SONOS INC, PRE 14A filed on 1/12/2026
Proxy Statement - Notice of Shareholders Meeting (preliminary)
v3.25.4
Cover
12 Months Ended
Sep. 27, 2025
Document Information [Line Items]  
Document Type PRE 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name SONOS, INC.
Entity Central Index Key 0001314727
v3.25.4
Pay vs Performance Disclosure
12 Months Ended
Sep. 27, 2025
USD ($)
Sep. 28, 2024
USD ($)
Sep. 30, 2023
USD ($)
Oct. 01, 2022
USD ($)
Oct. 02, 2021
USD ($)
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
Value of Initial Fixed $100
Investment Based On:
Fiscal
Year
Summary
Compensation
Table Total
for First PEO(1)(3)
Summary
Compensation
Table Total
for Second PEO(2)(3)
Compensation
Actually Paid to
First PEO(4)(5)
Compensation
Actually Paid to
Second PEO(2)(4)(5)
Average
Summary
Compensation
Table Total for
Non-PEO
NEOs(3)
Average
Compensation
Actually Paid
to Non-PEO
NEOs(4)(5)
Total
Shareholder
Return(6)
Peer Group
Total
Shareholder
Return
Net Income
($000s)(7)
Adjusted
Operating Income ($000s)(8)
(a)(b)(b)(c)(d)(e)(f)(g)(h)(i)
2025$8,275,354$8,590,163$9,164,935$4,124,276$3,540,153$3,800,362$98.71$284.88($61,144)$12,708
2024N/A$5,810,424N/A$3,692,695$4,264,554$2,813,478$78.39$217.88($38,146)($29,132)
2023N/A$5,190,714N/A$4,702,791$1,472,635$915,290$83.29$146.23($10,274)$36,259
2022N/A$8,411,949N/A$(13,528,779)$2,122,936($2,666,086)$89.68$102.04$67,383$124,530
2021N/A$5,482,555N/A$32,271,135$1,365,007$10,146,753$208.13$139.60$158,595$242,275
       
Named Executive Officers, Footnote NEOs included in the above compensation columns reflect the following:
Fiscal YearPEONon-PEO NEOs
2025Tom Conrad (First PEO), Patrick Spence (Second PEO)Saori Casey, Eddie Lazarus, Nicholas Millington and Shamayne Braman
2024Patrick SpenceSaori Casey, Eddie Lazarus, Maxime Bouvat-Merlin, Deirdre Findlay and Nicholas Millington
2023Patrick SpenceEddie Lazarus, Maxime Bouvat-Merlin, Nicholas Millington, Shamayne Braman, and Matthew Siegel
2022Patrick SpenceEddie Lazarus, Matthew Siegel, Nicholas Millington, Brittany Bagley, and Anna Fraser
2021Patrick SpenceEddie Lazarus, Matthew Siegel, Nicholas Millington, and Brittany Bagley
       
Peer Group Issuers, Footnote
(6)For purposes of calculating peer group total shareholder return (“TSR”), the Nasdaq Computer Index was utilized pursuant to Item 201(e) of Regulation S-K and as is reflected in our Annual Report on Form 10-K for the fiscal year ended September 27, 2025. In accordance with applicable SEC rules, peer group TSR was calculated on a market capitalization weighted basis according to the respective issuers’ stock market capitalization at the beginning of each period for which a return is indicated. TSR for both the Company and the peer group is based on an initial $100 investment, measured on a cumulative basis from the market close on October 2, 2020, through and including the end of the fiscal year for which TSR is being presented in the table. TSR calculations reflect reinvestment of dividends.
(7)The amounts reported in column (h) represent net income of the Company reported in our Annual Report on Form 10-K for the applicable fiscal year.
(8)We identified Adjusted Operating Income for Fiscal 2025 as our Company-Selected Measure that represents, in our view, the most important financial performance measure used to link Compensation Actually Paid in Fiscal 2025 to Company performance. Adjusted Operating Income was one of two of our financial performance measures used in the Company’s annual cash incentive program for Fiscal 2025. For Fiscal 2025, we changed our Company-Selected Measure from Adjusted EBITDA Margin to Adjusted Operating Income. Accordingly, the Company-Selected Measure information for Fiscal 2024, Fiscal 2023, Fiscal 2022, and Fiscal 2021 has been updated to reflect Adjusted Operating Income. We define Adjusted Operating Income as GAAP operating income excluding variable bonus compensation, restructuring charges, intellectual property litigation costs and variable quarterly one time events. See Annex A for a reconciliation of non-GAAP to GAAP measures.
       
PEO Total Compensation Amount $ 8,590,163 $ 5,810,424 $ 5,190,714 $ 8,411,949 $ 5,482,555
PEO Actually Paid Compensation Amount $ 4,124,276 3,692,695 4,702,791 (13,528,779) 32,271,135
Adjustment To PEO Compensation, Footnote
First PEOSecond PEOAverage Non-PEO
NEOs
Total Reported in Fiscal 2025 Summary Compensation Table (SCT)$8,275,354$8,590,163$3,540,153
Less: Value of stock awards reported in SCT$6,073,193$4,997,977$2,695,846
Plus: Year-end value of stock awards granted in fiscal year that are outstanding and unvested$4,997,210$0$2,253,480
Plus: Change in fair value (from prior year-end) of stock awards granted in prior years that are outstanding and unvested$0$28,397$239,695
Plus: Fair value of vesting date of awards granted in this fiscal year and that vested in this fiscal year$1,966,098$1,055,172$489,961
Plus: Change in fair value as of the vesting date (from prior year-end) of prior year stock awards that vested this fiscal year$21,046($84,689)$66,460
Less: Prior year-end fair value of stock awards granted in prior years that failed to vest this fiscal year$21,578$466,791$93,540
Total Adjustments$889,581($4,465,887)$260,209
Compensation Actually Paid for Fiscal 2025$9,164,935$4,124,276$3,800,362
       
Non-PEO NEO Average Total Compensation Amount $ 3,540,153 4,264,554 1,472,635 2,122,936 1,365,007
Non-PEO NEO Average Compensation Actually Paid Amount $ 3,800,362 2,813,478 915,290 (2,666,086) 10,146,753
Adjustment to Non-PEO NEO Compensation Footnote
First PEOSecond PEOAverage Non-PEO
NEOs
Total Reported in Fiscal 2025 Summary Compensation Table (SCT)$8,275,354$8,590,163$3,540,153
Less: Value of stock awards reported in SCT$6,073,193$4,997,977$2,695,846
Plus: Year-end value of stock awards granted in fiscal year that are outstanding and unvested$4,997,210$0$2,253,480
Plus: Change in fair value (from prior year-end) of stock awards granted in prior years that are outstanding and unvested$0$28,397$239,695
Plus: Fair value of vesting date of awards granted in this fiscal year and that vested in this fiscal year$1,966,098$1,055,172$489,961
Plus: Change in fair value as of the vesting date (from prior year-end) of prior year stock awards that vested this fiscal year$21,046($84,689)$66,460
Less: Prior year-end fair value of stock awards granted in prior years that failed to vest this fiscal year$21,578$466,791$93,540
Total Adjustments$889,581($4,465,887)$260,209
Compensation Actually Paid for Fiscal 2025$9,164,935$4,124,276$3,800,362
       
Compensation Actually Paid vs. Total Shareholder Return
Chart 1: Compensation Actually Paid Versus Company and Peer Group Total Shareholder Return (TSR)
The Compensation Actually Paid values for our PEOs and non-PEO NEOs over the five-year period of Fiscal 2021 through Fiscal 2025 generally aligns with the Company’s TSR performance over the same period. This is due primarily to
the emphasis on at-risk, performance-based equity incentives in the compensation program design for our PEOs and non-PEO NEOs.
As depicted in the below chart, strong absolute TSR performance in Fiscal 2021 exceeded the peer group and drove an increase in the fair value of equity awards, which resulted in increased Compensation Actually Paid values. Weaker TSR performance in Fiscal 2022 resulted in a significant decrease in Compensation Actually Paid. Flatter TSR performance in Fiscal 2023 and Fiscal 2024 resulted in more modest Compensation Actually Paid values. In Fiscal 2025, while not exceeding the peer group, the absolute TSR exhibited a modest increase compared to Fiscal 2024, resulting in a relative increase in Compensation Actually Paid.
The below chart also compares the Company’s TSR to the peer group TSR, in each case, measured on a cumulative basis from the market close on October 2, 2020, through and including the end of Fiscal 2025.
chart 1.jpg
       
Compensation Actually Paid vs. Net Income
Chart 2: Compensation Actually Paid Versus Net Income
SEC rules require that net income be presented as a performance measure in the Pay Versus Performance table. No portion of our compensation is directly tied to net income results.
chart 2.jpg
       
Compensation Actually Paid vs. Company Selected Measure
Chart 3: Compensation Actually Paid Versus Adjusted Operating Income
We identified Adjusted Operating Income as our Company-Selected Measure that represents, in our view, the most important financial performance measure used to link Compensation Actually Paid in Fiscal 2025 to our performance. Adjusted Operating Income was one of two of our financial performance measures used in the Company’s annual cash incentive program for Fiscal 2025. For Fiscal 2025, we changed our Company-Selected Measure from Adjusted EBITDA Margin to Adjusted Operating Income; accordingly, prior-year Compensation Actually Paid does not directly connect to
Adjusted Operating Income. In Fiscal 2025, Compensation Actually Paid exhibited a moderate increase, which is partially attributable to the increase in Adjusted Operating Income results in the fiscal year.

chart 3.jpg
       
Total Shareholder Return Amount $ 98.71 78.39 83.29 89.68 208.13
Peer Group Total Shareholder Return Amount 284.88 217.88 146.23 102.04 139.60
Net Income (Loss) $ (61,144,000) $ (38,146,000) $ (10,274,000) $ 67,383,000 $ 158,595,000
Company Selected Measure Amount 12,708,000 (29,132,000) 36,259,000 124,530,000 242,275,000
PEO Name Tom Conrad (First PEO), Patrick Spence (Second PEO) Patrick Spence Patrick Spence Patrick Spence Patrick Spence
Measure:: 1          
Pay vs Performance Disclosure          
Name Revenue        
Measure:: 2          
Pay vs Performance Disclosure          
Name Adjusted Operating Income        
Measure:: 3          
Pay vs Performance Disclosure          
Name E/R Ratio        
PEO          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (4,465,887)        
PEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (4,997,977)        
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 28,397        
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,055,172        
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (84,689)        
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 466,791        
Non-PEO NEO          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 260,209        
Non-PEO NEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (2,695,846)        
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 2,253,480        
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 239,695        
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 489,961        
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 66,460        
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 93,540        
v3.25.4
Award Timing Disclosure
12 Months Ended
Sep. 27, 2025
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure
We maintain an equity grant policy. Generally, under this policy and subject to certain exceptions, the effective date of equity grants (including for new hires) is the fifteenth day of the second month of the quarter (February, May, August, or November) coincident with, or immediately following, the date on which the Compensation Committee or the Board approves the grant, except that if such date falls within a trading blackout period, then the date of grant will generally instead be on the next trading day following the public dissemination of the information giving rise to the blackout period.
We generally grant annual equity-based awards to our executive officers in the first quarter of each fiscal year, in connection with our annual compensation review and approval process, although the exact timing may change from year to year. The Compensation Committee and/or the Board may also grant equity awards at different times of the year for new hires and in connection with promotions, or grants made for retention or other purposes. Neither the Compensation Committee nor the Board grants equity awards in anticipation of the release of material non-public information and we have not timed the disclosure of material non-public information for the purpose of affecting the value of executive compensation. In Fiscal 2025, equity compensation for our NEOs consisted solely of RSUs and PSUs; we did not grant stock options to our NEOs in Fiscal 2025.
Award Timing Method
We maintain an equity grant policy. Generally, under this policy and subject to certain exceptions, the effective date of equity grants (including for new hires) is the fifteenth day of the second month of the quarter (February, May, August, or November) coincident with, or immediately following, the date on which the Compensation Committee or the Board approves the grant, except that if such date falls within a trading blackout period, then the date of grant will generally instead be on the next trading day following the public dissemination of the information giving rise to the blackout period.
We generally grant annual equity-based awards to our executive officers in the first quarter of each fiscal year, in connection with our annual compensation review and approval process, although the exact timing may change from year to year. The Compensation Committee and/or the Board may also grant equity awards at different times of the year for new hires and in connection with promotions, or grants made for retention or other purposes
Award Timing Predetermined true
Award Timing MNPI Considered false
Award Timing, How MNPI Considered Neither the Compensation Committee nor the Board grants equity awards in anticipation of the release of material non-public information and we have not timed the disclosure of material non-public information for the purpose of affecting the value of executive compensation
MNPI Disclosure Timed for Compensation Value false
v3.25.4
Insider Trading Policies and Procedures
12 Months Ended
Sep. 27, 2025
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true