Paulette Garafalo
About Paulette Garafalo
Independent director of Hooker Furnishings (HOFT) since 2017; age 68. Former Executive Chairman of Paul Stuart (2022–2024), CEO/President of Paul Stuart (2016–July 2022), and President of Brooks Brothers (2010–2016), bringing deep retail and luxury brand operating experience. Currently serves on HOFT’s Audit, Compensation, and Nominating & Corporate Governance (NCG) Committees; previously chaired the Compensation Committee (2017–2023). The Board classifies her as independent under NASDAQ standards, with executive sessions of independent directors held at each Board meeting and expected annual meeting attendance (all directors attended last year’s meeting).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Paul Stuart (Mitsui subsidiary) | Executive Chairman | 2022–2024 | Oversight of classic apparel retail operations |
| Paul Stuart | CEO & President | 2016–July 2022 | Full P&L leadership; brand strategy |
| Brooks Brothers | President | 2010–2016 | Senior leadership in apparel retail |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Paul Stuart | Executive Chairman | 2022–2024 | Ended in 2024; not disclosed as current |
| Paul Stuart | CEO & President | 2016–July 2022 | Prior executive role |
Board Governance
- Committee assignments: Member—Audit, Compensation, NCG; prior Compensation Chair (2017–2023). Current chairs: Audit (Henson), Compensation (Duey), NCG (Jackson).
- Independence: Determined independent by Board; independent directors meet in executive session each Board meeting.
- Attendance: Fiscal 2025 Board (4 meetings), Audit (4), Compensation (4), NCG (5); each incumbent director attended at least 75% of meetings; all directors attended last year’s annual meeting.
- Governance structure: Independent Board Chair; “committees of the whole” (all independent directors serve on all committees).
| Committee | Current Membership | Chair History | Notes |
|---|---|---|---|
| Audit | Garafalo—Member | — | Committee met 4 times in FY2025 |
| Compensation | Garafalo—Member | Chair (2017–2023) | Met 4 times FY2025; uses independent consultant Pearl Meyer |
| Nominating & Corporate Governance | Garafalo—Member | — | Met 5 times FY2025 |
Fixed Compensation
- Director pay framework (2024–2025 service year): Annual cash retainer $55,000; Board Chair stipend $30,000; Audit Chair $15,000; Compensation Chair $10,000; NCG Chair $10,000. Annual restricted stock grant $70,000.
- Garafalo’s compensation:
| Service Year | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2022–2023 | 65,000 | 70,000 | 135,000 |
| 2024–2025 | 55,000 | 70,000 | 125,000 |
Performance Compensation
- Equity form: Time-based restricted stock to directors ($70,000 annually), vesting at next annual meeting; earlier vesting on death, disability, or change-in-control. Directors may defer receipt beyond vesting (delivery in stock). Anti-hedging and pledging prohibitions apply to “key insiders” (directors).
| Metric/Feature | Details |
|---|---|
| Annual director equity | Restricted stock grant of $70,000; shares determined by fair market value 3 business days after award |
| Vesting | Fully vests at next annual meeting date; accelerated for death/disability/CIC |
| Deferral | Directors may defer delivery to specified date/age/termination; remains unsecured liability |
| Hedging/Pledging | Prohibited for directors under Insider Trading Policy (zero-cost collars, forwards; margin, pledging barred) |
| Unvested RSUs (Director awards outstanding) | 4,707 shares as of Feb 2, 2025 |
Other Directorships & Interlocks
- Current public company boards: Not disclosed.
- Private/non-profit boards: Not disclosed for Garafalo.
- Interlocks/conflicts: No related party transactions in fiscal 2025; Audit Committee reviews any such transactions.
| Related Party Transactions | Fiscal Year | Disclosure |
|---|---|---|
| None involving directors, including Garafalo | 2025 | “There were no related party transactions in fiscal 2025.” |
Expertise & Qualifications
- Board matrix attributes for Garafalo: Industry experience—Fashion/Apparel/Retail; public company executive experience; corporate governance; marketing/product development; manufacturing/operations; retail/consumer; risk management; strategic planning.
Equity Ownership
- Ownership alignment: Director Share Ownership Guidelines—non-employee directors must hold shares equal to 3x annual cash compensation; directors with ≥6 years on Board met guidelines. Garafalo has been a director since 2017 (≥6 years)—thus meets guidelines.
- Beneficial ownership and equity status:
| Date (Record) | Beneficial Ownership (Shares) | % of Class | Notes |
|---|---|---|---|
| April 10, 2023 | 14,599 | <1% | Sole voting/disposition power |
| April 7, 2025 | 20,783 | <1% | Sole voting power over all shares; sole disposition power over 16,076 shares |
| Director Equity Outstanding | Jan 29, 2023 | Feb 2, 2025 |
|---|---|---|
| Unvested director restricted stock (shares) | 4,204 | 4,707 |
- Section 16 compliance: One late Form 4 filing in 2023 (covering one transaction, 1,300 shares).
| Insider Filing | Year | Detail |
|---|---|---|
| Late Section 16(a) report | 2023 | One report, 1,300 shares |
Say-on-Pay & Shareholder Feedback
- Advisory votes on executive compensation (not director-specific, but governance signal):
| Annual Meeting | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| June 4, 2024 | 8,146,080 | 107,562 | 19,872 | 776,249 |
| June 3, 2025 | 7,708,036 | 727,837 | 16,622 | 927,972 |
Director Election Support (Signal)
- Shareholder votes for Garafalo:
| Annual Meeting | Votes For | Votes Withheld | Broker Non-Votes |
|---|---|---|---|
| June 4, 2024 | 8,084,237 | 189,277 | 776,249 |
| June 3, 2025 | 7,859,697 | 592,798 | 927,972 |
Observation: Withhold votes rose materially year-over-year (189,277 → 592,798), signaling increased shareholder scrutiny of board composition or performance despite overall election; useful context for governance risk monitoring.
Governance Assessment
-
Strengths
- Independent director with extensive consumer/retail C-suite experience; broad functional coverage (operations, marketing, risk, governance) per Board matrix.
- High alignment mechanisms: director ownership guidelines met; anti-hedging/pledging policy; equity grants with standardized vesting and deferral options.
- Robust committee engagement: member of all key committees; prior Compensation Committee chair tenure suggests incentive design expertise.
- No related-party transactions in FY2025; Audit Committee oversight.
-
Watch items / potential red flags
- Rising withhold vote in 2025 for her re-election (592,798 withheld), indicating potential shareholder concerns; merits engagement context.
- 2023 late Section 16 filing (one report, 1,300 shares) is a minor compliance lapse; monitor future timeliness.
- Directors’ equity is time-based (no performance conditions), which can reduce pay-for-performance sensitivity for directors; however, standard market practice and vesting tied to service/annual meeting.
-
Attendance/Engagement
- Board/committee meeting cadence is moderate (Board 4; Audit 4; Compensation 4; NCG 5 in FY2025) with ≥75% attendance by all incumbents and full annual meeting attendance—no attendance red flags.
-
Compensation context
- Director cash fees stable ($55,000 retainer) and equity grant at $70,000; Garafalo’s total decreased from $135,000 (when serving as Compensation Chair) to $125,000 in 2024–2025 after chair role rotation, consistent with stipend structure.
-
Shareholder sentiment
- Say-on-pay approval remained strong in 2024; saw elevated “against” votes in 2025, which could reflect broader performance headwinds; not specific to Garafalo but informs governance backdrop.
Overall: Garafalo’s profile supports board effectiveness in consumer/retail strategy and incentive governance. The uptick in withhold votes in 2025 and the prior late filing warrant monitoring and proactive investor engagement, but no material conflicts or related-party exposures are disclosed.