Scott Peterson
About Scott Peterson
D. Scott Peterson, 72, has served on Purple Innovation’s board since 2023, following Purple’s acquisition of Intellibed where he was Chairman and CFO (2017–2022). He previously spent 32 years at Ernst & Young, retiring in 2010 as Pacific Northwest Assurance Managing Partner (Silicon Valley), and has prior public company board experience at Mattson Technology, where he chaired the audit committee until its take-private in 2016 . He is standing for re‑election in 2025 and is not designated as an independent director under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Advanced Comfort Technologies, Inc. (Intellibed) | Chairman of the Board; Chief Financial Officer | May 2017 – Aug 2022 | Led finance and governance prior to Purple’s acquisition; experience managing Purple subsidiary Intellibed, LLC |
| Ernst & Young LLP | Pacific Northwest Area Assurance (Audit) Managing Partner | Retired 2010 after 32-year audit career | Led assurance practice; deep financial reporting and audit expertise |
| Mattson Technology, Inc. (NASDAQ: MTSN) | Director; Audit Committee Chair | Dec 2010 – May 2016 | Chaired audit committee until company was acquired and taken private |
| Utah Capital Investment Corporation | Chairman of the Board | Dec 2013 – Sep 2022 | Oversight of Utah-based venture capital “fund of funds” |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Mattson Technology, Inc. | Director; Audit Committee Chair | 2010 – 2016 | Public company; acquired in 2016 |
| Utah Capital Investment Corporation | Chairman | 2013 – 2022 | State-affiliated VC fund-of-funds (private) |
Board Governance
- Independence: The board determined independent directors are Darling, DiCamillo, Hollingsworth, Pate, and Serow; Peterson is not listed as independent .
- Committees: Not on standing Audit, Human Capital & Compensation, or Nomination & Governance committees . Member of a Board “special committee” responding to various issues (chair DiCamillo; members Hollingsworth, Peterson) .
- Attendance: The Board met 12 times in 2024; each current director attended at least 87.5% of board and committee meetings held while in office; all eight directors attended both the 2024 annual and special stockholder meetings .
- Board leadership: Adam Gray is Chair; Gary DiCamillo serves as Lead Independent Director; independent directors hold regular sessions .
Fixed Compensation
| Component | Amount | Frequency | FY 2024 Actual |
|---|---|---|---|
| Non-employee director annual retainer (cash) | $175,000 | Paid quarterly in advance | Included in total below |
| Special committee member fee (cash) | $15,000 | Per month while committee functions | Included in total below |
| Total fees earned or paid in cash (Peterson) | — | — | $220,968 |
Notes:
- Committee chair fees are paid to chairs only ($15,000 Audit; $15,000 Human Capital & Compensation; $10,000 Nomination & Governance); Peterson is not a chair of standing committees .
- Director compensation is paid 100% in cash; no standard annual equity grants to non-employee directors in 2024 .
Performance Compensation
- None disclosed for directors. Purple’s director pay structure in 2024 consisted solely of cash retainers and committee fees; there are no director STIP/PSU/option awards or performance-linked components reported for non-employee directors .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict Assessment |
|---|---|---|---|
| Mattson Technology, Inc. | Public | Director; Audit Chair (past) | No current interlock with Purple’s industry; prior role indicates financial governance expertise |
| Utah Capital Investment Corporation | Private (VC fund-of-funds) | Chairman (past) | No disclosed transactions with Purple; not a supplier/customer |
| Intellibed (acquired by Purple) | Private (mattress) | Chairman & CFO (past) | Prior executive role at a business acquired by Purple may affect independence; no related-party transactions with Peterson disclosed |
Expertise & Qualifications
- Financial/audit leadership from EY and prior audit chair experience; strong governance and financial reporting credentials .
- Operational and management experience from Intellibed and board roles .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Ownership Vehicle/Notes |
|---|---|---|---|
| D. Scott Peterson | 3,233,959 | 3.0% | Held by the Scott and Christina Peterson 101 Trust |
Additional alignment policies:
- Anti-hedging and pledging: Purple’s Insider Trading Policy prohibits pledging, short sales, trading options, margin accounts, and discourages hedging unless pre‑cleared by the Board .
- Director stock ownership guidelines: Non‑employee directors are expected to hold equity valued at 3x the annual cash retainer (valued on a 20‑day VWAP); compliance status is overseen by the Board and guidelines can be adjusted at its discretion .
Governance Assessment
Positive signals:
- Deep financial oversight background (EY managing partner; prior public company audit chair), supportive of board effectiveness on financial reporting and risk oversight .
- High board meeting attendance and participation in 2024; engagement at both annual and special meetings .
- Material personal equity ownership (3.0%), indicating meaningful alignment with shareholders .
- Participation in a special committee addressing board issues, suggesting active engagement in governance matters .
Risk indicators and potential conflicts:
- Independence: Not designated independent under Nasdaq rules, likely due to prior executive role at Intellibed acquired by Purple; this may limit committee placements on Audit/Human Capital/Nominating .
- Section 16(a) filing timeliness: One late insider ownership report in 2024 related to distributions and transfer into the Peterson 101 Trust (administrative oversight). While minor, late filings are a governance red flag to monitor .
- Special committee cash fees: Incremental monthly fees ($15,000/month for members) elevate director cash comp versus baseline retainer; investors may scrutinize rationale, duration, and outcomes of the special committee .
Related-party oversight:
- Audit Committee reviews and must approve any related person transactions; Purple maintains formal policies and procedures for such approvals, mitigating conflict risk .
- Coliseum financing and warrants constitute the primary related-party exposure disclosed; no Peterson-specific related transactions are reported –.
Shareholder context:
- Say‑on‑pay support in 2024 exceeded 98%, indicating broad investor confidence in compensation governance (applies to executives) .
Overall view:
- Peterson brings robust financial governance experience and meaningful ownership alignment. His non‑independent status and a late Section 16 filing are watch items, but the absence of disclosed related‑party transactions involving him and the presence of strong board‑level controls (Audit Committee oversight; anti‑hedging/pledging policy; stock ownership guidelines) temper conflict risk .