G. Thomas Hough
Lead Director at HVT
Board
About G. Thomas Hough
Independent Director at Havertys since 2018 and Lead Director since 2021; age 70. Former Americas Vice Chair of Ernst & Young LLP and prior Vice Chair of Assurance Services at EY (2009–2014), bringing deep audit and financial oversight expertise; designated an “audit committee financial expert.” Current other public company directorships include Equifax Inc. and Federated Hermes Fund Family; prior director at Publix Super Markets, Inc. (2015–2020) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young LLP (EY) | Americas Vice Chair | — | Senior leadership of audit firm; governance, assurance oversight |
| Ernst & Young LLP (EY) | Vice Chair of Assurance Services | 2009–2014 | Led assurance practice; financial reporting quality |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Equifax Inc. | Director | Current | — |
| Federated Hermes Fund Family | Director | Current | — |
| Publix Super Markets, Inc. | Director | 2015–2020 | Former director |
| University of Alabama | President’s Cabinet (affiliation) | Current | — |
Board Governance
- Roles and independence: Lead Director (elected annually by independent directors), presides over executive sessions; board affirms Hough’s independence under NYSE standards .
- Committees: Audit Committee member (financial expert designation), Nominating, Compensation & Governance (NCG) Committee member, Executive Committee Chair (independent) .
- Meetings and attendance: Board met 4 times in 2024; Audit Committee met 4 times, NCG met 2 times, Executive Committee met once; each director attended at least 83% of board/committee meetings in 2024 .
- Engagement: Independent directors meet in executive session at each board meeting, chaired by the Lead Director; no directors attended the 2024 annual meeting, and none are expected to attend 2025 per historic practice .
- Related-party oversight: NCG reviews and approves related-person transactions; none required approval or disclosure in 2024; no compensation committee interlocks .
- Policies strengthening investor alignment: Prohibitions on hedging and pledging; no outstanding pledges or margin accounts for directors . Clawback policy for executives adopted per NYSE rules .
Fixed Compensation
| Component (2024 Board Year) | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $60,000 | Paid first day of board year |
| Annual Equity Retainer | $95,000 | Fully vested grant (May 6, 2024); grant-date fair value at $29.48 close |
| Lead Director Supplemental Retainer | $25,000 | Lead Director does not receive supplemental committee cash retainers |
| Audit Committee Member Fee | $10,000 | Member fee schedule |
| NCG Committee Member Fee | $5,000 | Member fee schedule |
| Hough 2024 Director Pay | Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Actual earned (board year starting May 2024) | 77,333 | 95,000 | 172,333 |
- Deferrals: Directors’ Deferred Compensation Plan allows deferral of cash or stock compensation; five directors deferred a portion of 2024 compensation. Hough’s beneficial ownership includes shares under the directors’ deferred plan (see Equity Ownership) .
Performance Compensation
| Performance-linked elements in director pay | Metrics | Vesting |
|---|---|---|
| None disclosed for non-employee directors | — | Annual equity retainer is fully vested; no performance metrics tied to director compensation |
Other Directorships & Interlocks
| Potential Interlock/Conflict | Exposure | Assessment |
|---|---|---|
| Equifax Inc. (Board) | Data/credit services | No related-party transactions disclosed; no board interlocks noted; independence affirmed |
| Federated Hermes Fund Family (Board) | Asset management | No related-party transactions disclosed; independence affirmed |
| Publix Super Markets (former) | Grocery retail | Former role; no current conflict |
Expertise & Qualifications
- Audit/financial expertise: Designated “audit committee financial expert”; deep assurance background as EY Americas Vice Chair and former Assurance Services Vice Chair .
- Governance leadership: Lead Director responsibilities include executive session leadership and facilitating communications among chair/CEO/board .
- Risk oversight: Audit Committee oversees financial reporting, internal controls, and enterprise risk including cybersecurity .
Equity Ownership
| Security | Beneficial Ownership | % of Class | Notes |
|---|---|---|---|
| Common Stock | 34,385 | * (<1%) | Includes 19,239 shares under the directors’ Deferred Plan; as of March 11, 2025 |
| Class A Common Stock | — | — | None |
- Stock ownership guidelines: Non‑employee directors must hold ≥5x cash retainer; directors prohibited from selling until guideline met; all non‑employee directors meet or are on track .
- Hedging/pledging: Prohibited; no outstanding pledges or margin accounts for any director .
Governance Assessment
-
Positive signals
- Lead Independent Director since 2021, chairing executive sessions and enhancing board independence; multiple committee roles including Executive Committee Chair and Audit/NCG membership, with “financial expert” designation .
- Independence affirmed annually; no related-party transactions requiring disclosure in 2024; no compensation committee interlocks .
- Strong governance policies (hedging/pledging prohibitions; director ownership guidelines); clawback policy for executives supports accountability .
- Attendance threshold met (≥83%); structured committee cadence across audit/NCG/executive enhances oversight .
-
Watchpoints
- Multiple external board commitments (Equifax, Federated Hermes funds) may raise overboarding questions depending on investor policies, though no issues disclosed by HVT .
- Annual meeting non-attendance (historic practice of brief meetings without directors present) can be perceived as lower direct shareholder engagement despite high proxy participation .
- Dual-class voting structure centralizes control among founding family affiliates, potentially limiting influence of independent directors and common shareholders in director elections and governance changes .
RED FLAGS: None disclosed for Hough (no related-party transactions, hedging/pledging prohibited and none outstanding; independence affirmed) .
Shareholder sentiment context: Say‑on‑pay approval ~98% in prior year signals broad investor support for compensation framework (management), indirectly supportive of NCG oversight under which Hough serves .