hoft20240423_def14a.htm


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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Definitive Proxy Statement

 

 

Definitive Additional Materials

 

 

Soliciting Material Pursuant to (S)240.14a-12

 

HOOKER FURNISHINGS CORPORATION

(Name of Registrant as Specified in Its Charter)

 

                                                                                                               

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Hooker Furnishings Corporation

440 East Commonwealth Boulevard

Martinsville, Virginia 24112

 

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

 

To be held June 4, 2024

 

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Hooker Furnishings Corporation (the “Company”) will be held at the Company’s Corporate Office at 440 East Commonwealth Boulevard, Martinsville, Virginia, on Tuesday, June 4, 2024, at 1:00 p.m., for the following purposes:

 

 

To elect as directors the seven nominees named in the attached proxy statement to serve a one-year term on the Company’s Board of Directors;

 

 

To approve the 2024 amendment and restatement of the Hooker Furnishings Corporation Stock Incentive Plan;

 

 

To ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 2, 2025;

 

 

To cast an advisory vote to approve the compensation of the Company’s named executive officers, as disclosed in the attached proxy statement; and

 

 

To transact such other business as may properly be brought before the meeting or any adjournment of the meeting.

 

The shareholders of record of the Company’s Common Stock at the close of business on April 8, 2024 are entitled to notice of and to vote at this Annual Meeting or any adjournment of the meeting.

 

Even if you plan to attend the meeting in person, we request that you mark, date, sign and return your proxy in the enclosed self-addressed envelope as soon as possible so that you may be certain that your shares are represented and voted at the meeting. Any proxy given by a shareholder may be revoked by that shareholder at any time before the voting of the proxy.

 

 

 

 

By Order of the Board of Directors,

 
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C. Earl Armstrong III

 

Secretary

May 3, 2024

 

Important Notice Regarding the Availability of Proxy Materials for the
Annual Meeting of Shareholders to be Held on June 4, 2024

 

The proxy statement and annual report to shareholders are available at: http://www.astproxyportal.com/ast/25490

 

 

 

Hooker Furnishings Corporation

440 East Commonwealth Boulevard

Martinsville, Virginia 24112

 

PROXY STATEMENT

 

ANNUAL MEETING OF SHAREHOLDERS

 

June 4, 2024

 

The enclosed proxy is solicited by and on behalf of the Board of Directors (the “Board”) of Hooker Furnishings Corporation (the “Company”) for use at the Annual Meeting of Shareholders to be held on Tuesday, June 4, 2024, at 1:00 p.m., at the Company’s Corporate Office at 440 East Commonwealth Boulevard, Martinsville, Virginia, 24112 and any adjournment of the meeting. The matters to be considered and acted upon at the meeting are described in the notice of the meeting and this proxy statement. This proxy statement and the related form of proxy are being mailed on or about May 3, 2024 to all holders of record on April 8, 2024 of the Company’s common stock, no par value (the “Common Stock”). Shares of the Common Stock represented in person or by proxy will be voted as described in this proxy statement or as otherwise specified by the shareholder. Any proxy given by a shareholder may be revoked by that shareholder at any time before the voting of the proxy by:

 

 

delivering a written notice to the Secretary of the Company;

 

 

executing and delivering a later-dated proxy; or

 

 

attending the meeting and voting in person.

 

The cost of preparing, assembling, and mailing the proxy, this proxy statement, and any other material enclosed, and all clerical and other expenses of solicitations will be borne by the Company. In addition to the solicitation of proxies by use of the mail, directors, officers, and employees of the Company may solicit proxies by telephone or personal interview. These people will receive no additional compensation for these services but will be reimbursed for any expenses incurred by them in connection with these services. The Company also will request brokerage houses and other custodians, nominees, and fiduciaries to forward soliciting material to the beneficial owners of Common Stock held of record by those parties and will reimburse those parties for their expenses in forwarding soliciting material.

 

Voting Rights

 

On April 8, 2024, the record date for the Annual Meeting, there were 10,691,020 shares of Common Stock outstanding and entitled to vote. Each share of Common Stock entitles the holder of that share to one vote on each matter presented.

 

Voting Procedures

 

Votes will be tabulated by one or more Inspectors of Elections. A majority of the total votes entitled to be cast on matters to be considered at the Annual Meeting constitutes a quorum. Once a share is represented for any purpose at the Annual Meeting, it is deemed to be present for quorum purposes for the remainder of the meeting. Abstentions and shares held of record by a broker or its nominee (“broker shares”) that are voted on any matter are included in determining the number of votes present or represented at the Annual Meeting. However, broker shares that are not voted on any matter at the Annual Meeting will not be included in determining whether a quorum is present at the meeting.

 

In the election of directors, the seven nominees receiving the greatest number of votes cast in the election of directors will be elected. Votes that are withheld and broker shares that are not voted in the election of directors are not considered votes cast on the election of directors and, therefore, will have no effect on the election of directors.

 

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Actions on all other matters to come before the meeting, including approval of the amendment and restatement of the stock incentive plan, ratification of the selection of the Company’s independent registered public accounting firm and the advisory vote on executive compensation will be approved if the votes cast in favor of the action exceed the votes cast against it. Abstentions and broker shares that are not voted on a matter are not considered cast either for or against that matter and, therefore, will have no effect on the outcome of that matter.

 

The shares represented by proxies will be voted as specified by the shareholder. If the shareholder does not specify their choice, the shares will be voted:

 

 

“FOR” the election of the seven director nominees listed on the proxy card;

 

 

“FOR” the approval of the 2024 Amendment and Restatement of the Hooker Furnishings Corporation Stock Incentive Plan;

 

 

“FOR” the ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 2, 2025;

 

 

“FOR” the approval, on an advisory basis, of the compensation of certain of the Company’s named executive officers as disclosed in this proxy statement; and

 

 

In the discretion of the persons named in the proxies upon any other matter(s) that may properly come before the meeting or any adjournment of the meeting.

 

PROPOSAL ONE

ELECTION OF DIRECTORS

 

The Company proposes the election of W. Christopher Beeler, Jr., Maria C. Duey, Paulette Garafalo, Christopher L. Henson, Jeremy R. Hoff, Tonya H. Jackson, and Ellen C. Taaffe to hold office until the next Annual Meeting of Shareholders is held and their successors are elected. Each director nominee has consented to being named as a nominee for election at the Annual Meeting. The Board of Directors of the Company presently consists of these seven directors whose terms expire at the time of the 2024 Annual Meeting upon election of their successors.

 

The shares represented by proxies will be voted as specified by the shareholder. If the shareholder returns a properly executed proxy card but does not specify their choice, the shares will be voted in favor of the election of the nominees listed on the proxy card. If any nominee should not continue to be available for election, the shares represented by those proxies will be voted for the election of such other person as the Board of Directors may recommend. As of the date of this proxy statement, the Board of Directors has no reason to believe that any of the nominees named below will be unable or unwilling to serve.

 

Board Matrix

 

The matrix below summarizes as of the date of this proxy statement certain of the key experiences, qualifications, skills, and attributes that the directors proposed for election bring to the Board to enable effective oversight.  This matrix is intended to provide a summary of the directors’ qualifications and is not a complete list of each director’s strengths or contributions to the Board. Additional details on each director’s experiences, qualifications, skills, and attributes are set forth in their biographies that follow. In addition, none of the directors self-identified LGBTQ+ status or any additional racial or ethnic demographic background other than the backgrounds shown in the matrix below.

 

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Board Matrix For Directors Proposed for Election

               
 

Beeler

Duey

Garafalo

Henson

Hoff

Jackson

Taaffe

Knowledge, Skills and Experience

             

Industry Experience

Manufacturing

Home Durables

Fashion/ Apparel/ Retail

Finance

Home Durables

Technology / Manufacturing

Home Durables

Public Company Executive Experience

 

Corporate Governance

Finance/Accounting

 

     

Marketing / Product Development

   

 

 

Mergers and Acquisitions

 

 

Manufacturing / Operations

 

   

 

Retail / Consumer

   

 

Supply Chain

         

 

Risk Management

   

 

 

Strategic Planning

Technology / Digital / Cybersecurity

         

 

Demographics *

             

Race/Ethnicity

             

African American

         

 

White / Caucasian

 

Gender

             

Female

 

   

Male

   

   

Board Tenure

             

1 - 5 years

 

 

   

6 - 10 years

   

   

> 10 years

           

 

* The Demographic disclosures are based on self-identified reporting by each director.

 

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W. Christopher Beeler, Jr., 72, has been board chair since June 2023, a director since 1993 and served as lead director from 2011 until June 2016. He was a director since 1986 of Virginia Mirror Company, Inc. and Virginia Glass Products Corporation, both of which manufacture and fabricate architectural glass products, and was Chairman of both from 2000 until their sale in late 2022. He also served as President of those companies from 1988 until August 2011 and as CEO of those companies from 1997 until August 2011. In addition, he served on the board of directors and as a member of the audit committee of BB&T of Virginia (a wholly owned subsidiary of Truist Financial Corporation, formerly BB&T Corporation) from 1999-2006 and is a certified public accountant licensed in the Commonwealth of Virginia. Mr. Beeler currently serves as the board chair and a member of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. Mr. Beeler served as chair of the Audit Committee from 2000 until 2005 and from 2016 until 2023 and chair of the Nominating and Corporate Governance Committee from 2006 until 2011 and lead director from 2011 until 2016. Mr. Beeler’s executive experience, which encompasses traditional corporate management functions such as accounting, treasury and cash management, sales, information technology, manufacturing, distribution, and human resources, including his financial oversight responsibilities, which complement Mr. Hoff’s experience, as well as short-range and long-range planning well qualifies him to serve as a director and the board chair.

 

Maria C. Duey, 61, joined the board in March 2021. Since 2018, Ms. Duey has served as Chief Executive Officer of Leonine Advisory and Support Services, a consulting firm specializing in strategic planning and mergers and acquisitions serving private equity firms, family offices and small businesses. From 2015-2017, Ms. Duey served as Vice-President of Corporate Development and Investor Relations at Horizon Global, a manufacturer of towing and trailering products serving the automotive aftermarket, retail and original equipment (OE) channels. From 1996-2014, she was employed by Masco Corporation, one of the leading manufacturers of branded home improvement and building products, serving as Vice-President-Investor Relations and Corporate Communications from 2005-2014. Ms. Duey serves as chair of the Compensation Committee and a member of the Nominating and Corporate Governance Committee and the Audit Committee. In 2023, Ms. Duey was named a Certified Corporate Director with the National Association of Corporate Directors. The knowledge and experience that Ms. Duey has in the areas of mergers and acquisitions, strategic planning, investor relations and corporate communications, as well as her executive experience, well qualifies her to serve as a director.

 

Paulette Garafalo, 67, has been director since 2017. She has been Executive Chairman of Paul Stuart, a men’s and women’s classic apparel retailer and wholly owned subsidiary of Mitsui, Inc., since July 2022. She served as Chief Executive Officer and President of Paul Stuart from 2016 to July 2022. She served as President of Brooks Brothers, a men’s and women’s apparel retailer, from 2010 to 2016. Ms. Garafalo serves as a member of the Compensation Committee, the Nominating and Corporate Governance Committee and the Audit Committee and served as Compensation Committee Chair from 2017 until 2023. Ms. Garafalo’s executive experience, which encompasses traditional corporate management functions, and her extensive experience in retail and luxury consumer brands well qualifies her to serve as a director. The knowledge and experience Ms. Garafalo has gained as CEO of Paul Stuart further broadens her experience and qualifications to serve as a director.

 

Christopher L. Henson, 62, joined the board in October 2022. Mr. Henson served as the Head of Banking and Insurance of Truist Bank from 2019 until his retirement in September 2021. He joined Truist Financial Corporation’s predecessor BB&T’s executive management team in 2004 and served various executive positions including City Executive, Regional President, State President, Chief Financial Officer, and Chief Operating Officer before being promoted to President and Chief Operating Officer from 2016 to 2019. He also serves as Chair of the Board of Trustees of High Point University. Mr. Henson serves as chair of the Audit Committee and a member of the Compensation Committee and the Nominating and Corporate Governance Committee. Mr. Henson’s extensive knowledge of finance and banking as well as experience in a wide variety of leadership roles well qualify him to serve as a director.

 

Jeremy R. Hoff, 50, has been a director and Chief Executive Officer since February 1, 2021. He was President of Hooker Legacy Brands from February 2020 through January 2021 and served as President of the Hooker Branded Segment from April 2018 to January 2020. Mr. Hoff joined the Company in August of 2017 as President of Hooker Upholstery. Prior to that, Mr. Hoff served as President of Theodore Alexander USA from December 2015 to August 2017 and Senior Vice President of sales at A.R.T. Furniture Inc. from April 2015 to November 2015 and Vice-President of Sales from March 2011 to April 2015. Mr. Hoff’s role as the Chief Executive Officer as well as his extensive background in the furnishings industry, including his various former positions at the Company, well qualifies him to serve as a director.

 

5

 

Tonya H. Jackson, 60, has been a director since 2017. She has served as Senior Vice President and Chief People Officer for Lexmark, a global imaging and IoT solutions provider since 2023. In this role, she is responsible for talent acquisition and development, strategic internal communications, compensation and benefits, workforce analytics, and diversity, equity and inclusion. She served as Senior Vice President and Chief Product Delivery Officer for Lexmark from 2020 - 2023. She served as Senior Vice President and Chief Supply Chain Officer from 2016 until 2020, Vice-President of Supply Chain Operations at Lexmark from 2015 until 2016 and Vice President of Worldwide Supplies Operations from 2013 until 2015. Ms. Jackson serves as a member of the Compensation Committee and Audit Committee and is Chair of the Nominating and Governance Committee. In 2021, Ms. Jackson was named a Certified Corporate Director with the National Association of Corporate Directors (NACD). In 2022, Ms. Jackson earned the CERT Certificate in Cybersecurity Oversight from Carnegie Mellon University. Ms. Jackson’s senior executive experience at a large, global corporation and her extensive experience in operations and supply chain management well qualifies her to serve as a director.

 

Ellen C. Taaffe, 62, has been a director since July 2015. Ms. Taaffe serves as a member of the Nominating and Corporate Governance, Audit, and Compensation Committees. Ms. Taaffe served as chair of the Nominating and Corporate Governance Committee from 2017 until 2023. She currently is a Clinical Professor of Management and Organizations at Northwestern University's Kellogg School of Management, where she is also Director of the Women's Leadership Program since 2016. She has been a Consultant, Speaker, and Executive Leadership Coach since 2015 and was President of Ravel, formerly Smith-Dahmer Associates LLC, a brand and product strategy consulting firm from 2010-2015. Prior to that, Ms. Taaffe was a senior brand management executive at the Whirlpool Corporation, Royal Caribbean Cruises Ltd., and PepsiCo. She has served on the board of directors of John B. Sanfilippo & Son Inc., a Chicago- based baking and snack nut, and snack bars processor, distributor, and marketer, since 2011 where she is Lead Director, Chair of the Compensation and Human Resources Committee, and a member of the Audit and Nominating and Governance Committees. In 2021, Ms. Taaffe was named a Certified Corporate Director with the NACD. In 2023, her book, The Mirrored Door: Break Through the Hidden Barriers that Lock Successful Women in Place won the NYC Big Book Award. Her executive experience at various public companies, her current governance leadership of a public-company board of directors and expertise in and knowledge of go to market strategies and traditional and marketing best practices in high-ticket consumer durables, well qualifies her to serve as a director of the Company.

 

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THESE NOMINEES.

 

CORPORATE GOVERNANCE

 

The Board of Directors is currently comprised of:

 

 

the Independent Chair of the Board of Directors;

 

 

the Company’s Chief Executive Officer;

 

 

five other independent directors, as determined by the Board of Directors upon the recommendation of the Nominating and Corporate Governance Committee; and

 

 

a Nominating and Corporate Governance Committee, a Compensation Committee, and an Audit Committee.

 

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The following table shows the Company’s current Board of Directors composition. Mr. Hoff, the Company’s Chief Executive Officer, does not serve on any of the Committees.

 

Current Composition of the Board of Directors

             
 

Beeler

Duey

Garafalo

Henson

Jackson

Taaffe

Independent Director

Independent Board Chair

Audit Committee

Chair

Compensation Committee

Chair

NCG Committee

Chair

 

The Board believes that this leadership structure provides an effective balance between the Board Chair, independent directors and the Chief Executive Officer. Consequently, the Board of Directors believes the current leadership structure is in the best interests of the Company and its shareholders.

 

The Board of Directors typically holds five to six meetings per year. In the fiscal year beginning January 30, 2023 through January 28, 2024 (“fiscal 2024”), it held five meetings. During fiscal 2024, the Nominating and Corporate Governance Committee met five times and the Compensation Committee and the Audit Committee both met four times. Each incumbent director attended at least 75% of the fiscal 2024 Board meetings and committee meetings held during the period that they were a member of the Board and/or those committees. The Nominating and Corporate Governance Committee and the Board of Directors have each determined that each of the following directors is independent as defined by applicable NASDAQ listing standards: W. Christopher Beeler, Jr., Maria C. Duey, Paulette Garafalo, Christopher L, Henson, Tonya H. Jackson, and Ellen C. Taaffe. At each Board meeting the independent directors conduct a part of the meeting in executive session, at which only independent directors are present. It is the Company’s policy that each of the directors is expected to attend the Company’s Annual Meeting. All directors, who were directors on the date of last year’s annual meeting of shareholders, attended last year’s annual meeting of shareholders.

 

In 2011, the Board determined that it was in the best interests of the Company and its shareholders that all independent directors serve on all committees of the Board. The Board believed this “Committees of the Whole” approach was more efficient given its modest size, since all independent directors have input into committee actions and that the need for committees reporting at Board meetings would be greatly reduced. Mr. Hoff, the Company’s current Chief Executive Officer, does not serve on any Board Committees.

 

Corporate Governance Guidelines

 

The Board of Directors has adopted Corporate Governance Guidelines, which set forth its policies with respect to certain governance issues and, together with the Company’s articles and bylaws, provide a framework for the effective governance of the Company and are intended to support the Board in overseeing the business and affairs of the Company on behalf of the Company’s shareholders.  A copy of the Corporate Governance Guidelines is available on the Company’s website at investors.hookerfurnishings.com. 

 

Environmental, Corporate Social Responsibility and Governance (ESG) Initiatives

 

The Board of Directors has adopted a set of policies and practices addressing environmental stewardship, sustainability, corporate social responsibility, and ethics and governance that it believes create long-term value for shareholders, while investing in employees and communities and positively impacting the environment. The Board of Directors exercises oversight over these matters and discusses them at least quarterly with management. An ESG-focused employee committee called CARE (Community Action & Responsibility for the Environment) was formed to refine the Company’s ESG initiatives by reviewing current best practices, shareholder expectations and regulatory developments. An employee-led diversity council AIDE (Advancement of Inclusion, Diversity, and Equity) consisting of a diverse group of employees from all areas of the Company was formed with the mission to foster an inclusive workplace for all employees. These committees meet at least monthly and updates the Board at least quarterly on those initiatives throughout the Company. The following summarizes the efforts the Company has accomplished through fiscal 2024:

 

7

 

 

Environment: The Company has put in place several initiatives focused on promoting sustainability and preserving natural resources.

 

 

o

The Company has completed a corporate-wide inventory of 2022 to 2023 Greenhouse Gas Emissions (GHG). Third-party verification of GHG data is in process and on target to be completed in calendar 2024. The Company is in the process of establishing a functional baseline to be able to measure whether future improvement initiatives reduce its carbon footprint. Going forward, each material facility will have its carbon footprint measured annually.

 

 

o

Since 2021, the Company has started projects to reduce carbon footprint by investment in renewable energy and investment in projects to reduce energy consumption.

 

 

The Company has purchased renewable energy from solar farms for several domestic manufacturing facilities since 2022. Sunset West is operating on 100% renewable resources; HF Custom (formerly Sam Moore) is operating on 50% renewable energy with a plan expected to achieve 100% in calendar 2024; and the Savannah distribution center is operating on 30% renewable energy. All remaining facilities are expected to participate in renewable energy programs by the end of calendar 2024.

 

 

The multi-year project of switching to LED lighting in the manufacturing facilities and distribution centers resulted in an electrical usage reduction of 20% to 30% in the year 2021 and 2022. The Company was recognized as Appalachian Power’s 2023 Top Performer for energy efficiency in the Martinsville, Virginia area. The project is expected to be completed by 2025.

 

 

o

The Company continued to partner with the Arbor Day Foundation, the Sustainable Furnishings Council, and the Eco Ambassador Council for their commitment to environmental responsibility and sustainability, including financial assistance, educating employees on the necessity of preserving and replenishing resources, and supporting various projects within the Dan River Basin area.

 

 

People: The Company recognizes that its business is stronger and more successful if supported by a diverse workforce. Its goal is to maintain and promote diversity among its employees and foster an inclusive environment where differences are celebrated. The Company strives to provide a productive workplace that promotes the health and safety of all employees and one that is free from all forms of harassment, discrimination, and inequality. Along those lines, the Company:

 

 

o

carefully evaluates the overall compensation and benefits packages regularly to ensure the economic security and safety of its employees, including;

 

 

compensating employees competitively relative to the industry and local labor markets, and in accordance with all applicable federal, state, and local wage, work hour, overtime, and benefits laws; and

 

 

providing affordable and comprehensive health benefits to employees focused on financial, emotional, and physical health and well-being, including a standardized process of reporting worker’s compensation claims which it believes promotes health and safety of its employees.

 

8

 

 

o

has maintained standardized safety procedures at all locations and established safety committees that consist of management and employee representatives, with tasks of identifying and reporting hazards and unsafe work practices, removing obstacles to accident prevention, and minimize the risks of accidents, injury and impacts on health. The Company’s current Total Recordable Incident Rate is 4.2 per 100 employees with zero fatalities. The Company is committed to implementing and improving safety measures to achieve a safe, healthy, secure, and productive workplace.

 

 

o

is committed to employees’ professional success and growth by providing an average 28 hours of training per employee per year including on-the-job coaching, formal training sessions, and online learning resources. The Company also provides continuing education opportunities, comprehensive leadership development programs, and renewable tuition reimbursement program to children and spouses of all employees, excluding family members of current and former executive officers and board directors of the Company.

 

 

o

is committed to creating a diverse, equitable, and inclusive space for all employees.

 

 

the Company has partnered with Centro Latino, Bedford Adult Education Center, Veteran Centric Organizations, and Historically Black Colleges or Universities (HBCU) Partnerships to improve recruitment and retention of a diverse workforce. In 2023, the Company’s demographic composition of U.S.-based employees included 65% White, 16% Black or African American, 15% Hispanic or Latino, and other racial groups.

 

 

in 2023, more than 40% of executive and senior level employees were female, demonstrating the Company's commitment to gender diversity. Earlier in 2023, the Company was selected by Furniture Today, a leading information source of the furniture industry, as one of the advocates for women’s empowerment in the home furnishings industry and presented with the Furniture Today “Empowering Women Award.”

 

 

Corporate Social Responsibility:

 

 

o

The Company maintains a Code of Business Conduct and Ethics. All employees are required to sign off on the Code at hiring and reaffirm their understanding and compliance with the Code, as well as anti-corruption and anti-bribery training on an annual basis. 100% of the Company’s current international suppliers signed the Vendor Code of Conduct. In 2024, the Company has launched the effort to have domestic suppliers to sign a Vendor Code of Conduct. The Company has also started periodic audits of its international vendors to ensure compliance and produce a scorecard that can be used in future purchasing decisions based upon their performance.

 

 

o

The Company has a long history of direct charitable giving or gifts-in-kind regularly supports organizations in the areas of health and welfare, social equity and justice, environment, education and arts, and animal welfare. In fiscal year 2024, the Company contributed $1.5 million in monetary and in-kind donations. The Company conducts annual summer furniture sale and donates the proceeds to local organizations. In 2023, the Company raised over $100,000 and donated all proceeds to ten charities in Virginia, North Carolina and California. The Company does not use its funds for political purposes.

 

9

 

 

o

The Hooker Furniture division continued to partner with Susan G. Komen for the Cure, one of the leading breast cancer organizations in the world, on a licensed collection of accent furniture designed to raise funds and promote breast cancer awareness. A portion of the proceeds from each piece sold within the Susan G. Komen Collection will be donated to the organization.

 

Contacting the Board of Directors

 

Shareholders and other interested parties who desire to contact the Company’s Board of Directors or any individual director may do so by writing to: Board of Directors, c/o C. Earl Armstrong III, Secretary, Hooker Furnishings Corporation, P.O. Box 4708, Martinsville, VA 24115. The Board has instructed the Secretary to promptly forward all such communication to the specified address thereof.

 

Shareholders and other interested parties also may direct communications solely to the independent directors of the Company, as a group, by addressing such communications to the Independent Directors, c/o Secretary, at the address set forth above.

 

In addition, the Board of Directors maintains special procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and for the submission by employees of the Company, on a confidential and anonymous basis, of concerns regarding questionable accounting or auditing matters. Such communications may be made by writing to the Audit Committee of the Board of Directors, c/o Secretary, at the address set forth above. Any such communication marked “confidential” will be forwarded by the Secretary, unopened, to the Chair of the Audit Committee.

 

Nominating and Corporate Governance Committee

 

The Nominating and Corporate Governance Committee consists of all the Board’s independent directors. Ms. Jackson currently serves as its Chair. The Committee:

 

 

identifies, evaluates, investigates and recommends prospective director candidates;

 

 

assists the Board with respect to corporate governance matters applicable to the Company;

 

 

evaluates and makes recommendations to the Board regarding the size and composition of the Board and makes recommendations about the chairs of all standing Board committees;

 

 

develops and recommends criteria for the selection of individuals to be considered as candidates for election to the Board; and

 

 

assists the Board in senior management succession planning.

 

The Board of Directors has adopted a written charter for the Nominating and Corporate Governance Committee, a current copy of which is available on the Company’s website at investors.hookerfurnishings.com. The Board of Directors has determined that each member of the Committee is independent as defined by applicable NASDAQ listing standards.

 

Candidates for director nominees will be assessed in the context of the current composition of the Board, the operating requirements of the Company and the long-term interests of shareholders. The Committee has not established a set of specific, minimum qualifications for director candidates, but in conducting its assessment, the Committee will consider such factors as it deems appropriate given the current needs of the Board and the Company. In general, the Committee seeks candidates who:

 

 

possess a reputation for adhering to the highest ethical standards and have demonstrated competence, integrity and respect for others;

 

 

have demonstrated excellence in leadership, judgment and character;

 

10

 

 

have diverse business backgrounds, with a wide range of relevant education, skills and professional experience that will complement and enhance the Company’s business and strategy; and

 

 

have the time to devote to Board and Committee service and are free of potential conflicts of interest.

 

While the Board has no formal policy regarding diversity, the Committee considers the diversity of the Board when identifying nominees for director. Such diversity may include a variety of different personal, business and professional experiences, as well as a variety of opinions, perspectives, backgrounds and other characteristics.

 

In the case of incumbent directors, the Committee reviews each director’s overall service to the Company during their term as director and whether their skills are still relevant to the needs of the Board in deciding whether to re-nominate the director. The Committee also considers future Board needs considering the mandatory retirement age for outside directors of 75.

 

The Board does not believe that it is appropriate or necessary to limit the number of terms a director may serve. However, any outside director must retire upon reaching the age of 75, with such retirement being effective and occurring upon the completion of the term in which the director turns 75.

 

The Committee also facilitates the Board’s annual self-assessment.

 

Procedures for Shareholder Recommendations of Director Nominees

 

The Committee will consider a director candidate recommended by a shareholder of record for election at the 2025 Annual Meeting if, in addition to meeting other applicable requirements, the shareholder submits a notice of the recommendation in writing to the Secretary of the Company in accordance with the procedures for the nomination of directors in the Company’s bylaws (including Article III, Section 3 of the bylaws) and it is received at the Company’s principal executive offices on or before January 3, 2025. The notice must include the candidate’s name and address and a description of the candidate’s qualifications for serving as a director and contain the information conforming to the requirements outlined in our bylaws (including Article III, Section 3 of the bylaws).

 

The Nominating and Corporate Governance Committee may refuse to consider the recommendation of any person not made in compliance with this procedure.

 

Compensation Committee

 

The Compensation Committee consists of all the Board’s independent directors. Ms. Duey currently serves as its Chair. The Committee reviews and makes determinations regarding the compensation for the Chief Executive Officer and the Company’s other executive officers. The Committee is also responsible for recommending director compensation to the Board of Directors. The Committee annually reviews Board compensation of the Company’s peer group and periodically engages outside consultants to independently assess Board compensation.

 

The Board of Directors has determined that each member of the Compensation Committee is independent as defined by applicable NASDAQ listing standards.

 

The Board of Directors has adopted a written charter for the Compensation Committee, a current copy of which is available on the Company’s website at investors.hookerfurnishings.com. The charter delegates to the Committee specific responsibilities for establishing, reviewing, approving, monitoring, and administering executive compensation. In addition, the charter requires that each member of the Compensation Committee be a “non-employee director” under Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that each Committee member meet applicable NASDAQ director independence requirements. The Report of the Compensation Committee can be found on page 17. Under the terms of its charter, the Compensation Committee may delegate any of its duties or responsibilities to subcommittees of the Compensation Committee. In addition, the Compensation Committee may delegate certain administrative responsibilities relating to the Company’s 2020 Stock Incentive Plan (“Stock Incentive Plan”) to Company officers.

 

11

 

The Compensation Committee has the authority, without any further approval from the Board, to retain advisers, as it deems appropriate, including compensation consultants. In retaining an adviser, the Compensation Committee has sole authority to approve the adviser’s fees and other retention terms and has the sole authority to terminate the adviser.

 

The Compensation Committee has directly engaged Pearl Meyer & Partners, LLC (“Pearl Meyer”) as its external compensation consultant. Pearl Meyer reports to and receives direction directly from the Committee, and a representative of Pearl Meyer is available to attend meetings of the Compensation Committee as its adviser when requested. Most recently in February 2024, Pearl Meyer assisted the Committee with design changes to the short-term and long-term incentive plans, which will be effective for fiscal year 2025, and provided the Compensation Committee with third-party survey information for use in setting Board compensation as well as short and long-term compensation levels for the Chief Executive Officer and the Company’s other named executives, perspective on emerging compensation issues and trends, and expertise in incentive compensation structure, terms, and design.

 

In considering whether to engage Pearl Meyer as the Compensation Committee’s compensation adviser, the Compensation Committee evaluates its independence from Company management and whether there are any conflicts of interest. In fiscal 2024, the Compensation Committee evaluated the fees paid by the Company to Pearl Meyer and its policies and procedures to prevent conflicts of interest, and its confirmation that there is no business or personal relationship with a member of the Compensation Committee, it does not own any stock of the Company, and there is no business or personal relationship with any executive officer of the Company. The Compensation Committee concluded that Pearl Meyer was independent of the Compensation Committee and of Company management and had no conflicts of interest in the performance of services to the Committee.

 

The Compensation Committee typically meets five to six times each year. During the 2024 fiscal year, it met four times. The Compensation Committee invites the executive officers to attend meetings when the Compensation Committee considers their input relevant or necessary for evaluating compensation proposals. A portion of each meeting is generally held in executive session, as the Compensation Committee deems appropriate. All Compensation Committee decisions and votes are conducted in executive session. Management does not attend these executive sessions. The Compensation Committee annually reviews the Chief Executive Officer’s compensation.

 

The Chief Executive Officer makes recommendations to the Compensation Committee concerning compensation for the other executive officers of the Company. Decisions regarding compensation for employees other than the executive officers are made by the Chief Executive Officer in consultation with other members of senior management. Management assists the Compensation Committee in administering various elements of the Company’s executive compensation program. The Compensation Committee has unrestricted access to management and may request the participation of management in any discussion of a particular subject at any meeting. During fiscal 2024, management provided the Compensation Committee with recommendations regarding executive officers’ compensation, as discussed further in the executive compensation discussion that begins on page 18.

 

Audit Committee

 

The Audit Committee consists of all the Board’s independent directors. Mr. Henson serves as its Chair. The Audit Committee:

 

 

approves the appointment of an independent registered public accounting firm to audit the Company’s financial statements and internal control over financial reporting;

 

 

negotiates fees for audit, audit-related and tax services with the Company’s independent registered public accounting firm;

 

 

reviews and approves the scope, purpose and type of audit and non-audit services to be performed by the independent registered public accounting firm;

 

 

reviews and discusses with management and the independent registered public accounting firm significant accounting, reporting, legal, regulatory or industry developments affecting the Company (and/or the Company’s financial statements);

 

12

 

 

monitors compliance with the Company’s Code of Business Conduct and Ethics, including the Company’s ethics and compliance portal / hotline;

 

 

reviews and approves any related party transactions;

 

 

oversees the Company’s internal audit function;

 

 

oversees the accounting and financial reporting processes of the Company and the integrated audit of the Company’s annual financial statements and internal control over financial reporting; and

 

 

reviews and discusses with management and the independent auditor the Company’s significant financial risk exposures and the steps management has taken to monitor and manage such exposure, including the Company’s risk assessment and risk management policies and oversight for matters related to cybersecurity risk.

 

The Audit Committee receives updates from the auditor and management at its quarterly Audit Committee meetings. During fiscal 2024, the auditor and management made presentations to the Committee on specific topics of interest, including:

 

 

the auditor’s assessment of its independence;

 

 

significant audit matters;

 

 

management’s implementation of new accounting standards;

 

 

management’s critical accounting policies and practices;

 

 

the auditor’s fiscal 2024 integrated audit plan and updates on the completion of the plan;

 

 

regulatory developments on the environmental, corporate social responsibility and governance front;

 

 

compliance with the internal controls required under Section 404 of the Sarbanes-Oxley Act; and

 

 

regulatory developments in cyber security and the Company’s cybersecurity practices.

 

The Board of Directors has adopted a written charter for the Audit Committee, a current copy of which is available on the Company’s website at investors.hookerfurnishings.com. The Board of Directors has determined that each member of the Audit Committee is independent as defined by applicable SEC rules and NASDAQ listing standards. The Company’s Board of Directors has determined that Ms. Duey and each of Messrs. Henson and Beeler is an “audit committee financial expert” for purposes of the SEC’s rules. The Report of the Audit Committee can be found on page 16.

 

Appointment and Evaluation of the Independent Auditor

 

On an annual basis, the Audit Committee reviews the audit firm’s performance as part of its consideration of whether to reappoint the firm as the Company’s independent auditor. As part of this review, the Audit Committee considers, among other things:

 

 

the continued independence of the audit firm;

 

 

the audit firm’s experience and fresh perspective occasioned by mandatory audit partner rotation and the rotation of other audit management;

 

 

the length of time the audit firm has served as the Company’s independent auditors, including the benefits of having a long-tenured auditor and controls and processes that help safeguard the audit firm’s independence;

 

 

whether the audit firm should be rotated and considers the advisability and potential of selecting a different audit firm;

 

 

the appropriateness of the audit firm’s fees;

 

 

evaluations of the audit firm by management;

 

13

 

 

the audit firm’s effectiveness of communications and working relationships with the audit committee and management; and

 

 

the quality and depth of the audit firm and the audit team’s expertise and experience in the Company’s industry and related industries considering the breadth, complexity and global reach of the Company’s business.

 

Related Party Transactions

 

The Company’s Audit Committee is responsible under its charter for reviewing and approving any related party transactions. For this purpose, a “related party transaction” includes any transaction, arrangement or relationship involving the Company in which an executive officer, director, director nominee or 5% shareholder of the Company, or their immediate family members, has a direct or indirect material interest that would be required to be disclosed in the Company’s proxy statement under applicable rules of the SEC. There were no related party transactions in fiscal 2024.

 

For relationships or transactions involving a related-party which involve an officer or director, the proposed relationship or transaction must be (i) reported to the Chair of the Audit Committee, if a director or senior Company officer (including the named executive officers) is involved, (ii) reported to the Chief Financial Officer or the Chief Executive Officer, for transactions involving other officers of the Company, and (iii) reviewed and approved by the Audit Committee. While the Company does not have a standalone written policy or procedure for the review, approval, or ratification of other transactions with related persons, it is the Company’s practice that potential related person transactions are first screened by the Chief Financial Officer and then sent to the Audit Committee for review. In determining whether to approve or reject a related person transaction, the Audit Committee considers, among other factors it deems appropriate, whether the proposed transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances, as well as the extent of the related person’s economic interest in the transaction.

 

Code of Business Conduct and Ethics

 

The Board of Directors has adopted a Code of Business Conduct and Ethics, which applies to all the Company’s employees and directors, including the principal executive officer, principal financial officer and principal accounting officer. A copy of the Code of Business Conduct and Ethics is available on the Company’s website at investors.hookerfurnishings.com. Amendments of and waivers from the Company’s Code of Business Conduct and Ethics will be posted to the website when permitted by applicable SEC and NASDAQ rules and regulations.

 

The Role of the Board of Directors in Risk Oversight

 

The Board of Directors, or an appropriate committee of the Board of Directors, provides oversight for Company-wide risk management and performs the Board’s oversight role in many different ways, including by reviewing:

 

 

and approving the Company’s annual operating and capital budgets;

 

 

the Company’s quarterly and year-to-date operating results and discussing those results with senior management;

 

 

management’s quarterly Enterprise Risk Management reports;

 

 

the Company’s practice for assessing, identifying and managing material risks from cybersecurity threats;

 

 

the Company’s environmental, corporate social responsibility and governance practices;

 

 

management reports regarding the Company’s internal control over financial reporting; and

 

 

reports regarding the Company’s internal control over financial reporting from its independent registered public accounting firm.

 

The Audit Committee meets in executive session with the Company’s independent auditors to discuss topics related to the Company’s financial reporting and internal control. Additionally, the Nominating and Corporate Governance Committee and the Compensation Committee meet periodically to address governance and compensation issues, including compensation-related risks. The committees have the authority to utilize outside advisers and experts when needed. The Board committees (which consist of only independent members) also engage in discussions regarding risk management in executive session, without the participation of the Chief Executive Officer.

 

14

 

Director Share Ownership Guidelines

 

In a prior year, the Board adopted a policy under which non-employee directors are required to hold shares with a value equal to three times their annual cash compensation. Each director is allowed six years to accumulate the required holding level. Each director that has been a director at least six years as of the end of the Company’s most recently completed fiscal year met these guidelines as of such date.

 

Director Compensation

 

The Compensation Committee is responsible for recommending director compensation to the Board of Directors. Non-employee directors are compensated based on their term of service, which typically begins with the election of directors at the Company’s Annual Meeting, and which is referred to as a “service year.”

 

In fiscal 2022, the Compensation Committee retained Pearl Meyer to review the Company’s compensation structure and positioning relative to the 16-company peer group developed in February 2022 for the executive total renumeration review, with a secondary review against All-Industry benchmarks. The Compensation Committee recommended the non-employee directors compensation components remain unchanged for the 2023-2024 service year.

 

Non-Employee Director Compensation for the 2023-2024 Service Year

 

For the 2023-2024 service year, non-employee directors received an annual board cash retainer of $55,000, the Board Chair received an additional cash stipend of $30,000, the Audit Committee Chair received an additional cash stipend of $15,000 and the Chairs of the Compensation and Nominating and Corporate Governance committees received additional cash stipends of $10,000 each. These fees were paid to directors in June 2023.

 

For the 2023-2024 service year, all non-employee directors also received annual grants of restricted stock under the Company’s 2020 Stock Incentive Plan. Each non-employee director received a $70,000 stock grant. The restricted stock awards were determined by dividing $70,000 by the fair market value (as defined in the 2020 Stock Incentive Plan) of the Company’s Common Stock three business days after the award date and rounding to the nearest whole share. The restricted stock will become fully vested, and the restrictions applicable to the restricted stock will lapse, on:

 

 

the next annual meeting date after the grant date if the non-employee director remains on the Board to that date; or

 

 

if earlier, when the director dies or is disabled or a change in control of the Company.

 

Under the terms of the 2020 Stock Incentive Plan, as amended, directors may defer receipt of their annual restricted stock award beyond the vesting date (generally the next annual meeting date following the grant date) to a specified date in the future, attainment of a specified age, or to the director’s termination of service as a director with the Company. Any such restricted stock award that is deferred will ultimately be delivered in shares of the Company’s Common Stock shortly after the deferral date. During the deferral period, the Company’s commitment to the director to deliver the shares remains an unsecured liability of the Company.

 

The Company’s anti-hedging policy applies to persons it has deemed to be “key insiders.” Key insiders include the Company’s directors, its executive officers and other persons who in the normal course of their duties receive Company-wide business and financial information before public release. The policy prohibits key insiders from engaging in certain forms of hedging or monetization transactions, specifically prohibiting zero-cost collars and forward stock sales, with respect to the Company’s Common Stock.  In addition to its anti-hedging provision, the Company’s Insider Trading Policy prohibits key insiders, employees, officers, directors or certain of their family members from engaging in certain types of other transactions related to the Company’s Common Stock, including transactions in derivative securities, using margin accounts, and pledging shares as collateral.

 

15

 

Directors are reimbursed for reasonable expenses incurred in connection with attending Board and committee meetings or performing their duties as directors, as well as Board-related professional education. Mr. Hoff, who serves as CEO, received no additional compensation for his role as a director. Mr. Hoff’s compensation for services rendered to the Company in his officer capacities is reported in the Summary Compensation Table following the Compensation Discussion and Analysis on page 33.

 

The following table sets forth non-employee director compensation paid in fiscal year 2024 for the 2023-2024 Board service year.

 

   

Non-Employee Director Compensation

 

Name

 

Cash Fees(1)

   

Stock Awards(2)(3)

   

Total

 

W. Christopher Beeler, Jr.

  $ 85,000     $ 70,000     $ 155,000  

Maria C. Duey

    65,000       70,000     $ 135,000  

Paulette Garafalo

    55,000       70,000     $ 125,000  

Christopher L. Henson

    70,000       70,000     $ 140,000  

Tonya H. Jackson

    65,000       70,000     $ 135,000  

Ellen C. Taaffe

    55,000       70,000     $ 125,000  

 

 

(1)

Includes annual retainer fee, committee chair fees and board chair fee paid to each director in June 2023, as described in greater detail above.

 

(2)

These amounts are the aggregate grant date fair value of shares of restricted stock awarded to each non-employee director on June 9, 2023 under the Company’s 2020 Stock Incentive Plan. Fair value is determined in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. The amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. For a discussion of assumptions used in calculating award values, refer to note 15 of the Company’s consolidated financial statements included in the Company’s 2024 Annual Report on Form 10-K.

 

(3)

As of January 28, 2024 each non-employee director had the following unvested stock awards outstanding:

 

Name

 

Restricted Stock(#)

 

W. Christopher Beeler, Jr.

    3,966  

Maria C. Duey

    3,966  

Paulette Garafalo

    3,966  

Christopher L. Henson

    3,966  

Tonya H. Jackson

    3,966  

Ellen C. Taaffe

    3,966  

 

REPORT OF THE AUDIT COMMITTEE

 

The Audit Committee oversees the Company’s financial reporting process on behalf of the Board of Directors. Management has the primary responsibility for the Company’s financial statements and the reporting process, including internal control over financial reporting. In fulfilling its oversight responsibilities, the Committee reviewed and discussed the audited financial statements for the fiscal year ended January 28, 2024 with management, including a discussion of the quality and acceptability of accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the financial statements.

 

The Committee discussed with the Company’s independent registered public accounting firm, who is responsible for expressing an opinion on conformity of those audited financial statements with U.S. generally accepted accounting principles, the firm’s judgment as to the quality and acceptability of the Company’s accounting principles and such other matters as are required to be discussed with the independent registered public accounting firm under the standards of the Public Company Accounting Oversight Board. In addition, the Committee has received the written disclosures and letter from the independent registered public accounting firm to the Committee required by Public Company Accounting Oversight Board Auditing Standard 16 regarding the independent registered accounting firm’s communications with the Audit Committee concerning independence and has discussed with the independent registered accounting firm its independence from the Company. The Committee has also considered whether the non-audit-related services provided by the independent registered public accounting firm are compatible with maintaining the firm’s independence and found them to be acceptable.

 

16

 

The Committee met with the Company’s independent registered public accounting firm, with and without management present, and discussed the overall scope and results of their audits, their evaluation of the Company’s internal control over financial reporting and the overall quality of the Company’s financial reporting.

 

In reliance on the reviews and discussions referred to above, the Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 28, 2024 for filing with the SEC.

 

Christopher L. Henson, Chair

W. Christopher Beeler, Jr.

Maria C. Duey

Paulette Garafalo

Tonya H. Jackson

Ellen C. Taaffe

 

REPORT OF THE COMPENSATION COMMITTEE

 

The Committee has reviewed, and discussed with management, the Compensation Discussion and Analysis that appears below. Based on that review, and the Committee’s discussions with management, the Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.

 

Maria C. Duey, Chair

W. Christopher Beeler, Jr.

Paulette Garafalo

Christopher L. Henson

Tonya H. Jackson

Ellen C. Taaffe

 

Compensation Committee Interlocks and Insider Participation

 

The Compensation Committee is comprised entirely of the independent directors and none of the executive officers served on the compensation committee or board of any company that employed any member of the Compensation Committee or the Board of Directors as an executive officer.

 

Compensation Risk Assessment

 

As part of its oversight responsibilities, the Compensation Committee, with assistance from management, annually reviews the Company's compensation policies and practices for all employees to determine whether they are reasonably likely to present a material adverse risk to the Company. Their review includes, among other things, a consideration of the incentives that the Company’s compensation policies and practices create and factors that may affect the likelihood of excessive risk taking. Based on its most recent review, the Committee concluded that the Company’s employee compensation policies and practices are not reasonably likely to have a material adverse effect on the Company. For additional information concerning this review, see Management of Executive Compensation-Related Risk on page 30.

 

17

 

COMPENSATION DISCUSSION AND ANALYSIS

 

EXECUTIVE COMPENSATION

 

Executive Summary

 

The Compensation Committee of the Board oversees the Company’s executive compensation program. More information concerning the composition of the Committee and its authority and responsibilities can be found under Compensation Committee on page 11. The Company’s compensation program is designed to attract and retain highly qualified executives, to maintain a stable executive management team, and to reward those senior leaders who contribute significantly to the Company’s continued financial growth and profitability in the face of rapidly changing market and global economic forces affecting the Company’s business.

 

The Compensation Discussion and Analysis discusses the compensation program and the compensation decisions made for fiscal 2024 (which ended January 28, 2024) with respect to the following named executive officers. These officers were the only individuals who served as an executive officer of the Company during fiscal 2024.

 

Name

 

Title

Jeremy R. Hoff

 

Chief Executive Officer and Director

Paul A. Huckfeldt

 

Chief Financial Officer and Senior Vice President - Finance and Accounting

Anne J. Smith

 

Chief Administrative Officer and President - Domestic Upholstery

Tod R. Phelps

 

Chief Information Officer and Senior Vice President - Operations

 

18

 

COMPENSATION HIGHLIGHTS FOR FISCAL 2024

 

Pay Element

 

Fiscal 2024 Actions

Base Salary

 

Due to the challenging macroeconomic environment for the home furnishings industry and the adverse impact to the Company's performance, in keeping with the practice of not automatically increasing base salaries unless there were significant changes in responsibilities, the Compensation Committee determined it was in the best interests of the Company and its shareholders to recommend the base salaries of the Company's named executive officers remain unchanged.

     

Annual Cash Incentive

 

The Compensation Committee recommended target annual cash incentive opportunity (as a percentage of base salary) remained unchanged.

     

Long-term equity-based incentives

 

The Compensation Committee awarded long-term incentives to each of the named executive officers in the form of performance stock units tied to pre-established goals relating to EPS and service-based restricted stock units to support executive retention, both of which are expected to be delivered in the form of shares of the Company’s common stock. The Compensation Committee recommended target long-term incentives (as a percentage of base salary) remained unchanged.

 

Fiscal Year 2024 Financial Results

 

Fiscal 2024 consolidated net sales were $433.2 million, a decrease of $149.9 million or 25.7%, compared to the previous fiscal year. This decline was attributed to industry-wide soft demand and the exit of unprofitable product lines in the Home Meridian segment, the latter of which resulted in an approximate $21 million reduction in revenue. All three segments experienced sales declines with Home Meridian’s net sales down by $72.8 million or 33.7%, Hooker Branded’s net sales down by $49.3 million or 24.0%, and Domestic Upholstery’s net sales down by $29.9 million or 19.1%, all compared to each respective segment’s prior fiscal year sales. Despite the sales decrease, consolidated gross profit increased by $15.4 million and gross margin improved by 910 bps, compared to the prior fiscal year, due primarily to the one-time $24.4 million inventory write-down in fiscal 2023 at Home Meridian, as well as increased gross margin at Hooker Branded in fiscal 2024. The Company recorded a consolidated operating income of $12.4 million compared to an operating loss of $6.0 million in the prior fiscal year. Consolidated net income was $9.9 million, or $0.91 per diluted share, compared to a net loss of $4.3 million or ($0.37) per diluted share in the prior fiscal year.

 

Executive Compensation Policies and Practices

 

Our commitment to strong corporate governance practices extends to the compensation philosophy, programs, and policies established by the Compensation Committee, which include the following governance practices and policies:

 

What we do

 

What we don't do

a

Rigorous goal setting for annual and long-term performance-based compensation

 

r

No excessive perquisites

a

Pay for performance

 

r

No income tax gross ups

a

Anti-hedging/pledging policy

 

r

No discretionary bonuses

a

Claw-back policy

 

r

No adjustments to pre-established bonus targets after Board approval

a

Assessment of compensation risk

     

a

Engagement with shareholders

     

a

Dual trigger CIC for performance grants and Restricted Stock Unit Awards

     

a

Executive Stock Ownership Guidelines

     

 

19

 

Compensation Philosophy of the Company

 

The Company’s compensation philosophy is guided by the following objectives:

 

 

Attract and retain highly qualified executives who will contribute significantly to the success and financial growth of the Company and enhance value for shareholders;

 

 

Motivate and appropriately reward executives when they achieve the Company’s financial and business goals and meet their individual performance objectives; and

 

 

Maintain a stable executive management team to ensure the Company’s profitability objectives adapt to:

 

 

o

changing consumer preferences;

 

 

o

evolving sourcing and distribution options; and

 

 

o

broader market factors such as the overall performance of the U.S. economy and the relative strength of housing and home furnishings related activity.

 

Compensation Program

 

The Company’s executive compensation program employs several elements of compensation to achieve the objectives of its compensation philosophy. The primary elements of the program are base salary, an annual cash incentive, long-term incentives and supplemental retirement and life insurance benefits. As discussed on page 29 most of these elements are incorporated into the employment agreements the Company entered into with its named executive officers. These elements are structured to compensate executives over three separate timeframes:

 

 

Base salary and short-term incentives. Base salaries are typically set for each calendar year and the annual cash incentive is set for each fiscal year. The annual cash incentive is determined based on the Company’s financial performance during the current fiscal year. The Compensation Committee sets base salaries and potential annual cash incentive amounts for each executive position based on a number of factors, including competitive market data, executive responsibilities, individual performance and the Committee members’ business judgment.

 

 

Longer-term compensation. Long-term incentives are designed to reward executives if the Company achieves specific performance goals or growth in shareholder value over multi-year periods. The amounts payable to executives under performance incentives vary based on the extent to which the specified goals are achieved or surpassed. In general, the Company grants long-term incentives in the form of performance stock units or “PSUs” (delivered solely in shares) and restricted stock units. These awards are discussed in greater detail below beginning on page 27.

 

20

 

 

Full career and time-specific compensation. Supplemental retirement benefits are linked to certain executive’s continued employment with the Company to a specified age. Employment agreements and time-based restricted stock units are designed primarily to retain the covered executives for a minimum defined period.

 

The Committee believes the objectives of the Company’s executive compensation program can best be attained by structuring the program to provide compensation over these separate timeframes. For example, the Committee views annual and longer-term performance-based compensation as essential to encouraging executives to appropriately balance both the short-term and long-term interests of the Company and its shareholders. In addition, the Committee believes compensation tied to service over a full career or a specific period helps to promote executive retention and thereby allows the Company to maintain a stable management team.

 

Mix of Total Compensation. The following charts illustrate the percentage of total compensation for the CEO and the other named executive officers on average, respectively, represented by each element of compensation for the fiscal 2024.

 

https://cdn.kscope.io/6dcd30831cbbdbe663e0455e34164858-hf_graph-1.jpg

 

21

 

https://cdn.kscope.io/6dcd30831cbbdbe663e0455e34164858-hf_graph-2.jpg

 

Mr. Huckfeldt and Ms. Smith participate in the SRIP plan. In fiscal 2024, the change in pension value was -$2,002 for Mr. Huckfeldt and $54,633 for Ms. Smith.

 

Process for Determining Executive Compensation

 

The Committee sets base salaries, determines the amount and terms of annual cash incentive opportunities, and determines long-term incentive compensation and other benefits for the Company’s executive officers. The Committee follows the processes and considers the information discussed below in setting executive compensation.

 

Competitive Pay Data

 

The Compensation Committee engaged Pearl Meyer in 2022 to review the Company’s compensation structure and positioning and to update the Company’s peer group. Pearl Meyer recommended this group because its members shared various financial and operational attributes with the Company, while not being limited to home furnishings companies. The peer group represents companies in related industries (e.g., office furniture, household/housewares, home building); of a similar size, with annual revenues ranging from 60% to 350% of the Company’s annual revenue; and similar operational complexity. The Board believes these companies represent the type of companies against which the Company competes for management talent. The peer group consists of the following companies:

 

 

American Woodmark Corporation

 

 

Bassett Furniture Industries, Inc.

 

 

Cavco Industries, Inc.

 

 

Culp, Inc.

 

 

Dixie Group, Inc.

 

22

 

 

Ethan Allen Interiors, Inc.

 

 

Flexsteel Industries, Inc.

 

 

Hamilton Beach Brands Holding Company

 

 

Haverty Furniture Companies, Inc.

 

 

Kirkland’s, Inc.

 

 

La-Z-Boy, Inc.

 

 

Lifetime Brands, Inc.

 

 

Lovesac Company

 

 

Nautilus, Inc.

 

 

PGT Innovations, Inc.

 

The Compensation Committee has used this peer group as one of several factors in making compensation decisions and to establish a baseline from which to set executive compensation. The Committee compared total compensation as well as the individual compensation elements for each executive officer to the peer group in fiscal 2024. The Committee will refresh the peer group and compensation study in the future, as needed. The Committee does not tie compensation for its executive officers to any particular level or target based on this comparable compensation data. Instead, the Committee considers this pay comparability data as one of many factors when determining the appropriateness of individual elements of compensation, as well as the total compensation, payable to the Company’s executive officers.

 

Company Performance

 

Each year the Committee considers which financial performance measures to use in setting annual and longer-term incentive compensation for the named executive officers. Longer-term incentives typically have been linked to the achievement of a different set of performance measures, such as earnings per share (EPS) for performance grants. Historically, the Committee has awarded long-term performance grants tied to growth in the Company’s EPS, both in absolute terms and relative to EPS growth for the peer group companies. The Committee believes that EPS and EPS growth have been appropriate performance measures for long-term compensation incentives because these metrics lend themselves, in a simple and objective manner, to year-over-year comparisons and to comparison with the financial performance of peer companies. As in prior years, our performance grants awarded during fiscal year 2024 were based on absolute EPS growth and relative EPS growth. However, as discussed on page 32, the Committee elected to replace relative EPS growth for fiscal year 2025 with total shareholder return relative to our compensation peer group.

 

The Committee generally selects performance measures for annual incentive compensation that correspond to financial measures used by management in making day-to-day operating decisions and in setting strategic goals. In addition, these types of measures are used by the Board in evaluating Company performance. The Committee generally consults with the Chief Executive Officer and other senior executives before setting performance levels for annual and longer-term incentive compensation. The input provided by management is one of many factors the Committee considers in establishing the applicable measures and performance levels for incentive compensation. The other factors the Committee considers include the annual operating budget which is approved by the Board. The Board’s approval of the annual budget includes its review of industry and macroeconomic trends, industry sales growth, cost containment and expected capital expenditures.

 

23

 

Individual Performance

 

The Committee annually assesses the individual performance of each executive officer and considers it when setting a named executive officer’s base salary. The Committee may elect not to increase certain executives’ base salaries on an annual basis (e.g., due to modest increases in cost of living and/or to increase an emphasis on linking total compensation to performance-based incentives), instead using potential annual and longer-term incentive-based payments to compensate individual executives. The Committee reserves the right to adjust base salaries as it determines to be appropriate; however, the Committee does not have a practice of automatically providing for annual increases in base salaries and therefore a decision not to increase an executive’s base salary is not based on an assessment of an executive’s performance. Each executive’s performance is measured against specific personal objectives established early in the prior year. The Chief Executive Officer’s annual personal objectives are established in consultation with the Committee. Other executive officers establish their individual objectives in consultation with the Chief Executive Officer. These objectives may include both subjective and quantifiable individual and departmental performance and developmental initiatives that are within each officer’s area of operation and are consistent with the Company’s strategic plans.

 

The Committee’s assessment of each named executive officer’s performance with respect to these objectives is conducted primarily through conversations with the Chief Executive Officer and a review of Company performance. The Committee believes that consideration of individual performance objectives is important because it creates incentives for executive officers to make specific contributions to the Company’s financial growth based on their individual areas of responsibility, and because it allows the Company to reward those specific contributions.

 

Allocating Between Compensation Elements

 

The Committee does not have a fixed standard for determining how an executive officer’s total compensation is allocated among the various elements of the Company’s compensation program. Instead, the Committee uses a flexible approach so that it can structure the compensation elements in a manner that will, in its judgment, best achieve the specific objectives of the Company’s compensation program. However, the Committee believes that a meaningful portion of a named executive officer’s compensation should be performance-based.

 

Shareholder Say-on-Pay Vote

 

At the 2023 Annual Meeting, shareholders had the opportunity to approve, in a non-binding advisory vote, the compensation of the Company’s named executive officers. This is referred to as a “say-on-pay” proposal. Over 94% of the votes cast on the say-on-pay proposal were voted in favor of the proposal. The Committee believes this vote result reflects general approval of the Company’s overall approach to structuring the Company’s executive compensation program. Therefore, the Committee did not make any significant changes in the structure of the Company’s executive compensation program during fiscal 2024 in response to the 2023 say-on-pay vote. The Compensation Committee will continue to consider the vote results for say-on-pay proposals in future years when making compensation decisions for the Company’s named executive officers.

 

Executive Compensation Decisions for Fiscal Year 2024

 

For the 2024 fiscal year, the primary elements of compensation for the named executive officers were:

 

 

base salary (set on a calendar year basis),

 

 

an annual cash incentive opportunity (based on the Company’s fiscal year financial performance),

 

 

long-term equity-based incentives for each named executive officer, and

 

 

supplemental retirement benefits for two of the named executive officers.

 

24

 

The table below reflects calendar 2023 base salaries and fiscal 2024 annual incentive targets and long-term incentive award targets for the named executive officers approved by the Compensation Committee:

 

Executive Officer

 

Base

Salary

   

Annual

Incentive at

Target

   

Long-term

Incentive at

Target

 

Jeremy R. Hoff

  $ 600,000     $ 600,000     $ 600,000  

Paul A. Huckfeldt

    375,000       225,000       225,000  

Anne J. Smith

    330,000       198,000       198,000  

Tod R. Phelps

    300,000       180,000       180,000  

 

Base Salary

 

Based on Pearl Meyer’s independent analysis of the Company’s named executive officers’ compensation in 2022, the Committee determined that the base salary of the named executive officers remain unchanged for calendar year 2023. Although the study data was from the prior year, it was deemed satisfactory by the Committee, since the information was used only as a guideline, not a benchmark.

 

The Committee’s process for setting base salary and other compensation included an annual review of individual performance and such other relevant factors as accomplishments in the executive’s current role, changes in responsibilities, job performance and the Committee’s assessment of the market rate for these positions. The Committee does not automatically increase base pay annually, but instead bases salary increases on the preceding factors.

 

Annual Cash Incentive

 

The Committee believes it is in the best interests of the Company and its shareholders to base the annual cash incentive directly on the achievement of an objective performance metric. The Committee generally considers consolidated net income to be the appropriate performance metric for the annual cash incentive for senior management because it believes that items included in net income, such as consolidated income tax expense, discontinued operations, interest expense and other income and expense, reflect upon the appropriateness of management decision-making and therefore provide an effective tool for measuring senior management performance over the course of a fiscal year.

 

The Committee approved an annual cash incentive for the 2024 fiscal year. Each named executive officer had the opportunity to earn a payment, expressed as a percentage of their calendar year 2023 base salary, if the Company achieved 80% or more of its fiscal 2024 consolidated net income target. No cash bonus would be payable unless at least 80% of the consolidated net income target was met. The bonus opportunity was capped at a maximum amount if the Company reached 125% or more of its consolidated net income target for fiscal year 2024. For net income achieved at levels between the target percentages shown in the table below, a bonus percentage is interpolated such that each 1% increase in net income or operating income between the target levels results in additional bonus earned.

 

The annual cash incentive target is established based on budgeted net income. Budgeted net income is established by management in its annual operating budget, which is approved by the Board.

 

Target payouts for each named executive officer were established based on a number of factors including:

 

 

data contained in the Pearl Meyer study discussed above;

 

 

general business knowledge and experience of the Committee’s members;

 

25

 

 

other general compensation information available to the Committee, such as perceived contribution to the Company’s success, including areas outside the executive’s core functions; and

 

 

the short-to-medium term total realizable compensation for each executive.

 

As discussed above, the Pearl Meyer study reflected total compensation for similar positions at similarly situated companies with which the Company would expect to compete for executive talent. The Committee evaluated each executive’s total compensation, with an emphasis on shifting a greater share of the executive’s total compensation to incentive-based pay and also considered the executives’ specific roles, responsibilities, and experience, as well as other elements of each executive’s compensation arrangement and considered the mix of short- and long-term elements in each executive’s overall compensation plan. Generally, the greater an executive’s responsibilities, the larger the potential award. For example, Mr. Hoff, the most senior executive, was awarded a larger potential incentive award than were other senior executives due to his senior standing within the Company and his larger share of responsibilities. The incentive opportunities were structured such that if consolidated net income does not meet the target, the named executive officers would receive a reduced payment or no payment, but if consolidated net income exceeded the target, incentive payments would increase at a rate greater than the increase in net income. This was designed to recognize exemplary consolidated net income achievement. In no event would an incentive payment be earned if less than 80% of the target level was attained.

 

The award opportunities for each executive were as follows (expressed as a percentage of 2023 calendar year base salary):

 

   

If the Company Attains the following Percentages of Performance Target:

 

 

Executive Officer

 

<80%

   

80%

   

90%

   

100%

   

110%

   

125%

 

Jeremy R. Hoff

    0 %     50 %     90 %     100 %     125 %     165 %

Paul A. Huckfeldt

    0 %     30 %     54 %     60 %     75 %     99 %

Anne J. Smith

    0 %     30 %     54 %     60 %     75 %     99 %

Tod R. Phelps

    0 %     30 %     54 %     60 %     75 %     99 %

 

Each additional percentage of net income realized between the percentages shown above is interpolated and multiplied by the officer’s bonus base, such that each additional percentage of net income realized between the threshold amounts shown above results in a larger bonus payout, as shown in the table below:

 

   

Interpolation per 1% of increased earnings:

 

 
   

Between

80-89% of Target

Net Income

   

Between

90-99% of Target

Net Income

   

Between

100-109% of Target

Net Income

   

Between

110-125% of Target

Net Income

 

All named executive officers

    4 %     1 %     2.50 %     2.67 %

 

The net income target for the 2024 fiscal year was set at $17.9 million on a consolidated basis. The net income target had previously been approved by the Board in consultation with management, and after considering the Company’s profit potential, the impact of national and international economic conditions on the Company and the home furnishings industry as a whole. Based on these factors, the Committee concluded that the target and threshold levels were appropriate to motivate and appropriately reward executive officers to attain the desired level of performance for fiscal 2024.

 

26

 

The 80% threshold performance level for the annual cash incentive was believed to be an achievable goal. The 100-124% target performance level was believed to be aggressive, but attainable. Performance at or above the 125% level was believed to be realizable, but only with exceptional performance.

 

The Company did not achieve at least the threshold level of its fiscal year 2024 consolidated net income. As a result, no named executive officer received the annual cash incentive.

 

Executive Officer

 

Fiscal 2024 Annual

Cash Incentive

Earned

 

Jeremy R. Hoff

  $ -  

Paul A. Huckfeldt

    -  

Anne J. Smith

    -  

Tod R. Phelps

    -  

 

Long-Term Incentives

 

During fiscal 2024, consistent with the Committee’s objective of giving greater weight to the performance-based element of total compensation, the Committee granted two types of long-term incentive awards, performance stock units (PSU) and time-based restricted stock units (RSU) to the named executive officers in April 2023 for the performance period beginning in fiscal year 2024 through fiscal year 2026. The awards were designed to directly link a significant portion of a named executive officer’s compensation to the growth in value of the Company and to further enhance existing retention incentives under the Company’s executive compensation program.

 

Performance-based Restricted Stock Unit

 

Each PSU entitles the executive officer to receive one share of the Company’s common stock based on the achievement of two specified performance targets if the executive officer remains continuously employed by the Company through the end of the three-year performance period (subject to limited exceptions). One target is based on annual average growth in the Company’s EPS over the performance period and the other target is based on EPS growth over the performance period compared to that of the peer companies described at page 22. The PSUs vest subject to the Company’s attainment of pre-established financial goals related to the sum of two amounts, (1) the Company’s absolute EPS Growth and (2) relative EPS growth, over a three-year performance period that began January 30, 2023 and ends February 1, 2026, as approved by the Committee. The payout or settlement of the PSUs shall be made in shares of the Company’s common stock (based on the fair market value of the shares of the Company’s common stock on the date of settlement or payment). The PSUs do not convey any voting rights or dividend or dividend equivalent rights to the executive officer.

 

27

 

The amount set forth in the table below is based on the average annual growth of the Company’s fully diluted EPS from continuing operations over the performance period. The Company’s EPS growth must average at least 5% annually over the performance period for a payment to be made.

 

   

Payout in Shares of Company Stock Based on

EPS Growth (%) for Performance Period

 
   

Threshold

   

Target

                   

Maximum

 

Executive Officer

 

5%

   

10%

   

15%

   

20%

   

25%

 

Jeremy R. Hoff

    3,524       10,571       14,095       17,619       21,143  

Paul A. Huckfeldt

    1,602       4,805       6,407       8,009       9,610  

Anne J. Smith

    1,409       4,229       5,638       7,048       8,457  

Tod R. Phelps

    1,057       3,171       4,228       5,286       6,343  

 

The amount set forth in the table below is based on the average annual growth of the Company’s EPS over the performance period relative to a group of specified peer companies. However, if the Company’s EPS growth is not positive for the performance period, this payment will be capped at the amount for the 50th percentile.

 

   

Payout in Shares of Company Stock Based on

Relative EPS Growth for Performance Period

 
           

Threshold

   

Target

   

Maximum

 

Executive Officer

 

Less than

50th

percentile

   

50th

percentile,

but less than

60th

percentile

   

60th

percentile,

but less than

80th

percentile

   

Equal to or

greater than

80th percentile

 

Jeremy R. Hoff

    0       7,928       10,571       15,857  

Paul A. Huckfeldt

    0       3,604       4,805       7,208  

Anne J. Smith

    0       3,171       4,229       6,343  

Tod R. Phelps

    0       2,379       3,171       4,757  

 

The Committee selected EPS as the measure for the performance targets because EPS, and especially changes in EPS, directly reflect changes in the value of the Company over time, which the Committee believes best reflects the long-term interests of the shareholders. Using a simple, well-defined performance measure for these awards reduces the risk of manipulating that measure for short-term gain and reduces the risk of unintended consequences that could result from paying bonuses based on factors other than earnings, such as sales growth or non-financial measures which could misalign shareholder and management objectives. For example, a focus on sales growth or a non-financial metric such as customer satisfaction could provide an incentive to increase sales through greater discounting or create excessively generous return and allowance policies at the expense of overall profitability.

 

28

 

Restricted Stock Units

 

The Committee also awarded to each named executive officers RSUs that will vest if the executive remains continuously employed with the Company (subject to limited exceptions) until the three-year anniversary date of each grant which is April 10, 2026. The awards may be paid in shares of Company stock, cash or a combination of both, as determined by the Committee in its discretion. They are designed to encourage retention and to provide an incentive for increasing shareholder value. The number of RSUs awarded to each executive officer is set forth in the table below:

 

 

Executive Officer

 

Number of RSUs

 

Jeremy R. Hoff

  10,892  

Paul A. Huckfeldt

  2,403  

Anne J. Smith

  2,114  

Tod R. Phelps

  3,267  

 

Supplemental Retirement Benefits

 

Mr. Huckfeldt and Ms. Smith participate in the Company’s Supplemental Retirement Income Plan (“SRIP”). The SRIP is a non-qualified, unfunded supplemental retirement plan that provides a monthly benefit equal to a specified percentage of the participant’s average base salary plus annual bonus for the 60-consecutive month period preceding their termination of employment (referred to as their “Final Average Earnings”). Mr. Huckfeldt and Ms. Smith are each eligible to receive a monthly benefit equal to 25% of their Final Average Earnings. For all executives, the benefit is paid for 15 years following the participant’s retirement. As a general matter, a participant is not entitled to receive any benefit under the SRIP unless they remain continuously employed with the Company to age 60. At age 60, the participant becomes vested in 75% of their SRIP benefit and in 5% increments each following year until becoming 100% vested at age 65, assuming the participant remains continuously employed to those dates.

 

The objective of the SRIP is to create incentives for covered employees to remain employed with the Company over the balance of their careers, reward extended service with the Company and to balance short-term and long-term decision making, thereby enhancing the stability of the management team and allowing for predictability in succession planning. In addition, the Committee has determined that the SRIP helps mitigate compensation-related risk as discussed on page 30.

 

Each participant’s benefit in the SRIP will become fully vested, regardless of age, and the present value of those benefits will be paid in a lump sum upon a change in control of the Company. The Committee believes that this provision further enhances retention by providing assurance to employees that the benefits promised under the SRIP will be paid if the Company comes under new ownership or control. The amounts to which participating named executive officers would be entitled to receive under the SRIP and additional information concerning the SRIP can be found in the Pension Benefits table on page 43 and Potential Payments upon Termination or Change in Control on page 43.

 

Messrs. Hoff and Phelps do not participate in the SRIP. They have been provided other retention incentives under their employment agreements tailored to their specific employment circumstances.

 

Employment Agreements and Other Employment Terms

 

The Company entered into employment agreements with Messrs. Hoff, Huckfeldt and Phelps, and Ms. Smith on July 13, 2022, each of which provides for an indefinite term and sets forth the executive’s annual base salary rate subject to future adjustment to ensure consistency with the range of salaries for officers at other companies with similar responsibilities. The agreements also set forth each executive’s short-term incentive target opportunity, expressed as a percentage annual base salary, as well as each executive’s long-term incentive target opportunity, also expressed as a percentage of annual base salary. The short-term and long-term incentive programs in which these executives currently participate are further described beginning on pages 25 and 27. The agreements further provide that each executive is eligible to participate in any other benefit program offered or generally made available by the Company for its management employees.

 

29

 

The terms of each of the employment agreements covering these named executive officers also include covenants relating to confidentiality, non-disclosure of work-related intellectual property, non-competition and non-solicitation of customers. Under the non-compete provision, each executive covenants that they will not compete with the Company for a period of eighteen (18) months (for Mr. Hoff; 12 months for Messrs. Huckfeldt and Phelps, and Ms. Smith) post-termination of employment in a position with duties substantially similar to their duties with the Company within the last twelve months within the United States. Similarly, each executive agrees that for a period of eighteen (18) months (for Mr. Hoff; 12 months for Messrs. Huckfeldt and Phelps, and Ms. Smith) post-termination of employment, they will not solicit for the benefit of a business in competition with the Company, any customer, employee or independent contractor, who was a customer, employee or independent contractor of the Company within the twelve months preceding the executive’s termination of employment.

 

For additional discussion regarding the potential payments under these employment agreements in connection with a termination of employment, see Hoff, Huckfeldt, Smith and Phelps Employment Agreements under Potential Payments upon Termination or Change in Control which begins on page 43.

 

Other Benefits

 

The Company maintains a tax-qualified 401(k) savings plan for all of its eligible employees, including the named executive officers. The plan provides for Company matching contributions, which are fully vested after two years of continuous service. The Company’s other benefit plans include health care, dental and vision insurance, group life insurance and disability insurance. The named executive officers participate in these plans on the same basis as other eligible employees.

 

Tax and Accounting Implications of Executive Compensation

 

The Compensation Committee believes that shareholder interests are best served if their discretion and flexibility in awarding compensation is not restricted, even though some compensation awards may result in non-deductible compensation expenses. However, the Compensation Committee does not anticipate a shift away from variable or performance-based compensation payable to the executive officers in the future, nor anticipate applying less rigor in the process by which the Committee establish performance goals or evaluate performance against such pre-established goals, with respect to compensation paid to the NEOs. In addition, accounting considerations are one of many factors that the Compensation Committee considers in determining compensation mix and amount.

 

Incentive Compensation Recoupment Policy

 

The Board of Directors previously adopted a “clawback” policy called the Incentive Compensation Recoupment Policy, in which the Board has the authority to pursue recovery of incentive compensation in the event of:

 

 

an accounting restatement;

 

a material error in a compensation measure; or

 

fraudulent or intentional misconduct.

 

This policy does not limit the legal remedies the Company may seek against any employee for fraudulent or illegal activity. Further, this policy was not adopted in response to any particular concerns, but rather to align the Company’s compensation practices with observed best practices. During fiscal 2024, the Compensation Committee and the Company reviewed and updated this policy to ensure compliance with the final SEC rules under Section 954 of the Dodd-Frank Act. In accordance with the final SEC rules and applicable exchange listing standards, the updated policy applies to all incentive-based compensation received by our executive officers after the effective date of the updated policy. Specifically, in the event of a triggering accounting restatement, the Compensation Committee is tasked with recovering in a reasonably prompt timeframe all incentive-based compensation received by a covered executive officer during the applicable recovery period in excess of the compensation that would have been received had the compensation been determined using the restated amounts.

 

Management of Executive Compensation-Related Risk

 

The Company’s executive compensation program is designed to create incentives for its executives to achieve its annual and longer-term business objectives. The Committee considers how the individual elements of executive compensation, and the executive compensation program as a whole, could potentially encourage executives, either individually or as a group, to make excessively risky business decisions at the expense of long-term shareholder value. To address this potential risk, the Committee annually reviews the risk characteristics of the Company’s executive compensation programs generally and considers methods for mitigating such risk. The Committee considers the following characteristics of the Company’s executive compensation program as factors that help mitigate such risk:

 

30

 

 

the Committee has authority under the Company’s Incentive Compensation Recoupment, or “clawback”, policy described above;

 

 

the Committee has the unlimited authority to reduce long-term performance grant awards or pay no award at all;

 

 

long-term performance grants are mostly performance-based, which aligns compensation with the interests of the shareholders;

 

 

overall compensation is balanced between fixed and variable pay, and variable pay is linked to annual performance and performance over multi-year periods;

 

 

the fixed compensation provided under the SRIP to certain executive officers helps avoid the potential for excess leverage and allows for longer service conditions than typical variable pay arrangements, thereby enhancing retention and management continuity;

 

 

the multi-year cliff-vesting feature of restricted stock units promotes long-term retention, helps to mitigate inappropriate short-term risk taking and helps to align management and shareholder interests;

 

 

profitability goals, which serve as inputs for variable annual cash incentive compensation and long-term performance grants, are approved by the Board;

 

 

the long-term performance grants have been based on cumulative absolute and relative EPS growth over multi-year periods, which helps reduce the potential for short-term focus at the expense of longer-term growth;

 

 

a consistent compensation philosophy has been applied year-over-year and does not change significantly with short-term changes in business conditions;

 

 

open dialogue among management, the Committee and the Board regarding executive compensation policies and practices and the appropriate incentives to use in achieving short-term and long-term performance targets; and

 

 

other general risk mitigating factors, including:

 

 

quarterly reviews of the Company’s results of operations and financial condition;

 

 

quarterly review of management’s Enterprise Risk Management report;

 

 

annual review of management’s compensation risk assessment;

 

 

executive sessions at all committee meetings, including executive session with the Company’s independent auditor; and

 

 

a fairly flat organizational structure, which promotes knowledge sharing and risk awareness by members of senior management.

 

31

 

Other Policies and Practices

 

Cash Incentives. The Committee has adopted certain guidelines for administering annual cash incentive compensation. Generally, an executive must remain employed to the last day of a fiscal year to be eligible to receive an annual cash incentive payment for that fiscal year. However, executives who terminate employment during the last quarter of a fiscal year due to death or disability, or who retire after they have attained age 55 and completed 10 years of service, are entitled to receive the same payment that they would have received had they remained employed to the end of the fiscal year. Executives who meet either of these requirements and who terminate employment in the second or third quarter of a fiscal year are entitled to receive 50% or 75%, respectively, of the payment they would have received had they remained employed to the end of the fiscal year. The guidelines establish procedures for the Committee to review and approve annual cash incentive determinations after the Chief Executive Officer and Chief Financial Officer confirm whether the performance conditions for the fiscal year have been achieved and whether any other applicable conditions have been met for that fiscal year.

 

Stock Ownership Guidelines. The Committee adopted stock ownership requirements in April 2019 such that the CEO is required to hold at least three-times his base salary in Company stock and each other executive officer is required to hold two-times their base salary, as measured by the Company’s closing stock price as of the end of the most recently completed fiscal year. Each executive officer is allowed six years to accumulate the required number of shares.

 

Hedging Policy. Executive officers, along with directors and certain other “key insiders,” are prohibited from engaging in certain types of transactions related to the Common Stock of the Company, including zero-cost collars and forward stock sales, as well as transactions in derivative securities, using margin accounts and pledging shares as collateral. See the discussion on page 15 for additional details regarding prohibited transactions.

 

Executive Compensation Decisions for Fiscal Year 2025

 

As mentioned on page 23, the Committee has elected to replace relative EPS growth in its performance grants with three-year relative total shareholder return (“TSR”) for fiscal year 2025. Relative TSR was selected to focus our officers on long-term shareholder value when developing and executing our strategic plans and to reward management based on the achievement of three-year TSR levels relative to our compensation peer group.

 

32

 

Summary Compensation Table

 

The following table sets forth the compensation for services in all capacities to the Company for the three most recent fiscal years of the persons who were the Company’s named executive officers that year.

 

Name and Principal Position

 

Year

 

Salary

   

Bonus

   

Stock Awards

   

Non-Equity

Incentive Plan Compensation

   

Change in Pension Value and Non- Qualified Deferred Compensation Earnings

   

All Other

Compensation

   

Total

 
       

($)(1)

   

($)

   

($)(2)

   

($)(3)

   

($)(4)

   

($)(5)

   

($)

 
                                                             

Jeremy R. Hoff, CEO and Director

 

2024

    600,000       -       600,000       -       -       15,181       1,215,181  
   

2023

    575,000       -       600,000       -       -       11,994       1,186,994  
   

2022

    450,000       -       337,500       -       -       10,669       798,169  
                                                             

Paul A. Huckfeldt, CFO and Sr. VP Fin. and Acctg.

 

2024

    375,000       -       225,000       -       -       13,681       613,681  
   

2023

    362,500       -       225,000       -       -       11,556       599,056  
   

2022

    295,833       -       246,000       -       -       10,554       552,387  
                                                             

Anne J. Smith, CAO, Sr. VP Administration, President-Domestic Upholstery

 

2024

    330,000       -       198,000       -       54,633       13,706       596,339  
   

2023

    325,000       -       198,000       -       -       11,406       534,406  
   

2022

    295,833       -       235,000       -       -       10,554       541,387  
                                                             

Tod R. Phelps, Chief Information Officer and Sr. VP - Operations

 

2024

    300,000       -       180,000       -       -       12,506       492,506  
   

2023

    291,667       -       180,000       -       -       10,797       482,464  
   

2022

    250,000       -       150,000       78,125       -       9,256       487,381  

 

 

(1)

Amounts shown represent base salary paid during the fiscal year before any deductions into the Company’s 401(k) plan. Annual base salary adjustments generally become effective at the beginning of each calendar year and do not coincide with the beginning of a fiscal year.

 

 

(2)

For each named executive officer, this amount is the sum of the grant date fair value of (a) the restricted stock units and (b) three-year performance grants that were awarded to the named executive officers in fiscal 2024. The value of these awards was determined in accordance with FASB ASC Topic 718. The three-year performance grants shown were computed assuming that the probable level of performance would be achieved (10% EPS growth and relative EPS growth in the 60th percentile for the performance period) and excluded the impact of estimated forfeitures related to service-based vesting conditions. For more information regarding the restricted stock units and the three-year performance grants, refer to the Grants of Plan-Based Awards table on page 40 and to the Outstanding Equity Awards at Fiscal Year-End table on page 41. The value of the PSU awards to the named executive officers assuming the maximum level of performance is achieved are as set forth in the table below. For more information regarding the calculation of restricted stock unit and performance grant values, refer to note 15 of the Company’s consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 28, 2024 (the “2024 Form 10-K”), as filed with the SEC.

 

33

 

Name

 

PSU Grant Date

Fair Value at

Maximum Level

of Performance ($)

 

Jeremy R. Hoff

    693,000  

Paul A. Huckfeldt

    315,000  

Anne J. Smith

    277,200  

Tod R. Phelps

    207,900  

 

 

(3)

This column shows amounts earned under the annual cash incentive program, if any. For more information regarding the terms of the annual cash incentives for fiscal year 2024, see the Executive Compensation discussion at page 18.

 

 

(4)

This column shows the change in the present value of the named executive officer’s accumulated benefit under the Supplemental Retirement Income Plan (“SRIP”) at the earliest full benefit retirement age. These changes in present value are not directly in relation to final payout potential and can vary significantly year-over-year based on (i) promotions and corresponding changes in salary; (ii) other one-time adjustments to salary or other reasons; (iii) actual age versus predicted age at retirement; (iv) the discount rate used to determine the present value of benefits; and (v) other relevant factors. A decrease in the discount rate results in an increase in the present value of the accumulated benefit without any increase in the benefits payable to the NEO at retirement and an increase in the discount rate has the opposite effect. The numbers reported are pension accounting values and were not realized by the named executive officers during the relevant fiscal year. None of the named executive officers received above-market or preferential earnings on compensation that was deferred on a non-tax-qualified basis. In fiscal year 2024, the change in pension value was -$2,002 for Mr. Huckfeldt and $54,633 for Ms. Smith. In fiscal year 2023, the change in pension value was -$141,096 for Mr. Huckfeldt and -$53,784 for Ms. Smith. In fiscal year 2022, the change in pension value was -$11,090 for Mr. Huckfeldt and -$3,133 for Ms. Smith. Messrs. Hoff and Phelps do not participate in the SRIP.

 

 

(5)

All Other Compensation for fiscal year 2024 includes amounts reimbursed for disability income insurance premiums and matching contributions to the Company’s 401(k) plan.

 

Name

 

Disability Income

Insurance Premium

Reimbursement

   

401(k) Match

   

Total

 
                         

Jeremy R. Hoff

  $ 506     $ 14,675     $ 15,181  

Paul A. Huckfeldt

    506       13,175       13,681  

Anne J. Smith

    506       13,200       13,706  

Tod R. Phelps

    506       12,000       12,506  

 

34

 

Pay versus Performance

 

The following table shows the past four fiscal years’ total compensation for the named executive officers as set forth in the Summary Compensation Table, the total compensation actually paid (“CAP”) to the named executive officers, the Company’s total shareholder return (“TSR”), peer group’s total shareholder return over the same period, net income, and the EPS as the company-selected performance measure.

 

Fiscal Year 2024 Pay versus Performance Table

 

Year

 

Summary compensation table total for CEO(1)

   

Compensation actually paid to CEO(2)

   

Average summary compensation table total for other NEOs(1)

   

Average compensation actually paid to other NEOs(2)

   

Total shareholder return(3)

   

Peer group total shareholder return(3)

   

Net income

   

EPS

 
   

($)

   

($)

   

($)

   

($)

   

($)

   

($)

   

($, in thousands)

   

($)

 

2024

    1,215,188       1,444,583       567,507       617,865       127.27       107.46       9,865       0.91  

2023

    1,186,994       1,067,309       538,642       462,562       102.45       79.71       (4,312 )     (0.37 )

2022

    798,169       406,826       577,484       244,027       71.56       96.59       11,718       0.97  

2021

    923,559       463,541       534,790       585,697       126.19       123.64       (10,426 )     (0.88 )

 

(1)         The principal executive officers and other named executive officers for fiscal years 2021 - 2024 are the following:

 

Year

 

CEO

 

Other NEOs

2024

 

Jeremy R. Hoff

 

Paul A. Huckfeldt, Anne J. Smith, Tod R. Phelps

2023

 

Jeremy R. Hoff

 

Paul A. Huckfeldt, Anne J. Smith, Tod R. Phelps

2022

 

Jeremy R. Hoff

 

Paul A. Huckfeldt, Anne J. Smith, Tod R. Phelps, D. Lee Boone

2021

 

Paul B. Toms, Jr.

 

Paul A. Huckfeldt, Anne J. Smith, D. Lee Boone, Jeremy R. Hoff, Douglas Townsend

 

(2)         SEC rules require certain adjustments be made to the Summary Compensation Table totals to determine compensation “actually paid” as reported in the Pay versus Performance table. The following table details these adjustments:

 

35

 

Year

 

Executives

 

Summary Compensation Table Total

   

Deduct Reported Change in Actuarial Present Value of Pension Benefits(a)

   

Add Pension Benefit Adjustments(b)

   

Deduct Reported Value of Equity Awards(c)

   

Add Equity Award Adjustments(d)

   

Compensation Actually Paid

 
        ($)     ($)     ($)     ($)     ($)     ($)  

2024

 

CEO

    1,215,188       -       -       (600,000 )     829,395       1,444,583  
   

Other NEOs

    567,507       (18,211 )     16,539       (200,998 )     253,028       617,865  
                                                     

2023

 

CEO

    1,186,994       -       -       (600,000 )     480,315       1,067,309  
   

Other NEOs

    538,642       -       38,785       (201,000 )     86,135       462,562  
                                                     

2022

 

CEO

    798,169       -       -       (337,500 )     (53,843 )     406,826  
   

Other NEOs

    577,484       -       30,595       (225,255 )     (138,797 )     244,027  
                                                     

2021

 

CEO

    923,559       (150,823 )     -       (337,500 )     28,305       463,541  
   

Other NEOs

    534,790       (46,588 )     23,660       (174,003 )     247,838       585,697  

 

 

(a)

The amounts in this column represent the amounts reported in the “Change in Pension Value and Non-Qualified Deferred Compensation Earnings” column of the Summary Compensation Table for each applicable year. In fiscal year 2024, the change in pension value was -$2,002 for Mr. Huckfeldt and $54,633 for Ms. Smith. In fiscal 2023, the change in pension value was -$141,096 for Mr. Huckfeldt and -$53,784 for Ms. Smith. In fiscal year 2022, the change in pension value was -$11,090 for Mr. Huckfeldt and -$3,133 for Ms. Smith.

 

 

(b)

The amounts deducted or added in calculating the pension value adjustments are as follows:

 

Year

 

Executives

 

Service Cost (i)

   

Prior Service Cost (ii)

   

Total Pension Value Adjustment

 
       

($)

   

($)

   

($)

 

2024

 

CEO

    -       -       -  
   

Other NEOs

    16,539       -       16,539  
                          -  

2023

 

CEO

    -       -       -  
   

Other NEOs

    38,785       -       38,785  
                          -  

2022

 

CEO

    -       -       -  
   

Other NEOs

    30,595       -       30,595  
                          -  

2021

 

CEO

    -       -       -  
   

Other NEOs

    23,660       -       23,660  

 

 

(c)

The amounts in this column represent the grant date fair value of equity awards as reported in the “Stock Awards” column of the Summary Compensation Table for each applicable year.

 

 

(d)

The amounts deducted or added in calculating the equity award adjustments are as follows:

 

36

 

Year

 

Executive

 

Year end fair value of equity awards granted during the year

   

Year over year change in fair value of outstanding and unvested equity awards

   

Fair value as of vesting date of equity awards granted and vested in the year

   

Year over year change in fair value of equity awards granted in prior years that vested in the year

   

Fair value at the end of the prior year of equity awards that failed to meet vesting conditions in the year

   

Value of dividends or other earnings paid on stock or option awards not otherwise reflected in fair value or total compensation

   

Total equity award adjustments

 
       

($)

   

($)

   

($)

   

($)

   

($)

   

($)

   

($)

 

2024

 

CEO

    801,490       161,469       -       (9,439 )     (124,125 )     -       829,395  
   

Other NEOs

    268,498       59,333       -       (3,462 )     (71,341 )             253,028  
                                                             

2023

 

CEO

    674,246       (6,959 )     -       (5,586 )     (181,386 )     -       480,315  
   

Other NEOs

    225,877       (3,762 )     -       (2,965 )     (133,015 )     -       86,135  
                                                             

2022

 

CEO

    190,896       (135,677 )     -       13,025       (122,087 )     -       (53,843 )
   

Other NEOs

    89,220       (110,917 )     -       (19,780 )     (97,320 )     -       (138,797 )
                                                             

2021

 

CEO

    243,511       (51,597 )     -       -       (163,610 )     -       28,304  
   

Other NEOs

    298,709       17,822       -       (10,710 )     (57,983 )     -       247,838  

 

(3) Total shareholder return (TSR) is determined based on the value of an initial fixed investment of $100 at the beginning of each fiscal year. The peer group TSR prepared by Zacks Investment Research, Inc. represents cumulative, weighted TSR of the same peer group under Standard Industrial Classification (SIC) Codes 2510 and 2511, which includes home furnishings companies that are publicly traded in the United States or Canada. For more information regarding the peer group TSR, refer to the performance graph that is included in the 2024 Form 10-K, as filed with the SEC.

 

Relationship of Pay and Performance Measures

 

CAP versus the Companys TSR and peer groups TSR

 

As shown in the chart below, the CEO and other NEOs’ CAP alignment with TSR varied each year. This is due in large part to the significant emphasis the Company places on long-term equity incentives, which are sensitive to changes in share price and number of shares granted. Both Mr. Hoff’s base salary and long-term incentive grant increased in fiscal 2023 because of the previously mentioned compensation study performed by Pearl Meyer. For this reason, Mr. Hoff received a larger long-term incentive grant, which coupled with his base salary increase and an increase in fiscal 2023 year-end share price as compared to the grant date share price of those awards, significantly increased his fiscal 2023 CAP. His fiscal 2024 CAP was inflated by a higher fiscal 2024 year-end share price, which was the primary driver of the higher fiscal 2024 CAP.

 

37

 

https://cdn.kscope.io/6dcd30831cbbdbe663e0455e34164858-hf_graph-3.jpg

 

CAP versus Net Income

 

As shown in the chart below, the Company’s net income and the CEO and other NEOs’ CAP varied significantly each year. This is due in large part to the significant emphasis the Company places on equity incentives, which are sensitive to changes in stock price. For instance, in fiscal 2023, more than 50% of Mr. Hoff’s compensation were equity-based grants, which were comprised of time-based restricted stock unit and performance stock units which are based on achievement of budgeted EPS. Mr. Hoff’s base salary was increased in fiscal 2023 because of the previously mentioned compensation study performed by Pearl Meyer. The unalignment in fiscal 2023 was due to net loss driven by the $24 million restructuring charges related to the exit of ACH brand and the repositioning of PRI brand.

 

https://cdn.kscope.io/6dcd30831cbbdbe663e0455e34164858-hf_graph-4.jpg

 

38

 

CAP versus Company-selected Measure (EPS)

 

As shown in the chart below, the Company’s EPS and the CEO and other NEOs’ CAP varied significantly each year. This is due in large part to the significant emphasis the Company places on equity incentives, which are sensitive to changes in stock price as discussed above. EPS is measured based on the Company’s net income. The unalignment in fiscal 2023 was due to the net loss discussed above.

 

https://cdn.kscope.io/6dcd30831cbbdbe663e0455e34164858-hf_graph-5.jpg

 

Company Financial Performance Measures

 

The items listed below represent the most important metrics used to determine CAP for fiscal year 2024 as further described in the Compensation Discussion and Analysis on page 18.

 

Most Important Performance Measures

Consolidated net income

Earnings per share (“EPS”)

Absolute EPS growth

Relative EPS growth

 

39

 

Grants of Plan-Based Awards

 

The following table sets forth information concerning individual grants of awards made under the Company’s annual cash incentive plan and 2020 Stock Incentive Plan during fiscal 2024:

 

           

Estimated Future Payouts Under Non- Equity Incentive Plan Awards(1)

   

Estimated Future Payouts Under Equity Incentive Plan Awards (2)

                 

Name

 

Award Type

 

Grant Date for Equity Incentive Plan and Stock Awards

 

Threshold ($)

   

Target ($)

   

Maximum ($)

   

Threshold (#)

   

Target (#)

   

Maximum (#)

   

All Other Stock Awards: Number of Units (#) (3)

   

Grant Date Fair Value Stock Awards ($)

 
                                                                         

Jeremy R. Hoff

 

Annual Cash Incentive

      $ 300,000     $ 600,000     $ 990,000                                          
   

Performance Grant

 

4/10/2023

                            11,452       21,142       37,000             $ 396,000 (4)
   

RSU Grant

 

4/10/2023

                                                    10,892       176,341 (5)
                                                                         

Paul A. Huckfeldt

 

Annual Cash Incentive

        112,500       225,000       371,250                                          
   

Performance Grant

 

4/10/2023

                            5,206       9,610       16,818               180,000 (4)
   

RSU Grant

 

4/10/2023

                                                    2,403       38,905 (5)
                                                                         

Anne J.Smith

 

Annual Cash Incentive

        99,000       198,000       326,700                                          
   

Performance Grant

 

4/10/2023

                            4,580       8,458       14,800               158,400 (4)
   

RSU Grant

 

4/10/2023

                                                    2,114       34,226 (5)
                                                                         

Tod R. Phelps

 

Annual Cash Incentive

        90,000       180,000       297,000                                          
   

Performance Grant

 

4/10/2023

                            3,436       6,342       11,100               118,800 (4)
   

RSU Grant

 

4/10/2023

                                                    3,267       52,893 (5)

 

 

(1)

Represents the estimated payouts under the annual cash incentive program for the 2024 fiscal year, as of the time those incentives were granted to the named executive officers. For additional discussion regarding annual cash incentives and the actual amounts paid to the named officers for fiscal 2024, refer to the Compensation Discussion and Analysis which begins on page 18, including Annual Cash Incentive on page 25 and the Summary Compensation table on page 33.

 

 

(2)

Represents the estimated future payouts under the performance grants awarded to the named executive officers in fiscal 2024. For additional discussion regarding these performance grants, refer to Compensation Discussion and Analysis, which begins on page 18, including Long-Term Performance Incentive on page 27 and the Summary Compensation Table on page 33.

 

 

(3)

This is the number of service-based RSUs granted to the named executive officer. Each RSU entitles the named executive officer to receive one share of the Company’s common stock (or, at the discretion of the Committee, cash based on the fair market value of a share of the Company’s common stock on the date payment is made or both) if they remain continuously employed with the Company through the end of three-year service period that ends April 10, 2026. In addition to the service-based vesting requirement, 100% of an executive officer’s RSUs will vest upon a change of control of the Company and a prorated number of the RSUs will vest upon the death, disability, or retirement of the executive officer.

 

 

(4)

Represents the three-year performance grants that were awarded to the named executive officers in fiscal 2024. The three-year performance grants shown were computed assuming that the probable level of performance would be achieved (10% EPS growth and relative EPS growth at the 60th percentile for the performance period) and excluded the impact of estimated forfeitures related to service-based vesting conditions.

 

 

(5)

The grant date fair value of each RSU is based on the market price of the Company’s common stock on the grant date, reduced by the present value of the dividends expected to be paid on the shares during the service period, discounted at the appropriate risk-free rate of return. For more information concerning the calculation of performance grant fair values, refer to note 15 of the Company’s consolidated financial statements included in the Company’s 2024 Form 10-K.

 

40

 

Outstanding Equity Awards at Fiscal Year-End

 

The following table sets forth information concerning outstanding equity awards, which consist of performance grants and restricted stock units, held by the named executive officers at the end of fiscal 2024. There were no stock options outstanding as of the end of fiscal 2024.

 

Name

 

Grant Date

 

Number of Shares or Units of Stock That Have Not Vested (#) (2)

   

Market Value of Shares or Units of Stock That Have Not Vested ($) (2)

   

Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (1)

   

Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3)

 
                                     

Jeremy R. Hoff

 

4/8/2021 (1)

                               
   

4/8/2021 (2)

    3,024       75,660                  
   

4/11/2022 (1)

                    21,686       542,584  
   

4/11/2022 (2)

    11,172       279,523                  
   

4/10/2023 (1)

                    21,142       528,973  
   

4/10/2023 (2)

    10,892       272,518                  
                                     

Paul A. Huckfeldt

 

4/8/2021 (1)

                               
   

4/8/2021 (2)

    2,742       68,605                  
   

4/11/2022 (1)

                    9,858       246,647  
   

4/11/2022 (2)

    2,464       61,649                  
   

4/10/2023 (1)

                    9,610       240,442  
   

4/10/2023 (2)

    2,403       60,123                  
                                     

Anne J. Smith

 

4/8/2021 (1)

                               
   

4/8/2021 (2)

    2,446       61,199                  
   

4/11/2022 (1)

                    8,674       217,023  
   

4/11/2022 (2)

    2,169       54,268                  
   

4/10/2023 (1)

                    8,458       211,619  
   

4/10/2023 (2)

    2,114       52,892                  
                                     

Tod R. Phelps

 

4/8/2021 (1)

                               
   

4/8/2021 (2)

    1,344       33,627                  
   

4/11/2022 (1)

                    6,506       162,780  
   

4/11/2022 (2)

    3,352       83,867                  
   

4/10/2023 (1)

                    6,342       158,677  
   

4/10/2023 (2)

    3,267       81,740                  

 

 

(1)

Performance grant awards outstanding as of January 28, 2024. Performance metrics for the grants awarded on April 8, 2021 were not met; consequently, there was no payout and there are no amounts shown in the table. Each performance grant entitles the executive officer to receive a payment based on the achievement of two specified performance conditions derived from the Company’s absolute and relative EPS growth over a three-year performance period as shown in the following table. The payout or settlement of which shall be made in shares of the Company’s common stock (based on the fair market value of the shares of the Company’s common stock on the date of settlement or payment). In all cases, the named executive officer also must remain continuously employed with the Company through the end of the performance period to be eligible for a payment, with prorated payments made due to retirement, death or disability. The performance grants provide for a lump sum cash payment to the executive officer if the Company undergoes a change of control. For additional discussion regarding the performance grants, refer to the Executive Compensation Discussion at page 18.

 

PSU Grant Date

 

Performance Period

4/8/2021

 

February 1, 2021 - January 28, 2024

4/11/2022

 

January 31, 2022 - February 2, 2025

4/10/2023

 

January 30, 2023 - February 1, 2026

 

41

 

 

(2)

Restricted stock unit (“RSU”) awards outstanding at the end of the last completed fiscal year. Market value is based on the closing market price of the Company’s common stock on January 28, 2024 fiscal year. Each RSU entitles the executive officer to receive one share of common stock if they remain continuously employed with the Company through the end of a three-year service period as shown in the following table. At the discretion of the Committee, the RSUs may be paid in shares of the Company’s common stock, cash (based on the fair market value of a share of common stock on the date payment is made), or both. In addition to the service-based vesting requirement, 100% of the RSUs will vest upon a change of control of the Company and a prorated number of the RSUs will vest upon the death, disability or retirement of the executive officer.

 

RSU Grant Date

 

Service Period

4/8/2021

 

April 8, 2021 - April 8, 2024

4/11/2022

 

April 11, 2022 - April 11, 2025

4/10/2023

 

April 10, 2023 - April 10, 2026

 

 

(3)

Performance metrics were not met for the 2022 fiscal year performance grant awards (granted on April 8, 2021) as of the end of the 2024 fiscal year, which was the end of the award’s three-year performance period. Consequently, no amount was outstanding at the end of the 2024 fiscal year. The amount reported for the 2023 and 2024 performance grant awards is based on the level of performance achieved as of the end of the 2024 fiscal year, even though actual performance will not be measured under each of those awards until the end of their respective three-year performance periods. If the interim performance exceeded the threshold for the award, the reported value of the award was based on assumed achievement of the next higher performance measure that exceeds the actual interim measure of performance (which was the maximum performance level for both absolute and relative EPS growth). Any payments under the 2023 and 2024 performance grant awards will be determined based on actual performance through 2025 and 2026, respectively, and not on any interim measure of performance.

 

Option Exercised and Stock Vested Table

 

The following table sets forth information concerning equity awards vested during fiscal 2024:

 

Name (1)

 

Award Type

 

Grant Date

 

Number of Shares Earned upon Vesting

   

Value Realized on Vesting ($)

 

Jeremy R. Hoff

 

RSU Grant

 

4/7/2020

    4,310     $ 79,002  

Paul A. Huckfeldt

 

RSU Grant

 

4/7/2020

    2,371       43,460  

Anne J. Smith

 

RSU Grant

 

4/7/2020

    2,371       43,460  

 

 

(1)

Mr. Phelps was not a named executive officer in April 2020 and did not receive the RSU grant.

 

42

 

Pension Benefits

 

The following table sets forth information concerning benefits provided for Mr. Huckfeldt and Ms. Smith under the Company’s Supplemental Retirement Income Plan (“SRIP”). Messrs. Hoff and Phelps, do not participate in the SRIP:

 

Name

 

Plan Name

 

Plan Years of Service

   

Present Value of Accumulated Benefit($)(1)