Shamayne Braman
SonosAbout Shamayne Braman
Shamayne Braman (age 36) served as Sonos’ Chief People Officer from September 2022 until her employment ended on August 18, 2025; she previously was Sonos’ Chief Diversity, Equity & Inclusion Officer (October 2021–September 2022). She holds a B.A. in English from Princeton University and a master’s degree in education policy and management from Harvard University . During fiscal 2024, Sonos generated revenue of $1,518.1 million and Adjusted EBITDA of $107.9 million, while no executive annual bonuses were paid due to under-threshold performance against revenue and Adjusted EBITDA margin goals . Sonos maintains an insider trading policy requiring 10b5‑1 plans for executive trades and prohibiting hedging (pledging only in limited, pre‑approved cases) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sonos, Inc. | Chief People Officer | Sep 2022–Aug 2025 | Led global people function and human capital strategies |
| Sonos, Inc. | Chief Diversity, Equity & Inclusion Officer | Oct 2021–Sep 2022 | Drove DEI initiatives company‑wide |
| Target Corporation | Director, Diversity & Inclusion | Oct 2020–Sep 2021 | Diversity & inclusion leadership in large retail organization |
| Target Corporation | Senior Manager, Culture, Diversity & Inclusion | Dec 2019–Oct 2020 | Advanced culture and DEI programs |
| HealthPartners | Director, Diversity & Inclusion | Jun 2017–Nov 2019 | Led DEI at integrated health system |
| HealthPartners | Diversity Inclusion & Community Partnerships Associate | Feb 2016–Jun 2017 | Community partnership support for DEI |
External Roles
Not disclosed in the proxy or 10‑K for Ms. Braman .
Fixed Compensation
| Component | Amount/Term | Detail |
|---|---|---|
| Termination date | Aug 18, 2025 | Non‑working notice period Aug 8–Aug 18, 2025; continued salary and benefits during notice |
| Cash severance | $595,000 | Gross amount equals 52 weeks of current annual base salary plus full bonus for first three quarters of fiscal year; paid in two equal installments (first after effective date of agreement; second ~Jan 15, 2026) |
| COBRA benefits | Company-paid through Aug 31, 2026 | Employer pays full premiums for medical/dental/vision if COBRA elected; ceases upon other coverage or COBRA end |
| Outplacement | $6,500 | One-time payment for services of her choice |
| Equity | Vests through termination date; no post‑termination vesting | Unexercised vested stock options must be exercised within 3 months, subject to open trading window and policy |
| Expenses | Standard reimbursement | Appropriately documented business expenses reimbursed per policy |
Related agreements and covenants include confidentiality, invention assignment, cooperation, non‑disparagement, arbitration/Jury waiver, Minnesota governing law, and a 15‑day rescission right for Minnesota Human Rights Act waiver .
Performance Compensation
Enterprise annual incentive design (applies to named executive officers; Ms. Braman’s specific target % was not disclosed):
| Metric | Weight | Target | Actual (FY2024) | Payout |
|---|---|---|---|---|
| Revenue | 45% | $1,750 million (100% payout level) | $1,518.1 million | 0% (below threshold) |
| Adjusted EBITDA margin | 45% | 10.60% (100% payout level) | 7.1% (Adj. EBITDA $107.9m) | 0% (below threshold) |
| DEI objectives | 10% | Qualitative goals (representation, sponsorship, inclusive leadership) | Committee assessed 25% attainment; waived to 0% payout given financial results |
PSU framework for executives: three one‑year performance periods tied to revenue and Adjusted EBITDA margin; FY2024 tranches earned 0% due to under‑threshold performance (structure disclosed in CD&A) .
Equity Ownership & Alignment
| Policy/Metric | Detail |
|---|---|
| Beneficial ownership (individual) | Not disclosed for Ms. Braman in the 2025 proxy table; aggregate group holdings provided for directors/executive officers |
| Stock ownership guidelines | Rigorous guidelines for named executive officers (CEO 10x salary; other NEOs 5x) and directors; Ms. Braman’s specific requirement not disclosed |
| Hedging/Pledging | Hedging prohibited; pledging allowed only in limited, pre‑approved circumstances; no pledges approved in FY2024 |
| Trading controls | Executives and directors must trade under Rule 10b5‑1 plans; pre‑clearance required for specified employees |
| Clawback | Dodd‑Frank compliant clawback policy; equity award agreements are subject to recoupment |
Employment Terms
| Term | Key Provisions |
|---|---|
| Governing law | Minnesota; 15‑day rescission for Minnesota Human Rights Act waiver |
| Confidentiality & IP | Ongoing confidentiality obligations; invention assignment; post‑employment invention/IP disclosure obligations for 6 months where related to Sonos work |
| Non‑disparagement | Prohibits disparaging statements; exceptions for truthful testimony and protected conduct |
| Cooperation | Required in legal proceedings and transition matters; reimbursement of reasonable travel expenses |
| Arbitration | AAA employment rules; class/collective action waiver; jury waiver; certain equitable IP claims excluded to courts |
Investment Implications
- Compensation alignment: Sonos’ pay program is heavily performance‑based (45% revenue, 45% Adjusted EBITDA margin), with zero FY2024 annual bonuses and 0% PSU earnings for FY2024 tranches—indicating discipline against underperformance .
- Retention/transition risk: Ms. Braman’s August 2025 departure was structured with standard severance, COBRA through August 2026, and cooperation obligations, suggesting an orderly transition; people leadership continuity should be monitored given parallel workforce restructuring (6% in Aug 2024; 12% in Feb 2025) .
- Alignment safeguards: Strong governance—anti‑hedging/limited pledging, clawback, Rule 10b5‑1 plans—reduces misalignment and selling pressure risks; no pledges were approved in FY2024 .
- Broader performance context: FY2024 revenue $1,518.1m and Adj. EBITDA $107.9m alongside app remediation and product pipeline resets underscore execution focus; continued monitoring of human capital outcomes (DEI objectives) is warranted even as DEI payout was waived .
Say‑on‑pay support was strong at >96% at the 2024 annual meeting, signaling investor endorsement of the compensation framework .