Linda Findley
About Linda Findley
Linda A. Findley (age 52) became President, CEO, and a director of Sleep Number on April 7, 2025; she was nominated at the 2025 annual meeting for a term expiring in 2028 and serves as a non‑independent director under an independent Chair governance model . She holds a Master’s in Journalism from UNC–Chapel Hill and a B.A. in Corporate Communications from Elon University, and previously led Blue Apron’s turnaround through its 2023 sale and accelerated growth and international expansion at Etsy as COO . 2024 company performance sets Linda’s baseline: net sales $1.7B (-11% y/y) and adjusted EBITDA $119.6M (-6% y/y), with 2025–2027 incentives tied to multi‑year Net Sales and Net Operating Profit (NOP) goals plus an rTSR modifier .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Blue Apron Holdings | President, CEO, Director | 2019–2024 | Led turnaround culminating in sale to a strategic buyer (Sept 2023) . |
| Etsy | Chief Operating Officer | 2016–2018 | Oversaw product, marketing/brand, customer support, international expansion; accelerated sales growth . |
| Evernote | Senior executive roles incl. COO | 2012–2015 | Global operations leadership at a consumer tech platform . |
| Alibaba.com | Global marketing, BD, consumer service lead | 2009–2012 | Led global marketing and business development; Hong Kong based . |
External Roles
| Organization | Role | Years | Committee/Notes |
|---|---|---|---|
| Ralph Lauren (NYSE: RL) | Director | Since 2018 | Audit; Finance; Chair, Talent, Culture & Total Rewards Committee . |
| HeliosX (private) | Board member | Since 2025 | Private company board . |
| Blue Apron (Nasdaq: APRN) | Director (prior) | 2019–2023 | Prior public company board . |
Fixed Compensation
| Element | Terms | Key Dates/Amounts |
|---|---|---|
| Base Salary | $1,200,000 annual | Effective Apr 7, 2025 . |
| Annual Incentive Plan (AIP) | Target 125% of salary; threshold 25%; max 200%; 2025 prorated from start date | Structure in offer; 2025 payout % aligned to other participants . |
| Annual LTI Guideline | $5,000,000 target from 2026 (50% PSUs / 50% RSUs) | First annual grant Mar 15, 2026 (per plan cadence) . |
| Inducement Equity (one‑time) | RSU with price‑based performance modifier; PSUs; RSUs | Granted on Apr 15, 2025 (see Performance Compensation) . |
| Sign‑on Cash | $2,500,000 in three installments: $1.25M (4/15/25), $625k (4/15/26), $625k (4/15/27); after‑tax proceeds of first installment to be used to buy SNBR shares in open market in next window | Alignment via open‑market stock purchase commitment . |
| Relocation/Perqs | $200,000 relocation + 40% gross‑up (total $333,333); up to $4,000/mo temp living (6 months, with gross‑up); financial counseling up to $20k; annual executive physical; limited personal security | Offer letter terms . |
Performance Compensation
Inducement and Ongoing Equity
| Award | Metric(s) | Weighting/Modifier | Target/Structure | Vesting |
|---|---|---|---|---|
| 2025 PSUs (Inducement) | Net Sales and NOP (FY25–FY27) | Net Sales and NOP equally weighted; rTSR vs S&P 1500 Specialty Retail can increase payout by 20% if top 25th percentile; may decrease if below peer performance | Target number 181,028 shares | Cliff vest on 3rd anniversary of grant (Apr 15, 2028), subject to performance . |
| 2025 RSUs (Inducement) | Time-based | — | 181,029 shares | 1/3 per year over 3 years starting Apr 15, 2026 . |
| 2025 RSU with Performance Modifier (Inducement) | Price‑based performance modifier applied to RSU tranches | 100% vest if 20‑day avg price ≤ $13.81; 125% at $30; 200% at ≥$50; linear interpolation | 362,057 target shares before modifier | 1/3 per year over 3 years; final shares per tranche adjusted by price grid . |
| Annual LTI from 2026 | PSUs: Net Sales and NOP (3‑yr); RSUs time-based | 2025+ PSUs include rTSR modifier; historical PSUs weight Net Sales/NOP equally each year | $5M total target LTI (50/50 PSUs/RSUs) | PSUs cliff after 3 years; RSUs ratable over 3 years . |
AIP metric design: historically Adjusted EBITDA with a Shared Strategic Objective modifier (payout range 25%–200% of target), but 2025 AIP metric specifics for the CEO were not detailed beyond target/threshold/max percentages in the offer letter .
Vesting Schedule (Inducement Grants)
| Date | Instrument | Scheduled Vesting | Notes |
|---|---|---|---|
| Apr 15, 2026 | RSU (price‑modified) | ~120,686 target shares (1/3 of 362,057), adjusted by price grid at vest | Final shares can be 100%–200% of tranche based on 20‑day avg share price . |
| Apr 15, 2026 | RSU | 60,343 shares (1/3 of 181,029) | Time‑based . |
| Apr 15, 2027 | RSU (price‑modified) | ~120,686 target shares, adjusted by price grid | Time‑based with price modifier . |
| Apr 15, 2027 | RSU | 60,343 shares | Time‑based . |
| Apr 15, 2028 | RSU (price‑modified) | ~120,686 target shares, adjusted by price grid | Time‑based with price modifier . |
| Apr 15, 2028 | RSU | 60,343 shares | Time‑based . |
| Apr 15, 2028 | PSUs | 181,028 shares at target (actual 0%–200% pre‑modifier) | Determined by FY25–FY27 Net Sales/NOP; then rTSR modifier can adjust . |
Equity Ownership & Alignment
- Stock ownership guidelines: CEO must hold shares equal to 5x base salary within five years; executives must retain 50% of net shares until reaching guideline .
- Hedging/pledging: Prohibited for directors and executive officers (no hedging, short sales, or pledging) .
- Open‑market share purchase: After‑tax proceeds from the first sign‑on cash installment required to be used to buy SNBR stock, increasing alignment and near‑term insider buying .
- Beneficial ownership: As of the Feb 22, 2025 beneficial ownership table, Linda had not yet joined; her inducement equity sizes are disclosed above, but her reportable beneficial ownership as an officer/director will be updated via future filings .
Employment Terms
| Provision | Details |
|---|---|
| Severance (non‑CIC) | 2x (base salary + target AIP) plus pro‑rata AIP based on actual performance; plan cannot be modified detrimentally for 3 years as to Linda; “Cause” definition tightened with gross negligence standard and cure rights . |
| Change‑in‑Control (CIC) | 3x (base salary + target AIP) for qualifying terminations within 6 months before or 2 years after CIC; equity is double‑trigger (accelerates if terminated without cause or for good reason after assumed/substituted awards) . |
| Equity vesting protections | Inducement PSUs pro‑rata to termination date and RSUs pro‑rata to termination date plus one additional year of vesting if qualifying termination occurs within first 3 years; one‑year non‑compete clawback added to inducement awards . |
| Clawbacks | Nasdaq‑compliant executive clawback policy; RSU/PSU agreements include confidentiality‑related forfeiture/recovery provisions . |
| Non‑hedge/pledge | Prohibited as noted above . |
| Relocation/Perqs | $200k relocation + 40% gross‑up; up to 6 months temporary living; financial counseling up to $20k; executive physical; limited personal security . |
Board Governance
- Role and independence: Linda is CEO and a director (not Chair); the Board separated Chair/CEO with Phillip M. Eyler as independent Chair after the 2025 annual meeting, addressing dual‑role independence concerns; during combined roles the Board used a Lead Director, but that is no longer needed post‑separation .
- Committees: Board committees (Audit; Management Development & Compensation; Corporate Governance & Nominating; Capital Allocation & Value Enhancement) are composed of independent directors; the CEO does not serve on committees .
- Director compensation: Employee directors receive no additional director pay; non‑employee director program is separate .
- Governance refresh: Board declassification and elimination of supermajority requirements were proposed/advanced for 2025–2028, enhancing shareholder rights .
Compensation Structure Analysis
- Pay mix and risk: Heavy equity component with multi‑year PSUs tied to Net Sales/NOP and an rTSR modifier plus a price‑modified RSU promotes alignment; no stock options in 2024/2025 grants aligns with share conservation and reduces option‑driven risk .
- Guaranteed vs at‑risk: AIP and PSUs are performance‑based; inducement RSU with price multiplier introduces explicit market‑price accountability; annual LTI from 2026 maintains 50/50 PSUs/RSUs .
- Clawbacks and ownership: Nasdaq‑compliant clawback and strict anti‑hedging/pledging policies reduce misalignment risk; 5x salary ownership guideline with holding requirements further aligns incentives .
- Peer benchmarking and oversight: Target pay set around market median with FW Cook advising; peer group refreshed (e.g., removing Conn’s after bankruptcy; adding Haverty’s) .
- Shareholder feedback: Say‑on‑pay approval was 82.7% in 2024, modestly below 5‑year average, prompting design updates (e.g., 2025 PSU introduces rTSR modifier) .
Performance & Track Record
- Turnaround agenda: In early public communications as CEO, Linda framed SNBR as a turnaround focused on resetting cost structure, rebuilding marketing efficiency, and optimizing product/value/distribution while maintaining covenant compliance; $130M 2025 cost‑savings program targeted .
- 2024 baseline: Net sales $1.7B (-11%), adjusted EBITDA $119.6M (-6%), with ROIC context disclosed in PSU framework; 2022 PSUs paid 0% based on 2022–2024 results, underscoring performance rigor .
- Leadership moves: CFO transition to an interim CFO in July 2025 was stated as unrelated to financial reporting concerns, with explicit focus on debt structure and covenant compliance during turnaround .
Equity Ownership & Alignment (Additional Detail)
| Policy/Status | Detail |
|---|---|
| Ownership guideline | CEO 5x base salary; 5‑year compliance window; 50% net‑share retention until met . |
| Hedging/pledging | Prohibited for insiders (no hedges, shorts, or pledges) . |
| Director/employees | Employee directors receive no director pay; avoids over‑incentivizing board service by executives . |
| Beneficial ownership | CEO appointment post‑dates the Feb 22, 2025 ownership table; inducement award sizes disclosed; Form 4 filings expected prospectively . |
Employment Contracts, Severance & CIC Economics
| Topic | Summary |
|---|---|
| Contract term | At‑will employment; offer letter governs compensation terms . |
| Severance (non‑CIC) | 2x (base + target AIP) + pro‑rata AIP; plan protections for 3 years for Findley; refined “Cause” . |
| CIC | 3x (base + target AIP); double‑trigger equity vesting if awards assumed/substituted and terminated without cause or for good reason within two years post‑CIC . |
| Non‑compete/Clawback | 1‑year non‑compete clawback on inducement awards; PSU/RSU pro‑rata acceleration features for early qualifying terminations . |
Say‑on‑Pay & Shareholder Engagement
- Say‑on‑pay approval 2024: 82.7% vs 5‑year average 88.9%; 2025 program added rTSR modifier to PSUs to further align with shareholder outcomes .
- Engagement: Targeted outreach to investors representing ~56% of shares before 2025 AGM; governance changes (declassification; eliminating supermajorities) reflect investor feedback .
Investment Implications
- Alignment and retention: Large, multi‑year equity inducement with price‑based RSU multiplier, rTSR‑modified PSUs, 5x ownership guideline, and required open‑market stock purchase point to strong alignment; pro‑rata acceleration and robust severance/CIC terms lower retention risk during turnaround .
- Performance rigour: Historical PSU zero payout (2022 tranche) and new rTSR overlay suggest higher hurdle integrity; if turnaround lags, PSU value could be impaired—curbing windfalls .
- Supply/dilution watch: Three annual RSU tranches (including a price‑modified block) create predictable vesting windows that could introduce selling pressure; however, the mandated stock purchase in 2025 offsets near‑term supply and signals confidence .
- Governance mitigants: Separation of Chair/CEO, independent committees, declassification and supermajority eliminations improve board accountability and reduce dual‑role risk .
- Turnaround execution: Management commentary and cost actions highlight disciplined expense control and covenant focus; watch progress on marketing efficiency, product mix, and sequential topline stabilization as near‑term catalysts/risk checks .