Saori Casey
SonosAbout Saori Casey
Saori Casey, 57, is Chief Financial Officer at Sonos, appointed effective January 22, 2024. She served as Apple’s VP of Financial Planning & Analysis and Investor Relations from 2011–2023 and previously spent 15 years as a finance executive at Cisco; she holds a B.A. in Economics (UC Santa Barbara) and an MBA (Drucker School, Claremont Graduate University), and sits on the Houzz board (Audit Chair and Compensation Committee) since 2019 . Sonos’ FY2024 financial performance under the incentive frameworks tied to Ms. Casey’s compensation registered revenue of $1.518 billion and Adjusted EBITDA margin of 7.1% ($107.9 million)—below threshold—resulting in 0% payout on financial metrics and the committee waiving DEI attainment, so no annual incentives were paid; the FY2024 PSU tranche likewise earned 0% . The proxy’s pay-versus-performance discussion emphasizes alignment between realizable compensation and TSR/Adjusted EBITDA margin over time due to heavy use of at-risk equity .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Apple Inc. | Vice President, FP&A and Investor Relations | 2011–2023 | Senior finance leadership and investor relations for a leading consumer tech company |
| Cisco Systems Inc. | Finance executive (various roles) | 15 years prior to 2011 | Long-tenured finance leadership at a global communications technology manufacturer |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Houzz Inc. | Director; Audit Committee Chair; Compensation Committee member | Since 2019 | Governance oversight (audit chair) and compensation oversight at a leading home remodeling/design platform |
Fixed Compensation
| Item | FY2024 | Notes |
|---|---|---|
| Base Salary ($) | $550,000 | Determined at commencement of employment; deemed competitive by CPD&I |
| Target Bonus (% of Salary) | 65% | Unchanged vs standard NEO target |
| Actual Bonus Paid ($) | $0 | Financial metrics below threshold; DEI waived → no payouts |
| All Other Compensation ($) | $7,635 | 401(k) match, standard benefits |
| Total Compensation ($) | $7,827,024 | Salary + stock awards + other comp |
Performance Compensation
Annual Cash Incentive Plan (FY2024)
| Metric | Weighting | Target (for 100% payout) | Actual FY2024 | Payout Outcome |
|---|---|---|---|---|
| Revenue | 45% | $1,750 million | $1,518 billion | 0% (below threshold) |
| Adjusted EBITDA Margin | 45% | 10.60% | 7.1% (Adj. EBITDA $107.9m) | 0% (below threshold) |
| DEI Objectives | 10% | Committee-assessed | 25% attainment determined; waived for payout | 0% (waived) |
Notes:
- Bonus opportunity ranges: 0–200% for financial metrics; 0–150% for DEI (linear interpolation) .
PSUs (FY2024 grant; three one-year performance tranches)
| Grant Date | Threshold (#) | Target (#) | Maximum (#) | Grant Date Fair Value ($) | Performance Metrics & Weighting | FY2024 Tranche Outcome |
|---|---|---|---|---|---|---|
| 2/15/2024 | 24,875 | 99,500 | 199,000 | $1,859,655 | Revenue (50%) & Adjusted EBITDA margin (50%) per one-year goals | 0% earned for FY2024 tranche (below threshold) |
Vesting mechanics:
- PSUs vest after three years, subject to continued employment, with three separate one-year performance determinations (each 1/3 of target); unearned tranches for FY2024 were 0% .
RSUs (New hire equity)
| Grant Date | Shares (#) | Grant Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|
| 2/15/2024 | 298,500 | $5,578,965 | 1/3 on 2/15/2025, then equal quarterly installments over the next eight quarters (through early 2027), subject to continued employment |
Schedule implications:
- Initial cliff vest: 99,500 shares on 2/15/2025 (1/3 of 298,500) .
- Subsequent vesting: 24,875 shares per quarter over the next eight quarters (298,500×(2/3)/8) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (12/31/2024) | 110,042 shares; less than 1% |
| Shares Outstanding (12/31/2024) | 121,118,745 |
| Ownership % | ~0.091% (110,042 ÷ 121,118,745) |
| Unvested RSUs at FY-End | 298,500; market value $3,626,775 at $12.15 |
| Target PSUs (unearned at FY-End) | 199,000; value at target $2,417,850 at $12.15 |
| Stock Ownership Guidelines | 5× salary for other NEOs; 50% after-tax retention on vesting until guideline met |
| Compliance Status | Each NEO met or is on track within 5 years |
| Hedging/Pledging | Hedging prohibited; pledging only with Compliance Officer approval; no pledges approved in FY2024 |
| Clawback Policy | Dodd-Frank compliant recoupment of excess incentive compensation upon restatement; no fault requirement |
Employment Terms
| Term | Detail |
|---|---|
| Employment Start | CFO effective January 22, 2024 |
| Employment Nature | At-will via offer letter; eligibility for annual cash incentive and equity grants; standard confidentiality/invention assignment agreement |
| Annual Incentive Target | 65% of salary |
| Change-in-Control (CIC) Treatment | Full acceleration of unvested options, RSUs, PSUs upon involuntary termination without cause or resignation for good reason within 2 months prior to or 12 months following a CIC (“double trigger”) |
| CIC Estimated Acceleration (Equity) | $6,044,625 estimated for Ms. Casey (at $12.15/share; assuming qualifying termination at FY2024-end) |
| Severance (Non-CIC) | No salary severance provisions disclosed for Ms. Casey; Ms. Findlay only received severance due to employment terms |
| Anti-Hedging/Anti-Pledging | Hedging prohibited; pledging requires approval, none approved FY2024 |
| Tax Gross-ups | No executive tax gross-ups (except relocation/commuting) |
| Governance & Say-on-Pay | 96% say-on-pay approval at 2024 meeting |
Investment Implications
- Pay-for-performance alignment: Ms. Casey’s compensation is predominantly equity-based with explicit links to revenue and Adjusted EBITDA margin. FY2024 outcomes (0% financial payout; PSU tranche 0%) demonstrate sensitivity to underperformance and avoid paying for misses .
- Upcoming vesting and potential selling pressure: The 298,500 new-hire RSUs vest 99,500 shares on 2/15/2025 and 24,875 shares quarterly thereafter for eight quarters, creating scheduled liquidity events; anti-hedging and tight pledging controls mitigate misalignment risks .
- Retention risk vs alignment: Strong stock ownership guidelines (5× salary) and retention-focused RSU structure align incentives; CIC provisions provide meaningful equity acceleration only on a double trigger, limiting windfalls absent actual termination around a transaction .
- Governance quality signals: Robust clawback policy, high say-on-pay support (96%), and absence of tax gross-ups support shareholder-friendly practices; reliance on Radford survey and an independent consultant (Semler Brossy) suggests disciplined pay setting .
Overall, Ms. Casey’s package is high in at-risk equity with clear performance linkages and rigorous governance guardrails, indicating strong alignment with shareholders. Near-term vesting cadence warrants monitoring for potential Form 4 activity around scheduled dates, while CIC economics highlight material equity acceleration only under double-trigger conditions .