Richard B. Hare
Executive Vice President, Chief Financial Officer, and Corporate Secretary at HVT
Executive
About Richard B. Hare
Richard B. Hare is Executive Vice President, Chief Financial Officer, and Corporate Secretary of Haverty Furniture Companies, Inc. (Havertys). He is 58 years old and has served as CFO since May 4, 2017, adding Corporate Secretary responsibilities in 2024 . Hare holds a B.S. in Business Administration (Accounting) from Auburn University, an MBA from Vanderbilt University, is a CPA, and completed Harvard Business School’s Advanced Management Program . Company performance metrics relevant to his pay-for-performance incentives for 2024 include Net Sales of $722.9 million, Adjusted EBITDA of $41.7 million, and Pre‑Tax Income of $26.153 million; cumulative TSR for 2020–2024 ranged from 136 to 246 and stood at 162 in 2024, underscoring the linkage of equity awards to value creation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Haverty Furniture Companies, Inc. | EVP & CFO (later EVP, CFO & Corporate Secretary) | 2017–present | Finance leadership through macro headwinds; named Corporate Secretary, reinforcing governance rigor |
| Carmike Cinemas, Inc. | SVP Finance, Treasurer & CFO | 2006–2016 | Led finance at a national exhibitor until acquisition in Dec 2016, bringing public-company experience |
| Greenfuels Holding Company, LLC | Chief Accounting Officer & Controller | 2002–2006 | Built accounting controls at an energy development firm |
| Sanmina‑SCI/SCI Systems, Inc. | Assistant Treasurer | 2000–2002 | Treasury operations at global electronics manufacturer |
| Wolverine Tube, Inc. | Treasurer; Assistant Treasurer | 1994–2000 | Corporate treasury leadership at a metals manufacturer |
| Coopers & Lybrand | Audit practice | ~1989–1993 | Foundational audit experience at Big Four predecessor |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Gray Television, Inc. (NYSE: GTN) | Director; Audit Committee member | 2016–present | Board expanded; appointed Sept 20, 2016 |
| Chatham Hall School | Board of Trustees member | Not disclosed | Education non-profit governance |
| RiverCenter for the Performing Arts | Board member | Not disclosed | Community/arts engagement |
| Auburn University (Harbert College of Business) | Emeritus member, Dean’s Advisory Council | Not disclosed | Academic advisory role |
Fixed Compensation
| Metric | 2024 Value |
|---|---|
| Base Salary ($) | 465,000 |
| Target Bonus (% of Base) | 70% |
| Target MIP Dollars ($) | MIP‑I: 260,400; MIP‑II: 65,100 |
| Actual Non‑Equity Incentive Paid ($) | Total: 114,211; Corporate (MIP‑I): 49,111; Individual (MIP‑II): 65,100 |
| All Other Compensation ($) | 32,839 (includes 401k match $13,800 and other $19,039) |
Performance Compensation
Annual Cash Incentive (MIP)
| Component | Weighting | 2024 Target | 2024 Actual/Payout |
|---|---|---|---|
| MIP‑I (Pre‑Tax Earnings) | 80% of total cash incentive | $260,400 | Earned 18.9% of target for NEOs; Hare corporate component paid $49,111 |
| MIP‑II (Individual Goals) | 20% of total cash incentive | $65,100 | Earned 100% of target; Hare individual component paid $65,100 |
Key design details: Quarterly and annual pre‑tax earnings goals with payout range 40%–175% of target (threshold at 70% of goal; max at 125% of goal). Individual goals range 0%–100% of target .
Equity Awards (2024 Grants; Grant Date 1/25/2024)
| Award Type | Metric | Target | Actual | Payout | Hare Target Shares | Hare Earned Shares | Vesting |
|---|---|---|---|---|---|---|---|
| PRSU (EBITDA) | Adjusted EBITDA | $54.9m target; $38.4m threshold; $68.6m max | $41.7m EBITDA | 52% of target earned | 6,720 | 3,494 | Cliff vest Feb 28, 2027 |
| PRSU (Sales) | Net Sales | $847.3m target; $762.6m threshold; $932.0m max | $722.9m net sales | 0% (forfeited) | 1,680 | 0 | N/A (no shares earned) |
| RSU (Time-based) | N/A | N/A | N/A | 33.3% annually | 3,600 | N/A | Equal annual installments beginning May 2025 |
Grant date fair values for Hare (ASC 718): PRSU‑EBITDA $233,386; PRSU‑Sales $58,346; RSU $125,028 . Dividend equivalents are not accrued/paid on unvested awards .
Equity Ownership & Alignment
Beneficial Ownership
| Class | Shares Beneficially Owned | % of Class |
|---|---|---|
| Common Stock | 31,542 | * (<1%) |
| Class A Common | — | — |
Stock Ownership Guidelines and Compliance:
- Executive Vice President guideline: 3.0x salary or 40,000 shares; all NEOs meet guidelines; new officers have five years to comply .
- Hedging and pledging prohibited; no outstanding pledges or margin accounts among directors/executives .
Outstanding Unvested Awards (as of 12/31/2024; Market Price $22.26)
| Grant Date | Type | Shares Not Vested (#) | Notes |
|---|---|---|---|
| 1/26/2022 | RSU | 1,162 | 33.3% vest annually each May 8 |
| 1/26/2022 | PRSU (EBITDA 2022) | 6,853 | Earned 104.3%; vest Feb 28, 2025 |
| 1/26/2022 | PRSU (Sales 2022) | 1,671 | Earned 101.7%; vest Feb 28, 2025 |
| 1/26/2023 | RSU | 2,389 | 33.3% vest annually each May 8 |
| 1/26/2023 | PRSU (EBITDA 2023) | 5,669 | Earned 83.9%; vest Feb 28, 2026 |
| 1/26/2023 | PRSU (Sales 2023) | 752 | Earned 44.5%; vest Feb 28, 2026 |
| 1/25/2024 | RSU | 3,600 | 33.3% vest annually beginning May 2025 |
| 1/25/2024 | PRSU (EBITDA 2024) | 3,494 | Earned 52%; vest Feb 28, 2027 |
Options: None exercised; no option awards reported for 2024 .
Deferred Compensation:
- Aggregate balance $277,348; 2024 earnings $26,782; no 2024 executive or company contributions for Hare .
Employment Terms
- Start date at Havertys: May 4, 2017 (appointed EVP & CFO) .
- Change‑in‑Control (CIC) agreements auto‑renew annually; double‑trigger required; severance equal to 2x the sum of highest base salary and highest/average annual non‑equity incentive, plus pro‑rata final year bonus, 24 months medical/life premium reimbursement, and accelerated vesting treatment per plan .
- Hare’s estimated CIC benefits (as of 12/31/2024): Severance $1,387,181; Healthcare and other $64,167; Long‑Term Incentive accelerated value $569,633 .
- Clawback: Comprehensive NYSE‑compliant policy covering restatements and misconduct .
- Tax gross‑ups: None for CIC .
- SERP/Pension: NEOs joining after Dec 2015 have no SERP benefits; Hare joined in 2017, thus none .
- Post‑retirement vesting: Retirement‑eligible awards may continue to vest subject to restrictive covenants; double‑trigger CIC applies to 2021 LTIP awards .
Compensation Structure Analysis
- Mix and Risk Profile: For other NEOs (including CFO), equity awards are 60–70% PRSUs, remainder RSUs—higher at‑risk pay linked to EBITDA and sales; no options; no repricing/buyouts .
- 2024 Outcomes: MIP‑I paid 18.9% of target vs 100% MIP‑II; PRSUs for EBITDA earned at 52% while sales PRSUs were forfeited—clear linkage to operating results .
- Peer Benchmarking: Annual cash compensation targeted near median of a defined retail/home furnishings peer set (e.g., La‑Z‑Boy, Ethan Allen, Miller Knoll, Arhaus, Lovesac, etc.) .
Say‑on‑Pay & Shareholder Feedback
- Advisory support: Approximately 98% approval of NEO compensation in prior year; continued annual say‑on‑pay cadence .
Equity Ownership & Alignment Policies
- Ownership guidelines for executives; compliance confirmed .
- Hedging/pledging prohibitions; no pledges or margin accounts among directors/executives .
Expertise & Qualifications
- Auburn B.S. (Accounting), Vanderbilt MBA, CPA, Harvard AMP; extensive public‑company finance leadership and audit/treasury background .
Investment Implications
- Pay-for-performance alignment is intact: 2024 cash incentives paid modestly on financials (18.9% of MIP‑I) and fully on individual goals, while PRSU outcomes tightly tracked EBITDA (52%) and penalized sales underperformance (0%), reinforcing disciplined incentive design .
- Insider selling pressure windows: Significant unvested RSUs and earned PRSUs scheduled to vest on May 8 (annual RSU tranches) and Feb 28 in 2025, 2026, and 2027, which may create periodic liquidity events; hedging/pledging is prohibited, mitigating adverse alignment signals .
- Retention risk appears contained: Double‑trigger CIC and multi‑year vesting of equity (with continued vesting subject to covenants for retirees) provide retention hooks; no SERP accruals and no CIC tax gross‑ups reduce shareholder risk of outsized exit economics .
- Governance and investor support: High say‑on‑pay approval (98%) and robust clawback policy underpin confidence in compensation oversight; peer‑calibrated targets and Meridian’s independent advice reduce inflation risk in pay benchmarking .