Samuel Hellfeld
Executive Vice President, Chief Legal and Risk Officer and Secretary at SNBR
Executive
About Samuel Hellfeld
Samuel R. Hellfeld is Executive Vice President, Chief Legal and Risk Officer and Secretary at Sleep Number, age 46; he joined in 2013 and was promoted to his current role in March 2022, leading legal, internal audit, corporate security and asset protection . Company performance during his recent tenure reflects a challenging industry backdrop: in 2024 net sales were $1.7B (-11% YoY) and adjusted EBITDA $119.6M (-6% YoY), with operating expense reductions of $85.7M . Sleep Number’s TSR over 2020–2023 moved from $166 to $30 per $100 initial investment, underscoring severe equity drawdown amid the downturn .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sleep Number | EVP, Chief Legal & Risk Officer and Secretary | Mar 2022–present | Leads legal, internal audit, corporate security and asset protection |
| Sleep Number | SVP, Chief Legal & Risk Officer | Sep 2018–Mar 2022 | Enterprise risk oversight and legal leadership |
| Sleep Number | VP, Associate General Counsel | Oct 2015–Sep 2018 | Advanced corporate legal support |
| Sleep Number | Corporate Counsel | Mar 2013–Oct 2015 | Joined company legal team |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Fox Rothschild LLP (fka Oppenheimer Wolff & Donnelly LLP) | Partner (IP and litigation) | pre-2013 | IP and litigation expertise leveraged into corporate legal leadership |
| U.S. Court of Appeals (9th Cir.) | Law Clerk | prior to 2010 | Federal appellate clerkship experience |
| U.S. District Court (S.D. Cal.) | Law Clerk | prior to 2010 | Federal trial-level clerkship experience |
Fixed Compensation
Multi-year summary compensation for Mr. Hellfeld:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 488,115 | 519,231 | 542,265 |
| Non-Equity Incentive (AIP) ($) | — | 89,856 | 226,992 |
| Stock Awards ($) | 714,639 | 685,817 | 519,552 |
| Option Awards ($) | 196,101 | 232,112 | — |
| All Other Compensation ($) | 18,394 | 20,243 | 19,484 |
| Total ($) | 1,417,249 | 1,547,259 | 1,308,293 |
Notes:
- 2024 base salary annualized was increased to $549,938 effective April 14, 2024 .
- The company eliminated stock option grants for executives in 2024 to conserve shares .
Performance Compensation
Annual Incentive Plan (AIP) design and 2024 payout:
| Element | Threshold | Target | Maximum | Actual 2024 | Payout & Vesting |
|---|---|---|---|---|---|
| Adjusted EBITDA Goal ($M) | $109.0 | $141.0 | $183.0 | $119.6 | 49.8% of target (pre-modifier); paid after FY |
| Shared Strategic Objective Modifier | 100–125% scale | — | — | $139.1M benefits → 120% modifier | Final AIP payout 59.8% of target |
Long-Term Incentive Plan (LTI) 2024 structure and grants to Mr. Hellfeld:
| Grant Type | Design | Target/Grant Detail | Vesting |
|---|---|---|---|
| PSUs | Annual growth in net sales and NOP over FY 2024–2026; average of yearly net sales/NOP results; ROIC-WACC modifier can reduce payout up to 20% | Target PSUs 16,674 (threshold 1,384; max 33,348); grant-date fair value $225,599 | Cliff vests at 3 years (subject to performance) |
| RSUs | Time-based equity | 21,726 RSUs; grant-date fair value $293,953 | 3 equal annual installments over 3 years |
| Special RSU | Recognition grant | $125,000 RSUs in addition to annual LTI | 3-year ratable vesting |
Historical PSU outcomes for reference:
- 2021 PSU (FY 2021–2023): 43.1% of target payout company-wide; Mr. Hellfeld’s 2021 PSUs vested March 15, 2024 .
- 2022 PSU (FY 2022–2024): 0% payout company-wide; vested March 15, 2025 with no payout .
Equity Ownership & Alignment
| Ownership Item | Value |
|---|---|
| Beneficial ownership (common shares) | 74,494 shares; <1% outstanding |
| Options exercisable within 60 days | 37,493 shares |
| RSUs vesting within 60 days | 9,562 shares |
| Stock ownership guidelines | Executives must hold 3x salary; must hold 50% of net shares until guideline met |
| Hedging/pledging policy | Prohibited for insiders (no hedging, short sales, options, or pledging/margin) |
Observations:
- RSUs vest ratably over three years, creating predictable supply; the hold requirement until guideline compliance reduces near-term selling pressure .
- Most outstanding options have exercise prices well above the 12/27/2024 share price of $15.20, limiting near-term monetization (e.g., many option strikes ≥$28.41) .
Employment Terms
| Provision | Terms |
|---|---|
| Severance (no change-in-control) | 1× base salary + target AIP; example value $905,000; COBRA reimbursement (e.g., $17,180) |
| Severance (following change-in-control) | 2× base salary + target AIP; example cash $1,797,500; double-trigger vesting applies; stock award acceleration example $551,587 |
| Change-in-control equity | Double-trigger vesting if awards assumed/substituted; acceleration on involuntary termination without cause/for good reason within 2 years |
| Clawback | Nasdaq-compliant clawback for Section 16 officers; forfeiture on confidentiality violations in LTI agreements |
| Non-compete/Non-solicit/Confidentiality | Required as a condition of LTI awards; includes assignment of inventions and arbitration agreements |
Additional Governance & Compensation Context
- Say-on-Pay approvals: 82.7% (2024 meeting), down from five-year average 88.9% ; 74.3% in 2023 .
- Peer group benchmarking: Updated peer set in 2024–2025 to reflect size and strategy; changes included adding Havertys (2025) and removing Conn’s post-bankruptcy .
- Pay governance best practices: No tax gross-ups (except relocation), double-trigger CoC vesting, no option repricing, robust ownership guidelines, hedging/pledging prohibitions .
Investment Implications
- Pay-for-performance alignment: 2024 AIP paid 59.8% of target as EBITDA missed plan but operational benefit targets exceeded; 2022 PSUs paid 0%—signals disciplined linkage to outcomes, mitigating windfalls in downturns .
- Retention vs dilution: Shift from options to RSUs/PSUs in 2024 lowers dilution but increases guaranteed time-based vesting; holding requirements and clawbacks support alignment and reduce selling pressure .
- Ownership/skin-in-the-game: Beneficial ownership (<1%) with meaningful unexercisable options and multi-year RSUs; pledging/hedging bans and hold requirements enhance alignment despite stock drawdown .
- Change-in-control economics: Double-trigger design and 2× cash severance (post-CoC) offer retention and continuity; equity acceleration terms are standard but not overly generous vs peers .
- Execution risk: Legal/risk leadership coincides with industry trough and leverage/covenant sensitivity; continued cost reductions and governance reforms are prioritized, but TSR and revenue/EBITDA trends reflect macro headwinds .