John E. Bassett, III
About John E. Bassett, III
Senior Vice President and Chief Operations Officer at Bassett Furniture Industries (BSET) and one of the company’s named executive officers (NEOs) in recent proxy statements . Total beneficial ownership reported at 52,663 shares as of January 23, 2025 (less than 1% of outstanding) with 8,788,356 shares outstanding on that date . Company performance over the last three fiscal years shows declining revenue and EBITDA alongside softening TSR: revenues fell from $485.6M in FY2022 to $329.9M in FY2024, EBITDA declined from $39.8M to $1.4M*, and Pay-vs-Performance TSR values moved from 124 (FY2022) to 112 (FY2024) (revenues) .
*Values retrieved from S&P Global.
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % of Salary | Actual Bonus ($) | Notes |
|---|---|---|---|---|
| FY2024 | 286,250 | 26% target; 13% threshold; 60% max | 0 | No FY2024 bonuses paid (operating income below threshold) |
| FY2023 | 276,250 | 29% target; 14% threshold; 72% max | 0 | No FY2023 bonuses paid (all measures below thresholds) |
| FY2022 | 268,333 | 46% target; 23% threshold; 81% max | 217,750 | FY2022 bonuses paid at maximum (operating income and net sales exceeded max goals) |
Perquisites were modest: “No named executive officer received personal benefits in excess of $10,000” in FY2024 and FY2023 .
Performance Compensation
Annual Incentive Plan – Metrics, Targets, and Payouts
| Year | Metric | Weighting | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|---|---|
| FY2024 | Company Operating Income | ≥75% | $2.75M | $5.5M | $10.0M | Below threshold | 0% |
| FY2023 | Company Operating Income | ≥75% | $13.1M | $17.4M | $24.4M | Below threshold | 0% |
| FY2023 | Wood Division Operating Income (Bassett) | ≤25% | $10.7M | $14.2M | $16.3M | Below threshold | 0% |
Equity Awards and Vesting
- Last executive equity grants were time-vested restricted stock awards in January 2022 and January 2023; no grants since January 2023 .
- 2023 grant: 2,400 shares RS to Bassett on 1/11/2023 (grant date fair value $42,120), vesting ratably over three years .
- 2022 grant: 2,400 shares RS on 1/12/2022 (grant date fair value $37,968), vesting ratably over three years .
| As of | Unvested RS (#) | Vesting Schedule | Shares Vested in FY | Value Realized ($) |
|---|---|---|---|---|
| FY2024 YE | 2,400 | 800 on Jan 11, 2025; 800 on Jan 12, 2025 | 1,600 in FY2024 | 24,904 |
| FY2023 YE | 4,000 | 800 on Jan 11, 2024; 800 on Jan 12, 2024; 800 on Jan 11, 2025; 800 on Jan 12, 2025 | 800 in FY2023 | 14,520 |
| FY2022 YE | 2,400 | 800 each on Jan 12, 2023, 2024, 2025 | – | – |
Stock options: none outstanding for Bassett in FY2024, FY2023, FY2022 .
Equity Ownership & Alignment
| Date (Record) | Beneficial Ownership (Shares) | Shares Outstanding | Ownership % |
|---|---|---|---|
| Jan 23, 2025 | 52,663 | 8,788,356 | ~0.6% (calculated from ) |
| Jan 18, 2024 | 52,233 | 8,817,298 | ~0.6% (calculated from ) |
| Jan 19, 2023 | 50,712 | 8,950,068 | ~0.6% (calculated from ) |
- Unvested restricted stock held at FY2024 year-end: 2,400 shares .
- Stock ownership guidelines: Senior Vice President = 2x base salary; all NEOs are in compliance .
- Anti-hedging/pledging: Officers/directors prohibited from hedging and pledging company stock .
Note: Two RS tranches (800 each) scheduled to vest in January 2025 may incrementally increase potential insider selling liquidity upon vesting .
Employment Terms
| Program | Key Economics | Triggers/Terms | Notes |
|---|---|---|---|
| Severance Program (SVP level) | Cash up to 1x base salary + average bonus + prorated bonus; 12 months health coverage; 3 months outplacement up to $7,500 | Termination by Company without cause (non‑CoC) | Benefits cease if executive joins a competitor |
| Employment Continuity Agreement (Change-in-Control) | Lump sum = 1x “required base salary” + most recent target bonus + 3‑year average bonus; 12 months health; life/LTD PV; 3 months outplacement ($7,500 cap) | Double trigger: termination without cause or resignation for good reason within 2 years after CoC | Equity vests only on double trigger unless not assumed |
| Equity Vesting on CoC | No single-trigger acceleration; “double trigger” applies for options/RS | Qualifying termination within 2 years post-CoC | 2021 Stock Incentive Plan |
| Clawback | Non-fault recovery of erroneously awarded incentive-based comp for covered officers for 3 years preceding an accounting restatement | Adopted to comply with NASDAQ rules (Oct 2023) | Policy posted on company website |
| Deferred Comp | Management Savings Plan (up to 75% salary and 100% bonus deferrals); employer contributions vesting rules; distributions per plan | Account-based with deemed investments | Bassett had $70,150 exec contrib., $13,500 employer contrib., and $272,004 aggregate balance in FY2022 |
| Long-Term Cash Award (2017) | $400,000 award under Management Savings Plan; vests at/after age 63 or earlier upon death/disability | Paid in 10 annual installments post-termination | Granted to Bassett, Daniel, Cohenour |
No excise tax gross-up under severance or change-in-control arrangements .
Compensation Committee, Peer Group, and Say‑on‑Pay
- Organization, Compensation and Nominating (OCN) Committee: W.C. Wampler, Jr. (Chair), V.W. Hamlet, W.C. Warden, Jr. .
- Independent consultant: Korn Ferry; no conflicts noted .
- 2024 Peer Group included: American Woodmark, Culp, Ethan Allen Interiors, Flexsteel Industries, Haverty Furniture, Hooker Furnishings, Kirkland’s, La‑Z‑Boy, Lovesac, Sleep Number (added), Purple Innovation; Kimball International removed (acquired); Bowflex removed (bankruptcy) .
- Say‑on‑Pay support: ~97% in 2024 ; ~96% in 2023 ; ~98% in 2022 .
Related Party Transactions
- A son (Tyler Bassett) of John E. Bassett, III was an employee: $168,636 (salary, restricted stock and benefits) in 2023; $161,522 (salary and benefits) in 2024. Approved under related party policy by OCN Committee .
- Prior disclosure: $210,397 in 2022 and $168,636 in 2023 (salary, non‑equity incentive, restricted stock and benefits) .
Performance & Track Record
Company-level outcomes during Bassett’s recent NEO tenure:
- Pay-versus-Performance TSR (value of initial $100 investment): 124 (FY2022), 116 (FY2023), 112 (FY2024) .
- Revenues and EBITDA trend:
| Metric | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Revenues ($) | 485,601,000 | 390,136,000 | 329,923,000 |
| EBITDA ($) | 39,824,000* | 10,906,000* | 1,376,000* |
*Values retrieved from S&P Global.
Context: FY2023–FY2024 annual bonuses paid at zero due to performance below thresholds, indicating strong pay-for-performance linkage in weak industry conditions .
Compensation Structure Analysis
- Cash vs. equity mix: 2022 paid maximum annual bonus; 2023–2024 no annual bonuses as thresholds were not met .
- Shift to time-vested RSUs: Last performance-based long-term awards were in 2018; modest time-vested RS grants occurred in 2022 and 2023 to support retention; no grants since Jan 2023 .
- At‑risk pay calibration: FY2023 target bonus at 29% of salary (max 72%); FY2024 target at 26% (max 60%), with ≥75% weighting on operating income, reinforcing operating leverage focus .
- Governance safeguards: Double-trigger equity vesting, clawback policy, anti-hedging/pledging, no excise tax gross-ups .
Equity Ownership Details (Granular)
- Unvested RS supply: 2,400 unvested shares at FY2024 YE; 1,600 shares scheduled to vest in Jan 2025 (two 800-share tranches) .
- No options outstanding (no embedded option-driven selling pressure) .
- Ownership guidelines: As SVP, required to hold 2x base salary in stock; Bassett is in compliance .
Investment Implications
- Pay-for-performance alignment is credible: zero cash bonuses in FY2023–FY2024 and heavy weighting to operating income indicate compensation flexes down when results deteriorate .
- Retention vs. performance trade-off: Time-vested RS awards (2022–2023) support retention but dilute performance sensitivity vs. performance shares; absence of new grants since Jan 2023 tempers incremental overhang .
- Near-term supply watch: 1,600 RS shares scheduled to vest in January 2025 could add modest insider selling liquidity, though no pledging/hedging is permitted .
- Downcycle execution risk: Company revenues and EBITDA have compressed materially since FY2022 while TSR softened, framing execution risk for operations leadership; however, governance mitigants (clawback, double‑trigger CoC, no gross‑ups) limit shareholder‑unfriendly outcomes .