Somnigroup International Inc. · NYSE:SGI
Somnigroup International — Tempur Sealy International — Proxy Contest (April 2016)
20 slides from Somnigroup International's proxy contest presentation, Apr 25, 2016
Slide 1: 2016 Say on Pay Supplementary Material
April 2016 2016 Say on Pay Supplementary Material: Compensation Program Designed to Deliver Long-Term Value Tempur Sealy International, Inc. (TPX)
Slide 2: Board Recommends Shareholders Vote FOR All Proposals
Board Recommends Shareholders Vote “FOR” All Proposals Tempur Sealy’s Board of Directors unanimously recommends that all shareholders vote “FOR” the following proposals at the Company’s 2016 Annual Meeting Proposal One: “FOR” the election of Evelyn S. Dilsaver, John A. Heil, Jon L. Luther, Usman Nab
Slide 3: Overview of 2015 Proxy Contest & Referendum
Overview of 2015 Proxy Contest & Referendum
Slide 4: In 2015, Largest Shareholder Asked Support to Reinvigorate Five Critical Foundations
In 2015, Tempur Sealy’s Largest Shareholder Asked for Shareholder Support to Reinvigorate Five Critical Foundations In early 2015, H Partners Management (“H Partners”), Tempur Sealy’s largest shareholder, commenced a proxy solicitation intended to reposition the Company for long-term success Citing
Slide 5: Foundation #1: Recruit a Proven Former Public Company CEO
Foundation #1: Recruit a Proven Former Public Company CEO with Strong Operational and Financial Skills Source: H Partners Investor Presentation, April 7, 2015. References in this slide to “our” or “we” refer to H Partners.
Slide 6: Foundation #4: Provide Meaningful Grants to Align Employees Around Stretch EBITDA Targets
Source: H Partners Investor Presentation, April 7, 2015. References in this slide to “our” or “we” refer to H Partners. Foundation #4: Provide Meaningful Grants to Align Employees Around Clear, Stretch EBITDA Targets
Slide 7: All Proxy Advisory Firms Supported the Referendum
All Proxy Advisory Firms Supported the Referendum Including the Recruitment of a Capable CEO and Alignment to Stretch Goals Source: ISS, Glass Lewis Research Institutional Shareholders Services (“ISS”) Glass Lewis “The dissident...provides an extensive analysis of how a properly-motivated leadership
Slide 8: Shareholders Voted Overwhelmingly in Support of the Referendum
Shareholders Voted Overwhelmingly in Support of the Referendum The Referendum urged those shareholders who supported the dissident’s solicitation framework to vote “AGAINST” the re-election of directors Masto, McLane and Sarvary at the Company’s 2015 Annual Meeting When the final votes were tallied,
Slide 9: One Year Later: Reconstituted Board Successfully Implemented All Shareholder Demands
One Year Later: Reconstituted Board Successfully Implemented All Shareholder Demands
Slide 10: Board Appointed Scott L. Thompson as Chairman, President and CEO
On September 4, 2015, the Tempur Sealy’s Board of Directors appointed Scott L. Thompson as the Chairman, President and CEO In late 2008, Mr. Thompson was appointed CEO and President of Dollar Thrifty Automotive Group (“DTAG”), until it was purchased by Hertz in 2012; previously, he was Sr. Executive
Slide 11: Mr. Thompson's Appointment Was Very Positively Received
Mr. Thompson’s Appointment Was Very Positively Received Due to His Exceptional Record of Margin Enhancement And Value Creation Sell-Side Comments on Mr. Thompson’s Appointment DTAG Adj. EBITDA Margin During Mr. Thompson’s CEO Tenure 1 “We believe [Mr. Thompson] is exactly the leader TPX needs, as he
Slide 12: Compensation Package Designed for Mr. Thompson
In consultation with Spencer Stuart (a leading executive search firm) and Frederic W. Cook & Co. (a leading executive compensation consultancy), the Board and its Compensation Committee designed a compensation package for Mr. Thompson that would (i) be strong enough to attract a high-caliber candida
Slide 13: Project 650: A Stretch Incentive Plan
“Project 650”: A Stretch Incentive Plan that Rewards Management For Exceptional Organic EBITDA Growth of 40% by 2017 An important element of Mr. Thompson’s compensation is in the form of PRSUs that vest only upon the achievement of an aspirational earnings target. The board designed “Project 650” al
Slide 14: Project 650 Would Deliver Almost $100 Million Incremental Adjusted EBITDA
If achieved, “Project 650” would deliver almost $100 million of incremental organically-generated adjusted EBITDA compared to consensus estimates at the time “Project 650” was created Per Bloomberg, no sell-side analysts that cover TPX expect it to achieve “Project 650” by 2017 Tempur Sealy Adjusted
Slide 15: Adjusted EBITDA Growth vs. Peers, 2015-2017E
Adjusted EBITDA Growth vs. Peers, 2015 – 2017E If Tempur Sealy is able to achieve $650 million of adjusted EBITDA by 2017, this should result in significant outperformance and remarkable value creation for all shareholders Aspirational Plan Targets Twice the EBTIDA Growth of Peers “Project 650” Impl
Slide 16: Compensation Changes Include Simplified Metrics and Increased Alignment
Compensation Changes Also Include Simplified Metrics Focused on Earnings And Increased Alignment with Shareholders Simplification of Incentives and Metrics: The Board decided to select Adjusted EBITDA as the Project 650 performance metric because it believes this is the best metric for the delivery
Slide 17: Board Recommends Shareholders Support Our Redesigned Compensation Plan
Board Recommends Shareholders Support Our Redesigned Compensation Plan to Continue Our Significant Progress Having won overwhelming shareholder support to revitalize Tempur Sealy following an outlined strategy, including finding a world-class CEO and aligning employee and shareholder interests, the
Slide 18: Forward-Looking Statements
Forward-Looking Statements This investor presentation contains "forward-looking statements," within the meaning of the federal securities laws, which include information concerning one or more of the Company's plans, objectives, goals, strategies, and other information that are not historical inform
Slide 19: Use of Non-GAAP Financial Measures
Use of Non-GAAP Financial Measures In this investor presentation and certain of its press releases and SEC filings, the Company provides information regarding earnings before interest, taxes, depreciation, and amortization (“EBITDA”), adjusted EBITDA and consolidated funded debt less qualified cash
Slide 20: Adjusted EBITDA Reconciliation
Adjusted EBITDA Reconciliation
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