Amy Phillips
About Amy Phillips
Executive Vice President, Retail Division at Ethan Allen Interiors Inc. (ETD); named executive officer (NEO) in FY 2022–FY 2025, with compensation tied to company net sales, adjusted operating income, and long‑term PSUs linked to sales growth, ROE, and relative TSR . FY 2025 company performance context: consolidated net sales $614.6M (−4.9% YoY), adjusted operating margin 10.2% (vs. 12.1% prior year), adjusted diluted EPS $2.04; strong operating cash flow ($61.7M) and robust balance sheet . Pay design emphasizes pay‑for‑performance with majority of variable components driven by these financial measures .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ethan Allen Interiors Inc. (ETD) | Executive Vice President, Retail Division | NEO in FY 2022–FY 2025 | Annual incentive tied to net sales (60%) and adjusted operating income (40%); long‑term PSUs tied to sales growth, ROE, and 3‑yr TSR, reinforcing top‑ and bottom‑line execution |
Fixed Compensation
Base salary remained market‑competitive and flat in FY 2025; retirement plan contributions only perquisites applicable to NEOs besides CEO.
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | $410,100 | $492,356 | $500,000 |
| Retirement Plan Contribution ($) | $2,379 | $2,577 | $2,664 |
FY 2025 target annual incentive details (cash):
- Target as % of base salary: 30%
- Target amount: $150,000
- Actual payout: $135,300 (27% of base)
Perquisites and policies:
- NEOs (other than CEO) received no perquisites in FY 2025; CEO had car and life insurance benefits only .
- Robust clawback policy for erroneously awarded compensation (cash or equity) in case of restatement .
- Insider Trading Policy requires pre‑clearance and prohibits hedging/pledging and margin accounts .
Performance Compensation
Annual non‑equity incentive plan (FY 2025):
| Metric | Weight | Target | Actual | Payout on Metric | Overall Payout vs Target |
|---|---|---|---|---|---|
| Net Sales ($M) | 60% | 635.0 | 614.6 | 87% | 90.2% |
| Adjusted Operating Income ($M) | 40% | 64.7 | 62.9 | 95% | 90.2% |
| Individual (Amy Phillips) Cash Incentive ($) | — | 150.0 | 135.3 | — | 27% of base |
Long‑term equity incentives (granted FY 2025):
- PSUs: 3‑yr cliff vest (measurement ending 6/30/2027). Metrics and weights: Sales Growth 40% (FY25/FY26/FY27 weights 20%/12%/8%), ROE 40% (20%/12%/8%), 3‑yr TSR 20% (all weight in FY27) . Amy Phillips PSU grant: Threshold $93,014 (4,034 units), Target $150,011 (6,506 units), Maximum $206,985 (8,977 units); Target grant ≈30% of base salary .
- RSUs: service‑based, vest ratably over 3 years from 8/7/2025; grant $100,006 (4,160 units) .
Results of prior LTIs (FY 2023 grant, performance period ended 6/30/2025):
| Name | Target Units | Actual Vested Units | % Vested |
|---|---|---|---|
| Amy Phillips | 3,937 | 2,786 | 71% |
- Relative TSR for the 3‑yr period ranked at 67th percentile, driving 117% payout on market‑based award component .
Stock vested and realized (FY 2025):
| Metric | Shares Vested (#) | Value Realized ($) |
|---|---|---|
| Amy Phillips | 2,728 | $81,957 |
Equity Ownership & Alignment
Beneficial ownership (as of 9/12/2025):
| Holder | Shares Owned Directly/Indirectly (#) | Rights to Acquire within 60 Days (#) | Total Beneficially Owned (#) |
|---|---|---|---|
| Amy Phillips | 7,897 | — | 7,897 |
Outstanding equity awards at FYE 2025 (Amy Phillips) – vesting and measurement detail:
| Grant Date | Award Type | Unvested/Unearned Units (#) | Market/Payout Value ($) | Vesting / Measurement |
|---|---|---|---|---|
| 8/10/2021 | RSU | 1,000 | $27,850 | 4‑yr ratable from 8/10/2022 |
| 8/9/2022 | RSU | 2,786 | $77,590 | 3‑yr ratable from 8/9/2023 |
| 8/9/2022 | PSU (component) | 561 | $15,624 | Issued post measurement; table shows unearned at max/threshold per SEC rules |
| 8/8/2023 | PSU (component) | 3,372 | $93,910 | 3‑yr performance to 6/30/2026 (threshold basis) |
| 8/8/2023 | PSU (component) | 2,333 | $64,974 | 3‑yr performance to 6/30/2026 (threshold basis) |
| 8/7/2024 | PSU (component) | 4,034 | $112,347 | 3‑yr performance to 6/30/2027 (threshold basis) |
| 8/7/2024 | RSU | 4,160 | $115,856 | 3‑yr ratable from 8/7/2025 |
- Market values use closing price $27.85 at 6/30/2025 .
Ownership alignment policies:
- Stock ownership guidelines: CEO 5× salary; other executive officers 2× salary; pledged shares excluded; unearned PSUs and unvested options excluded; 1‑year holding period applies .
- Anti‑hedging and anti‑pledging policies restrict short sales, derivatives, margin purchases/accounts for directors/officers .
- Insider Trading Policy requires pre‑clearance; trading only during scheduled open windows .
Employment Terms
Change‑of‑Control Severance Plan (non‑CEO NEOs, including Amy Phillips): double‑trigger (CIC plus termination within 2 years, without cause or for good reason); no tax gross‑ups; benefits reduced to maximize after‑tax proceeds; includes cash severance, pro‑rated bonus, immediate vesting of unvested RSUs, and PSUs vesting at target; non‑solicit, non‑disparagement, confidentiality apply .
Potential payments upon change in control (Amy Phillips):
| Component | Amount ($) |
|---|---|
| Salary | $500,000 |
| Bonus (avg of prior 3 years) | $117,771 |
| RSUs (accelerated vesting) | $224,304 |
| PSUs (vest at target) | $442,314 |
Other governance and policies:
- Clawback policy for erroneous awards on restatements .
- No related‑party transactions requiring disclosure since start of FY 2025 .
- Compensation Committee comprised of independent directors; report included in proxy .
Investment Implications
- Alignment: Cash incentive tied to consolidated net sales and adjusted operating income with a 90.2% payout in FY 2025, and LTIs weighted to sales growth, ROE, and relative TSR; this structure aligns retail execution with shareholder value drivers while balancing top and bottom‑line performance .
- Vesting/Sell Pressure: No option exercises; modest FY 2025 RSU/PSU vesting realized $81,957 suggests limited near‑term selling pressure from equity vesting; anti‑hedging/anti‑pledging policies further mitigate misalignment risk .
- Ownership: Direct beneficial ownership of 7,897 shares and clear ownership guidelines (2× salary) encourage sustained alignment; pledged shares excluded from compliance checks, reducing leverage risk .
- Retention/CIC Economics: Double‑trigger CIC terms with cash severance and immediate equity vesting at target provide retention during strategic events but could create event‑driven supply from equity acceleration; absence of tax gross‑ups is shareholder‑friendly .
- Governance Quality: Limited perquisites for NEOs, robust clawback and insider trading policies, and no related‑party transactions indicate disciplined governance—reducing compensation‑related risk signals for investors .