Mattress Firm Holding DEF 14A Definitive proxy

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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MATTRESS FIRM HOLDING CORP.
(Name of Registrant as Specified In Its Charter)

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April 11, 2014

Dear Stockholder:

The Company's 2014 Annual Meeting of Stockholders will be held on May 29, 2014 at 8:00 a.m., local time, at the Company's principal executive offices located at 5815 Gulf Freeway, Houston, Texas 77023 (telephone: (713) 923-1090), and I hope you will join us.

At the meeting, we will be asking you:

1.: To elect three Class III directors for a three-year term to expire in 2017;
2.: To ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal year 2014; and
3.: To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

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

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

Thank you very much for your interest in our Company.


		Sincerely,
		R. Stephen Stagner 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 29, 2014

Dear Stockholders:

The Annual Meeting of Stockholders (the "Annual Meeting") of Mattress Firm Holding Corp., a Delaware corporation (the "Company"), will be held at the Company's principal executive offices located at 5815 Gulf Freeway, Houston, Texas 77023 (telephone: (713) 923-1090), on May 29, 2014 at 8:00 a.m., local time, to vote on the following proposals:

1.: To elect three Class III directors for a three-year term to expire in 2017;
2.: To ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal year 2014; and
3.: To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

The Board of Directors has fixed the close of business on April 3, 2014 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 11, 2014, 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 January 28, 2014 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 January 28, 2014 are available to you athttp://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 Executive Vice President, General Counsel and Secretary Mattress Firm Holding Corp.

Houston, Texas
April 11, 2014

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MATTRESS FIRM HOLDING CORP.
Proxy Statement—Table of Contents


About The Annual Meeting			2
Voting Your Shares			3
Proposal 1: Election of Directors			7
Nominees for Election as Class III Directors for a Term Ending 2017			8
Proposal 2: Ratification of Independent Registered Public Accountants for Fiscal Year 2014			10
Mattress Firm Holding Corp. Board			11
Leadership of the Board			11
The Board's Role in Risk Oversight			11
Committees of the Board; Director Independence			12
Corporate Governance			15
Code of Business Conduct and Ethics			15
Certain Relationships and Related Transactions			15
Procedures for Stockholders to Recommend Director Nominees			17
Compensation Committee Interlocks and Insider Participation			18
Directors Continuing in Office			18
Executive Compensation			20
Executive Officers of the Company			20
Compensation Committee Report			23
Compensation Discussion and Analysis			23
Overview of Fiscal Year 2013 Performance and Compensation			23
Highlights of Fiscal Year 2013 Performance			24
Compensation Framework: Policies and Processes			25
Elements of Executive Officer Compensation			26
Risk Assessment of Compensation Policies and Practices			32
Tax and Accounting Considerations			33
Compensation of Named Executive Officers			33
Summary Compensation Table			33
All Other Compensation Table			35
Grants of Plan-Based Awards Table			36
Narrative Disclosure to Summary Compensation Table and Grant of Plan-Based Awards Table			37
Outstanding Equity Awards at Fiscal Year End Table			38
Option Exercises and Stock Vested Table			39
Non-Qualified Deferred Compensation Table			39
Potential Payments Upon Termination or Change in Control			40
Potential Payment Upon Termination or Change in Control			41
Termination by the Company for Cause or Resignation by Executive Without Good Reason			41
Termination by Company Without Cause or Resignation by Executive for Good Reason			42
Termination Due to Death or Disability			42
Termination Due to Non-Renewal of Term			43
Restrictive Covenants			43
Director Compensation			43
Audit Committee Matters			46
Audit Committee Report			46
Independent Registered Public Accounting Firm			47
Audit Committee Pre-Approval Policy			48
Other Information			48
Security Ownership of Certain Beneficial Owners and Management			48
Section 16(a) Beneficial Ownership Reporting Compliance			51
Financial and Other Information			52
Proposals of Stockholders			52

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ABOUT THE ANNUAL MEETING

Mattress Firm Holding Corp. (the "Company") is required by Delaware law (the state in which the Company is incorporated) to hold an annual meeting of stockholders for the express purpose of allowing the Company's stockholders to vote on those matters reserved to them under Delaware law or the Company's Amended and Restated Certificate of Incorporation or Amended and Restated Bylaws. The State of Delaware, the Securities and Exchange Commission (the "SEC") and the NASDAQ Global Select Market ("NASDAQ") have rules that govern how the Company must conduct annual stockholder meetings and what rights you may or may not have therein, especially related to how the Company solicits your votes for annual stockholder meetings, the form of proxy that the Company may use, and the information that the Company must provide to you. Below you will find a summary of matters that specifically relate to the 2014 Annual Meeting of Stockholders (the "Annual Meeting") and that the Company is required to disclose to you. The Company hopes that you find this summary useful in your understanding of the Annual Meeting process, the Company's business, the directors and the other matters that are pertinent to all of the above.


Date of Annual Meeting		May 29, 2014
Time of Annual Meeting		8:00 a.m., local time
Place of Annual Meeting		The Company's principal executive offices located at 5815 Gulf Freeway, Houston, Texas 77023 (telephone: (713) 923-1090)
Record Date for Annual Meeting (the "Record Date")		April 3, 2014
Attending the Annual Meeting		All stockholders of record are welcome at the Annual Meeting. If you plan to attend, please have proper identification. If your shares are held in street name, please have your most current brokerage account statement with you.
Mailing Date of Proxy Materials		On or about April 11, 2014
Votes to Be Taken at the Annual Meeting		You are voting on:
		• Proposal 1: Election of John W. Childs, Joseph M. Fortunato and Adam L. Suttin as Class III directors whose terms expire in 2017 (see page 6);
		• Proposal 2: To ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal year 2014 (see page 8); and
		• Any other business properly coming before the Annual Meeting.
Recommended Vote on Each Proposal		The recommendation of the Board of Directors of the Company (the "Board") can be found with the description of each proposal in this proxy statement. In summary, the Board recommends that you vote:
		FOR each of the three nominees for Class III director; and

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		FOR the ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal year 2014.
Vote Required to Pass Each Proposal
Proposal 1—Election of Directors		Directors are elected by plurality vote, which means that the three nominees for director receiving the highest number of votes FOR election will be elected as directors. Stockholders may not cumulate votes for the election of directors. If a nominee for director is unable to serve as a director, the Proxy Committee (as defined later in this proxy statement) may, in its discretion, vote for another person as director or vote to reduce the number of directors to less than eight, as the Board may recommend.
Proposal 2—Ratification of Accountants		To ratify Proposal 2, stockholders holding a majority of the common stock, par value $0.01 per share, of the Company ("common stock") present or represented by proxy at the Annual Meeting and voting on the matter must vote FOR this proposal.
Shares Outstanding on the Record Date and Entitled to Notice of and to Vote at the Annual Meeting		34,085,929 shares of common stock.
Voting of Shares		Each stockholder is entitled to one vote for each share of common stock held as of the Record Date.
Company Principal Executive Offices		5815 Gulf Freeway, Houston, Texas 77023
Company Telephone Number		(713) 923-1090

VOTING YOUR SHARES


Who is soliciting your proxy?		The Board.
Who can vote?		Stockholders of record or beneficial owners at the close of business on the Record Date, April 3, 2014, are entitled to notice of and to vote at the Annual Meeting.
Who is a "stockholder of record"?		You are a stockholder of record if your shares of the Company's stock are registered directly in your own name with the Company's transfer agent, Computershare Trust Company, N.A. (the "Transfer Agent"), as of the Record Date.

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Who is a "beneficial owner"?		You are a beneficial owner if a brokerage firm, bank, trustee or other agent (called a "nominee") holds your stock and is the stockholder of record. This is often called ownership in "street name" because your name does not appear in the records of the Transfer Agent. If your shares are held in street name, you will receive instructions from the stockholder of record. You must follow the instructions of the stockholder of record in order for your shares to be voted. Internet voting also will be offered to stockholders owning shares through certain banks and brokers. If your shares are not registered in your own name and you plan to vote your shares in person at the Annual Meeting, you should contact your broker or agent to obtain a legal proxy or broker's proxy card and bring it to the Annual Meeting in order to vote.
		If you are a beneficial owner and hold your shares in street name and do not provide the organization that holds your shares with voting instructions, the broker or other nominee will determine if it has the discretionary authority to vote on the particular matter. As a general matter, brokers have the discretion to vote on routine matters but cannot vote on non-routine matters. The Company believes that onlyProposal 2: Ratification of Independent Registered Public Accountants for Fiscal Year 2014 will be considered a routine matter for the Annual Meeting. If the organization that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, the organization that holds your shares will inform the Company that it does not have the authority to vote on this matter with respect to your shares. This is generally referred to as a "broker non-vote." Broker non-votes will be considered as present for purposes of determining a quorum, but will not otherwise affect voting results.
What is the quorum?		A quorum is required for stockholders to approve or reject proposals. For the purposes of the Annual Meeting, a quorum is the presence in person or by proxy (which includes voting over the Internet) of a majority of the total number of issued and outstanding shares of common stock as of the Record Date entitled to vote at the Annual Meeting. Broker non-votes will be considered as present for purposes of determining a quorum, but will not otherwise affect voting results.
What happens if I don't give specific voting instructions?		If you are a stockholder of record and sign and return your proxy card or vote electronically without making any specific selections, then your shares will be voted in accordance with the recommendations of the Proxy Committee on all matters presented in this proxy statement and as the Proxy Committee may determine in its discretion regarding any other matters properly presented for a vote at the Annual Meeting.
How are abstentions treated?		Abstentions are counted for purposes of determining whether a quorum is present, but will not be included in vote totals.

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What is the "Proxy Committee"?		The Proxy Committee was appointed by the Board and is comprised of R. Stephen Stagner and Jim R. Black. The Proxy Committee has the authority to vote properly executed proxies that do not otherwise specify specific voting instructions.
How can I vote my shares?		By Internet. You can vote over the Internet athttp://www.proxyvote.com by following the instructions on the proxy card.
		By Telephone. You can vote your proxy over the telephone by calling 1-800-690-6903 from any touch-tone telephone. You must have your proxy card available when you call.
		By Mail. You can vote by mail by signing, dating and mailing the enclosed proxy card in the postage-paid envelope provided. If the envelope is missing, please mail your completed proxy card or voting instruction card to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, New York 11717. Please allow sufficient time for delivery if you decide to vote by mail.
		At the Annual Meeting. If you attend the Annual Meeting in person, you may deliver your completed proxy card in person or you may vote by completing a ballot, which will be available at the Annual Meeting. However, if your shares are held in street name, you must obtain a legal proxy, executed in your favor, from the holder of record to be able to vote at the Annual Meeting. You should allow yourself enough time prior to the Annual Meeting to obtain this proxy from the stockholder of record.
		The shares voted electronically or represented by the proxy cards received, properly marked, dated, signed and not revoked, will be voted at the Annual Meeting. Internet voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59 p.m., Eastern Time, on May 28, 2014.
How can I change my vote?		You may change your vote at any time before the proxy is exercised. If you voted by mail, you may revoke your proxy at any time before it is voted by executing and delivering a timely and valid later-dated proxy, or by voting by ballot at the Annual Meeting. Attending the Annual Meeting will not automatically revoke your proxy unless you specifically request it. If you voted via the Internet or by telephone you may also change your vote with a timely and valid later Internet or telephone vote or by voting by ballot at the Annual Meeting.
Are there other matters to be voted on at the Annual Meeting?		The Board is not aware of any matters not set forth in this proxy statement that may come before the Annual Meeting. However, if other matters are properly brought before the Annual Meeting, it is intended that the persons named as the Proxy Committee in this proxy statement will vote as the Board directs.

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What is the cost of solicitation?		The Company will bear the entire cost of soliciting the proxies, including the preparation, assembly, printing and mailing of this proxy statement. The Company has retained Broadridge Financial Solutions, Inc. to act as a proxy solicitor in conjunction with the Annual Meeting and has agreed to pay approximately $14,325, plus reasonable out-of-pocket expenses, to Broadridge Financial Solutions, Inc. for proxy solicitation services. In addition to solicitation by mail, the directors, officers and other employees of the Company may solicit proxies in person, by telephone, electronic communications or by other means without additional compensation.
Where can I find the voting results of the Annual Meeting?		The Company will announce preliminary voting results at the Annual Meeting. The Company will publish final voting results in a Current Report on Form 8-K to be filed with the SEC within four business days following the date of the Annual Meeting.

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PROPOSAL 1: ELECTION OF DIRECTORS

The Company's business and affairs are managed under the direction of the Board. The Board consists of eight directors divided into three classes of two or three 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, two or three 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 2014 Annual Meeting, three individuals are to be elected as Class III directors to hold a three-year term of office from the date of their election until the Company's 2017 annual meeting and until their successors are duly elected and qualified.

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

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

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

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

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

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

Nominees for Election as Class III Directors for a Term Ending 2017

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 Associates, L.P. ("J.W. Childs"), which is a current stockholder of the Company (holding 48% of the Company's issued and outstanding shares of common stock), since 1995. From 1991 to 1995, Mr. Childs was Senior Managing Director of Thomas H. Lee Partners and from 1987 to 1990 was a Managing Director of Thomas H. Lee Partners. Prior to 1987, Mr. Childs was associated with the Prudential Insurance Company of America ("Prudential") for 17 years where he held various executive positions in the investment area, ultimately serving as Senior Managing Director in charge of the Capital Markets Group at which time he was responsible for Prudential's approximately $77 billion fixed income portfolio, including all the Capital Markets Group's investments in leveraged acquisitions. He is currently a director of Sunny Delight Beverages Co., Esselte Ltd. and Simcom, Inc. and was a director at Advantage Sales and Marketing, Inc. and CHG Healthcare Services, Inc. Mr. Childs's experience serving as a director of various companies, including his experience withMattress Firm, and his expertise in private equity led to the conclusion that he should serve as a director of the Company.

Joseph M. Fortunato joined the Company as a Director in October 2012. Mr. Fortunato currently serves as the Chairman, President and Chief Executive Officer of General Nutrition Centers, Inc. (NYSE: GNC). Mr. Fortunato became a member of the GNC board of directors in March 2007, and has served as Chief Executive Officer or President and Chief Executive Officer of GNC since November 2005. Mr. Fortunato served as Senior Executive Vice President and Chief Operating Officer of GNC from June 2005 until November 2005. Beginning in November 2001 until June 2005, Mr. Fortunato served as Executive Vice President and Chief Operating Officer of General Nutrition Companies, Inc. From October 2000 until November 2001, he served as its Executive Vice President of Retail Operations and Store Development. Mr. Fortunato began his employment with General Nutrition Companies, Inc. in October 1990 and has held various positions, including Senior Vice President of Financial Operations from 1997 to 1998, and Director of Financial Operations from 1990 to 1997. In addition to serving on the board of directors of GNC and the Company, Mr. Fortunato currently serves on the board of directors Sprout Farmers Markets, LLC, a specialty grocery chain operating in nine states. 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 also a Partner of one of the Company's principal stockholder, 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 Brookstone, Inc., The Nutrasweet Company, Sunny Delight Beverages Co., The Tile Shop and Esselte Ltd., and was a director of JA Apparel Corp. from March

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2004 to August 2013 and Advantage Sales and Marketing, Inc. from March 2006 until December 2010. Mr. Suttin's experience as a co-founder of J.W. Childs, coupled with his experience as a director of various companies, includingMattress Firm, led to the conclusion that Mr. Suttin should serve as a director of the Company.

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

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PROPOSAL 2: RATIFICATION OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTANTS FOR FISCAL YEAR 2014

The Audit Committee of the Board (the "Audit Committee") has appointed Deloitte & Touche LLP to serve as the Company's independent registered public accountants for fiscal year 2014. The Audit Committee and the Board seek to have the stockholders ratify the Audit Committee's appointment. Deloitte & Touche LLP replaced Grant Thornton LLP as the Company's current independent registered public accounting firm on June 6, 2013. The Company expects representatives of Deloitte & Touche LLP will be present at the Annual Meeting and will have the opportunity to make a statement, if they desire to do so, and to respond to appropriate questions, but does not expect representatives of Grant Thornton LLP to be present. 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.

On June 6, 2013, the Company notified Grant Thornton LLP that the Company's Audit Committee approved the dismissal of Grant Thornton LLP as the Company's independent registered public accounting firm.

Grant Thornton LLP's reports on the Company's financial statements for the fiscal years ended January 31, 2012 and January 29, 2013 did not contain an adverse opinion or a disclaimer of opinion, and neither such report was qualified or modified as to uncertainty, audit scope, or accounting principle.

During the fiscal years ended January 31, 2012 and January 29, 2013 and the subsequent interim period through June 6, 2013, (i) there were no disagreements with Grant Thornton LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of Grant Thornton LLP, would have caused Grant Thornton LLP to make reference thereto in its reports on the financial statements for such years, and (ii) there were no reportable events as described in paragraph (a)(1)(v) of Item 304 of Regulation S-K, other than the material weaknesses in the internal control over financial reporting that were previously reported in the Amendment No. 4 to Registration Statement on Form S-1, filed with the SEC on September 28, 2011, which have been remediated as previously reported in the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended November 1, 2011.

The Company provided Grant Thornton LLP with a copy of the above disclosures. A copy of Grant Thornton LLP's letter to the SEC required by Item 304(a) of Regulation S-K was included as Exhibit 16.1 to the Company's Current Report on Form 8-K, filed with the SEC on June 12, 2013.

The Company's Audit Committee decided to engage Deloitte & Touche LLP as the Company's independent registered public accounting firm effective June 6, 2013. Deloitte & Touche LLP acted as the Company's independent registered public accounting firm beginning with the fiscal year ending January 28, 2014.

During the fiscal years ended January 31, 2012 and January 29, 2013 and the subsequent interim period through June 6, 2013, the Company did not consult with Deloitte & Touche LLP regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, or (ii) any matter that was the subject of a disagreement (as defined in paragraph (a)(1)(iv) of Item 304 of Regulation S-K) or a reportable event (as described in paragraph (a)(1)(v) of Item 304 of Regulation S-K).

THE BOARD RECOMMENDS YOU VOTEFOR THE RATIFICATION OF THE APPOINTMENT OF
DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
FOR FISCAL YEAR 2014.

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MATTRESS FIRM HOLDING CORP. BOARD

In the fiscal year ended January 28, 2014 ("fiscal year 2013"), the Board held six meetings. Each of the directors attended more than seventy-five percent of the meetings of the Board and committees on which he was a member. The Company does not have a formal policy regarding director attendance at the annual meeting of stockholder of the Company; however, all directors attended the 2013 annual meeting. Each director whom is up for election at the Company's 2014 annual meeting or whom has a term that continues after such annual meeting is expected to attend the 2014 annual meeting.

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

Leadership of the Board

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

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

The Board's Role in Risk Oversight

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

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Committees of the Board; Director Independence

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

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

The Board has determined that all of the directors, other than Mr. Stagner, qualifies as (i) an "outside director," as such term is used in Section 162(m) of the Internal Revenue Code of 1986, as amended, (ii) a "non-employee director," as such term is used in Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and (iii) an "independent director," as defined in Rule 5605(a)(2) of the NASDAQ Rules and Section 10A(m)(3) of the Exchange Act. The Board has further determined that Messrs. Eitel and Fortunato, who constitute the Audit Committee, also meet the heightened independence standards applicable to audit committee members under the NASDAQ Rules. Although the Board previously determined that Mr. Tinsey, the former chair of the Audit Committee, also met the heightened independence standards applicable to audit committee members under the NASDAQ Rules, on March 31, 2014, Mr. Tinsey became an affiliated person of the Company and, as of such date, no longer satisfied the heightened requirements. The Board also determined that each member of the Compensation Committee meets the heightened independence requirements under the NASDAQ Rules applicable to members of a compensation committee.

The membership of the Committees is set forth below:

Name	Audit Committee	Compensation Committee	Nominating and Corporate Governance Committee

Charles R. Eitel	Interim Chair(1)(2)		Chair
David A. Fiorentino		X	X
Joseph M. Fortunato	X(1)
Adam L. Suttin		X
Frederick C. Tinsey III	Former Chair(1)(2)		X
William E. Watts		Chair	X

(1): The Board has determined that each of Messrs. Tinsey, Fortunato and Eitel is an "audit committee financial expert" as defined in applicable SEC rules, that each has the requisite financial sophistication required under the applicable NASDAQ Rules and that each is an "independent director," as defined in Rule 5605(a)(2) of the NASDAQ Rules and Section 10A(m)(3) of the Exchange Act, as well as meets the heightened independence requirements under the NASDAQ Rules applicable to members of an audit committee. However, on March 31, 2014, Mr. Tinsey became an affiliated person of the

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Company and, as of such date, no longer satisfied the heightened independence standards applicable to audit committee members under the NASDAQ Rules.

(2): On March 31, 2014, Mr. Tinsey assumed the role of chief executive officer at WS Packaging Group, Inc., a J.W. Childs portfolio company. Mr. Tinsey was removed from his position on the Audit Committee, including as its chair, as of such date, and Mr. Eitel has accepted the role as Interim Chair of the Audit Committee. The Company has commenced a search for a new director to serve on the Audit Committee and as chairman of the Audit Committee.

Audit Committee

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

•: appointing, compensating, retaining and overseeing the work of any registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services and reviewing and appraising the audit efforts of the Company's independent registered public accounting firm;
•: establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters;
•: engaging independent counsel and other advisers, as necessary;
•: reviewing and pre-approving various services provided by accountants retained by the committee;
•: serving as an independent and objective party to oversee the Company's internal controls and procedures system;
•: providing an open avenue of communication among the independent registered public accounting firm, financial and senior management and the Board; and
•: overseeing any other such matters as the Board shall deem appropriate from time to time.

In addition, all audit and non-audit services, other thande minimis non-audit services, provided by the Company's independent registered public accounting firm must be approved in advance by the Audit Committee. In fiscal year 2013, the Audit Committee held seven meetings.

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

Compensation Committee

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

•: reviewing and approving corporate and individual goals and objectives relevant to executive officer compensation and evaluating the performance of executive officers in light of the goals and objectives;
•: reviewing and approving executive officer compensation;
•: reviewing and approving the chief executive officer's compensation based upon the compensation committee's evaluation of the chief executive officer's performance;

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•: making recommendations to the Board regarding the adoption of new incentive compensation and equity-based plans and administering the Company's existing incentive compensation and equity-based plans;
•: making recommendations to the Board regarding compensation of the board members and its committee members;
•: reviewing and discussing with management the compensation discussion and analysis to be included in the Company's filings with the SEC and preparing an annual compensation committee report for inclusion in the Company's annual proxy statement;
•: reviewing and approving generally any significant non-executive compensation and benefits plans;
•: reviewing the Company's significant policies, practices and procedures concerning human resource-related matters; and
•: overseeing any other such matters as the Board shall deem appropriate from time to time.

In fiscal year 2013, 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:

•: recruiting and retention of qualified persons to serve on the Board;
•: proposing such individuals to the Board for nomination for election as directors;
•: evaluating the performance, size and composition of the Board;
•: compliance activities; and
•: overseeing any other such matters as the Board shall deem appropriate from time to time.

In fiscal year 2013, the Nominating and Corporate Governance Committee met three times.

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

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

CORPORATE GOVERNANCE

Code of Business Conduct and Ethics

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

Certain Relationships and Related Transactions

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

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

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

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

•: the benefits to the Company;
•: the impact on a director's independence in the event the related person is a director, an immediate family member of a director or an entity in which a director has a position or relationship;
•: the availability of other sources for comparable products or services;
•: the terms of the transaction; and
•: the terms available to unrelated third parties or to employees generally.

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

Registration Rights Agreement

In connection with the IPO, certain indirect holders of the Company's equity immediately prior to the IPO became party to a registration rights agreement with the Company. Pursuant to the agreement, J.W. Childs, which indirectly owns an aggregate of 16,423,288 shares of the Company's common stock as of April 3, 2014, has a right to require the Company to register its shares under the Securities Act of 1933, as amended (the "Securities Act"). In addition, certain other holders of the remaining shares of the Company's outstanding common stock immediately prior to the IPO who became party to the registration rights agreement 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.

Other Relationships with J.W. Childs

Investment funds associated with J.W. Childs indirectly own 48% of the Company's outstanding common stock as of April 3, 2014. Although J.W. Childs does not directly or indirectly own shares of common stock representing more than 50% of the voting power of the Company's common stock, J.W. Childs could exercise a significant influence over the Company's business and affairs, including any determinations with respect to mergers or other business combinations, the acquisition or disposition of assets, the incurrence of indebtedness, the issuance of any additional common stock or other equity securities, the repurchase or redemption of common stock and the payment of dividends. Similarly, these investment funds associated with J.W. Childs may be able to determine matters requiring stockholder approval.

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

Acquisition of Sleep Experts Partners, L.P.

On April 3, 2014, the Company indirectly acquired all of the outstanding partnership interests of Sleep Experts Partners, L.P., a Texas limited partnership and competitor of the Company, for a total purchase price of $65 million, subject to customary post-closing adjustments. In connection with the acquisition, Christopher T. Cook, the sole limited partner of Sleep Experts Partners, L.P. prior to the

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transaction, became the Company's Executive Vice President, Strategic Transformation and Development. Additionally, in exchange for its partnership interest in Sleep Experts Partners, L.P., Sleep Xperts, Inc., a Texas corporation, received 71,619 shares of the Company's common stock. Mr. Cook is the sole stockholder of Sleep Xperts, Inc.

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 2015 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 29, 2015. Any notice to the Secretary must include the following:

•

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

•: all information relating to such candidate that would be required to be disclosed in solicitations of proxies for the election of such candidate as a director pursuant to Regulation 14A under the Exchange Act;
•: such candidate's written consent to serve as a director if elected; and
•: a description of all direct and indirect compensation and other material monetary arrangements, agreements or understandings during the past three years, and any other material relationship, if any, between or concerning such stockholder and its respective affiliates or associates, or others with whom they are acting in concert, on the one hand, and the candidate, and his or her respective affiliates or associates, on the other hand.

•

as to the stockholder:

•: the name and address of the stockholder and any other stockholder or affiliate on whose behalf the nomination is made;
•: the class (and, if applicable, series) and number of shares of stock of the Company that are, directly or indirectly, owned beneficially or of record by the stockholder and any other stockholder or affiliate on whose behalf the nomination is made;
•: a description of any option, warrant, convertible security, stock appreciation right or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class (or, if applicable, series) of shares of stock of the Company or with a value derived in whole or in part from the value of any class (or, if applicable, series) of shares of stock of the Company, whether or not such instrument or right shall be subject to settlement in the underlying class or series of capital stock of the Company or otherwise (each, a "Derivative Instrument") directly or indirectly owned beneficially or of record by such stockholder, and any other stockholder or affiliate on whose behalf the nomination is made, and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of stock of the Company of the stockholder, or any other stockholder or affiliate on whose behalf the nomination is made;
•: any proxy, contract, arrangement, understanding or relationship pursuant to which such stockholder, and any other stockholder or affiliate on whose behalf the nomination is made, has a right to vote any securities of the Company;
•: any proportionate interest in shares of the Company or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such stockholder, and any other

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stockholder or affiliate on whose behalf the nomination is made, is a general partner or beneficially owns an interest in a general partner,

•: any performance-related fees (other than an asset-based fee) that such stockholder, and any other stockholder or affiliate on whose behalf the nomination is made, is entitled to based on any increase or decrease in the value of the shares of stock of the Company or Derivative Instruments;
•: any other information relating to such stockholder, and any other stockholder or affiliate on whose behalf the nomination is made, if any, required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies for the election of directors in an election contest pursuant to and in accordance with Section 14(a) of the Exchange Act;
•: a representation that the stockholder is a holder of record of the Company entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such nomination; and
•: whether the stockholder intends to deliver a proxy statement and form of proxy to holders of a sufficient number of holders of the Company's voting shares reasonably believed by such stockholder to be sufficient to elect such nominee or nominees.

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

Compensation Committee Interlocks and Insider Participation

The members of the Compensation Committee during fiscal year 2013 were as set forth above under "Mattress Firm Holding Corp. Board—Committees of the Board." During fiscal year 2013, 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 I Directors—Term Ending 2015

R. Stephen Stagner is the President and Chief Executive Officer of the Company. Mr. Stagner became the Company's Chief Operating Officer in January 2005 as a result of the merger betweenMattress Firm and his formerMattress Firm franchise, Elite Management Team, or Elite. From February 2006 until his promotion in February 2010, Mr. Stagner served as the Company's Executive Vice President and Chief Operating Officer. He was promoted to President and Chief Executive Officer in February 2010 and has served as a Director of the Company since February 2010. From 1996 to 2004, Mr. Stagner was the Chief Executive Officer of Elite. Mr. Stagner has 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 theMattress Firm network while with Elite. Mr. Stagner has also served in various capacities with the Mattress Firm Foundation, including as its President since January 2011 and director from January 2007 until December 2010. Since October 2009, Mr. Stagner has served as director of Rusche College of Business Advisory Council at Stephen F. Austin State University. Mr. Stagner also currently serves on the TGEN Advisory Board and the Board of Mattress Firm Foundation. Mr. Stagner's experience as the Company's President and Chief Executive Officer, and his former experience as Chief Operating Officer, coupled with his in-depth knowledge of the Company's industry, led to the conclusion that he should serve as a director of the Company.

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William E. Watts joined the Company as a Director in January 2007. Mr. Watts is also a Partner of J.W. Childs, one of the Company's principal stockholders. 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 Tile Shop Holdings, Inc. and was Chairman of the board of JA Apparel Corp. Additionally, Mr. Watts is a director of Brookstone, Inc. and, until 2012, was a director at EmployBridge, Inc. and Fitness Quest, Inc. Mr. Watts' experience as a director of various companies, includingMattress 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—Term Ending 2016

Charles R. Eitel joined the Company as a Director in January 2012 and is currently a member of the Company's Audit Committee and serves as chairman of the Company's Nominating and Corporate Governance Committee. He co-founded Eitel & Armstrong in December 2009, a consulting practice that provides hands-on operating and financial guidance to middle market companies. Mr. Eitel is also a partner at E&A Advisors, which provides financial advice to middle market companies on capital formation, acquisitions, divestures, restructurings and private placements. Prior to forming Eitel & Armstrong, Mr. Eitel served as Chairman and Chief Executive Officer of Simmons Bedding Company, a mattress manufacturer, from January 2000 until September 2008. In November 2009, Simmons Bedding Company filed for Chapter 11 bankruptcy, which culminated with its sale in January 2010. Mr. Eitel currently serves on the board of directors of Duke Realty Corporation, American Fidelity Assurance Corporation and Criterion Brock, owned by Wedbush Capital Partners. Mr. Eitel also serves on the Advisory Board of Advanced Sleep Concepts, a bedding manufacturer. Mr. Eitel's extensive experience in the Company's industry as well as his experience as a director of various companies led to the conclusion that he should serve as a director of the Company.

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

Frederick C. Tinsey III joined the Company as a Director in August 2007 and is a certified public accountant with a degree in Accounting and Finance. Until March 31, 2014, Mr. Tinsey served as chairman of the Audit Committee of the Company. On March 31, 2014, Mr. Tinsey assumed the role of chief executive officer at WS Packaging Group, Inc., a J.W. Childs portfolio company that manufactures pressure sensitive label for the food, beverage, personal care, household, commercial, promotional, industrial, direct mail, and pharmaceutical markets. Mr. Tinsey was removed from his position on the Audit Committee, including as its chair, as of such date. Mr. Tinsey is the owner of Tinsey Financial Consulting, at which he has served since 2003, and he has served on the board and audit committees of various privately held companies, including Murray's Discount Auto Stores, WS Packaging Group, Inc. and IDQ Holdings. He is currently Chairman of the board of directors of OE Quality Friction Inc., a brake pad manufacturer. Mr. Tinsey was at PricewaterhouseCoopers LLP from

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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, includingMattress Firm, led to the conclusion that he should serve as a director of the Company.

Below you will find a tabular summary of the entire Board, their ages as of April 3, 2014, the year they were each elected and the year in which their term ends.

Name	Position(s) with the Company

Class I
R. Stephen Stagner	President, Chief Executive Officer and Director	45	2010	2015
William E. Watts	Director, Chairman of the Board	61	2007	2015
Class II
Charles R. Eitel	Director	64	2012	2016
David A. Fiorentino	Director	37	2007	2016
Frederick C. Tinsey III	Director	62	2007	2016
Class III
John W. Childs	Director	72	2007	2017	(1)
Joseph M. Fortunato	Director	61	2012	2017	(1)
Adam L. Suttin	Director	46	2007	2017	(1)

(1): If elected at the Annual Meeting.

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 3, 2014:

Name		Position

R. Stephen Stagner	45	President, Chief Executive Officer and Director
Stephen G. Fendrich	53	Chief Strategy Officer
Jim R. Black	55	Executive Vice President and Chief Financial Officer
Michael S. Galvan	45	Senior Vice President and Chief Accounting Officer
Kenneth E. Murphy III	38	Chief Operating Officer
Bruce Levy	56	Executive Vice President, Real Estate and Construction
Karrie Forbes	38	Executive Vice President, Marketing
Craig McAndrews	46	Executive Vice President, Merchandising and Retail Concept Development
Kindel L. Elam	34	Executive Vice President, General Counsel and Secretary
Timothy F. Oakhill	51	Executive Vice President, Brand Management
Christopher T. Cook	46	Executive Vice President, Strategic Transformation and Development
James M. Tillis	46	Senior Vice President, Human Resources
Stephen M. Johnson	40	Senior Vice President and Chief Information Officer
Alexander S. Weiss	32	Senior Vice President, Finance
Samuel A. Woods	42	Senior Vice President, Sales and Operations

Stephen G. Fendrich became the Company's Chief Strategy Officer upon his return toMattress Firm in September 2010. He co-foundedMattress Firm in 1986 with two other partners. He was involved with all aspects of the business but was directly responsible for the financial, real estate, information technology and franchise areas ofMattress Firm until 2002. From 2002 to 2010 he held several management positions within the bedding industry, including President and Chief Executive Officer of The Sleep Country, Inc. and Executive Vice President of Sales and President and Chief Operating

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Officer of Simmons Bedding Company. While with Simmons, the company filed for Chapter 11 bankruptcy and, during 2009, Mr. Fendrich led Simmons through its balance sheet restructuring that culminated with its sale in January 2010.

Jim R. Black became the Company's Executive Vice President and Chief Financial Officer in September 2000. Prior to joiningMattress Firm, Mr. Black spent 20 years with public accounting firms, the majority with the international firms of Ernst & Young, LLP and PricewaterhouseCoopers, LLP. He is a certified public accountant and member of the American Institute of Certified Public Accountants.

Michael S. Galvan became the Company's Senior Vice President and Chief Accounting Officer in December 2012. From January 2008 until December 2012, Mr. Galvan served as Vice President and Chief Accounting Officer of Main Street Capital Corporation (NYSE: MAIN), an investment company. Prior to that, Mr. Galvan was senior manager of financial operations with Direct Energy, a retail gas and electricity service provider since October 2006. From September 2005 to October 2006, he was a senior audit manager with Malone & Bailey, PC, where he managed and coordinated audits of both publicly traded and private companies. From March 2003 to September 2005, Mr. Galvan was Director of Bankruptcy Coordination at Enron Corporation. Prior to March 2003, he served in other executive positions at various Enron affiliates. Prior to joining Enron, Mr. Galvan was a senior auditor with Arthur Andersen LLP.

Kenneth E. Murphy III became the Company's Executive Vice President, Sales and Operations, effective January 15, 2012 after holding various positions withinMattress Firm since 2005, including National Vice President of Sales, Director of Training and Recruiting, Vice President of Field and Talent Management and Regional Vice President of Sales. Effective January 29, 2014, Mr. Murphy became the Company's Chief Operating Officer. From 2003 to 2005, Mr. Murphy was as an account manager at Sealy. Mr. Murphy is also currently serving on the Stephen F. Austin University General Business Advisory Board.

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

Karrie Forbes became the Company's Executive Vice President, Marketing effective April 3, 2013. Since January 15, 2012, she had served as the Company's Executive Vice President, Marketing and Merchandising. Prior to this appointment, she served as the Company's Vice President of Marketing for four years. Ms. Forbes is responsible for the strategic direction of the marketing, advertising and communication functions of the Company. Ms. Forbes joined aMattress Firm franchise in 1997 and held positions of increasing responsibility in sales, customer service, recruiting, training and advertising through 2005, when she joinedMattress Firm as Director of Merchandising. Ms. Forbes also serves on the advisory board with the Better Sleep Council and Clear Channel Radio Houston. Ms. Forbes is married to Matthew Forbes, the Company's Divisional Vice President of Sales & Operations.

Craig McAndrews was promoted to Executive Vice President, Merchandising and Retail Concept Development effective April 3, 2013. Since February 2012, he served as the Company's Executive Vice President, Retail Concept Development, responsible for the development and testing of alternate retail operating formats and continued franchise development. Prior to this position, Mr. McAndrews served as Vice President of Merchandising from February 2010 until his promotion and Regional Sales Manager from February 2009 to February 2010. Before joiningMattress Firm, Mr. McAndrews was the owner and director of Innovative Retail Group from 2003 to 2009. From 1999 until 2003, he was President of aMattress Firm franchise, which he had co-founded. Previously, he was Vice President of Sales at Simmons Bedding Company.

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

Timothy F. Oakhill became the Company's Executive Vice President, Brand Management effective May 1, 2013. Prior to joiningMattress Firm, he was a partner of Eitel & Armstrong, a consulting practice that provides hands-on operating and financial guidance to middle market companies, where he advised private equity firms on marketing viability of potential portfolio companies and as an on-site consultant for EmployBridge, Inc. Mr. Oakhill served in various roles at Simmons Bedding Company from 1997 to 2011, including Executive Vice President, Marketing from 2007 to 2011, Senior Vice President, Marketing from 2005 to 2007 and Vice President—International and Domestic Licensing from 2004 to 2005. At Simmons, he was responsible for North American marketing and product strategy, worldwide licensing strategy, brand management and public relations.

Christopher T. Cook joined the Company as Executive Vice President, Strategic Transformation and Development on April 3, 2014 concurrently with the Company's acquisition of the outstanding partnership interests in Sleep Experts Partners, L.P., which was previously owned, directly and indirectly, by Mr. Cook. Mr. Cook was a founder of Sleep Experts and served as the Chief Executive Officer since February 2004.

James M. Tillis joined the Company as Senior Vice President, Human Resources in April 2013. Prior to joiningMattress Firm, he held the position of Vice President, Field Human Resources at Radioshack, Inc. from 2009 to April 2013. From 2007 to 2009, Mr. Tillis served as Group Director, Global Learning and Development at Coca-Cola Enterprises in Atlanta, Georgia where he led global learning and development that supported over 70,000 employees. He held various positions at Bank of America in Charlotte, NC from 2004 to 2007, including Senior Vice President, Executive & Leadership Pipeline Development. From 1997 to 2004, Mr. Tillis served in several roles for PepsiCo (Frito-Lay Division), including HR Director, Sales Training and Organization Capability.

Stephen M. Johnson joined the Company as Senior Vice President and Chief Information Officer in January 2014. From 2011 until 2014, Mr. Johnson was IT Director for Baker Hughes Incorporated overseeing the US Land & Gulf of Mexico region and, more recently, the Western Hemisphere. Prior to joining Baker Hughes Incorporated, from 2002 to 2011, Mr. Johnson held several positions at General Electric Company, including Chief Information Officer, GE Motors & Controls—GE Energy from 2008 until 2010 and Operations Leader, GE Energy Services—GE Energy from 2010 until 2011. As Operations Leader at General Electric Company, he was responsible for the development and implementation of financial management processes for the Energy Services (ES) Information Management (IM) function.

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

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

Mr. Stagner's background is described above under "Corporate Governance—Directors Continuing in Office."

There are no family relationships between any director or executive officer of the Company.

Compensation Committee Report

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

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

Compensation Discussion and Analysis

This section discusses the principles underlying our policies and decisions with respect to the compensation of our executive officers who are named in the "Summary Compensation Table" and the most important factors relevant to an analysis of these policies and decisions. Our "named executive officers" for fiscal year 2013 were:

•: R. Stephen Stagner, President and Chief Executive Officer ("CEO");
•: Jim R. Black, Executive Vice President, Chief Financial Officer ("CFO") and Treasurer;
•: Stephen G. Fendrich, Chief Strategy Officer ("CSO");
•: Bruce Levy, Executive Vice President, Real Estate and Construction; and
•: Karrie Forbes, Executive Vice President, Marketing.

Overview of Fiscal Year 2013 Performance and Compensation

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

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

•: attracting and retaining talented and experienced executive officers;
•: 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;
•: providing a competitive compensation package in which total compensation places significant weight on performance-based and long-term, market-based compensation;
•: ensuring fairness among the executive management team by recognizing the contributions each executive officer makes to our success; and
•: fostering a shared commitment among our executive officers by coordinating Company and individual goals.

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

At the 2012 annual meeting of stockholders, the stockholders approved, on a non-binding, advisory basis, the compensation of the Company's named executive officers. The Compensation Committee considered the results of the advisory vote of the stockholders in its review of executive compensation in fiscal year 2013 and determined that the stockholders generally supported the compensation packages awarded to the Company's named executive officers, and the objectives and policies by which those packages were 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 holder an advisory vote every three years. The Compensation Committee considered the results of this vote and determined that, consistent with the majority vote of the Company's stockholders at the 2012 annual meeting of stockholders, the Company will hold future non-binding stockholder advisory votes on the compensation of the Company's named executive officers every three years at the Company's annual meeting of stockholders. Accordingly, the next non-binding, advisory vote on executive compensation will be submitted to the stockholders at the 2015 Annual Meeting of Stockholders.

Highlights of Fiscal Year 2013 Performance

During fiscal year 2013, we achieved strong financial performance, and we believe our named executive officers were instrumental in helping us achieve these results. Highlights of our fiscal year 2013 performance include the following:

•: Net income increased $13.0 million to $52.9 million for fiscal year 2013 compared to $39.9 million for fiscal year 2012.
•: Adjusted EBITDA increased $33.5 million to $121.0 million for fiscal year 2012 compared with $87.5 million for fiscal year 2011. Adjusted EBITDA increased $19.0 million to $140.0 million for fiscal year 2013 compared with $121.0 million for fiscal year 2012. Adjusted EBITDA as a

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percentage of sales decreased to 11.5% during fiscal year 2013 compared with 12.0% for fiscal year 2012 as a result of temporary deleverage in store occupancy and other primarily fixed expenses related to acquisitions of stores with sales productivity levels that, while improving, remain below the levels of our existing store base. (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 2013 (the "2013 Annual Report"), filed with the U.S. Securities and Exchange Commission on March 27, 2014, for a definition of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to net income).

•: Net sales increased $209.5 million, or 20.8%, to $1,216.8 million for fiscal year 2013, compared to $1,007.3 million for fiscal year 2012. Comparable-store sales increased 1.3% during fiscal year 2013.
•: We opened 154 new stores and acquired 46 stores during fiscal year 2013. New and acquired stores, net of stores closed, added $196.5 million in net sales during fiscal year 2013.
•: Operating cash flows were $103.4 million during fiscal year 2013, which was a funding source for acquisitions, capital expenditures and debt principal payments.

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. Our Compensation Committee is generally responsible for developing and administering our executive compensation programs and determining the nature and amount of compensation paid to our executive officers, and, for all of our employees including our executive officers, administering our equity compensation plans and awards. Our CEO, CSO and CFO will discuss and recommend the nature and amount of compensation payable to our executive officers other than the CEO, CSO and CFO as well as equity awards to all employees. The Compensation Committee will consider these recommendations when determining the compensation packages of all executive officers and the grant of any equity awards under our equity compensation plans.

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

Prior to the Company's initial public offering that was completed in November 2011 (the "IPO"), we had a Company-level compensation committee, which was comprised of three voting members (our CEO, CFO and CSO) and four non-voting members (all of whom were members of either our human resources or finance departments). The Company-level compensation committee had been responsible for recommending and determining base salary amounts and increases for our executive officers (other than themselves), and for recommending the annual bonus goals under our annual incentive program to the board of managers of our then-sole stockholder, Mattress Holdings, LLC (the "Board of Managers"), for its approval. Prior to the IPO, the Board of Managers was responsible for determining the elements that comprise our executive compensation programs in general, as well as approving the performance objectives associated with our annual bonus programs and approving the equity grants made to employees, both as described below. The Company-level compensation committee continues to function and is responsible for determining the compensation of employees other than our executive officers. The number of non-voting committee members has increased to include additional members of our human resources, legal and finance departments and, beginning in fiscal year 2014, our COO has replaced our CSO as a voting member of the committee.

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The compensation for our CEO, CFO and CSO is governed by their respective employment agreements, which are described below. These agreements were amended and restated in September 2011 and approved by our Board. Prior to the IPO, the Board of Managers provided oversight of the Company's compensation practices with respect to these three named executive officers. Our Company-level compensation committee, which is described above, did not make any compensation determinations for these three individuals.

Use of Comparative Market Data

As part of our preparation in 2011 to become a public company, our Board engaged Pearl Meyer & Partners, or "Pearl Meyer," an independent compensation consulting firm, to advise on certain aspects of compensation for our executive officers, including assisting us in determining the size and terms of the grants of equity awards to be made under our newly-established equity plan in connection with the IPO. Grants made to our executive officers at the time of the IPO reflected the recommendations that Pearl Meyer provided to the Board related to such awards. In addition, Pearl Meyer developed, and our Board approved, a peer group of companies against which to assess the following key components of our executive officers' compensation following the IPO: base salary, annual cash bonus and long-term incentives. While our CEO, CFO and CSO considered updated 2012 market data compiled by Pearl Meyer in making compensation recommendations to the Compensation Committee during fiscal year 2013, the Compensation Committee did not benchmark total executive compensation or individual compensation elements against this 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.

Prior to the IPO, certain members of our human resources department conducted, on an annual basis, an analysis of our executive compensation programs relative to those of other comparable companies to gain a general understanding of whether our executive compensation programs were competitive. During fiscal year 2011, prior to the IPO, Triad Consultants, Inc., an independent consulting firm, performed a compensation review under which it used a number of sources to provide us with relevant market data. While we had historically reviewed the data provided by our human resources department and Triad Consultants, Inc., and from time to time adjusted our compensation practices in light of such data, prior to the IPO we did not formally benchmark our executive compensation levels against the gathered survey data or against any specific group of companies.

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

Elements of Executive Officer Compensation

The following is a discussion of the primary elements of compensation for each of our executive officers for fiscal year 2013. Compensation for our executive officers consisted of the following elements for fiscal year 2013:

•: 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

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officer's contributions to the prior fiscal year and expected challenges during the current fiscal year.

•: Bonus and Short-Term Incentive Arrangements. An annual cash incentive based on Company performance intended to promote and reward achievement of the Company's annual financial and strategic objectives. Bonuses, whether under the Executive Annual Incentive Plan or non-plan discretionary cash bonuses, are paid out in the first quarter of each fiscal year to reward executive officers for their efforts during the prior fiscal year. The Adjusted EBITDA targets for the annual cash bonuses payable under our Executive Annual Incentive Plan, which align with the Company's budget expectations for the fiscal year, are also set in the first quarter of each fiscal year to provide executive officers with clear guidance as to the Board's expectations of the Company's performance for the current fiscal year.
•: Long-Term Stock-Based Incentive Arrangements. Periodic grants of service-based and market-based stock options and restricted stock under our equity plan, which are intended to align the executive officer's interests with those of our stockholders by tying value to long-term Company performance. Long-term equity awards are granted during the third quarter of the fiscal year to provide additional motivation and incentives to management for the second half of the year.
•: Retirement and Health and Welfare Benefits. Retirement benefits (including a 401(k) plan and non-qualified deferred compensation plan) intended to provide tax-efficient retirement savings and health and welfare benefits (including medical, dental, vision, life and AD&D insurance and short-term and long-term disability insurance) intended to provide comprehensive benefits.
•: Executive Perquisites. Additional benefits offered to certain of our executive officers to provide competitive supplemental benefits, such as Company payment of the premiums associated with health and welfare benefits (including medical, dental and vision coverage), and separate Company-paid life and disability insurance policies for Messrs. Stagner, Black and Fendrich.

Base Salary

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

The base annual salaries of the Company's named executive officers for fiscal year 2013 were as follows:

Name	Base Salary

R. Stephen Stagner	$	500,000
Stephen G. Fendrich	$	350,000
Jim R. Black	$	350,000
Karrie Forbes	$	275,000
Bruce Levy	$	247,577

The base salaries of Messrs. Stagner, Black and Fendrich are set forth in their respective employment agreements, which were amended and restated effective September 14, 2011 and approved by our Board. In connection with the IPO, the base salaries of Messrs. Stagner, Black and Fendrich were automatically increased to the amounts set forth above as provided in their respective

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employment agreements. When determining the IPO-based increase to the base salaries of these named executive officers, our Board took into account the Company's performance during fiscal year 2011 and expansion over the prior two fiscal years, as well as the increased roles and responsibilities the executive officers would have as executive officers of a publicly traded company. The employment agreements also provide, in very limited circumstances, for an automatic annual cost of living adjustment to base salaries on February 1 of each year. No cost of living adjustment was required on February 1, 2013. Effective January 29, 2014, the Compensation Committee increased Mr. Stagner's base salary to $600,000.

Prior to the IPO, recommendations for the base salaries of Mr. Levy and Ms. Forbes were made by our human resources department, in accordance with our salary administration policy. Our salary administration policy is an internal tool that establishes a salary range for each job position covered by the policy. We generally do not deviate from these guidelines when setting base compensation or increasing base salary, although from time to time we have done so in circumstances warranting special considerations. Our human resources department, when recommending an executive officer's initial base salary, reviews the salary guidelines, the individual's role, expected responsibilities, skills, experience and prior compensation levels and general market data. When recommending subsequent increases to base salary, our human resources department reviews the salary guidelines, the executive officer's contributions to the Company, individual performance and general market trends.

Each year prior to the IPO, our human resources department presented, for review and approval by our CEO, CFO and CSO, initial salary recommendations and recommendations for base salary increases for all other employees, including Mr. Levy and Ms. Forbes. Our CEO, CFO and CSO then recommended to the chairman of the Board of Managers an aggregate amount for base salary increases for all employees. The chairman of the Board of Managers approved the aggregate amount, but not any individual base salary increases. Our CEO, CFO and CSO then reviewed and approved the individual base salary increases for our other executive officers.

At the beginning of fiscal year 2011, Ms. Forbes' base salary was increased from $200,000 to $206,500 and Mr. Levy's base salary was increased from $225,000 to $239,900, in each case based on the factors described above. Following the IPO, in connection with her promotion to Executive Vice President, Marketing and Merchandising, Ms. Forbes entered into amended and restated offer letter, effective January 15, 2012, to provide for an increase in her annual base salary to $230,000, which increase was approved by the Board. In June 2012, after a review of the 2011 market data compiled by Pearl & Meyer, Ms. Forbes' base salary was further increased to $250,000 at the recommendation of our CEO to ensure that her salary reasonably reflected competitive market rates. In March 2013, the Compensation Committee approved base salaries of $275,000 and $247,577 for Ms. Forbes and Mr. Levy, respectively, in recognition of their significant efforts to the Company's growth and operations in fiscal year 2012. Effective January 29, 2014, the Compensation Committee increased Ms. Forbes' base salary to $290,000 and Mr. Levy's base salary to $275,000.

Our Compensation Committee is now responsible for the review, evaluation and approval of all executive officer compensation. The committee considers recommendations of our human resources department and proposals by the CEO, CFO and CSO in making its determination. The Compensation Committee has the authority to increase the base salaries of our executive officers and approved base salary increases to all executive officers (other than the CEO, CFO and CSO) in March 2013 concurrently with the approval of the base salaries of Ms. Forbes and Mr. Levy for fiscal year 2013.

Bonus and Short-Term Incentive Arrangements

In addition to receiving base salaries, our executive officers are eligible to earn annual cash bonuses under our Executive Annual Incentive Plan based upon the attainment of specific performance objectives. During fiscal year 2013, our executive officers were each eligible for a bonus based solely on achievement of the Company's Adjusted EBITDA goals as the only performance objective.

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The cash bonuses (as a percentage of base salary) payable to each named executive officer if the relevant performance goals associated with his or her bonus were achieved for fiscal year 2013 were as follows:

	Target Cash Bonus as a % of Base Salary(1)

Name	Target			Maximum
R. Stephen Stagner		50	%		100	%
Stephen G. Fendrich		50	%		100	%
Jim R. Black		50	%		100	%
Karrie Forbes		35	%		70	%
Bruce Levy		35	%		70	%

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

Our Compensation Committee determines the performance criteria applicable to our annual bonuses. In May 2013, the Compensation Committee, after consultation with the CEO and CFO, set the fiscal year 2013 Adjusted EBITDA target at a level it believed was both challenging and achievable. By establishing a target that was challenging, the Compensation Committee believed that the performance of our employees, and therefore our performance, would be maximized. By setting a target that was also achievable, the Compensation Committee believed that employees would remain motivated to perform at the high level required to achieve the target. The Adjusted EBITDA goals for fiscal year 2013 and their commensurate payouts are detailed in the chart below. Bonus payouts are interpolated when performance falls between the discrete points shown. The Compensation Committee had the authority to adjust the final bonus payouts in their discretion, but did not exercise such authority during fiscal year 2013.

	Below Threshold	Threshold	Target	Maximum	FY2013 Actual

Adjusted EBITDA	<$159.3 million	$159.3 million	$171.2 million	$183.1 million	$139.9 million
Bonus Payout as a % of Target Cash Bonus	No bonus	0%	100% of target	200% of target	No bonus

At the conclusion of the fiscal year, Adjusted EBITDA results were calculated by our finance department and were presented to our Compensation Committee for review and approval. Actual Adjusted EBITDA for fiscal year 2013 was $139.9 million, which was below the threshold level. As a result, no executive officer, including Messrs. Stagner, Black, Fendrich and Levy and Ms. Forbes, received a bonus under the Executive Annual Incentive Plan for fiscal year 2013.

In addition to the bonuses described above, the employment agreements for Messrs. Stagner, Black and Fendrich establish a supplemental bonus pool, whereby such executive officers are eligible to share with other members of the senior management of the Company in an incremental bonus pool of 10% of the actual amount of annual Adjusted EBITDA in excess of the annual Adjusted EBITDA maximum level target for each fiscal year that the executive officer is employed by us. For fiscal year 2013, the actual amount of annual Adjusted EBITDA of $139.9 million did not exceed the fiscal year 2013 maximum level Adjusted EBITDA target of $183.1 million, so no incremental bonus pool was established for fiscal year 2013.

In addition to the bonus plan established under the Executive Annual Incentive Plan, the CEO has the authority to grant discretionary cash bonuses to employees of the Company who have made significant contributions to the Company's performance during the year or have otherwise performed

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above expectations. The Compensation Committee approves all discretionary cash bonuses awarded to executive officers. For fiscal year 2013, an aggregate of $577,987 was awarded in discretionary cash bonuses to employees in the first quarter of fiscal year 2014, of which an aggregate of $115,000 was awarded, with the Compensation Committee's approval, to Mr. Levy and two other executive officers who are not named executive officers.

From time to time, the Compensation Committee may award discretionary cash bonuses to executive officers for exceptional performance. In July 2013, the Compensation Committee approved a cash bonus award of $40,000 to Mr. Levy in recognition of the considerable impact on his responsibilities as a result of the Company's significant acquisitions in fiscal year 2012 and his continued dedication and contributions to the Company.

The actual bonuses paid to our named executive officers with respect to fiscal year 2013 are set forth in the "Summary Compensation Table" below.

Long-Term Stock-Based Incentive Arrangements

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

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

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

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values equal to 80% of their respective base salaries, of which 50% were awarded in the form of stock options and 50% were awarded in the form of market-based restricted stock. Senior Vice Presidents received grants of long-term equity awards with estimated fair values equal to 65% of their respective base salaries, of which 50% were awarded in the form of stock options and 50% were awarded in the form of market-based restricted stock. Vice Presidents whose responsibilities directly affected the operational performance of the Company received grants of long-term equity awards with estimated fair values equal to 50% of their respective base salaries, of which 50% were awarded in the form of market-based restricted stock and 50% were awarded in the form of service-based restricted stock. The remaining key employees received grants of long-term equity awards with estimated fair values equal to varying percentages of their respective base salaries, of which 100% were awarded in the form of service-based restricted stock.

Employment and Severance Arrangements

We have entered into employment agreements with Messrs. Stagner, Black and Fendrich and letter agreements with Mr. Levy and Ms. Forbes. The employment agreements with Messrs. Stagner, Black and Fendrich were amended and restated, effective September 14, 2011, to extend the terms of such agreements through the end of fiscal year 2014, and, effective upon the consummation of the IPO, to increase the annual base salaries of Messrs. Stagner, Black and Fendrich to the amounts set forth above. The letter agreement with Ms. Forbes was amended and restated, effective January 15, 2012, and amended again, effective April 3, 2013, to increase her annual base salary and to reflect her position as Executive Vice President, Marketing. None of the agreements provide for any tax gross-ups on severance payments nor provided for any payments upon a change-in-control. The material terms of these arrangements are summarized below.

•: Employment Agreement with Mr. Stagner. Mr. Stagner is a party to an amended and restated employment agreement, effective September 14, 2011, under which he is entitled to receive an annual base salary of $500,000 and is eligible for an annual target cash bonus. Effective January 29, 2014, Mr. Stagner's employment agreement was amended to increase his base salary to $600,000. His employment agreement also provides, in very limited circumstances, for an automatic annual cost of living adjustment to his base salary on February 1 of each year. No cost of living adjustment was required on February 1, 2012 or February 1, 2013. The agreement also provides for certain payments and benefits to be provided upon a qualifying termination of Mr. Stagner's employment, as described below under "Potential Payments Upon Termination or Change of Control." In addition, the agreement provides that the term of his employment will be automatically extended for subsequent one-year terms, unless three (3) months notice of non-renewal is provided by either the Company or Mr. Stagner.
•: Employment Agreements with Messrs. Fendrich and Black. Messrs. Fendrich and Black are each a party to an employment agreement, effective September 14, 2011, under which each is entitled to receive an annual base salary of $350,000 and is eligible for an annual target cash bonus. The employment agreements also provide, in very limited circumstances, for an automatic annual cost of living adjustment to the executive officer's base salary on February 1 of each year. No cost of living adjustment was required on February 1, 2012 or February 1, 2013. Each agreement also provides for certain payments and benefits to be provided upon a qualifying termination of Messrs. Fendrich's or Black's employment, as described below under "Potential Payments Upon Termination or Change of Control." In addition, each agreement provides that the term of Messrs. Fendrich's or Black's employment will be automatically extended for subsequent one-year terms, unless three (3) months notice of non-renewal is provided by either the Company or Messrs. Fendrich or Black, as applicable.
•: Letter Agreement with Ms. Forbes. Ms. Forbes is a party to an offer letter agreement with the Company, effective January 15, 2012, under which she was entitled to receive an annual base

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salary of $230,000. The offer letter agreement was amended, effective April 3, 2013, to reflect the change in her position to Executive Vice President, Marketing and to reflect the base salary approved by the Compensation Committee of $275,000 for fiscal year 2013. The agreement also provides that Ms. Forbes is eligible for an annual target cash bonus. Ms. Forbes is entitled to certain payment upon a qualifying termination of her employment, as described below under "Potential Payments Upon Termination or Change of Control." Under this letter agreement, Ms. Forbes is an at-will employee.

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

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 named executive officers, as well as provision and payment of separate life and disability insurance policies for Messrs. Stagner, Black and Fendrich and payment of relocation expenses for Messrs. Fendrich and Levy. The costs associated with all perquisites are included in the "Summary Compensation Table" below.

Risk Assessment of Compensation Policies and Practices

Our Board and our Compensation Committee have considered whether the risks arising from our compensation practices or policies are reasonably likely to have a materially adverse effect on the Company. We believe that the structure of our compensation programs does not incentivize unnecessary or excessive risk-taking. Our policies and practices include the following risk-mitigating characteristics: our compensation programs for executive officers are generally administered by our Compensation Committee; there is an annual cap on the amount of bonuses that may be paid under the Executive Annual Incentive Plan to our executive officers and other employees; the performance goals upon which annual bonuses are paid are approved by our Compensation Committee and our

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Board; bonus amounts are only paid after the performance is certified by our Compensation Committee after receiving input from our finance department following a review of our audited financial results; and our equity awards are subject to multi-year vesting and the ultimate value of such awards is tied to the Company's long-term stock price performance. As a result of this review, the Company does not believe that our compensation policies and practices create or encourage the taking of risks that are reasonably likely to have a material adverse effect on the Company. In addition, we have adopted an insider trading policy that generally prohibits insiders from pledging shares of our common stock, engaging in short sales of our common stock or any hedging of their ownership of our common stock.

Tax and Accounting Considerations

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

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

Compensation of Named Executive Officers

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

Summary Compensation Table

The following table sets forth the total compensation awarded to, earned by, or paid to our named executive officers for all services rendered in all capacities to us or our then-sole stockholder, Mattress Holdings, LLC in fiscal years 2011, 2012 and 2013.

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SUMMARY COMPENSATION TABLE

Name and Principal Position		Salary ($)(a)		Bonus ($)(b)		Stock Awards ($)(c)		Option Awards ($)(d)		Non-Equity Incentive Plan Compensation ($)(e)		All Other Compensation ($)(f)		Total ($)

R. Stephen Stagner	2011	$	424,940		—		—	$	1,477,620	$	606,100	$	19,989	$	2,528,649
President and Chief	2012	$	500,000		—		—		—	$	166,002	$	22,922	$	688,924
Executive Officer	2013	$	500,000		—	$	275,460	$	559,255		—	$	29,971	$	1,364,686
Stephen G. Fendrich	2011	$	330,016		—		—	$	738,810	$	435,000	$	58,235	$	1,562,061
Chief Strategy Officer	2012	$	350,000		—		—		—	$	116,202	$	63,593	$	529,795
	2013	$	350,000		—	$	128,546	$	260,976		—	$	90,002	$	829,524
Jim R. Black	2011	$	301,958		—		—	$	738,810	$	464,900	$	15,894	$	1,521,562
Executive Vice President	2012	$	350,000		—		—		—	$	116,202	$	16,959	$	483,161
and Chief Financial	2013	$	350,000		—	$	128,546	$	260,976		—	$	20,135	$	759,657
Officer
Bruce Levy	2011	$	239,900		—		—	$	299,829	$	17,950	$	19,635	$	577,314
Executive Vice President,	2012	$	239,900		—		—		—	$	45,798	$	34,737	$	320,435
Real Estate and	2013	$	247,577	$	40,000	$	72,743	$	147,688		—	$	43,901	$	551,909
Construction
Karrie Forbes	2011	$	207,569		—		—	$	429,813	$	158,785	$	8,794	$	804,961
Executive Vice President,	2012	$	250,000		—		—		—	$	56,552	$	10,194	$	316,746
Marketing	2013	$	275,000		—	$	80,806	$	164,056		—	$	12,911	$	532,773

(a): Amounts shown in this column are not reduced to reflect any deferrals under the Executive Nonqualified Excess Plan (our nonqualified deferred compensation plan) or the 401(k) Plan.
(b): Amounts shown in this column represent discretionary cash bonus payments, if any, to the named executive officer during the applicable fiscal year. See "—Compensation Discussion and Analysis—Elements of Named Executive Officer Compensation—Bonus and Short-Term Incentive Arrangements".
(c): Amounts shown in this column reflect the fair value of restricted stock grants made to the named executive officers on September 4, 2013. The underlying valuation assumptions for the restricted stock grants are further discussed in Note 14 to the consolidated financial statements for fiscal year 2013 (the "2013 Financials"), which are included in our 2013 Annual Report.
(d): Amounts shown in this column represent the dollar amounts of the aggregate grant date fair value of stock option awards determined in accordance with ASC Topic 718. These grants were made on November 17, 2011 and September 4, 2013. The underlying valuation assumptions for stock option awards are further discussed in Note 14 to the 2013 Financials, which are included in the 2013 Annual Report.
(e): Amounts shown in this column represent the named executive officer's annual bonus payment under the Executive Annual Incentive Plan. For each named executive officer, the annual bonus is based solely on achievement of the Company's Adjusted EBITDA target. Bonus amounts for fiscal year 2011 also include a portion of the incremental bonus pool of 10% of the Company's actual Adjusted EBITDA over the Company's Adjusted EBITDA maximum level target. Bonus amounts are not reduced to reflect any deferrals under the Executive Nonqualified Excess Plan or the 401(k) Plan. See "—Compensation Discussion and Analysis—Elements of Named Executive Officer Compensation—Bonus and Short-Term Incentive Arrangements".
(f): Amounts shown in the "All Other Compensation" column include the following items, as applicable to each named executive officer, for fiscal years 2011, 2012 and 2013: Company-paid premiums for life and disability insurance and health coverage, Company contributions to the 401(k) Plan, relocation and temporary housing expenses.

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All Other Compensation Table

Name		Company- Paid Premiums for Life and Disability Insurance ($)		Company- Paid Premiums for Health Coverage ($)		Company Contributions to 401(k) Plan ($)(a)		Relocation Expenses ($)			Reimbursement of Spouse Airfare ($)(b)		Total ($)

R. Stephen Stagner	2011	$	2,628	$	11,862	$	5,499		—			—	$	19,989
	2012	$	3,009	$	14,247	$	5,666		—			—	$	22,922
	2013	$	4,143	$	14,247	$	5,833		—		$	5,748	$	29,971
Stephen G. Fendrich	2011	$	6,862	$	11,862	$	583	$	38,928	(c)		—	$	58,235
	2012	$	8,496	$	13,258	$	3,333	$	38,506	(d)		—	$	63,593
	2013	$	7,696	$	15,493	$	5,833	$	60,980	(e)		—	$	90,002
Jim R. Black	2011	$	1,999	$	8,396	$	5,499		—			—	$	15,894
	2012	$	2,411	$	8,882	$	5,666		—			—	$	16,959
	2013	$	4,130	$	10,172	$	5,833		—			—	$	20,135
Bruce Levy	2011	$	48	$	6,978		—	$	12,609	(f)		—	$	19,635
	2012	$	48	$	7,179		—	$	27,510	(g)		—	$	34,737
	2013	$	800	$	9,177		—	$	33,924	(h)		—	$	43,901
Karrie Forbes	2011	$	48	$	3,941	$	4,805		—			—	$	8,794
	2012	$	48	$	4,480	$	5,666		—			—	$	10,194
	2013	$	809	$	5,631	$	5,478		—		$	993	$	12,911

(a): Amounts shown reflect the Company's matching contributions to the named executive officer's 401(k) Plan account. The 401(k) Plan provides for an annual match of 33¹/3% of contribution amounts.
(b): The Company reimbursed the named executive officer for the cost of his or her spouse's airfare to Hawaii in connection with a Company-sponsored trip rewarding outstanding employees.
(c): Amount shown reflects reimbursement of relocation expenses in connection with Mr. Fendrich's relocation to Houston, Texas, including temporary housing expenses of $25,600, and a "gross-up" of $13,328 to cover taxes on his temporary housing expenses.
(d): Amount shown reflects reimbursement of relocation expenses in connection with Mr. Fendrich's relocation to Houston, Texas, including temporary housing expenses of $25,200, and a "gross-up" of $13,306 to cover taxes on his temporary housing expenses.
(e): Amount shown reflects reimbursement of relocation expenses in connection with Mr. Fendrich's relocation to Houston, Texas, including temporary housing expenses of $30,000, and a "gross-up" of $30,980 to cover taxes on his temporary housing expenses.
(f): Amount shown reflects reimbursement of relocation expenses in connection with Mr. Levy's relocation to Houston, Texas, including temporary housing expenses of $8,550, and a "gross-up" of $4,059 to cover taxes on his temporary housing expenses.
(g): Amount shown reflects reimbursement of relocation expenses in connection with Mr. Levy's relocation to Houston, Texas, including temporary housing expenses of $18,675, and a "gross-up" of $8,835 to cover taxes on his temporary housing expenses.
(h): Amount shown reflects reimbursement of relocation expenses in connection with Mr. Levy's relocation to Houston, Texas, including temporary housing expenses of $17,525, and a "gross-up" of $16,399 to cover taxes on his temporary housing expenses.

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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 year 2013.

GRANTS OF PLAN-BASED AWARDS TABLE

																		Grant Date Fair Value of Stock and Option Awards ($)(f)

				Estimated Future Payouts Under Non-Equity Incentive Plan Awards						Estimated Future Payouts Under Equity Incentive Plan Awards
										Estimated Future Payouts Under Equity Incentive Plan Awards						Exercise or Base Price of Option Awards ($/Share)(e)
Name		Grant Date		Threshold ($)(c)		Target ($)(c)		Maximum ($)(c)		Threshold (#)		Target (#)(d)		Maximum (#)		Exercise or Base Price of Option Awards ($/Share)(e)
R. Stephen Stagner	Bonus(a)		—		—	$	250,000	$	500,000		—		—		—		—		—
	Stock Options		9/4/2013		—		—		—		—		23,508		—	$	41.25	$	559,255
	Restricted Stock		9/4/2013		—		—		—		—		12,538		—		—	$	275,460
Stephen G. Fendrich	Bonus(a)		—		—	$	175,000	$	350,000		—		—		—		—		—
	Stock Options		9/4/2013		—		—		—		—		10,970		—	$	41.25	$	260,976
	Restricted Stock		9/4/2013		—		—		—		—		5,851		—		—	$	128,546
Jim R. Black	Bonus(a)		—		—	$	175,000	$	350,000		—		—		—		—		—
	Stock Options		9/4/2013		—		—		—		—		10,970		—	$	41.25	$	260,976
	Restricted Stock		9/4/2013		—		—		—		—		5,851		—		—	$	128,546
Bruce Levy	Bonus(b)		—		—	$	86,652	$	173,304		—		—		—		—		—
	Stock Options		9/4/2013		—		—		—		—		6,208		—	$	41.25	$	147,688
	Restricted Stock		9/4/2013		—		—		—		—		3,311		—		—	$	72,743
Karrie Forbes	Bonus(b)		—		—	$	96,250	$	192,500		—		—		—		—		—
	Stock Options		9/4/2013		—		—		—		—		6,896		—	$	41.25	$	164,056
	Restricted Stock		9/4/2013		—		—		—		—		3,678		—		—	$	80,806

(a): Non-equity incentive plan compensation for Messrs. Stagner, Fendrich and Black is determined and paid in accordance with the terms of their respective employment agreements, and is based on achievement of Company performance targets relating to the Company's Adjusted EBITDA that were approved by the Compensation Committee.
(b): Non-equity incentive plan compensation for Mr. Levy and Ms. Forbes is determined and paid in accordance with the terms of their respective letter agreements, as further adjusted by the Compensation Committee, and is based on achievement of Company performance targets relating to the Company's Adjusted EBITDA that were approved by the Compensation Committee.
(c): These amounts represent threshold, target and maximum bonus opportunities under the Executive Annual Incentive Plan for each of the named executive officers. As described above under "—Compensation Discussion and Analysis—Elements of Executive Officer Compensation—Bonus and Short-Term Incentive Arrangements," for fiscal year 2013, the Adjusted EBITDA threshold was $159.3 million. If the Company's Adjusted EBITDA was equal to or less than $159.3 million, no bonus would be paid to the executive officers. Once the threshold is satisfied, the actual payout amount is a function of the amount by which the threshold is exceeded up to the maximum amount, calculated by linear interpolation within that range. The maximum amount does not reflect the potential of any supplemental bonus pool, whereby our executive officers are eligible to share in an incremental bonus pool of 10% of the actual amount of annual Adjusted EBITDA in excess of the annual Adjusted EBITDA maximum level target, as the supplemental bonus pool is not subject to a maximum cap. The actual amount of the bonus earned by each named executive officer for fiscal year 2013 is reported in the "Summary Compensation Table" under the heading "Non-Equity Incentive Plan Compensation." For a description of the supplemental bonuses and performance targets relating to the Company's bonus opportunities for fiscal year 2013, please refer to "—Compensation Discussion and Analysis—Elements of Named Executive Officer Compensation—Bonus and Short-Term Incentive Arrangements" above.
(d): All stock option awards included in this column were granted under the Omnibus Plan on September 4, 2013. The option award is subject to a four-year service-based vesting schedule. For a description of the stock option awards, please refer to "—Compensation Discussion and Analysis—Elements of Named Executive Officer Compensation—Long-Term Stock-Based Incentive Arrangements".

All shares of restricted stock included in this column were granted under the Omnibus Plan on September 4, 2013. The restricted shares are subject to a four-year market-based vesting schedule. The performance vesting component is based on specified stock price increase targets. For a description of the awards of shares of restricted stock, please refer to "—Compensation Discussion and Analysis—Elements of Named Executive Officer Compensation—Long-Term Stock-Based Incentive Arrangements".
(e): The exercise price of the stock options is the fair market value of a share of our common stock on the date of grant, which was determined to equal the closing market price of one share of common stock of the Company on the date of grant.
(f): Amounts shown reflect the fair value of the stock option awards and awards of shares of restricted stock on the grant date. The underlying valuation assumptions for stock option awards are further discussed in Note 14 to the 2013 Financials, which are included in the 2013 Annual Report.

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

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

Our named executive officers were also eligible to receive bonuses based on the Company's achievement of an Adjusted EBITDA target for fiscal year 2013, as described above under "—Compensation Discussion and Analysis—Elements of Executive Officer Compensation—Bonus and Short-Term Incentive Arrangements" and "—Compensation of Named Executive Officers—Grants of Plan-Based Awards Table". For fiscal year 2013, the Adjusted EBITDA target was set by the Compensation Committee, after consultation with our CEO, CFO and CSO, in May 2013. If the Adjusted EBITDA target was achieved, Messrs. Stagner, Fendrich and Black were each entitled to receive a target bonus equal to 50% of his base salary, and Mr. Levy and Ms. Forbes were each entitled to receive a target bonus equal to 35% of his or her base salary. If the Company achieved between 0% and 100% of the revised Adjusted EBITDA target above the threshold, the cash bonus would be determined by linear interpolation between the target percentages described above. If the Company achieved greater than 100% of the annual Adjusted EBITDA target, each named executive officer had the opportunity to receive a bonus of up to two times his or her respective target cash bonus. The threshold level was not satisfied in fiscal year 2013 so no bonus was paid.

In addition to the bonuses described above, our named executive officers are eligible to share with other members of the senior management of the Company in an incremental bonus pool of 10% of the actual amount of annual Adjusted EBITDA in excess of the annual Adjusted EBITDA maximum level target. The maximum level was not satisfied in fiscal year 2013 so no incremental bonus was paid.

We believe that the majority of our named executive officers' total compensation should be tied to variable, performance-based compensation in the form of an annual cash bonus incentive, which encourages profitable and significant performance over the prior year, and periodic long-term equity awards, which focus on long-term objectives and increases in market value. Our equity awards are further split between service-based and market-based vesting to further balance stability and retention with our continued growth and performance philosophy. From time to time, we expect that our actual practice may necessarily deviate from this overall philosophy, as the Compensation Committee will consider outstanding equity interests of our executive officers and the timing of equity awards when determining whether new equity grants should be made in a fiscal year and, if so, the size of such grants. As an example, for fiscal year 2013, neither Mr. Stagner nor any other executive officer earned his or her variable, performance-based compensation due to the Company's failure to satisfy the required performance criteria. Had such performance criteria been satisfied at the target level, Mr. Stagner would have received $250,000 in performance-based compensation, which would have represented approximately 15.5% of his total compensation. Similarly, had the performance criteria been satisfied for fiscal year 2013 at the target level, performance-based compensation would have comprised approximately 13.4% to 18.7% of total compensation for our other named executive officers. Long-term, market-based compensation (in the form of a market-based restricted stock grant) represented approximately 20.2% of Mr. Stagner's total actual compensation and approximately 13.2% to 16.9% of total actual compensation for our other named executive officers. We expect that as we continue to grow as a publicly-traded company, a continued emphasis will be placed on performance-based compensation, in the form of the annual cash bonus incentive, and long-term market-based incentives, primarily in the form of equity-based awards. As a result, grants of equity-based awards may be made on a regular, annual basis, which we believe will reflect our overall compensation philosophy.

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The remainder of our executive officer compensation is comprised of fixed, guaranteed compensation (i.e. base salary) in order to provide our executive officers with a stable income stream that is commensurate with their responsibilities and competitive market conditions, as well as to provide our executive officers with a secure environment that will encourage them to take well-informed risks for the benefit of our Company and our stockholders. Our Company continues to follow an aggressive growth philosophy, whether through acquisitions or organic growth, and management must balance the pursuit of that philosophy with continued profitability and compliance with new regulations and requirements, such as the obligations of operating as a publicly-traded company. To minimize the distractions of our executive officers and encourage them to remain focused, we believe it is necessary to provide a stable income stream at a competitive level.

Outstanding Equity Awards at Fiscal Year End Table

The following table summarizes the number of stock options for each named executive officer as of January 28, 2014, the last day of fiscal year 2013. Stock options were granted by the Company under our Omnibus Plan and represent options to purchase common stock of the Company.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END TABLE

	OPTION AWARDS														STOCK AWARDS

									Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)(e)										Equity Incentive Plan Awards: Number of Unearned Shares That Have Not Vested (#)(i)		Equity Incentive Plan Awards: Market Value of Unearned Shares That Have Not Vested ($)
															Number of Shares of Stock That Have Not Vested (#)		Market Value of Shares of Stock That Have Not Vested ($)(h)
				Number of Securities Underlying Unexercised Options— Exercisable (#)			Number of Securities Underlying Unexercised Options— Unexercisable (#)(d)
Name	Grant Date										Option Exercise Price ($)(f)		Option Expiration Date(g)
R. Stephen Stagner		11/17/2011	(a)		78,274	(b)		95,666		—	$	19.00		11/17/2021		—		—		—		—
		9/4/2013	(c)		—			23,508		—	$	41.25		9/4/2023		12,538	$	525,969		—		—
Stephen G. Fendrich		11/17/2011	(a)		39,136	(b)		47,834		—	$	19.00		11/17/2021		—		—		—		—
		9/4/2013	(c)		—			10,970		—	$	41.25		9/4/2023		5,851	$	245,449		—		—
Jim R. Black		11/17/2011	(a)		39,136	(b)		47,834		—	$	19.00		11/17/2021		—		—		—		—
		9/4/2013	(c)		—			10,970		—	$	41.25		9/4/2023		5,851	$	245,449		—		—
Bruce Levy		11/17/2011	(a)		15,883	(b)		19,412		—	$	19.00		11/17/2021		—		—		—		—
		9/4/2013	(c)		—			6,208		—	$	41.25		9/4/2023		3,311	$	138,896		—		—
Karrie Forbes		11/17/2011	(a)		13,768	(b)		27,828		—	$	19.00		11/17/2021		—		—		—		—
		9/4/2013	(c)		—			6,896		—	$	41.25		9/4/2023		3,678	$	154,292		—		—

(a): Reflects stock options granted under the Omnibus Plan that are subject to service-based vesting conditions and stock options granted under the Omnibus Plan that are subject to market-based vesting conditions for which the conditions have been satisfied at the end of the fiscal year. Such service-based stock options vest in equal annual installments over five years beginning on the first anniversary of the grant date, and the market-based stock options are subject to a four-year market-based vesting schedule beginning on the first anniversary of the grant date, with such vesting tied to specified stock price increase targets.
(b): Reflects stock options with service-based vesting conditions that vested on November 17, 2012 and November 17, 2013 and stock options with market-based vesting conditions that vested at the end of fiscal year 2012 and fiscal year 2013. No shares of restricted stock were awarded prior to fiscal year 2013.
(c): Reflects stock options granted on September 4, 2013 under the Omnibus Plan that are subject to service-based vesting conditions, which will vest in four equal annual installments on each anniversary of the grant date until fully vested. Also reflects awards of shares of restricted stock granted on September 4, 2013 under the Omnibus Plan that are subject to market-based vesting conditions, which, subject to the satisfaction of specified stock price increase targets, will vest in four equal annual installments at the end of each fiscal year following the first anniversary of the grant date until fully vested.
(d): Reflects stock options that are subject to service-based vesting conditions or market-based vesting conditions in the future.
(e): Reflects stock options that were subject to market-based vesting conditions measured at the end of fiscal year 2013, which were not satisfied.
(f): The exercise price of stock options is the fair market value of a share of our common stock on the grant date. The exercise price for the stock options granted on November 17, 2011 was $19.00 per share, and was determined based on the per share offering price of our common stock in the IPO. The exercise price for the stock options granted on September 4, 2013 was $41.25 per share, and was determined based on the per share closing market price of our common stock on the date of grant.

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(g): All stock options have a ten-year term.
(h): Calculated using the closing market price on January 28, 2014, the last day of the Company's 2013 fiscal year, which was $41.95.
(i): Reflects awards of shares of restricted stock that were subject to market-based vesting conditions measured at the end of fiscal year 2013, which were not satisfied.

Option Exercises and Stock Vested Table

No stock awards vested during fiscal year 2013.

OPTION EXERCISES AND STOCK VESTED DURING FISCAL YEAR 2013 TABLE

	Option Awards

Name	Number of Shares Acquired on Exercise (#)			Value Realized on Exercise ($)
R. Stephen Stagner		—			—
Stephen G. Fendrich		—			—
Jim R. Black		—			—
Bruce Levy		—			—
Karrie Forbes		9,000	(a)	$	202,186	(b)

(a): Reflects exercise of stock options, and immediate sale of the shares acquired upon exercise, on December 17, 2013 and January 27, 2014, as reflected in the Form 4 filings made by the named executive officer.
(b): Calculated as the difference between the option exercise price ($19.00 per share) and the price for which the underlying shares were sold upon exercise. This amount is not reduced for commissions or taxes.

Non-Qualified Deferred Compensation Table

The following table shows the amounts held by our named executive officers under the Company's Executive Nonqualified Excess Plan, our non-qualified deferred compensation plan, for fiscal year 2013.

NON-QUALIFIED DEFERRED COMPENSATION TABLE

Name	Executive Contributions in Last Fiscal Year ($)(a)			Aggregate Earnings in Last Fiscal Year ($)(c)		Aggregate Withdrawals/ Distributions ($)		Aggregate Balance at End of Fiscal Year 2013 ($)

R. Stephen Stagner	$	25,000	—	$	48,705		—	$	356,375
Stephen G. Fendrich		—	—		—		—		—
Jim R. Black		—	—	$	9,745	$	53,130	$	67,979
Bruce Levy		—	—		—		—		—
Karrie Forbes	$	28,081	—	$	29,424		—	$	272,593

(a): All amounts deferred by the named executive officers for fiscal year 2013 have also been reported in the "Summary Compensation Table" above.
(b): No Company contributions or credits were made into this plan for fiscal year 2013.
(c): Reflects market-based earnings on amounts credited to participant's accounts under the plan.

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

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

Potential Payments Upon Termination or Change in Control

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

The following table summarizes the payments that would have been made to our named executive officers upon the occurrence of a qualifying termination of employment or change in control of the Company, assuming that each named executive officer's termination of employment or a change in control occurred on January 28, 2014, the last business day of our 2013 fiscal year.

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Potential Payment Upon Termination or Change in Control

Named Executive Officer	Benefit		Without Cause or For Good Reason ($)(d)		Non-Renewal (by Company) ($)(d)		Death ($)(d)		Disability ($)(d)

R. Stephen Stagner	Cash Severance(a)	—	$	900,000	$	900,000	$	900,000	$	900,000
	Health/Welfare(b)	—	$	25,559	$	25,559	$	25,559	$	25,559
Stephen G. Fendrich	Cash Severance(a)	—	$	350,000	$	262,500	$	350,000	$	350,000
	Health/Welfare(b)	—	$	16,373	$	16,373	$	16,373	$	16,373
Jim R. Black	Cash Severance(a)	—	$	525,000	$	525,000	$	525,000	$	525,000
	Health/Welfare(b)	—	$	16,050	$	16,050	$	16,050	$	16,050
Bruce Levy	Cash Severance(a)	—	$	123,789		—		—		—
	Health/Welfare(b)	—		—		—		—		—
Karrie Forbes	Cash Severance(a)	—	$	137,500		—		—		—
	Health/Welfare(b)	—		—		—		—		—

(a): The cash severance for Messrs. Stagner, Fendrich and Black is determined under their respective employment agreements. The cash severance for Ms. Forbes is determined pursuant to her letter agreement. The cash severance for Mr. Levy is based upon our severance policy, which permits the payment of up to six months' salary to certain executive leaders, including the named executive officers, upon termination of employment by the Company. The amounts in the table above do not include any annual bonus that was earned by its terms as of the last day of fiscal year 2013. For a description of the employment agreements for Messrs. Stagner, Fendrich and Black, please see "—Compensation Discussion and Analysis—Elements of Executive Officer Compensation—Employment and Severance Agreements" above.
(b): These figures are based upon COBRA premium rates for medical and dental coverage in effect at the end of fiscal year 2013.
(c): Neither the employment agreements nor the letter agreement provide for payment of benefits solely in the event of a change of control.
(d): For a discussion of each named executive officer's benefits in the event of a termination of employment due to the reason specified in the heading of each column, please see below. With respect to a termination due to disability, Messrs. Stagner, Fendrich and Black are, pursuant to their respective employment agreements, also entitled to continuation of disability insurance coverage to the extent necessary to continue benefits that the executive became entitled to receive prior to the termination of his employment with the Company. These benefits have not been quantified for purposes of this table.

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

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

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

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

•

For Messrs. Stagner and Black:

•: Eighteen months' salary continuation;
•: Eighteen months' continuation of medical and dental coverage (unless and until he becomes covered by another employer's medical and dental plans);
•: If such termination or resignation is on or after the last day of any fiscal year for which a bonus is payable, the amount of such bonus ("Accrued Bonus Payment"); and
•: Accrued Compensation.

•

For Mr. Fendrich:

•: Twelve months' salary continuation;
•: Twelve months' continuation of medical and dental coverage (unless and until he becomes covered by another employer's medical and dental plans);
•: Accrued Bonus Payment; and
•: Accrued Compensation.

In accordance with Ms. Forbes' letter agreement, if Ms. Forbes' employment is terminated by the Company without cause, she is entitled to six months' salary continuation together with any Accrued Compensation. Although not specified in his letter agreement, in accordance with our severance policy, if Mr. Levy's employment is terminated by the Company without cause, he is entitled to up to six months' salary continuation together with any Accrued Compensation.

Termination Due to Death or Disability

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

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

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

•: Salary continuation (less the amount that the executive officer receives pursuant to any Company-sponsored long-term disability insurance policy) for eighteen months for Messrs. Stagner and Black and twelve months for Mr. Fendrich;
•: Premiums for medical and dental coverage for eighteen months for Messrs. Stagner and Black and twelve months for Mr. Fendrich; and

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

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

Termination Due to Non-Renewal of Term

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

•

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

•

Mr. Fendrich is entitled to the following benefits:

•: Nine months' salary continuation;
•: Nine months' continuation of medical and dental coverage (unless and until he becomes covered by another employer's medical and dental plans);
•: Accrued Bonus Payment; and
•: Accrued Compensation.

Restrictive Covenants

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

•: Messrs. Stagner and Black have agreed to non-competition and non-solicitation obligations for eighteen months following employment termination.
•: Messrs. Fendrich and Levy and Ms. Forbes have agreed to non-competition and non-solicitation obligations for twelve months following employment termination.

DIRECTOR COMPENSATION

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

•: Base Compensation. Each independent director receives an annual retainer of $40,000, payable in four equal installments at the beginning of each fiscal quarter for services provided to our Board. Directors do not receive payment (calculated on a pro rata basis) in respect of any fiscal

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quarter during which they did not serve as a director for the full quarterly period. Beginning with the 2014 fiscal year, this annual retainer amount increased to $50,000 and directors may elect to receive the annual cash retainer in a single grant of shares of restricted stock having an aggregate equivalent value on the first day of the fiscal year, determined by dividing $50,000 by the average closing market price of the Company's common stock over the 30 trading days immediately preceding the first day of the fiscal year.

•: Committees. Prior to the 2014 fiscal year, each independent director who served as a chair of any committee of our Board received an annual retainer of $5,000 and each member of the Audit Committee received an additional annual retainer of $5,000. Effective with the 2014 fiscal year, each independent director who serves on a committee of the Board will receive an annual retainer of $5,000, even if such director is not the chair of the committee. Further, the independent director who serves as the chair of the Audit Committee will receive an additional annual retainer of $25,000 and an independent director who serves as the chair of any other committee will receive an additional annual retainer of $10,000 per committee chair position. All committee fees are payable at the beginning of each fiscal year.
•: Reimbursement of Travel and Other Expenses. Each independent director is reimbursed for his ordinary and reasonable expenses in connection with attending meetings of our Board and any committee thereof on which he serves.
•: Restricted Stock Grants. Each independent director received an annual grant of restricted stock under the Omnibus Plan with a fair market value equal to $40,000. Beginning with the 2014 fiscal year, this annual grant amount increased to $50,000. Subject to such director's continued service as an independent director, such restricted stock becomes fully vested on the first anniversary of the date of grant. Directors do not receive restricted stock (calculated on a pro rata basis) in respect of any fiscal quarter during which they did not serve as a director for the full quarterly period.

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

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The following table summarizes compensation paid to each non-employee director during fiscal year 2013:

DIRECTOR COMPENSATION TABLE

Name	Fees Earned or Paid in Cash ($)(a)		Stock Awards ($)(a)				All Other Compensation ($)(c)		Total ($)

John W. Childs		—		—	—	—	$	6,291	$	6,291
Charles R. Eitel	$	50,000	$	40,000	—	—	$	8,235	$	98,235
David A. Fiorentino		—		—	—	—	$	6,033	$	6,033
Joseph M. Fortunato	$	45,000	$	40,000	—	—	$	5,527	$	90,527
Adam L. Suttin		—		—	—	—	$	7,005	$	7,005
Frederick C. Tinsey III	$	50,000	$	40,000	—	—	$	6,316	$	96,316
William E. Watts		—		—	—	—	$	11,245	$	11,245

(a): Non-employee directors affiliated with J.W. Childs (currently Messrs. Childs, Fiorentino, Suttin and Watts) do not receive compensation for their services as directors other than reimbursement of reasonable travel expenses.
(b): Non-employees directors are not eligible to participate in the Company's non-equity incentive plans.
(c): Refers to reimbursement of reasonable travel expenses.

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AUDIT COMMITTEE MATTERS

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

Audit Committee Report

This report is furnished by the Company's Audit Committee with respect to the Company's financial statements for fiscal year 2013.

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

In performing its oversight role, the Audit Committee has reviewed and discussed with management of the Company the Company's audited financial statements for fiscal year 2013. Management represented to the Audit Committee that the Company's financial statements were prepared in accordance with generally accepted accounting principles. The Audit Committee has also discussed with Deloitte & Touche LLP the matters required to be discussed by Statement on Auditing Standards 61, Communication with Audit Committees (Codification of Statements on Auditing Standards, AU 380), as amended, and as adopted by the PCAOB in Rule 3200T, as in effect for the Company's fiscal year 2013. The Audit Committee has received the written disclosures and the letter from Deloitte & Touche LLP as required by applicable requirements of the PCAOB regarding their communication with the Audit Committee concerning independence, and has discussed with them their independence from the Company. The Committee also has considered whether, and to what extent, if any, the fact that Deloitte & Touche LLP may, from time-to-time, provide non-audit services to the Company, is compatible with maintaining the auditors' independence and has discussed this with Deloitte & Touche LLP.

Based on the review and discussions referred to above, and subject to the limitations on the role and responsibilities of the Audit Committee in its charter, the Audit Committee recommended to the Board that the Company's audited financial statements for fiscal year 2013 be included in the 2013 Annual Report. Such report was filed with the SEC on March 27, 2014.

The Audit Committee has appointed Deloitte & Touche LLP as the independent registered accounting firm of the Company for fiscal year 2014 and intends to submit such recommendation to the Company's stockholders for ratification (but not for approval) at the Company's 2014 Annual Meeting of Stockholders.

Submitted by the Audit Committee
Frederick C. Tinsey III, Former Chair
Charles R. Eitel, Interim Chair
Joseph M. Fortunato

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Independent Registered Public Accounting Firm

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

Type of Fee	Year Ended January 29, 2013(a)		Year Ended January 28, 2014

Audit Fees	$	940,674	$	1,412,220	(b)
Audit-Related Fees	$	24,500	$	126,595	(c)
Tax Fees		—		—
All Other Fees		—	$	11,604	(d)

(a): Reflect amounts paid to the Company's prior independent registered public accounting firm, Grant Thornton LLP, in respect of fiscal year 2012.
(b): Of the amount shown, $37,300 was paid to the Company's prior independent registered public accounting firm, Grant Thornton LLP, and the remainder was paid to the Company's current independent registered public accounting firm, Deloitte & Touche LLP. Deloitte & Touche LLP became the Company's current independent registered public accounting firm on June 6, 2013.
(c): This amount was paid to the Company's prior independent registered public accounting firm, Grant Thornton LLP, primarily in connection with Grant Thornton LLP's audit of the Mattress Firm, Inc. 401(k) Plan.
(d): Reflects amounts paid to Deloitte & Touche LLP for services relating to acquisition due diligence investigation activities in January 2014.

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

The retention of the independent registered public accounting firm to audit the Company's financial statements is approved each year by the Audit Committee. The Audit Committee also regularly evaluates other potential engagements by the Company of the accounting firm and approves or rejects each service considering (among other factors) the possible impact of each non-audit service on the accounting firm's independence from management. In accordance with its charter, the Audit Committee pre-approves all auditing services and the terms thereof and any non-audit services provided by the independent registered public accounting firm unless an exception to such pre-approval exists under the Exchange Act or the rules of the SEC. The Audit Committee carefully considers the fees that are proposed to be paid in connection with the approval of audit and non-audit services, and then closely monitors the fees incurred in connection with the provision of such services throughout the year. The Audit Committee receives periodic updates from management on the services that have been provided and fees incurred; from time to time, the Audit Committee may also consider and approve the provision of additional services. In the event that a need arises for the approval of additional services between meetings, the services would be considered and provisionally approved by a designated member of the Audit Committee who would present the scope and fees of the services provisionally pre-approved at the following meeting of the Audit Committee.

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Audit Committee Pre-Approval Policy

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

OTHER INFORMATION

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information regarding beneficial ownership, as of April 3, 2014, of outstanding shares of common stock by:

•: each person or group known to the Company to own more than 5% of the aggregate number of the Company's common stock;
•: each member of the Board and each of its named executive officers; and
•: all of the Company's directors and executive officers as a group.

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

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named in the table have sole voting and sole investment control with respect to all shares shown as beneficially owned. On April 3, 2014, 34,085,929 shares of common stock were outstanding.

	Company Common Stock Beneficially Owned

Name and Address of Beneficial Owner	#		%
Beneficial Owners of 5% or more of the Company's shares:
Investment funds associated with J.W. Childs(1)		16,423,288		48.2	%
Pennant Capital Management, LLC(2)		1,265,208		3.7	%
Prudential Financial, Inc.(3)		2,169,676		6.4	%
Jennison Associates LLC(4)		2,168,573		6.4	%
Stockbridge Partners LLC(5)		2,748,225		8.1	%
40 North Investments, LP(6)		2,764,968		8.1	%
Directors and Executive Officers:
Jim R. Black(7)		497,058		1.5	%
John W. Childs(8)		421,452		1.2	%
Charles R. Eitel		1,627		*
Stephen G. Fendrich(9)		247,020		*
David A. Fiorentino(10)		12,500		*
Karrie Forbes(11)		58,033		*
Joseph M. Fortunato		18,199		*
Bruce Levy(12)		41,866		*
R. Stephen Stagner(13)		1,352,965		4.0	%
Adam L. Suttin(10)(14)		—		*
Frederick C. Tinsey III		23,333		*
William E. Watts(10)		2,500		*
All executive officers and directors as a group (22 persons)(15)		2,895,830		8.5	%

*: Indicates beneficial ownership of less than 1%
(1): As reflected on the Form 4/A filed with the Securities and Exchange Commission on January 7, 2014. Represents (i) 15,985,816 shares are indirectly owned by J.W. Childs Equity Partners III, L.P., a Delaware limited partnership, whose general partner is J.W. Childs Advisors III, L.P., and (ii) 437,472 shares are indirectly owned by JWC Fund III Co-Invest, LLC, a Delaware limited liability company, whose managing member is J.W. Childs Associates, L.P. J.W. Childs Equity Partners III, L.P. and JWC Fund III Co-Invest, LLC hold their interest in the shares through JWC Mattress Holdings, LLC. J.W. Childs Associates, Inc. has voting and investment control of each of J.W. Childs Equity Partners III, L.P. and JWC Fund III Co-Invest, LLC and also manages JWC Mattress Holdings, LLC and, as a result, may be deemed to have indirect beneficial ownership of the securities held by JWC Mattress Holdings, LLC. Each of the J.W. Childs entities referenced above disclaims beneficial ownership of any securities other than the securities directly held by such entity. The business address for each of the J.W. Childs entities is 1000 Winter Street, Suite 4300, Waltham, MA 02451.
(2): As reflected on the Schedule 13G/A filed with the Securities and Exchange Commission on February 14, 2014. Includes 1,265,208 shares deemed beneficially owned by Alan Fournier and Pennant Capital Management, LLC. Mr. Fournier and Pennant Capital Management, LLC list their respective addresses as One DeForest Avenue, Suite 200, Summit, New Jersey 07901. According to such Schedule 13G/A, Mr. Fournier and

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Pennant Capital Management, LLC share voting and dispositive power with respect to such shares.

(3): As reflected on the Schedule 13G/A filed with the Securities and Exchange Commission on January 29, 2014. Represents (i) 2,168,573 shares of the Company's common stock directly held by Jennison Associates LLC, a subsidiary of Prudential Financial, Inc. and (ii) 1,103 shares of the Company's common stock directly held by Quantitative Management Associates LLC, a subsidiary of Prudential Financial, Inc. Each of the above-referenced entities lists its address as 751 Broad Street, Newark, New Jersey 07102-3777. According to such Schedule 13G/A, Prudential Financial, Inc. holds (i) sole voting power in respect of 169,940 shares of the Company's common stock; (ii) shared voting power in respect of 1,999,736 shares of the Company's common stock; (iii) sole dispositive power in respect of 169,940 shares of the Company's common stock; and (iv) shared dispositive power in respect of 1,999,736 shares of the Company's common stock.
(4): As reflected on the Schedule 13G/A filed with the Securities and Exchange Commission on February 7, 2014. Jennison Associates LLC is a subsidiary of Prudential Financial, Inc., which entity also filed a Schedule 13G/A. Jennison Associates LLC lists its address as 466 Lexington Avenue, New York, New York 10017.
(5): As reflected on the Schedule 13G/A filed with the Securities and Exchange Commission on February 14, 2014. Represents (i) 1,791,600 shares of the Company's common stock directly held by Stockbridge Fund, L.P. (f/k/a Stockbridge Special Situations Fund, L.P.), (ii) 7,735 shares of the Company's common stock directly held by Stockbridge Absolute Return Fund, L.P., (iii) 447,514 shares of the Company's common stock directly held by Stockbridge Partners LLC, (iv) 292,833 shares of the Company's common stock directly held by Stockbridge Fund M, L.P., and (v) 208,543 shares of the Company's common stock directly held by Stockbridge Master Fund (OS), L.P. Stockbridge Associates LLC, a Delaware limited liability company, is the general partner of Stockbridge Fund, L.P., Stockbridge Absolute Return Fund, L.P., Stockbridge Master Fund (OS), L.P. and Stockbridge Fund M, L.P., and, as a result, may be deemed to have indirect beneficial ownership of the securities held by such entities. Each of the Stockbridge entities referenced above disclaims beneficial ownership of any securities other than the securities directly held by such entity. Each of the Stockbridge entities lists its address as 200 Clarendon Street, 35th Floor, Boston, Massachusetts 02116.
(6): As reflected on the Schedule 13D/A filed with the Securities and Exchange Commission on January 3, 2014. Represents (i) 2,283,805 shares of the Company's common stock directly held by 40 North Investments LP, a Delaware limited partnership ("40 North Investments"), and (ii) 481,163 shares of the Company's common stock directly held by 40 North Investment Partners LP, a Delaware limited partnership ("40 North Partners"). 40 North Management LLC, a Delaware limited liability company ("40 North Management", which was formerly named 40 North Industries LLC), serves as principal investment manager to 40 North Investments and 40 North Partners. As such, 40 North Management has been granted investment discretion over portfolio investments, including the shares of the Company's common stock, held for the accounts of 40 North Investments and 40 North Partners. David S. Winter and David J. Millstone each serve as members of 40 North Management. 40 North Investments is the sole limited partner of 40 North Partners. Each of 40 North Investments, 40 North Partners, 40 North Management, Mr. Winter and Mr. Millstone each list their respective address as 9 West 57th Street, 30th Floor, New York, New York 10019.

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(7): Includes unexercised options to purchase an aggregate of 39,136 shares of the Company's common stock that vested on November 17, 2012 and November 17, 2013.
(8): Includes shares of common stock held by the John W. Childs 2013 Charitable Remainder Trust, of which Mr. Childs is the sole trustee and retains the voting and investment rights. Additionally, as Chairman and Chief Executive Officer of J.W. Childs and the sole stockholder of J.W. Childs Associates, Inc., John W. Childs may be deemed to have indirect beneficial ownership of the securities held by JWC Mattress Holdings, LLC, referenced above. Mr. Childs expressly disclaims beneficial ownership of any securities owned beneficially or of record by any person or persons other than himself for purposes of Section 13(d)(3) and Rule 13d-3 of the Exchange Act and expressly disclaims beneficial ownership of any such securities except to the extent of his pecuniary interest therein.
(9): Includes unexercised options to purchase 39,136 shares of the Company's common stock that vested on November 17, 2012 and November 17, 2013.
(10): Messrs. Fiorentino, Suttin and Watts are employees of J.W. Childs and, by virtue of this and the relationships described in note (1) above, may be deemed to share voting and dispositive power with respect to the 16,423,288 shares of the Company's common stock directly held by JWC Mattress Holdings, LLC. Each of Messrs. Childs, Fiorentino, Suttin and Watts expressly disclaims beneficial ownership of any securities owned beneficially or of record by any person or persons other than himself for purposes of Section 13(d)(3) and Rule 13d-3 of the Exchange Act and expressly disclaims beneficial ownership of any such securities except to the extent of his pecuniary interest therein.
(11): Includes unexercised options granted to Ms. Forbes to purchase an aggregate of 4,268 shares of the Company's common stock that vested on November 17, 2012 and November 17, 2013. Excludes 18,916 shares of the Company's common stock directly held by Matthew Forbes, Ms. Forbes' husband, and unexercised options granted to Ms. Forbes' husband to purchase an aggregate of 3,632 shares of the Company's common stock that vested on November 17, 2012 and November 17, 2013, as to which Ms. Forbes disclaims beneficial ownership except to the extent of her pecuniary interest therein.
(12): Includes unexercised options to purchase an aggregate of 15,883 shares of the Company's common stock that vested on November 17, 2012 and November 17, 2013.
(13): Includes unexercised options to purchase an aggregate of 78,274 shares of the Company's common stock that vested on November 17, 2012 and November 17, 2013.
(14): Excludes 12,500 shares of the Company's common stock directly held by the Adam L. Suttin Irrevocable Family Trust for the benefit of Mr. Suttin's wife and children, as to which Mr. Suttin disclaims beneficial ownership. Mr. Suttin's wife and mother are co-trustees of the Adam L. Suttin Irrevocable Family Trust and collectively hold sole voting and dispositive power over the shares.
(15): Includes unexercised options to purchase an aggregate of 219,373 shares of the Company's common stock that vested on November 17, 2012, August 13, 2013 and November 17, 2013 and unexercised options to purchase an aggregate of 31,500 shares of the Company's common stock that will vest on April 24, 2014.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires the Company's executive officers, directors and persons who own more than 10% of a registered class of the Company's equity securities to file reports of ownership and changes in ownership with the SEC. Executive officers, directors and greater than 10%

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stockholders are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file. Based solely on its review of copies of such reports received by it and written representations from certain persons that no other reports were required for those persons, the Company believes that all filing requirements applicable to its officers, directors and greater than 10% stockholders were complied with for fiscal year 2013, except with respect to (i) a late Form 4 filed on behalf of Mr. Childs relating to the transfer of 421,452 shares of the Company's common stock to Mr. Childs from JWC Mattress Holdings, LLC and then immediately to the John W. Childs 2013 Charitable Remainder Trust, of which Mr. Childs is the sole trustee, (ii) a late Form 4 filed on behalf of JWC Mattress Holdings, LLC relating to the transfer of 421,452 shares of the Company's common stock to Mr. Childs, and (iii) a late Form 4 filed on behalf of Mr. Michael S. Galvan relating to the grant of options to purchase 35,000 shares of the Company's common stock to Mr. Galvan on April 24, 2013.

Financial and Other Information

As described above and in the Company's Notice of Internet Availability of Proxy Materials, the Company has made available to you the 2013 Annual Report athttp://www.proxyvote.com. The 2013 Annual Report can also be accessed on the Internet at the SEC Filings section of the Investor Relations section of the Company's website,http://www.mattressfirm.com, and at the website of the SEC,http://www.sec.gov. The documents are also available without charge by requesting them in writing from Mattress Firm Holding Corp., 5815 Gulf Freeway, Houston, Texas 77023.

Proposals of Stockholders

Proposals to be included in the proxy statement.

In order to be included in the Company's proxy materials for presentation at the 2015 Annual Meeting of Stockholders, a stockholder proposal pursuant to Rule 14a-8 as promulgated under the Exchange Act must be received by the Secretary of the Company at 5815 Gulf Freeway, Houston, Texas 77023, not less than 120 days prior to May 29, 2015 and must comply with the requirements of Rule 14a-8.

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

Under the Company's Amended and Restated Bylaws, a stockholder must follow certain procedures to nominate persons for election as directors or to introduce an item of business at an annual meeting of stockholders. Pursuant to the Company's Amended and Restated Bylaws, if you wish to bring business before the 2015 Annual Meeting of Stockholders, you must give written notice thereof which must be received by the Secretary of the Company at 5815 Gulf Freeway, Houston, Texas 77023 not less than 90 days, nor more than 120 days prior to April 11, 2015. Proposals that do not comply with these notice provisions will not be considered at the 2015 Annual Meeting of Stockholders.

A stockholder's notice to the Secretary must set forth as to each matter the stockholder proposes to bring before the annual meeting: (i) a brief description of the proposal desired to be brought before the annual meeting, (ii) the reasons for making the proposal at the annual meeting, (iii) the text of the proposal, (iv) the name and record address of the stockholder making such proposal and any other stockholder or affiliate on whose behalf the proposal is made, (v) the class (and, if applicable, series) and number of shares of stock of the Company that are, directly or indirectly, owned beneficially or of record by the stockholder and any other stockholder or affiliate on whose behalf the proposal is made, (vi) a description of any Derivative Instruments directly or indirectly owned beneficially or of record by such stockholder, and any other stockholder or affiliate on whose behalf the proposal is made, and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of stock of the Company of the stockholder and any other stockholder

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

1 1 12345678 12345678 12345678 12345678 12345678 12345678 12345678 12345678 000000000000 NAME THE COMPANY NAME INC. - COMMON 123,456,789,012.12345 THE COMPANY NAME INC. - CLASS A 123,456,789,012.12345 THE COMPANY NAME INC. - CLASS B 123,456,789,012.12345 THE COMPANY NAME INC. - CLASS C 123,456,789,012.12345 THE COMPANY NAME INC. - CLASS D 123,456,789,012.12345 THE COMPANY NAME INC. - CLASS E 123,456,789,012.12345 THE COMPANY NAME INC. - CLASS F 123,456,789,012.12345 THE COMPANY NAME INC. - 401 K 123,456,789,012.12345 . x 02 0000000000 JOB # 1 OF 2 1 OF 2 PAGE SHARES CUSIP # SEQUENCE # THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: Signature (Joint Owners) Signature [PLEASE SIGN WITHIN BOX] Date Date CONTROL # SHARES To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. 0 0 0 0 0 0 0 0 0000209283_1 R1.0.0.51160 For Withhold For All All All Except The Board of Directors recommends you vote FOR the following: 1. Election of Directors Nominees 01 John W. Childs 02 Joseph M. Fortunato 03 Adam L. Suttin MATTRESS FIRM HOLDING CORP. 5815 GULF FREEWAY HOUSTON, TX 77023 Investor Address Line 1 Investor Address Line 2 Investor Address Line 3 Investor Address Line 4 Investor Address Line 5 John Sample 1234 ANYWHERE STREET ANY CITY, ON A1A 1A1 Investor Address Line 1 Investor Address Line 2 Investor Address Line 3 Investor Address Line 4 Investor Address Line 5 John Sample 1234 ANYWHERE STREET ANY CITY, ON A1A 1A1 VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. The Board of Directors recommends you vote FOR the following proposal: For Against Abstain 2 To ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal year 2014. NOTE: To transact such other business as may properly come before the meeting or any adjournment or postponement thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer. Yes No Please indicate if you plan to attend this meeting

0000209283_2 R1.0.0.51160 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice & Proxy Statement, Form 10-K is/are available at www.proxyvote.com . MATTRESS FIRM HOLDING CORP. Annual Meeting of Stockholders May 29, 2014 8:00 AM This proxy is solicited by the Board of Directors. The shareholders hereby appoint R. Stephen Stagner and Jim R. Black, or either of them, as proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of MATTRESS FIRM HOLDING CORP. that the stockholder(s) is/are entitled to vote at the Annual Meeting of stockholder(s) to be held at 08:00 AM CDT on 05/ 29/2014, at 5815 Gulf Freeway, Houston, TX 77023, and any adjournment or postponement thereof. The undersigned hereby revokes all proxies heretofore given by the undersigned to vote at such meeting or any adjournment thereof. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting or any adjournment thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations. Continued and to be signed on reverse side

Mattress Firm Holding Inactive DEF 14ADefinitive proxy