H. Clifford Buster, III
About H. Clifford Buster, III
H. Clifford Buster, III is 55 and currently serves as Chief Executive Officer, Tempur Sealy International (a wholly owned business of Somnigroup), effective February 2025; prior roles include CEO, North America (since January 2021) and EVP roles in Direct-to-Consumer and U.S. Direct-to-Consumer from 2017–2020; he holds a Bachelor of Accountancy from the University of Mississippi . Company performance context around his leadership scope: net sales were $4.9B in 2024, adjusted EBITDA was $923.8M, and adjusted diluted EPS was $2.55; 5‑year TSR translated a $100 initial investment to $271.90 in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Somnigroup/Tempur Sealy International | CEO, Tempur Sealy International | Feb 2025–present | Leads worldwide bedding business under Somnigroup portfolio |
| Tempur Sealy International | CEO, North America | Jan 2021–Feb 2025 | Led North America operations and growth; successor to EVP DTC roles |
| Tempur Sealy International | EVP, Direct-to-Consumer, North America | Sep 2017–2019 | Built DTC capabilities and omni-channel execution |
| Tempur Sealy International | EVP, President U.S. Direct-to-Consumer | 2020 | Advanced DTC P&L leadership |
| Berkshire Hathaway Automotive, Inc. | Chief Financial Officer | Feb 2015–Aug 2017 | Finance leadership at large auto retail platform |
| Exeter Financial Corp. | Chief Financial Officer | Nov 2013–Jan 2015 | Turnaround/finance execution |
| Dollar Thrifty Automotive Group; Helix Energy Solutions; Group 1 Automotive | Leadership positions | Not disclosed | Diverse operating and finance leadership across consumer/industrial |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Berkshire Hathaway Automotive, Inc. | Chief Financial Officer | 2015–2017 | External corporate CFO role |
| Exeter Financial Corp. | Chief Financial Officer | 2013–2015 | External corporate CFO role |
| Other public/private boards | — | — | None disclosed for Buster |
Fixed Compensation
| Component (2024) | Detail | Amount |
|---|---|---|
| Base Salary | Annual salary | $547,000 |
| Target Bonus % | AIP target as % of salary | 85% |
| Target Bonus ($) | AIP target dollars | $464,950 |
| Actual Bonus Paid | Based on adjusted EPS $2.55 (82% of target) | $381,259 |
| Perquisites | Life insurance premiums | $2,220 |
| Perquisites | Tax/legal/financial planning | $10,000 |
| Perquisites | Aircraft usage | Not disclosed (no amount listed) |
| Tax Gross-ups | None for Buster | — |
Multi-year summary (SCT):
| Year | Salary ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 547,000 | 2,563,008 | — | 381,259 | 12,220 | 3,503,487 |
| 2023 | 531,000 | 2,593,253 | — | 627,377 | 12,664 | 3,764,294 |
| 2022 | 515,000 | 2,596,023 | — | 302,048 | 11,742 | 3,424,813 |
Performance Compensation
AIP (2024):
| Metric | Weighting | Target | Actual | Payout vs Target | Notes |
|---|---|---|---|---|---|
| Adjusted EPS | 100% | $2.70–$3.00 = 100% payout; < $2.15 = 0%; $3.70 = 300% | $2.55 | 82% of target | Company-wide AIP; payout interpolated |
LTIP (2024 awards):
| Instrument | Grant Date | Value Target ($) | Shares Target (#) | Vesting | Performance Metrics | Weighting | Outcome |
|---|---|---|---|---|---|---|---|
| PRSUs | 1/4/2024 | $1,250,000 | 26,085 | Earned PRSUs then time-vest in 3 tranches on 1/4/2026, 1/4/2027, 1/4/2028 (Buster) | Adjusted EPS; Adjusted EBITDA; Strategic Initiatives | 50%; 30%; 20% | 80% EPS; 69% EBITDA; 300% Strategic; weighted 120.4% overall |
| RSUs | 1/4/2024 | $1,250,000 | 26,085 | 4-year time vesting from grant anniversary | — | — | Time-based retention equity |
Historical PRSUs vesting determinations (pipeline):
- 2023 PRSUs: 177% EBITDA; 300% Relative TSR; 300% ESG; vest Jan 4, 2025/2026/2027 for Buster .
- 2022 PRSUs: 46% EBITDA; 188% Relative TSR; 300% ESG; vest Jan 4, 2024/2025/2026 .
- 2021 PRSUs: maximum achieved; vested Jan 4, 2023/2024/2025 .
Equity Ownership & Alignment
| Item | Detail | Amount/Status |
|---|---|---|
| Beneficial Ownership | Shares owned (includes trust) | 597,626; includes 289,379 in family trust (spouse beneficiary) |
| Ownership % of Outstanding | % of 208,582,329 shares | <1% (asterisk denotes <1%) |
| Options | Exercisable | 35,248 at $15.61 strike; expiring 01/04/2028 |
| Options | Unexercisable | None listed |
| Unvested RSUs/PRSUs | 1/4/2021 RSUs | 11,810; market value $2,677,752 (company-wide valuation used) |
| Unvested RSUs/PRSUs | 1/4/2021 PRSUs (time vesting tranches) | 47,235; market value $2,677,752 |
| Unvested RSUs/PRSUs | 1/4/2022 RSUs | 12,964; market value $734,929 |
| Unvested RSUs/PRSUs | 1/4/2022 PRSUs (time vesting tranches) | 14,797; market value $838,842 |
| Unvested RSUs/PRSUs | 1/4/2023 RSUs | 26,839; market value $1,521,503 |
| Unvested RSUs/PRSUs | 1/4/2023 PRSUs (time vesting tranches) | 72,147; market value $4,090,013 |
| Unvested RSUs/PRSUs | 1/4/2024 RSUs | 26,085; market value $1,478,759 |
| Unvested RSUs/PRSUs | 1/4/2024 PRSUs (earned, subject to time vesting) | 26,085; market value $1,478,759 |
| Ownership Guidelines | Requirement | Other executives: 3x base salary |
| Ownership Guidelines | Compliance status | All executives and directors maintained compliance in 2024 |
| Anti-Hedging/Pledging | Policy | Hedging prohibited; pledging prohibited (limited exceptions); margin accounts restricted |
Notes: Outstanding award market values above use $56.69 price at 12/31/2024 per proxy methodology .
Employment Terms
| Term | Provision | Source |
|---|---|---|
| Employment Agreement | Dated Sept 5, 2017; auto-renews annually each Sept 6; minimum base salary $425,000 (2024 salary was $531,000) | |
| Good Reason | Relocation or Company material breach (subject to cure) | |
| For Cause | Willful failure to perform, material breach, policy violation, misconduct, felony, fraud/embezzlement, fiduciary breach etc. | |
| Severance (No Cause/Good Reason) | 12 months base salary; health and welfare continuation for 1 year | |
| Change-of-Control (CoC) | Double-trigger vesting for awards if terminated without cause/resigns for good reason within 12 months of CoC (target performance deemed achieved if before metric determination); single-trigger if awards not assumed/continued/replaced | |
| CoC Payments | No cash severance solely due to CoC; equity acceleration value estimate at event (illustrative) shown in proxy | |
| Non-Compete/Non-Solicit | Two years post-employment non-compete and non-solicit; confidentiality obligations | |
| Clawback Policy | Amended effective Oct 2, 2023 to comply with SEC Rule 10D‑1 and NYSE 303A.14; mandatory recovery of erroneously awarded incentive comp for current/former executive officers | |
| Tax Gross-ups | None for CoC; generally no income tax gross-ups except limited aircraft policy (not applicable to Buster) |
Potential payments (illustrative at 12/31/2024):
| Scenario | Cash Severance ($) | Equity Acceleration ($) | Health/Welfare ($) |
|---|---|---|---|
| Termination without Cause | 547,000 | — (equity terms per agreements; illustrative not shown as acceleration only for disability/death/CoC) | 16,163 |
| Resignation for Good Reason | 547,000 | — | 16,163 |
| Death/Disability | — | 13,490,066 | — |
| CoC only | — | — | — |
| CoC + Qualifying Termination | — | 13,490,066 | — |
Compensation Structure Analysis
- Mix emphasizes equity and at‑risk pay: Buster’s 2024 total compensation $3.50M comprised of salary $0.55M (15.6%), stock awards $2.56M (73.2%), and cash incentive $0.38M (10.9%), aligning incentives with performance .
- Shift in metrics: In 2024, LTIP PRSU metrics replaced Relative TSR with adjusted EPS (50% weight), reduced adjusted EBITDA weight (30%), and expanded qualitative strategic initiatives (20%), signaling stronger emphasis on profitability, leadership development, capital allocation, and ESG versus market-relative TSR .
- AIP change: 2024 AIP primary metric moved from adjusted EBITDA to adjusted EPS to better reflect earnings quality and long-term alignment; payout at 82% of target on adjusted EPS of $2.55 .
- Governance safeguards: No stock option repricing, clawback policy compliant with SEC/NYSE, no hedging/pledging, no CoC tax gross-ups; say‑on‑pay support >98% in 2024 .
Equity Ownership & Alignment Details
- Beneficial ownership includes trust holdings; Buster’s stake is <1% of outstanding shares, with rights to acquire 35,248 shares via options exercisable (2018 grant, $15.61 strike; expiring 1/4/2028) .
- Significant unvested RSUs/PRSUs pipeline across 2021–2024 grants with vesting spanning 2024–2028, supporting retention but potentially creating scheduled liquidity windows upon vesting (see vesting schedules above) .
- Anti‑pledging/hedging policy reduces alignment risk; executives must meet stock ownership guidelines (other executives: 3x base salary) and all maintained compliance in 2024, indicating sustained skin‑in‑the‑game .
Employment & Contracts (Retention/Transition)
- Auto-renewing employment agreement with defined Good Reason and robust post‑employment non‑compete/non‑solicit (2 years) is retention-positive and mitigates transition risk .
- Severance economics are moderate (12 months base salary), with double‑trigger equity acceleration in CoC scenarios and no single‑trigger cash severance solely due to CoC .
Performance & Track Record
- Company delivered adjusted EPS $2.55, adjusted EBITDA $923.8M, net sales $4.9B in 2024 amid category headwinds; PRSU outcomes earned above target overall (120.4%), highlighting execution against profitability and strategic priorities under the leadership framework in which Buster operated (North America and now TSI) .
- Pay versus performance disclosures show strong TSR over the 5‑year period; this underpins the program’s pay‑for‑performance ethos endorsed by investors (>98% say‑on‑pay support in 2024) .
Compensation Peer Group (Benchmarking)
| Peer Group (2024) | Notes |
|---|---|
| BC, CPRI, CRI, COLM, DECK, GIL, HBI, HAS, LEG, LEVI, MHK, PII, PVH, RL, RH, SKX, TPR, UA, WSM | Sleep Number removed; Mohawk added to align with revenue comparability |
Governance and Committees
- Human Resources/Capital and Talent Committee: Chair Richard W. Neu; members John A. Heil, Meredith Siegfried Madden; independent; uses Pearl Meyer as independent consultant; administers clawback and equity plans .
- Anti‑hedging/pledging policy and stock ownership guidelines published; Section 16(a) reports were timely for 2024 .
Investment Implications
- Alignment: High equity mix, expanding PRSU focus on adjusted EPS and strategic initiatives, and compliance with ownership guidelines indicate strong alignment to profitable growth and strategic execution .
- Retention vs. Liquidity: Multi‑year vesting pipeline (2025–2028) suggests retention support but creates predictable vest-related liquidity windows that could introduce selling pressure; absence of pledging and hedging mitigates risk of forced selling .
- Change-of-Control Economics: Double‑trigger equity acceleration and moderate severance (12 months base) limit windfall concerns while protecting continuity; no CoC gross‑ups indicates shareholder-friendly design .
- Signal from Metrics: Replacing relative TSR with adjusted EPS may reduce market-relative orientation in favor of controllable earnings quality and capital allocation, beneficial in an industry facing volume headwinds; 2024 PRSU outcomes above target underscore execution momentum within Buster’s scope .