DATE:
Monday, May 8, 2023
|
ITEMS OF BUSINESS:
1.
Election of directors:
Holders of Class A Common Stock
to elect six directors.
Holders of Common Stock
to elect three directors.
2. Approval of Non-Employee Director Compensation Plan.
3. Advisory Vote on Executive Compensation
4. Ratification of the appointment of
Grant Thornton LLP as our independent registered public accounting firm for 2023.
5. Transact such other business as may properly
come before the annual meeting or any adjournments.
|
|
TIME:
10:00 a.m.
|
||
PLACE:
Courtyard Baltimore
Downtown/Inner Harbor
1000 Aliceanna Street
Baltimore, Maryland 21202
|
||
RECORD DATE:
March 10, 2023
If you are a holder of record of Common Stock or Class A Common Stock at the close of business on March 10, 2023, then you
are entitled to receive notice of and to vote at the meeting.
|
Internet:
Visit - www.proxyvote.com.*
|
Telephone
Call - 1-800-690-6903*
|
Vote by mail. Sign, date and return your proxy card or voting instruction form.
|
||
*You will need the 11-digit control number included in your proxy card,
voting instructions form or notice.
|
Important Notice Regarding the Availability of Proxy Materials for the
Annual Meeting of Stockholders to be held on May 8, 2023
The proxy statement and Form 10-K for 2022 are available at www.proxyvote.com
and on Havertys’ website at havertys.com under “Investor Relations” then “Reports & Financials” and “SEC Filings.”
|
TABLE OF CONTENTS
|
|
Our Board of Directors
|
|
Proposal 1. Election of Directors
Nominees for Election by Holders of Class A Common Stock
|
3
|
Nominees for Election by Holders of Common Stock
|
5
|
Corporate Governance
|
|
Board Leadership
|
6
|
Committees of the Board
|
6
|
Board of Directors Oversight Roles
|
8
|
Governance Guidelines and Policies
|
9
|
Director Compensation
|
12
|
Proposal 2: Approval of Non-Employee Director Compensation Plan
|
14
|
Compensation Discussion and Analysis
|
|
Role of the NCG Committee
|
17
|
Recap of 2022 NEO Compensation Program
|
18
|
Executive Compensation Components
|
20
|
Compensation Committee Report
|
26
|
Executive Compensation
|
|
Summary Compensation Table
|
27
|
Grants of Plan Based Awards Table
|
29
|
Outstanding Equity Awards at Fiscal Year-End Table
|
30
|
Option Exercises and Stock Vested Table
|
31
|
Non-Qualified Deferred Compensation Plans
|
32
|
Pension Benefits and Retirement Plans
|
33
|
2022 Potential Payments upon Termination or Change in Control
|
33
|
CEO Pay Ratio Information
|
36
|
Pay-versus-Performance
|
36
|
Proposal 3: Advisory Vote on Executive Compensation
|
41
|
Equity Compensation Plan Information
|
42
|
Audit Committee Report
|
43
|
Proposal 4: Ratification of the Appointment of our Independent Registered
Public Accounting Firm
|
46
|
Ownership of Securities
|
|
Ownership by our Principal Stockholders
|
47
|
Ownership by our Directors and Management
|
48
|
Information about our Annual Meeting
|
49
|
Stockholder Proposals for 2024 Meeting
|
51
|
Available Information
|
52
|
Other Business
|
52
|
Non-Employee Director Compensation Plan
|
Appendix A
|
GAAP to Non-GAAP Reconciliation
|
Appendix B
|
OUR BOARD OF DIRECTORS
|
Proposal 1: Election of Havertys Board of Directors
|
What am I voting on?
|
✓ Holders of Class A common stock are being asked to elect six directors for a one-year term.
✓ Holders of common stock are being asked to elect three directors for a one-year term.
|
Voting recommendation:
|
✓ Our board of directors recommends a vote “For” each of the director nominees.
|
Board Matrix
|
Class A Common Stock
Nominees
|
Common Stock Nominees
|
|||||||||
EXPERIENCE
|
Haverty
|
Mangum
|
Palmer
|
Schiller
|
Smith
|
Trujillo
|
Cote
|
Dukes
|
Hough
|
|
Current/Former CEO
|
✔
|
✔
|
✔
|
✔
|
✔
|
|||||
Public Board Experience
|
✔
|
✔
|
✔
|
✔
|
✔
|
✔
|
✔
|
✔
|
||
Finance
|
✔
|
✔
|
✔
|
✔
|
✔
|
✔
|
✔
|
|||
Risk Assessment
|
✔
|
✔
|
✔
|
✔
|
✔
|
✔
|
✔
|
✔
|
✔
|
|
Consumer Focused
|
✔
|
✔
|
✔
|
✔
|
✔
|
✔
|
✔
|
|||
Marketing/Brand Building
|
✔
|
✔
|
✔
|
✔
|
✔
|
|||||
Sales
|
✔
|
✔
|
✔
|
✔
|
✔
|
✔
|
||||
Independent
|
✔
|
✔
|
✔
|
✔
|
✔
|
✔
|
✔
|
|||
TENURE/AGE/GENDER/DIVERSITY
|
||||||||||
Years on the Board
|
31
|
24
|
21
|
3
|
34
|
19
|
1
|
7
|
5
|
|
Age
|
66
|
74
|
69
|
52
|
72
|
63
|
61
|
48
|
68
|
|
Gender
|
M
|
F
|
F
|
M
|
M
|
M
|
M
|
F
|
M
|
|
Gender/Race/Ethnicity/Nationality
|
✔
|
✔
|
✔
|
✔
|
Experience and Skills Legend
|
|
||||||
Current/Former CEO
|
Public Board Experience
|
Finance
|
Risk
Assessment
|
Consumer Focused
|
Marketing/
Brand Building
|
Sales
|
Proposal 1: Nominees for Election by Holders of Class A Common Stock
|
Rawson Haverty, Jr.
Age 66
|
Non-Independent Non-Executive Director - elect
Management Director since 1992
|
||
Principal Occupation: Retired effective March 31,
2023, former Senior Vice President, Real Estate and Development of Havertys since 1998. Over 38 years with Havertys in various positions.
Directorships: Chick-Fil-A
Foundation, Akola PBC, Southface Institute, and a member of the Advisory Board of the Center for Ethics at Emory University.
Experience:
|
|||
Mylle H. Mangum
Age 74
|
Independent Director since 1999 | ||
Principal Occupation: Chief Executive Officer of
IBT Holdings, LLC, a provider of design, construction and consultant services for the retail banking and specialty retail industries, since 2003.
Directorships: Barnes
Group, Inc., Express, Inc. and The Shopping Center Group. Former director of PRGX Global, Inc., which merged with Ardian in March 2021.
Experience:
|
|||
Vicki R. Palmer
Age 69
|
Independent Director since 2001 | ||
Principal Occupation: Retired, former Executive
Vice President, Financial Services and Administration for Coca‑Cola Enterprises Inc. from 2004 until 2009. Senior Vice President, Treasurer and Special Assistant to the CEO of Coca-Cola Enterprises Inc. from 1999 to 2004.
Directorships: First
Horizon National Corporation, Finance Chair of the Black Economic Alliance, member of the Buckhead Coalition, and member of the Governing Board of Woodward Academy.
|
Proposal 1: Nominees for Election by Holders of Class A Common Stock
|
Derek G. Schiller
Age 52
|
Independent Director since 2020 | ||
Principal Occupation: President and Chief Executive
Officer of the Atlanta Braves, a Major League Baseball Club, since March 2018. President of Business for the Braves from March 2016 to March 2018; Executive Vice President of Sales and Marketing from August 2007 to March 2016 for the Braves.
Directorships: Board Member of the Metro Atlanta
Chamber of Commerce, the Atlanta Convention and Visitors Bureau, the Atlanta Sports Council, and the Jack and Jill Late-Stage Cancer Foundation.
Experience:
|
|||
|
Clarence H. Smith
Age 72
|
Management Director since 1989
Chairman of the board since 2012
|
|
Principal Occupation: Chief Executive Officer of
Havertys since 2003. President and Chief Executive Officer from 2003 until March 2021. Over 47 years with Havertys in various positions.
Directorships: Oxford Industries, Inc. and member of
the Board of Trustees of Marist School.
Experience:
|
|||
|
Al Trujillo
Age 63
|
Independent Director since 2003 | |
Principal Occupation: President and Chief Operating
Officer of the Georgia Tech Foundation since 2013. Investment Funds Advisor from 2007 to 2013. Former President and Chief Executive Officer of Recall Corporation, a global information management company until 2007.
Directorships: Member of the Board of Trustees of
Marist School. Former director of SCANA Corporation, which was acquired by Dominion Energy in 2018.
Experience:
|
|||
Clarence H. Smith and Rawson Haverty, Jr. are first cousins.
|
Proposal 1: Nominees for Election by Holders of Common Stock
|
Michael R. Cote
Age 61
|
Independent Director since 2022 | ||
Principal Occupation: Retired, former CEO of
Secureworks from 2002 to 2022 and chairman of the board from 2002 to 2011.
Directorships: Executive Chairman of the Board of
Directors of Nitel, Inc., Member of the Board of Trustees of Children’s Healthcare of Atlanta, Palmetto Technology Group, the board of regents at Boston College, the advisory board of the Georgia Tech School of Cybersecurity and Privacy, and
the board of trustees at Marist School.
Experience:
|
|||
L. Allison Dukes
Age 48
|
Independent Director since 2016 | ||
Principal Occupation: Senior Managing Director and
Chief Financial Officer, Invesco Ltd. since August 2020. Deputy Chief Financial Officer, Invesco Ltd. from March 2020 to August 2020. Former Chief Financial Officer for SunTrust Banks, Inc., from March 2018 until December 2019. Head of Commercial Banking for SunTrust Banks, Inc. from 2017 until 2018. President, Chairman and CEO of the Atlanta Division of SunTrust Banks, Inc. from 2015 until
2017.
Directorships: Member of the Board of Trustees of
Children’s Healthcare of Atlanta, Emory University; past chair of the board of Junior Achievement of Georgia.
Experience:
|
|||
G. Thomas Hough
Age 68
|
Independent Director since 2018
Lead Director since 2021
|
||
Principal Occupation: Retired, Americas Vice Chair of
Ernst & Young LLP (“EY”). Vice Chair of Assurance Services of EY from 2009 to 2014.
Directorships: Equifax Inc. and a director/trustee
of the Federated Hermes Fund Family. Member of the President’s Cabinet of the University of Alabama. Former director of Publix Super Markets, Inc. from 2015 until 2020.
Experience:
|
CORPORATE GOVERNANCE
|
Board Leadership
|
Committees of the Board
|
Name, Meetings and Members
|
Principal Functions
|
|
Audit Committee
Meetings: 4
Al Trujillo – Chair
Mike Cote
Tom Hough
Vicki Palmer
Each member has been designated as “an audit committee financial expert” as defined by the Securities and Exchange Commission (“SEC”) and meets the independence requirements of
the New York Stock Exchange (“NYSE”), SEC, and our Governance Guidelines as well as the enhanced standards for Audit Committee members in Section 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
|
• Provides oversight of the systems and procedures relating to the financial statements, financial reporting process, systems of internal accounting and financial controls.
• Reviews and discusses with management the company’s risk assessment framework and management policies, including cybersecurity and the framework with respect to significant financial risk exposures.
• Monitors the qualifications, independence and performance of the company’s internal audit function and independent auditor and meets periodically with management, internal audit team, and the independent auditor in separate
executive sessions.
• Performs other functions as the board deems appropriate.
|
CORPORATE GOVERNANCE
|
Name, Meetings and Members
|
Principal Functions
|
|
NCG Committee
Meetings: 2
Actions by Unanimous Consent: 1
Mylle Mangum – Chair
Allison Dukes
Tom Hough
Derek Schiller
Al Trujillo
Each member meets the independence requirements of the NYSE, SEC and our Governance Guidelines as well as the enhanced standards for Compensation Committee
members in Rule 16b-3 promulgated under the Exchange Act.
|
• Translates our compensation objectives into a compensation strategy that reinforces alignment of the interests of our executives with that of our stockholders.
• Approves and evaluates the company’s director and executive officer compensation plans, policies and programs.
• Conducts an annual review and evaluation of the CEO’s performance in light of the company’s goals and objectives.
• Reviews and makes recommendations for composition and structure of the board and policies relating to the recruitment of new board members and nomination and reelection of existing board members.
• Oversees the compliance structure and programs with annual reviews of Havertys’ corporate governance documents.
• Oversees the company’s ESG-related initiatives.
• Reviews and approves related person transactions in accordance with board practices.
|
|
Executive Committee
Meetings: 0
Actions by Unanimous Consent: 1
Independent Members:
Tom Hough - Chair
Mylle Mangum
Al Trujillo
Management Member:
Clarence Smith
|
• In accordance with our bylaws, acts with the power and authority of the board in the management of our business and affairs in the interim period between meetings of the board.
• Generally, holds meetings to approve specific terms of financings or other transactions after these items have previously been presented to the board.
|
CORPORATE GOVERNANCE
|
Board of Directors Oversight Roles
|
CORPORATE GOVERNANCE
|
Governance Guidelines and Policies
|
CORPORATE GOVERNANCE
|
CORPORATE GOVERNANCE
|
CORPORATE GOVERNANCE
|
Director Compensation
|
Annual Equity Retainer
|
$
|
50,000
|
||
Cash Retainer
|
$
|
50,000
|
||
Independent Lead Director Cash Retainer
|
$
|
12,000
|
||
Audit and NCG Chairman Cash Retainer
|
$
|
10,000
|
||
Annual Stock Grant
|
$
|
40,000
|
CORPORATE GOVERNANCE
|
Director
|
Fees Earned or Paid in Cash ($)
|
Stock Awards
($)(1)
|
Total ($)
|
|||||||||
Mike Cote(2)
|
$
|
8,333
|
$
|
15,000
|
$
|
23,333
|
||||||
Allison Dukes
|
50,000
|
83,333
|
133,333
|
|||||||||
Tom Hough
|
62,000
|
83,333
|
145,333
|
|||||||||
Mylle Mangum
|
60,000
|
83,333
|
143,333
|
|||||||||
Vicki Palmer
|
50,000
|
83,333
|
133,333
|
|||||||||
Derek Schiller
|
50,000
|
83,333
|
133,333
|
|||||||||
Al Trujillo
|
60,000
|
83,333
|
143,333
|
(1)
|
Represents the aggregate grant date total fair value of stock awards determined in accordance with FASB ASC Topic 718. The annual stock grant was increased to
$40,000 from $20,000 for the board year beginning May 9, 2022. The table reflects the amounts earned or paid for the 2022 calendar year based on the fees for the respective periods.
|
(2)
|
Mr. Cote joined the board as of November 11, 2022.
|
PROPOSAL 2: APPROVAL OF NON-EMPLOYEE DIRECTOR COMPENSATION PLAN
|
What am I voting on?
|
✓ Approval of our Non-Employee
Director Compensation Plan.
|
Voting recommendation:
|
✓
Our board of directors recommends a vote “For” approval of the Non-Employee Director Compensation Plan.
|
PROPOSAL 2: APPROVAL OF NON-EMPLOYEE DIRECTOR COMPENSATION PLAN (continued)
|
COMPENSATION DISCUSSION AND ANALYSIS
|
NEO Name
|
NEO Title
|
|
Clarence H. Smith
|
Chief Executive Officer
|
|
Steven G. Burdette
|
President
|
|
Richard B. Hare
|
Executive Vice President and Chief Financial Officer
|
|
J. Edward Clary
|
Executive Vice President and Chief Information Officer
|
|
John L. Gill
|
Executive Vice President, Merchandising
|
|
Rawson Haverty, Jr.(1)
|
Senior Vice President, Real Estate and Development, retired effective March 31, 2023
|
(1)
|
Mr. Haverty was no longer an executive officer as of March 31, 2023 but is included as an NEO in 2022 as the payment for cancellation of his
outstanding equity grants increased his total compensation. See page 23 of this CD&A for additional discussion.
|
•
|
Strong and consistent financial performance.
|
•
|
Net sales of $1.05B, a 3.4% increase year-over-year, building on prior year’s 35% increase.
|
•
|
Share repurchases of $30.0M, quarterly dividends of $17.8M, and special cash dividend of $16.1M.
|
COMPENSATION DISCUSSION AND ANALYSIS
|
Role of the NCG Committee
|
✔
|
Conducted an annual review of our compensation philosophy to ensure that it remains appropriate given strategic objectives;
|
✔
|
Reviewed results from an annual review of compensation data related to our peers;
|
✔
|
Reviewed and approved all compensation components for our chief executive officer, chief financial officer, and other NEOs;
|
✔
|
Performed an annual evaluation of the execution of our pay-for-performance philosophy, to ensure that the actual award decisions resulted in alignment of relative pay and
relative performance compared to the compensation peer group;
|
✔
|
Scheduled an executive session, without members of management, for the purpose of discussing decisions related to the chief executive officer’s performance, goal-setting,
compensation level and other items deemed important by the NCG Committee; and
|
✔
|
Reviewed succession planning with the CEO and in executive session of the board.
|
COMPENSATION DISCUSSION AND ANALYSIS
|
COMPENSATION DISCUSSION AND ANALYSIS
|
✓ |
Pay-for-performance. A significant percentage of targeted annual compensation is delivered in the form of variable compensation that is connected to actual performance. For 2022, variable compensation
comprised approximately 73% of the targeted annual compensation for the chief executive officer and, on average, 57% of the targeted annual compensation for the other named executive officers.
|
✓ |
Provide competitive target pay opportunities. We annually evaluate our target and actual compensation levels and relative proportions of the types of compensation against our peer group. We use informed judgment in order to offer the
compensation appropriate to motivate and attract highly talented individuals to enable our long-term growth.
|
✓ |
Align performance measures to a mix of key strategic and
operating objectives. Performance measures for incentive compensation are linked to both strategic and operating objectives designed to create long-term stockholder value and to
hold executives accountable for their individual performance and the performance of the company.
|
✓ |
Link compensation to future stock performance. In 2022, all of the long-term incentive awards delivered to our named executive officers were in the form of equity-based compensation. For 2022, long‑term equity
compensation comprised approximately 45% of the targeted annual compensation for the chief executive officer and 27% to 32% of the targeted annual compensation for the other named executive officers.
|
✓ |
Retain an outside compensation consultant. The NCG
Committee retains an independent compensation consultant to review the company’s executive compensation program and practices.
|
✓ |
Establish maximum payout caps for annual cash incentive compensation and Performance Restricted Stock Units (PRSUs).
|
✓ |
Maintain a “Clawback” Policy. The company may recover incentive compensation paid to an executive officer that was calculated based upon any financial result or performance metric impacted by fraud or misconduct of the executive officer.
|
✓ |
Require meaningful stock ownership. Per our stock
ownership guidelines, our chief executive officer is required to have qualified holdings equal to the lesser of a multiple of six times his base salary or 135,000 shares. Our CEO’s qualified holdings were approximately 271,000 shares at
December 31, 2022. The other named executive officers are also subject to ownership guidelines. Their holdings ranged from approximately 48,000 to 73,000 shares at December 31, 2022. New officers have five years to meet required ownership guidelines.
|
✓ |
Mitigate undue risk-taking in compensation programs. Our compensation programs for our executive officers contain features that are designed to mitigate undue risk-taking by our executives.
|
✓ |
Require a “double trigger” for change-in-control severance benefits to be payable.
|
x |
No repricing or buyout of underwater stock options. Our equity plan does not permit the repricing or buyout of underwater stock options or stock appreciation rights without stockholder approval, except in connection with certain corporate
transactions involving the company.
|
x |
Prohibition against margin loans, pledging, and hedging or similar transactions of company securities by senior
executives and directors.
|
x |
No dividends or dividend equivalents are accrued or paid on unvested and/or unexercised awards.
|
x |
No change-in-control tax gross ups. We do not provide change-in-control tax gross ups.
|
x |
No significant perquisites. We do not provide our employees, including our NEOs, with significant perquisites.
|
COMPENSATION DISCUSSION AND ANALYSIS
|
Executive Compensation Components
|
COMPENSATION DISCUSSION AND ANALYSIS
|
MIP-I Goal and Earned
|
||||||||||||||||||||||||
(in millions)
|
Q1
|
Q2
|
Q3
|
Q4
|
Annual
|
Total
|
||||||||||||||||||
MIP-I Weighting
|
8
|
%
|
10
|
%
|
10
|
%
|
12
|
%
|
60
|
%
|
100
|
%
|
||||||||||||
MIP-I Pre-Tax Earnings Goal
|
$
|
21.2
|
$
|
29.5
|
$
|
30.6
|
$
|
35.3
|
$
|
116.6
|
||||||||||||||
2022 Pre-Tax Earnings
|
$
|
25.7
|
$
|
28.7
|
$
|
32.6
|
$
|
32.5
|
$
|
119.5
|
||||||||||||||
% of Goal Achieved
|
121
|
%
|
97
|
%
|
107
|
%
|
92
|
%
|
102
|
%
|
||||||||||||||
Target % Achieved
|
163
|
%
|
94
|
%
|
121
|
%
|
84
|
%
|
106
|
%
|
||||||||||||||
% of MIP-I Earned
|
13
|
%
|
9
|
%
|
12
|
%
|
10
|
%
|
64
|
%
|
108
|
%
|
COMPENSATION DISCUSSION AND ANALYSIS
|
COMPENSATION DISCUSSION AND ANALYSIS
|
How We Make Compensation Decisions
|
COMPENSATION DISCUSSION AND ANALYSIS
|
PEER GROUP
|
|||||
American Woodmark Corporation
|
Ethan Allen Interiors Inc.
|
La-Z-Boy Incorporated
|
|||
At Home Group Inc.
|
Flexsteel Industries, Inc.
|
Oxford Industries, Inc.
|
|||
Bassett Furniture Industries Inc.
|
Hibbett Sports, Inc.
|
Sleep Number Corporation
|
|||
Big 5 Sporting Goods Corporation
|
Hooker Furnishings Corporation
|
The Lovesac Company
|
|||
Conn’s, Inc.
|
Kimball International, Inc.
|
Vera Bradley, Inc.
|
|||
Culp, Inc.
|
Knoll, Inc.
|
Stock Ownership Guidelines
|
Position
|
Guidelines
|
||
Chief Executive Officer
|
6.0x salary or 135,000 shares
|
||
President
|
4.0x salary or 65,000 shares
|
||
Executive Vice President
|
3.0x salary or 40,000 shares
|
||
Senior Vice President
|
2.0x salary or 25,000 shares
|
COMPENSATION DISCUSSION AND ANALYSIS
|
Pension Benefits and Retirement Plans
|
Consideration of Last Year’s Advisory Stockholder Vote on Executive Compensation
|
|
The Committee considered the strong stockholder support of the compensation paid to our NEOs evidenced by the results of this advisory vote, and together with its analysis, did not make
any specific changes to our executive compensation program for 2023 in response. Future annual advisory votes on executive compensation will serve as an additional tool to guide the committee in evaluating the alignment of the company’s
executive compensation program with the interests of the company and its stockholders.
|
Frequency of Say-On-Pay Vote
|
COMPENSATION COMMITTEE REPORT
|
The NCG Committee oversees Havertys’ compensation program on behalf of the board and operates under a written charter adopted by the
board. A copy of the charter is available on Havertys’ website at https://ir.havertys.com/corporate-governance-information/corporate-governance-documents.
The NCG Committee, the members of which are listed below, is responsible for establishing and administering the executive compensation
programs of Havertys. The NCG Committee has reviewed and discussed the Compensation Discussion and Analysis with management as required by Item 402(b) of Regulation S-K. Based on such review and discussions, the NCG Committee recommended to the
board that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into the Company’s 2022 Fiscal Annual Report on Form 10-K.
The Nominating, Compensation and Governance Committee
Mylle H. Mangum, Chair
Allison Dukes
G. Thomas Hough
Derek G. Schiller
Al Trujillo
|
EXECUTIVE COMPENSATION
|
Summary Compensation Table
|
Name and Principal Position
|
Year
|
Salary
|
Non-Equity Incentive Plan Compensation
(1)
|
Stock
Awards
(2)
|
Change in Pension Value (3)
|
All Other Compensation
(4)
|
Total
|
||||||||||||||||||
Clarence H. Smith
|
2022
|
$
|
725,000
|
$
|
772,676
|
$
|
1,150,562
|
$
|
—
|
$
|
30,953
|
$
|
2,679,191
|
||||||||||||
CEO(a)(b)
|
2021
|
690,000
|
1,104,000
|
1,092,213
|
202,381
|
73,238
|
3,161,832
|
||||||||||||||||||
|
2020 |
601,938
|
954,737
|
816,800
|
17,567
|
45,966
|
2,437,008
|
||||||||||||||||||
Steven G. Burdette
|
2022
|
500,000
|
369,516
|
384,790
|
—
|
48,544
|
1,302,850
|
||||||||||||||||||
President(a)(b)
|
2021
|
462,833
|
494,000
|
510,738
|
—
|
45,110
|
1,512,681
|
||||||||||||||||||
|
2020 |
365,165
|
341,247
|
278,733
|
56,387
|
29,634
|
1,071,166
|
||||||||||||||||||
Richard B. Hare
|
2022
|
440,000
|
304,807
|
338,614
|
—
|
25,850
|
1,109,271
|
||||||||||||||||||
EVP and CFO(b)
|
2021
|
420,000
|
436,800
|
343,875
|
—
|
27,537
|
1,228,212
|
||||||||||||||||||
|
2020 |
365,165
|
341,247
|
278,733
|
—
|
24,228
|
1,009,373
|
||||||||||||||||||
J. Edward Clary
|
2022
|
400,000
|
255,782
|
250,130
|
—
|
32,422
|
938,334
|
||||||||||||||||||
EVP and CIO(b)
|
2021
|
387,000
|
371,520
|
274,609
|
—
|
28,284
|
1,061,413
|
||||||||||||||||||
2020 |
351,088
|
328,122
|
229,725
|
84,039
|
21,955
|
1,014,929
|
|||||||||||||||||||
John L. Gill
|
2022
|
400,000
|
255,782
|
250,130
|
—
|
25,133
|
931,045
|
||||||||||||||||||
EVP, Merchandising(b)
|
2021
|
387,000
|
371,520
|
274,609
|
—
|
25,067
|
1,058,196
|
||||||||||||||||||
2020 |
351,088
|
328,122
|
229,725
|
28,502
|
21,692
|
959,129
|
|||||||||||||||||||
Rawson Haverty Jr.(c)
|
2022
|
350,000
|
184,175
|
185,195
|
—
|
849,194
|
1,568,564
|
||||||||||||||||||
SVP, Real Estate
|
(a)
|
Mr. Smith served as President and CEO and Mr. Burdette served as EVP, Operations during 2020. Mr. Burdette was promoted to President on
March 1, 2021, and his 2021 base salary was increased from $402,000 to $475,000.
|
(b)
|
Mr. Smith’s salary was reduced 40% and the salaries of the other NEOs were reduced 25% on April 1, 2020 as part of the company’s business continuity plan.
The salaries were reinstated on July 1, 2020 based on the company’s performance upon reopening of stores in May 2020.
|
(c)
|
Mr. Haverty announced his retirement in 2022, effective March 31, 2023. In connection with his pending retirement the NCG Committee and Mr. Haverty agreed
to cancel his outstanding grants on November 21, 2022 in exchange for $803,886. Mr. Haverty is deemed an NEO in 2022 due to the inclusion of this payment in his 2022 compensation.
|
Summary Compensation Table Footnotes
|
(1)
|
Non-Equity Incentive Plan Compensation: Amounts for the cash earned under the annual incentive
plans. For a description of the plans see “Compensation Discussion and Analysis.” The aggregate awards earned for 2022 were 106% of each NEO’s combined MIP target levels. The table below includes the amount of
the total award to each named executive officer and the portion of the award attributable to each component.
|
Corporate
Performance ($)
|
Individual
Performance ($)
|
Total Annual
Incentive Award ($)
|
||||||||||
Smith
|
$
|
627,676
|
$
|
145,000
|
$
|
772,676
|
||||||
Burdette
|
303,016
|
66,500
|
369,516
|
|||||||||
Hare
|
247,607
|
57,200
|
304,807
|
|||||||||
Clary
|
207,782
|
48,000
|
255,782
|
|||||||||
Gill
|
207,782
|
48,000
|
255,782
|
|||||||||
Haverty
|
151,508
|
32,667
|
184,175
|
EXECUTIVE COMPENSATION
|
(2)
|
Stock Awards: These amounts are the full value of the grants on the date the grants were
made, as determined in accordance with ASC Topic 718. The full grant date value is calculated using the number of awards multiplied by the closing price of our stock on the date of grant. All the grants
were made on January 26, 2022. Awards containing a performance-based vesting condition are included based on achieving target performance. The amounts reported for these awards may not represent the amounts
the individuals will actually realize, as the number of shares earned, if any, will depend on actual performance versus goals and the change in our stock price over time.
The table below sets forth the details of the components that make up the 2022 equity awards. The value of the performance shares shown as earned was calculated using the
number of shares earned under the EBITDA grant multiplied by the share price on the date of grant. The EBITDA and Sales performance grants were earned at the maximum thresholds.
|
Components of Annual Stock Awards
|
Additional Information
|
|||||||||||||||||||||||
Value of
Time-based shares ($)
|
Value of Performance Shares - Target ($)
|
Total
|
Value of Performance Shares – at Maximum
|
|||||||||||||||||||||
EBITDA
|
Sales
|
EBITDA
|
Sales
|
|||||||||||||||||||||
Smith
|
$
|
230,101
|
$
|
736,363
|
$
|
184,098
|
$
|
1,150,562
|
$
|
1,288,635
|
$
|
230,122
|
||||||||||||
Burdette
|
115,440
|
215,469
|
53,882
|
384,790
|
377,070
|
67,352
|
||||||||||||||||||
Hare
|
101,587
|
189,610
|
47,417
|
338,614
|
331,818
|
59,275
|
||||||||||||||||||
Clary
|
75,036
|
140,086
|
35,007
|
250,130
|
245,151
|
43,759
|
||||||||||||||||||
Gill
|
75,036
|
140,086
|
35,007
|
250,130
|
245,151
|
43,759
|
||||||||||||||||||
Haverty
|
74,084
|
88,889
|
22,222
|
185,195
|
155,555
|
27,778
|
(3)
|
Change in Pension Value: Represents the aggregate change in the actuarial present value
of accumulated benefits under the SERP for the applicable year. These amounts were determined using interest rate and mortality rate assumptions consistent with those used in Note 10 Benefit Plans to our
2022 consolidated financial statements, which are included in our Form 10-K for the year ended December 31, 2022. Year-over-year changes in pension value for the SERP generally are driven due to changes in
actuarial pension assumptions as benefit amounts under the SERP were frozen when the pension plan was terminated in 2014. The SERP monthly benefits are actuarially increased if commencement of such benefits
begins after normal retirement age if elected by the participant prior to the SERP being frozen. For 2021, the change in pension value includes the impact of the late retirement factors under the SERP which
increased the present values and higher discount rates which decreased present values. The methodology used to calculate the actuarial present value of the accumulated benefits under the SERP as of December
31, 2021 and December 31, 2020, did not include the impact of the late retirement factors. The amounts reported for 2021 were calculated using the late retirement factors, which resulted in part, in the
increase in the benefit for 2021 as compared to 2020 and 2019 for affected participants. The change in pension value for Mr. Smith was substantially higher than 2020 primarily due to the impact of the late
retirement factors under the SERP due to commencement of his SERP benefits after normal retirement age. The higher discount rates in 2022 resulted in a total decrease in pension values for the NEOs as
follows: Mr. Smith - $23,127, Mr. Burdette - $97,833, Mr. Clary - $144,100, Mr. Gill - $50,900 and Mr. Haverty - $97,960. Mr. Hare joined the company in 2017 and has no benefits under the SERP.
|
(4)
|
All Other Compensation: These amounts for 2022 are comprised of items as noted in the
following table:
|
401(k)
Plan Match(a)
|
Deferred Compensation Plan Contribution(b)
|
Other(c)
|
Stock Award Cancellation
|
Total
|
||||||||||||||||
Smith
|
$
|
12,200
|
$
|
—
|
$
|
18,753
|
$
|
—
|
$
|
30,953
|
||||||||||
Burdette
|
12,200
|
20,670
|
15,674
|
—
|
48,544
|
|||||||||||||||
Hare
|
12,200
|
—
|
13,650
|
—
|
25,850
|
|||||||||||||||
Clary
|
12,200
|
4,000
|
16,222
|
—
|
32,422
|
|||||||||||||||
Gill
|
12,200
|
—
|
12,933
|
—
|
25,133
|
|||||||||||||||
Haverty
|
12,200
|
17,500
|
15,608
|
803,886
|
849,194
|
(a)
|
The maximum 401(k) match for calendar year 2022 was $12,200.
|
(b)
|
Company contributions to the Deferred Compensation Plan are based on participants’ compensation and contributions.
|
(c)
|
Includes: premium costs for covering a portion of medical insurance coverage, additional life insurance, long-term disability
coverage and health examinations.
|
(d)
|
Mr. Haverty announced his retirement in 2022, effective March 31, 2023. In connection with his pending retirement the NCG
Committee and Mr. Haverty agreed to cancel his outstanding grants on November 21, 2022 in exchange for $803,886.
|
Estimated Possible Payouts
Under Non-Equity
Incentive Plan Awards ($)(2)
|
Estimated Possible Payouts
Under Equity
Incentive Plan Awards (#)(3)(4)
|
|||||||||||||||||||||||||||||||||||||
Name
|
Award Type(1)
|
Grant and NCG Committee Approval Date
|
Threshold
|
Target
|
Maximum
|
Threshold
|
Target
|
Maximum
|
All Other Stock
Awards:
Number of
Shares of
Stock
(#)
|
Exercise
or
Base Price of Awards
$/Share(5)
|
Grant Date
Fair
Value of
Stock
Award
$(6)
|
|||||||||||||||||||||||||||
Smith
|
ACMIP-I
|
1/26/2022
|
18,560
|
580,000
|
1,015,000
|
—
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||||||||||||||
ACMIP-II
|
1/26/2022
|
—
|
145,000
|
145,000
|
—
|
—
|
—
|
—
|
—
|
—
|
||||||||||||||||||||||||||||
PRSU
|
1/26/2022
|
—
|
—
|
—
|
10,206
|
25,515
|
44,651
|
—
|
$
|
28.86
|
$
|
736,363
|
||||||||||||||||||||||||||
PRSU.1
|
1/26/2022
|
—
|
—
|
—
|
2,552
|
6,379
|
7,974
|
—
|
28.86
|
184,098
|
||||||||||||||||||||||||||||
RSU
|
1/26/2022
|
—
|
—
|
—
|
—
|
—
|
—
|
7,973
|
28.86
|
230,101
|
||||||||||||||||||||||||||||
Burdette
|
ACMIP-I
|
1/26/2022
|
8,960
|
280,000
|
490,000
|
—
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||||||||||||||
ACMIP-II
|
1/26/2022
|
—
|
70,000
|
70,000
|
—
|
—
|
—
|
—
|
—
|
—
|
||||||||||||||||||||||||||||
PRSU
|
1/26/2022
|
—
|
—
|
—
|
2,986
|
7,466
|
13,066
|
—
|
28.86
|
215,469
|
||||||||||||||||||||||||||||
PRSU.1
|
1/26/2022
|
—
|
—
|
—
|
747
|
1,867
|
2,334
|
—
|
28.86
|
53,882
|
||||||||||||||||||||||||||||
RSU
|
1/26/2022
|
—
|
—
|
—
|
—
|
—
|
—
|
4,000
|
28.86
|
115,440
|
||||||||||||||||||||||||||||
Hare
|
ACMIP-I
|
1/26/2022
|
7,322
|
228,800
|
400,400
|
—
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||||||||||||||
ACMIP-II
|
1/26/2022
|
—
|
57,200
|
57,200
|
—
|
—
|
—
|
—
|
—
|
—
|
||||||||||||||||||||||||||||
|
PRSU
|
1/26/2022
|
—
|
—
|
—
|
2,628
|
6,570
|
11,498
|
—
|
28.86
|
189,610
|
|||||||||||||||||||||||||||
PRSU.1
|
1/26/2022
|
—
|
—
|
—
|
657
|
1,643
|
2,054
|
—
|
28.86
|
47,417
|
||||||||||||||||||||||||||||
RSU
|
1/26/2022
|
—
|
—
|
—
|
—
|
—
|
—
|
3,520
|
28.86
|
101,587
|
||||||||||||||||||||||||||||
Clary
|
ACMIP-I
|
1/26/2022
|
6,144
|
192,000
|
336,000
|
—
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||||||||||||||
ACMIP-II
|
1/26/2022
|
—
|
48,000
|
48,000
|
—
|
—
|
—
|
—
|
—
|
—
|
||||||||||||||||||||||||||||
PRSU
|
1/26/2022
|
—
|
—
|
—
|
1,942
|
4,854
|
8,495
|
—
|
28.86
|
140,086
|
||||||||||||||||||||||||||||
PRSU.1
|
1/26/2022
|
—
|
—
|
—
|
485
|
1,213
|
1,516
|
—
|
28.86
|
35,007
|
||||||||||||||||||||||||||||
RSU
|
1/26/2022
|
—
|
—
|
—
|
—
|
—
|
—
|
2,600
|
28.86
|
75,036
|
||||||||||||||||||||||||||||
Gill
|
ACMIP-I
|
1/26/2022
|
6,144
|
192,000
|
336,000
|
—
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||||||||||||||
ACMIP-II
|
1/26/2022
|
—
|
48,000
|
48,000
|
—
|
—
|
—
|
—
|
—
|
—
|
||||||||||||||||||||||||||||
PRSU
|
1/26/2022
|
—
|
—
|
—
|
1,942
|
4,854
|
8,495
|
—
|
28.86
|
140,086
|
||||||||||||||||||||||||||||
PRSU.1
|
1/26/2022
|
—
|
—
|
—
|
485
|
1,213
|
1,516
|
—
|
28.86
|
35,007
|
||||||||||||||||||||||||||||
RSU
|
1/26/2022
|
—
|
—
|
—
|
—
|
—
|
—
|
2,600
|
28.86
|
75,036
|
||||||||||||||||||||||||||||
Haverty
|
ACMIP-I
|
1/26/2022
|
4,480
|
140,000
|
245,000
|
—
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||||||||||||||
ACMIP-II
|
1/26/2022
|
—
|
35,000
|
35,000
|
—
|
—
|
—
|
—
|
—
|
—
|
||||||||||||||||||||||||||||
PRSU
|
1/26/2022
|
—
|
—
|
—
|
1,232
|
3,080
|
5,390
|
—
|
28.86
|
88,889
|
||||||||||||||||||||||||||||
PRSU.1
|
1/26/2022
|
—
|
—
|
—
|
308
|
770
|
963
|
—
|
28.86
|
22,222
|
||||||||||||||||||||||||||||
RSU
|
1/26/2022
|
—
|
—
|
—
|
—
|
—
|
—
|
2,567
|
28.86
|
74,084
|
(1)
|
Award Type:
|
ACMIP-I = Annual Cash Management Incentive Plan Compensation based on company performance
ACMIP-II = Annual Cash Management Incentive Plan Compensation based on individual performance
PRSU = Performance Restricted Stock Units contingent - EBITDA
PRSU.1 = Performance Restricted Stock Units contingent - Sales
RSU = Restricted Stock Unit
|
(2)
|
The 2022 Non-Equity Incentive Plans as discussed above provided for a target payout for 100% attainment of the goals and decreased to the
payout threshold and increased to the maximum payout noted above.
|
|
(3)
|
The PRSU grant is based on 2022 adjusted EBITDA as discussed above. The number of shares actually achieved were 104.3% of the target and are
shown as outstanding awards on page 30.
|
|
(4)
|
The PRSU.1 grant is based on a sales target for 2022. The number of shares actually achieved were 101.7% of the target and are shown as
outstanding awards on page 30.
|
|
(5)
|
The base price for the PRSUs and RSUs is the closing price of our stock on the date of grant.
|
|
(6)
|
The fair value for the PRSUs and RSUs was determined using the target number of shares granted multiplied by the closing stock price on the
grant date, in accordance with ASC Topic 718.
|
EXECUTIVE COMPENSATION
|
Outstanding Equity Awards at 2022 Fiscal Year-End Table
|
Stock Awards
|
||||||
Name
|
Date Awarded
|
Number of Shares of Stock That Have Not Vested(#)
|
Market Value of Shares of Stock that Have Not Vested ($)
|
Equity Incentive Plan Awards:
Number of Unearned Shares That Have Not Vested(#)
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares That Have Not Vested($)
|
|
Smith
|
1/30/19(1)
|
725
|
21,678
|
|||
1/23/20(2)
|
44,800
|
1,339,520
|
||||
1/23/20(3)
|
7,680
|
229,632
|
||||
1/23/20(4)
|
2,640
|
78,936
|
||||
1/21/21(5)
|
37,352
|
1,116,825
|
||||
1/21/21(6)
|
6,670
|
199,433
|
||||
1/21/21(4)
|
4,402
|
131,620
|
||||
1/26/22(7)
|
26,612
|
795,699
|
||||
1/26/22(8)
|
6,487
|
193,961
|
||||
1/26/22(4)
|
7,701
|
230,260
|
||||
Burdette
|
1/31/19(1)
|
997
|
29,810
|
|||
1/23/20(2)
|
13,377
|
399,972
|
||||
1/23/20(3)
|
2,293
|
68,561
|
||||
1/23/20(4)
|
1,351
|
40,395
|
||||
1/21/21(5)
|
9,849
|
294,485
|
||||
1/21/21(6)
|
1,759
|
52,594
|
||||
1/21/21(4)
|
1,990
|
59,501
|
||||
5/01/21(4)
|
3,300
|
98,670
|
||||
2/23/22(7)
|
7,787
|
232,831
|
||||
2/23/22(8)
|
1,899
|
56,780
|
||||
2/23/22(4)
|
4,000
|
119,600
|
||||
Hare
|
1/31/19(1)
|
997
|
29,810
|
|||
1/23/20(2)
|
13,377
|
399,972
|
||||
1/23/20(3)
|
2,293
|
68,561
|
||||
1/23/20(4)
|
1,351
|
40,395
|
||||
1/21/21(5)
|
10,290
|
307,671
|
||||
1/21/21(6)
|
1,838
|
54,956
|
||||
1/23/21(4)
|
2,079
|
62,162
|
||||
2/23/22(7)
|
6,853
|
204,905
|
||||
2/23/22(8)
|
1,671
|
49,963
|
||||
2/23/22(4)
|
3,520
|
105,248
|
||||
Clary
|
1/31/19(1)
|
862
|
25,774
|
|||
1/23/20(2)
|
11,025
|
329,648
|
||||
1/23/20(3)
|
1,890
|
56,511
|
||||
1/23/20(4)
|
1,114
|
33,309
|
||||
1/21/21(5)
|
8,218
|
245,718
|
||||
1/21/21(6)
|
1,468
|
43,893
|
||||
1/21/21(4)
|
1,660
|
49,634
|
||||
1/26/22(7)
|
5,063
|
151,384
|
||||
1/26/22(8)
|
1,234
|
36,897
|
||||
1/26/22(4)
|
2,600
|
77,740
|
||||
Gill
|
1/31/19(1)
|
850
|
25,415
|
|||
1/23/20(2)
|
11,025
|
329,648
|
||||
1/23/20(3)
|
1,890
|
56,511
|
||||
1/23/20(4)
|
1,114
|
33,309
|
||||
1/21/21(5)
|
8,218
|
245,718
|
||||
1/21/21(6)
|
1,468
|
43,893
|
||||
1/21/21(4)
|
1,660
|
49,634
|
||||
1/26/22(7)
|
5,063
|
151,384
|
||||
1/26/22(8)
|
1,234
|
36,897
|
||||
1/26/22(4)
|
2,600
|
77,740
|
EXECUTIVE COMPENSATION
|
Award Information
|
Vesting Rate
|
Vesting Dates
|
Conditions
|
|
(1)
|
Restricted Stock Units
|
25% per year
|
May 8 each year beginning year following grant date
|
Continued employment through vesting date.
|
(2)
|
Performance Restricted Stock Units
|
100%
|
February 28, 2023
|
Based on 2020 EBITDA, shares achieved at 175% of target.
|
(3)
|
Performance Restricted Stock Units
|
100%
|
February 28, 2023
|
Based on 2020 comparable store sales, shares achieved at 120% of target.
|
(4)
|
Restricted Stock Units
|
one-third per year
|
May 8 each year beginning year following grant date
|
Continued employment through vesting date.
|
(5)
|
Performance Restricted Stock Units
|
100%
|
February 28, 2024
|
Based on 2021 EBITDA, shares achieved at 175% of target.
|
(6)
|
Performance Restricted Stock Units
|
100%
|
February 28, 2024
|
Based on 2021 consolidated sales, shares achieved at 125% of target.
|
(7)
|
Performance Restricted Stock Units
|
100%
|
February 28, 2025
|
Based on 2022 EBITDA, shares achieved at 104.3% of target.
|
(8)
|
Performance Restricted Stock Units
|
100%
|
February 28, 2025
|
Based on 2022 consolidated sales, shares achieved at 101.7% of target.
|
Option Exercises and Stock Vested Table
|
|
Option and SSARs Awards
|
Stock Awards
|
||||||||||||||
Name
|
Number of Shares
Acquired on Exercise (#)
|
Value Realized on
Exercise ($)
|
Number of Shares
Acquired on Vesting (#)(2)
|
Value Realized on
Vesting ($)(1)
|
||||||||||||
Clarence Smith
|
—
|
—
|
15,027
|
$
|
418,567
|
|||||||||||
Steve Burdette
|
—
|
—
|
8,946
|
246,990
|
||||||||||||
Richard Hare
|
—
|
—
|
7,292
|
202,001
|
||||||||||||
Ed Clary
|
—
|
—
|
6,211
|
172,103
|
||||||||||||
John Gill
|
—
|
—
|
4,974
|
137,297
|
||||||||||||
Rawson Haverty
|
—
|
—
|
5,401
|
148,774
|
(1)
|
The value realized reflects the taxable value to the named executive officer
as of the date of the vesting of restricted stock units. The actual value ultimately realized by the NEO may be more or less than the value realized calculated in the above table depending
on whether and when the NEO held or sold the stock associated with the vesting occurrence.
|
(2)
|
The number of shares acquired on vesting is the gross number, including shares
surrendered to us for the payment of withholding taxes. The following table outlines the net number of shares received by the NEOs.
|
Name
|
Net Shares Received (#)
|
|
Smith
|
5,812
|
|
Burdette
|
4,790
|
|
Hare
|
3,822
|
|
Clary
|
3,254
|
|
Gill
|
2,740
|
|
Haverty
|
3,351
|
EXECUTIVE COMPENSATION
|
Non-Qualified Deferred Compensation Plans
|
Name
|
Aggregate
Earnings (Loss)
in 2022 ($)
|
Aggregate
Withdrawals/Distributions
in 2021 ($)
|
Aggregate
Balance at Last
FYE ($)
|
|||||||||
Clarence Smith
|
$
|
(77,575
|
)
|
—
|
$
|
325,795
|
||||||
Ed Clary
|
(84,648
|
)
|
—
|
541,629
|
Name
|
Executive Contributions
in 2022 ($)(1)
|
Company Contributions
for 2022 ($)(2)
|
Aggregate
Earnings (Loss)
in 2022 ($)(3)
|
Aggregate
Withdrawals/Distributions
in 2022 ($)
|
Aggregate
Balance at Last
FYE ($)(4)
|
|||||||||||||||
Clarence Smith
|
$
|
5,750
|
$
|
—
|
$
|
(685,572
|
)
|
$
|
(99,912
|
)
|
$
|
3,690,337
|
||||||||
Steve Burdette
|
142,275
|
20,670
|
(84,290
|
)
|
—
|
437,829
|
||||||||||||||
Richard Hare
|
—
|
—
|
(40,134
|
)
|
—
|
215,396
|
||||||||||||||
Ed Clary
|
3,833
|
4,000
|
(125,062
|
)
|
—
|
555,300
|
||||||||||||||
Rawson Haverty
|
25,251
|
17,500
|
(76,997
|
)
|
—
|
239,331
|
(1)
|
Amounts included in this column have been included for the applicable year in the “Salary” and “Non-Equity Incentive Plan
Compensation” columns in the Summary Compensation Table.
|
(2)
|
Amounts included in this column have been reported for the applicable year in the “All Other Compensation” column of the Summary
Compensation Table.
|
(3)
|
Amounts included in this column do not constitute above-market or preferential earnings and accordingly such amounts are not
reported in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table.
|
(4)
|
All amounts included in this column have been reported in the current or prior years as either salary, non-equity incentive
compensation or all other compensation in the summary compensation tables or as earnings or withdrawals in the deferred compensation tables.
|
EXECUTIVE COMPENSATION
|
Pension Benefits and Retirement Plans
|
Name
|
Plan Name
|
Number of Years
Credited
Service (#)
|
Present Value
of Accumulated
Benefit ($)
|
Payments during last
fiscal year ($)
|
|||||||||
Clarence Smith
|
SERP
|
40
|
$
|
678,164
|
—
|
||||||||
Steve Burdette
|
SERP
|
32
|
258,732
|
—
|
|||||||||
Ed Clary
|
SERP
|
25
|
406,590
|
—
|
|||||||||
John Gill
|
SERP
|
15
|
109,865
|
—
|
|||||||||
Rawson Haverty
|
SERP
|
33
|
535,994
|
—
|
2022 Potential Payments upon Termination or Change in Control
|
EXECUTIVE COMPENSATION
|
•
|
Severance payments – calculated as equal to two times the sum of: (1) the higher of the individual’s annual base salary or the
average annual base salary for the three years immediately prior to the event upon which the notice of termination is based and (2) the higher of the amount paid as annual non-equity
incentive compensation or the average amount paid in the three years preceding that in which the date of termination occurs.
|
•
|
Final year bonus – a pro-rata amount for the annual incentive plan performance period in which the date of termination occurs,
the calculation and payment of which depend on when the date of termination occurs.
|
•
|
Reimbursement for medical and life insurance premiums – payments for a period of 24 months after the date of termination.
|
•
|
Acceleration of vesting on then-outstanding stock options and restricted stock awards; then‑outstanding performance shares
would be governed by the plan under which they were awarded. See “Accelerated Vesting of Long-Term Incentives” below for additional details on the outstanding awards.
|
EXECUTIVE COMPENSATION
|
Name
|
Voluntary
|
Involuntary
Not for Cause
|
For
Cause
|
Change in Control
No
Termination
|
Involuntary
for Good Reason/Not for Cause (CIC)
|
Death
|
Disability
|
|||||||||||||||||||||
Clarence Smith
|
||||||||||||||||||||||||||||
Severance
|
—
|
—
|
—
|
—
|
$
|
3,337,608
|
—
|
—
|
||||||||||||||||||||
Healthcare and Other
|
—
|
—
|
—
|
—
|
40,191
|
—
|
—
|
|||||||||||||||||||||
Long-Term Incentive
|
—
|
(2)
|
—
|
—
|
$
|
4,337,563
|
4,337,563
|
$
|
4,337,563
|
(3)
|
$
|
4,337,563
|
(3)
|
|||||||||||||||
Retirement Plans(1)
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||||||||
Steve Burdette
|
||||||||||||||||||||||||||||
Severance
|
—
|
—
|
—
|
—
|
1,803,176
|
—
|
—
|
|||||||||||||||||||||
Healthcare and Other
|
—
|
—
|
—
|
—
|
40,191
|
—
|
—
|
|||||||||||||||||||||
Long-Term Incentive
|
—
|
—
|
—
|
1,453,200
|
1,453,200
|
1,453,200
|
(3)
|
1,453,200
|
(3)
|
|||||||||||||||||||
Retirement Plans(1)
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||||||||
Richard Hare
|
||||||||||||||||||||||||||||
Severance
|
—
|
—
|
—
|
—
|
1,601,902
|
—
|
—
|
|||||||||||||||||||||
Healthcare and Other
|
—
|
—
|
—
|
—
|
61,623
|
—
|
—
|
|||||||||||||||||||||
Long-Term Incentive
|
—
|
—
|
—
|
1,323,643
|
1,323,643
|
1,323,643
|
(3)
|
1,323,643
|
(3)
|
|||||||||||||||||||
Retirement Plans(1)
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||||||||
Ed Clary
|
||||||||||||||||||||||||||||
Severance
|
—
|
—
|
—
|
—
|
1,436,950
|
—
|
—
|
|||||||||||||||||||||
Healthcare and Other
|
—
|
—
|
—
|
—
|
40,191
|
—
|
—
|
|||||||||||||||||||||
Long-Term Incentive
|
—
|
—
|
—
|
1,050,507
|
1,050,507
|
1,050,507
|
(3)
|
1,050,507
|
(3)
|
|||||||||||||||||||
Retirement Plans(1)
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||||||||
John Gill
|
||||||||||||||||||||||||||||
Severance
|
—
|
—
|
—
|
—
|
1,436,950
|
—
|
—
|
|||||||||||||||||||||
Healthcare and Other
|
—
|
—
|
—
|
—
|
40,191
|
—
|
—
|
|||||||||||||||||||||
Long-Term Incentive
|
—
|
—
|
—
|
1,050,148
|
1,050,148
|
1,050,148
|
(3)
|
1,050,148
|
(3)
|
|||||||||||||||||||
Retirement Plans(1)
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||||||||
Rawson Haverty
|
||||||||||||||||||||||||||||
Severance
|
—
|
—
|
—
|
—
|
1,165,424
|
—
|
—
|
|||||||||||||||||||||
Healthcare and Other
|
—
|
—
|
—
|
—
|
61,623
|
—
|
—
|
|||||||||||||||||||||
Retirement Plans(1)
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
(1)
|
We disclose the amounts related to the SERP plan and the plans in which each NEO participates in the Pension Benefits, the Top
Hat Mutual Fund Option Plan and the Deferred Compensation Plan tables.
|
(2)
|
Mr. Smith was at full retirement age at December 31, 2022. If he had retired on such date, his outstanding awards would not have
automatically vested. Therefore, we report zero value in the table above. However, some of his awards would continue to vest following his retirement through the end of the respective
vesting periods. The values of such awards at December 31, 2022 were $4,105,330.
|
(3)
|
Time-based RSUs vest in full upon an NEO’s termination of employment by reason of death or disability. Similarly, PRSUs
generally vest upon an NEO’s termination of employment by reason of death or disability based on actual performance through the date of death or disability, which for purposes of this
table is assumed to be December 31, 2022.
|
EXECUTIVE COMPENSATION
|
CEO Pay Ratio
|
Pay-Versus-Performance
|
EXECUTIVE COMPENSATION
|
Value of Initial Fixed $100 Investment
|
Company Selected Financial Performance Measure
|
|||||||||||||||||||||||||||||||
Year
|
SCT Total
Compensation
for PEO(1)
|
Compensation Actually Paid to PEO
|
Average SCT Total Compensation For Non-PEO NEOs(2)
|
Average Compensation Actually Paid to Non-PEO NEOs
|
Total Shareholder Return
|
Peer Group Total Shareholder Return(3)
|
Net Income(4)
(in 000s)
|
Pre-Tax Income(5)
(in 000s)
|
||||||||||||||||||||||||
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
||||||||||||||||||||||||
2022
|
$
|
2,679,191
|
$
|
2,646,013
|
$
|
1,170,014
|
$
|
959,065
|
193
|
116
|
$
|
89,358
|
$
|
119,501
|
||||||||||||||||||
2021
|
3,161,832
|
3,814,594
|
1,215,126
|
1,490,490
|
184
|
180
|
90,803
|
118,535
|
||||||||||||||||||||||||
2020
|
2,437,008
|
3,382,845
|
1,013,649
|
1,268,297
|
153
|
132
|
59,148
|
76,731
|
1.
|
Clarence Smith served as our CEO for the
entirety of 2022, 2021 and 2020.
|
2.
|
The NEOs included in this calculation for each year are:
|
3.
|
The peer group TSR is based on the cumulative return of the NYSE/AMEX/Nasdaq Home Furnishings & Equipment Stores Index (SIC Codes 5700-5799).
|
4.
|
Net income as reported in the company’s consolidated financial statements included in our
2022 Annual Report on Form 10-K.
|
5.
|
Pre-tax income, or income before income taxes, as reported in the company’s consolidated
financial statements included in our 2022 Annual Report on Form 10-K.
|
6.
|
The additional table below sets forth each of the amounts required by SEC rule to be deducted from and added to the amount of total compensation as reflected in
the Summary Compensation Table, to calculate CAP. There were no assumptions made in the valuation of equity awards that differs materially from those disclosed as of the grant date of such equity awards.
|
EXECUTIVE COMPENSATION
|
2022 |
2021
|
2020
|
||||||||||||||||||||||
PEO
|
Other
NEOs
Average
|
PEO
|
Other
NEOs
Average
|
PEO
|
Other
NEOs
Average
|
|||||||||||||||||||
Total Compensation from SCT
|
$
|
2,679,191
|
$
|
1,170,014
|
$
|
3,161,832
|
$
|
1,215,126
|
$
|
2,437,008
|
$
|
1,013,649
|
||||||||||||
DEDUCT: grant date fair value (GDFV) of equity awards granted during FY
|
$
|
1,150,562
|
$
|
281,772
|
$
|
1,092,213
|
$
|
350,958
|
$
|
816,800
|
$
|
254,229
|
||||||||||||
ADD: FV as of FY-end of equity awards granted during the year that are
outstanding and unvested as of FY-end
|
$
|
1,219,920
|
$
|
260,274
|
$
|
1,549,655
|
$
|
453,223
|
$
|
1,673,482
|
$
|
498,822
|
||||||||||||
ADD: change as of end of FY in FV of awards granted in any prior year
that are outstanding and unvested as of FY-end
|
$
|
(69,860
|
)
|
$
|
(16,027
|
)
|
$
|
198,163
|
$
|
63,599
|
$
|
197,468
|
$
|
89,305
|
||||||||||
ADD: change as of the vesting date (from end of prior FY) in FV for any
equity awards granted in any prior year that vested at the end of or during FY
|
$
|
(32,676
|
)
|
$
|
(19,253
|
)
|
$
|
199,538
|
$
|
109,500
|
$
|
(57,482
|
)
|
$
|
(37,018
|
)
|
||||||||
DEDUCT: FV at the end of the prior FY for awards granted in any prior
year that failed to meet applicable vesting conditions or were cancelled during FY
|
$
|
—
|
$
|
154,171
|
$
|
—
|
$
|
—
|
$
|
33,264
|
$
|
—
|
||||||||||||
DEDUCT: change in actuarial present value of the accumulated benefit
under all defined benefit and actuarial pension plans reported in SCT(1)
|
$
|
—
|
$
|
—
|
$
|
202,381
|
$
|
—
|
$
|
17,567
|
$
|
42,232
|
||||||||||||
Compensation Actually Paid (CAP) (as defined by SEC rule)
|
$
|
2,646,013
|
$
|
959,065
|
$
|
3,814,594
|
$
|
1,490,490
|
$
|
3,382,845
|
$
|
1,268,297
|
(1)
|
As discussed on page 25, the SERP Plan was frozen in 2006 and accordingly there are no changes related to service costs and prior
service costs.
|
•
|
Pre-Tax Income
|
•
|
Adjusted EBITDA
|
•
|
Net Sales
|
•
|
Total Shareholder Return
|
EXECUTIVE COMPENSATION
|
EXECUTIVE COMPENSATION
|
PROPOSAL 3: ADVISORY VOTE ON EXECUTIVE COMPENSATION
|
What am I voting on?
|
✓ Advisory
vote to approve named executive officers’ compensation (“say-on-pay-vote”).
|
Voting recommendation:
|
✓ Our board
of directors recommends a vote “For” approval, on a non-binding, advisory basis, of the compensation paid to our named executive officers.
|
EQUITY COMPENSATION PLAN INFORMATION
|
Plan Category
|
Number of Securities
To be issued upon
exercise of outstanding
equity awards
(a)
|
Weighted-average
exercise price of
outstanding options and stock-settled stock appreciation rights (SSARs)
(b)
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in Column (a))
(c)
|
||||
Equity compensation plans approved by stockholders:
|
|||||||
Long-Term Incentive Plans(1)
|
677,701 (2)
|
—
|
1,240,915 (3)
|
||||
Non-Employee Director Compensation Plan
|
142,027 (4)
|
—
|
8,988(5)
|
||||
Equity compensation plans not approved by stockholders
|
—
|
—
|
—
|
||||
Total
|
819,728
|
—
|
1,249,903
|
(1)
|
Shares issuable pursuant to outstanding equity awards under our 2014 LTIP and 2021 LTIP.
|
(2)
|
This number is comprised entirely of full value restricted stock units including shares issued pursuant to outstanding performance-based
restricted stock units. Upon vesting shares of common stock are issued for each restricted unit on a 1‑for‑1 basis.
|
(3)
|
Any shares from the 2014 LTIP which are forfeited, expired, or cancelled are not made available for use under the 2021 LTIP. Any shares from the
2021 LTIP which are forfeited, expired, or cancelled are made available for use under the 2021 LTIP.
|
(4)
|
Shares deferred under the Directors’ Deferred Compensation Plan. Shares are issued from those held in the company’s treasury.
|
(5)
|
Shares remaining under the Directors Compensation Plan. Shares are issued from those held in the company’s treasury.
|
AUDIT COMMITTEE REPORT
|
The Audit Committee oversees Havertys’ financial reporting process on behalf of the board. Havertys’ management has the
primary responsibility for the financial statements, for maintaining effective internal control over financial reporting, and for assessing the effectiveness of internal control over financial reporting. Havertys’ independent registered
public accounting firm, or “independent accountants,” is responsible for auditing its consolidated financial statements and providing an opinion as to their conformity with accounting principles generally accepted in the United States as
well as attesting and reporting on the effectiveness of its internal controls over financial reporting.
The Audit Committee’s responsibility is to monitor and review these processes. It is not the Audit Committee’s duty or
responsibility to conduct auditing or accounting reviews or procedures. Consequently, in carrying out its oversight responsibilities, it shall not be charged with, and is not providing, any expert or special assurance as to Havertys’
financial statements, or any professional certification as to the independent accountants’ work. In addition, the Audit Committee has relied on management’s representation that the financial statements have been prepared with integrity and
objectively in conformity with accounting principles generally accepted in the United States and on the representations of an independent registered public accounting firm included in its report on Havertys’ financial statements.
The Audit Committee is comprised entirely of four independent directors as defined by the NYSE listing standards and
Rule 10A-3 of the Securities Exchange Act of 1934. The Audit Committee is governed by a charter that enumerates its purpose and responsibilities, a copy of which is available on Havertys’ website at
https://ir.havertys.com/corporate-governance-information/corporate-governance-documents.
The Audit Committee met four times during 2022 and schedules its meetings to ensure enough time is available to
devote attention to its tasks. In carrying out its responsibilities, the Audit Committee among other things:
• meets with management and the independent registered public accounting firm, Grant Thornton LLP (“Grant Thornton”) to review and discuss Havertys’ accounting policies and
significant estimates;
• discusses with Havertys’ internal auditors and Grant Thornton the overall scope and plans for their respective audits;
• meets with both the internal auditors and Grant Thornton, with and without management present, to discuss the results of their examinations;
• reviews and discusses quarterly and annual financial reports prior to filing with the SEC and quarterly earnings press releases;
• supervises the relationship between Havertys and Grant Thornton, including having direct responsibility for Grant Thornton’s appointment, compensation, retention, and oversight;
reviewing the scope of their audit services; approving audit and non-audit services; and confirming Grant Thornton’s independence;
• reviews with senior management significant risks and the processes by which risk is identified, assessed, and mitigated; and
• selects for the stockholders’
ratification, the independent registered public accounting firm for 2023.
|
AUDIT COMMITTEE REPORT (continued)
|
The Audit Committee further discussed with representatives of Grant Thornton the matters required to be discussed with
audit committees by the applicable requirements of the Public Company Accounting Oversight Board's standards and the SEC. The Committee also received the written disclosures and the letter from Grant Thornton required by the applicable
requirements of the Public Company Accounting Oversight Board regarding Grant Thornton’s communications with the Committee concerning independence and discussed with representatives of Grant Thornton the independence of that firm.
The Audit Committee also reviewed and discussed together with management and Grant Thornton, Havertys’ audited
financial statements for the year ended December 31, 2022, and the results of management's assessments of the effectiveness of the company’s internal control over financial reporting and Grant Thornton’s audit of internal control over
financial reporting.
Based on these reviews and discussions, the Audit Committee recommended to the board that the audited financial
statements be included in Havertys’ Annual Report on Form 10‑K for the year ended December 31, 2022.
The Audit Committee
Al Trujillo, Chair
Michael R. Cote
G. Thomas Hough
Vicki R. Palmer
This report shall not be deemed to be “soliciting material” or to be “filed” with the SEC nor shall this report be
incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, and shall not otherwise be
deemed filed under such acts.
|
AUDIT MATTERS
|
Item
|
|
2022
|
|
|
2021
|
|
||
Audit Fees (a)
|
|
$
|
732,000
|
|
|
$
|
659,000
|
|
Audit–Related Fees (b)
|
|
|
—
|
|
|
|
—
|
|
Tax Fees (c)
|
|
|
24,000
|
|
|
|
21,000
|
|
All Other Fees (d)
|
—
|
118,000
|
||||||
|
$
|
756,000
|
|
|
$
|
798,000
|
|
PROPOSAL 4: RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2023
|
What am I voting on?
|
✓ Ratification of the
appointment of our independent registered public accounting firm for 2023.
|
Voting recommendation:
|
✓ Our board
of directors recommends a vote “For” the appointment of Grant Thornton LLP as our independent registered public accounting firm for 2023.
|
OWNERSHIP OF SECURITIES
|
Common Stock
|
Class A Common Stock
|
|||||||||||||||
Name and address of Beneficial Holder
|
Amount and Nature of Beneficial Ownership
|
Percent of Class(1)
|
Amount and Nature of Beneficial Ownership
|
Percent of Class(2)
|
||||||||||||
BlackRock, Inc.
55 East 52nd Street, New York, NY
|
2,735,031
|
(3)
|
18.3
|
%
|
—
|
—
|
||||||||||
The Burton Partnership, LP
614 W. Bay Street, Tampa, FL
|
1,228,255
|
(4)
|
8.2
|
%
|
—
|
—
|
||||||||||
Dimensional Fund Advisors LP
6300 Bee Cave Road, Building One, Austin, TX
|
1,223,631
|
(5)
|
8.2
|
%
|
—
|
—
|
||||||||||
Renaissance Technologies LLC
800 Third Avenue, New York, NY
|
838,406
|
(6)
|
5.6
|
%
|
—
|
—
|
||||||||||
The Vanguard Group
100 Vanguard Blvd., Malvern, PA
|
967,943
|
(7)
|
6.5
|
%
|
—
|
—
|
||||||||||
LSV Asset Management
155 N. Wacker Drive, Suite 4600, Chicago, IL
|
745,600
|
(8)
|
5.0
|
%
|
—
|
—
|
||||||||||
Villa Clare Partners, L.P.
158 West Wesley Road, Atlanta, GA
|
—
|
—
|
603,497
|
(9)
|
47.0
|
%
|
||||||||||
Rawson Haverty, Jr.
780 Johnson Ferry Road, NE, Atlanta, GA
|
15,000
|
(10)
|
*
|
186,959
|
(10)(11)
|
14.6
|
%
|
|||||||||
Clarence H. Smith
780 Johnson Ferry Road, NE, Atlanta, GA
|
77,380
|
(12)(13)
|
*
|
113,986
|
(14)
|
8.9
|
%
|
(1)
|
Based on 14,981,347 shares of our common stock outstanding on March 10, 2023.
|
|||||
(2)
|
Based on 1,283,260 shares of our Class A common stock outstanding on March 10, 2023.
|
|||||
(3)
|
According to a Schedule 13G filed on January 26, 2023, BlackRock, Inc. holds sole voting power over 2,659,938 shares and sole dispositive power over 2,735,031
shares of common stock.
|
|||||
(4)
|
According to a Schedule 13G filed on June 1, 2016, The Burton Partnership, LP, The Burton Partnership (QP), LP and
Donald W. Burton, General Partner, hold sole voting and dispositive power over 1,228,255 shares of common stock.
|
|||||
(5)
|
According to a Schedule 13G/A filed on February 10, 2023, Dimensional Fund Advisors LP (“Dimensional”) holds sole voting power over 1,205,761 shares and sole
dispositive power over 1,223,631 shares of common stock. Dimensional is an investment advisor registered under Section 203 of the Investment Advisors Act of 1940 and furnishes investment advice to four investment companies registered under
the Investment Company Act of 1940 and serves as investment manager or sub-advisor to certain other commingled funds, group trusts and separate accounts (the “Funds”). The shares reported above are owned by the Funds. Dimensional possesses
investment and/or voting power over the shares held by the Funds. Dimensional disclaims beneficial ownership of these securities.
|
|||||
(6)
|
According to a Schedule 13G/A filed on February 13, 2023, Renaissance Technologies LLC holds sole voting and dispositive power over 838,406 shares of common stock.
|
|||||
(7)
|
According to a Schedule 13G/A filed on February 9, 2023, The Vanguard Group holds shared voting power over 9,756 shares and sole dispositive power over 946,743
shares and shared dispositive power over 21,200 shares of common stock.
|
|||||
(8)
|
According to a Schedule 13G filed on February 10, 2023, LSV Asset Management holds sole voting power over 440,100 shares and sole dispositive power over 745,600
shares of common stock.
|
|||||
(9)
|
According to a Schedule 13D/A filed on January 3, 2018, Villa Clare Partners, L.P. holds shared voting and dispositive power over 603,497 shares of Class A common
stock. Clarence H. Smith is the manager of the Partnership’s general partner, West Wesley Associates, LLC. Mr. Smith disclaims beneficial ownership of these shares except to the extent of his partnership interest.
|
|||||
(10)
|
Mr. Haverty has direct ownership of 84,074 shares of Class A common stock and sole dispositive and voting power over 65,140 shares of Class A common stock held by
a limited liability company for which Mr. Haverty is the manager. The beneficial ownership disclosed also includes 8,728 shares of Class A common stock held in trust for the benefit of Mr. Haverty’s child, for which he is co‑trustee, as to
which he disclaims beneficial ownership.
|
|||||
(11)
|
The Mary E. Haverty Foundation is a charitable organization, for which Mr. Haverty has sole voting power through a revocable proxy granted to him by the
Foundation. Mr. Haverty has no pecuniary interest in the shares of the Foundation and disclaims any beneficial ownership in the Foundation’s shares. The amounts shown reflect 15,000 shares of common stock and 29,017 shares of Class A common
stock, respectively.
|
|||||
(12)
|
Mr. Smith has direct ownership of 34,300 shares of common stock. The beneficial ownership disclosed includes 29,689 shares of common stock held by Mr. Smith’s
wife, as to which he disclaims beneficial ownership. Mr. Smith also has 5,541 shares beneficially owned under Havertys’ directors’ Deferred Plan.
|
|||||
(13)
|
This amount includes 7,850 shares of common stock held by a Georgia limited partnership in which Mr. Smith is a partner. Mr. Smith disclaims beneficial ownership
of these shares except to the extent of his pecuniary interest in the partnership.
|
|||||
(14)
|
Mr. Smith has direct ownership of 112,036 shares of Class A common stock. The beneficial ownership disclosed includes 1,950 shares of Class A common stock held by
Mr. Smith’s wife, as to which he disclaims beneficial ownership.
|
Ownership by Our Directors and Management
|
Common Stock
|
Class A Common Stock
|
|||||||||
Amount and Nature of Beneficial Ownership (1)
|
Percent
of Class(2)
|
Shares
Beneficially
Owned
|
Percent of
Class(3)
|
|||||||
Steven G. Burdette
|
13,351
|
*
|
28,530
|
2.2%
|
||||||
J. Edward Clary
|
38,156
|
*
|
—
|
—
|
||||||
Michael R. Cote
|
1,388
|
*
|
—
|
—
|
||||||
L. Allison Dukes
|
21,514
|
*
|
—
|
—
|
||||||
John L. Gill
|
15,878
|
*
|
7,500
|
*
|
||||||
Richard B. Hare
|
22,978
|
*
|
—
|
—
|
||||||
Rawson Haverty, Jr.
|
15,000
|
(4)
|
*
|
186,959
|
(4)5)
|
14.6%
|
||||
G. Thomas Hough
|
25,504
|
*
|
—
|
—
|
||||||
Mylle H. Mangum
|
64,466
|
*
|
—
|
—
|
||||||
Vicki R. Palmer
|
54,718
|
*
|
—
|
—
|
||||||
Derek G. Schiller
|
6,660
|
*
|
—
|
—
|
||||||
Clarence H. Smith
|
77,380
|
(6)(7)
|
*
|
717,483
|
(8)(9)
|
55.9%
|
||||
Al Trujillo
|
58,206
|
*
|
—
|
—
|
||||||
Directors and Executive Officers as a group (16 persons)
|
505,459
|
3.4%
|
940,472
|
73.3%
|
(1)
|
This column also includes shares of common stock beneficially owned under our directors’ Deferred Plan for the following individuals: Ms. Dukes – 21,514; Mr.
Hough – 11,922; Ms. Mangum – 59,308; Mr. Smith – 5,541; and Mr. Trujillo – 43,742.
|
(2)
|
Based on 14,981,347 shares of our common stock outstanding on March 10, 2023.
|
(3)
|
Based on 1,283,260 shares of our Class A common stock outstanding on March 10, 2023.
|
(4)
|
The Mary E. Haverty Foundation is a charitable organization, for which Mr. Haverty has sole voting power through a revocable proxy granted to him by the
Foundation. Mr. Haverty has no pecuniary interest in the shares of the Foundation and disclaims any beneficial ownership in the Foundation’s shares. The amounts shown reflect 15,000 shares of common stock and 29,017 shares of Class A common
stock, respectively.
|
(5)
|
Mr. Haverty has direct ownership of 84,074 shares of Class A common stock. The beneficial ownership disclosed also includes 65,140 shares of Class A common stock
held by a limited liability company for which Mr. Haverty is the manager and 8,728 shares of Class A common stock held in trust for the benefit of Mr. Haverty’s child, for which he is co-trustee, as to which he disclaims beneficial
ownership.
|
(6)
|
Mr. Smith has direct ownership of 34,300 shares of common stock. The beneficial ownership disclosed includes 29,689 shares of common stock held by Mr. Smith’s
wife, as to which he disclaims beneficial ownership.
|
(7)
|
This amount includes 7,850 shares of common stock held by a Georgia limited partnership in which Mr. Smith is a partner. Mr. Smith disclaims beneficial ownership
of these shares except to the extent of his pecuniary interest in the partnership.
|
(8)
|
Mr. Smith has direct ownership of 112,036 shares of Class A common stock. The beneficial ownership disclosed includes 1,950 shares of Class A common stock held by
Mr. Smith’s wife, as to which he disclaims beneficial ownership.
|
(9)
|
The amount also includes shares held by a partnership. According to a Schedule 13D filed on January 3, 2018, Villa Clare Partners, L.P. holds shared voting and
dispositive power over 603,497 shares of Class A common stock. Mr. Smith is the manager of the Partnership’s general partner, West Wesley Associates, LLC. Mr. Smith disclaims beneficial ownership of these shares except to the extent of his
partnership interest.
|
INFORMATION ABOUT OUR ANNUAL MEETING
|
INFORMATION ABOUT OUR ANNUAL MEETING
|
Proposals
|
Board Voting Recommendation
|
Votes Required
For Approval
|
Abstentions
|
Broker non-votes
|
Election of Directors –
Class A Common Stockholders
Common Stockholders
|
FOR
FOR
|
Plurality of votes cast in person or by proxy – the most affirmative votes
|
No effect
|
No effect
|
Approval of Non-Employee Director Compensation Plan
|
FOR
|
Combined majority of votes cast in person or by proxy
|
No effect
|
No effect
|
Advisory Vote on Executive Compensation
|
FOR
|
Combined majority of votes cast in person or by proxy
|
No effect
|
No effect
|
Ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for 2023
|
FOR
|
Combined majority of votes cast in person or by proxy
|
No effect
|
No effect
Discretionary voting by broker permitted
|
INFORMATION ABOUT OUR ANNUAL MEETING
|
Stockholders Sharing the Same Address
|
Stockholder Proposals for 2024 Meeting
|
Available Information
|
Other Business
|
APPENDICES
|
APPENDIX A — NON-EMPLOYEE DIRECTOR COMPENSATION PLAN
|
Annual Retainer(1)
|
|
All Non-Employee Directors
|
$100,000
|
Supplemental Annual Retainers
|
|
Lead Director
|
$12,000
|
Audit Committee Chair
|
$10,000
|
NC&G Committee
|
$10,000
|
Annual Stock Grant (FMV)
|
|
All Non-Employee Directors
|
$40,000
|
APPENDIX B — GAAP TO NON-GAAP RECONCILIATION
|
Reconciliation of EBITDA
|
(in thousands)
|
Year Ended
December 31, 2022
|
|||
Income before income taxes, as reported(1)
|
$
|
119,501
|
||
Interest income, net(1)
|
(1,618
|
)
|
||
Depreciation(1)
|
16,926
|
|||
EBITDA
|
$
|
134,809
|
(1)
|
These amounts are included in our Form 10-K for the year ended December 31, 2022.
|