Stephen Macadam
Director at SNBR
Board
About Stephen E. Macadam
Stephen E. Macadam, age 64, is an independent director of Sleep Number (since 2023) with deep leadership experience in industrial manufacturing and distribution, including prior CEO roles at EnPro Industries (2008–2019) and BlueLinx Holdings (2005–2008) . He is designated an “audit committee financial expert” and meets Nasdaq “financial sophistication” qualifications, underscoring accounting and oversight expertise . He serves on multiple boards and nonprofit advisory roles, bringing operational and capital allocation acumen to SNBR .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EnPro Industries, Inc. | President & CEO | 2008–2019 | Led strategic and portfolio transformation to streamline and improve margins |
| BlueLinx Holdings, Inc. | CEO | 2005–2008 | Operations and distribution leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Atmus Filtration Technologies (ATMU) | Director | Since 2023 | Public company board service |
| Louisiana-Pacific Corporation (LPX) | Director | Since 2019 | Public company board service |
| Veritiv Corporation | Director | 2020–2023 (prior) | Public company board service |
| University of Kentucky, College of Engineering | Dean’s Advisory Board | Since 2015 | Nonprofit advisory role |
| Purpose Built Communities | Nonprofit Board | Since 2020 | Nonprofit governance |
Board Governance
- Committee assignments and roles:
- Audit Committee member (appointed December 10, 2024; listed as serving, joined effective January 1, 2025)
- Capital Allocation & Value Enhancement Committee Co-Chair
- Corporate Governance & Nominating Committee member
- Independence: All directors who served during fiscal 2024—except the CEO—were determined independent under Nasdaq and SEC standards .
- Audit expertise: Macadam is designated an “audit committee financial expert” and meets Nasdaq “financial sophistication” criteria .
- Attendance and engagement:
- 2024 meetings: Board (6), Audit (8), Capital Allocation (8), Compensation (13), CGNC (4)
- Each director serving in 2024 attended at least 75% of meetings of the Board and committees on which they served; all directors attended the 2024 Annual Meeting .
- Executive sessions: Board meets in executive session at each regular quarterly meeting, including sessions of independent directors only .
Fixed Compensation
| Component | Terms/Amount | Notes |
|---|---|---|
| Annual cash retainer | $95,000 | Paid quarterly |
| Committee chair fees | $20,000 (chair); $10,000 (per co-chair) | Capital Allocation Committee co-chairs split $20,000 |
| Meeting fees (above normal cadence) | Board: $1,000 in-person; $500 virtual after ≥8 meetings; Committee: $750 in-person; $500 virtual after ≥8 meetings | Policy applies when meetings exceed typical number per fiscal year |
| 2024 cash fees earned (Macadam) | $105,000 | Reflects base + co-chair fee and any applicable fees |
| Annual director equity grant (RSUs) | Grant value set at $135,000; granted May 21, 2024; 100% RSUs | Number of RSUs based on avg 2023 share price $24.74; vests in 1 year or next Annual Meeting |
| RSU grant – grant date fair value (ASC 718) | $83,656 | Macadam’s 2024 director stock awards fair value |
| RSU shares (2024 award) | 5,457 shares | Directors (other than Mr. Alegre and Mr. Valette) received 5,457 RSUs; Macadam elected to defer receipt |
| Fees received in stock (in lieu of cash) | 6,079 shares, $105,000 fair value | Macadam elected to receive and defer shares for 2024 director fees |
Performance Compensation
- Directors received no stock option grants in 2024; director equity was time-based RSUs only (no performance metrics) .
| Performance Metric | Definition | Applicable to Director Pay | 2024 Status |
|---|---|---|---|
| Financial/Operating hurdles (e.g., EBITDA, ROIC) | Targets tied to equity vesting or cash incentives | Not used for director RSUs | None disclosed |
| Options with performance hurdles | Options requiring performance for vesting/exercise | Not granted for directors in 2024 | None |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards (current) | Atmus Filtration (since 2023), Louisiana-Pacific (since 2019), Sleep Number (since 2023) |
| Prior public boards | Veritiv Corporation (2020–2023) |
| Board limits policy | Directors capped at ≤4 public boards; audit committee members capped at ≤3 audit committees; Macadam within limits per disclosure |
| Related-party transactions | None during year ended Dec 28, 2024; none contemplated |
Expertise & Qualifications
- Deep understanding of product manufacturing, distribution and procurement; extensive global operations leadership .
- Led portfolio transformation at EnPro to create streamlined, higher-margin business .
- Audit committee financial expert; Nasdaq financial sophistication .
- Skills matrix shows experience across operations, finance, supply chain, risk management and ESG .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficial ownership (SNBR common) | 105,861 shares | As of proxy; includes rights exercisable within 60 days |
| Percent of class | <1% | Denoted with “*” as less than 1% |
| Options exercisable within 60 days | 2,373 | Included in beneficial ownership |
| RSUs/stock awards outstanding (director) | 11,536 shares | Aggregate stock awards outstanding for Macadam as of Dec 28, 2024 |
| Shares to be received in lieu of cash fees | 6,079 shares | 2024 director fees; deferred under 2020 Plan |
| Deferred RSU award (2024) | 5,457 shares | Macadam elected to defer receipt |
| Hedging/Pledging | Prohibited for directors | Policy bans hedging and pledging Company securities |
Insider Trades (SNBR)
| Date | Transaction | Price | Quantity | Source |
|---|---|---|---|---|
| May 21, 2024 | Stock Award (Grant) | $0.00 | Notional grant of director RSUs | |
| Aug 6, 2024 | Open-market Purchase | $12.35 | 43,000 shares |
Form 4 following Aug 6, 2024 shows 102,866 direct shares after the purchase . Beneficial ownership in the proxy (which includes options exercisable within 60 days) is 105,861 shares .
Governance Assessment
- Alignment signals:
- Significant open-market buy of 43,000 shares at $12.35 in Aug 2024 suggests confidence and alignment; plus election to receive fees in stock and defer RSUs reinforces long-term orientation .
- Independent status, audit expertise, and active committee roles (Audit; Capital Allocation Co-Chair; CGNC) support board effectiveness in financial oversight and capital deployment .
- Compensation structure:
- Director pay emphasizes fixed retainers with time-based RSUs; no performance-linked director equity or options in 2024, which is standard but offers limited pay-for-performance leverage at the board level .
- Risk indicators and red flags:
- No related-party transactions for 2024; hedging/pledging prohibited; no tax gross-ups—shareholder-friendly policies .
- Multiple outside directorships, but within board’s own limits; audit committee load monitored by policy—no explicit overboarding concerns disclosed .
- Attendance and engagement:
- Board and committee workload is substantial (Board 6; Audit 8; Capital Allocation 8; CGNC 4), and all directors met ≥75% attendance, indicating engagement .
Overall, Macadam’s profile combines deep operating and manufacturing expertise with audit proficiency and capital allocation leadership, plus tangible ownership alignment through stock purchases and fee/RSU deferrals. No conflicts or related-party exposures were disclosed for 2024; policies mitigate hedging/pledging risks .