Michael R. Cote
Director at HVT
Board
About Michael R. Cote
Independent director of Haverty Furniture Companies, Inc. (HVT) since 2022; age 63. Former CEO of Secureworks (2002–2022) and chairman (2002–2011), with deep cybersecurity and governance expertise; designated an audit committee financial expert at HVT . HVT affirms his independence under NYSE standards; board attendance in 2024 was at least 83% across directors, with the board meeting 4 times .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Secureworks | Chief Executive Officer | 2002–2022 | Led operations; cybersecurity domain credentials |
| Secureworks | Chairman of the Board | 2002–2011 | Board leadership |
| Secureworks | Public Company Director | 2016–2021 | Oversight during public period |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Nitel, Inc. | Executive Chairman of the Board | Current | Private company; telecom/IT services |
| ImagineX | Board of Directors | Current | Technology services |
| Palmetto Technology Group | Director | Current | IT services |
| Children’s Healthcare of Atlanta | Board of Trustees | Current | Non-profit healthcare |
| Marist School | Chair, Board of Trustees | Current | Education non-profit |
Board Governance
- Committee assignments: Audit Committee member; Audit Committee met 4 times in 2024; each Audit Committee member is designated an “audit committee financial expert” under SEC rules .
- Independence: Affirmed independent; HVT lists Cote among independent nominees under NYSE standards .
- Attendance and engagement: Board met 4 times in 2024; each director attended at least 83% of board and committee meetings on which they served .
- Lead Independent Director: G. Thomas Hough; independent directors meet in executive session at each board meeting .
- ESG and governance oversight: NCG Committee oversees ESG initiatives and related-person transactions; Audit Committee oversees risk, financial reporting, internal controls, and cybersecurity .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (standard) | $60,000 | Board year basis; paid first day of board year |
| Equity retainer (standard) | $95,000 | Fully vested annual grant; grant-date fair value $29.48 per share on May 6, 2024 |
| Audit Committee member fee | $10,000 | Supplemental annual retainer |
| 2024 actual cash/fees earned (Cote) | $63,333 | Board year 2024 |
| 2024 stock awards (Cote) | $95,000 | Fully vested annual grant |
| 2024 total director compensation (Cote) | $158,333 | Sum cash + equity |
| Deferral election | Cash fees deferred, paid in common stock | Cote elected deferral for 2023–2024 and 2024–2025 board years |
Directors may defer cash or stock under the Directors’ Deferred Compensation Plan; five directors had balances, with elections for lump sum or installments; interest rate not above market .
Performance Compensation
- No performance-based compensation is disclosed for non-employee directors at HVT; equity retainer is fully vested and not tied to performance metrics .
Other Directorships & Interlocks
| Company | Type | Role | Interlock Risk |
|---|---|---|---|
| Secureworks | Public (prior) | Director (2016–2021) | No HVT compensation committee interlocks disclosed; NCG members are independent; no reciprocal officer/director relationships requiring disclosure |
| Nitel, ImagineX, Palmetto Technology Group | Private | Board roles | No related-party transactions requiring disclosure in 2024 |
Expertise & Qualifications
- Financial expert: Audit Committee members, including Cote, are designated “audit committee financial experts” under SEC rules .
- Cybersecurity and IT: Multi-decade leadership at Secureworks; committee oversight includes risk management and cybersecurity .
- Governance: Service on multiple boards/trusteeships; independence affirmed .
Equity Ownership
| Security | Beneficial Ownership | Percent of Class | Notes |
|---|---|---|---|
| HVT Common Stock | 7,403 shares | <1% | Includes 6,015 shares under Directors’ Deferred Plan |
| HVT Class A Common Stock | — | — | None disclosed |
| Hedging/Pledging | Prohibited | — | Directors prohibited from hedging or pledging; no outstanding pledges or margin accounts |
Governance Assessment
-
Positives
- Independence and audit financial expert status enhance oversight of financial reporting, controls, and cybersecurity .
- Attendance threshold met; board and audit engagement evident (4 board meetings; 4 audit meetings in 2024) .
- Ownership alignment via deferral of cash fees into stock; adherence to director stock ownership guidelines (5x cash retainer; directors meet or are on track) .
- No related-party transactions requiring approval or disclosure in 2024; robust related party policy overseen by NCG .
- Clawback, anti-hedging/pledging, and strong governance policies support investor confidence .
-
Potential Watch Items
- HVT’s dual-class structure concentrates voting power among insiders; while not director-specific, it can limit minority shareholder influence despite independent oversight .
- No disclosed performance-based elements in director pay; equity grants are fully vested, which may modestly reduce at-risk alignment relative to PSU frameworks for directors .
-
RED FLAGS
- None identified specific to Cote: no hedging/pledging, no related-party transactions in 2024, independent status affirmed, Audit Committee financial expert designation .