William C. Wampler, Jr. - Director | BASSETT FURNITURE INDUSTRIES (BSET) Executive Profile & Compensation

About William C. Wampler, Jr.

Independent director at Bassett Furniture Industries (BSET) since 2004; age 65. Background includes Managing Member of Wampler Consulting Group, LLC (since 1995) and WSWRS, LLC (since 2017), Executive Director of New College Institute (2012–2015), 24 years in the Senate of the Commonwealth of Virginia (1988–2012) as former ranking member of his party’s Finance Committee, and retired Colonel, U.S. Army Reserve. The Board has determined he is independent under NASDAQ rules; the Board met four times in fiscal 2024 and each director attended at least 75% of meetings, with all attending the 2024 annual meeting.

Past Roles

Organization	Role	Tenure	Committees/Impact
Wampler Consulting Group, LLC	Managing Member	1995–present	Leadership and consensus-building experience applied to budgeting and finance
WSWRS, LLC	Managing Member	2017–present	Business leadership
New College Institute	Executive Director	2012–2015	Public education leadership
Senate of the Commonwealth of Virginia	Member	1988–2012	Former ranking member of Finance Committee for his party
U.S. Army Reserve	Retired Colonel	N/A	Military leadership credentials

External Roles

Organization	Role	Tenure	Committees/Impact
None disclosed (public company directorships in past five years)	—	—	—

Board Governance

Independence: Wampler is independent under NASDAQ listing standards.
Committees: Chair of the Organization, Compensation and Nominating (OCN) Committee; members include Warden, Hamlet, and Wampler (chair). OCN met 3 times in fiscal 2024.
Audit Committee: Battle, Cashman (chair), Belk, McDowell; Wampler is not a member. Audit met 6 times in fiscal 2024.
Board leadership: Chairman & CEO is Robert H. Spilman, Jr.; Lead Independent Director is William C. Warden, Jr.
Attendance: Board met 4 times in fiscal 2024; each director attended at least 75% of Board and committee meetings; all 8 directors attended last year’s annual meeting.
OCN scope includes executive compensation oversight, board composition and nominations, corporate governance, and succession planning; also oversees human capital, D&I reporting.

Fixed Compensation

Component	Amount ($)	Notes
Annual cash retainer	55,000	Non-employee director retainer
Committee chair retainer (OCN)	5,000	OCN chair additional retainer
Lead Independent Director retainer	N/A	Applies to Lead Independent Director (Warden), not Wampler
Meeting fees	Not disclosed	No meeting fees policy disclosed
Total cash fees (FY2024)	60,000	Fees earned/paid in cash for Wampler

Performance Compensation

Grant Date	Instrument	Shares (#)	Grant-Date Fair Value ($)	Vesting Schedule
March 6, 2024	Restricted Stock	2,587	39,995	Vests on March 6, 2025

Director equity program: Annual grant of $40,000 in restricted stock to non-employee directors following the 2024 annual meeting.
Stock ownership guidelines: Non-employee directors must hold Company stock valued at least five times prior-year retainer/fees; all non-employee directors are in compliance as of fiscal 2024.

Other Directorships & Interlocks

Category	Detail
Current public company boards	None disclosed for Wampler (past five years)
Compensation consultant	Korn Ferry advises the OCN Committee; Committee determined no conflicts of interest; peer group utilized for benchmarking.

Expertise & Qualifications

Legislative finance and budget oversight experience from service in the Virginia Senate (ranking member of Finance Committee for his party).
Leadership and consensus-building background across public sector and consulting roles; aligns with OCN chair responsibilities overseeing exec pay, governance, nominations, and succession.
Military leadership (retired Colonel, U.S. Army Reserve).

Equity Ownership

Holder	Beneficial Ownership (Shares)	% of Outstanding	As of Date
William C. Wampler, Jr.	25,507	Less than 1%	Jan 23, 2025
Shares Outstanding	8,788,356	—	Jan 23, 2025
Unvested Director RS Grant (2024)	2,587	—	Vests Mar 6, 2025
Ownership Guidelines Compliance	In compliance	—	Fiscal 2024
Hedging/Pledging	Prohibited for officers and directors	—	Policy updated Oct 2023

Governance Assessment

Strengths:
- Independent director with long tenure (since 2004) and consistent engagement; Board and committee attendance thresholds met.
- OCN chair role provides oversight of executive compensation, board composition, and governance; supported by independent consultant (Korn Ferry) with no conflicts reported.
- Pay alignment: director compensation combines modest cash retainer with time-vested equity; stock ownership guidelines at 5× prior-year fees with compliance reported; hedging and pledging prohibited.
- Shareholder support: 2024 say-on-pay received ~97% approval, indicating broad investor endorsement of pay practices.
Watchpoints:
- Scope concentration: OCN Committee’s remit covers both compensation and nominations (board composition), with Wampler as chair—this consolidates influence over pay and director slate; governance processes and use of independent consultants mitigate risk.
- Related-party environment: Company disclosed investment in a fund affiliated with a 5%+ shareholder and family employment relationships; none involve Wampler, but OCN/CN oversight approved these under policy.
RED FLAGS

No related-party transactions or pledging/hedging disclosures involving Wampler; anti-hedging/pledging policy in place; no tax gross-ups; director equity is time-vested (no option repricing or performance metric dilution disclosed).
Additional context:
- Lead Independent Director role is separate (Warden), with executive session leadership and liaison functions; provides balance with combined Chair/CEO structure.
- Audit Committee designated financial experts; Wampler not on Audit, limiting direct financial reporting oversight in his portfolio.

SAY-ON-PAY & SHAREHOLDER FEEDBACK

2024 say-on-pay approval ~97%; Committee maintained modest base salary changes and limited equity grants in recent years, aligning with industry conditions.