L. Allison Dukes
Director at HVT
Board
About L. Allison Dukes
Independent director at Haverty Furniture Companies (HVT) since 2016; age 50. She is Chief Financial Officer of Invesco Ltd. (since 2020), previously SunTrust Banks’ CFO (2018–2019) and Head of Commercial Banking (2017–2018). She serves on the Board of Trustees of Children’s Healthcare of Atlanta and Emory University and is past chair of Junior Achievement of Georgia . The board affirms her independence under NYSE and company guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Invesco Ltd. | Chief Financial Officer | 2020–present | Senior finance leadership; relevant to Audit/financial oversight |
| SunTrust Banks, Inc. | Chief Financial Officer | 2018–2019 | Large bank CFO experience |
| SunTrust Banks, Inc. | Head of Commercial Banking | 2017–2018 | Commercial banking leadership |
External Roles
| Organization | Position | Tenure | Notes |
|---|---|---|---|
| Children’s Healthcare of Atlanta | Board of Trustees | Not disclosed | Non-profit governance |
| Emory University | Board of Trustees | Not disclosed | Academic governance |
| Junior Achievement of Georgia | Past Chair | Not disclosed | Community/education leadership |
Board Governance
- Committee assignments:
- Chair, Nominating, Compensation and Governance (NCG) Committee; 2 meetings in 2024; scope includes director/exec compensation, CEO evaluation, board composition, governance policies, ESG oversight, and approval of related person transactions .
- Member, Executive Committee (independent member); 1 meeting in 2024; acts with board authority between meetings; includes one non‑independent member (Executive Chairman) .
- Independence and leadership:
- Board confirms Dukes meets NYSE/SEC independence standards (and enhanced standards for compensation committee membership) .
- Independent directors meet in executive session at each board meeting; presided by the Lead Director (G. Thomas Hough) .
- Attendance:
- In 2024, board met 4 times; each director attended at least 83% of board and committee meetings on which they served .
- Governance policies:
- Hedging and pledging of company stock prohibited for directors/officers; no outstanding pledges or margin accounts among directors/officers .
- Related party transactions: NCG Committee reviews/approves; none required approval or disclosure in 2024 .
- Compensation consultant (Meridian) engaged by NCG; committee determined no conflicts of interest in 2024 .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $60,000 | Paid on first day of board year |
| NCG Committee Chair fee | $15,000 | Supplemental annual retainer |
| Other committee member fees | Audit Member $10,000; NCG Member $5,000 | Not applicable to Dukes as NCG Chair; disclosed fee mix for board year |
| 2024 Cash actually paid (Dukes) | $70,000 | Fees earned in 2024 |
Director compensation structure is a mix of cash and stock; paid for the “board year” from annual meeting to day before next meeting; retainers paid first day of board year .
Performance Compensation
Directors do not receive performance‑based pay. As NCG Chair, Dukes oversees executive pay-for-performance programs anchored by financial metrics; 2024 outcomes below.
| Metric | Target | Outcome | Earned/Impact |
|---|---|---|---|
| MIP‑I Pre‑Tax Earnings (Q1) | $12.9mm; 13% weight | $3.2mm (25% of goal) | 0% of target; 0% of MIP‑I earned |
| MIP‑I Pre‑Tax Earnings (Q2) | $7.1mm; 7% weight | $6.5mm (91%) | 82% of target; 6% of MIP‑I earned |
| MIP‑I Pre‑Tax Earnings (Q3) | $9.3mm; 9% weight | $6.9mm (74%) | 48% of target; 4% of MIP‑I earned |
| MIP‑I Pre‑Tax Earnings (Q4) | $10.7mm; 11% weight | $9.6mm (90%) | 78% of target; 9% of MIP‑I earned |
| MIP‑I Annual Pre‑Tax Earnings | $40.0mm; 60% weight | $26.2mm (65%) | 0% of target; 0% of MIP‑I earned |
| Total MIP‑I Earned | — | — | 19% of MIP‑I target |
| MIP‑II (individual goals) | 20% of cash incentive | Committee discretion | 100% of MIP‑II target for each NEO |
| EBITDA PRSU (2024) | Target $54.9mm; 40% threshold $38.4mm; 175% max $68.6mm | Actual $41.7mm | 52% of target shares earned; cliff vest Feb 2027 |
| Sales PRSU (2024) | Target $847.3mm; 40% threshold $762.6mm; 125% max $932.0mm | Actual $722.9mm | 0% earned (forfeited) |
NCG program features include capped payouts, clawback/recoupment compliant with NYSE rules, double‑trigger change‑in‑control vesting, and prohibition on repricing underwater options; no tax gross-ups; equity grants approved in January with no opportunistic timing .
Director Compensation (2024)
| Director | Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| L. Allison Dukes | 70,000 | 95,000 | 165,000 |
Notes:
- Annual fully vested equity grant on May 6, 2024 at closing price $29.48; aggregate grant-date fair value $95,000 for each non‑employee director .
- Directors may elect to defer cash or stock compensation under the Directors’ Deferred Compensation Plan; five directors deferred a portion of 2024 compensation (not individually specified for Dukes) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards | None disclosed for Dukes in HVT proxy |
| Compensation committee interlocks | None; NCG members are independent and have not served as Havertys officers; no reciprocal executive/committee interlocks with other companies |
| Consultant conflicts | Meridian Compensation Partners engaged by NCG; committee determined no conflicts in 2024 |
Expertise & Qualifications
- Finance executive with CFO experience at a global asset manager and prior bank CFO; aligns with board needs in finance, risk, capital allocation, and governance .
- NCG chair role covers ESG oversight, governance documents, board composition, CEO performance reviews, and related‑party transaction reviews .
Equity Ownership
| Holder | Common Shares | % of Class | Class A Shares | % of Class | Notes |
|---|---|---|---|---|---|
| L. Allison Dukes | 32,116 | * (<1%) | — | — | Shares include beneficial ownership under Directors’ Deferred Plan |
- Stock ownership guidelines for non‑employee directors: 5× cash retainer; directors prohibited from selling until guideline reached; all non‑employee directors meet or are on track to meet guidelines .
- Hedging/pledging prohibited; no pledges or margin accounts outstanding for directors/officers .
Governance Assessment
- Strengths:
- Independent NCG chair with deep finance background; clear oversight of compensation, governance, ESG, and related‑party transactions .
- Robust pay‑for‑performance alignment overseen by NCG: 2024 cash incentives leaned heavily on pre‑tax earnings; PRSUs tied to EBITDA and sales with below‑target outcomes reflected in reduced payouts; clawback and double‑trigger CIC protections in place; no repricing or tax gross‑ups .
- Attendance and board process discipline: each director ≥83% attendance; independent executive sessions at each board meeting; Lead Director structure .
- Clean related‑party profile in 2024; explicit policy with NCG oversight .
- Strong shareholder support: ~98% “for” on the prior say‑on‑pay vote noted by the board .
- Potential watch items:
- Dual‑class structure concentrates voting power among legacy family and insiders; while not specific to Dukes, independent leadership and committee chairs are key mitigants .
- Annual meeting attendance policy/precedent: directors did not attend 2024 meeting and are not expected in 2025; investor engagement relies on management communications; board receives updates .