Diana Sroka
About Diana Sroka
Independent director of SoundHound AI (since April 2022), currently serving on the Audit Committee. She is 52 and brings deep finance, investor relations, SOX control oversight, and operating experience from HP Inc., where she is the global product leader for the Consumer Services Business (since May 2023). Education: B.S. Mechanical Engineering (Penn State, 1995) and MBA (University of Michigan, 2000). The Board has determined she is independent under Nasdaq standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HP Inc. | Global Product Leader, Consumer Services Business | May 2023–present | Expanding consumer print services leadership into broader consumer services |
| HP Inc. | CEO Chief of Staff | Mar 2017–Nov 2020 | Regular review/approval of SOX controls for Executive Leadership Team areas |
| HP Inc. | Head of Investor Relations | Nov 2015–Mar 2017 | Led IR function |
| HP Inc. | Investor Relations Officer | Jun 2014–Nov 2015 | IR responsibilities |
| Visteon Corporation | Business Planning Analyst | Not disclosed | Finance/operations exposure |
| Ford Motor Company | Product Engineer | Not disclosed | Engineering/operations foundation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Professional Business Women of California (PBWC) | Board Director (Nov 2022), Treasurer (Jul 2023), President & Chair (Sep 2024) | 2022–present | Executive leadership of non-profit board |
| HP Inc. | Executive (not a director) | 2001–present | Multiple finance and business leadership roles |
Board Governance
| Item | Detail |
|---|---|
| Board tenure | Director since April 2022; re-nominated/elected at the 2025 Annual Meeting |
| Independence | Board determined independent (Nasdaq Rule 5605) |
| Committees | Audit Committee member; Audit Chair is Dr. Eric Ball (members: Ball, Marcus, Sroka) |
| Other committees | Not listed on Compensation or Nominating & Corporate Governance (those composed of Marcus and Ball) |
| Attendance (FY2024) | 100% attendance at Board and all assigned committee meetings for all directors/committee members |
| Lead Independent Director | Not disclosed |
| Executive sessions | Not disclosed |
Fixed Compensation (Director pay – FY2024)
| Component | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $43,500 |
| Stock Awards (Grant Date Fair Value) | $166,779 |
| Option Awards | — |
| Total | $210,279 |
Policy reference (effective Aug 1, 2024): annual cash retainer $35,000; committee retainers: Audit Chair $20,000, Audit member $10,000; Compensation Chair $14,500, member $7,300; Nominating Chair $7,500, member $3,800. Initial director equity grant $380,000 (RSUs; may elect half in NQSOs; vests over 3 years). Annual RSU grant $177,500 (vests over four quarters). Unvested director grants fully vest on a Change in Control (subject to continuous service).
Performance Compensation (Structure and metrics)
| Feature | Detail |
|---|---|
| Equity vehicle(s) | Time-vesting RSUs (with optional partial NQSO election on initial grant) |
| Annual equity grant size | $177,500 grant date value (RSUs), vesting quarterly over one year |
| Initial equity grant size | $380,000 grant date value (RSUs; half may be options), vesting over three years |
| Change-in-control | Any unvested director equity fully vests upon CoC (subject to service) |
| Performance metrics | None disclosed for directors; awards are service-based (no TSR/financial metrics were specified) |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed (public companies) | — | — | 2025 proxy does not list other public-company boards for Sroka |
No related-party transactions since Jan 1, 2024 were disclosed (company-wide).
Expertise & Qualifications
- Finance, IR, SOX/internal controls, and operating leadership at HP Inc.; background includes engineering and business planning roles at Ford and Visteon.
- Active Audit Committee member; Board independence affirmed under Nasdaq standards.
- Education: B.S. Mechanical Engineering (Penn State) and MBA (Michigan).
Equity Ownership (alignment and restrictions)
| Metric | Detail |
|---|---|
| Beneficial ownership (Class A) | 214,570 shares; “<1%” of outstanding |
| Exercisable options (within 60 days of Mar 27, 2025) | 84,685 shares |
| RSUs vesting (within 60 days of Mar 27, 2025) | 2,003 shares |
| Unvested outstanding (as of FY2024 year-end) | 11,762 stock options and 22,938 restricted stock awards (unvested) |
| Anti-hedging/pledging | Company policy prohibits hedging and pledging by directors/officers |
| Ownership guidelines | Proxy references ownership guidelines in 10b5-1 context for officers; no explicit non-employee director guidelines disclosed |
Notes: Total outstanding shares at the record date were 400,591,189 (368,055,781 Class A and 32,535,408 Class B); Sroka’s percentage reported as “<1%.”
Shareholder Support (2025 Annual Meeting)
| Nominee | For | Withheld | Broker Non-Votes |
|---|---|---|---|
| Diana Sroka | 361,657,664 | 17,361,671 | 143,471,863 |
Governance Assessment
- Strengths
- Independence and Audit Committee service support financial reporting oversight; full FY2024 attendance indicates engagement.
- Director pay mix is largely equity-based with time-vesting RSUs; use of independent compensation consultant (Compensia) with no other services reduces consultant conflict risk.
- Prohibitions on hedging and pledging enhance alignment and reduce risk of problematic collateralization.
- Potential concerns / watch items
- Corporate opportunity waiver: charter renounces corporate opportunities for Outside Directors across voice/conversational AI domains unless presented solely in the capacity as a SoundHound director; this broad waiver may create perceived conflict risk in overlapping AI ecosystems. Consider monitoring the “Opportunity Waiver Limitation Proposal” changes and application.
- Change-in-control acceleration for director equity (full vesting) can be seen as a potential entrenchment risk if not balanced by strong shareholder outcomes.
- Dual-class voting concentration (Class B at 10 votes/share) centralizes voting power; while not specific to Sroka, it can limit the influence of independent directors and public shareholders.
No related-party transactions involving Sroka were disclosed since Jan 1, 2024.
No say-on-pay item was on the 2025 ballot; key 2025 proposals focused on charter amendments and auditor ratification.