Sector: Consumer Discretionary
HAVERTY FURNITURE COMPANIES INC · Meeting: May 11, 2026
Directors FOR
10
Directors AGAINST
1
Say on Pay
FOR
Auditor
FOR
Election of Directors
Against Analysis
E. Kendrick Smith is the brother of Executive Chairman Clarence H. Smith, a direct familial relationship with a member of senior management; the proxy also classifies him as non-independent, and the policy calls for a No vote when a director has a familial relationship with senior management regardless of board committee assignment.
For Analysis
Burdette joined the board in 2025, which is within the 24-month exemption window for the TSR trigger, and brings over 40 years of direct operational experience at Havertys; no other policy flags apply.
Dukes has served since 2016 and brings strong CFO-level finance expertise; the 3-year TSR gap versus the company-disclosed peer group is only -2.2 percentage points, well below the 20-point threshold needed to trigger a No vote, so TSR is not a concern.
Haverty has served since 1992 and brings deep real estate and development expertise; the 3-year TSR gap versus the disclosed peer group (-2.2pp) does not trigger the 20-point threshold, though shareholders should note his non-independent status and familial relationship to management; no audit or compensation committee membership mitigates the independence concern.
Morhous joined in 2024, which falls within the 24-month new-director exemption from the TSR trigger, and brings relevant large-scale retail and CEO-level executive experience.
Palmer has served since 2001 and has extensive finance and treasury expertise appropriate for her Audit Committee role; the 3-year TSR gap versus the peer group is only -2.2pp, well below the trigger threshold.
Schiller has served since 2020 and brings strong brand, marketing, and consumer-focused executive experience; the 3-year TSR gap versus the peer group does not trigger a No vote.
Trujillo has served since 2003 and brings extensive finance, investment management, and public-company governance experience appropriate for his Audit Committee Chair role; the 3-year peer TSR gap is not a concern.
Cote has served since 2022 and brings CEO and CFO-level experience plus cybersecurity expertise relevant to the Audit Committee; the 3-year TSR gap versus the peer group does not trigger a No vote.
Hough is the Lead Director and a retired Ernst & Young Vice Chair with deep audit and governance expertise; the 3-year TSR gap versus the peer group (-2.2pp) is far below the 20-point trigger threshold.
Smith transitioned to Executive Chairman in January 2025, is classified as non-independent, and holds no audit or compensation committee seat; the company's 3-year TSR underperforms the disclosed peer group median by only -2.2 percentage points, which is below the 20-point threshold required to trigger a No vote even for a long-tenured director.
Ten of the eleven director nominees receive a FOR vote. E. Kendrick Smith receives an AGAINST vote solely because he is the brother of Executive Chairman Clarence H. Smith — a direct familial relationship with a member of senior management — and is classified as non-independent. The TSR performance trigger does not apply to any director: Havertys' 3-year total return underperforms the company-disclosed peer group median by only -2.2 percentage points, well below the 20-point threshold required for a negative absolute TSR situation. Directors Burdette and Morhous are exempt from the TSR trigger entirely because they joined within the past 24 months.
CEO
Steven G. Burdette
Total Comp
$2,635,789
Prior Support
98%%
CEO total compensation of $2,635,789 is reasonable for a mid-size specialty retailer of Havertys' scale, and the pay structure is well-designed: roughly 73% of the CEO's target pay is variable and tied to performance, with annual cash bonuses linked to pre-tax income and long-term equity awards (performance stock awards) linked to EBITDA and sales goals — both real, measurable metrics. The company's 3-year total return of -17.4% underperforms the XLY sector ETF by -69.9 percentage points, but when measured against the company's own disclosed compensation peer group the gap is only -2.2 percentage points, meaning Havertys performed essentially in line with its peers; above-benchmark incentive pay is therefore not misaligned with shareholder experience relative to that peer universe. The prior year Say on Pay vote received 98% support, a strong signal of shareholder satisfaction with the compensation program.
Auditor
Grant Thornton LLP
Tenure
N/A
Audit Fees
$778,000
Non-Audit Fees
$17,000
Non-audit fees (tax research, $17,000) represent only about 2.2% of audit fees ($778,000), far below the 50% threshold that would raise independence concerns; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire per policy; no material restatements are noted; Grant Thornton is a large national firm appropriate for a company of Havertys' size.
The 2026 Haverty Furniture annual ballot presents four proposals: a director slate of eleven nominees (ten receive FOR, one AGAINST due to a familial relationship with senior management), a Say on Pay vote that passes the policy screens given a well-structured performance-linked pay program and strong 98% prior-year support, auditor ratification of Grant Thornton with a clean fee profile, and a 2026 Long-Term Incentive Plan approval that falls outside the current scope of this policy. No stockholder-submitted proposals appear on this ballot.
15 companies disclosed in 2026 proxy filing
