Steve Rusing
About Steve Rusing
Steven H. Rusing, age 60, is President of Mattress Firm (a wholly-owned subsidiary of Somnigroup International Inc.) effective March 10, 2025; he previously led U.S. Sales at Tempur Sealy/Somnigroup from January 2020 after senior national accounts roles dating back to 2008 and earlier sales leadership since 1992 . He holds a B.A. in Management from Wayne State University . Company performance through 2024 (while Rusing led U.S. Sales) included net sales of $4.9B, adjusted EPS of $2.55, adjusted EBITDA of $923.8M, and a total shareholder return value of $271.90 on a $100 initial investment, reflecting earnings-focused incentive metrics adopted by the Compensation Committee .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Mattress Firm (Somnigroup subsidiary) | President | Appointed Mar 10, 2025 | Leads retail operations and corporate/financial achievement-linked incentives |
| Somnigroup/Tempur Sealy | EVP, President U.S. Sales | Jan 2020–Mar 2025 | Led U.S. Sales organization and national accounts |
| Tempur Sealy | SVP, U.S. Sales | Mar 2016–Dec 2019 | Managed U.S. sales execution |
| Tempur Sealy | SVP, National Accounts | Jun 2013–Feb 2016 | Directed key account strategy |
| Sealy Corporation | SVP, National Accounts | Jan 2008–May 2013 | Drove national account growth |
| Sealy Corporation | VP, National Accounts | Jul 2006–Dec 2007 | Managed national account relationships |
| Sealy Corporation | VP Sales, West Region | Nov 2002–Jun 2006 | Regional sales leadership |
| Sealy Corporation | District Sales Manager | Jun 1996–Oct 2002 | Field sales management |
| Sealy Corporation | Account management roles | Jun 1992–Jun 1996 | Progressive sales roles |
Fixed Compensation
Multi-year summary compensation:
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2022 | 412,000 | 1,609,560 | 213,210 | 30,987 | 2,265,757 |
| 2023 | 425,000 | 1,607,785 | 443,063 | 25,603 | 2,501,451 |
| 2024 | 438,000 | 1,589,099 | 269,370 | 25,365 | 2,321,834 |
Key 2024 pay elements and 2025 transition terms:
| Component | Detail | Amount |
|---|---|---|
| Base Salary (2024) | Annual base | $438,000 |
| Target Bonus (2024) | % of salary; target award | 75%; $328,500 |
| Actual AIP (2024) | Payout based on adjusted EPS | $269,370 |
| Base Salary (2025) | Mattress Firm President | $550,000 |
| Signing Bonus (2025) | One-time | $1,000,000 |
| Relocation (2025) | One-time | $500,000 |
| Guaranteed Bonus (2025) | Subject to continued employment through 12/31/2025 | $500,000 |
| Target Bonus (2026 onward) | Mattress Firm plan | 85% of base; payout 0–200% |
Perquisites and benefits (2024):
| Item | Amount ($) |
|---|---|
| Life insurance premiums | 1,701 |
| 401(k) contributions | 13,800 |
| Financial planning | 9,864 |
Performance Compensation
2024 Annual Incentive Plan (AIP) – adjusted EPS metric:
| Metric | Threshold | Target | Max | Actual | Payout (% of target) | Steve Rusing Payout ($) |
|---|---|---|---|---|---|---|
| Adjusted EPS | $2.15 → 25% | $2.70–$3.00 → 100% | $3.70 → 300% | $2.55 | 82% | $269,370 |
2024 Long-Term Incentive Plan (LTIP) – PRSU metrics and outcomes:
| Metric | Weight | Target Definition | Actual | Payout vs Target | Time Vesting |
|---|---|---|---|---|---|
| Adjusted EPS | 50% | Company-wide adjusted EPS | $2.55 | 80% of target | 3 equal installments starting Jan 4, 2026 (Rusing) |
| Adjusted EBITDA | 30% | Company-wide adjusted EBITDA | $924M | 69% of target | 3 equal installments starting Jan 4, 2026 (Rusing) |
| Strategic Initiatives (ESG, leadership, capital allocation) | 20% | Committee qualitative assessment | Exceeded expectations | 300% of target | 3 equal installments starting Jan 4, 2026 (Rusing) |
| Overall PRSU payout | — | Weighted average | — | 120.4% | As above |
Time-based RSUs (2024 grant): vest over four anniversaries of the Jan 4, 2024 grant date .
Equity Ownership & Alignment
Beneficial ownership and instruments:
| Item | Detail | Amount |
|---|---|---|
| Shares beneficially owned | Includes direct/indirect holdings | 308,139; less than 1% of class |
| Indirect holdings | Family LLC shares included | 22,400 |
| Options exercisable | Grant 1/5/2018, strike $15.61, expire 1/4/2028 | 10,448 |
| Shares acquirable within 60 days | Options/awards scheduled within 60 days | 10,448 |
| Stock ownership guideline | Other executive officers requirement | 3x base salary |
| Guideline compliance (2024) | Executives and Directors | Maintained compliance |
| Hedging/pledging policy | Prohibited; margin accounts limited | Anti-hedging and anti-pledging policy in effect |
Unvested equity detail (as of Dec 31, 2024; market price $56.69):
| Grant Date | Type | Units Unvested (#) | Market Value ($) |
|---|---|---|---|
| 1/4/2021 | RSU (time-based) | 7,322 | 415,084 |
| 1/4/2021 | PRSU (performance; final installment pending) | 29,286 | 1,660,223 |
| 1/4/2022 | RSU (time-based) | 8,038 | 455,674 |
| 1/4/2022 | PRSU (performance) | 9,175 | 520,131 |
| 1/4/2023 | RSU (time-based) | 16,640 | 943,322 |
| 1/4/2023 | PRSU (performance) | 44,731 | 2,535,800 |
| 1/4/2024 | RSU (time-based) | 16,173 | 916,847 |
| 1/4/2024 | PRSU (performance) | 16,173 | 916,847 |
Stock vests per award-specific schedules noted in footnotes .
Employment Terms
Key agreements and severance economics:
| Agreement/Plan | Key Terms | Economics |
|---|---|---|
| Employment & Non-Compete (Tempur Sealy/Somnigroup, Feb 19, 2020) | President, U.S. Sales; eligible for AIP and equity; includes non-compete/non-solicit and confidentiality | Base at least $400,000 (2024 salary $438,000) |
| Mattress Firm Offer Letter (Mar 7, 2025) | President of Mattress Firm; new comp terms; equity eligibility starting 2026 | Base $550,000; $1,000,000 signing; $500,000 relocation; 2025 guaranteed bonus $500,000; 2026 target bonus 85% (0–200% payout) |
| Severance (Somnigroup plan) | Termination without Cause or Good Reason resignation | Cash severance equal to 12 months base salary; for Rusing $438,000; health/welfare continuation ~$18,962 |
| Mattress Firm Severance Pay Plan | Qualifying Termination definition and benefits | Lump sum $550,000; pro-rated target STI $467,500; ~6 months COBRA subsidy ~$15,272 (subject to release) |
| Change-in-Control (2013 Equity Incentive Plan) | Double-trigger vesting if awards assumed; single-trigger if not assumed | Target PRSUs vest at target if performance not yet determined; final awards vest if determined; RSUs/options accelerate per plan terms |
| Restrictive Covenants | Non-compete and non-solicit | During employment and 2 years after termination |
| Clawback Policy | SEC Rule 10D-1 compliant; mandatory recovery on restatement | Applies to incentive-based compensation within 3-year lookback; misconduct not required |
| Anti-hedging/pledging | Prohibitions in Insider Trading Policy | Hedging and pledging prohibited (limited margin exceptions) |
Compensation Structure vs Performance Metrics
- AIP metric shifted from adjusted EBITDA to adjusted EPS to emphasize earnings quality and long-term sustainable growth; 2024 payout was 82% of target on adjusted EPS of $2.55 .
- 2024 PRSU metrics re-weighted: adjusted EPS (50%), adjusted EBITDA (30%), qualitative strategic initiatives (20%); outcomes were 80%, 69%, and 300% of targets, respectively, for a 120.4% weighted payout; PRSUs remain subject to time-based vesting .
Vesting Schedules and Insider Selling Pressure
- 2024 RSUs vest over four anniversaries from the Jan 4, 2024 grant date; 2024 PRSUs vest in three equal installments on Jan 4, 2026, 2027, 2028 (after performance certification), creating multi-year equity supply potential .
- 2021–2023 PRSUs have installment vesting across 2024–2027, with 2021 PRSUs final installment in 2025 and 2023 PRSUs vesting in 2025–2027; RSU ladders from 2021–2024 contribute to ongoing vesting cadence .
Equity Ownership Alignment and Pledging
- Executive stock ownership guideline for other executive officers is 3× base salary; all executives and Directors maintained compliance in 2024, aligning incentives to shareholder outcomes .
- Hedging and pledging of Company securities are prohibited, mitigating misalignment risks; margin accounts limited with exceptions .
Performance & Track Record
- Under Rusing’s U.S. Sales leadership (2016–2024), the Company delivered adjusted EPS of $2.55, adjusted EBITDA of $923.8M, and TSR value of $271.90 in 2024 amid industry headwinds; Compensation Committee highlighted outperformance relative to category declines and reinforced pay-for-performance ties .
Compensation Peer Group and Say-on-Pay
- 2024 peer group includes branded consumer and discretionary companies (e.g., DECK, WSM, PVH, MHK, TPR, RH, UA), used for benchmarking salaries, incentives, and equity .
- Say-on-pay support exceeded 98% in 2024 following extensive shareholder outreach and program refinements since 2021 .
Investment Implications
- Retention risk appears low near term due to Mattress Firm President promotion, $1M signing bonus, $500k relocation, and $500k guaranteed 2025 bonus; 2026 incentives move to an earnings-linked target bonus framework .
- Alignment is reinforced by stock ownership guidelines (compliant) and anti-hedging/pledging policies; multi-year RSU/PRSU vesting ladders may create periodic selling pressure as awards settle, though vesting spans multiple years .
- Change-of-control protections are structured with double-trigger vesting when awards are assumed and single-trigger when not assumed, with clawback policy reducing adverse restatement risk to shareholders .