Tempur Sealy Adjusts Board from 12 to 7 Members

February 2, 2016  by in Bedding, Product   

In connection with a review by the board's nominating and corporate governance committee of the board's size, composition and tenure, including discussions with board members about their individual plans, five board members have elected to retire from their positions.

Members Francis A. Doyle, Peter K. Hoffman, Sir Paul Judge, Nancy F. Koehn and Lawrence J. Rogers will not stand for re-election and will retire as directors upon completion of the annual meeting May 5.

The decisions to not stand for re-election were not because of any disagreements with the board on matters relating to the company's operations, policies, practices or leadership. These directors support the company's ongoing business strategy.

With the retirement of the five, the board will continue with a smaller board of directors consisting of seven members as compared to the former 12-member board.

Seven directors have been nominated for re-election at the annual meeting. The slate of directors nominated  are Scott L. Thompson, Chairman and CEO; Evelyn S. Dilsaver; John A. Heil; Jon L. Luther; Usman Nabi; Richard W. Neu; and Robert B. Trussell Jr.

Tempur Sealy plans to sign a consulting agreement with Rogers to provide consulting and other services, including remaining on the boards of two of the company's joint ventures, with a term of one year and subject to annual renewal thereafter.

"I truly wish to thank all the retiring directors for their many years of dedicated service to the Company, with tenures ranging all  the way back to the Company's IPO in 2003," Thompson said. "When I was chairman and CEO at Dollar Thrifty, I worked with a seven-person board of directors, and I think a smaller board is the right approach for Tempur Sealy. I appreciate the NCG's thorough review in response to my request to review our board size."

The company expects that a smaller Board will save approximately $1 million annually in related expenses and that all future stockholder meetings will be held in Lexington, Ky., where the company is headquartered, rather than Boston.

The board also voted to appoint Neu as a member of the audit committee and compensation committee, effective immediately. Neu joined the Tempur Sealy board in October.

In connection with the proposed changes in the board, the Board has also approved appointing Neu as lead director, effective upon completion of the annual meeting and subject to his re-election as a director. The board has also determined that, effective at the annual meeting and subject to their re-election as directors: the audit committee will consist of Dilsaver (Chair), Heil and Neu; the compensation committee will consist of Luther (Chair), Nabi and Neu; and the NCG Committee will consist of Heil (Chair), Dilsaver, Luther and Nabi.