Peter R. Sachse
About Peter R. Sachse
Peter R. Sachse (age 67) joined Somnigroup International Inc.’s board on February 5, 2025, as an independent director. He is CEO of Tailored Brands, Inc., and previously spent 34 years at Macy’s, including leadership roles as Chief Growth Officer, Chief of Innovation & Business Development, Chief Stores Officer, CMO, and as Chairman & CEO of macys.com; he holds a Bachelor of Business Studies from the University of Wisconsin . The board affirms his independence under NYSE rules; five of seven SGI director nominees are independent, and all standing committees are composed entirely of independent directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Macy’s, Inc. | Chief Growth Officer | Feb 2016–Jan 2017 | Senior executive leadership in growth strategy |
| Macy’s, Inc. | Chief of Innovation & Business Development | Feb 2015–Feb 2016 | Led innovation/business development |
| Macy’s, Inc. | Chief Stores Officer | Feb 2012–Feb 2015 | Oversaw store operations |
| Macy’s, Inc. | Chief Marketing Officer | Feb 2009–Feb 2012; Jun 2003–May 2007 | Led marketing |
| macys.com (division of Macy’s, Inc.) | Chairman & CEO | Apr 2006–Feb 2012 | E-commerce leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Tailored Brands, Inc. | CEO; Director | Director since Mar 2021; CEO since Jan 2024 (interim Co-CEO Mar 2021–Mar 2022; Co-CEO Mar 2022–Jan 2024) | Men’s omnichannel retailer |
| Citi Trends, Inc. (NASDAQ: CTRN) | Director; Executive Chairman | Director 2019–Mar 2025; Executive Chairman Mar 2020–Mar 2025 | Specialty value retailer |
| Mattress Firm | Director; Compensation Committee Chair | 2019–Feb 5, 2025 (acquisition by SGI) | Governance/compensation expertise |
| Sachse Family Fund | Director | Since 2017 | Early-stage investor |
Board Governance
- Committee assignments: As of the 2025 proxy, the committee roster lists current members and does not include Mr. Sachse (Audit: Chair Dilsaver; HRC/Talent: Chair Neu; Nominating & Corporate Governance (NCG): Chair Heil). All three committees consist solely of independent directors .
- Independence: The board determined Mr. Sachse is independent under NYSE rules; the board maintains a majority of independent directors, and all committees are independent .
- Attendance culture: The board met seven times in 2024; each director (serving in 2024) attended >75% of combined board/committee meetings. Policy expects directors to attend the annual meeting (all directors attended May 9, 2024); Sachse joined in 2025, so 2024 attendance metrics do not apply to him .
- Lead Independent Director: Richard W. Neu serves as Lead Director with authority to call executive sessions, liaise with the Chair/CEO, influence agendas, and retain advisors .
- Executive sessions: Independent directors met in executive session without management in 2024 .
- Stockholder engagement: Lead Director and management engaged holders representing ~33% of shares to discuss compensation/ESG in 2024–2025 .
- Related-party safeguards: SGI maintains a formal Related Party Transactions Policy overseen by the NCG Committee; no Sachse-related transactions are disclosed. The proxy’s related-party section details only arrangements tied to Director Simon Dyer’s JV interests, with recusals and oversight noted .
Fixed Compensation
Non-employee director compensation program (structure):
| Description of Compensation | 2024 Board Year (May 2024–May 2025) |
|---|---|
| Annual cash retainer | $110,000 |
| Annual equity grant | $150,000 in RSUs; typically granted at the annual meeting; 2024 grant vested in full on first anniversary, subject to service through the board year; delivery on first anniversary |
| Lead Director retainer | $45,000 (cash) |
| Committee chair retainers | Audit: $20,000; Compensation: $15,000; NCG: $15,000 (cash) |
| Committee member fees | None (no additional compensation) |
| Meeting fees | None; reasonable expenses reimbursed |
Notes:
- As of the proxy, Mr. Sachse is not listed as a committee member/chair; therefore, only the standard non-employee director retainer and any board-year equity grant design apply per policy disclosures (specific 2025 grants/amounts to Mr. Sachse are not enumerated in the 2025 proxy) .
Performance Compensation
Board oversight signals: SGI emphasizes pay-for-performance for executives; while directors receive time-based RSUs, the HRC/Talent Committee uses the following company performance frameworks when granting/assessing executive incentives.
AIP (Annual Incentive Plan) – 2024 metric and outcome:
| Metric | Target/Scale | 2024 Actual | Payout Basis |
|---|---|---|---|
| Adjusted EPS (company-wide) | Sliding scale: Below $2.15 = 0%; $2.15 = 25%; $2.70–$3.00 = 100%; $3.70 = 300% | $2.55 | 82% of target payout (pro rata applied) |
LTIP (PRSUs) – 2024 metrics, weights, and outcomes:
| Performance Metric (weight of PRSU target) | 2024 Result | Earned % of Target |
|---|---|---|
| Adjusted EPS (50%) | $2.55 | 80% |
| Adjusted EBITDA (30%) | $924 million | 69% |
| Strategic Initiatives (20%) | Committee assessed “exceeded expectations” | 300% |
| Weighted average PRSU payout | — | 120.4% |
Additional governance features:
- Independent compensation consultant (Pearl Meyer) retained; board determined no conflicts of interest .
- Clawback policy amended to comply with SEC/NYSE rules; mandatory recovery of erroneously awarded incentive compensation following restatements (applies to executive officers) .
- Anti-hedging and anti-pledging policy applies to directors and employees .
- Director stock ownership guideline: 5× annual base fee; five years to reach; 50% net-after-tax retention until compliant .
Other Directorships & Interlocks
- Current public/private boards: Tailored Brands (Director; CEO) .
- Prior public boards: Citi Trends (Director; Executive Chairman through March 2025) .
- Affiliation with acquired entity: Former Director and Compensation Committee Chair at Mattress Firm until its acquisition by SGI on Feb 5, 2025 .
- Related-party/transactions: None disclosed for Mr. Sachse; the only director-related related-party disclosure pertains to JVs involving Director Simon Dyer, with oversight/recusal processes in place .
Expertise & Qualifications
- Deep retail and omnichannel leadership across CEO and C-suite roles (Tailored Brands; Macy’s; macys.com), including growth, innovation, stores, and marketing leadership .
- Compensation committee leadership experience (Mattress Firm) suggests familiarity with pay design and governance topics relevant to SGI’s HRC/Talent oversight, though no current SGI committee assignment is disclosed .
- Independent status under NYSE and broad consumer/retail lens add board diversity of thought/experience .
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | % of Outstanding | Options Exercisable ≤60 Days | Notes |
|---|---|---|---|---|
| Peter R. Sachse | 120,953 | <1% | — | As of March 18, 2025 beneficial ownership table |
- Anti-hedging/anti-pledging policy prohibits hedging or pledging of company securities by directors .
- Director ownership guideline: 5× annual fee; 5-year compliance window; 50% net share retention until compliant .
Governance Assessment
-
Strengths:
- Independent director with extensive retail and digital operating experience; prior compensation committee chair role at Mattress Firm strengthens pay governance perspective .
- No Sachse-related party transactions disclosed; robust related-party review policy overseen by NCG Committee .
- Strong governance architecture: independent committees; active Lead Independent Director; routine executive sessions; annual board/committee self-evaluations .
- Shareholder alignment policies: anti-hedging/pledging; director stock ownership guideline; Say-on-Pay support >98% in 2024 signals investor confidence in pay program .
- Independent compensation consultant with no conflicts; clawback policy aligned to SEC/NYSE rules .
-
Watch items:
- Committee assignment not disclosed for Sachse as of the proxy; visibility into his specific committee contributions at SGI will matter for assessing board effectiveness going forward .
- Service as CEO of Tailored Brands alongside SGI directorship elevates standard considerations around time commitments; SGI’s nomination criteria emphasize capacity and commitment for preparation and attendance (board manages this via annual reviews) .
- Prior role on Mattress Firm’s board and compensation committee could present perception considerations post-acquisition, though SGI affirms his independence and discloses no Sachse-related transactions .