Rawson Haverty Jr.
Director at HVT
Board
About Rawson Haverty Jr.
Age 68; Non-Independent, Non-Management Director at Havertys (HVT). Former Management Director from 1992–2023 and retired Senior Vice President, Real Estate & Development (1998–2023). Affiliations include Southface Institute, Christopher’s Haven Atlanta, and Advisory Board of the Emory University Center for Ethics. He is first cousin to Executive Chairman Clarence H. Smith, reinforcing a family interlock within HVT’s dual-class governance structure .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Haverty Furniture Companies, Inc. | Senior Vice President, Real Estate & Development | 1998–2023 | Oversaw real estate/development; management director through 2023 |
| Haverty Furniture Companies, Inc. | Management Director | 1992–2023 | Board service as management director |
| Haverty Furniture Companies, Inc. | Non-Independent, Non-Management Director | 2023–present | Current director; designated non-independent |
External Roles
| Organization | Role | Tenure | Details |
|---|---|---|---|
| Southface Institute | Affiliation | Not disclosed | Listed as an affiliation |
| Christopher’s Haven Atlanta | Affiliation | Not disclosed | Listed as an affiliation |
| Emory University Center for Ethics | Advisory Board member | Not disclosed | Listed as an affiliation |
Board Governance
- Independence: Non-Independent (designated by the Board) .
- Committee assignments: Not listed on Audit, NCG, or Executive Committees; no chair roles .
- Lead Independent Director: G. Thomas Hough; independent directors meet in executive session each board meeting .
- Attendance: Each director attended at least 83% of board and committee meetings in 2024; Board met 4 times (Audit 4; NCG 2; Executive 1) .
- Annual meeting attendance: No directors attended the 2024 annual meeting; none expected to attend 2025 .
- Related party controls: NCG Committee (all independent) reviews related person transactions; none required approval or disclosure in 2024 .
Fixed Compensation
| Component | Program Detail | Amount |
|---|---|---|
| Annual equity retainer | Fully vested common stock grant at start of board year | $95,000 |
| Annual cash retainer | Paid on first day of board year | $60,000 |
| Supplemental retainers | Lead Director | $25,000 |
| Supplemental retainers | Audit Chair | $20,000 |
| Supplemental retainers | NCG Chair | $15,000 |
| Supplemental retainers | Audit Member | $10,000 |
| Supplemental retainers | NCG Member | $5,000 |
| Director (2024 Board Year) | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Rawson Haverty Jr. | $56,667 | $95,000 (grant-date value at $29.48/share on May 6, 2024) | $151,667 |
- Directors’ Deferred Compensation Plan allows deferral of cash or stock compensation; five directors deferred a portion of 2024 compensation (individual names not fully disclosed for all); plan pays interest at a non-above-market rate .
Performance Compensation
| Performance-linked element | Applicability to Directors | Details |
|---|---|---|
| Annual performance metrics (e.g., EBITDA, Sales) | Not applicable to non-employee director pay | Director compensation is a mix of fixed cash and equity retainers; no performance-conditioned director awards or meeting fees disclosed . |
Note: HVT’s performance-based incentives apply to executives (e.g., PRSUs tied to EBITDA and Net Sales); directors receive fixed cash and equity retainers .
Other Directorships & Interlocks
| Entity | Role | Interlock/Conflict | Notes |
|---|---|---|---|
| Haverty Furniture Companies, Inc. | Director | Family interlock | First cousin to Executive Chairman Clarence H. Smith |
| — | — | Other public company boards | None disclosed in biography |
Expertise & Qualifications
- Deep company tenure and domain knowledge from 25 years leading real estate and development at HVT .
- Governance and ethics exposure via Emory Center for Ethics advisory role .
Equity Ownership
| Security Class | Shares Beneficially Owned | Percent of Class | Ownership Detail |
|---|---|---|---|
| Common Stock | 18,222 | * (less than 1%) | Includes 15,000 common shares with sole voting power via revocable proxy over Mary E. Haverty Foundation; no pecuniary interest; beneficial ownership disclaimed for Foundation shares . |
| Class A Common Stock | 160,959 | 12.9% | Direct: 84,074; LLC (manager): 65,140; Trust (co‑trustee for child): 8,728; plus 29,017 Class A with sole voting power via Foundation; disclaims beneficial ownership where applicable . |
| Shares outstanding (reference) | Common: 15,001,596 | — | As of March 11, 2025 . |
| Shares outstanding (reference) | Class A: 1,244,976 | — | As of March 11, 2025 . |
| Hedging/Pledging | Prohibited; none outstanding | — | Company prohibits hedging, pledging, margin accounts; none outstanding for directors . |
| Stock ownership guideline | 5x cash retainer for directors | — | All non‑employee directors meet or are on track to meet . |
Governance Assessment
- Strengths
- Independent oversight of compensation and governance by NCG Committee; comprehensive clawback policy and prohibition on hedging/pledging .
- No related party transactions in 2024 requiring approval/disclosure; director ownership guidelines in place and met/on track .
- Concerns / RED FLAGS
- Non-Independent director status with explicit family interlock to Executive Chairman; combined with dual-class structure and significant Class A ownership (12.9%) indicates potential control and influence risks that may affect minority shareholder alignment .
- Directors do not attend annual meetings; signals limited direct shareholder engagement at the annual meeting level .
- Implications
- Expect strong voice and influence from family shareholders in strategic and capital allocation decisions, with mitigants including independent committee structures and explicit related-party review policies .
- Portfolio managers should monitor board independence dynamics, any changes in committee composition, and ownership shifts (e.g., foundation proxy or LLC holdings) for potential governance impact .