Sonita Lontoh
About Sonita Lontoh
Independent director at TrueBlue (TBI) since October 2021; age 49 as disclosed in the 2025 proxy. She serves on the Corporate Governance & Nominating, Audit, and Innovation & Technology (I&T) Committees; the Board reaffirmed her independence on March 27, 2025 (tenure listed as 3 years). Education: B.S. Industrial Engineering & Operations Research (UC Berkeley), M.Eng. in Logistics (MIT), MBA (Kellogg/Northwestern). Core credentials include deep digital transformation, customer experience, global marketing and innovation leadership, plus NACD directorship, climate, and cyber risk certifications, DDN cybersecurity certification, Stanford Directors’ College credentials, and HBS Audit and Compensation Committee certificates .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HP Inc. | Global Head of Marketing (CMO), Personalization & 3D Printing & Digital Manufacturing | 2018–2022 | Led innovation/digital marketing at a global tech company |
| Siemens AG | VP Strategic Marketing, Digital Grid NA | Feb 2016–Apr 2018 | Senior executive in automation/digitalization solutions |
| Trilliant Inc. | Director/Senior Executive, Marketing (IoT) | 2011–2016 | Senior executive in IoT solutions |
| PG&E | Strategy/Innovation/Climate roles | Earlier career | Large utility; strategy and innovation leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sunrun Inc. (public) | Independent Director | Current | Residential solar-and-battery services |
| Sway Ventures | Advisor | 2022–Current | Silicon Valley venture firm |
| UC Berkeley Jacobs Institute of Design Innovation | Advisory Board | Current | Academic advisory role |
| NACD | Blue Ribbon Commissioner (Board Culture) | Current | Governance thought leadership |
| NACD/WEF/CGI | Climate Advisory Council | Current | Climate governance advisory |
Board Governance
- Committee assignments (2024): Audit; Corporate Governance & Nominating; Innovation & Technology (member; not chair). Committee meeting counts in 2024: Audit (7), Governance (5), I&T (4). Committee chairs: Audit – Kim Harris Jones; Governance – Colleen B. Brown; I&T – Kristi A. Savacool .
- Independence and tenure: Board determined Sonita Lontoh is independent (tenure 3 years as of March 27, 2025; director since October 2021) .
- Attendance: The Board met seven times in 2024; all directors attended at least 75% of Board and respective committee meetings; 8 of 9 directors attended the 2024 annual meeting .
- Audit Committee qualifications: Board designated Harris Jones, Kreidler, and Sakaguchi as “audit committee financial experts” (Lontoh is financially literate as a member). Audit Committee is fully independent per NYSE and Rule 10A-3 .
- Anti-hedging/pledging: Hedging by directors is prohibited; pledging is discouraged .
- Related party oversight: Governance Committee reviews conflicts and related person transactions .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Board annual cash retainer (non-chair) | 77,000 | Paid quarterly |
| Audit Committee member retainer | 12,500 | Annual; paid quarterly |
| Governance Committee member retainer | 5,000 | Annual; paid quarterly |
| I&T Committee member retainer | 5,000 | Annual; paid quarterly |
| Total cash fees earned (per proxy table) | 99,500 | Matches schedule for her committee mix |
- Fee benchmarking: Governance Committee reviewed peer data (Sep 2023) and found fees near median; engaged WTW late 2024, but kept 2025 levels unchanged from 2024 .
Performance Compensation
| Equity Element | 2024 Terms | Value/Measurement | Vesting |
|---|---|---|---|
| Annual RSU grant (non-employee director) | Target $135,000 | Number of RSUs set using ~$14.18 average price; grant date fair value uses $11.25 close; Lontoh 2024 grant fair value: $107,111 | 2024 grants vested on Sep 30, 2024; from 2025, RSUs vest one-year from grant date |
| Committee chair RSU adders | Not applicable to Lontoh | Chairs received +$10,000 (Audit/Comp) or +$7,500 (other) in RSUs | Same vesting as annual grant |
- Equity retainer and deferral options: Directors may convert up to 100% of cash retainer into equity and may defer settlement of RSUs until post-board service (no specific deferral disclosed for Lontoh) .
- Note: Director equity is time-based; no performance metrics apply to director RSUs .
Other Directorships & Interlocks
| Company | Role | Committee Roles (if disclosed) | Interlock/Conflict Note |
|---|---|---|---|
| Sunrun Inc. (public) | Independent Director | Not disclosed in TBI proxy | No related person transactions disclosed with TBI |
- Related person transactions: None in 2024; at appointment in 2021, no transactions involving Lontoh or her immediate family were disclosed .
Expertise & Qualifications
- Digital transformation, customer experience, global marketing, innovation; leadership at Fortune 100 and venture-backed tech firms .
- Certifications: NACD Directorship, NACD Climate Governance, NACD Cyber Risk Oversight, Digital Directors’ Networks cybersecurity, Stanford Directors’ College, HBS Audit and Compensation Committees certificates .
- Recognitions: U.S. Asian Hall of Fame; U.S. Women in Manufacturing Hall of Fame; Top 30 AAPI Board Directors; Directors to Watch; Most Influential Women in Business (S.F. Business Times) .
- Education: UC Berkeley (BS IEOR); MIT (M.Eng. Logistics); Northwestern Kellogg (MBA) .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Methodology/Notes |
|---|---|---|---|
| Sonita Lontoh | 47,353 | As reported in proxy | Beneficial ownership includes RSUs/deferred shares not vesting within 60 days (per proxy methodology) . |
- Director stock ownership guidelines: 5x base annual cash retainer; all non-employee directors either met the guideline or were within their first five years and on track as of end of 2024 (Lontoh appointed Oct 2021, thus within five-year window) .
- Hedging and pledging: Hedging prohibited; pledging discouraged .
Governance Assessment
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Strengths for investor confidence:
- Independent director on key oversight committees (Audit; Governance; I&T), aligning with risk oversight in financial reporting, governance, and technology/cyber/AI domains .
- No related person transactions disclosed in 2024; none at appointment; strong related-party review policy under Governance Committee .
- Alignment via equity: annual RSU grants; robust director ownership guideline (5x cash retainer); anti-hedging and discouragement of pledging .
- Board-level process quality: independent committees; separation of Chair/CEO; annual elections; majority vote; say-on-pay support was 91% in 2024, indicating constructive shareholder sentiment on pay governance .
-
Potential watch items:
- Multi-board service (Sunrun) increases network breadth; no conflicts disclosed, but continued monitoring is prudent for any future TBI–Sunrun or related dealings .
- Audit Committee “financial expert” designation resides with other members (not Lontoh), though she serves as a financially literate member; this is typical but worth noting for committee balance .
RED FLAGS: None disclosed specific to Lontoh—no related-party exposure, hedging prohibited, pledging discouraged, Section 16(a) compliance issues not attributed to directors (noted exceptions were for two officers due to administrative error) .