James E. Goergen
About James E. Goergen
Independent director of Bassett Furniture Industries (BSET), elected by the Board on July 16, 2025 to serve beginning July 22, 2025 through the 2026 Annual Meeting (and thereafter if re‑elected). The Board determined he is an independent outside director; committee assignment was not yet determined at election. He holds an undergraduate degree in Finance and Economics from the University of Southern Indiana and has 20+ years of C‑suite experience (CEO/CFO) in commercial and residential furniture, with expertise in mergers and acquisitions, private equity, global sourcing, technology, and strategic planning .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Commercial & residential furniture companies (various) | CEO and CFO | 20+ years of C‑level experience | Led strategy; M&A; global sourcing; technology; strategic planning |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Not disclosed in BSET filings | — | — | No other public company directorships disclosed in the 8‑K announcing his appointment |
Board Governance
- Independence: Board determined Mr. Goergen is an independent outside director .
- Committee assignment: “not yet determined” at time of election .
- Board structure: 8 directors; committees are Audit and Organization, Compensation & Nominating (OCN). Audit Committee members: Cashman (Chair), Battle, Belk, McDowell; OCN Committee members: Warden, Hamlet, Wampler (Chair) .
- Lead Independent Director: William C. Warden, Jr., serving since 2016, with defined responsibilities in agenda, liaison, executive sessions .
- Attendance baseline: In FY2024, the Board met 4 times; each director attended at least 75% of Board and committee meetings; all nominees attended the prior annual meeting .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Annual retainer (non‑employee director) | 55,000 | Director cash retainer policy |
| Lead Independent Director retainer | 15,000 | Additional cash retainer for Lead Independent Director |
| Audit Committee Chair retainer | 10,000 | Additional cash retainer for Audit Chair |
| OCN Committee Chair retainer | 5,000 | Additional cash retainer for OCN Chair |
| Goergen pro‑rated retainer | Pro‑rated | Paid pro‑rated per policy upon July 2025 appointment |
Director cash compensation actually paid in FY2024 (context): Cash fees ranged $55,000–$70,000 per director depending on chair/lead roles .
Performance Compensation
| Equity Component | Grant Date | Shares | Grant‑Date Fair Value ($/sh) | Vest Date |
|---|---|---|---|---|
| Restricted stock (non‑employee directors, annual grant) | Mar 6, 2024 | 2,587 | 15.46 | Mar 6, 2025 |
Policy: Each non‑employee director received ~$40,000 in restricted stock following the 2024 Annual Meeting; directors who are employees receive no additional compensation . Goergen’s 8‑K does not disclose a specific equity grant at appointment; only a pro‑rated cash retainer per policy .
Other Directorships & Interlocks
| Company | Role | Shared relationships | Notes |
|---|---|---|---|
| Not disclosed | — | — | No related‑party transactions involving Mr. Goergen requiring Item 404(a) disclosure; no arrangements/understandings for his selection . |
Expertise & Qualifications
- Finance and Economics undergraduate degree; certified financial analyst career foundation .
- Decades of executive experience across interior design, sourcing, technology; deep exposure to M&A, private equity, global sourcing, strategic planning .
- Brings direct industry experience to strategy and operational execution, per CEO statement welcoming his appointment .
Equity Ownership
| Item | Status | Notes |
|---|---|---|
| Beneficial ownership (shares) | Not disclosed | Not included in Jan 23, 2025 director ownership table; appointed mid‑2025 |
| Director stock ownership guideline | 5x prior year cash fees | Directors should hold common stock equal to ≥5× prior‑year retainer and fees; all non‑employee directors were in compliance as of FY2024 close (Goergen subject to guideline prospectively) |
| Anti‑hedging and pledging | Prohibited | Company prohibits hedging and pledging by officers and directors |
Related‑Party & Conflicts Review
- No Item 404(a) related‑party transactions disclosed for Goergen; no arrangements/understandings exist for selection .
- Company maintains a related‑party transaction policy administered by the OCN Committee; approvals only if in stockholders’ best interests .
- Baseline related‑party context (others): Family employment for certain executives/directors disclosed and approved; investment in a fund affiliated with a 5% holder disclosed. None involve Goergen .
Say‑on‑Pay & Shareholder Feedback (Context)
| Proposal | Votes For | Votes Against | Votes Abstain | Broker Non‑Vote |
|---|---|---|---|---|
| Approval of officer compensation (2025) | 5,155,674 | 80,494 | 65,274 | 2,042,785 |
Prior support: ~97% of votes cast supported say‑on‑pay at the 2024 Annual Meeting (proxy CD&A) .
Governance Assessment
- Positive signals: Independence affirmed; no related‑party exposure; subject to stringent anti‑hedging/pledging and stock ownership guidelines; skills complement Audit/OCN oversight focus (finance, sourcing, technology) .
- Open items: Committee assignment pending as of appointment; no ownership/insider filing detail in company documents reviewed; attendance metrics not yet applicable given mid‑2025 appointment .
- Compensation alignment: Pro‑rated cash retainer under a modest director pay framework; equity grants are time‑vested restricted stock sized at ~$40k, supporting alignment without excessive risk .
No RED FLAGS identified specific to Goergen in company filings reviewed (no 404(a) transactions, no hedging/pledging, independence confirmed) .