J. Michael Daniel
Senior Vice President and Chief Financial and Administrative Officer at BASSETT FURNITURE INDUSTRIES
Executive
About J. Michael Daniel
J. Michael Daniel is Senior Vice President and Chief Financial and Administrative Officer (CFAO) of Bassett Furniture (BSET), age 63. He joined Bassett in 2007 as Corporate Controller, served as Interim CFO in 2009, became VP & Chief Accounting Officer in 2010, was promoted to SVP & CFO in 2013, and since 2019 has served as SVP, Chief Financial and Administrative Officer, also acting as Principal Financial and Accounting Officer in SEC filings . Company performance context during his recent tenure: consolidated net sales fell from $485.6M (FY22) to $390.1M (FY23) and $329.9M (FY24), with gross margin rising to 54.4% in FY24 and operating income turning to a loss amid restructuring and charges .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Bassett Furniture Industries (BSET) | Corporate Controller | 2007–2009 | Corporate finance leadership |
| Bassett Furniture Industries (BSET) | Interim Chief Financial Officer | Apr–Dec 2009 | Oversight of finance during transition |
| Bassett Furniture Industries (BSET) | Vice President & Chief Accounting Officer | 2010–2012 | Led accounting and reporting |
| Bassett Furniture Industries (BSET) | Senior Vice President & Chief Financial Officer | 2013–2018 | Executive finance leadership |
| Bassett Furniture Industries (BSET) | Senior Vice President, Chief Financial & Administrative Officer (Principal Financial & Accounting Officer) | 2019–Present | Finance, administration, SEC certifications |
External Roles
No external public company directorships disclosed in the company’s filings reviewed. (Not disclosed)
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base salary ($) | 276,250 | 286,250 |
| Annual bonus ($) | 0 | 0 |
| Stock awards ($) | 42,120 (time-vested RSUs granted Jan 2023) | 0 |
| Option awards ($) | 0 | 0 |
| Non-equity incentive plan ($) | 0 | 0 |
| All other compensation ($) | 21,500 | 20,305 |
| Total compensation ($) | 339,870 | 306,555 |
Performance Compensation
Annual Incentive Plan (FY 2024)
| Metric | Weighting | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|---|
| Operating income before bonus expense (Company) | ≥75% (100% for Daniel; remainder only applied to Cohenour division metric) | $2.75M | $5.50M | $10.00M | Below threshold | $0 |
| Bonus opportunity as % of base salary (Daniel) | — | 13% | 26% | 60% | — | $0 |
Long-term equity: RSUs and vesting
| Item | Detail |
|---|---|
| Unvested RSUs at FY24 year-end | 2,400 shares; market value $36,552 |
| Scheduled vesting | 800 shares on Jan 11, 2025; 800 on Jan 12, 2025; 800 on Jan 11, 2026 |
| Stock vested in FY24 | 1,600 shares; value realized $24,904 |
| Options outstanding | None (no exercisable or unexercisable options) |
Equity Ownership & Alignment
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 53,481 |
| Ownership as % of shares outstanding | <1% (shares outstanding 8,788,356 on Jan 23, 2025) |
| Unvested RSUs | 2,400 shares |
| Options (exercisable/unexercisable) | 0 / 0 |
| Shares pledged as collateral | Prohibited by policy; none disclosed |
| Stock ownership guideline | Senior Vice President: 2x base salary; unvested RSUs/options do not count |
| Guideline compliance status | Each named executive officer is in compliance |
| Anti-hedging/pledging policy | Hedging and pledging prohibited for officers/directors |
Employment Terms
| Provision | Terms |
|---|---|
| Severance Program (no cause termination) | Monthly cash severance based on base salary × multiplier × years of service over severance period; lump sum of average annual bonus (last 3 years); prorated current-year bonus; continued health coverage; outplacement; benefits cease upon employment by a competitor |
| Severance multipliers & periods | Senior Vice President: multiplier 0.125; maximum payout “1× base salary + average bonus + prorated bonus”; severance period 12 months; outplacement 3 months, $7,500 cap |
| Employment Continuity Agreement (change in control) | Double-trigger; if terminated without cause or resigns for good reason within specified period after change in control: lump sum equal to required base salary × multiplier (1× for executives), plus most recent target annual bonus + average bonus (last 3 years); continued health coverage for 12 months; lump sum present value of continued life and LTD coverage; outplacement (3 months, $7,500 cap); no excise tax gross-up; agreements cannot be terminated/amended post-CIC to adversely affect rights |
| Equity vesting on CIC | 2021 Stock Incentive Plan has double-trigger: equity vests only upon qualifying termination within two years after CIC (unless awards not assumed) |
| Clawback | NASDAQ-compliant clawback (Oct 2023): non-fault recovery of erroneously awarded incentive-based compensation received by covered officers during 3 years preceding any required restatement |
| Non-solicitation | One-year non-solicit covenant tied to severance/continuity benefits |
Performance & Track Record (Company context)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Net sales of furniture & accessories ($000) | 485,601 | 390,136 | 329,923 |
| Gross margin (%) | 51.1% | 52.9% | 54.4% |
| Income (loss) from continuing operations ($000) | 25,360 | (3,171) | (9,695) |
| Notable items | — | Goodwill impairment (Noa Home) $5,409; gain on revaluation $1,013 | Asset impairments $5,515; contract abandonment $1,240; translation loss $962; restructuring $440; cybersecurity disruption (estimated $1–2M sales lost; $98 remediation costs; $609 unproductive labor) |
Compensation Committee, Peer Group & Say‑on‑Pay
- Independent consultant: Korn Ferry; 2023 analysis showed total direct compensation below 25th percentile for CEO and other NEOs; peer group updated for 2024 (American Woodmark, Culp, Ethan Allen Interiors, Flexsteel, Haverty, Hooker Furnishings, Kirkland’s, La‑Z‑Boy, Lovesac, Sleep Number, Purple Innovation) .
- Say‑on‑pay approval: approximately 97% support at 2024 Annual Meeting .
Additional incentives and deferrals
- Management Savings Plan (nonqualified deferred comp): executives may defer up to 75% of base salary and up to 100% of cash incentive; company contributions vest on 3rd anniversary, at age 63, or upon death/disability; distributions at separation, death/disability, or scheduled dates per elections; no above‑market credits .
- Long‑Term Cash Award (LTCA): In 2017, Daniel received a $400,000 LTCA under the Management Savings Plan; vests in full upon reaching age 63 if still employed (Daniel is 63), or upon death/disability; payable in 10 equal annual installments following separation, death, or disability; accounted for as a defined benefit pension plan .
Investment Implications
- Pay-for-performance alignment: Daniel’s FY24 annual bonus paid $0 as operating income failed to meet threshold; equity grants are modest and time‑vested, mitigating excessive risk-taking incentives .
- Limited insider selling pressure: No options outstanding; RSU vesting is small and scheduled (3 tranches of 800 shares each through Jan 2026), reducing mechanical exercise-driven sales risk .
- Strong alignment policies: 2× salary stock ownership guideline (compliant), anti‑hedging/pledging prohibition, NASDAQ-compliant clawback; these reduce misalignment and governance risk .
- Change-in-control economics: Double-trigger equity vesting and 1× base salary CIC multiplier for executives, plus target+average bonus and 12 months benefits, with no excise tax gross‑up; retention assured without windfall single‑trigger acceleration .
- Retirement/deferral dynamics: LTCA is vested at age 63 but payable upon separation over 10 years, which defers cash outflows and does not create near-term selling pressure; MSP deferrals can materially shape cash vs equity mix over time .