Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
CFO Transition
On August 10, 2022, Sonos, Inc. (the "Company" or "Sonos")) disclosed on a Form
8-K that Brittany Bagley has resigned as Chief Financial Officer of the Company
and that Eddie Lazarus, Chief Legal Officer, has been appointed as Interim Chief
Financial Officer, each effective as of September 1, 2022.
Appointment of Principal Accounting Officer
On August 31, 2022, the Company appointed Chris Mason as Senior Vice President
("SVP") and principal accounting officer of the Company, effective as of
September 1, 2022.
Mr. Mason, age 54, has served as the Chief Accounting Officer and Treasurer of
the Company since October 2020 and, from May 2014 to October 2020, as the Vice
President, Corporate Controller and Chief Accounting Officer of the Company.
Prior to Sonos, Mr. Mason worked in the semiconductor industry where he held
various financial and operational leadership roles for multi-billion dollar
public companies, including serving as Vice President of Business Finance for
Atmel (acquired by Microchip Technology). Mr. Mason also held various leadership
roles at National Semiconductor until its acquisition by Texas Instruments,
including European Director of Finance and Operations, Head of Global Internal
Audit, Head of FP&A, and Assistant Corporate Controller. Mr. Mason is a
certified public accountant and holds a BBA in accounting, with honors, from the
University of Texas at Arlington, and an MBA in operations management, with
honors, from the University of Dallas. Mr. Mason is also a graduate of the
Stanford Executive Institute Executive Program for Management of High Technology
Companies. Mr. Mason started his career in public accounting with Ernst and
Young and is a veteran of the US Air Force.
In connection with his promotion to SVP and principal accounting officer,
effective September 1, 2022, Mr. Mason will receive an increased base salary of
$450,000 and he will be eligible to receive an annual cash incentive bonus with
a target equal to 55% of his base salary, with the actual bonus payable based on
performance against pre-established Company-wide financial measures. Mr. Mason
also received a one-time grant of restricted stock units on September 1, 2022
(the "Grant Date"), with a target value of approximately three million dollars
($3,000,000), which will vest fifty percent (50%) on the first anniversary of
the Grant Date and fifty percent (50%) on the second anniversary of the Grant
Date, generally subject to Mr. Mason's continued employment with the Company.
There are no arrangements or understandings with any other person pursuant to
which Mr. Mason was appointed as the Company's principal accounting officer, and
there are no family relationships between Mr. Mason and any director or
executive officer of the Company. Additionally, there are no transactions
between Mr. Mason and the Company that would be required to be reported under
Item 404(a) of Regulation S-K.
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