Karen Boone
SonosAbout Karen Boone
Independent director at Sonos since June 2017; current chair of both the Audit Committee and the Compensation, People & Diversity & Inclusion (CPD&I) Committee; designated Audit Committee financial expert. Background spans CFO/President roles at RH and audit partnership at Deloitte; holds a B.S. in Business Economics from UC Davis. Age 51 (as of Jan 27, 2025). The Board has determined she is independent under Nasdaq rules, and directors (including Boone) attended at least 75% of board/committee meetings in FY2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RH (Restoration Hardware) | President, Chief Financial & Administrative Officer | May 2014 – Aug 2018 | Oversaw finance, accounting, HR, legal, IR; strategic/financial planning, governance, risk oversight (incl. cyber/product safety) |
| RH (Restoration Hardware) | Chief Financial Officer | Jun 2012 – May 2014 | Finance leadership |
| Deloitte & Touche LLP | Audit Partner (various roles since 1996) | 1996 – Jun 2012 | Assurance leadership; public company audit experience |
External Roles
| Company | Role | Notes |
|---|---|---|
| Peloton Interactive | Director; Interim Co‑CEO & Co‑President (May–Oct 2024); Interim CEO & President (Nov–Dec 2024) | Current public company directorship |
| Rivian Automotive | Director | Current public company directorship |
| Private companies | Director | Several private boards |
Board Governance
- Independence: Independent director; Sonos board has six of seven independent directors (roles of Chair and CEO are separate).
- Current committee roles (as of Jan 27, 2025): Audit (Chair); CPD&I (Chair); Audit Committee financial expert.
- Prior year roles (as of Jan 29, 2024): Audit (Chair); CPD&I (member).
- Attendance and engagement: Each director attended ≥75% of board/committee meetings in FY2024; four of eight directors attended the 2024 AGM; ongoing investor outreach program.
- Executive sessions: Non‑employee directors meet regularly in executive session (presiding director is the independent Chair).
- Risk & ESG oversight: Audit oversees major risk exposures (including cybersecurity, ESG/climate, data privacy) and ESG disclosures; Nominating & Corporate Governance oversees ESG program; CPD&I oversees people/DEI.
Fixed Compensation
Director cash fee policy (applies to non‑employee directors):
- $55,000 annual board retainer
- Committee chairs: Audit $20,000; CPD&I $20,000; Nominating & Corporate Governance $20,000
- Committee members (non‑chair): $10,000 (each committee)
- Board Chair additional retainer: $75,000
FY actuals for Karen Boone:
| Metric | FY2023 | FY2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 85,000 | 85,000 |
| Stock Awards ($) | 198,018 | 203,103 |
| Total ($) | 283,018 | 288,103 |
Notes:
- FY2024 cash aligns with policy: $55k board retainer + $20k Audit Chair + $10k CPD&I member = $85k (she was CPD&I member in FY2024; she became CPD&I Chair in 2025).
Performance Compensation
Director equity structure and metrics:
- Annual director grant: RSUs ≈$200,000 grant‑date fair value; vests fully on earlier of one‑year anniversary or next AGM; pro‑rata vest on separation (other than for cause); directors may elect to defer settlement; accelerates upon change of control under the 2018 Plan.
- FY2023 and FY2024 awards for Boone: $198,018 and $203,103, respectively (aggregate grant-date fair value).
| Performance Metric Tied to Director Equity | FY2023 | FY2024 |
|---|---|---|
| Metrics/Goals | None – time‑based RSUs (no performance metrics) | None – time‑based RSUs (no performance metrics) |
Other Directorships & Interlocks
- Current public company boards: Peloton Interactive; Rivian Automotive.
- Interlocks/conflicts: Sonos reports no related‑party transactions requiring disclosure in FY2024; Audit Committee reviews/approves any such items per policy.
Expertise & Qualifications
- Financial expert (Audit Committee financial expert designation).
- C‑suite experience (President/CFO/CAO at RH); audit background (Deloitte audit partner).
- Skills cited by Sonos: strategic/financial planning, governance and risk oversight (incl. cybersecurity, product safety), global operations (finance, accounting, HR, legal, IR).
- Education: B.S. in Business Economics, University of California, Davis.
Equity Ownership
| Item | Detail |
|---|---|
| Total Beneficial Ownership (shares) | 87,229; less than 1% of outstanding |
| Breakdown included in beneficial ownership | 19,830 shares directly owned ; 31,766 options exercisable within 60 days ; 35,633 vested RSUs deferred to later settlement |
| Other equity not counted in beneficial ownership | 10,656 unvested RSUs (as of Sep 28, 2024) |
| Hedging/Pledging | Hedging prohibited; pledging only with Compliance Officer approval; no pledges approved in FY2024 |
| Ownership guidelines | Non‑employee directors: 5x annual cash retainer; each director has met or is on track within five years |
Say‑on‑Pay & Shareholder Feedback
| Vote | 2023 | 2024 | 2025 |
|---|---|---|---|
| Say‑on‑Pay (For / Against / Abstain) | 89,323,976 / 3,195,411 / 359,235 | 90,206,425 / 3,531,643 / 122,277 | 53,007,053 / 41,871,423 / 181,048 |
| AGM Attendance (quorum detail) | 82% of outstanding present | 86.65% of outstanding present | 90.35% of outstanding present |
| Say‑on‑Frequency | — | — | One year (92,453,432 votes) |
Investor engagement: Sonos conducts ongoing outreach; recent campaigns engaged investors representing ~18% of institutional ownership in connection with annual meetings.
Compensation Committee Analysis
- Composition: FY2024 CPD&I members included Boone (member) with Tom Conrad as Chair; FY2025 CPD&I chaired by Boone.
- Consultant: Semler Brossy (independent compensation consultant); committee determined no conflicts of interest.
- Interlocks: No CPD&I interlocks in FY2024 (noting Deirdre Findlay resigned from the Board Oct 3, 2023 and became an officer Oct 16, 2023); no executive served on another company’s comp committee with reciprocal overlap.
Governance Policies Relevant to Alignment
- Director equity acceleration: Director RSUs accelerate and vest in full upon change of control (under 2018 Plan).
- Stock ownership guidelines: 5x retainer for directors; retention requirement of 50% net shares until guideline met.
- Anti‑hedging/pledging: Hedging prohibited; pledging restricted (no FY2024 approvals).
- Clawback: Dodd‑Frank‑compliant recoupment policy for executive incentive compensation tied to restatements.
Governance Assessment
-
Positives
- Dual committee chairmanship (Audit and CPD&I) and “financial expert” designation signal strong board effectiveness and oversight depth.
- Clear director pay structure and stable mix (cash + time‑based RSUs) with robust ownership guidelines; ability to defer RSU settlement aligns long‑term interests.
- No related‑party transactions disclosed for FY2024; anti‑hedging and tight pledging controls reduce conflict/hedging risk.
-
Watch items
- 2025 Say‑on‑Pay support (share counts) was materially lower than prior years, suggesting shareholder sensitivity to pay/performance or governance matters; CPD&I chaired by Boone will likely face heightened investor scrutiny.
- Governance changes adopted (officer exculpation; bylaw updates) passed with strong support; ongoing investor communications remain important.
-
RED FLAGS: None disclosed related to pledging, related‑party transactions, or option repricing; attendance thresholds met.