Douglas H. Diefenbach
About Douglas H. Diefenbach
Senior Vice President, Business Development at Ethan Allen Interiors Inc. (ETD), promoted on November 3, 2024; included among ETD’s Named Executive Officers (NEOs) in FY 2025 . FY 2025 company performance context: net sales $614.6 million (-4.9% YoY), adjusted operating margin 10.2%, adjusted diluted EPS $2.04, adjusted ROE 10.8%; operating cash flow $61.7 million and dividends paid $50.1 million . Executive compensation program emphasizes pay-for-performance with annual net sales and adjusted operating income targets and long-term PSUs (sales growth, ROE, relative TSR), though Diefenbach did not participate in those FY 2025 incentive structures .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ethan Allen Interiors Inc. | Senior Vice President, Business Development | Nov 2024 – present | Promoted into NEO group; base salary increased to $316,000 in FY 2025 reflecting expanded scope |
External Roles
No external directorships or roles disclosed for Diefenbach in the latest proxies.
Fixed Compensation
| Component | FY 2025 Amount | Notes |
|---|---|---|
| Base salary rate | $316,000 | Effective with promotion; up from $265,000 in FY 2024 (+19.2%) |
| Salary paid (Summary Comp Table) | $304,151 | Reflects partial-year accrual at new rate |
| Discretionary bonus | $35,000 (11% of salary) | For executives not in annual incentive plan |
| Perquisites | None disclosed | Company indicates perqs primarily for CEO; no perqs listed for Diefenbach |
Performance Compensation
Diefenbach did not participate in ETD’s FY 2025 annual non‑equity incentive plan or FY 2025 PSUs, receiving a discretionary cash bonus instead .
Company-level FY 2025 annual incentive framework (context):
| Metric | Weight | Target | Actual | Payout % (metric) | Overall Payout |
|---|---|---|---|---|---|
| Net Sales ($ millions) | 60% | $635.0 | $614.6 | 87% | 90.2% |
| Adjusted Operating Income ($ millions) | 40% | $64.7 | $62.9 | 95% | 90.2% |
| Notes | — | — | — | — | Company-wide plan; Diefenbach not a participant |
Long-term PSU design (company framework):
- Metrics and weights across the three-year period: Sales Growth (40%), Return on Equity (40%), 3-year relative TSR (20%); cliff vest after 3 years .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 5,933 shares owned as of Sept 12, 2025; no rights to acquire within 60 days |
| Unvested/Outstanding equity | 500 service-based RSUs granted Aug 10, 2021; vest ratably over 4 years starting Aug 10, 2022 |
| Vesting realized in FY 2025 | 500 shares vested; value realized $14,855 |
| Options activity | 666 shares acquired on option exercise; value realized $653 in FY 2025 |
| Ownership guidelines | Executives must hold company stock equal to 2x salary; 1-year holding period; pledged shares not counted |
| Hedging/pledging | Company prohibits hedging and pledging; no margin purchases |
Employment Terms
| Term | Provision | Diefenbach-Specific FY 2025 Values |
|---|---|---|
| Employment agreement | None (only CEO has an agreement) | — |
| Change-in-control (CIC) | Double-trigger; 1x base salary + average prior 3 yrs’ annual incentive bonus; pro-rated bonus; immediate vesting of unvested service RSUs; PSUs vest at target; no tax gross-ups; payments cut to optimize after-tax | Salary $316,000; Bonus $32,000; RSUs $13,925 under CIC scenario |
| Restrictive covenants | Non-solicitation, non-disparagement, confidentiality in CIC plan | |
| Clawback | Recovery of erroneously awarded compensation (cash and equity, vested/unvested) upon restatement | |
| Insider trading | Trading only in open windows with pre-clearance; hedging/pledging prohibited |
Compensation Structure Analysis
- Shift to discretionary cash for non-participant executives: Diefenbach’s FY 2025 compensation was primarily fixed salary plus a modest discretionary bonus, indicating lower at-risk exposure vs. peers participating in performance plans .
- No FY 2025 RSU or PSU grants for Diefenbach: He did not receive new RSUs or PSUs in FY 2025, reducing near-term equity dilution and upside leverage; legacy 2021 RSUs continue to vest .
- Policies mitigate misalignment risks: Anti-hedging/anti-pledging and stock ownership guidelines reinforce alignment; clawback policy strengthens pay-for-performance integrity .
Related Party Transactions and Governance Red Flags
- Related party transactions: None requiring disclosure since beginning of FY 2025 .
- Hedging/pledging: Prohibited by policy (reduces alignment risk concerns) .
- Say-on-Pay support: 98.1% approval at 2024 meeting, indicating strong shareholder support for executive compensation program .
Compensation Peer Group (Benchmarking)
| Peer Group (FY 2025) |
|---|
| Arhaus, Bassett Furniture, Flexsteel, Haverty, HNI, Hooker Furniture, Interface, Kirkland’s, La-Z-Boy, Lovesac, MillerKnoll, Purple Innovation, Sleep Number, Steelcase |
| Notes: Purple Innovation added; Green Brick Partners removed in FY 2025 |
Performance & Track Record
- Company performance during Diefenbach’s SVP tenure (FY 2025): Net sales $614.6 million; adjusted operating margin 10.2%; adjusted diluted EPS $2.04; adjusted ROE 10.8%; operating cash flow $61.7 million .
- Annual incentive outcomes: Company-wide payout at 90.2% of target based on net sales and adjusted operating income results (Diefenbach not a participant) .
Equity Ownership & Alignment (Quantitative)
| Metric | Value |
|---|---|
| Shares beneficially owned (9/12/2025) | 5,933 |
| RSUs outstanding (grant 8/10/2021) | 500 |
| RSU vest schedule | 4-year ratable; initial vest 8/10/2022 |
| FY 2025 vest value | $14,855 |
| FY 2025 options exercised | 666 shares; $653 value realized |
Fixed Compensation (Quantitative)
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Base salary rate | $265,000 | $316,000 |
| Salary paid (Summary Comp Table) | — | $304,151 |
| Discretionary bonus | — | $35,000 |
Performance Compensation (Quantitative – Company Framework, Not Applicable to Diefenbach)
| Metric | FY 2025 Target | FY 2025 Actual | Weight | Payout |
|---|---|---|---|---|
| Net Sales ($ millions) | $635.0 | $614.6 | 60% | 87% |
| Adjusted Operating Income ($ millions) | $64.7 | $62.9 | 40% | 95% |
| Overall payout | — | — | — | 90.2% |
| Note | Diefenbach did not participate in FY 2025 annual plan |
Employment Terms (Quantitative – CIC)
| Component | Amount |
|---|---|
| Base salary (for CIC) | $316,000 |
| Bonus (for CIC) | $32,000 |
| RSUs vesting value (for CIC) | $13,925 |
| PSUs (for CIC) | Not applicable (no FY 2025 PSUs for Diefenbach) |
Investment Implications
- Alignment: Beneficial ownership of 5,933 shares plus legacy RSUs provides some skin-in-the-game, reinforced by strict anti-hedging/anti-pledging and ownership guidelines; however, the absence of FY 2025 performance-based equity reduces upside alignment versus peers in PSU programs .
- Retention risk: CIC protections (1x salary + average bonus; RSUs vest; PSUs at target, if any) provide baseline retention economics; current pay mix (salary + discretionary bonus) suggests lower short-term volatility in pay outcomes but less performance linkage .
- Trading signals: Limited FY 2025 options exercise (666 shares, $653 value) and RSU vest ($14,855) do not indicate material selling pressure; policy restrictions reduce hedging/pledging risk .
- Governance: Strong say-on-pay support (98.1%) and no related party transactions point to healthy governance posture supporting investor confidence .