DEF 14A of Haverty Furniture Companies Inc
Filed Mar 27, 2026 · FY20250001628280-26-021584
Proposal 1. Election of Directors
Proposal 1. Election of Directors
Proposal 1. Election of Directors
| What am I voting on? | | Holders of Class A common stock are being asked to elect eight 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 recommends a vote “For” each of the director nominees. |
Proposal 1. Election of Directors
| Our Board - Nominee Qualifications | |
Proposal 1. Election of Directors
The Board acting through its NCG Committee, seeks directors who collectively possess the experience, skills, backgrounds, and other qualifications necessary to effectively oversee our Company and evolving business circumstances. The NCG Committee seeks directors with established records of significant accomplishments in business and areas relevant to our business strategies. Each director nominee was nominated on the basis of the unique experience, background, qualifications, attributes and skills that he or she brings to the Board, as well as how those factors blend with those of the other nominees. Director Nominations. The NCG Committee is primarily responsible for identifying and evaluating director candidates and for recommending the re-nomination of incumbent directors. The NCG Committee, which consists entirely of independent directors, regularly reviews the appropriate size and composition of the Board and anticipates vacancies and required expertise. The NCG Committee reviews potential nominees from several sources, including directors, management, stockholders or others. The NCG Committee is also authorized to retain search firms to identify potential director candidates, as well as other external advisors, including for purposes of performing background reviews of potential candidates. The NCG Committee will consider recommendations for directors submitted by stockholders. Stockholders should submit their recommendations in writing in accordance with our procedures to submit stockholder proposals set forth on page 61. There is no difference in the manner in which the NCG Committee evaluates proposed nominees that are recommended by a stockholder. Director Qualifications. Our business involves many aspects of retail including store operations and merchandising, supply chain, finance, real estate, marketing, finance, information technology and cybersecurity, human capital management, regulatory, and corporate governance. We seek potential nominees with experience and skills in these aspects of our business. In evaluating potential nominees, the NCG Committee will review and consider, among other factors, the nominee’s relevant career and business operations experience, judgment, industry knowledge, independence, character, demonstrated leadership skills, financial literacy, and experience in the context of the needs of the Board at the time and the then-current mix of director attributes. The NCG Committee believes that it is essential that the Board members represent diverse viewpoints. In considering candidates for the Board, the NCG Committee considers the entirety of each candidate’s credentials. The following chart summarizes each director nominee's key experience, skills, and other qualifications. Please see each director's biography for additional detail on experience, skills and qualifications.
Proposal 1. Election of Directors
| | Class A Common Stock Nominees | | | | | | | | Common Stock Nominees | | | | Experience/Skills/Qualifications | Steven G. Burdette | L. Allison Dukes | Rawson Haverty, Jr. | Natalie B. Morhous | Vicki R. Palmer | Derek G. Schiller | E. Kendrick Smith | Al Trujillo | Michael R. Cote | G. Thomas Hough | Clarence H. Smith | | C-Suite Experience | ▲ | ▲ | ▲ | ▲ | ▲ | ▲ | ▲ | ▲ | ▲ | | ▲ | | Public Company Experience | ▲ | ▲ | ▲ | | ▲ | ▲ | ▲ | ▲ | ▲ | ▲ | ▲ | | Finance | ▲ | ▲ | | ▲ | ▲ | | ▲ | ▲ | ▲ | ▲ | ▲ | | Risk Management | ▲ | ▲ | ▲ | ▲ | ▲ | ▲ | ▲ | ▲ | ▲ | ▲ | ▲ | | Merchandising/Supply Chain | ▲ | | ▲ | ▲ | | ▲ | ▲ | | | | ▲ | | Marketing/Brand Building | ▲ | ▲ | ▲ | ▲ | | ▲ | | | | | ▲ | | Retail/Sales | ▲ | | ▲ | ▲ | | ▲ | ▲ | ▲ | ▲ | ▲ | ▲ | | Real Estate | ▲ | | ▲ | ▲ | | ▲ | ▲ | | | | ▲ | | Human Capital Management | ▲ | ▲ | | ▲ | | | ▲ | ▲ | ▲ | ▲ | ▲ | | Information Security and Cybersecurity | | | | | | | | | ▲ | | | | Regulatory & Compliance | | ▲ | | | | | ▲ | ▲ | | ▲ | |
Proposal 1. Election of Directors
| Our Board - Class A Common Stock Director Nominees | |
Proposal 1. Election of Directors
The biography of each of the nominees contains information regarding such nominee’s experience and his or her director positions held currently or at any time during the last five years and a non-exhaustive summary of qualifications for service on our board. The nominees for holders of Class A Common Stock include: Steven G. Burdette, L. Allison Dukes, Rawson Haverty, Jr., Natalie B. Morhous, Vicki R. Palmer, Derek G. Schiller, E. Kendrick Smith and Al Trujillo.
Proposal 1. Election of Directors
| Steven G. Burdette | | | Age: 64 Director since: 2025 Management Director Committee Membership: Executive | Mr. Burdette has served as the Chief Executive Officer of the Company since January 2025 and as President since March 2021. Mr. Burdette began his career with Havertys Furniture in 1983 as a Manager Trainee in Tampa, Florida. Over more than four decades with the Company, Mr. Burdette has held numerous leadership roles across all operational functions of the Company, including Vice President of Merchandising, Senior Vice President of Operations, Executive Vice President, Stores, and Executive Vice President, Operations. In addition, he has led strategic initiatives to reorganize the Company's distribution center strategy and grow the Company to 129 stores in 17 states. Mr. Burdette is a graduate of the University of Georgia, where he earned a Bachelor of Business Administration degree in Finance. Mr. Burdette serves on the Board of Directors and Executive Committee of the Metro Atlanta Chamber of Commerce. Director Qualifications: Mr. Burdette brings extensive knowledge of Havertys’ operations, merchandising, and strategic initiatives gained through more than 40 years of service with the Company. His deep understanding of the furniture retail industry, combined with proven leadership in operational excellence and long-term growth strategies, provides valuable insight to the Board. His experience in guiding Havertys through evolving market conditions and implementing initiatives to enhance customer experience and shareholder value makes him well qualified to serve as a Director. |
Proposal 1. Election of Directors
| Our Board - Class A Common Stock Director Nominees | |
Proposal 1. Election of Directors
| L. Allison Dukes | | | Age: 51 Director since: 2016 Committee Membership: Nominating, Compensation and Corporate Governance - Chair Executive | Ms. Dukes has served as Senior Managing Director and Chief Financial Officer of Invesco Ltd., a global investment management firm, since 2020. In this role, she oversees all global corporate finance functions, including strategic and financial planning, investor relations, corporate development, accounting, tax, treasury, procurement, corporate services, and global public policy. Prior to joining Invesco, Ms. Dukes was Chief Financial Officer of SunTrust Banks, Inc. (now Truist Financial Corporation) from 2018 to 2019, where she played a key role in structuring the merger with BB&T Corporation. During her 20-year tenure at SunTrust, she held numerous leadership positions, including Head of Commercial & Business Banking, President and Chief Executive Officer of the Atlanta Division, Co-Head of Private Wealth Management, and Managing Director and Head of Syndicated Finance Originations for SunTrust Robinson Humphrey. Ms. Dukes earned a Bachelor of Science degree in Mathematics from Vanderbilt University and a Master of Business Administration from Emory University’s Goizueta Business School. She is active in civic and educational organizations, serving on the Board of Trustees of Children’s Healthcare of Atlanta and Emory University, and is a past Chair of Junior Achievement of Georgia. Director Qualifications Ms. Dukes brings to our Board extensive experience in corporate finance, strategic planning, and risk management. Her leadership roles at major financial institutions and a global asset management firm provide deep expertise in capital allocation, financial reporting, and governance. She has significant experience with mergers and acquisitions, investor relations, and regulatory compliance, which strengthens the Board’s oversight of financial strategy and enterprise risk. In addition, her experience on public company management teams and leadership of community organizations enhances the Company’s commitment to strong corporate governance and ethical leadership. |
Proposal 1. Election of Directors
| Our Board - Class A Common Stock Director Nominees | |
Proposal 1. Election of Directors
| Rawson Haverty Jr. | | | Age: 70 Director since: 1992 Committee Membership: None | Mr. Haverty served as Senior Vice President, Real Estate and Development of Haverty Furniture Companies, Inc. from 1998 until his retirement in 2023. In this role, he oversaw all aspects of real estate strategy, site selection, and development for Havertys’ retail footprint across multiple states. Prior to that, he held positions of increasing responsibility within the Company. Mr. Haverty joined Havertys in 1984 and has been a member of the Board since 1992. He is actively involved in civic and philanthropic organizations, serving on the Advisory Board of the Emory University Center for Ethics and supporting initiatives through Southface Institute and Joyce's Place Board. Mr. Haverty also co-founded Serenbe, a nationally recognized sustainable community development near Atlanta. Director Qualifications Mr. Haverty brings to the Board more than three decades of experience in retail real estate strategy and development, which is critical to Havertys’ long-term growth and operational success. His deep knowledge of the Company’s business, combined with expertise in site selection, property management, and market expansion, provides valuable insight for the Company’s store portfolio. Additionally, his leadership in sustainability initiatives and community engagement aligns with the Company’s commitment to responsible business practices. |
Proposal 1. Election of Directors
| Our Board - Class A Common Stock Director Nominees | |
Proposal 1. Election of Directors
| Natalie B. Morhous | | | Age: 42 Director since: 2024 Committee Membership: Nominating, Compensation and Governance | Ms. Morhous currently serves as Chairman of the Board and Chief Executive Officer of RaceTrac, Inc. RaceTrac is one of the largest privately held companies in the United States and is headquartered in Atlanta, Georgia. Its retail brands include more than 800 RaceTrac and RaceWay retail locations, approximately 1,200 Gulf branded locations, and more than 445 Potbelly neighborhood sandwich shops throughout the United States employing more than 15,000 team members. She was appointed CEO in January 2024 after serving as President since 2019. Under her leadership, RaceTrac has expanded into new markets, introduced innovative store formats and advanced sustainability initiatives, including the deployment of electric vehicle charging stations. As CEO, Ms. Morhous has also overseen significant strategic growth initiatives, including the acquisition and expansion of Potbelly as a part of RaceTrac’s broader portfolio diversification. Ms. Morhous began her career with RaceTrac in 2012 and has held roles of increasing responsibility, including Director of Strategy and Development, Executive Director of Strategy and Solutions, and Vice President of Energy Dispatch, RaceTrac’s fuel transportation subsidiary. Under her leadership, RaceTrac acquired Gulf Oil, and she played a key role in shaping the company’s long-term growth strategy. She holds a Bachelor of Arts in Government from Connecticut College and a Master of Business Administration from The Wharton School of the University of Pennsylvania. Ms. Morhous serves on the National Association of Convenience Stores Board of Directors, Executive Committee, and Legislative Committee, and on the Board of Directors and Executive Committee of the Metro Atlanta Chamber of Commerce. She is also active in community organizations focused on education and family services. Director Qualifications Ms. Morhous brings to our Board extensive experience in executive leadership, retail operations and strategic growth initiatives. Her background in leading a large, multi-state retail enterprise provides valuable insight into consumer trends, supply chain management, and brand development. As CEO of RaceTrac, she has demonstrated expertise in driving significant growth, navigating complex regulatory environments and fostering a strong corporate culture. Her perspective as a third-generation leader of a family-owned business also offers a unique understanding of governance and long-term value creation for our Company. |
Proposal 1. Election of Directors
| Our Board - Class A Common Stock Director Nominees | |
Proposal 1. Election of Directors
| Vicki R. Palmer | | | Age: 72 Director since: 2001 Committee Membership: Audit | Ms. Palmer is President of The Palmer Group LLC, a general management consulting firm she founded in 2009 following her retirement from Coca-Cola Enterprises Inc., where she served as Executive Vice President, Finance and Administration. During her 25-year career with Coca-Cola Enterprises, Ms. Palmer held senior leadership roles in treasury, finance, and enterprise risk management. At the time of her retirement, she was responsible for overseeing the company’s Treasury Department, which managed a $10 billion multicurrency debt portfolio and $4 billion in pension and 401(k) plan investments, as well as Internal Audit and Enterprise Risk Management. She also served as a member of the Executive Leadership Team and liaison to the Board of Directors. Ms. Palmer began her career in financial services and pension investment management, holding positions at First Tennessee Bank and Federal Express before joining Coca-Cola Enterprises in 1983. She advanced through roles including Assistant Treasurer, Treasurer, Vice President, and Senior Vice President before being named Executive Vice President in 2004. She earned a Bachelor of Arts in Economics and Business Administration from Rhodes College and an MBA in Finance from the University of Memphis. She has served on numerous boards, including First Horizon National Corporation (since 1993), where she chaired the Audit Committee for 17 years and currently chairs the Audit Committee and serves on the Compensation, Executive and Risk Committees. Ms. Palmer is also a Lifetime Trustee of Spelman College, Rhodes College, and Woodward Academy, and serves on the board of the Black Economic Alliance. Director Qualifications Ms. Palmer brings to our Board extensive experience in corporate finance and accounting, treasury management, enterprise risk oversight and public company governance. Her leadership in managing complex financial operations for a Fortune 500 public company provides valuable expertise in financial strategy, capital structure, governance and risk management. In addition, her experience on public company boards and nonprofit organizations enhances the Company’s commitment to strong corporate governance and ethical leadership. |
Proposal 1. Election of Directors
| Our Board - Class A Common Stock Director Nominees | |
Proposal 1. Election of Directors
| Derek G. Schiller | | | Age: 55 Director since: 2020 Committee Memberships: Nominating, Compensation and Governance | Mr. Schiller has served as President and Chief Executive Officer of the Atlanta Braves, a Major League Baseball club, since 2018. In this role, he oversees all business operations of the front office for the Braves organization, including corporate partnerships, ticketing, broadcasting, licensing, merchandising, concessions, marketing, community relations, and ballpark operations. Mr. Schiller joined the Braves in 2003 as Senior Vice President of Sales and Marketing and held positions of increasing responsibility, including Executive Vice President of Sales and Marketing and President of Business Operations. He was instrumental in the development and execution of Truist Park and The Battery Atlanta, a groundbreaking mixed-use real estate project integrated with the Braves’ ballpark. Prior to joining the Braves, Mr. Schiller served as Vice President of Business Development for the New York Yankees and held leadership roles with the Atlanta Thrashers and the International Sports Plaza during the 1996 Summer Olympics. He earned a Bachelor of Engineering degree from Vanderbilt University. Mr. Schiller is active in civic and industry organizations, serving on the Board of Directors of the Metro Atlanta Chamber of Commerce, Atlanta Convention and Visitors Bureau, Atlanta Sports Council, and the Jack and Jill Late Stage Cancer Foundation. He also currently serves on various Major League Baseball committees. Director Qualifications Mr. Schiller brings to our Board extensive experience in executive leadership, brand development, and customer engagement within a large-scale, consumer-focused enterprise. His expertise in marketing, revenue generation, and operational oversight provides valuable insight into retail growth strategies and customer experience initiatives. Additionally, his role in managing complex real estate development projects and fostering innovation in digital engagement aligns with the Company’s focus on enhancing shareholder value and adapting to evolving consumer trends. In addition, his experience on a public company management team and leadership on community organizations enhances the Company’s commitment to strong corporate governance and ethical leadership. |
Proposal 1. Election of Directors
| Our Board - Class A Common Stock Director Nominees | |
Proposal 1. Election of Directors
| E. Kendrick Smith | | | Age: 69 Director since: 2026 Committee Memberships: None | Mr. Smith is a retired attorney with more than 43 years of experience. He was a partner of Jones Day from 2005 until his retirement on December 31, 2020, specializing in complex business and tort litigation. During his tenure, Mr. Smith represented major corporations in multistate tax litigation, constitutional challenges, and high-profile commercial disputes in state and federal courts across the United States. From 1981 until 2005, he practiced law at Smith Gambrell & Russell, was elected to the partnership in 1989, served on the Executive and Compensation Committees, and was appointed head of the Litigation Department. For nearly a decade, he acted as Havertys' primary outside counsel. Beginning in 2021, Mr. Smith continued practicing law for select clients as E. Kendrick Smith Law LLC. Mr. Smith earned his Juris Doctor from the University of Georgia School of Law, where he served on the Georgia Law Review, and his Bachelor of Arts from the University of North Carolina. Beyond his legal career, Mr. Smith is deeply engaged in civic and cultural organizations. He currently serves as Board Chair of the Alliance Theatre in Atlanta, serves on the boards of the Woodruff Arts Center, the John & Mary Franklin Foundation, and the Clarke/Carley American Inn of Court. Director Qualifications Mr. Smith brings to our Board extensive experience in legal, regulatory, and governance matters. His background in advising large corporations on complex litigation and compliance issues provides valuable insight into risk management, corporate governance, and strategic decision-making. His expertise in constitutional and administrative law enhances the Board’s ability to navigate evolving regulatory environments. Additionally, his leadership roles in civic organizations demonstrate a commitment to ethical standards and community engagement, aligning with Havertys’ values and long-term objectives. |
Proposal 1. Election of Directors
| Our Board - Class A Common Stock Director Nominees | |
Proposal 1. Election of Directors
| Al Trujillo | | | Age: 66 Director since: 2003 Committee Membership: Audit Committee - Chair Nominating, Compensation and Governance Executive Committee | Mr. Trujillo has served as President and Chief Operating Officer of the Georgia Tech Foundation since 2013, where he oversees endowment management, investment strategy, and operational leadership for one of the nation’s leading university foundations. Prior to this role, Mr. Trujillo was an Investment Funds Advisor for private equity funds from 2007 to 2013. He previously served as President and Chief Executive Officer of Recall Corporation, a global information management company, from 2002 to 2007, and held senior leadership positions in the Americas and Asia-Pacific regions during his tenure with the company that started in 1997. Mr. Trujillo began his career in engineering and operations management and has extensive experience in global business leadership, investment oversight, and strategic planning. He earned a Bachelor of Science degree in Aerospace Engineering from Georgia Institute of Technology and both a Master of Science in Applied Mechanics and a Master of Business Administration from Stanford University. In addition to his service on our Board, Mr. Trujillo has served as a director of SCANA Corporation and chair of its Nominating and Governance Committee until its acquisition by Dominion Energy in 2018 and as a director of In Zone Brands, Inc. He is active in civic and educational organizations, including serving on the Board of Trustees of Marist School and participating in Georgia Tech advisory boards. Director Qualifications Mr. Trujillo brings a depth of experience in executive leadership, accounting and finance, risk management, public company governance and investment management to our Board. His prior role as CEO of a global information management company adds operational and risk management insight. His leadership of the Georgia Tech Foundation provides deep experience in managing large-scale endowments and implementing sound investment strategies. His governance experience on public company boards and nonprofit organizations further supports Havertys’ commitment to strong governance and strategic growth. |
Proposal 1. Election of Directors
| Our Board - Class A Common Stock Director Nominees | |
Proposal 1. Election of Directors
The nominees for holders of Common Stock include: Michael R. Cote, G. Thomas Hough and Clarence H. Smith.
Proposal 1. Election of Directors
| Michael R. Cote | | | Age: 64 Director since: 2022 Committee Membership: Audit | Mr. Cote served as Chief Executive Officer of Secureworks Inc., a global leader in cybersecurity, from 2002 until his retirement in 2021. He also served as Chairman of the Board from 2002 to 2011. Under his leadership, Secureworks grew from a small private company to a publicly traded enterprise with operations in more than 60 countries. Mr. Cote guided the company through its acquisition by Dell Technologies in 2011 and its initial public offering in 2016, establishing Secureworks as a recognized leader in managed security services and threat intelligence. Prior to joining Secureworks, Mr. Cote served as Chief Financial Officer of Talus Solutions, MSI Solutions, and Medaphis Corporation, and began his career with KPMG LLP. He holds a Bachelor of Science degree in Computer Science and Accounting from Boston College and is a Certified Public Accountant. Mr. Cote currently serves as a director of Abacus Group, ImagineX, Palmetto Technology Group and TekStream. He is actively involved in civic organizations, including serving on the Board of Trustees of Children’s Healthcare of Atlanta and as Chair of the Board of Trustees at Marist School. Director Qualifications Given his extensive senior executive experience both as a CFO and CEO in publicly listed companies, Mr. Cote brings a depth of experience in executive leadership, business operations, accounting and finance, risk management, human capital management, public company governance, information technology to our Board. His background in cybersecurity and enterprise governance provides valuable insight into data protection, operational resilience, and regulatory compliance—critical areas for modern retail businesses. As a former CEO who successfully led a company through significant growth, acquisitions (he has been involved in about 50 transactions), and an IPO and follow on offerings, he offers expertise in strategic planning, financial oversight and shareholder value creation. |
Proposal 1. Election of Directors
| Our Board - Common Stock Director Nominees | |
Proposal 1. Election of Directors
| G. Thomas Hough | | | Age: 71 Lead Director since: 2021 Director since: 2018 Committee Membership: Audit Nominating, Compensation and Governance Executive - Chair | Mr. Hough is the Retired Americas Vice Chair of Ernst & Young LLP (“EY”), an international public accounting firm. He was Vice Chair of Assurance Services of EY Americas from 2009 to July 2014, and Americas Vice Chair until his retirement in September 2014. Mr. Hough joined EY in 1978 and became a partner in 1987. During his career, he served on the governing board of EY for 17 years and led various teams across the firm, including serving as Vice Chair and Southeast Area Managing Partner from 2000 to 2009 and Vice Chair of Human Resources from 1996 to 2000. Mr. Hough currently serves as a Director of Equifax Inc., where he chairs the Audit Committee and as a member of the Compensation Committee and as a Director and Chairman of the Federated Hermes Fund Family. He previously served as a Director and Audit Committee Chair of Publix Super Markets, Inc. Mr. Hough is active in civic and educational organizations, including serving as Chairman of the President’s Cabinet and member of the Business School Board of Visitors at the University of Alabama. He holds bachelor’s and master’s degrees in accounting from The University of Alabama. Director Qualifications Mr. Hough brings extensive experience in executive leadership, business operations, accounting and finance, risk management, human capital management and public company governance to our Board. As a senior leader for more than two decades engaging with many of EY’s most significant clients across diverse industries, he regularly engaged with members of issuer company management, boards and audit committees on audit, financial accounting, financial reporting, risk management and governance matters. His work with public company boards across a range of industries has further enhanced this experience. |
Proposal 1. Election of Directors
| Our Board - Common Stock Director Nominees | |
Proposal 1. Election of Directors
| Clarence H. Smith | | | Age: 75 Executive Chairman since: 2025 Director since: 1989 Committee Membership: Executive | Mr. Smith, our Executive Chairman, has dedicated more than 52 years to Haverty Furniture Companies, Inc., progressing through a wide range of leadership roles. He served as Chief Executive Officer from 2003 until December 2024 and as President from 2003 to 2021. In January 2025, Mr. Smith transitioned from Chairman of our Board, a position he held since 2012 to Executive Chairman following a planned leadership succession. Mr. Smith spearheaded the transformation of Havertys from a retailer of third-party merchandise into a specialty branded retailer offering exclusively Havertys-branded products. He also led strategic initiatives in supply chain optimization and growing the Company to more than 129 stores across 17 states. Under his guidance, Havertys successfully navigated major economic challenges, including the Great Recession and the COVID-19 pandemic. Mr. Smith began his career at Havertys as a management trainee after earning a Bachelor of Arts degree in Psychology from Vanderbilt University. He served on the Board of Oxford Industries, Inc. (2003–2024) and has been active in civic organizations, including service on the Metro Atlanta Chamber of Commerce Board of Directors until 2025 and as an Emeritus Member of the Board of Trustees of Marist School. Director Qualifications Mr. Smith brings a unique depth of knowledge of Havertys business, strategy, and culture, gained through decades of executive leadership. His experience in retail operations, branding, supply chain management, and financial oversight provides critical insight into the Company’s long-term growth and risk management. As a former CEO and current Executive Chairman, he offers continuity and strategic perspective, while his governance experience on other public company boards enhances the Board’s ability to address complex business challenges. | | Clarence H. Smith and E. Kendrick Smith are brothers. | |
Proposal 1. Election of Directors
| Corporate Governance Matters | |
Attendance
| Our Director Compensation | |
Overview of Director Compensation
Overview of Director Compensation Non-employee directors receive a combination of cash and stock-based compensation designed to attract and retain qualified candidates to serve on the Board and further align their interest with that of our stockholders. Mr. Clarence Smith, as an Executive Chairman of the Board and Mr. Burdette, as a management director in 2025, did not receive any compensation for serving on the Board during 2025.
Elements of Compensation for 2025 Board Year
| Director | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1) | All Other Compensation | Total ($) | | Michael R. Cote(2) | $70,000 | $95,000 | $— | $165,000 | | L. Allison Dukes | 75,000 | 95,000 | — | 170,000 | | Rawson Haverty Jr. | 60,000 | 95,000 | — | 155,000 | | G. Thomas Hough | 85,000 | 95,000 | — | 180,000 | | Natalie B. Morhous | 63,333 | 95,000 | — | 158,333 | | Vicki R. Palmer | 70,000 | 95,000 | — | 165,000 | | Derek G. Schiller(2) | 65,000 | 95,000 | — | 160,000 | | Al Trujillo | 85,000 | 95,000 | — | 180,000 |
Executive Compensation Components
Base Salary. The base salary provides a fixed amount of competitive compensation to attract and retain executive talent by compensating executive officers for their level of responsibility, relative expertise and experience. The NCG Committee reviews the information regarding executives’ base salary levels compared to the base salaries of executives of companies in our peer group. The NCG Committee also considers the Chief Executive Officer’s assessment of each executive’s individual performance and responsibilities to determine appropriate compensation for each executive. The NCG Committee has determined that, in order to enable the Company to attract and retain the executive talent important to our long-term growth, the compensation strategy should generally aim to position base salaries within a reasonable range of the median of the peer group data. Management Incentive Plans (“MIPs”). Our compensation philosophy connects our executives’ potential annual cash earnings to performance. Consistent with prior years, the NCG Committee established two plans, MIP-I and MIP-II (the “MIPs”), to provide an annual cash incentive opportunity to our NEOs. The NCG Committee approved the MIP designs and targets in January 2025 as part of the annual compensation setting process. The target cash incentive amount for the combined MIPs as a percentage of base salary was 100% for Mr. Burdette, 75% for Mr. Clarence Smith, 70% for Mr. Hare, and 65% for Mr. Gill. As in prior years, MIP-I is based upon pre-tax income goals and is 80% of the total cash incentive target and MIP-II is based on individual goals and represents 20% of the total cash incentive target. The earnings-based MIP-I structure was designed so executives could earn above-target payouts when performance exceeds financial goals and below target payouts when goals are not achieved. Consistent with our historical approach, MIP-I includes quarterly pre-tax income goals to reflect the pace of our business as well as an annual objective, which is more heavily weighted (at 60% of the plan) than the individual quarters. The MIP-I targets were set in January 2025. The MIP-I provided for a 40% target payout to be earned once 80% of the goal was met, and a maximum payout at 175% of target for performance at or above 125% of the goal, and interpolation for performance between these levels.
Executive Compensation Components
| MIP-I Goal and Earned | | | | | | | | (in millions) | Q1 | Q2 | Q3 | Q4 | Annual | Total | | MIP-I Weighting | 10% | 7% | 10% | 13% | 60% | 100% | | MIP-I Pre-Tax Income Goal | $5.5 | $3.9 | $6.0 | $8.1 | $23.5 | | | 2025 Pre-Tax Income | $5.3 | $4.3 | $6.4 | $10.8 | $26.8 | | | % of Goal Achieved | 97% | 110% | 106% | 133% | 114% | | | Target % Achieved | 91% | 130% | 118% | 175% | 142% | | | % of MIP-I Earned | 9% | 9% | 12% | 23% | 85% | 138% |
Executive Compensation Components
The NCG Committee reviewed the payout results of 138% of target based on the Company’s 2025 pre-tax income performance. The overall payout resulted from payouts for our financial results in each quarter as well as the annual component of MIP-I. The MIP-II design supports individual goals with payout ranging from 0% to 100% of target. Each NEO's MIP-II goals are established at the beginning of the year. The Committee reviewed each NEO’s performance relative to their MIP-II goals and determined that the individual goal payouts under the MIP-II ranged from 97.5% to 100% for the NEOs. The combination of the approved MIP-I and MIP-II payouts resulted in a total average MIP payout of 130.3% of target for the NEOs. See the “Summary Compensation Table,” which shows the actual non-equity incentive plan compensation paid to our NEOs for our 2025 performance. Long-Term Equity Incentive Compensation. Our executives receive long-term equity incentive compensation intended to link their compensation to the Company’s long-term financial success. All equity awards for our executives are approved by the NCG Committee, and the 2025 annual equity award grants were set at its meeting in January 2025. The 2025 grants were comprised of a mix of PRSUs based on EBITDA, PRSUs based on sales, and time-based RSUs.
Policies and Practices Regarding Timing of Equity Grants
Policies and Practices Regarding Timing of Equity Grants The NCG Committee, in its discretion, typically approves annual grant awards to all eligible employees in January, with the number of shares granted based on the closing price of our common stock on the grant date. From time to time, our NCG Committee may approve supplemental or other non-recurring grants outside of our annual compensation program. While we do not have a formal written policy in place with regard to the timing of equity awards in relation to the disclosure of material nonpublic information, the NCG Committee does not seek to time equity grants to take advantage of information, either positive or negative, about our Company that has not been publicly disclosed.
Pension Benefits and Retirement Plans
Pension Benefits and Retirement Plans We provide retirement benefit plans as an incentive for employees to remain with the Company long-term. Our NEOs are eligible to participate in the same retirement benefit programs that we offer to salaried employees at the corporate level. Our NEOs are also eligible to participate in our 401(k) plan to which the Company may make matching contributions. We match contributions 100% up to 4% of a participant's compensation, with a maximum match per participant of $14,000 in 2025. We have a non-qualified, non-contributory supplemental executive retirement plan (the “SERP”). The SERP was established in connection with a defined benefit plan for which the benefits were frozen in 2006 and its obligations settled in 2014. The SERP limits the total annual amount that may be paid to a participant in the SERP from all sources (the former pension plan, social security and the SERP) to $125,000. Effective December 31, 2015, no new benefits can be earned under the SERP. Additional details regarding accumulated benefits under the SERP plan are provided in the “Pension Benefits and Retirement Plans Table.”
Summary Compensation Table
Summary Compensation Table The following tables and footnotes describe the compensation earned for the last three years by our NEOs.
Summary Compensation Table
| Name, Principal Position, and Year | Salary | Non-Equity Incentive Plan Compensation (1) | Stock Awards (2) | Change in Pension Value (3) | All Other Compensation (4) | Total | | Clarence H. Smith Executive Chairman | | | | | | | | 2025 | $600,000 | $586,800 | $448,821 | $66,094 | $45,594 | $1,747,309 | | 2024 | 760,000 | 266,669 | 1,470,572 | 42,253 | 65,360 | 2,604,854 | | 2023 | 760,000 | 670,746 | 1,330,012 | 60,223 | 66,713 | 2,887,694 | | Steven G. Burdette President and Chief Executive Officer | | | | | | | | 2025 | 650,000 | 844,350 | 1,072,192 | 23,892 | 45,355 | 2,635,789 | | 2024 | 525,000 | 128,948 | 496,153 | 473 | 48,550 | 1,199,124 | | 2023 | 525,000 | 324,341 | 472,486 | 23,326 | 46,845 | 1,391,998 | | Richard B. Hare Executive Vice President, Chief Financial Officer | | | | | | | | 2025 | 485,000 | 442,708 | 435,355 | — | 34,447 | 1,397,510 | | 2024 | 465,000 | 114,211 | 416,760 | — | 32,839 | 1,028,810 | | 2023 | 465,000 | 266,754 | 399,988 | — | 28,842 | 1,160,584 | | John L. Gill Executive Vice President, Merchandising | | | | | | | | 2025 | 440,000 | 372,944 | 329,143 | 10,925 | 32,899 | 1,185,911 | | 2024 | 420,000 | 88,422 | 337,367 | — | 31,732 | 877,521 | | 2023 | 420,000 | 222,405 | 300,007 | 10,690 | 27,706 | 980,808 |
Summary Compensation Table Footnotes
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 2025 were approximately 130% of each NEO’s combined MIP target levels. The table below includes the total award to each NEO and the portion of the award attributable to each component
Summary Compensation Table Footnotes
| | MIP-I (Corporate Performance) | MIP-II (Individual Performance) | Total Annual Incentive Award | | Clarence H. Smith | $496,800 | $90,000 | $586,800 | | Steven G. Burdette | 717,600 | 126,750 | 844,350 | | Richard B. Hare | 374,808 | 67,900 | 442,708 | | John L. Gill | 315,744 | 57,200 | 372,944 |
Summary Compensation Table Footnotes
(2)Stock Awards: These amounts are the full grant date fair value, as determined in accordance with ASC Topic 718. The full grant date value is calculated using the number of awards granted multiplied by the closing price of our stock on the date of grant. All the grants were made on January 23, 2025. The amounts reported for these awards may not represent the amounts the individuals will actually realize, as the number of shares earned, if any, will depend on actual performance versus goals and the change in our stock price over time. For a description of the plan, see "Compensation, Discussion & Analysis."
Summary Compensation Table Footnotes
| Compensation at Havertys | |
Summary Compensation Table Footnotes
The table below sets forth the details of the components that make up the 2025 equity awards. For PRSUs, the grant date fair value is calculated using the target number of PRSUs awarded to each NEO, which was the assumed probable outcome as of the grant date. Assuming, instead, the highest level of performance achievement as of the grant date, the aggregate grant date fair value of the PRSUs is reflected in the table below under "Maximum", which is 175% of target for EBITDA awards and 125% of target for Sales awards. In 2025, the EBITDA performance grants were earned at 127% and the Sales performance grants were earned at 103% of target.
Summary Compensation Table Footnotes
| | Components of Annual Stock Awards | | | | Additional Information | | | | Value of RSUs ($) | Value of PRSUs - Target ($) | | Total | Value of PRSUs - Maximum ($) | | | | | EBITDA | Sales | | EBITDA | Sales | | Clarence H. Smith | $89,764 | $287,255 | $71,802 | $448,821 | $502,707 | $107,703 | | Steven G. Burdette | 214,443 | 686,204 | 171,545 | 1,072,192 | 1,200,863 | 257,318 | | Richard B. Hare | 130,597 | 243,806 | 60,952 | 435,355 | 426,661 | 91,439 | | John L. Gill | 98,734 | 184,323 | 46,086 | 329,143 | 322,559 | 69,141 |
Summary Compensation Table Footnotes
(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 11 Benefit Plans to our 2025 consolidated financial statements, which are included in our Form 10-K for the year ended December 31, 2025. Year-over-year changes in pension value for 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. Our NEOs who joined the Company after December 2015 have no benefits under the SERP. (4)All Other Compensation: These amounts for 2025 are comprised of items as noted in the following table:
Summary Compensation Table Footnotes
| | 401 (K) Plan Match(a) | Deferred Compensation Plan Contribution(b) | Other(c) | Total | | Clarence H. Smith | $14,000 | $15,500 | $16,094 | $45,594 | | Steven G. Burdette | 14,000 | 12,868 | 18,487 | 45,355 | | Richard B. Hare | 14,000 | — | 20,447 | 34,447 | | John L. Gill | 14,000 | — | 18,899 | 32,899 |
Summary Compensation Table Footnotes
(a)The maximum 401(k) match for calendar year 2025 was $14,000. (b)Company contributions to the Deferred Compensation Plan are based on the participants’ compensation and contributions. (c)Includes: premium costs for covering a portion of medical insurance coverage, additional life insurance, long-term disability coverage, and health examinations.
Summary Compensation Table Footnotes
| Compensation at Havertys | |
2025 Grants of Plan-Based Awards
2025 Grants of Plan-Based Awards
2025 Grants of Plan-Based Awards
| Name, Grant Date and NCG Committee Approval Date | Award Type (1) | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards ($)(2) | | | Estimated Possible Payouts Under Equity Incentive Plan Awards (#)(3)(4) | | | 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) | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | | Clarence H. Smith | | | | | | | | | | | | 1/23/2025 | MIP-I | $10,080 | $360,000 | $630,000 | — | — | — | — | — | — | | 1/23/2025 | MIP-II | — | 90,000 | 90,000 | — | — | — | — | — | — | | 1/23/2025 | PRSU | — | — | — | 5,009 | 12,522 | 21,914 | — | $22.94 | $287,255 | | 1/23/2025 | PRSU.1 | — | — | — | 1,252 | 3,130 | 4,695 | — | 22.94 | 71,802 | | 1/23/2025 | RSU | — | — | — | — | — | — | 3,913 | 22.94 | 89,764 | | Steven G. Burdette | | | | | | | | | | | | 1/23/2025 | MIP-I | 14,560 | 520,000 | 910,000 | — | — | — | — | — | — | | 1/23/2025 | MIP-II | — | 130,000 | 130,000 | — | — | — | — | — | — | | 1/23/2025 | PRSU | — | — | — | 11,965 | 29,913 | 52,348 | — | $22.94 | 686,204 | | 1/23/2025 | PRSU.1 | — | — | — | 2,991 | 7,478 | 11,217 | — | 22.94 | 171,545 | | 1/23/2025 | RSU | — | — | — | — | — | — | 9,348 | 22.94 | 214,443 | | Richard B. Hare | | | | | | | | | | | | 1/23/2025 | MIP-I | 7,605 | 271,600 | 475,300 | — | — | — | — | — | — | | 1/23/2025 | MIP-II | — | 67,900 | 67,900 | — | — | — | — | — | — | | 1/23/2025 | PRSU | — | — | — | 4,251 | 10,628 | 18,599 | — | 22.94 | 243,806 | | 1/23/2025 | PRSU.1 | — | — | — | 1,063 | 2,657 | 3,986 | — | 22.94 | 60,952 | | 1/23/2025 | RSU | — | — | — | — | — | — | 5,693 | 22.94 | 130,597 | | John L. Gill | | | | | | | | | | | | 1/23/2025 | MIP-I | 6,406 | 228,800 | 400,400 | — | — | — | — | — | — | | 1/23/2025 | MIP-II | — | 57,200 | 57,200 | — | — | — | — | — | — | | 1/23/2025 | PRSU | — | — | — | 3,214 | 8,035 | 14,061 | — | 22.94 | 184,323 | | 1/23/2025 | PRSU.1 | — | — | — | 804 | 2,009 | 3,014 | — | 22.94 | 46,086 | | 1/23/2025 | RSU | — | — | — | — | — | — | 4,304 | 22.94 | 98,734 |
2025 Grants of Plan-Based Awards
(1)Award Type: MIP-I = Annual Cash Management Incentive Plan Compensation based on Company performance MIP-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 2025 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. The combination of the approved MIP-I and MIP-II payouts resulted in a total average MIP payout of 130% of target. (3)The PRSU grant is based on achievement of 2025 EBITDA target as discussed above. The number of shares actually achieved were 127% of the target and are shown as outstanding awards on page 33. (4)The PRSU.1 grant is based on achievement of a sales target for 2025. The number of shares actually achieved were 103% of the target and are shown as outstanding awards on page 33. (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 $22.94, the closing stock price on the grant date, in accordance with ASC Topic 718.
2025 Grants of Plan-Based Awards
| Compensation at Havertys | |
Outstanding Equity Awards at 2025 Fiscal Year-End Table
Outstanding Equity Awards at 2025 Fiscal Year-End Table The following table includes certain information with respect to the value of all unvested stock awards previously granted to the NEOs as of December 31, 2025. The market value of shares of stock that have not vested is based on the closing market price as of December 31, 2025, the last trading day of 2025, which was $23.36.
Outstanding Equity Awards at 2025 Fiscal Year-End Table
| | | Stock Awards | | | Name | Date Awarded | Number of Shares of Stock That Have Not Vested (#) | Market Value of Shares of Stock that Have Not Vested ($) | | Clarence H. Smith | | | | | 1/26/23(1) | | 5,296 | $123,715 | | 1/26/23(2) | | 20,722 | 484,066 | | 1/26/23(3) | | 2,747 | 64,170 | | 1/25/24(1) | | 8,146 | 190,291 | | 1/25/24(4) | | 14,091 | 329,166 | | 1/23/25(1) | | 3,913 | 91,408 | | 1/23/25(5) | | 12,522 | 292,514 | | 1/23/25(6) | | 3,130 | 73,117 | | Steven G. Burdette | | | | | 1/26/23(1) | | 2,822 | $65,922 | | 1/26/23(2) | | 6,697 | 156,442 | | 1/26/23(3) | | 888 | 20,744 | | 1/25/24(1) | | 4,286 | 100,121 | | 1/25/24(4) | | 4,160 | 97,178 | | 1/23/25(1) | | 9,348 | 218,369 | | 1/23/25(5) | | 29,913 | 698,768 | | 1/23/25(6) | | 7,478 | 174,686 | | Richard B. Hare | | | | | 1/26/23(1) | | 2,389 | $55,807 | | 1/26/23(2) | | 5,669 | 132,428 | | 1/26/23(3) | | 752 | 17,567 | | 1/25/24(1) | | 3,600 | 84,096 | | 1/25/24(4) | | 3,494 | 81,620 | | 1/23/25(1) | | 5,693 | 132,988 | | 1/23/25(5) | | 10,628 | 248,270 | | 1/23/25(6) | | 2,657 | 62,068 |
Outstanding Equity Awards at 2025 Fiscal Year-End Table
| Compensation at Havertys | |
Outstanding Equity Awards Table (continued)
Outstanding Equity Awards Table (continued)
Outstanding Equity Awards Table (continued)
| | | Stock Awards | | | Name | Date Awarded | Number of Shares of Stock That Have Not Vested (#) | Market Value of Shares of Stock that Have Not Vested ($) | | John L. Gill | | | | | 1/26/23(1) | | 1,792 | 41,861 | | 1/26/23(2) | | 4,252 | 99,327 | | 1/26/23(3) | | 564 | 13,175 | | 1/25/24(1) | | 2,914 | 68,071 | | 1/25/24(4) | | 2,829 | 66,085 | | 1/23/25(1) | | 4,304 | 100,541 | | 1/23/25(5) | | 8,035 | 187,698 | | 1/23/25(6) | | 2,009 | 46,930 |
Outstanding Equity Awards Table Footnotes
Outstanding Equity Awards Table Footnotes
Outstanding Equity Awards Table Footnotes
| Award Information | | Vesting Rate | Vesting Dates | Conditions | | (1) | Restricted Stock Units | 33.3% per year | May 8 each year beginning year following grant date | Continued employment through vesting date. | | (2) | Performance Restricted Stock Units | 100% | February 28, 2026 | Based on 2023 EBITDA, shares achieved at 83.9% of target. | | (3) | Performance Restricted Stock Units | 100% | February 28, 2026 | Based on 2023 consolidated sales, shares achieved at 44.5% of target. | | (4) | Performance Restricted Stock Units | 100% | February 28, 2027 | Based on 2024 EBITDA, shares achieved at 52.0% of target. | | (5) | Performance Restricted Stock Units | 100% | February 28, 2028 | Based on 2025 EBITDA, shares achieved at 127.0% of target. | | (6) | Performance Restricted Stock Units | 100% | February 28, 2028 | Based on 2025 consolidated sales, shares achieved at 103.0% of target. |
Outstanding Equity Awards Table Footnotes
| Compensation at Havertys | |
2025 Option Exercises and Stock Vested Table
2025 Option Exercises and Stock Vested Table The following table includes certain information with respect to the vesting of the NEO's restricted stock awards during the year ended December 31, 2025.
2025 Option Exercises and Stock Vested Table
| | Option and SSARs Award | | 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 H. Smith | — | — | 40,352 | $894,219 | | Steven G. Burdette | — | — | 13,874 | 302,295 | | Richard B. Hare | — | — | 12,104 | 263,983 | | John L. Gill | — | — | 9,042 | 196,959 |
2025 Option Exercises and Stock Vested Table
(1)The value realized reflects the number of shares vested multiplied by the market value of the stock on the date of vesting. (2)The number of shares acquired on vesting is the gross number, including shares surrendered to us for the payment of withholding taxes. The following table outlines the net number of shares received by the NEOs.
2025 Option Exercises and Stock Vested Table
| Name | Net Shares Received (#) | | Clarence H. Smith | 21,332 | | Steven G. Burdette | 7,621 | | Richard B. Hare | 6,615 | | John L. Gill | 5,285 |
2025 Option Exercises and Stock Vested Table
| Compensation at Havertys | |
Nonqualified Deferred Compensation Plans
Nonqualified Deferred Compensation Plans Top Hat Mutual Fund Option Plan. The Top Hat Mutual Fund Option Plan (the “Top Hat Plan”) was designed to accumulate retirement funds for selected employees, including the executive officers. The Top Hat Plan allowed participants to defer up to 100% of their cash incentive compensation in exchange for an option to buy selected mutual funds at a discount equal to the bonus they would have otherwise received. Deferrals under the Top Hat Plan were suspended in 2005. Participants may withdraw any or all amounts at any time but not later than fifteen years from leaving our employment. Mr. Clarence Smith is the only NEO who participated in the Top Hat Plan as of December 31, 2025. The Top Hat Plan was terminated and liquidated in January 2026.
Nonqualified Deferred Compensation Plans
| Name | Aggregate Earnings (Loss) in 2025($) | Aggregate Withdrawals/ Distributions in 2025 ($) | Aggregate Balance at Last FYE ($) | | Clarence H. Smith | $89,491 | — | $597,549 |
Nonqualified Deferred Compensation Plans
Deferred Compensation Plan. In January 2011, Havertys implemented a Deferred Compensation Plan for certain employees, including the NEOs. Under this plan participants may voluntarily defer receipt of up to 50% of their salary and 100% of their cash bonuses or non-equity plan compensation and allocate the deferred amounts among a group of investment options that mirrors the fund choices available in Havertys’ 401(k) Plan. Havertys may also make a percentage contribution of excess compensation to each participant. “Excess Compensation” refers to compensation above which a participant cannot receive an employer matching contribution under the existing 401(k) limits. The percentage Company contribution was 3% for 2025. In general, deferred amounts are distributed to the participant upon termination or at a specified date as elected by the participant or as required by the plan. The following table includes information for those NEOs participating in the Deferred Compensation Plan.
Nonqualified Deferred Compensation Plans
| Name | Executive Contributions in 2025 ($)(1) | Company Contributions for 2025 ($)(2) | Aggregate Earnings (Loss) in 2025 ($)(3) | Aggregate Withdrawals/ Distributions in 2025 ($) | Aggregate Balance at Last FYE ($)(4) | | Clarence H. Smith | $120,931 | $15,500 | $728,022 | $(226,480) | $5,517,896 | | Steven G. Burdette | 499,551 | 12,868 | 97,689 | — | 1,370,456 | | Richard B. Hare | — | — | 41,105 | — | 318,453 |
Nonqualified Deferred Compensation Plans
(1)Amounts included in this column have been included for the applicable year in the “Salary” and “Non-Equity Incentive Plan Compensation” columns in the Summary Compensation Table. (2)Amounts included in this column have been reported for the applicable year in the “All Other Compensation” column of the Summary Compensation Table. (3)Amounts included in this column do not constitute above-market or preferential earnings and accordingly such amounts are not reported in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table. (4)All amounts included in this column have been reported in the current or prior years as either salary, non-equity incentive compensation or all other compensation in the summary compensation tables or as earnings or withdrawals in the deferred compensation tables.
Nonqualified Deferred Compensation Plans
| Compensation at Havertys | |
Pension Benefits and Retirement Plans
Pension Benefits and Retirement Plans Retirement benefits are provided through Havertys 401(k) Plan and the SERP, which are described in the CD&A. The change in pension value can be impacted by the change in assumptions used to estimate present values. Please refer to Note 11, Benefit Plans to our financial statements in our annual report for the year ended December 31, 2025 for information on the assumptions related to the SERP. The following table provides certain information on the retirement benefits available under the SERP Plan for each eligible NEO as of December 31, 2025. Our NEOs who joined Havertys after December 2015 have no benefits under the SERP.
Pension Benefits and Retirement Plans
| Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefits ($) | Payments during last fiscal year ($) | | Clarence H. Smith | SERP | 40 | $846,828 | — | | Steven G. Burdette | SERP | 32 | 306,432 | — | | John L. Gill | SERP | 15 | 130,438 | — |
Pension Benefits and Retirement Plans
The SERP Plan permits participants with 15 or more years of service to retire as early as age 55 with a reduction in the amount of their monthly benefits ranging from 50% at age 55 to 93.3% at age 64. As of December 31, 2025, Mr. Clarence Smith was eligible for retirement with no reduction in benefits. Messrs. Burdette and Gill are eligible for reduced benefits ranging from approximately 80.0% to 93.3%. Mr. Hare does not participate in the SERP.
2025 Potential Payments upon Termination or Change in Control
2025 Potential Payments upon Termination or Change in Control The table on page 39 summarizes the estimated payments to be made under our agreements or plans which provide for payments to an NEO following, or in connection with, any termination of employment, including by resignation, retirement, death, disability, constructive termination, or termination following change in control. Our NEOs would not be entitled to any payments or benefits in connection with a termination for cause, voluntary termination or involuntary termination without cause (other than in connection with a change in control. Such amounts are estimates to be paid under hypothetical circumstances and under the terms of the plans as they now exist. As required by the SEC, we have assumed that employment terminated on December 31, 2025 and that the price per share of our common stock is the closing market price as of December 31, 2025 which was $23.36. Actual payments in such circumstances may differ for a variety of reasons. The amounts reported below do not include amounts to be provided to a NEO under any arrangement which does not discriminate in scope, terms, or operation in favor of our executive officers, and which is available generally to all salaried employees. Also, this table does not include amounts reported in the deferred compensation tables or the pension benefits table, except for those receiving retirement benefits. Salary. None of our NEOs has an employment agreement that guarantees them employment for any period of time. Therefore, we would only make post-termination payments of salary or severance to an NEO under our change in control agreement. Change in control agreements. Our executive officers and other team members have built Havertys into the successful enterprise that it is today, and we believe that it is important to protect them in the event of a change in control. The Board has therefore approved change in control agreements for our NEOs (the “Agreements”). The term of each Agreement automatically renews each January 1 unless notice is otherwise provided by Havertys. The Agreements provide benefits under a qualifying termination of employment within 24 months following a change in control. The benefits the individuals would be entitled to receive include: •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
2025 Potential Payments upon Termination or Change in Control
| Compensation at Havertys | |
2025 Potential Payments upon Termination or Change in Control
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 PRSUs 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. We do not have employment agreements with any of our executive officers and there are no other written agreements related to termination other than the change in control agreements. Accelerated Vesting of Long-Term Incentives. We have provided long-term incentives to our NEOs through PRSUs and RSUs. Terms of accelerated vesting for long-term incentives upon various termination scenarios are described below. Long-term incentive awards made in certain years to retirement-eligible individuals may continue to vest after retirement. All awards outstanding as of December 31, 2025 have been granted under our 2021 Long-Term Incentive Plan (the “2021 LTIP”). RSUs. Time-based RSUs vest annually pro rata over three years, provided the executive has remained an active team member from the grant date through the vesting date. Generally, unvested RSU grants will vest in full if an NEO’s termination of employment is by reason of death or disability and will continue to vest if due to retirement, subject to the executive’s compliance with certain restrictive covenants. We calculated the value of RSUs using our market price as of December 31, 2025 which was $23.36. PRSUs based on EBITDA and Sales. Upon termination of employment during the performance period by reason of death, disability, or retirement, unvested PRSUs will vest based on actual performance through the date of death, disability or retirement. After the performance period, the PRSUs will vest according to the grant agreement. At December 31, 2025, the number of units earned for all PRSUs were known and we calculated their value using our market price which was $23.36. Awards of long-term incentives granted under the 2021 LTIP have double-trigger change-in-control vesting; if awards granted under the 2021 LTIP are assumed by the successor entity in connection with a change of control of the Company, such awards will not automatically vest and pay out upon the change in control. Retirement Plans. Benefits under the Supplemental Executive Retirement Plan ("SERP") were frozen in December 2015. Our NEOs who joined Havertys after December 2015 have no benefits under the SERP. The benefits under the SERP are not enhanced upon any termination.
2025 Potential Payments upon Termination or Change in Control
| Compensation at Havertys | |
2025 Potential Payments upon Termination or Change in Control
2025 Potential Payments upon Termination or Change in Control
2025 Potential Payments upon Termination or Change in Control
| Name | Change in Control (3) No Termination ($) | Change in Control Involuntary for Good Reason/Not for Cause ($) | Death(3) ($) | Disability(3) ($) | | Clarence H. Smith | | | | | | Severance | — | 2,216,143 | — | — | | Healthcare and Other | — | 50,166 | — | — | | Long-Term Incentive(2) | 1,648,445 | 1,648,445 | 1,648,445 | 1,648,445 | | Retirement Plans(1) | — | — | — | — | | Steven G. Burdette | | | | | | Severance | — | 2,165,093 | — | — | | Healthcare and Other | — | 50,166 | — | — | | Long-Term Incentive(2) | 1,532,229 | 1,532,229 | 1,532,229 | 1,532,229 | | Retirement Plans(1) | — | — | — | — | | Richard B. Hare | | | | | | Severance | — | 1,519,115 | — | — | | Healthcare and Other | — | 65,108 | — | — | | Long-Term Incentive(2) | 814,844 | 814,844 | 814,844 | 814,844 | | Retirement Plans(1) | — | — | — | — | | John L. Gill | | | | | | Severance | — | 1,335,847 | — | — | | Healthcare and Other | — | 50,166 | — | — | | Long-Term Incentive(2) | 623,689 | 623,689 | 623,689 | 623,689 | | Retirement Plans(1) | — | — | — | — |
2025 Potential Payments upon Termination or Change in Control
1.We disclose the amounts related to the SERP 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 the only NEO that was retirement eligible for purposes of the long-term incentive awards as of December 31, 2025 If he had retired on such date, his outstanding awards would not have automatically vested. However, his awards would continue to vest following his retirement through the end of the respective vesting periods, subject to his compliance with certain restrictive covenants. The values of such awards as of December 31, 2025 were $1,648,445. 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, 2025. 4.For the purposes of this table only, we have assumed that the outstanding RSUs and PRSUs were not assumed by the acquiror and, therefore, fully vested in connection with such change in control.
2025 Potential Payments upon Termination or Change in Control
| Compensation at Havertys | |
CEO Pay Ratio
CEO Pay Ratio The SEC requires the disclosure of the CEO to median employee pay ratio. We identified the median team member by examining the 2025 total cash compensation for all individuals, excluding our CEO, who were employed by us on December 31, 2025. We included all individuals, whether employed on a full-time or part-time basis. We annualized the cash compensation for all permanent team members who were not employed for the entire period. We did not make full-time adjustments for part-time team members. We believe the use of total cash compensation for all team members is a consistently applied compensation measure because we do not widely distribute annual equity awards to team members. After identifying the median team member based on total cash compensation, we calculated annual total compensation for such team member using the same methodology we use for our NEOs as set forth in the 2025 Summary Compensation Table in this Proxy Statement. In 2025, our President and CEO, Mr. Burdette, had a total annual compensation of $2,635,789. Our median employee’s annual total compensation for 2025 was $70,174. As a result, we estimate that Mr. Burdette’s 2025 annual total compensation was approximately 38 times that of our median team member, or 38:1. Given the different methodologies that various public companies are allowed to use to determine their pay ratio, the ratio we report may not be comparable to those reported by other companies.
CEO Pay Ratio
| Compensation at Havertys | |
Provisions Applicable to All Awards
| Plan Category | Number of Securities to be issued upon exercise of outstanding equity awards | Weighted-average exercise price of outstanding options and stock-settled stock appreciation rights (SSARs) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in Column (a)) | | Equity compensation plans approved by stockholders: | | | | | Long-Term Incentive Plans (1) | 602,679(2) | — | 472,933(3) | | Non-Employee Director Compensation Plan | 175,118(4) | — | 367,182(5) | | Equity compensation plans not approved by stockholders | | — | | | Total | 777,797 | — | 840,115 |
SECTION 11: NON-EMPLOYEE DIRECTOR COMPENSATION
SECTION 11: NON-EMPLOYEE DIRECTOR COMPENSATION With respect to any one calendar year, the aggregate compensation that may be granted to any Non-Employee Director, including all meeting fees, cash retainers and Awards granted or payable under this Plan or otherwise, shall not exceed $600,000, or $750,000 in the case of a non-employee Chairman of the Board or Lead Director. For purposes of such limit, the value of Awards will be determined based on the aggregate grant date fair value of all awards issued to the Non-Employee Director in such year (computed in accordance with applicable financial accounting rules).