Matthew J. McNulty
About Matthew J. McNulty
Matthew J. McNulty is Senior Vice President, Chief Financial Officer and Treasurer of Ethan Allen Interiors Inc. (ETD) and serves as the company’s Principal Financial and Accounting Officer; he is 46 and has held the CFO role since December 2021 after joining Ethan Allen in 2019 as Corporate Controller and then serving as VP Finance & Treasurer . As CFO, he signs Sarbanes‑Oxley certifications and leads disclosure controls and internal control over financial reporting . Company performance outcomes relevant to incentive alignment include FY2025 consolidated net sales of $614.6 million (down 4.9% YoY), adjusted operating margin of 10.2%, operating cash flow of $61.7 million, and a three‑year relative TSR at the 67th percentile driving a 117% payout on market‑based awards in the 2023–2025 PSU cycle .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ethan Allen Interiors Inc. | SVP, Chief Financial Officer and Treasurer; Principal Financial and Accounting Officer | Dec 2021–present | Leads SEC reporting, disclosure controls, and SOX 302/906 certifications |
| Ethan Allen Interiors Inc. | Vice President, Finance and Treasurer | Feb 2020–Dec 2021 | Senior finance leadership supporting treasury and corporate finance |
| Ethan Allen Interiors Inc. | Vice President, Corporate Controller | Feb 2019–Feb 2020 | Corporate controllership responsibilities in financial reporting |
Fixed Compensation
Multi‑year compensation for McNulty (grant date fair values for equity; USD):
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | 375,000 | 407,027 | 410,000 |
| Stock Awards ($) | 86,255 | 184,509 | 184,490 |
| Non‑Equity Incentive Plan Compensation ($) | 93,735 | 36,900 | 92,455 |
| All Other Compensation ($) | 2,379 | 2,577 | 2,664 |
| Total Compensation ($) | 557,369 | 631,013 | 689,609 |
FY2025 incentive targets and payout:
| Item | Value |
|---|---|
| Target Annual Incentive ($) | 102,500 (25% of salary) |
| Actual Payout ($) | 92,455 (23% of salary) |
Perquisites: Company notes NEOs (other than CEO) did not receive perquisites in FY2025; McNulty received none .
Performance Compensation
Annual Non‑Equity Incentive Plan (FY2025)
Company‑wide metrics and outcomes:
| Metric | Weighting (%) | Target | Actual | Payout (% of target) |
|---|---|---|---|---|
| Net Sales ($ millions) | 60% | $635.0 | $614.6 | 87% |
| Adjusted Operating Income ($ millions) | 40% | $64.7 | $62.9 | 95% |
| Overall Annual Incentive Payout | — | — | — | 90.2% |
McNulty’s FY2025 annual incentive target and payout were determined by these results (see Fixed Compensation table above) .
Long‑Term Incentives – PSUs (FY2023 Grant; Performance Period FY2023–FY2025)
Performance metrics and results:
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Net Sales Target ($ millions) | $775.0 | $806.0 | $838.2 |
| Net Sales Actual ($ millions) | $791.4 | $646.2 | $614.6 |
| Net Sales Payout (% of target) | 115% | 0% | 0% |
| ROE Target (%) | 14.4% | 15.1% | 15.9% |
| ROE Actual (%) | 23.5% | 13.4% | 10.8% |
| ROE Payout (% of target) | 129% | 0% | 0% |
Cycle‑level market‑based component: Relative TSR achieved the 67th percentile, producing a 117% payout for market‑based awards .
McNulty’s FY2023 PSU grant vesting outcome:
| Target Units | Actual Vested Units | % Vested |
|---|---|---|
| 3,000 | 2,124 | 71% |
FY2025 Equity Grants (Granted August 7, 2024)
| Award Type | Units (Threshold/Target/Max) | RSU Units (Service‑based) | Grant Date Fair Value ($) |
|---|---|---|---|
| PSUs (performance‑based) | 2,757 / 4,445 / 6,135 | — | 184,490 |
| RSUs (service‑based) | — | 3,411 | 82,000 |
RSU vesting schedule: RSUs vest ratably over three years on the anniversary of grant (Aug 7, 2024) . No stock options were granted to NEOs in FY2025 .
Stock awards vested in FY2025:
| Item | McNulty |
|---|---|
| Shares acquired on vesting (#) | 2,220 |
| Value realized on vesting ($) | 66,734 |
| Options exercised (#) | — |
| Value realized on exercise ($) | — |
Equity Ownership & Alignment
Beneficial ownership as of September 12, 2025:
| Holder | Shares Owned Directly/Indirectly (#) | Rights to Acquire within 60 Days (#) | Total Beneficial (#) | Ownership (% of outstanding) |
|---|---|---|---|---|
| Matthew J. McNulty | 6,939 | — | 6,939 | <1% (no NEOs other than CEO ≥1%) |
Outstanding unvested equity awards as of June 30, 2025:
| Grant Date | Type | Units Unvested (#) | Market Value ($) |
|---|---|---|---|
| 8/10/2021 | Stock Awards (service‑based) | 750 | 20,888 |
| 8/9/2022 | Stock Awards (service‑based) | 2,124 | 59,153 |
| 8/9/2022 | Equity Incentive (unearned units) | 2,016 | 56,146 |
| 8/9/2022 | Equity Incentive (unearned units) | 513 | 14,287 |
| 8/8/2023 | Equity Incentive (unearned units) | 2,304 | 64,166 |
| 8/8/2023 | Equity Incentive (unearned units) | 1,913 | 53,277 |
| 8/7/2024 | Equity Incentive (unearned units) | 2,757 | 76,782 |
| 8/7/2024 | Equity Incentive (unearned units) | 3,411 | 94,996 |
Stock ownership policy and alignment safeguards:
- Executive stock ownership guidelines require two times base salary for executive officers (five times for CEO); pledged shares are excluded from compliance calculations; unearned performance awards and unvested options are excluded .
- Anti‑hedging and anti‑pledging policy prohibits short sales, equity derivatives, hedging, margin purchases, or holding company securities in margin accounts .
- Insider Trading Policy requires pre‑clearance and permits trading only in specified quarterly open windows .
Compliance status with ownership guidelines for McNulty is not disclosed in the filings reviewed .
Employment Terms
- Employment agreements: The company generally does not enter into employment agreements for executives other than the CEO; McNulty operates under company plans, not an individual employment agreement .
- Change‑in‑Control (CIC) Severance Plan for NEOs (other than CEO): Double‑trigger required (CIC plus termination without cause or for good reason within two years); no tax gross‑ups, with cut‑backs to maximize after‑tax amounts; benefits include lump‑sum cash equal to one times base salary plus the average of the prior three years’ annual incentive bonus, pro‑rated bonus for year of termination, immediate vesting of all unvested RSUs, and PSUs vesting at target on termination .
- Potential payments (as of June 30, 2025) for McNulty under CIC scenario:
| Component | Amount ($) |
|---|---|
| Salary (12 months) | 410,000 |
| Bonus (average of prior 3 years) | 74,363 |
| RSUs (immediate vesting) | 183,448 |
| PSUs (vest at target) | 310,862 |
- Treatment outside CIC: On death or disability, PSUs remain outstanding subject to agreement terms and continue to vest per schedule . Under CIC, PSUs vest at target as of termination .
- Clawback: Robust policy allows recovery/cancellation of cash and equity incentives (including vested and unvested equity) in the event of a material restatement; applies to CEO and executive officers .
Performance & Track Record
- FY2025 outcomes shaping pay‑for‑performance: consolidated net sales $614.6 million (−4.9% YoY), adjusted operating margin 10.2%, operating cash flow $61.7 million, cash/CE/I investments $196.2 million at year‑end; dividends paid totaled $50.1 million, including a special $0.40 per share .
- Long‑term value alignment: 2023–2025 PSU cycle vested at 71% for McNulty with a 67th percentile relative TSR resulting in 117% payout on market‑based awards .
Governance & Policies Relevant to Compensation Risk
- Compensation design: Mix of base, short‑term, and long‑term incentives; multiple metrics; capped payouts; stock ownership requirements; clawbacks; committee discretion to reduce payouts .
- Committee independence and oversight: Compensation Committee comprised solely of independent directors; annual review of CD&A and program risk .
Investment Implications
- Alignment: McNulty’s pay mix includes material equity exposure via service‑based RSUs and PSUs tied to Net Sales, ROE, and relative TSR, with FY2025 annual incentives driven by 60% Net Sales and 40% Adjusted Operating Income—supporting pay‑for‑performance and multi‑metric discipline .
- Retention and selling pressure: RSUs vest ratably over three years and PSUs from multiple grant vintages remain unearned as of June 30, 2025; while option exposure is minimal (no FY2025 grants; no FY2025 exercises), recurring vesting events and CIC terms that accelerate vesting at target can create periodic supply; trading is constrained to open windows and pre‑clearance, limiting opportunistic sales .
- Risk controls: Double‑trigger CIC, no tax gross‑ups, anti‑hedging/margin, robust clawback, and stock ownership guidelines reduce governance and compensation risk, though individual compliance vs. guideline multiples is not disclosed .
- Skin‑in‑the‑game: Direct beneficial ownership of 6,939 shares (<1%) is modest relative to CEO concentration; continued accumulation via RSUs/PSUs can enhance alignment over time, with realized payouts sensitive to operational performance and market‑relative returns .