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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.          )

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April 21, 2016

Dear Stockholder:

        The 2016 Annual Meeting of Stockholders of Mattress Firm Holding Corp. (the "Company") will be held on May 31, 2016 at 5:30 p.m., local time, at the Four Seasons Hotel, telephone (713) 650-1300, located at 1300 Lamar Street, Houston, Texas 77010, and I hope you will join us.

        At the meeting, we will be asking you to:

1.

Elect two Class II directors for a three-year term to expire in 2019;



2.

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 2016 Annual Stockholder Meeting proxy statement;



3.

Ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal year 2016; and



4.

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,
		Kenneth E. Murphy III President and Chief Executive Officer Mattress Firm Holding Corp.

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MATTRESS FIRM HOLDING CORP.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 31, 2016

Dear Stockholders:

        The 2016 Annual Meeting of Stockholders (the "Annual Meeting") of Mattress Firm Holding Corp., a Delaware corporation (the "Company"), will be held at the Four Seasons Hotel, telephone (713) 650-1300, located at 1300 Lamar Street, Houston, Texas 77010, on May 31, 2016 at 5:30 p.m., local time. At the Annual Meeting, you will be asked to:

1.

Elect two Class II directors for a three-year term to expire in 2019;



2.

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 2016 Annual Stockholder Meeting proxy statement;



3.

Ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal year 2016; and



4.

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 11, 2016 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 21, 2016, 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 2, 2016 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 2, 2016 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 21, 2016

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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 31, 2016. On or about April 21, 2016 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).

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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 U.S. 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 2016 Annual Meeting of Stockholders (the "Annual Meeting" or the "2016 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.

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VOTING YOUR SHARES

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PROPOSAL 1: ELECTION OF DIRECTORS

        The Company's business and affairs are managed under the direction of the Board. Our Amended and Restated Certificate of Incorporation provides for at least three and no more than 15 members to serve on the Board. Currently, 11 members may serve on our Board. The membership of the Board is 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 2016 Annual Meeting, stockholders will be voting on a new slate of Class II directors. The persons who currently serve as Class II directors: Charles R. Eitel, David A. Fiorentino and Frederick C. Tinsey III previously notified the Company that they intend to retire at the end of their current term which expires upon the election of new Class II directors at the Annual Meeting. Additionally, Ronald J. Mittelstaedt, who also held a Class II director position, resigned from the Board in December 2015. As such, the Board has not presented Messrs. Eitel, Fiorentino, Mittelstaedt or Tinsey for re-election and has proposed an entirely new slate of Class II directors. The two persons nominated to serve as Class II directors are Christopher J. Hadley and Anil Seetharam, each of whom has agreed to serve as a director if elected. Each of Messrs. Hadley and Seetharam, if elected, will hold a three-year term of office from the date of his election until the election and qualification of his successor at the Company's 2019 annual meeting of stockholders.

        The Board has determined that each of Messrs. Hadley and Seetharam 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. The Board has also determined that each of Messrs. Hadley and Seetharam meets the heightened independence requirements under the NASDAQ Rules applicable to members of an audit committee.

        The Board has not presented a third or fourth nominee for election with respect to the remaining Class II director seats and as such, there will be two vacancies with respect to Class II which will not be filled at the Annual Meeting. Although the Board's Nominating and Corporate Governance Committee is diligently searching for one or more new members to fill these vacancies, at this time the Board has not found any additional suitable candidates to present for election at the Annual Meeting. The Board intends to fill these vacancies as soon at it identifies qualified candidates. Stockholders may not vote for more than two persons with respect to the Class II director seats that will be filled at the Annual Meeting.

        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 of its committees. 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 success.

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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 governing bodies 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 II Directors for a Term Ending 2019

        Christopher J. Hadley.    Mr. Hadley is a Managing Director with Berkshire Partners, LLC, a Boston-based private equity firm that has raised nine private equity funds with aggregate capital commitments of over $16 billion, and has extensive experience with retail and consumer goods companies. Mr. Hadley joined Berkshire Partners in 1998 and became a Managing Director in 2006. Prior to joining Berkshire Partners, Mr. Hadley worked as a consultant in the Private Equity Practice at Bain & Co. He also worked in the consumer products industry consulting to General Mills, ConAgra Foods and Borden Foods in the areas of marketing and product development. Since 2012 Mr. Hadley has served on the board of directors of Farm Boy, Inc., a Canada-based grocery retailer, and is the chairman of Farm Boy's board of directors and also member of its audit committee. Mr. Hadley has also, since 2006, served on the board of NEW Asurion Corporation, a provider of wireless subscriber services and consumer product protection programs. He previously served on the board of directors, as a member of the audit committee, of each of Grocery Outlet, Inc., a grocery retailer, from 2009 until 2015, and of Masterplan, Inc., a provider of medical equipment services, from 2007 until 2011. Mr. Hadley is a member of the Board of Trustees of Dana-Farber Cancer Institute and The Belmont Hill School. The Board has nominated Mr. Hadley to serve as a director because of his knowledge of acquisitions and capital market transactions, his years of experience in the private equity industry and experience as a director of retail industry companies, as well his breadth of board experience.

        Anil Seetharam.    Mr. Seetharam is a Managing Director with Stockbridge Partners, LLC, an investment group affiliated with Berkshire Partners focused on marketable securities with assets under management of nearly $2 billion. Mr. Seetharam joined Stockbridge Partners in February 2007 as a member of the Stockbridge investment team and became a Managing Director in December 2014. Prior to joining Stockbridge Partners in 2007, Mr. Seetharam was previously an associate at Berkshire Partners, a business analyst at McKinsey & Co., a consulting firm, and a vice president at Reservoir Capital, an investment firm. The Board has nominated Mr. Seetharam to be a director because of his knowledge of public markets and private company dynamics based on his years of experience in investing in the public and private equity markets.

        The Board expects each of the nominees to be available for election. However, if either nominee should become unavailable to serve as a director for any reason prior to the Annual Meeting, the Proxy Committee may, in its discretion, substitute another person as a nominee. In that case your shares will be voted, at the discretion of the Proxy Committee, for that other person.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THE
TWO NOMINEES FOR ELECTION TO THE BOARD AS CLASS II 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 the 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 2016 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: RATIFICATION OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTANTS FOR FISCAL YEAR 2016

        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 the fiscal year that will end on January 31, 2017 ("fiscal 2016" or "fiscal year 2016"). The Audit Committee and the Board seek to have the stockholders ratify the Audit Committee's appointment. The Company expects that representatives of Deloitte & Touche LLP will be present at the Annual Meeting, and if present, the representatives 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 2016.

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MATTRESS FIRM HOLDING CORP. BOARD

        In our fiscal year ended February 2, 2016 ("fiscal 2015" or "fiscal year 2015"), the Board held 11 meetings. Each of the incumbent directors attended more than seventy-five percent of the meetings of the Board and committees of 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, each person who was a member of the Board at the time of the Company's 2015 annual meeting of stockholders attended that annual meeting of stockholders. Each person who is nominated for election at the Annual Meeting, as well as each incumbent director whose term shall continue after the Annual Meeting, is expected to attend the Annual Meeting.

        The Company is committed to ensuring that the views of the Company's 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 has a Chief Executive Officer who 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 Board is led by a Chairman who is responsible for 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 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. The Company also does not have a fixed policy requiring that its Chief Executive Officer be a member of the Board. Currently, the roles of Chief Executive Officer and Chairman of the Board are separate.

        The Board also has a Lead Director who is responsible for facilitating the functioning of the Board independently of the Company's management, providing independent leadership to the Board and ensuring that the views of the Board's independent members are appropriately promoted and considered by the Board as a whole.

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

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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 Board's annual self-evaluation, manages the director nomination process to ensure the selection of appropriate and qualified persons, and 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.

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 effect, the Board has established three standing committees: the Audit Committee; the Compensation Committee; and the Nominating and Corporate Governance Committee. The below table reflects the membership of each standing committee as of April 11, 2016.

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        Each committee operates under a charter approved by the Board. A copy of each committee's charter is 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.

Audit Committee

        The Audit 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 2015, the Audit Committee held eight 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.

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Compensation Committee

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

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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;



•

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 2015, the Compensation Committee met three 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:

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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 2015, the Nominating and Corporate Governance Committee met four 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 identifying nominees for director, the Board and the Nominating and Corporate Governance Committee generally consider an array of

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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.

        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

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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.

        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 in November 2011(the "IPO"), certain indirect holders of the Company's equity immediately prior to the IPO became parties to a registration rights agreement with the Company. In October 2014, Robert D. Killgore, the Company's Chief Operating Officer during fiscal 2015, and affiliate trusts of Dale R. Carlsen, a Class III director, also became parties to the registration rights agreement in connection with the Company's acquisition of all of the outstanding equity interests in The Sleep Train, Inc. ("Sleep Train"). Pursuant to the registration rights agreement, J.W. Childs Associates, Inc. ("J.W. Childs"), which indirectly owns an aggregate of 13,599,280 shares of the Company's common stock as of April 11, 2016, has a right to require the Company to register its shares under the Securities Act of 1933, as amended (the "Securities Act"). Holders of the remaining shares of the Company's outstanding common stock immediately prior to the IPO who became parties to the registration rights agreement, including certain executive officers of the Company, and also Mr. Killgore and the affiliated trusts of Mr. Carlsen 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. In April 2015, pursuant to the registration rights agreement, the Company registered 1,505,000 shares of common stock offered for sale by certain affiliates of J.W. Childs and one of our executive officers at the time. The Company did not receive any proceeds from the offering, and in accordance with the registration rights agreement, paid $0.5 million in costs related to the offering.

Corporate Office Leases—Rocklin, California

        In December 15, 2010 and January 1, 2012, Sleep Train entered into commercial lease agreements for the office buildings located at 2205 Plaza Drive, Rocklin, California and 2204 Plaza Drive, Rocklin, California, respectively. The landlord of the property located at 2204 Plaza Drive is Cabernet

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Sunsets, LLC, a California limited liability company of which Mr. Carlsen beneficially owns approximately 55.5% ("Cabernet Sunsets"). Cabernet Sunsets owned the property located at 2205 Plaza Drive until September 1, 2015, when the property was sold to a party not affiliated with Mr. Carlsen. The leases, the terms of which were entered into several years prior to the consummation of the Sleep Train acquisition by the Company, have 10 year terms and minimum monthly rent obligations that are marginally above current market rates. The amount that the Company paid in rent to Cabernet Sunsets for fiscal year 2015 was approximately $0.5 million, in the aggregate, for both leases. Of this amount, Mr. Carlsen held an interest in approximately $0.2 million, 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 the terms were not inconsistent with the Company's best interests to an extent requiring termination of the leases.

Securities Offering

        On February 3, 2016, the Company entered into a share purchase agreement with Mr. Stagner, at that time the Company's Chief Executive Officer, and Winter Street Opportunities Fund, L.P. and JWC Fund III Coinvest, LLC, investment funds affiliated with J.W. Childs, our largest stockholder. Pursuant to the share purchase agreement, the Company agreed to issue, by means of a private offering exempt from registration pursuant to Section 506 of Regulation D of the Securities Act, an aggregate of 699,300 shares of common stock at a price of $35.75 per share (in excess of the price of the Company's common stock at the close of trading on February 2, 2016) to Mr. Stagner and the investment funds. The Board approved the offering and the price at which the shares were offered. The Company closed the transaction on February 5, 2016, with Mr. Stagner purchasing 139,860 shares and the investment funds purchasing, in aggregate, 559,440, shares. The Company used the approximately $25 million in capital that it raised from the offering to fund a portion of the cash purchase price necessary to complete the Company's purchase of all of the outstanding equity interests in HMK Mattress Holdings, LLC, the holding company of Sleepy's, LLC and related entities.

Other Relationships

        Investment funds associated with J.W. Childs indirectly own 36.6% of the Company's outstanding common stock as of April 11, 2016. 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 ownership interest in the Company. There can be no assurance as to the period of time during which J.W. Childs and its affiliates will maintain their ownership of the Company's common stock.

        Mr. Carlsen 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 and related assets. The Company's wholly-owned subsidiary, Sleep Train, has a sponsorship agreement with the Sacramento Kings, which includes naming rights to the basketball arena in which the team played until April 2016 and other benefits relating to the new basketball arena in Sacramento.

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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 2017 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 31, 2017. However, if the date of the 2017 Annual Meeting is more than 30 days before or after May 31, 2017, 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 2017 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;



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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 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;



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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;



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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,

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•

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.

Compensation Committee Interlocks and Insider Participation

        The members of the Compensation Committee during fiscal 2015 were David A. Fiorentino, Adam L. Suttin, William E. Watts, and until December 17, 2015, Ronald J. Mittelstaedt. Mr. Mittelstaedt resigned from the Board and the committees on which he served effective December 17, 2015. During fiscal 2015, 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 III Directors—Term Ending 2017

        Dale R. Carlsen was elected to the Board in October 2014 in connection with the Company's consummation of the Sleep Train acquisition. Mr. Carlsen currently serves as a director and as President and Chief Executive Officer of Ticket to Dream Foundation, a public charitable foundation supporting foster children and other charitable causes. Prior to heading Ticket to Dream Foundation, Mr. Carlsen was part of the Company's senior executive team, serving as the Company's Executive Vice Chairman and Chief Philanthropy Officer from September 2015 until November 2015, and as the Company's President and Chief Strategy Officer from October 2014 until September 2015. Mr. Carlsen founded Sleep Train in 1985 and served as its Chief Executive Officer from its formation until its purchase by Mattress Firm, Inc. in October 20, 2014. Mr. Carlsen entered the mattress industry in 1980, while still in college, working for California Mattress Company, a Lady Americana manufacturer. Mr. Carlsen's former experience serving as part of the Company's senior executive leadership team and his former experience as Chief Executive Officer of Sleep Train, 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, a private equity firm and one of the Company's principal stockholders, since 1995. From 1991 to 1995, Mr. Childs was Senior Managing Director of Thomas H. Lee Partners, a private equity firm, 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"), an insurance company, for 17 years where he held various executive positions in the

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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 of Kosta Browne Winery, LLC, KeyImpact Sales & Systems, Inc., Esselte Ltd., a supplier of office supplies, WS Packaging Group, Inc., a company that manufactures pressure sensitive labels for the food, beverage, personal care, household, commercial, promotional, industrial, direct mail, and pharmaceutical markets, and Simcom, Inc., a provider of aircraft simulator training services. He was previously a director at Sunny Delight Beverages Co., a producer of juice-based drinks in North America, Advantage Sales and Marketing, Inc., a sales and marketing agency, and CHG Healthcare Services, Inc., a healthcare staffing provider. 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 and served on the Audit Committee from March 2015 until February 2016. Mr. Fortunato served as the Chairman, President and Chief Executive Officer of General Nutrition Centers, Inc. (NYSE: GNC), a retailer of nutritional supplements, 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., a predecessor to GNC that was founded in 1935. 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, Inc., a retailer of motorcycle parts and apparel. He also serves as a consultant to Cycle Gear. Mr. Fortunato's years of 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 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, a boutique California winery, The NutraSweet Company, a producer of sugar-free sweeteners, Tile Shop Holdings, Inc., a retailer of tile and other specialty flooring and décor solutions, Comoto Holdings, Inc., Shoe Sensation, Inc., KeyImpact Sales & Systems, Inc. and Esselte Ltd. He has also served as a director of Brookstone, Inc., a retailer, JA Apparel Corp., a clothing company, Sunny Delight Beverages Co., Pinnacle Foods 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.

Class I Directors—Term Ending 2018

        Robert E. Creager joined the Company as a director in June 2014 and is the chairman of the Audit Committee. Mr. Creager has over 40 years of public accounting and industry experience. He joined the Houston office of Pricewaterhouse Coopers LLP, a public accounting and professional services firm, in 1980 and became Assurance Partner in 1982, a position he held until his retirement from practice in

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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), a transportation and logistics company, and Houston International Insurance Group, Ltd., an insurance holding company. Since 2010, he has also served 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 is also an Advisory Director for the Sam Houston Area Council Boy Scouts of Amerca. 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 has been the Executive Chairman of the Company and Chairman of the Board since March 2016. Mr. Stagner has served as a director of the Company since February 2010. Mr. Stagner has held varying positions of senior leadership since he joined the Company as a result of the merger between Mattress Firm and his former Mattress Firm franchise, Elite Management Team ("Elite"), in 2005. Mr. Stagner served as the Company's Chief Operating Officer from January 2005 until February 2006, as Executive Vice President and Chief Operating Officer from February 2006 until February 2010, as President and Chief Executive Officer from February 2010 until October 2014, and as Chief Executive Officer from October 2014 until March 2016. From 1996 to 2004, Mr. Stagner was the Chief Executive Officer of Elite. Mr. Stagner has over 20 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, a charitable organization engaged in the fight against pancreatic cancer, including as its President since January 2011 and as a director from January 2007 until December 2010. Since October 2009, Mr. Stagner has served as a director of Rusche College of Business Advisory Council at Stephen F. Austin State University. Mr. Stagner also currently serves on the advisory board of TGEN, a non-profit genomics research institute. Mr. Stagner's experience as a member of the Company's most senior leadership, 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 a Partner of J.W. Childs. 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 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 directors of Tile Shop Holdings, Inc., Cycle Gear Inc., and Shoe Sensation, Inc., and was chairman of the board of directors of JA Apparel Corp., EmployBridge, Inc., a provider of staffing services, Fitness Quest, Inc., a supplier of fitness and exercise equipment and Murray's Discount Auto Stores. Additionally, Mr. Watts was a director of Brookstone, Inc., Equinox Fitness Clubs, Royal Numico and Bass Pro Shops. 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.

Class II Directors With Terms Expiring at 2016 Annual Meeting

        Charles R. Eitel joined the Company as a director in January 2012 and is the chairman of the Company's Nominating and Corporate Governance Committee. Mr. Eitel also served on the Company's Audit Committee until March 20, 2015. Mr. Eitel has been the chief executive officer of WS Packaging Group, Inc. since March 20, 2015. Mr. Eitel co founded Eitel & Armstrong in December 2009, a

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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 from January 2000 until September 2008. 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. Mr. Eitel notified the Board that he will retire from the Board effective upon the election and qualification of new Class II directors at the Annual Meeting.

        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 KeyImpact Sales and Systems, Inc., a food service sales and marketing agency, and 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. Mr. Fiorentino notified the Board that he will retire from the Board effective upon the election and qualification of new Class II directors at the Annual Meeting.

        Frederick C. Tinsey III joined the Company as a director in August 2007 and is a member of the Audit Committee. Until March 31, 2014, Mr. Tinsey served as chairman of the Audit Committee of the Company. Mr. Tinsey is a certified public accountant with a degree in Accounting and Finance. From March 2014 until March 2015, Mr. Tinsey was the Chief Executive Officer of WS Packaging Group, Inc. Mr. Tinsey is the owner of Tinsey Financial Consulting, at which he has served since 2003, and he has served on the board of directors and audit committees of various privately held companies, including Murray's Discount Auto Stores, WS Packaging Group, Inc., OE Quality Friction 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. Mr. Tinsey notified the Board that he will retire from the Board effective upon the election and qualification of new Class II directors at the Annual Meeting.

        Below you will find a tabular summary of the entire Board, their ages as of April 11, 2016, the year they were each elected and the year in which their term ends. The below tabular summary also

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includes each person nominated to be a director, his age, and if elected, the year that his term will commence and end.

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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 11, 2016:

        Kenneth E. Murphy III became the Company's President and Chief Executive Officer on March 21, 2016. Mr. Murphy has held multiple senior leadership roles within the Company, having previously served as the Company's President from September 2015 until March 2016, and prior to that time, as the Company's sole, and then co-, Chief Operating Officer from January 2014 until September 2015. Mr. Murphy was the Company's Executive Vice President, Sales and Operations from January 2012 until January 2014, after holding various positions within the Company 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 Corporation. Mr. Murphy currently serves on the Stephen F. Austin University General Business Advisory Board.

        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 an associate at, and then as Investment Banking Vice President of, Barclays Bank PLC, an investment bank. From July 2004 to September 2008, Mr. Weiss was an analyst and then an associate at Lehman Brothers Inc., an investment bank, 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 who works on business development matters.

        Adam S. Blank joined the Company as President—Sleepy's on February 5, 2016 in connection with the Company's acquisition of all of the outstanding equity interests in HMK Mattress Holdings, LLC, the holding company of Sleepy's, LLC and related entities (collectively, "Sleepy's"). Prior to joining the Company, Mr. Blank was part of the executive leadership team of Sleepy's—serving as Sleepy's chief operating officer and general counsel from December 2008 until February 2016 and as its executive vice president and general counsel from January 2003 until February 2016. Mr. Blank practiced labor and employment law in private practice before entering the mattress industry.

        Karrie D. Forbes is the Company's Chief Business Officer. Prior to assuming the role of Chief Business Officer in March 2015, Ms. Forbes held various roles leading the Company's marketing efforts. She was the Company's Chief Marketing Officer from November 2014 until March 2015 and its Executive Vice President of Marketing and Merchandising from January 2012 until November 2014. Prior to this appointment, she served as the Company's Vice President of Marketing for several years.

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Ms. Forbes joined a Mattress Firm franchise in 1997 and has held positions of increasing responsibility in sales, customer service, recruiting, training, merchandising and advertising. 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.

        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 in January 2014. From 2004 to 2012, Ms. Elam worked at Fulbright & Jaworski L.L.P., a law firm, 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 in January 2014. Mr. Woods joined Mattress Firm in 1997 and has held several positions, including District Manager in multiple markets from 2000-2006 and Regional Manager overseeing the East and Southwest regions from 2007 to 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 Mattress Firm franchise in the Company's Indianapolis and Cincinnati markets.

        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 that distributed wholesale fuel. 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.

        Craig McAndrews was promoted to Chief Merchandising Officer of the Company in November 2015. Prior to that time, Mr. McAndrews was the Company's Chief Learning Officer, a position he was appointed to in February 2015. Mr. McAndrews has extensive experience leading the Company's merchandising and sales efforts and was the Company's Executive Vice President, Merchandising and Retail Concept Development from April 2013 until February 2015 and its Vice President of Merchandising from February 2010 until February 2012. Mr. McAndrews also served as the Company's Executive Vice President, Retail Concept Development from February 2012 until April 2013, during which time he was responsible for the development and testing of alternate retail operating formats and continued franchise development. Mr. McAndrews joined the Company as a Regional Sales Manager in 2009. Before joining Mattress Firm, Mr. McAndrews was the owner and director of Innovative Retail Group from 2003 to 2009. From 1999 until 2003, he was President of a Mattress Firm franchise, which he had co-founded. Previously, he was Vice President of Sales at Simmons Bedding Company.

        Matthew Forbes became the Company's Senior Vice President, Logistics and Distribution in February 2015. Mr. Forbes held the role of Vice President, Logistics and Distribution from May 2014 until February 2015. Prior to that time, 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 D. Forbes, the Company's Chief Business Officer.

        The backgrounds of Mr. Stagner is described above under "Corporate Governance—Directors Continuing in Office."

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        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 this review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

Submitted by the Compensation Committee
William E. Watts (Chair)
David A. Fiorentino
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 2015 were:

•

R. Stephen Stagner.  Effective March 21, 2016, Mr. Stagner became the Company's Executive Chairman and Chairman of the Board. Previously, Mr. Stagner served as the Company's Chief Executive Officer and held this position for the entirety of fiscal 2015. Except as context requires, all references to Chief Executive Officer with respect to this Compensation Discussion and Analysis shall refer to Mr. Stagner.



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Alexander S. Weiss, Chief Financial Officer and Assistant Treasurer.



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Dale R. Carlsen.  Mr. Carlsen is a director, serving as Vice Chairman of the Board. Prior to November 20, 2015, Mr. Carlsen was also an executive officer of the Company. During fiscal 2015, Mr. Carlsen served as the Company's President and Chief Strategy Officer from October 2014 until September 2015 and thereafter as the Company's Executive Vice Chairman and Chief Philanthropy Officer until his resignation from the Company on November 20, 2015.



•

Kenneth E. Murphy III.  Effective March 21, 2016, Mr. Murphy became the Company's President and Chief Executive Officer. During fiscal 2015, however, Mr. Murphy served as the Company's Co-Chief Operating Officer until September 2015 and thereafter as its President.



•

Robert D. Killgore.  Mr. Killgore was the Company's Chief Operating Officer until his retirement on April 1, 2016. During fiscal 2015, Mr. Killgore served as the Company's Co-Chief Operating Officer from October 2014 until September 2015 and thereafter as its sole Chief Operating Officer.



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Karrie D. Forbes, Chief Business Officer.

Overview of Fiscal 2015 Performance and Compensation

        We believe our success depends on the continued contributions of our executive officers, including 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.

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

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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;



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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;



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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 2015 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 2015 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 year. The Compensation Committee considered the results of this vote and determined that, consistent with the majority vote of the Company's stockholders at the 2015 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 year at the Company's annual meeting of stockholders. As a consequence, at the upcoming Annual Meeting, 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 has recommended that the stockholders approve, on a non-binding advisory basis, the compensation paid to the named executive officers in fiscal 2015.

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Highlights of Fiscal 2015 Performance

        During fiscal 2015, we achieved strong financial performance in light of the challenges associated with adverse economic conditions in our oil-affected markets and integrating the 668 stores that we acquired in our prior fiscal year ended February 3, 2015 ("fiscal 2014" or "fiscal year 2014"), and we believe our named executive officers were instrumental in helping us achieve these results. Highlights of our fiscal 2015 performance include the following:

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Net sales increased $735.7 million, or 40.7%, to $2,541.7 million for fiscal 2015, compared to $1,806.0 million for fiscal 2014. We had comparable-store sales growth of 2.1% during fiscal 2015, the sixth straight year of comparable store sales growth.



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We opened 265 net new stores and focused on integrating the 668 stores that we acquired during fiscal 2014 and the nine stores that we acquired in fiscal 2015. New and acquired stores, net of stores closed, added $746.6 million in net sales during fiscal year 2015.



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Net income increased $20.2 million to $64.5 million for fiscal 2015 compared to $44.3 million for fiscal 2014.



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Adjusted EBITDA increased $64.4 million to $254.6 million for fiscal 2015 compared with $190.2 million for fiscal 2014. Adjusted EBITDA as a percentage of sales decreased to 10.0% during fiscal 2015 compared with 10.5% for fiscal 2014. (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 2015 (the "2015 Annual Report"), filed with the U.S. Securities and Exchange Commission on April 4, 2016, for a definition of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to net income).



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Operating cash flows were $196.4 million during fiscal 2015, which was a funding source for debt repayment, 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 three non-employee, independent members of the Board. No Compensation Committee member participates in any of our employee compensation programs. The Compensation Committee is generally responsible for developing and administering our executive compensation programs and determining the nature and amount of compensation paid to our named executive officers and other executive officers, and for all of our employees, including our named executive officers, administering our equity compensation plans and awards. The Company's Executive Steering Team, which during fiscal 2015 was composed of the Company's then Chief Executive Officer, Chief Financial Officer, President and co- and then sole Chief Operating Officer(s), discusses and recommends the nature and amount of compensation payable to the Company's executive officers other than themselves, as well as equity awards to all employees. The Compensation Committee considers 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 for the members of the Executive Steering Team—during fiscal 2015 our Chief Executive Officer, Chief Financial Officer, President and co- and then sole Chief Operating Officer(s)—is further governed by their respective employment agreements, which are described below. Our remaining executive officers have offer letters which govern their compensation.

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Use of Comparative Market Data

        In connection with our IPO in 2011, 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 and to develop a peer group of companies against which we could assess the following key components of our executive officers' compensation: base salary, annual cash bonus and long-term incentives. 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. In August 2014, our Board again engaged Pearl Meyer to advise on certain aspects of compensation for our executive officers and to perform an updated review of executive compensation. In accordance with its charter, the Compensation Committee assessed Pearl Meyer's independence in light of SEC regulations and NASDAQ listing standards and determined that no conflict of interest or independence concerns existed. The Executive Steering Team considered Pearl Meyer's updated review in making compensation recommendations to the Compensation Committee for changes to our executive compensation for fiscal 2015. The recommendations were intended to move our executive officers closer to competitive salaries offered by peer companies for comparable positions, but do not benchmark total executive compensation or individual compensation elements against the above-identified or any other peer group.

        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.

Elements of Executive Officer Compensation

        The following is a discussion of the primary elements of compensation for each of our executive officers, including our named executive officers, for fiscal 2015. Compensation for our executive officers, including our named executive officers, consisted of the following elements for fiscal 2015:

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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.



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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.



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Long-Term Stock-Based Incentive Arrangements.  Periodic grants of service-based and performance-based stock options and restricted stock under our equity plan, which are intended

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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.

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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.



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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).

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, 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 enterprise opportunities while simultaneously taking the time to fully evaluate each such opportunity and the risks and benefits commensurate therewith.

        The Compensation Committee is responsible for reviewing, evaluating and approving the amount of base salary paid to all of our executive officers, including our named executive officers. In performing its responsibilities, the Compensation Committee considers the above-stated goals, recommendations of our human resources department and proposals by members of the Executive Steering Team. In making base salary recommendations to the Compensation Committee, our human resources department uses an internal salary administration policy that establishes a salary range for the applicable position, the job duties and responsibilities attendant to the position, general market trends, the executive officer's skills and experience, and in the context of a salary increase, the executive's contributions to the Company and performance.

        The base annual salaries of the Company's named executive officers for fiscal 2015 were as follows:

        During fiscal 2015, the Compensation Committee approved an increase to Mr. Killgore's base salary from $350,000 to $500,000, effective September 10, 2015, in recognition of his promotion to the Company's sole Chief Operating Officer and the increased responsibilities attendant to his expanded role. The Compensation Committee also approved an increase to the base salary of Ms. Forbes from $290,000 to $310,000, effective as of March 2015, in recognition of her promotion to Chief Business

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Officer of the Company and the increased responsibilities and impact to the Company attendant to her role, and to $325,000, effective as of August 2015, as a merit increase to reward her service to the Company. The Compensation Committee did not increase the base salaries of Messrs. Stagner, Weiss, Carlsen or Murphy during fiscal 2015. The base salaries of each of Messrs. Stagner, Weiss, Carlsen, Murphy and Killgore and of Ms. Forbes are stated, and provided for, in their respective employment agreements or offer letter, which are described below.

Bonus and Short-Term Incentive Arrangements

        In addition to base salary, each named executive officer's employment agreement or offer letter, as the case may be, provides for eligibility to earn an annual cash bonus equal to a percentage of his or her base salary based on the Company's achievement of an annual EBITDA target for such fiscal year. Except with respect to Mr. Carlsen as noted below, during fiscal 2015 our named executive officers were 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 2015 were as follows:

        The Compensation Committee determines the performance criteria applicable to our annual bonuses. In March 2015, after consultation with Mr. Stagner, our then-Chief Executive Officer, and Mr. Weiss, our Chief Financial Officer, the Compensation Committee set the fiscal 2015 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 2015 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 2015.

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        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 were approved on April 15, 2016. Actual Adjusted EBITDA for fiscal 2015 was $254.5 million, which was above the threshold level but below the target. This resulted in a payout to Messrs. Stagner, Weiss, Murphy and Killgore and Ms. Forbes of 5.6% of their target cash bonus. The terms of Mr. Killgore's separation agreement, as described below, provide that he will receive the cash bonus that he earned in fiscal 2015. Mr. Carlsen, as noted above, was not eligible for a bonus payment because his employment with the Company terminated before the conclusion of the fiscal year.

        In addition to the bonuses described above, the employment agreements for Messrs. Stagner, Weiss, Murphy and Killgore establish a supplemental bonus pool, whereby they are eligible to share with other members of senior management 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 the applicable fiscal year. Although Mr. Carlsen's employment agreement provided for his participation in the above-described bonus pool, he was not eligible to participate in the supplemental bonus pool, if any, due to his resignation from the Company on November 20, 2015. For fiscal 2015, the actual amount of annual Adjusted EBITDA of $254.5 million did not exceed the fiscal 2015 maximum level Adjusted EBITDA target of $309.4 million, so no incremental bonus pool was established for fiscal 2015.

        In addition to the bonus plan established under the Executive Annual Incentive Plan, the Company's Chief Executive Officer has the authority to grant discretionary cash bonuses to employees who have made significant contributions to the Company's performance during the year or have otherwise performed above expectations; however, in instances where such discretionary cash bonuses are awarded to executive officers, the Compensation Committee must approve those awards. The Compensation Committee also may, from time to time, award discretionary cash bonuses to executive officers for exceptional performance. For fiscal 2015, no executive officers received discretionary bonus awards.

        The actual bonuses paid to our named executive officers with respect to fiscal 2015 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. 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 performance-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 9, 2015, the Compensation Committee approved grants of long-term equity awards to management and key employees of the Company, including executive officers. The types of long-term equity awards primarily included (a) stock options, which will vest, if at all, in four equal annual installments on each anniversary of the grant date until fully vested assuming the grantee remains an employee of the Company on such dates, (b) shares of restricted stock, which will vest, if at all, in four equal annual installments on each anniversary of the grant date assuming that the Company satisfies specified stock price increase targets and (c) shares of restricted stock, which will vest, if at all, in four equal annual installments on each anniversary of the grant date until fully vested assuming the grantee remains an employee of the Company on such dates. Messrs. Killgore and Weiss received additional special grants to recognize their contributions to the Company during the fiscal year. In

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particular, on September 9, 2015 Mr. Killgore received a special grant of 19,958 shares of restricted stock, which would have vested in three equal annual installments on each anniversary of the grant date until fully vested had he remained an employee of the Company, and on December 16, 2015 Mr. Weiss received a special grant of 6,438 shares of restricted stock, which will vest, if at all, in three equal annual installments on each anniversary of the grant date until fully vested provided that Mr. Weiss is an employee of the Company on those dates. Senior executive officers, including the named executive officers, received grants of stock options and shares of performance-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 performance-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. Mr. Stagner, our Chief Executive Officer during fiscal 2015, received grants of long-term equity awards with an estimated fair value equal to approximately 145% of his base salary, of which 65% of the value was attributable to stock options and 35% of the value was attributable to restricted stock. Mr. Carlsen received grants of long-term equity awards with an estimated fair value of approximately 96% of his base salary, of which approximately 35% of the value was attributable to stock options and approximately 65% of the value was attributable to restricted stock in fiscal 2015. Excluding the special grants referenced above, Mr. Weiss, our Chief Financial Officer, Mr. Murphy, our President at the end of fiscal 2015, and Mr. Killgore, our Chief Operating Officer at the end of fiscal year 2015, received grants of long-term equity awards with estimated fair values equal to approximately 96% of their respective base salaries, of which approximately 35% were awarded in the form of stock options and approximately 65% were awarded in the form of restricted stock. Ms. Forbes, our Chief Business Officer, received grants of long-term equity awards with estimated fair values equal to approximately 77% of her base salary, of which approximately 35% were awarded in the form of stock options and 65% were awarded in the form of restricted stock.

Long-Term Incentive Awards that Vested in Fiscal 2015

        Many of our executive officers, including our named executive officers, hold long-term equity awards previously approved by the Compensation Committee. In fiscal 2015, the service-based stock option awards and the performance-based restricted stock awards previously granted to Messrs. Stagner, Weiss, Murphy and Ms. Forbes on September 4, 2013 and September 2, 2014, respectively, vested, in part, on September 4, 2015, with respect to a tranche of stock options and restricted stock under the September 4^th award, and on September 2, 2015, with respect to only a tranche of stock options under the September 2^nd award. Additionally, each of the service-based stock option award and the performance-based restricted stock award granted to Mr. Weiss on April 24, 2013 vested, in part, on April 24, 2015. Further, in fiscal 2015, the penultimate tranche of the service-based stock option award previously granted to each of Messrs. Stagner and Murphy and Ms. Forbes on November 17, 2011 vested on November 17, 2015; however, with respect to the performance-based option awards granted on the same date, the applicable stock price increase target was not met which resulted in the forfeiture of the applicable tranche of options on November 17, 2015.

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Other Equity Awards that Vested in Fiscal 2015

        Mr. Killgore was granted a service-based award of restricted stock on October 20, 2014 in connection with his accepting employment with the Company and assuming the role of the Company's Co-Chief Operating Officer at the time. This award vested, in full, on October 20, 2015. Mr. Murphy was granted a special service-based award of restricted stock on December 4, 2014 in connection with an amendment to his employment agreement at that time, which vested, in full, on December 5, 2015. In connection with the termination of Mr. Carlsen's employment on November 20, 2015, both the stock option award and time-based restricted stock awarded granted to him on September 9, 2015 immediately vested in full.

        Further details regarding the outstanding long-term equity awards granted by the Company to our named executive officers, as well as their vesting schedules, are provided in the Outstanding Equity Awards at Fiscal Year End Table and the Option Exercises and Stock Vested Table sections of this Proxy Statement.

Employment and Severance Arrangements

        During fiscal 2015, the Company was party to employment agreements with Messrs. Stagner, Weiss, Carlsen, Murphy and Killgore and a letter agreement with Ms. Forbes. During fiscal 2015, the employment agreements of Messrs. Carlsen, Murphy and Killgore and Ms. Forbes' letter agreement were amended primarily to reflect certain organizational changes, which resulted in the promotion of Ms. Forbes to Chief Business Officer of the Company, the transition of Mr. Carlsen to Executive Vice Chairman and Chief Philanthropy Officer of the Company, the promotion of Mr. Murphy to President of the Company and the promotion of Mr. Killgore to sole Chief Operating Officer of the Company. The terms of Messrs. Stagner's and Weiss' employment agreements did not change during fiscal 2015. Set forth below are summary descriptions of the terms of the employment agreements for each of our named executive officers, which, among other things, describe their material terms as they affected the compensation earned by and paid to our named executive officers in fiscal 2015.

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Employment Agreement with Mr. Stagner.  Pursuant to his Second Amended and Restated Employment Agreement, dated effective September 14, 2011 and amended effective January 29, 2014, Mr. Stagner served as the Chief Executive Officer of the Company with an annual base salary of $600,000 for fiscal 2015. The employment agreement provided that Mr. Stagner's base salary could be increased automatically, in limited circumstances, on February 1 of each year to provide for a cost of living adjustment. No cost of living adjustment was triggered on February 1, 2015. Mr. Stagner's employment agreement also authorized his participation in the Company's Executive Annual Incentive Plan, which provides for the ability to earn an annual cash bonus in the event the Company achieves certain financial performance goals. Pursuant to his employment agreement, Mr. Stagner was eligible to earn an annual cash bonus equal to 75% of his base salary if the Company achieved 100% of its annual Adjusted EBITDA goal and up to 150% of his base salary in the event the Company achieved more than 100% of its annual Adjusted EBITDA goal. As noted above, Mr. Stagner's employment agreement also made him eligible to participate, each fiscal year, in an incremental bonus pool equal to 10% of the amount by which actual annual Adjusted EBITDA for the fiscal year exceeds the amount of annual Adjusted EBITDA established as the maximum target for that fiscal year. Mr. Stagner also received retirement, health, and welfare benefits made available by the Company to its employees pursuant to his employment agreement. The agreement also provided 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." Further Mr. Stagner's employment agreement provided for its automatic renewal for one-year terms, unless earlier terminated upon three months' notice of non-renewal provided by either the Company or Mr. Stagner.

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Employment Agreement with Mr. Weiss.  Pursuant to his Employment Agreement, dated effective September 3, 2014, Mr. Weiss served as the Chief Financial Officer of the Company with an annual base salary of $350,000 during fiscal 2015. The employment agreement provided that Mr. Weiss' base salary could be increased automatically, in limited circumstances, on February 1 of each year to provide for a cost of living adjustment. No cost of living adjustment was triggered on February 1, 2015. Mr. Weiss' employment agreement also authorized his participation in the Company's Executive Annual Incentive Plan, which provides for the ability to earn an annual cash bonus in the event the Company achieves certain financial performance goals. Pursuant to his employment agreement, Mr. Weiss was eligible to earn an annual cash bonus equal to 50% of his base salary if the Company achieved 100% of its annual Adjusted EBITDA goal and up to 100% of his base salary in the event the Company achieved more than 100% of its annual Adjusted EBITDA goal. As noted above, Mr. Weiss' employment agreement also made him eligible to participate, each fiscal year, in an incremental bonus pool equal to 10% of the amount by which actual annual Adjusted EBITDA for the fiscal year exceeds the amount of annual Adjusted EBITDA established as the maximum target for that fiscal year. Based on the Company's performance, no incremental bonus pool was available for fiscal 2015. Mr. Weiss also received retirement, health, and welfare benefits made available by the Company to its employees pursuant to his employment agreement. The agreement also provided for certain payments and benefits to be provided upon a qualifying termination of Mr. Weiss' employment, as described below under "Potential Payments Upon Termination or Change of Control." Further Mr. Weiss' employment agreement provided for its automatic renewal for one- year terms, unless earlier terminated upon three months' notice of non-renewal provided by either the Company or Mr. Weiss.



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Employment Agreement with Mr. Carlsen.  Pursuant to his Employment Agreement, dated effective October 20, 2014 and amended effective September 11, 2015, Mr. Carlsen served as the President and Chief Strategy Officer of the Company until September 2015 and thereafter as the Company's Executive Vice Chairman and Chief Philanthropy Officer, at all times with an annual base salary of $450,000. Mr. Carlsen's employment agreement provided that his base salary would be increased automatically, in limited circumstances, on February 1 of each year to adjust for a cost of living increase. No cost of living adjustment was triggered during fiscal 2015. Mr. Carlsen's employment agreement also authorized his participation in the Company's Executive Annual Incentive Plan, which provides for the ability to earn an annual cash bonus in the event the Company achieves certain financial performance goals. Pursuant to his employment agreement, Mr. Carlsen was eligible, until his employment with the Company terminated on November 20, 2015, to earn an annual cash bonus equal to 60% of his base salary if the Company achieved 100% of its annual Adjusted EBITDA goal and up to 100% of his base salary in the event the Company achieved more than 100% of its annual Adjusted EBITDA goal. As with other senior executive officers, Mr. Carlsen was also eligible to participate, until his November 20, 2015 resignation, in an incremental bonus pool equal to 10% of the amount by which actual annual Adjusted EBITDA for the fiscal year at issue exceeded the amount of annual Adjusted EBITDA established as the maximum target for that fiscal year. Pursuant his employment agreement, Mr. Carlsen also received retirement, health, and welfare benefits made available by the Company to its employees.



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Severance Arrangements with Mr. Carlsen.  The Company is party to a Confidential Separation Agreement and Release with Mr. Carlsen which reaffirms portions of his employment agreement and provides, in exchange for a general release from Mr. Carlsen, for certain payments and benefits to be made to him on account of the termination of his employment with the Company. The separation agreement also details the treatment of equity awards previously granted to Mr. Carlsen. A description of the material benefits and payments to be provided to Mr. Carlsen, as a result of the November 20, 2015 termination

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of his employment with the Company, is stated below under "Potential Payments Upon Termination or Change of Control."

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Employment Agreement with Mr. Murphy.  Pursuant to his Employment Agreement, dated effective August 4, 2014 and as amended, effective December 4, 2014 and September 10, 2015, respectively, Mr. Murphy served as the Co-Chief Operating Officer of the Company until September 2015 and thereafter as the President of the Company, at all times with an annual base salary of $500,000, during fiscal 2015. Mr. Murphy's employment agreement provided that his base salary would be increased automatically, in limited circumstances, on February 1 of each year to adjust for a cost of living increase. No cost of living adjustment was triggered during fiscal 2015. Mr. Murphy's employment agreement also authorized his participation in the Company's Executive Annual Incentive Plan, which provides for the ability to earn an annual cash bonus in the event the Company achieves certain financial performance goals. Pursuant to his employment agreement, Mr. Murphy was eligible in fiscal 2015 to earn an annual cash bonus equal to 50% of his base salary if the Company achieved 100% of its annual Adjusted EBITDA goal and up to 100% of his base salary in the event the Company achieved more than 100% of its annual Adjusted EBITDA goal. As noted above, Mr. Murphy's employment agreement further provided that he was eligible to participate, each fiscal year, in an incremental bonus pool equal to 10% of the amount by which actual annual Adjusted EBITDA for the fiscal year exceeds the amount of annual Adjusted EBITDA established as the maximum target for that fiscal year. Based on the Company's performance, no incremental bonus pool was available for fiscal 2015. Pursuant his employment agreement, Mr. Murphy also received retirement, health, and welfare benefits made available by the Company to its employees. His employment agreement also provided 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." Further Mr. Murphy's employment agreement provided for its automatic renewal for one- year terms, unless earlier terminated upon three months' notice of non-renewal provided by either the Company or Mr. Murphy.



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Employment Agreement with Mr. Killgore.  Pursuant to his Employment Agreement, dated effective October 20, 2014 and as amended, effective September 10, 2015, Mr. Killgore served as the Co-Chief Operating Officer of the Company until September 2015 and thereafter as the Company's sole Co-Chief Operating Officer, with an annual base salary of $350,000 until September 2015 and of $500,000 thereafter. Mr. Killgore's employment agreement provided that his base salary would be increased automatically, in limited circumstances, on February 1 of each year to adjust for a cost of living increase. No cost of living adjustment was triggered during fiscal 2015. Mr. Killgore's employment agreement also authorized his participation in the Company's Executive Annual Incentive Plan, which provides for the ability to earn an annual cash bonus in the event the Company achieves certain financial performance goals. Pursuant to his employment agreement, Mr. Killgore was eligible in fiscal 2015 to earn an annual cash bonus equal to 50% of his base salary if the Company achieved 100% of its annual Adjusted EBITDA goal and up to 100% of his base salary in the event the Company achieved more than 100% of its annual Adjusted EBITDA goal. As noted above, by his employment agreement, Mr. Killgore was also eligible to participate, each fiscal year, in an incremental bonus pool equal to 10% of the amount by which actual annual Adjusted EBITDA for the fiscal year exceeds the amount of annual Adjusted EBITDA established as the maximum target for that fiscal year. Based on the Company's performance, no incremental bonus pool was available for fiscal 2015. Pursuant this employment agreement, Mr. Killgore also received retirement, health, and welfare benefits made available by the Company to its employees. His employment agreement also provided for certain payments and benefits to be provided upon a qualifying termination of Mr. Killgore's employment, as described below under "Potential Payments Upon Termination or Change of Control." Further Mr. Killgore's employment agreement provided for its automatic renewal for

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one-year terms, unless earlier terminated upon three months' notice of non-renewal provided by either the Company or Mr. Killgore.

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Severance Arrangements with Mr. Killgore.  Mr. Killgore retired from the Company effective April 1, 2016, and in connection with his retirement, entered into a Confidential Separation Agreement and General Release with the Company. The separation agreement terminates his employment agreement and provides, in exchange for a general release from Mr. Killgore, for certain payments and benefits to be made to him on account of the termination of his employment. A description of the material benefits and payments to be provided to Mr. Killgore, as a result of the termination of his employment, is stated below under "Potential Payments Upon Termination or Change of Control."



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Letter Agreement with Ms. Forbes.  Pursuant to an offer letter with the Company, dated February 23, 2015 and as amended, on August 20, 2015, Ms. Forbes serves as the Chief Business Officer of the Company, with an annual base salary of $310,000 until August 5, 2015 and of $325,000 thereafter. The agreement also provides that Ms. Forbes is eligible for an annual target cash bonus equal to 35% of her earned wages for the year upon the achievement of bonus-award goals. Ms. Forbes' agreement provides that her bonus can range from 0% of her wages to 70% of her earned wages based on the level of achievement attained. If terminated by the Company without cause, Ms. Forbes' offer letter further provides that she is eligible for certain severance benefits which are described below under "Potential Payments Upon Termination or Change of Control." Under her offer letter, Ms. Forbes is an at-will employee and is eligible, in certain circumstances, to severance payments at the time of the termination of her employment under the Company's severance policy.

        None of the employment agreements in effect during fiscal 2015 respecting our above named executive officers provide for any tax gross-ups on severance payments nor provided for any payments upon a change-in-control.

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.

        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 executive officers, as well as provision and payment of separate life and disability insurance policies for Messrs. Stagner, Carlsen, Weiss, Murphy and Killgore and payment of

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relocation expenses for Mr. Killgore. 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. 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.

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.

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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 2013, 2014 and 2015.

SUMMARY COMPENSATION TABLE

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All Other Compensation Table

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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 2015.

GRANTS OF PLAN-BASED AWARDS TABLE