Christopher T. Cook
About Christopher T. Cook
Independent director at Somnigroup International Inc. (SGI), appointed September 30, 2025. Founder and Principal of Dry Powder Capital (since 2014), former founder/CEO of Sleep Experts (sold to Mattress Firm in 2014), and former Mattress Firm director (2018 until SGI’s 2025 acquisition) . He holds a BBA from Southern Methodist University Cox School of Business and brings over 20 years of retail and bedding-sector leadership experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sleep Experts Partners, L.P. | Founder, Chief Executive Officer | 2004–2014 | Built/led specialty mattress retail chain; sold to Mattress Firm in 2014 |
| Mattress Firm | Strategic Consultant | 2014–2016 | Advised executive team post-acquisition |
| Mattress Firm | Director | 2018–Feb 2025 (acquisition close) | Board service; specific committees not disclosed |
| The Tile Shop (NYSE: TTS) | Director | Sep 2014–Oct 2019 | Board service |
| Peerless Events & Tents (private) | Director | Dec 2018–Sep 2023 | Board service |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Dry Powder Capital | Founder & Principal | 2014–present | Family investment office |
| SMU Cox School of Business | Executive Board Member | Since Apr 2022 | Governance/industry advisory role |
| Bestige Holdings, LLC (subsidiaries) | Advisory Board Member | Since Nov 2021 | Private equity advisory |
Board Governance
- Appointment and independence: Board expanded from seven to eight members; Cook appointed independent director effective Sept 30, 2025 . Company disclosed no related person transactions with Cook under Item 404(a) (conflict check) .
- Committee assignments: Not disclosed in the appointment 8‑K or press release; to be detailed in the next proxy .
- Governance context: SGI’s board committees (Audit; Human Resources/Capital & Talent; Nominating & Corporate Governance) are fully independent; Audit members are designated financial experts .
- Lead Director and executive sessions: Lead Independent Director (Richard W. Neu) presides over executive sessions; board held multiple executive sessions in 2024 .
- Attendance baseline: In 2024, all directors (pre‑Cook) attended >75% of board/committee meetings; board held seven meetings (context for board effectiveness) .
Fixed Compensation
Director compensation framework applicable to Cook (per 2024 Board Year program; Cook to receive pro‑rata equity grant upon appointment):
| Component | Amount/Terms | Source |
|---|---|---|
| Annual cash retainer (non‑employee director) | $110,000 | |
| Annual equity award | $150,000 in RSUs | |
| Lead Director retainer | $45,000 cash | |
| Committee chair retainers | Audit: $20,000; Comp: $15,000; NCG: $15,000 | |
| Committee member retainers | None (no additional compensation) | |
| Vesting convention for director RSUs | 2024 grants vest in full on first anniversary of grant date; payout upon vest date (subject to service conditions) | |
| Options to directors | None granted in 2024 | |
| Cook’s appointment grant | Pro‑rata equity award under the 2021 Amended & Restated Non‑Employee Director Compensation Plan, based on Sept 30, 2025 start date |
Note: Cook will also receive standard non‑employee director compensation under the program described in the 2025 Proxy Statement .
Performance Compensation
- SGI does not use performance‑based metrics for non‑employee director compensation; equity is time‑based RSUs with stated vesting; no options granted in 2024 .
| Performance Metric Tied to Director Pay | Structure | Evidence |
|---|---|---|
| None (time‑based RSUs only) | RSUs vest on time schedule; no performance hurdles |
Other Directorships & Interlocks
| Entity | Status | Role | Potential Interlock/Notes |
|---|---|---|---|
| Mattress Firm (now SGI subsidiary) | Former | Director (2018–Feb 2025) | Former board member of the acquired company; SGI disclosed no related‑party transactions involving Cook at appointment . |
| The Tile Shop (TTS) | Former | Director (2014–2019) | Public specialty retailer; ended 2019 . |
| Peerless Events & Tents | Former | Director (2018–2023) | Private company . |
| Current public boards | None disclosed | — | 8‑K lists prior roles; no current public boards besides SGI disclosed . |
Expertise & Qualifications
- Sector expertise: Retail entrepreneur in mattress category (founded Sleep Experts; advised and served on Mattress Firm’s board) .
- Board/governance experience: Public (Tile Shop) and private boards; advisory roles with SMU and Bestige Holdings subsidiaries .
- Education: BBA, SMU Cox School of Business .
Equity Ownership
| Security | Amount Beneficially Owned | Ownership Form | Derivative Securities |
|---|---|---|---|
| Common Stock | 120,354 | Direct (D) | None listed in Form 3 Table II |
| Evidence | 120,354 | Direct (D) | None shown |
Alignment policies applying to directors:
- Stock ownership guideline: 5x annual base director fee ($110,000) with five years to comply; 50% net‑after‑tax retention until compliant .
- Anti‑hedging/pledging: Directors prohibited from hedging SGI stock and generally from pledging/margin accounts .
Governance Assessment
-
Strengths
- Independent appointment with no related‑party transactions requiring disclosure; lowers conflict risk .
- Deep category and retail operating experience supports board oversight of SGI’s vertical retail strategy and ongoing Mattress Firm integration .
- Director pay mix is equity‑heavy (time‑vested RSUs) plus cash retainer, aligning incentives with shareholders; clear ownership guidelines and anti‑hedging/pledging policy enhance alignment .
- Broader governance framework: fully independent committees; Audit Committee with financial experts; robust clawback policy updated to comply with SEC/NYSE rules (context for board quality) .
-
Watch items / potential risks
- Prior service on Mattress Firm’s board could present perceived familiarity risk during post‑deal oversight; however, SGI explicitly disclosed no related‑party transactions involving Cook at appointment and designated him as independent .
- Committee assignments and 2025/2026 meeting attendance not yet disclosed; confirm in the next proxy and subsequent 8‑Ks for engagement signals .
- Investor sentiment remains favorable on pay governance (98% 2024 Say‑on‑Pay support), but continued monitoring of director compensation/program changes is warranted .
-
Overall
- Net positive governance signal: independent addition with directly relevant sector expertise and meaningful direct equity ownership on Form 3. Low conflict indicators and strong board‑level policies support investor confidence pending committee placement disclosure .