Christopher Beeler
About W. Christopher Beeler, Jr.
W. Christopher Beeler, Jr., 73, is the independent Board Chair of Hooker Furnishings (HOFT) since June 2023 and has served as a director since 1993; he previously served as Lead Director (2011–2016), Audit Committee Chair (2000–2005; 2016–2023), and Nominating & Corporate Governance Chair (2006–2011). He is a Certified Public Accountant (Virginia) and longtime operating executive in manufacturing, having led Virginia Mirror Company and Virginia Glass Products (President 1988–2011; CEO 1997–2011; Chairman 2000–2022) and served on the audit committee of BB&T of Virginia (1999–2006) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Virginia Mirror Company, Inc. | President; CEO; Chairman | President 1988–Aug 2011; CEO 1997–Aug 2011; Chairman 2000–2022 (companies sold in late 2022) | Led manufacturing/operations; corporate management across accounting, treasury, IT, sales, distribution, HR |
| Virginia Glass Products Corporation | President; CEO; Chairman | President 1988–Aug 2011; CEO 1997–Aug 2011; Chairman 2000–2022 | Manufacturing/fabrication of architectural glass products |
| BB&T of Virginia (subsidiary of Truist/BB&T) | Director; Audit Committee member | 1999–2006 | Financial oversight; banking/audit expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| BB&T of Virginia (Truist subsidiary) | Director; Audit Committee member | 1999–2006 | Banking subsidiary of public company; past service (not current) |
Board Governance
- Current roles: Independent Board Chair; member of Audit, Compensation, and Nominating & Corporate Governance (NCG) Committees .
- Independence: Board classifies Beeler and five other directors as independent under NASDAQ standards; the Board includes CEO (Hoff) and retired CFO (Huckfeldt) as non-independent .
- Committee structure: “Committees of the Whole” since 2011—all independent directors serve on all standing committees; current chairs are Henson (Audit), Duey (Compensation), Jackson (NCG) .
- Attendance and engagement: Fiscal 2025 Board met 4 times; Audit and Compensation met 4; NCG met 5; each incumbent director attended ≥75% of applicable meetings. Independent directors hold executive sessions at each Board meeting; all directors attended last year’s annual meeting .
Committee Assignments (Current)
| Committee | Assignment | Chair? |
|---|---|---|
| Audit | Member | No (Chair: Christopher L. Henson) |
| Compensation | Member | No (Chair: Maria C. Duey) |
| Nominating & Corporate Governance | Member | No (Chair: Tonya H. Jackson) |
| Board | Independent Chair | Yes (Board Chair since June 2023) |
Fixed Compensation (Director)
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Board Cash Retainer | $55,000 | Non-employee directors’ 2024–2025 service year; paid June 2024 |
| Board Chair Cash Stipend | $30,000 | Additional for Board Chair |
| Committee Chair Stipends | $10,000 (Comp & NCG); $15,000 (Audit) | Not applicable to Beeler in FY25 (he was not a committee chair) |
| Total Cash Fees (Beeler) | $85,000 | Reported Director compensation (cash) for FY25 |
Performance Compensation (Director)
| Award Type | Grant Date | Grant Value | Shares | Vesting | Notes |
|---|---|---|---|---|---|
| Restricted Stock (annual) | June 7, 2024 | $70,000 | Not disclosed per-director | Fully vests at next annual meeting if director remains on Board; accelerates on death/disability/change in control | Directors may defer delivery beyond vesting; anti-hedging/pledging policy applies |
| Unvested Restricted Stock (as of Feb 2, 2025) | N/A | N/A | 4,707 | N/A | Outstanding unvested awards for Beeler |
- Director awards may fully vest upon change in control; Board can provide for director award vesting in connection with change in control under the 2024 Stock Incentive Plan .
- Anti-hedging/pledging: Directors prohibited from zero-cost collars, forwards, derivatives; margin accounts and pledging are prohibited .
Other Directorships & Interlocks
| Company | Role | Status | Potential Interlock |
|---|---|---|---|
| BB&T of Virginia (bank subsidiary) | Director; Audit Committee member | Past (1999–2006) | Henson (current HOFT director) is former Truist/BB&T senior executive; shared affiliation historically (no current related-party transactions disclosed) |
- Compensation Committee interlocks: None; independent-only composition, and no HOFT executives served on other companies’ compensation committees .
- Related party transactions: None in fiscal 2025 (Audit Committee oversight) .
Expertise & Qualifications
- CPA (Virginia); audit committee financial expert designation by Board (Beeler among designated financial experts) .
- Board Matrix indicates strengths in Finance/Accounting, M&A, Manufacturing/Operations, Strategic Planning; industry experience in Manufacturing .
- Long-tenure governance leadership at HOFT: Lead Director (2011–2016), Audit Chair (2000–2005; 2016–2023), NCG Chair (2006–2011), Board Chair since 2023 .
Equity Ownership
| Item | Amount/Status |
|---|---|
| Beneficial Ownership (shares) | 56,863 |
| Shares Outstanding (record date) | 10,702,685 |
| Ownership % of Outstanding | ~0.53% (56,863 / 10,702,685) |
| Unvested Restricted Stock (count) | 4,707 |
| Director Ownership Guidelines | 3× annual cash compensation; 6 years to comply; all directors ≥6 years met guidelines (Beeler qualifies) |
| Hedging/Pledging | Prohibited for directors (key insiders) |
Insider Trades and Compliance
| Item | Status |
|---|---|
| Section 16(a) filings | No delinquent reports in FY25 (Forms 3/4/5 timely) |
Governance Assessment
- Board effectiveness: Beeler’s deep operating and finance background, CPA credential, and prior audit/NCG chairmanships enhance oversight of financial reporting, risk, and succession; currently serves as independent Board Chair while participating on all committees under HOFT’s “committees of the whole” framework .
- Independence and engagement: Board affirms Beeler’s independence; independent directors hold executive sessions at each Board meeting; minimum attendance thresholds met; all directors attended last annual meeting, supporting investor confidence in governance rigor .
- Compensation and alignment: Director pay mix is balanced (cash $85k; equity $70k), with time-based restricted stock vesting tied to continued service and change-in-control protections; anti-hedging/pledging constraints and ownership guidelines (3× cash) promote alignment .
- Conflicts and related parties: No related party transactions in FY25; Compensation Committee independence verified; external consultant (Pearl Meyer) used with documented independence and conflict review .
- Shareholder sentiment: 2024 Say-on-Pay approval exceeded 98%, indicating broad support for compensation governance practices .
RED FLAGS / Watchpoints
- Mandatory retirement age: Outside directors must retire at 75; at 73, Beeler is approaching mandatory retirement—Board succession planning should be monitored given his role as Board Chair .
- Long tenure: Director since 1993—while experience is valuable, extended tenure can raise independence perception concerns for some investors; HOFT addresses independence through NASDAQ criteria and committee practices .
- Committee-of-the-whole structure: All independent directors serve on all committees; while efficient for a small board, some governance frameworks prefer specialized committee composition—investors should consider fit with HOFT’s size and meeting cadence .
Director Compensation (FY25 Service Year) – Detail
| Metric | Amount |
|---|---|
| Cash Fees (Beeler) | $85,000 |
| Equity Grant (Beeler) | $70,000 restricted stock |
| Total (Beeler) | $155,000 |
| Vesting (equity) | Fully vests at next annual meeting; accelerates on death/disability/change in control; deferral permitted |
| Ownership Guidelines | 3× annual cash compensation; met for directors ≥6 years |
Board & Committee Meetings (FY25)
| Body | Meetings Held | Attendance |
|---|---|---|
| Board | 4 | Each incumbent ≥75% |
| Audit | 4 | Each incumbent ≥75% |
| Compensation | 4 | Each incumbent ≥75% |
| NCG | 5 | Each incumbent ≥75% |
Notes on Potential Interlocks
- Shared banking affiliation: Beeler’s past BB&T of Virginia board service and Henson’s prior senior executive roles at Truist/BB&T reflect historical affiliation; HOFT discloses no related party transactions in FY25 .
Overall, Beeler presents strong financial oversight credentials, long-standing board leadership, and alignment through ownership and anti-hedging policies, with succession timing the main watchpoint due to the mandatory retirement policy at 75 .