DEF 14A of Sonos Inc, Jan 27, 2025

DEF 14A of Sonos Inc

Filed Jan 27, 2025 · FY20240001314727-25-000012

Open on EDGAR

  1. Director Nominees

    Director Nominees

  2. Director Nominees

    | Director Nominee | Director Since | Primary Occupation | Independent | Committee Memberships | | | | | | | | Audit | CPD&I | NCG | | Karen Boone | June 2017 | Former Co-President, CFO and CAO, Restoration Hardware | √ | Chair | Chair | | | Joanna Coles | February 2020 | Chief Content Officer, The Daily Beast | √ | | | √ | | Bracken Darrell | February 2024 | CEO, VF Corporation | √ | √ | | |

  3. Director Nominees

    CPD&I = Compensation, People and Diversity & Inclusion Committee NCG = Nominating and Corporate Governance Committee

  4. BOARD OF DIRECTORS

    BOARD OF DIRECTORS Our Board is responsible for overseeing and providing advice and counsel to our Chief Executive Officer and senior leadership team in the conduct of operating our business and fostering the creation of long-term value for our stockholders. In accordance with our Restated Certificate of Incorporation and our Restated Bylaws, the size of our Board is currently set at eight directors and is divided into three classes, with staggered three-year terms. Patrick Spence, our former Chief Executive Officer, resigned from the Board effective January 13, 2025, resulting in one vacancy on the Board. As further described below, the current leadership structure of our Board separates the roles of Chairperson and Chief Executive Officer, with Julius Genachowski serving as our Chairperson and Tom Conrad serving as our Interim Chief Executive Officer. Our Board is composed of members with diverse professional backgrounds, experience, expertise and viewpoints who combine a strong professional reputation and knowledge of our business and industry with a reputation for integrity. Many of our directors have experience serving on board and board committees of other public companies, and have an understanding of corporate governance practices and trends and different business challenges and strategies.

  5. PROPOSAL ONE: ELECTION OF DIRECTORS

    PROPOSAL ONE: ELECTION OF DIRECTORS In accordance with our Restated Certificate of Incorporation and our Restated Bylaws, the size of our Board is currently set at eight directors and is divided into three classes, with staggered three-year terms. Directors in Class I will stand for election at the Annual Meeting. The terms of office of directors in Class II and Class III expire at our annual meetings of stockholders to be held in 2026 and 2027, respectively. Patrick Spence, our former Chief Executive Officer, resigned from the Board effective January 13, 2025, resulting in one vacancy on the Board. Under the terms of our Restated Certificate of Incorporation and our Restated Bylaws, the Board may appoint a suitable candidate to fill the vacancy at any time during the year. At the recommendation of our Nominating and Corporate Governance Committee, our Board proposes that each of the three nominees named below be elected as a Class I director for a three-year term expiring at our 2028 annual meeting of stockholders or until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation, disqualification or removal. There are no family relationships among our directors and executive officers.

  6. NOMINEES TO OUR BOARD OF DIRECTORS

    NOMINEES TO OUR BOARD OF DIRECTORS The nominees, their ages as of January 27, 2025, biographical information and lengths of service on our Board are set forth below.

  7. NOMINEES TO OUR BOARD OF DIRECTORS

    | Class I Director Nominees | | | Karen Boone | | | Age: 51 Director since: June 2017 Committees: Audit CPD&I Other Public Company Boards: Current: Peloton Interactive Rivian Automotive | Key Skills and Qualifications: Karen Boone was selected to serve as a member of our Board given her background as a C-Suite and finance executive in the retail and consumer sector, most recently at the leading premium home furnishings retailer, RH. Ms. Boone has extensive experience in strategic and financial planning, governance and risk oversight including cybersecurity and product safety and compliance, and global operations, overseeing financial, accounting, human resources, legal and investor relations functions. Ms. Boone is a seasoned director, serving on several public and private company boards and on the Audit Committee (as chair) of several public company boards. Experience: Ms. Boone most recently served as the Interim Co-CEO and Co-President of Peloton Interactive, a connected fitness company, from May 2024 to October 2024 and as the sole Interim CEO and President from November 2024 to December 2024. Ms. Boone served as the President, Chief Financial and Administrative Officer of RH (formerly Restoration Hardware, Inc.), a home furnishings company, from May 2014 until August 2018, and as Chief Financial Officer from June 2012 to May 2014. Prior to that, from 1996 to June 2012, she held various roles at Deloitte & Touche LLP, a public accounting firm, most recently as an Audit Partner. She currently serves on the board of directors of Peloton Interactive, a connected fitness company, Rivian Automotive, an automotive technology company, and several private companies. Ms. Boone holds a B.S. in business economics from the University of California, Davis. |

  8. NOMINEES TO OUR BOARD OF DIRECTORS

    | Joanna Coles | | | Age: 62 Director since: February 2020 Committees: Nominating and Corporate Governance Other Public Company Boards: Current: Snap, Inc. Within the past five years: Bark, Inc. Northern Star Investment Corp. II Northern Star Investment Corp. III Northern Star Investment Corp. IV | Key Skills and Qualifications: Joanna Coles was selected to serve as a member of our Board given her media leadership, extensive experience in partnerships and in content across all forms of media, and expertise in brand development and marketing, including by reaching diverse audiences. Ms. Coles serves on a number of boards at the intersection of culture and commerce, helping Sonos tap into unique partnerships, and build a global brand. Experience: Ms. Coles is the Chief Content Officer of The Daily Beast, an American news website focused on politics, media, and pop culture, a position she has held since April 2024. She currently serves on the board of directors of Snap Inc., a camera and social media company. Ms. Coles is the former Chief Content Officer of Hearst Magazines, overseeing editorial for Hearst’s 300 titles globally, and served in that role from September 2016 until August 2018. Prior to that she was Editor-in-Chief of Cosmopolitan, a role she started in September 2012. She edited Marie Claire magazine from April 2006 to September 2012. Ms. Coles worked for The Times of London from September 1998 to September 2001 and served as New York Bureau Chief for The Guardian from 1997 to 1998. Ms. Coles has a TV development deal with Futureshack and a production development deal at ABC Signature Studios creating TV shows across Disney’s streaming platforms including FX and Hulu. She is also the Executive Producer of The Bold Type available on Hulu in the US and Netflix globally and inspired by her career. Previously, she served as Chair and CEO of Northern Star Investment Corp. Ms. Coles holds a B.A. in English and American literature from the University of East Anglia. |

  9. NOMINEES TO OUR BOARD OF DIRECTORS

    | Bracken Darrell | | | Age: 61 Director since: February 2024 Committees: Audit Other Public Company Boards: Current: VF Corporation | Key Skills and Qualifications: Bracken Darrell was selected to serve on our Board because of his long track record of building enterprise value, expertise in building world-class products, enhancing and elevating design capabilities and innovation, and expanding into new categories, his consumer brand marketing experience with blue-chip companies, his experience as a purpose-driven leader, including at the CEO-level, and his deep international experience. Mr. Darrell is a demonstrated business leader with a strong track record of performance across multiple industries. Experience: Mr. Darrell has served as President and Chief Executive Officer of VF Corporation, one of the world’s largest apparel, footwear and accessories companies, since July 2023. Before joining VF Corporation, Mr. Darrell served for more than 10 years as president and chief executive officer of Logitech International, S.A., a multinational manufacturer of computer peripherals and software, beginning in January 2013. Prior to Logitech, Mr. Darrell held international leadership roles of increasing responsibility at Procter & Gamble, a multinational consumer goods corporation, where he was President of Braun globally, the Whirlpool Corporation, a multinational manufacturer and marketer of home appliances, where he was President of EMEA, and General Electric, a multinational conglomerate. He began his career with Arthur Anderson and then PepsiCo. Mr. Darrell currently serves on the board of directors of Life Biosciences, a biotechnology company. Mr. Darrell received a B.A. from Hendrix College and an MBA from Harvard Business School. |

  10. CONTINUING DIRECTORS

    CONTINUING DIRECTORS The directors who are serving for terms that end following the Annual Meeting, their ages as of January 27, 2025, biographical information and lengths of service on our Board are set forth below.

  11. CONTINUING DIRECTORS

    | Class II Directors | | | Tom Conrad | | | Age: 55 Director since: March 2017 Other Public Company Boards: None | Key Skills and Qualifications: Tom Conrad was selected to serve as a member of our Board due to his expertise in the design, development and innovation of a diverse range of software-based and consumer-focused technology products and those involving audio content. Mr. Conrad also has extensive C-Suite experience, including at the CEO level, and experience leading and building product teams in the consumer technology and content industries. Experience: Mr. Conrad has served as our Interim Chief Executive Officer and President since January 2025. Prior to that, he served as the Chief Executive Officer of Zero Longevity Science, Inc. (formerly Big Sky Health), maker of the metabolic health app Zero, from November 2021 to January 2025. He previously served as the Chief Product Officer of Quibi, a short form streaming service, from March 2019 to January 2021. Mr. Conrad was the Vice President of Product at Snap Inc., a camera and social media company, from March 2016 to March 2018. Prior to Snap, Mr. Conrad served as the Chief Technology Officer and Executive Vice President of Product of Pandora Media, Inc., a streaming music service company, from July 2004 to July 2014. Mr. Conrad holds a B.S.E in computer science from the University of Michigan. |

  12. CONTINUING DIRECTORS

    | Julius Genachowski | | | Age: 62 Director since: September 2013, Chairperson since May 2023 Committees: Audit CPD&I Nominating and Corporate Governance Other Public Company Boards: Current: Mastercard Incorporated Mattel Inc. Within the past five years: Sprint Corporation | Key Skills and Qualifications: Julius Genachowski was selected to serve on our Board due to his expertise in government and regulatory matters, including as Chairman of the Federal Communications Commission; experience as a C-suite executive, investor and board member in the technology, communications and media industries, including experience with consumer technology and content; his global perspectives and experiences in various roles; his finance and transactional experience as an executive and investor; and his risk oversight and corporate governance experience, including serving on the board of directors of public companies and on Audit (as chair) and Risk Committees. Experience: Mr. Genachowski is a Senior Advisor at The Carlyle Group, a global investment firm, a position he has held since January 2024; from 2014 through 2023 Julius was a Partner and Managing Director at Carlyle. He served as the Chairman of the U.S. Federal Communications Commission from 2009 to 2013. He has held senior executive positions at IAC/InterActiveCorp, an internet, e-commerce and media company. He currently serves on the board of directors of Mastercard Incorporated, a global technology company in the payments industry, where he chairs the Audit Committee, and of Mattel Inc., a leading global toy and family entertainment company. He previously served on the board of directors of Sprint Corporation, a communications company, from August 2015 until April 2020. He also served on the President’s Intelligence Advisory Board under President Obama, and has served on the staff of then-Representative Charles Schumer and on the staff of the U.S. House Select Committee on the Iran-Contra Affair. Mr. Genachowski holds a B.A. in history from Columbia University and a J.D. from Harvard Law School, and served as a law clerk to U.S. Supreme Court Justice David H. Souter. |

  13. CONTINUING DIRECTORS

    | Michelangelo Volpi | | | Age: 58 Director since: March 2010, Chairperson from November 2010 to May 2023 Committees: Nominating and Corporate Governance Other Public Company Boards: Current: Aurora Innovation, Inc., Confluent, Inc., and Ferrari N.V. Within the past five years: Tishman Speyer Innovation Corp. II, Elastic N.V., Hortonworks, Inc., Fiat Chrysler Automobiles N.V., and Zuora, Inc. | Key Skills and Qualifications: Michelangelo Volpi was selected to serve on our Board because of his broad expertise in strategic planning and evaluating business strategies; his extensive experience as a C-suite executive, investor and board member in the technology industry; his finance experience as an executive and investor; his global perspectives and experiences in various roles; and his finance experience as an executive and investor. Mr. Volpi is a seasoned director, serving on several public and private company boards. Experience: From July 2009 to June 2023, Mr. Volpi served as a Partner at Index Ventures, a venture capital firm, and since July 2023, he serves as a Retired Partner of Index Ventures. Mr. Volpi has served as a director of Aurora Innovation, Inc., a self-driving technology company, which became a publicly-traded company in November 2021, Confluent, Inc., a data streaming platform, since April 2015, Ferrari N.V., an automotive company, since April 2023, and Stanford Health Care, a charitable organization and medical center, since September 2024, in addition to serving as a director for numerous private companies. Mr. Volpi has previously served as a director of various public companies, including Tishman Speyer Innovation Corp. II, a special purpose acquisition company, from February 2021 to December 2022, Elastic N.V., a search and data analysis company, from January 2013 to July 2022, Fiat Chrysler Automobiles N.V., an automotive company, from April 2017 to January 2021, Zuora, Inc., an enterprise software company, from November 2011 to June 2020, Hortonworks, Inc. (now a subsidiary of Cloudera, Inc.), a data software company, from October 2011 to January 2019, Pure Storage, Inc., an all-flash data storage company, from April 2014 to October 2018, and Exor N.V., a holding company, from April 2012 to May 2018. Mr. Volpi holds a B.S. in Mechanical Engineering, an M.S. in Manufacturing Systems Engineering, and an M.B.A. from Stanford University. |

  14. CONTINUING DIRECTORS

    | Class III Director | | | Jonathan Mildenhall | | | Age: 57 Director since: January 2024 Committees: CPD&I Other Public Company Boards: Current: None Within the past five years: Peloton Interactive Northern Star Investment Corp. IV | Key Skills and Qualifications: Jonathan Mildenhall was selected to serve on our Board because of his deep expertise in consumer brand strategies, global marketing campaigns and initiatives, design, and advertising. Mr. Mildenhall has a long track record of driving innovative and successful approaches in each of these disciplines, and is also known for helping companies broaden their appeal to diverse audiences. Experience: Mr. Mildenhall is currently the Chief Marketing Officer of Rocket Companies Inc., a position he has held since January 2024. He is the Co-Founder and Executive Chairman of TwentyFirstCenturyBrand, a consumer brand strategy and marketing consultancy firm. He also serves on the board of Fanatics, Inc. and previously served on the board of Peloton Interactive, a connected fitness company, from February 2022 to December 2023 and the board of Northern Star Investment Corp. IV, a special purpose acquisition company, from March 2021 to September 2023. Prior to co-founding TwentyFirstCenturyBrand, Mr. Mildenhall served as Chief Marketing Officer of Airbnb from 2014 to 2018. Before Airbnb, Mr. Mildenhall led The Coca-Cola Company’s marketing initiatives as Senior Vice President of integrated marketing communication and design excellence from 2013 to 2014 and as Senior Vice President of global advertising strategy and content excellence from 2007 to 2013. Earlier in his career, Mr. Mildenhall served in various management positions in marketing and advertising. Mr. Mildenhall holds a Higher National Diploma in Business and Finance from The Manchester Metropolitan University. He completed the Advanced Management Program at Harvard Business School, and holds an Honorary Doctorate in Business Administration from The Manchester Metropolitan University. |

  15. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  16. Director Compensation Table

    Director Compensation Table The following table presents the total compensation for each person who served as a non-employee director during Fiscal 2024. Mr. Spence is not included in the table below, as he was employed as our Chief Executive Officer during Fiscal 2024 and received no compensation for his service as director. The compensation received by Mr. Spence as an employee is included in “Executive Compensation—Summary Compensation Table” below.

  17. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Total ($) | | Karen Boone | 85,000 | 203,103 | 288,103 | | Joanna Coles | 71,666 | 203,103 | 274,769 | | Tom Conrad (3) | 75,000 | 203,103 | 278,103 | | Bracken Darrell (4) | 36,250 | 220,616 | 256,866 | | Deirdre Findlay (5) | — | — | — | | Julius Genachowski | 160,000 | 203,103 | 363,103 | | Jonathan Mildenhall (6) | 43,333 | 226,908 | 270,241 | | Michelangelo Volpi (7) | — | — | — |

  18. Director Compensation Table

    (1)The amounts reported in this column represent the aggregate grant date fair value of the restricted stock units (“RSUs”) granted under our 2018 Equity Incentive Plan to our directors during Fiscal 2024, as computed in accordance with Financial Accounting Standard Board Accounting Standards Codification Topic 718 (“ASC 718”), excluding the effect of estimated forfeitures. The assumptions used in calculating the dollar amount recognized for financial statement reporting purposes of the equity awards reported in this column are set forth in Note 2 to our audited consolidated financial statements included in our Annual Report. See footnote (1) to the Summary Compensation Table. (2)Our non-employee directors held the following number of stock options and RSUs, each as of September 28, 2024:

  19. Director Compensation Table

    | Name | Shares Subject to Outstanding Stock Options | Shares Subject to Outstanding Stock Awards | | Karen Boone | 31,766 | 46,289* | | Joanna Coles | — | 10,656 | | Tom Conrad | 31,766 | 28,160** | | Bracken Darrell | — | 10,656 | | Deirdre Findlay | — | 256,842*** | | Julius Genachowski | 54,376 | 36,278**** | | Jonathan Mildenhall | — | 10,656 | | Michelangelo Volpi | — | — |

  20. Director Compensation Table

    *Includes 10,656 RSUs that are unvested and 35,633 RSUs that are vested but for which such director has elected to defer settlement until a later date. **Includes 10,656 RSUs that are unvested and 17,504 RSUs that are vested but for which such director has elected to defer settlement until a later date. ***Includes 12,499 RSUs granted for prior Board service that are vested but for which Ms. Findlay has elected to defer settlement until a later date and 244,343 RSUs granted to Ms. Findlay in connection with her appointment as Chief Commercial Officer effective October 16, 2023. ****Includes 10,656 RSUs that are unvested and 25,622 RSUs that are vested but for which such director has elected to defer settlement until a later date. (3)Effective January 13, 2025, Mr. Conrad was appointed Interim Chief Executive Officer. Mr. Conrad will receive no compensation for his service as director while he is serving as Interim Chief Executive Officer. (4)Mr. Darrell joined our Board on February 12, 2024. (5)Ms. Findlay resigned from our Board, effective October 3, 2023, in connection with her appointment as our Chief Commercial Officer. She did not receive any compensation for her service on our Board in Fiscal 2024. (6)Mr. Mildenhall joined our Board on January 25, 2024. (7)Mr. Volpi declined to accept any compensation for his service on our Board in Fiscal 2024.

  21. Non-Employee Director Compensation Arrangements

    Non-Employee Director Compensation Arrangements Pursuant to a policy adopted by our Board, we pay each non-employee director an annual retainer fee of $55,000 for service on our Board and additional annual retainer fees for services as follows: •$75,000 for the Board Chairperson; •$20,000 for the Chair of our Audit Committee and $10,000 for each of its other members; •$20,000 for the Chair of our CPD&I Committee and $10,000 for each of its other members; and •$20,000 for the Chair of our Nominating and Corporate Governance Committee and $10,000 for each of its other members. In addition, following each annual meeting of stockholders, each non-employee director receives an annual equity grant of RSUs having a fair market value on the grant date equal to approximately $200,000. Any non-employee director who is initially appointed to our Board receives an initial equity grant of RSUs having a fair market value on the grant date equal to approximately $200,000 at the time of appointment, subject to proration based on the date of appointment in the event that he or she is appointed other than on the date of the annual meeting of stockholders. In each case, the number of shares of our common stock subject to the grant of RSUs is determined by dividing $200,000 by the trailing 30 calendar day average of the closing price of our common stock on The Nasdaq Global Select Market. Each grant of RSUs will vest in full on the earlier of (i) the one-year anniversary of the date of grant and (ii) the date of the first annual meeting of stockholders following the date of grant, subject to the director providing services to us through the vesting date; provided, however, that in the event that a director ceases to provide services to us other than for Cause (as defined in the 2018 Equity Incentive Plan (the “2018 Plan”)), his or her outstanding RSUs will vest on a pro rata basis based on the last day of service. Non-employee directors are provided the opportunity to elect to defer settlement of all or a portion of the RSUs granted to them until a separation from service or a set date; in Fiscal 2024, each of Ms. Boone and Messrs. Conrad and Genachowski elected to defer settlement of their annual equity grants. RSUs granted to non-employee directors under the policy described above will accelerate and vest in full in the event of a change of control, subject to the terms of our 2018 Plan. We also reimburse our directors for their reasonable out-of-pocket expenses in connection with attending meetings of our Board and committees.

  22. Executive Compensation Philosophy

    | WHAT WE DO | | | ✓ Link Pay for Performance | We link pay to performance and stockholder interests by heavily weighting compensation to short-term cash incentive awards and long-term equity awards that are tied to the value of our stock and our financial targets. | | ✓ Incentivize a Strong Ownership Mentality | Our primary compensation vehicle is our equity award program, which we use to motivate long-term performance and strongly align the interests of our executives with those of our stockholders. | | ✓ Maintain Rigorous Stock Ownership Guidelines | Executives are subject to stock ownership guidelines equal to a multiple of their annual base salaries (10x for our CEO and 5x for our other NEOs). | | ✓ Use an Independent Compensation Consultant | The CPD&I Committee selects and engages its own independent compensation consultant. | | ✓ Prohibit the Hedging of Our Common Stock | We prohibit all employees and directors from engaging in hedging transactions and only allow for pledging our common stock in limited circumstances, subject to the approval of our Compliance Officer. | | ✓ Maintain a Dodd-Frank Compliant Clawback Policy | We maintain a clawback policy that requires recoupment of excess incentive compensation paid to our executive officers if amounts were based on material noncompliance with any financial reporting requirement that causes an accounting restatement, without regard to any fault or misconduct. |

  23. Executive Compensation Philosophy

    | WHAT WE DON’T DO | | | ✗ Provide Single Trigger Acceleration | We do not provide for single trigger acceleration in connection with a change of control in employee equity awards. | | ✗ Provide Material Executive Perquisites | We do not provide material perquisites for executives, except in connection with a business-related relocation. | | ✗ Provide Tax Gross-Ups | We do not provide tax gross-ups for “excess parachute payments” or any other executive benefits in employee agreements, except in connection with a business-related relocation or commuting. | | ✗ Provide Excessive Executive Retirement Benefits | We do not provide any executive pension plan or supplemental retirement plans. | | ✗ Encourage Excessive or Inappropriate Risk-Taking | Our compensation programs are balanced in order to mitigate undue risks. |

  24. Elements of Fiscal 2024 Compensation

    | Elements of Pay | Structure | Highlights | | Base Salary (see page 48) | ■Fixed cash compensation for expected day-to-day responsibilities. ■Reviewed annually and adjusted when appropriate, based on scope of responsibility, performance, time in role, experience, and competitive market for executive talent. | ■Fiscal 2024 salaries for each NEO were unchanged from the start of the year, or if later, when such NEO began employment with us. | | Annual Incentive Bonuses (see page 49) | ■Variable compensation paid in cash. ■Based on Fiscal 2024 performance against pre-established enterprise-wide financial measures (45% revenue and 45% Adjusted EBITDA margin) and diversity, equity, and inclusion (“DEI”) objectives (10%). ■Performance metrics evaluated annually for alignment with strategy and market trends. | ■Fiscal 2024 target bonuses were 65% of base salary for each NEO. ■As a result of not meeting either of the revenue or Adjusted EBITDA margin threshold targets, and the CPD&I Committee waiving our DEI attainment, no Fiscal 2024 annual incentive bonuses were paid. | | Long-Term Incentives (see page 50) | ■50% of long-term incentives granted as part of the Fiscal 2024 regular annual long-term incentive program were granted in the form of restricted stock units (“RSUs”) that time vest quarterly over three years. ■50% of long-term incentives granted as part of the Fiscal 2024 regular annual long-term incentive program were in the form of performance-based stock units (“PSUs”) that vest at the end of three years based on performance against each predetermined one-year performance goal (50% revenue and 50% Adjusted EBITDA margin). ■During Fiscal 2024, also granted additional RSU awards with different time vesting terms as retention, new hire, or sign-on grants to certain NEOs. | ■RSUs align NEOs’ interests with long-term stockholder value creation and encourage executive retention. ■PSUs further link compensation directly to company performance. ■All NEOs participated in the regular annual equity program for Fiscal 2024. In addition, Mr. Millington received an additional RSU grant in November 2023 as part of a retention program. Ms. Findlay received a sign-on RSU grant in connection with her appointment as Chief Commercial Officer. Ms. Findlay and Ms. Casey received new hire RSU grants in connection with their appointments as Chief Commercial Officer in October 2023 and Chief Financial Officer in February 2024, respectively. ■The Fiscal 2024 portion of the PSUs was earned at 0.0% of target based on revenue and Adjusted EBITDA margin achievement below threshold. |

  25. Executive Pay Mix

    Executive Pay Mix In Fiscal 2024, a significant portion of executive compensation for our NEOs consisted of variable, at-risk compensation, with a focus on equity-based long-term incentives. As illustrated below, 91% of target CEO compensation for Fiscal 2024 was composed of variable compensation elements, and 86% of our other NEOs’ target compensation (other than Ms. Casey, who was appointed mid-year), on average, was composed of variable compensation elements. 1The “All Other NEOs Average” pie chart includes only the NEOs that were employees of the Company for all of Fiscal 2024 and participated in all aspects of the standard ongoing compensation program. Ms. Casey is excluded due to her appointment during the fiscal year. 2The pie charts reflect target levels of compensation received for Fiscal 2024. Equity grants reflect the target amounts received for Fiscal 2024. As described below, Ms. Findlay received an additional new hire equity award and Mr. Millington received an additional retention equity award, both of which are excluded from the pie chart.

  26. Emphasis on Performance Based Outcomes

    Emphasis on Performance Based Outcomes Our executive compensation program is highly sensitive to company performance and aligns the realizable pay of our executives with actual financial and stock price performance. As presented in the chart below, our former CEO’s realizable pay for Fiscal 2024 represented approximately 88% of target total direct compensation. This reflects the relationship of compensation paid to our performance during Fiscal 2024: •The value of the annual bonus earned was 0.0% of the target opportunity based on our actual performance for the revenue and Adjusted EBITDA margin goals under our annual bonus program and the CPD&I Committee's waiving of the 25% attainment for the DEI objectives under this program. •The value of the equity granted to our former CEO in Fiscal 2024 increased 7.9% due to the increase in our stock price between the time of grant to the last day of Fiscal 2024. The PSUs granted to Mr. Spence in Fiscal 2024 are earned based on performance relative to annual financial goals for Fiscal 2024 to fiscal year 2026. The Fiscal 2024 tranche was earned at 0.0% of the target opportunity due to the Company's actual performance measured against the revenue and Adjusted EBITDA margin goals below threshold.

  27. Former CEO Target vs. Realizable Pay – Fiscal 2024

    Former CEO Target vs. Realizable Pay – Fiscal 2024 Target pay (or target total direct compensation) for Mr. Spence is equal to the salary paid during the year, the target bonus and the target value of RSUs and PSUs, as applicable (as shown in the “Annual Cash Incentive Plan” and “Fiscal 2024 Equity-Based Awards” sections below). Realizable pay is equal to the salary paid, bonus earned, and the value of RSU grants based on the fiscal year-end stock price, and the value of in-cycle Fiscal 2024 PSUs based on the fiscal year-end stock price and actual financial performance through Fiscal 2024. These amounts do not correspond to values included in the "Summary Compensation Table" for Fiscal 2024. The PSUs are not considered granted for accounting purposes until the performance goals associated with such awards are established. As a result, the Summary Compensation Table reflects a portion of grants made in Fiscal 2022, Fiscal 2023, and Fiscal 2024 rather than reflecting only the grants made in the most recent year.

  28. Pay Positioning and Market Comparators

    Pay Positioning and Market Comparators The CPD&I Committee considered competitive market practices when determining Fiscal 2024 compensation. Competitive market data, however, is only one of several factors considered by the CPD&I Committee in setting executive compensation levels. The CPD&I Committee also considers individual-specific factors, such as individual performance, scope of responsibilities, experience, level, company performance and economic conditions, as described in more detail below. The CPD&I Committee does not use a formula or fixed target to determine compensation. In setting compensation, the CPD&I Committee compares base salaries, annual incentive opportunities and long-term compensation (cumulatively, target total direct compensation) for the NEOs to comparable roles from survey data provided by the Radford technology survey. The CPD&I Committee believes that the Radford technology survey provides a robust sample of similarly sized technology companies and reflects a broad array of companies against which Sonos competes to attract and retain talent.

  29. Annual Cash Incentive Plan

    Annual Cash Incentive Plan We maintain an annual cash incentive plan that is designed to incentivize strong financial performance and execution for the entire organization. Target bonus levels are considered each year as part of the CPD&I Committee's review process in the first quarter of the fiscal year. The target bonus levels of 65% of base salary for NEOs were unchanged for Fiscal 2024.

  30. Annual Cash Incentive Plan

    | Name | FY23 Target Bonus | FY24 Target Bonus | | Patrick Spence | 65% | 65% | | Saori Casey | -- | 65% | | Edward Lazarus | 65% | 65% | | Maxime Bouvat-Merlin | 65% | 65% | | Deirdre Findlay | -- | 65% | | Nicholas Millington | 65% | 65% |

  31. Annual Cash Incentive Plan

    Each NEO participated in our annual cash incentive plan for Fiscal 2024. Consistent with prior years, the CPD&I Committee approved a structured and formulaic annual incentive plan for Fiscal 2024 that explicitly linked a significant portion of bonus funding to Company financial goals. In Fiscal 2024, the plan financial metrics were revenue and Adjusted EBITDA margin, each weighted at 45%, and a DEI objective metric, weighted at 10%. The CPD&I Committee decided to continue using revenue, and Adjusted EBITDA margin, as the financial performance metrics under the annual cash incentive plan for Fiscal 2024 based on the belief that sustainable, profitable growth is an important driver of stockholder value creation. The financial metrics are set in the first quarter by the CPD&I Committee based on our financial forecast for the year. For purposes of this plan, “Adjusted EBITDA margin” was defined as Adjusted EBITDA divided by revenue, with “Adjusted EBITDA” defined as net income (loss) adjusted to exclude the impact of depreciation and amortization, stock-based compensation expense, interest income, interest expense, other income, income taxes, restructuring and abandonment costs, legal and transaction related fees and other items that we do not consider representative of our underlying operating performance. The CPD&I Committee believes that tying a portion of compensation to our DEI objectives further emphasizes the importance of “Our Behaviors” (Respect, Transparency, Collaboration, and Ownership) and holds management directly accountable in creating a more diverse and inclusive environment. The DEI metric applicable to our annual bonus program for Fiscal 2024 consisted of working towards (i) increasing Black and Latinx (underrepresented races and ethnicities) representation at all levels and across all functions, (ii) increasing women representation in technical roles across all levels, and (iii) encouraging executive leaders to champion DEI through sponsorship, inclusive leadership, and integration of DEI in their business. Performance against each of these metrics is assessed by the CPD&I Committee at fiscal year-end as “missed,” “met,” or “exceeded.” Bonus payout opportunities range from 0% to 150% of target for DEI metrics and 0% to 200% of target for revenue and Adjusted EBITDA margin metrics. Payout for each financial metric was determined based on the table below using linear interpolation where performance is between two levels of achievement.

  32. Annual Cash Incentive Plan

    | Revenue Target (in $ Millions) 45% Weight | Adjusted EBITDA Margin Target (Margin Target %) 45% Weight | Bonus Payout | | $2,000 | 11.90% | 200% | | $1,940 | 11.70% | 175% | | $1,880 | 11.40% | 150% | | $1,810 | 10.90% | 125% | | $1,775 | 10.75% | 110% | | $1,750 | 10.60% | 100% | | $1,725 | 10.45% | 90% | | $1,700 | 10.30% | 75% | | $1,650 | 9.80% | 50% | | $1,600 | 9.50% | 25% | | $1,550 | 9.30% | 0% |

  33. Annual Cash Incentive Plan

    During Fiscal 2024, we achieved $1.518 billion in revenue and Adjusted EBITDA margin (as defined for purposes of the annual incentive plan) of 7.1% ($107.9 million). Both financial metrics were below threshold performance for the year and, as a result, the payout for financial results was 0.0% of target. For the DEI performance objectives, the CPD&I Committee determined an achievement of 25% of the target objectives. The CPD&I Committee decided on this level of attainment based on its evaluation of our results for Fiscal 2024. We met two of the five DEI representation objectives and continue to hold the executive leadership team to a high bar of accountability for driving inclusive leadership throughout the organization, as evidenced by the engagement and belonging results from our annual employee survey. However, given that we did not achieve threshold financial results, upon the recommendation of management, the CPD&I Committee determined to waive the results on the DEI metrics, resulting in no annual incentive payments to our NEOs for Fiscal 2024.

  34. Fiscal 2024 Equity-Based Awards

    Fiscal 2024 Equity-Based Awards The majority of the target total direct compensation of our executive officers, including our NEOs, is provided through equity awards. By having a significant percentage of their target total direct compensation payable in the form of equity awards that vest over a number of years and therefore subject to more risk and longer vesting than our cash compensation program, we believe our executive officers are motivated to remain employed with Sonos and take actions that will benefit the Company and its stockholders over the long term. We make annual equity grants to our executive officers in order to align their interests with those of our stockholders and ensure appropriate incentives are in place to promote a focus on our long-term performance. In order to determine the size of equity awards, the committee takes a number of factors into account including market data, individual performance, scope of responsibility, the cost to rehire, current unvested equity awards, total target cash compensation for each role, the retentive value of the compensation package, the recommendations of the Chief Executive Officer (except with respect to his awards), and the CPD&I Committee’s judgement after considering all of the factors listed. The annual equity awards granted to Mr. Spence, Mr. Lazarus, Mr. Bouvat-Merlin and Mr. Millington in Fiscal 2024 were 50% in the form of PSUs and 50% in the form of time-vested RSUs. Ms. Findlay and Ms. Casey received new hire grants in connection with their appointments as Chief Commercial Officer in October 2023, and Chief Financial Officer in February 2024 respectively, 50% in the form of PSUs and 50% in the form of time-vested RSUs. In addition, Ms. Findlay received a sign-on time-vested RSU grant with a target grant value of approximately $750,000 as an inducement award in connection with her appointment as Chief Commercial Officer. Ms. Casey’s new hire equity grant with a target grant value of approximately $10,000,000 included an inducement grant with a target grant value of approximately $1,800,000 and is not reflective of Ms. Casey’s annual equity grant going forward. The PSUs awarded to Ms. Findlay and Ms. Casey include the same performance conditions as those applicable to the other NEOs to ensure long-term alignment with stockholders and performance. Mr. Millington also received a one-time retention RSU grant of $1,000,000 to recognize the deep expertise and skill of his role in successfully executing our product strategy. The table below outlines the total target value of the equity awards our NEOs received in Fiscal 2024, assuming target performance in the case of PSUs. As a result, these values do not reflect the actual grant date fair value of the awards issued, as shown in the Grants of Plan-Based Awards table. The actual number of units granted was determined using a trailing-average closing stock price for the 30 calendar days prior to the date of grant.

  35. Fiscal 2024 Equity-Based Awards

    | Name | Total Target Value of RSUs ($) | Total Target Value of PSUs ($) | | Patrick Spence | $2,500,000 | $2,500,000 | | Saori Casey | $5,000,000 | $5,000,000 | | Edward Lazarus | $1,625,000 | $1,625,000 | | Maxime Bouvat-Merlin | $1,400,000 | $1,400,000 | | Deirdre Findlay (1) | $2,650,000 | $1,900,000 | | Nicholas Millington (2) | $1,750,000 | $750,000 |

  36. Fiscal 2024 Equity-Based Awards

    (1)In addition to her new hire grant, Ms. Findlay received a sign-on RSU grant of $750,000 in connection with her appointment as Chief Commercial Officer that will vest over two years, 50.0% on November 15, 2024, and 50% on November 15, 2025. (2)In addition to his annual equity grant, Mr. Millington received a retention RSU grant. The RSU grant had a target value of $1,000,000 based on competitive market practices and will vest over two years, 50% on November 15, 2024, and 50% on November 15, 2025. The value awarded was issued to recognize the deep expertise and skill of his role in successfully executing our product strategy. The target values reflected in the table above differ from the grant date fair values reflected in the Summary Compensation Table. This is because we determine the number of shares to grant to each executive based on a 30 calendar-day trailing average stock price in order to limit the impact of market volatility on the number of shares underlying granted equity awards. In addition, the grant date value of PSUs for accounting purposes (and therefore for Summary Compensation Table reporting purposes) is not determined until the performance goals are established. Our PSUs have three one-year performance periods with performance goals established in the first quarter of each year of the three-year performance period. As a result of this structure, the stock price used to determine grant date fair value on the performance goal approval date can vary significantly from the stock price on the date used previously to determine the number of shares. The CPD&I Committee believes that granting a balance of RSUs and PSUs appropriately aligns our NEOs’ compensation with the achievement of the Company’s strategic goals and long-term stockholder value creation. The PSUs have both (i) time-based vesting conditions and time vest at the end of three years based on continued employment and (ii) performance-based vesting conditions and performance vest based on achievement against revenue and Adjusted EBITDA margin goals measured over three one-year performance periods. The RSUs have time-based vesting conditions and will vest in equal quarterly installments over three years for annual equity awards. The New Hire RSUs issued to Ms. Casey and Ms. Findlay in connection with joining Sonos in Fiscal 2024 vest as to one-third of the RSUs on a one year cliff, on February 15, 2025 and November 15, 2024, respectively, and as to the remaining two-thirds of the RSUs in equal quarterly installments over the remaining two years. The Fiscal 2024 RSUs issued to Mr. Lazarus in December 2023 vest over four years, with 1/12th of the RSUs vesting on November 15, 2024, and an additional 1/12th vesting quarterly over the remaining eleven quarters. Please see the “Outstanding Equity Awards at Fiscal Year-End Table” below for more information regarding the vesting schedule of each grant to our NEOs during Fiscal 2024. For the PSUs granted in Fiscal 2024, the CPD&I Committee established a one-year performance goal at the beginning of year one (Fiscal 2024) and will establish subsequent, one-year performance goals at the beginning of year two (fiscal year 2025) and year three (fiscal year 2026). Each of the three, one-year goals applies to one-third of the total PSUs awarded. Depending on the Company’s performance, between 0% and 200% of the target number of PSUs can be earned. The Fiscal 2024 performance goals for purposes of determining the number of PSUs earned for the first third of the Fiscal 2024 awards were the same as the financial goals under the annual incentive plan as disclosed above. Profitable growth is a key driver to creating stockholder value, and the CPD&I Committee believes it is important to tie a portion of our long-term incentive to these metrics. As discussed above, achievement against the financial metrics for Fiscal 2024 was below threshold performance for both revenue and Adjusted EBITDA margin. As a result, 0.0% of the target number of PSUs was earned for the first third of the Fiscal 2024 awards. All NEOs received a PSU grant in Fiscal 2024. Previously, all NEOs (except Mr. Lazarus, Ms. Casey, and Ms. Findlay) received a PSU grant in Fiscal 2023 and all NEOs (except Mr. Millington, Ms. Casey and Ms. Findlay) received a PSU grant in Fiscal 2022. Each of these grants included a one-year performance goal covering Fiscal 2024 performance. The Fiscal 2024 performance goals for the Fiscal 2023 and Fiscal 2022 grants were the same as the annual incentive plan goals disclosed above (other than the DEI objective metric). As a result, 0.0% of the target number of PSUs were earned for the portion of Fiscal 2023 and Fiscal 2022 awards covering Fiscal 2024 performance. The chart below outlines the level of achievement of performance goals for completed one-year performance periods for outstanding PSUs: 1Attainment = (50% * Revenue Achievement) + (50% * Adjusted EBITDA Margin Achievement) for Fiscal 2024 and Fiscal 2023 or Adjusted EBITDA Achievement for Fiscal 2022. The combined payout for the completed Fiscal 2022 PSU awards covering Fiscal 2022, Fiscal 2023, and Fiscal 2024 performance for all NEOs (except Mr. Millington, Ms. Casey and Ms. Findlay who did not receive Fiscal 2022 PSU awards) was 5.6% of the target number of shares. The future tranches of the PSU awards are not considered granted for accounting purposes until the performance goals associated with such awards are established. The grants will be reflected in future years in the “Summary Compensation Table”, and the “Grants of Plan-Based Awards Table” once the performance goals are established, with their value based on the stock price at the time the goals are set, rather than at the time of grant.

  37. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant The CPD&I Committee has retained Semler Brossy as its independent compensation consultant. Semler Brossy is retained by and reports directly to the CPD&I Committee. The CPD&I Committee has analyzed whether the work of Semler Brossy as a compensation consultant raises any conflict of interest and has determined that the work of Semler Brossy has not created any conflict of interest. Semler Brossy reviews and advises on all principal aspects of our executive compensation program. Its main responsibilities include, as applicable to a particular fiscal year: •Providing independent advice to the CPD&I Committee on current trends and best practices in compensation design and program alternatives, and advising on plans or practices that may improve the effectiveness of our compensation program; •Providing and discussing market comparators for competitive comparisons and based on this information, offering independent recommendations on NEO compensation, including for our CEO and newly hired executives; •Reviewing the Company’s equity plan and providing an assessment of total stock usage relative to market comparators; •Reviewing the CD&A and other compensation-related disclosures in our proxy statement; •Offering recommendations, insights, and perspectives on compensation-related matters; •Assisting the CPD&I Committee in designing executive compensation programs that are competitive and align the interests of our executives with those of our stockholders; and •Providing the CPD&I Committee with ongoing updates regarding trends and regulatory developments in the areas of executive compensation and human capital management. The CPD&I Committee typically asks Semler Brossy to attend the CPD&I Committee’s meetings. Semler Brossy communicates regularly with management to gather information and review proposals.

  38. Role of Management

    Role of Management Our CEO and our other executive officers do not set their own compensation, nor are they present when the CPD&I Committee sets their specific individual compensation. Our CEO provides his evaluation of each executive officer’s performance to the CPD&I Committee, and makes recommendations with respect to base salary, target annual incentive, and equity awards for each executive officer other than himself. Our CEO’s recommendation is considered by the CPD&I Committee, which makes its own ultimate determinations. The human resources department provides additional analysis and guidance as requested by the CPD&I Committee related to NEO compensation, including the following: •Developing, summarizing and presenting information and analyses to enable the CPD&I Committee to execute its responsibilities, as well as addressing specific requests for information from the CPD&I Committee; •Attending CPD&I Committee meetings, as requested, to provide information, respond to questions and otherwise assist the CPD&I Committee; and •Assisting the CEO in making preliminary recommendations regarding base salary and annual and long-term incentive awards for other executive officers.

  39. Employment, Severance and Change in Control Agreements

    Employment, Severance and Change in Control Agreements We have entered into offer letters with each of our NEOs. Each of these arrangements provides for at-will employment and generally includes the NEO’s initial base salary and an indication of eligibility for an annual cash incentive award opportunity and for the grant of an initial equity award. As described below under "Potential Payments upon Termination or Change in Control," Ms. Findlay is entitled to certain severance payments and benefits upon a qualifying termination of employment, and Mr. Spence will receive certain compensation and benefits pursuant to the Transition Agreement. In addition, each of our NEOs has executed a form of our standard confidential information and invention assignment agreement. Each of the stock options, PSU awards and RSU awards granted to our NEOs under our 2018 Plan, including the PSUs and RSUs granted in Fiscal 2024, contains a provision for the full acceleration of vesting upon an involuntary termination occurring within two months prior to, or within 12 months following, a change in control. In connection with a change in control, PSUs will vest at target for any PSUs for which the performance period has not been completed and based on the number of PSUs that have been earned by their terms for any performance period that has been completed. If an acquirer in a change in control transaction does not assume the PSUs, they will vest in connection with such transaction. Such benefits are intended to incentivize executives who might be involved in acquisition or merger discussions with another entity to make decisions that are in the best interest of Sonos and our stockholders, without being unduly biased by the impact of such a transaction on their personal situation.

  40. Summary Compensation Table

    Summary Compensation Table The following table provides information concerning the compensation of each of our named executive officers for each fiscal year in which they were a named executive officer during the last three fiscal years:

  41. Summary Compensation Table

    | | Fiscal Year | Salary ($) | Stock Awards ($) (1) | Non-Equity Incentive Plan Compensation ($) (2) | All Other Compensation ($)(3) | Total ($) | | Patrick Spence (4) | 2024 | 550,000 | 5,260,424 | — | — | 5,810,424 | | Former Chief Executive Officer | 2023 | 550,000 | 4,568,856 | 71,858 | — | 5,190,714 | | | 2022 | 550,000 | 7,837,371 | 24,578 | — | 8,411,949 | | Saori Casey (5) | 2024 | 380,769 | 7,438,620 | — | 7,635 | 7,827,024 | | Chief Financial Officer | | | | | | | | Edward Lazarus (6) | 2024 | 475,000 | 2,641,834 | — | 10,350 | 3,127,184 | | Chief Legal and Strategy Officer & Corporate Secretary | 2023 | 475,000 | 160,139 | 62,059 | 9,900 | 707,098 | | Former Chief Financial Officer | 2022 | 383,462 | 4,526,500 | 17,136 | 7,789 | 4,934,887 | | Maxime Bouvat-Merlin (7) Former Chief Product Officer | 2024 | 475,000 | 2,649,326 | — | 7,115 | 3,131,441 | | | 2023 | 461,539 | 1,816,034 | 55,448 | 6,894 | 2,339,915 | | Deirdre Findlay (8) | 2024 | 528,846 | 3,752,227 | — | 8,250 | 4,289,323 | | Chief Commercial Officer | | | | | | | | Nicholas Millington | 2024 | 450,000 | 2,487,933 | — | 9,866 | 2,947,799 | | Chief Innovation Officer | 2023 | 450,000 | 1,103,679 | 58,793 | 9,846 | 1,622,318 | | | 2022 | 375,000 | 544,187 | 16,758 | 8,654 | 944,599 |

  42. Summary Compensation Table

    (1)Reflects the aggregate grant date fair value of (a) the RSU awards granted under our 2018 Plan to our named executive officers during the fiscal years ended September 28, 2024, September 30, 2023 (other than Ms. Casey and Ms. Findlay), and October 1, 2022 (other than Mr. Bouvat-Merlin, Ms. Casey and Ms. Findlay) and (b) PSU awards granted to our named executive officers during the fiscal year ended September 28, 2024, to Mr. Spence, Mr. Bouvat-Merlin and Mr. Millington during the fiscal year ended September 30, 2023, and to Mr. Spence, Mr. Lazarus and Mr. Bouvat-Merlin during the fiscal year ended October 1, 2022, as further described below and all as computed in accordance with ASC 718, excluding the effect of estimated forfeitures. For PSU awards, the grant date fair value is based upon the probable outcome of the performance conditions associated with the awards, which assumes that target performance is achieved. PSU awards have a three-year vesting term generally based on continued employment, with three, one-year performance periods or tranches. The value of PSU awards is included in the Summary Compensation Table in the year when the applicable performance goals are set and the fair value of the PSUs is determinable under ASC 718 (and is determined based on the Company's closing stock price on the trading day immediately preceding such date). The 2024 amounts for Mr. Spence and Mr. Bouvat-Merlin include one-third of their PSU awards granted in Fiscal 2024, one-third of their PSU awards granted in Fiscal 2023 and one-third of their PSU awards granted in Fiscal 2022. The 2024 amounts for Ms. Casey and Ms. Findlay include one-third of their PSU awards granted in Fiscal 2024. The 2024 amount for Mr. Lazarus includes one-third of his PSU award granted in Fiscal 2024 and one-third of his PSU award granted in Fiscal 2022. The 2024 amount for Mr. Millington includes one-third of his PSU award granted in Fiscal 2024 and one-third of his PSU award granted in Fiscal 2023. All PSU awards are tranches of the awards for which performance goals were set in December 2023 (Fiscal 2024) for the Fiscal 2024 performance period. The grant date fair value of the Fiscal 2024 PSU awards assuming maximum achievement of the performance conditions associated with the awards is: Mr. Spence, $5,329,717; Ms. Casey, $3,719,310; Mr. Lazarus, $1,548,736; Mr. Bouvat-Merlin, $2,391,613; Ms. Findlay, $2,001,849; and Mr. Millington, $1,342,062. Additional information regarding the assumptions used in calculating the dollar amount recognized for financial statement reporting purposes of the equity awards reported in this column is set forth in Note 2 to our audited consolidated financial statements included in our Annual Report. (2)These amounts reflect bonuses earned by our named executive officers based upon achievement of financial objectives and DEI goals. For more information on bonuses for Fiscal 2024, see “—Fiscal 2024 NEO Compensation Decisions” above. (3)These amounts reflect matching contributions made by us under our 401(k) plan. (4)Mr. Spence departed as our Chief Executive Officer, effective January 13, 2025. (5)Ms. Casey was appointed as Chief Financial Officer, effective January 22, 2024. (6)Mr. Lazarus served as our interim Chief Financial Officer from August 2022 to November 2022 and as our Chief Financial Officer from November 15, 2022 to January 21, 2024. Mr. Lazarus remained our Chief Legal Officer and Corporate Secretary during such period and currently serves in such roles. Effective January 22, 2024, Mr. Lazarus was also appointed as our Chief Strategy Officer. (7)The Company eliminated the role of Chief Product Officer, effective January 13, 2025. Mr. Bouvat-Merlin will remain an advisor to the Interim Chief Executive Officer for a mutually agreed transition period. (8)Ms. Findlay was appointed as Chief Commercial Officer, effective October 16, 2023. Ms. Findlay served on our Board from February 2020 until October 3, 2023.

  43. Grants of Plan-Based Awards in Fiscal 2024 Table

    Grants of Plan-Based Awards in Fiscal 2024 Table The following table presents information concerning each grant of an award made to the named executive officers during the fiscal year ended September 28, 2024 under any cash or equity incentive plan.

  44. Grants of Plan-Based Awards in Fiscal 2024 Table

    | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | | | | Name | Type of Award | Grant Date(1) | Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($) (11) | | Patrick Spence | Cash | — | — | — | 357,500 | 697,125 | — | — | — | — | — | | | RSUs(3) | 11/15/2023 | 11/11/2023 | — | — | — | — | — | — | 230,512 | 2,595,565 | | | PSUs(4) | 12/29/2023 | 11/15/2021 | — | — | — | 6,245 | 24,979 | 49,958 | — | 428,140 | | | PSUs(5) | 12/29/2023 | 11/15/2022 | — | — | — | 13,415 | 53,659 | 107,318 | — | 919,715 | | | PSUs(6) | 12/29/2023 | 11/15/2023 | | | | 19,210 | 76,838 | 153,676 | — | 1,317,003 | | Saori Casey | Cash | — | — | — | 247,500 | 482,625 | — | — | — | — | — | | | RSUs(7) | 2/15/2024 | 1/3/2024 | — | — | — | — | — | — | 298,500 | 5,578,965 | | | PSUs(6) | 2/15/2024 | 2/15/2024 | — | — | — | 24,875 | 99,500 | 199,000 | — | 1,859,655 | | Edward Lazarus | Cash | — | — | — | 308,750 | 602,063 | — | — | — | — | — | | | RSUs(8) | 12/15/2023 | 12/13/2023 | — | — | — | — | — | — | 107,511 | 1,867,466 | | | PSUs(4) | 12/29/2023 | 11/15/2021 | — | — | — | 2,336 | 9,342 | 18,684 | — | 160,122 | | | PSUs(6) | 12/29/2023 | 12/15/2023 | — | — | — | 8,959 | 35,837 | 71,674 | — | 614,246 | | Maxime Bouvat- Merlin | Cash | — | — | — | 308,750 | 602,063 | — | — | — | — | — | | | RSUs(3) | 11/15/2023 | 11/11/2023 | — | — | — | — | — | — | 129,087 | 1,453,520 | | | PSUs(4) | 12/29/2023 | 11/15/2021 | — | — | — | 2,123 | 8,493 | 16,986 | — | 145,570 | | | PSUs(5) | 12/29/2023 | 11/15/2022 | — | — | — | 4,561 | 18,245 | 36,490 | — | 312,719 | | | PSUs(6) | 12/29/2023 | 11/15/2023 | — | — | — | 10,757 | 43,029 | 86,058 | — | 737,517 | | Deirdre Findlay | Cash | — | — | — | 343,750 | 670,312 | — | — | — | — | — | | | RSUs(9) | 11/15/2023 | 11/11/2023 | — | — | — | — | — | — | 244,343 | 2,751,302 | | | PSUs(6) | 12/29/2023 | 11/15/2023 | — | — | — | 14,599 | 58,397 | 116,794 | — | 1,000,925 | | Nicholas Millington | Cash | — | — | — | 292,500 | 570,375 | — | — | — | — | — | | | RSUs(10) | 11/15/2023 | 11/11/2023 | — | — | — | — | — | — | 161,359 | 1,816,902 | | | PSUs(5) | 12/29/2023 | 11/15/2022 | — | — | — | 4,025 | 16,098 | 32,196 | — | 275,920 | | | PSUs(6) | 12/29/2023 | 11/15/2023 | — | — | — | 5,763 | 23,052 | 46,104 | — | 395,111 |

  45. Grants of Plan-Based Awards in Fiscal 2024 Table

    (1)With exception for PSUs granted to Ms. Casey, for PSUs, the "grant date" is the date that the performance goals associated with the PSU awards were set by the CPD&I Committee, which is the date the fair values of such awards are determinable under ASC 718. Ms. Casey’s PSU “grant date” is the date the grant was awarded. (2)Reflects threshold, target and maximum bonus amounts for Fiscal 2024 performance under our Annual Cash Incentive Plan, as described in “—Fiscal 2024 NEO Compensation Decisions — Annual Cash Incentive Plan” above. No amounts were paid with respect to our Annual Cash Incentive Plan for Fiscal 2024. The cash bonus opportunities for Ms. Casey and Ms. Findlay were prorated based on the portion of Fiscal 2024 each such named executive officer was employed. (3)The shares subject to the RSU grant will vest in equal quarterly installments over three years following the vesting commencement date of November 15, 2023, generally subject to continued employment. (4)The amounts shown include one-third of the PSU grant granted in Fiscal 2022, which represents the tranche of the award for which performance goals were set in December 2023 (Fiscal 2024) for the Fiscal 2024 performance period, with the threshold, target and maximum columns reflecting the number of PSUs that can be earned based upon achievement of the pre-established Company performance goal for Fiscal 2024 at 25%, 50% and 200% of target, respectively. As discussed in “—Fiscal 2024 Equity-Based Awards” above, the CPD&I Committee determined achievement of the Fiscal 2024 performance goals at 0.00%. PSU awards have a three-year vesting term generally based on continued employment, and, to the extent earned, will vest at such time of CPD&I Committee approval of performance attainment at the end of the three-year term. (5)The amounts shown include one-third of the PSU grant granted in Fiscal 2023, which represents the tranche of the award for which performance goals were set in December 2023 (Fiscal 2024) for the Fiscal 2024 performance period, with the threshold, target and maximum columns reflecting the number of PSUs that can be earned based upon achievement of the pre-established Company performance goal for Fiscal 2024 at 25%, 50% and 200% of target, respectively. As discussed in “—Fiscal 2024 Equity-Based Awards” above, the CPD&I Committee determined achievement of the Fiscal 2024 performance goals at 0.00%. PSU awards have a three-year vesting term generally based on continued employment, and, to the extent earned, will vest at such time of CPD&I Committee approval of performance attainment at the end of the three-year term. (6)The amounts shown include one-third of the PSU grant granted in Fiscal 2024, which represents the tranche of the award for which performance goals were set in December 2023 (Fiscal 2024) for the Fiscal 2024 performance period, with the threshold, target and maximum columns reflecting the number of PSUs that can be earned based upon achievement of the pre-established Company performance goal for Fiscal 2024 at 25%, 50% and 200% of target, respectively. As discussed in “—Fiscal 2024 Equity-Based Awards” above, the CPD&I Committee determined achievement of the Fiscal 2024 performance goals at 0.00%. PSU awards have a three-year vesting term generally based on continued employment, and, to the extent earned, will vest at such time of CPD&I Committee approval of performance attainment at the end of the three-year term. (7)The shares subject to the RSU grant will vest over three years following the vesting commencement date of February 15, 2024, vesting 1/3rd on February 15, 2025, and thereafter vesting in equal quarterly installments over the remaining eight quarters, generally subject to continued employment. (8)The shares subject to the RSU grant will vest over four years, with 1/12th of the shares subject to the RSU grant vested on November 15, 2024, and an additional 1/12th vesting quarterly over the remaining eleven quarters, generally subject to continued employment. (9)Consists of RSU grants of: (i) 175,189 RSUs, with 1/3rd of the shares subject to the RSU grant vested on November 15, 2024 and an additional 1/12th vesting quarterly over the remaining eight quarters, and (ii) 69,154 RSUs, with 1/2 of the shares subject to the RSU grant vested on November 15, 2024 and the remaining 1/2 vesting on November 15, 2025, in each case generally subject to continued employment. (10)Consists of RSU grants of: (i) 69,154 RSUs, vesting in equal quarterly installments over three years following the vesting commencement date of November 15, 2023, and (ii) 92,205 RSUs, with 1/2 of the shares subject to the RSU grant vested on November 15, 2024 and the remaining 1/2 vesting on November 15, 2025, in each case generally subject to continued employment. (11)Reflects the aggregate grant date fair value of the awards granted under our 2018 Plan to our named executive officers during the fiscal year ended September 28, 2024, as computed in accordance with ASC 718. The assumptions used in calculating the dollar amount recognized for financial statement reporting purposes of the equity awards reported in this column are set forth in Note 2 to our audited consolidated financial statements included in our Annual Report. See footnote (1) to the Summary Compensation Table.

  46. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

  47. Outstanding Equity Awards at Fiscal Year-End Table

    Outstanding Equity Awards at Fiscal Year-End Table The following table provides information regarding the outstanding equity awards held by our named executive officers as of September 28, 2024.

  48. Outstanding Equity Awards at Fiscal Year-End Table

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date (1) | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(19) | Equity Incentive Plan Awards: Number of unearned shares, units or other rights that have not vested (#) | Equity Incentive Plan Awards: Market or Payout value of unearned shares, units or other rights that have not vested ($)(19) | | Patrick Spence | 9/8/2016 (2) | 10 | — | 13.56 | 9/7/2026 | — | — | — | — | | | 11/7/2017 (2) | 151,736 | — | 15.03 | 11/6/2027 | — | — | — | — | | | 8/1/2018 (2) | 200,000 | — | 15.00 | 7/31/2028 | — | — | — | — | | | 11/19/2018 (2) | 874,999 | — | 15.44 | 11/18/2028 | — | — | — | — | | | 11/15/2020 | — | — | — | — | 5,052 (3) | 61,382 | 0 | 0 | | | 11/15/2021 | — | — | — | — | 8,881 (4) | 107,904 | 0 | 0 | | | 11/15/2022 | — | — | — | — | 76,090 (5) | 924,494 | 53,660 (6) | 651,969 | | | 11/15/2023 | — | — | — | — | 172,884 (7) | 2,100,541 | 153,674 (8) | 1,867,139 | | Saori Casey | 2/15/2024 | — | — | — | — | 298,500 (9) | 3,626,775 | 199,000 (8) | 2,417,850 | | Edward Lazarus | 2/15/2019 (2) | 200,000 | — | 11.12 | 2/14/2029 | — | — | — | — | | | 11/15/2020 | — | — | — | — | 2,223 (3) | 27,009 | 0 | 0 | | | 11/15/2021 | — | — | — | — | 3,322 (10) | 40,362 | 0 | 0 | | | 12/15/2023 | — | — | — | — | 107,511 (11) | 1,306,259 | 71,674 (8) | 870,839 | | Maxime Bouvat- Merlin | 8/25/2016 (2) | 52,950 | — | 13.56 | 8/24/2026 | — | — | — | — | | | 5/22/2017 (2) | 22,328 | — | 13.56 | 5/21/2027 | — | — | — | — | | | 5/25/2018 (2) | 48,124 | — | 15.11 | 5/24/2028 | — | — | — | — | | | 8/1/2018 (2) | 28,000 | — | 15.00 | 7/31/2028 | — | — | — | — | | | 11/15/2020 | — | — | — | — | 3,144 (3) | 38,200 | 0 | 0 | | | 11/15/2021 | — | — | — | — | 3,020 (12) | 36,693 | 0 | 0 | | | 11/15/2022 | — | — | — | — | 25,870 (13) | 314,321 | 18,244 (6) | 221,665 | | | 5/15/2023 | — | — | — | — | 14,282 (14) | 173,526 | 0 | 0 | | | 11/15/2023 | — | — | — | — | 96,816 (15) | 1,176,314 | 86,058 (8) | 1,045,605 | | Deirdre Findlay | 11/15/2023 | — | — | — | — | 244,343 (16) | 2,968,767 | 116,792 (8) | 1,419,023 | | Nicholas Millington | 7/7/2016 (2) | 156,842 | — | 13.56 | 7/6/2026 | — | — | — | — | | | 9/8/2016 (2) | 193,642 | — | 13.56 | 9/7/2026 | — | — | — | — | | | 11/14/2016 (2) | 19,948 | — | 13.56 | 8/11/2025 | — | — | — | — | | | 5/22/2017 (2) | 50,000 | — | 13.56 | 5/21/2027 | — | — | — | — | | | 5/25/2018 (2) | 64,000 | — | 15.11 | 5/24/2028 | — | — | — | — | | | 8/1/2018 (2) | 43,000 | — | 15.00 | 7/31/2028 | — | — | — | — | | | 11/15/2020 | — | — | — | — | 2,829 (3) | 34,372 | 0 | 0 | | | 11/15/2022 | — | — | — | — | 22,827 (17) | 277,348 | 16,098 (6) | 195,591 | | | 11/15/2023 | — | — | — | — | 144,071 (18) | 1,750,463 | 46,102 (8) | 560,139 |

  49. Outstanding Equity Awards at Fiscal Year-End Table

    (1)All of the outstanding stock option awards were granted under our 2003 Plan, except for those with a grant date of August 1, 2018, November 19, 2018 and February 15, 2019, which were granted under our 2018 Plan. (2)The options were fully vested and immediately exercisable as of September 28, 2024. (3)1/16th of the shares subject to the RSU grant vested on February 15, 2021 and an additional 1/16th vesting quarterly thereafter, generally subject to continued employment. (4)Consists of (i) a grant of 74,938 RSUs, vesting according to the following schedule: 6.25% of the shares subject to the RSU grant will vest quarterly in year one; 12.5% of the shares subject to the RSU grant will vest quarterly in year two; and 6.25% of the shares subject to the RSU grant will vest quarterly in year three, following the vesting commencement date of November 15, 2021, and generally subject to continued employment, (ii) 0 shares earned under a PSU award based on the achievement of the pre-established Company performance goals for Fiscal 2022 at 0.00%, as determined by the CPD&I Committee, (iii) 4,197 shares earned under a PSU award based on the achievement of the pre-established Company performance goals for Fiscal 2023 at 16.8%, as determined by the CPD&I Committee and (iv) 0 shares earned under a PSU award based on the achievement of the pre-established Company performance goals for Fiscal 2024 at 0.00%, as determined by the CPD&I Committee. PSU awards have a three-year vesting term generally based on continued employment, and, to the extent earned, will vest at such time of CPD&I Committee approval of performance attainment at the end of the three-year term. (5)Consists of (i) a grant of 160,979 RSUs, with 1/12th of the shares subject to the RSU grant vested on February 15, 2023 and an additional 1/12th vesting quarterly thereafter, generally subject to continued employment, (ii) 9,015 shares earned under a PSU award based on the achievement of the pre-established Company performance goals for Fiscal 2023 at 16.8%, as determined by the CPD&I Committee, and (iii) 0 shares earned under a PSU award based on the achievement of the pre-established Company performance goals for Fiscal 2024 at 0.0%, as determined by the CPD&I Committee. PSU awards have a three-year vesting term generally based on continued employment, and, to the extent earned, will vest at such time of CPD&I Committee approval of performance attainment at the end of the three-year term. (6)Consists of the target number of PSUs that may be earned based upon the achievement of pre-determined performance goals for Fiscal 2025, for which performance goals have not been set as of September 28, 2024. PSU awards have a three-year vesting term generally based upon continued employment, and, to the extent earned, will vest at such time of CPD&I Committee approval of performance attainment at the end of the three-year term. This PSU award is not shown in the Fiscal 2024 Summary Compensation Table because the performance goals associated with it were not established in Fiscal 2024. (7)Consists of (i) a grant of 230,512 RSUs, with 1/12th of the shares subject to the RSU grant vested on February 15, 2024 and an additional 1/12th vesting quarterly thereafter, generally subject to continued employment, and (ii) 0 shares earned under a PSU award based on the achievement of the pre-established Company performance goals for Fiscal 2024 at 0.00%, as determined by the CPD&I Committee. PSU awards have a three-year vesting term generally based on continued employment, and, to the extent earned, will vest at such time of CPD&I Committee approval of performance attainment at the end of the three-year term. (8)Consists of the target number of PSUs that may be earned based upon the achievement of pre-determined performance goals for Fiscal 2025 and the fiscal year ending September 26, 2026, for which performance goals have not been set as of September 28, 2024. PSU awards have a three-year vesting term generally based upon continued employment, and, to the extent earned, will vest at such time of CPD&I Committee approval of performance attainment at the end of the three-year term. This PSU award is not shown in the Fiscal 2024 Summary Compensation Table because the performance goals associated with it were not established in Fiscal 2024. (9)Consists of (i) a grant of 298,500 RSUs, with 1/3rd of the shares subject to the RSU grant vested on February 15, 2025 and an additional 1/12th vesting quarterly thereafter, generally subject to continued employment, and (ii) 0 shares earned under a PSU award based on the achievement of the pre-established Company performance goals for Fiscal 2024 at 0.00%, as determined by the CPD&I Committee. PSU awards have a three-year vesting term generally based on continued employment, and, to the extent earned, will vest at such time of CPD&I Committee approval of performance attainment at the end of the three-year term. (10)Consists of (i) a grant of 28,027 RSUs, vesting according to the following schedule: 6.25% of the shares subject to the RSU grant will vest quarterly in year one; 12.5% of the shares subject to the RSU grant will vest quarterly in year two; and 6.25% of the shares subject to the RSU grant will vest quarterly in year three, following the vesting commencement date of November 15, 2021 and generally subject to continued employment, (ii) 0 shares earned under a PSU award based on the achievement of the pre-established Company performance goals for Fiscal 2022 at 0.00%, as determined by the CPD&I Committee, (iii) 1,570 shares earned under a PSU award based on the achievement of the pre-established Company performance goals for Fiscal 2023 at 16.8%, as determined by the CPD&I Committee, and (iv) 0 shares earned under a PSU award based on the achievement of the pre-established Company performance goals for Fiscal 2024 at 0.00%, as determined by the CPD&I Committee, PSU awards have a three-year vesting term generally based on continued employment, and, to the extent earned, will vest at such time of CPD&I Committee approval of performance attainment at the end of the three-year term. (11)Consists of (i) a grant of 107,511 RSUs, with 1/12th of the shares subject to the RSU grant vested on November 15, 2024 and an additional 1/12th vesting quarterly thereafter, generally subject to continued employment, and (ii) 0 shares earned under a PSU award based on the achievement of the pre-established Company performance goals for Fiscal 2024 at 0.00%, as determined by the CPD&I Committee. PSU awards have a three-year vesting term generally based on continued employment, and, to the extent earned, will vest at such time of CPD&I Committee approval of performance attainment at the end of the three-year term. (12)Consists of (i) a grant of 25,479 RSUs, vesting according to the following schedule: 6.25% of the shares subject to the RSU grant will vest quarterly in year one; 12.5% of the shares subject to the RSU will vest quarterly in year two; and 6.25% of the shares subject to the RSU grant will vest quarterly in year three, following the vesting commencement date of November 15, 2021 and generally subject to continued employment, (ii) 0 shares earned under a PSU award based on the achievement of the pre-established Company performance goals for Fiscal 2022 at 0.00%, as determined by the CPD&I Committee, (iii) 1,427 shares earned under a PSU award based on the achievement of the pre-established Company performance goals for Fiscal 2023 at 16.8%, as determined by the CPD&I Committee, and (iv) 0 shares earned under a PSU award based on the achievement of the pre-established Company performance goals for Fiscal 2024 at 0.00%, as determined by the CPD&I Committee, PSU awards have a three-year vesting term generally based on continued employment, and, to the extent earned, will vest at such time of CPD&I Committee approval of performance attainment at the end of the three-year term.

  50. Outstanding Equity Awards at Fiscal Year-End Table

    (13)Consists of (i) a grant of 54,733 RSUs, with 1/12th of the shares subject to the RSU grant vested on February 15, 2023 and an additional 1/12th vesting quarterly thereafter, and generally subject to continued employment, (ii) 3,065 shares earned under a PSU award based on the achievement of the pre-established Company performance goals for Fiscal 2023 at 16.8%, as determined by the CPD&I Committee, and (iii) 0 shares earned under a PSU award based on the achievement of the pre-established Company performance goals for Fiscal 2024 at 0.00%, as determined by the CPD&I Committee. PSU awards have a three-year vesting term generally based on continued employment, and, to the extent earned, will vest at such time of CPD&I Committee approval of performance attainment at the end of the three-year term. (14)1/12th of the shares subject to the RSU grant vested on August 15, 2023 and an additional 1/12th vesting quarterly thereafter, generally subject to continued employment. (15)Consists of (i) a grant of 129,087 RSUs, with 1/12th of the shares subject to the RSU grant vested on February 15, 2024 and an additional 1/12th vesting quarterly thereafter, generally subject to continued employment, and (ii) 0 shares earned under a PSU award based on the achievement of the pre-established Company performance goals for Fiscal 2024 at 0.00%, as determined by the CPD&I Committee. PSU awards have a three-year vesting term generally based on continued employment, and, to the extent earned, will vest at such time of CPD&I Committee approval of performance attainment at the end of the three-year term. (16)Consists of a grant of: (i) 175,189 RSUs, with 1/3rd of the shares subject to the RSU grant vested on November 15, 2024 and an additional 1/12th vesting quarterly over the remaining eight quarters, generally subject to continued employment, (ii) 69,154 RSUs, with 1/2 of the shares subject to the RSU grant vested on November 15, 2024 and the remaining 1/2 vesting on November 15, 2025, generally subject to continued employment, and (iii) 0 shares earned under a PSU award based on the achievement of the pre-established Company performance goals for Fiscal 2024 at 0.00%, as determined by the CPD&I Committee. PSU awards have a three-year vesting term generally based on continued employment, and, to the extent earned, will vest at such time of CPD&I Committee approval of performance attainment at the end of the three-year term. (17)Consists of (i) a grant of 48,294 RSUs, with 1/12th of the shares subject to the RSU grant vested on February 15, 2023 and an additional 1/12th vesting quarterly thereafter, generally subject to continued employment, (ii) 2,704 shares earned under a PSU award based on the achievement of the pre-established Company performance goals for Fiscal 2023 at 16.8%, as determined by the CPD&I Committee, and (iii) 0 shares earned under a PSU award based on the achievement of the pre-established Company performance goals for Fiscal 2024 at 0.00%, as determined by the CPD&I Committee. PSU awards have a three-year vesting term generally based on continued employment, and, to the extent earned, will vest at such time of CPD&I Committee approval of performance attainment at the end of the three-year term. (18)Consists of (i) a grant of 69,154 RSUs, vesting in equal quarterly installments over three years following the vesting commencement date of November 15, 2023, generally subject to continued employment, (ii) a grant of 92,205 RSUs, with 1/2 of the shares subject to the RSU grant vested on November 15, 2024 and the remaining 1/2 vesting on November 15, 2025, generally subject to continued employment, and (iii) 0 shares earned under a PSU award based on the achievement of the pre-established Company performance goals for Fiscal 2024 at 0.00%, as determined by the CPD&I Committee. PSU awards have a three-year vesting term generally based on continued employment, and, to the extent earned, will vest at such time of CPD&I Committee approval of performance attainment at the end of the three-year term. (19)The market values of (i) RSU awards that have not vested, including PSU awards that have been earned based on the achievement of pre-established Company performance goals, and (ii) other PSU awards (at target) are calculated by multiplying the number of shares shown in the table by $12.15, the closing market price of shares of our common stock on September 27, 2024, the last trading day of Fiscal 2024.

  51. Fiscal 2024 Option Exercises and Stock Vested Table

    Fiscal 2024 Option Exercises and Stock Vested Table The following table provides information regarding the number of shares of common stock acquired and the value realized pursuant to the exercise of stock options and the vesting of RSUs during Fiscal 2024 by each of our named executive officers.

  52. Fiscal 2024 Option Exercises and Stock Vested Table

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) (1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) (2) | | Patrick Spence | — | — | 260,025 | 3,719,049 | | Saori Casey | — | — | — | — | | Edward Lazarus | — | — | 39,361 | 594,241 | | Maxime Bouvat-Merlin | — | — | 85,583 | 1,289,253 | | Deirdre Findlay (3) | — | — | 5,006 | 64,127 | | Nicholas Millington | 7,730 | 26,475 | 72,333 | 1,108,285 |

  53. Fiscal 2024 Option Exercises and Stock Vested Table

    (1)The value realized on exercise reflects the difference between the fair market value of our common stock at the time of exercise on the exercise date and the exercise price of the option. Amounts shown are presented on an aggregate basis for all exercises that occurred during Fiscal 2024. (2)The value realized on vesting is based on the number of shares underlying the RSU awards that vested during Fiscal 2024 multiplied by the closing market price of a share of our common stock on the applicable vesting date, except where such vesting date fell on a day that was not a trading day, in which case such value was calculated by multiplying the number of shares acquired on vesting by the closing market price on the trading day immediately prior to the applicable vesting date. (3)Ms. Findlay was granted 10,011 RSUs on March 9, 2023 in connection with her service as a director on our Board. In connection with her appointment as Chief Commercial Officer on October 3, 2023, Ms. Findlay resigned from our Board. As set forth in our Director Compensation Policy, the vesting of this grant was prorated 50% to reflect her departure from the Board six months prior to the end of the one year vesting term, with 5,005 shares forfeited. Ms. Findlay has elected to defer the settlement of these shares until October 2026.

  54. Nonqualified Deferred Compensation Table

    Nonqualified Deferred Compensation Table The following table and footnotes provide information regarding our deferred compensation plans for the named executive officers for Fiscal 2024. We do not offer deferred compensation plans for our named executive officers but do offer non-employee directors the opportunity to elect to defer settlement of all or a portion of their annual RSU grant until a separation from service or a set date as described under "Director Compensation." Prior to her employment with us, Deirdre Findlay, a former director, elected to defer settlement of certain of her annual RSU grants with respect to her Board service, as further described below.

  55. Nonqualified Deferred Compensation Table

    | Name | Plan | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY ($) | Aggregate Earnings in Last FY ($) | Aggregate Withdrawals/Distributions in Last FY ($) | Aggregate Balance at Last Fiscal Year End ($) | | Patrick Spence | — | — | — | — | — | — | | Saori Casey | — | — | — | — | — | — | | Edward Lazarus | — | — | — | — | — | — | | Maxime Bouvat-Merlin | — | — | — | — | — | — | | Deirdre Findlay | Director Equity Deferral Plan | 58,170 (1) | — | — | — | 151,863 (2) | | Nicholas Millington | — | — | — | — | — | — |

  56. Nonqualified Deferred Compensation Table

    (1) Represents 5,006 shares granted pursuant to the RSU grant dated March 9, 2023, which vested as of October 3, 2024 and were deferred on December 23, 2022 until October 20, 2026. The closing market price of shares of our common stock on the date of vesting was $11.62/share. (2) Represents (i) 5,006 vested shares granted pursuant to the RSU grant dated March 9, 2023 which vested as of October 3, 2024, and were deferred on December 23, 2022 until October 20, 2026, and (ii) 7,493 vested shares granted pursuant to the RSU grant dated March 10, 2022, which vested as of March 9, 2023, and were deferred on December 23, 2021 until October 20, 2025. The value of the total deferred vested shares is based on the closing market price of shares of our common stock on September 27, 2024, the last trading day of Fiscal 2024 ($12.15). Amounts have not been reported in the Summary Compensation Tables for prior years, but amounts relating to such RSUs were reported in the “Stock Awards” column in the Director Compensation tables in prior years as Ms. Findlay was a non-employee director and not a named executive officer during such time.

  57. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control

  58. CEO Pay Ratio

    CEO Pay Ratio For Fiscal 2024, the median of the annual total compensation of all employees of our company (other than our former CEO) was $164,289, and the annual total compensation of our former CEO during Fiscal 2024, Patrick Spence, was $5,810,424. Based on this information, for Fiscal 2024, the ratio of the annual total compensation of our former CEO to the median of the annual total compensation of all employees was approximately 35 to 1. This ratio is a reasonable estimate calculated in a manner consistent with SEC rules. To identify the median of the annual total compensation of all of our employees and to determine the annual total compensation of the “median employee,” we used the following methodology and material assumptions, adjustments and estimates: •We selected September 28, 2024 as the date upon which we would identify our median employee. •As of September 28, 2024, our employee population consisted of approximately 1,747 individuals, of which 1,198 were in the United States and 549 were outside of the United States. In determining our employee population, we considered our worldwide employees as of September 28, 2024, including short-term employees and employees employed on a full-time, part-time, temporary or seasonal basis. •To identify our “median employee,” we looked at the total direct compensation for Fiscal 2024 for all active employees, which for this purpose included each such employee's Fiscal 2024 annual base salary (or, in the case of non-salaried employees, hourly rate multiplied by his or her Fiscal 2024 work schedule) plus his or her Fiscal 2024 target bonus plus the actual accounting value of his or her Fiscal 2024 equity awards, if any, and annualized the compensation of any employees who started after the first day of our Fiscal 2024. •With respect to the annual total compensation of the “median employee,” we identified and calculated the elements of such employee’s compensation for Fiscal 2024 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $164,289. With respect to the annual total compensation for our former CEO during Fiscal 2024, we used the amount reported in the “Total” column of the “Summary Compensation Table” set forth above. Because SEC rules for identifying the median of the annual total compensation of all employees allow companies to adopt a variety of methodologies, apply certain exclusions and make reasonable estimates and assumptions that reflect their employee population and compensation practices, the pay ratio reported by other companies may not be comparable to our pay ratio, as other companies have different employee populations and compensation practices and may have used different methodologies, exclusions, estimates and assumptions in calculating their pay ratios.

  59. Pay Versus Performance

    Pay Versus Performance The following table and related disclosure below are provided in compliance with the requirements of Item 402(v) of Regulation S-K to summarize information regarding the relationship between “Compensation Actually Paid” (as calculated under applicable SEC rules) (“CAP”), for our Principal Executive Officer (PEO) and our non-PEO NEOs, on an average basis, and the Company’s financial performance for Fiscal 2024, Fiscal 2023, Fiscal 2022, and Fiscal 2021. The methodology for calculating amounts presented in the columns “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to Non-PEO NEOs,” including details regarding the amounts that were deducted from, and added to, the Summary Compensation Table totals to arrive at the values presented for CAP, with respect to Fiscal 2024, are provided in the footnotes to the table. A discussion of the relationship between CAP and the Company’s performance measures listed in the table below, including the measure that the Company has deemed most important in linking CAP during Fiscal 2024 to Company performance. The calculations and analysis below do not necessarily reflect the Company’s approach to aligning executive compensation with performance. For information concerning the Company’s compensation philosophy and how the Company aligns executive compensation with financial performance, refer to the Compensation Discussion and Analysis on page 43 of this Proxy Statement.

  60. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Fiscal Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2)(3) | Average Summary Compensation Table Total for Non-PEO NEOs(1) | Average Compensation Actually Paid to Non-PEO NEOs(2)(3) | Total Shareholder Return(4) | Peer Group Total Shareholder Return | Net Income ($000s)(5) | Adjusted EBITDA Margin (6) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | $5,810,424 | $3,692,695 | $4,264,554 | $2,813,478 | $78.39 | $217.88 | ($38,146) | 7.1% | | 2023 | $5,190,714 | $4,702,791 | $1,472,635 | $915,290 | $83.29 | $146.23 | ($10,274) | 9.3% | | 2022 | $8,411,949 | ($13,528,779) | $2,122,936 | ($2,666,086) | $89.68 | $102.04 | $67,383 | 12.9% | | 2021 | $5,482,555 | $32,271,135 | $1,365,007 | $10,146,753 | $208.13 | $139.60 | $158,595 | 16.2% |

  61. Pay Versus Performance

    (1)NEOs included in the above compensation columns reflect the following:

  62. Pay Versus Performance

    | Fiscal Year | PEO | Non-PEO NEOs | | 2024 | Patrick Spence | Saori Casey, Edward Lazarus, Maxime Bouvat-Merlin, Deirdre Findlay and Nicholas Millington | | 2023 | Patrick Spence | Edward Lazarus, Maxime Bouvat-Merlin, Nicholas Millington, Shamayne Braman, and Matthew Siegel | | 2022 | Patrick Spence | Edward Lazarus, Matthew Siegel, Nicholas Millington, Brittany Bagley, and Anna Fraser | | 2021 | Patrick Spence | Edward Lazarus, Matthew Siegel, Nicholas Millington, and Brittany Bagley |

  63. Pay Versus Performance

    (2)Fair value amounts or change in fair value, as applicable, of equity awards in the Compensation Actually Paid columns were determined based on applicable SEC rules with respect to previously-granted RSUs and PSUs. For stock options, changes in fair value were calculated pursuant to a Black-Scholes model as of the last day of the applicable year. (3)For Fiscal 2024, the values included in the Compensation Actually Paid to PEO and Average Compensation Actually Paid to Non-PEO NEOs columns reflect the following adjustments from the values shown in columns (b) and (d), respectively. Numbers may not foot in the tables below due to rounding.

  64. Pay Versus Performance

    | | PEO | Average Non-PEO NEOs | | Total Reported in Fiscal 2024 Summary Compensation Table (SCT) | $5,810,424 | $4,264,554 | | Less: Value of stock awards reported in SCT | $5,260,424 | $3,793,988 | | Plus: Year-end value of stock awards granted in fiscal year that are outstanding and unvested | $2,100,541 | $2,165,716 | | Plus: Change in fair value (from prior year-end) of stock awards granted in prior years that are outstanding and unvested | ($68,411) | ($11,782) | | Plus: Fair value of vesting date of awards granted in this fiscal year and that vested in this fiscal year | $907,060 | $156,011 | | Plus: Change in fair value as of the vesting date (from prior year-end) of prior year stock awards that vested this fiscal year | $203,506 | $45,891 | | Less: Prior year-end fair value of stock awards granted in prior years that failed to vest this fiscal year | $0 | $12,923 | | Total Adjustments | ($2,117,729) | ($1,451,076) | | Compensation Actually Paid for Fiscal 2024 | $3,692,695 | $2,813,478 |

  65. Pay Versus Performance

    (4)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 28, 2024. 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. (5)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. (6)We identified Adjusted EBITDA margin for Fiscal 2024 as our Company-Selected Measure that represents, in our view, the most important financial performance measure used to link Compensation Actually Paid in Fiscal 2024 to Company performance. Adjusted EBITDA margin was one of two of our financial performance measures used in the Company’s annual cash incentive program, as well as one of two of our equally weighted PSU measures, for Fiscal 2024. We define “Adjusted EBITDA margin” as Adjusted EBITDA divided by revenue, with “Adjusted EBITDA” defined as net income (loss) adjusted to exclude the impact of depreciation and amortization, stock-based compensation expense, interest income, interest expense, other income, income taxes, restructuring and abandonment costs, legal and transaction-related fees and other items that we do not consider representative of our underlying operating performance. Adjusted EBITDA margin and Adjusted EBITDA are non-GAAP measures. See Annex A of this Proxy Statement for reconciliations of non-GAAP items, including Adjusted EBITDA margin and Adjusted EBITDA.

  66. Pay Versus Performance Additional Disclosure

    Pay Versus Performance Additional Disclosure We believe the Compensation Actually Paid in each of Fiscal 2024, Fiscal 2023, Fiscal 2022, and Fiscal 2021 and over the four-year cumulative period are reflective of the Committee’s emphasis on “pay-for-performance.” The Compensation Actually Paid fluctuated year-over-year, primarily because of our (i) stock performance, (ii) varying levels of achievement against pre-established performance goals under our long-term incentive program, and (iii) varying levels of achievement against pre-established performance goals under our annual cash incentive program. In addition to reviewing this discussion and the Pay Versus Performance Table above, we encourage you to read the Compensation Discussion and Analysis section of this Proxy Statement, which explains our executive compensation philosophy and programs for our PEO and non-PEO NEOs.

  67. Chart 1: Compensation Actually Paid Versus Company and Peer Group Total Shareholder Return (TSR)

    Chart 1: Compensation Actually Paid Versus Company and Peer Group Total Shareholder Return (TSR) The Compensation Actually Paid values for our PEO and non-PEO NEOs over the four-year period of Fiscal 2021 through Fiscal 2024 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 PEO 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 resulted in more modest Compensation Actually Paid values. The decreased TSR performance in Fiscal 2024 resulted in decreased Compensation Actually Paid for PEO, while non-PEO NEOs’ Compensation Actually Paid values increased. 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 2024.

  68. Chart 2: Compensation Actually Paid Versus 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.

  69. Chart 3: Compensation Actually Paid Versus Adjusted EBITDA Margin

    Chart 3: Compensation Actually Paid Versus Adjusted EBITDA Margin We identified Adjusted EBITDA margin as our Company-Selected Measure that represents, in our view, the most important financial performance measure used to link Compensation Actually Paid in Fiscal 2024 to our performance. Adjusted EBITDA margin was one of two financial performance measures used in our annual cash incentive program, as well as one of two of our PSU measures, for Fiscal 2024. Compensation Actually Paid for 2021 was positive, which is partially attributable to strong Adjusted EBITDA margin results relative to our incentive targets for that year and Adjusted EBITDA margin’s correlation with our stock price. Our Adjusted EBITDA margin results declined in Fiscal 2022, Fiscal 2023, and Fiscal 2024 which partially contributed to negative Compensation Actually Paid in Fiscal 2022 and more modest Compensation Actually Paid in Fiscal 2023 and Fiscal 2024.