Jonathan Mildenhall
SonosAbout Jonathan Mildenhall
Independent Class III director of Sonos since January 25, 2024; age 57. Currently Chief Marketing Officer at Rocket Companies (since January 2024), co‑founder and Executive Chairman of TwentyFirstCenturyBrand; previously CMO at Airbnb (2014–2018) and senior global marketing leader at The Coca‑Cola Company (2007–2014). Education: Higher National Diploma in Business & Finance (Manchester Metropolitan University), Harvard Business School Advanced Management Program; Honorary Doctorate (Manchester Metropolitan University) . The Board has determined he is independent under Nasdaq rules; only the interim CEO is non‑independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Airbnb | Chief Marketing Officer | 2014–2018 | Led global brand and marketing |
| The Coca‑Cola Company | SVP, Integrated Marketing Communication & Design Excellence | 2013–2014 | Global brand/marketing leadership |
| The Coca‑Cola Company | SVP, Global Advertising Strategy & Content Excellence | 2007–2013 | Global advertising strategy |
| Various (earlier career) | Marketing and advertising leadership roles | — | Brand/creative leadership |
External Roles
| Organization | Type | Role | Tenure | Notes |
|---|---|---|---|---|
| Rocket Companies | Public | Chief Marketing Officer | Jan 2024–present | Executive role concurrent with SONO directorship |
| TwentyFirstCenturyBrand | Private | Co‑Founder & Executive Chairman | — | Brand strategy consultancy |
| Fanatics, Inc. | Private | Director | Current | Non‑public company board |
| Peloton Interactive | Public | Director | Feb 2022–Dec 2023 | Prior public company board |
| Northern Star Investment Corp. IV | Public (SPAC) | Director | Mar 2021–Sep 2023 | Prior public company board |
Board Governance
- Committee assignments: Member, Compensation, People & Diversity & Inclusion (CPD&I) Committee; CPD&I chaired by Karen Boone. Other committee chairs: Audit—Karen Boone; Nominating & Corporate Governance—Julius Genachowski .
- Independence: Board determined all directors except the interim CEO are independent under Nasdaq rules; Mildenhall is independent .
- Attendance: In FY2024 the Board met 4x; Audit 6x; CPD&I 3x; Nominating 3x. Each director attended at least 75% of applicable meetings during their service period .
- Governance structure: Independent Chair (Julius Genachowski); Chair and CEO roles separated; regular executive sessions of independent directors .
- Stockholder engagement: Formal outreach program; at 2024 annual meeting cycle the company sought input from holders representing ~55% of institutional shares and met with ~18% .
Fixed Compensation
| Component | Policy Detail | FY2024 Amount (Mildenhall) |
|---|---|---|
| Annual cash retainer | $55,000 for non‑employee directors | $43,333 (prorated cash fees) |
| Committee membership fee | $10,000 per member for CPD&I; $20,000 for chair roles | Included in cash above (member, not chair) |
| Board Chair fee | $75,000 (if serving as Chair) | Not applicable |
| Meeting fees | None disclosed (no per‑meeting fees) | — |
Notes: Director cash fees are complemented by annual equity; fees are prorated for partial‑year service .
Performance Compensation
Directors do not receive performance‑conditioned pay; equity is time‑based RSUs designed to align with shareholders. RSUs vest on the earlier of one‑year from grant or the next annual meeting; initial grants are ~US$200,000 (prorated if appointed off‑cycle). All non‑employee director RSUs accelerate upon a change in control; directors may elect to defer settlement of RSUs until separation or a set date .
| Equity Component | FY2024 Grant Value | Shares Outstanding/Unvested | Vesting/Terms |
|---|---|---|---|
| Annual/initial RSUs | $226,908 (grant date fair value) | 10,656 RSUs outstanding as of 9/28/24 | Vests in full at earlier of 1‑year from grant or next annual meeting; CoC acceleration; deferral optional |
Director Compensation Mix (FY2024)
| Type | Amount |
|---|---|
| Cash fees | $43,333 |
| Stock awards (RSUs) | $226,908 |
| Total | $270,241 |
Other Directorships & Interlocks
- Current public company boards: None .
- Prior public company boards (last 5 years): Peloton Interactive (Feb 2022–Dec 2023); Northern Star Investment Corp. IV (Mar 2021–Sep 2023) .
- Compensation committee interlocks: None reported for FY2024; no reciprocal executive/director interlocks disclosed .
Expertise & Qualifications
- Deep consumer brand, global marketing, design and advertising expertise; track record of driving innovative campaigns and broadening brand appeal to diverse audiences .
- Brings C‑suite operating experience (CMO roles) and board experience at consumer and SPAC entities .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (common shares) | 1,464 shares owned as of Dec 31, 2024 |
| Ownership as % of outstanding | ≈0.001% (1,464 / 121,118,745 shares outstanding) |
| Unvested/vested equity | 10,656 RSUs outstanding as of 9/28/24 |
| Stock options | None disclosed for Mildenhall |
| Hedging/pledging | Hedging prohibited; pledging only in limited cases with approval; no pledges approved in FY2024 |
| Ownership guidelines | Non‑employee directors: 5x annual cash retainer; directors must retain 50% of net shares until met; each director has met or is on track within 5 years |
Governance Assessment
-
Strengths and positive signals
- Independence and relevant expertise: Independent director with extensive brand/marketing leadership; appointed to CPD&I, which oversees executive pay and human capital strategy .
- Pay alignment and restraint: Director pay follows a standard structure with modest cash retainers and time‑vested RSUs; no performance cash, perquisites, or single‑trigger CoC vesting for employee awards; director RSUs accelerate only upon CoC consistent with market .
- Shareholder alignment & oversight: Robust ownership guidelines (5x retainer) with retention requirements; anti‑hedging/limited pledging; no related‑party transactions disclosed in FY2024 .
- Shareholder support: Say‑on‑pay received >96% support at the 2024 annual meeting, signaling broad investor approval of compensation governance .
-
Watch items
- Early tenure/ownership ramp: As a January 2024 appointee, current beneficial ownership is modest (1,464 shares), though policy provides five years to meet the 5x retainer guideline and the company reports directors are on track .
- External executive role: Concurrent CMO role at Rocket Companies may constrain time, though no conflicts or related‑party dealings with Sonos were reported in FY2024 .
Additional Reference Data (Board and Committee Functioning)
- Board/committee meetings (FY2024): Board (4), Audit (6), CPD&I (3), Nominating (3); all directors ≥75% attendance .
- CPD&I independence and advisor: Committee composed solely of independent directors; retains Semler Brossy as independent consultant; no consultant conflicts identified .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay: >96% votes cast in favor of NEO compensation .
- Engagement: Outreach to holders representing ~55% of institutional shares; discussions with ~18%; Board briefed on feedback .
Related‑Party Transactions and Conflicts
- Policy requires Audit Committee review/approval of related‑party transactions >$120,000; none required disclosure in FY2024 .
- Insider trading policy mandates 10b5‑1 plans for directors and prohibits hedging; pledging permitted only with approval .
Insider Trades
- No Form 4 documents were returned for SONO in our search, and the company reported no Section 16(a) filing delinquencies for FY2024 (ListDocuments result for Form 4 returned 0).
Overall, Mildenhall brings high‑impact brand expertise and independence to the CPD&I Committee. Compensation structure, ownership policies, and disclosure practices indicate strong alignment and low governance risk, with the primary monitoring item being timely progression toward director ownership guidelines given recent appointment .