Robert H. Spilman, Jr.
About Robert H. Spilman, Jr.
Robert H. Spilman, Jr. is Chairman (since 2016) and President & Chief Executive Officer (since 2000) of Bassett Furniture Industries (BSET). He has been with the company since 1984 and joined the Board in 1997; age 68 as disclosed in the 2025 proxy . Company performance in FY2024 included net sales of $329.9M and a net loss of $9.7M amid industry softness and restructuring, versus $390.1M and a $3.2M loss in FY2023, and $485.6M with $65.3M net income in FY2022 . Pay-versus-performance shows TSR falling from 124 to 116 to 112 (value of $100 investment), consistent with negative net income in 2023–2024 and no executive bonus payouts in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bassett Furniture Industries | President & COO | 1997–2000 | Led operations before elevation to CEO |
| Bassett Furniture Industries | President & CEO | 2000–present | Navigated cyclical downturns; sale of Zenith to J.B. Hunt (2022); retail optimization and e-commerce initiatives |
| Bassett Furniture Industries | Chairman | 2016–present | Combined Chair/CEO structure; long-term strategic oversight with Lead Independent Director in place |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Dominion Energy, Inc. (D) | Director | 2009–present | Large-cap utility board exposure; governance and risk oversight experience |
Fixed Compensation
| Metric | FY2023 | FY2024 |
|---|---|---|
| Base Salary ($) | $474,500 | $485,000 |
| Target Bonus (% of Salary) | 31% (FY2024 plan disclosed; FY2023 not specified) | 31% |
| Actual Bonus Paid ($) | $0 | $0 |
| Total Compensation ($) | $533,750 | $491,900 |
Notes:
- CEO base salary increased only 4.3% in aggregate from fiscal 2022 to fiscal 2025, reflecting cost control emphasis .
- No annual bonuses paid to NEOs for FY2024 due to missing threshold performance .
Performance Compensation
| Metric | Weighting | Threshold | Target | Maximum | Actual FY2024 | Payout | Vesting / Form |
|---|---|---|---|---|---|---|---|
| Company Operating Income (pre-bonus) | ≥75% for all NEOs | $2.75M | $5.5M | $10.0M | Below threshold | $0 | Annual cash incentive; none earned |
| Division Wholesale Shipments (for CSO) | Remainder for CSO | $79.2M | $88.0M | $96.8M | Below threshold | $0 | Annual cash incentive; none earned |
Additional long-term equity:
- Modest time-vesting restricted stock grants were made in 2022–2023; no grants since January 2023. Performance-based LTI last granted in 2018 and vested in 2021 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 292,386 shares (includes 16,139 held by spouse; 13,947 in trust) = 3.3% of outstanding |
| Unvested RSUs (FY-end 2024) | 3,000 shares; market value $45,690 |
| Scheduled RSU Vesting | 1,000 shares on Jan 11, 2025; 1,000 on Jan 12, 2025; 1,000 on Jan 11, 2026 |
| Stock Options | None outstanding (exercisable/unexercisable 0/0) |
| Stock Ownership Guidelines | CEO 4x base salary; all NEOs in compliance |
| Hedging/Pledging Policy | Hedging and pledging prohibited for officers and directors |
| Shares Outstanding (record date) | 8,788,356 (Jan 23, 2025) |
FY2024 vested stock:
- 2,000 shares vested; value realized $31,130 .
Employment Terms
| Provision | Terms |
|---|---|
| Severance Program (involuntary termination without cause) | President/CEO: monthly cash based on salary × 0.25 × years of service; max payout = 2× base salary + avg bonus + prorated bonus; 18-month severance period; continued health coverage; outplacement up to 6 months/$15,000 |
| Employment Continuity (Change-in-Control) | Lump sum = 2× “required base salary” (higher of pre/post-CIC base); plus target bonus + average bonus for prior 3 years; 18 months health coverage; lump sum present value of life/LTD; outplacement 6 months/$15,000; double-trigger equity vesting unless awards not assumed |
| Equity Acceleration | Double-trigger only within two years post-CIC (termination without cause or for good reason), unless awards not assumed |
| Clawback | 3-year non-fault recovery of erroneously awarded incentive comp upon required restatement per NASDAQ rules (Oct 2023 update) |
| Deferred Compensation | Executive Deferred Compensation Plan; Mr. Spilman deferred portions of 1985–1989 comp |
| Supplemental Retirement Plan (SERP) | Lifetime monthly payments equal to 65% of final average compensation, reduced by offsets; pre/post-retirement death benefits; immediate vesting/payment upon termination resulting from change of control; CEO is only remaining employee participant |
| Non-solicit | One-year non-solicitation covenant required to receive severance/continuity benefits |
Board Governance
- Board service: Director since 1997; Chairman since 2016; combined Chair/CEO structure with Lead Independent Director (William C. Warden, Jr.) providing counterbalance (agenda, liaison, executive session presiding) .
- Board independence: 7 of 8 directors independent; Spilman is not independent as CEO/Chair .
- Committees: Audit (Cashman chair; Battle, Belk, McDowell); Organization, Compensation & Nominating (Wampler chair; Hamlet; Warden). Spilman is not listed as a committee member .
- Meetings/attendance: Board met 4 times in FY2024; each director attended at least 75% of Board and committee meetings; all eight attended the annual meeting .
- Director compensation: Employee directors receive no additional director pay; non-employee director annual retainer $55k plus chair/lead fees; $40k restricted stock grant vesting in one year .
Director Compensation (non-employee benchmarks)
| Director Cash Retainer ($) | Chair/Lead Adders ($) | Stock Award (shares/$) |
|---|---|---|
| $55,000; Lead +$15,000; Audit Chair +$10,000; OCN Chair +$5,000 | As noted | 2,587 restricted shares at $15.46 grant-date fair value ($39,995); one-year vest |
Note: Employee directors (including Mr. Spilman) receive no director compensation .
Compensation Peer Group (for benchmarking)
- 2024 peer group included: American Woodmark, Culp, Ethan Allen Interiors, Flexsteel Industries, Haverty Furniture, Hooker Furnishings, Kirkland’s, La-Z-Boy, Lovesac, Sleep Number, Purple Innovation; Sleep Number added; Kimball International removed (acquired); Bowflex removed (bankruptcy) .
- Korn Ferry serves as independent compensation consultant; no conflicts; CEO and NEO total direct compensation below 25th percentile vs peers in 2023 analysis .
Say-on-Pay & Shareholder Feedback
| Year | Say-on-Pay Approval |
|---|---|
| 2024 | ~97% approval |
Related Party Transactions
- Daughter (Anne Spilman): $171,273 (2023) and $147,847 (2024) in salary, restricted stock and benefits .
- Son (Robert H. Spilman III): $164,920 (2023) and $168,025 (2024) in salary, restricted stock and benefits .
- Process: Reviewed/approved under related-party policy; Audit/OCN oversight .
- Company invested $10M in Gabelli U.S. Treasury Money Market Fund (affiliate of 5%+ holder GAMCO) in 2023, approved under policy .
Performance & Track Record
| Metric | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Net Sales ($M) | $485.6 | $390.1 | $329.9 |
| Net Income (Loss) ($M) | $65.3 | $(3.2) | $(9.7) |
| TSR ($ value of $100) | $124 | $116 | $112 |
Highlights and execution themes:
- Divested Zenith logistics to J.B. Hunt in 2022 (pre-tax gain $52.5M); continued use of J.B. Hunt services .
- Acquired Noa Home in 2022; wound down in 2024 with impairments; refocused on core wholesale/retail .
- 2024 cybersecurity incident remediated; estimated $1–$2M sales lost; costs largely immaterial and insurance claim pending .
- Retail gross margin strength, but deleveraging on lower volumes; warehouse consolidation and store refurbishment underway .
Compensation Structure Analysis
- Mix shifts: Since 2021, equity awards have been modest time-vested RS (10%–16.5% of salary) vs earlier performance-based LTIs (last granted 2018) . This reduces at-risk performance linkage.
- Pay-for-performance: Annual bonus thresholds tied to operating income and sales; none paid in 2024, reflecting alignment with weak results .
- Guaranteed vs at-risk: CEO salary growth minimal (+4.3% aggregate 2022–2025), but limited recent performance LTI use increases reliance on fixed pay .
- Governance safeguards: Double-trigger CIC equity; no excise tax gross-ups; updated clawback; anti-hedging/pledging; ownership guidelines (CEO 4x salary) and compliance .
Vesting Schedules and Insider Selling Pressure
| Instrument | Quantity | Vesting Dates | 2024 Activity |
|---|---|---|---|
| RSUs (unvested) | 3,000 | 1,000 each on Jan 11, 2025; Jan 12, 2025; Jan 11, 2026 | 2,000 shares vested; $31,130 realized |
| Options | None | — | None |
Signals:
- No options outstanding; modest RSU overhang suggests limited forced selling risk. Anti-pledging policy mitigates collateral-driven selling . No bonus and depressed TSR reduce near-term selling incentives; consider monitoring Form 4s for any discretionary sales (not disclosed in proxy).
Board Service History and Dual-Role Implications
- Combined Chair/CEO since 2016; Board explicitly recognizes benefits of experience; mitigated by Lead Independent Director role and majority independent board .
- Committee independence: Audit and OCN fully independent; Spilman not on committees .
- Independence concerns: Standard governance caution for combined roles; however, presence of LID, executive sessions, and independent committees provide checks .
Equity Ownership Guidelines and Alignment
- CEO required 4x salary; in compliance; hedging/pledging prohibited . Beneficial ownership at 3.3% indicates meaningful alignment with shareholders .
Employment Continuity Economics (Change in Control)
| Component | CEO Terms |
|---|---|
| Cash Severance | 2× required base salary |
| Bonus | Target bonus + average of last 3 years |
| Benefits | Health coverage 18 months; life/LTD present value lump sum; outplacement 6 months/$15k |
| Equity | Double-trigger vesting (or single if awards not assumed) |
| Triggers | Termination without cause or resignation for good reason within two years after CIC (or within 90 days for good reason) |
Investment Implications
- Incentive alignment: Annual cash incentive rigor (operating income thresholds) produced zero payouts in 2024, supporting pay-for-performance; however, shift toward time-vested RS since 2022 reduces long-term performance linkage. Watch for future reintroduction of performance-based LTIs to strengthen alignment .
- Retention risk: SERP and CIC protections, plus ownership and deferred comp, provide strong retention levers for the CEO; limited equity overhang suggests low forced selling pressure .
- Governance: Combined Chair/CEO mitigated by strong LID and independent committees; say-on-pay support (97%) indicates shareholder acceptance of the program despite industry headwinds .
- Trading signals: No bonus, negative TSR, and restructuring charges point to near-term execution risk; monitor margin improvement initiatives (warehouse consolidation, e-commerce optimization) and wholesale backlog trends for signs of turnaround. Cyber remediation largely complete; insurance recovery pending . Related-party employment of family members is disclosed and approved, but represents a modest governance flag to monitor .