Natalie B. Morhous
Director at HVT
Board
About Natalie B. Morhous
Independent director of Haverty Furniture Companies, Inc. (HVT) since 2024; age 41; currently Chief Executive Officer of RaceTrac Inc. (since January 2024) after serving as President from February 2019 to January 2024. She was elected to the HVT board on May 6, 2024, and is affirmed by the board as independent under NYSE standards and HVT’s guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RaceTrac Inc. | President | Feb 2019–Jan 2024 | Not disclosed in HVT proxy |
| RaceTrac Inc. | Chief Executive Officer | Jan 2024–present | Not disclosed in HVT proxy |
External Roles
| Organization | Role | Tenure/Notes | Public Company? |
|---|---|---|---|
| RaceTrac Inc. | Board of Directors | Ongoing (private company) | No |
| National Association of Convenience Stores (NACS) | Board of Directors | Ongoing | No (trade association) |
| Emory University Center for Ethics | Advisory Board | Ongoing; shared affiliation with Rawson Haverty Jr. (HVT director) | No |
| Young Presidents’ Organization (YPO) | Member | Ongoing | No |
| Leadership Georgia | Participant | 2023 cohort | No |
Board Governance
- Independence: The board affirmed Morhous as independent; the NCG Committee annually reviews independence under NYSE standards and HVT guidelines .
- Committee assignments: Morhous is not listed as a member of the Audit Committee, Nominating, Compensation and Governance (NCG) Committee, or Executive Committee for the 2025 board year .
- Attendance: The board met 4 times in 2024; each director attended at least 83% of board and committee meetings on which they served .
- Executive sessions: Independent directors meet in executive session at each board meeting, chaired by the Lead Director (currently G. Thomas Hough) .
- Lead Independent Director: G. Thomas Hough has served as Lead Director since 2021 .
| Committee | Chair | Members | 2024/2025 Meetings | Morhous Member? |
|---|---|---|---|---|
| Audit | Al Trujillo | Michael R. Cote; G. Thomas Hough; Vicki R. Palmer | 4 | No |
| NCG (Nominating, Compensation & Governance) | L. Allison Dukes | G. Thomas Hough; Derek G. Schiller; Al Trujillo | 2 | No |
| Executive | G. Thomas Hough | L. Allison Dukes; Al Trujillo; Non-independent member: Clarence H. Smith | 1 | No |
Fixed Compensation
- Director compensation structure (board year beginning at the annual meeting): $95,000 equity retainer; $60,000 cash retainer; supplemental cash fees for lead director ($25,000), Audit chair ($20,000), NCG chair ($15,000), Audit member ($10,000), NCG member ($5,000); all paid on the first day of the board year .
- 2024 actual (partial-year): Morhous received $40,000 in cash fees and $95,000 in stock awards; total $135,000; she was elected May 6, 2024 .
- Director annual equity grant: fully vested award granted May 6, 2024; grant date fair value calculated at the closing price of $29.48 per share .
| Item | Amount/Detail |
|---|---|
| Cash retainer (standard) | $60,000 per board year |
| Equity retainer (standard) | $95,000 per board year |
| Supplemental fees | Lead Director $25,000; Audit Chair $20,000; NCG Chair $15,000; Audit Member $10,000; NCG Member $5,000 |
| Morhous 2024 fees earned | $40,000 |
| Morhous 2024 stock awards | $95,000 (fully vested) |
| Grant date and fair value reference | May 6, 2024; $29.48 closing price |
Performance Compensation
| Component | Structure | Metrics | Earn-out |
|---|---|---|---|
| Director equity grant | Fully vested stock award (not performance-based) | None disclosed for directors | N/A |
Other Directorships & Interlocks
- Public company boards: None disclosed for Morhous in HVT’s proxy biography .
- Interlocks: Non‑profit advisory board interlock with Rawson Haverty Jr. via the Emory University Center for Ethics Advisory Board .
| External Board | Type | Role | Potential HVT Interlock |
|---|---|---|---|
| Emory University Center for Ethics | Non-profit | Advisory Board member | Shared with Rawson Haverty Jr. |
Expertise & Qualifications
- Consumer retail and operations executive: CEO of RaceTrac (convenience store chain), with prior tenure as President, indicating leadership and operational expertise relevant to consumer-focused businesses .
- Affiliations reflecting governance and ethics orientation: Advisory Board of Emory Center for Ethics; involvement in industry (NACS) and leadership networks (YPO) .
Equity Ownership
- Beneficial ownership: 3,222 shares of HVT common stock; percentage of class indicated as less than 1% in the proxy’s ownership table .
- Stock ownership guidelines for non‑employee directors: Required to hold a multiple of five times the cash retainer; directors prohibited from selling until guideline reached; all non-employee directors meet or are on track to meet guidelines .
- Hedging/pledging: Prohibited for directors; no pledges or margin accounts outstanding for any directors .
| Holder | Class | Shares | Percent of Class | Pledging/Hedging | Ownership Guidelines Status |
|---|---|---|---|---|---|
| Natalie B. Morhous | Common | 3,222 | <1% (asterisk indicated) | Prohibited; none outstanding | Directors meet or are on track to meet 5x cash retainer requirement |
Governance Assessment
- Independence and engagement: Morhous is board‑affirmed independent; board held 4 meetings in 2024 with ≥83% attendance by each director; independent executive sessions occur at every meeting, supporting oversight quality .
- Committee influence: She does not serve on Audit or NCG committees, limiting direct involvement in financial reporting and compensation oversight; however, these committees are fully independent and chaired by experienced directors, mitigating risk .
- Alignment and risk safeguards: Fully vested director equity grants and robust stock ownership guidelines enhance alignment; hedging/pledging bans and absence of related‑party transactions in 2024 reduce governance risk .
- Interlocks/conflicts: No public company directorships disclosed; a non‑profit advisory interlock with Rawson Haverty Jr. exists (Emory Center for Ethics) but no business ties or related‑party transactions were disclosed for 2024, keeping conflict risk low .
RED FLAG monitor: None disclosed specific to Morhous (no pledging, no related‑party transactions, no compensation anomalies; director equity grants are not performance‑based, which is common for board compensation) .