Hitesh Patel
Senior Vice President, Chief Information Officer at SNBR
Executive
About Hitesh Patel
Senior Vice President, Chief Information Officer at Sleep Number (as of April 30, 2025), responsible for consolidating corporate technology capabilities and leading enterprise IT; later joined Valvoline Inc. as Chief Technology and Cybersecurity Officer on November 3, 2025 . Education: BSc in Computer Science (Montfort University) and MBA (University of Birmingham, UK) . At Sleep Number, the CIO held primary operational responsibility for cybersecurity alongside the VP of Information Security and the Chief Legal & Risk Officer, with quarterly oversight to manage material cyber risks . Company performance context during his tenure: FY2024 net sales declined 11% year-over-year to approximately $1.7B and adjusted EBITDA declined 6% to $119.6M; 2024 AIP paid at 59.8% of target due to EBITDA performance and a strategic modifier .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sleep Number Corporation | SVP, Chief Information Officer | — | Led consolidation of corporate technology capabilities; primary operational responsibility for cybersecurity oversight |
| Advance Auto Parts | IT leadership | — | Drove IT transformation, managed complex technology initiatives (as disclosed) |
| Best Buy | IT leadership | — | Managed complex technology initiatives (as disclosed) |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Valvoline Inc. (NYSE: VVV) | Chief Technology and Cybersecurity Officer | Appointed Nov 3, 2025 | Technology and cybersecurity leadership for retail network; leverages retail tech and cybersecurity experience |
Fixed Compensation
- Sleep Number’s proxy does not list the CIO as a Named Executive Officer (NEO); specific base salary and bonus for Hitesh Patel are not disclosed. Company-level NEO design (context for executive pay structure):
- Base salaries for NEOs comprised 15% of CEO pay and ~30% for other NEOs; AIP targets set at 140% of salary for CEO and 70% for other NEOs .
- 2024 AIP was based solely on adjusted EBITDA with a Shared Strategic Objective modifier; payout mechanics apply enterprise-wide .
Performance Compensation
Annual Incentive Plan (AIP) Design and 2024 Outcome (Company-Level)
| Metric | Threshold | Target | Maximum | 2024 Actual | Payout Logic | Result |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($MM) | $109.0 | $141.0 | $183.0 | $119.6 | AIP % determined by EBITDA vs goals; then modified by Shared Strategic Objective (100–125%) | 59.8% of target after 120% modifier |
| Shared Strategic Objective (Run-rate benefit) | ≥$100M (100%) | $131–150M (120%) | $150M+ (125%) | $139.1M (120%) | Upward modifier applied only if EBITDA ≥ threshold | 120% modifier applied |
Long-Term Incentive (LTI) Plan (Company-Level Structure)
- 2024 LTI mix for executive officers: 50% PSUs, 50% RSUs; stock options eliminated to conserve share pool .
- PSU metrics: annual growth in Net Sales and Net Operating Profit (NOP) over 3 years (2024–2026), equal-weighted; payout 50–200% per metric per year, averaged across years; ROIC modifier (downward-only, up to 20%) in 2024 design; relative TSR modifier introduced starting in 2025 replacing ROIC .
- RSUs: vest one-third per year over 3 years, subject to continued employment .
Equity Ownership & Alignment
Beneficial Ownership (Form 3 as of event date 04/28/2025; filed 05/21/2025)
| Title of Security | Amount Beneficially Owned | Ownership Form |
|---|---|---|
| Common Stock | 45,182 (includes 34,431 RSUs that vest over time) | Direct |
Note: The issuer’s Form 3 explanation states that the 45,182 figure includes 34,431 RSUs scheduled to vest over time .
Options and Vesting
| Option Type | Shares | Exercise Price | Vesting/Exercisability | Expiration |
|---|---|---|---|---|
| Employee Stock Option (Right to Buy) | 3,090 | $49.62 | Fully vested and exercisable | 04/15/2032 |
| Employee Stock Option (Right to Buy) | 4,245 | $28.41 | 1/3 each on 3/15/24, 3/15/25, 3/15/26 | 03/15/2033 |
Ownership Policies (Company-Level)
- Stock ownership guidelines apply to executive officers; must achieve guideline within 5 years; until met, must hold 50% of net shares from vesting/exercise. Average NEO multiple (ex-CEO) at year-end 2024 was 1.6x versus guideline of 3x (shortfall driven by share price decline) .
- Hedging and pledging of company stock are prohibited for insiders (including executive officers); short sales and publicly-traded options are prohibited .
Employment Terms
- At-will employment for executive officers; no employment contracts guaranteeing continued employment .
- Severance (Executive Severance Pay Plan): For NEOs, one-times base salary + target AIP for qualifying termination; CEO has higher multiples. In change-in-control window (6 months before to 2 years after), multiples increase (NEOs two-times; CEO three-times) with extended restricted activities. Lump-sum payment; outplacement provided; pro-rata AIP generally not included in year-end scenario table .
- Change-in-control treatment (2020 Equity Incentive Plan): Double-trigger acceleration if awards are assumed/substituted; acceleration upon involuntary termination without cause or resignation for good reason within 2 years post-CIC. Retirement treatment can accelerate vesting pro-rata at age ≥55 with ≥5 years service; full acceleration for options/PSUs at age ≥60 with ≥5 years service subject to notice; RSUs remain pro-rata .
- Clawback and forfeiture: Nasdaq-compliant clawback policy applies to Section 16 officers in the event of accounting restatement; award agreements include forfeiture for confidentiality violations; broader recoupment under SOX/Dodd-Frank and plan-level forfeiture provisions for “cause” or “adverse action” .
- LTI acceptance conditions: includes non-compete, non-solicit, confidentiality, IP assignment, and arbitration agreements during employment and for a reasonable post-termination period .
Performance & Track Record
- CIO oversight of cybersecurity: quarterly governance, board-level Audit Committee oversight; management reports indicate no material cybersecurity incidents or data breaches having a material impact as of FY2024 .
- Organizational redesign impact: Patel’s responsibilities expanded in April 2025 to lead consolidation of corporate technology capabilities to reduce duplication and more seamlessly adapt to customer needs .
- Company performance context: FY2024 net sales -11% vs 2023; adjusted EBITDA -6%; AIP paid 59.8% of target; PSU 2022 grant paid 0% for the 2022–2024 period due to net sales and NOP declines .
Equity Ownership & Alignment — Additional Policies
| Policy Area | Company Practice |
|---|---|
| Hedging/Pledging | Prohibited for directors and executive officers |
| Say-on-Pay Support | 82.7% approval in 2024 vs five-year average 88.9% |
| Peer Group & Design Changes | 2024 peer group updated; eliminated options in 2024; added rTSR PSU modifier in 2025 |
Employment Contracts & Severance — Key Economics (Company-Level)
- Severance multiples (NEOs): 1x base + target AIP; CIC window: 2x; CEO: 2x normal, 3x CIC; double-trigger vesting for awards; benefits reimbursement and outplacement included (paid lump-sum) .
- Acceleration values in CIC/termination vary based on unvested award counts and stock price; illustrative values provided in proxy for NEOs (not specific to Patel) .
Investment Implications
- Alignment and potential selling pressure: Significant unvested RSUs (34,431 units) and option holdings create structured vesting events; company policy requires holding 50% of net shares until guideline compliance, reducing immediate selling pressure; hedging/pledging are prohibited, mitigating misalignment risk .
- Retention and transition risk: Role expanded in April 2025, but Patel departed to Valvoline in November 2025, removing his direct contribution to Sleep Number’s technology consolidation; monitor subsequent SEC Section 16 filings for any dispositions related to unvested awards or option exercises post-departure .
- Pay-for-performance construct: Enterprise AIP tied solely to adjusted EBITDA with a transformation modifier; PSUs tied to Net Sales and NOP growth with rTSR modifier introduced in 2025, aligning executive incentives to turnaround goals; FY2024 payouts below target indicate rigor and reinforce alignment .
- Governance safeguards: Robust clawback/forfeiture, double-trigger change-in-control, and strict anti-hedging/pledging policies reduce shareholder alignment risks .