Joanna Coles
SonosAbout Joanna Coles
Joanna Coles (age 62) has served on Sonos, Inc.’s board since February 2020 and is currently a Class I director nominated for re‑election at the March 11, 2025 annual meeting. She is independent under Nasdaq rules and serves on Sonos’ Nominating & Corporate Governance Committee; she is Chief Content Officer at The Daily Beast (since April 2024). Coles previously served as Chief Content Officer at Hearst Magazines and Editor‑in‑Chief at Cosmopolitan and Marie Claire; she holds a B.A. in English and American literature from the University of East Anglia .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Daily Beast | Chief Content Officer | Apr 2024–present | Content leadership and brand strategy |
| Hearst Magazines | Chief Content Officer | Sep 2016–Aug 2018 | Oversaw editorial for 300 titles globally |
| Cosmopolitan | Editor-in-Chief | Sep 2012–Sep 2016 | Global brand stewardship |
| Marie Claire | Editor | Apr 2006–Sep 2012 | Editorial leadership |
| The Times of London | Journalist | Sep 1998–Sep 2001 | Reporting |
| The Guardian | New York Bureau Chief | 1997–1998 | Bureau management |
| Northern Star Investment Corp. II/III/IV | Chair & CEO | Since Nov 2020 (within past five years) | SPAC leadership; capital markets experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Snap Inc. (public) | Director | Current | Consumer tech/social media board role |
| Bark, Inc. (public) | Director | Within past five years | Omnichannel pet brand (former SPAC) |
| Northern Star Investment Corp. II/III/IV (public) | Chair & CEO | Within past five years | SPACs; governance and transaction experience |
| Grover (private) | Director | Current (as disclosed 2024) | Consumer electronics rental platform |
| KDC-One (private) | Director | Current (as disclosed 2024) | Beauty manufacturing company |
| Fallen Journalists Memorial Foundation (non-profit) | Board | Current (as disclosed 2024) | Non-profit governance |
| Cornell Capital | Special Advisor | Since 2019 | Private equity advisory |
Board Governance
- Independence: The Board determined all directors other than the interim CEO are independent; Coles is independent under Nasdaq rules .
- Committee assignments:
- Current (as of Jan 27, 2025): Nominating & Corporate Governance Committee member .
- Prior (FY 2023): Served on Audit and Compensation, People & Diversity & Inclusion (CPD&I) Committees; Audit Committee members are financially literate per Board policy .
- Attendance and engagement: In FY 2024, the Board met 4 times; Audit met 6; CPD&I met 3; Nominating & Corporate Governance met 3. Each director attended at least 75% of aggregate Board and assigned committee meetings during periods of service .
- Executive sessions: Non‑employee directors meet regularly in executive sessions presided over by the Chair .
- ESG oversight: Nominating & Corporate Governance oversees CSR/sustainability; Audit oversees ESG disclosures and risk .
Committee Memberships (evolution)
| Committee | FY 2023 | As of Jan 27, 2025 |
|---|---|---|
| Audit | Member | Not listed |
| CPD&I | Member | Not listed |
| Nominating & Corporate Governance | Not listed (served on NCG in 2024 per board composition table) | Member |
Fixed Compensation
Policy and actual cash retainers indicate strong equity alignment with modest cash fees.
| Metric | FY 2020 | FY 2021 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Fees Earned or Paid in Cash ($) | $17,170 | $48,324 | $65,000 | $71,666 |
| Annual Director RSU Grant – Fair Value ($) | $157,086 | $211,932 | $198,018 | $203,103 |
| Cash vs. Equity Mix (% of total) | 9% cash / 91% equity | 19% cash / 81% equity | 25% cash / 75% equity | 26% cash / 74% equity |
Policy details:
- Annual Board retainer $55,000; Committee chair/member retainers: Audit $20k/$10k; CPD&I $20k/$10k; NCG $20k/$10k; Board Chair $75k .
- Annual RSU grant ≈$200,000 FMV; vests on earlier of one‑year anniversary or next annual meeting; pro‑rata vesting if service ends (other than for Cause); change‑of‑control accelerates vesting .
Performance Compensation
Director equity is time‑based; Sonos does not use performance metrics for director compensation.
| Feature | Detail |
|---|---|
| Annual Director RSU Grant | ~$200,000; time‑vest schedule as described; deferral of settlement available; accelerates on change of control |
| Performance metrics tied to director pay | None; director equity does not include performance conditions |
Other Directorships & Interlocks
| Company | Relationship to SONO | Potential Interlock/Conflict |
|---|---|---|
| Snap Inc. | Unrelated consumer/social platform | No related‑party transactions disclosed involving Coles or Snap |
| Bark, Inc. | Former director (within past five years) | No related‑party transactions disclosed |
| Northern Star SPACs II/III/IV | Former Chair & CEO | No related‑party transactions disclosed |
Related-Party Transactions: Sonos reports no transactions in FY 2024 requiring related‑party review or SEC disclosure; Audit Committee pre‑approves related‑party transactions and oversees compliance .
Expertise & Qualifications
- Media leadership and brand development across global consumer audiences; partnership building at the intersection of culture and commerce .
- Governance experience on public boards (Snap; Bark; SPACs) and private/non‑profit boards .
- Audit Committee service (FY 2023), with board policy requiring financial literacy among Audit members .
Equity Ownership
| Metric | Dec 31, 2023 | Dec 31, 2024 |
|---|---|---|
| Beneficial Ownership (shares) | 6,617 (<1%) | 9,388 (<1%) |
| Equity Awards Outstanding | Sep 30, 2023 | Sep 28, 2024 |
|---|---|---|
| RSUs outstanding (units) | 10,011 | 10,656 |
Ownership alignment policies:
- Director stock ownership guideline: 5x annual cash retainer; 5‑year compliance window; retain 50% of after‑tax shares until met. As of the record date, all directors have met or are on track to meet guidelines .
- Anti‑hedging; pledging prohibited except in limited cases with Compliance Officer approval; no pledges approved in FY 2024 .
Governance Assessment
-
Strengths:
- Independent director with cross‑industry brand expertise; prior Audit and CPD&I committee service enhances oversight breadth .
- Strong equity weighting (~74–91% of total director pay historically), supporting alignment with shareholder outcomes; standard RSU vesting and change‑of‑control protections are transparent .
- No related‑party transactions; robust insider trading and anti‑hedging policies; structured stock ownership guidelines and compliance trajectory .
-
Watch items:
- Modest direct shareholdings (9,388 shares; <1%); alignment primarily via RSUs rather than large open‑market holdings, though consistent with peer practice and guideline framework .
- Committee rotation from Audit/CPD&I (FY 2023) to Nominating & Corporate Governance (FY 2025) changes oversight focus; continued effectiveness should be monitored via annual evaluations .
-
Red flags:
- None disclosed regarding attendance (≥75% threshold met), related‑party transactions, hedging/pledging, or director‑specific pay anomalies .