Julie Howard
Sleep NumberAbout Julie M. Howard
Independent director of Sleep Number (SNBR) since 2020; age 62. She serves on the Audit Committee and the Management Development & Compensation Committee and is designated an SEC “audit committee financial expert.” The Board determined all directors other than the CEO were independent in 2024; all directors attended the 2024 annual meeting, and each director attended at least 75% of board/committee meetings.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Riveron | Chief Executive Officer | 2021–2023 | Led a national accounting/finance operations firm; CEO experience brought to SNBR board oversight |
| Navigant Consulting, Inc. | CEO (2012–2019); Chairman (2014–2019); numerous roles (2000–2019) | 2000–2019 | Significant managerial, transactional, transformation and investor relations expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| ManpowerGroup, Inc. (NYSE: MAN) | Director | Since 2016 | Current public directorship |
| Kemper Corporation | Director (prior) | 2010–2015 | Prior public board |
| Navigant Consulting, Inc. | Director (prior) | 2012–2019 | Prior public board |
| InnerWorkings, Inc. | Director (prior) | 2012–2020 | Prior public board |
Board Governance
- Committees: Audit; Management Development & Compensation; not a current chair. Designated an “audit committee financial expert.”
- Independence: Board determined all 2024 directors (other than the CEO) independent. No paid consulting by independent directors.
- Attendance & engagement: Board met 6x; Audit 8x; Compensation 13x; CGNC 4x in 2024; every director attended ≥75% of meetings; all directors attended the 2024 annual meeting.
- Executive sessions: Independent directors meet in executive session at each quarterly meeting.
- Shareholder engagement: Company engaged holders of >55% of outstanding shares between Jan 2024–Mar 2025; targeted outreach ahead of 2025 AGM led by the incoming independent Chair and CGNC Chair.
- Governance enhancements: Board seeking declassification starting 2026 and elimination of supermajority voting requirements (Articles XIV and XV).
Fixed Compensation (Director)
| Element | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $95,000 | Standard for non-employee directors |
| Meeting fees | Included in fees below | Paid only beyond 8 meetings threshold: Board $1,000 in-person/$500 virtual; Committee $750 in-person/$500 virtual |
| Committee chair/Lead director fees | $0 | Not a chair; lead director premium applies only when roles are combined |
| Total cash fees earned (2024) | $97,000 | Reported “Fees Earned or Paid in Cash” |
Performance Compensation (Director)
| Award | Grant date | Shares/Units | Grant-date fair value | Vesting/Other |
|---|---|---|---|---|
| Annual RSU grant | 2024-05-21 | 5,457 | $83,656 | Vests on earlier of 1 year or next annual meeting; 2024 director equity set at $135,000 grant value (units sized at 2023 avg. price $24.74; ASC 718 FV reflects grant-date price) |
| Deferrals | 2024 elections | — | — | Elected to defer 2024 RSUs and to receive/defer director fees in stock; 5,597 shares in lieu of cash fees (grant-date FV $96,500) |
Performance metrics note: Director equity is time-based; no director stock options were granted in 2024 as part of share conservation; company prohibits option repricing without shareholder approval and maintains a Nasdaq-compliant clawback policy.
Other Directorships & Interlocks
| Company | Relationship to SNBR | Interlock/Conflict Notes |
|---|---|---|
| ManpowerGroup, Inc. | Unrelated issuer | No SNBR-disclosed related-party transactions in 2024; board enforces related-party policy via CGNC |
Expertise & Qualifications
- Former CEO and Chair with deep experience in business transformation, M&A, and investor relations; provides managerial and transactional expertise to SNBR.
- Audit committee financial expert (SEC definition).
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (common shares) | 35,928 | As of 2025-02-22 |
| Options exercisable within 60 days | 5,830 | Included within beneficial count; per footnote |
| Deferred in lieu of director fees | 12,233 shares | Included in beneficial disclosure |
| Deferred RSUs | 7,280 | Included in beneficial disclosure |
| Stock awards outstanding (director awards) | 17,690 | Aggregate stock awards held as of 2024 year-end |
| Pledging/Hedging | Prohibited | Company prohibits hedging/pledging by insiders including directors |
| Ownership guidelines | 5x annual cash retainer (directors); average director multiple 6.4x at YE 2024 | Group-level disclosure; directors restricted from selling until guideline met |
Compensation Structure Analysis (Director)
- Shift to 100% RSUs for directors in 2024 (no options), with share conservation via sizing at 2023 average share price; results in lower ASC 718 fair value vs nominal grant value — a shareholder-friendly dilution control.
- Ability to take fees in stock and defer awards (which Howard elected) aligns director incentives with shareholders; however, for 2025 non-employee directors are not entitled to receive fees in stock in lieu of cash, modestly reducing alignment levers.
Potential Conflicts & Related-Party Exposure
- No related-party transactions in 2024; policy prohibits paid consulting by independent directors and requires CGNC approval for any related-party matters.
Risk Indicators & Signals
- Hedging/pledging prohibited; clawback policy in place; no option repricing permitted without shareholder approval; all positive governance signals.
- Say-on-Pay support 82.7% in 2024; Committee leverages independent consultant FW Cook.
- Attendance threshold met (≥75% for all directors); board/committee workload indicates active oversight (Audit 8x; Compensation 13x in 2024).
Governance Assessment
- Strengths: Independent director with CEO/chair experience; audit committee financial expert; multi-committee service; strong ownership alignment via fee/award deferrals; robust governance framework (no hedging/pledging; clawback; re-pricing prohibitions; shareholder-friendly moves to declassify board and eliminate supermajorities).
- Watch items: 2025 change limiting director fee equity elections slightly reduces automatic ownership build; industry headwinds heighten need for disciplined capital allocation oversight (board formed/reinforced Capital Allocation & Value Enhancement Committee).