Jeremy Hoff
About Jeremy Hoff
Jeremy R. Hoff, 51, has served as Chief Executive Officer and Director of Hooker Furnishings (HOFT) since February 1, 2021, after joining the company in 2017 and rising through multiple brand leadership roles . The board is led by an independent chair and Hoff does not serve on board committees, mitigating CEO/Chair duality concerns and supporting governance independence . Fiscal 2025 results were challenged (net sales $397.5M, operating loss $18.1M; net loss $12.5M; diluted EPS -$1.19), and no annual bonus was paid to NEOs, reflecting pay-for-performance discipline . CEO “compensation actually paid” for FY2025 was $57,920 as equity value declined with TSR at 63.19 (index base 100 in FY2021), further underscoring alignment to shareholder outcomes .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Hooker Furnishings – Hooker Upholstery | President | Aug 2017 – Apr 2018 | Senior operating role leading upholstery business |
| Hooker Furnishings – Hooker Branded Segment | President | Apr 2018 – Jan 2020 | Led core branded segment |
| Hooker Furnishings – Hooker Legacy Brands | President | Feb 2020 – Jan 2021 | Oversaw legacy brands portfolio |
| Hooker Furnishings | Chief Executive Officer and Director | Feb 2021 – Present | Company leadership and board service |
| Theodore Alexander USA | President | Dec 2015 – Aug 2017 | U.S. leadership at premium furnishings brand |
| A.R.T. Furniture Inc. | SVP Sales; previously VP Sales | Apr 2015 – Nov 2015; Mar 2011 – Apr 2015 | Commercial leadership roles |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| High Point Market Authority | Vice Chair | Current | Industry leadership |
| American Home Furnishings Hall of Fame | Vice Chair | Current | Industry leadership |
Board Governance & Director Service
- Board role: Director since Feb 1, 2021; not independent (CEO). Independent Chair (W.C. Beeler Jr.); Hoff serves on no committees .
- Committee structure and independence: All independent directors sit on Audit, Compensation, and Nominating & Corporate Governance (NCG); independent chairs lead each committee .
- Meetings/attendance: Board held 4 meetings in FY2025; all incumbents attended ≥75%; independent directors hold executive sessions at each meeting .
- Dual-role implications: Independent Chair + all-independent committees reduce concentration of power and mitigate potential conflicts from CEO-director dual roles .
Fixed Compensation
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary ($) | 575,000 | 600,000 | 680,000 (13% increase effective 1/1/24) |
| Target Annual Cash Incentive ($) | — | 600,000 | 680,000 (100% of salary) |
| Actual Annual Cash Incentive Paid ($) | — | — | 0 (thresholds not met) |
Notes: Committee increased CEO base salary to better align with market; target bonus set at 100% of base .
Performance Compensation
Annual cash incentive (FY2025 design and outcome)
| Performance measure | Weight | Threshold | Target | Max | Outcome |
|---|---|---|---|---|---|
| Consolidated Net Sales | 30% | $438.1M | $515.4M | $592.7M | Below threshold; no payout |
| Consolidated Operating Income | 70% | $15.6M | $22.3M | $29.0M | Below threshold; no payout |
- CEO payout curve: 30% of target at threshold; 200% at max; none earned in FY2025 .
Long-term incentives (granted in FY2025 for 3-year period FY2025–FY2027)
Performance Stock Units (PSUs): Two equal components—absolute EPS CAGR and relative TSR vs. compensation peer group (performance period Jan 29, 2024–Jan 31, 2027). Payouts in shares; dividends accrue and pay only if vested; capped at 100% if TSR is negative .
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EPS CAGR component (CEO share payout schedule) | EPS CAGR over period | Threshold (5%) | Target (10%) | Max (25%) | |---|---:|---:|---:| | Shares earned (Hoff) | 3,631 | 12,104 | 24,208 |
-
Relative TSR component (percentile vs peers) | Relative TSR | 25th percentile | 50th percentile | 75th percentile | |---|---:|---:|---:| | Payout (% of target) | 30% | 100% | 200% | | Shares earned (Hoff) | 3,631 | 12,104 | 24,208 |
Restricted Stock Units (RSUs):
- CEO grant: 24,208 RSUs; vests ratably one-third on Apr 9, 2025, Apr 9, 2026, Apr 9, 2027; dividends accrue and pay upon vesting .
- 2022–2024 RSU tranches also outstanding at FY2025 year-end (see Equity Ownership) .
- No stock options are outstanding and the program does not currently grant options .
Design changes in FY2025 (market-aligned):
- Rebalanced LTI 50/50 between PSUs and RSUs; RSUs now vest ratably over 3 years; introduced relative TSR (replacing relative EPS) and interpolated EPS payouts; annual bonus metrics shifted to net sales (30%) and operating income (70%) with 30% threshold and 200% max .
Multi-year CEO compensation (reported)
| Year | Salary ($) | Stock Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|
| 2023 | 575,000 | 600,000 | 11,994 | 1,186,994 |
| 2024 | 600,000 | 600,000 | 15,181 | 1,215,181 |
| 2025 | 680,000 | 930,648 | 14,006 | 1,624,654 |
- CEO “compensation actually paid” (CAP) in FY2025: $57,920 due to negative equity value adjustments; see pay-versus-performance .
Equity Ownership & Alignment
- Beneficial ownership (CEO): 20,795 shares as of Apr 7, 2025; includes 7,379 held with 13,416 shares issued within 60 days for RSU vesting .
- Executive stock ownership guideline: CEO must hold ≥3x base salary; six years allowed to reach guideline; hedging, margin, and pledging are prohibited .
- Section 16 compliance: Company reported no late filings in FY2025 .
Outstanding awards at FY2025 year-end (CEO)
| Award type | Grant date | Unvested/Unearned units | Notes/Value reference |
|---|---|---|---|
| RSU | 4/11/2022 | 11,172 | Service period to 4/11/2025 |
| RSU | 4/10/2023 | 10,892 | Service period to 4/10/2026 |
| RSU | 4/9/2024 | 24,208 | Ratable vest on 4/9/2025, 2026, 2027 |
| PSU | 4/10/2023 | 21,142 (unearned) | Performance period FY2023–FY2025/26 |
| PSU | 6/4/2024 | 15,735 (unearned) | Performance period FY2025–FY2027 |
Other alignment indicators
- Anti-hedging/anti-pledging: Prohibits collars, forwards, derivatives, margin accounts, and pledging .
- Options: None outstanding at FY2025 year-end .
- Vesting supply cadence: One-third of the 2024 RSU grant scheduled each Apr 2025–2027; PSUs cliff settle after FY2027 subject to goals .
Employment Terms
- New employment agreement executed Feb 20, 2025 (covers duties, salary, benefits, short/long-term incentives, severance; includes confidentiality, non-solicit, non-compete, non-disparagement) .
- Non-compete and Non-solicit: 18 months post-termination; U.S. scope; similar 18-month non-solicit .
- Severance (termination without cause, outside change-in-control): 18 months base salary for CEO; as of FY2025 year-end, modeled cash severance $1,020,000; no short-term incentive paid .
- Change-in-control (double-trigger): If terminated without cause or for good reason within 1 year post-CIC, severance equals 2x (base salary + prorated annual incentive) for CEO; CIC treatment under the 2024 Stock Incentive Plan provides for double-trigger vesting; director awards may fully vest on CIC .
- Equity on CIC/death/disability/retirement (estimates at FY2025 year-end):
- Performance grants: $665,859 (CIC) / $353,599 (death/disability/retirement) for CEO .
- RSUs: $589,043 (CIC) / $335,427 (death/disability/retirement) for CEO .
- Clawback: Updated to comply with SEC Rule 10D; recovery for restatements, material errors, fraud/intentional misconduct .
Performance & Track Record
FY2025 operating context and outcomes
- Fiscal 2025 consolidated net sales $397.5M (-8.3% YoY); operating loss $18.1M; net loss $12.5M; headwinds included weak demand, depressed housing market, customer bankruptcy charge, impairment, and restructuring costs. Strategic initiatives included licensing (Margaritaville), merchandising, distribution expansion, inventory investments, and a new credit agreement .
Pay versus performance indicators (fiscal years; index base FY2021)
| Metric | FY2021 | FY2022 | FY2023 | FY2024 | FY2025 |
|---|---|---|---|---|---|
| Total Shareholder Return (TSR) | 126.19 | 90.30 | 92.52 | 117.75 | 63.19 |
| Net Income ($000s) | (10,426) | 11,718 | (4,312) | 9,865 | (12,507) |
| EPS ($) | (0.88) | 0.97 | (0.37) | 0.91 | (1.19) |
| CEO CAP ($) | 463,541 | 406,825 | 1,067,309 | 1,444,583 | 57,920 |
Other LT performance notes
- FY2022 three-year PSU grant did not meet performance metrics; no payout, highlighting rigor in goals .
Compensation Governance, Peers, and Say-on-Pay
- Peer group used for benchmarking includes companies such as American Woodmark, Bassett Furniture, Ethan Allen, La-Z-Boy, Lovesac, Lifetime Brands, and others; Committee does not target a specific percentile, using peer data as one input among several .
- 2024 Say-on-Pay support exceeded 98%; structure unchanged in FY2025 in response .
- Independent Compensation Committee advised by Pearl Meyer; 2024 review drove metric and design changes (net sales/op income bonus metrics; RSU ratable vesting; PSUs using EPS and relative TSR; interpolation) .
Risk Indicators & Red Flags
- Hedging/pledging prohibited; no options; multi-year vesting and double-trigger CIC vesting reduce risk-taking incentives .
- Related party transactions: none in FY2025 .
- Section 16 compliance: no late insider filings reported .
- Bonus discretion: none; no bonuses paid when thresholds not met .
- Equity award repricing/modification: not indicated; equity plan prohibits evergreen; uses independent oversight and formal award timing policy .
Equity Ownership & Director Service (additional details)
- CEO receives no additional pay for director service; non-employee directors have separate cash and equity retainers; directors expected to hold 3x cash retainer; pledging/margin prohibited .
- Board holds executive sessions of independent directors each meeting; independent chairs across committees (Audit: Henson; Compensation: Duey; NCG: Jackson) .
Investment Implications
- Pay-for-performance alignment is strong: no FY2025 bonus, a failed 2022 PSU cycle, and a sharp drop in CEO CAP with TSR decline indicate downside participation alongside shareholders, while redesigned FY2025 incentives (EPS/TSR PSUs; revenue/op income bonus) increase operating and market alignment .
- Retention risk appears contained: new 2025 employment agreement, robust 18-month non-compete/non-solicit, and multi-year RSU/PSU schedules create meaningful stickiness through FY2027; double-trigger CIC reduces windfall optics .
- Insider selling pressure: near-term supply is scheduled and transparent (1/3 of 2024 RSUs each April 2025–2027), with anti-pledging/hedging constraints; PSUs settle post-FY2027 and only if performance met, limiting discretionary selling before milestones .
- Governance quality: Independent Chair and fully independent committees mitigate dual-role concerns from CEO-director status; say-on-pay support (98%) signals investor acceptance of program structure despite mixed financials .
Key watch items: execution vs net sales and operating income targets in FY2026, EPS/TSR trajectory for FY2025–FY2027 PSU cycle, and liquidity needs around April RSU tax settlements despite anti-pledging policy **[1077688_0001185185-25-000372_hoftdef14a042425.htm:26]** **[1077688_0001185185-25-000372_hoftdef14a042425.htm:28]** **[1077688_0001185185-25-000372_hoftdef14a042425.htm:15]**.