Phillip Eyler
Chair of the Board at SNBR
Board
About Phillip M. Eyler
Independent director since 2022; age 53 as of the 2025 proxy. Former President & CEO of Gentherm (2017–Dec 2024) and long-time Harman executive (1997–2017; culminating as President, Connected Car). The Board determined Eyler to be independent under Nasdaq and SEC rules. Attendance: all directors serving in 2023 and 2024 attended at least 75% of Board and committee meetings.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gentherm, Inc. | President & CEO; later Advisor | 2017–Dec 2024; Advisor from Dec 2024 | Led transformational growth in thermal and battery technology solutions globally |
| Harman International | Various escalating leadership roles; President, Connected Car Division | 1997–2017 | Global connected solutions expertise; automotive technology leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sleep Number | Independent Director | Since 2022 | SNBR Board service and committee roles (see below) |
| Sensata Technologies | Director | Since 2024 | Current public company directorship |
| Gentherm Incorporated | Director | Prior board service | Listed as prior public board service in SNBR proxy biography |
Board Governance
- Committee memberships (current and history):
- 2022: Audit Committee member
- 2023: Management Development & Compensation Committee member
- 2024: Capital Allocation & Value Enhancement Committee member; Compensation Committee member
- 2025: Capital Allocation & Value Enhancement Committee member; Compensation Committee member
- Independence: Board determined Eyler to be an independent director under Nasdaq and SEC standards
- Attendance and engagement: In 2023 the full Board met 12 times; each director attended ≥75% of Board and committee meetings; in 2024 the full Board met 6 times; each director attended ≥75% of meetings; all directors attended the 2023 and 2024 Annual Meetings
- Hedging/pledging prohibition: Directors and insiders are prohibited from hedging, short sales, trading in derivatives, and pledging company shares (including margin accounts)
- Stock ownership guidelines: Non-employee directors are expected to meet ownership of 5x annual cash retainer within five years; average non-employee directors stood at 6.4x as of year-end 2024
Fixed Compensation
- Policy: Annual cash retainer $95,000; committee chair retainers $20,000 (Capital Allocation Co-Chairs split $10,000 each); Lead Director $50,000; meeting fees paid only after thresholds (Board: $1,000 in-person/$500 virtual after 8 meetings; Committees: $750 in-person/$500 virtual after 8 meetings)
| Component ($) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Fees Earned or Paid in Cash | 91,401 | 97,000 | 96,500 |
| All Other Compensation | — | — | — |
Performance Compensation
- Annual director equity grants approved by the Compensation Committee; in 2024, director grants were 100% RSUs, vesting on the earlier of one year from grant or the next Annual Meeting; grant value set at $135,000 using 2023 average share price methodology
- Options: No stock options granted to directors in 2024; Eyler had outstanding/exercisable options (see Ownership section)
| Equity Detail | FY 2022 | FY 2023 | FY 2024 | FY 2025 YTD |
|---|---|---|---|---|
| RSUs granted (#) | 3,020 (new director grant) | 4,195 | 5,457 | 9,776 (RSU award on 2025-05-28) |
| Options granted (#) | 1,915 | 2,370 (Employee Stock Option grant reported) | None | None disclosed to date |
| Option strike price ($) | Not disclosed in proxy | 20.54 | N/A | N/A |
| Vesting terms (RSUs) | Director RSUs vest time-based per policy | Time-based per policy | Time-based; one year or next Annual Meeting | Time-based consistent with policy |
Other Directorships & Interlocks
| Company | Overlap with SNBR | Potential Conflict Notes |
|---|---|---|
| Sensata Technologies (since 2024) | None disclosed | No SNBR-related party transactions disclosed in 2022; CGNC approves/monitors related-party transactions via policy |
| Gentherm (prior) | None disclosed | Related-party policy in place; 2022 reported no related-party transactions |
Expertise & Qualifications
- Visionary, purpose-driven leader with global experience developing connected solutions; transformational leadership in thermal technology for automotive and medical markets
- Extensive experience in automotive electronics and connected car systems (Harman)
Equity Ownership
| Metric | As of FY 2023 (Dec 30, 2023) | As of FY 2024 (Dec 28, 2024) |
|---|---|---|
| Beneficial ownership (shares) | 4,935; less than 1% of class | 11,500; less than 1% of class |
| Options exercisable within 60 days | 1,915 | 4,285 |
| Deferred RSUs/stock noted | Director may defer RSUs; Eyler deferred 7,215 RSUs (aggregate table) | Director RSUs outstanding 5,457; deferred position included in ownership methodology |
| Hedging/pledging status | Prohibited by policy (no hedging, pledging, short sales, derivatives) | Prohibited by policy (no hedging, pledging, short sales, derivatives) |
Insider Trades (Form 4)
| Transaction Date | Filing Date | Type | Shares | Price ($) | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|---|
| 2023-05-11 | 2023-05-15 | RSU Award (Common Stock) | 4,195 | 0.00 | 7,215 | |
| 2023-05-11 | 2023-05-15 | Option Grant (Right to Buy) | 2,370 | 20.54 | 2,370 options | |
| 2024-05-21 | 2024-05-23 | RSU Award (Common Stock) | 5,457 | 0.00 | 12,672 | |
| 2025-05-13 | 2025-05-14 | Open Market Purchase (Common Stock) | 8,300 | 9.0292 | 20,972 | |
| 2025-05-28 | 2025-05-30 | RSU Award (Common Stock) | 9,776 | 0.00 | 30,748 |
Governance Assessment
- Board effectiveness: Eyler serves on Compensation and Capital Allocation committees, aligning his operating background with oversight of pay design and strategic capital decisions; committee structures and charters are transparent and updated (Capital Allocation formed Nov 7, 2023)
- Independence and attendance: Confirmed independent; attendance thresholds met in 2023–2024; annual meeting participation consistent, supporting investor confidence
- Ownership alignment: Director ownership guidelines at 5x retainer; average non-employee director ownership exceeded guideline at 6.4x in 2024; Eyler increased holdings via open market purchase in May 2025 (8,300 shares at ~$9.03), a positive alignment signal
- Compensation mix: Shifted to RSU-only grants in 2024, consistent with share conservation and time-based vesting; no options granted in 2024; director cash retainer and incremental chair/meeting fees disclosed, indicating predictable and non-excessive fixed pay
- Conflicts and related-party: Hedging and pledging prohibited; related-party transactions governed by CGNC policy and none reported for 2022; no SNBR-related dealings disclosed tied to Eyler’s external roles (Gentherm, Sensata)
- Committee practices: Compensation Committee comprised entirely of independent directors; uses an independent consultant (FW Cook) with assessed independence and no conflicts, bolstering pay governance quality
Director Compensation (Annual Detail)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Cash Fees ($) | 91,401 | 97,000 | 96,500 |
| Stock Awards Fair Value ($) | 123,156 | 86,165 | 83,656 |
| Option Awards Fair Value ($) | 40,930 | 29,027 | — |
| Total ($) | 255,487 | 212,192 | 180,156 |
Other Directorships & Interlocks
| Company | Current/Prior | Committee Roles (if disclosed) |
|---|---|---|
| Sensata Technologies | Current (since 2024) | Not disclosed in SNBR proxy |
| Gentherm Incorporated | Prior | Not disclosed in SNBR proxy |
Expertise & Qualifications
- Visionary, purpose-driven leader with global connected solutions expertise; thermal and battery technology experience; medical temperature management exposure
- Significant leadership of complex industrial and technology operations; relevant to SNBR’s product innovation and supply chain needs
Equity Ownership
| Category | FY 2023 | FY 2024 |
|---|---|---|
| Beneficially owned shares | 4,935; <1% | 11,500; <1% |
| Options exercisable within 60 days | 1,915 | 4,285 |
| Deferred RSUs noted | Policy permits; Eyler deferred 7,215 RSUs (aggregate disclosure) | RSUs outstanding 5,457 |
| Hedging/pledging | Prohibited | Prohibited |
Governance Assessment Summary
- Strengths: Independence; consistent attendance; transparent committee service; direct open-market share purchase in 2025; strong pay governance including independent consultant; anti-hedging/anti-pledging policy and ownership guidelines support alignment
- Watch items: Multiple external commitments (Sensata board) merit ongoing monitoring for time/attention, though no related-party exposure disclosed; director equity grants are time-based RSUs without disclosed performance conditions (typical for directors)