Sleep Number Corp
SNBR DEF 14A Report ended Dec. 30, 2023
SLEEP NUMBER CORP
10-Ks and 10-Qs
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UNITED
STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
_______________________________________________________
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
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☑
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Filed by the Registrant
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¨
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Filed by a party other than the Registrant
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Check the appropriate box:
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¨
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Preliminary Proxy Statement
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¨
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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¨
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Definitive Additional Materials
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¨
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Soliciting Material under §240.14a-12
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______________________________________________________________________
(Name of Registrant as Specified In Its Charter)
______________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
______________________________________________________________________
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Payment of Filing Fee (Check all boxes that apply):
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No fee required.
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¨
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Fee paid previously with preliminary materials.
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Dear Fellow Shareholders,
2023 was a year of opportunities and challenges for Sleep Number in the face of a historic, ongoing mattress industry
recession.
We took decisive actions to transform our operating model and strengthen our financial resilience while
pursuing opportunities that advance our long-term value proposition:
•
To compete more effectively and strengthen our value perception as consumers shifted from selective spending
to scrutinizing purchases in this challenging macro environment, we tailored our marketing messaging and
refined our promotional strategy and selling process;
•
To restore our profit margins, we implemented broad-based cost reduction and margin enhancement initiatives
that are driving sustainable change across our organization; and
•
To strengthen our balance sheet, we are focusing our capital allocation priorities to preserve liquidity and
increase cash flow to pay down debt.
Additionally, our culture of individuality and wellbeing inspires high engagement and strong execution among our more
than 4,100 mission-driven team members, which propels our transformation and performance outcomes.
While our actions, supported by our vertically integrated business model, are positioning us for accelerating growth
when the mattress demand environment improves, our plans for 2024 assume that industry demand remains under
pressure. Even in this environment, however, we expect to expand margins through a more efficient cost structure and
generate strong free cash flow to pay down debt.
As we navigate the
cyclicality
in our industry, our long-term strategic opportunity remains intact. The combination of our
pioneering hardware and scalable, dynamic software, with more than 3
4
billion
data points collected by our smart beds
nightly – and our growing community of nearly 3 million connected Smart Sleepers, with a best-in-class monthly active
user rate of approximately 80 percent – differentiates us in our industry and enables us to expand our brand relevance
beyond our traditional category into larger and less cyclical markets over the long-term.
Consumers consistently rank sleep as one of their highest wellness priorities with the most unmet needs, and many
indicate they are looking for data-driven, science-backed sleep solutions that empower them to take more control over
their health outcomes. Inspired by our purpose – to improve the health and wellbeing of society through higher quality
sleep – Sleep Number is uniquely positioned to
help
solve consumers’ sleep challenges and profitably capitalize on
untapped sleep health opportunities.
As a result of our restructuring, we will be a leaner, more financially resilient business that is poised to deliver higher
margins and increased cash flow as the market improves and demand rebounds. We appreciate your feedback and
support of our efforts to create meaningful shareholder value.
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Sleep well, dream big,
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Shelly Ibach
Chair, President and Chief Executive Officer
Sleep Number
®
setting 40, average SleepIQ
®
score of 82
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1001 Third Avenue South
Minneapolis, Minnesota 55404
NOTICE OF
2024
ANNUAL MEETING OF SHAREHOLDERS
May 21, 2024
Sleep Number Corporation will hold its Annual Meeting of
Shareholders
at
8:30 a.m. Central Time
on Tuesday,
May 21,
2024
. The meeting will be conduc
ted virtually
at
www.virtualshareholdermeeting.com/SNBR2024
.
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Items of Business:
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Our Board of Directors Recommends
You Vote:
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•
To elect as Directors the four persons named in the Proxy
Statement, each to serve for a term of three years until the
2027 Annual Meeting of Shareholders
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FOR
the election of each director
nominee
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•
To ratify the appointment of Deloitte & Touche LLP as our
independent auditors for the 2024 fiscal year ending
December 28, 2024
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FOR
the ratification of the appointment
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•
To approve, on an advisory basis, our executive compensation
(Say on Pay)
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FOR
approval, on an advisory basis
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•
To approve an amendment to the Sleep Number Corporation
2020 Equity Incentive Plan (2020 Plan) to increase the number
of shares reserved for issuance by 1,500,000 shares
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FOR
the approval of the amendment to
the 2020 Plan
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Shareholders of record at the close of business on
March 25, 2024
, will be entitled to vote at the meeting and any
adjournments or postponements thereof. Your vote is important. Please vote your shares in favor of the Board of
Directors’ recommendations in time for our
May 21, 2024
, meeting date.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR MEETING
The Proxy Statement and Annual Report for the fiscal year ended
December 30, 2023
, and related materials are available
at
http://ir.sleepnumber.com
.
The information contained in or connected to our website is not incorporated by reference
into, or considered a part of, this
Proxy Statement
. These materials were first sent or made available to our shareholders
on
April 2, 2024
.
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By Order of the Board of Directors,
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Samuel R. Hellfeld
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Chief Legal and Risk Officer and Secretary
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Minneapolis, Minnesota
April 2, 2024
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Page
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1
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Proposal 3 - Advisory Vote to Approve Executive Compensation (Say on Pay)
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Proposal 4 - Approve the
Amendment to the Sleep Number Corporation 2020 Equity Incentive Plan
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As used in this Proxy Statement, the terms “we,” “us,” “our,” the “Company” and “Sleep Number” mean Sleep Number
Corporation and its subsidiaries and the term “common stock” means our common stock, par value $0.01 per share.
This Proxy Statement contains “forward-looking” statements regarding our current expectations within the meaning of
the applicable securities laws and regulations. These statements are subject to a variety of risks and uncertainties that
could cause actual results to differ materially from expectations. These risks and uncertainties include, but are not limited
to, the risks detailed in our filings with the Securities and Exchange Commission (SEC), including the risk factors
discussed under the heading "Risk Factors" under Part I: Item 1A. of the Annual Report on Form 10-K for the year ended
December 30, 2023
. We assume no obligation to update any of these forward-looking statements.
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
May 21, 2024
This
Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of Sleep
Number Corporation for use at the
2024
Annual Meeting of Shareholders. These materials were first sent or made
available to our shareholders on
April 2, 2024
.
OUR BOARD
WHO WE ARE
Article XIV of our Third Restated Articles of Incorporation, as amended, provides that the number of Directors must be at
least one but not more than 12 and must be divided into three classes as nearly equal in number as possible. The exact
number of Directors is determined from time to time by the Board of Directors. The term of each class is three years and
the term of one class expires each year in rotation.
Immediately prior to the
2024
Annual Meeting, our Board will consist of 12 members, four of which will be up for
election at the
2024
Annual Meeting. The Board has nominated
Stephen L. Gulis, Jr., Brenda J. Lauderback, Stephen
E. Macadam
and
Hilary A. Schneider
for election to the Board, each for a term of three years expiring at the 2027
Annual Meeting, or until their successors are elected and qualified. Mr. Gulis, Ms. Lauderback, Mr. Macadam and Ms.
Schneider have each consented to being named as a nominee in this Proxy Statement and to serve as a Director if
elected. Upon the conclusion of the 2024 Annual Meeting, our Board will consist of 11 members following the retirement
of Daniel I. Alegre, whose term will expire at the conclusion of the 2024 Annual Meeting.
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1 | 2024 PROXY STATEMENT
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OUR BOARD
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The Board, based on the recommendation of the Corporate Governance and Nominating Committee, recommends that
the following four directors be elected at the Annual Meeting, each of whom will serve three-year terms expiring at the
2027 Annual Meeting or until their successor shall have been elected and qualified.
•
Stephen Gulis
•
Brenda Lauderback
•
Stephen Macadam
•
Hilary Schneider
The Board recommends a vote “
FOR
” each of these Directors because:
•
They provide a value-add mix of skills, qualifications, backgrounds and tenures to the Board that support and
drive the Company’s efforts to transform its business, capitalize on future market opportunities and deliver
meaningful, long-term value for our shareholders and all stakeholders, as detailed in their individual biographies
set forth below.
•
They complement our commitment to Board diversity with two nominees
who self-identify as women and one
who is
diverse by race.
•
They support the
Board’s ability to oversee the Company on behalf of our shareholders, team members,
customers and other stakeholders.
Each of these nominees currently serves as a Director, and the Board expects that each of them will be available to serve
as Directors. If, however, any of them should be unwilling or unable to serve, the Board may decrease the size of the
Board and the proxies may be voted for the remaining number of nominees or the Board may designate substitute
nominees and the proxies will be voted in favor of any such substitute nominees.
The election of each Director nominee
requires the affirmative vote of a majority of the shares represented and entitled to vote at the Annual Meeting. Any
broker non-votes on the election of each nominee for Director will be treated as shares not entitled to vote on that
matter, and thus will not be counted in determining whether the Director has been elected.
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2 | 2024 PROXY STATEMENT
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PROPOSAL 1 - ELECTION OF DIRECTORS
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The Board recommends a vote
“
FOR
”
each of these n
ominees
for election for three-year terms expiring in
2027
:
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EXPERIENCE
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1996 - 2008
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Various executive positions at Wolverine World Wide, Inc., a branded footwear
wholesale and retailer, most recently as Executive Vice President and President
of Global Operations and prior to that, Executive Vice President, Chief Financial
Officer and Treasurer.
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PUBLIC COMPANY BOARDS
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Sleep Number (since 2005)
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Independent Bank Corporation (since 2004)
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QUALIFICATIONS AND EXPERTISE
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•
Spent two decades in senior financial roles of a large, publicly-traded consumer products
company, where he was responsible for financial and risk management, reporting, investor
relations and M&A
•
During his tenure as CFO of Wolverine World Wide, delivered consistent growth, margin
expansion, and record earnings per share
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EXPERIENCE
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1995 - 1998
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President, Retail and Wholesale Group for Nine West Group, Inc., a designer
and marketer of women’s footwear and accessories
Prior roles include President of Wholesale and Manufacturing for US Shoe
Corporation and 18 years in senior merchandising at Target Corporation
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Brenda J. Lauderback
Age 73
Sleep Number
®
setting 70
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PUBLIC COMPANY BOARDS
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Sleep Number (since 2004)
Denny’s Corporation (since 2005)
Wolverine World Wide, Inc. (since 2003)
PRIOR PUBLIC BOARDS
Big Lots, Inc. (1997 – 2015)
Louisiana-Pacific Corporation (2004 – 2005)
Irwin Financial Corporation (1996 – 2010)
Jostens, Inc. (1999 – 2000)
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QUALIFICATIONS AND EXPERTISE
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•
Deep experience with consumer products companies, having held leadership roles in
manufacturing, wholesale and merchandising at Nine West and Target
•
Decades of public company board experience, including in board leadership roles, at other
consumer and retail companies
•
Recognized by the National Association of Corporate Directors as one of the Top 100
Directors in 2017
•
Presenter and speaker on Governance for National Association of Corporate Directors
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3 | 2024 PROXY STATEMENT
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PROPOSAL 1 - ELECTION OF DIRECTORS
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Stephen L. Gulis, Jr.
Age 66
Sleep Number
®
setting 45
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EXPERIENCE
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2008 - 2019
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President and Chief Executive Officer, EnPro Industries, Inc., a manufacturer
and provider of precision industrial components, solutions and services
Chief Executive Officer, Bluelinx Holdings, Inc., a wholesale distributor of
building and industrial products
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2005 - 2008
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Stephen E. Macadam
Age 63
Sleep Number
®
setting 60
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PUBLIC COMPANY AND NONPROFIT BOARDS
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Sleep Number (since 2023)
Atmus Filtration Technologies (since 2023)
Louisiana-Pacific Corporation (since 2019)
PRIOR PUBLIC BOARDS
Veritiv Corporation (2020 – 2023)
NONPROFIT BOARDS
University of Kentucky, College of Engineering – Dean’s Advisory Board (since 2015)
Purpose Built Communities (Nonprofit) (since 2020)
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QUALIFICATIONS AND EXPERTISE
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•
Deep understanding of product manufacturing, distribution and procurement
•
Extensive leadership and operations experience growing and transforming businesses in
the U.S. and globally
•
At EnPro, led the company’s strategic and portfolio transformation to create a more
streamlined, higher-margin business
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EXPERIENCE
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2020 - 2024
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Chief Executive Officer, Shutterfly, Inc., a photography, photography products
and image sharing company
Chief Executive Officer, WagQ Group Co., a leading on-demand mobile dog
walking and dog care service
Various leadership roles, including Chief Executive Officer, LifeLock, Inc., an
identity theft protection company
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2018 - 2019
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2010 - 2017
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PUBLIC COMPANY BOARDS
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Sleep Number (since 2023)
DigitalOcean Holdings (since 2020)
Getty Images Holdings (since 2020)
Vail Resorts (since 2010)
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QUALIFICATIONS AND EXPERTISE
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||||
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•
More than two decades of experience leading consumer technology companies
•
Significant digital and innovation expertise and a track record of delivering superior
customer experiences
•
Led LifeLock through its public listing to its sale to Symantec for $2.3 billion, driving
meaningful revenue growth
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4 | 2024 PROXY STATEMENT
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PROPOSAL 1 - ELECTION OF DIRECTORS
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Hilary A. Schneider
Age 62
Sleep Number
®
setting 40
Directors not standing for election this year whose terms expire in 2025:
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EXPERIENCE
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2020 - Present
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Non-Executive Chairman, Seasalt Holdings, Ltd. UK-based designer and
retailer of apparel and accessories
President and Chief Operating Officer of Grand Circle Corporation, overseas
group leader for travelers 50+
Interim Chief Executive Officer OOFOS, recovery footwear for athletes, then as
advisor on international business
Various roles at Timberland including Chief Brand Officer, Co-President and
SVP of Worldwide Sales and Marketing and SVP International. Prior marketing,
operations and management experience at Procter & Gamble in Europe,
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2016 - 2017
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2014 - 2016
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2003 - 2012
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PUBLIC AND PRIVATE COMPANY BOARDS
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Sleep Number (since 2011)
PRIVATE COMPANY BOARDS
OOFOS (since 2016)
Seasalt Holdings, Ltd. (since 2020)
PRIOR PRIVATE COMPANY BOARD
Totes Isotoner (2014 – 2016)
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QUALIFICATIONS AND EXPERTISE
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•
Accomplished senior executive and global brand builder in the footwear and consumer
goods industries
•
At OOFOS, oversaw a doubling in total brand sales (US and international) during his tenure
•
At Timberland, was responsible for all product creation, global marketing and licensed
business and led the company’s international business including expansion into China
•
At Procter & Gamble, led the turnaround of an acquired Japanese cosmetics subsidiary
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5 | 2024 PROXY STATEMENT
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PROPOSAL 1 - ELECTION OF DIRECTORS
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Michael J. Harrison
Age 63
Sleep Number
®
setting 40
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EXPERIENCE
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2008 - Present
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President and Chief Executive Officer, Sleep Number Corporation since 2012
and Chair of the Board since 2022
Prior roles at Sleep Number include EVP and Chief Operating Officer and EVP
and President of Sales & Merchandising
Over 25 years of prior senior executive experience at Macy’s Inc. and Target
Corporation
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Pre-2008
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PUBLIC COMPANY AND NONPROFIT BOARDS
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Sleep Number (since 2012)
NONPROFIT BOARD
Chairperson, Minnesota chapter of American Cancer Society CEOs Against Cancer (since 2020)
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QUALIFICATIONS AND EXPERTISE
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•
More than three decades of consumer innovation and brand leadership
•
Disrupted the commoditized mattress industry with smart beds and transformed Sleep
Number to a sleep wellness technology company
•
Led development of the Company’s purpose-driven brand and vertically integrated
business model with strong cash flow generation
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EXPERIENCE
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2017 - Present
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Executive Chair of the Board, and former Chief Executive Officer, Evidation
Health, a digital health company
VP, Market Development and Chief Commercial Officer, CardioDx, a molecular
diagnostics company
Director of R&D, Director of New Ventures, and Research Fellow, Guidant
Corporation (acquired by Boston Scientific, NYSE BSX), a medical device
company
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2006 - 2014
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1998 - 2006
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Deborah L.
Kilpatrick, Ph.D.
Age 56
Sleep Number
®
setting 30
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PUBLIC AND PRIVATE COMPANY AND NONPROFIT BOARDS
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Sleep Number (since 2018)
PRIVATE AND NONPROFIT BOARDS
NextGen Jane (private for profit) (since 2019)
Sutter Health (not for profit integrated healthcare delivery system in California) (since 2024)
College of Engineering Advisory Board, Georgia Tech (former Chair) (since 2004)
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QUALIFICATIONS AND EXPERTISE
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•
Medical device, molecular diagnostic and digital health expertise and experience in the US
and abroad
•
At Evidation Health, commercialized a new technology platform built to refine large-scale
sensor data for new digital measures of individual health
•
At CardioDX, commercialized a novel gene expression test in cardiovascular disease
•
Multiple patents in medical devices, drug delivery implant technologies
•
Fellow, American Institute of Medical and Biological Engineering
•
Digital Health Hall of Fame (UCSF); Engineering Hall of Fame (Georgia Tech)
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6 | 2024 PROXY STATEMENT
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PROPOSAL 1 - ELECTION OF DIRECTORS
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Shelly R. Ibach
Age 64
Sleep Number
®
setting 40
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EXPERIENCE
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2013 - 2016
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Chairman, Leveraged Finance, Citigroup Global Markets
Head of Leveraged Finance, Citigroup Global Markets
Various leadership positions in High Yield Capital Markets at Salomon Brothers,
Salomon Smith Barney and Citicorp
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2006 - 2013
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1985 - 2006
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Barbara R. Matas
Age 64
Sleep Number
®
setting 30
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PUBLIC AND PRIVATE COMPANY BOARDS
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Sleep Number (since 2016)
MidCap Financial Investment Corporation (since 2017)
BRP Group (Baldwin Risk Partners) (since 2020)
PRIVATE BOARD
Middle Market Apollo Institutional Private Lending BDC (MMAIPL) a registered investment
company under the ’40 Act (since 2024)
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QUALIFICATIONS AND EXPERTISE
|
||||
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•
More than three decades of experience advising public and private companies on
corporate finance, capital allocation and capital structure
•
Secured and executed numerous ground-breaking transactions at Citigroup in leveraged
finance and high yield capital markets
•
Serves on three audit committees and has extensive experience in financial reporting,
accounting, risk management and internal and external audit functions
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Directors not standing for election this year whose terms expire in 2026
:
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EXPERIENCE
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2017 - Present
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President, Chief Executive Officer and board member, Gentherm, a global
thermal management technologies company
Various leadership roles culminating as President, Connected Car division,
Harman International, an audio electronics company
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1997 - 2017
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Phillip M. Eyler
Age 52
Sleep Number
®
setting 40
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PUBLIC COMPANY BOARDS
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Sleep Number (since 2022)
Gentherm Incorporated (since 2017)
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QUALIFICATIONS AND EXPERTISE
|
||||
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•
Visionary and purpose-driven leader with significant global experience in developing
connected solutions that meet the needs of the increasingly digital consumer
•
As CEO of Gentherm, driving transformational growth in thermal and battery technology
solutions for automotive and medical consumers across the globe
•
Served in a series of escalating leadership roles for over 20 years at Harman International,
an $8 billion audio electronics company, culminating in a two-year tenure as President of its
Connected Car Division
|
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7 | 2024 PROXY STATEMENT
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PROPOSAL 1 - ELECTION OF DIRECTORS
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EXPERIENCE
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|||
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2021 - 2023
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Most recently Chief Executive Officer, Riveron, a national accounting, finance,
technology and operations company
Numerous positions at Navigant Consulting, Inc., a publicly traded global
professional services firm, most recently as Chief Executive Officer (2012 to
2019) and Chairman of the Board (2014 to 2019)
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2000 - 2019
|
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Julie M. Howard
Age 61
Sleep Number
®
setting 40
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PUBLIC COMPANY BOARDS
|
|||
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Sleep Number (since 2020)
ManpowerGroup, Inc. (since 2016)
PRIOR PUBLIC BOARDS
Kemper Corporation (2010 – 2015)
Navigant Consulting, Inc. (2012 – 2019)
InnerWorkings, Inc. (2012 – 2020)
|
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QUALIFICATIONS AND EXPERTISE
|
||||
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•
As former CEO of Riveron and Navigant, she provides the board with significant
managerial, transactional, business transformation and operational experience
•
Has expertise in developing global growth strategies and expansion into adjacent markets,
leveraging technology and innovation
•
Considerable background in investor relations matters
|
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![IMG_8595-Angel_Mendez[78]_2crop.jpg](snbr-20240402_g18.jpg)
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EXPERIENCE
|
|||
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2020 - Present
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Executive Chairman, LevaData, an artifical intelligence company
Executive Vice President and Chief Operation Officer, HERE Technologies, a
multi-national mapping, location intelligence and data services platform
company
Senior executive at Cisco. Prior senior supply chain, global procurement and
executive roles at Palm, Inc., Gateway, Inc., Citigroup, Allied Signal Aerospace
and GE
|
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2016 - 2020
|
||||
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2005 - 2015
|
||||
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Angel L. Mendez
Age 63
Sleep Number
®
setting 45
|
||||
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PUBLIC COMPANY BOARDS
|
||||
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Sleep Number (since 2022)
Kinaxis, Inc. (since 2016)
Peloton Interactive (since 2022)
|
||||
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QUALIFICATIONS AND EXPERTISE
|
||||
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•
Decades of experience managing complex digital supply chains for large consumer
technology companies
•
At Cisco Systems, was responsible for the company’s enterprise transformation program
that reinvented the company’s business model and drove significant revenue growth and
shareholder value creation
•
Led HERE’s core business, global operations, product management and corporate
transformation
|
||||
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8 | 2024 PROXY STATEMENT
|
PROPOSAL 1 - ELECTION OF DIRECTORS
|
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Director not standing for election this year whose term expires in 2024:
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EXPERIENCE
|
|||
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2023 - March 2024
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Former Chief Executive Officer, Yuga Labs, a web3 developer in the
cryptocurrencies, digital media and metaverse sectors
President and Chief Operating Officer Activision Blizzard, a leading
interactive entertainment company
Various roles at Google, Inc. including as President of Google Retail,
Shopping and Payment, Global Partnerships and Asia Pacific Japan.
Prior ecommerce and business development experience at
Bertelsmann
|
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2020 - 2023
|
||||
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2004 - 2020
|
||||
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PUBLIC COMPANY BOARDS
|
||||
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Sleep Number (since 2013)
|
||||
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Fomento Economico Mexicano, S.A.B. de C.V. (FEMSA) (since 2023)
|
||||
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QUALIFICATIONS AND EXPERTISE
|
||||
|
•
Deep experience building direct digital relationships with consumers and driving rapid
growth, especially in international and early-stage businesses
•
During his 16 years at Google, launched operations in Latin America, embedded
eCommerce across product areas, and helped diversify into retail transactions
•
Oversaw international delivery and commercialization of successful franchises such as Call
of Duty, World of Warcraft, and Candy Crush at Activision Blizzard
|
||||
After serving 11 years as a Sleep Number Director, Daniel Alegre decided not to stand for election this year and his term
will expire at the conclusion of the 2024 Annual Meeting of Shareholders. The Company sincerely thanks Mr. Alegre for
his service and dedication as a member of the Board.
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9 | 2024 PROXY STATEMENT
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PROPOSAL 1 - ELECTION OF DIRECTORS
|
|
Daniel I. Alegre
Age 55
Sleep Number
®
setting 40
HOW
WE ARE SELECTED, ELECTED AND
EVALUATED
How We Are Selected
Director Selection and Nomination Processes
The Corporate Governance and Nominating Committee (the CGNC) administers the process for nominating candidates
to serve on our Board of Directors. The CGNC recommends candidates for consideration by the Board as a whole, which
is responsible for appointing candidates to fill any vacancy created between shareholder meetings and for nominating
candidates for election by shareholders at our Annual Meeting. Consistent with the Company’s Corporate Governance
Principles, the CGNC periodically reviews with the Board the appropriate skills and characteristics required of Board
members in the context of the current membership of the Board and the strategic direction of the Company.
The CGNC casts a wide net for director candidates including individuals recommended by directors, officers,
shareholders or professional advisors retained by the CGNC pursuant to its charter.
The CGNC considers director candidates in the context of the Board’s overall composition, including whether the Board
has an appropriate combination of professional experience, skills and knowledge and variety of viewpoints and
backgrounds in light of the Company’s current and expected future needs. The Board is committed to seeking director
candidates who reflect diverse perspectives, including a complementary mix of professional and personal backgrounds
and experiences, which we believe is critical to the success of the Company and its ability to create long-term value for
our stakeholders.
Director Selection Criteria
The Board has established selection criteria, which are reviewed at least annually, approved by the Board, applied by the
CGNC, and disclosed in our Corporate Governance Principles. They stress the following characteristics along with
diversity considerations, including gender identity, race, ethnicity, age, sexual orientation, educational and professional
experience, and differences in
viewpoints:
•
Independence;
•
Integrity;
•
Proven record of accomplishment and sound business judgement in areas relevant to the Company’s business;
•
Belief in and passion for the Company’s mission, vision and purpose;
•
Ability to bring strategic and innovative insights to the discussion and challenge and stimulate management;
•
Willingness to both speak one’s mind and consider divergent ideas and opinions;
•
Understanding of, and ability to commit sufficient time to, Board responsibilities and duties; and
•
Subject matter expertise.
|
10 | 2024 PROXY STATEMENT
|
OUR BOARD
|
|
The matrix below depicts the gender identity and demographic background of our current Board members.
|
Board Diversity Matrix (as of March 13, 2024)
|
||||
|
Total Number of Directors - 12
|
||||
|
Female
|
Male
|
Non-
binary
|
Did Not
Disclose
Gender
|
|
|
PART I: Gender Identity
|
||||
|
Directors
|
6
|
6
|
||
|
PART II: Demographic Background
|
||||
|
African American or Black
(1)
|
1
|
|||
|
Alaskan Native or Native American
|
||||
|
Asian
|
||||
|
Hispanic or Latinx
(2)
|
2
|
|||
|
Native Hawaiian or Pacific Islander
|
||||
|
White
(3)
|
5
|
4
|
||
|
Two or More Races or Ethnicities
|
||||
|
LGBTQ+
(4)
|
1
|
|||
|
Did not disclosure demographic background
|
0
|
|||
(1)
Brenda J. Lauderback self-identifies as female and African American or Black.
(2)
Daniel I. Alegre and Angel L. Mendez each self-identify as male and Hispanic or Latinx.
(3)
Julie M. Howard, Shelly Ibach, Deborah L. Kilpatrick, Ph.D., Barbara R. Matas and Hilary A. Schneider each self-identify as female and white. Phillip
M. Eyler, Stephen L. Gulis, Jr., Michael J. Harrison and Stephen E. Macadam each self-identify as male and white.
(4)
Deborah L. Kilpatrick, Ph.D. self-identifies as LGBTQ+.
Our Directors also exhibit the skills and experiences listed below and as detailed in their individual bios above, and
these
qualifications were considered in their selection to serve on our
Board
.
|
Shelly
Ibach
|
Michael
Harrison
|
Angel
Mendez
|
Barbara
Matas
|
Brenda
Lauderback
|
Daniel
Alegre
|
Deb
Kilpatrick
|
Hilary
Schneider
|
Julie
Howard
|
Phillip
Eyler
|
Stephen
Gulis, Jr.
|
Stephen
Macadam
|
|
|
CEO Experience
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
||||
|
Executive Leadership
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
|
|
Current Public Company
Boards (incl. Sleep Number)
|
1
|
1
|
3
|
3
|
3
|
2
|
1
|
4
|
2
|
2
|
2
|
3
|
|
Retail and Digital
Commerce
|
X
|
X
|
X
|
X
|
X
|
X
|
||||||
|
Marketing & Brand Building
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
||||
|
Product Innovations
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
||||
|
Technology
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
|||||
|
Finance
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
|||
|
Supply Chain,
Manufacturing, Logistics,
Delivery
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
|||||
|
Human Capital and
Diversity, Equity & Inclusion
(DEI)
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
||
|
Information Technology and
Privacy
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
|||||
|
Cybersecurity
|
X
|
X
|
||||||||||
|
Environmental, Social and
Governance (ESG)
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
|||
|
Risk Management
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
|
11 | 2024 PROXY STATEMENT
|
OUR BOARD
|
|
How Board Members Are Elected and Refreshed
Director Elections
Our Third Restated Articles of Incorporation, as amended, (Articles) provide for a classified Board serving staggered
terms of three years each with a Board size of at least one but no more than 12 directors total. The CGNC and Board
annually review our Board structure and size.
Our Articles also provide for a majority voting standard in the case of uncontested elections and a plurality voting
standard in the case of contested elections in order to reduce the risk of a “failed election” in a contested election. If a
Director nominee who is an incumbent is not elected at a shareholder meeting and no successor to the incumbent is
elected at that shareholder meeting, that nominee shall promptly offer to tender their resignation to the Board. The
CGNC shall make a recommendation to the Board on whether to accept or reject the offer, or whether other action
should be taken. The Board, taking into account the CGNC’s recommendation, will publicly disclose its decision and the
rationale within 90 days, and the nominee with be recused from the process. If such nominee’s resignation is not
accepted by the Board, they shall continue to serve until their successor is duly elected, or their earlier death,
resignation, retirement, disqualification or removal.
If prior to the Annual Meeting, the Board should learn that any nominee will be unable to serve, the proxies that
otherwise would have been voted for such nominee will be voted for such substitute nominee as selected by the Board,
or, at the Board’s discretion, may be voted for such fewer number of nominees as result from the inability of any such
nominee to serve.
Director R
efreshment
We have a number of practices or approaches that encourage thoughtful board refreshment including:
•
The Board believes it to be good practice for any director who turns 72 or has a material change in their
principal employment or affiliation to promptly tender their resignation to the Chair of the CGNC to review and
come forward with a recommendation to the full Board for final determination;
•
The Board considers individual and Board average tenures and refreshment rates as part of its overall
nomination assessments; and
•
The Board evaluation process informs its director refreshment oversight.
Upon reaching the age of
72 in 2022,
Brenda Lauderback has annually tendered her resignation to the Chair of the
CGNC.
Ms. Lauderback is one of the leading public company directors in the country, for which she has been recognized
by the National Association of Corporate Directors. Her vast board experience and deep expertise in building consumer
brands make her a valued member of the Board and a highly effective
Chair of the Management Development and
Compensation Committee.
The CGNC considered Ms. Lauderback’s resignation and determined that losing her at this
critical time was not in the best interests of the Company and its shareholders, and therefore
recommended to the full
Board that she remain a Director. The Board has approved her retention.
How We Are Evaluated
The CGNC oversees the annual evaluation of the Board’s governance and effectiveness, reviews the results and makes
recommendations to the Board. The evaluation process includes an annual self-evaluation of the Board and its
committees, as well as periodic individual Director evaluations. The CGNC periodically retains an independent third
party to facilitate the Board evaluations and to help ensure the evaluation reflects best practices and outcomes.
|
12 | 2024 PROXY STATEMENT
|
OUR BOARD
|
|
HOW WE ARE GOVERNED AND GOVERN
How We Are Governed
Provisions Applicable to All Directors and the Board
Our Board of Directors has adopted
Corporate
Governance Principles that are available in the Investor Relations section
of the Company’s website at
http://ir.sleepnumber.com.
The information contained in or connected to our website is not
incorporated by reference into, or considered a part of, this Proxy Statement.
Independence
It is our Board’s responsibility to ensure a substantial majority of its members are independent. The Board follows the
independence standards for companies listed on The Nasdaq Stock Market, the Securities and Exchange Commission
(SEC) and the Internal Revenue Service and determined that all committee members and all Directors who served during
any part of fiscal 2023 are independent except our Chief Executive Officer (CEO).
The Board believes that the Company
should not enter into paid consulting arrangements with independent Directors.
Service on other Boards or Audit Committees
To help ensure that our Directors have sufficient time to fulfill their responsibilities to the Company, our Board has
adopted guidelines providing that:
•
no Director shall serve on more than four public company boards including the Sleep Number Board;
•
no Director who is a named executive officer of another public company shall serve on more than a total of two
public company boards including the Sleep Number Board;
•
no member of the Company’s Audit Committee shall serve on more than three public company audit
committees including the Sleep Number Audit Committee; and
•
the Sleep Number CEO may not serve on more than two public company boards including the Sleep Number
Board.
If any Director exceeds or proposes to exceed these guidelines, the Director must promptly notify the Chair of the
CGNC, and the CGNC will review the facts and circumstances and determine whether such service would interfere with
the Director’s ability to devote sufficient time to fulfilling the Director’s responsibilities to the Company. Currently, none
of the Directors serve on more than four public company boards, including the Sleep Number Board.
Related-Party Transactions Policy
The Board of Directors has adopted a written policy governing the reporting and approval of transactions between the
Company and its Directors, Director nominees, executive officers, significant shareholders or entities or persons related
to them that would be required to be disclosed by the Company pursuant to Item 404 or Regulation S-K of the Federal
securities laws. Under this policy, any proposed or existing related party transaction is subject to the approval or
ratification of the CGNC. A copy of the Related Party Transactions Policy can be accessed through our Investor Relations
website at
http://ir.sleepnumber.com
. The information contained in or connected to our website is not incorporated by
reference into, or considered a part of, this Proxy Statement. There were no related-party transactions during the year
ended
December 30, 2023
, and there are none currently contemplated.
|
13 | 2024 PROXY STATEMENT
|
OUR BOARD
|
|
Board Leadership
Chair and Chief Executive Officer
The Board does not have a fixed policy regarding the separation of the offices of Chair of the Board (Chair) and the CEO
and prefers to maintain the flexibility to modify its leadership structure based on the evolving best interests of the
Company and its shareholders. During any period in which the positions of Chair and CEO are combined, the Board will
appoint a Lead Director from among the independent members of the Board. Any such Lead Director will have the
significant Board leadership responsibilities specified in our Corporate Governance Principles and described below.
The Board appointed our CEO, Shelly R. Ibach, to the role of Chair effective immediately following our 2022 Annual
Meeting of Shareholders. The Board values the continuity this provides and believes that the combined roles are
currently in the best interests of the Company and its stakeholders.
Lead Director
The Board appointed Michael J. Harrison as independent Lead Director when it appointed our CEO to the role of Chair.
Mr. Harrison has extensive board governance and consumer brand experience. He previously chaired the CGNC,
served
on the Audit Committee and serves on the Management Development and Compensation Committee (the
Compensation Committee).
The Lead Director role is clearly defined with a robust set of responsibilities to ensure the Board’s effective oversight,
governance and independent leadership, including:
•
Serve as principal liaison between the independent Directors and the Chair;
•
Provide guidance to the Chair and approve the Board meeting schedule, seeking to ensure that independent
Directors can perform their duties responsibly and efficiently with sufficient time for discussion;
•
Provide guidance to the Chair and approve the agendas for Board meetings;
•
In consultation with the CGNC, advise the Chair regarding the composition of the various Board committees, as
well as the selection of committee chairs;
•
Advise the Chair as to the quality, quantity and timeliness of the flow of information from Company management
that is necessary for the independent Directors to effectively and responsibly perform their duties; although
Company management is responsible for the preparation of materials for the Board, the Lead Director may
specifically request the inclusion of certain material;
•
Call meetings of the Board’s independent Directors, if needed, and coordinate the agenda for and lead the
executive sessions of the Board’s independent Directors and brief the Chair on matters from the independent
executive sessions;
•
Facilitate discussion of independent Directors on matters outside the Board meetings, if needed, and serve as
conduit to the Chair of the views of the independent Directors; and
•
If requested by major shareholders, ensure that they are available for consultation and direct communication.
The Board values the balance provided by an accomplished Chair/CEO, a strong Lead Director and independent
Committee Chairs, all enabled by robust charters, strong Corporate Governance Principles and well-defined
responsibilities.
|
14 | 2024 PROXY STATEMENT
|
OUR BOARD
|
|
Board Committees
The Board
maintains three standing
committees: Audit, Management Development and Compensation (the
Compensation Committee) and Corporate Governance and Nominating (the CGNC). In addition, the Board has a Capital
Allocation and Value Enhancement Committee (the Capital Allocation Committee). Each has a charter that is posted on
the Investor Relations section of the Company’s website at
http://ir.sleepnumber.com
. The information contained in or
connected to our website is not incorporated by reference into, or considered a part of, this Proxy Statement.
The current
members
of each of the Board
committees
are identified in the table below.
|
Director*
|
Audit
Committee
|
Capital Allocation
and Value
Enhancement
Committee
(1)
|
Management
Development and
Compensation
Committee
|
Corporate
Governance and
Nominating
Committee
|
||||
|
Daniel I. Alegre
|
X
|
|||||||
|
Phillip M. Eyler
|
X
|
X
|
||||||
|
Stephen L. Gulis, Jr.
|
Chair
(2)
|
X
(2)
|
||||||
|
Michael J. Harrison
|
X
(3)
|
|||||||
|
Julie M. Howard
|
X
|
X
|
||||||
|
Deborah L. Kilpatrick, Ph.D.
|
X
|
X
|
||||||
|
Brenda J. Lauderback
|
Chair
|
|||||||
|
Barbara R. Matas
|
X
(4)
|
Co-Chair
|
X
(5)
|
|||||
|
Stephen E. Macadam
|
Co-Chair
|
X
(6)
|
||||||
|
Angel L. Mendez
|
X
|
Chair
(7)
|
||||||
|
Hilary A. Schneider
|
X
|
X
(6)
|
*Ms. Ibach, in her capacity as Chair, and Mr. Harrison, in his capacity as independent Lead Director, generally attend all committee meetings.
(1)
On
November
7, 2023, the Capital Allocation Committee was formed and all members and co-Chairs appointed.
(
2)
On November 7, 2023,
Mr. Gulis, Jr. was appointed Chair of the Audit Committee and stepped down as Chair of the CGNC while remaining a
member of the CGNC.
(3)
On May 11, 2023, Mr. Harrison was appointed a member of the Compensation Committee.
(4)
On November 7, 2023, Ms. Matas stepped down as Chair while
remaining
a member of the Audit Committee.
(5)
On May 11, 2023, Ms. Matas was appointed a member of the CGNC.
(6)
On November 7, 2023, Mr. Macadam and Ms. Schneider joined the CGNC and Compensation Committee, respectively.
(7)
On November 7, 2023, Mr. Mendez was appointed Chair of the CGNC.
The Board has further determined that three current members of the Audit Committee, Stephen L. Gulis, Jr., Julie M.
Howard and Barbara R. Matas, meet the definition of “audit committee financial expert” under rules and regulations of
the SEC and meet the qualifications of “financial sophistication” under the Marketplace Rules of the Nasdaq Stock
Market. These designations related to our Audit Committee members’ experience and understanding with respect to
certain accounting and auditing matters are disclosure requirements of the SEC and the Nasdaq Stock Market and do
not impose upon any of them any duties, obligations or liabilities that are greater than those generally imposed on a
member of our Audit Committee or of our Board.
Audit Committee
The Audit Committee provides assistance to the Board in satisfying its fiduciary responsibilities relating to accounting,
auditing, operating and reporting practices of our Company. The Audit Committee is responsible for providing
independent, objective oversight with respect to our Company’s accounting and financial reporting functions, internal
and external audit functions, systems of internal controls regarding financial matters, enterprise risk assessment and
management, information security matters, including
cybersecurity,
and legal, ethical and regulatory compliance. The
responsibilities and functions of the Audit Committee are further described in the Audit Committee Report beginning on
|
15 | 2024 PROXY STATEMENT
|
OUR BOARD
|
|
Capital Allocation and Value Enhancement Committee
The Capital Allocation Committee is responsible for reviewing the Company’s use and investment of capital, as well as
related disclosures, and making recommendations to the Board with respect thereto. The Capital Allocation Committee
reviews the Company’s capital spending plan and expected returns as well as proposed significant capital allocation
decisions, strategy and priorities with a view toward maximizing long-term shareholder value, including use of available
funds for debt repayment, investment in the business, capital investments, stock repurchases, dividends, acquisitions,
divestitures and other strategic actions.
Management Development and Compensation Committee
The principal function of the Compensation Committee is to discharge the responsibilities of the Board relating to
compensation and development of current and future leadership resources. The responsibilities and functions of the
Compensation Committee are further described in the Compensation Discussion and Analysis beginning on page
29
of
this Proxy Statement.
The Compensation Committee annually reviews the Company’s compensation philosophy and
practices. The Board, through the Compensation Committee, supports and oversees team member compensation
programs that are closely linked to business performance and long-term strategic orientation.
Corporate Governance and Nominating Committee
The primary functions of the CGNC are to develop and recommend to the Board corporate governance principles to
govern the Board, its committees and our executive officers and team members in the conduct of the business and
affairs of our Company; to identify and recommend to the Board individuals qualified to become members of the Board
and its committees; and to develop and oversee the annual Board and committee evaluation process.
How We Govern
Meetings
The full Board met in person or virtually twelve times during
2023
. The Audit Committee met eight times, the Capital
Allocation Committee (formed Nov. 7,
2023
) met
one
time, the Compensation Committee met eight times and the
CGNC met four times during
2023
. Each of the members of our Board serving in
2023
attended 75% or more of all
meetings of the Board and committees on which they served.
Executive sessions or meetings of independent Directors without management present will be held at least twice each
year. At least one session will be to review the performance criteria applicable to the CEO and other executive officers,
the performance of the CEO against such criteria and the compensation of the CEO and other executive officers.
Additional executive sessions or meetings of independent Directors may be held from time to time as needed. The
Board’s practice is to meet in executive session for a portion of each regularly scheduled meeting of the Board. Any
member of the Board may request an executive session. Executive sessions or meetings with the CEO shall be held from
time to time for a general discussion of relevant
topics
.
Our policy requires our Directors to attend our Annual Meetings unless prevented by causes beyond their reasonable
control. All our Directors attended our
2023
Annual Meeting of Shareholders.
|
16 | 2024 PROXY STATEMENT
|
OUR BOARD
|
|
Oversight of the Chief Executive Officer
The Board selects, evaluates, provides oversight and counsel to and creates limited parameters for the CEO. One of
these parameters limits the CEO to serving on no more than one public company board other than the Sleep Number
Board.
Board Role in Risk Oversight
Our Board is responsible for overseeing the Company’s policies and practices with respect to risk assessment and risk
management and has delegated to the Audit Committee the responsibility of assisting the Board in fulfilling this
role. Among its duties and processes, the Audit Committee: (a)
reviews and discusses with management the Company’s
policies and practices with respect to enterprise risk assessment and risk management, including with respect to financial
risk exposures, internal controls over financial reporting and cybersecurity
, (b) oversees the Company’s internal audit
function and processes, (c) establishes and oversees procedures for receiving and addressing complaints regarding
accounting, internal controls or auditing matters, (d) reviews compliance and other legal matters with the Company’s
legal counsel and (e) reports to the full Board with respect to matters within its area of responsibility.
The Audit Committee oversees the Company’s internal audit function. The leader of the internal audit function reports
directly to the Audit Committee, and the Audit Committee has authority to review and approve the appointment,
replacement or dismissal of this leader. The Audit Committee reviews and approves, at least annually, the Company’s
internal audit plan and receives quarterly reports on the results of internal audits. The leader of the internal audit function
meets regularly with the C
hair
of the Audit Committee
and/or
in executive session with the Audit Committee, as needed,
outside the presence of the Company’s management team. The Company’s risk assessment and risk management
process is led by the
Chief Legal and Risk Officer and the leader of the internal audit functio
n, with guidance from
outside advisors as needed
. This process includes an annual enterprise risk assessment, ongoing risk identification and
quarterly assessments of enterprise risks and mitigation strategies, with participation from and review by the Audit
Committee and the Board.
In addition to the Audit Committee’s role, each of the other committees considers risks within its respective areas of
responsibility. We believe our Board leadership structure helps ensure proper risk oversight, based on the allocation of
duties among committees and the role of our independent Directors in risk oversight.
Conflicts of Interest
Directors are expected to avoid any action, position or interest which conflicts with an interest of the Company, or that
gives the appearance of a conflict. If any member of the Board becomes aware of any such conflicting or potentially
conflicting interest involving any member of the Board, the Director should immediately bring such information to the
attention of the Chair (and the Lead Director if the Chair and CEO is combined), the CEO and the Chief Legal and Risk
Officer of the Company.
Performance Goals and Evaluation
The Compensation Committee is responsible for establishing procedures for setting annual and long-term performance
goals for the CEO and for evaluation by the full Board of their performance against such goals. The Compensation
Committee meets at least annually with the CEO to receive their recommendations concerning such goals. Both the
annual goals and the annual performance evaluation of the CEO are reviewed and discussed by the independent
Directors at a meeting or executive session. The Compensation Committee is also responsible for setting annual and
long-term performance goals and compensation for all executive officers. Also, the CEO reports to the Board, at least
|
17 | 2024 PROXY STATEMENT
|
OUR BOARD
|
|
annually, on senior management depth and development, including a discussion of assessments, leadership
development, succession planning and other relevant factors.
Provisions Applicable to Unsolicited Takeover Attempts or Proposals
The Board will periodically review (not less often than every three years) the Company’s Third Restated Articles of
Incorporation and Bylaws and various provisions that are designed to maximize shareholder value in the event of an
unsolicited takeover attempt or proposal. Such review includes consideration of matters such as the Company’s state of
incorporation, whether the Company should opt in or out of applicable control share acquisition or business combination
statutes and provisions such as the Company’s classified Board structure. The objective of this review is to maintain a
proper balance of provisions that will not deter bona fide proposals from coming before the Board and that will position
the Board and the Company to maximize the long-term value of our Company for all shareholders.
Shareholder Approval of Equity-Based Compensation Plans
Shareholder approval will be sought for all equity-based compensation plans.
HOW YOU CAN COMMUNICATE WITH THE BOARD
Our Board casts a wide net to inform and enhance its deliberations and decision making. It also maintains several means
for shareholders and others to engage, ask questions and provide input:
•
Shareholders can participate in our Annual Meetings;
•
Shareholders can participate in our shareholder engagement program in which members of management and,
as appropriate, Directors have in-person, virtual, phone or email engagements. Director engagements may cover
topics such as strategy, Board and corporate governance, pay and duration drivers including environmental,
social and other factors;
•
Shareholders may write to our Board as a whole, its committee chairs or individual Directors, either via email at
investorrelations@sleepnumber.com or by sending a written communication addressed to our Corporate
Secretary by mail to Sleep Number Corporation, 1001 Third Avenue South, Minneapolis, MN 55404. The
Corporate Secretary will promptly forward any communication so received to the Board, any committee of the
Board or any individual Director specifically addressed in the communication;
•
Shareholders can raise any concern regarding accounting, internal control or auditing matters with our Audit
Committee, confidentially and anonymously, by calling 1-800-835-5870; or
•
Shareholders, team members and others can raise issues more generally by calling or emailing our privacy
department (1-888-250-4436 or privacy@sleepnumber.com) or using our confidential Business Abuse Hotline
1-888-662-5025. Board-level information will be escalated as appropriate.
The Company reserves the right to revise or make exceptions to the above in the event that the process is abused,
becomes unworkable or otherwise does not efficiently serve the purposes of the process.
|
18 | 2024 PROXY STATEMENT
|
OUR BOARD
|
|
HOW WE ARE PAID
Board compensation should encourage alignment with shareholders’ interests and should be at a level equitable to
comparable companies.
Summary of Non-Employee Director Compensation
The compensation payable to non-employee Directors of Sleep Number Corporation is determined annually by the
Compensation Committee, typically at the quarterly meeting in May.
Annual Cash Retainer
Each of our non-employee Directors receives an annual cash retainer of $95,000, which is paid quarterly.
The Chairs of
each of the Committees of the Board receive an additional annual cash retainer of $20,000, with Co-Chairs for any
committee (e.g., the Capital Allocation Committee) splitting the $20,000 cash retainer, each receiving $10,000
. The Lead
Director receives an additional cash retainer of $50,000 per year.
Meeting Fees
In
2023
, each non-employee Director received meeting fees for Board and Committee meetings attended beyond the
normal number of regular or typical meetings for the Board and each Committee in a fiscal year, including: (a) Board
meeting fees of $1,000 per in-person meeting and $500 per virtual meeting after a minimum of eight Board meetings for
the fiscal year and (b) Committee meeting fees of $750 per in-person Committee meeting and $500 per virtual
Committee meeting after a minimum of eight meetings for each Committee for the fiscal year.
Equity
Compensation
Coincident with the annual meeting of shareholders, non-employee directors are eligible to receive equity compensation
in amounts determined by the Compensation Committee. In
2023, 75% of the grant value
was
in RSUs and 25% of the
grant value
was
in stock options
, based on Black-Scholes valuation, with the grants to vest on the earlier of one year from
the date of grant or the date of the next annual meeting at which directors are elected to the Board, so long as the
director continues to serve on our Board of Directors. All options granted to directors have an exercise price equal to the
fair market value of our common stock on the
date of grant
and remain exercisable for a period of up to 10 years, subject
to continuous service on our Board of Directors. At its meeting on May 10, 2023, the Compensation Committee
approved the annual equity compensation for each of our non-employee Directors to remain at $135,000 in grant value
for the new equity awards which were granted on May 11, 2023. The number of RSUs granted to our non-employee
directors on May 11, 2023 was based on the 20-day average closing share price prior to the date of grant of
$24.14
. The
number of stock options granted to our non-employee Directors on May 11, 2023 was based on the 20-day average
closing share price prior to the date of grant of $24.14 and an estimated Black-Scholes value per option of $14.24. The
option
exercise price was $20.54
. At its meeting on December 14, 2023, the Compensation Committee approved equity
compensation for two non-employee Directors who were appointed to the Board on November 7, 2023 to be prorated
for their service from November 7 to
May 10, 2024
. The number of RSUs granted to our two non-employee Directors on
December 14, 2023, was based on the 20-day average closing share price prior to the date of grant of $
12.09
. The
number of stock options granted to our two non-employee Directors on December 14, 2023,
was based on the 20-day
average closing share price prior to the date of grant of $12.09
and an estimated Black-Scholes value per option of
$7.25. The option exercise price was $17.14. These equity compensation grants to non-employee Directors in the fiscal
year are set forth and described in the “Director Compensation”
table below
.
|
19 | 2024 PROXY STATEMENT
|
OUR BOARD
|
|
Reimbursement of Expenses
Directors are reimbursed for travel expenses for attending meetings of our Board or any of the Committees and for
attending approved director continuing education programs.
No Director Compensation for Employee Directors
Any Director who is an employee of our Company does not receive additional compensation for service as a Director.
Share Ownership Guidelines for Executive Officers and Directors
The Board has established the stock ownership guidelines for executive officers and Directors as further described in the
Prohibition of Hedging or Pledging of Shares
Under our policy with respect to trading in the Company’s securities, Directors, officers, director-level and above team
members and other team members designated by Sleep Number from time to time as “insiders” are prohibited from
engaging in any form of hedging or monetization transactions involving the Company’s securities, including, but not
limited to, the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange
funds. In addition, insiders are prohibited from engaging in short sales of the Company’s securities and from trading in
any form of publicly traded options, puts, calls or other derivatives of the Company’s securities. Insiders are also
prohibited from engaging in any form of pledging of the Company’s securities, including: (a) purchasing Company
securities on margin, (b) holding Company securities in any account which has a margin debt balance, (c) borrowing
against any account in which Company securities are held or (d) pledging Company securities as collateral for a loan.
|
20 | 2024 PROXY STATEMENT
|
OUR BOARD
|
|
Director Compensation
The following table summarizes the total compensation paid or earned by each of the non-employee members of our
Board of Directors for the
2023
fiscal year ended
December 30, 2023
.
|
Name
|
Fees
Earned or
Paid in
Cash
($)
|
Stock
Awards
(1)
($)
|
Option
Awards
(2)
($)
|
All Other
Compensation
($)
|
Total
($)
|
|
Daniel I. Alegre
(5)
|
$96,500
|
$86,165
|
$29,027
|
—
|
$211,692
|
|
Phillip M. Eyler
(3)
|
$97,000
|
$86,165
|
$29,027
|
—
|
$212,192
|
|
Stephen L. Gulis, Jr.
(3)
|
$116,500
|
$86,165
|
$29,027
|
—
|
$231,692
|
|
Michael J. Harrison
|
$147,000
|
$86,165
|
$29,027
|
—
|
$262,192
|
|
Julie M. Howard
(3)(4)
|
$96,500
|
$86,165
|
$29,027
|
$63
|
$211,755
|
|
Deborah L. Kilpatrick, Ph.D.
(5)
|
$96,500
|
$86,165
|
$29,027
|
—
|
$211,692
|
|
Brenda J. Lauderback
(3)
|
$116,500
|
$86,165
|
$29,027
|
—
|
$231,692
|
|
Stephen E. Macadam
(6)
|
$15,577
|
$73,222
|
$24,527
|
—
|
$113,326
|
|
Barbara R. Matas
(3)(4)
|
$115,516
|
$86,165
|
$29,027
|
—
|
$230,708
|
|
Angel L. Mendez
(3)
|
$99,467
|
$86,165
|
$29,027
|
—
|
$214,659
|
|
Hilary A. Schneider
(6)
|
$14,093
|
$73,222
|
$24,527
|
—
|
$111,842
|
|
Jean-Michel Valette
(7)
|
$34,190
|
—
|
—
|
—
|
$34,190
|
(1)
Reflects the aggregate grant date fair value of restricted stock awards granted during fiscal year 2023, computed in accordance with FASB ASC
Topic 718. For all directors except Mr. Macadam and Ms. Schneider, 4,195 restricted stock awards were granted. Mr. Macadam and Ms. Schneider,
who were newly elected Directors effective November 7, 2023, were granted 4,272 restricted stock awards. See Note 8,
Shareholders’ Deficit
, to the
Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 30, 2023, for a discussion of the
relevant assumptions used in calculating these amounts. As of December 30, 2023, the aggregate number of shares outstanding under stock awards,
including restricted stock, restricted stock units and phantom stock, held by those who served as non-employee Directors through fiscal year 2023
was as follows:
Mr. Alegre, 4,195 shares; Mr. Eyler, 4,195; Mr. Gulis, 53,941 shares; Mr. Harrison, 4,195 shares; Ms. Howard, 10,831 shares; Ms.
Kilpatrick, 4,195 shares; Ms. Lauderback, 4,195 shares; Mr. Macadam, 4,272; Ms. Matas, 24,708 shares; Mr. Mendez, 4,195 shares; and Ms.
Schneider, 4,272 shares
.
(2)
Reflects the aggregate grant date fair value of stock option awards granted during fiscal year 2023, computed in accordance with FASB ASC Topic
718. For all directors except Mr. Macadam and Ms. Schneider, 2,370 stock option awards were granted. Mr. Macadam and Ms. Schneider, who were
newly elected Directors effective November 7, 2023, were granted 2,373 stock option awards. See Note 8,
Shareholders’ Deficit
, to the
Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 30, 2023, for a discussion of the
relevant assumptions used in calculating these amounts. As of December 30, 2023, the aggregate number of stock options outstanding held by
those who served as non-employee Directors through fiscal 2023 was as follows:
Mr. Alegre, 4,355; Mr. Eyler, 4,285; Mr. Gulis, 7,695; Mr. Harrison,
17,597; Ms. Howard, 5,830; Ms. Kilpatrick, 9,860; Ms. Lauderback, 17,597; Mr. Macadam, 2,373; Ms. Matas, 7,695; Mr. Mendez, 4,285; and Ms.
Schneider, 2,373
.
(3)
Under the 2020 Equity Incentive Plan, non-employee Directors may elect to defer receipt of any shares of the Company’s common stock under an
Incentive Award granted to non-employee Directors under the Plan. For fiscal 2023, the following Directors have elected to defer receipt of their
2023 Incentive Award of 4,195 shares:
Mr. Eyler, Mr. Gulis, Ms. Howard, Ms. Lauderback, Ms. Matas and Mr. Mendez.
(4)
Ms. Howard and Ms. Matas elected to receive Director fees in the form of common stock under the Company’s 2020 Equity Incentive Plan, and to
defer receipt of such shares. The number of shares paid is determined by dividing the amount of the Director’s fees to be deferred by the fair market
value per share of our common stock on the date the fees otherwise would have been payable in cash. The number of shares to be received by Ms.
Howard in lieu of cash payments during fiscal 2023 is 4,311 shares and the related grant date fair value was $95,000. The number of shares to be
received by Ms. Matas in lieu of cash payments during fiscal 2023 is 5,132 shares and the related grant date fair value was $113,516.
(5)
Mr. Alegre and Ms. Kilpatrick elected to receive a portion of Director fees in the form of common stock under the Company’s 2020 Equity Incentive
Plan. The number of shares paid is determined by dividing the amount of the Director’s fees to be received in the form of common stock by the fair
market value per share of our common stock on the date the fees otherwise would have been payable in cash. The number of shares received by
each of Ms. Alegre and Ms. Kilpatrick in lieu of cash payments during fiscal 2023 was 4,369 shares each and the related grant date fair value for each
was $94,950.
(6)
Mr. Macadam and Ms. Schneider were elected as new directors effective November 7, 2023.
(7)
Mr. Valette retired from the Board of Directors effective upon the conclusion of the 2023 Annual Meeting of Shareholders. The amounts presented
for Mr. Valette relate to fees earned prior to his retirement. Effective upon his retirement, Mr. Valette was appointed to serve in a non-voting
advisory role to the Board, as Director Emeritus, through the end of the Company’s 2024 fiscal year. In that capacity, Mr. Valette received
compensation consistent with that of non-employee Directors.
|
21 | 2024 PROXY STATEMENT
|
OUR BOARD
|
|
WHAT
WE DO
Sleep
Number is a wellness technology company. We are guided by our purpose to improve the health and wellbeing of
society through higher quality sleep; to date, our sleep innovations have improved over 15 million lives. Our smart beds
combine physical and digital technology to help solve sleep problems, whether it’s providing individualized temperature
control for each sleeper through our Climate360
®
smart bed or applying
billions of hours
of longitudinal sleep data and
expertise to research with global institutions.
Our consumer innovation strategy differentiates us from other companies in our industry, strengthens our competitive
position, and offers us continued opportunities to expand our relevance. Our vertically integrated model, which includes
the design, engineering, manufacturing, distribution and marketing of our innovative sleep solutions, enables us to stay
close to the customer and deliver a value-added retail experience that seamlessly integrates Sleep Number’s digital and
physical experiences to meet their needs. Vertical integration also gives us heightened visibility and control of our brand
expression, manufacturing and fulfillment network. We build and nurture lifelong relationships with our customers; our
connected Smart Sleepers demonstrate best-in-class engagement with the Sleep Number app, which offers personalized
sleep and health insights. This group of loyal brand
advocates drives approximately 50%
of our business through repeat
and referral sales.
Together, these key elements of our business model support our financial viability, and our ability to grow market share,
generate strong free cash flow and deliver long-term value for our shareholders.
WHO WE ARE
Our
4,100 mission-driven team members
span
650
retail stores
, our home delivery network, manufacturing and
distribution facilities and corporate headquarters. Engagement surveys repeatedly show that our team members find
meaning in their work, and it shows through the exceptional customer experiences they deliver. They are dedicated to
improving lives and creating shareholder value.
We invest in their future—and in our own ability to positively impact more people and drive long-term value for our
shareholders—by partnering with leading research and health institutions to advance sleep science.
We are committed to the highest standards of ethical business practices throughout our Company. Our Company values,
team member training, Company policies and culture underscore our expectations for integrity and provide clear
guidelines for business decisions and behavior.
|
22 | 2024 PROXY STATEMENT
|
OUR COMPANY
|
|
HOW WE DO IT
We believe our purpose of improving the health and well-being of society through higher quality sleep is best achieved
with similarly sustainable governance, people and environmental practices.
Ours continually evolve, but highlights include:
•
We annually review and train on our Code of Business Conduct;
•
Our human rights, human capital, business ethics and natural resources practices are aligned with the
Sustainable Development Goals of the United Nations Global Compact;
•
Our focus on talent management is reflected in the Board making time annually to review with management our
human capital management, development and succession practices;
•
Our sustainability practices are supported by a cross-functional team and informed by a materiality assessment;
and
•
Our sustainability practices are shared with the full Board and standing committees annually, quarterly or on an
interim basis, as appropriate, including a dedicated full Board session each year covering topics such as carbon,
climate, natural resources, supply chain management, waste and toxicity, reuse and recycling, team member
engagement health and wellbeing; diversity equity and inclusion; the evolving nature of work; community health
and impact; compliance and internal controls; business ethics and codes of conduct; sustainable, auditable and
repeatable processes for SEC reporting requirements; executive, director and team member compensation;
cybersecurity
; and geo-political and policy issues management.
Code of Conduct
Our Code of Business
Conduct
is reviewed annually with the Audit Committee and instructs team members to comply
with applicable laws, engage in ethical and safe conduct in our work environment, avoid conflicts of interests, conduct
our business with integrity and high ethical standards and safeguard our Company’s assets, report potential violations
and periodically receive training and certify commitment. The Code of Business conduct addresses legal and ethical
issues that may be encountered by our team members during their normal course of business.
Team members are required to report any conduct that they believe in good faith violates our Code of Business
Conduct. The Code of Business Conduct also sets forth procedures under which team members or others may report
through our management team and, ultimately, directly to our Audit Committee (confidentially and anonymously, if so
desired) any questions or concerns regarding accounting, internal accounting controls or auditing matters.
All of our
team members
and Board members are required to periodically certify their commitment to abide by our Code of
Business Conduct.
We regularly monitor compliance with the Code of Business Conduct and report findings to our Audit
Committee. We also provide training in key areas covered by the Code of Business Conduct to help our team members
to comply with their obligations.
A copy of the Code of Business Conduct is included in our Investor Relations section of our website at
http://ir.sleepnumber.com
. We intend to disclose any amendments to and any waivers from a provision of our Code of
Business Conduct on our website. The information contained in or connected to our website and our Code of Business
Conduct is not incorporated by reference into, or considered a part of, this Proxy Statement.
|
23 | 2024 PROXY STATEMENT
|
OUR COMPANY
|
|
Corporate Sustainability
Our commitment to corporate sustainability is deeply rooted in our purpose to improve the health and wellbeing of
society through higher quality sleep. Sustainability considerations are incorporated into the way we design and
manufacture our award-winning innovations, engage and serve our customers, foster the wellbeing of our team
members, support the communities where we operate, work with our suppliers and business partners and pursue
profitable growth to create superior value for our shareholders. In short, our environmental stewardship, social priorities
and strong governance are integrated into our strategy, operations and culture.
Environment
To accelerate the transition to a low-carbon economy, we are working to better understand and reduce the impact of our
facilities, operations and products throughout their life cycles. We are also engaging with industry peers, supply chain
partners, external stakeholders and Sleep Number team members to progress our environmental efforts, including:
•
Maturing greenhouse gas measurement methodologies and enhancing documentation for disclosure and
reporting;
•
Refining business operations across the fulfillment chain to profitably improve our environmental footprint; and
•
Building our material circularity capability to extend the useful life of select components and reduce waste.
Social
At Sleep Number, we are driven by our purpose and are constantly advancing social priorities that benefit our team
members, consumers, communities, suppliers and shareholders. We are:
•
Striving to create and sustain a workplace culture of inclusion and belonging, grounded in our shared purpose
and values. By prioritizing wellbeing, we seek to create a safe environment in which each one of our 4,100 team
members can bring their authentic and whole self to work every day and is empowered to reach their highest
potential. As of December 30, 2023, 42% of our team members
are ethnically or racially diverse
and 40% are
women;
•
Committed to advancing sleep health through innovations that, informed by data and scientific expertise,
benefit millions of individuals and contribute to the health and wellbeing of society; and
•
Actively engaging our suppliers on commitments to – and compliance with – human rights, health and safety
standards.
This commitment to our team members, customers and suppliers, combined with our innovation, differentiation and
business model efficiency, contribute directly to our shareholder value creation.
Governance
Building on a longstanding record of strong corporate governance, we are proactively taking steps to strengthen
oversight, controls and practices that reinforce our commitment to the highest standards of integrity and accountability
and continue to earn stakeholder trust. Key priorities include:
•
Advancing compliance readiness for newly enacted and proposed state and federal disclosure rules;
•
Developing internal systems to support reporting under the Task Force on Climate-related Financial Disclosures
framework; and
•
Enhancing the relevance and transparency of our public disclosures and reporting process by aligning with
globally and nationally recognized standards and frameworks.
|
24 | 2024 PROXY STATEMENT
|
OUR COMPANY
|
|
Corporate Sustainability Report
We recently published our
2024
Corporate Sustainability Report, which provides an update on enterprise environmental,
social and governance practices, priorities and key metrics. The report underscores our strong commitment to doing the
right thing and making the world a better place. A copy of the Corporate Sustainability Report is included in our Investor
Relations section of our website at
http://ir.sleepnumber.com
. The information contained in or connected to our website
and our Corporate Sustainability Report is not incorporated by reference into, or considered a part of, this Proxy
Statement.
Audit Committee Report
The Audit Committee
is responsible for providing independent, objective oversight with respect to our Company’s
accounting and financial reporting functions, internal and external audit functions, systems of internal controls regarding
financial matters, risk assessment and risk management, information technology and information security systems,
including
cybersecurity,
and legal, ethical and regulatory compliance.
The Audit Committee is currently composed of five Directors, each of whom is independent as defined by the Nasdaq
listing standards and SEC Rule 10A-3. Barbara R. Matas (Chair through November 7, 2023), Stephen L. Gulis, Jr. (Chair,
effective November 7, 2023), Julie M. Howard, Deborah L. Kilpatrick, Ph.D. and Angel L. Mendez served on the Audit
Committee throughout
2023
and through the date of this report.
Management is responsible for our Company’s financial reporting processes and internal control over financial reporting.
Deloitte & Touche LLP, our Independent Registered Public Accounting Firm, is responsible for auditing our Company’s
consolidated financial statements for the
2023
fiscal year. This audit is to be conducted in accordance with the standards
of the Public Company Accounting Oversight Board (United States). The Audit Committee’s responsibility is to monitor
and oversee these processes.
In connection with these responsibilities, the Audit Committee met
eight
times
during 2023
and
meetings involved
representatives of management, internal audit and the independent auditors. The Audit Committee meets periodically
with management, internal audit and the independent auditors in separate executive sessions as needed to discuss any
matters that the Audit Committee or each of these groups believe should be discussed privately.
Management represented to the Audit Committee that our Company’s consolidated financial statements were prepared
in accordance with accounting principles generally accepted in the United States of America.
The Audit Committee has
reviewed and discussed the consolidated financial statements, together with the results of management’s assessment of
the Company’s internal control over financial reporting, with management and the Independent Registered Public
Accounting Firm. The Audit Committee discussed with the Independent Registered Public Accounting Firm the
matters
required to be discussed with the auditors under Statement on Auditing Standards No. 61 “Communication with Audit
Committees” (Codification of Statements on Auditing Standards, AU 380), as amended
. The Independent Registered
Public Accounting Firm provided the Audit Committee with written disclosures and the letter required by applicable
requirements of the Public Company Accounting Oversight Board, and the Audit Committee discussed with the
Independent Registered Public Accounting Firm that firm’s independence.
Based upon the Audit Committee’s discussions with management, internal audit and the Independent Registered Public
Accounting Firm and the Audit Committee’s review of the representations of management and the Independent
Registered Public Accounting Firm, the Audit Committee recommended to the Board of Directors that the audited
consolidated financial statements be included in our Company’s Annual Report on Form 10-K for the year ended
December 30, 2023
, for filing with the Securities and Exchange Commission.
|
25 | 2024 PROXY STATEMENT
|
OUR COMPANY
|
|
This Audit Committee Report shall not be deemed incorporated by reference by any general statement incorporating by
reference this Proxy Statement into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except
to the extent that the Company specifically incorporates this information by reference, and shall not otherwise be
deemed filed under such Acts.
The Audit Committee of the Board of Directors
Stephen L. Gulis, Jr., Chair
Julie M. Howard
Deborah L. Kilpatrick, Ph.D.
Barbara R. Matas
Angel L. Mendez
|
26 | 2024 PROXY STATEMENT
|
OUR COMPANY
|
|
The
Audit Committee is directly responsible for the appointment, compensation, retention and oversight of our
independent auditors. The Audit Committee considers the independence of our independent auditors and participates
in the selection of the independent auditor’s lead engagement partner. The Audit Committee has appointed, and, as a
matter of good corporate governance, is requesting ratification by the shareholders of the appointment of, the
registered public accounting firm of Deloitte & Touche LLP (Deloitte) to serve as independent auditors for the fiscal year
ending
December 28, 2024
. Deloitte has served as our independent auditor since 2010.
The Audit Committee considered a number of factors in determining whether to re-engage Deloitte as the Company’s
independent registered public accounting firm, including the length of time the firm has served in this role, the firm’s
professional qualifications and resources, the firm’s past performance and the firm’s capabilities in handling the breadth
and complexity of our business, as well as the potential impact of changing independent auditors.
The Board and the Audit Committee believe that the continued retention of Deloitte as the Company’s independent
auditor is in the best interests of the Company and its shareholders. If shareholders do not ratify the appointment of
Deloitte as our independent auditors, the Audit Committee will reconsider whether to retain Deloitte and may determine
to retain it or another firm without resubmitting the matter to shareholders. Even if the appointment of Deloitte is ratified
by shareholders, the Audit Committee may, in its discretion, direct the appointment of a different firm of independent
auditors at any time during the year if it determines that such a change would be in the best interests of the Company
and its shareholders.
Representatives of Deloitte will be present at the Annual Meeting, will have an opportunity to make a statement if they
so desire and will be available to respond to questions from shareholders.
Why the Board recommends you support this proposal:
•
The Audit Committee undertakes a robust evaluation process each year to confirm the engagement of Deloitte
as our independent auditor continues to be in our shareholders’ best interests;
•
Deloitte has served as our independent auditor since 2010, which means the firm is well-positioned to handle
the breath and complexity of our vertically integrated business; and
•
Deloitte provides only limited services other than audit and audit-related services.
The Board recommends a vote “
For
” ratification of the appointment of Deloitte as our independent auditors for the
fiscal year ending
December 28, 2024
.
|
27 | 2024 PROXY STATEMENT
|
PROPOSAL 2 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
|
Audit and Other Fees
The aggregate fees billed for professional services by the Independent Auditors in
2023
and
2022
were:
|
2023
|
2022
|
|||
|
Audit fees
|
$898,478
|
$815,655
|
||
|
Audit-related fees
|
$1,895
|
$1,895
|
||
|
Audit and audit-related fees
|
$900,373
|
$817,550
|
||
|
Tax fees
|
$137,766
|
$136,368
|
||
|
All other fees
|
$0
|
$0
|
||
|
Total
|
$1,038,139
|
$953,918
|
Audit fees
in
2023
and
2022
include fees incurred for the annual audit and quarterly reviews of the Company’s
consolidated financial statements and the annual audit of the Company’s internal control over financial reporting for the
years ended
December 30, 2023
and
January 1, 2022
, respectively.
Audit-related fees
for
2023
and
2022
are related to access to an online accounting research tool.
Tax fees
for fiscal
2023
and
2022
are primarily for tax compliance services based on time and materials.
Pre-Approval Policies and Procedures
Under
the Sarbanes-Oxley Act of 2002 and the rules of the Securities and Exchange Commission regarding auditor
independence, the engagement of the Company’s Independent Auditors to provide audit or non-audit services for the
Company must either be approved by the Audit Committee before the engagement or entered into pursuant to pre-
approval policies and procedures established by the Audit Committee. Our Audit Committee has not established any
pre-approval policies or procedures and therefore all audit or non-audit services performed for the Company by the
Independent Auditors must be approved in advance of the engagement by the Audit Committee. Under limited
circumstances, certain de minimus non-audit services may be approved by the Audit Committee retroactively. All
services provided to the Company by the Independent Auditors in
2023
were approved in advance of the engagement
by the Audit Committee and no non-audit services were approved retroactively by the Audit Committee pursuant to the
exception for certain de minimus services described above.
|
28 | 2023 PROXY STATEMENT
|
PROPOSAL 2 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
|
COMPENSATION COMMITTEE REPORT
Dear Shareholders,
We, the members of Sleep Number’s Compensation Committee believe that the decisions we make about pay, which
we describe in the following pages, reveal of lot about:
•
How committed we are to tying long-term strategy to shareholder value creation;
•
How much we believe in establishing programs that hold team members accountable and link pay to
performance;
•
How invested we are in creating a culture that connects team members to our purpose, promotes their wellbeing
and encourages innovation;
•
How creative and inclusive we are in searching for and securing top talent;
•
How serious we are about retaining and engaging our team members;
•
How dedicated we are about meaningful innovation to advance our mission of improving lives by individualizing
sleep experiences; and
•
How focused we are on each tool, metric and element that can collectively drive sustainable
out performance.
We believe our pay designs, decisions and amounts described in this CD&A reflect each of these. We seek your support,
welcome your ongoing input and value your investment.
The Management Development and Compensation Committee of the Board of Directors (the Compensation
Committee), consisting entirely of independent Directors, has reviewed and discussed the following Compensation
Discussion and Analysis (CD&A) with management, and based on this review and discussion, the Compensation
Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy
Statement.
The Management Development and Compensation Committee
Brenda J. Lauderback, Chair
Daniel I. Alegre
Philip M. Eyler
Michael J. Harrison
Julie M. Howard
Hilary A. Schneider
|
29 | 2024 PROXY STATEMENT
|
OUR PAY
|
|
KEY PAY FACTS
Who Did We Pay?
Sleep Number provides employment to approximately 4,100 team members, each of whom plays an important role in
our operations. We are legally required to focus these disclosures on the compensation of the Company’s Named
Executive Officers (NEOs), even though every one of our team members contributes to our success.
This Compensation
Discussion and Analysis (CD&A) describes our executive compensation program, including the objectives and elements
of compensation as well as determinations made by the Compensation Committee regarding our NEOs. In 2023 each of
these individuals qualified as one of our NEOs during at least part of the year:
•
Shelly Ibach, Chair, President and Chief Executive Officer
•
David Callen, former Executive Vice President and Chief Financial Officer
•
Christopher Krusmark, Executive Vice President and Chief Human Resources Officer, former Interim Chief
Financial Officer
•
Francis Lee, Executive Vice President and Chief Financial Officer
•
Andrea Bloomquist, Executive Vice President and Chief Innovation Officer
•
Melissa Barra, Executive Vice President and Chief Sales and Services Officer
•
Samuel Hellfeld, Executive Vice President and Chief Legal and Risk Officer and Secretary
Why: Factors Shaping Our Pay Design and Decision
Making
The following pages outline our individual pay components and decisions made for 2023. Collectively, our pay practices
and decisions were shaped and informed considering the details
below:
•
Shareholder engagement and feedback;
•
A belief in a strong link between NEO pay and financial and operational performance;
•
A belief that a majority of NEO pay should be at risk and aligned with both near-and long-term performance;
•
Peer group benchmarking
;
•
Advice from an independent compensation consultant;
•
Adherence to pay governance best practices including stock ownership guidelines,
clawback
policies,
double
trigger change-in-control provisions and policies against hedging, pledging,
insider trading
, tax gross ups,
options repricing, NEO employment contracts and dividends on unearned performance awards; and
•
Integration of pay with risk management, oversight and compliance best practices
.
|
30 | 2024 PROXY STATEMENT
|
OUR PAY
|
|
Shareholder Engagement
In 2023, our executive compensation program received the support of 74.3% of votes cast by shareholders versus our
prior
five-year
average of 92.8%. While we have regular outreach and ongoing discussions with shareholders to learn
more about their perspectives, we reached out to 10 of our largest institutional shareholders representing approximately
41% of our outstanding shares (based on ownership reports as of September 30, 2023) between October and December
2023 to gather their feedback and understand their perspectives on our executive compensation program and other
governance matters. Four shareholders representing 28% of our outstanding shares accepted our invitation to engage
and met with us to share their feedback. Three shareholders representing 6% of our outstanding shares confirmed that
no meeting was necessary and declined our invitation to speak, and three shareholders representing 7% of our
outstanding shares did not respond.
Those meetings were led by Mr. Harrison, our independent Lead Director, and also included
members of our senior
management and investor relations
team.
In addition to this targeted outreach, we also regularly engage with our shareholders in the ordinary course of our
investor relations activities. In total, between September 2023 to February
2024
, we engaged with shareholders
representing more than 51% of our outstanding shares.
Recent Changes and Responsive Actions for 2024
In general, w
e learned that shareholders were supportive of our approach to compensation and feedback did not
suggest that we make major changes to the structure of our compensation program. Feedback received through our
shareholder outreach relating to executive compensation included:
•
Providing additional disclosure on our compensation philosophy and goal setting practices;
•
Ensuring our cash incentive plan continues to utilize quantitative metrics aligned with shareholder interest and
excludes discretion;
•
Preference for performance stock units and restricted stock units over stock options in long-term incentive plans;
and
•
Preference for at least half of executive pay to be equity-based.
|
31 | 2024 PROXY STATEMENT
|
OUR PAY
|
|
The Compensation Committee values this shareholder input and, in 2023, took the following actions that are consistent
with what we heard during our Fall 2023 outreach and aligned with the needs of the business going forward:
|
Category
|
Description of Changes
|
|
Proxy Statement Disclosure
|
We redesigned our proxy statement, including our “Compensation
Discussion and Analysis” to facilitate clear and concise disclosure.
|
|
Peer Group
|
Our peer group was updated to ensure it continues to reflect our
scale, industry and strategic direction as a technology wellness
company.
|
|
Annual Incentive Plan (AIP)
|
We remain committed to defined and measurable AIP goals and
metrics. As described in more detail in the AIP section, the mid-
year progress payment feature has been removed for the NEOs to
emphasize full-year financial performance.
|
|
Equity Award Mix
|
We eliminated the use of stock options to reduce the dilutive
impact to our equity plan. 2024 equity awards will consist of PSUs
and RSUs.
|
Company Performance
The Company has maintained market share in a difficult environment. Economic uncertainty, low consumer sentiment,
inflation and other factors have led to a historic unit decline for the mattress industry over the past two years; it is
estimated that mattress unit volumes have returned to
2015 levels and are down more than 25% from their 2020 peak.
While U.S. mattress unit demand is roughly flat versus 2015, Sleep Number’s mattress unit demand is up nearly 6%.
Since 2019 (pre-pandemic), we are down 9% in volume versus the broader industry which is estimated to be down 18%
.
In August 2023
, consumer purchasing power reached a record low. As a result, consumer mindset and behavior shifted
to scrutinizing spending, which led to a further decline in demand for our category. The Company took swift actions to
execute a broad-based restructuring plan to streamline its cost structure and
increase
financial resiliency. Its mission-
driven team members made significant progress to transform the Company’s operating model for efficient growth,
increased profitability and cash flow generation, including $85 million reduction in operating expenses in 2023 (before
the impact of restructuring charges) and targeting another
$40 to $45 million of operating expense reductions in 2024
for a two-year total reduction of approximately $130 million (before restructuring costs).
|
32 | 2024 PROXY STATEMENT
|
OUR PAY
|
|
|
Full-year financial results include:
•
Net sales of $1.9 billion (-11% vs. 2022)
•
Net operating profit (NOP) of $22.9 million (-66% vs. 2022)
•
Adjusted EBITDA of $126.7 million (-14% vs. 2022)
•
Diluted loss per share of $0.68 down from diluted earnings
per share of $1.60 last year
•
Cash used in operating activities of $9.0 million and $57
million in capital expenditures
•
Adjusted return on invested capital (ROIC) of 7.8%
•
Leverage ratio of 4.1x EBITDAR (adjusted EBITDA plus
consolidated rent expense) at the end of 2023 vs. covenant
maximum of 5.0x; $138 million of liquidity remained against
current credit facility at the end of 2023
|
Performance metrics in our
compensation program:
|
|||
|
Long-term Incentive Plan
|
||||
|
Net Sales growth
|
||||
|
NOP growth
|
||||
|
Adjusted ROIC
|
||||
|
Share price
|
||||
|
Annual Incentive Plan
|
||||
|
Adjusted EBITDA
|
||||
The following are historical results on key financial metrics and reflect the challenging industry and macroeconomic
conditions that we experienced in
2022 and 2023
.
Note: For additional information on our non-GAAP financial measures, such as adjusted EBITDA and adjusted ROIC, and
their reconciliation to operating income and net income, as applicable, see “Non-GAAP Data Reconciliations” on pages
39 and 40 of o
ur Annual Report on Form 10-K filed on February 23, 2024.
The actions the Company took in 2023 – and continues to execute in 2024 – create a more durable operating model
with greater financial resilience to support strong performance across a broad range of market environments. The
industry is expected to remain pressured in 2024. Even with this backdrop, t
he Company is targeting $40-45 million of
operating expense reductions in 2024 with $130 million of operating expense reductions over a two-year period. The
Company expects to generate $60 million to $80 million of free cash flow with capital expenditures of $30 million
.
While predicting the exact timing for the category to recover from trough levels is difficult, the operating model
transformation the Company is executing – to compete effectively, restore profit margins and
increase cash
generation –
positions Sleep Number for accelerating growth as the mattress industry demand environment improves.
|
33 | 2024 PROXY STATEMENT
|
OUR PAY
|
|
The Company continues to be recognized for leadership related to its purpose of improving the health and wellbeing of
society through higher quality sleep, having received the following awards in recent years:
Innovation Awards
•
MedTech Breakthrough Award for the Next Generation Sleep Number® smart bed, Best Overall
SleepTech Solution category
•
Digital Health Award for the Next Generation Sleep Number smart bed, Gold, Personal Digital Health
Devices/Wearables – Sleep Tracking category
Service Awards
•
J.D. Power 2023 U.S. Mattress Satisfaction Study for mattresses purchased in-store, Sleep Number
ranked #1 in terms of price, variety of features and warranty factors
•
2024 Forbes Best Customer Service List, Sleep Number
Corporate Awards
•
2024 American Cancer Society Game Changer
•
2023 Tekne Award finalist, Sustainability Champion category
•
Minnesota
Manufacturers Alliance’s Manufacturer of the Year, Large Company category
Refer to our Annual Report on Form 10-K filed on February 23, 2024, and our Corporate Sustainability Report, posted
within the Investor Relations section of our Company website, for additional information on these and other
accomplishments in 2023. The information contained in our Corporate Sustainability Report is not incorporated by
reference into, or considered a part of, this Proxy Statement.
Pay and Performance Alignment
The following is a summary of our Company Performance that determined the actual payouts earned for our 2023
Annual Incentive Plan (AIP) and 2021 Performance Stock Units (PSUs). The performance and payouts for these incentive
programs are described in more detail later
in
this CD&A.
|
34 | 2024 PROXY STATEMENT
|
OUR PAY
|
|
|
Element
|
Performance Achieved
|
Payout Earned
|
|
2021 PSUs
(performance period
of fiscal years 2021
through 2023)
|
Annual growth rate achieved:
- 2021: net sales +17.7% and NOP +4.7%
- 2022: net sales -3.2% and NOP -64.9%
- 2023: net sales -10.7% and NOP -58.2%
Average difference between adjusted ROIC
and WACC was 1,337 basis points
|
A payout of 43.1% of target was earned
(compared to 103.3% of target for the 2020
PSUs). The 2021 PSU payout was an average of
the percent of target earned by year.
- 2021: 129.2%
- 2022: 0%
- 2023: 0%
The ROIC modifier did not apply since the
average difference between adjusted ROIC and
WACC was above the threshold of 300 basis
points.
|
|
2023 AIP
|
Adjusted EBITDA for 2023 was $126.7 million,
which was 72% of the goal for target payout
and below threshold.
First-half adjusted EBITDA was $83.5 million,
which was above the first-half adjusted
EBITDA goal.
|
No full year payout was earned, however first-
half EBITDA targets were met, which qualified
participants to receive the first-half progress
payment (compared to no payout earned for
the 2022 AIP)
|
Pay earned for 2023 demonstrates that when the Company’s performance falls short of its goals, payouts are reduced.
The following
chart illustrates
the value at the end of 2023 of a hypothetical $100 invested at the beginning of 2020,
showing the alignment between our incentive payouts and shareholder experience over the three-year period.
|
2021 AIP
Performance: 104% of goal
Payout: 122% of target
|
2022 AIP
Performance: 50% of goal
Payout: 0% of target
|
2023 AIP
Performance: 72% of goal
Payout: 25% of target*
|
|
|
2021 PSU
Payout: 43%
(Average: 129.2% earned for 2021, 0% earned for 2022 and 0% earned for 2023)
Assuming a share price of $14.83 on December 30, 2023 and a payout of 43% of target, 2021 PSU
realized value is 3 - 5% of the target grant value for NEOs
|
|||
|
35 | 2024 PROXY STATEMENT
|
OUR PAY
|
|
Benchmarking
With the assistance of independent compensation consultant FW Cook, the Compensation Committee considers market
data on base salary, target total cash compensation and target total direct compensation when establishing
compensation levels for executive officers. The sources for this market comparison are from peer group pay data (most
recent disclosures) and certain retail, technology or general industry surveys from third parties. For each executive, we
attempt to match as closely as possible our position to what is most comparable in our peers or the surveys. The
Compensation Committee generally seeks to align target total direct compensation opportunities with the market
median, while providing opportunity for top quartile compensation for Company performance above established goals
and below median compensation for performance below goal. Additionally, performance goals are set with
consideration of peer group and industry performance.
2023 Peer Group
The Compensation Committee, in consultation with independent compensation consultant FW Cook, annually reviews
the appropriateness of the size, structure, business focus and related aspects of the companies in our industry peer
group. The selected peer group consists of publicly traded companies whose net sales and market capitalization are
within a range of one-third to three times our own comparable metrics, and that are involved in household and home
furnishing, appliances, retail or technology industries with a focus on products delivered direct to consumers. The
selection criteria also consider factors such as whether the Company demonstrates high growth particularly through
product development or market expansion or whether the Company has products driven by innovation or services
delivered by technology.
The Compensation Committee at its meeting on September 20, 2022, approved the peer group as listed below. The
peer group was unchanged from the prior fiscal year. This is the peer group that was utilized in the benchmarking
reviewed by the Compensation Committee for compensation actions approved during 2023 including the actions
effective in March 2023 and described in this 2024 Proxy
Statement
:
|
The Aaron’s Company, Inc.
Conn’s, Inc.
Deckers Outdoor Corporation
Dolby Laboratories, Inc.
MillerKnoll
iRobot Corporation
La-Z-Boy Incorporated
|
Leggett & Platt, Incorporated
Peloton Interactive, Inc.
Poly (fka Plantronics Inc.)
RH
Steelcase Inc.
Sonos, Inc.
Tempur Sealy International, Inc.
|
At its meeting on
September 5
, 2023, the Compensation Committee reviewed the peer group composition relative to
the selection criteria utilized in evaluating peer companies while considering the strategic direction of Sleep Number.
The following adjustments were made to the peer group, which was then utilized in benchmarking for compensation
actions considered in early 2024:
•
Decker’s Outdoor Corporation was removed as it was no longer aligned with Sleep Number’s size. Poly (fka
Plantronics) was removed based on its acquisition by HP; and
•
Arlo Technologies, Inc., Ethan Allen Interiors,
Inc
.,
HNI
Corporation and Inspire Medical Systems, Inc. were
added.
|
36 | 2024 PROXY STATEMENT
|
OUR PAY
|
|
Pay Governance Best Practices
In order to meet the key objectives of our executive compensation program, the Company has adopted a strong
corporate governance framework with the following practices and policies that help ensure alignment with shareholder
interests. With the exception of the adoption of a new Nasdaq-compliant clawback policy, t
here have been no changes
to these policies or practices since the last disclosure in the
2023
Proxy Statement.
|
Compensation Practice
|
Sleep Number Policy or Practice
|
|
|
Pay for performance
|
Yes
|
A significant percentage of the total direct compensation package is performance
based.
|
|
Robust stock ownership guidelines
|
Yes
|
Executive officers and members of the Board of Directors are subject to stock
ownership guidelines.
|
|
Annual shareholder “Say on Pay”
|
Yes
|
We value our shareholders’ input on our executive compensation programs. Our
Board of Directors seeks an annual non-binding advisory vote from shareholders to
approve the executive compensation disclosed in our CD&A, tabular disclosures
and related narrative of this Proxy Statement.
|
|
Annual compensation risk
assessment
|
Yes
|
A risk assessment of our compensation programs is performed on an annual basis.
|
|
Clawback provisions
|
Yes
|
We adopted a new Nasdaq-compliant Executive Clawback and Forfeiture Policy,
replacing our prior clawback and forfeiture policy, that requires the Compensation
Committee to seek recoupment, forfeiture or cancellation of certain compensation
of our Section 16 officers, as identified by us under Item 401(b) of Regulation S-K,
in the event of an accounting restatement due to the material noncompliance of
the Company with any financial reporting requirements under the securities law,
including any required accounting restatement to correct an error in previously
issued financial statements. There is also a clawback provision in the LTI award
agreements that allows for the forfeiture and recovery of LTI granted, earned,
vested or paid out if the participant violates a confidentiality agreement that must
be accepted as a condition of receiving the LTI award.
|
|
Independent compensation
consultant
|
Yes
|
The Compensation Committee retains an independent compensation consultant
to advise on the executive compensation program and practices and assist in the
benchmarking of compensation levels.
|
|
Double-trigger vesting
|
Yes
|
If outstanding LTI grants are assumed or substituted upon a change-in-control, the
vesting of the LTI grants will only be accelerated if the executive is terminated
without cause or terminates with good reason within two years of the change-in-
control (i.e., “double trigger vesting”).
|
|
Hedging of Company stock
|
No
|
Members of the Board of Directors, executive officers, director-level and above
team members, and other team members designated by the Company from time
to time as insiders may not directly or indirectly engage in transactions intended to
hedge or offset the market value of Sleep Number common stock owned by them.
|
|
Pledging of Company stock
|
No
|
Members of the Board of Directors, executive officers, director-level and above
team members, and other team members designated by the Company from time-
to-time as insiders may not directly or indirectly pledge Sleep Number common
stock as collateral for any obligation.
|
|
Tax gross-ups
|
No
|
We do not provide tax gross-ups to our executive officers, other than for relocation
benefits that are applied consistently for all team members.
|
|
LTI Grant Practices and Procedures
Policy
|
Yes
|
We have a policy that documents the practices and procedures for making LTI
grants to eligible team members including executive officers. This policy specifies
approval procedures, timing of awards and the award formulas that determine the
number of options or RSUs granted.
|
|
Repricing of stock options
|
No
|
Our equity incentive plan does not permit repricing of stock options without
shareholder approval or the granting of stock options with an exercise price below
fair market value.
|
|
Employment contracts
|
No
|
None of our NEOs has an employment contract that provides for continued
employment for any period of time.
|
|
37 | 2024 PROXY STATEMENT
|
OUR PAY
|
|
PAY ELEMENTS: WHAT WE DESIGNED, TARGETED AND PAID
2023 Compensation Structure
•
Our NEOs’ total direct compensation (TDC) is comprised of a base salary, an annual incentive (AIP or bonus) and
stock awards or long-term incentive (LTI). Each NEO also had some additional pay elements which are detailed
on the Summary Compensation Table and in the pages that follow.
•
We generally seek to align TDC opportunity within a competitive range of market median.
•
85
% of our CEO’s and 69% of our other NEOs’ target TDC is performance-based and fully at-risk.
•
NEOs’ realized pay varies significantly due to the high percentage of TDC that is at risk; the following pages will
illustrate how Sleep Number’s compensation plans are closely connected to the company performance.
•
No plan design changes were made to these elements from 2022 to 2023; changes to 2024 plan design are
noted where applicable in the following pages.
Base Salary
•
The Compensation Committee determines base salaries for NEOs each year considering multiple factors,
including positioning against external benchmarks, personal performance and contributions, internal equity,
succession planning, retention objectives and budget.
•
Salaries comprised 15% of our CEO’s and an average of 31% of our other NEOs’ TDC in 2023.
•
The Compensation Committee approved the salary
adjustments
below effective March 19, 2023. These
decisions were based on recognizing individual performance and contributions, as well as the NEOs pay
positioning against external benchmarks.
|
Name
|
Base Salary at
March 20, 2022
(Annualized)
|
Base Salary at
March 19, 2023
(Annualized)
|
|
Shelly R. Ibach
|
$1,200,000
|
$1,200,000
|
|
David R. Callen
(1)
|
$600,000
|
—
|
|
Christopher Krusmark
|
$412,500
|
$429,000
|
|
Francis Lee
(2)
|
—
|
$625,000
|
|
Andrea L. Bloomquist
|
$577,500
|
$606,375
|
|
Melissa Barra
|
$572,250
|
$595,140
|
|
Samuel R. Hellfeld
|
$500,000
|
$525,000
|
(1)
Mr. Callen separated from the company
effective March 3, 2023
.
(2)
Reflects Mr. Lee’s base salary upon his hire date effective August 14, 2023.
|
38 | 2024 PROXY STATEMENT
|
OUR PAY
|
|
Other NEOs
Annual Incentive Plan (AIP)
Design Overview
All Sleep Number team members participate in a variable pay program as part of our compensation philosophy to create
alignment between pay and performance. Our Annual Incentive Plan (AIP) provides our executive officers and more than
1,400 of our team members with an annual incentive opportunity contingent upon our adjusted EBITDA performance.
Our remaining team members are part of commission-based variable pay programs.
Adjusted EBITDA is a useful indicator of our annual financial performance and our ability to generate cash flow from
operating activities, which we believe to be an important source of our shareholder value creation. We define adjusted
EBITDA as net income plus: income tax expense, interest expense, depreciation and amortization, stock-based
compensation expense and asset impairments (as detailed in our quarterly and annual financial filings). For additional
information on adjusted EBITDA, including a reconciliation to net income see “Non-GAAP Data Reconciliations” on
pages 39 and 40 of our Annual Report on Form 10-K filed on
February 23, 2024
.
The design of our AIP has three main components that determine the amount of the payout earned by our NEOs for
Company performance: (a) base salary earned for the fiscal year, (b) the target incentive opportunity (as a % of base
salary earned), which is set each year by the Compensation Committee considering market data and the NEO’s position
and (c) the percent of the target payout earned for the year based on Company performance measured against goals for
adjusted EBITDA. It is the combination of these three components that results in the final AIP payout earned for our
NEOs.
|
Base Salary
Earned
|
X
|
AIP Target
Incentive
(% of Base Salary)
|
X
|
% of Target Payout
(earned for adjusted
EBITDA
performance
vs. goals)
|
=
|
AIP Annual
Payout Earned
|
Our AIP includes an opportunity to receive a progress payment if a first-half performance goal for adjusted EBITDA is
achieved or exceeded. The progress payment is equal to half of the AIP target incentive for the first half of the year. If
the progress payment is earned and paid out in July of the fiscal year, it is subtracted from the annual payout earned and
paid out following the end of the fiscal year in February. By having this opportunity for a progress payment in our AIP, it
reinforces the importance of starting out the year with strong first-half performance.
For fiscal year 2024, the Compensation Committee amended the
AIP design to remove the first-half progress payment
for executives
to emphasize the focus on full year performance.
Individual Target Incentive
Each executive officer has a target incentive that is expressed as a percent of the actual base salary earned for the fiscal
year. The Compensation Committee reviews these targets annually to ensure that they are aligned within a competitive
range of the median target incentives and total cash opportunities of our peers and the
market
(
See
“2023 Peer Group”
on page
36
and approach to “Benchmarking” on page
36
). The 2023 AIP target incentive percentage of base salary did
not change for all NEOs.
|
Name
|
AIP Target Incentive for 2023
(% of actual base salary earned)
|
|
Shelly R. Ibach
|
140%
|
|
Other NEOs
|
70%
|
|
39 | 2024 PROXY STATEMENT
|
OUR PAY
|
|
2023 Performance Goals
The Compensation Committee approved the following performance goals and range of payout opportunities for the
2023 AIP. These goals and payout opportunities were set to provide a strong motivation for achievement of performance
objectives and a reasonable sharing rate of incremental adjusted EBITDA. The following is an overview of the goals and
payout levels that were approved for the 2023
AIP:
•
Target - The performance goal for the target payout of 100% was set at adjusted EBITDA of $177.1 million, which
was equal to the Company’s Annual Operating Plan (AOP) for 2023. This represented a 19.7% increase compared
to our 2022 results.
•
Maximum - The performance goal for the maximum payout of 200% was set at adjusted EBITDA of $212.5
million, which was 20% above AOP and a 43.5% increase over 2022 results. The 200% payout opportunity is
designed to reward breakthrough performance. This level of upside opportunity was a decrease from our prior
year plan maximums of 250%.
•
Threshold - The performance goal for the threshold payout of 25% was set at adjusted EBITDA of $141.7 million,
which was 20% below AOP and 4.3% below 2022 results. This represented an appropriate starting point for the
threshold payout and was aligned with the approach taken by many of our peers and other similarly sized
companies.
|
AIP Payout
Earned
(% of Target)
|
Annual
Adjusted
EBITDA Goals
(in millions)
|
% of AOP
Achieved
|
|
|
Threshold
|
25%
|
$141.7
|
80%
|
|
Target
|
100%
|
$177.1
|
100%
|
|
Maximum
|
200%
|
$212.5
|
120%
|
For the progress payment opportunity, the Compensation Committee approved a first-half goal for 2023 of $83.3 million
in adjusted EBITDA, which was our AOP for the first half of the year.
2023 AIP Payout
Our adjusted EBITDA for 2023 was $126.7 million, down 14.4% from 2022 actual and
28.5% below the Company’s AOP,
which was the goal for target payou
t. For this level of adjusted EBITDA, no annual AIP payout was earned for 2023. No
adjustments were made to our reported adjusted EBITDA results in this determination of the AIP payout for 2023.
Our first-half adjusted EBITDA was $83.5 million, which was above the first-half adjusted EBITDA goal to earn a progress
payment for the 2023 AIP. As a result, in alignment with the 2023 AIP plan design, NEOs and all eligible participants
received the first-half progress payment in July 2023.
This first-half 2023 EBITDA target was set lower than 2022 actual
first half results, as 2022 first-half results benefited from the delivery of more than $100 million in margin-rich backlog
that was not repeatable in 2023
. As previously mentioned, the Compensation Committee amended the 2024 AIP design
to remove the first-half progress payment for NEOs to emphasize the focus on full year performance.
|
40 | 2024 PROXY STATEMENT
|
OUR PAY
|
|
The following table shows the full-year AIP target, as well as the first-half progress payment earned for 2023 by each
NEO.
|
Name
|
2023 Base
Salary
Earned
|
2023 AIP
Target
(% of Salary)
|
2023 AIP
Target
Incentive
Opportunity
|
2023 AIP
Actual Payout
Earned $
|
2023 Actual
Payout
Earned %
|
|
Shelly R. Ibach
|
$1,200,000
|
140.0%
|
$1,680,000
|
$420,000
|
25.0%
|
|
David R. Callen
(1)
|
$123,484
|
70.0%
|
$86,439
|
$40,385
|
46.7%
|
|
Christopher Krusmark
|
$425,192
|
70.0%
|
$297,634
|
$73,742
|
24.8%
|
|
Francis Lee
(2)
|
$228,365
|
70.0%
|
$159,856
|
$—
|
—%
|
|
Andrea L. Bloomquist
|
$599,712
|
70.0%
|
$419,798
|
$103,783
|
24.7%
|
|
Melissa Barra
|
$589,858
|
70.0%
|
$412,901
|
$102,301
|
24.8%
|
|
Samuel R. Hellfeld
|
$519,231
|
70.0%
|
$363,462
|
$89,856
|
24.7%
|
(1)
Reflects the prorated first-half progress payment Mr. Callen
was eligible for a prorated payout under the terms o
f the AIP.
(2)
Mr. Lee was ineligible for the mid-year progress payment due to his hire date of August 14, 2023.
Long-Term Incentive Plan (LTI)
Design Overview
LTI is the largest component of the total direct compensation opportunity for our executive officers. It provides a reward
opportunity that is directly aligned with the long-term interest of our shareholders. There is only payout value if we
achieve long-term Company performance goals or, for stock options, positive stock price appreciation. The grants have
multi-year vesting requirements which also assist in the retention of our executive team, which we believe is especially
important to execute a long-term oriented innovation strategy.
The design of our LTI includes two types of annual equity grants: Performance Stock Units (PSUs) and Stock Options. For
2023, our executive officers received an annual total LTI grant value that was split 75% in PSUs and 25% in Stock Options
(same mix as the 2022 LTI grants). This combination is all performance based and appropriately rewards our executive
officers for achieving long-term profitable growth and the creation of shareholder value.
|
Total LTI
Grant
Value
|
X
|
75%
|
=
|
PSUs
(Target Grant Value)
|
}
|
These LTI grants only have payout
value if Company performance goals
are achieved for PSUs or shareholder
value is created for stock options
|
|
X
|
25%
|
=
|
Stock Options
(Grant Value)
|
As a condition of accepting any LTI grant, our executive officers agree to reasonable restrictions on their activities during
and for a reasonable period of time after their respective termination of employment, including, but not limited to,
and
where permitted by law,
the
assignment of inventions,
non-competition
,
non-solicitation, confidentiality and an
agreement to arbitrate disputes.
PSU Grants
PSUs become vested on the third anniversary of the grant date, and a percent of target is earned, provided performance
exceeds established threshold goals, and paid out based on Company performance against annual growth goals over a
three-year performance period. The payout earned under the PSUs may be reduced based on an ROIC modifier (the
modifier can only reduce a payout, not increase it).
The performance metrics for 2023 PSUs, which are the same metrics
as the 2022 PSUs, are annual growth in net sales and NOP over fiscal years 2023, 2024 and 2025.
Prior to the grant date,
the Compensation Committee established annual growth goals for each of the three years, considering the Company’s
long-range strategic plan and performance growth targets. Performance against these annual growth goals will
|
41 | 2024 PROXY STATEMENT
|
OUR PAY
|
|
determine the percent of target payout earned for net sales and NOP for the entire performance period. The annual
measurement for either metric can yield a payout ranging from 50% to 200% of target, with no payout being earned if
performance is below the goal for a threshold payout.
At the end of the three-year performance period, the payout for PSUs is determined based on the average of the
payouts earned for each of the three years in the performance period, with net sales and NOP equally weighted each
year. By assessing growth achieved each year relative to long-term growth goals, our executive officers are able to make
the appropriate investments in the business during ever-changing market and competitive environments while
prioritizing long-term sustainable profitable growth.
The payout earned for the 2023 PSUs is subject to an ROIC modifier that can reduce (but not increase) the payout by up
to 20%. The reduction occurs if the three-year average basis points difference between adjusted ROIC and WACC for
the 2023 to 2025 period is below a certain threshold established by the Compensation Committee prior to the grant
date. The ROIC modifier reduces the payout earned if capital investments in the business do not generate returns that
are sufficiently above the WACC.
The following chart illustrates how the overall payout for 2023 PSUs, covering the 2023 to 2025 period, will be
determined, which is the same design as the 2022 PSUs.
|
Net Sales
|
NOP
|
||||
|
2023
|
Net sales
annual growth
each year
|
% of target payout earned for
net sales each year
|
2023
|
NOP
annual growth
each year
|
% of target payout earned for
NOP each year
|
|
2024
|
2024
|
||||
|
2025
|
2025
|
||||
|
Three-year average % of target earned for net sales
|
Three-year average % of target earned for NOP
|
||||
|
Overall
payout
:
|
Average of the % of target payout earned for net sales and NOP each year (equal weighting) times the
target number of PSUs granted; then subject to a potential reduction of up to 20% if the difference
between adjusted ROIC and WACC is below a certain threshold
|
The target number of PSUs for the 2023 award was determined by dividing the grant value (equal to 75% of the
executive officer’s total LTI grant value) by the estimated grant date fair value per share, which is calculated using the 20-
day average stock price leading up to grant date to mitigate short-term stock price volatility. See the footnotes to the
“Summary Compensation Table” and “Grants of Plan-Based Awards” for a description of how grant date fair value is
determined for purposes of the disclosure in these tables.
For PSUs granted to our NEOs as part of our annual LTI award process on March 15, 2023, the 20-day average closing
share price was $34.96. For an additional grant of PSUs made to our CFO in connection with his hire on August 15, 2023,
the 20-day average closing share price was $32.41.
Stock Option Grants
Stock options vest in three equal annual installments on each of the anniversaries following the grant date. Their term
expires 10 years after the grant date, provided they have not been exercised or cancelled earlier due to certain events,
and their exercise price is equal to the closing trading price of the Company’s common stock on the grant date.
The number of stock options granted in 2023 was determined by dividing the option grant value (25% of the executive
officer’s total LTI grant value) by the calculated grant date fair value per stock option. In this calculation of the grant-date
option value, we derive a Black-Scholes value under generally accepted accounting principles, using a 20-day average
stock price leading up to grant date to mitigate short-term stock price volatility. See the footnotes to the “Summary
|
42 | 2024 PROXY STATEMENT
|
OUR PAY
|
|
Compensation Table” and “Grants of Plan-Based Awards” for a description of how grant date fair value is determined
for purposes of the disclosure in these tables.
For stock options granted to our NEOs as part of our annual LTI award process on March 15, 2023, the 20-day average
closing share price was $34.96, estimated Black-Scholes value per option was $20.62, and the option exercise price was
$28.41. For special grant made to our CFO in connection with
his hire on August
15
, 2023
, the 20-day average closing
share price was $32.41, estimated Black-Scholes value per option was $19.44, and the option exercise price was $27.28.
RSU Grants
In recognition of his service as interim CFO, Mr. Krusmark received an RSU grant valued at $150,000 September 5, 2023;
the 20-day average closing share price was $25.81.
In connection with his hire, our CFO Mr. Lee received an RSU grant valued at $800,000 August 15, 2023; the 20-day
average closing share price was $32.41.
LTI Grant Values
The Compensation Committee approves a total LTI grant value for each executive officer, considering the executive
officer’s performance and level of responsibility, as well as the competitive positioning of the officer’s targeted total
direct compensation. The Compensation Committee seeks to make annual LTI grants to provide a total direct
compensation opportunity that is within a competitive range of the market median.
The following table summarizes the annual LTI grants made to our NEOs in 2023, and the split in grant value between
PSUs (75%) and Stock Options (25%). See “Grants of Plan-Based Awards” for more information on these awards.
|
Name
|
Annual LTI Grants during 2023
(Granted March 15, 2023)
|
PSU grants only have
payout value if Company
performance goals are
achieved.
|
||
|
PSU
Grant Value at
Target
|
Stock Option
Grant Value
|
Total LTI
Grant Value
|
||
|
Shelly R. Ibach
|
$4,237,500
|
$1,412,500
|
$5,650,000
|
Stock options only have
value
if shareholder value
is created.
|
|
David R. Callen
|
$—
|
$—
|
$—
|
|
|
Christopher Krusmark
(1)
|
$543,750
|
$181,250
|
$725,000
|
|
|
Francis Lee
(2)
|
$—
|
$—
|
$—
|
|
|
Andrea L. Bloomquist
|
$1,012,500
|
$337,500
|
$1,350,000
|
|
|
Melissa Barra
|
$1,012,500
|
$337,500
|
$1,350,000
|
|
|
Samuel R. Hellfeld
|
$843,750
|
$281,250
|
$1,125,000
|
|
(1)
In addition to the amounts shown above, the Compensation Committee approved a special LTI grant for Mr. Krusmark in recognition of his service as
interim CFO. The LTI grant value was $150,000 in the form of time-vested RSUs. The date of the grant was September 5, 2023. The number of RSUs
granted was based on a 20-day average closing share price of $25.81. The RSUs are subject to a two-year ratable vesting requirement with the
award becoming fully vested two years from the date of grant subject to the terms and conditions of the RSU award agreement. See “Grants of Plan-
Based Awards” for more information on this award.
(2)
The Compensation Committee approved a special LTI grant for Mr. Lee as part of his CFO hiring package. The LTI grant value was $3,100,000. This
grant was in the form of Non-Qualified Stock Options, PSUs and RSU weighted 45.2%, 29% and 25.8% respectively. The date of the grant was
August 15, 2023. The 20-day average closing share price used to determine the number of shares was $32.41. All awards are subject to a three-year
ratable vesting requirement with the award becoming fully vested three years from the date of grant subject to the terms and conditions of the
applicable award agreements. See “Grants of Plan-Based Awards” for more information on this award.
Note: The actual grant date fair value for these LTI grants as disclosed in the Summary Compensation Table varies from the amounts shown above due
to share count rounding and valuation assumptions as described in the footnotes to the “Grants of Plan-Based Awards” table on page
51
.
|
43 | 2024 PROXY STATEMENT
|
OUR PAY
|
|
2021 PSU Payout
The 2021 PSUs covering the 2021 to 2023 period, which are similar in design to the 2023 PSUs, were granted on March
15, 2021 and vested and paid out on March 15, 2024 in the form of shares of common stock, less tax withholding settled
in shares of common stock. Based on net sales and NOP annual growth over the three fiscal years (2021, 2022 and
2023), the overall payout earned for the 2021 PSUs was 43.1% of target. As described below, this was an average of the
percent of target payout earned for growth in net sales and NOP in each of the three years covered by the award. The
ROIC modifier, which could have reduced this payout, did not apply.
The
following are the annual growth
goals
that were established for the 2021 PSU grant.
|
% of
Target
Payout
Earned
|
Annual
Growth in
Net Sales
|
Annual
Growth in
NOP
|
Average Difference in
Basis Points Between
Adjusted ROIC and
WACC
|
% Reduction in Target
Number of PSUs
|
||
|
Threshold
|
50%
|
3%
|
4%
|
300 or more
|
No reduction
|
|
|
Target
|
100%
|
5%
|
8%
|
200 to 299
|
-5%
|
|
|
Maximum
|
200%
|
12%
|
16%
|
100 to 199
|
-10%
|
|
|
1 to 99
|
-15%
|
|||||
|
0 or less
|
-20%
|
The following chart shows the actual performance achieved for the performance period and how the total payout for
2021 of 43.1% of target was determined.
|
Net Sales
($M)
|
% Annual
Growth
|
% of Target
Earned
|
NOP
($M)
(1)
|
% Annual
Growth
(2)
|
% of Target
Earned
|
Average %
of Target
Earned
|
|
|
2021
|
$2,185
|
17.7%
|
200.0%
|
$193.5
|
4.7%
|
58.4%
|
129.2%
|
|
2022
|
$2,114
|
-3.2%
|
0%
|
$67.9
|
-64.9%
|
0%
|
0%
|
|
2023
|
$1,887
|
-10.7%
|
0%
|
$38.7
|
-58.2%
|
0%
|
0%
|
|
Three-year average:
|
66.7%
|
Three-year average:
|
19.5%
|
43.1%
|
|||
(1)
2023 NOP is adjusted for $15.7M in restructuring costs. See “Reported to Adjusted Statements of Operations Data Reconciliation” on page 11 of
our
Form 8-K
filed on February 22, 2024.
(2)
The 2021 PSU plan provided that the annual NOP percentage growth rate will not in any case be determined from a base NOP level that is less than
50% of the 2020 NOP. As 2022 NOP was less than 50% of 2020 NOP, this percentage change for 2023 NOP represents annual growth compared to
50% of fiscal year 2020 NOP.
Total payout actually earned: 43.1% of target
(equal weighting of average payout earned on Net Sales and NOP)
The following chart shows the calculation of the average difference between adjusted ROIC and WACC for the
performance period.
|
Adjusted ROIC
|
WACC
|
Adjusted ROIC Premium in
Basis Points vs. WACC
|
|
|
2021
|
47.2%
|
7.3%
|
3,390
|
|
2022
|
17.6%
|
10.1%
|
750
|
|
2023
|
7.8%
|
9.1%
|
-130
|
|
Three-year average:
|
1,337
|
||
|
44 | 2024 PROXY STATEMENT
|
OUR PAY
|
|
ROIC modifier was not applied to this payout. The three-year average premium of 1,337 basis points was above the
threshold of 300 basis points.
Chief
Financial Officer Transition
On January 30, 2023, David Callen stepped down from his position as Executive Vice President and Chief Financial
Officer. He continued to serve in an advisory role to the company through March 3, 2023. This was an involuntary
termination of employment not for cause which made Mr. Callen eligible for severance pay benefits under the
Company’s Executive Severance Pay Plan. This plan is described in more detail in the compensation
table in the section
Upon Mr. Callen’s departure, Mr. Krusmark, Executive Vice President and Chief Human Resources Officer was appointed
as Interim Chief Financial Officer. Mr. Krusmark received a cash and Restricted Stock Unit (RSU) award in recognition for
his service in this role. Details of this can be found in the Summary Compensation Table found on page
49
.
Effective August 14, 2023, Francis Lee was appointed Executive Vice President and Chief Financial Officer. Mr. Lee
joined the company with extensive experience in corporate finance and strategy spanning product, retail and technology
companies including Nike, Gap, Inc. and Wyze Labs. As part of his offer of employment, Mr. Lee received target annual
compensation of:
•
Annual base salary of $625,000;
•
Target Annual Incentive Plan equal to 70% of his base salary; and
•
Target annual Long-Term Incentive Plan of $1,200,000, with normal annual grants commencing in 2024.
As a crucial hire for Sleep Number’s executive team, in addition to his target compensation package, Mr. Lee was
offered one time awards to offset pay elements being forfeited by his prior employer:
•
Cash sign-on bonus of $300,000, which was paid shortly following his commencement with the Company;
•
Stock option award valued at $1,400,000, vesting in three equal annual installments;
•
Performance stock unit award valued at $900,000, vesting three years after the date of grant based on 2023,
2024 and 2025 financial performance; and
•
Restricted
Stock Unit
award valued at $800,000, vesting in three equal annual installments.
Benefits and Perquisites
Benefits
Our executive officers participate in the benefit programs provided to our benefit eligible team members. This includes
Company provided medical, dental, basic life, short-term disability, long-term disability and a matched 401(k) plan. Our
NEOs participate in the 401(k) plan on the same basis as all other team members. There is no supplemental matching
program, excess plan or other executive retirement program. The value of the 401(k) matching contribution made by the
Company for our NEOs is included in “All Other Compensation” as disclosed in the “Summary Compensation Table” on
Non-Qualified Deferred Compensation Plan
As described in more detail on page
55
,
our executive officers, along with other leaders, may elect to defer a portion of
their salary, AIP payout and PSU/RSU payout under this non-qualified deferred compensation plan. The Company does
not make any contributions to this plan on behalf of participants. The plan offers a range of investment options for the
tracking of an investment return on the deferrals, and participants can elect how their deferrals will be distributed in the
future.
|
45 | 2024 PROXY STATEMENT
|
OUR PAY
|
|
Executive Benefits and Perquisites
Consistent with our commitment to emphasize pay for performance in our mix of total compensation, our executive
officers receive very few executive benefits and perquisites. The Company provides two perquisites to our executive
officers – financial counseling and an annual executive physical exam. The annual limit for financial counseling was
$20,000 for our CEO and $10,000 for our other NEOs. The Company pays for the cost after insurance coverage of an
annual executive physical exam. Amounts reimbursed for financial counseling or the executive physical exam are fully
taxable to the executive, and there is no “gross up” by the Company to cover these taxes for the executive. Additionally,
the Compensation Committee approved the payment of certain one-time security enhancement costs and ongoing
security monitoring expenses for our CEO that were recommended as part of a security study conducted by an
independent third-party security consultant. The total amount paid by the Company in 2023 that was included in the “All
Other Compensation” column of the “Summary Compensation Table” on page
49
was $83,982, which except for $2,069
represented one-time costs.
Employment Agreements
We do not have employment agreements with any of our executive officers that provide for continued employment for
any period of time.
Severance Plan
Our executive officers and other key leaders of the Company participate in the Sleep Number Executive Severance Pay
Plan. This plan provides for severance pay, prorated incentive payment and other benefits such as outplacement and
limited COBRA reimbursement in the event of involuntary termination of employment not for cause or termination for
good reason, including for events following a change-in-control, as those terms are defined in the plan. Mr. Callen
departed as our CFO on January 30, 2023. This was an involuntary termination of employment not for cause which made
Mr. Callen eligible for severance pay benefits under this plan. This plan is described in more detail in the compensation
table in the section labeled “Potential Payments Upon Termination or Change in Control” starting on page
55
.
COMPENSATION OVERSIGHT AND PROCESSES
Compensation Philosophy and Approach
Our executive compensation program is designed to support our long-term strategic orientation. It is competitive,
heavily weighted toward performance-based incentive programs and allows for appropriate risk taking and investments
in the business as we execute our consumer innovation strategy. Our incentive programs reward our executive officers
for superior performance to deliver sustainable, profitable growth. The incentive opportunities are tied to multiple
financial metrics that support our business strategy and are aligned with stakeholder interests.
Our executive compensation program is designed to:
•
Attract, motivate and retain a talented management team to achieve superior Company performance that is
sustainable over time;
•
Provide a market competitive total compensation opportunity that is predominantly performance based and at
risk;
•
Reward executives for achieving financial performance goals and creating shareholder value; and
•
Reinforce our philosophy of pay for performance with opportunities to earn market competitive compensation.
Tax Considerations
Section 162(m) of the Internal Revenue Code generally places a $1 million limit on the amount a publicly held company
can deduct in any tax year on compensation paid to each “covered employee” which includes our NEOs. While the
|
46 | 2024 PROXY STATEMENT
|
OUR PAY
|
|
Compensation Committee considers tax deductibility as one of many factors in determining executive compensation, the
Compensation Committee will award or modify compensation that it determines to be consistent with the goals of our
executive compensation program even if such compensation is not tax deductible by the Company.
We currently expect that we will continue to structure our executive compensation program consistent with our pay for
performance philosophy so that a significant portion of total executive compensation is linked to the performance of our
Company.
Compensation Committee and Governance
The Compensation Committee is comprised entirely of independent, non-employee Directors. The key responsibilities of
the Compensation Committee as outlined in its charter
include:
•
Review and approve the Company’s compensation philosophy;
•
Establish executive compensation structure and programs designed to motivate and reward superior Company
performance;
•
Lead the Board of Directors’ annual process to evaluate the performance of the CEO;
•
Determine the composition and value of compensation for the CEO and other executive officers including base
salaries, annual cash incentive awards, long-term equity-based awards, benefits and perquisites;
•
Establish, administer, amend and terminate executive compensation and major team member benefit programs;
•
Periodically review the Company’s objectives and programs for talent management, including initiatives focused
on wellbeing and diversity, equity and inclusion;
•
Assess management development progress and talent depth, organizational strategy and succession planning
for key leadership positions in the context of the Company’s strategic, operational and financial growth
objectives; and
•
Establish structure and amount of non-employee Director compensation.
The Compensation Committee usually meets five to six times per year, in person or virtually. Our Chair and CEO,
independent Lead Director, certain members of our management team and the Compensation Committee’s
independent compensation consultant may be invited to attend all or a portion of a Committee meeting, depending on
the nature of the agenda. The Compensation Committee meets in executive session, as needed, without members of
management present.
Neither our Chair and CEO nor any other member of our management team votes on any matters before the
Compensation Committee. The Compensation Committee, however, solicits the views of our CEO on compensation
matters, other than her own, and particularly with respect to the compensation of members of the management team
reporting to the CEO. The Compensation Committee also solicits the views of other members of senior management
and the Company’s Human Resources leaders on topics related to key compensation elements and broad-based team
member benefit plans.
Role of Independent Compensation Consultant
Under its charter, the Compensation Committee has the authority to retain and consult with independent advisors to
assist in fulfilling their responsibilities and duties. To maintain the independence of these advisors, use by the Company
of any of these advisors for work other than that expressly commissioned by the Compensation Committee must be
approved in advance by the Compensation Committee.
Since fiscal 2013, the Compensation Committee has retained Frederic W. Cook & Co., Inc. (FW Cook) as its independent
compensation consultant. At the Compensation Committee’s request each year, FW Cook certifies that it continues to
|
47 | 2024 PROXY STATEMENT
|
OUR PAY
|
|
be an independent advisor and discloses information in a letter to the Compensation Committee that demonstrates this
independence. The Compensation Committee assessed this certification and disclosure information and concluded that
no conflict of interest or independence concerns exist in the engagement of FW Cook as the Compensation
Committee’s independent compensation consultant. In the course of its engagement, the independent compensation
consul
tant:
•
Provides on-going assessment of each of the principal elements of the Company’s executive compensation
program;
•
Advises the Compensation Committee on the design of both the annual cash incentive plan and the long-term
equity incentive program;
•
Works with the Compensation Committee and representatives of senior management to assess and refine the
Company’s peer group for ongoing comparative analysis purposes;
•
Provides the Compensation Committee with updates related to regulatory and legislative matters;
•
Reviews market data, trends and analyses based on proxy data for our peers and other data sources to inform
executive compensation levels and design; and
•
Provides advice and guidance to the Compensation Committee on pay actions for executives.
CEO Assessment Process
The Compensation Committee evaluates Ms. Ibach’s performance by soliciting input from all members of the Board. The
Board also assesses Ms. Ibach’s performance against objectives incorporating key strategic and operational factors,
including growth, profitability, innovation, advancement of strategic initiatives, organizational development and
stakeholder relations. The CEO performance feedback from all independent Board members is consolidated into a
report which is the basis of a full Board discussion in Executive Session led by the Chair of the Compensation
Committee. The Board’s assessment of Ms. Ibach’s performance is a major consideration in determining any
compensation adjustments for the coming year.
Compensation Risk Assessment
Based on an annual risk assessment, the Company has determined that none of its compensation policies, practices or
programs is reasonably likely to have a material adverse effect on the Company. The results of this risk assessment were
shared with the Compensation Committee.
Stock Ownership Guidelines
Encouraging stock ownership among our executive officers is critical in aligning their interests with those of our
shareholders. The Company has a stock ownership guideline policy in place for executive officers as well as for members
of the Board of Directors. Under the policy, all executive officers and non-employee Directors are expected to achieve
the ownership guideline within five years of first becoming an executive officer or being initially elected to the Board of
Directors.
According to the policy, the stock ownership value for executive officers includes: (a) shares owned outright, (b) shares
held in the Profit Sharing and 401(k) Plan or the Executive Deferral Plan, (c) after-tax intrinsic value of vested and
outstanding stock options, and (d) after-tax value of outstanding PSUs (prorated to the extent that any year of the
performance period has been completed and the payout for that year is known). For non-employee Directors, the stock
ownership value includes: (a) shares owned outright, (b) shares deferred in lieu of Director fees, (c) shares deferred from
vested RSU awards, and (d) unvested and outstanding RSU awards.
Until the guideline is met, executive officers are required to hold 50% of the net shares from the vesting or payout of any
LTI grant or from the exercise of stock options. For non-employee Directors, they are not permitted to sell any shares
|
48 | 2024 PROXY STATEMENT
|
OUR PAY
|
|
except to the extent required to pay the exercise price, transaction costs and taxes applicable to the exercise of stock
options or vesting of RSUs. As of the end of fiscal year 2023, the table below summarizes the current ownership levels
compared to the ownership guideline.
|
Ownership Guideline
|
Current Ownership
(1)
|
|
|
CEO
|
5 x annual base salary
|
3.5 x
|
|
Average of NEOs (other than CEO)
(2)
|
3 x annual base salary
|
1.3 x
|
|
Average of Non-employee Directors
|
5 x annual cash retainer
|
2.7 x
|
(1)
Current ownership as determined under the stock ownership guideline policy and based on a closing share price on December 29, 2023, of $14.83.
The ownership multiples reported last year as of December 30, 2022, were 8.5x for CEO; 2.6x for average of NEOs (other than CEO); and 12.8x for
average of Non-employee Directors.
(2)
Excludes Mr. Callen, who terminated from the company on March 3, 2023, and Mr. Lee, who is within the first five years of becoming an executive
officer.
As the table shows, current ownership levels are below guidelines. This is attributed to the decline in share price in 2023.
Total shares owned outright by each NEO increased in 2023 (not counting what is considered ownership for vested stock
options or the earned portion of outstanding PSUs).
KEY TABLES AND GRAPHS
Summary Compensation Table
The following table contains compensation information for the last three fiscal years relating to the NEOs. Note that the
AIP awards earned for each fiscal year are reported under the heading “Non-Equity Incentive Plan Compensation.” The
values shown under the headings “Stock Awards” and “Option Awards” are the grant date fair values of the awards
received in each fiscal year. This does not represent what was earned or paid out for these awards due to performance.
The details of our NEOs’ compensation are discussed in the Compensation Discussion and Analysis beginning on page
29
.
|
Name
And Principal
Position
|
Year
|
Salary
($)
|
Bonus
($)
(9)
|
Stock
Awards
(1)(2)
($)
|
Option
Awards
(1)
($)
|
Non-
Equity
Incentive
Plan
Compensation
(3)
($)
|
All Other
Compensation
(4)
($)
|
Total
($)
|
|
Shelly R. Ibach
President and CEO
|
2023
|
$1,200,000
|
—
|
$3,444,144
|
$1,165,494
|
$420,000
|
$119,553
|
$
|
|
2022
|
$1,189,615
|
—
|
$4,037,198
|
$1,382,187
|
$0
|
$93,614
|
$6,702,614
|
|
|
2021
|
$1,142,308
|
—
|
$4,823,555
|
$1,616,788
|
$1,921,280
|
$95,640
|
$9,599,571
|
|
|
David R. Callen
Former EVP and CFO
(7)
|
2023
|
$123,484
|
—
|
—
|
—
|
$40,385
|
$1,103,661
|
$1,267,530
|
|
2022
|
$594,483
|
—
|
$857,382
|
$294,152
|
$0
|
$14,748
|
$1,760,765
|
|
|
2021
|
$566,246
|
—
|
$914,888
|
$306,658
|
$483,574
|
$17,060
|
$2,288,426
|
|
|
Christopher D. Krusmark
EVP and Chief
Human Resources
Officer, Former Interim
CFO
(6)
|
2023
|
$425,192
|
$70,000
|
$590,343
|
$149,579
|
$73,742
|
$17,014
|
$1,325,870
|
|
Francis K. Lee
EVP and CFO
(5)
|
2023
|
$228,365
|
$300,000
|
$1,431,245
|
$1,194,801
|
$0
|
$10,488
|
$3,164,899
|
|
Andrea L. Bloomquist
EVP and Chief
Innovation Officer
|
2023
|
$599,712
|
—
|
$823,038
|
$278,483
|
$103,783
|
$18,468
|
$1,823,484
|
|
2022
|
$571,154
|
—
|
$750,094
|
$257,343
|
$0
|
$17,751
|
$1,596,342
|
|
|
2021
|
$511,791
|
—
|
$790,699
|
$264,908
|
$437,070
|
$16,961
|
$2,021,429
|
|
|
Melissa Barra
EVP and Chief Sales
and Services Officer
|
2023
|
$589,858
|
—
|
$823,038
|
$278,483
|
$102,301
|
$24,889
|
$1,818,569
|
|
2022
|
$565,962
|
—
|
$750,094
|
$257,343
|
$0
|
$20,725
|
$1,594,124
|
|
|
2021
|
$509,099
|
—
|
$769,388
|
$257,888
|
$434,770
|
$18,474
|
$1,989,619
|
|
|
Samuel R. Hellfeld
EVP and Chief Legal
and Risk Officer
(8)
|
2023
|
$519,231
|
—
|
$685,817
|
$232,112
|
$89,856
|
$20,243
|
$1,547,259
|
|
2022
|
$488,115
|
—
|
$714,639
|
$196,101
|
$0
|
$18,394
|
$1,417,249
|
|
|
49 | 2024 PROXY STATEMENT
|
OUR PAY
|
|
(1)
Reflects the aggregate grant date fair value of equity awards granted during fiscal years 2023, 2022 and 2021, computed in accordance with FASB
ASC Topic 718. See Notes to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended
December 30, 2023, for a discussion of the relevant assumptions used in calculating these amounts.
(2)
The “Stock Awards” column includes Performance Stock Unit (PSU) awards granted during fiscal years 2023, 2022 and 2021. The amounts included
for these awards represent the grant date fair value assuming the achievement of the performance goals for a target payout. If the PSU awards
granted during fiscal year 2023 had been calculated assuming that the maximum payout had been earned, the grant date fair value of these PSU
awards would have been as follows: for Ms. Ibach, $6,888,288 (target of $3,444,144); for Mr. Krusmark, $884,120 (target of $442,060); for Mr. Lee,
$1,515,404 (target of $757,702); for Ms. Bloomquist, $1,646,076 (target of $823,038); for Ms. Barra, $1,646,076 (target of $823,038); and for Mr.
Hellfeld, $1,371,634 (target of $685,817). Also included in this column is the grant date fair value of Restricted Stock Unit (RSU) awards granted
during fiscal year 2023 to Mr. Krusmark ($148,283) and Mr. Lee ($673,543), as disclosed in the “Grants of Plan-Based Awards” table.
(3)
Represents annual incentive compensation earned under the AIP. See the discussion in the Compensation Discussion and Analysis under the
heading “Annual Incentive Plan (AIP).”
Also included is the prorated AIP payment made to Mr. Callen under the terms of the AIP.
(4)
The amounts in the “All Other Compensation” column include but are not limited to the costs of (a) reimbursement for personal financial planning
and tax advice; (b) Company sponsored physical exam; and (c) Company matching contribution to the 401(k) Plan according to a matching formula
and contribution limits that are the same for all participants. For the CEO, the amounts shown for fiscal year 2021, 2022 and 2023 include the
payment of certain one-time security enhancement costs and ongoing security monitoring expenses that were recommended as part of a security
study conducted by an independent third-party security consultant. The total amount paid by the Company in 2023 for those security enhancements
and monitoring was
$83,982
, which except for $2,069 represented one-time costs.
Also includes payment to Mr. Callen as part of his severance
package for $1,097,330.
(5)
Mr. Lee assumed the role of Executive Vice President and Chief Financial Officer on August 14, 2023.
(6)
Mr. Krusmark assumed the role of Interim Chief Financial Officer from January 30, 2023 to August 14, 2023.
(7)
Mr. Callen departed as CFO effective January 30, 2023, but he continued to serve in an advisory role to the Company through March 3, 2023.
(8)
Mr. Hellfeld assumed the role of Executive Vice President and Chief Legal and Risk Officer on March 15, 2022.
(9)
Reflects cash awards granted to Mr. Krusmark in recognition of his role as interim CFO, and a cash award granted to Mr. Lee in connection with his
hiring.
|
50 | 2024 PROXY STATEMENT
|
OUR PAY
|
|
Grants of Plan-Based Awards
The following table
summarizes for each of the NEOs the non-equity incentive award opportunity under the AIP for fiscal
year 2023 and the equity awards made during the fiscal year 2023.
|
Name
|
Grant
Date
|
Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards
(1)
|
Estimated Future Payouts
Under Equity Incentive
Plan Awards
|
All
Other
Stock
Awards:
Number
of Shares
of Stock
or Units
(#)
|
All
Other
Option
Awards:
Number
of
Securities
Under-
lying
Options
(#)
|
Exercise
or Base
Price of
Option
Awards
($/Sh)
|
Grant
Date
Fair
Value of
Stock and
Option
Awards
($)
(6)
|
||||
|
Thresh-
old
($)
|
Target
($)
|
Maxi-
mum
($)
|
Thresh-
old
(#)
|
Target
(#)
|
Maxi-
mum
(#)
|
||||||
|
Shelly R.
Ibach
|
$420,000
|
$1,680,000
|
$3,360,000
|
||||||||
|
3/15/23
(2)
|
10,063
|
121,230
|
242,460
|
$3,444,144
|
|||||||
|
3/15/23
(3)
|
68,490
|
$28.41
|
$1,165,494
|
||||||||
|
David R.
Callen
|
$40,385
|
$86,439
|
$172,877
|
||||||||
|
Christopher
D. Krusmark
|
$73,742
|
$300,300
|
$600,600
|
||||||||
|
3/15/23
(2)
|
1,292
|
15,560
|
31,120
|
$442,060
|
|||||||
|
3/15/23
(3)
|
8,790
|
$28.41
|
$149,579
|
||||||||
|
9/5/23
(5)
|
5,815
|
$148,283
|
|||||||||
|
Francis K.
Lee
|
$41,652
|
$166,610
|
$333,219
|
||||||||
|
8/15/23
(2)
|
2,306
|
27,775
|
55,550
|
$757,702
|
|||||||
|
8/15/23
(4)
|
24,690
|
$673,543
|
|||||||||
|
8/15/23
(3)
|
72,005
|
$27.28
|
$1,194,801
|
||||||||
|
Andrea L.
Bloomquist
|
$103,783
|
$424,480
|
$848,960
|
||||||||
|
3/15/23
(2)
|
2,405
|
28,970
|
57,940
|
$823,038
|
|||||||
|
3/15/23
(3)
|
16,365
|
$28.41
|
$278,483
|
||||||||
|
Melissa
Barra
|
$102,301
|
$416,570
|
$833,140
|
||||||||
|
3/15/23
(2)
|
2,405
|
28,970
|
57,940
|
$823,038
|
|||||||
|
3/15/23
(3)
|
16,365
|
$28.41
|
$278,483
|
||||||||
|
Samuel R.
Hellfeld
|
$89,856
|
$367,500
|
$735,000
|
||||||||
|
3/15/23
(2)
|
2,004
|
24,140
|
48,280
|
$685,817
|
|||||||
|
3/15/23
(3)
|
13,640
|
$28.41
|
$232,112
|
||||||||
(1)
This represents the cash annual incentive opportunity for 2023 under the AIP. The actual amounts earned under this plan for 2023 are reported in the
Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. The threshold reflects the amount that would be payable
under the plan if only the minimum performance level for first half of 2023 is achieved, which would result in an AIP payout of only the first-half
progress payment. If the minimum performance level for payment of the threshold amount is not achieved, then no incentive would be payable
under the plan. See discussion in the Compensation Discussion and Analysis under the heading “Annual Incentive Plan (AIP).”
Represents prorated
amounts for Messrs. Callen and Lee based on partial year eligibility.
(2)
This represents PSU awards described in greater detail in the Compensation Discussion and Analysis under the heading, “Long-Term Incentive Plan
(LTI).” The target number of PSUs will be adjusted based on Company performance against annual growth goals over a three-year performance
period covering fiscal years 2023, 2024 and 2025. There can also be a reduction in the target number of PSUs if the average difference between
Adjusted ROIC and WACC is below a certain threshold. PSUs are also subject to a three-year vesting requirement from the grant date. If any
dividends are paid on our common stock, the holders of the PSUs would receive dividends at the same rate as paid to other shareholders if and
when the PSU award is earned and becomes fully vested.
(3)
These awards represent stock options described in greater detail in the Compensation Discussion and Analysis under the heading, “Long-Term
Incentive Plan (LTI).” These stock options have an exercise price equal to the closing trading price of the Company’s common stock on the grant
date. The options vest in three equal annual installments on each of the anniversaries following the grant date. These options remain exercisable for
up to 10 years from the grant date, subject to earlier termination upon certain events related to termination of employment.
(4)
This RSU award was granted to Mr. Lee in connection with his hiring as Chief Financial Officer and vests one-third each year on each of the first three
anniversaries of the date of grant, subject to continuing employment through the applicable vesting date.
(5)
This RSU award was granted to Mr. Krusmark in recognition of his service as Interim Chief Financial Officer and vests one-half each year on each of
the first two anniversaries of the date of grant, subject to continuing employment through the applicable vesting date.
(6)
Reflects the grant date fair value computed in accordance with FASB ASC Topic 718. The value for PSU awards reflects the target award value.
|
51 | 2024 PROXY STATEMENT
|
OUR PAY
|
|
Outstanding Equity Awards at Fiscal Year-End
The following table summarizes the total outstanding equity awards for each of the NEOs as of
December 30, 2023
.
|
|
Option Awards
|
Stock Awards
|
||||||
|
Name
|
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
($)
(16)
|
Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other Rights
That Have
Not Vested
(#)
|
Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other Rights
That Have
Not Vested
($)
(16)
|
|
Shelly R. Ibach
|
36,575
|
—
|
$18.81
|
3/22/2026
|
—
|
—
|
—
|
—
|
|
|
53,720
|
—
|
$23.61
|
3/21/2027
|
—
|
—
|
—
|
—
|
|
|
51,095
|
—
|
$34.35
|
3/21/2028
|
—
|
—
|
—
|
—
|
|
|
40,405
|
—
|
$47.00
|
3/29/2029
|
—
|
—
|
—
|
—
|
|
|
10,045
|
—
|
$43.91
|
9/18/2029
|
—
|
—
|
—
|
—
|
|
|
67,325
|
—
|
$35.68
|
3/15/2030
|
—
|
—
|
—
|
—
|
|
|
14,587
|
7,293
(1)
|
$146.97
|
3/15/2031
|
—
|
—
|
—
|
—
|
|
|
—
|
—
|
—
|
—
|
14,146
(2)
|
$209,785
|
—
|
—
|
|
13,517
|
27,033
(3)
|
$61.66
|
3/15/2032
|
—
|
—
|
—
|
—
|
|
|
—
|
—
|
—
|
—
|
—
|
—
|
60,825
(5)
|
$902,035
|
|
|
1,447
|
2,893
(6)
|
$41.95
|
5/16/2032
|
—
|
—
|
—
|
—
|
|
|
—
|
—
|
—
|
—
|
—
|
—
|
6,835
(7)
|
$101,363
|
|
|
—
|
68,490
(8)
|
$28.41
|
3/15/2033
|
—
|
—
|
—
|
—
|
|
|
|
—
|
—
|
—
|
—
|
—
|
—
|
121,230
(9)
|
$1,797,841
|
|
David R. Callen
|
4,420
|
—
|
$33.32
|
3/3/2024
|
—
|
—
|
—
|
—
|
|
|
11,600
|
—
|
$23.61
|
3/3/2024
|
—
|
—
|
—
|
—
|
|
|
8,940
|
—
|
$34.35
|
3/3/2024
|
—
|
—
|
—
|
—
|
|
|
6,845
|
—
|
$47.00
|
3/3/2024
|
—
|
—
|
—
|
—
|
|
9,824
|
—
|
$35.68
|
3/3/2024
|
—
|
—
|
—
|
—
|
|
|
2,097
|
—
|
$88.76
|
3/3/2024
|
—
|
—
|
—
|
—
|
|
|
2,716
|
—
|
$146.97
|
3/3/2024
|
—
|
—
|
—
|
—
|
|
|
—
|
—
|
—
|
—
|
1,757
(14)
|
$26,056
|
—
|
—
|
|
|
2,983
|
—
|
$61.66
|
3/3/2024
|
—
|
—
|
—
|
—
|
|
|
|
—
|
—
|
—
|
—
|
—
|
—
|
4,475
(15)
|
$66,364
|
|
Christopher D. Krusmark
|
1,630
|
$47.00
|
3/29/2029
|
—
|
—
|
—
|
—
|
|
|
3,850
|
$35.68
|
3/15/2030
|
—
|
—
|
—
|
—
|
||
|
1,383
|
692
(1)
|
$146.97
|
3/15/2031
|
—
|
—
|
—
|
—
|
|
|
—
|
—
|
—
|
—
|
1,343
(2)
|
$19,917
|
—
|
—
|
|
|
1,675
|
3,350
(3)
|
$61.66
|
3/15/2032
|
—
|
—
|
—
|
—
|
|
|
—
|
—
|
—
|
—
|
2,320
(4)
|
$34,406
|
—
|
—
|
|
|
—
|
—
|
—
|
—
|
—
|
—
|
7,535
(5)
|
$111,744
|
|
|
—
|
8,790
(8)
|
$28.41
|
3/15/2033
|
—
|
—
|
—
|
—
|
|
|
—
|
—
|
—
|
—
|
—
|
—
|
15,560
(9)
|
$230,755
|
|
|
—
|
—
|
—
|
—
|
5,815
(13)
|
$86,236
|
0
|
$
—
|
|
|
Francis K. Lee
|
—
|
72,005
(10)
|
$27.28
|
8/15/2033
|
—
|
—
|
—
|
—
|
|
—
|
—
|
—
|
—
|
24,690
(11)
|
$366,153
|
—
|
—
|
|
|
—
|
—
|
—
|
—
|
—
|
—
|
27,775
(12)
|
$411,903
|
|
|
52 | 2024 PROXY STATEMENT
|
OUR PAY
|
|
Outstanding Equity Awards at Fiscal Year-End, continued
|
|
Option Awards
|
Stock Awards
|
||||||
|
Name
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
|
Option
Exercise
Price
($)
|
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
($)
(16)
|
Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other Rights
That Have
Not Vested
(#)
|
Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other Rights
That Have
Not Vested
($)
(16)
|
|
Andrea L. Bloomquist
|
2,555
|
—
|
$34.35
|
3/21/2028
|
—
|
—
|
—
|
—
|
|
|
4,346
|
—
|
$47.00
|
3/29/2029
|
—
|
—
|
—
|
—
|
|
|
10,260
|
—
|
$35.68
|
3/15/2030
|
—
|
—
|
—
|
—
|
|
2,390
|
1,195
(1)
|
$146.97
|
3/15/2031
|
—
|
—
|
—
|
—
|
|
|
—
|
—
|
—
|
—
|
2,319
(2)
|
$34,391
|
—
|
—
|
|
|
2,704
|
5,406
(3)
|
$61.66
|
3/15/2032
|
—
|
—
|
—
|
—
|
|
|
—
|
—
|
—
|
—
|
—
|
—
|
12,165
(5)
|
$180,407
|
|
|
—
|
16,365
(8)
|
$28.41
|
3/15/2033
|
—
|
—
|
—
|
—
|
|
|
|
—
|
—
|
—
|
—
|
—
|
—
|
28,970
(9)
|
$429,625
|
|
Melissa Barra
|
4,860
|
—
|
$17.77
|
3/28/2024
|
—
|
—
|
—
|
—
|
|
3,315
|
—
|
$33.32
|
3/16/2025
|
—
|
—
|
—
|
—
|
|
|
2,128
|
—
|
$34.35
|
3/21/2028
|
—
|
—
|
—
|
—
|
|
|
4,563
|
—
|
$47.00
|
3/29/2029
|
—
|
—
|
—
|
—
|
|
|
9,940
|
—
|
$35.68
|
3/15/2030
|
—
|
—
|
—
|
—
|
|
|
2,327
|
1,163
(1)
|
$146.97
|
3/15/2031
|
—
|
—
|
—
|
—
|
|
|
—
|
—
|
—
|
—
|
2,257
(2)
|
$33,471
|
—
|
—
|
|
|
2,704
|
5,406
(3)
|
$61.66
|
3/15/2032
|
—
|
—
|
—
|
—
|
|
|
—
|
—
|
—
|
—
|
—
|
—
|
12,165
(5)
|
$180,407
|
|
|
—
|
16,365
(8)
|
$28.41
|
3/15/2033
|
—
|
—
|
—
|
—
|
|
|
—
|
—
|
—
|
—
|
—
|
—
|
28,970
(9)
|
$429,625
|
|
|
Samuel R. Hellfeld
|
1,015
|
—
|
$17.77
|
3/28/2024
|
—
|
—
|
—
|
—
|
|
735
|
—
|
$33.32
|
3/16/2025
|
—
|
—
|
—
|
—
|
|
|
2,615
|
—
|
$18.81
|
3/22/2026
|
—
|
—
|
—
|
—
|
|
|
1,955
|
—
|
$23.61
|
3/21/2027
|
—
|
—
|
—
|
—
|
|
|
1,535
|
—
|
$34.35
|
3/21/2028
|
—
|
—
|
—
|
—
|
|
|
3,420
|
—
|
$36.81
|
9/20/2028
|
—
|
—
|
—
|
—
|
|
|
4,565
|
—
|
$47.00
|
3/29/2029
|
—
|
—
|
—
|
—
|
|
|
5,130
|
—
|
$35.68
|
3/15/2030
|
—
|
—
|
—
|
—
|
|
|
1,510
|
755
(1)
|
$146.97
|
3/15/2031
|
—
|
—
|
—
|
—
|
|
|
—
|
—
|
—
|
—
|
1,464
(2)
|
$21,711
|
—
|
—
|
|
|
2,060
|
4,120
(3)
|
$61.66
|
3/15/2032
|
—
|
—
|
—
|
—
|
|
|
—
|
—
|
—
|
—
|
2,320
(4)
|
$34,406
|
—
|
—
|
|
|
—
|
—
|
—
|
—
|
—
|
—
|
9,270
(5)
|
$137,474
|
|
|
—
|
13,460
(8)
|
$28.41
|
3/15/2033
|
—
|
—
|
—
|
—
|
|
|
—
|
—
|
—
|
—
|
—
|
—
|
24,140
(9)
|
$357,996
|
|
(1)
These stock options were granted on March 15, 2021 and vest one-third each year on each of the first three anniversaries of the date of grant,
subject to continuing employment through the applicable vesting date.
(2)
These performance stock unit (PSU) awards were granted on March 15, 2021 and will become vested on March 15, 2024, subject to continuing
employment through the vesting date. The number of shares shown above reflects the actual payout that was earned for the 2021 PSUs based on
the performance period that covers fiscal years 2021, 2022 and 2023. The payout for the 2021 PSU awards is described in greater detail in the
Compensation Discussion and Analysis under the heading, “Long-Term Incentive Plan (LTI).”
|
53 | 2024 PROXY STATEMENT
|
OUR PAY
|
|
(3)
These stock options were granted on March 15, 2022 and vest one-third each year on each of the first three anniversaries of the date of grant,
subject to continuing employment through the applicable vesting date.
(4)
These restricted stock unit (RSU) awards were granted on March 15, 2022 and will become vested on March 15, 2025, subject to continuing
employment through the vesting date.
(5)
These PSU awards were granted on March 15, 2022 and will become vested on March 15, 2025, subject to achieving performance criteria and
continuing employment through the vesting date. The number of shares shown above reflects the target award level. The performance period for
this award covers fiscal years 2022, 2023 and 2024.
(6)
These stock options were granted on May 16, 2022 and vest one-third each year on each of the first three anniversaries of the date of grant, subject
to continuing employment through the applicable vesting date.
(7)
These PSU awards were granted on May 16, 2022 and will become vested on May 16, 2025, subject to achieving performance criteria and
continuing employment through the vesting date. The number of shares shown above reflects the target award level. The performance period for
this award covers fiscal years 2022, 2023 and 2024.
(8)
These stock options were granted on March 15, 2023 and vest one-third each year on each of the first three anniversaries of the date of grant,
subject to continuing employment through the applicable vesting date.
(9)
These PSU awards were granted on March 15, 2023 and will become vested on March 15, 2026, subject to achieving performance criteria and
continuing employment through the vesting date. The number of shares shown above reflects the target award level. The performance period for
this award covers fiscal years 2023, 2024 and 2025.
(10)
These stock options were granted on August 15, 2023 and vest one-third each year on each of the first three anniversaries of the date of grant,
subject to continuing employment through the applicable vesting date.
(11)
These RSU awards were granted on August 15, 2023 and vest one-third each year on each of the first three anniversaries of the date of grant, subject
to continuing employment through the applicable vesting date.
(12)
These PSU awards were granted on August 15, 2023 and will become vested on August 15, 2026, subject to achieving performance criteria and
continuing employment through the vesting date. The number of shares shown above reflects the target award level. The performance period for
this award covers fiscal years 2023, 2024 and 2025.
(13)
These RSU awards were granted on September 5, 2023 and vest one-half each year on each of the first two anniversaries of the date of grant,
subject to continuing employment through the applicable vesting date.
(14)
These performance stock unit (PSU) awards were granted on March 15, 2021 and will become vested on March 15, 2024. The number of shares
shown above reflects the actual payout that was earned for the 2021 PSUs based on the performance period that covers fiscal years 2021, 2022 and
2023.
(15)
These performance stock unit (PSU) awards were granted on March 15, 2022 and will become vested on March 15, 2025, subject to achieving
performance criteria. The number of shares shown above reflects the target award level. The performance period for this award covers fiscal years
2022, 2023 and 2024.
(16)
Calculated by multiplying unvested stock awards by $14.83, the closing price of the Company’s common stock on the Nasdaq Stock Market on
December 29, 2023, the last trading day of fiscal year 2023.
Option Exercises and Stock Vested
The following table summarizes the stock options that were exercised and the stock awards that became vested for each
of the NEOs during the fiscal year ended
December 30, 2023
.
|
Option Awards
|
Stock Awards
|
|||
|
Name
|
Number of Shares
Acquired
on Exercise
(#)
|
Value Realized
on Exercise
($)
(1)
|
Number of Shares
Acquired
on Vesting
(#)
(2)
|
Value Realized on
Vesting
($)
(4)
|
|
Shelly R. Ibach
|
—
|
—
|
85,543
|
$2,430,277
|
|
David R. Callen
|
—
|
—
|
15,214
|
$371,806
|
|
Christopher D. Krusmark
|
—
|
—
|
7,447
(3)
|
$205,999
|
|
Francis K. Lee
|
—
|
—
|
—
|
—
|
|
Andrea L. Bloomquist
|
—
|
—
|
13,037
|
$370,381
|
|
Melissa Barra
|
—
|
—
|
12,629
|
$358,790
|
|
Samuel R. Hellfeld
|
1,360
|
$27,209
|
6,519
|
$185,205
|
(1)
The value realized on the exercise of stock options for purposes of this table is based on the difference between the fair market value of our common
stock on the date of exercise and the exercise price of the stock option.
(2)
The amounts shown in these columns represented the number of shares that were earned and paid out for the 2020 PSU awards that covered the
performance period of fiscal years 2020, 2021 and 2022 as disclosed in the 2023 Proxy Statement, except for Mr. Krusmark (see footnote 3). For Ms.
Ibach, Ms. Bloomquist, Ms. Barra and Mr. Hellfeld, the 2020 PSU awards became vested on March 15, 2023. For Mr. Callen, there were two separate
2020 PSU awards which vested on September 3, 2023 (12,482 shares with a value realized of $326,154) and December 15, 2023 (2,732 shares with a
value realized of $45,652).
(3)
For Mr. Krusmark, a 2020 PSU award for 4,892 shares with a value realized of $138,982 vested on March 15, 2023. In addition, a 2020 RSU award for
2,555 shares with a realized value of $67,017 vested on June 28, 2023.
(4)
The value realized for purposes of this table is based on the fair market value of our common stock on the date of vesting.
|
54 | 2024 PROXY STATEMENT
|
OUR PAY
|
|
Non-Qualified Deferred Compensation
NEOs are eligible to participate in the Sleep Number Executive Deferral Plan (Deferral Plan), a non-qualified deferred
compensation plan. The Deferral Plan allows executives to defer payment of up to 50% of their base salary, 75% of their
AIP payout and 100% of their payout from PSUs or other stock awards. At the time that executives make their deferral
election, they choose whether their deferrals will be paid out in a lump sum or up to ten annual installments following a
specified future date or their termination of employment. For salary or AIP deferrals, executives choose how to allocate
their deferrals across a range of notional investment alternatives that are similar to the investment fund options in the
Company’s 401(k) Plan. The executive’s deferral account is credited with the earnings as if there was a deemed
investment in the notional investment alternatives offered for the Deferral Plan. For deferrals of PSUs or other stock
awards, the amounts deferred are tracked in deferred share units and distributions are settled in shares of common
stock.
The following
table
summarizes for each NEO their contributions, earnings and balance for the Deferral Plan for the fiscal
year ended
December 30, 2023
. Note that the Company does not make any contributions to the Deferral Plan on behalf
of
participants
.
|
Name
|
Executive
Contributions in
Last Fiscal Year
($)
|
Registrant
Contributions in
Last Fiscal Year
($)
|
Aggregate
Earnings (Losses)
in Last Fiscal
Year
(1)
($)
|
Aggregate
Withdrawals/
Distributions
($)
|
Aggregate
Balance at Last
Fiscal Year-End
(2)
($)
|
|
Shelly R. Ibach
|
—
|
—
|
$(17,961)
|
—
|
$10,307,719
|
|
David R. Callen
|
—
|
—
|
$124,579
|
$(205,780)
|
$477,063
|
|
Christopher D. Krusmark
|
—
|
—
|
—
|
—
|
—
|
|
Francis Lee
|
—
|
—
|
—
|
—
|
—
|
|
Andrea L. Bloomquist
|
—
|
—
|
$90,790
|
—
|
$593,058
|
|
Melissa Barra
|
—
|
—
|
—
|
—
|
—
|
|
Samuel R. Hellfeld
|
—
|
—
|
—
|
—
|
—
|
(1)
These amounts represent the total aggregate notional earnings for fiscal year 2023 for the executive’s deferral account under the Deferral Plan.
These are notional earnings based on how the executive has elected to direct their salary or AIP deferrals to various investment alternatives, and the
actual market return of that investment alternative for the year.
For
PSU deferrals, earnings represent the change in market value of the deferred
share units held in the executive’s deferral account.
(2)
This is the aggregate market value of the executive’s deferral account under the Deferral Plan as of the end of fiscal year 2023.
Potential Payments Upon Termination or Change in Control
This section describes the potential payments that would be made to the NEOs under various employment termination
scenarios as if they occurred at the end of fiscal year 2023 (as of
December 30, 2023
). The values shown in the table are
calculated as of this date based on certain estimates or assumptions as described in the footnotes. The actual amounts
received may differ materially from those shown in the table. The table does not include amounts already vested that the
executive would receive if he or she left the Company for any reason, such as the fully vested balance of an executive’s
deferral account, gains from outstanding options that are exercisable, or payments and benefits that are provided on a
non-discriminatory basis to salaried team members generally upon termination.
All Sleep Number team members, including all executive officers, are “at will” team members, meaning that the team
member or the Company may terminate the employment relationship with or without cause and with or without notice,
at any time at the option of either the team member or the Company. Executive officers do not have employment
agreements and do not have any contractual or other right to employment for any term or period of time. In addition,
executive officers are only eligible for the severance pay and other benefits as provided under the Company’s Executive
Severance Pay Plan as shown in the table and described in the footnotes.
|
55 | 2024 PROXY STATEMENT
|
OUR PAY
|
|
The table below shows information about the acceleration of option or stock awards in the event of a change in control
as defined under the Company’s 2020 Equity Incentive Plan (the 2020 Plan). The 2020 Plan contains a “double-trigger”
change in control provision. Under this provision, if outstanding option or stock awards are assumed or substituted
following a change in control, vesting of the option or stock awards is only accelerated in the event of involuntary
termination not for cause or resignation for good reason of the team member, as those terms are defined under the
2020 Plan. This is provided that the team member’s termination of employment occurs within two years of the change in
control.
Vesting of option or stock awards may also be accelerated in the event a NEO qualifies for retirement treatment under
the terms of the award agreements and the 2020 Plan. If an executive is at least age 55 and has five or more years of
service at retirement, the vesting will be accelerated on a pro-rata portion of their option or stock award based on the
portion of the vesting period that was actually worked through the date of retirement. If an executive is at least age 60
and has five or more years of service at retirement, there is a full acceleration of vesting of the option or stock award
provided that the executive gives a
one-year notice
of their intention to retire. This additional acceleration of vesting
provision does not apply to any option or stock award granted within less than a year of retirement.
|
56 | 2024 PROXY STATEMENT
|
OUR PAY
|
|
|
|
|
Triggering Events
|
||||
|
Name
|
Type of Payment
|
Voluntary
Termination
($)
|
For Cause
Termination
($)
|
Involuntary
Termination
(No Change in
Control)
($)
|
Involuntary
Termination
(Following
Change in
Control)
(1)
($)
|
Death or
Disability
($)
|
|
Shelly R. Ibach
|
Cash Severance
(2)
|
—
|
—
|
$5,778,000
|
$8,658,000
|
—
|
|
|
Option Award Acceleration
(3)
|
—
|
—
|
—
|
—
|
—
|
|
|
Stock Award Acceleration
(4)
|
$1,264,894
|
—
|
$1,264,894
|
$3,011,024
|
$3,011,024
|
|
|
Benefit Reimbursement
(5)
|
—
|
—
|
$12,486
|
$12,486
|
—
|
|
|
Total
|
$1,264,894
|
—
|
$7,055,380
|
$11,681,510
|
$3,011,024
|
|
David R. Callen
|
Cash Severance
(6)
|
—
|
—
|
$1,097,330
|
—
|
—
|
|
|
Option Award Acceleration
(6)
|
—
|
—
|
$10,007
|
—
|
—
|
|
Stock Award Acceleration
(6)
|
—
|
—
|
$832,337
|
—
|
—
|
|
|
Benefit Reimbursement
(6)
|
—
|
—
|
$17,227
|
—
|
—
|
|
|
|
Total
|
—
|
—
|
$1,956,901
|
—
|
—
|
|
Christopher D. Krusmark
|
Cash Severance
(2)
|
—
|
—
|
$741,800
|
$1,471,100
|
—
|
|
Option Award Acceleration
(3)
|
—
|
—
|
—
|
—
|
—
|
|
|
Stock Award Acceleration
(4)
|
—
|
—
|
—
|
$483,058
|
$483,058
|
|
|
Benefit Reimbursement
(5)
|
—
|
—
|
$6,243
|
$6,243
|
—
|
|
|
Total
|
—
|
—
|
$748,043
|
$1,960,401
|
$483,058
|
|
|
Francis K. Lee
|
Cash Severance
(2)
|
—
|
—
|
$1,075,000
|
$2,137,500
|
—
|
|
Option Award Acceleration
(3)
|
—
|
—
|
—
|
—
|
—
|
|
|
Stock Award Acceleration
(4)
|
—
|
—
|
—
|
$778,056
|
$778,056
|
|
|
Benefit Reimbursement
(5)
|
—
|
—
|
$16,608
|
$16,608
|
—
|
|
|
Total
|
—
|
—
|
$1,091,608
|
$2,932,164
|
$778,056
|
|
|
Andrea L. Bloomquist
|
Cash Severance
(2)
|
—
|
—
|
$1,043,338
|
$2,074,175
|
—
|
|
|
Option Award Acceleration
(3)
|
—
|
—
|
—
|
—
|
—
|
|
|
Stock Award Acceleration
(4)
|
—
|
—
|
—
|
$644,423
|
$644,423
|
|
|
Benefit Reimbursement
(5)
|
—
|
—
|
—
|
—
|
—
|
|
|
Total
|
—
|
—
|
$1,043,338
|
$2,718,598
|
$644,423
|
|
Melissa Barra
|
Cash Severance
(2)
|
—
|
—
|
$1,024,238
|
$2,035,976
|
—
|
|
|
Option Award Acceleration
(3)
|
—
|
—
|
—
|
—
|
—
|
|
|
Stock Award Acceleration
(4)
|
—
|
—
|
—
|
$643,503
|
$643,503
|
|
|
Benefit Reimbursement
(5)
|
—
|
—
|
$17,180
|
$17,180
|
—
|
|
|
Total
|
—
|
—
|
$1,041,418
|
$2,696,659
|
$643,503
|
|
Samuel R. Hellfeld
|
Cash Severance
(2)
|
—
|
—
|
$905,000
|
$1,797,500
|
—
|
|
|
Option Award Acceleration
(3)
|
—
|
—
|
—
|
—
|
—
|
|
|
Stock Award Acceleration
(4)
|
—
|
—
|
—
|
$551,587
|
$551,587
|
|
|
Benefit Reimbursement
(5)
|
—
|
—
|
$17,180
|
$17,180
|
—
|
|
|
Total
|
—
|
—
|
$922,180
|
$2,366,267
|
$551,587
|
(1)
The amounts payable to the NEOs upon a change in control may be subject to reduction under Sections 280G and 4999 of the Internal Revenue
Code.
(2)
Our NEOs are participants in the Company’s Executive Severance Pay Plan. Under this plan, a participant is eligible for severance pay and other
benefits in the event of involuntary termination not for cause or resignation for good reason (qualifying termination), as those terms are defined
under the plan. There is no severance pay benefit for voluntary termination or involuntary termination for cause. As a condition of receiving any
severance pay under the plan, the executive must agree to a general release of claims against the Company. The amount of the severance pay
payable for a qualifying termination is a multiple of the sum of the executive’s annual base salary plus the target annual incentive award under AIP, as
of the date of termination. For Ms. Ibach, the multiple is two times and for all other NEOs, the multiple is one times. If the qualifying termination
occurs within a period starting six months before a change in control event and ending two years after a change in control event, the multiple would
be as follows: For Ms. Ibach, three times; for all other NEOs, two times. In order to receive the additional severance pay for qualifying terminations
after a change in control, the executive must agree to refrain from certain restricted activities for an extended period of two years after termination of
employment. The plan defines restricted activities to include certain competitive and solicitation activities. Severance pay benefits are paid in a lump
sum following termination of employment. The cash severance amounts shown above were calculated using annual base salary and target annual
incentive for AIP in effect for each executive as of the end of fiscal 2023. Also under the plan, participants are eligible for outplacement services. The
maximum value of this benefit is included in the cash severance amounts shown above. The plan does provide for a pro-rata annual incentive award
for the period of the year that the participant was actively employed. The calculations for this table are as of the end of the fiscal year, which is when
participants in the AIP become eligible for the full incentive award earned for that fiscal year. As a result, the table does not include any value for a
pro-rata annual incentive.
|
57 | 2024 PROXY STATEMENT
|
OUR PAY
|
|
(3)
The value of the acceleration of the vesting of unvested stock options held by a NEO is based on the difference between: (a) the fair market value of
our common stock as of December 29, 2023 ($14.83) and (b) the per share exercise price of the options held by the executive, provided (a) is higher
than (b). The range of exercise prices of unvested stock options held by our NEO as of December 30, 2023 was $27.28 to $146.97. No amounts are
included in the table above for stock options because the respective exercise prices are all above $14.83. For voluntary termination when an
executive is eligible for retirement treatment (age 55 and five or more years of service), the number of unvested stock options is prorated in valuing
the acceleration of vesting
.
(4)
The value of the acceleration of the vesting of stock awards held by a NEO is based on: (a) the number of unvested PSUs or RSUs held by the
executive as of December 30, 2023, multiplied by (b) the fair market value of our common stock on December 29, 2023 ($14.83). PSUs whose
performance period had been completed as of December 30, 2023 are reflected based on the actual payout earned. All other PSUs are reflected at
target. For voluntary termination when an executive is eligible for retirement treatment (age 55 and five or more years of service), the number of
unvested RSUs is prorated in valuing the acceleration of vesting.
(5)
For a qualifying termination under the Executive Severance Pay Plan, a NEO is eligible to receive a reimbursement equal to the difference in cost
between the monthly COBRA premium and the monthly cost for the medical and dental plan coverage while an active team member. The
reimbursement is for as long as the executive is covered by COBRA but for a period not to exceed two years for Ms. Ibach and one year for all other
NEOs.
(6)
As Mr. Callen’s employment terminated effective March 3, 2023, the chart above illustrates the actual incremental benefits he received in connection
with the termination of his employment. The value of the acceleration of the vesting of unvested stock options is based on the difference between:
(a) the fair market value of our common stock as of March 3, 2023 ($38.81) and (b) the per share exercise price of the accelerated options, provided
(a) is higher than (b). The value of the acceleration of the vesting of stock awards is based on: (a) the number of accelerated PSUs as of March 3,
2023, multiplied by (b) the fair market value of our common stock on March 3, 2023 ($38.81). PSUs whose performance period had been completed
as of December 30, 2023 are reflected based on the actual payout earned. All other PSUs are reflected at target.
OTHER INFORMATION
CEO Pay Ratio
As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we are
providing the following information about the relationship of the annual total compensation of our team members and
the annual total compensation of our CEO. For fiscal year
2023
, we determined on
December 30, 2023
that the annual
total compensation of the team member identified as the median was $59,339 compared to last year’s median of
$56,397. Based on this information, the
2023
ratio of the annual total compensation of our
CEO
, as reported in the Total
column of the
Summary Compensation Table as $6,349,191
, to the median annual total compensation of all team
members, excluding our CEO, was estimated to be
107 to 1
.
The following is a summary of the methodology and assumptions used in determining the median annual total
compensation of our team members for
2023
:
•
We used our total active team member population as of the end of fiscal year
2023
;
•
For measuring total compensation of our team members, we included base wages, incentive compensation,
commissions, over-time, paid time off and holiday pay that was actually paid to each team member during fiscal
year
2023
; and
•
For team members included in the population that were hired during fiscal year
2023
, we annualized their actual
total compensation to consider that they worked for only a portion of the year.
It should be noted that under the SEC’s rules and guidance, there are numerous ways to determine the compensation of
a company’s median employee, including the employee population sampled, the elements of total compensation
included, any assumptions made and the use of statistical sampling. In addition, no two companies have identical
employee populations or compensation programs. As such, our pay ratio may not be comparable to the pay ratio
reported by other companies.
Pay Versus Performance
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are providing the
following information comparing for the last three fiscal years calculated compensation values for disclosure purposes,
financial performance of the Company and total shareholder returns. The table shows a calculated value for the
|
58 | 2024 PROXY STATEMENT
|
OUR PAY
|
|
Compensation Actually Paid (CAP) as required by SEC rules for the CEO and other NEOs. These amounts do not reflect
the actual compensation earned by or paid to the CEO or other NEOs for these fiscal years. For information regarding
the compensation decisions made by our Committee, please see the sections of the Compensation Discussion and
Analysis of the proxy statements for the fiscal years covered in the table below.
|
Year
|
Summary
Compensation
Table Total for
CEO
(1)
|
Compensation
Actually Paid
to CEO
(2)
|
Average Summary
Compensation
Table Total for
Other NEOs
(1)(3)
|
Average
Compensation
Actually Paid to
Other NEOs
(2)(3)
|
Value of Initial Fixed $100
Investment Based On:
(4)
|
Net (Loss)
Income ($
millions)
(5)
|
Net Sales
Growth
(6)
|
|
|
Sleep
Number
Total
Shareholder
Return
|
S&P 400
Specialty
Stores Index
Total
Shareholder
Return
|
|||||||
|
2023
|
$
|
$
|
$
|
$
|
$
|
$
|
$(
|
(
|
|
2022
|
$
|
$(
|
$
|
$(
|
$
|
$
|
$
|
(
|
|
2021
|
$
|
$
|
$
|
$
|
$
|
$
|
$
|
|
|
2020
|
$
|
$
|
$
|
$
|
$
|
$
|
$
|
|
(1)
The amounts are reported in the Total column of the Summary Compensation Table for the CEO and for an average of the other NEOs for each
fiscal year.
(2)
This is a calculation of CAP for each fiscal year as determined in accordance with SEC rules. See table below for a reconciliation of the estimated
value for CAP to the amounts reported in the Total column of the Summary Compensation Table.
(3)
The average for 2023 includes Mr. Callen, Mr. Krusmark, Mr. Lee, Ms. Bloomquist, Ms. Barra and Mr. Hellfeld as other NEOs. The average for 2022
includes Mr. Callen, Ms. Bloomquist, Ms. Barra and Mr. Hellfeld as other NEOs. The average for 2021 includes Mr. Callen, Ms. Bloomquist, Ms. Barra
and Mr. Saklad as other NEOs. The average for 2020 includes Mr. Callen, Ms. Bloomquist, Ms. Barra and Mr. Brown as other NEOs.
(4)
For the relevant fiscal year, this represents the cumulative Total Shareholder Return (TSR) by measuring what the value of a $100 investment at the
start of fiscal 2020 would be at the end of fiscal years 2020, 2021, 2022 and 2023. The S&P 400 Specialty Store Index TSR is the total return
assuming reinvestment of dividends and is included in the Comparative Stock Performance chart reported in our Annual Report on Form 10-K for the
fiscal years 2020, 2021, 2022 and 2023.
(5)
This is net income as reported in the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal years 2020, 2021,
2022 and 2023.
(6)
This is the
annual growth in net sales
as reported in the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal
years 2020, 2021, 2022 and 2023. This is the Company-selected measure for this disclosure.
Summary Compensation Table for the fiscal years 2020, 2021, 2022 and 2023.
|
Year
|
Summary
Compensation
Table Total
|
Deduct: Amounts
Reported in the
Summary
Compensation
Table for Stock
and Option
Awards
|
Add: Value of
Awards Granted
During the Year,
Outstanding
and Unvested at
Year-end
|
Add: Change in
Value of Awards
Granted in Any
Prior Year,
Outstanding and
Unvested at Year-
End
|
Add: Value of
Awards Granted
and Vested in
the Same Year
|
Add: Change in
Value of Awards
Granted in Any
Prior Year, Vested
During the Year
|
Estimated
Compensation
Actually Paid
(CAP)
(1)
|
|
CEO
|
|||||||
|
2023
|
$
|
$(
|
$
|
$(
|
$
|
$
|
$
|
|
2022
|
$
|
$(
|
$
|
$(
|
$
|
$(
|
$(
|
|
2021
|
$
|
$(
|
$
|
$(
|
$
|
$
|
$
|
|
2020
|
$
|
$(
|
$
|
$
|
$
|
$(
|
$
|
|
Average for Other NEOs
|
|||||||
|
2023
|
$
|
$(
|
$
|
$(
|
$
|
$
|
$
|
|
2022
|
$
|
$(
|
$
|
$(
|
$
|
$(
|
$(
|
|
2021
|
$
|
$(
|
$
|
$(
|
$
|
$
|
$
|
|
2020
|
$
|
$(
|
$
|
$
|
$
|
$(
|
$
|
(1)
In determining the estimated CAP, stock option grant date fair values are calculated based on the Black-Scholes option pricing model as of date of
grant. Adjustments have been made using stock option fair values as of each measurement date using the stock price as of the measurement date
and updated assumptions (i.e., term, volatility, risk free rates) as of the measurement date. Performance Stock Unit (PSU) grant date fair values are
calculated using the stock price as of date of grant assuming target performance. Adjustments have been made using the stock price and
|
59 | 2024 PROXY STATEMENT
|
OUR PAY
|
|
performance accrual modifier as of year-end and as of each vesting date. Time-vested Restricted Stock Unit (RSU) grant date fair values are
calculated using the stock price as of date of grant. Adjustments have been made using the stock price as of year-end and as of each vesting date.
As noted above, the estimate of CAP reflects adjusted values to unvested and vested equity awards during the years
shown in the table based on year-end stock prices, various accounting valuation assumptions, and projected
performance modifiers but does not reflect actual amounts paid out for those awards. CAP generally fluctuates due to
stock price achievement and varying levels of projected and actual achievement of performance goals (as reflected in the
significant decrease to 2022 CAP). For a discussion of how our Committee assessed Company performance and made
pay decisions each year for our NEOs, see the Compensation Discussion and Analysis in this proxy statement and in the
proxy statements for 2020 and 2021.
Below are graphs comparing the estimated CAP values for our CEO and other NEOs to: (
1) TSR for Sleep Number and
the S&P 400 Specialty Stores Index, (2) net income and (3) annual net sales growth.
|
60 | 2024 PROXY STATEMENT
|
OUR PAY
|
|
As described in various sections of our Compensation Discussion and Analysis, the following are key performance
measures that determine the incentive compensation earned by the CEO and other NEOs for Company performance. By
design, our executive compensation mix is heavily weighted toward incentive compensation which is all performance-
based and only earned with achievement of financial goals for AIP and PSUs or appreciation of our share price for stock
options.
|
Metric
|
How This Metric Influences Pay
|
|
|
This is one of two key measures in our PSU design. Half of the PSU payout opportunity is to
tied to our achievement of annual growth goals for net sales over a three year period.
|
|
|
This is one of two key measures in our PSU design. Half of the PSU payout opportunity is tied
to our achievement of annual growth goals for NOP over a three year period.
|
|
|
There is an ROIC modifier in our PSU design. This potential reduction in the number of target
PSUs applies if the average difference between Adjusted ROIC and WACC is below a certain
threshold.
|
|
|
This is the only measure in our AIP design. The AIP payout opportunity is tied to our
achievement of fiscal year goals for Adjusted EBITDA.
|
|
|
Stock options require share price appreciation above the exercise price in order to have any
value. The value of PSUs earned and paid out also depends on share price.
|
|
61 | 2024 PROXY STATEMENT
|
OUR PAY
|
|
Background
Consistent with the views expressed by shareholders at our 2023 Annual Meeting when we last asked our shareholders
to cast an advisory vote as to whether future advisory votes on executive compensation, or “say-on-pay” votes, should
occur every year, every two years or every three years, the Board of Directors has determined to hold an advisory vote to
approve executive compensation annually. The next
advisory vote on the frequency of our “say-on-pay” vote will be put
to our shareholders at our
2029
Annual Meeting.
This advisory resolution, commonly referred to as “say-on-pay,” is being provided to our shareholders as required
pursuant to Section 14A of the Securities Exchange Act and is non-binding on the Company and the Board. However,
the Board and the Compensation Committee value the opinions of our shareholders and will carefully consider the
outcome of the vote when making future compensation decisions. The next “say-on-pay” vote will be held at our 2025
Annual Meeting.
As described more fully in the Compensation Discussion and Analysis (CD&A) section of this Proxy Statement, our
compensation programs are structured to align the interests of our executive officers with the interests of our
shareholders. They are designed to attract, motivate and retain, a talented management team to achieve superior
results. Shareholders are urged to read the CD&A, which discusses in-depth how our executive compensation programs
are aligned with our performance and the creation of shareholder value.
Board Recommendation
The Board recommends a vote “
For
” approval of, on a non-binding basis, the compensation of the Company’s named
executive officers as described in the Compensation Discussion and Analysis, tabular disclosures and other executive
compensation narrative provided in this Proxy Statement for the Company’s
2024
Annual Meeting of Shareholders.
Vote Required
The affirmative vote of the holders of a majority of the shares of common stock present and entitled to vote directly or
by proxy on this matter at the Annual Meeting, and at least a majority of the minimum number of shares necessary for a
quorum, is necessary for approval of the foregoing resolution. Unless a contrary choice is specified, proxies solicited by
the Board of Directors will be voted “
For
” approval of, on a non-binding basis, the compensation of the Company’s
named executive officers as described in this Proxy Statement.
|
62 | 2024 PROXY STATEMENT
|
PROPOSAL 3 - ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION
|
|
Introduction
On May 13, 2020, our shareholders approved the Sleep Number Corporation 2020 Equity Incentive Plan (the 2020 Plan)
at our 2020 Annual Meeting of Shareholders. The 2020 Plan permits the Compensation Committee, or a subcommittee
thereof, to grant to eligible team members, non-employee directors and consultants of Sleep Number (each a
participant) non-statutory and incentive stock options, stock appreciation rights (also known as SARs), restricted stock
awards, restricted stock units, deferred stock units, annual performance cash awards and other cash-based awards and
other stock-based awards. Subject to adjustment, the maximum number of shares of our common stock authorized for
issuance under the 2020 Plan is 3,240,000 shares.
The purpose of the 2020 Plan is to advance the interests of the Company and its shareholders by enabling the Company
and its subsidiaries to (i) attract, motivate and retain a talented management team to achieve superior results, (ii) provide
market competitive equity incentive opportunities that are linked to the growth and profitability of the Company and
increases in shareholder value, and (iii) align the interests of key executives, team members and Directors with those of
our shareholders.
Our equity compensation program provides our team members with an incentive to deliver our long-term strategic
objectives and achieve superior results. We believe equity is a critical tool for attracting, retaining and rewarding our
team, and aligning their interests with those of our shareholders over the long term. We believe that providing at-risk,
equity-based compensation is a fundamental component of our compensation program, is essential to creating
compensation opportunities that are competitive relative to market levels and aligns incentives with our shareholders’
interests in a manner that promotes long term performance.
Background to the Proposal
2023 was a challenging year for our Company as we faced sustained macroeconomic challenges and a historic industry
recession. As a result, our stock price declined approximately
44% in 2023
.
Given the decline in our stock price,
our
modeling indicated we would not have enough shares available under the 2020 Plan to make our standard annual equity
grants using our historical practices in 2024.
We recognize that equity is a valuable and limited resource, and we have taken steps to reduce share usage for our
annual 2024 grants and conserve equity in light of our current situation. These steps include:
•
Limiting the use of Performance Stock Units (PSUs) and Non-Qualified Stock Options, which have a more dilutive
effect on the 2020 Plan;
•
Limiting the number of team members that receive equity grants; and
•
Adjusting our methodology for calculating the number of shares issued under the 2020 Plan. (Instead of basing
the number of shares on the average closing price of the 20 days prior to the grant date ($14.88), we used the
average 2023 share price of $24.74.)
While these actions were necessary to enable us to continue to use equity awards to compensate our team members in
2024, they are not long-term
solutions. As of March 18, 2024, after our annual grants, including the conservation
measures described above,
we are left with approximately 266,000 shares available under the 2020 Plan.
|
63 | 2024 PROXY STATEMENT
|
PROPOSAL 4 - VOTE TO APPROVE AMENDMENT TO 2020 EQUITY INCENTIVE PLAN
|
|
To address this issue, and to enable the Company to retain critical talent as we execute the important task of
transforming our operating model for greater financial resiliency and positioning the business for accelerating growth as
the mattress industry recovers, on March
12,
2024, the
Compensation Committee
adopted an amendment to the 2020
Plan to increase the number of shares of our common stock available for issuance by an additional 1,500,000 shares (the
Plan Amendment). The Plan Amendment is subject to the approval of shareholders.
We are asking shareholders to
approve the Plan Amendment so that we can effectively maintain the vital equity component of our
compensation program going forward.
Our Board believes that equity compensation plays an important role in the Company’s success by motivating and
engaging our executives, team members and non-employee directors and allowing them to participate in shareholder
value creation through their ownership interest in the Company.
The Board therefore recommends that you vote to
approve the Plan Amendment.
If our shareholders approve the Plan Amendment, the Plan Amendment will become effective as of the date of
shareholder approval. If our shareholders to not approve the Plan Amendment, the 2020 Plan, as currently in effect, will
remain in effect until it terminates in accordance with its terms.
Key Vote Considerations
Without sufficient shares to grant to our team members, we would be forced to rely on other forms of compensation,
including cash. The retention value of non-stock-based awards may not be sufficient to retain key talent. As a result, we
may need to deliver long-term incentive awards in the form of cash, which would reduce our financial flexibility and
impact our ability to pay down debt, which is a top priority in 2024. Cash-based awards are also suboptimal because
they are limited in their ability to align team member interests with shareholder interests over the long-term.
Our Board of Directors recommends you vote to approve the Plan Amendment because the Board believes an increase
in the number of shares available for issuance under the 2020 Plan is in the best interests of our Company and our
shareholders for the following reasons:
•
We have been responsible stewards of shareholder equity.
In response to our current situation, we have taken
targeted steps to significantly reduce share usage and operate within the constraints of the 2020 Plan with
respect to the number of shares available.
•
The Plan Amendment will advance Company and shareholder interests by allowing us to attract, motivate, and
retain key talent.
Having a talented and motivated management team is essential to executing our business
strategies and achieving superior results. Stock-based incentive compensation has been an important
component of the total direct compensation opportunity for our management team. It helps us provide a market
competitive compensation opportunity that is predominantly performance-based and at risk.
•
Our ability to award equity is essential to our ability to retain team members during an important time.
The 2020
Plan is a broad-based plan under which the Company grants awards to NEOs, non-employee Directors and
many current and prospective team members. The market for talent in our industry is competitive, and it is
critical that we retain our team members as we execute an important and complex transformation. Any
impairment to our ability to attract and retain talent could limit our ability to realize the benefits of this initiative.
•
The Plan Amendment is consistent with our pay-for-performance compensation philosophy
. We believe that
stock-based incentive compensation rewards our management team for superior performance in delivering
sustainable and profitable growth. It is performance-based, fully at-risk, and only has value if the Company
performance meets or exceeds predetermined financial goals, or if shareholder value increases. This reinforces
our pay for performance culture.
|
64 | 2024 PROXY STATEMENT
|
PROPOSAL 4 - VOTE TO APPROVE AMENDMENT TO 2020 EQUITY INCENTIVE PLAN
|
|
•
The Plan Amendment will enable us to continue aligning the interests of our executives with those of our
shareholders.
We have designed our stock-based incentive compensation so that our management team is
motivated to achieve financial performance goals and increase shareholder value. This creates a strong
alignment between our rewards and shareholder interests. Also, with our stock ownership guidelines, the
ownership levels of our common stock that are maintained by our non-employee directors and executives foster
further alignment with the interests of our shareholders.
•
The Plan Amendment protects shareholder interests and embraces sound stock-based compensation practices.
As described in more detail below under the heading “Summary of Sound Governance Features of the 2020
Plan,” the 2020 Plan includes a number of features that are consistent with protecting the interests of our
shareholders and sound corporate governance practices.
Summary of Sound Governance Features of the 2020 Plan
The Board and the Compensation Committee believe that the 2020 Plan contains several features that are consistent
with protecting the interests of our shareholders and sound corporate governance practices, including the following:
•
No “evergreen” provision;
•
No liberal share “recycling” for stock options or SARs;
•
No reloads;
•
Stock option exercise prices and SAR grant prices will not be lower than the fair market value on the grant date;
•
No re-pricing or exchange of “underwater” options or SARs without shareholder approval;
•
Stock options and SARs are not entitled to dividend equivalent rights;
•
No dividends or dividend equivalents will be paid out on unvested awards;
•
Shareholder approval is required for material revisions to the 2020 Plan;
•
“Clawback” provisions; and
•
“Double-Trigger” vesting in change in control.
Equity Compensation Plan Information and Share Usage Information
In determining the number of shares of common stock by which to increase the 2020 Plan, the Board and the
Compensation Committee considered a number of factors, which are discussed further below, including:
•
Shares currently available under the 2020 Plan and total outstanding equity awards;
•
Historical equity and award granting practice, including share usage (commonly referred to as “burn rate”); and
•
Overhang and dilution.
Shares Currently Available and Total Outstanding Equity
Awards
|
(all data as of March 18, 2024)
|
|
|
New Shares Requested
|
1,500,000
|
|
Shares Remaining Available for Issuance Under 2020 Plan
|
265,859
|
|
Common Shares Outstanding
|
22,326,492
|
|
Stock Options/SARs Outstanding
|
979,506
|
|
Weighted-Average Exercise Price of Outstanding Stock Options/SARs
|
$40.60
|
|
Weighted-Average Remaining Term of Outstanding Stock Options/SARS
|
6.3 years
|
|
Total Stock-Settled Full-Value Awards Outstanding
|
1,783,191
|
|
65 | 2024 PROXY STATEMENT
|
PROPOSAL 4 - VOTE TO APPROVE AMENDMENT TO 2020 EQUITY INCENTIVE PLAN
|
|
Share
Usage
In determining the number of shares of common stock by which to increase the 2020 Plan, the Board and the
Compensation Committee considered the historical number of equity awards granted under the 2020 Plan. The
following table sets forth information regarding stock-settled, time-vested equity awards granted, and performance-
based equity awards earned, over each of the last three fiscal years:
|
2023
|
2022
|
2021
|
3-Year
Average
|
|
|
Stock Options/Stock Appreciation Rights
(SARs) Granted
|
305,000
|
148,000
|
63,000
|
|
|
Stock-Settled Time-Vested Restricted
Shares/Units Granted
|
304,000
|
189,000
|
70,000
|
|
|
Stock-Settled Performance-Based Shares/
Units Granted
|
201,000
|
251,000
|
247,000
|
|
|
Weighted-Average Basic Common Shares
Outstanding
|
22,429,000
|
22,396,000
|
24,038,000
|
|
|
Share Usage Rate
|
3.6%
|
2.6%
|
1.6%
|
2.6%
|
Based on historical and anticipated granting practices, we expect the additional shares authorized for issuance by the
Plan Amendment to cover awards through our 2025 annual grant. Expectations regarding future share usage could be
impacted by a number of factors such as award type mix, hiring and promotion activity at the executive level, the rate at
which shares are returned to the share reserve under permitted addbacks, the future performance of our stock price, the
consequences of acquiring other companies and other factors. While we believe that the assumptions we used are
reasonable, future share usage may differ from current expectations.
Overhang
The following table sets forth certain information as of December 30, 2023, unless otherwise noted, with respect to the
Company’s equity compensation
plans
:
|
Stock Options/SARs Outstanding
|
1,045,962
|
|
Weighted-Average Exercise Price of Outstanding Stock Options/SARs
|
$40.80
|
|
Weighted-Average Remaining Term of Outstanding Stock Options/SARS
|
6.2 years
|
|
Total Stock-Settled Full-Value Awards Outstanding
|
1,176,734
|
|
Share reserve under the 2020 Plan
|
3,240,000
|
|
Proposed Amended Share reserve under the 2020 Plan
|
4,740,000
|
Dilution and Expected Duration
Our Board recognizes the impact of dilution on our shareholders and has evaluated the Plan Amendment carefully in the
context of the need to motivate, retain and ensure that our leadership team and key team members focused on our
strategic priorities. The total fully-diluted overhang as of December 30, 2023, assuming that the entire share reserve is
granted in stock options, SARs, or full-value awards would be 13.3%. In this context, fully-diluted overhang is calculated
as the sum of grants outstanding and shares available for future awards (numerator) divided by the sum of the numerator
and basic common shares outstanding, with all data effective as of December 30, 2023. Our Board believes that the
increase included in the Plan Amendment represents a reasonable amount of potential equity dilution to accommodate
our long-term strategic and growth priorities.
|
66 | 2024 PROXY STATEMENT
|
PROPOSAL 4 - VOTE TO APPROVE AMENDMENT TO 2020 EQUITY INCENTIVE PLAN
|
|
Summary of the 2020 Plan Features
Below is a summary of the major features of the 2020 Plan, assuming approval of the Plan Amendment. The summary is
qualified in its entirety by reference to the full text of the 2020 Plan, a copy of which may be obtained upon request to
Investor Relations at 1001 Third Avenue South, Minneapolis, Minnesota, 55404 or by telephone at 763-551-7498. A copy
of the Plan Amendment has also been filed electronically with the SEC as A
ppendix
A to this Proxy Statement, available
through the SEC’s website at www.sec.gov.
Purpose
The purpose of the 2020 Plan is to advance the interests of the Company and its shareholders by enabling the Company
and its subsidiaries to (i) attract, retain, and motivate our management team for achievement of company results and
creation of shareholder value, (ii) provide stock-based incentive compensation opportunities that are linked to the
growth and profitability of the company and increases in shareholder value, and (iii) provide opportunities for equity
ownership that align the interests of key team members and Board members with those of our shareholders.
Plan Administration
The 2020 Plan will be administered by the Compensation Committee, or by a subcommittee thereof, or any other
committee designated by the Board in accordance with the 2020 Plan. All members of the Compensation Committee
administering the 2020 Plan will be “non-employee directors” within the meaning of Rule 16b-3 under the Exchange Act
and “independent” under the Nasdaq listing rules, the rules and regulations of the SEC and other applicable laws.
Under the terms of the 2020 Plan, subject to certain limitations, the Compensation Committee has the authority to,
among other things:
•
Select eligible participants to whom awards are granted;
•
Determine the types, amounts and terms of awards to be granted and when;
•
Determine the provisions of such awards, including the applicable performance measures, if any, and the
duration, restrictions and conditions of such awards;
•
Interpret the 2020 Plan and any instrument evidencing an award under the 2020 Plan and establish rules and
regulations pertaining to its administration;
•
Determine fair market value in accordance with the 2020 Plan;
•
Subject to shareholder approval requirements for some amendments, determine whether and under what
circumstances and terms to amend the 2020 Plan or any outstanding award agreement;
•
Adopt subplans or special provisions applicable to awards regulated by the laws of jurisdictions other than the
United States;
•
Authorize any person to execute on behalf of the Company an award agreement or other instrument required to
effect a grant;
•
Determine whether awards will be settled in shares of common stock, cash or in any combination thereof;
•
Determine whether an award will be eligible for dividend equivalent rights;
•
Impose restrict
ions, conditions or limitations on resales and subsequent transfers; and
•
Make any other determination and take any other action that the Compensation Committee deems necessary or
desirable for administration of the 2020 Plan.
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Delegation
To the extent permitted by applicable law, the Compensation Committee may delegate to one or more of its members
or to one or more officers of the Company such administrative duties or powers, as it may deem advisable. The
Compensation Committee may authorize one or more Directors or officers of the Company to designate team members,
other than officers, directors or 10% shareholders of the Company, to receive awards under the plan and determine the
size of any such awards, subject to certain limitations.
No Re-pricing or Exchange
Except in connection with a change in control, the Compensation Committee may not, except as described below under
the heading “Adjustments,” without prior approval of our shareholders, seek to effect any re-pricing of any previously
granted option or SAR by: (i) amending or modifying the terms of the option or SAR to lower the exercise price, (ii)
canceling an underwater option or SAR in exchange for (A) cash, (B) replacement options or SARs having a lower exercise
price or (C) other awards, or (iii) repurchasing the underwater options or SARs and granting new awards under the 2020
Plan. An option or SAR will be deemed to be “underwater” at any time when the fair market value of the common stock
is less than the exercise price of the option or SAR.
Shares Authorized
Subject to adjustment, the maximum number of shares of our common stock authorized for issuance under the 2020
Plan, assuming the Plan Amendment is approved, is 4,740,
000
shares less one share for every share subject to an award
granted under the Prior Plan between December 28, 2019, and the date of shareholder approval of the 2020 Plan. No
more than 4,740,000 shares may be granted as incentive stock options.
If (i) any shares subject to an award are forfeited, an award expires or an award is settled for cash (in whole or in part) or
(ii) after December 28, 2019 any shares subject to an award under the Prior Plan is forfeited, expires or settled for cash (in
whole or in part), then in each such case the shares subject to such award will, to the extent of such forfeiture, expiration
or cash settlement, be added to the shares available for awards under the 2020 Plan. In the event that withholding tax
liabilities arising from an award (other than an option or SAR) or, after December 28, 2019, an award under the Prior Plan
(other than an option or SAR) is satisfied by the tendering of shares (either actually or by attestation) or by the
withholding of shares by the Company, the shares so tendered or withheld will be added to the shares available for
awards under the 2020 Plan. However, the following shares will not be added to the shares authorized for grant under
the 2020 Plan: (i) shares tendered by a participant or withheld by the Company in payment of the exercise price of an
option under the 2020 Plan or the Prior Plan, (ii) shares tendered by a participant or withheld by the Company to satisfy
any tax withholding obligation with respect to options or SARs under the 2020 Plan or the Prior Plan, (iii) shares subject
to a SAR under the 2020 Plan or the Prior Plan that are not issued in connection with its stock settlement on exercise
thereof and (iv) shares reacquired by the Company on the open market or otherwise using cash proceeds from the
exercise of options under the 2020 Plan or the Prior Plan.
Limits on Non-Employee Director Awards
Awards granted during a single fiscal year to any non-employee director, taken together with any cash fees paid during
the fiscal year to the non-employee director, in respect of the director’s service as a member of the Board during such
year, shall not exceed $500,000 in total value. The independent members of the Board may make exceptions to this limit
for a non-executive chair of the Board, provided that the non-employee director receiving such additional compensation
may not participate in the decision to award such compensation.
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Minimum Vesting Requirement
Awards granted under the 2020 Plan (other than annual performance cash awards and other cash-based awards) shall
vest no earlier than the first anniversary of the date on which the award is granted; provided, that the following awards
shall not be subject to the foregoing minimum vesting requirement: any (i) substitute awards granted in connection with
awards that are assumed, converted or substituted pursuant to a merger, acquisition or similar transaction entered into
by the Company or any of its subsidiaries in accordance with Section 20 of the 2020 Plan, (ii) shares delivered in lieu of
fully vested cash obligations, (iii) awards to non-employee directors that vest on the earlier of the one-year anniversary of
the grant date and the next annual meeting of shareholders of the Company which is at least 50 weeks after the
immediately preceding year’s annual meeting and (iv) any additional awards the Compensation Committee may grant,
up to a maximum of 5% of the available share reserve authorized for issuance under the 2020 Plan; and, provided,
further, that the foregoing restriction does not apply to the Compensation Committee’s discretion to provide for
accelerated exercisability or vesting of any award, including in cases of retirement, death, disability or a change in
control, in the terms of the award agreement or otherwise.
Adjustments
In the event of any reorganization, merger, consolidation, recapitalization, liquidation, reclassification, stock dividend,
stock split, combination of shares, rights offering, divestiture or extraordinary dividend (including a spin off) or other
similar change in the corporate structure or shares of the Company, the Compensation Committee will make the
appropriate adjustment. These adjustments may be to the number and kind of securities and property that may be
available for issuance under the 2020 Plan or the terms and conditions of any outstanding awards, including any
performance goals or criteria with respect thereto. In order to prevent dilution or enlargement of the rights of
participants, the Compensation Committee may also adjust the number, kind, and exercise price of securities or other
property subject to outstanding awards.
Participation
Awards may be granted to team members, non-employee directors and consultants of the Company or any of its
subsidiaries. A “consultant” is one who renders services that are not in connection with the offer and sale of our
securities in a capital raising transaction and does not directly or indirectly promote or maintain a market for our
securities. As of December 28, 2019, approximately 658 team members and nine non-employee directors would have
been eligible to participate in the 2020 Plan had it been approved by our shareholders at such time.
Types of Awards
The 2020 Plan will permit us to grant non-statutory and incentive stock options, SARs, restricted stock awards, restricted
stock units, deferred stock units, annual performance cash awards, other cash-based awards and other stock-based
awards. Awards may be granted either alone or in addition to or in tandem with any other type of award.
Non-Statutory and Incentive Stock Options
Stock options entitle the holder to purchase a specified number of shares of our common stock at a specified price,
which is called the exercise price, subject to the terms and conditions of the stock option grant. The 2020 Plan permits
the grant of both non-statutory and incentive stock options, though incentive stock options may be granted only to team
members. Each stock option granted under the 2020 Plan must be evidenced by an award agreement that specifies the
exercise price, the term, the number of shares underlying the stock option, the vesting and any other conditions. Except
for substitute awards grated under Section 20 of the 2020 Plan, the exercise price of each stock option granted under
the 2020 Plan must be at least 100% of the fair market value of a share of our common stock as of the date the award is
granted to a participant. Fair market value is the closing price of our common stock, as reported on the Nasdaq.
The
closing price of our common stock, as reported on the Nasdaq, on M
arch 18, 2024, was $13.25 per
share.
The
Compensation Committee will fix the terms and conditions of each stock option, subject to certain restrictions. The
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Compensation Committee will fix the term of each stock option, but stock options granted under the 2020 Plan will not
be exercisable more than 10 years after the date the stock option is granted. Stock options may be exercised, in whole
or in part, by payment in full of the exercise price in cash or its equivalent. In the discretion of the Compensation
Committee, payment may also be made by the delivery of common stock already owned by the participant prior to such
delivery or to be issued upon the exercise of the option being exercised, by broker-assisted cashless exercise, by “net
exercise,” or by a combination of such methods; or such other method as may be permitted by the Compensation
Committee. In the case of a “net exercise” of a stock option, we will not require payment of the exercise price or any
required tax withholding obligations related to the exercise, but will reduce the number of shares issued upon the
exercise by the largest number of whole shares that has a fair market value that does not exceed the aggregate exercise
price for the shares underlying the stock option and any required tax withholding obligations.
Stock Appreciation Rights
A stock appreciation right, or SAR, is a right granted to receive payment of cash, stock or a combination of both, equal
to the difference between the fair market value of shares of our common stock and the exercise price of such shares.
Each SAR granted must be evidenced by an award agreement that specifies the exercise price, the term, and such other
provisions as the Compensation Committee may determine. Except for substitute awards granted under Section 20 of
the 2020 Plan, the exercise price of a SAR must be at least 100% of the fair market value of our common stock on the
date of grant. The Compensation Committee will fix the term of each SAR, but SARs granted under the 2020 Plan will
not be exercisable more than 10 years after the date the SAR is granted.
Restricted Stock Awards, Restricted Stock Units and Deferred Stock Units
Restricted stock awards, restricted stock units and/or deferred stock units may be granted under the 2020 Plan. A
restricted stock award is an award of common stock that is subject to restrictions on transfer and risk of forfeiture upon
certain events, typically including termination of service. Restricted stock units are similar to restricted stock awards,
except that no shares are actually awarded to the participant on the grant date. A deferred stock unit is a right that
allows a participant to receive shares of our common stock at a future time as determined by the Compensation
Committee or the participant, subject to certain guidelines. The Compensation Committee shall determine, and set forth
in an award agreement, the period of restriction, the number of shares of restricted stock awards or the number of
restricted stock units granted, and other such conditions or restrictions, including, in the case of a performance award,
any performance goals upon which the performance award is subject and any performance period during which any
performance goals must be achieved. Participants holding shares of restricted stock awards may be granted voting rights
with respect to their shares, but participants holding restricted stock units and/or deferred stock units will not have
voting rights with respect to their restricted stock units and/or deferred stock units. After all conditions and restrictions
applicable to restricted stock awards, restricted stock units and/or deferred stock units have been satisfied or have
lapsed (including the satisfaction of any applicable tax withholding obligations), shares of restricted stock awards will
become freely transferable (except as otherwise provided in the 2020 Plan), and restricted stock units will be paid in
cash, shares of our common stock, or some combination of cash and shares of our common stock as determined by the
Compensation Committee. The Compensation Committee may provide that a restricted stock award is conditioned
upon the participant making or refraining from making an election with respect to the award under Section 83(b) of the
IRC.
Annual Performance Cash Awards
Annual performance cash awards may be granted under the 2020 Plan in such amounts and upon such terms as the
Compensation Committee may determine, based on the achievement of specified performance goals for annual periods
or other time periods, as determined by the Compensation Committee.
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Non-Employee Director Awards
The Compensation Committee at any time and from time to time may grant to non-employee directors non-statutory
stock options, SARs or full value awards. Any such awards may be granted singly, in combination or in tandem, and may
be granted pursuant to such terms, conditions and limitations as the Compensation Committee may establish in its sole
discretion consistent with the provisions of the 2020 Plan.
The 2020 Plan permits non-employee directors to elect to receive shares of our common stock in lieu of their director
fees otherwise payable in cash. The election to receive our common stock in lieu of cash must be made in the calendar
quarter preceding the date any such fees are payable. The number of shares to be issued is determined by dividing the
dollar amount of reserved fees by the fair market value of our common stock on the date such fees would otherwise have
been payable.
Other Cash-Based Awards and Other Stock-Based Awards
Cash-based awards that are not annual performance cash awards may be granted to participants in such amounts and
upon such terms as the Compensation Committee may determine. These other cash-based awards will be paid in cash
only. Other stock-based awards (including the grant or offer for sale of unrestricted shares of our common stock or the
payment in cash or otherwise of amounts based on the value of shares of our common stock) may be granted in such
amounts and subject to such terms and conditions (including performance goals) as determined by the Compensation
Committee. These other stock-based awards shall be expressed in terms of shares of our common stock or units based
on shares of our common stock, as determined by the Compensation Committee. Other stock-based awards will be paid
in cash or shares of our common stock, as determined by the Compensation Committee.
Performance Measure Elements
The performance goals upon which the payment or vesting of a performance award depends may include, without
limitation, one or more of the following performance measure elements:
i.
Sales and revenue measure elem
ents, including gross revenue or sales, sales allowances, net revenue or net
sales, invoiced revenue or sales, collected revenue or sales, revenues from new products and bad debts;
ii.
Expense measurement elements, including direct material costs, direct labor costs, indirect labor costs, direct
manufacturing costs, indirect manufacturing costs, cost of goods sold, sales, general and administrative
expenses, operating expenses, non-cash expenses, tax expense, non-operating expenses and total expenses;
iii.
Profitability and productivity measure elements, including gross margin, net operating income, EBITDA (earnings
before interest, taxes, depreciation and amortization), EBIT (earnings before interest and taxes), NOPAT (net
operating income after taxes), net income, net cash flow and net cash flow from operations;
iv.
Asset utilization and effectiveness measure elements, including cash, excess cash, accounts receivable, inventory
(WIP or finished goods), current assets, working capital, total capital, fixed assets, total assets, standard hours,
plant utilization, purchase price variance and manufacturing overhead variance;
v.
Debt and equity measure elements, including accounts payable, current accrued liabilities, total current
liabilities, total debt, debt principal payments, net current borrowings, total long-term debt, credit rating,
retained earnings, total preferred equity, total common equity and total equity;
vi.
Shareholder and return measure elements, including earnings per share (diluted and fully diluted), stock price,
dividends, shares repurchased, total return to shareholders, debt coverage ratios, return on assets, return on
equity, return on invested capital and economic profit (for example, economic value added);
vii.
Customer and market measure elements, including dealer/channel size/scope, dealer/channel performance/
effectiveness, order fill rate, customer satisfaction, customer service/care, brand awareness and perception,
market share, warranty rates, produ
ct quality and channel inventory; and
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viii.
Organizational and team member measure elements, including headcount, team member performance, team
member productivity, standard hours, team member engagement/satisfaction, team member turnover and team
member diversity.
The Compensation Committee may amend or modify the vesting criteria (including any performance goals, performance
measures or performance periods) of any outstanding awards based in whole or in part on the financial performance of
the Company (or any subsidiary or division, business unit or other sub-unit thereof) in recognition of unusual or
nonrecurring events affecting the Company or the financial statements of the Company or of changes in applicable laws,
regulations or accounting principles, whenever the Compensation Committee determines that such adjustments are
appropriate in order to prevent unintended dilution or enlargement of the benefits or potential benefits intended to be
made available under the 2020 Plan.
Dividend Equivalents
With the exception of stock options and SARs, awards under the 2020 Plan may, in the Compensation Committee’s
discretion, earn dividend equivalents with respect to the cash or stock dividends or other distributions that would have
been paid on the shares of our common stock covered by such award had such shares been issued and outstanding on
the dividend payment date. Such dividend equivalents will be converted to cash or additional shares of our common
stock by such formula and at such time and subject to such limitations as determined by the Compensation Committee,
and only paid out once the award becomes vested.
Termination of Service
Unless otherwise expressly set forth in an individual agreement, the Compensation Committee will have the sole
discretion to determine and set forth in an award agreement the effect that the termination of a participant’s
employment or other service with the Company and all subsidiaries may have on any award.
Modification of Rights upon Termination
Upon a participant’s termination of employment or other service with the Company or any subsidiary, the Compensation
Committee may, in its sole discretion (which may be exercised at any time on or after the grant date, including following
such termination) cause stock options or SARs (or any part thereof) held by such participant as of the effective date of
such termination to terminate, become or continue to become exercisable or remain exercisable following such
termination of employment or service, and restricted stock, restricted stock units, deferred stock units, performance
awards, annual performance cash awards, non-employee director awards, other cash-based awards and other stock-
based awards held by such participant as of the effective date of such termination to terminate, vest or become free of
restrictions and conditions to payment, as the case may be, following such termination of employment or service, in each
case in the manner determined by the Compensation Committee; provided, however, that no stock option or SAR may
remain exercisable beyond its expiration date.
Determination of Termination
The change in a participant’s status from a team member to a consultant will be deemed a termination unless the
Compensation Committee determines otherwise, in its sole discretion. The change in a participant’s status from a
consultant to a team member or from that of a team member to that of a director will not be deemed a termination of
the participant’s service as a consultant or team member, respectively. Unless the Compensation Committee determines
otherwise, a participant’s termination date will be deemed to be the date recorded on personnel or other records of the
Company or any subsidiary. If the payment of an award that is subject to Section 409A of the IRC is triggered by
termination of a participant’s employment or other service, the termination must also constitute a “separation from
service” within the meaning of Section 409A of the IRC, and any change in employment status that constitutes a
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“separation from service” under Section 409A of the IRC will be treated as a termination of employment or service, as
the case may be.
Forfeiture and Recoupment
If a participant is determined by the Compensation Committee to have taken any action while providing services to the
Company or after termination of such services, that would constitute “cause” or an “adverse action,” as such terms are
defined in the 2020 Plan, all rights of the participant under the 2020 Plan and any agreements evidencing an award then
held by the participant will terminate and be forfeited. The Compensation Committee has the authority to rescind the
exercise, vesting, issuance or payment in respect of any awards of the participant that were exercised, vested, issued or
paid, and require the participant to pay to the Company, within ten days of receipt of notice, any amount received or the
amount gained as a result of any such rescinded exercise, vesting, issuance or payment. The Company may defer the
exercise of any stock option or SAR for up to six months after receipt of notice of exercise in order for the Compensation
Committee to determine whether “cause” or “adverse action” exists. The Company is entitled to withhold and deduct
future wages to collect any amount due. In addition, if the Company is required to prepare an accounting restatement
due to material noncompliance, as a result of misconduct, with any financial reporting requirement under the securities
laws, then any participant who is one of the individuals subject to automatic forfeiture under Section 304 of the
Sarbanes-Oxley Act of 2002 will reimburse the Company for the amount of any award received by such individual under
the 2020 Plan during the 12-month period following the first public issuance or filing with the Securities and Exchange
Commission, as the case may be, of the financial document embodying such financial reporting requirement. The
Company may also seek to recover any award made as required by the provisions of the Dodd-Frank Wall Street Reform
and Consumer Protection Act or any other clawback, forfeiture or recoupment provision required by applicable law or
under the requirements of any stock exchange or market upon which our common stock is then listed or traded. In
addition, all awards under the 2020 Plan will be subject to forfeiture and other penalties pursuant to any standalone
clawback or forfeiture policy of the Company, as in effect from time to time, including the Sleep Number Corporation
Clawback and Forfeiture Policy, and such forfeiture and/or penalty conditions or provisions as determined by the
Compensation Committee and set forth in the applicable award agreement.
Change in Control and Acceleration of Vesting
Generally, a change in control means the occurrence of any
one of the following events:
•
During any 24 month period, individuals who, as of the beginning of such period, constitute the Board cease for
any reason to constitute at least a majority of the Board, subject to certain exceptions;
•
Any person is or becomes a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Company representing 35% or more of the combined voting power of the
Company’s then outstanding securities eligible to vote for the election of the Board, subject to certain
exceptions;
•
The consummation of a merger, consolidation, statutory share exchange or similar form of corporate transaction
involving the Company or any of its subsidiaries that requires the approval of the Company’s shareholders,
unless certain criteria are met; or
•
The consummation of a sale of all or substantially all of the Company’s assets or the approval by shareholders of
the Company of a plan of complete liquidation or dissolution of the Com
pany.
Notwithstanding the foregoing, such a change in control shall not be deemed to occur solely because any person
acquires beneficial ownership of more than 35% of the Company’s voting securities as a result of the acquisition of
Company voting securities by the Company which reduces the number of our voting securities outstanding. However, if
after such acquisition by the Company such person becomes the beneficial owner of additional voting securities of the
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Company that increases the percentage of our outstanding voting securities beneficially owned by such person, a
change in control of the Company shall then occur.
Without limiting the authority of the Compensation Committee to adjust awards as discussed under the headings “Plan
Administration” and “Adjustments,” if a change in control of the Company occurs, then, unless otherwise provided in
the Award Agreement, if the Company is not the surviving corporation or the acquiring corporation does not assume the
outstanding awards or substitute equivalent awards,
then:
•
All outstanding stock options and SARs will become immediately exercisable in full and will remain exercisable
for the remainder of their terms, regardless of whether the participant to whom such stock options or SARs have
been granted remains in employment or service with the Company or any subsidiary;
•
All restrictions and vesting requirements applicable to any award based solely on the continued service of the
participant will terminate; and
•
All awards, the vesting or payment of which are based on performance goals, will vest as though such
performance goals were fully achieved at target and will become immediately payable.
However, no award that provides for a deferral of compensation within the meaning of Section 409A of the Internal
Revenue Code of 1986, as amended (
IRC)
will be cashed out upon the occurrence of a change in control unless the
event or circumstances constituting the change in control also constitute a “change in the ownership” of the Company, a
“change in the effective control” of the Company or a “change in the ownership of a substantial portion of the assets” of
the Company, in each case as determined under Section 409A of the IRC. The treatment of any other awards in the
event of a change in control will be as determined by the Compensation Committee in connection with the grant
thereof, as reflected in the applicable award agreement. The Compensation Committee is given the power under the
2020 Plan to alternatively provide that upon a change in control, any or all outstanding stock-based awards will be
canceled and terminated and the holders will receive a payment of cash or stock equal to the difference, if any, between
the consideration received by shareholders in respect of a share of common stock in connection with the change in
control and the purchase price per share, if any, under the award, multiplied by the number of shares subject to such
award, provided that if such product is zero or less, or the award is not exercisable, the award may be canceled and
terminated without payment for such award.
If a participant’s employment or other service with the Company is terminated without “cause” or “adverse action” (as
such terms are defined in the 2020 Plan) within two years following a change in control, and the Company is the surviving
corporation following such change in control, or the
acquiror
assumes the outstanding awards or substitutes equivalent
equity awards relating to the securities of such acquiror or its affiliates for such awards,
then:
•
All outstanding options and SARs will become immediately exercisable in full and will remain exercisable for the
remainder of their terms, regardless of whether the participant to whom such options or SARs have been
granted remains in employment or service with the Company;
•
All restrictions and vesting requirements applicable to any award based solely on the continued service of the
participant will terminate; and
•
All awards, the vesting or payment of which is based on performance goals, will vest as though such
performance goals were fully achieved at target and will become immediately payable.
However, no award that provides for a deferral of compensation within the meaning of Section 409A of the IRC will be
cashed out upon the occurrence of a change in control unless the event or circumstances constituting the change in
control also constitute a “change in the ownership” of the Company, a “change in the effective control” of the Company
or a “change in the ownership of a substantial portion of the assets” of the Company, in each case as determined under
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Section 409A of the IRC. The treatment of any other awards in the event of a change in control will be as determined by
the Compensation Committee in connection with the grant thereof, as reflected in the applicable award agreement.
Substituted Awards
The Compensation Committee may grant awards under the 2020 Plan in substitution for stock and stock-based awards
held by team members of another entity who become team members of the Company or a subsidiary as a result of a
merger or consolidation of the former employing entity with the Company or a subsidiary or the acquisition by the
Company or a subsidiary of property or stock of the former employing corporation. The Compensation Committee may
direct that the substitute awards be granted on such terms and conditions as the Compensation Committee considers
appropriate in the circumstances, subject to compliance with the rules under Sections 409A, 422 and 424 of the IRC, as
and where applicable.
Term, Termination and Amendment
Unless sooner terminated by the Board, the 2020 Plan will terminate at midnight on May 12, 2030. No award will be
granted after termination of the 2020 Plan, but awards outstanding upon termination of the 2020 Plan will remain
outstanding in accordance with their applicable terms and conditions and the terms and conditions of the 2020 Plan.
Subject to certain exceptions, the Board has the authority to terminate and the Compensation Committee has the
authority to amend the 2020 Plan or any outstanding award agreement at any time and from time to time, provided that
certain amendments to the 2020 Plan will not become effective without shareholder approval, as set forth below. No
termination, suspension or amendment of the 2020 Plan may materially adversely affect any outstanding award without
the consent of the affected participant.
No amendments to the 2020 Plan will be effective without approval of the Company’s shareholders if: (a) shareholder
approval of the amendment is then required pursuant to Section 422 of the IRC, the rules of the primary stock exchange
on which the common stock is then traded, applicable U.S. state and federal laws or regulations and the applicable laws
of any foreign country or jurisdiction where awards are, or will be, granted under the 2020 Plan or (b) such amendment
would: (i) modify the restrictions on re-pricing, (ii) materially increase benefits accruing to participants, (iii) subject to
certain adjustments, increase the aggregate number of shares of common stock issued or issuable under the 2020 Plan,
(iv) modify the eligibility requirements for participants in the 2020 Plan or (v) reduce the minimum exercise price as set
forth in the 2020 Plan.
Plan Benefits
It is not presently possible to determine the benefits or amounts that will be received by or allocated to participants
under the 2020 Plan or that would have been received by or allocated to participants for the last completed fiscal year if
the 2020 Plan had then been in effect because awards under the 2020 Plan will be made at the discretion of the
Compensation Committee.
Federal Income Tax Information
The following is a general summary, as of the date of this Proxy Statement, of the federal income tax consequences to
participants and the Company of transactions under the 2020 Plan. This summary is intended for the information of
shareholders considering how to vote at the 2020 Annual Meeting of Shareholders and not as tax guidance to
participants in the 2020 Plan, as the consequences may vary with the types of grants made, the identity of the
participant, including the participant’s individual tax situation, and the method of payment or settlement. The summary
does not address the effects of other federal taxes or taxes imposed under state, local or foreign tax laws. Participants
are encouraged to seek the advice of a qualified tax advisor regarding the tax consequences of participation in the 2020
Plan.
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Incentive Stock Options
With respect to statutory stock options, which are more commonly referred to as incentive stock options, generally, the
participant is not taxed, and we are not entitled to a deduction, on either the grant or the exercise of an incentive stock
option so long as the requirements of Section 422 of the IRC continue to be met (the participant may, however, need to
determine whether there are any alternative minimum tax (AMT) implications upon exercise). If the participant meets the
employment requirements and does not dispose of the shares of our common stock acquired upon exercise of an
incentive stock option until at least one year after date of the exercise of the stock option and at least two years after the
date the stock option was granted, gain or loss realized on sale of the shares will be treated as long-term capital gain or
loss. If the shares of our common stock are disposed of before those periods expire, which is called a disqualifying
disposition, the participant will be required to recognize ordinary income in an amount equal to the lesser of (i) the
excess, if any, of the fair market value of our common stock on the date of exercise over the exercise price or (ii) if the
disposition is a taxable sale or exchange, the amount of gain realized. Upon a disqualifying disposition, we will generally
be entitled, in the same tax year, to a deduction equal to the amount of ordinary income recognized by the participant,
assuming that a deduction is allowed under Section 162(m) of the IRC.
Non-Statutory Stock Options
The grant of a stock option that does not qualify for treatment as an incentive stock option, which is generally referred to
as a non-statutory stock option, is generally not a taxable event for the participant. Upon exercise of the stock option,
the participant will generally be required to recognize ordinary income in an amount equal to the excess of the fair
market value of our common stock acquired upon exercise (determined as of the date of exercise) over the exercise price
of the stock option, and we will be entitled to a deduction in an equal amount in the same tax year, assuming that a
deduction is allowed under Section 162(m) of the IRC. At the time of a subsequent sale or disposition of shares obtained
upon exercise of a non-statutory stock option, any gain or loss will be a capital gain or loss, which will be either a long-
term or short-term capital gain or loss, depending on how long the shares have been held.
Stock Appreciation Rights
(SARs)
The grant of a SAR will not cause the participant to recognize ordinary income or entitle us to a deduction for federal
income tax purposes. Upon the exercise of a SAR, the participant will recognize ordinary income in the amount of the
cash or the value of shares payable to the participant (before reduction for any withholding taxes), and we will receive a
corresponding deduction in an amount equal to the ordinary income recognized by the participant, assuming that a
deduction is allowed under Section 162(m) of the IRC.
Restricted Stock, Restricted Stock Units, Deferred Stock Units and Other Stock-Based Awards
The federal income tax consequences with respect to restricted stock, restricted stock units, deferred stock units and
other stock unit and stock-based awards depend on the facts and circumstances of each award, including, in particular,
the nature of any restrictions imposed with respect to the awards. In general, if an award granted to the participant is
subject to a “substantial risk of forfeiture” (e.g., the award is conditioned upon the future performance of substantial
services by the participant) and is nontransferable, a taxable event occurs when the risk of forfeiture ceases or the awards
become transferable, whichever first occurs. At such time, the participant will recognize ordinary income to the extent of
the excess of the fair market value of the stock on such date over the participant’s cost for such stock (if any), and the
same amount is deductible by us, assuming that a deduction is allowed under Section 162(m) of the IRC. Under certain
circumstances, the participant, by making an election under Section 83(b) of the IRC within thirty days of the grant date
of an award, can accelerate federal income tax recognition with respect to an award of stock that is subject to a
substantial risk of forfeiture and transferability restrictions, in which event the ordinary income amount and our deduction
will be measured and timed as of the grant date of the award. If the award granted to the participant is not subject to a
substantial risk of forfeiture or transferability restrictions, the participant will recognize ordinary income with respect to
the award to the extent of the excess of the fair market value of the stock at the time of grant over the participant’s cost,
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if any, and the same amount is deductible by us, assuming that a deduction is allowed under Section 162(m) of the IRC.
If a stock unit award or other stock-based award is granted but no stock is actually issued to the participant at the time
the award is granted, the participant will recognize ordinary income at the time the participant receives stock free of any
substantial risk of forfeiture (or receives cash in lieu of such stock) and the amount of such income will be equal to the fair
market value of the stock at such time over the participant’s cost, if any, and the same amount is then deductible by us,
assuming that a deduction is allowed under Section 162(m) of the IRC.
Annual Performance Cash Awards and Other Cash-Based Awards
Annual performance cash awards and other cash-based awards will be taxable as ordinary income to the participant in
the amount of the cash received by the participant (before reduction for any withholding taxes), and we will receive a
corresponding deduction in an amount equal to the ordinary income recognized by the participant, assuming that a
deduction is allowed under Section 162(m) of the IRC.
Withholding Obligations
We are entitled to withhold and deduct from future wages of the participant, to make other arrangements for the
collection of, or to require the recipient to pay to us, an amount necessary for us to satisfy the recipient’s federal, state or
local tax withholding obligations with respect to awards granted under the 2020 Plan. Withholding for taxes may be
calculated based on the maximum applicable tax rate for the participant’s jurisdiction or such other rate that will not
trigger a negative accounting impact on the Company. The Compensation Committee may permit a participant to satisfy
a tax withholding obligation by withholding shares of common stock underlying an award, tendering previously acquired
shares, delivery of a broker exercise notice or a combination of these methods.
Code Section 409A
A participant may be subject to a 20% penalty tax, in addition to ordinary income tax, at the time the grant becomes
vested, plus an interest penalty tax, if the grant constitutes deferred compensation under Section 409A of the IRC and
the requirements of Section 409A of the IRC, including any exceptions thereto, are not satisfied.
Code Section 162(m)
Pursuant to Section 162(m) of the IRC, the annual compensation paid to an individual who is a “covered employee” is
not deductible by us to the extent it exceeds $1 million. The Tax Cuts and Jobs Act, signed into law on December 22,
2017, amended Section 162(m), effective for tax years beginning after December 31, 2017, (i) to expand the definition of
a “covered employee” to include any person who was the CEO or the Chief Financial Officer at any time during the year
and the three most highly compensated officers (other than the CEO and Chief Financial Officer) who were employed at
any time during the year whether or not the compensation is reported in the Summary Compensation Table included in
our Proxy Statement; (ii) to treat any individual who is considered a covered employee at any time during a tax year
beginning after December 31, 2016 as remaining a covered employee permanently; and (iii) to eliminate the
performance-based compensation exception to the $1 million deduction limit (with a transition provision continuing the
performance-based exception for certain compensation covered by a written binding contract in existence on November
2, 2017).
Excise Tax on Excess Parachute Payments
Unless otherwise provided in a separate agreement between a participant and the Company, if, with respect to a
participant, the acceleration of the vesting of an award or the payment of cash in exchange for all or part of an award,
together with any other payments that such participant has the right to receive from the Company, would constitute an
“excess parachute payment” under Section 280G of the IRC, then the payments to such participant will be reduced to
the largest amount as will result in no portion of such payments being subject to the excise tax imposed by Section 4999
of the IRC. Such reduction, however, will only be made if the aggregate amount of the payments after such reduction
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|
|
exceeds the difference between the amount of such payments absent such reduction minus the aggregate amount of
the excise tax imposed under Section 4999 of the IRC attributable to any such excess parachute payments. If such
provisions are applicable and if a team member will be subject to a 20% excise tax on any “excess parachute payment”
pursuant to Section 4999 of the IRC, we will be denied a deduction with respect to such excess parachute payment
pursuant to Section 280G of the IRC.
Equity
Compensation Plan
Information
|
Plan Category
|
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
(1)
(a)
|
Weighted average
exercise price of
outstanding options,
warrants and rights
(3)
(b)
|
Number of
securities remaining
available for future
issuance under
equity
compensation plans
(excluding securities
reflected in column
(a))
(4) (c)
|
||
|
Equity compensation plans approved by
security holders
|
2,222,696
|
(2)
|
$
40.80
|
1,198,490
|
|
|
Equity compensation plans not approved by
security holders
|
None
|
|
Not applicable
|
None
|
|
|
Total
|
2,222,696
|
|
$
40.80
|
1,198,490
|
(1)
Includes the Sleep Number Corporation 2020 Equity Incentive Plan and the Sleep Number Corporation 2010 Omnibus Incentive Plan.
(2)
This amount includes 397,307 restricted stock units, 698,500 performance-based stock units and 80,927 phantom shares. Performance-based stock
units are shown at target. The actual number of shares to be issued under performance-based stock unit awards depends on Company performance
against goals.
(3)
The weighted average exercise price does not take into account the unvested restricted stock units, performance-based stock units or phantom
shares, which have no exercise price.
(4)
This represents the number of shares of common stock available for issuance under the Sleep Number Corporation 2020 Equity Incentive Plan.
Board Recommendation
The Board of Directors recommends that the shareholders vote “
For
” approval of the amendment to the Sleep Number
Corporation 2020 Equity Incentive Plan to increase the number of shares authorized for issuance by 1,500,
000
.
Vote Required
The affirmative vote of the holders of a majority of the shares of common stock present and entitled to vote in person or
by proxy on this matter at the Annual Meeting, and at least a majority of the minimum number of votes necessary for a
quorum, is necessary for approval of the Plan Amendment. Unless a contrary choice is specified, proxies solicited by the
Board of Directors will be voted “
For
” approval of the Plan Amendment.
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STOCK OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
The following table shows the beneficial ownership of Sleep Number common stock as of
February 24, 2024
(unless
another date is indicated) by: (a) each Director, each nominee for Director recommended by our Board and each
executive officer named in the Summary Compensation Table on page
49
of this Proxy Statement, (b) all
Directors
and
executive officers as a group and (c) each person known by us to be the Beneficial Owner of more than 5% of Sleep
Number common stock.
|
Title of Class
|
Name and Address of Beneficial Owner
(1)
|
Amount and
Nature of
Beneficial
Ownership
(2)(3)
|
Percent of Class
|
|
Common Stock
|
Daniel I. Alegre
|
22,795
|
*
|
|
Common Stock
|
Melissa Barra
|
104,861
|
*
|
|
Common Stock
|
Andrea L. Bloomquist
|
120,044
|
*
|
|
Common Stock
|
Phillip M. Eyler
(4)
|
4,935
|
*
|
|
Common Stock
|
Stephen L. Gulis, Jr.
(4)
|
83,982
|
*
|
|
Common Stock
|
Michael J. Harrison
|
59,150
|
*
|
|
Common Stock
|
Samuel R. Hellfeld
|
58,673
|
*
|
|
Common Stock
|
Julie M. Howard
(4)
|
23,766
|
*
|
|
Common Stock
|
Shelly R. Ibach
|
713,525
|
3.1%
|
|
Common Stock
|
Deborah L. Kilpatrick, Ph.D.
|
27,952
|
*
|
|
Common Stock
|
Christopher D. Krusmark
|
29,387
|
*
|
|
Common Stock
|
Brenda J. Lauderback
(4)
|
50,193
|
*
|
|
Common Stock
|
Francis K. Lee
|
—
|
*
|
|
Common Stock
|
Stephen E. Macadam
|
50,137
|
*
|
|
Common Stock
|
Barbara R. Matas
(4)
|
47,789
|
*
|
|
Common Stock
|
Angel L. Mendez
(4)
|
4,935
|
*
|
|
Common Stock
|
Hilary A. Schneider
|
—
|
*
|
|
Common Stock
|
All directors and executive officers as a group (20 persons)
(5)
|
1,560,171
|
6.8%
|
|
Common Stock
|
Stadium Capital Management LLC
(6)
199 Elm Street
New Canaan, CT 06840
|
2,023,178
|
9.1%
|
|
Common Stock
|
BlackRock, Inc.
(7)
55 East 52
nd
Street
New York, New York 10055
|
1,705,239
|
7.7%
|
|
Common Stock
|
The Vanguard Group, Inc.
(8)
100 Vanguard Blvd.
Malvern, Pennsylvania 19355
|
1,246,460
|
5.6%
|
* Less than 1% of the outstanding shares.
(1)
The business address for each of the Directors and executive officers of the Company is c/o Sleep Number Corporation, 1001 Third Avenue South,
Minneapolis, Minnesota 55404.
(2)
The shares shown include the following shares that Directors and executive officers have the right to acquire within 60 days through the exercise of
stock options: Mr. Alegre, 1,985; Ms. Barra, 39,158; Ms. Bloomquist, 31,608; Mr. Eyler, 1,915; Mr. Gulis, 5,325; Mr. Harrison, 15,227; Mr. Hellfeld,
31,902; Ms. Howard, 3,460; Ms. Ibach, 332,355; Ms. Kilpatrick, 7,490; Mr. Krusmark, 13,835; Ms. Lauderback, 15,227; Ms. Matas, 5,325; and Mr.
Mendez, 1,915.
(3)
The shares shown include the following shares that executive officers have the right to acquire within 60 days through the vesting of performance
restricted stock units: Ms. Barra, 2,257; Ms. Bloomquist, 2,319; Mr. Hellfeld, 1,464; Mr. Krusmark, 1,343; and Ms. Ibach, 14,146. In addition, Ms.
Ibach’s amount includes 88,009 performance stock restricted units that were deferred.
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OUR SHAREHOLDERS
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(4)
The Sleep Number Corporation 2020 Equity Incentive Plan (the 2020 Plan) permits non-employee Directors to receive Director fees in the form of
common stock in lieu of cash and to defer receipt of such shares. In addition, the 2020 Plan permits non-employee Directors to defer receipt of
shares of the Company’s common stock under an Incentive Award granted under the 2020 Plan (referred to as Restricted Stock Units or RSUs). The
Directors are entitled to the deferred shares and fully-vested RSUs until the earlier of an elected date or separation of service from the Company.
Mr. Eyler’s amount includes 3,020 RSUs that were deferred. Mr. Gulis’ amount includes 49,746 shares that were deferred in lieu of Director fees and
27,081 RSUs that were deferred. Ms. Lauderback’s amount includes 8,126 RSUs that were deferred. Ms. Matas’ amount includes 20,513 shares that
were deferred in lieu of Director fees and 7,245 RSUs that were deferred. Ms. Howard’s amount includes 6,636 shares that were deferred in lieu of
Director fees and 3,085 RSUs that were deferred. Mr. Mendez’s amount includes 3,020 RSUs that were deferred.
(5)
Includes an aggregate of 563,032 shares that Directors and executive officers as a group have the right to acquire within 60 days through the
exercise of stock options. Includes an aggregate of 25,068 shares held under performance stock units that have not vested and 796 shares that
Directors and executive officers as a group have the right to acquire within 60 days through the vesting of restricted stock units. Also includes
76,895 shares that were deferred by non-employee Directors in lieu of Director fees and 139,586 stock units that were deferred by executive officers
and non-employee Directors.
(6)
Stadium Capital Management LLC reported in a Schedule 13F filed with the Securities and Exchange Commission on February 14, 2024 that as of
December 31, 2023 it beneficially owned 2,023,178 shares of Common Stock of Sleep Number Corporation, and had sole power to vote or to direct
the vote and sole dispositive power with respect to 2,023,178 shares.
(7)
BlackRock, Inc. reported in a Schedule 13G/A filed with the Securities and Exchange Commission on January 8, 2024 that as of December 31, 2023
it beneficially owned 1,705,239 shares of Common Stock of Sleep Number Corporation, had sole power to vote or to direct the vote with respect to
1,671,183 shares and sole dispositive power with respect to 1,705,239 shares.
(8)
The Vanguard Group, Inc. reported in a Schedule 13G/A filed with the Securities and Exchange Commission on January 10, 2024 that as of
December 29, 2023 it beneficially owned 1,246,460 shares of Common Stock of Sleep Number Corporation, had no sole power to vote or to direct
the vote with respect to any shares, shared power to vote or to direct the vote with respect to 27,467 shares, shared dispositive power with respect
to 49,348 shares and sole dispositive power with respect to 1,197,112 shares.
SHAREHOLDER OUTREACH
Our Board of Directors and management team maintain a deep commitment to strong corporate governance.
Engagement with, and accountability to, our shareholders are cornerstones of this commitment. Accordingly, we
maintain an active shareholder engagement program that facilitates channels of communication and aims to foster
relationships with our shareholders to drive sustainable, long-term growth and shareholder value. As part of our
engagement program, members of our management team regularly meet with shareholders, in-person, virtually or by
phone, occasionally joined by one or more members of our Board, to discuss strategy, governance, pay for performance
orientation and other matters of shareholder interest.
In 2023, we engaged with large institutional shareholders on key
environmental, social and governance topics, such as executive compensation, privacy and cybersecurity
. See
“Shareholder Engagement” on pag
e
31
of this Proxy Statement for more information on our shareholder engagement.
Our ongoing shareholder engagement and commitment to long-
term value creation will continue to inform our Board’s
deliberations in
2024
and beyond.
SHAREHOLDER PROPOSALS FOR
2025
ANNUAL MEETING
Any shareholder proposal requested to be included in the proxy materials for the
2025
Annual Meeting of Shareholders
must (a) be received by our Chief Legal and Risk Officer and Secretary on or before
December 3, 2024
, and (b) satisfy all
of the requirements of, and not otherwise be permitted to be excluded under, Rule 14a-8 promulgated by the SEC and
our Bylaws. In addition, shareholders who intend to solicit proxies in support of director nominees other than the
Company’s nominees must also comply with the additional requirements of Rule 14a-19(b).
Our Bylaws require advance written notice to our Company of shareholder-proposed business or of a shareholder’s
intention to make a nomination for Director at an annual meeting of shareholders. They also limit the business which may
be conducted at any special meeting of shareholders to business brought by the Board.
Specifically, the Bylaws provide that business may be brought before an annual meeting by a shareholder only if the
shareholder provides written notice to the Secretary of our Company not less than 120 days prior to the first anniversary
of the date that we first released or mailed our proxy materials to shareholders in connection with the preceding year’s
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OUR SHAREHOLDERS
|
|
annual meeting. Under these provisions, notice of a shareholder proposal to be presented at the
2025
Annual Meeting
of Shareholders (but that is not requested to be included in the proxy materials) must be provided to the Secretary of our
Company on or before
December 3, 2024
. In the event, however, that the date of the annual meeting is advanced by
more than 30 days or delayed by more than 60 days from the anniversary of the preceding year’s annual meeting date,
notice by the shareholder to be timely must be so delivered not later than the close of business on the later of the 120th
day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such
meeting is first made.
A shareholder’s notice must set forth:
•
A de
scription of the proposed business and the reasons for it;
•
The name and address of the shareholder making the proposal;
•
The class and number of shares of common stock owned by the shareholder; and
•
A descrip
tion of any material interest of the shareholder in the proposed business.
Our Bylaws also provide that a shareholder may nominate a Director at an annual meeting only after providing advance
written notice to the Secretary of our Company within the time limits described above. The shareholder’s notice must set
forth all information about each nominee that would be required under SEC rules in a proxy statement soliciting proxies
for the election of such nominee, as well as the nominee’s business and residence address. The notice must also set forth
the name and record address of the shareholder making the nomination and the class and number of shares of common
stock owned by that shareholder.
Shareholders wishing to nominate director candidates must submit a written request with related and required
information to our corporate Secretary in accordance with the terms of our Bylaws at least 120 days prior to the first
anniversary of the date that the Company first released or mailed its proxy materials to shareholders in connection with
the preceding year’s regular or annual meeting. The CGNC will review and evaluate these candidates in the same
manner as other nominations.
The shareholder’s notice must include, for each director nominee: (a) the name, age, business address and residence
address of the nominee, (b) the principal occupation or employment of the nominee, (c) the class and number of shares
of capital stock of the Company that are beneficially owned by the nominee and (d) any other information concerning the
nominee that would be required under the rules of the SEC in a proxy statement soliciting proxies for the election of
such nominee. The shareholder’s notice must also include: (a) the name and address of the nominating shareholder, as
they appear on the Company’s books and (b) the class and number of shares of the Company that are owned beneficially
and of record by the shareholder. The shareholder’s notice must also be accompanied by the proposed nominee’s
signed consent to serve as a Director of the Company.
In addition, to comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director
nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule
14a-19 under the Exchange Act no later than
March 22, 2025
.
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|
|
FREQUENTLY ASKED QUESTIONS ABOUT THE MEETING AND VOTING
When is the Annual Meeting?
The Annual Meeting will be held at
8:30 a.m. Central Time
on
May 21, 2024
.
If we determine to make any change to the date, time or procedures of our Annual Meeting, we will announce such
changes in advance on our website
http://ir.sleepnumber.com
and file with the Securities and Exchange Commission as
additional proxy materials.
How can shareholders attend?
The meeting will be conducted as a virtual meeting via the internet. Shareholders may participate in the meeting and
submit questions electronically during the meeting via live webcast by visiting the virtual meeting platform at
www.virtualshareholdermeeting.com/SNBR2024
.
Shareholders must enter the 16-digit control number included in
Notice of Internet Availability of Proxy Materials, on the proxy card or in the instructions that accompanied the proxy
materials to enter the Annual Meeting. Shareholders may log into the virtual meeting platform beginning at
8:15 a.m.
Central Time
on
May 21, 2024
.
The virtual meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome and Safari) and
devices (desktops, laptops, tablets and cell phones) running the most updated version of applicable software and
plugins. Participants should confirm that they have a strong Internet connection and log in early to ensure that they can
hear streaming audio prior to the start of the meeting. If you encounter any technical difficulties, please call the technical
support number that will be posted on the virtual meeting platform log-in page.
If you wish to submit a question, you may do so during the meeting.
Detailed guidelines for submitting written questions
during the meeting will be available at
www.virtualshareholdermeeting.com/SNBR2024
. Questions pertinent to
meeting matters will be recognized and answered during the meeting, subject to time constraints. We reserve the right
to edit or reject questions that are profane or otherwise inappropriate. Appropriate questions pertinent to meeting
matters that cannot be answered during the meeting due to time constraints will be posted and answered online at
http://ir.sleepnumber.com
and be available as soon as practical after the meeting. The information contained in or
connected to our website is not incorporated by reference into, or considered a part of, this Proxy Statement.
What is up for shareholder vote?
There are four proposals up for shareholder
vote:
•
Proposal 1:
Elect four persons to serve as Directors for three-year terms;
•
Proposal 2:
Ratify the selection of Deloitte & Touche LLP as our independent registered public accounting
firm for the
2024
fiscal year ending
December 28, 2024
;
•
Proposal 3:
Cast an advisory vote to approve executive compensation (Say on Pay); and
•
Proposal 4:
Approve the amendment to the Sleep Number Corporation 2020 Equity Incentive Plan to
increase the number of shares reserved for issuance by 1,500,000 shares.
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OUR ANNUAL MEETING AND VOTING
|
|
What are the voting choices?
For proposal 1 (the election of Directors) you may:
•
Vote in favor of all nominees;
•
Vote in favor of specific nominees and withhold a favorable vote for specific nominees; or
•
Withhold authority to vote for all nominees.
For proposal 2 (ratification of the appointment of independent auditors) you may:
•
Vote in favor of the proposal;
•
Vote against the proposal; or
•
Abstain from voting on the proposal.
For proposal 3 (the advisory vote to approve executive compensation (Say on Pay)) you may:
•
Vote in favor of the proposal;
•
Vote against the proposal; or
•
Abstain from voting on the proposal.
For proposal 4 (approve the amendment to the Sleep Number Corporation 2020 Equity Incentive Plan) you may:
•
Vote in favor of the proposal;
•
Vote against the proposal; or
•
Abstain from voting on the
proposal
.
How does the Board recommend that shareholders vote?
Sleep Number’s Board unanimously recommends that shareholders vote as follows:
•
Proposal 1: “For”
the election of each of the nominees for Director nominated herein by the Board of Sleep
Number.
•
Proposal 2: “For”
the ratification of the appointment of Deloitte & Touche LLP as our independent registered
public accounting firm for the fiscal year ending
December 28, 2024
.
•
Proposal 3: “For”
the advisory vote to approve executive compensation (Say on Pay).
•
Proposal 4: “For”
the amendment to the Sleep Number Corporation 2020 Equity Incentive Plan to increase the
number of shares reserved for issuance by 1,500,000 shares.
Who is eligible to vote?
Shareholders of record at the close of business on
March 25, 2024
(the Record Date) are entitled to vote at the meeting.
As of the Record Date, there were
22,326,492
shares of common stock outstanding. Each share is entitled to one vote
on each matter to be voted on at the Annual Meeting. Shareholders do not have cumulative voting rights.
What is the difference between “Shareholders of Record” and “Beneficial Owners”?
If your shares are registered in your name in the records maintained by our stock transfer agent, you are a “Shareholder
of Record.” If you are a Shareholder of Record, notice of the meeting was sent directly to you.
If your shares are held in the name of your bank, broker, nominee or other holder of record, your shares are held in
“street name” and you are considered the “Beneficial Owner.” Notice of the meeting has been forwarded to you by
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|
your bank, broker, nominee or other holder of record, who is considered, with respect to those shares, the Shareholder
of Record. As the Beneficial Owner, you have the right to direct your bank, broker, nominee or other holder of record
how to vote your shares by using the voting instructions you received.
How do shareholders vote their shares?
If you are a
Shareholder of Record
as of the record date, you can vote your shares in any of the following ways:
•
Over the
telephone
by calling the toll-free number on the proxy card,
•
Over the
Internet
by following the instructions on the proxy card,
•
Through the
mail
– if you received a paper copy of the Proxy Statement, you may vote by mail by signing, dating
and mailing your proxy card in the envelope provided to be received no later than
May 19, 2024
or
•
Over the Internet during the
2024
annual meeting by going to
www.virtualshareholdermeeting.com/
SNBR2024
and using your 16-digit control number (included on the Notice of Internet Availability of Proxy
Materials, on your proxy card or in the instructions that accompanied your proxy materials).
Your vote is important. Whether or not you plan to attend the meeting, we urge you to vote your shares in time for our
May 21, 2024
meeting date.
How Beneficial Owners vote
If you are a
Beneficial Owner
of shares held in “street name,” you must vote your shares in the manner prescribed by
your bank, broker, nominee or other holder of record. Your bank, broker, nominee or other holder of record has
provided notice by email or a printed voting instruction card for you to use in directing the bank, broker, nominee or
other holder of record how to vote your shares. Telephone and Internet voting are also encouraged for Beneficial
Owners who hold their shares in street name.
Beneficial Owners should be aware that brokers are not permitted to vote shares on non-routine matters, including the
election of Directors or matters related to equity plans or executive compensation, without instructions from the
Beneficial Owner. As a result, brokers are not permitted to vote shares on proposal 1 (election of Directors), proposal 3
(the advisory vote to approve executive compensation) or
proposal 4 (approve the amendment to the Sleep Number
Corporation 2020 Equity Incentive Plan)
without instructions from the Beneficial Owner. Therefore, Beneficial Owners are
advised that if they do not timely provide instructions to their bank, broker or other holder of record with respect to
proposals 1, 3 or 4, their shares will not be voted in connection with any such proposal for which they do not provide
instructions. Proposal 2 (ratification of the appointment of independent auditors) is considered a routine matter and, as
such, brokers will still be able to vote shares held in brokerage accounts with respect to proposal 2, even if they do not
receive instructions from the Beneficial Owner.
How to revoke a proxy or change a vote
Any shareholder giving a proxy may revoke it at any time prior to its use at the Annual Meeting by:
•
Delivering written notice of revocation to the corporate Secretary before 6:00 p.m., Eastern Daylight Time, on
May 19, 2024
;
•
Submitting to the corporate Secretary before 6:00 p.m., Eastern Daylight Time, on
May 19, 2024
, a properly
signed proxy card bearing a later date than the prior proxy card;
•
Voting again by Internet or telephone before 11:59 p.m., Eastern Daylight Time, on
May 20, 2024
; or
•
Participating in the Annual Meeting and voting your shares electronically during the Annual Meeting.
Participation in the Annual Meeting will not cause your previously granted proxy to be revoked unless you
specifically make that request.
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What does it mean if I receive more than one proxy card or Shareholder Notice?
If you receive more than one proxy card or Shareholder Notice, it generally means you hold shares registered in more
than one account and you should vote once for each proxy card or Shareholder Notice that you receive. If you receive a
paper copy of the Proxy Statement and you choose to vote by mail, sign and return each proxy card you receive. If you
choose to vote by Internet or telephone, vote once for each proxy card and/or Shareholder Notice you receive.
Householding Information
“Householding” is a program, approved by the SEC, which allows companies and intermediaries (e.g., banks and
brokers or other nominees) to satisfy the delivery requirements for proxy statements and annual reports by delivering
only one package of shareholder proxy material to any household at which two or more shareholders reside. If you and
other residents at your mailing address own shares of our common stock in a “street name,” your broker or bank may
have notified you that your household will receive only one copy of our proxy materials. Once you have received notice
from your broker that they will be “householding” materials to your address, “householding” will continue until you are
notified otherwise or until you revoke your consent. Any shareholder who is receiving multiple copies of these
documents and would like to receive only one copy per household should contact the shareholder’s bank, broker or
other nominee record holder. If you hold shares of our common stock in your own name as a holder of record,
“householding” will not apply to your shares.
We will promptly deliver an additional copy of any of these documents to you if you call us at (763) 551-7498, email us at
investorrelations@sleepnumber.com, or write us at the following address: Sleep Number Corporation, Investor Relations
Department, 1001 Third Avenue South, Minneapolis, Minnesota
55404.
How are votes counted?
If you are a Shareholder of Record and grant a proxy by telephone or Internet without voting instructions, or sign and
submit your proxy card without voting instructions, your shares will be voted “For” each Director nominee and “For”
each of the other proposals outlined above in accordance with the recommendations of the Board.
Proxies marked “Withhold” on proposal 1 (election of Directors), or “Abstain” on proposal 2 (ratification of the
appointment of independent auditors), proposal 3 (the advisory vote to approve executive compensation) or proposal 4
(approve the amendment to the Sleep Number Corporation 2020 Equity Incentive Plan), will be counted in determining
the total number of shares entitled to vote on such proposals and will have the effect of a vote “Against” a Director or
such proposal.
If you are a Beneficial Owner and hold your shares in “street name,” such as through a bank, broker, nominee or other
holder of record, you generally cannot vote your shares directly and must instead instruct the broker how to vote your
shares using the voting instruction form provided by the broker.
What is the vote required to approve each proposal?
Assuming that a quorum is present to vote on each of the proposals, proposals 1, 2, 3 and 4 will require the affirmative
vote of holders of a majority of the shares represented and entitled to vote in person or by proxy on such action. Please
note that proposals 2 and 3 are “advisory” votes, meaning that the shareholder votes on these items are for purposes of
enabling shareholders to express their point of view or preference on these proposals, but are not binding on the
Company or its Board of Directors and do not require the Company or its Board of Directors to take any particular action
in response to the shareholder vote. The Board intends to consider fully the votes of our shareholders in the context of
any further action with respect to these proposals.
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What is a Broker Non-Vote?
If a Beneficial Owner does not provide timely instructions, the broker will not have the authority to vote on any non-
routine proposals at the Annual Meeting, which includes proposals 1, 3 and 4. Brokers will have discretionary authority to
vote on proposal 2 because the ratification of the appointment of independent auditors is considered a routine matter. If
the broker votes on proposal 2 (ratification of the appointment of independent auditors) but does not vote on another
proposal because the broker does not have discretionary voting authority and has not received instructions from the
Beneficial Owner, this results in a “broker non-vote” with respect to such other proposal(s).
Broker non-votes on a matter may be counted as present for purposes of establishing a quorum for the meeting but are
not considered entitled to vote on that particular matter. Consequently, broker non-votes generally will have no effect on
the outcome of the matter. However, if and to the extent that broker non-votes are required to establish the presence of
a quorum at the Annual Meeting, then any broker non-votes will have the same effect as a vote “Withheld” or
“Abstained” on any matter that requires approval of a majority of the minimum number of shares required to constitute
a quorum for the transaction of business at the Annual Meeting.
What constitutes a “quorum,” or how many shares are required to be present to conduct business at the Annual
Meeting?
The presence, directly or by proxy, of the holders of a majority of the outstanding shares of common stock entitled to
vote (i.e., at least
11,163,247
shares) will constitute a quorum for the transaction of business at the Annual Meeting. In
general, shares of common stock represented by a properly signed and returned proxy card or properly voted by
telephone or via the Internet will be counted as shares represented and entitled to vote at the Annual Meeting for
purposes of determining a quorum, without regard to whether the card reflects abstentions and withhold votes (or is left
blank) or reflects a “broker non-vote” on a matter.
OTHER MATTERS
Management of our Company does not intend to present other items of business and knows of no items of business that
are likely to be brought before the Annual Meeting except those described in this Proxy Statement. However, if any
other matters should properly come before the Annual Meeting, the persons named in the enclosed proxy will have
discretionary authority to vote such proxy in accordance with the best judgment on such matters.
COPIES OF
2023
ANNUAL REPORT
We will furnish to our shareholders without charge a copy of our Annual Report on Form 10-K (without exhibits) for the
2023
fiscal year ended
December 30, 2023
. Any request for an Annual Report should be sent to:
Sleep Number Corporation
Investor Relations Department
1001 Third Avenue South
Minneapolis, Minnesota 55404
HOW TO RECEIVE PROXY MATERIALS
We furnish proxy materials to our shareholders primarily via the Internet. On or about
April 2, 2024
, we will begin mailing
to certain of our shareholders a Notice of Internet Availability of Proxy Materials (the Shareholder Notice), which includes
instructions on: (a) how to access our Proxy Statement and Annual Report on the Internet, (b) how to request that a
printed copy of these proxy materials be forwarded to you and (c) how to vote your shares. If you receive the
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Shareholder Notice, you will not receive a printed copy of the proxy materials unless you request a printed copy by
following the instructions in the Shareholder Notice. All other shareholders will be sent the proxy materials by mail
beginning on or about
April 2, 2024
.
Requests
for printed copies of the proxy materials can be made by Internet at
www.proxyvote.com
, by telephone at
1-800-579-1639 or by email at sendmaterial@proxyvote.com by sending a blank email with your control number in the
subject line. The Proxy Statement and Annual Report for the year ended
December 30, 2023
, and related materials are
available at
http://ir.sleepnumber.com
. The information contained in or connected to our website is not incorporated by
reference into, or considered a part of, this Proxy Statement.
HOW TO RECEIVE FUTURE PROXY MATERIALS ELECTRONICALLY
Shareholder of Record who received a paper copy of the proxy materials may elect to receive future Proxy Statements
and Annual Reports online as described in the next paragraph. Shareholders electing this feature will receive an email
message notification when the materials are available, along with a web address for viewing the materials. No action is
necessary to continue receiving proxy materials electronically in the future.
Whether you are a Shareholder of Record or a Beneficial Owner holding shares through a bank or broker, you can enroll
for future electronic delivery of Proxy Statements and Annual Reports by following these steps:
•
Go to our website at
www.sleepnumber.com;
•
In the
Investors
section, click on
Resources
and then
Electronic Fulfillment;
•
Click on the check-marked box next to the statement
“Shareholders can register for electronic delivery of
proxy-related materials”;
and
•
Follow the prompts to submit your request to receive proxy materials electronically.
You may view this year’s proxy materials at
www.proxyvote.com
.
Generally, banks and brokers offering this choice
require that shareholders vote through the Internet in order to enroll. Beneficial Owners whose bank or broker is not
included in this website are encouraged to contact their bank or broker and ask about the availability of electronic
delivery. As is customary with Internet usage, the user must pay all access fees.
There is no cost to you for electronic delivery of annual meeting materials. You may incur the usual expenses associated
with Internet access as charged by your Internet service provider. Electronic delivery enables quicker delivery, allows you
to view or print the materials at your computer and makes it convenient to vote your shares online. Electronic delivery
also conserves natural resources and saves the Company printing, postage and processing costs.
THE COMPANY BEARS THE PROXY SOLICITATION COSTS
The proxies being solicited hereby are being solicited by the Board of Directors of the Company. The cost of preparing
and mailing the notice of Annual Meeting, this Proxy Statement and the accompanying proxy and the cost of solicitation
of proxies on behalf of the Board of Directors will be borne by the Company. The Company may solicit proxies by mail,
Internet (including by email, social media, the use of our Investor Relations website and other online channels of
communication), telephone and other electronic channels of communication, town hall meetings, personal interviews,
press releases and press interviews. Our Directors, officers and regular team members may, without compensation other
than their regular compensation and the reimbursement of expenses, solicit proxies by telephone or personal
conversation. In addition, we may reimburse brokerage firms and others for their reasonable and documented expenses
incurred in connection with forwarding proxy materials to the Beneficial Owners of our common stock.
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87 | 2024 PROXY STATEMENT
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Your vote is important. Whether or not you plan to attend the Annual Meeting, please vote your shares of
common stock “
For
” the Board’s nominees and “
For
” each of proposals 2, 3 and 4 promptly by mail, telephone
or Internet as instructed on your proxy card.
|
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By Order of the Board of Directors
|
|
|
|
|
Samuel R. Hellfeld
|
|
|
Chief Legal and Risk Officer and Secretary
|
|
April 2, 2024
Minneapolis, Minnesota
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88 | 2024 PROXY STATEMENT
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SIGNATURE
|
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APPENDIX A
AMENDMENT NO. 1 TO THE
SLEEP NUMBER CORPORATION 2020 EQUITY INCENTIVE PLAN
This Amendment No. 1 to the Sleep Number Corporation 2020 Equity Incentive Plan (this “Amendment”) is made and
adopted by Sleep Number Corporation (the “Company”) effective as of __________, 2024, the date it was approved by
the Company’s shareholders. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed
to them in the Sleep Number Corporation 2020 Equity Incentive Plan (the “Plan”).
WHEREAS, the Company maintains the Plan.
WHEREAS, pursuant to Section 19.1 of the Plan, the Management Development and Compensation Committee, at any
time and from time to time, may amend the Plan.
WHEREAS, pursuant to Section 19.2 of the Plan, no amendments to the Plan will be effective without approval of the
Company’s shareholders if, among other things, such amendment would, subject to Section 4.5 of the Plan, increase the
aggregate number of shares of Common Stock issued or issuable under the Plan.
WHEREAS, the Management Development and Compensation Committee approved this Amendment on March 12,
2024, subject to the approval of the Company’s shareholders, to increase the number of shares of Common Stock
reserved for issuance under the Plan by 1,500,000 shares, as set forth in this Amendment.
NOW, THEREFORE, in consideration of the foregoing, the Plan is hereby amended as follows:
1.
Section 4.1 of the Plan is hereby amended and restated in its entirety to read as follows:
4.1 Maximum Number of Shares Available. Subject to adjustment as provided in Section 4.5 of this
Plan, the maximum number of shares of Common Stock that will be available for issuance under this Plan
will be 4,740,000 shares less one share for every share subject to an Award granted under the Prior Plan
after December 28, 2019. Upon effectiveness of this Plan, no further awards will be granted under the
Prior Plan.
2.
This Amendment shall be and is hereby incorporated in and forms a part of the Plan.
3.
Except as expressly provided herein, all other terms and provisions of the Plan shall remain unchanged and in full
force and effect.
SLEEP NUMBER CORPORATION
ANNUAL MEETING OF SHAREHOLDERS
Tuesday,
May 21, 2024
8:30 a.m. Central Time
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Annual Report on Form 10-K and Proxy Statement are available at www.proxyvote.com.
|
V02785-P83535
|
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Sleep Number Corporation
1001 Third Avenue South
Minneapolis, Minnesota 55404
|
||
|
This proxy is solicited by the Board of Directors of Sleep Number Corporation for use at the Annual
Meeting of Shareholders to be held on
May 21, 2024
.
|
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|
The undersigned hereby appoints Shelly R. Ibach and Samuel R. Hellfeld (collectively, the Proxies), and each of them, with
full power of substitution, as Proxies, to vote the shares which the undersigned is entitled to vote at the Annual Meeting
of Shareholders of Sleep Number Corporation to be held on
May 21, 2024
, at
8:30 a.m. Central Time
, and at any
adjournment or postponement thereof. Such shares will be voted as directed with respect to the proposals listed on the
reverse side hereof and, in the Proxies’ discretion, as to any other matter that may properly come before the meeting or
at any adjournment or postponement thereof.
|
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|
You are encouraged to specify your choices by marking the appropriate boxes on the reverse side. WHEN
PROPERLY EXECUTED, THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE
VOTED “FOR” EACH OF THE NOMINEES NAMED ON THE REVERSE SIDE, “FOR” PROPOSAL 2, “FOR”
PROPOSAL 3 AND “FOR” PROPOSAL 4, SET FORTH ON THE REVERSE SIDE, and in the discretion of
management with respect to such other business as may properly come before the meeting or any adjournment
thereof.
|
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|
See reverse for voting instructions.
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TABLE OF CONTENTS
OUR BOARDProposal 1 - Election of DirectorsOUR COMPANYAudit Committee ReportProposal 2 - Ratification of Appointment of Independent Registered Public Accounting FirmOUR PAYProposal 3 - Advisory Vote to Approve Executive Compensation (Say on Pay)Proposal 4 - Approve the Amendment to the Sleep Number Corporation 2020 Equity Incentive PlanOUR SHAREHOLDERSStock Ownership of Management and Certain Beneficial OwnersOUR ANNUAL MEETING AND VOTING