William C. Warden, Jr.
About William C. Warden, Jr.
Bassett Furniture independent director since 2004 (age 72), Warden is a private investor and former Executive Vice President, Administration at Lowe’s Companies, Inc. (1996–2003) with domain expertise in real estate, legal, loss prevention, and administrative matters relevant to retail operations . He has served as Bassett’s Lead Independent Director since 2016 with responsibilities over agendas, liaison duties, executive-session leadership, and shareholder/board matters . The Board has determined he is independent under NASDAQ rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lowe’s Companies, Inc. | EVP, Administration | 1996–2003 | Senior retail operating experience across real estate, legal, loss prevention, administration |
| Bassett Furniture (BSET) | Lead Independent Director | 2016–present | Sets agenda with Chair, liaises with committee chairs, presides over executive sessions, advises on shareholder/board matters |
| Bassett Furniture (BSET) | Audit Committee Chair (prior) | n/a (prior service) | Prior leadership of Audit; currently not chair |
| Bassett Furniture (BSET) | Organization, Compensation & Nominating (OCN) Committee Member | Current | Oversees comp risk, board composition, governance, succession/human capital oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Atrium Health Wake Forest Baptist | Vice Chair | Current | Healthcare system board leadership (non-public) |
No other public company directorships disclosed for Warden in the proxy biography (last five years) .
Board Governance
- Independence and attendance: Independent under NASDAQ; Board met 4 times in FY2024; each director attended at least 75% of Board and applicable committee meetings; all eight directors attended the last annual meeting .
- Committee structure and meetings (FY2024): Two standing committees—Audit (met 6x) and OCN (proxy shows “met 3**** times” in text) .
- Current assignments: Warden is a member of the OCN Committee; he previously chaired the Audit Committee .
- Lead Independent Director responsibilities: Agenda involvement, liaison to Chair and committee chairs, presides at executive sessions/Chair’s absence, consults on shareholder/board matters .
- Board leadership structure: Combined CEO/Chair; Board cites balance via an active Lead Independent Director and independent directors .
- Related-party oversight: Potential related-party transactions screened by General Counsel and administered by OCN; disclosed items involve certain family members of other executives/directors and a GAMCO-affiliate fund investment; no transactions involving Warden disclosed .
- Anti-hedging/pledging: Hedging and pledging of Company stock prohibited for officers and directors .
- Director stock ownership guideline: Minimum value equal to 5x prior-year annual retainer and other fees; all non-employee directors in compliance at FY2024 year-end .
Fixed Compensation
| Fiscal Year | Fees Earned or Paid in Cash ($) | Equity (Stock Awards) ($) | Total ($) |
|---|---|---|---|
| 2023 | 70,000 | 39,985 | 109,985 |
| 2024 | 70,000 | 39,995 | 109,995 |
Comp structure and roles:
- Non-employee director annual retainer: $55,000; Lead Independent Director additional retainer: $15,000; Audit Chair: +$10,000; OCN Chair: +$5,000; employee-directors receive no additional director pay .
- Warden’s $70,000 cash reflects base retainer plus Lead Independent Director premium .
Performance Compensation
Bassett’s director equity is time-vested restricted stock (no performance conditions disclosed for directors) .
| Grant Date | Award Type | Shares | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| Mar 8, 2023 | Restricted Stock | 2,159 | $18.52 per share | Vests Mar 8, 2024 |
| Mar 6, 2024 | Restricted Stock | 2,587 | $15.46 per share | Vests Mar 6, 2025 |
Other Directorships & Interlocks
| Company/Entity | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Atrium Health Wake Forest Baptist | Non-profit/health system | Vice Chair | No Bassett-related transactions disclosed |
No public company board interlocks or related-party transactions involving Warden disclosed in the proxy .
Expertise & Qualifications
- Senior retail operator with real estate, legal, loss prevention, and administrative strengths relevant to Bassett’s store base and retail operations .
- Governance leadership as Lead Independent Director with active role in agendas, executive sessions, and coordination across committees .
- Compensation/governance oversight via OCN membership spanning pay risk, board composition, succession, and human capital .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % Outstanding | Notes |
|---|---|---|---|
| William C. Warden, Jr. | 78,139 | <1% | Includes 20,000 shares in a spouse-created trust; Warden disclaims beneficial interest in those trust shares |
Alignment policies:
- Director stock ownership guideline: 5x prior-year retainer/fees; all non-employee directors compliant at FY2024 year-end .
- Anti-hedging/pledging policy applies to officers and directors; hedging/pledging prohibited .
Governance Assessment
- Strengths: Long-tenured independent director with deep retail operations background; Lead Independent Director since 2016 providing counterbalance to combined CEO/Chair model; active OCN oversight; director pay mix emphasizes equity and role-based retainers; no Warden-related related-party transactions disclosed; hedging/pledging prohibited; director ownership guideline with full compliance .
- Board activity/engagement: Board met 4x in FY2024; Audit met 6x; each director attended at least 75% of applicable meetings; full attendance at annual meeting—indicates baseline engagement, though individual attendance percentages are not disclosed .
- Compensation/governance environment: 2024 Say-on-Pay earned approximately 97% support, signaling shareholder comfort with compensation governance; Korn Ferry advises the committee with no conflicts; peer group updated to reflect market reality (e.g., replaced Kimball post-acquisition, removed Bowflex post-bankruptcy, added Sleep Number) .
- Watch items: Combined CEO/Chair remains a governance consideration, mitigated by an empowered Lead Independent Director and independent committee structure; OCN FY2024 meeting count appears as “3****” due to a text artifact—management should clarify in future disclosures for precision .
Overall signal: Warden’s profile and roles support board effectiveness and investor confidence via independent leadership, relevant retail/real estate expertise, and alignment mechanisms (ownership guideline, equity grants), with no Warden-specific conflict red flags disclosed .