John L. Gill
Executive Vice President, Merchandising at HVT
Executive
About John L. Gill
Executive Vice President, Merchandising at Havertys since 2019; previously Senior Vice President, Merchandising (2018–2019). Age 61 as of the 2025 proxy. Company-level performance metrics relevant to incentive design: 2024 adjusted EBITDA $41.7M and net sales $722.9M; 2024 pre-tax income $26.2M; cumulative TSR value shown as $162 for a $100 initial investment in 2024 (vs $246 in 2023) . Hedging and pledging of Havertys stock are prohibited for directors and executive officers; a clawback policy applies to incentive compensation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Haverty Furniture Companies, Inc. | Executive Vice President, Merchandising | 2019–present | Not disclosed |
| Haverty Furniture Companies, Inc. | Senior Vice President, Merchandising | 2018–2019 | Not disclosed |
External Roles
No external directorships or outside roles for Mr. Gill are disclosed in the proxy statements .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $400,000 | $420,000 | $420,000 |
| Target Bonus (% of salary) | Not disclosed | 60% | 60% |
| Annual Incentive Paid ($) | $255,782 | $222,405 | $88,422 |
| All Other Compensation ($) | $25,133 | $27,706 | $31,732 |
| Total Compensation ($) | $931,045 | $980,808 | $877,521 |
Annual incentive (MIP) payout detail:
- 2024: Corporate performance (MIP‑I) $38,022; Individual (MIP‑II) $50,400; total $88,422 .
- 2023: Corporate performance (MIP‑I) $172,005; Individual (MIP‑II) $50,400; total $222,405 .
- MIP targets: Gill’s combined target equals 60% of salary; MIP‑I is 80% of target cash incentive and MIP‑II is 20% .
Performance Compensation
Long-term equity award structure and outcomes
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Adjusted EBITDA (2024 PRSU) | 80% of PRSU mix | $54.9M; threshold $38.4M; max $68.6M | $41.7M | 52% of target shares earned | Cliff vest Feb 2027 |
| Net Sales (2024 PRSU) | 20% of PRSU mix | $847.3M; threshold $762.6M; max $932.0M | $722.9M | 0% (forfeited) | N/A |
| Adjusted EBITDA (2023 PRSU) | 80% of PRSU mix | $93.3M; threshold $65.3M; max $116.7M | $85.8M | 83.9% of target shares earned | Cliff vest Feb 2026 |
| Net Sales (2023 PRSU) | 20% of PRSU mix | $950.0M; threshold $855.0M; max $1,045.0M | $862.1M | 44.5% of target shares earned | Cliff vest Feb 2026 |
2024 grant detail (grant date 1/25/2024, price $34.73):
- RSU: 2,914 shares; fair value $101,203; vests 33.3% annually beginning May 2025 .
- PRSU (EBITDA): threshold 2,176; target 5,440; max 9,520 shares; fair value (target) $188,931; 52% earned for 2024 .
- PRSU (Sales): threshold 544; target 1,360; max 1,700 shares; fair value (target) $47,233; 0% earned for 2024 .
Annual cash incentive results
| Plan | Weighting | 2023 Payout (% of target) | 2024 Payout (% of target) |
|---|---|---|---|
| MIP‑I (Pre‑tax earnings) | 80% of cash incentive | 85.3% | 18.9% |
| MIP‑II (Individual goals) | 20% of cash incentive | 100% | 100% |
| Combined MIP payout (average NEOs) | — | 88.3% | 35.1% |
Equity Ownership & Alignment
- Stock ownership guidelines: EVP must hold 3.0x salary or 40,000 shares; new officers have five years to comply; guidelines reduce by 10% annually from age 60 up to 50%; all NEOs currently meet the guidelines .
- Hedging/pledging: Prohibited for directors and executive officers; no pledges outstanding .
Beneficial ownership
| Date | Common Shares | Class A Shares | Percent of Common Outstanding | Percent of Class A Outstanding |
|---|---|---|---|---|
| Mar 11, 2025 | 27,604 | 7,500 | ~0.18% (27,604 ÷ 15,001,596) | ~0.60% (7,500 ÷ 1,244,976) |
| Mar 8, 2024 | 22,303 | 7,500 | ~0.15% (22,303 ÷ 14,960,482) | ~0.59% (7,500 ÷ 1,275,395) |
Unvested equity awards at Dec 31, 2024 (market price $22.26)
| Grant | Type | Unvested Shares | Market Value ($) |
|---|---|---|---|
| 1/26/2022 | RSU | 858 | $19,099 |
| 1/26/2022 | PRSU (2022 EBITDA earned 104.3%) | 5,063 | $112,702 |
| 1/26/2022 | PRSU (2022 Sales earned 101.7%) | 1,234 | $27,469 |
| 1/26/2023 | RSU | 1,792 | $39,890 |
| 1/26/2023 | PRSU (2023 EBITDA earned 83.9%) | 4,252 | $94,650 |
| 1/26/2023 | PRSU (2023 Sales earned 44.5%) | 564 | $12,555 |
| 1/25/2024 | RSU | 2,914 | $64,866 |
| 1/25/2024 | PRSU (2024 EBITDA earned 52.0%) | 2,829 | $62,973 |
2024 vesting activity: Shares acquired on vesting 12,297; value realized $401,234; net shares received 7,396 .
Employment Terms
- No employment agreement; executives are covered by change-in-control agreements that auto-renew annually .
- CIC benefits (double trigger within 24 months): severance equal to 2× (higher of current or 3-year average base salary + higher of current-year or 3-year average annual incentive), pro‑rated final year bonus, 24 months of medical/life insurance premium reimbursement, and acceleration per award terms; no tax gross‑ups .
- Potential payments estimate for Mr. Gill (as of 12/31/2024, stock price $22.26):
- CIC without termination: LTI value $434,204
- CIC with involuntary termination/good reason: Severance $1,217,739; healthcare/other $49,431; LTI $434,204
- Death/Disability: LTI $434,204
- Vesting terms: RSUs vest pro‑rata over three years; RSUs vest in full upon death/disability; PRSUs vest upon death/disability based on actual performance; for retirement‑eligible awards, continued vesting post‑retirement subject to restrictive covenants .
Compensation Structure Analysis
- Shift in pay mix: 2024 non‑equity bonus fell to $88k (vs. $222k in 2023) as MIP‑I paid 18.9% of target on weaker pre‑tax earnings; equity awards rose modestly to $337k (from $300k) with PRSU outcomes mixed (EBITDA 52% earned; Sales 0%) .
- PRSU emphasis: For other NEOs (including Gill), 60–70% of LTI was granted as PRSUs in 2024, tightening pay‑for‑performance linkage to EBITDA and Sales .
- Governance safeguards: Double‑trigger CIC vesting under 2021 LTIP; clawback policy; prohibition of hedging/pledging; no option repricing or tax gross‑ups .
Related Party Transactions and Risk Indicators
- No related party transactions requiring disclosure in 2024 .
- Alignment safeguards: Hedging/pledging prohibited; say‑on‑pay support ~98% in 2024/2025; no option repricing; no change‑in‑control tax gross‑ups .
Compensation Peer Group (benchmarking context)
- 2024 peer group included American Woodmark, Ethan Allen Interiors, La‑Z‑Boy, Bassett Furniture, Flexsteel, Miller Knoll, Big 5 Sporting Goods, Hibbett Sports, Oxford Industries, Conn’s, Hooker Furnishings, Sleep Number, Culp, Kimball International, Lovesac; policy targets cash compensation around peer median .
- 2025 peer group updated (Kimball removed, Arhaus added; plus American Woodmark, Ethan Allen, La‑Z‑Boy, Bassett, Flexsteel, Miller Knoll, Big 5 Sporting Goods, Hibbett Sports, Oxford Industries, Conn’s, Hooker Furnishings, Sleep Number, Culp, Lovesac); targets still informed by peer median .
Say‑On‑Pay & Shareholder Feedback
- Advisory vote approval ~99% in 2023; ~98% noted in the 2025 proxy; program affirmed without material changes attributable to vote results .
Expertise & Qualifications
- Role-based credentials: Long‑tenured merchandising leadership (EVP since 2019; SVP 2018–2019). Specific educational background and external honors are not disclosed in the proxies .
Work History & Career Trajectory
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Haverty Furniture Companies, Inc. | EVP, Merchandising | 2019–present | Named executive officer |
| Haverty Furniture Companies, Inc. | SVP, Merchandising | 2018–2019 | Promotion to EVP in 2019 |
Performance Compensation – Detailed Award Components
| Component | Grant Date | Shares (Threshold/Target/Max) | Grant-Date Fair Value ($) | Outcome | Vesting |
|---|---|---|---|---|---|
| RSU | 1/25/2024 | 2,914 (time-based) | $101,203 | Time-based | 33.3% annually starting May 2025 |
| PRSU (EBITDA 2024) | 1/25/2024 | 2,176 / 5,440 / 9,520 | $188,931 (target) | 52% earned | Cliff vest Feb 2027 |
| PRSU (Sales 2024) | 1/25/2024 | 544 / 1,360 / 1,700 | $47,233 (target) | 0% earned | N/A |
Board Governance
Mr. Gill is not a director; board governance details (lead director, committee independence, attendance) are disclosed for directors and committee members; hedging/pledging policy applies to executive officers .
Investment Implications
- Pay-for-performance linkage is strong: Gill’s cash bonus is highly sensitive to pre‑tax earnings (18.9% payout in 2024 vs 85.3% in 2023), while PRSUs directly tied to EBITDA and Sales produced a split outcome (EBITDA earned, Sales forfeited), aligning realized pay with macro/housing-cycle exposure .
- Vesting profile may create periodic supply: 2024 net shares received on vesting totaled 7,396; upcoming PRSU cliffs in Feb 2026/2027 and annual RSU installments could add incremental liquidity windows, though hedging/pledging prohibitions reduce mechanical selling pressure .
- Retention risk mitigants: Ownership guidelines compliance, double‑trigger CIC protection, continued vesting of retirement‑eligible awards subject to covenants, and clawback policy support alignment and retention .