Proxy Statement (definitive) (def 14a)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

Filed by the Registrant ý
Filed by a Party other than the Registrant o
Check the appropriate box:
o		Preliminary Proxy Statement
o		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ý		Definitive Proxy Statement
o		Definitive Additional Materials
o		Soliciting Material under §240.14a-12

 

MATTRESS FIRM HOLDING CORP.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
ý		No fee required.
o		Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
		(1)		Title of each class of securities to which transaction applies:
		(2)		Aggregate number of securities to which transaction applies:
		(3)		Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
		(4)		Proposed maximum aggregate value of transaction:
		(5)		Total fee paid:
o		Fee paid previously with preliminary materials.
o		Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
		(1)		Amount Previously Paid:
		(2)		Form, Schedule or Registration Statement No.:
		(3)		Filing Party:
		(4)		Date Filed:

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April 10, 2015

Dear Stockholder:

        The 2015 Annual Meeting of Stockholders of Mattress Firm Holding Corp. (the "Company") will be held on May 27, 2015 at 7:30 a.m., local time, at the Company's principal executive offices located at 5815 Gulf Freeway, Houston, Texas 77023 (telephone: [phone]), and I hope you will join us.

        At the meeting, we will be asking you:

1.

To elect three Class I directors for a three-year term to expire in 2018;



2.

To consider a non-binding advisory vote on the compensation of the Company's named executive officers, as described in the "Compensation Discussion and Analysis" section, the tabular disclosure regarding such compensation, and the accompanying narrative disclosure, set forth in the Company's 2015 Annual Stockholder Meeting proxy statement;



3.

To consider a non-binding advisory vote on the frequency of future executive compensation advisory votes;



4.

To ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal year 2015; and



5.

To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

        As explained more fully in the proxy statement included with this Notice and in the Company's Notice of Internet Availability of Proxy Materials, you can vote using the Internet, by telephone, by mail or in person, in each case by following the instructions in the proxy statement.

        We urge you to vote your shares at your earliest convenience.

        Thank you very much for your interest in our Company.

		Sincerely,
		R. Stephen Stagner Chief Executive Officer Mattress Firm Holding Corp.

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MATTRESS FIRM HOLDING CORP.

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 27, 2015

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Dear Stockholders:

        The 2015 Annual Meeting of Stockholders (the "Annual Meeting") of Mattress Firm Holding Corp., a Delaware corporation (the "Company"), will be held at the Company's principal executive offices located at 5815 Gulf Freeway, Houston, Texas 77023 (telephone: [phone]), on May 27, 2015 at 7:30 a.m., local time, to vote on the following proposals:

1.

To elect three Class I directors for a three-year term to expire in 2018;



2.

To consider a non-binding advisory vote on the compensation of the Company's named executive officers, as described in the "Compensation Discussion and Analysis" section, the tabular disclosure regarding such compensation, and the accompanying narrative disclosure, set forth in the Company's 2015 Annual Stockholder Meeting proxy statement;



3.

To consider a non-binding advisory vote on the frequency of future executive compensation advisory votes;



4.

To ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal year 2015; and



5.

To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

        The Board of Directors has fixed the close of business on April 1, 2015 as the record date for the determination of Stockholders entitled to notice of, and to vote at, the Annual Meeting. A complete list of those Stockholders will be open to examination by any Stockholder for any purpose germane to the Annual Meeting during ordinary business hours at the principal executive offices of the Company, 5815 Gulf Freeway, Houston, Texas 77023, for a period of ten days prior to the Annual Meeting.

        Important Notice Regarding the Internet Availability of Proxy Materials.    The Company has saved significant mailing and printing costs by providing proxy materials to you over the Internet in accordance with Securities and Exchange Commission rules. On or about April 10, 2015, the Company will mail to its stockholders a Notice of Internet Availability of Proxy Materials (the "Notice") containing instructions on how to access the Company's Annual Meeting proxy statement and the Annual Report on Form 10-K for the fiscal year ended February 3, 2015 online. The Notice, which cannot itself be used to vote your shares, also provides instructions on how to vote by Internet or by telephone and how to request a paper copy of the proxy materials, if you so desire. As described in the Notice, the Company's Annual Meeting proxy statement and the Annual Report on Form 10-K for the fiscal year ended February 3, 2015 are available to you at http://www.proxyvote.com.

        If your shares are held in "street name" in a stock brokerage account or by a bank or other nominee, you must provide your broker with instructions on how to vote your shares in order for your shares to be voted on important matters presented at the Annual Meeting. If you do not instruct your broker on how to vote in the election of directors, your shares will not be voted on this matter.

        All Stockholders are cordially invited to attend the Annual Meeting. Whether or not you are able to attend the Annual Meeting in person, it is important that your shares be represented. Please vote as soon as possible.

		Sincerely,
		Kindel L. Elam General Counsel and Secretary Mattress Firm Holding Corp.

Houston, Texas
April 10, 2015

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MATTRESS FIRM HOLDING CORP.
Proxy Statement—Table of Contents

        The accompanying proxy is solicited on behalf of the Board of Directors of Mattress Firm Holding Corp. for use at the Annual Meeting of Stockholders to be held on May 27, 2015. On or about April 10, 2015 Mattress Firm Holding Corp. began mailing to stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access proxy materials via the Internet and how to vote online (www.proxyvote.com).

About The Annual Meeting			3
Voting Your Shares			5
Proposal 1: Election of Directors			9
Nominees for Election as Class I Directors for a Term Ending 2018			10
Proposal 2: Non-binding Advisory Vote on Executive Compensation			12
Proposal 3: Non-binding Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation			13
Proposal 4: Ratification of Independent Registered Public Accountants for Fiscal Year 2015			14
Mattress Firm Holding Corp. Board			15
Leadership of the Board			15
The Board's Role in Risk Oversight			15
Committees of the Board; Director Independence			16
Corporate Governance			19
Code of Business Conduct and Ethics			19
Certain Relationships and Related Transactions			19
Procedures for Stockholders to Recommend Director Nominees			21
Compensation Committee Interlocks and Insider Participation			23
Directors Continuing in Office			23
Executive Compensation			26
Executive Officers of the Company			26
Compensation Committee Report			28
Compensation Discussion and Analysis			28
Overview of Fiscal Year 2014 Performance and Compensation			28
Highlights of Fiscal Year 2014 Performance			29
Compensation Framework: Policies and Processes			30
Elements of Executive Officer Compensation			32
Risk Assessment of Compensation Policies and Practices			39
Tax and Accounting Considerations			39
Compensation of Named Executive Officers			40
Summary Compensation Table			40
All Other Compensation Table			41
Grants of Plan-Based Awards Table			42
Narrative Disclosure to Summary Compensation Table and Grant of Plan-Based Awards Table			43
Outstanding Equity Awards at Fiscal Year End Table			45
Option Exercises and Stock Vested Table			46
Non-Qualified Deferred Compensation Table			47
Potential Payments Upon Termination or Change in Control			47
Potential Payment Upon Termination or Change in Control			48
Termination by the Company for Cause or Resignation by Executive Without Good Reason			49
Termination by Company Without Cause or Resignation by Executive for Good Reason			49
Termination Due to Death or Disability			49
Termination Due to Non-Renewal of Term			50

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Restrictive Covenants			50
Director Compensation			51
Audit Committee Matters			52
Audit Committee Report			52
Independent Registered Public Accounting Firm			53
Audit Committee Pre-Approval Policy			54
Other Information			54
Security Ownership of Certain Beneficial Owners and Management			54
Section 16(a) Beneficial Ownership Reporting Compliance			58
Financial and Other Information			58
Proposals of Stockholders			58

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ABOUT THE ANNUAL MEETING

        Mattress Firm Holding Corp. (the "Company") is required by Delaware law (the state in which the Company is incorporated) to hold an annual meeting of stockholders for the express purpose of allowing the Company's stockholders to vote on those matters reserved to them under Delaware law or the Company's Amended and Restated Certificate of Incorporation or Amended and Restated Bylaws. The State of Delaware, the Securities and Exchange Commission (the "SEC") and the NASDAQ Global Select Market ("NASDAQ") have rules that govern how the Company must conduct annual stockholder meetings and what rights you may or may not have therein, especially related to how the Company solicits your votes for annual stockholder meetings, the form of proxy that the Company may use, and the information that the Company must provide to you. Below you will find a summary of matters that specifically relate to the 2015 Annual Meeting of Stockholders (the "Annual Meeting") and that the Company is required to disclose to you. The Company hopes that you find this summary useful in your understanding of the Annual Meeting process, the Company's business, the directors and the other matters that are pertinent to all of the above.

Date of Annual Meeting		May 27, 2015
Time of Annual Meeting		7:30 a.m., local time
Place of Annual Meeting		The Company's principal executive offices located at 5815 Gulf Freeway, Houston, Texas 77023 (telephone: [phone])
Record Date for Annual Meeting (the "Record Date")		April 1, 2015
Attending the Annual Meeting		All stockholders of record are welcome at the Annual Meeting. If you plan to attend, please have proper identification. If your shares are held in street name, please have your most current brokerage account statement with you.
Mailing Date of Proxy Materials		On or about April 10, 2015
Votes to Be Taken at the Annual Meeting		You are voting on:
		• Proposal 1: Election of Robert E. Creager, R. Stephen Stagner and William E. Watts as Class I directors whose terms expire in 2018 (see page 9);
		• Proposal 2: To consider a non-binding advisory vote on the compensation of the Company's named executive officers, as described in the "Compensation Discussion and Analysis" section, the tabular disclosure regarding such compensation, and the accompanying narrative disclosure, set forth in the Company's 2015 Annual Stockholder Meeting proxy statement (see page 12);
		• Proposal 3: To consider a non-binding advisory vote on the frequency of future executive compensation advisory votes (see page 13);
		• Proposal 4: To ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal year 2015 (see page 14); and

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		• Any other business properly coming before the Annual Meeting.
Recommended Vote on Each Proposal		The recommendation of the Board of Directors of the Company (the "Board") can be found with the description of each proposal in this proxy statement. In summary, the Board recommends that you vote:
		FOR each of the three nominees for Class I director;
		FOR the approval, on an advisory basis, of the non-binding vote on the compensation of the Company's named executive officers, as described in the "Compensation Discussion and Analysis" section, the tabular disclosure regarding such compensation, and the accompanying narrative disclosure, set forth in this proxy statement;
		FOR the approval, on an advisory basis, of the non-binding advisory vote on the compensation of the Company's named executive officers to occur every year; and
		FOR the ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal year 2015.
Vote Required to Pass Each Proposal
Proposal 1—Election of Directors		Directors are elected by plurality vote, which means that the three nominees for director receiving the highest number of votes FOR election will be elected as directors. Stockholders may not cumulate votes for the election of directors. If a nominee for director is unable to serve as a director, the Proxy Committee (as defined later in this proxy statement) may, in its discretion, vote for another person as director or vote to reduce the number of directors to less than eight, as the Board may recommend.
Proposal 2—Non-binding Advisory Vote on Executive Compensation		While on the ballot, this is only an advisory vote. This means that the Directors will not be required to take any action on this matter regardless of the number of shares voted in favor of or against this proposal. However, the Directors are very keen on understanding the view of the Company's stockholders on the Company's executive compensation program, so your consideration and vote on this matter will be taken seriously by the Board. Nevertheless, the votes that stockholders cast "for" must exceed the number of votes that stockholders cast "against" to approve.

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Proposal 3—Non-binding Advisory Vote on Frequency of Advisory Vote on Executive Compensation		While on the ballot, this is only an advisory vote. This means that the Directors will not be required to take any action on this matter regardless of the number of shares voted in favor of any particular frequency. However, the Directors are very keen on understanding the view of the Company's stockholders on the frequency of the advisory vote on executive compensation, so your consideration and vote on this matter will be taken seriously by the Board. Nevertheless, the alternative receiving the greatest number of votes—every year, every two years or every three years—will be the frequency that stockholders approve.
Proposal 4—Ratification of Accountants		To ratify Proposal 4, stockholders holding a majority of the common stock, par value $0.01 per share, of the Company ("common stock") present or represented by proxy at the Annual Meeting and voting on the matter must vote FOR this proposal.
Shares Outstanding on the Record Date and Entitled to Notice of and to Vote at the Annual Meeting		35,180,066 shares of common stock.
Voting of Shares		Each stockholder is entitled to one vote for each share of common stock held as of the Record Date.
Company Principal Executive Offices		5815 Gulf Freeway, Houston, Texas 77023
Company Telephone Number		[phone]

VOTING YOUR SHARES

Who is soliciting your proxy?		The Board.
Who can vote?		Stockholders of record or beneficial owners at the close of business on the Record Date, April 1, 2015, are entitled to notice of and to vote at the Annual Meeting.
Who is a "stockholder of record"?		You are a stockholder of record if your shares of the Company's stock are registered directly in your own name with the Company's transfer agent, Computershare Trust Company, N.A. (the "Transfer Agent"), as of the Record Date.

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Who is a "beneficial owner"?		You are a beneficial owner if a brokerage firm, bank, trustee or other agent (called a "nominee") holds your stock and is the stockholder of record. This is often called ownership in "street name" because your name does not appear in the records of the Transfer Agent. If your shares are held in street name, you will receive instructions from the stockholder of record. You must follow the instructions of the stockholder of record in order for your shares to be voted. Internet voting also will be offered to stockholders owning shares through certain banks and brokers. If your shares are not registered in your own name and you plan to vote your shares in person at the Annual Meeting, you should contact your broker or agent to obtain a legal proxy or broker's proxy card and bring it to the Annual Meeting in order to vote.
		If you are a beneficial owner and hold your shares in street name and do not provide the organization that holds your shares with voting instructions, the broker or other nominee will determine if it has the discretionary authority to vote on the particular matter. As a general matter, brokers have the discretion to vote on routine matters but cannot vote on non-routine matters. The Company believes that only Proposal 4: Ratification of Independent Registered Public Accountants for Fiscal Year 2015 will be considered a routine matter for the Annual Meeting. If the organization that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, the organization that holds your shares will inform the Company that it does not have the authority to vote on this matter with respect to your shares. This is generally referred to as a "broker non-vote." Broker non-votes will be considered as present for purposes of determining a quorum, but will not otherwise affect voting results.
What is the quorum?		A quorum is required for stockholders to approve or reject proposals. For the purposes of the Annual Meeting, a quorum is the presence in person or by proxy (which includes voting over the Internet) of a majority of the total number of issued and outstanding shares of common stock as of the Record Date entitled to vote at the Annual Meeting. Broker non-votes will be considered as present for purposes of determining a quorum, but will not otherwise affect voting results.
What happens if I don't give specific voting instructions?		If you are a stockholder of record and sign and return your proxy card or vote electronically without making any specific selections, then your shares will be voted in accordance with the recommendations of the Proxy Committee on all matters presented in this proxy statement and as the Proxy Committee may determine in its discretion regarding any other matters properly presented for a vote at the Annual Meeting.

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How are abstentions treated?		Abstentions are counted for purposes of determining whether a quorum is present, but will not be included in vote totals. With regard to the election of directors, votes that are withheld will have no effect. An abstention from voting on a matter by a stockholder present in person or represented by proxy at the Annual Meeting has the same legal effect as a vote "against" the proposals to approve, on an advisory basis, the compensation of our named executive officers and the frequency of the advisory vote on executive compensation, and to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the 2015 fiscal year.
What is the "Proxy Committee"?		The Proxy Committee was appointed by the Board and is comprised of R. Stephen Stagner and Alexander S. Weiss. The Proxy Committee has the authority to vote properly executed proxies that do not otherwise specify specific voting instructions.
How can I vote my shares?		By Internet. You can vote over the Internet at http://www.proxyvote.com by following the instructions on the proxy card.
		By Telephone. You can vote your proxy over the telephone by calling 1-800-690-6903 from any touch-tone telephone. You must have your proxy card available when you call.
		By Mail. You can vote by mail by signing, dating and mailing the enclosed proxy card in the postage-paid envelope provided. If the envelope is missing, please mail your completed proxy card or voting instruction card to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, New York 11717. Please allow sufficient time for delivery if you decide to vote by mail.
		At the Annual Meeting. If you attend the Annual Meeting in person, you may deliver your completed proxy card in person or you may vote by completing a ballot, which will be available at the Annual Meeting. However, if your shares are held in street name, you must obtain a legal proxy, executed in your favor, from the holder of record to be able to vote at the Annual Meeting. You should allow yourself enough time prior to the Annual Meeting to obtain this proxy from the stockholder of record.
		The shares voted electronically or represented by the proxy cards received, properly marked, dated, signed and not revoked, will be voted at the Annual Meeting. Internet voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59 p.m., Eastern Time, on May 26, 2015.

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How can I change my vote?		You may change your vote at any time before the proxy is exercised. If you voted by mail, you may revoke your proxy at any time before it is voted by executing and delivering a timely and valid later-dated proxy, or by voting by ballot at the Annual Meeting. Attending the Annual Meeting will not automatically revoke your proxy unless you specifically request it. If you voted via the Internet or by telephone you may also change your vote with a timely and valid later Internet or telephone vote or by voting by ballot at the Annual Meeting.
Are there other matters to be voted on at the Annual Meeting?		The Board is not aware of any matters not set forth in this proxy statement that may come before the Annual Meeting. However, if other matters are properly brought before the Annual Meeting, it is intended that the persons named as the Proxy Committee in this proxy statement will vote as the Board directs.
What is the cost of solicitation?		The Company will bear the entire cost of soliciting the proxies, including the preparation, assembly, printing and mailing of this proxy statement. The Company has retained Broadridge Financial Solutions, Inc. to act as a proxy solicitor in conjunction with the Annual Meeting and has agreed to pay approximately $20,281, plus reasonable out-of-pocket expenses, to Broadridge Financial Solutions, Inc. for proxy solicitation services. In addition to solicitation by mail, the directors, officers and other employees of the Company may solicit proxies in person, by telephone, electronic communications or by other means without additional compensation.
Where can I find the voting results of the Annual Meeting?		The Company will announce preliminary voting results at the Annual Meeting. The Company will publish final voting results in a Current Report on Form 8-K to be filed with the SEC within four business days following the date of the Annual Meeting.

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PROPOSAL 1: ELECTION OF DIRECTORS

        The Company's business and affairs are managed under the direction of the Board. The Board consists of eleven directors divided into three classes of three or four directors who serve in staggered three-year terms. The Company believes that a staggered Board is the most effective way for the Board to be organized because it ensures greater certainty of continuity from year-to-year, which provides stability in organization and experience. As a result of the three classes, at each annual meeting of stockholders, three or four directors are elected for a three-year term, while the other directors do not have to stand for election as their term is not then expiring.

        At the 2015 Annual Meeting, three individuals are to be elected as Class I directors to hold a three-year term of office from the date of their election until the Company's 2018 annual meeting and until their successors are duly elected and qualified.

        The three nominees for election as Class I directors are Robert E. Creager, R. Stephen Stagner and William E. Watts, each of whom is currently a Class I director and each of whom has agreed to serve as a director if elected. The Board has determined that Mr. Creager qualifies as (i) an "outside director," as such term is used in Section 162(m) of the Internal Revenue Code of 1986, as amended, (ii) a "non-employee director," as such term is used in Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and (iii) an "independent director," as defined in Rule 5605(a)(2) of the NASDAQ Marketplace Rules (the "NASDAQ Rules") and Section 10A(m)(3) of the Exchange Act, as well as meets the heightened independence requirements under the NASDAQ Rules applicable to members of an audit committee and a compensation committee. The Board has determined that Mr. Watts qualifies as (i) an "outside director," as such term is used in Section 162(m) of the Internal Revenue Code of 1986, as amended, (ii) a "non-employee director," as such term is used in Rule 16b-3 under the Exchange Act, and (iii) an "independent director," as defined in Rule 5605(a)(2) of the NASDAQ Rules, as well as meets the heightened independence requirements under the NASDAQ Rules applicable to members of a compensation committee. The Board considered the transactions identified below under "Corporate Governance—Certain Relationships and Related Transactions" in determining the independence of each of Messrs. Creager and Watts and concluded that such transactions did not affect his independence. Mr. Stagner, as Chief Executive Officer of the Company, is not an independent director under the NASDAQ Rules.

        If a nominee for director is unable to serve as a director, the persons appointed as the Proxy Committee for the Annual Meeting may, at their discretion, vote for another person as director.

        See the section of this proxy statement entitled "Other Information—Security Ownership of Certain Beneficial Owners and Management" for information as to ownership of Company securities by nominees for director.

        As discussed under "Mattress Firm Holding Corp. Board—Committees of the Board—Nominating and Corporate Governance Committee", the Nominating and Corporate Governance Committee annually reviews the composition of the Board and the committees of the Board to ensure there is the proper combination of skill, expertise, competence, qualification and experience on the Board and that each committee is properly constituted to maximize its efficiency and effectiveness. In addition, the Nominating and Corporate Governance Committee also annually reviews the criteria that it and the Board consider important for the totality of the Board to possess as well as the overall effectiveness of the Board and each committee. To that end, the Nominating and Corporate Governance Committee seeks to populate the Board with a set of individuals that possess as many of such criteria as practical, realizing that it is merely aspirational to seek a Board where every member has every desirable skill, qualification, experience and attribute. Nevertheless, the Nominating and Corporate Governance Committee believes that it has assembled an exemplary group of leaders who possess the skills, qualifications, experience and attributes necessary to guide the Company to continued successes.

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        At a minimum, each director should possess the highest ethics and integrity, and demonstrate an unwavering commitment to representing your long-term interests. Each director should also have individual business experience and sound business judgment. The Board is also intended to encompass a range of talents, ages, skills, diversity and expertise sufficient to provide sound and prudent oversight with respect to the operations and interests of the business. All of the director nominees have experience in the oversight of companies as a result of their service on the Board and those of other companies and their involvement in the other organizations described below. This diverse and complementary set of skills, experience and backgrounds creates a highly qualified and independent Board.

        Set forth below you will find certain information for each of the nominees, which the Company believes evidences his qualifications to serve on the Board.

Nominees for Election as Class I Directors for a Term Ending 2018

        Robert E. Creager joined the Company as a Director in June 2014. Mr. Creager has over 40 years of public accounting and industry experience. He joined the Houston office of Pricewaterhouse Coopers LLP in 1980 and became Assurance Partner in 1982, a position he held until his retirement from practice in 2009. He served as Audit Practice Leader for the Houston office of Pricewaterhouse Coopers LLP from 2001 to 2007. Mr. Creager is a certified public accountant and serves as a director of USA Truck, Inc. (NASDAQ: USAK) and Houston International Insurance Group, Ltd. Since 2010, he has also acted as Director and Treasurer of the Texas Tri-Cities Chapter of the National Association of Corporate Directors and is a NACD Governance Fellow. Mr. Creager served on the board of directors of GeoMet, Inc. (OTC: GMET), a company engaged in the exploration for and the development and production of natural gas from coal seams, from 2011 until 2013. Mr. Creager's extensive financial experience and his corporate governance knowledge and insight, as well as his ability, as a Houston resident, to advise management locally, led to the conclusion that he should serve as a director of the Company.

        R. Stephen Stagner is the Chief Executive Officer of the Company. Mr. Stagner became the Company's Chief Operating Officer in January 2005 as a result of the merger between Mattress Firm and his former Mattress Firm franchise, Elite Management Team, or Elite. From February 2006 until his promotion in February 2010, Mr. Stagner served as the Company's Executive Vice President and Chief Operating Officer. He was promoted to President and Chief Executive Officer in February 2010 and has served as a Director of the Company since February 2010. In connection with the Company's acquisition of The Sleep Train, Inc. on October 20, 2014, Mr. Stagner became the Company's Chief Executive Officer. From 1996 to 2004, Mr. Stagner was the Chief Executive Officer of Elite. Mr. Stagner has 22 years of experience in the bedding industry, including employment with mattress manufacturers Sealy Corporation and Simmons Bedding Company, and owning and operating the largest franchise in the Mattress Firm network while with Elite. Mr. Stagner has also served in various capacities with the Mattress Firm Foundation, including as its President since January 2011 and director from January 2007 until December 2010. Since October 2009, Mr. Stagner has served as director of Rusche College of Business Advisory Council at Stephen F. Austin State University. Mr. Stagner also currently serves on the TGEN Advisory Board and the Board of Mattress Firm Foundation. Mr. Stagner's experience as the Company's Chief Executive Officer, and his former experience as Chief Operating Officer, coupled with his in-depth knowledge of the Company's industry, led to the conclusion that he should serve as a director of the Company.

        William E. Watts joined the Company as a Director in January 2007. Mr. Watts is also a Partner of J.W. Childs Associates, L.P. ("J.W. Childs"), which is a current stockholder of the Company (holding 40.3% of the Company's issued and outstanding shares of common stock as of April 1, 2015). Prior to joining J.W. Childs in 2001, Mr. Watts was President and Chief Executive Officer of General Nutrition Companies, Inc. from 1991 until 2001. Prior to being named President and Chief Executive Officer in

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1991, Mr. Watts held the positions of President and Chief Operating Officer of General Nutrition, President and Chief Operating Officer of General Nutrition Center, Senior Vice President of Retailing and Vice President of Retail Operations. Mr. Watts currently serves as Chairman of the board of Tile Shop Holdings, Inc. and Cycle Gear Inc., and was Chairman of the board of JA Apparel Corp. Additionally, Mr. Watts was a director of Brookstone, Inc., EmployBridge, Inc. and Fitness Quest, Inc. Mr. Watts' experience as a director of various companies, including Mattress Firm, as well as his experience as Chief Executive Officer of a company with a well-known brand, led to the conclusion that he should serve as a director of the Company.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THE
THREE NOMINEES FOR ELECTION TO THE BOARD AS CLASS I DIRECTORS.

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PROPOSAL 2: NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION

        The Company seeks your advisory vote on the compensation of the Company's named executive officers as described in the "Executive Compensation—Compensation Discussion and Analysis" section, tabular disclosure regarding such compensation and accompanying narrative disclosure set forth in this proxy statement. The Company asks that you support the compensation of its named executive officers as disclosed below. Your vote is advisory only, and therefore non-binding, but the Company can assure you that whatever the outcome of the vote, the Compensation Committee and your Board will review the results carefully and take the results into account in future compensation decisions.

        As described in greater detail in the "Executive Compensation—Compensation Discussion and Analysis" section, the Company's compensation program for its named executive officers was designed to attract and retain experienced and qualified executive officers, to incentivize them to achieve overall business results and individual performance goals and to support the Company's strategic objectives by aligning the interests of the Company's executive officers with those of the Company's stockholders through the use of operational and financial performance goals and equity-based compensation. The Compensation Committee believes the Company's executive compensation program reflects a strong pay-for-performance philosophy and is aligned with the stockholders' long-term interests.

        The Company believes that its programs are currently structured in the best manner possible to sustain its organizational and strategic goals.

        Stockholders are being asked to vote on the following resolution:

        RESOLVED: That the stockholders of the Company approve, on an advisory basis, the compensation of the Company's named executive officers, as described in the "Executive Compensation—Compensation Discussion and Analysis" section, the tabular disclosure regarding such compensation, and the accompanying narrative disclosure, set forth in the Company's 2015 Annual Stockholder Meeting proxy statement.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR THE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPANY'S COMPENSATION OF ITS NAMED EXECUTIVE OFFICERS, AS DESCRIBED IN THE "EXECUTIVE COMPENSATION—COMPENSATION DISCUSSION AND ANALYSIS" SECTION, THE TABULAR DISCLOSURE REGARDING SUCH COMPENSATION, AND THE ACCOMPANYING NARRATIVE DISCLOSURE, SET FORTH IN THIS PROXY STATEMENT.

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PROPOSAL 3: NON-BINDING ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION

        The Company would also like to seek your advisory input with regard to the frequency of future stockholder advisory votes on its executive compensation provided for in Proposal 2 above. The applicable rules allow the Company to ask you for your input on providing the Company with your advisory vote on its executive compensation every one, two or three years.

        Since the Company's initial public offering in 2011, say-on-pay votes by the stockholders of the Company have occurred every three years. The Board believed that this was appropriate in the early years of the Company's public status to allow management and the Board to focus on the Company's long-term business strategy and align executive compensation therewith. At this time, however, the Board has concluded that more frequent say-on-pay votes are appropriate as the Company has matured and management performance is evaluated and measured against overall Company performance on a more frequent basis. Therefore, the Board recommends that say-on-pay votes should be held every year.

        The Company will carefully review its executive compensation programs during the period between stockholder votes and review these programs against the marketplace to ensure that such programs are properly designed and implemented and delivering the appropriate value to the Company's named executive officers and you, the Company's stockholders. By receiving your feedback annually, the Company will have the benefit of your concurrent view of overall Company performance and the impact such performance should have on executive compensation.

        Because this proposal seeks the input of the Company's stockholders and provides the stockholders with the option to vote to hold a say-on-pay vote once every one, two or three years, there is no minimum vote requirement for this proposal. Although the Board recommends holding a say-on-pay vote once every year, you have the option to specify one of four choices for this proposal on the proxy card: one year, two years, three years or abstain. You are not voting to approve or disapprove of the Board's recommendation.

        Stockholders are being asked to vote on the following resolution:

        RESOLVED: That the option of once every one, two or three years that receives the highest number of votes properly cast for this resolution will be determined to be the preferred frequency recommended by the stockholders of the Company at which the Company is to hold a non-binding, advisory stockholder vote to approve the compensation of the Company's named executive officers in accordance with Section 14A of the Securities Exchange Act of 1934, as amended.

THE BOARD RECOMMENDS A VOTE, ON AN ADVISORY BASIS, FOR A FREQUENCY OF "ONE YEAR" FOR FUTURE NON-BINDING ADVISORY VOTES ON COMPENSATION FOR THE COMPANY'S NAMED EXECUTIVE OFFICERS.

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PROPOSAL 4: RATIFICATION OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTANTS FOR FISCAL YEAR 2015

        The Audit Committee of the Board (the "Audit Committee") has appointed Deloitte & Touche LLP to serve as the Company's independent registered public accountants for fiscal year 2015. The Audit Committee and the Board seek to have the stockholders ratify the Audit Committee's appointment. The Company expects representatives of Deloitte & Touche LLP will be present at the Annual Meeting and will have the opportunity to make a statement, if they desire to do so, and to respond to appropriate questions. If the appointment of Deloitte & Touche LLP is not ratified by the stockholders, the Audit Committee may appoint another independent registered public accounting firm or may decide to maintain its appointment of Deloitte & Touche LLP.

THE BOARD RECOMMENDS YOU VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR FISCAL YEAR 2015.

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MATTRESS FIRM HOLDING CORP. BOARD

        In the fiscal year ended February 3, 2015 ("fiscal year 2014"), the Board held ten meetings. Each of the directors attended more than seventy-five percent of the meetings of the Board and committees on which he was a member. The Company does not have a formal policy regarding director attendance at the annual meeting of stockholders of the Company; however, all directors attended the 2014 annual meeting. Each director whom is up for election at the Company's 2015 annual meeting or whom has a term that continues after such annual meeting is expected to attend the 2015 annual meeting.

        The Company is committed to ensuring that the views of stockholders are heard by the Board or individual directors, as applicable, and that appropriate responses are provided to stockholders in a timely manner. Stockholders may communicate with any of the directors by sending a letter to the director, c/o Secretary, Mattress Firm Holding Corp., 5815 Gulf Freeway, Houston, Texas 77023. All such letters will be promptly forwarded to the respective director by the Secretary.

Leadership of the Board

        The Board is responsible for the oversight of the Company's overall strategy and operations. The Board is committed to objective oversight of the Company's management, especially through its independent leadership and committee membership.

        The Company does not have a fixed policy regarding the separation of the offices of Chairman of the Board and Chief Executive Officer and believes that it should maintain the flexibility to select the Chairman of the Board and its Board leadership structure, from time to time, based on the criteria that it deems to be in the best interests of the Company and its stockholders. Currently, the roles of Chief Executive Officer and Chairman of the Board are separate. The Chief Executive Officer is responsible for the general management, oversight, leadership, supervision and control of the day-to-day business and affairs of the Company, and ensures that all directions of the Board are carried into effect. The Chairman is charged with presiding over all meetings of the Board and the Company's stockholders, and providing advice and counsel to the Chief Executive Officer and other Company officers regarding the Company's business and operations.

The Board's Role in Risk Oversight

        The role of the Board in managing risk at the Company is to have ultimate oversight for the risk management process. Management has day-to-day responsibility for the identification and control of risk facing the Company including timely identifying, monitoring, mitigating and managing those risks that could have a material effect on the Company. Further, management has the responsibility to report these risks as they arise to the Board and its committees and the Company's auditors, including through an annual risk assessment presentation to the Board. The Board has delegated certain risk assessment responsibilities to the Audit Committee, its compensation committee (the "Compensation Committee") and its nominating and corporate governance committee (the "Nominating and Corporate Governance Committee"). In particular, the Audit Committee focuses on financial risk, including internal controls covering the safeguarding of assets and the accuracy and completeness of financial reporting. The Compensation Committee sets compensation programs for management to ensure that compensation decisions both represent sound fiscal policy as well as enables the Company to attract, retain and motivate qualified personnel. The Nominating and Corporate Governance Committee oversees the annual Board self-evaluation and director nomination process in order to ensure a diverse and well balanced Board, and it reviews and recommends corporate governance principles applicable to the Company's executive officers. These committees meet regularly and report their findings to the Board throughout the year.

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Committees of the Board; Director Independence

        The Board has a complex set of duties and responsibilities, both practically and as provided under Delaware law, rules and regulations promulgated by the SEC and NASDAQ, the Company's Amended and Restated Certificate of Incorporation and the Company's Amended and Restated Bylaws. However, to govern a modern corporation, there are numerous activities that must be performed and that are more effectively and efficiently performed by smaller groups of people. To do this, Delaware law gives the Board the authority to establish "committees" of the Board to take on directed duties. Moreover, various regulatory bodies with jurisdiction over the Company mandate certain committees and other various applicable laws give the Board the latitude to satisfy some of its duties and responsibilities through these committees.

        To this end, the Board has established three committees: the Audit Committee; the Compensation Committee; and the Nominating and Corporate Governance Committee. Each committee operates under a charter approved by the Board. Copies of each committee's charter are posted on the Corporate Governance section of the Investor Relations section of the Company's website, http://www.mattressfirm.com. The membership, principal duties and responsibilities of each committee are set forth below.

        The Board has determined that each of the directors, other than Mr. Stagner and Dale R. Carlsen, qualifies as (i) an "outside director," as such term is used in Section 162(m) of the Internal Revenue Code of 1986, as amended, (ii) a "non-employee director," as such term is used in Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and (iii) an "independent director," as defined in Rule 5605(a)(2) of the NASDAQ Rules and Section 10A(m)(3) of the Exchange Act. The Board has further determined that Mr. Creager, Ronald J. Mittelstaedt and Joseph M. Fortunato, who constitute the Audit Committee, also meet the heightened independence standards applicable to audit committee members under the NASDAQ Rules. Although the Board previously determined that Charles R. Eitel, formerly a member of the Audit Committee, also met the heightened independence standards applicable to audit committee members under the NASDAQ Rules, on March 20, 2015, Mr. Eitel became an affiliated person of the Company and, as of such date, no longer satisfied the heightened requirements. Concurrently with Mr. Eitel's removal from his position on the Audit Committee, the Board appointed Mr. Mittelstaedt to the Audit Committee. The Board also determined that each member of the Compensation Committee meets the heightened independence requirements under the NASDAQ Rules applicable to members of a compensation committee.

        The membership of the Committees, as of April 10, 2015, is set forth below:

Name		Audit Committee		Compensation Committee		Nominating and Corporate Governance Committee
Robert E. Creager		Chair(1)				X
Charles R. Eitel		(1)(2)				Chair
David A. Fiorentino				X		X
Joseph M. Fortunato		X(1)
Ronald J. Mittelstaedt		X(1)(2)		X
Adam L. Suttin				X
Frederick C. Tinsey III						X
William E. Watts				Chair		X

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(1)

The Board has determined that each of Messrs. Creager, Fortunato, Mittelstaedt and Eitel is an "audit committee financial expert" as defined in applicable SEC rules, that each has the requisite financial sophistication required under the applicable NASDAQ Rules and that each is an "independent director," as defined in Rule 5605(a)(2) of the

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NASDAQ Rules and Section 10A(m)(3) of the Exchange Act, as well as meets the heightened independence requirements under the NASDAQ Rules applicable to members of an audit committee. However, on March 20, 2015, Mr. Eitel became an affiliated person of the Company and, as of such date, no longer satisfied the heightened independence standards applicable to audit committee members under the NASDAQ Rules.

(2)

On March 20, 2015, Mr. Eitel assumed the role of chief executive officer at WS Packaging Group, Inc., a J.W. Childs portfolio company. Mr. Eitel was removed from his position on the Audit Committee as of such date, and Mr. Mittelstaedt was appointed on the same date to fill the vacancy created on the Audit Committee by Mr. Eitel's removal on an interim basis.

Audit Committee

        The committee's charter provides that the principal duties and responsibilities of the Audit Committee include:

•

appointing, compensating, retaining and overseeing the work of any registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services and reviewing and appraising the audit efforts of the Company's independent registered public accounting firm;



•

establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters;



•

engaging independent counsel and other advisers, as necessary;



•

reviewing and pre-approving various services provided by accountants retained by the committee;



•

serving as an independent and objective party to oversee the Company's internal controls and procedures system;



•

providing an open avenue of communication among the independent registered public accounting firm, financial and senior management and the Board; and



•

overseeing any other such matters as the Board shall deem appropriate from time to time.

        In addition, all audit and non-audit services, other than de minimis non-audit services, provided by the Company's independent registered public accounting firm must be approved in advance by the Audit Committee. In fiscal year 2014, the Audit Committee held five meetings.

        Additional information regarding the Audit Committee and the Company's independent registered public accounting firm is disclosed under the heading "Audit Committee Matters—Independent Registered Public Accounting Firm" and "Audit Committee Matters—Audit Committee Report" elsewhere in this proxy statement.

Compensation Committee

        The committee's charter provides that the principal duties and responsibilities of the Compensation Committee include:

•

reviewing and approving corporate and individual goals and objectives relevant to executive officer compensation and evaluating the performance of executive officers in light of the goals and objectives;



•

reviewing and approving executive officer compensation;



•

reviewing and approving the chief executive officer's compensation based upon the compensation committee's evaluation of the chief executive officer's performance;

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•

making recommendations to the Board regarding the adoption of new incentive compensation and equity-based plans and administering the Company's existing incentive compensation and equity-based plans;



•

making recommendations to the Board regarding compensation of the board members and its committee members;



•

reviewing and discussing with management the compensation discussion and analysis to be included in the Company's filings with the SEC and preparing an annual compensation committee report for inclusion in the Company's annual proxy statement;



•

reviewing and approving generally any significant non-executive compensation and benefits plans;



•

reviewing the Company's significant policies, practices and procedures concerning human resource-related matters; and



•

overseeing any other such matters as the Board shall deem appropriate from time to time.

        In fiscal year 2014, the Compensation Committee met five times. The Compensation Committee may delegate any of its responsibilities to a subcommittee comprised of committee members, but has not exercised this authority.

Nominating and Corporate Governance Committee

        The committee's charter provides that the principal duties and responsibilities of the Nominating and Corporate Governance Committee include:

•

recruiting and retention of qualified persons to serve on the Board;



•

proposing such individuals to the Board for nomination for election as directors;



•

evaluating the performance, size and composition of the Board;



•

compliance activities; and



•

overseeing any other such matters as the Board shall deem appropriate from time to time.

        In fiscal year 2014, the Nominating and Corporate Governance Committee met five times.

        The Nominating and Corporate Governance Committee is responsible for reviewing with the entire Board from time to time the appropriate skills and characteristics required of Board members in the context of the current make-up of the Board. The Board believes that directors should bring to the Company a variety of perspectives and skills that are derived from high quality business and professional experience and that are aligned with the Company's strategic objectives. Although the Company does not have a formal policy considering diversity in indentifying nominees for director, the Board and the Nominating and Corporate Governance Committee generally consider an array of factors, including all aspects of diversity. Other factors considered by the Board and the Nominating and Corporate Governance Committee include, without limitation, an individual's personal and professional ethics, integrity, business sense, interest in the Company and commitment to representing the long-term interests of the Company's stockholders. The Nominating and Corporate Governance Committee has not established specific minimum age, education, experience or skill requirements for potential directors. The composition of the Board should at all times adhere to the standards of independence promulgated by applicable NASDAQ and SEC rules. The Company also requires that directors be able to attend all board and applicable committee meetings. In this respect, directors are expected to advise the Nominating and Corporate Governance Committee in advance of accepting any other public company directorship.

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        The Nominating and Corporate Governance Committee identifies nominees for election to the Board by first evaluating the current members of the Board willing to continue in service. Current members of the Board with skills and experience that are relevant to the Company's business and who are willing to continue in service are considered for re-nomination, balancing the value of continuity of service by existing members of the Board with that of obtaining a new perspective. If any member of the Board does not wish to continue in service or if the Nominating and Corporate Governance Committee or the Board decides not to nominate a member for re-election, the Nominating and Corporate Governance Committee will identify the desired skills and experience of a new nominee in light of the criteria above. Current members of the Nominating and Corporate Governance Committee and Board may be consulted for suggestions as to individuals meeting the criteria above. Research may also be performed to identify qualified individuals.

CORPORATE GOVERNANCE

Code of Business Conduct and Ethics

        The Company has adopted a written code of business conduct and ethics that applies to the Company's directors, officers, employees and certain other persons, including the Company's principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. The current version of the code is posted on the Corporate Governance section of the Investor Relations section of the Company's website, http://www.mattressfirm.com. The Company's website is included in this proxy statement as a textual reference only and the information in the website is not incorporated by reference into this proxy statement.

Certain Relationships and Related Transactions

        The Board has adopted written policies and procedures for the review, approval or ratification of any transaction, arrangement or relationship in which the Company is a participant, the amount involved exceeds $120,000 and one of the Company's executive officers, directors, director nominees, 5% stockholders (or their immediate family or household members) or any firm, corporation or other entity in which any of the foregoing persons has a position or relationship (or, together with his or her immediate family members, a 10% or greater beneficial ownership interest) (each, a "Related Person") has a direct or indirect material interest.

        If a Related Person proposes to enter into such a transaction, arrangement or relationship (a "Related Person Transaction"), the Related Person must report the proposed transaction to the Company's Compliance Officer. If the Compliance Officer determines that the proposed transaction is a Related Person Transaction, it shall be submitted to the Audit Committee for consideration. The policy also permits the chair of the Audit Committee to review and, if deemed appropriate, approve proposed Related Person Transactions that arise between Audit Committee meetings.

        In the event the Company becomes aware of a Related Person Transaction that has not been previously approved or previously ratified under this policy, such ongoing or pending transactions will be submitted to the Audit Committee or the chair of the Audit Committee promptly. Based on the conclusions reached, the Audit Committee or the chair will evaluate all options, including ratification, amendment or termination. If the transaction is completed, the Audit Committee or the chair will determine if rescission of the transaction and/or any disciplinary action is appropriate, and will ask the Compliance Officer to evaluate the Company's controls and procedures to determine the reason the transaction was not submitted for prior approval.

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        A Related Person Transaction reviewed under the policy will be considered approved or ratified if it is authorized by the Audit Committee after full disclosure of the Related Person's interest in the transaction. As appropriate for the circumstances, the Audit Committee will review and consider:

•

the benefits to the Company;



•

the impact on a director's independence in the event the related person is a director, an immediate family member of a director or an entity in which a director has a position or relationship;



•

the availability of other sources for comparable products or services;



•

the terms of the transaction; and



•

the terms available to unrelated third parties or to employees generally.

        The Audit Committee may approve or ratify a Related Person Transaction only if the Audit Committee determines that, under all of the circumstances, the transaction is in, or is not inconsistent with, the Company's best interests. The Audit Committee may impose any conditions on the Related Person Transaction that it deems appropriate.

Registration Rights Agreement

        In connection with the Company's initial public offering (the "IPO") in November 2011, certain indirect holders of the Company's equity immediately prior to the IPO became party to a registration rights agreement with the Company. Pursuant to the agreement, J.W. Childs, which indirectly owns an aggregate of 14,176,057 shares of the Company's common stock as of April 1, 2015, has a right to require the Company to register its shares under the Securities Act of 1933, as amended (the "Securities Act"). In addition, certain other holders of the remaining shares of the Company's outstanding common stock immediately prior to the IPO who became party to the registration rights agreement, including certain executive officers, are entitled to include their shares of common stock in any such registrations, subject to the ability of the underwriters to limit the number of shares included under certain circumstances. The Company is obligated to pay all fees, costs and expenses of any such registration, other than underwriting discounts and commissions.

Acquisition of The Sleep Train, Inc.

        On October 20, 2014, the Company indirectly acquired all of the outstanding shares of The Sleep Train, Inc., a California corporation and former competitor of the Company ("Sleep Train"), for a total purchase price of $425 million, subject to customary post-closing adjustments. In connection with the acquisition, Dale Carlsen, who beneficially owned 58.37% of the outstanding shares of Sleep Train prior to the transaction, became the Company's President and Chief Strategy Officer, and Robert Killgore, who beneficially owned 3% of the outstanding shares of Sleep Train prior to the transaction, became the Company's Co-Chief Operating Officer. Additionally, as partial consideration for the purchase of their shares of Sleep Train, the stockholders of Sleep Train received an aggregate of 745,147 shares of the Company's common stock.

Corporate Office Leases—Rocklin, California

        In December 15, 2010 and January 1, 2012, Sleep Train entered into commercial lease agreements for office buildings located at 2205 Plaza Drive, Rocklin, CA and 2204 Plaza Drive, Rocklin, CA, respectively. The landlord of both properties is Cabernet Sunsets, LLC, a California limited liability company of which Mr. Carlsen beneficially owns approximately 55.5%. The leases, the terms of which were entered into several years prior to the consummation of the Sleep Train acquisition by the Company, have ten year terms and minimum monthly rent obligations that are marginally above

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current market rates. Annual minimum rent for fiscal year 2014 was $485,197.80, in the aggregate, for both leases. Of this amount, Mr. Carlsen held an interest in approximately $269,284.78, on a gross profits basis. As these commercial lease agreements were ongoing related party transactions at the time of the Sleep Train acquisition, the Audit Committee reviewed the terms of the transactions and determined that such are not inconsistent with the Company's best interests to an extent requiring termination of the leases.

Other Relationships

        Investment funds associated with J.W. Childs indirectly own 40.3% of the Company's outstanding common stock as of April 1, 2015. Although J.W. Childs does not directly or indirectly own shares of common stock representing more than 50% of the voting power of the Company's common stock, J.W. Childs could exercise a significant influence over the Company's business and affairs, including any determinations with respect to mergers or other business combinations, the acquisition or disposition of assets, the incurrence of indebtedness, the issuance of any additional common stock or other equity securities, the repurchase or redemption of common stock and the payment of dividends. Similarly, these investment funds associated with J.W. Childs may be able to determine matters requiring stockholder approval.

        J.W. Childs and its affiliates are not subject to any contractual obligations to retain their interest. There can be no assurance as to the period of time during which J.W. Childs will maintain its ownership of the Company's common stock.

        Mr. Carlsen, President and Chief Strategy Officer of the Company, holds a minority interest in a limited liability company that holds a minority ownership interest, of less than 5%, in the Sacramento Kings National Basketball Association team. The Company's subsidiary, The Sleep Train, Inc., has a sponsorship agreement with the Sacramento Kings, which includes naming rights to the basketball arena in which the team plays.

Procedures for Stockholders to Recommend Director Nominees

        The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders in accordance with the Company's Amended and Restated Bylaws. In order to recommend a candidate, a stockholder must notify the Company's Secretary in writing at Secretary, Mattress Firm Holding Corp., 5815 Gulf Freeway, Houston, Texas 77023.

        For a stockholder's recommendation to be considered for the 2016 Annual Meeting of Stockholders, a stockholder's notice must be delivered by a date that is not less than 90 or more than 120 days prior to May 27, 2016. However, if the date of the 2016 Annual Meeting is more than 30 days before or after, May 27, 2016, notice by the stockholder must be delivered on or before the close of business on the 15^th day after the day on which we first publicly announce the date of the 2016 Annual Meeting. Any notice to the Secretary must include the following:

•

as to each candidate that the stockholder proposes for election or reelection as a director:



•

all information relating to such candidate that would be required to be disclosed in solicitations of proxies for the election of such candidate as a director pursuant to Regulation 14A under the Exchange Act;



•

such candidate's written consent to serve as a director if elected; and



•

a description of all direct and indirect compensation and other material monetary arrangements, agreements or understandings during the past three years, and any other material relationship, if any, between or concerning such stockholder and its respective

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affiliates or associates, or others with whom they are acting in concert, on the one hand, and the candidate, and his or her respective affiliates or associates, on the other hand.

•

as to the stockholder:



•

the name and address of the stockholder and any other stockholder or affiliate on whose behalf the nomination is made;



•

the class (and, if applicable, series) and number of shares of stock of the Company that are, directly or indirectly, owned beneficially or of record by the stockholder and any other stockholder or affiliate on whose behalf the nomination is made;



•

a description of any option, warrant, convertible security, stock appreciation right or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class (or, if applicable, series) of shares of stock of the Company or with a value derived in whole or in part from the value of any class (or, if applicable, series) of shares of stock of the Company, whether or not such instrument or right shall be subject to settlement in the underlying class or series of capital stock of the Company or otherwise (each, a "Derivative Instrument") directly or indirectly owned beneficially or of record by such stockholder, and any other stockholder or affiliate on whose behalf the nomination is made, and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of stock of the Company of the stockholder, or any other stockholder or affiliate on whose behalf the nomination is made;



•

any proxy, contract, arrangement, understanding or relationship pursuant to which such stockholder, and any other stockholder or affiliate on whose behalf the nomination is made, has a right to vote any securities of the Company;



•

any proportionate interest in shares of the Company or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such stockholder, and any other stockholder or affiliate on whose behalf the nomination is made, is a general partner or beneficially owns an interest in a general partner,



•

any performance-related fees (other than an asset-based fee) that such stockholder, and any other stockholder or affiliate on whose behalf the nomination is made, is entitled to based on any increase or decrease in the value of the shares of stock of the Company or Derivative Instruments;



•

any other information relating to such stockholder, and any other stockholder or affiliate on whose behalf the nomination is made, if any, required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies for the election of directors in an election contest pursuant to and in accordance with Section 14(a) of the Exchange Act;



•

a representation that the stockholder is a holder of record of the Company entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such nomination; and



•

whether the stockholder intends to deliver a proxy statement and form of proxy to holders of a sufficient number of holders of the Company's voting shares reasonably believed by such stockholder to be sufficient to elect such nominee or nominees.

        In addition, any nominee proposed by a stockholder shall complete a questionnaire, in a form provided by the Company, within 10 days of receipt of the form of questionnaire from the Company.

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Compensation Committee Interlocks and Insider Participation

        The members of the Compensation Committee during fiscal year 2014 were as set forth above under "Mattress Firm Holding Corp. Board—Committees of the Board." During fiscal year 2014, there were no compensation committee interlocks between the Company and any other entity involving the Company's or such entity's executive officers or board members.

Directors Continuing in Office

Class II Directors—Term Ending 2016

        Charles R. Eitel joined the Company as a Director in January 2012 and currently serves as chairman of the Company's Nominating and Corporate Governance Committee. Mr. Eitel also served on the Company's Audit Committee until March 20, 2015. Effective March 20, 2015, Mr. Eitel became the chief executive officer of WS Packaging Group, Inc., a J.W. Childs portfolio company that manufactures pressure sensitive labels for the food, beverage, personal care, household, commercial, promotional, industrial, direct mail, and pharmaceutical markets. Mr. Eitel co-founded Eitel & Armstrong in December 2009, a consulting practice that provides hands-on operating and financial guidance to middle market companies and in which, until March 2014, Mr. Eitel held an ownership interest. Mr. Eitel is also a partner at E&A Advisors, which provides financial advice to middle market companies on capital formation, acquisitions, divestures, restructurings and private placements. Prior to forming Eitel & Armstrong, Mr. Eitel served as Chairman and Chief Executive Officer of Simmons Bedding Company, a mattress manufacturer, from January 2000 until September 2008. In November 2009, Simmons Bedding Company filed for Chapter 11 bankruptcy, which culminated with its sale in January 2010. Mr. Eitel currently serves on the board of directors of Duke Realty Corporation and American Fidelity Assurance Corporation. Mr. Eitel's extensive experience in the Company's industry as well as his experience as a director of various companies led to the conclusion that he should serve as a director of the Company.

        David A. Fiorentino joined the Company as a Director in August 2007 and is currently a member of the Compensation Committee and the Nominating and Corporate Governance Committee. Mr. Fiorentino was a member of the Audit Committee until his resignation from the committee in October 2012. Mr. Fiorentino is a Partner at J.W. Childs, which is one of the Company's principal stockholders. Prior to arriving at J.W. Childs in July 2000, Mr. Fiorentino worked in the investment banking division of Morgan Stanley. He is currently a director of WS Packaging Group, Inc., and previously served as a director of a number of other companies, including CHG Healthcare Services, Inc., Fitness Quest, Inc. and JA Apparel Corp. Mr. Fiorentino's financial industry background as well as his experience as a Partner at J.W. Childs and as a director of various companies, including Mattress Firm, led to the conclusion that he should serve as a director of the Company.

        Ronald J. Mittelstaedt joined the Company as a Director on October 20, 2014 in connection with the consummation of the Company's acquisition of Sleep Train and is currently a member of the Compensation Committee and the Audit Committee. Mr. Mittelstaedt has been the chief executive officer of Waste Connections, Inc. (NYSE: WCN), an integrated solid waste services company that provides waste collection, transfer, disposal and recycling services in mostly exclusive and secondary markets, since the company's formation in 1997 and has served as chairman of the board of Waste Connections, Inc. since January 1998. Mr. Mittelstaedt also serves as a director and compensation committee member of Skywest Airlines (NASDAQ: SKYW). Mr. Mittelstaedt's extensive public company experience and entrepreneurial background led to the conclusion that he should serve as a director of the Company.

        Frederick C. Tinsey III joined the Company as a Director in August 2007 and is a certified public accountant with a degree in Accounting and Finance. Until March 31, 2014, Mr. Tinsey served as chairman of the Audit Committee of the Company. On March 31, 2014, Mr. Tinsey assumed the role

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of chief executive officer at WS Packaging Group, Inc. and held that role until March 16, 2015. Mr. Tinsey is the owner of Tinsey Financial Consulting, at which he has served since 2003, and he has served on the board and audit committees of various privately held companies, including Murray's Discount Auto Stores, WS Packaging Group, Inc. and IDQ Holdings. Mr. Tinsey was at PricewaterhouseCoopers LLP from 1973 until 1993 and served as the co-head of its national retail practice from 1991 to 1993, engaging with various private and public retail clients. From 1994 through 2003, Mr. Tinsey served as the President and Chief Financial Officer of Murray's Discount Auto Stores. His experience as a certified public accountant, coupled with his experience as an officer or director of various companies, including Mattress Firm, led to the conclusion that he should serve as a director of the Company.

Class III Directors—Term Ending 2017

        Dale R. Carlsen became the Company's President and Chief Strategy Officer on October 20, 2014, in connection with the consummation of the Company's acquisition of Sleep Train. Mr. Carlsen founded Sleep Train in 1985 and served as its chief executive officer since the company's formation. Mr. Carlsen entered the industry in 1980, while still in college, working for California Mattress Company, a Lady Americana manufacturer. He also serves as a director of Ticket to Dream Foundation, a public charitable foundation supporting foster children and other charitable causes. Mr. Carlsen's experience as the Company's President and Chief Strategy Officer, and his former experience as chief executive officer of The Sleep Train, Inc., coupled with his in-depth knowledge of the Company's industry, led to the conclusion that he should serve as a director of the Company

        John W. Childs joined the Company as a Director in August 2007. Mr. Childs has been Chairman and Chief Executive Officer of J.W. Childs, one of the Company's principal stockholders, since 1995. From 1991 to 1995, Mr. Childs was Senior Managing Director of Thomas H. Lee Partners and from 1987 to 1990 was a Managing Director of Thomas H. Lee Partners. Prior to 1987, Mr. Childs was associated with the Prudential Insurance Company of America ("Prudential") for 17 years where he held various executive positions in the investment area, ultimately serving as Senior Managing Director in charge of the Capital Markets Group at which time he was responsible for Prudential's approximately $77 billion fixed income portfolio, including all the Capital Markets Group's investments in leveraged acquisitions. He is currently a director and chairman of the board of Sunny Delight Beverages Co., and serves as a director of Esselte Ltd., WS Packaging Group, Inc., and Simcom, Inc. He was previously a director at Advantage Sales and Marketing, Inc. and CHG Healthcare Services, Inc. Mr. Childs's experience serving as a director of various companies, including his experience with Mattress Firm, and his expertise in private equity led to the conclusion that he should serve as a director of the Company.

        Joseph M. Fortunato joined the Company as a Director in October 2012. Mr. Fortunato served as the Chairman, President and Chief Executive Officer of General Nutrition Centers, Inc. (NYSE: GNC) from November 2005 until August 6, 2014, when he resigned from the Company. Mr. Fortunato became a member of the GNC board of directors in March 2007. Mr. Fortunato served as Senior Executive Vice President and Chief Operating Officer of GNC from June 2005 until November 2005. Beginning in November 2001 until June 2005, Mr. Fortunato served as Executive Vice President and Chief Operating Officer of General Nutrition Companies, Inc. From October 2000 until November 2001, he served as its Executive Vice President of Retail Operations and Store Development. Mr. Fortunato began his employment with General Nutrition Companies, Inc. in October 1990 and has held various positions, including Senior Vice President of Financial Operations from 1997 to 1998, and Director of Financial Operations from 1990 to 1997. In addition to serving on the board of directors of GNC and the Company, Mr. Fortunato currently serves on the board of directors of Sprout Farmers Markets, LLC, a specialty grocery chain, and on the board of directors of Cycle Gear, a retailer of motorcycle parts and apparel. He also serves as a consultant to Cycle Gear. Mr. Fortunato's years of

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experience with a publicly-traded retail company, both as a director and a member of management, and his perspective of day-to-day operations in the retail industry led to the conclusion that he should serve as a director of the Company.

        Adam L. Suttin joined the Company as a Director in August 2007 and was a member of the Audit Committee until his resignation from the committee in February 2012. Mr. Suttin is also a Partner of one of the Company's principal stockholders, J.W. Childs, which he co-founded in July 1995. Previously, Mr. Suttin was an Associate at Thomas H. Lee Partners, where he was employed from 1989 until 1995. Mr. Suttin is currently a director of Kosta Browne Winery, LLC, The Nutrasweet Company, Sunny Delight Beverages Co., The Tile Shop and Esselte Ltd., and, among other companies, was a director of Brookstone, Inc., JA Apparel Corp. and Advantage Sales and Marketing, Inc. Mr. Suttin's experience as a co-founder of J.W. Childs, coupled with his experience as a director of various companies, including Mattress Firm, led to the conclusion that Mr. Suttin should serve as a director of the Company.

        Below you will find a tabular summary of the entire Board, their ages as of April 1, 2015, the year they were each elected and the year in which their term ends.

Name		Position(s) with the Company		Age			Company Director Since			Term Ending
Class I
R. Stephen Stagner		Chief Executive Officer and Director			46			2010			2018	(1)
William E. Watts		Director, Chairman of the Board			62			2007			2018	(1)
Robert E. Creager		Director			66			2014			2018	(1)
Class II
Charles R. Eitel		Director			65			2012			2016
David A. Fiorentino		Director			38			2007			2016
Ronald J. Mittelstaedt		Director			51			2014			2016
Frederick C. Tinsey III		Director			63			2007			2016
Class III
Dale R. Carlsen		President, Chief Strategy Officer and Director			53			2014			2017
John W. Childs		Director			73			2007			2017
Joseph M. Fortunato		Director			62			2012			2017
Adam L. Suttin		Director			47			2007			2017

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(1)

If elected at the Annual Meeting.

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EXECUTIVE COMPENSATION

Executive Officers of the Company

        The following table sets forth the names of the executive officers of the Company, their positions and ages as of April 1, 2015:

Name		Age			Position
R. Stephen Stagner			46		Chief Executive Officer and Director
Dale R. Carlsen			53		President, Chief Strategy Officer and Director
Alexander S. Weiss			32		Chief Financial Officer
Kenneth E. Murphy III			39		Co-Chief Operating Officer
Robert D. Killgore			47		Co-Chief Operating Officer
Karrie Forbes			39		Chief Business Officer
Michael Wilson			55		Chief Marketing Officer
Kindel L. Elam			35		General Counsel and Secretary
Samuel A. Woods			43		Senior Vice President, Sales and Operations
Bruce Levy			57		Senior Vice President, Real Estate Development
Cathy Hauslein			52		Senior Vice President and Chief Accounting Officer
Brian Baxter			46		Senior Vice President, Merchandising
Matthew Forbes			41		Senior Vice President, Logistics & Distribution

        Alexander S. Weiss became the Company's Chief Financial Officer in July 2014. He previously served as the Company's Senior Vice President, Finance from April 2013 until July 2014, focusing on forecasting, budgeting, corporate strategy, investor relations and mergers and acquisitions. From September 2008 to April 2013, Mr. Weiss served as Associate and then as Investment Banking Vice President of Barclays Bank PLC. From July 2004 to September 2008, Mr. Weiss was an Analyst and then Associate at Lehman Brothers Inc., where he served on the Investment Banking Global Advisory Committee. Mr. Weiss has experience in a wide range of investment banking disciplines, including mergers and acquisitions, debt and equity offerings, strategic analysis and corporate advisory, with a focus on the bedding sector. Mr. Weiss is married to Ruyin Xue, an employee of the Company working on business development matters.

        Kenneth E. Murphy III is the Company's Co-Chief Operating Officer. He served as the Company's Chief Operating Officer until October 20, 2014, when the acquisition of Sleep Train was consummated. Mr. Murphy previously served as the Company's Executive Vice President, Sales and Operations from January 15, 2012 until January 2014, after holding various positions within Mattress Firm since 2005, including National Vice President of Sales, Director of Training and Recruiting, Vice President of Field and Talent Management and Regional Vice President of Sales. From 2003 to 2005, Mr. Murphy was as an account manager at Sealy. Mr. Murphy is also currently serving on the Stephen F. Austin University General Business Advisory Board.

        Robert D. Killgore became the Company's Co-Chief Operating Officer on October 20, 2014, in connection with the Company's acquisition of Sleep Train. Mr. Killgore joined Sleep Train in 1986. He served as the company's executive vice president of sales and marketing until 2011, when he assumed the role of chief operating officer.

        Karrie Forbes currently serves as the Company's Chief Business Officer. She held the position of Chief Marekting Officer from November 2014 until February 2015. She was the Company's Executive Vice President, Marketing from April 3, 2013 until November 2014. Since January 15, 2012, she had served as the Company's Executive Vice President, Marketing and Merchandising. Prior to this appointment, she served as the Company's Vice President of Marketing for four years. Ms. Forbes is responsible for the strategic direction of the marketing, advertising and communication functions of the Company. Ms. Forbes joined a Mattress Firm franchise in 1997 and held positions of increasing

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responsibility in sales, customer service, recruiting, training and advertising through 2005, when she joined Mattress Firm as Director of Merchandising. Ms. Forbes also serves on the advisory board with the Better Sleep Council. Ms. Forbes is married to Matthew Forbes, the Company's Senior Vice President, Logistics & Distribution.

        Michael Wilson became the Company's Chief Marketing Officer effective February 4, 2015. Mr. Wilson joined Sleep Train in 2007 as its Vice President of Marketing. He was promoted to Executive Vice President of Marketing for Sleep Train in November 2013 and remained in that position until November 25, 2014 when he was elected Senior Vice President, Marketing of the Company. Prior to that, Mr. Wilson served as Field Marketing Director for Coors Brewing Company from February 1998 to April 2007, overseeing the West Region. Mr. Wilson also currently serves as a board member of the Ticket to Dream Foundation, a public charitable foundation supporting foster children and other charitable causes.

        Kindel L. Elam currently serves as the Company's General Counsel and Secretary. She joined Mattress Firm in July 2012 as Vice President and General Counsel, responsible for providing guidance on legal compliance and risk. She was promoted to Executive Vice President and General Counsel effective January 29, 2014. From 2004 to 2012, Ms. Elam worked at Fulbright & Jaworski L.L.P. where she served as Senior Associate for the last two years. During that time period, Ms. Elam spent one year on secondment in Tokyo, Japan with Mitsui & Co., Ltd., a Japanese trading company traded on the Tokyo Stock Exchange. Ms. Elam has experience in a wide range of legal activities, including mergers and acquisitions, public and private securities transactions and finance.

        Samuel A. Woods was promoted to Senior Vice President, Sales and Operations effective January 29, 2014. Mr. Woods joined Mattress Firm in 1997 and has held several positions, including District Manager in multiple markets from 2000-2006, Regional Manager overseeing the East and Southwest regions from 2007-2010. He was promoted to Regional Vice President—Southwest, Gulf Coast in February 2010 and held that position until becoming Divisional Vice President in February 2012. From 1997 to 2000, Mr. Woods operated a franchisee of the Company in the Indianapolis and Cincinnati markets.

        Bruce Levy currently serves as the Company's Senior Vice President of Real Estate Development. He became the Company's Vice President, Real Estate and Construction in January 2009 to focus on continuing the Company's nationwide expansion, and was promoted to Executive Vice President, Real Estate and Construction in September 2012. From 2005 until the time he joined Mattress Firm, Mr. Levy was a Limited Partner at Interface Properties, Inc., having been involved with locating land and developing multi-tenant retail buildings. Mr. Levy has over 25 years of experience as a senior officer of several Fortune 500 companies in the real estate and construction sector, including the Office Depot, Inc., Blockbuster L.L.C., Gateway, Inc., Tweeter Home Entertainment Group, Inc. and PETCO Animal Supplies, Inc. Mr. Levy's experience includes opening retail stores throughout the United States, Europe and Asia.

        Cathy Hauslein currently serves as the Company's Senior Vice President and Chief Accounting Officer. Ms. Hauslein joined the Company in April 2014. From 2007 until she joined the Company, Ms. Hauslein served as Vice President and Corporate Controller for Susser Holdings Corporation (NYSE: SUSS), which operated over 570 retail convenience stores and a master limited partnership distributing wholesale fuel based in Corpus Christi, TX. She held the position of Vice President and Corporate Controller for Banctec, Inc., which provides hardware, software and business process outsourcing for management of high volume and data intensive information, from 2001 to 2007.

        Brian Baxter became the Company's Senior Vice President, Merchandising on November 24, 2014 as a result of the Company's acquisition of Sleep Train. Mr. Baxter joined Sleep Train in 1992 as a Retail Sales Associate. From 1995 until 2005, Mr. Baxter worked at Sealy Mattress Company, including as a National Account Manager. He returned to Sleep Train in 2005 as the Vice President of Merchandising and Promotions. In 2007, he was promoted to Enterprise Vice President of Merchandising of Sleep Train and held that position until November 2014.

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        Matthew Forbes became the Company's Senior Vice President, Logistics and Distribution, effective February 4, 2015. Mr. Forbes held the role of Vice President, Logistics and Distribution from May 2014 until February 2015. Prior to that, Mr. Forbes was the Company's Vice President, Divisional Sales. Mr. Forbes joined a Mattress Firm franchise in 1997 and held positions of City Sales Manager, District Sales Manager and, initially, Store Manager. Mr. Forbes is married to Karrie Forbes, the Company's Chief Business Officer.

        The backgrounds of Messrs. Carlsen and Stagner are described above under "Corporate Governance—Directors Continuing in Office."

        Mr. and Mrs. Forbes are married. Otherwise, there are no family relationships between any director or executive officer of the Company.

Compensation Committee Report

        The Compensation Committee has reviewed and discussed the "—Compensation Discussion and Analysis" set forth below with management. Based on these reviews and discussions, we recommended to the Board, and the Board approved, that the Compensation Discussion and Analysis be included in this proxy statement.

Submitted by the Compensation Committee
William E. Watts (Chair)
David A. Fiorentino
Ronald J. Mittelstaedt
Adam L. Suttin

Compensation Discussion and Analysis

        This section discusses the principles underlying our policies and decisions with respect to the compensation of our executive officers who are named in the "Summary Compensation Table" and the most important factors relevant to an analysis of these policies and decisions. Our "named executive officers" for fiscal year 2014 were:

•

R. Stephen Stagner, Chief Executive Officer ("CEO");



•

Alexander S. Weiss, Chief Financial Officer ("CFO") and Assistant Treasurer;



•

Jim R. Black, former Executive Vice President, CFO and Assistant Treasurer;



•

Kenneth E. Murphy III, Co-Chief Operating Officer;



•

Bruce Levy, Senior Vice President, Real Estate Development; and



•

Kindel L. Elam, General Counsel and Secretary.

Overview of Fiscal Year 2014 Performance and Compensation

        We believe our success depends on the continued contributions of our named executive officers. Our executive compensation programs are designed to attract and retain experienced and qualified executive officers and to incentivize them to achieve overall business results and individual performance goals. Our executive compensation programs also support our strategic objectives by aligning the interests of our executive officers with those of our stockholders through the use of operational and financial performance goals and equity-based compensation.

        Our compensation policies and compensation-related decisions center on the following objectives:

•

attracting and retaining talented and experienced executive officers;

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•

motivating and rewarding executive officers whose knowledge, skills and performance are critical to our success;



•

aligning the interests of our executive officers and stockholders by incentivizing executive officers to increase stockholder value and rewarding executive officers when stockholder value increases and performance goals are met;



•

providing a competitive compensation package in which total compensation places significant weight on performance-based and long-term, market-based compensation;



•

ensuring fairness among the executive management team by recognizing the contributions each executive officer makes to our success; and



•

fostering a shared commitment among our executive officers by coordinating Company and individual goals.

        Each of the key elements of our executive compensation programs is discussed in more detail below. Our executive compensation programs are designed to complement and to collectively serve the compensation objectives described above, as well as reward teamwork and each individual's contribution to the Company, including the impact of such contribution on the Company's overall financial performance and to produce positive long-term results for our stockholders and employees. We have not adopted formal policies for allocating compensation between short-term and long-term compensation, between cash and non-cash compensation or among different forms of cash and non-cash compensation; we have, however, created base salary, annual bonus and equity award guidelines to enable us to set compensation amounts and opportunities in a manner internally consistent across job positions for all employees, including our named executive officers. An executive officer's annual base salary and annual cash incentive amounts do not fluctuate as a result of increasing gains from equity awards. However, the Compensation Committee will consider such gains in awarding additional equity compensation. The Company views the compensation elements as different means of encouraging and promoting performance that are meant to function together.

        At the 2012 annual meeting of stockholders, the stockholders approved, on a non-binding advisory basis, the compensation of the Company's named executive officers. The Compensation Committee considered the results of the advisory vote of the stockholders in its review of executive compensation in fiscal year 2014 and determined that the stockholders generally supported the compensation awarded to the Company's named executive officers, and the objectives and policies by which such compensation was determined. The stockholders also voted, on a non-binding advisory basis, on the frequency of holding non-binding advisory votes on the compensation of the Company's named executive officers. As previously reported, the stockholders of the Company voted in favor of holding an advisory vote every three years. The Compensation Committee considered the results of this vote and determined that, consistent with the majority vote of the Company's stockholders at the 2012 annual meeting of stockholders, the Company will hold future non-binding stockholder advisory votes on the compensation of the Company's named executive officers every three years at the Company's annual meeting of stockholders. At the upcoming 2015 Annual Meeting of Stockholders, the non-binding advisory vote on executive compensation will be again submitted to the stockholders of the Company. As noted in this proxy statement, the Board of Directors has recommended that the stockholders approve, on a non-binding basis, the compensation paid to the named executive officers in fiscal year 2014 and approve, on a non-binding basis, that the compensation paid to the Company's named executive officers be considered by the stockholders annually.

Highlights of Fiscal Year 2014 Performance

        During fiscal year 2014, we achieved strong financial performance in light of the challenges associated with concurrently acquiring and integrating 668 stores, and we believe our named executive

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officers were instrumental in helping us achieve these results. Highlights of our fiscal year 2014 performance include the following:

•

We opened 232 new stores and acquired 668 stores during fiscal year 2014. New and acquired stores, net of stores closed, added $468.4 million in net sales during fiscal year 2014 (excluding the effect on net sales of the fifty-third week contained in fiscal year 2014).



•

Net sales increased $589.2 million, or 48.4%, to $1,806.0 million for fiscal 2014, compared to $1,216.8 million for fiscal 2013. Comparable-store sales increased 6.1% during fiscal 2014.



•

Net income decreased $8.6 million to $44.3 million for fiscal 2014 compared to $52.9 million for fiscal 2013.



•

Adjusted EBITDA increased $50.2 million to $190.2 million for fiscal 2014 compared with $140.0 million for fiscal 2013. Adjusted EBITDA as a percentage of sales decreased to 10.5% during fiscal 2014 compared with 11.5% for fiscal 2013. (Adjusted EBITDA is not a performance measure under accounting principles generally accepted in the United States. See "Item 6. Selected Financial Data" in the Company's Annual Report on Form 10-K for fiscal year 2014 (the "2014 Annual Report"), filed with the U.S. Securities and Exchange Commission on April 3, 2015, for a definition of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to net income).



•

Operating cash flows were $104.8 million during fiscal year 2014, which was a funding source for acquisitions and capital expenditures.

Compensation Framework: Policies and Processes

Roles of the Compensation Committee and Executive Officers in Setting Compensation

        The Compensation Committee is composed entirely of four non-employee, independent members of the Board. No Compensation Committee member participates in any of our employee compensation programs. Our Compensation Committee is generally responsible for developing and administering our executive compensation programs and determining the nature and amount of compensation paid to our executive officers, and, for all of our employees including our executive officers, administering our equity compensation plans and awards. Our CEO, co-COOs, President and CFO will discuss and recommend the nature and amount of compensation payable to our executive officers other than the CEO, co-COOs, President and CFO as well as equity awards to all employees. The Compensation Committee will consider these recommendations when determining the compensation packages of all executive officers and the grant of any equity awards under our equity compensation plans.

        The Compensation Committee has adopted a written charter under which it operates. This charter is available on our website, http://www.mattressfirm.com.

        Prior to the Company's initial public offering that was completed in November 2011 (the "IPO"), we had a Company-level compensation committee, which was comprised of three voting members (our CEO, CFO and CSO) and four non-voting members (all of whom were members of either our human resources or finance departments). The Company-level compensation committee had been responsible for recommending and determining base salary amounts and increases for our executive officers (other than themselves), and for recommending the annual bonus goals under our annual incentive program to the board of managers of our then-sole stockholder, Mattress Holdings, LLC (the "Board of Managers"), for its approval. Prior to the IPO, the Board of Managers was responsible for determining the elements that comprise our executive compensation programs in general, as well as approving the performance objectives associated with our annual bonus programs and approving the equity grants made to employees, both as described below. The Company-level compensation committee continues to function and is responsible for determining the compensation of employees other than our executive

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officers. The number of non-voting committee members has increased to include additional members of our human resources, legal and finance departments and, effective during the fourth quarter of fiscal year 2014, the voting members of the Company-level compensation committee were our CEO, co-COOs, President and CFO.

        The compensation for our CEO, co-COOs, President and CFO is governed by their respective employment agreements, which are described below. The employment agreement for our CEO Steve Stagner was amended and restated in September 2011 and approved by our Board. It was subsequently amended in April 2014. We entered into an employment agreement with our co-COO Mr. Murphy on August 4, 2014, as amended on December 4, 2014, and with our CFO Mr. Weiss on September 3, 2014. In connection with the consummation of the acquisition of Sleep Train, we entered into employment agreements with our President Dale Carlsen and our co-COO Robert Killgore. Our Company-level compensation committee, which is described above, did not make any compensation determinations for these five individuals.

Use of Comparative Market Data

        As part of our preparation in 2011 to become a public company, our Board engaged Pearl Meyer & Partners, or "Pearl Meyer," an independent compensation consulting firm, to advise on certain aspects of compensation for our executive officers, including assisting us in determining the size and terms of the grants of equity awards to be made under our newly-established equity plan in connection with the IPO. Grants made to our executive officers at the time of the IPO reflected the recommendations that Pearl Meyer provided to the Board related to such awards. In addition, Pearl Meyer developed, and our Board approved, a peer group of companies against which to assess the following key components of our executive officers' compensation following the IPO: base salary, annual cash bonus and long-term incentives. While our CEO, COO and CFO considered the updated 2012 market data compiled by Pearl Meyer in making compensation recommendations to the Compensation Committee during fiscal year 2014, the Compensation Committee did not benchmark total executive compensation or individual compensation elements against this or any other peer group. In August 2014, our Board again engaged Pearl Meyer to perform an updated review of executive compensation, which our CEO, co-COOs, President and CFO considered in making compensation recommendations to the Compensation Committee for changes in executive compensation for fiscal year 2015. The recommendations made for fiscal year 2015 are intended to move the executive officers closer to competitive salaries offered by our peers for comparable positions, but do not benchmark total executive compensation or individual compensation elements against this or any other peer group. The peer companies reviewed by Pearl Meyer are ULTA Salon, Cosmetics & Fragrance, Inc., Tempur Sealy International Inc., ANN INC., Outerwall Inc., Express Inc., The Children's Place, Inc., Finish Line Inc., Restoration Hardware Holdings, Inc., The Fresh Market, Inc., Conns Inc., Vitamin Shoppe, Inc., Lumber Liquidators Holdings, Inc., Select Comfort Corporation, Hibbett Sports, Inc., Monro Muffler Brake Inc., The Container Store Group, Inc., and Zumiez, Inc.

        As a public company, we expect to use market data, and may decide to continue to use the services of a compensation consultant, to provide input in establishing the level and types of certain elements of our executive compensation program. While we anticipate that we will take a more systematic approach to reviewing competitive data on executive compensation levels and practices, we expect to continue to apply the compensation philosophies and strategies that we believe are appropriate for our business, and that focus more on long-term, market-based and performance-based incentive compensation than on fixed compensation.

        Pursuant to its charter, the Compensation Committee may select its outside compensation consultant only after taking into consideration factors relevant to that consultant's independence, including such factors required to be considered under the listing standards of NASDAQ.

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Elements of Executive Officer Compensation

        The following is a discussion of the primary elements of compensation for each of our executive officers for fiscal year 2014. Compensation for our executive officers consisted of the following elements for fiscal year 2014:

•

Base Salary.  A fixed cash payment intended to attract and retain talented individuals, recognize career experience and individual performance and provide competitive compensation. Base salary revisions are made at the beginning of each fiscal year after consideration of the executive officer's contributions to the prior fiscal year and expected challenges during the current fiscal year.



•

Bonus and Short-Term Incentive Arrangements.  An annual cash incentive based on Company performance intended to promote and reward achievement of the Company's annual financial and strategic objectives. Bonuses, whether under the Executive Annual Incentive Plan or non-plan discretionary cash bonuses, are paid out in the first quarter of each fiscal year to reward executive officers for their efforts during the prior fiscal year. The Adjusted EBITDA targets for the annual cash bonuses payable under our Executive Annual Incentive Plan, which align with the Company's budget expectations for the fiscal year, are also set in the first quarter of each fiscal year to provide executive officers with clear guidance as to the Board's expectations of the Company's performance for the current fiscal year.



•

Long-Term Stock-Based Incentive Arrangements.  Periodic grants of service-based and market-based stock options and restricted stock under our equity plan, which are intended to align the executive officer's interests with those of our stockholders by tying value to long-term Company performance. Long-term equity awards are granted during the third quarter of the fiscal year to provide additional motivation and incentives to management for the second half of the year.



•

Retirement and Health and Welfare Benefits.  Retirement benefits (including a 401(k) plan and non-qualified deferred compensation plan) intended to provide tax-efficient retirement savings and health and welfare benefits (including medical, dental, vision, life and AD&D insurance and short-term and long-term disability insurance) intended to provide comprehensive benefits.



•

Executive Perquisites.  Additional benefits offered to certain of our executive officers to provide competitive supplemental benefits, such as Company payment of the premiums associated with health and welfare benefits (including medical, dental and vision coverage), and, during fiscal year 2014 and historically, separate Company-paid life and disability insurance policies for Messrs. Stagner and Black.

Base Salary

        We believe that a competitive base salary is required in order to provide our executive officers with a stable income stream that is commensurate with their responsibilities and competitive market conditions. Additionally, given the aggressive growth philosophy of our Company coupled with the recent IPO and consequences of operating as a publicly-traded company, we believe that allocating a significant portion of our executive officers' compensation package to fixed compensation creates the secure environment necessary for our executive officers to pursue growth and sales opportunities while simultaneously taking the time to fully evaluate each such opportunity and the risks and benefits commensurate therewith.

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        The base annual salaries of the Company's named executive officers for fiscal year 2014 were as follows:

Name		Base Salary
R. Stephen Stagner		$	600,000
Alexander S. Weiss		$	350,000	(a)
Jim R. Black		$	200,000	(b)
Kenneth E. Murphy III		$	500,000	(c)
Bruce Levy		$	282,700	(d)
Kindel L. Elam		$	285,000	(e)

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(a)

On September 3, 2014, the Company entered into an employment agreement with Mr. Weiss that established his annual base salary at $350,000, effective July 30, 2014, in connection with his assumption of the CFO position. Prior to such date, Mr. Weiss's annual base salary was $275,000.

(b)

On September 3, 2014, the Company entered into an amendment to the employment agreement with Mr. Black that reduced his annual base salary to $200,000, effective July 30, 2014, in connection with his new position as Senior Corporate Advisor of the Company. Prior to such date, Mr. Black's annual base salary was $350,000. Mr. Black retired effective February 3, 2015.

(c)

On August 4, 2014, the Company entered into an employment agreement with Mr. Murphy that established his annual base salary at $350,000, effective February 1, 2014. Prior to such date, Mr. Murphy's annual base salary was $275,000. On December 4, 2014, the Company entered into an amendment to the employment agreement with Mr. Murphy that increased his annual base salary to $500,000, effective December 4, 2014 in connection with the Company's recognition of Mr. Murphy's significant contributions to the Company's sales performance during the year and his continued value to the Company.

(d)

Effective February 1, 2014, Mr. Levy's annual base salary increased to $282,700 in recognition of his performance during fiscal year 2013 in connection with the Company's growth and store expansion. Prior to such date, Mr. Levy's annual base salary was $275,000.

(e)

Effective February 1, 2014, Ms. Elam's annual base salary increased to $285,000 in recognition of her performance during fiscal year 2013 in connection with the Company's growth and overall management of legal risks and compliance. Prior to such date, Ms. Elam's annual base salary was $240,000.

        The base salaries of Messrs. Stagner, Black, Weiss and Murphy are set forth in their respective employment agreements. The employment agreements of Messrs. Stagner and Black were amended and restated effective September 14, 2011 and approved by our Board. In connection with the IPO, and subsequently amended in fiscal year 2014. The employment agreements of Messrs. Weiss and Murphy were entered into during fiscal year 2014. The employment agreements also provide, in very limited circumstances, for an automatic annual cost of living adjustment to base salaries on February 1 of each year. No cost of living adjustment was required on February 1, 2014.

        Prior to the IPO, recommendations for the base salaries of employees, including executive officers other than the CEO, CSO and CFO, were made by our human resources department, in accordance with our salary administration policy. Our salary administration policy is an internal tool that establishes a salary range for each job position covered by the policy. We generally do not deviate from these guidelines when setting base compensation or increasing base salary, although from time to time

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we have done so in circumstances warranting special considerations. Our human resources department, when recommending an executive officer's initial base salary, reviews the salary guidelines, the individual's role, expected responsibilities, skills, experience and prior compensation levels and general market data. When recommending subsequent increases to base salary, our human resources department reviews the salary guidelines, the executive officer's contributions to the Company, individual performance and general market trends.

        At the beginning of fiscal year 2011, Mr. Levy's base salary was increased from $225,000 to $239,900, based on the factors described above. In March 2013, the Compensation Committee approved a base salary of $247,577 for Mr. Levy in recognition of their significant efforts to the Company's growth and operations in fiscal year 2012. Effective January 29, 2014, the Compensation Committee increased Mr. Levy's base salary to $275,000.

        Ms. Elam joined the Company in July 2012 at an annual base salary of $225,000. In March 2013, the Compensation Committee approved a base salary of $240,000 for Ms. Elam in recognition of her significant efforts to the Company's growth and operations in fiscal year 2012. Effective January 29, 2014, the Compensation Committee increased Ms. Elam's base salary to $285,000.

        Our Compensation Committee is now responsible for the review, evaluation and approval of all executive officer compensation. The committee considers recommendations of our human resources department and proposals by the CEO, President, CFO and co-COOs in making its determination. The Compensation Committee has the authority to increase the base salaries of our executive officers and approved base salary increases to all executive officers (other than the CEO, CFO and CSO) effective January 29, 2014 concurrently with the approval of the base salaries of Ms. Elam and Mr. Levy for fiscal year 2014.

Bonus and Short-Term Incentive Arrangements

        In addition to receiving base salaries, our executive officers are eligible to earn annual cash bonuses under our Executive Annual Incentive Plan based upon the attainment of specific performance objectives. During fiscal year 2014, our executive officers were each eligible for a bonus based solely on achievement of the Company's Adjusted EBITDA goals as the only performance objective.

        The cash bonuses (as a percentage of base salary) payable to each named executive officer if the relevant performance goals associated with his or her bonus were achieved for fiscal year 2014 were as follows:

		Target Cash Bonus as a % of Base Salary(1)
Name		Target			Maximum
R. Stephen Stagner			75	%		150	%
Alexander S. Weiss			50	%		100	%
Jim R. Black(2)			0	%		0	%
Kenneth E. Murphy III			50	%		100	%
Bruce Levy			35	%		70	%
Kindel L. Elam			35	%		70	%

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(1)

Each of Messrs. Stagner, Weiss, Murphy and Black's target and maximum percentages are established by the terms of his respective employment agreement, and each of Mr. Levy's and Ms. Elam's target percentage is established by the terms of his or her respective letter agreement, in each case as described below.

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(2)

On September 3, 2014, the Company entered into an amendment to the employment agreement with Mr. Black that eliminated his eligibility for participation in the Executive Annual Incentive Plan in connection with his new reduced role as Senior Corporate Advisor of the Company.

        Our Compensation Committee determines the performance criteria applicable to our annual bonuses. In March 2014, the Compensation Committee, after consultation with the CEO and CFO, set the fiscal year 2014 Adjusted EBITDA target at a level it believed was both challenging and achievable. By establishing a target that was challenging, the Compensation Committee believed that the performance of our employees, and therefore our performance, would be maximized. By setting a target that was also achievable, the Compensation Committee believed that employees would remain motivated to perform at the high level required to achieve the target. The Adjusted EBITDA goals for fiscal year 2014 were subsequently adjusted by the Compensation Committee in July 2014 and January 2015 to adjust for the incremental earnings expected to be generated by significant acquisitions consummated by the Company during fiscal year 2014. The updated Adjusted EBITDA goals for fiscal year 2014 and their commensurate payouts are detailed in the chart below. Bonus payouts are interpolated when performance falls between the discrete points shown. The Compensation Committee had the authority to adjust the final bonus payouts in their discretion, but did not exercise such authority during fiscal year 2014.

		Below Threshold		Threshold		Target		Maximum		FY2014 Actual
Adjusted EBITDA		<$162.7 million		$162.7 million		$184.9 million		$207.1 million		$190.1 million
Bonus Payout as a % of Target Cash Bonus		No bonus		0%		100% of target		200% of target		123.4% of target

        At the conclusion of the fiscal year, Adjusted EBITDA results were calculated by our finance department and were presented to our Compensation Committee for review and approval on March 24, 2015. Actual Adjusted EBITDA for fiscal year 2014 was $190.1 million, which was above the target level but below the maximum. This resulted in a payout to Messrs. Stagner, Weiss, Murphy and Levy and Ms. Elam of 123.4% of their target cash bonus. Mr. Black, as noted above, was not eligible for a bonus payment as a result of the September 2014 amendment to his employment agreement.

        In addition to the bonuses described above, the employment agreements for Messrs. Stagner, Weiss and Murphy establish a supplemental bonus pool, whereby such executive officers are eligible to share with other members of the senior management of the Company in an incremental bonus pool of 10% of the actual amount of annual Adjusted EBITDA in excess of the annual Adjusted EBITDA maximum level target for each fiscal year that the executive officer is employed by us. For fiscal year 2014, the actual amount of annual Adjusted EBITDA of $190.1 million did not exceed the fiscal year 2014 maximum level Adjusted EBITDA target of $207.1 million, so no incremental bonus pool was established for fiscal year 2014.

        In addition to the bonus plan established under the Executive Annual Incentive Plan, the CEO has the authority to grant discretionary cash bonuses to employees of the Company who have made significant contributions to the Company's performance during the year or have otherwise performed above expectations. The Compensation Committee approves all discretionary cash bonuses awarded to executive officers. For fiscal year 2014, no executive officers received discretionary bonus awards since all executive officers will receive bonus payments under the Executive Annual Incentive Plan.

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        From time to time, the Compensation Committee may award discretionary cash bonuses to executive officers for exceptional performance. In July 2013 and March 2014, the Compensation Committee approved cash bonus awards of $40,000 and $30,000, respectively to Mr. Levy in recognition of the considerable impact on his responsibilities as a result of the Company's significant acquisitions and growth, and his continued dedication and contributions to the Company. In fiscal years 2013 and 2014, Ms. Elam received discretionary bonus awards of $10,000 and $50,000, respectively, in recognition of her contributions to the Company's financial performance in fiscal year 2012 and her significant efforts relating to the Company's growth and performance in fiscal year 2013. Mr. Weiss, similarly, received a discretionary bonus award of $35,000 to acknowledge his efforts relating to the Company's growth and financial performance in fiscal year 2013.

        The actual bonuses paid to our named executive officers with respect to fiscal year 2014 are set forth in the "Summary Compensation Table" below.

Long-Term Stock-Based Incentive Arrangements

        In connection with the IPO, the Company established the Mattress Firm Holding Corp. 2011 Omnibus Incentive Plan, or the "Omnibus Plan," for grants of all equity-based awards in connection with or after the IPO. The primary goals of the Omnibus Plan are to align the interests of our directors, executive officers and other key employees with the interests of our stockholders and to encourage executive retention through the use of both service-based and market-based vesting requirements. While outstanding equity awards and directly-held equity interests will not reduce other elements of executive officer compensation, the Compensation Committee believes that the aggregate percentage of compensation that is tied to long-term stock performance should remain relatively stable from year to year.

        On September 4, 2013 and September 2, 2014, the Compensation Committee approved the grant of long-term equity awards to management and key employees of the Company, including executive officers. The types of long-term equity awards included (a) stock options, which would vest in four equal annual installments on each anniversary of the grant date until fully vested, (b) shares of restricted stock, which would vest in four equal annual installments on each anniversary of the grant date assuming that the Company satisfied specified stock price increase targets and (c) shares of restricted stock, which would vest in four equal annual installments on each anniversary of the grant date until fully vested. Senior executive officers, including the named executive officers, received grants of stock options and shares of market-based restricted stock, which will reward those individuals for the creation of accretive stockholder value but ties the realization of such benefits to continued dedication to the Company. Senior management received grants of both market-based and service-based restricted stock. The Compensation Committee determined that while these employees contributed to the ongoing performance of the Company, their equity compensation should be more heavily weighted to incentivize retention with the Company. Similarly, the Compensation Committee concluded that the Company received maximum benefit if the long-term equity awards to the remaining key employees receiving grants were comprised solely of service-based restricted stock awards to directly incentivize the continued employment of those individuals.

        The number of shares granted in the form of stock options or restricted stock varied in accordance with the employee's base salary and management position with the Company. The CEO received grants of long-term equity awards with an estimated fair value equal to 150% of his base salary, of which 50% were awarded in the form of stock options and 50% were awarded in the form of market-based restricted stock. The CFO and Mr. Murphy, our sole COO at the time, received grants of long-term equity awards with estimated fair values equal to 100% of their respective base salaries, of which 50% were awarded in the form of stock options and 50% were awarded in the form of market-based restricted stock. Executive Vice Presidents, including Ms. Elam and Mr. Levy, received grants of long-term equity awards with estimated fair values equal to 80% of their respective base salaries, of

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which 50% were awarded in the form of stock options and 50% were awarded in the form of market-based restricted stock. Senior Vice Presidents received grants of long-term equity awards with estimated fair values equal to 65% of their respective base salaries, of which 50% were awarded in the form of stock options and 50% were awarded in the form of market-based restricted stock. Vice Presidents whose responsibilities directly affected the operational performance of the Company received grants of long-term equity awards with estimated fair values equal to 50% of their respective base salaries, of which 50% were awarded in the form of market-based restricted stock and 50% were awarded in the form of service-based restricted stock. The remaining key employees received grants of long-term equity awards with estimated fair values equal to varying percentages of their respective base salaries, of which 100% were awarded in the form of service-based restricted stock. Mr. Black did not receive an equity grant in fiscal year 2014 but, as CFO in fiscal year 2013, he received a grant with estimated fair value equal to 100% of his base salary, of which 50% was awarded in the form of stock options and 50% was awarded in the form of market-based restricted stock.

Employment and Severance Arrangements

        We have entered into employment agreements with Messrs. Stagner, Weiss, Black and Murphy and letter agreements with Mr. Levy and Ms. Elam. The employment agreements with Messrs. Stagner and Black were amended and restated, effective September 14, 2011, to extend the terms of such agreements through the end of fiscal year 2014. Mr. Stagner's employment agreement was amended, effective January 29, 2014 to increase his annual base salary. Mr. Black's employment agreement was amended, effective July 30, 2014, to, among other things, reduce his base salary in light of his new, reduced role as the Company's Senior Corporate Advisor. The letter agreement with Ms. Elam was amended, effective February 1, 2014 to increase her annual base salary and to reflect her position as Executive Vice President and General Counsel. None of the agreements provide for any tax gross-ups on severance payments nor provided for any payments upon a change-in-control. The material terms of these arrangements are summarized below.

•

Employment Agreement with Mr. Stagner.  Mr. Stagner is a party to an amended and restated employment agreement, effective September 14, 2011, under which he is entitled to receive an annual base salary of $500,000 and is eligible for an annual target cash bonus. Effective January 29, 2014, Mr. Stagner's employment agreement was amended to increase his base salary to $600,000. His employment agreement also provides, in very limited circumstances, for an automatic annual cost of living adjustment to his base salary on February 1 of each year. No cost of living adjustment was required on February 1, 2012, February 1, 2013 or February 1, 2014. The agreement also provides for certain payments and benefits to be provided upon a qualifying termination of Mr. Stagner's employment, as described below under "Potential Payments Upon Termination or Change of Control." In addition, the agreement provides that the term of his employment will be automatically extended for subsequent one- year terms, unless three (3) months' notice of non-renewal is provided by either the Company or Mr. Stagner.



•

Employment Agreements with Messrs. Weiss and Black.  Mr. Weiss is a party to an employment agreement, effective September 3, 2014, under which he is entitled to receive an annual base salary of $350,000 and is eligible for an annual target cash bonus. Mr. Black was a party to an amended and restated employment agreement, effective September 14, 2011, under which he was entitled to receive an annual base salary of $500,000 and was eligible for an annual target cash bonus. Effective July 30, 2014, Mr. Black's employment agreement was amended to reduce his base salary to $200,000 and eliminate his eligibility for a cash bonus award. Mr. Black retired effective February 3, 2015. The employment agreements also provide, in very limited circumstances, for an automatic annual cost of living adjustment to the executive officer's base salary on February 1 of each year. No cost of living adjustment was required on February 1, 2012, February 1, 2013 or February 1, 2014. Each agreement also provides for certain payments

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and benefits to be provided upon a qualifying termination of Messrs. Weiss's or Black's employment, as described below under "Potential Payments Upon Termination or Change of Control." In addition, each agreement provides that the term of Messrs. Weiss's or Black's employment will be automatically extended for subsequent one-year terms, unless three (3) months' notice of non- renewal is provided by either the Company or Messrs. Weiss or Black, as applicable.

•

Employment Agreement with Mr. Murphy.  Mr. Murphy is a party to an employment agreement, effective August 4, 2014, as amended December 4, 2014, under which he is entitled to receive an annual base salary of $500,000 and is eligible for an annual target cash bonus. The employment agreement also provides, in very limited circumstances, for an automatic annual cost of living adjustment to the executive officer's base salary on February 1 of each year. The agreement also provides for certain payments and benefits to be provided upon a qualifying termination of Mr. Murphy's employment, as described below under "Potential Payments Upon Termination or Change of Control." In addition, each agreement provides that the term of Mr. Murphy's employment will be automatically extended for subsequent one-year terms, unless three (3) months' notice of non- renewal is provided by either the Company or Mr. Murphy, as applicable.



•

Letter Agreement with Mr. Levy.  Mr. Levy is a party to an offer letter agreement with the Company, effective December 10, 2008, under which he was entitled to receive an annual base salary of $225,000. The agreements also provide that Mr. Levy is eligible for an annual target cash bonus established at 25% of his annual base salary. The Compensation Committee increased this percentage to 35% in fiscal year 2013 and increased his annual base salary to $275,000 in fiscal year 2014. Mr. Levy is not entitled to payments upon a termination of employment, however, he would be eligible to receive up to six months' salary upon termination of employment by the Company pursuant to our severance policy. Under this letter agreement, Mr. Levy is an at-will employee.



•

Letter Agreement with Ms. Elam.  Ms. Elam is a party to an offer letter agreement with the Company, effective May 21, 2012, under which she was entitled to receive an annual base salary of $225,000. The Compensation Committee increased her annual base salary to $240,000 in fiscal year 2013.The offer letter agreement was amended, effective February 1, 2014, to reflect the change in her position to Executive Vice President and General Counsel and to reflect the base salary approved by the Compensation Committee of $285,000 for fiscal year 2014. The agreement also provides that Ms. Elam is eligible for an annual target cash bonus. Ms. Elam is entitled to certain payment upon a qualifying termination of her employment, as described below under "Potential Payments Upon Termination or Change of Control." Under this letter agreement, Ms. Elam is an at-will employee.

Retirement and Health and Welfare Benefits

        We maintain a retirement savings plan, which is a 401(k) defined contribution plan (the "401(k) Plan"), for the benefit of all eligible employees, including our named executive officers (on the same basis as all eligible employees). The 401(k) Plan provides for an annual match of 33¹/3% of contribution amounts up to the IRS-imposed plan maximums.

        In addition to the 401(k) Plan, we sponsor the Executive Nonqualified Excess Plan, an unfunded, unsecured nonqualified deferred compensation plan under which certain management employees may elect to defer a percentage or specific dollar amount of their compensation until a later date. We offer this plan because it facilitates retirement savings and provides financial flexibility for our key employees. While the Company may, at its discretion, provide matching and profit-sharing contributions under the Executive Nonqualified Excess Plan, we have not, as of this time, elected to make any such contributions.

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        We also provide our eligible employees, including our named executive officers, with medical, dental and vision coverage, life and accidental death and dismemberment insurance, short-term and long-term disability insurance and the opportunity to enroll in our flexible spending account program.

Executive Perquisites

        We provide limited executive perquisites, including Company payment of medical, dental and vision premiums for certain named executive officers, as well as provision and payment of separate life and disability insurance policies for Messrs. Stagner and Black and payment of relocation expenses for Mr. Levy. The costs associated with all perquisites are included in the "Summary Compensation Table" below.

Risk Assessment of Compensation Policies and Practices

        Our Board and our Compensation Committee have considered whether the risks arising from our compensation practices or policies are reasonably likely to have a materially adverse effect on the Company. We believe that the structure of our compensation programs does not incentivize unnecessary or excessive risk-taking. Our policies and practices include the following risk-mitigating characteristics: our compensation programs for executive officers are generally administered by our Compensation Committee; there is an annual cap on the amount of bonuses that may be paid under the Executive Annual Incentive Plan to our executive officers and other employees; the performance goals upon which annual bonuses are paid are approved by our Compensation Committee and our Board; bonus amounts are only paid after the performance is certified by our Compensation Committee after receiving input from our finance department following a review of our audited financial results; and our equity awards are subject to multi-year vesting and the ultimate value of such awards is tied to the Company's long-term stock price performance. As a result of this review, the Company does not believe that our compensation policies and practices create or encourage the taking of risks that are reasonably likely to have a material adverse effect on the Company. In addition, we have adopted an insider trading policy that generally prohibits insiders from pledging shares of our common stock, engaging in short sales of our common stock or any hedging of their ownership of our common stock.

Tax and Accounting Considerations

        Section 162(m) of the Internal Revenue Code, or "Section 162(m)," disallows a tax deduction for any publicly held corporation for individual compensation exceeding $1 million in any taxable year for certain of its executive officers, other than its chief financial officer, unless such compensation qualifies as performance-based under such section. As we were not publicly traded prior to the IPO, neither our Compensation Committee nor the Board of Managers had previously taken the deductibility limit imposed by Section 162(m) into consideration in setting compensation. The Executive Annual Incentive Plan of the Company, which was approved by stockholders prior to the IPO, provides cash bonuses to executive officers and key employees if certain performance-based criteria are satisfied. Accordingly, the cash bonuses under such incentive plans will not be included in applying the $1 million limitation. To maintain flexibility in compensating executive officers in a manner designed to promote varying corporate goals, the Compensation Committee may, in its judgment, authorize other compensation payments that do not comply with the exemptions, in whole or in part, under Section 162(m) or that may otherwise be limited as to tax deductibility.

        Our Compensation Committee, in connection with decisions that relate to our equity incentive award plans and programs, considers the accounting implications of significant compensation decisions. As accounting standards change, we may revise certain programs to appropriately align the accounting expenses of our equity awards with our overall executive compensation philosophy and objectives.

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Compensation of Named Executive Officers

        The tables in the following sections provide information required by the SEC regarding compensation paid to or earned by our named executive officers.

Summary Compensation Table

        The following table sets forth the total compensation awarded to, earned by, or paid to our named executive officers for all services rendered in all capacities to us in fiscal years 2012, 2013 and 2014.

SUMMARY COMPENSATION TABLE

Name and Principal Position		Year			Salary ($)(a)			Bonus ($)(b)			Stock Awards ($)(c)			Option Awards ($)(d)			Non-Equity Incentive Plan Compensation ($)(e)			All Other Compensation ($)(f)			Total ($)
R. Stephen Stagner			2012		$	500,000			—			—			—		$	166,002		$	22,922		$	688,924
Chief Executive Officer			2013		$	500,000			—		$	275,460		$	559,255			—		$	29,971		$	1,364,686
			2014		$	600,000			—		$	442,208		$	449,009		$	564,611		$	44,889		$	2,100,717
Alexander S. Weiss			2012			—			—			—			—			—			—			—
Chief Financial Officer			2013		$	225,000		$	20,000		$	53,717		$	730,478			—		$	35,316		$	1,064,511
			2014		$	318,942		$	35,000		$	884,879		$	174,611		$	196,408		$	22,167		$	1,632,007
Jim R. Black			2012		$	350,000			—			—			—		$	116,202		$	16,959		$	483,161
Former Chief Financial Officer			2013		$	350,000			—		$	128,546		$	260,976			—		$	20,135		$	759,657
			2014		$	280,577			—			—			—			—		$	25,566		$	306,143
Kenneth E. Murphy III			2012		$	250,000		$	55,000			—			—		$	56,552		$	7,227		$	368,779
Co-Chief Operating Officer			2013		$	275,000			—		$	80,806		$	164,056			—		$	7,227		$	527,089
			2014		$	382,115			—		$	2,810,034		$	174,611		$	234,204		$	22,594		$	3,623,558
Bruce Levy			2012		$	239,900			—			—			—		$	45,798		$	33,693		$	319,391
Executive Vice President,			2013		$	247,577		$	40,000		$	72,743		$	147,688			—		$	26,376		$	534,384
Real Estate Development			2014		$	285,557		$	30,000		$	108,100		$	109,746		$	120,762		$	23,871		$	678,036
Kindel L. Elam			2012		$	225,000			—			—		$	497,328		$	29,300		$	472		$	752,100
General Counsel			2013		$	240,000		$	10,000		$	57,298		$	116,333			—		$	7,641		$	431,272
			2014		$	287,769		$	50,000		$	824,965		$	113,743		$	124,927		$	18,751		$	1,420,155

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(a)

Amounts shown in this column are not reduced to reflect any deferrals under the Executive Nonqualified Excess Plan (our nonqualified deferred compensation plan) or the 401(k) Plan. Messrs. Weiss, Murphy and Levy and Ms. Elam received salary increases during fiscal year 2014 and Mr. Black accepted a salary reduction in connection with his reduced roles during fiscal year 2014. The salary amounts provided for each named executive who experienced a change in salary during fiscal year 2014 are weighted on a pro rata basis to reflect such changes.

(b)

Amounts shown in this column represent discretionary cash bonus payments, if any, to the named executive officer during the applicable fiscal year. See "—Compensation Discussion and Analysis—Elements of Named Executive Officer Compensation—Bonus and Short-Term Incentive Arrangements".

(c)

Amounts shown in this column reflect the fair value of restricted stock grants made to the named executive officers on September 4, 2013 and September 2, 2014, and, in the case of Mr. Murphy, December 4, 2014. The underlying valuation assumptions for the restricted stock grants are further discussed in Note 14 to the consolidated financial statements for fiscal year 2014 (the "2014 Financials"), which are included in our 2014 Annual Report. Messrs. Murphy and Weiss and Ms. Elam received special grants of restricted stock during fiscal year 2014 in recognition of their exceptional contributions to the Company during the fiscal year, particularly in connection with the Company's multiple acquisitions and improved overall sales performance. The vesting provisions of the special grants are expected to provide retention incentives to these executive officers as well.

(d)

Amounts shown in this column represent the dollar amounts of the aggregate grant date fair value of stock option awards determined in accordance with ASC Topic 718. These grants were made on November 17, 2011, September 4, 2013 and September 2, 2014. Mr. Weiss also received a grant on April 24, 2013 and Ms. Elam received

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a grant on August 13, 2012, in each case, in connection with their acceptance of employment with the Company. The underlying valuation assumptions for stock option awards are further discussed in Note 14 to the 2014 Financials, which are included in the 2014 Annual Report.

(e)

Amounts shown in this column represent the named executive officer's annual bonus payment under the Executive Annual Incentive Plan. For each named executive officer, the annual bonus is based solely on achievement of the Company's Adjusted EBITDA target. Bonus amounts are not reduced to reflect any deferrals under the Executive Nonqualified Excess Plan or the 401(k) Plan. See "—Compensation Discussion and Analysis—Elements of Named Executive Officer Compensation—Bonus and Short-Term Incentive Arrangements".

(f)

Amounts shown in the "All Other Compensation" column include the following items, as applicable to each named executive officer, for fiscal years 2012, 2013 and 2014: Company-paid premiums for life and disability insurance and health coverage, Company contributions to the 401(k) Plan, relocation and temporary housing expenses.

All Other Compensation Table

Name		Year			Company-Paid Premiums for Life and Disability Insurance ($)(a)			Company-Paid Premiums for Health Coverage ($)			Company Contributions to 401(k) Plan ($)(b)			Relocation Expenses ($)			Reimbursement of Spouse Airfare ($)(c)			Total ($)
R. Stephen Stagner			2012		$	3,009		$	14,247		$	5,666			—			—		$	22,922
			2013		$	4,143		$	14,247		$	5,833			—		$	5,748		$	29,971
			2014		$	23,480		$	15,576		$	5,833			—			—		$	44,889
Alexander S. Weiss			2012			—			—			—			—			—			—
			2013		$	48		$	1,863		$	1,687		$	31,718	(d)		—		$	35,316
			2014		$	10,348		$	5,799		$	6,020			—			—		$	22,167
Jim R. Black			2012		$	2,411		$	8,882		$	5,666			—			—		$	16,959
			2013		$	4,130		$	10,172		$	5,833			—			—		$	20,135
			2014		$	9,811		$	10,172		$	5,583			—			—		$	25,566
Kenneth E. Murphy III			2012		$	48		$	7,179			—			—			—		$	7,277
			2013		$	48		$	7,179			—			—			—		$	7,277
			2014		$	12,098		$	10,496			—			—			—		$	22,594
Bruce Levy			2012		$	48		$	7,179			—		$	26,466	(e)		—		$	33,693
			2013		$	800		$	9,177			—		$	16,399	(f)		—		$	26,376
			2014		$	9,317		$	7,179			—		$	7,375	(g)		—		$	23,871
Kindel L. Elam			2012		$	48		$	424			—			—			—		$	472
			2013		$	48		$	3,193		$	4,400			—			—		$	7,641
			2014		$	9,598		$	3,120		$	6,033			—			—		$	18,751

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(a)

Effective with fiscal year 2014, the Company revised its benefits program to include Short Term Disability Insurance as an employer-provided benefit for all employees. Prior to fiscal year 2014, Short Term Disability Insurance was available to employees on an optional, employee-paid basis. The Company also provides a secondary employer-paid life and disability policy to Messrs. Stagner and Black.

(b)

Amounts shown reflect the Company's matching contributions to the named executive officer's 401(k) Plan account. The 401(k) Plan provides for an annual match of 33¹/3% of contribution amounts.

(c)

The Company reimbursed the named executive officer for the cost of his spouse's airfare to Hawaii in connection with a Company-sponsored trip rewarding outstanding employees.

(d)

Amount shown reflects reimbursement of relocation expenses in connection with Mr. Weiss's relocation to Houston, Texas, including temporary housing expenses of $24,065, and a "gross-up" of $7,653 to cover taxes on his temporary housing expenses.

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(e)

Amount shown reflects reimbursement of relocation expenses in connection with Mr. Levy's relocation to Houston, Texas, including temporary housing expenses of $21,500, and a "gross-up" of $4,966 to cover taxes on his temporary housing expenses.

(f)

Amount shown reflects reimbursement of relocation expenses in connection with Mr. Levy's relocation to Houston, Texas, including temporary housing expenses of $11,625, and a "gross-up" of $4,774 to cover taxes on his temporary housing expenses.

(g)

Amount shown reflects reimbursement of relocation expenses in connection with Mr. Levy's relocation to Houston, Texas, including temporary housing expenses of $7,375.

Grants of Plan-Based Awards Table

        The following table sets forth information regarding grants of plan-based awards made to our named executive officers during fiscal year 2014.

GRANTS OF PLAN-BASED AWARDS TABLE

							Estimated Future Payouts Under Non-Equity Incentive Plan Awards									Estimated Future Payouts Under Equity Incentive Plan Awards												Grant Date Fair Value of Stock and Option Awards ($)(f)
																									Exercise or Base Price of Option Awards ($/Share)(e)
Name				Grant Date			Threshold ($)(c)			Target ($)(c)			Maximum ($)(c)			Threshold (#)			Target (#)(d)			Maximum (#)
R. Stephen Stagner		Bonus(a)			—			—		$	450,000		$	900,000			—			—			—			—			—
		Stock Options			9/2/2014			—			—			—			—			13,706			—		$	57.05		$	449,009
		Restricted Stock			9/2/2014			—			—			—			—			13,573	(h)		—			—		$	442,208
Alexander S. Weiss		Bonus(a)			—			—		$	175,000		$	350,000			—			—			—			—			—
		Stock Options			9/2/2014			—			—			—			—			5,330			—		$	57.07		$	174,611
		Restricted Stock			9/2/2014			—			—			—			—			5,278	(h)		—			—		$	171,957
		Restricted Stock			9/2/2014			—			—			—			—			11,312	(i)		—			—		$	339,473
		Restricted Stock			9/2/2014			—			—			—			—			6,546	(j)		—			—		$	373,449
Jim R. Black		Bonus(a)(g)			—			—			—			—			—			—			—			—			—
		Stock Options(g)			—			—			—			—			—			—			—			—			—
		Restricted Stock(g)			—			—			—			—			—			—			—			—			—
Kenneth E. Murphy III		Bonus(a)			—			—		$	250,000		$	500,000			—			—			—			—			—
		Stock Options			9/2/2014			—			—			—			—			5,330			—		$	57.05		$	174,611
		Restricted Stock			9/2/2014			—			—			—			—			5,278	(h)		—			—		$	171,957
		Restricted Stock			9/2/2014			—			—			—			—			22,624	(i)		—			—		$	678,946
		Restricted Stock			9/2/2014			—			—			—			—			13,091	(j)		—			—		$	746,841
		Restricted Stock			12/4/2014			—			—			—			—			19,531	(k)		—			—		$	1,212,289
Bruce Levy		Bonus(b)			—			—		$	98,945		$	197,890			—			—			—			—			—
		Stock Options			9/2/2014			—			—			—			—			3,350			—		$	57.05		$	109,746
		Restricted Stock			9/2/2014			—			—			—			—			3,318	(h)		—			—		$	108,100
Kindel L. Elam		Bonus(b)			—			—		$	99,750		$	199,500			—			—			—			—			—
		Stock Options			9/2/2014			—			—			—			—			3,472			—		$	57.05		$	113,743
		Restricted Stock			9/2/2014			—			—			—			—			3,439	(h)		—			—		$	112,043
		Restricted Stock			9/2/2014			—			—			—			—			11,312	(i)		—			—		$	339,473
		Restricted Stock			9/2/2014			—			—			—			—			6,546	(j)		—			—		$	373,449

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(a)

Non-equity incentive plan compensation for Messrs. Stagner, Weiss, Black and Murphy is determined and paid in accordance with the terms of their respective employment agreements, and is based on achievement of Company performance targets relating to the Company's Adjusted EBITDA that were approved by the Compensation Committee.

(b)

Non-equity incentive plan compensation for Mr. Levy and Ms. Elam is determined and paid in accordance with the terms of their respective letter agreements, as further adjusted by the Compensation Committee, and is based on achievement of Company performance targets relating to the Company's Adjusted EBITDA that were approved by the Compensation Committee.

(c)

These amounts represent threshold, target and maximum bonus opportunities under the Executive Annual Incentive Plan for each of the named executive officers, utilizing the bonus target percentages set forth in their respective employment agreements or offer letters and the annual salary level applicable to the named executive officer at the end of the fiscal year. For example, Mr. Stagner is entitled to receive a bonus equal to 75% of his annual base salary if the Adjusted EBITDA bonus target level is met. As described above under "—Compensation Discussion and Analysis—Elements of Executive Officer Compensation—Bonus and Short-Term Incentive Arrangements," for fiscal year 2014, the updated Adjusted EBITDA threshold was $162.7 million. If the Company's Adjusted EBITDA was equal to or less than $162.7 million, no bonus would be paid to the executive officers. Once the threshold is satisfied, the actual payout amount is a function of the amount by which the threshold is exceeded up to the maximum amount, calculated by linear interpolation within that range. The maximum amount does not reflect the potential of any supplemental bonus pool, whereby our executive officers are eligible to share in an incremental bonus pool of 10% of the actual amount of annual Adjusted EBITDA in excess of the annual Adjusted EBITDA maximum level target, as the supplemental bonus pool is not subject to a maximum cap. The actual amount of the bonus earned by each named executive officer for fiscal year 2014 is reported in the "Summary Compensation Table" under the heading "Non-Equity Incentive Plan Compensation." For a description of the supplemental bonuses and performance targets relating to the Company's bonus opportunities for fiscal year

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2014, please refer to "—Compensation Discussion and Analysis—Elements of Named Executive Officer Compensation—Bonus and Short-Term Incentive Arrangements" above.

(d)

All stock option awards included in this column were granted under the Omnibus Plan on September 2, 2014. The option award is subject to a four-year service-based vesting schedule. For a description of the stock option awards, please refer to "—Compensation Discussion and Analysis—Elements of Named Executive Officer Compensation—Long-Term Stock-Based Incentive Arrangements".

All shares of restricted stock included in this column were granted under the Omnibus Plan on September 2, 2014 and, in the case of Mr. Murphy, on December 4, 2014. For a description of the awards of shares of restricted stock, please refer to "—Compensation Discussion and Analysis—Elements of Named Executive Officer Compensation—Long-Term Stock-Based Incentive Arrangements".

(e)

The exercise price of the stock options is the fair market value of a share of our common stock on the date of grant, which was determined to equal the closing market price of one share of common stock of the Company on the date of grant.

(f)

Amounts shown reflect the fair value of the stock option awards and awards of shares of restricted stock on the grant date. The underlying valuation assumptions for stock option awards are further discussed in Note 14 to the 2014 Financials, which are included in the 2014 Annual Report.

(g)

Effective July 30, 2014, Mr. Black entered into an amendment to his employment agreement with the Company which, among other things, eliminated his eligibility to receive a bonus under the Executive Annual Incentive Plan and equity grants under the Omnibus Plan and forfeited his eligibility for long-term equity grants in fiscal year 2014.

(h)

These restricted shares granted on September 2, 2014 are subject to a four-year market-based vesting schedule, vesting 25% annually, if the Company satisfies specified stock price increase targets.

(i)

These restricted shares granted on September 2, 2014 are subject to a four-year market-based vesting schedule shares, vesting 50% every two years, if the Company satisfies specified stock price increase targets.

(j)

These restricted shares granted on September 2, 2014 will vest 50% on the second anniversary of the grant date and the remainder on the fourth anniversary of the grant date, subject to named executive officer's continued employment with the Company through such date.

(k)

These restricted shares granted on December 4, 2014 will vest in full on the first anniversary of the grant date, subject to Mr. Murphy's continued employment with the Company through such date.

Narrative Disclosure to Summary Compensation Table and Grant of Plan-Based Awards Table

        Each of our named executive officers is party to an employment agreement (in the cases of Messrs. Stagner, Weiss, Black and Murphy) or a letter agreement (in the cases of Mr. Levy and Ms. Elam), each of which provides for a base salary and other benefits, as described above in "—Compensation Discussion and Analysis." All of our named executive officers are eligible to participate in our Executive Nonqualified Excess Plan (our nonqualified deferred compensation plan) and our benefit plans and programs.

        Our named executive officers were also eligible to receive bonuses based on the Company's achievement of an Adjusted EBITDA target for fiscal year 2014, as described above under "—Compensation Discussion and Analysis—Elements of Executive Officer Compensation—Bonus and Short-Term Incentive Arrangements" and "—Compensation of Named Executive Officers—Grants of Plan-Based Awards Table". For fiscal year 2014, the Adjusted EBITDA target was set by the Compensation Committee, after consultation with our CEO, CFO and CSO, in March 2014 and was subsequently adjusted by the Compensation Committee to take into account the incremental earnings expected to be generated by the acquisitions completed by the Company during fiscal year 2014. If the Adjusted EBITDA target was achieved, Mr. Stagner was entitled to receive a target bonus equal to 75% of his base salary, Messrs. Weiss and Murphy were each entitled to receive a target bonus equal to 50% of his base salary, and Mr. Levy and Ms. Elam were each entitled to receive a target bonus equal to 35% of his or her base salary. Effective July 30, 2014, Mr. Black was no longer eligible to receive a bonus payment. If the Company achieved between 0% and 100% of the revised Adjusted EBITDA target above the threshold, the cash bonus would be determined by linear interpolation between the target percentages described above. If the Company achieved greater than 100% of the annual Adjusted EBITDA target, each named executive officer had the opportunity to receive a bonus of up to two times his or her respective target cash bonus. Actual Adjusted EBITDA for fiscal year 2014 exceeded both the threshold and target levels, so bonuses of 119.2% of bonus targets were paid.

        In addition to the bonuses described above, our named executive officers are eligible to share with other members of the senior management of the Company in an incremental bonus pool of 10% of the actual amount of annual Adjusted EBITDA in excess of the annual Adjusted EBITDA maximum level target. The maximum level was not satisfied in fiscal year 2014 so no incremental bonus was paid.

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        We believe that the majority of our named executive officers' total compensation should be tied to variable, performance-based compensation in the form of an annual cash bonus incentive, which encourages profitable and significant performance over the prior year, and periodic long-term equity awards, which focus on long-term objectives and increases in market value. Our equity awards are further split between service-based and market-based vesting to further balance stability and retention with our continued growth and performance philosophy. From time to time, we expect that our actual practice may necessarily deviate from this overall philosophy, as the Compensation Committee will consider outstanding equity interests of our executive officers and the timing of equity awards when determining whether new equity grants should be made in a fiscal year and, if so, the size of such grants. Performance-based compensation and market-based compensation (in the form of a market-based restricted stock grant) are calculated as a percentage of the employee's base salary, which means that more senior, highly-compensated employees will receive a greater percentage of their total compensation in the form of performance-based or market-based compensation. We believe this is appropriate as such employees, including the named executive officers, have more influence and control over the performance of the Company. As an example, for fiscal year 2014, Mr. Stagner received $538,156 in performance-based compensation, which would have represented approximately 25.9% of his total compensation. Performance-based compensation comprised approximately 6.6% to 21.6% of total compensation for our other named executive officers in fiscal year 2014 (excluding Mr. Black who was not eligible to receive performance-based compensation). Long-term, market-based compensation (in the form of a market-based restricted stock grant) represented approximately 21.3% of Mr. Stagner's total actual compensation and approximately 16.1% to 34.9% of total actual compensation for our other named executive officers (excluding Mr. Black who was not eligible to receive market-based compensation). We expect that as we continue to grow as a publicly-traded company, a continued emphasis will be placed on performance-based compensation, in the form of the annual cash bonus incentive, and long-term market-based incentives, primarily in the form of equity-based awards. As a result, grants of equity-based awards may be made on a regular, annual basis, which we believe will reflect our overall compensation philosophy.

        The remainder of our executive officer compensation is comprised of fixed, guaranteed compensation (i.e. base salary) in order to provide our executive officers with a stable income stream that is commensurate with their responsibilities and competitive market conditions, as well as to provide our executive officers with a secure environment that will encourage them to take well-informed risks for the benefit of our Company and our stockholders. Annual base salary represented approximately 28.9% of Mr. Stagner's total actual compensation and approximately 11.2% to 42.5% of total actual compensation for our other named executive officers (excluding Mr. Black whose annual base salary represented approximately 91.6% of his total compensation for fiscal year 2014 due to his non-eligibility for the Executive Annual Incentive Plan bonus award and equity grants). Our Company continues to follow an aggressive growth philosophy, whether through acquisitions or organic growth, and management must balance the pursuit of that philosophy with continued profitability and compliance with new regulations and requirements, such as the obligations of operating as a publicly-traded company. To minimize the distractions of our executive officers and encourage them to remain focused, we believe it is necessary to provide a stable income stream at a competitive level.

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Outstanding Equity Awards at Fiscal Year End Table

        The following table summarizes the number of stock options for each named executive officer as of February 3, 2015, the last day of fiscal year 2014. Stock options were granted by the Company under our Omnibus Plan and represent options to purchase common stock of the Company.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END TABLE

		OPTION AWARDS																		STOCK AWARDS
Name		Grant Date			Number of Securities Underlying Unexercised Options— Exercisable (#)			Number of Securities Underlying Unexercised Options— Unexercisable (#)(f)			Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)(g)			Option Exercise Price ($)(h)			Option Expiration Date(i)			Number of Shares of Stock That Have Not Vested (#)			Market Value of Shares of Stock That Have Not Vested ($)(j)			Equity Incentive Plan Awards: Number of Unearned Shares That Have Not Vested (#)(k)			Equity Incentive Plan Awards: Market Value of Unearned Shares That Have Not Vested ($)
R. Stephen Stagner			11/17/2011	(a)		117,411	(b)		56,529			—		$	19.00			11/17/2021			—			—			—			—
			9/4/2013	(c)		5,877			17,631			—		$	41.25			9/4/2023			9,404		$	538,003			—			—
			9/2/2014			—			13,706			—		$	57.05			9/2/2024			13,573		$	776,511			—			—
Alexander S. Weiss			4/24/2013	(a)		7,875	(d)		27,125			—		$	36.84			4/24/2023			—			—			—			—
			9/4/2013	(c)		1,146			3,438			—		$	41.25			9/4/2023			1,834		$	104,923			—			—
			9/2/2014			—			5,330	(l)		—		$	57.05			9/2/2024			5,278	(m)	$	301,954			—			—
			9/2/2014			—			—			—			—			—			17,858	(n)	$	1,021,656			—			—
Jim R. Black			11/17/2011	(a)		28,266	(b)		—			—		$	19.00			11/17/2021			—			—			—			—
			9/4/2013	(c)		—			—			—			—			—			—			—			—			—
			9/2/2014			—			—			—			—			—			—			—			—			—
Kenneth E. Murphy III			11/17/2011	(a)		34,152	(b)		16,444			—		$	19.00			11/17/2021			—			—			—			—
			9/4/2013	(c)		1,724			5,172			—		$	41.25			9/4/2023			2,759		$	157,842			—			—
			9/2/2014			—			5,330	(l)		—		$	57.05			9/2/2024			5,278	(m)	$	301,954			—			—
			9/2/2014			—			—			—			—			—			35,715	(n)	$	2,043,255			—			—
			12/4/2014			—			—			—			—			—			19,531	(o)	$	1,117,369			—			—
Bruce Levy			11/17/2011	(a)		23,824	(b)		11,471			—		$	19.00			11/17/2021			—			—			—			—
			9/4/2013	(c)		1,552			4,656			—		$	41.25			9/4/2023			2,484		$	142,110			—			—
			9/2/2014			—			3,350	(l)		—		$	57.05			9/2/2024			3,318		$	189,823			—			—
Kindel L. Elam			8/13/2012	(a)		8,376	(e)		19,408			—		$	29.26			8/13/2022			—			—			—			—
			9/4/2013	(c)		1,222			3,668			—		$	41.25			9/4/2023			1,956		$	111,903			—			—
			9/2/2014			—			3,472	(l)		—		$	57.05			9/2/2024			3,439	(m)	$	196,745			—			—
			9/2/2014			—			—			—			—			—			17,858	(n)	$	1,021,656			—			—

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(a)

Reflects stock options granted under the Omnibus Plan that are subject to service-based vesting conditions and stock options granted under the Omnibus Plan that are subject to market-based vesting conditions for which the conditions have been satisfied at the end of the fiscal year. Such service-based stock options vest in equal annual installments over five years beginning on the first anniversary of the grant date, and the market-based stock options are subject to a four-year market-based vesting schedule beginning on the first anniversary of the grant date, with such vesting tied to specified stock price increase targets.

(b)

Reflects stock options with service-based vesting conditions that vested on November 17, 2012, November 17, 2013 and November 17, 2014 and stock options with market-based vesting conditions that vested on November 17, 2012, November 17, 2013 and November 17, 2014.

(c)

Reflects stock options granted on September 4, 2013 under the Omnibus Plan that are subject to service-based vesting conditions, which will vest in four equal annual installments on each anniversary of the grant date until fully vested. Also reflects awards of shares of restricted stock granted on September 4, 2013 under the Omnibus Plan that are subject to market-based vesting conditions, which, subject to the satisfaction of specified stock price increase targets, will vest in four equal annual installments at the end of each fiscal year following the first anniversary of the grant date until fully vested.

(d)

Reflects stock options with service-based vesting conditions that vested on April 24, 2013 and April 24, 2014 and stock options with market-based vesting conditions that vested on April 24, 2013 and April 24, 2014.

(e)

Reflects stock options with service-based vesting conditions that vested on August 13, 2013 and August 13, 2014 and stock options with market-based vesting conditions that vested on August 13, 2013 and August 13, 2014.

(f)

Reflects stock options that are subject to service-based vesting conditions or market-based vesting conditions in the future.

(g)

Reflects stock options that were subject to market-based vesting conditions measured on the applicable grant date anniversary during fiscal year 2014, which were not satisfied.

(h)

The exercise price of stock options is the fair market value of a share of our common stock on the grant date. The exercise price for the stock options granted on November 17, 2011 was $19.00 per share, and was determined based on the per share offering price of our common stock in the IPO. The exercise price for the stock options granted on August 13, 2012, April 24, 2013, September 4, 2013 and September 2, 2014 were $29,26, $36.84, $41.25 and $57.05 per share, respectively, and was determined based on the per share closing market price of our common stock on the date of grant.

(i)

All stock options have a ten-year term.

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(j)

Calculated using the closing market price on February 3, 2015, the last day of the Company's 2014 fiscal year, which was $57.21.

(k)

Reflects awards of shares of restricted stock that were subject to market-based vesting conditions measured on the applicable grant date anniversary during fiscal year 2014, which were not satisfied.

(l)

Reflects stock options granted on September 2, 2014 under the Omnibus Plan that are subject to service-based vesting conditions, which will vest in four equal annual installments on each anniversary of the grant date until fully vested.

(m)

Reflects awards of shares of restricted stock granted on September 2, 2014 under the Omnibus Plan that are subject to market-based vesting conditions, which, subject to the satisfaction of specified stock price increase targets, will vest in four equal annual installments at the end of each fiscal year following the first anniversary of the grant date until fully vested.

(n)

Reflects awards of shares of restricted stock granted on September 2, 2014 under the Omnibus Plan that are subject to (i) market-based vesting conditions, which, subject to the satisfaction of specified stock price increase targets, will vest in two equal installments on the second and fourth anniversaries of the grant date until fully vested or (ii) service-based vesting conditions, which will vest in two equal installments on the second and fourth anniversaries of the grant date until fully vested.

(o)

Reflects awards of shares of restricted stock granted on December 4, 2014 under the Omnibus Plan that are subject to service-based vesting conditions, which will vest in full on the first anniversary of the grant date.

Option Exercises and Stock Vested Table

OPTION EXERCISES AND STOCK VESTED DURING FISCAL YEAR 2014 TABLE

		Option Awards								Stock Awards
Name		Number of Shares Acquired on Exercise (#)			Value Realized on Exercise ($)					Number of Shares Acquired on Vesting (#)(a)			Value Realized on Vesting ($)(b)
R. Stephen Stagner			—			—					3,134		$	196,470
Alexander S. Weiss			—			—					611		$	38,304
Jim R. Black			61,446	(c)	$	2,103,410	(d)				1,462		$	91,653
Kenneth E. Murphy III			—			—					919		$	57,612
Bruce Levy			—			—					827		$	51,845
Kindel L. Elam			2,500	(e)	$	68,968	(f)				652		$	40,874

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(a)

Reflects awards of shares of restricted stock granted on September 4, 2013 under the Omnibus Plan that vested on September 4, 2014.

(b)

Calculated by multiplying the market price on the vesting date, September 4, 2014 ($62.69 per share) by the number of shares of restricted stock vesting on such date. This amount is not reduced for taxes.

(c)

Reflects exercise of stock options, and immediate sale of the shares acquired upon exercise, on May 12, 2014, June 2, 2014, July 1, 2014, October 9, 2014 and December 1, 2014, as reflected in the Form 4 filings made by the named executive officer.

(d)

Calculated as the difference between the option exercise price and the price for which the underlying shares were sold upon exercise multiplied by the number of shares sold. This amount reflects the aggregate value received through the sale of option shares during the fiscal year by the named executive officer and is not reduced for commissions or taxes.

(e)

Reflects exercise of stock options, and immediate sale of the shares acquired upon exercise, on October 10, 2014.

(f)

Calculated as the difference between the option exercise price ($29.26 per share) and the price for which the underlying shares were sold upon exercise ($56.847) multiplied by the number of shares sold. This amount is not reduced for commissions or taxes.

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Non-Qualified Deferred Compensation Table

        The following table shows the amounts held by our named executive officers under the Company's Executive Nonqualified Excess Plan, our non-qualified deferred compensation plan, for fiscal year 2014.

NON-QUALIFIED DEFERRED COMPENSATION TABLE

Name		Executive Contributions in Last Fiscal Year ($)(a)			Registrant Contributions in Last Fiscal Year ($)(b)			Aggregate Earnings in Last Fiscal Year ($)(c)			Aggregate Withdrawals/ Distributions ($)			Aggregate Balance at End of Fiscal Year 2014 ($)
R. Stephen Stagner		$	9,600			—		$	21,007			—		$	407,594
Alexander S. Weiss			—			—			—			—			—
Jim R. Black			—			—			—		$	69,780			—
Kenneth E. Murphy III		$	24,816			—		$	35,142		$	58,406		$	165,755
Bruce Levy			—			—			—			—			—
Kindel L. Elam			—			—			—			—		$	69,122

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(a)

All amounts deferred by the named executive officers for fiscal year 2014 have also been reported in the "Summary Compensation Table" above.

(b)

No Company contributions or credits were made into this plan for fiscal year 2014.

(c)

Reflects market-based earnings on amounts credited to participant's accounts under the plan.

        The Executive Nonqualified Excess Plan is an unfunded, unsecured nonqualified deferred compensation plan under which certain management employees may elect to defer all or a portion of their base salaries and annual bonuses until a specified date or event. All amounts credited to a participant's account under the plan are notionally invested in mutual funds or other investments available in the market.

        Under the Executive Nonqualified Excess Plan, participants are 100% vested in their elective deferrals at all times and become 100% vested in Company contributions upon attainment of age 55, a change of control, or the participant's death or disability. Company contributions vest on a graded schedule beginning with 20% after a participant has completed three years of service, and 20% in each year thereafter until the participant is 100% vested after completing seven years of service. Distributions will occur upon the earliest of (a) a participant's separation from service, (b) the disability of a participant, (c) the death of a participant, (d) a change in control event, or (e) an unforeseeable emergency. In certain instances, a participant may designate certain deferrals as "in-service" or "education" credits, which would permit the participant to receive a distribution of such amount on a specified date. Plan assets are held within a rabbi trust and the Company is restricted from accessing the assets.

Potential Payments Upon Termination or Change in Control

        Each of our named executive officers, other than Mr. Levy and Ms. Elam, is entitled to receive certain benefits upon a qualifying termination of employment. Mr. Levy and Ms. Elam are not entitled to receive any severance benefits upon a termination of employment except as provided in our severance policy, which permits the payment of up to six months' salary to certain executive leaders, including Mr. Levy and Ms. Elam, upon termination of employment by the Company. The benefits that Messrs. Stagner, Weiss, Murphy and Black are entitled to receive upon a termination of employment are set forth in their respective employment agreements.

        The following table summarizes the payments that would have been made to our named executive officers upon the occurrence of a qualifying termination of employment or change in control of the

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Company, assuming that each named executive officer's termination of employment or a change in control occurred on February 3, 2015, the last business day of our 2014 fiscal year.

        Mr. Black retired from employment with the Company effective February 3, 2015. He did not receive any cash severance in connection with his termination of employment but is entitled to receive continuation of medical and dental coverage (unless and until he becomes covered by another employer's medical and dental plans) for twelve months. Using the COBRA premium rates for medical and dental coverage in effect at the end of fiscal year 2014, this amount will be $10,700.

Potential Payment Upon Termination or Change in Control

Named Executive Officer		Benefit		Change of Control ($)(c)			Without Cause or For Good Reason ($)(d)			Non-Renewal (by Company) ($)(d)			Death ($)(d)			Disability ($)(d)
R. Stephen Stagner		Cash Severance(a)			—		$	900,000		$	900,000		$	900,000		$	900,000
		Health/Welfare(b)			—		$	22,954		$	22,954		$	22,954		$	22,954
Alexander S. Weiss		Cash Severance(a)			—		$	525,000		$	525,000		$	525,000		$	525,000
		Health/Welfare(b)			—		$	16,052		$	16,052		$	16,052		$	16,052
Kenneth E. Murphy III		Cash Severance(a)			—		$	500,000		$	375,000		$	500,000		$	500,000
		Health/Welfare(b)			—		$	15,303		$	15,303		$	15,303		$	15,303
Bruce Levy		Cash Severance(a)			—		$	141,350			—			—			—
		Health/Welfare			—			—			—			—			—
Kindel L. Elam		Cash Severance(a)			—		$	142,500			—			—			—
		Health/Welfare			—			—			—			—			—

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(a)

The cash severance for Messrs. Stagner, Weiss and Murphy is determined under their respective employment agreements. The cash severance for Mr. Levy and Ms. Elam is based upon our severance policy, which permits the payment of up to six months' salary to certain executive leaders, including the named executive officers, upon termination of employment by the Company. The amounts in the table above do not include any annual bonus that was earned by its terms as of the last day of fiscal year 2014. For a description of the employment agreements for Messrs. Stagner, Weiss and Murphy, please see "—Compensation Discussion and Analysis—Elements of Executive Officer Compensation—Employment and Severance Agreements" above.

(b)

These figures are based upon COBRA premium rates for medical and dental coverage in effect at the end of fiscal year 2014.

(c)

None of the employment agreements provide for payment of benefits solely in the event of a change of control.

(d)

For a discussion of each named executive officer's benefits in the event of a termination of employment due to the reason specified in the heading of each column, please see below. With respect to a termination due to disability, Messrs. Stagner, Weiss and Murphy are, pursuant to their respective employment agreements, also entitled to continuation of disability insurance coverage to the extent necessary to continue benefits that the executive became entitled to receive prior to the termination of his employment with the Company. These benefits have not been quantified for purposes of this table.

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Termination by the Company for Cause or Resignation by Executive Without Good Reason

        Upon termination of employment by the named executive officer other than for good reason, or by the Company for cause, each named executive officer is only entitled to receive earned but unpaid base salary and any accrued and unpaid benefits pursuant to our employee benefit plans or programs in which the executive officer participates on his or her last day of employment ("Accrued Compensation").

Termination by Company Without Cause or Resignation by Executive for Good Reason

        In accordance with the employment agreements of Messrs. Stagner, Weiss and Murphy, if the named executive officer's employment is terminated without cause (as such term is defined in their respective agreements) or the named executive officer terminates his employment for good reason (as such term is defined in their respective agreements), then the named executive officer is, subject to his compliance with post-termination obligations relating to confidentiality, intellectual property, non-competition and non-solicitation, entitled to the following:

•

For Messrs. Stagner and Weiss:



•

Eighteen months' salary continuation;



•

Eighteen months' continuation of medical and dental coverage (unless and until he becomes covered by another employer's medical and dental plans);



•

If such termination or resignation is on or after the last day of any fiscal year for which a bonus is payable, the amount of such bonus ("Accrued Bonus Payment"); and



•

Accrued Compensation.



•

For Mr. Murphy:



•

Twelve months' salary continuation;



•

Twelve months' continuation of medical and dental coverage (unless and until he becomes covered by another employer's medical and dental plans);



•

Accrued Bonus Payment; and



•

Accrued Compensation.

        Although not specified in their respective letter agreements, in accordance with our severance policy, if the employment of Mr. Levy or Ms. Elam is terminated by the Company without cause, such named executive officer is entitled to up to six months' salary continuation together with any Accrued Compensation.

Termination Due to Death or Disability

        Upon termination of Messrs. Stagner, Weiss or Murphy's employment due to death, the estate of such named executive officer will be entitled to the executive officer's Accrued Compensation and Accrued Bonus Payment.

        In addition, if Messrs. Stagner, Weiss or Murphy's employment is terminated due to death, his estate will also be entitled to eighteen months' salary continuation, in the cases of Messrs. Stagner or Weiss, and twelve months' salary continuation, in the case of Mr. Murphy.

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        Upon termination due to disability, Messrs. Stagner, Weiss and Murphy will each be entitled to Accrued Compensation, Accrued Bonus Payment, and to the following amounts:

•

Salary continuation (less the amount that the executive officer receives pursuant to any Company-sponsored long-term disability insurance policy) for eighteen months for Messrs. Stagner and Weiss and twelve months for Mr. Murphy;



•

Premiums for medical and dental coverage for eighteen months for Messrs. Stagner and Weiss and twelve months for Mr. Murphy; and



•

Continuation of disability insurance coverage to the extent necessary to continue benefits that the executive officer became entitled to receive prior to the termination of his employment with the Company.

        Mr. Levy and Ms. Elam are not entitled to any termination payments under these circumstances, other than Accrued Compensation.

Termination Due to Non-Renewal of Term

        The employment agreements of Messrs. Stagner, Weiss and Murphy provide that the term of their employment will be automatically extended for subsequent one-year terms, unless three months' written notice of non-renewal is provided by either the Company or the named executive officer. If Messrs. Stagner or Weiss provides such notice to us, he is only entitled to Accrued Compensation. If Mr. Murphy provides such notice to us, he is entitled to Accrued Compensation and the Accrued Bonus Payment. However, if the Company provides such notice to the named executive officer, the named executive officer is entitled to the following:

•

Messrs. Stagner and Weiss are entitled to the benefits to which they would be entitled if the Company terminated such executive officer's employment without cause, or if they resigned for good reason, as described above in "—Termination by Company Without Cause or Resignation by Executive for Good Reason".



•

Mr. Murphy is entitled to the following benefits:



•

Nine months' salary continuation;



•

Nine months' continuation of medical and dental coverage (unless and until he becomes covered by another employer's medical and dental plans);



•

Accrued Bonus Payment; and



•

Accrued Compensation.

Restrictive Covenants

        Under the terms of their respective agreements and letter agreements, each named executive officer has agreed to confidentiality obligations during and after employment. Under their employment agreements and letter agreements, each named executive officer has also agreed to the following:

•

Mr. Stagner has agreed to non-competition and non-solicitation obligations for eighteen months following employment termination.



•

Messrs. Weiss, Murphy and Levy have agreed to non-competition and non-solicitation obligations for twelve months following employment termination.



•

Ms. Elam has not agreed to non-competition and non-solicitation obligations.

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DIRECTOR COMPENSATION

        Under our independent director compensation policy, which was approved by our Board on January 27, 2012 and amended on November 1, 2012 and January 6, 2014, each member of our Board who meets all of the applicable independence requirements set forth therein (including the heightened independence standards applicable to audit committee members under the NASDAQ Rules) is eligible to receive compensation for his or her services as a director as set forth below. Currently, only Messrs. Creager, Eitel, Fortunato, Mittelstaedt and Tinsey are eligible to receive compensation under the policy.

•

Base Compensation.  Each independent director receives an annual retainer of $50,000, payable in four equal installments at the beginning of each fiscal quarter for services provided to our Board. Directors do not receive payment (calculated on a pro rata basis) in respect of any fiscal quarter during which they did not serve as a director for the full quarterly period. Directors may elect to receive the annual cash retainer in a single grant of shares of restricted stock having an aggregate equivalent value on the first day of the fiscal year, determined by dividing $50,000 by the average closing market price of the Company's common stock over the 30 trading days immediately preceding the first day of the fiscal year.



•

Committees.  Each independent director who serves on a committee of the Board will receive an annual retainer of $5,000, even if such director is not the chair of the committee. Further, the independent director who serves as the chair of the Audit Committee will receive an additional annual retainer of $25,000 and an independent director who serves as the chair of any other committee will receive an additional annual retainer of $10,000 per committee chair position. All committee fees are payable at the beginning of each fiscal year.



•

Reimbursement of Travel and Other Expenses.  Each independent director is reimbursed for his ordinary and reasonable expenses in connection with attending meetings of our Board and any committee thereof on which he serves.



•

Restricted Stock Grants.  Each independent director received an annual grant of restricted stock under the Omnibus Plan with a fair market value equal to $50,000. Subject to such director's continued service as an independent director, such restricted stock becomes fully vested on the first anniversary of the date of grant. Directors do not receive restricted stock (calculated on a pro rata basis) in respect of any fiscal quarter during which they did not serve as a director for the full quarterly period.

        Except for reimbursement for reasonable travel expenses relating to attendance at Board and committee meetings, directors who do not meet the criteria of our independent director compensation policy, such as employee directors (currently Messrs. Stagner and Carlsen) and directors affiliated with J.W. Childs (currently Messrs. Childs, Fiorentino, Suttin and Watts), are not compensated for their services as directors.

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        The following table summarizes compensation paid to each non-employee director during fiscal year 2014:

DIRECTOR COMPENSATION TABLE

Name		Fees Earned or Paid in Cash ($)(a)			Stock Awards ($)(a)			Option Awards ($)(a)			Non-Equity Incentive Plan Compensation ($)(b)			All Other Compensation ($)(c)			Total ($)
John W. Childs			—			—			—			—		$	5,358		$	5,358
Robert E. Creager		$	59,167	(d)	$	37,500			—			—			—		$	96,667
Charles R. Eitel		$	74,167	(d)	$	50,000			—			—		$	8,775		$	132,942
David A. Fiorentino			—			—			—			—		$	5,595		$	5,595
Joseph M. Fortunato		$	55,000		$	50,000			—			—		$	4,511		$	109,511
Ronald J. Mittelstaedt		$	25,000		$	25,000			—			—		$	420		$	50,420
Adam L. Suttin			—			—			—			—		$	13,451		$	13,451
Frederick C. Tinsey III		$	60,417	(d)	$	50,000			—			—		$	4,041		$	114,458
William E. Watts			—			—			—			—		$	26,561		$	26,561

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(a)

Non-employee directors affiliated with J.W. Childs (currently Messrs. Childs, Fiorentino, Suttin and Watts) do not receive compensation for their services as directors other than reimbursement of reasonable travel expenses.

(b)

Non-employee directors are not eligible to participate in the Company's non-equity incentive plans.

(c)

Refers to reimbursement of reasonable travel expenses. Mr. Tinsey also purchased a mattress at a discount under the Company's Associate Product Discount Policy, which is available to all directors and employees of the Company.

(d)

Includes a pro rata portion of fees relating to service as the Audit Committee Chairman during a portion of fiscal year 2014.

AUDIT COMMITTEE MATTERS

        The Audit Committee Report below shall not be deemed to be "soliciting material" or to be filed with the SEC or subject to Regulation 14A or 14C under the Exchange Act, or to the liabilities of Section 18 of the Exchange Act. Notwithstanding anything to the contrary set forth in any of the Company's previous filings under the Securities Act or the Exchange Act that might incorporate future filings, including this proxy statement, in whole or in part, the Audit Committee Report below shall not be incorporated by reference into any such filings.

Audit Committee Report

        This report is furnished by the Company's Audit Committee with respect to the Company's financial statements for fiscal year 2014.

        The Company's management is responsible for the preparation and presentation of complete and accurate financial statements. The independent registered public accounting firm, Deloitte & Touche LLP, is responsible for performing an independent audit of the Company's financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB") and for issuing a report on its audit. The Audit Committee oversees and monitors the Company's management and the independent registered public accounting firm throughout the financial reporting process.

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        In performing its oversight role, the Audit Committee has reviewed and discussed with management of the Company the Company's audited financial statements for fiscal year 2014. Management represented to the Audit Committee that the Company's financial statements were prepared in accordance with generally accepted accounting principles. The Audit Committee has also discussed with Deloitte & Touche LLP the matters required to be discussed by Statement on Auditing Standards 61, Communication with Audit Committees (Codification of Statements on Auditing Standards, AU 380), as amended, and as adopted by the PCAOB in Rule 3200T, as in effect for the Company's fiscal year 2014. The Audit Committee has received the written disclosures and the letter from Deloitte & Touche LLP as required by applicable requirements of the PCAOB regarding their communication with the Audit Committee concerning independence, and has discussed with them their independence from the Company. The Committee also has considered whether, and to what extent, if any, the fact that Deloitte & Touche LLP may, from time-to-time, provide non-audit services to the Company, is compatible with maintaining the auditors' independence and has discussed this with Deloitte & Touche LLP.

        Based on the review and discussions referred to above, and subject to the limitations on the role and responsibilities of the Audit Committee in its charter, the Audit Committee recommended to the Board that the Company's audited financial statements for fiscal year 2014 be included in the 2014 Annual Report. Such report was filed with the SEC on April 3, 2015.

        The Audit Committee has appointed Deloitte & Touche LLP as the independent registered accounting firm of the Company for fiscal year 2015 and intends to submit such recommendation to the Company's stockholders for ratification (but not for approval) at the Company's 2015 Annual Meeting of Stockholders.

Submitted by the Audit Committee
Robert E. Creager, Chair
Joseph M. Fortunato
Ronald J. Mittelstaedt

Independent Registered Public Accounting Firm

        The following table sets forth information regarding the fees for professional services rendered by the Company's prior independent registered public accounting firm, Grant Thornton LLP, and current independent registered public accounting firm, Deloitte & Touche LLP, in each of the last two fiscal years:

Type of Fee		Year Ended January 28, 2014			Year Ended February 3, 2015
Audit Fees		$	1,412,220	(a)	$	1,751,390
Audit-Related Fees		$	126,595	(b)		—
Tax Fees			—			—
All Other Fees		$	11,604	(c)	$	1,056,285	(c)

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(a)

Of the amount shown, $37,300 was paid to the Company's prior independent registered public accounting firm, Grant Thornton LLP, and the remainder was paid to the Company's current independent registered public accounting firm, Deloitte & Touche LLP. Deloitte & Touche LLP became the Company's current independent registered public accounting firm on June 6, 2013.

(b)

This amount was paid to the Company's prior independent registered public accounting firm, Grant Thornton LLP, primarily in connection with Grant Thornton LLP's audit of the Mattress Firm, Inc. 401(k) Plan.

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(c)

Reflects amounts paid to Deloitte & Touche LLP for services relating to acquisition due diligence investigation activities.

        In making its determination regarding the independence of Deloitte & Touche LLP, the Audit Committee considered whether the provision of the services covered in the section entitled "Audit-Related Fees," which consisted primarily of fees related to the Company's benefit plan audit and acquisition- related due diligence, was compatible with maintaining such independence. All of the work performed by Deloitte & Touche LLP was performed by full-time employees of the firm.

        The retention of the independent registered public accounting firm to audit the Company's financial statements is approved each year by the Audit Committee. The Audit Committee also regularly evaluates other potential engagements by the Company of the accounting firm and approves or rejects each service considering (among other factors) the possible impact of each non-audit service on the accounting firm's independence from management. In accordance with its charter, the Audit Committee pre-approves all auditing services and the terms thereof and any non-audit services provided by the independent registered public accounting firm unless an exception to such pre-approval exists under the Exchange Act or the rules of the SEC. The Audit Committee carefully considers the fees that are proposed to be paid in connection with the approval of audit and non-audit services, and then closely monitors the fees incurred in connection with the provision of such services throughout the year. Additionally, subject to ratification by the full Audit Committee, the Audit Committee has delegated its authority to approve the engagement of the Company's independent registered public accounting firm for the provision of non-audit services, not to exceed $100,000. The Audit Committee receives periodic updates from management on the services that have been provided and fees incurred; from time to time, the Audit Committee may also consider and approve the provision of additional services. In the event that a need arises for the approval of additional services between meetings, the services would be considered and provisionally approved by a designated member of the Audit Committee who would present the scope and fees of the services provisionally pre-approved at the following meeting of the Audit Committee.

Audit Committee Pre-Approval Policy

        The Audit Committee approves all engagements of the independent registered public accounting firm in advance including approval of the related fees. The Audit Committee approves an annual budget (and may from time to time approve amendments), which specifies projects and the approved levels of fees for each. All audit and non-audit services provided by the independent registered public accounting firm must be approved by the Audit Committee, through its Chairman, other than non-audit services subject to the de minimis exception set forth in Section 10A of the Exchange Act.

OTHER INFORMATION

Security Ownership of Certain Beneficial Owners and Management

        The following table sets forth information regarding beneficial ownership, as of April 1, 2015, of outstanding shares of common stock by:

•

each person or group known to the Company to own more than 5% of the aggregate number of the Company's common stock;



•

each member of the Board and each of its named executive officers; and



•

all of the Company's directors and executive officers as a group.

        Unless otherwise indicated below, the address for each listed director, officer and unit holder is 5815 Gulf Freeway, Houston, Texas, 77023. Beneficial ownership has been determined in accordance with the applicable rules and regulations promulgated under the Exchange Act. To the Company's

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knowledge, except under applicable community property laws or as otherwise indicated, the persons named in the table have sole voting and sole investment control with respect to all shares shown as beneficially owned. On April 1, 2015, 35,180,066 shares of common stock were outstanding. These amounts have not been reduced by the number of shares of restricted stock, if any, immediately sold on any vesting date to cover taxes assessed in connection with vesting.

		Company Common Stock Beneficially Owned
Name and Address of Beneficial Owner		#			%
Beneficial Owners of 5% or more of the Company's shares:
Investment funds associated with J.W. Childs(1)			14,176,057			40.3	%
Pennant Capital Management, LLC(2)			1,897,121			5.4	%
Prudential Financial, Inc.(3)			2,210,489			6.3	%
Jennison Associates LLC(4)			2,208,836			6.3	%
Stockbridge Partners LLC(5)			2,132,535			6.1	%
40 North Investments, LP(6)			3,371,244			9.6	%
Directors and Executive Officers:
Dale R. Carlsen(7)			435,316			1.2	%
John W. Childs(8)(10)			363,783			1.0	%
Robert E. Creager			829			*
Charles R. Eitel			300			*
Kindel L. Elam(9)			17,479			*
David A. Fiorentino(10)			12,500			*
Joseph M. Fortunato			6,372			*
Bruce Levy(11)			45,155			*
Ronald J. Mittelstaedt			—			*
Kenneth E. Murphy III(12)			67,660			*
R. Stephen Stagner(13)			1,129,444			3.2	%
Adam L. Suttin(10)(14)			—			*
Frederick C. Tinsey III			20,506			*
William E. Watts(10)			2,500			*
Alexander S. Weiss(15)			27,241			*
All executive officers and directors as a group (22 persons)(16)			2,264,133			6.4	%

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*

Indicates beneficial ownership of less than 1%

(1)

As reflected on the Amendment to Schedule 13/D filed with the Securities and Exchange Commission on January 15, 2015. Represents (i) 13,793,303 shares are indirectly owned by Winter Street Opportunities Fund, L.P., a Delaware limited partnership, whose general partner is J.W. Childs Advisors III, L.P., including approximately 2,700 of which are beneficially owned by Winter Street Opportunities Fund, L.P. through its membership interests in JWC Fund III Co-Invest, LLC, and (ii) 385,446 shares are indirectly owned by JWC Fund III Co-Invest, LLC, a Delaware limited liability company, whose managing member is J.W. Childs Associates, L.P. Winter Street Opportunities Fund, L.P. and JWC Fund III Co-Invest, LLC hold their interest in the shares through JWC Mattress Holdings, LLC. J.W. Childs Associates, Inc. has voting and investment control of each of Winter Street Opportunities Fund, L.P. and JWC Fund III Co-Invest, LLC and also manages JWC Mattress Holdings, LLC and, as a result, may be deemed to have indirect beneficial ownership of the securities held by JWC Mattress Holdings, LLC. Each of the J.W. Childs entities referenced above disclaims beneficial ownership of any securities other than the securities directly held by such entity. The business address for each of the J.W. Childs entities is 1000 Winter Street, Suite 4300, Waltham, MA 02451.

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(2)

As reflected on the Schedule 13G/A filed with the Securities and Exchange Commission on February 17, 2015. Includes 1,897,121 shares deemed beneficially owned by Alan Fournier and Pennant Capital Management, LLC. Mr. Fournier and Pennant Capital Management, LLC list their respective addresses as One DeForest Avenue, Suite 200, Summit, New Jersey 07901. According to such Schedule 13G/A, Mr. Fournier and Pennant Capital Management, LLC share voting and dispositive power with respect to such shares.

(3)

As reflected on the Schedule 13G/A filed with the Securities and Exchange Commission on January 27, 2015. Represents (i) 2,208,836 shares of the Company's common stock directly held by Jennison Associates LLC, a subsidiary of Prudential Financial, Inc. and (ii) 1,653 shares of the Company's common stock directly held by Quantitative Management Associates LLC, a subsidiary of Prudential Financial, Inc. Each of the above-referenced entities lists its address as 751 Broad Street, Newark, New Jersey 07102-3777. According to such Schedule 13G/A, Prudential Financial, Inc. holds (i) sole voting power in respect of 159,334 shares of the Company's common stock; (ii) shared voting power in respect of 2,038,897 shares of the Company's common stock; (iii) sole dispositive power in respect of 159,334 shares of the Company's common stock; and (iv) shared dispositive power in respect of 2,051,155 shares of the Company's common stock.

(4)

As reflected on the Schedule 13G/A filed with the Securities and Exchange Commission on February 10, 2015. Includes 2,196,578 shares over which Jennison Associates LLC has sole voting power. Jennison Associates LLC is a subsidiary of Prudential Financial, Inc., which entity also filed a Schedule 13G/A. Jennison Associates LLC lists its address as 466 Lexington Avenue, New York, New York 10017.

(5)

As reflected on the Schedule 13G/A filed with the Securities and Exchange Commission on February 17, 2015. Represents (i) 1,621,225 shares of the Company's common stock directly held by Stockbridge Fund, L.P., (ii) 5,465 shares of the Company's common stock directly held by Stockbridge Absolute Return Fund, L.P., (iii) 346,885 shares of the Company's common stock directly held by Stockbridge Partners LLC, and (iv) 158,960 shares of the Company's common stock directly held by Stockbridge Master Fund (OS), L.P. Stockbridge Associates LLC, a Delaware limited liability company, is the general partner of Stockbridge Fund, L.P., Stockbridge Absolute Return Fund, L.P., and Stockbridge Master Fund (OS), L.P., and, as a result, may be deemed to have indirect beneficial ownership of the securities held by such entities. BPSP, L.P. is the managing member of Stockbridge Partners, LLC. Berkshire Partners Holdings LLC is the general partner of BPSP, L.P. Each of the Stockbridge entities referenced above disclaims beneficial ownership of any securities other than the securities directly held by such entity. Each of the Stockbridge entities lists its address as 200 Clarendon Street, 35th Floor, Boston, Massachusetts 02116.

(6)

As reflected on the Schedule 13D/A filed with the Securities and Exchange Commission on March 26, 2015. 40 North Management LLC, a Delaware limited liability company ("40 North Management"), serves as principal investment manager to 40 North Investments, LP. As such, 40 North Management has been granted investment discretion over portfolio investments, including the shares of the Company's common stock, held for the account of 40 North Investments, LP. David S. Winter and David J. Millstone each serve as members of 40 North Management. 40 North GP, LLC is the sole general partner of 40 North Investments, LP. Each of 40 North Investments, LP, 40 North GP, LLC, 40 North Management, Mr. Winter and Mr. Millstone each list their respective address as 9 West 57th Street, 30th Floor, New York, New York 10019.

(7)

Represents (i) 389,764 shares held by the Dale R. Carlsen Stock Trust U.D.T. August 5, 1997, for which Mr. Carlsen is trustee, (ii) 389,764 shares held by the Dale R. Carlsen Irr. Trust udt 12/26/12, for which Mr. Carlsen is trustee, (iii) 10,952 shares held by the Joseph P. Carlsen 2000 Trust, for which Mr. Carlsen is trustee, (iv) 10,952 shares held by the Meghan E. Carlsen 2000

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Trust, for which Mr. Carlsen is trustee, (v) 11,633 held by the Kathryn W. Carlsen Irr. Trust udt 12/26/12, for which Mr. Carlsen's wife is trustee, and (vi) 382 shares held by the Dale R. Carlsen Family Revocable Trust, for which Mr. Carlsen and his wife are trustees.

(8)

Includes shares of common stock held by the John W. Childs 2013 Charitable Remainder Trust, of which Mr. Childs is the sole trustee and retains the voting and investment rights. Additionally, as Chairman and Chief Executive Officer of J.W. Childs and the sole stockholder of J.W. Childs Associates, Inc., John W. Childs may be deemed to have indirect beneficial ownership of the securities held by JWC Mattress Holdings, LLC, referenced above. Mr. Childs expressly disclaims beneficial ownership of any securities owned beneficially or of record by any person or persons other than himself for purposes of Section 13(d)(3) and Rule 13d-3 of the Exchange Act and expressly disclaims beneficial ownership of any such securities except to the extent of his pecuniary interest therein.

(9)

Includes unexercised vested options to purchase an aggregate of 9,598 shares of the Company's common stock that vested on August 13, 2014 and September 4, 2014, unexercised options to purchase an aggregate of 5,618 shares of the Company's common stock that will vest on August 13, 2015, September 2, 2015 and September 4, 2015, and an aggregate of 1,511 shares of restricted stock that will vest on September 2, 2015 and September 4, 2015 assuming all vesting conditions are satisfied.

(10)

Messrs. Fiorentino, Suttin and Watts are employees of J.W. Childs and, by virtue of this and the relationships described in note (1) above, may be deemed to share voting and dispositive power with respect to the 14,176,057 shares of the Company's common stock directly held by JWC Mattress Holdings, LLC. Each of Messrs. Childs, Fiorentino, Suttin and Watts expressly disclaims beneficial ownership of any securities owned beneficially or of record by any person or persons other than himself for purposes of Section 13(d)(3) and Rule 13d-3 of the Exchange Act and expressly disclaims beneficial ownership of any such securities except to the extent of his pecuniary interest therein.

(11)

Includes unexercised vested options to purchase an aggregate of 25,376 shares of the Company's common stock that vested on November 17, 2012, November 17, 2013, September 4, 2014 and November 17, 2014, unexercised options to purchase an aggregate of 2,389 shares of the Company's common stock that will vest on September 2, 2015 and September 4, 2015, and an aggregate of 1,656 shares of restricted stock that will vest on September 2, 2015 and September 4, 2015 assuming all vesting conditions are satisfied.

(12)

Includes unexercised vested options to purchase an aggregate of 35,876 shares of the Company's common stock that vested on November 17, 2012, November 17, 2013, September 4, 2014 and November 17, 2014, unexercised options to purchase an aggregate of 3,056 shares of the Company's common stock that will vest on September 2, 2015 and September 4, 2015, and an aggregate of 2,238 shares of restricted stock that will vest on September 2, 2015 and September 4, 2015 assuming all vesting conditions are satisfied.

(13)

Includes unexercised vested options to purchase an aggregate of 123,288 shares of the Company's common stock that vested on November 17, 2012, November 17, 2013, September 4, 2014 and November 17, 2014, unexercised options to purchase an aggregate of 9,303 shares of the Company's common stock that will vest on September 2, 2015 and September 4, 2015, and an aggregate of 6,527 shares of restricted stock that will vest on September 2, 2015 and September 4, 2015 assuming all vesting conditions are satisfied.

(14)

Excludes 12,500 shares of the Company's common stock directly held by the Adam L. Suttin Irrevocable Family Trust for the benefit of Mr. Suttin's wife and children, as to which Mr. Suttin

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disclaims beneficial ownership. Mr. Suttin's wife and mother are co-trustees of the Adam L. Suttin Irrevocable Family Trust and collectively hold sole voting and dispositive power over the shares.

(15)

Includes unexercised vested options to purchase an aggregate of 9,021 shares of the Company's common stock that vested on April 24, 2014 and September 4, 2014, unexercised options to purchase an aggregate of 10,353shares of the Company's common stock that will vest on April 24, 2015, September 2, 2015 and September 4, 2015, and an aggregate of 1,930 shares of restricted stock that will vest on September 2, 2015 and September 4, 2015 assuming all vesting conditions are satisfied.

(16)

Includes unexercised vested options to purchase an aggregate of 232,607 shares of the Company's common stock that vested on November 17, 2012, November 17, 2013, April 24, 2014, August 13, 2014, September 4, 2014, and November 17, 2014, unexercised options to purchase an aggregate of 34,476 shares of the Company's common stock that will vest on April 24, 2015, August 13, 2015, September 2, 2015 and September 4, 2015, and an aggregate of 19,072 shares of restricted stock that will vest on April 29, 2015, September 2, 2015 and September 4, 2015 assuming all vesting conditions are satisfied.

Section 16(a) Beneficial Ownership Reporting Compliance

        Section 16(a) of the Exchange Act requires the Company's executive officers, directors and persons who own more than 10% of a registered class of the Company's equity securities to file reports of ownership and changes in ownership with the SEC. Executive officers, directors and greater than 10% stockholders are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file. Based solely on its review of copies of such reports received by it and written representations from certain persons that no other reports were required for those persons, the Company believes that all filing requirements applicable to its officers, directors and greater than 10% stockholders were complied with for fiscal year 2014, except with respect to late Form 4 filed on behalf of each of Messrs. Stagner, Murphy, Weiss, Levy, Woods and Mr. Craig McAndrews and Ms. Forbes and Ms. Cathy Hauslein relating to the grant of shares of restricted stock granted to such officer on September 2, 2014.

Financial and Other Information

        As described above and in the Company's Notice of Internet Availability of Proxy Materials, the Company has made available to you the 2014 Annual Report at http://www.proxyvote.com. The 2014 Annual Report can also be accessed on the Internet at the SEC Filings section of the Investor Relations section of the Company's website, http://www.mattressfirm.com, and at the website of the SEC, http://www.sec.gov. The documents are also available without charge by requesting them in writing from Mattress Firm Holding Corp., 5815 Gulf Freeway, Houston, Texas 77023.

Proposals of Stockholders

Proposals to be included in the proxy statement.

        In order to be included in the Company's proxy materials for presentation at the 2016 Annual Meeting of Stockholders, a stockholder proposal pursuant to Rule 14a-8 as promulgated under the Exchange Act must be received by the Secretary of the Company at 5815 Gulf Freeway, Houston, Texas 77023, not less than 120 days prior to April 10, 2016 and must comply with the requirements of Rule 14a-8 of the Exchange Act. However, if the date of our 2016 Annual Meeting changes by more than 30 days from the date that is the first anniversary of our 2015 Annual Meeting, then the deadline is a reasonable time before we begin to print and mail proxy materials for the 2016 Annual Meeting.

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Other proposals (not to be included in the proxy statement)

        Under the Company's Amended and Restated Bylaws, a stockholder must follow certain procedures to nominate persons for election as directors or to introduce an item of business at an annual meeting of stockholders. Pursuant to the Company's Amended and Restated Bylaws, if you wish to bring business before the 2016 Annual Meeting of Stockholders, you must give written notice thereof which must be received by the Secretary of the Company at 5815 Gulf Freeway, Houston, Texas 77023 not less than 90 days, nor more than 120 days prior to May 27, 2016. Proposals that do not comply with these notice provisions will not be considered at the 2016 Annual Meeting of Stockholders. However, if the date of the 2016 Annual Meeting is more than 30 days before or after May 27, 2016, notice by the stockholder must be so delivered on or before the close of business on the 15th day after the day we first announce publicly the date of the 2016 Annual Meeting.

        A stockholder's notice to the Secretary must set forth as to each matter the stockholder proposes to bring before the annual meeting: (i) a brief description of the proposal desired to be brought before the annual meeting, (ii) the reasons for making the proposal at the annual meeting, (iii) the text of the proposal, (iv) the name and record address of the stockholder making such proposal and any other stockholder or affiliate on whose behalf the proposal is made, (v) the class (and, if applicable, series) and number of shares of stock of the Company that are, directly or indirectly, owned beneficially or of record by the stockholder and any other stockholder or affiliate on whose behalf the proposal is made, (vi) a description of any Derivative Instruments directly or indirectly owned beneficially or of record by such stockholder, and any other stockholder or affiliate on whose behalf the proposal is made, and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of stock of the Company of the stockholder and any other stockholder or affiliate on whose behalf the proposal is made, (vii) any proxy, contract, arrangement, understanding or relationship pursuant to which such stockholder, and any other stockholder or affiliate on whose behalf the proposal is made, has a right to vote any securities of the Company, (viii) any proportionate interest in shares of the Company or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such stockholder, and any other stockholder or affiliate on whose behalf the proposal is made, is a general partner or beneficially owns an interest in a general partner, (ix) any performance-related fees (other than an asset-based fee) that such stockholder, and any other stockholder or affiliate on whose behalf the proposal is made, is entitled to based on any increase or decrease in the value of the shares of stock of the Company or Derivative Instruments, (x) any other information relating to such stockholder, and any other stockholder or affiliate on whose behalf the proposal is made, if any, required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies for the proposal pursuant to and in accordance with Section 14(a) of the Exchange Act, (xi) a representation that the stockholder is a holder of record of the Company entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business, (xi) any material interest of the stockholder in the proposal and (xii) whether the stockholder intends to deliver a proxy statement and form of proxy to holders of at least the percentage of the Company's voting shares required under applicable law to carry the proposal. The Company does not intend to entertain any proposals or nominations at the annual meeting that do not meet the requirements set forth in the Company's Amended and Restated Bylaws. See "Corporate Governance—Procedures for Stockholders to Recommend Director Nominees" for a discussion of the stockholder requirements for proposing director nominations. If the stockholder does not also comply with the requirements of Rule 14a-4(c)(2) under the Exchange Act, the Company may exercise discretionary voting authority under proxies that it solicits to vote in accordance with its best judgment on any such stockholder proposal or nomination.

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THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: Signature (Joint Owners) Signature [PLEASE SIGN WITHIN BOX] Date Date To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0000243639_1 R1.0.0.51160 For Withhold For All All All Except The Board of Directors recommends you vote FOR the following Class I directors: 1. Election of Directors Nominees 01 Robert E. Creager 02 R. Stephen Stagner 03 William E. Watts MATTRESS FIRM HOLDING CORP. 5815 GULF FREEWAY HOUSTON, TX 77023 VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. The Board of Directors recommends you vote FOR the following proposal: For Against Abstain 2 to approve, in a non-binding advisory vote, the compensation of the company's named executive officers. The Board of Directors recommends you vote 1 YEAR on the following proposal: 1 year 2 years 3 years Abstain 3 to recommend, in a non-binding advisory vote, the frequency of future executive compensation advisory votes. The Board of Directors recommends you vote FOR the following proposal: For Against Abstain 4 to ratify the appointment of Deloitte & Touche, LLP as the Company's independent registered public accounting firm for fiscal year 2015. NOTE: To transact such other business as may properly come before the meeting or any adjournment or postponement thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer. Yes No Please indicate if you plan to attend this meeting

 

0000243639_2 R1.0.0.51160 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice & Proxy Statement, Form 10-K is/are available at www.proxyvote.com . MATTRESS FIRM HOLDING CORP. Annual Meeting of Stockholders May 27, 2015 7:30 AM This proxy is solicited by the Board of Directors. The stockholders hereby appoint R. Stephen Stagner and Alexander S. Weiss or either of them, as proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of MATTRESS FIRM HOLDING CORP. that the stockholders are entitled to vote at the Annual Meeting of Stockholders to be held at 07:30 AM CDT on May 27, 2015, at 5815 Gulf Freeway, Houston, TX 77023, and any adjournment or postponement thereof. The undersigned hereby revokes all proxies heretofore given by the undersigned to vote at such meeting or any adjournment thereof. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting or any adjournment thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations. Continued and to be signed on reverse side