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Sleep Country Canada Holdings Inc (ZZZ.TO)

ZZZ.TO on Toronto Stock Exchange

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Summary

Name Age Since Current Position

Stephen Gunn

63 Executive Co-Chairman of the Board

Christine Magee

58 Executive Co-Chairman of the Board

David Friesema

51 2014 Chief Executive Officer, Director

Robert Masson

45 2017 Chief Financial Officer, Secretary, IR Contact Officer

Stewart Schaefer

52 President of Dormez-vous and Chief Business Development Officer

David Howcroft

46 Senior Vice-President - Sales

Sieg Will

52 Senior Vice President - Operations

David Shaw

64 Lead Independent Director

Zabeen Hirji

2018 Director

J. Douglas Bradley

66 Independent Director

John Cassaday

65 Independent Director

Stephen Dent

56 Independent Director

Andrew Moor

57 Independent Director

Biographies

Name Description

Stephen Gunn

Mr. Stephen K. Gunn serves as Executive Co-Chairman of the Board of the company. Mr. Gunn is a Co-Chair of Sleep Country. He co-founded Sleep Country in 1994 and served as its Chief Executive Officer from 1997 to 2014. Mr. Gunn was a management consultant with McKinsey & Company from 1981 to 1987 and then co-founded and was President of Kenrick Capital, a private equity firm. Mr. Gunn is the lead director of the Board of Directors of Dollarama Inc., and also serves on the Board of Directors of Cara Operations Limited and Canada Goose Holdings Inc. He holds a Master of Business Administration from the University of Western Ontario and a B.Sc. degree in Electrical Engineering from Queen's University.

Christine Magee

Mrs. Christine A. Magee serves as Executive Co-Chairman of the Board of the company. Ms. Magee is a Co-Chair of Sleep Country. She co-founded Sleep Country in 1994 and served as its President until November 2014. Ms. Magee worked in the banking industry as the Commercial Accounts Manager of Continental Bank from 1982 to 1985 and as a Senior Manager of Corporate and Commercial Lending with National Bank from 1985 to 1994. She serves on the Board of Directors of Metro Inc., Trillium Health Partners, Woodbine Entertainment Group and Plan International Canada. She is a member of the Mentoring Council of the Province of Ontario Innovation Fund and Talent Fund Advisory Council. Ms. Magee previously served on the Board of Directors of SiriusXM Canada from January 2014 to May 2017, Richard Ivey School of Business Western University Advisory Board from June 2010-2017, Toronto General and Western Hospital Foundation Board from 2010 to 2015, Advisory Board for Adrenalys from May 2016-December 2017, Cott Corporation from 2004 to 2008 and McDonald's Restaurants from 1999 to 2004. Ms. Magee received an Honourary Doctorate of Commerce from Ryerson University on June 15, 2006. She holds an HBA (Honours) from the University of Western Ontario. On July 1, 2015, Ms. Magee was appointed as a member of the Order of Canada in recognition of her significant contributions to the Canadian business community.

David Friesema

Mr. David Friesema serves as Chief Executive Officer, Director of the company. since November 2014. Mr. Friesema is the Chief Executive Officer of Sleep Country, a position he has held since November 2014. He has been with Sleep Country since 1995 holding numerous senior positions, including Head of Sales, General Manager and Chief Operating Officer. During his tenure, Mr. Friesema has been involved in developing many of the sales training programs, creative marketing advertisements and influencing the advance positioning that Sleep Country enjoys in the mattress industry today. Prior to joining Sleep Country, Mr. Friesema helped establish and manage mattress retail organizations in the United States. He is currently the Chairman of the Better Sleep Council of Canada, a director of Drug Free Kids Canada and is a past board member of Shelternet for Abused Women. He attended the University of Detroit and the University of Missouri-St. Louis.

Robert Masson

Mr. Robert Masson serves as Chief Financial Officer and Corporate Secretary of the company. Since July 2013 and serves as its Chief Financial Officer and Corporate Secretary. Mr. Masson's executive employment agreement provides that the Company may terminate his employment at any time, without cause, by providing notice of termination. If Mr. Masson's employment is terminated without cause, he shall be entitled to receive his base salary in effect as of the termination date for one year following the termination date, a pro-rated target annual bonus based on the number of days worked prior to the termination date, entitlements under any Company incentive plans, the reimbursement of expenses properly incurred in the course of employment up to the termination date, accrued but unpaid vacation pay up to the termination date and the continuation of life, health and dental insurance coverage for one year following the termination date. If Mr. Masson's employment is terminated for cause or due to his resignation, death or incapacity, he or his estate, as applicable, will be entitled to accrued but unpaid base salary and vacation pay up to the termination date, the reimbursement of expenses properly incurred in the course of his employment up to the termination date and entitlements under any Company incentive plans. Mr. Masson's employment agreement also contains customary confidentiality covenants and certain restrictive covenants that will continue to apply following the termination of his employment, including non-solicitation and non-competition provisions which are both in effect during his employment and for the 12 months following the termination of his employment.

Stewart Schaefer

Mr. Stewart Schaefer serves as President of Dormez-vous and Chief Business Development Officer of the company. Mr. Schaefer's executive employment agreement provides that the Company may terminate his employment at any time, without cause, by providing notice of termination. If Mr. Schaefer's employment is terminated without cause, he shall be entitled to receive his base salary in effect as of the termination date for two years following the termination date, a pro-rated target annual bonus based on the number of days worked prior to the termination date, entitlements under any Company incentive plans, the reimbursement of expenses properly incurred in the course of employment up to the termination date, accrued but unpaid vacation pay up to the termination date and the continuation of life, health and dental insurance coverage for two years following the termination date. If Mr. Schaefer's employment is terminated for cause or due to his resignation, death or incapacity, he or his estate, as applicable, will be entitled to accrued but unpaid base salary and vacation pay up to the termination date, the reimbursement of expenses properly incurred in the course of his employment up to the termination date and entitlements under any Company incentive plans. Mr. Schaefer's employment agreement also contains customary confidentiality covenants and certain restrictive covenants that will continue to apply following the termination of his employment, including non-solicitation and non-competition provisions which are both in effect during his employment and for the 24 months following the termination of his employment.

David Howcroft

Mr. David Howcroft serves as Senior Vice-President - Sales of the company. Mr. Howcroft's executive employment agreement provides that the Company may terminate his employment at any time, without cause, by providing notice of termination. If Mr. Howcroft's employment is terminated without cause, he shall be entitled to receive his base salary in effect as of the termination date for one year following the termination date, a pro-rated target annual bonus based on the number of days worked prior to the termination date, entitlements under any Company incentive plans, the reimbursement of expenses properly incurred in the course of employment up to the termination date, accrued but unpaid vacation pay up to the termination date and the continuation of life, health and dental insurance coverage for one year following the termination date. If Mr. Howcroft's employment is terminated for cause or due to his resignation, death or incapacity, he or his estate, as applicable, will be entitled to accrued but unpaid base salary and vacation pay up to the termination date, the reimbursement of expenses properly incurred in the course of his employment up to the termination date and entitlements under any Company incentive plans. Mr. Howcroft's employment agreement also contains customary confidentiality covenants and certain restrictive covenants that will continue to apply following the termination of his employment, including non-solicitation and non-competition provisions which are both in effect during his employment and for the 12 months following the termination of his employment.

Sieg Will

Mr. Sieg Will serves as Senior Vice President - Operations of the company. Mr. Will's executive employment agreement provides that the Company may terminate his employment at any time, without cause, by providing notice of termination. If Mr. Will's employment is terminated without cause, he shall be entitled to receive his base salary in effect as of the termination date for one year following the termination date, a pro-rated target annual bonus based on the number of days worked prior to the termination date, entitlements under any Company incentive plans, the reimbursement of expenses properly incurred in the course of employment up to the termination date, accrued but unpaid vacation pay up to the termination date and the continuation of life, health and dental insurance coverage for one year following the termination date. If Mr. Will's employment is terminated for cause or due to his resignation, death or incapacity, he or his estate, as applicable, will be entitled to accrued but unpaid base salary and vacation pay up to the termination date, the reimbursement of expenses properly incurred in the course of his employment up to the termination date and entitlements under any Company incentive plans. Mr. Will's employment agreement also contains customary confidentiality covenants and certain restrictive covenants that will continue to apply following the termination of his employment, including non-solicitation and non-competition provisions which are both in effect during his employment and for the 12 months following the termination of his employment.

David Shaw

Mr. David Robinson Shaw serves as Lead Independent Director of the company. Mr. Shaw is a member and the independent lead director (the "Lead Director") of the Board of Directors of Sleep Country. He is the Founder of Knightsbridge Human Capital Solutions, a national human capital firm founded in 2001 and sold in 2015. Mr Shaw currently is Chair of LHHKnightsbridge as well as Chair of Axsium Group Ltd. Prior to founding Knightsbridge, Mr. Shaw was President and Chief Executive Officer of Pepsi Cola Canada Beverages from 1996 to 1999. Mr. Shaw's career with PepsiCo spanned 22 years within Canada and abroad in Australia, Singapore and Turkey. Mr. Shaw is the former Chairman of the North York General Hospital Foundation. He currently sits on the Mother Parkers Tea & Coffee Inc. Board of Advisors, the Princess Margaret Cancer Foundation Board and the boards of directors of two publicly traded companies — Fiera Capital Corporation and Brick Brewing Co. Limited.

Zabeen Hirji

Ms. Zabeen Hirji is Director of the Company. Ms. Hirji is a Strategic Advisor to business, and the public and academic sectors and serves as a director on not-for profit boards. She recently retired from Royal Bank of Canada, following a distinguished career spanning senior executive roles in Human Resources and Business leadership in Retail Banking and Operations. From 2007 to 2017, she was chief human resources officer covering 80,000 employees and a member of RBC's Group Executive Committee responsible for setting the overall strategic direction of the company. She also held responsibility for Brand, Communications and Corporate Citizenship. Ms. Hirji is currently Global Advisor, Future of Work at Deloitte and advises various levels of government. She is the Chair of the Board of Civic Action, a City-Building organization, and a member of the Governing Council of the University of Toronto.

J. Douglas Bradley

Mr. J. Douglas Bradley serves as Independent Director of the company. Mr. Bradley is a member of the Board of Directors of Sleep Country. He is currently a corporate director. From 2005 to 2012, he was Managing Director of Westerkirk Capital Inc., a private equity firm. Prior to that, he was Managing Director, Corporate Development of TrizecHahn Corporation from 1995 to 2002. From 1982 to 1994, Mr. Bradley was a partner of Coopers & Lybrand Chartered Accountants, a predecessor firm of PricewaterhouseCoopers LLP. Mr. Bradley has served on numerous boards during his 40-year career. Most recently, he has become a member of the BG Fuels Advisory Board. He holds a Bachelor of Mathematics degree from the University of Waterloo and is a Chartered Professional Accountant.

John Cassaday

Mr. John M. Cassaday serves as Independent Director of the company. Mr. Cassaday is a member of the Board of Directors of Sleep Country. He is currently a corporate director. Prior to April 2015, Mr. Cassaday served as President and Chief Executive Officer and as a director of Corus Entertainment Inc., a position he held since its inception in 1999. Corus is a Canadian leader in pay and specialty television and in Canadian radio and a global leader in children's programming and licensing. Prior to Corus, Mr. Cassaday was Executive Vice President of Shaw Communications, President and Chief Executive Officer of CTV Television Network and President of Campbell Soup Company in Canada and the United Kingdom. Mr. Cassaday is currently Vice Chair and a director of Manulife Financial Corporation, and Sysco Corporation. He is also active in community affairs, principally with St. Michael's Hospital. Mr. Cassaday has an MBA from the Rotman School of Management at the University of Toronto, a degree of Doctor of Laws, honoris causa from the University of Toronto and is a member of the Order of Canada.

Stephen Dent

Mr. Stephen John Dent was Independent Director of the company. He co-founded Birch Hill Equity Partners, a leading mid-market private equity fund, in 2005 and prior to that ran its predecessor organization, the Canadian mid-market Private Equity Group within TD Capital. Mr. Dent joined TD Capital in 1989 as an associate. He also serves on the Board of Directors for Bio Agri Mix, Hi-Pro Feeds, Mastermind Toys and Motion Specialties. He has served on the Boards of Algonquin Group, Carmanah Design and Manufacturing, Constellation Software, Lift Technologies, Locator Group, and PageMart Wireless. Mr. Dent has also played a lead role in Birch Hill’s investments in A-Channel, AltaGas Services, Celestica International Holdings and COM DEV International. He received his Master of Business Administration from the University of Western Ontario and his BBA (Honours) from Wilfrid Laurier University.

Andrew Moor

Mr. Andrew R. Moor serves as Independent Director of the company. Mr. Moor is a member of the Board of Directors of Sleep Country. He joined Equitable Bank and Equitable Group as President and Chief Executive Officer in 2007. Prior to Equitable, Mr. Moor was President and CEO of Invis Inc., President of SMED International and worked as an investment banker with CIBC. Mr. Moor is Chairman of the Trust Companies Association, a member of the Executive Council of the Canadian Bankers Association and a member of the Advisory Board of the Smith School of Business at Queen's University. He received his Master of Business Administration from the University of British Columbia, his B.Sc. in Mechanical Engineering from University College London and holds the ICD.D designation.

Basic Compensation

Name Fiscal Year Total

Stephen Gunn

274,000

Christine Magee

280,220

David Friesema

1,938,420

Robert Masson

1,012,060

Stewart Schaefer

1,665,290

David Howcroft

1,091,250

Sieg Will

885,300

David Shaw

75,000

Zabeen Hirji

--

J. Douglas Bradley

75,000

John Cassaday

75,000

Stephen Dent

--

Andrew Moor

75,000
As Of  31 Dec 2017