Virginia W. Hamlet
About Virginia W. Hamlet
Independent director at Bassett Furniture Industries since 2018; age 62. Founder and owner of Hamlet Vineyards and Hamlet Kitchen; former Director of the Harvest Foundation. Independent under NASDAQ rules; attends at least 75% of Board/committee meetings; Board met 4 times in FY2024. Core credentials: entrepreneurial and marketing background; retail and online sales experience; residential/commercial architectural design; community leadership.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Harvest Foundation | Director | Not disclosed | Civic leadership; philanthropic governance. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Hamlet Vineyards | Founder & Owner | Not disclosed | Entrepreneurial operator; retail/marketing experience. |
| Hamlet Kitchen | Founder & Owner | Not disclosed | Retail/online sales expertise. |
Board Governance
- Independence: The Board determined Hamlet is independent under NASDAQ standards.
- Committees: Member, Organization, Compensation and Nominating (OCN) Committee; OCN met 3 times in FY2024; Audit Committee met 6 times.
- Chair roles: Not a chair; OCN Committee chaired by Hon. Sen. Wampler; Audit Committee chaired by Kristina Cashman.
- Attendance: Each director attended at least 75% of Board and committee meetings; all eight directors attended the 2024 annual meeting. Board met 4 times.
- Board leadership: Combined Chair/CEO (Robert H. Spilman, Jr.); Lead Independent Director is William C. Warden, Jr., who presides over executive sessions and liaises between Chair and Board.
- Risk oversight: OCN oversees compensation risk, governance, board composition and human capital; Audit oversees financial reporting, controls, cyber, legal/regulatory compliance.
Fixed Compensation
| Year | Cash Retainer ($) | Committee Chair Fees ($) | Lead Independent Fee ($) | Total Cash ($) |
|---|---|---|---|---|
| 2024 | 55,000 | 0 (not a chair) | 0 (not Lead Director) | 55,000 |
Standard director cash retainer is $55,000; additional fees only for Lead Independent ($15k), Audit Chair ($10k), OCN Chair ($5k).
Performance Compensation
| Grant Date | Instrument | Shares (#) | Grant Date Fair Value ($) | Grant Price ($/sh) | Vesting | Performance Metrics |
|---|---|---|---|---|---|---|
| Mar 6, 2024 | Restricted Stock | 2,587 | 39,995 | 15.46 | Vests Mar 6, 2025 | None (time-vested only) |
Director equity is time-based restricted stock; no options or performance-conditioned awards disclosed for directors.
Other Directorships & Interlocks
| Company/Entity | Type | Role | Public Company? | Interlocks/Conflicts |
|---|---|---|---|---|
| None disclosed | — | — | — | No public company boards disclosed. |
| Harvest Foundation | Non-profit | Former Director | No | No supplier/customer interlock noted. |
Expertise & Qualifications
| Area | Evidence |
|---|---|
| Entrepreneurship | Founder/owner, Hamlet Vineyards and Hamlet Kitchen. |
| Marketing & Retail | Retail and online sales experience; entrepreneurial marketing background. |
| Design/Operations | Residential/commercial architectural design experience. |
| Civic Leadership | Community leadership via Harvest Foundation. |
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % Outstanding | Record Date | Ownership Guideline Compliance |
|---|---|---|---|---|
| Virginia W. Hamlet | 15,120 | <1% | Jan 23, 2025 | Directors must hold ≥5x prior-year cash fees; all non-employee directors are in compliance. |
| Shares Outstanding | 8,788,356 | — | Jan 23, 2025 | Anti-hedging and anti-pledging policy applies to officers and directors. |
Governance Assessment
- Committee influence: Hamlet serves on the OCN Committee, which controls executive pay policies, peer selection, board composition, and succession—key levers for governance quality; OCN met 3 times in FY2024, indicating ongoing oversight.
- Independence & engagement: Independent director with at least 75% attendance; Board met 4 times; full attendance at the annual meeting—acceptable engagement baseline.
- Compensation alignment: Director pay mix balanced between cash retainer ($55k) and modest time-vested equity ($39,995; 2,587 shares), supporting alignment without excessive risk; directors prohibited from hedging/pledging.
- Ownership alignment: Beneficial ownership of 15,120 shares and compliance with stringent 5x-fees stock ownership guideline; enhances alignment with shareholders.
- Conflicts/Related-party exposure: Proxy discloses related-party employment of family members of other directors and an investment in a fund affiliated with a 5% holder; no related-party transactions involving Hamlet disclosed.
- Shareholder signals: Prior year say-on-pay passed with ~97% support, indicating broad investor acceptance of compensation governance.
RED FLAGS: None disclosed for Hamlet (no attendance issues, no RPTs, no hedging/pledging, no chair-level fee changes). Broader company RPTs exist (family employment; investment with 5% holder) but not tied to Hamlet.