV | Vests in full on earlier of one-year anniversary or first annual meeting after grant, subject to service | ||
| Initial RSU grant (on appointment) | ~$200,000 FMV (prorated if outside annual meeting) | Same vesting convention; number of shares based on 30-day average price | ||
| CoC treatment | Accelerates and vests in full upon change of control (director RSUs under 2018 Plan) | |||
| Deferral election | Directors may defer RSU settlement to separation or set date | Company monitors compliance |
Performance metrics are not tied to non-employee director pay; director RSUs are time-based. For context, Sonos uses revenue and Adjusted EBITDA margin as executive incentive metrics and pays zero when thresholds are missed .
| Executive Incentive Metrics (Context) | Threshold → Target Structure | FY2024 Actual | Payout Result |
|---|---|---|---|
| Revenue (45% weight) | Threshold $1,550M; Target $1,750M; Max $2,000M | $1,518.1M | Below threshold → 0% payout |
| Adjusted EBITDA margin (45% weight) | Threshold 9.30%; Target 10.60%; Max 11.90% | 7.1% (Adj. EBITDA $107.9M) | Below threshold → 0% payout |
| DEI objectives (10% weight) | Miss/Met/Exceeded scale | Determined at 25% but waived | Waived; no bonus paid |
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Other public boards | None disclosed for Barra in Sonos filings |
| Board change on appointment | Michelangelo Volpi resigned from the Board and NCG Committee effective April 7, 2025; no disagreements reported |
Expertise & Qualifications
- World-class technologist with senior executive experience at leading consumer tech companies (Google Android, Xiaomi, Meta/Oculus) and founder/CEO in health-tech; deep AI product background relevant to Sonos’ software and device ecosystem .
- Proven ability to turn cutting-edge innovation into scaled products and platforms, including Android’s first billion users and Xiaomi’s global expansion to world’s #3 smartphone manufacturer .
- Operating leadership across hardware, software, and global go-to-market; VR/XR and mobile OS expertise that strengthens Sonos’ product strategy and AI roadmap .
Equity Ownership
| Category | Detail |
|---|---|
| Initial beneficial ownership | Form 3 (filed Apr 10, 2025): “No securities are beneficially owned.” |
| Director stock ownership guidelines | Company maintains rigorous stock ownership guidelines for non-executive directors; compliance monitored |
| Hedging/pledging | Hedging prohibited; pledging only in limited circumstances with Compliance Officer approval; no pledges approved in FY2024 |
| Indemnification | Company to enter standard indemnification agreement with Barra |
| Insider Filings | Date | Key Disclosure |
|---|---|---|
| Form 3 (Initial Statement of Beneficial Ownership) | Apr 10, 2025 | No securities beneficially owned |
Governance Assessment
- Positive signals: Independent appointment with strong AI/OS/product credentials; committee-only independence maintained across Board; executive sessions and separated Chair/CEO structure; robust director equity program with alignment via annual RSUs; strong say-on-pay support in 2024 (>96%) indicating shareholder confidence in compensation governance .
- Alignment considerations: Director RSUs are time-based (not performance-based), which is standard but relies on equity ownership and oversight engagement for alignment; stock ownership guidelines and anti-hedging/limited pledging policies mitigate misalignment risks .
- Watch items: No committee assignments yet at appointment (monitor future placement—Audit/NCG/CPD&I could leverage expertise); initial Form 3 shows no holdings—track RSU grants/any purchases for skin-in-the-game; director RSU change-of-control acceleration (common practice) may be viewed cautiously by some governance investors .
- Conflicts/related parties: Company disclosed no related-party transactions involving Barra and no arrangements underlying his appointment; Board affirmed independence .