SNBR Sleep Number Corp - 8-K

ITEM 5.02

DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

On May 27, 2026, the Board of Directors (the “Board”) of Sleep Number Corporation (the “Company”), with the advice of its independent compensation consultant and its financial advisors, approved one-time cash retention awards (“Retention Awards”) to critical leaders, including named executive officers. In connection with the grants of the Retention Awards, Ms. Findley waived her right to receive payment of the outstanding portion of her previously-granted sign-on bonus, and Messrs. Hellfeld and Krusmark and Ms. Barra waived their right to receive payment of any outstanding amounts under their previously-granted retention awards, including awards granted in March 2025. Ms. O’Keefe did not have any outstanding retention awards and thus did not waive any outstanding amounts. The table below sets forth the amounts of the Retention Awards as well as the amounts waived by our named executive officers:

Name

Title

Retention Award

Waived Previous Sign-On Bonus or

Retention Award

Net New Retention

Amount

Linda Findley

President and Chief Executive Officer

$

2,500,000

$

625,000

$

1,875,000

Amy O'Keefe

Executive Vice President and Chief Financial Officer

$

1,000,000

$

—

$

1,000,000

Melissa Barra

Executive Vice President and Chief Product, Technology & Strategy Officer

$

700,000

$

400,000

$

300,000

Samuel Hellfeld

Executive Vice President and Chief Legal & Risk Officer and Secretary

$

850,000

$

400,000

$

450,000

Christopher Krusmark

Executive Vice President and Chief Retail & People Officer

$

450,000

$

300,000

$

150,000

The Retention Awards, less any necessary deductions, were paid by the Company to each named executive officer on May 27, 2026, the effective date of the named executive officer’s letter agreement (the “Retention Agreement”) which sets forth the terms and conditions of the respective Retention Award. The Retention Agreements require repayment of the Retention Award by each named executive officer if the named executive officer’s employment is terminated by the Company for “cause” (as defined in the Retention Agreement) or due to resignation by the executive, in each case within twelve months of the issuance date. Such repayment obligation will no longer apply in the event of certain corporate events, including certain corporate transactions, or in the event the named executive officer experiences a termination of employment by the Company without “cause” or due to death or disability.

The above description is a summary of the terms of the Retention Agreements and is subject to and qualified in its entirety by the terms of the Retention Agreements, copies of which will be filed with the Company’s Quarterly Report on Form 10-Q for the quarter ending July 4, 2026.

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

Exhibit No.

Description of Exhibit

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)