Scott L. Thompson
About Scott L. Thompson
Scott L. Thompson (age 66) is Chairman, President and Chief Executive Officer of Somnigroup International Inc. (SGI) and also serves as Interim CEO of Mattress Firm following SGI’s acquisition of Mattress Firm on February 5, 2025. He has been SGI’s Chairman since September 2015 and became SGI’s CEO in March 2025; previously he served as CEO of Tempur Sealy International from September 2015 to March 2025. Thompson holds a BBA from Stephen F. Austin State University and began his career with a national accounting firm . Under his leadership, the company reports net sales of $4.9 billion for 2024, adjusted EPS of $2.55, and adjusted EBITDA of $923.8 million . Over the 2019–2024 period, a hypothetical $100 investment in SGI rose to $271.90 versus $179.62 for the consumer discretionary peer group; SGI also stated the share price increased by over 250% during his tenure, exceeding both the S&P 500 and Russell 2000 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Somnigroup / Tempur Sealy International | Chairman; President & CEO (Tempur Sealy to Mar 2025); Chairman, President & CEO (Somnigroup from Mar 2025); Interim CEO Mattress Firm | 2015–present; Interim Mattress Firm CEO in 2025 | Led global scale-up; closed major acquisitions; returned ~$3B via dividends/repurchases; share price >250% gain over tenure |
| Dollar Thrifty Automotive Group | CEO & President; earlier Senior EVP & CFO | CEO until acquisition by Hertz in 2012 | Led company through sale to Hertz; prior CFO role |
| Group 1 Automotive | Founder; Senior EVP, CFO & Treasurer | Prior to 2008 | Co-founder; senior finance leadership at NYSE-listed Fortune 500 company |
| Houston Wire & Cable Company | Director; Non-Executive Chairman (part of tenure) | 2007–2015 | Governance and strategic oversight at industrial distributor |
| Conn’s, Inc. | Director | 2004–2015 | Board oversight at consumer retailer |
| Asbury Automotive Group | Director | 2015–2018 | Board role at large automotive retailer |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed as current public company boards | — | — | Proxy lists prior public boards (Houston Wire & Cable, Conn’s, Asbury), not current external public boards |
Fixed Compensation
Multi-year compensation (reported, calendar basis):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 1,100,000 | 1,133,000 | 1,167,000 |
| Stock Awards ($) | 8,307,337 | 8,298,422 | 8,201,668 |
| Option Awards ($) | 8,934,336 | — | — |
| Non-Equity Incentive ($) | 1,024,650 | 2,126,075 | 1,291,869 |
| All Other Compensation ($) | 293,055 | 272,690 | 268,042 |
| Total ($) | 19,659,378 | 11,830,187 | 10,928,579 |
2025 CEO contract terms:
| Item | 2025 Terms |
|---|---|
| Base Salary | $1,203,000 |
| Target Annual Bonus % | 135% of base salary; capped at 200% of Target Bonus |
| Transaction Bonus | $10,000,000 cash related to Mattress Firm acquisition, payable ~June 30, 2025 |
| New Stock Options | 1,200,000 premium-priced options in three 400,000 tranches; Tranche 1 at FMV (rounded up) on June 23, 2025; Tranche 2 +$5; Tranche 3 +$10; vests 100k per tranche per year 2026–2029 |
Perquisites and other benefits (2024):
- Corporate aircraft usage total $235,555; includes $128,825 commuting flights; income tax gross-up $6,722; life insurance $1,965; 401(k) contributions $13,800; financial planning $10,000 .
Performance Compensation
Annual Incentive Plan (AIP) – 2024:
| Component | Metric | Target/Payout Curve | Actual | Payout vs Target | Vesting |
|---|---|---|---|---|---|
| CEO AIP | Company-wide adjusted EPS | 25% at $2.15; 100% at $2.70–$3.00; 300% at $3.70; sliding scale interpolations | $2.55 | 82% of target; CEO paid $1,291,869 | Cash; paid following year per plan |
Long-Term Incentive Plan (LTIP) – PRSUs 2024 (50% of LTIP value in PRSUs; 50% RSUs):
| Metric | Weighting | 2024 Actual | Payout vs Target | Vesting Terms |
|---|---|---|---|---|
| Adjusted EPS | 50% of PRSUs | $2.55 | 80% of target | Thompson’s 2024 PRSUs vest in full on Jan 4, 2026; others vest in three equal annual installments beginning 2026 |
| Adjusted EBITDA | 30% of PRSUs | $924 million | 69% of target | As above |
| Strategic Initiatives (ESG, leadership dev., capital allocation) | 20% of PRSUs | Committee determined “exceeded expectations” | 300% of target | As above |
| Weighted Average Payout | — | — | 120.4% of total target PRSUs | — |
RSUs (2024): Thompson’s 2024 RSUs vested in full on the first anniversary (Jan 4, 2025) . Earlier PRSUs (2021, 2022, 2023 grants) have multi-year vest outcomes determined by committee in 2022–2024; Thompson’s 2023 PRSUs vested in full on Jan 4, 2025 .
Equity Ownership & Alignment
Beneficial ownership and guidelines:
| Item | Value |
|---|---|
| Shares beneficially owned | 6,885,677 shares; 3.24% of class (of 208,582,329 shares outstanding) |
| Options/RSUs exercisable/vesting within 60 days | Options/other equity scheduled to vest within 60 days: 3,699,548 for Thompson (aggregate schedule table) |
| Deferred RSUs (payable at termination) | 454,364 shares remaining from 2015 RSU award; payable within 30 days post-termination |
| Stock ownership guidelines | CEO required to hold ≥6x base salary; all executives and Directors maintained compliance in 2024 |
| Anti-hedging/anti-pledging | Hedging and pledging prohibited; no margin accounts; anti-pledge policy |
Outstanding equity awards at 12/31/2024 (selected details):
| Grant | Type | Status | Strike/Units | Maturity/Value |
|---|---|---|---|---|
| 9/4/2015 | Options | Exercisable | 1,240,000 @ $17.94 | Exp. 9/3/2025 |
| 1/5/2017 | Options | Exercisable | 1,357,904 @ $17.38 | Exp. 1/4/2027 |
| 1/5/2018 | Options | Exercisable | 501,644 @ $15.61 | Exp. 1/4/2028 |
| 7/6/2022 | Options | 200k exercisable + 200k unexercisable per tranche | $25; $30; $35 | Exp. 7/5/2032 |
| 1/4/2021 | RSUs | Unvested | 37,793 | $2,142,485 market value |
| 1/4/2021 | PRSUs | Unvested (schedule) | 151,170 | $8,569,827 market value |
| 1/4/2023 | PRSUs | Unvested | 230,861 | $13,087,510 market value |
| 1/4/2024 | RSUs | Vested in full 1/4/2025 | 83,473 | $4,732,084 market value at 12/31/2024 |
| 1/4/2024 | PRSUs | Unvested | 83,472 | $4,732,028 market value; vests in full on 1/4/2026 for Thompson |
Stock vested in 2024: 906,431 shares vested for Thompson (value realized $43,641,296) .
Employment Terms
| Provision | Details |
|---|---|
| Term & renewal | Extended to December 31, 2029; automatic one-year renewals unless 120 days’ notice by either party |
| Base salary & bonus | Base ≥$1,203,000 (2025); Target bonus 135% of base; cap at 200% of Target Bonus; formula approved annually |
| Severance (Without Cause / Good Reason) | Two years’ base salary; continued welfare benefits for two years; prorated bonus for year of termination; equity per award agreements; release required |
| Definitions | Good Reason includes relocation >60 miles without consent, demotion, material diminution of authority, failure to nominate/elect as Chairman, material breach by company; For Cause includes willful failure, policy violations, misconduct, felony, fraud/embezzlement, etc. |
| Change-of-control treatment | No cash severance solely for change of control; award agreements provide double-trigger acceleration if not assumed or if terminated without Cause/resigns for Good Reason within 12 months; performance awards vest at target if earned post-event per plan |
| Equity acceleration scenarios (12/31/2024 fair values) | CEO equity acceleration: $75,035,773 upon disability or death; $75,035,773 upon CoC+termination; $49,778,895 upon termination w/o Cause or Good Reason; $25,757,895 in For Cause (deferred RSUs) |
| Non-compete | Two years post-employment; broad competitor and “Significant Retailer” restrictions and remedies |
| Non-solicit | Two years post-employment (employees; customers) |
| Arbitration & venue | AAA employment rules; Lexington, KY; equitable relief carve-out; Kentucky law |
| 280G treatment & tax | No general tax gross-ups; 280G cutback to maximize after-tax outcome; Section 409A compliance provisions |
| Work location flexibility | May locate principal place of employment at SGI offices in Lexington, NC Triad, Dallas, or other metro areas |
| Clawback & policies | SEC/NYSE-compliant clawback amended Oct 2, 2023; insider trading, ownership guidelines acknowledged |
Board Governance
- Thompson is Chairman, President and CEO and is not independent under NYSE rules; SGI uses a Lead Director model to mitigate dual-role concerns (Lead Director presides over executive sessions, liaises with Chair, sets agendas/schedules, recommends committee roles, can call meetings of independents) .
- Committees (all independent): Audit (Chair: Evelyn S. Dilsaver), Human Resources/Capital & Talent (Chair: Richard W. Neu), Nominating & Corporate Governance (Chair: John A. Heil); Thompson is not listed as a committee member .
- Board met seven times in 2024; all Directors attended >75% of Board and committee meetings; independent Directors met in multiple executive sessions without management .
- Director compensation: non-employee Directors receive cash retainers and RSUs; Thompson does not receive additional pay for Board service .
Compensation Committee Analysis
- Program emphasizes pay-for-performance with significant at-risk, long-term equity; changes since 2021 include lowering LTIP max from 600% to 300% and shifting PRSU metrics to adjusted EPS, adjusted EBITDA, and strategic initiatives (ESG, leadership development, capital allocation) .
- Independent consultant Pearl Meyer advises the Committee; Committee evaluated and found no conflicts of interest .
- Peer group (19 companies) reviewed in 2023; Sleep Number removed; Mohawk added; Committee targets bonus opportunities near median, with base salaries previously below 25th percentile, leading to ~3% 2024 base increases .
- Say-on-pay approval: 98% in 2024; ongoing shareholder outreach covered ~33% of shares; program retained diversified performance metrics and clarified disclosure .
Equity Ownership & Alignment Details
| Topic | Disclosure |
|---|---|
| Ownership guidelines | CEO ≥6x base salary; Directors ≥5x annual fee; executives ≥3x base; 5-year compliance window; retain 50% net shares until met; all executives and Directors compliant in 2024 |
| Anti-hedging/pledging | Hedging and pledging prohibited; limited exceptions to margin/pledging not permitted; aligns interests with shareholders |
| Deferred equity | 454,364 RSUs from 2015 award payable as stock within 30 days post-termination; represents meaningful post-employment equity |
Performance & Track Record
- Five-year pay-versus-performance disclosure shows Compensation Actually Paid tracks improvements in TSR and adjusted EPS; SGI’s $100 TSR value reached $271.90 by 2024 vs $179.62 for peer sector, with net income of $384.3 million and adjusted EPS $2.55 in 2024 .
- SGI press release highlights strengthened competitive position, major acquisitions closed, and ~$3 billion returned to shareholders through dividends and repurchases during Thompson’s tenure, with share price >250% increase .
Investment Implications
- Alignment: Strong stock ownership requirements, anti-hedging/pledging, and clawback policy support shareholder alignment; CEO holds 3.24% of shares outstanding, with significant vested and deferred equity exposure .
- Incentives: 2024 LTIP shifted to adjusted EPS, adjusted EBITDA, and strategic initiatives; PRSU payout at 120.4% indicates above-target performance on strategic initiatives despite EPS/EBITDA near or below target, balancing growth quality and operational performance .
- Retention & risks: Extended contract to 2029 with robust non-compete/non-solicit and double-trigger equity acceleration; severance equals 2x salary plus benefits continuity; no 280G gross-up (cutback applies). Upcoming vesting (2026 PRSUs and 2026–2029 options) could create periodic selling windows, though anti-hedging/pledging reduces risk of misaligned monetization .
- Governance: Dual CEO/Chairman structure offset by an empowered Lead Director and independent committees; strong say-on-pay support suggests investor confidence in compensation design .
Overall, Thompson’s package is heavily equity-linked with performance-based PRSUs and substantial premium-priced options, while policy guardrails (ownership guidelines, anti-pledging, clawback, no 280G gross-up) mitigate misalignment. Continued execution on EPS/EBITDA growth and strategic initiatives will drive realized pay and signal management confidence.
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