Amber Minson
Executive Vice President, Chief Marketing Officer at SNBR
Executive
About Amber Minson
Amber Minson is Executive Vice President and Chief Marketing Officer (CMO) at Sleep Number (SNBR), appointed effective May 5, 2025 and joining May 12, 2025, to lead integrated marketing, demand generation, brand visibility, and media efficiency, including establishing a new marketing model that delivers more customer engagements per dollar . She brings 20+ years in marketing/brand strategy, including CRO at Blue Apron (2022–2024) and roles at Intuit, Alibaba, HSN, Comcast NBCUniversal; most recently CMO of Casper Sleep under a contract arrangement . Since her appointment, company fundamentals reflect a turnaround context with net sales down ~20% YoY and adjusted EBITDA compression in Q2–Q3 2025, underscoring execution risk and near‑term budget discipline for marketing strategy shifts .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Blue Apron | Chief Revenue Officer | 2022–2024 | Led all revenue/customer-facing functions incl. pricing and promotions |
| Casper Sleep | Chief Marketing Officer (contract) | 2024–2025 (most recent prior) | Brand/performance marketing leadership in sleep category |
| Intuit; Alibaba; HSN; Comcast NBCUniversal | Marketing/brand strategy leadership | Not disclosed | Built/scaled high‑performance marketing orgs across consumer/digital platforms |
Fixed Compensation
- Base salary and target bonus for Minson were not disclosed in filings. Sleep Number states executive officers are at‑will and do not have employment agreements guaranteeing term of employment .
- Companywide Annual Incentive Plan (AIP) structure for executive officers is tied to adjusted EBITDA with a Shared Strategic Objective modifier; in 2024 this yielded a 59.8% payout for NEOs on company performance (context for executive incentives) .
Performance Compensation
Minson’s equity inducement awards
| Award Type | Shares Granted | Grant Date | Vesting | Performance/Modifier |
|---|---|---|---|---|
| PSUs | 21,724 | May 15, 2025 | Cliff vests at 3 years | Earned based on company performance for FY2025–FY2027 and relative TSR |
| RSUs | 21,724 | May 15, 2025 | 1/3 each anniversary over 3 years | Time‑based; continued employment required |
Company AIP framework (for executive officers; 2024 reference)
| Metric | Threshold | Target | Maximum | Actual (FY2024) | Payout Mechanics |
|---|---|---|---|---|---|
| Adjusted EBITDA ($M) | 109.0 | 141.0 | 183.0 | 119.6 | 49.8% of target for EBITDA result; multiplied by 120% Shared Strategic Objective modifier → 59.8% final payout |
Notes:
- PSUs for senior execs also include ROIC/TSR modifiers in plan design; in 2025 the company added a relative TSR modifier to PSUs more broadly . For Minson’s inducement PSUs, TSR is explicitly part of the award’s earnout .
Equity Ownership & Alignment
| Component | Detail |
|---|---|
| Unvested RSUs | 21,724 RSUs granted 5/15/2025; vest in three equal annual installments (years 1–3) |
| Target PSUs | 21,724 PSUs granted 5/15/2025; 3‑year cliff vesting; shares earned based on FY2025–FY2027 performance and relative TSR |
| Hedging/Pledging | Prohibited for directors/executive officers; no short sales, options, swaps; no pledging/margin |
| Stock Ownership Guidelines | Executive officers are expected to hold equity equal to ~3x base salary within 5 years (CEO 5x); 50% net‑after‑tax retention until guideline met |
| Clawback | Nasdaq‑compliant clawback covers Section 16 officers on restatements; LTI agreements also include forfeiture for confidentiality violations |
| Upcoming Vesting Pressure | RSUs vest annually over 3 years from 5/15/2025; PSUs cliff at 3 years. Vested shares may be withheld for taxes; monitor Form 4s for any sell‑to‑cover. (Attempted Form 4 retrieval for Minson returned an authorization error; continue monitoring future filings.) |
Employment Terms
- Role and start: Appointed EVP & CMO effective May 5, 2025; joining date May 12, 2025 .
- Severance/change‑in‑control (company plan for executive officers): Executive officers participate in the Executive Severance Pay Plan. Cash severance equals a multiple of (base salary + target AIP): 1x for executive officers on qualifying termination; 2x if within 6 months before/2 years after a change‑in‑control (double trigger). Pro‑rata AIP, outplacement, limited COBRA reimbursement included; additional CIC severance requires agreeing to 2‑year post‑termination restricted covenants (non‑compete/non‑solicit) .
- LTI vesting on CIC: Double‑trigger—if awards are assumed/substituted, vesting accelerates only upon qualifying termination post‑CIC .
- At‑will status: No employment agreements guaranteeing term; all executive officers are at‑will .
- LTI restrictive covenants: As a condition of LTI, executives accept non‑compete, non‑solicit, confidentiality, inventions assignment and arbitration provisions (where permitted by law) .
- Perquisites (company policy): Limited perqs including executive physical and financial counseling (no tax gross‑ups; relocation gross‑ups may apply per broad policy); broader exec perqs are minimal .
Company Operating Backdrop During Minson’s Tenure (context for pay-for-performance)
| Metric | Q2 2025 | Q3 2025 |
|---|---|---|
| Net Sales ($M) | 328 | 342.9 |
| Gross Profit Margin (%) | 59.1% | 59.9% |
| Adjusted EBITDA ($M) | 24 | 13.3 |
Additional context:
- Management targets ~60% gross margin and $70M adjusted EBITDA for FY2025 with negative free cash flow ($50M); leverage ratio 5.0x EBITDAR vs amended covenant 5.25x (financial flexibility unlocked by bank amendment through 2027) .
Compensation Structure Analysis (signals)
- Increased use of RSUs vs options in 2024–2025 to conserve shares and reduce dilution; options eliminated in 2024; PSUs include relative TSR modifier in 2025, aligning payouts with shareholder returns .
- AIP emphasizes adjusted EBITDA with a transformation‑benefits modifier, aligning cash incentives to cost actions and profitability over topline in the turnaround phase .
- Governance guardrails: no hedging/pledging, no option repricing, double‑trigger CIC vesting, robust clawback—reducing misalignment risk .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑pay approval: 82.7% of votes cast in 2024 (vs. 5‑yr avg 88.9%); Committee incorporated feedback via plan design changes (AIP modifier, elimination of options, clearer disclosure) .
Compensation Peer Group (for benchmarking context)
- The Compensation Committee benchmarks against a peer set spanning home furnishings/retail/consumer tech (e.g., La‑Z‑Boy, Leggett & Platt, RH, Steelcase, Sonos, Peloton, HNI, MillerKnoll, Dolby, Inspire Medical) with adjustments in 2024–2025; target TDC aligned to market median with upside for outperformance .
Investment Implications
- Alignment: Minson’s inducement package is predominantly equity (PSUs with relative TSR and RSUs), tying outcomes to both absolute and relative performance; stock ownership and anti‑hedging/pledging policies promote long‑term alignment .
- Retention and overhang: A modest initial grant size (43,448 target shares total) with three‑year vesting reduces near‑term selling pressure but creates identifiable vesting events annually (RSUs) and in year 3 (PSUs); monitor Form 4s around vest dates for sell‑to‑cover activity (tool retrieval attempted; authorization failure) .
- Pay for performance: Company AIP and PSU designs focus on adjusted EBITDA, cost transformation and rTSR—appropriate in a deleveraging turnaround, but payouts are sensitive to macro and demand recovery; management guidance implies tight covenant headroom and constrained cash, elevating execution risk for marketing‑led growth .
- Risk controls: Double‑trigger CIC protection, clawbacks, and restrictive covenants mitigate incentive to pursue short‑termism; severance economics for non‑CEO executive officers (1x/2x) limit excessive parachute risk .
Key monitoring items: (1) Marketing efficiency/ROI evidence and sequential revenue stabilization under Minson (quarterly gross margin/EBITDA trends); (2) Any revisions to AIP metrics/targets for 2025–2026; (3) Insider Form 4s for grant settlements/sales near vesting; (4) Shareholder feedback in next proxy on pay design and turnaround progress.
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