Julius Genachowski
SonosAbout Julius Genachowski
Julius Genachowski, 62, is an independent director of Sonos and Chairperson of the Board (since May 2023). He has served on the Sonos Board since September 2013 and currently sits on the Audit and Compensation, People & Diversity & Inclusion (CPD&I) Committees and chairs the Nominating & Corporate Governance (NCG) Committee. Genachowski is a former Chairman of the U.S. Federal Communications Commission (2009–2013), a Senior Advisor (since Jan 2024) and former Partner/Managing Director (2014–2023) at The Carlyle Group, and previously held senior roles at IAC/InterActiveCorp; he holds a B.A. from Columbia University and a J.D. from Harvard Law School and clerked for U.S. Supreme Court Justice David H. Souter .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Federal Communications Commission | Chairman | 2009–2013 | Led the FCC; deep government/regulatory expertise |
| The Carlyle Group | Partner & Managing Director | 2014–2023 | Finance/transactions; investor oversight |
| The Carlyle Group | Senior Advisor | Jan 2024–present | Advisory role on investments/strategy |
| IAC/InterActiveCorp | Senior executive positions | Not disclosed | Operating experience in internet/media |
| President’s Intelligence Advisory Board | Member (under President Obama) | Not disclosed | National security advisory experience |
| U.S. House staff | Staff to Rep. Charles Schumer; staff to House Select Committee on Iran‑Contra | Not disclosed | Public policy oversight |
| U.S. Supreme Court | Law Clerk to Justice David H. Souter | Not disclosed | Legal credentials |
External Roles
| Company/Institution | Role | Since/Through | Committees/Notes |
|---|---|---|---|
| Mastercard Incorporated | Director; Audit Committee Chair | Current | Audit Chair; public company board |
| Mattel, Inc. | Director | Current | Public company board |
| Sprint Corporation | Director | Aug 2015–Apr 2020 | Former public board |
| The Carlyle Group | Senior Advisor | Jan 2024–present | Global investment firm |
Board Governance
- Independence and leadership: Sonos’ Board determined all directors other than the interim CEO are independent; Genachowski is independent and serves as Chairperson, presiding over regular executive sessions of non‑management directors .
- Committee assignments: Genachowski is a member of the Audit and CPD&I Committees and chairs the Nominating & Corporate Governance Committee .
- Attendance and engagement: In FY2024, the Board met 4x; Audit 6x; CPD&I 3x; NCG 3x, and each director attended at least 75% of aggregate board and committee meetings during their service period .
- Governance practices: Independent committees only; annual Board and committee self‑evaluations; strong stockholder engagement; no poison pill; ESG oversight allocated to NCG (program) and Audit (disclosures/risk); anti‑hedging policy and tightly controlled pledging .
Sonos Committee Roles (Genachowski)
| Committee | Role | Key Oversight Areas |
|---|---|---|
| Audit | Member | Financial reporting, internal controls, major risk exposures (incl. cybersecurity, ESG/climate), related‑party transactions |
| CPD&I | Member | Executive and director compensation, clawback policy, human capital/DEI oversight |
| Nominating & Corporate Governance | Chair | Board composition, evaluations, governance policies, CSR/sustainability program oversight |
Fixed Compensation (Director)
| Fiscal Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| FY2024 | 160,000 | 203,103 | 363,103 |
- Director cash/equity structure (policy): Annual Board retainer $55,000; Board Chair premium $75,000; Audit/CPD&I/NCG member fees $10,000; committee chair fees $20,000; annual RSU grant ≈$200,000 FMV; RSUs vest at earlier of 1‑year anniversary or next annual meeting; directors may elect to defer settlement; RSUs accelerate in full upon change of control .
Performance Compensation (Director)
- Performance metrics: Non‑employee director equity is time‑based RSUs; no performance‑conditioned director awards are used. Annual RSU grant for FY2024 carried a grant‑date fair value of $203,103 for Genachowski and follows the standard vesting as above; he elected to defer settlement on his annual grant (deferred RSUs noted below) .
- Clawback: Sonos maintains a Dodd‑Frank–compliant clawback policy for executive incentive compensation; directors’ cash retainers/RSUs are not performance‑based .
Other Directorships & Interlocks
| Company | Interlock/Committee Conflicts | Notes |
|---|---|---|
| Compensation Committee interlocks | None reported for FY2024 | No Sonos execs sat on boards/comp committees of entities with reciprocal relationships; CPD&I members had no Item 404 relationships . |
| Related‑party transactions | None in FY2024 | Audit Committee oversees related‑party approvals; no transactions requiring disclosure in FY2024 . |
Expertise & Qualifications
- Government/regulatory leader: Former FCC Chairman; strong public policy and regulatory acumen applicable to platform, IP, antitrust, and privacy issues .
- Financial/accounting and risk oversight: Audit Chair at Mastercard; extensive transactional and governance experience from Carlyle and public boards .
- Technology/media operating experience: Senior executive roles at IAC; experience in communications, media, and consumer technology .
- Legal credentials: Harvard J.D.; Supreme Court clerkship; enhances governance rigor and oversight .
Equity Ownership
Beneficial Ownership (as of December 31, 2024)
| Holder | Shares Owned Outright | Options Exercisable (≤60 days) | RSUs Vested/Deferred | Total Beneficial Ownership | Ownership % |
|---|---|---|---|---|---|
| Julius Genachowski | 49,841 | 54,376 | 25,622 | 129,839 | <1% |
Outstanding Awards (as of September 28, 2024)
| Award Type | Quantity | Status/Notes |
|---|---|---|
| Stock options | 54,376 | Outstanding as of 9/28/24 |
| RSUs (unvested) | 10,656 | Unvested as of 9/28/24 |
| RSUs (vested, deferred) | 25,622 | Vested; settlement deferred per election |
- Ownership alignment: Non‑employee directors must hold shares equal to 5x the annual cash retainer within five years; directors must retain 50% of net after‑tax shares until guideline met. Sonos states each director has met or is on track within the timeframe; vested but unexercised options and unvested RSUs count toward the guideline .
- Hedging/pledging: Hedging prohibited; pledging permitted only with Compliance Officer approval; no pledges were approved in FY2024 .
Governance Assessment
- Board effectiveness: Independent Chair separate from CEO; Genachowski presides over executive sessions; annual self‑evaluations; robust committee structure; strong risk oversight and ESG governance split between NCG (program) and Audit (disclosures/risk) support investor confidence .
- Independence and engagement: Board affirmed independence for all non‑management directors; each director met minimum attendance; active stockholder outreach; anti‑hedging policy in place .
- Compensation alignment: Director pay mix balanced between cash and time‑based RSUs with the ability to defer; no performance‑based director pay that could distort incentives; change‑in‑control RSU acceleration is standard market practice .
- Ownership alignment: Rigorous 5x retainer ownership guideline and hold‑until‑met policy; directors on track or compliant, reinforcing long‑term alignment .
- Conflicts and red flags: No related‑party transactions disclosed; no CPD&I interlocks; hedging prohibited and no pledges approved in FY2024. These mitigate conflict and alignment risks. Say‑on‑pay support was >96% at the 2024 meeting, indicating broad shareholder approval of compensation practices and governance oversight .
RED FLAGS: None disclosed for Genachowski in FY2024 regarding related‑party transactions, Section 16 filings, hedging/pledging, or attendance. Investors may continue to monitor time commitments given concurrent roles (Sonos Chair; Mastercard Audit Chair; Mattel director; Carlyle Senior Advisor), all of which are disclosed .