Stephen Gulis Jr.
Director at SNBR
Board
About Stephen L. Gulis, Jr.
Independent director of Sleep Number since 2005; age 67. Former CFO, Treasurer, and later EVP/President of Global Operations at Wolverine World Wide (1996–2008), bringing deep finance, risk management, reporting, investor relations, and M&A experience; designated an “audit committee financial expert.” Scheduled to retire effective upon the earlier of completion of Sleep Number’s anticipated debt refinancing or the 2026 Annual Meeting, per board refresh plans.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wolverine World Wide, Inc. | EVP & President of Global Operations; previously EVP, CFO & Treasurer | 1996–2008 | Delivered consistent growth, margin expansion, record EPS during CFO tenure; senior finance leadership across consumer products |
| Sleep Number Corporation | Independent Director | 2005–present | Audit Committee Chair; CGNC member; audit committee financial expert |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Independent Bank Corporation | Director | Since 2004 | Public company directorship |
Board Governance
- Independence: Board determined all directors serving during any part of fiscal 2024 were independent except the CEO; policy prohibits paid consulting arrangements with independent directors.
- Committee assignments: Audit Committee Chair; Corporate Governance & Nominating Committee member; audit committee financial expert designation.
- Attendance and engagement: Board met 6 times in 2024; Audit Committee 8; Capital Allocation Committee 8; Compensation Committee 13; CGNC 4. All directors attended ≥75% of Board and committee meetings; directors are expected to attend the Annual Meeting (all attended in 2024).
- Board refresh: Will retire upon earlier of completion of debt refinancing or the 2026 Annual Meeting; broader board declassification and elimination of supermajority provisions proposed for shareholder approval in 2025.
- Lead independent oversight: Robust lead director responsibilities when roles are combined; incoming independent Chair appointment effective after the 2025 Annual Meeting.
- Risk oversight: Audit Committee oversees enterprise risk, internal controls, IT/cybersecurity and compliance; internal audit reports directly to Audit Committee.
- Related-party transactions: None in 2024; none currently contemplated; CGNC approves/ratifies any reportable related-party transactions.
Fixed Compensation
| Component | 2024 Detail | Amount |
|---|---|---|
| Annual cash retainer | Non-employee director retainer | $95,000 |
| Committee chair fee | Audit Committee chair fee | $20,000 |
| Meeting fees (excess only) | After min. 8 meetings: Board $1,000 in-person/$500 virtual; Committee $750 in-person/$500 virtual | Policy detail (no director-specific count disclosed) |
| 2024 cash fees earned | Aggregate cash fees for Gulis | $115,000 |
Performance Compensation
| Equity Element | Grant Terms | 2024 Grant | Vesting | Valuation |
|---|---|---|---|---|
| RSUs (annual director grant) | 100% RSUs to conserve shares; number based on 2023 avg share price $24.74 | 5,457 RSUs | Vest on earlier of 1 year or next Annual Meeting, contingent on continued Board service | $83,656 (grant-date fair value) |
| Stock options | None granted to directors in 2024 | N/A | N/A | N/A |
Note: Director equity is time-based, not performance-conditioned; no director-specific performance metrics apply to RSUs.
Other Directorships & Interlocks
| Counterparty | Type | Interlock/Exposure | Notes |
|---|---|---|---|
| Independent Bank Corporation | Public company | Directorship | Banking oversight experience; potential breadth in risk management insights |
| Wolverine World Wide, Inc. | Public company | Prior exec role (Gulis); Board colleague Brenda Lauderback is a current director at Wolverine | Network overlap via sector experience; no related-party transactions disclosed |
Expertise & Qualifications
- Financial expertise: Audit committee financial expert; SEC/Nasdaq “financial sophistication.”
- Functional strengths: Senior finance, risk, reporting, investor relations, M&A from Wolverine tenure; consumer products operations leadership.
- Governance: Long-serving independent director; audit chair; active in CGNC; part of board-led refresh initiatives.
Equity Ownership
| Ownership Metric | Detail | Amount |
|---|---|---|
| Shares outstanding under stock awards (incl. RSUs/phantom) | As of Dec 28, 2024 | 55,203 shares |
| Stock options outstanding | Aggregate director options as of Dec 28, 2024 | 7,695 options |
| 2024 RSU deferral election | Deferred receipt of 2024 Incentive Award (5,457 shares) under the 2020 Plan | Elected deferral |
| Director ownership guidelines | 5x annual cash retainer; until met, directors generally may not sell except to cover exercise price, transaction costs, and taxes | Policy detail |
| Anti-hedging/pledging | Hedging and pledging prohibited for directors and designated insiders | Policy detail |
Governance Assessment
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Strengths
- Independent audit chair with financial expert designation; direct oversight of risk, controls, and audit, which is central during margin/cash-flow transformation.
- Consistent attendance; Board and committee cadence indicates active oversight; practice of independent executive sessions.
- No related-party transactions; robust policy governance; prohibition on hedging and pledging enhances alignment.
- Board modernization: declassification and removal of supermajority requirements proposed; incoming independent Chair structure improves checks and balances.
-
Watch items
- Tenure since 2005 implies legacy oversight; retirement tied to debt refinancing timeline underscores focus on capital structure but may reflect near-term transition risk.
- Large accumulation under stock awards/options (deferred/phantom/RSUs) is typical for long-tenured directors but warrants continuing alignment review within ownership guidelines.
-
Compensation alignment signals
- Cash fees consistent with retainer plus audit chair and excess meeting fees; equity solely RSUs in 2024 to conserve shares, aligning with shareholder dilution concerns.
- Company-wide pay governance includes clawback policy, double-trigger CIC vesting, and no tax gross-ups—shareholder-friendly practices.
-
Shareholder feedback context
- 2024 say-on-pay approval at 82.7% provides backdrop for compensation oversight; board engaged proactively on governance reforms and CEO transition.
RED FLAGS
- None disclosed: no related-party transactions, no hedging/pledging, and attendance ≥75%. Monitor transition timing tied to debt refinancing and long tenure profile as part of refresh.