Christopher Henson
About Christopher L. Henson
Independent director of Hooker Furnishings Corporation (HOFT), age 63, joined the board in October 2022. Currently Audit Committee Chair and member of both the Compensation Committee and the Nominating & Corporate Governance (NCG) Committee; designated an SEC “audit committee financial expert.” Former Head of Banking & Insurance at Truist Bank (2019–retired September 2021), previously President & COO (2016–2019), with earlier senior roles including CFO and COO; chairs the Board of Trustees at High Point University. Independent under NASDAQ standards; each incumbent director attended at least 75% of FY2025 board/committee meetings, and all directors attended the prior annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Truist Bank (formerly BB&T) | Head of Banking & Insurance | 2019–Sep 2021 | Senior leadership, broad oversight across financial services |
| BB&T/Truist | President & Chief Operating Officer | 2016–2019 | Enterprise operations leadership |
| BB&T/Truist | City Exec, Regional President, State President, CFO, COO | From 2004 (various) | Finance/operations leadership progression |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| High Point University | Chair, Board of Trustees | Current | Governance leadership |
Board Governance
- Committee assignments: Audit Committee (Chair); Compensation Committee (Member); NCG Committee (Member).
- Board independence and engagement: Independent director; independent directors meet in executive session at each board meeting; policy expects directors to attend annual meetings; all directors attended last year’s meeting.
- FY2025 meeting cadence: Board (4), Audit (4), Compensation (4), NCG (5); each incumbent director attended at least 75% of meetings held during their service.
| Governance Item | Henson Status | FY2025 Frequency |
|---|---|---|
| Independence (NASDAQ) | Independent | — |
| Audit Committee | Chair | 4 meetings |
| Compensation Committee | Member | 4 meetings |
| Nominating & Corporate Governance | Member | 5 meetings |
| Board Meetings | Director | 4 meetings |
| Attendance | ≥75% (incumbent directors) | — |
Fixed Compensation
| Component (2024–2025 Service Year) | Amount | Notes |
|---|---|---|
| Annual Board Cash Retainer | $55,000 | Paid June 2024 |
| Audit Committee Chair Stipend | $15,000 | Paid June 2024 |
| Other Chair Stipends | $0 | Not Compensation or NCG chair |
| Total Cash Fees (FY2025 reporting) | $70,000 | Per director comp table |
Performance Compensation
| Equity Element | Grant Terms | Amount/Status |
|---|---|---|
| Annual Restricted Stock (Directors) | $70,000 grant; shares determined by FMV 3 days after award; vests at the next annual meeting (earlier upon death/disability/change in control); deferral permitted under plan | $70,000 grant; Henson received standard director grant |
| Unvested Restricted Stock Outstanding (as of Feb 2, 2025) | Aggregate unvested director awards | 4,707 shares (Henson) |
- Anti-hedging/pledging policy: Prohibits zero-cost collars, forward sales, derivative transactions, margin accounts, and pledging of shares for key insiders including directors.
- Director stock award deferral: Directors may defer receipt of vested restricted stock to future dates/age/termination; obligation remains an unsecured Company liability during deferral.
Other Directorships & Interlocks
| Category | Company | Role | Notes |
|---|---|---|---|
| Academic/Non-profit | High Point University | Chair, Board of Trustees | Current role |
| Public Company Boards | — | — | No other public company directorships disclosed for Henson |
| Network Interlock (historical) | BB&T/Truist | Executive (Henson); Beeler previously on BB&T of Virginia Audit Committee | Overlap 2004–2006 within the BB&T umbrella; not a current interlock at HOFT |
- Compensation Committee interlocks: None; no HOFT executive served on the compensation committee or board of any company employing any member of HOFT’s Compensation Committee or Board as an executive officer.
Expertise & Qualifications
| Expertise | Evidence |
|---|---|
| Finance/Banking; CFO/COO experience | Henson’s biography (roles at BB&T/Truist) |
| Audit Committee Financial Expert (SEC) | Board determined Henson is an “audit committee financial expert” |
| Risk Management & Strategic Planning | Board skills matrix lists risk management and strategic planning among director skills |
Equity Ownership
| Ownership Metric | Value | Notes |
|---|---|---|
| Total Beneficial Ownership | 11,935 shares | <1% of shares outstanding |
| Sole Voting Power | 11,935 shares | |
| Sole Disposition Power | 7,228 shares | |
| Unvested Restricted Stock Outstanding | 4,707 shares | As of Feb 2, 2025 |
| Director Ownership Guidelines | 3× annual cash compensation; 6-year window to comply | Policy applies to non-employee directors; those ≥6 years met guidelines (Henson joined Oct 2022, within window) |
Governance Assessment
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Strengths
- Independent director with deep finance/banking background; designated audit committee financial expert, enhancing oversight of financial reporting, internal controls, and risk, including cybersecurity.
- Chairs Audit Committee; committee charter covers auditor appointment/fees, related-party transaction approval, internal audit oversight, and risk/cyber review—material to investor confidence.
- Strong director alignment via annual restricted stock ($70k) and ownership guidelines (3× cash retainer over six years); anti-hedging/anti-pledging policy reduces misalignment risks.
- Board processes: independent executive sessions each meeting; attendance threshold met by incumbents; all directors attended prior annual meeting.
-
Potential Red Flags / Watch Items
- Board includes former CFO as director (added upon retirement in Feb 2025); while permissible, investors often monitor audit committee independence rigor in such contexts. Note: former CFO does not serve on any committee.
- Historical BB&T network tie with current Board Chair Beeler (prior BB&T of Virginia audit committee member) overlaps with Henson’s BB&T tenure (2004–2006), a network tie to note though not a current conflict.
- Related-party transactions: None in FY2025 (positive), but Audit Committee remains the gatekeeper—continue monitoring disclosures.
-
Shareholder Sentiment
- Say-on-pay approval exceeded 98% at 2024 Annual Meeting, signaling broad support for compensation governance; Compensation Committee uses independent consultant (Pearl Meyer) and maintains no tax gross-ups/evergreen, with clawback policy updated for SEC rules.
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Bottom Line
- Henson’s audit leadership, financial expertise, and independence are positives for board effectiveness and risk oversight; compensation structure for directors emphasizes equity alignment and anti-hedging discipline. No FY2025 related-party transactions and solid attendance/engagement disclosures support investor confidence, with minor network tie noted as a monitoring item.