Deborah Kilpatrick
Sleep NumberAbout Deborah L. Kilpatrick, Ph.D.
Deborah Kilpatrick, age 57, is an independent director of Sleep Number (since 2018), with a background spanning medical devices, molecular diagnostics, and digital health leadership; she joined the Compensation Committee in May 2024 and serves on the Corporate Governance & Nominating Committee . She previously served on the Audit Committee through April 2024, and all directors serving in 2024 met or exceeded the 75% meeting attendance threshold; directors are independent except the CEO .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Evidation Health | Executive Chair and Chief Executive Officer | 2014–2024 | Commercialized large-scale sensor data platform for digital health measures |
| CardioDx | VP Market Development & Chief Commercial Officer | 2006–2014 | Commercialized gene expression test in cardiovascular disease |
| Guidant (acquired by Boston Scientific) | Director of R&D; Director of New Ventures; Research Fellow | 1998–2006 | Multiple patents in medical devices/drug delivery implants |
| Sonder Capital | Venture Partner | 2024–Present | Venture investing in medtech/digital health |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| NextGen Jane (private) | Director | 2019–Present | Private for-profit women’s health company |
| Sutter Health (non-profit) | Director | 2024–Present | Integrated healthcare system (California) |
| Jupiter Endovascular (private) | Director | 2024–Present | Private medical device company (California) |
| Georgia Tech College of Engineering | Advisory Board (former Chair) | 2004–Present | Advisory leadership; engineering hall of fame recognition |
Board Governance
- Committee assignments: Compensation Committee member (appointed May 13, 2024) and Corporate Governance & Nominating (CGNC) member; previously served on Audit through April 2024 .
- Independence: Board determined all directors serving in 2024 were independent except the CEO .
- Attendance and engagement: Board met six times in 2024; Compensation Committee met 13 times; each director met ≥75% attendance; all directors attended the 2024 annual meeting; executive sessions held at each quarterly meeting .
- Board structure changes: Proposals to declassify board and eliminate supermajority voting thresholds—enhancing shareholder rights and accountability .
- Lead Independent Director context: Lead director role used when Chair/CEO combined; discontinued with independent chair transition in 2025 .
Fixed Compensation (Director)
| Component | Policy | Deborah Kilpatrick (2024) |
|---|---|---|
| Annual cash retainer | $95,000 paid quarterly | $96,500 fees earned (includes meeting fees as applicable) |
| Committee chair fee | $20,000 per chair; $10,000 per co-chair | Not a chair (member of Compensation, CGNC) |
| Meeting fees | After 8 meetings: Board $1,000 in-person/$500 virtual; Committee $750 in-person/$500 virtual | Included in cash total as applicable |
| Equity retainer (RSUs) | $135,000 grant value; vest earlier of 1 year or next director election meeting; granted May 21, 2024; shares based on 2023 average price $24.74 | $83,656 stock awards; 5,457 RSUs granted |
| Total 2024 director compensation | Cash + equity | $180,156 |
Additional elections:
- Elected to receive a portion of fees in common stock; received 615 shares in lieu of cash ($10,615 fair value) .
- Deferred receipt of 2,728 shares from 2024 RSU award under the 2020 Plan .
Performance Compensation (Oversight focus via Compensation Committee)
Directors’ annual equity (RSUs) is time-based and not tied to performance. As a Compensation Committee member, Kilpatrick oversees management’s performance-linked incentives:
| Incentive Program | Core Metrics | Targets/Mechanics |
|---|---|---|
| Annual Incentive Plan (AIP) | Adjusted EBITDA; Shared Strategic Objective modifier | 2024 target Adj. EBITDA $141.0M (AOP), threshold $109.0M (25% payout), max $183.0M (200%); SSO modifier up to 125% based on multi‑year operational benefits |
| Performance Share Units (PSUs) | Annual Net Sales growth and Net Operating Profit (NOP) growth (3-year period); ROIC vs WACC modifier (downside only) | Annual payouts 50–200% per metric; 2024 PSU design uses average 2023 share price to size grants; ROIC modifier can reduce payout up to 20% |
| 2025 PSU rTSR modifier | Relative TSR vs S&P 1500 Specialty Retail index | rTSR can increase payout by 20% at top 25th percentile or decrease payout if below |
| 2024 AIP outcome | Adj. EBITDA $119.6M; SSO modifier 120% | Final AIP payout 59.8% of target |
Other Directorships & Interlocks
- Current public boards: Sleep Number only (no other public company directorships disclosed) .
- Private/non-profit boards: NextGen Jane; Sutter Health; Jupiter Endovascular; Georgia Tech College of Engineering Advisory Board (former Chair) .
- Interlocks/conflicts: No related-party transactions reported for 2024; related-party transactions require CGNC approval; policy prohibits paid consulting by independent directors .
Expertise & Qualifications
- Medical device, molecular diagnostics, and digital health commercialization; multiple patents; Fellow of AIMBE; UCSF Digital Health Hall of Fame; Georgia Tech Engineering Hall of Fame .
- Technology, product innovation, and data-driven health measures experience pertinent to Sleep Number’s sensor/data-driven smart bed strategy .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership | 35,747 shares | <1% of outstanding; includes deferred shares under director fee program |
| Options outstanding (exercisable within 60 days) | 9,860 | As of Feb 22, 2025 reporting; holds outstanding director options; no 2024 director option grants |
| RSUs/stock awards outstanding (director cohort reference) | 6,073 | Aggregate “stock awards outstanding” attributed to Kilpatrick as of 12/28/24 |
| Deferred shares from 2024 director fees | 616 | Elected deferral under 2020 Plan |
| Ownership guidelines | 5x annual cash retainer for non-employee directors; average non-employee directors at 6.4x at FY2024 |
Policies limiting risk:
- No hedging or pledging of company stock permitted for directors/executives .
- Clawbacks: Nasdaq-compliant clawback for Section 16 officers; 2020 Plan and award agreements include clawback/forfeiture provisions (e.g., confidentiality violations) .
Governance Assessment
- Strengths: Independent status; active roles on CGNC and Compensation (key levers of governance and pay-for-performance), prior Audit Committee experience; strong attendance; no related-party exposure; alignment via equity and ownership guidelines; company moving to declassified board and majority voting, enhancing accountability .
- Signals to investors: Compensation programs emphasize Adjusted EBITDA, Net Sales/NOP growth, ROIC discipline, and rTSR—indicative of focus on returns and shareholder value; 2024 say-on-pay support at 82.7% suggests generally acceptable pay governance with room for continued engagement .
- RED FLAGS: None disclosed—no related‑party transactions; hedging/pledging prohibited; tax gross‑ups not provided; options repricing disallowed; all directors ≥75% attendance .