Hilary Schneider
Director at SNBR
Board
About Hilary Schneider
Hilary A. Schneider (age 63) is an independent director of Sleep Number (SNBR) since 2023 with over two decades leading consumer technology companies, including CEO roles at Shutterfly (2020–2024), Wag (2018–2019), and LifeLock (2010–2017), where she led its sale to Symantec for $2.3B . She is nominated for re‑election in 2025 and remains within SNBR’s independence standards (all directors except the CEO were independent in 2024) . Her board tenure includes strategic and operational transformation expertise, digital and innovation leadership, and customer experience credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Shutterfly, Inc. | Chief Executive Officer | 2020–2024 | Led consumer technology operations; digital and innovation expertise |
| WagQ Group Co. | Chief Executive Officer | 2018–2019 | On‑demand mobile dog care service leadership |
| LifeLock, Inc. | CEO and other leadership roles | 2010–2017 | Led public listing through sale to Symantec for $2.3B |
| Various | Senior roles at consumer tech firms | Prior | Significant digital, innovation, and customer experience track record |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Sleep Number | Director | Since 2023 | Independent director |
| DigitalOcean Holdings | Director | Since 2020 | Current public company board |
| Getty Images Holdings | Director | Since 2020 | Current public company board |
| Vail Resorts | Director | Since 2010 | Current public company board |
Board Governance
- Committee assignments: Capital Allocation & Value Enhancement Committee member; Management Development & Compensation Committee member; appointed Chair of the Compensation Committee effective at the 2025 Annual Meeting .
- Independence and service limits: Board determined all directors serving in 2024 (except the CEO) were independent; SNBR guidelines cap directors at ≤4 public boards including SNBR, consistent with Schneider’s 4 boards .
- Attendance and engagement: All directors attended ≥75% of Board and committee meetings in 2023 and 2024; policy requires directors to attend the Annual Meeting, and all attended in 2024 .
- Governance enhancements: 2025 proposals to declassify the Board and eliminate supermajority voting on directors and certain transactions, strengthening shareholder rights .
- Executive sessions: Independent directors meet in executive sessions regularly; at least annually to review CEO performance and compensation .
- Related‑party transactions: None in 2024; policy requires CGNC review/approval of any related‑party transactions .
Fixed Compensation
| Year (Fiscal) | Fees Earned ($) | Equity Awards ($) | Option Awards ($) | Total ($) | Notes |
|---|---|---|---|---|---|
| 2024 | 97,000 | 83,656 | — | 180,656 | Annual retainer $95,000; Committee Chair retainer $20,000; meeting fees structure disclosed |
| 2023 (partial, appointed 11/7/2023) | 14,093 | 73,222 | 24,527 | 111,842 | 2023 director equity mix included RSUs + options; grants on 11/7/2023 |
- 2024 Director equity grants: $135,000 grant value, 100% RSUs; number of RSUs determined using average 2023 share price $24.74; vest on earlier of one year from grant or next director election meeting .
- 2023 Director equity grants: $135,000 grant value split 75% RSUs / 25% options; RSU/share counts and exercise prices as disclosed; options exercisable up to 10 years .
Performance Compensation
- Directors do not receive performance‑based PSU awards; 2024 director equity was entirely time‑based RSUs with standard vesting; options were not used for directors in 2024 (shift to RSUs) .
- Executive pay oversight: As incoming Compensation Committee Chair, Schneider will oversee pay structures with clawbacks, double‑trigger vesting, and ownership guidelines .
Other Directorships & Interlocks
| Organization | Overlap with SNBR stakeholders | Potential conflict assessment |
|---|---|---|
| DigitalOcean, Getty Images, Vail Resorts | No disclosed supplier/customer interlocks with SNBR | No related‑party transactions in 2024; independence affirmed |
Expertise & Qualifications
- Skills: Digital innovation, consumer technology leadership, marketing and customer experience; board service breadth (four current public boards) supporting governance effectiveness .
- Selection criteria alignment: Independence, integrity, strategic insight, time commitment, and subject matter expertise per SNBR’s director criteria .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Derivative/Right to Acquire in 60 Days |
|---|---|---|---|
| Hilary A. Schneider | 6,645 | <1% | 2,373 stock options (exercisable within 60 days) |
- Hedging/pledging: Prohibited for directors and insiders (no hedging, short sales, pledging, or trading derivatives on Company securities) .
- Ownership guidelines: Directors are expected to hold 5x annual cash retainer; average non‑employee director ownership was 6.4x at YE 2024 (up from 2.7x at YE 2023), indicating improved alignment; individual compliance not separately disclosed .
Governance Assessment
- Strengths: Independent status; rising shareholder rights (declassification, removal of supermajorities); robust pay governance (clawbacks, double‑trigger); prohibition on hedging/pledging; use of independent consultant (FW Cook) .
- Compensation Committee leadership: Appointment as Chair enhances accountability in executive pay; 2024 say‑on‑pay support was 82.7% (vs. 74.3% in 2023), showing improved investor reception to pay design changes and expense‑reduction focus .
- Attendance/engagement: ≥75% meeting attendance and Annual Meeting participation support board effectiveness .
- RED FLAGS: None disclosed specific to Schneider. Potential risk is time‑commitment across four public company boards, though within SNBR’s limit and subject to CGNC review if guidelines are exceeded .
- Conflicts: No related‑party transactions; paid consulting arrangements with independent directors discouraged by policy .
Director Compensation Structure Detail
| Component | Policy/Structure | 2024 Details |
|---|---|---|
| Cash Retainer | $95,000 paid quarterly | Committee Chair $20,000; Lead Director $50,000 (when Chair/CEO combined) |
| Meeting Fees | Board: $1,000 in‑person / $500 virtual after 8 meetings; Committee: $750 in‑person / $500 virtual after 8 meetings | Applied in 2024 |
| Equity (Annual) | Directors eligible for annual grant | $135,000 RSUs only in 2024; based on average 2023 share price $24.74; vesting per policy |
Committee Responsibilities Context (for Compensation Oversight)
- Compensation Committee scope includes philosophy, CEO evaluation, executive pay structures, succession planning, and director pay; FW Cook retained as independent consultant; Nasdaq‑compliant clawback adopted .
- Capital Allocation Committee oversight of debt repayment, investments, disclosures, and strategic actions relevant to shareholder value .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑pay support: 82.7% in 2024 vs. five‑year average 88.9%; SNBR engaged shareholders representing ~55% of shares between Jan 2024–Mar 2025; CEO package adjustments and equity plan conservation communicated .
- 2023 context: Say‑on‑pay support at 74.3% and outreach to top holders; structural changes included eliminating options in 2024 and emphasizing EBITDA and strategic objective modifiers in AIP .
Notes on Insider Trades
- Form 4 transactions for Schneider were not disclosed in the proxy statement; beneficial ownership and option holdings provided above. No hedging/pledging permitted under policy .