DEF 14A of Hooker Furnishings Corp, Apr 30, 2025

DEF 14A of Hooker Furnishings Corp

Filed Apr 30, 2025 · FY20250001185185-25-000372

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS The Company proposes the election of W. Christopher Beeler, Jr., Maria C. Duey, Paulette Garafalo, Christopher L. Henson, Jeremy R. Hoff, Paul A. Huckfeldt, Tonya H. Jackson, and Ellen C. Taaffe to hold office until the next Annual Meeting of Shareholders is held and their successors are elected. Except for Mr. Huckfeldt, all nominees listed were previously elected directors by the shareholders. Mr. Huckfeldt was elected by the Board of Directors effective February 3, 2025. 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 eight directors whose terms expire at the time of the 2025 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.

  2. Board Matrix

    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.

  3. Board Matrix

    | Board Matrix For Directors Proposed for Election | | | | | | | | | | | Beeler | Duey | Garafalo | Henson | Hoff | Huckfeldt | Jackson | Taaffe | | Knowledge, Skills and Experience | | | | | | | | | | Industry Experience | Manufacturing | Home Durables | Fashion/ Apparel/ Retail | Finance | Home Durables | 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 | ● | | | | | | | |

  4. Board Matrix

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

  5. Board Matrix

    W. Christopher Beeler, Jr., 73, 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, 62, 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, 68, has been director since 2017. She served as Executive Chairman of Paul Stuart, a men’s and women’s classic apparel retailer and wholly owned subsidiary of Mitsui Co., Ltd, from 2022 to 2024. 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 gained as CEO of Paul Stuart further broadens her experience and qualifications to serve as a director. Christopher L. Henson, 63, 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 in 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 is 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, 51, 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. In addition, he serves as Vice Chair of both the High Point Market Authority and American Home Furnishings Hall of Fame. 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. Paul A. Huckfeldt, 67, retired on February 2, 2025 having served as the Company’s Senior Vice President - Finance and Accounting since September 2013 and Chief Financial Officer since January 2011. He was elected to our Board effective upon his retirement. Mr. Huckfeldt also served as Vice President – Finance and Accounting from December 2010 to September 2013, Corporate Controller and Chief Accounting Officer from January 2010 to January 2011, Manager of Operations Accounting from March 2006 to December 2009 and led the Company’s Sarbanes-Oxley implementation and subsequent compliance efforts from April 2004 to March 2006. Mr. Huckfeldt has over 40 years of experience in accounting, including over eleven years of experience in various accounting positions with a public, multi-billion-dollar global apparel manufacturer. Mr. Huckfeldt’s 14 years of experience as Chief Financial Officer, his familiarity with the Company’s strategy, operations, board deliberations and personnel, along with relationships with our major shareholders and the investment community, well qualifies him to serve as a director.

  6. Board Matrix

    Tonya H. Jackson, 61, 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, 63, has been a director since July 2015. Ms. Taaffe serves as a member of the Nominating and Corporate Governance, Audit, and Compensation Committees and served as chair of the Nominating and Corporate Governance Committee from 2017 until 2023. Currently she is a Clinical Professor of Management and Organizations at Northwestern University’s Kellogg School of Management since 2016 and a Keynote Speaker, Consultant, and Executive Leadership Coach since 2015. Previously Ms. Taaffe 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 Independent Director, Chair of the Compensation and Human Resources Committee, and a member of the Audit and the Nominating and Governance Committees. In 2018, she joined the board of directors of AARP Services, Inc. (“ASI”), where she serves as Board Chair, past chair of ASI’s Nominating and Governance Committee, and a member of the Compensation and Talent Management and the Health Products Quality Committees. Ms. Taaffe is a Certified Corporate Director with the NACD. 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.

  7. Procedures for Shareholder Recommendations of Director Nominees

    Procedures for Shareholder Recommendations of Director Nominees The Committee will consider a director candidate recommended by a shareholder of record for election at the 2026 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 2, 2026. 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.

  8. Director Compensation

    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 2024-2025 service year. Non-Employee Director Compensation for the 2024-2025 Service Year For the 2024-2025 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 2024. For the 2024-2025 service year, all non-employee directors also received annual grants of restricted stock under the Company’s 2024 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 2024 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:

  9. Director Compensation

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

  10. Director Compensation

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

  11. Director Compensation

    Under the terms of the 2024 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. 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 34. The following table sets forth non-employee director compensation paid in fiscal year 2025 for the calendar 2024-2025 Board service year.

  12. Director Compensation

    | | 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 | | Paul A. Huckfeldt | - | - | - | | Tonya H. Jackson | 65,000 | 70,000 | 135,000 | | Ellen C. Taaffe | 55,000 | 70,000 | 125,000 |

  13. Director Compensation

    | (1) Includes annual retainer fee, committee chair fees and board chair fee paid to each director in June 2024. Mr. Huckfeldt received $18,333 on February 3, 2025 for his service on the Board beginning on that date, covering the period from that date through the 2025 Annual Meeting. |

  14. Director Compensation

    | (2) These amounts are the aggregate grant date fair value of shares of restricted stock awarded to each non-employee director on June 7, 2024 under the Company’s 2024 Stock Incentive Plan. Mr. Huckfeldt was granted 1,920 shares of restricted stock on February 3, 2025 for his service on the Board, covering the period from that date through the 2025 Annual Meeting. 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 2025 Annual Report on Form 10-K. |

  15. Director Compensation

    | (3) As of February 2, 2025 each non-employee director had the following unvested stock awards outstanding. Mr. Huckfeldt was granted 1,920 shares of restricted stock on February 3, 2025 for his service on the Board, covering the period from that date through the 2025 Annual Meeting. For details regarding Mr. Huckfeldt’s unvested stock awards related to his role as a named executive officer, please see the Compensation Discussion and Analysis section beginning on page 19. |

  16. Director Compensation

    | Name | Restricted Stock(#) | | W. Christopher Beeler, Jr. | 4,707 | | Maria C. Duey | 4,707 | | Paulette Garafalo | 4,707 | | Christopher L. Henson | 4,707 | | Paul A. Huckfeldt | - | | Tonya H. Jackson | 4,707 | | Ellen C. Taaffe | 4,707 |

  17. COMPENSATION HIGHLIGHTS for FISCAL 2025

    | Long-term equity-based incentives | Based on Pearl Meyer’s independent analysis in 2024, the Committee rebalanced the allocation of time-based and performance-based awards, assigning equal weighting to each category. The Committee also modified the vesting schedule of the time-based Restricted Stock Units (RSU) to a ratable vesting period over three years to align with market practice. Furthermore, the Committee refined the payout framework for the absolute EPS component of the PSU by introducing interpolation between three discrete performance levels, a change designed to mitigate excessive risk-taking while aligning with industry practice. In addition, the Committee replaced the relative EPS metric with relative Total Shareholder Return (TSR) to enhance alignment with shareholder interests and facilitate benchmarking against peer comparators. |

  18. Executive Compensation Policies and Practices

    | What we do | | What we don’t do | | | ✓ | Rigorous goal setting for annual and long-term performance-based compensation | û | No excessive perquisites | | ✓ | Pay for performance | ✗ | No income tax gross ups | | ✓ | Anti-hedging/pledging policy | ✗ | No discretionary bonuses | | ✓ | Claw-back policy | ✗ | No adjustments to pre-established bonus targets after Board approval | | ✓ | Assessment of compensation risk annually | ✗ | Time the disclosure of material nonpublic information to affect the value of equity award grants | | ✓ | Engagement with shareholders | ✗ | Dilute shareholder value by issuing excessive equity awards | | ✓ | Dual trigger CIC for performance grants and Restricted Stock Unit Awards | ✗ | No evergreen provision in our equity plan | | ✓ | Executive Stock Ownership Guidelines | | | | ✓ | Multi-year vesting requirements for equity compensation awards | | | | ✓ | Provide 100% of long-term incentives in the form of equity | | | | ✓ | Maintain a fully independent Compensation Committee | | | | ✓ | Formal policy for equity award timing | | | | ✓ | Retain an independent compensation consultant | | |

  19. Compensation Program

    | ■ | Base salary. Base salaries are typically set for each calendar year and the annual cash incentive is set for each fiscal year. The Compensation Committee sets base salaries for each executive position based on a number of factors, including competitive market data, executive responsibilities, individual performance and the Committee members’ business judgment. |

  20. Compensation Program

    | ■ | Short-term incentives. The annual cash incentive is determined based on the Company’s financial performance during the current fiscal year. The Compensation Committee sets 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. |

  21. Compensation Program

    | ■ | 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 28. |

  22. Process for Determining Executive Compensation

    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 has engaged Pearl Meyer since 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 at the time of selection; 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:

  23. Process for Determining Executive Compensation

    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 2025. 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. Before fiscal 2025, the vesting conditions for our performance grants were based on absolute EPS growth and relative EPS growth. Based on Pearl Meyer’s analysis in April 2024, the Committee elected to replace relative EPS growth with total shareholder return relative to our compensation peer group as one of the vesting conditions for the performance grants awarded in fiscal 2025. This adjustment (i) better aligns the interests of plan participants with those of shareholders, (ii) provides a straightforward, readily accessible calculation, and (iii) ensures a more meaningful comparison against our peer group members. 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. 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.

  24. Executive Compensation Decisions for Fiscal Year 2025

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

  25. Executive Compensation Decisions for Fiscal Year 2025

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

  26. Executive Compensation Decisions for Fiscal Year 2025

    | Executive Officer | Base Salary | Annual Incentive at Target | Long-term Incentive at Target | | Jeremy R. Hoff | $680,000 | $680,000 | $1,054,000 | | Paul A. Huckfeldt | 415,000 | 249,000 | 249,000 | | Anne J. Smith | 375,000 | 225,000 | 225,000 | | Tod R. Phelps | 330,000 | 198,000 | 198,000 |

  27. Executive Compensation Decisions for Fiscal Year 2025

    Base Salary Based on Pearl Meyer’s independent analysis of the Company’s named executive officers’ compensation in 2024, the Committee authorized base salary increases of 13%, 11% and 10% to Messrs. Hoff, Huckfeldt, and Phelps, respectively, and a 14% increase to Ms. Smith, effective as of January 1, 2024. 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 objective performance metrics. For fiscal 2025, the Committee revised the performance metrics to include revenue (weighted at 30%) and operating income (weighted at 70%) to better align with the Company’s business strategy, better reflect the results of management decision-making and provide a more effective tool for measuring senior management performance over the course of a fiscal year. Based on the Committee’s decision making for the 2025 fiscal year, each named executive officer had the opportunity to earn a payment, expressed as a percentage of their calendar year 2024 base salary, if the Company achieved certain consolidated net sales and consolidated operating income targets. The award opportunities for each executive were as follows (expressed as a percentage of 2024 calendar year base salary):

  28. Executive Compensation Decisions for Fiscal Year 2025

    | | Payout (% of base salary) | | | | Executive Officer | Threshold | Target | Maximum | | Jeremy R. Hoff | 30% | 100% | 200% | | Paul A. Huckfeldt | 18% | 60% | 120% | | Anne J. Smith | 18% | 60% | 120% | | Tod R. Phelps | 18% | 60% | 120% |

  29. Executive Compensation Decisions for Fiscal Year 2025

    As shown in the table above, for Mr. Hoff, performance at the threshold level earns a payout of 30% of target and performance at maximum earns a payout of 200% of target. For the other named executive officers, performance at the threshold level earns a payout of 18% and performance at maximum earns a payout of 120% of their 2024 base salary. 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 sales or operating income does not meet the target, the named executive officers would receive a reduced payment or no payment, but if consolidated net sales or operating income exceeded the target, incentive payments would increase at a rate greater than the increase in these financial metrics. This was designed to recognize exemplary consolidated net sales and operating income achievement. Target payouts for each named executive officer were established based on a number of factors including:

  30. Executive Compensation Decisions for Fiscal Year 2025

    The bonus opportunity was capped at maximum if the Company reached 115% or more of its consolidated net sales target and 130% of its consolidated operating income target for fiscal year 2025 and in no event would an incentive payment be earned if less than 85% of the target net sales and 70% of target operating income were attained. For performance levels falling between the specified percentages, the incentive payout is interpolated between the discrete performance goals. Achieving consolidated net sales at or above 115% of target and operating income at or above 130% of target were believed to be realizable goals, but only with exceptional performance while threshold performance levels for consolidated net sales and operating income were believed to be achievable. The net sales target for the 2025 fiscal year was set at $515.4 million and the operating income target was set at $22.3 million, both on a consolidated basis. The targets had previously been approved by the Board in consultation with management, 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 targets were appropriate to motivate and appropriately reward executive officers to attain the desired level of performance for fiscal 2025. The actual performance goals as approved by the Committee for the 2025 fiscal year are shown in in the table below:

  31. Executive Compensation Decisions for Fiscal Year 2025

    | | Measure | Fiscal 2025 Annual Incentive Performance Goals | | | | Performance Measure | Weight | Threshold | Target | Maximum | | Consolidated Net Sales | 30% | $438.1 million | $515.4 million | $592.7 million | | Consolidated Operating Income | 70% | $15.6 million | $22.3 million | $29.0 million |

  32. Executive Compensation Decisions for Fiscal Year 2025

    The Company did not achieve the threshold level of its fiscal year 2025 consolidated net sales or operating income targets. As a result, no named executive officer received the annual cash incentive.

  33. Executive Compensation Decisions for Fiscal Year 2025

    | Executive Officer | Fiscal 2025 Annual Cash Incentive Earned | | Jeremy R. Hoff | $- | | Paul A. Huckfeldt | - | | Anne J. Smith | - | | Tod R. Phelps | - |

  34. Executive Compensation Decisions for Fiscal Year 2025

    Long-Term Incentives During fiscal 2025, 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 2024 for the performance period beginning in fiscal year 2025 through fiscal year 2027. 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). The PSUs vest based on the Company’s attainment of pre-established financial goals related to the sum of two amounts, (1) the Company’s absolute EPS compound annual growth and (2) the Company’s relative total shareholder return measured against the Company’s compensation peer group, both measured over a three-year performance period that began January 29, 2024 and ends January 31, 2027, as approved by the Committee. The payout or settlement of the PSUs shall be made in shares of the Company’s common stock. Dividends declared on the shares underlying unvested PSUs accumulate in cash and are paid out only upon vesting of the applicable PSU and to the extent that the PSUs are earned on the basis of our performance. The PSUs do not convey any voting rights to the executive officer. The Committee selected EPS and TSR as the measures for the performance targets because EPS and TSR 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 simple, well-defined performance measures for these awards reduces the risk of manipulating those measures for short-term gain and reduces the risk of unintended consequences that could result from paying bonuses based on factors which could misalign shareholder and management objectives. The amounts set forth in the table below are 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.

  35. Executive Compensation Decisions for Fiscal Year 2025

    | | Payout in Shares of Company Stock Based on EPS Growth (%) for Performance Period | | | | | Threshold | Target | Maximum | | Executive Officer | 5% | 10% | 25% | | Jeremy R. Hoff | 3,631 | 12,104 | 24,208 | | Paul A. Huckfeldt | 858 | 2,860 | 5,719 | | Anne J. Smith | 775 | 2,584 | 5,168 | | Tod R. Phelps | 682 | 2,274 | 4,548 |

  36. Executive Compensation Decisions for Fiscal Year 2025

    | | Payout in Shares of Company Stock Based on Relative TSR Growth for Performance Period | | | | | Threshold | Target | Maximum | | Executive Officer | 25% | 50% | 75% | | Jeremy R. Hoff | 3,631 | 12,104 | 24,208 | | Paul A. Huckfeldt | 858 | 2,860 | 5,719 | | Anne J. Smith | 775 | 2,584 | 5,168 | | Tod R. Phelps | 682 | 2,274 | 4,548 |

  37. Executive Compensation Decisions for Fiscal Year 2025

    | | 3-year Total Shareholder Return Performance Requirements | | | | | Threshold | Target | Maximum | | 3-Year Relative TSR Performance Requirements | 25th Percentile | 50th Percentile | 75th Percentile | | Payout (% of target) | 30% | 100% | 200% |

  38. Executive Compensation Decisions for Fiscal Year 2025

    Additionally, payouts are capped at 100% of target for any 3-year Total Shareholder Return cycle in which the Company’s TSR is negative. Restricted Stock Units The Committee also awarded to each named executive officer RSUs, one-third of which will vest on each of April 9, 2025, April 9, 2026 and April 9, 2027, subject to the named executive officer’s continuous employment with the Company through the applicable vesting date (except in limited circumstances). The vested RSUs 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. Dividends declared on the shares underlying unvested RSU awards accumulate in cash and are paid out only upon vesting of the applicable RSUs. The number of RSUs awarded to each executive officer is set forth in the table below:

  39. Executive Compensation Decisions for Fiscal Year 2025

    | Executive Officer | Number of RSUs | | Jeremy R. Hoff | 24,208 | | Paul A. Huckfeldt | 5,719 | | Anne J. Smith | 5,168 | | Tod R. Phelps | 4,548 |

  40. Executive Compensation Decisions for Fiscal Year 2025

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

  41. Executive Compensation Decisions for Fiscal Year 2025

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

  42. Executive Compensation Decisions for Fiscal Year 2025

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

  43. Executive Compensation Decisions for Fiscal Year 2025

    | ■ | the service-based vesting of restricted stock units promotes long-term retention, helps to mitigate inappropriate short-term risk taking and helps to align management and shareholder interests; |

  44. Executive Compensation Decisions for Fiscal Year 2025

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

  45. Executive Compensation Decisions for Fiscal Year 2025

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

  46. Executive Compensation Decisions for Fiscal Year 2025

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

  47. Executive Compensation Decisions for Fiscal Year 2026

    Executive Compensation Decisions for Fiscal Year 2026 On February 20, 2025, the Company entered into new employment agreements with Mr. Hoff and Ms. Smith. The agreements contain a description of expected duties, base salary, benefits, short- and long-term incentives and severance in the event of termination without cause or for good reason or in the event of termination without cause or for good reason within one year of a qualifying change in control. The agreements also contain restrictive covenants which specify confidentiality, non-solicitation, non-competition and non-disparagement during and after employment with the Company. The new employment agreements encompass the entire understanding between the parties and supersede all prior agreements.

  48. Summary Compensation Table

    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.

  49. Summary Compensation Table

    | Name and Principal Position | Year | Salary | Stock Awards | Change in Pension Value and Non- Qualified Deferred Compensation Earnings | All Other Compensation | Total | | | | ($)(1) | ($)(2) | ($)(3) | ($)(4) | ($) | | Jeremy R. Hoff, | 2025 | 680,000 | 930,648 | - | 14,006 | 1,624,654 | | CEO and Director | 2024 | 600,000 | 600,000 | - | 15,181 | 1,215,181 | | | 2023 | 575,000 | 600,000 | - | 11,994 | 1,186,994 | | Paul A. Huckfeldt, | 2025 | 415,000 | 219,860 | 96,838 | 14,439 | 746,137 | | CFO and Sr. VP | 2024 | 375,000 | 225,000 | - | 13,681 | 613,681 | | Fin. and Acctg. | 2023 | 362,500 | 225,000 | - | 11,556 | 599,056 | | Anne J. Smith, CAO, | 2025 | 375,000 | 198,673 | 61,810 | 14,406 | 649,889 | | Sr. VP Administration, | 2024 | 330,000 | 198,000 | 54,633 | 13,706 | 596,339 | | President-Domestic Upholstery | 2023 | 325,000 | 198,000 | - | 11,406 | 534,406 | | Tod R. Phelps, | 2025 | 208,962 | 174,836 | - | 338,137 | 721,935 | | Chief Information Officer and | 2024 | 300,000 | 180,000 | - | 12,506 | 492,506 | | Sr. VP - Operations | 2023 | 291,667 | 180,000 | - | 10,797 | 482,464 |

  50. Summary Compensation Table

    | (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. |

  51. Summary Compensation Table

    | (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 2025. 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 TSR performance in the 50th 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 February 2, 2025 (the “2025 Form 10-K”), as filed with the SEC. |

  52. Summary Compensation Table

    | Name | PSU Grant Date Fair Value at Maximum Level of Performance ($) | | Jeremy R. Hoff | 807,280 | | Paul A. Huckfeldt | 190,714 | | Anne J. Smith | 172,332 | | Tod R. Phelps | 151,652 |

  53. Summary Compensation Table

    | (3) 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 2025, the change in pension value was $96,838 for Mr. Huckfeldt and $61,810 for Ms. Smith. 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. Messrs. Hoff and Phelps do not participate in the SRIP. |

  54. Summary Compensation Table

    | (4) All Other Compensation for fiscal year 2025 includes amounts reimbursed for disability income insurance premiums and matching contributions to the Company’s 401(k) plan. |

  55. Summary Compensation Table

    | Name | Disability Income Insurance Premium Reimbursement | 401(k) Match | Severance | Total | | Jeremy R. Hoff | $506 | $13,500 | $- | $14,006 | | Paul A. Huckfeldt | 506 | 13,933 | - | 14,439 | | Anne J. Smith | 506 | 13,900 | - | 14,406 | | Tod R. Phelps (a) | 337 | 7,800 | 330,000 | 338,137 |

  56. Summary Compensation Table

    | (a) Mr. Phelps separated from the Company on September 4, 2024. The amount shown in the “Severance” column represents cash severance paid to him in connection with his separation. |

  57. Pay versus Performance

    Pay versus Performance The following table shows the past five 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”), the peer group’s total shareholder return over the same period, the Company’s net income, and the Company’s EPS as the company-selected performance measure. Fiscal Year 2025 Pay versus Performance Table

  58. Pay versus Performance

    | 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 | | | ($) | ($) | ($) | ($) | ($) | ($) | ($, in thousands) | ($) | | 2025 | 1,624,654 | 57,920 | 705,987 | 97,258 | 63.19 | 109.27 | (12,507) | (1.19) | | 2024 | 1,215,181 | 1,444,583 | 567,507 | 617,865 | 117.75 | 102.30 | 9,865 | 0.91 | | 2023 | 1,186,994 | 1,067,309 | 538,642 | 462,562 | 92.52 | 95.20 | (4,312) | (0.37) | | 2022 | 798,169 | 406,825 | 577,484 | 244,027 | 90.30 | 119.43 | 11,718 | 0.97 | | 2021 | 923,559 | 463,541 | 534,790 | 585,697 | 126.19 | 123.64 | (10,426) | (0.88) |

  59. Pay versus Performance

    | (1) The principal executive officers and other named executive officers for fiscal years 2021 - 2025 are the following: |

  60. Pay versus Performance

    | Year | CEO | Other NEOs | | 2025 | Jeremy R. Hoff | Paul A. Huckfeldt, Anne J. Smith, Tod R. Phelps | | 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 |

  61. Pay versus Performance

    | (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: |

  62. Pay versus Performance

    | 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 | | | | ($) | ($) | ($) | ($) | ($) | ($) | | 2025 | CEO | 1,624,654 | - | - | (930,648) | (636,086) | 57,920 | | | Other NEOs | 705,987 | (52,883) | 16,320 | (197,800) | (374,366) | 97,258 |

  63. Pay versus Performance

    | (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 appliable year. In fiscal year 2025, the change in pension value was $96,838 for Mr. Huckfeldt and $61,810 for Ms. Smith. |

  64. Pay versus Performance

    | (b) The amounts deducted or added in calculating the pension value adjustments are as follows: |

  65. Pay versus Performance

    | Year | Executives | Service Cost (i) | Prior Service Cost (ii) | Total Pension Value Adjustment | | | | ($) | ($) | ($) | | 2025 | CEO | - | - | - | | | Other NEOs | 16,320 | - | 16,320 |

  66. Pay versus Performance

    | (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. |

  67. Pay versus Performance

    | (d) The amounts deducted or added in calculating the equity award adjustments are as follows: |

  68. Pay versus Performance

    | 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 | | | | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | 2025 | CEO | 446,391 | (531,002) | - | (8,891) | (542,584) | - | (636,086) | | | Other NEOs | 35,392 | (105,156) | 14,585 | (57,478) | (261,709) | | (374,366) |

  69. Pay versus Performance

    | (3) Total shareholder return (TSR) is determined based on the value of an initial fixed investment of $100 at the beginning of the 2021 fiscal year. The peer group TSR prepared by Zacks Investment Research, Inc. represents cumulative, weighted TSR of the 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 2025 Form 10-K, as filed with the SEC. |

  70. Pay versus Performance

    Relationship of Pay and Performance Measures CAP versus the Company’s TSR and peer group’s TSR CAP versus Net Income CAP versus Company-selected Measure (EPS) Company Financial Performance Measures The items listed below represent the most important metrics used to determine CAP for fiscal year 2025 as further described in the Compensation Discussion and Analysis on page 19.

  71. Pay versus Performance

    | Most Important Performance Measures | | Consolidated net sales | | Consolidated operating income | | Earnings per share (“EPS”) | | Total shareholder return (“TSR”) |

  72. Pay Ratio Disclosure

    Pay Ratio Disclosure In accordance with Item 402(u) of Regulation S-K, promulgated by the Dodd-Frank Wall Street Reform Act and Consumer Protection Act of 2010, the Company determined the ratio of the annual total compensation of Mr. Hoff, the Chief Executive Officer and Director, relative to the annual total compensation of our median employee. To identify the median compensated employee, the Company selected a new median employee using 2024 W-2 wages for its U.S. employees or its equivalent for non-US employees. It identified its median employee from its employee population as of February 2, 2025, the last day of its fiscal year 2025. The Company then determined total compensation for the median employee in the same manner as the “Total Compensation” column shown for Mr. Hoff in the Summary Compensation Table on page 34. Pay elements that were included to determine total annual compensation for the median employee were, if applicable:

  73. Pay Ratio Disclosure

    | ● | Base salary, including overtime, vacation and holiday pay; |

  74. Pay Ratio Disclosure

    | ● | Annual cash incentive; and |

  75. Pay Ratio Disclosure

    | ● | 401(k) matching contribution. |

  76. Pay Ratio Disclosure

    The Company then determined that the 2025 fiscal year annual total compensation of the median employee was $45,724. Mr. Hoff’s annual total compensation for the same period was $1,624,654 and the ratio of these amounts was 1-to-36. As of the end of fiscal 2025, the Company’s total employee population consisted of 1,034 employees, of which 895 were located in the United States and 139 were located in Asia. The Company believes this pay ratio is a reasonable estimate and is calculated in a manner consistent with the SEC guidance based on the payroll and employment records and the methodology described above.

  77. Grants of Plan-Based Awards

    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 2024 Stock Incentive Plan during fiscal 2025:

  78. Grants of Plan-Based Awards

    | | | | | Estimated Future Payouts Under Non- Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | All Other Stock Awards: | Grant Date | | Name | Award Type | Grant Date | Committee Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Number of Units (#) (3) | Fair Value Stock Awards ($) | | Jeremy R. Hoff | Annual Cash Incentive | | | $204,000 | $680,000 | $1,360,000 | | | | | | | | Performance Grant | 6/4/2024 | 4/9/2024 | | | | 7,244 | 24,208 | 48,416 | | $403,648(4) | | | RSU Grant | 4/9/2024 | | | | | | | | 24,208 | 527,000(5) | | Paul A. Huckfeldt | Annual Cash Incentive | | | 74,700 | 249,000 | 498,000 | | | | | | | | Performance Grant | 6/4/2024 | 4/9/2024 | | | | 1,716 | 5,720 | 11,438 | | 95,360(4) | | | RSU Grant | 4/9/2024 | | | | | | | | 5,719 | 124,500(5) | | Anne J.Smith | Annual Cash Incentive | | | 67,500 | 225,000 | 450,000 | | | | | | | | Performance Grant | 6/4/2024 | 4/9/2024 | | | | 1,550 | 5,168 | 10,336 | | 86,173(4) | | | RSU Grant | 4/9/2024 | | | | | | | | 5,168 | 112,500(5) | | Tod R. Phelps | Annual Cash Incentive | | | 59,400 | 198,000 | 396,000 | | | | | | | | Performance Grant | 6/4/2024 | 4/9/2024 | | | | 1,364 | 4,548 | 9,096 | | 75,836(4) | | | RSU Grant | 4/9/2024 | | | | | | | | 4,548 | 99,000(5) |

  79. Grants of Plan-Based Awards

    | (1) Represents the estimated payouts under the annual cash incentive program for the 2025 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 executive officers for fiscal 2025, refer to the Compensation Discussion and Analysis which begins on page 19, including Annual Cash Incentive on page 26 and the Summary Compensation table on page 34. |

  80. Grants of Plan-Based Awards

    | (2) Represents the estimated future payouts under the performance grants awarded to the named executive officers in fiscal 2025. For additional discussion regarding these performance grants, refer to Compensation Discussion and Analysis, which begins on page 19, including Long-Term Performance Incentive on page 28 and the Summary Compensation Table on page 34. |

  81. Grants of Plan-Based Awards

    | (3) This is the number of service-based RSUs granted to the named executive officer. Historically, 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 9, 2027. The fiscal 2025 RSU grant vests ratably by entitling the executive officer to receive one third of the grant if he or she remains continuously employed with the Company through the end of each service period that ends on April 9, 2025, April 9, 2026 and April 9, 2027, respectively. 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. Dividends declared on unvested RSUs awards granted in fiscal 2025 and after, accumulate in cash and are paid out only upon vesting of the underlying shares. |

  82. Grants of Plan-Based Awards

    | (4) Represents the three-year performance grants that were awarded to the named executive officers in fiscal 2025. The three-year performance grants shown were computed, assuming that the probable level of performance would be achieved (10% EPS compound growth and relative TSR at the 50th percentile for the performance period) and excluded the impact of estimated forfeitures related to service-based vesting conditions. The Committee approved the performance grants on April 9, 2024, subject to shareholder approval of the Company’s 2024 Stock Plan, which occurred on June 4, 2024. Accordingly, the grant date fair value of the performance grants is determined as of June 4, 2024. Dividends declared on unvested PSUs awards granted in fiscal 2025 and after, accumulate in cash and are paid out only upon vesting of the underlying shares. |

  83. Grants of Plan-Based Awards

    | (5) The fair value of each RSU is based on the market price of the Company’s common stock on the grant date April 9, 2024. For more information concerning the calculation of grant fair values, refer to note 15 of the Company’s consolidated financial statements included in the Company’s 2025 Form 10-K. |

  84. Outstanding Equity Awards at Fiscal Year-End

    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 2025. There were no stock options outstanding as of the end of fiscal 2025.

  85. Outstanding Equity Awards at Fiscal Year-End

    | 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 | 4/11/2022 (1) | | | | | | | 4/11/2022 (2) | 11,172 | 142,220 | | | | | 4/10/2023 (1) | | | 21,142 | 269,138 | | | 4/10/2023 (2) | 10,892 | 138,655 | | | | | 6/4/2024 (1) | | | 15,735 | 200,309 | | | 4/9/2024 (2) | 24,208 | 308,168 | | | | Paul A. Huckfeldt | 4/11/2022 (1) | | | | | | | 4/11/2022 (2) | | | | | | | 4/10/2023 (1) | | | 6,407 | 81,561 | | | 4/10/2023 (2) | | | | | | | 6/4/2024 (1) | | | 1,239 | 15,771 | | | 4/9/2024 (2) | | | | | | Anne J. Smith | 4/11/2022 (1) | | | | | | | 4/11/2022 (2) | 2,169 | 27,611 | | | | | 4/10/2023 (1) | | | 8,458 | 107,670 | | | 4/10/2023 (2) | 2,114 | 26,911 | | | | | 6/4/2024 (1) | | | 3,359 | 42,763 | | | 4/9/2024 (2) | 5,168 | 65,789 | | | | Tod R. Phelps | 4/11/2022 (1) | | | | | | | 4/11/2022 (2) | | | | | | | 4/10/2023 (1) | | | | | | | 4/10/2023 (2) | | | | | | | 6/4/2024 (1) | | | | | | | 4/9/2024 (2) | | | | |

  86. Outstanding Equity Awards at Fiscal Year-End

    | (1) Performance grant awards outstanding as of February 2, 2025. Performance metrics for the grants awarded on April 11, 2022 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. For the June 4, 2024 grants, the performance conditions are derived from the Company’s absolute EPS compound growth and the relative TSR performance over a three-year performance period as shown in the following table. For the April 10, 2023 and April 11, 2022 grants, the performance conditions are 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 number of performance units shown for Mr. Huckfeldt is a percentage of the total number of performance units granted to him, which were pro-rated for the service period that ended upon his retirement on February 2, 2025. Such pro-rated performance units shall remain eligible for payment following the end of the applicable performance period based on the level of achievement of the applicable performance metrics, as if Mr. Huckfeldt had been continuously employed through the payment date. No amounts are shown for Mr. Phelps as his performance grants were forfeited upon his separation from the Company on September 4, 2024. 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 19. |

  87. Outstanding Equity Awards at Fiscal Year-End

    | PSU Grant Date | Performance Period | | 4/11/2022 | January 31, 2022 - February 2, 2025 | | 4/10/2023 | January 30, 2023 - February 1, 2026 | | 6/4/2024 | January 29, 2024 - January 31, 2027 |

  88. Outstanding Equity Awards at Fiscal Year-End

    | (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 February 2, 2025. Historically, 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. The fiscal 2025 RSU grant vests ratably by entitling the executive officer to receive one third of the grant if he or she remains continuously employed with the Company through the end of each service period that ends April 9, 2025, April 9, 2026 and April 9, 2027, respectively. 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. No amounts are shown for Mr. Huckfeldt because he vested in a pro-rated portion of his outstanding RSUs for the service period that ended upon his retirement on February 2, 2025, and forfeited the unvested portion. No amounts are shown for Mr. Phelps as he was entitled to and received a pro-rated portion of his outstanding RSUs for the service period that ended upon his separation from the Company on September 4, 2024, and forfeited the unvested portion. |

  89. Outstanding Equity Awards at Fiscal Year-End

    | RSU Grant Date | Service Period | | 4/11/2022 | April 11, 2022 - April 11, 2025 | | 4/10/2023 | April 10, 2023 - April 10, 2026 | | 4/9/2024 | April 9, 2024 - April 9, 2027 |

  90. Outstanding Equity Awards at Fiscal Year-End

    | (3) Performance metrics were not met for the 2023 fiscal year performance grant awards (granted on April 11, 2022) as of the end of the 2025 fiscal year, which was the end of the award’s three-year performance period. Consequently, no amount was outstanding at the end of the 2025 fiscal year. The 2024 performance grants shown are based on the level of performance achieved at target levels at the end of fiscal 2025. The 2025 PSU grant was measured at the threshold level for the EPS growth goal and at target for the TSR goal, based on the forecast at the end of fiscal 2025. 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 2024 and 2025 performance grant awards will be determined based on actual performance through 2025 and 2026, respectively, and not on any interim measure of performance. |

  91. Option Exercised and Stock Vested Table

    Option Exercised and Stock Vested Table The following table sets forth information concerning equity awards vested during fiscal 2025:

  92. Option Exercised and Stock Vested Table

    | Name | Award Type | Grant Date | Number of Shares Earned upon Vesting | Value Realized on Vesting ($) | | Jeremy R. Hoff | RSU Grant | 4/8/2024 | 3,024 | $66,770 | | Paul A. Huckfeldt | RSU Grant | 4/8/2024 | 2,742 | 60,543 | | | RSU Grant | 2/2/2025 (1) | 5,385 | 68,551 | | Anne J. Smith | RSU Grant | 4/8/2024 | 2,446 | 54,008 | | Tod R. Phelps | RSU Grant | 4/8/2024 | 1,344 | 29,676 | | | RSU Grant | 9/4/2024 (2) | 7,046 | 109,354 |

  93. Option Exercised and Stock Vested Table

    | (1) Mr. Huckfeldt vested on his retirement date in pro-rata portions of the RSUs granted to him on April 11, 2022, April 10, 2023, and April 9, 2024. In settlement of these vested RSUs, Mr. Huckfeldt will receive 2,327 shares on April 11, 2025, 1,469 shares on April 10, 2026, and 1,589 shares on April 9, 2027. On the vesting date, these shares had a value of $68,551. Mr. Huckfeldt will not realize any value in connection with these shares until they are actually transferred to him. |

  94. Option Exercised and Stock Vested Table

    | (2) Mr. Phelps vested, on a pro-rata basis, in 7,046 RSUs vested in connection with his separation. |

  95. Pension Benefits

    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”). Mr. Hoff does not participate in the SRIP:

  96. Pension Benefits

    | Name | Plan Name | Plan Years of Service | Present Value of Accumulated Benefit($)(1) | | Paul A. Huckfeldt | SRIP | 19 | 893,372 | | Anne J. Smith | SRIP | 17 | 658,600 |

  97. Pension Benefits

    | (1) Assumes a discount rate of 5.30%, based on the Moody’s Composite Bond Rate as of January 31, 2025 (rounded to the nearest 5 basis points). |

  98. Pension Benefits

    The SRIP provides a monthly supplemental retirement benefit equal to a specified percentage of the executive’s final average monthly compensation (25% for both Mr. Huckfeldt and Ms. Smith), payable for a 15-year period following the executive’s termination of employment. Final average monthly compensation means the average monthly base salary and any annual incentive awards paid to the executive during the five-year period before their termination of employment with the Company. An executive becomes vested in 75% of the monthly supplemental benefit if the executive remains continuously employed with the Company until reaching age 60 and is vested in additional 5% increments for each subsequent year that the executive remains continuously employed with the Company. Executives who remain continuously employed to age 65 become fully vested in their monthly supplemental benefit. The monthly retirement benefit for each participant in the plan, regardless of age, will become fully vested and the present value of all plan benefits will be paid to participants in a lump sum upon a change in control of the Company (as discussed under Potential Payments upon Termination or Change in Control, below). Additional information regarding the SRIP can be found under Executive Compensation beginning on page 19.

  99. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control Supplemental Retirement Income Plan Upon a change in control of the Company, each SRIP participant, regardless of age, will become fully vested and receive the present value of their entire plan benefit in a lump sum payment. A “change in control” includes, subject to certain exceptions:

  100. Potential Payments upon Termination or Change in Control

    | ● | acquisition, other than from the Company, of more than 50% of the outstanding shares or the combined voting power, of the Company’s Common Stock; or |

  101. Potential Payments upon Termination or Change in Control

    | ● | a majority of members of the Board are replaced during a twelve-consecutive-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board before the date of the appointment or election. |

  102. Potential Payments upon Termination or Change in Control

    The benefits payable under the SRIP are described further under Pension Benefits above. The following table provides the estimated lump sum payment each participating named executive officer would have received under the SRIP if a change in control had occurred on the last day of fiscal 2025.

  103. Potential Payments upon Termination or Change in Control

    | Name | Change in Control – SRIP (1) | | Paul A. Huckfeldt (2) | - | | Anne J. Smith | $742,779 |

  104. Potential Payments upon Termination or Change in Control

    | (1) Calculated based on historical average salary and bonus amounts for the five-year period ended January 31, 2025, and assuming a discount rate equal to 120% of the short-term (5.14%), mid-term (5.04%) or long-term (5.38%) applicable federal rate for the month of January 2025 depending on the number of years remaining to the participant’s retirement at age 65. |

  105. Potential Payments upon Termination or Change in Control

    | (2) Mr. Huckfeldt retired on February 2, 2025, the last business day of the fiscal year 2025. Accordingly, we have not included any hypothetical change in control benefits for him in this table. |

  106. Potential Payments upon Termination or Change in Control

    If a SRIP participant were to die while employed by the Company and before payment of their vested benefit begins, their beneficiary will receive a death benefit equal to the participant’s vested benefit, which would be paid in 180 equal monthly payments. Performance Grants Outstanding performance grants awarded to the named executive officers provide for a lump sum cash payment to the executive officer if the Company undergoes a “change of control.” The payment would be made on the date of the change of control and would assume that the named executive officer remained continuously employed through the end of the applicable performance period and that the specified target levels defined in the grant agreement had been attained for the applicable performance period. A change of control includes, subject to certain exceptions:

  107. Potential Payments upon Termination or Change in Control

    | ■ | acquisition, other than from the Company, of more than 50% of the combined voting power of the Company’s Common Stock; or |

  108. Potential Payments upon Termination or Change in Control

    | ■ | a majority of the members of the Board are replaced during a twelve-consecutive-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board before the date of the appointment or election; and |

  109. Potential Payments upon Termination or Change in Control

    on or after the occurrence of the change of control, the participant’s employment is terminated involuntarily or constructively terminated without cause. For grants under the 2024 Stock Incentive Plan, the Compensation Committee (or, with respect to director awards, the Board) is permitted to provide for vesting of awards to eligible employees in connection with a change in control of the Company if there is also a termination of employment in connection with the change in control. This is often referred to as “double trigger” vesting. For these purposes, a termination is considered to be in connection with a change of control if it occurs upon or within two years after the change in control and is for one of the following two reasons: (i) an involuntary termination by the Company without “cause” or (ii) a “constructive termination” by the participant. The terms “cause” and “constructive termination” are defined in the applicable award agreements. In addition, the Committee may provide for the assumption or substitution of awards by a surviving corporation. Awards to non-employee directors may fully vest upon a change in control. The performance grants also provide for a pro-rated lump sum payment to be made in connection with the death, disability or retirement (as defined in the 2024 Stock Incentive Plan) of the named executive officer. The payment would be made upon the completion of the applicable performance period based on the performance levels actually achieved for the applicable performance period. The following table provides the estimated aggregate payments to which each named executive officer would have been entitled under his respective performance grants if a change of control, or the executive’s death, disability or retirement, had occurred on the last day of fiscal 2025 (subject to certain assumptions, as specified below).

  110. Potential Payments upon Termination or Change in Control

    | | Payout under Performance Grants ($)(1) | | | Name | Change of Control | Death, Disability or Retirement | | Jeremy R. Hoff | $665,859 | $353,599 | | Paul A. Huckfeldt (2) | 141,255 | 86,998 | | Anne J. Smith | 216,010 | 124,679 | | Tod R. Phelps (3) | - | - |

  111. Potential Payments upon Termination or Change in Control

    | (1) These amounts include the amounts payable under three-year performance grants awarded April 10, 2023 and June 4, 2024 which are described in the Outstanding Equity Awards at Fiscal Year-End table on page 41. Performance metrics were not met for the grants awarded on April 11, 2022 and are therefore not included in the amounts shown above. The 2024 performance grants shown are based on the level of performance achieved at target levels at the end of fiscal 2025. The 2025 PSU grant was measured at the threshold level for the EPS growth goal and at target for the TSR goal, based on the forecast at the end of fiscal 2025. The payout amounts in connection with an executive’s death, disability or retirement assume that the probable level of performance is achieved for the applicable performance periods. |

  112. Potential Payments upon Termination or Change in Control

    | (2) The amounts shown for Mr. Huckfeldt are pro-rated for the service period that ended upon his retirement on February 2, 2025. |

  113. Potential Payments upon Termination or Change in Control

    | (3) No amounts are shown for Mr. Phelps as his performance grants were forfeited upon his separation from the Company on September 4, 2024. |

  114. Potential Payments upon Termination or Change in Control

    Restricted Stock Units The Compensation Committee may provide that outstanding restricted stock units (RSUs) awarded to the named executive officers will vest earlier upon certain terminations of employment following a change of control and may also be eligible for earlier pro rata vesting in connection with a termination of employment on account of death, disability, or retirement (as defined in the 2024 Stock Incentive Plan). A “change of control” of the Company for purposes of the RSUs has the same meaning as for the performance grants described above. The RSU payment would be a lump sum paid on the date of the change of control or as soon as administratively practicable after the vesting date upon the executive’s death, disability, or retirement. Any RSUs that vest upon retirement shall not be paid until the final vesting date (the third anniversary of the date of grant for RSUs granted in fiscal 2025 and after). The following table provides an estimate of the aggregate payments that each named executive officer would have received under the executive’s RSUs if a change of control, or the executive’s death, disability or retirement, had occurred on the last day of fiscal 2025.

  115. Potential Payments upon Termination or Change in Control

    | | Payout under Restricted Stock Units Upon ($)(1) | | | Name | Change of Control | Death, Disability or Retirement | | Jeremy R. Hoff | $589,043 | $335,427 | | Paul A. Huckfeldt (2) | 68,551 | 48,640 | | Anne J. Smith | 120,311 | 67,083 | | Tod R. Phelps (2) | - | - |

  116. Potential Payments upon Termination or Change in Control

    | (1) These amounts include the amounts payable under three-year RSUs awarded April 11, 2022, April 10, 2023 and April 9, 2024 which are described in the Outstanding Equity Awards at Fiscal Year-End table on page 41 and are calculated based on the closing price of the Company’s Common Stock as of the last trading day of fiscal 2025. |

  117. Potential Payments upon Termination or Change in Control

    | (2) Mr. Huckfeldt retired on February 2, 2025, the last day of fiscal 2025. Mr. Huckfeldt vested on his retirement date in pro-rata portions of the RSUs granted to him on April 11, 2022, April 10, 2023, and April 9, 2024. In settlement of these vested RSUs, Mr. Huckfeldt will receive 2,327 shares on April 11, 2025, 1,469 shares on April 10, 2026, and 1,589 shares on April 9, 2027. On the vesting date, these shares had a value of $68,551. Mr. Huckfeldt will not realize any value in connection with these shares until they are actually transferred to him. Mr. Phelps separated from the Company on September 4, 2024, and received a payout in connection with the pro-rata vesting of 7,046 RSUs in the amount of $109,354. |