Melissa Barra
Executive Vice President, Chief Product and Enterprise Strategy Officer at SNBR
Executive
About Melissa Barra
Executive Vice President and Chief Sales and Services Officer at Sleep Number (Named Executive Officer in 2024) focused on customer sales and service execution within a vertically integrated model . Pay programs emphasize at-risk, performance-linked compensation (AIP on adjusted EBITDA; PSUs tied to net sales and NOP growth) with clawbacks and anti-hedging/pledging policies . 2024 performance backdrop: net sales $1.682B (-10.9% YoY), NOP $22.9M (flat vs 2023 after adjustments), adjusted EBITDA $119.6M (-6% YoY), with cost reductions and liquidity preserved; AIP payouts reflected under-target results but positive modifier achievement . Say‑on‑pay approval was 82.7% in 2024 (five‑year average 88.9%) .
Past Roles
No detailed biography, age, or prior role history for Melissa Barra was disclosed in the 2025, 2024, or 2023 proxy statements reviewed .
External Roles
No external board or outside role disclosures for Melissa Barra were provided in the reviewed company filings .
Fixed Compensation
- Target bonus for “other NEOs” (includes Barra): 70% of actual base salary earned .
- Base salary progression and actual AIP (bonus) paid:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | $565,962 | $589,858 | $608,530 |
| AIP Earned ($) | $0 | $102,301 | $254,731 |
| AIP Earned (% of Target) | — | 24.8% | 59.8% |
- 2024 annualized base salary set effective April 14, 2024: $614,482 .
Performance Compensation
- Annual Incentive Plan (AIP): 100% based on adjusted EBITDA, modified by Shared Strategic Objective run‑rate benefits if ≥ threshold; no mid‑year progress payments for NEOs in 2024 .
| Incentive | Metric | Weighting | Target | Actual | Payout/Modifier | Vesting/Timing |
|---|---|---|---|---|---|---|
| 2024 AIP | Adjusted EBITDA | 100% | $141.0M | $119.6M | 49.8% of target | Cash paid for FY2024 |
| 2024 AIP Modifier | Shared Strategic Objective (run‑rate benefits) | Up to 125% | tiers: 100–125% | $139.1M | 120% modifier → final AIP 59.8% | With AIP payout |
- Long-Term Incentive (LTI) design: 2024 grants split 50% PSUs and 50% RSUs; RSUs vest ratably over 3 years; 2024 PSUs cliff‑vest in year 3, based on annual net sales and NOP growth (equal weighting) with a potential ROIC-based downward modifier .
| PSU Cycle | Metrics | Threshold/Target/Max | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| 2022–2024 PSUs | Annual Net Sales & NOP growth; ROIC vs WACC modifier (down‑only) | Net Sales: 3%/5%/12%; NOP: 4%/8%/16%; ROIC premium thresholds | 2022: net sales -3.2%, NOP -64.9%; 2023: net sales -10.7%, NOP -58.2%; 2024: net sales -10.9%, NOP -76.4% | 0% of target (modifier not applied) | Vested 3/15/2025 |
| 2021–2023 PSUs | Annual Net Sales & NOP growth (equal weight) | Programmatic (per award) | Multi‑year blended performance | 43.1% of target | Paid/vested 3/15/2024 |
- Individual 2024 equity awards (granted 3/15/2024):
| Award Type | Units/Value |
|---|---|
| PSUs (target shares) | 20,211 |
| RSUs (shares) | 20,211 |
| Grant date fair value (each of PSU and RSU lines) | $273,455 |
- 2023 LTI grant values (mix 75% PSUs, 25% Options):
| Metric | FY 2023 |
|---|---|
| PSUs Grant Value (Target) | $1,012,500 |
| Stock Options Grant Value | $337,500 |
| Total LTI Grant Value | $1,350,000 |
Equity Ownership & Alignment
- Beneficial ownership and near‑term acquirable shares (as of 2/22/2025):
| Item | Amount |
|---|---|
| Shares beneficially owned | 113,578 (less than 1%) |
| Options exercisable within 60 days | 42,456 |
| RSUs vesting within 60 days | 6,737 |
- Outstanding awards as of 12/28/2024:
| Category | Detail | Amount |
|---|---|---|
| Options (exercisable) | Multiple tranches (e.g., $33.32, $34.35, $47.00, $35.68, $146.97 strikes; various maturities) | See filing |
| PSUs (target, 3/15/2023 grant) | Unearned shares | 28,970; MV $440,344 |
| RSUs (3/15/2024 grant) | Unvested shares | 20,211; MV $307,207 |
| PSUs (target, 3/15/2024 grant) | Unearned shares | 20,211; MV $307,207 |
- Ownership policy: Executives must reach 3x base salary within 5 years; until met, 50% of net shares from vesting must be held; hedging and pledging prohibited . As of FY2024, average NEO (ex‑CEO) ownership was 1.6x vs 3x guideline (driven by share price declines), not an individual disclosure for Barra .
Employment Terms
- No employment contracts; all executives are at‑will .
- Severance plan economics (as of FY2024 end) for Melissa Barra:
| Scenario | Cash Severance ($) | Stock Award Acceleration ($) | Benefits Reimbursement ($) | Total ($) |
|---|---|---|---|---|
| Involuntary Termination (No CIC) | 1,057,119 | — | 13,563 | 1,070,682 |
| Involuntary Termination (Following CIC; double trigger) | 2,101,739 | 908,124 | 13,563 | 3,023,426 |
| Death or Disability | — | 908,124 | — | 908,124 |
- Change‑in‑control vesting: double trigger if awards assumed/substituted; retirement provisions can accelerate vesting based on age/service criteria (full PSU/option acceleration at age ≥60 with service tenure and notice; RSUs not fully accelerated) .
- LTI award agreements include non‑competition, non‑solicitation, confidentiality, and arbitration provisions .
- Clawback policy: Nasdaq‑compliant recoupment for Section 16 officers upon restatements; LTI agreements include forfeiture for confidentiality violations .
Compensation Structure Analysis
- Mix shift: 2024 eliminated options and used 50% PSUs / 50% RSUs to conserve shares and align with performance and retention; prior year mix was 75% PSUs / 25% options .
- AIP design 2024 removed mid‑year progress pay for NEOs, added Shared Strategic Objective modifier to incentivize transformation cost actions .
- Pay governance: anti‑hedging/pledging; double‑trigger CIC; no tax gross‑ups (apart from relocation) and no option repricing; robust stock ownership guidelines .
- Shareholder feedback: Say‑on‑pay 82.7% support in 2024; proxy enhancements and peer group updates (added Haverty’s; removed Conn’s post‑bankruptcy) .
Equity Award Detail and Vesting
- RSUs: 3‑year ratable vesting on grant anniversaries .
- PSUs: 3‑year cliff vest based on annual net sales and NOP growth; payout averaged across years, subject to down‑only ROIC vs WACC modifier .
- 2022–2024 cycle paid 0% amid industry recession; 2021–2023 cycle paid 43.1% .
Related Party Transactions and Governance
- No related‑party transactions in 2024 and none contemplated .
- Audit, Capital Allocation, Compensation, and CGNC committees fully independent; compensation consultant FW Cook retained and assessed as independent .
Compensation Peer Group (Benchmarking)
- 2024 peer group included household/home furnishing, retail, technology names within 1/3–3x scale, focusing on DTC innovation; later adjusted (Conn’s removed; Haverty’s added) .
Say‑on‑Pay & Shareholder Feedback
- Advisory vote approval: 82.7% in 2024; five‑year average 88.9% .
- Extensive shareholder engagement (>55% of shares engaged Jan 2024–Mar 2025) led by incoming Chair and CGNC leadership .
Investment Implications
- Alignment: Ownership guidelines and anti‑hedging/pledging policies support alignment; average NEO (ex‑CEO) is below 3x guideline due to stock price declines, indicating continued holding requirements and potential reduced discretionary selling; individual status for Barra not disclosed .
- Incentive outcomes: 2024 AIP paid at 59.8% (below target) while 2022–2024 PSUs paid 0%; designs tie pay to performance and should suppress windfall outcomes during downturns .
- Retention and selling pressure: RSU schedules (annual tranches) and severance protections (double‑trigger CIC) provide retention but can create periodic tax‑driven sales at vest; absence of options in 2024 reduces leverage/dilution risk .
- Execution risk: Company performance headwinds (net sales and EBITDA declines, high leverage vs covenants) underscore emphasis on margin/cash initiatives embedded in AIP modifiers—payout structures suggest measured incentives tied to transformation .