Brenda Lauderback
Director at SNBR
Board
About Brenda Lauderback
Brenda J. Lauderback (age 74) is an independent director at Sleep Number (SNBR) with board service since 2004 and deep consumer products experience from Nine West, U.S. Shoe, and Target; she is recognized by NACD as a Top 100 Director (2017) . She is independent under Nasdaq and SEC rules, and has agreed to accelerate retirement by December 31, 2025 as part of board refreshment .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nine West Group, Inc. | President, Retail and Wholesale Group | 1995–1998 | Not disclosed |
| U.S. Shoe Corporation | President, Wholesale and Manufacturing | Prior to 1995 | Not disclosed |
| Target Corporation | Senior merchandising roles | 18 years | Not disclosed |
External Roles
| Company | Role | Since | Notes |
|---|---|---|---|
| Sleep Number Corporation | Director | 2004 | Independent |
| Denny’s Corporation | Director | 2005 | Current public board |
| Wolverine World Wide, Inc. | Director | 2003 | Current public board; shared historical affiliation with SNBR director Stephen Gulis (former Wolverine CFO) |
| Big Lots, Inc. | Director (prior) | 1997–2015 | Prior public board |
| Louisiana-Pacific Corporation | Director (prior) | 2004–2005 | Prior public board |
| Irwin Financial Corporation | Director (prior) | 1996–2010 | Prior public board |
| Jostens, Inc. | Director (prior) | 1999–2000 | Prior public board |
Board Governance
- Committee assignments: Chair, Management Development & Compensation Committee (Compensation Committee); no current Audit or CGNC listing in 2024 committee roster .
- Compensation Committee report signed by Lauderback as Chair, evidencing active oversight of pay philosophy, metrics, and design .
- Independence: All directors serving during 2024 were independent except the CEO; Lauderback is independent .
- Attendance and engagement: Board met 6x in 2024; Compensation Committee met 13x; each director attended ≥75% of Board and committee meetings on which they served; all directors attended the 2024 Annual Meeting .
- Board refresh and declassification: Board is seeking shareholder approval to declassify board and eliminate supermajority provisions; Lauderback will retire by December 31, 2025 per refresh plan .
Fixed Compensation
| Component | Policy Detail | 2024 Actual (Lauderback) |
|---|---|---|
| Annual cash retainer | $95,000, paid quarterly | Included in fees |
| Committee chair retainer | $20,000 (Compensation Chair) | Included in fees |
| Meeting fees (beyond typical count) | Board: $1,000 in-person/$500 virtual after ≥8 meetings; Committee: $750 in-person/$500 virtual after ≥8 meetings | Included in fees as applicable |
| Total cash fees (2024) | — | $117,500 |
Performance Compensation
| Equity Award | Grant Date | Shares | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| Director RSU (annual) | 2024-05-21 | 5,457 | $83,656 | Vests on earlier of 1 year from grant or next Annual Meeting, subject to service |
| Director equity policy (2024) | Approved 2024-05-13 | — | $135,000 grant value per director; 100% RSUs (share conservation) | Uses average 2023 share price ($24.74) to size grants |
| Director RSU/Common Stock award (Form 4) | 2025-05-28 | 9,776 | Price $0 (A-type grant) | Not disclosed in Form 4; post-holdings updated (see Insider Trades) |
In 2024, directors did not receive options; equity was delivered 100% as RSUs to conserve shares, aligning director compensation with long-term ownership .
Other Directorships & Interlocks
| Company | Potential Interlock/Conflict | Comment |
|---|---|---|
| Denny’s Corporation | None apparent with SNBR | Restaurant chain not a SNBR supplier/customer |
| Wolverine World Wide, Inc. | Historical affiliation overlap | SNBR director Stephen Gulis previously held senior exec roles at Wolverine; not a current interlock; no related-party transactions disclosed |
Expertise & Qualifications
- Consumer products leadership in manufacturing, wholesale, and merchandising at Nine West and Target .
- Decades of public company board experience, including leadership roles; NACD Top 100 Directors (2017) .
- Qualifications matrix highlights human capital and DEI among board skills; broad governance and risk experience across boards (matrix summarized at board level) .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership | 54,638 shares | <1% of outstanding |
| Options exercisable within 60 days | 15,477 | As of proxy record date |
| Deferred RSUs | 7,306 | Deferred under 2020 Plan |
| Post-transaction holdings (after 2024 RSU grant) | 44,618 | As reported on Form 4 for 2024-05-21 |
| Post-transaction holdings (after 2025 award) | 54,394 | As reported on Form 4 for 2025-05-28 |
| Pledging/Hedging | Prohibited for insiders | Policy prohibits hedging and pledging by directors |
| Ownership guidelines | 5x annual cash retainer for directors; average non-employee directors at 6.4x | As of 12/27/2024 |
Insider Trades Summary (Form 4)
| Transaction Date | Type | Shares | Price | Post-Transaction Holdings | SEC Link |
|---|---|---|---|---|---|
| 2024-05-21 | Award (A) | 5,457 | $0 | 44,618 | https://www.sec.gov/Archives/edgar/data/827187/000112760224016372/0001127602-24-016372-index.htm |
| 2025-05-28 | Award (A) | 9,776 | $0 | 54,394 | https://www.sec.gov/Archives/edgar/data/827187/000112760225016024/0001127602-25-016024-index.htm |
Governance Assessment
- Board effectiveness: As Compensation Committee Chair, Lauderback oversaw a pay program emphasizing performance alignment and share conservation (elimination of options, 50/50 PSUs/RSUs for executives; directors 100% RSUs in 2024) . The committee added a Shared Strategic Objective modifier to the AIP in 2024 and introduced an rTSR modifier to PSUs in 2025, signaling responsiveness to shareholder input and stronger pay-for-performance emphasis .
- Independence and attendance: Meets independence standards; attendance ≥75% in 2024; policy requires Annual Meeting attendance (met in 2024), supporting engagement and oversight quality .
- Ownership alignment and risk controls: Beneficial ownership reported; options outstanding and deferred RSUs support continued alignment. Policies prohibit hedging and pledging; related-party transactions policy in place with no transactions disclosed for 2024, reducing conflict risk .
- Workload and overboarding guardrails: Board limits to ≤4 public boards; Lauderback serves on three (SNBR, Denny’s, Wolverine), within guidelines .
- Shareholder signals: 2024 Say-on-Pay support at 82.7% (below 5-year average 88.9%) suggests room for improved alignment; committee actions in 2024–2025 addressed dilution and performance structure, a positive governance signal .
- Transition risk and refresh: Planned retirement by December 31, 2025 supports refresh but reduces continuity on compensation oversight; board declassification proposals enhance shareholder rights (majority voting, annual elections), supportive of investor confidence .
Director Compensation
| Component | 2024 Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $117,500 |
| Stock Awards (RSUs – grant date fair value) | $83,656 |
| Options | $0 (no option grants in 2024) |
| Total | $201,156 |
Board Governance Details
| Committee | Assignment | 2024 Meetings |
|---|---|---|
| Management Development & Compensation | Chair | 13 |
| Audit | Not listed | 8 (board-level count) |
| Capital Allocation & Value Enhancement | Not listed | 8 (board-level count) |
| Corporate Governance & Nominating | Not listed | 4 (board-level count) |
Potential Conflicts and Related-Party Exposure
- Related-party transactions: None in 2024; none contemplated; CGNC approval policy in place .
- Shared affiliations: Historical Wolverine overlap via another SNBR director’s prior executive role; not a current interlock and no transactions disclosed .
- Hedging/Pledging: Prohibited for directors, reducing alignment risk .
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay approval: 82.7% of votes cast (vs. 88.9% five-year average); Compensation Committee engaged with investors and modified programs accordingly (AIP modifier; rTSR for PSUs; equity mix changes) .
Expertise & Qualifications
- Deep consumer products leadership, wholesale/manufacturing/merchandising expertise; extensive board leadership experience; NACD Top 100 recognition .
Governance Quality Summary
- Strengths: Independent leadership of Compensation Committee; active pay design changes to enhance performance alignment and share conservation; strong attendance and engagement; clear policies on conflicts and hedging/pledging; ownership guidelines in place .
- Watch items: Pending retirement by 12/31/2025 may require succession planning for Compensation Chair; 2024 Say-on-Pay below historical average warrants monitoring of further pay design refinements .