Vicki R. Palmer

About Vicki R. Palmer

Vicki R. Palmer, age 71, has served as an independent director of Haverty Furniture Companies, Inc. (HVT) since 2001. She is a retired senior finance executive from Coca‑Cola Enterprises with deep treasury, financial services, and administrative experience; HVT designates her as an “audit committee financial expert.” Her current outside public board is First Horizon National Corporation, and she also holds several nonprofit governance roles (Finance Chair of the Black Economic Alliance; Lifetime Trustee of Spelman College, Rhodes College, and Woodward Academy).

Past Roles

External Roles

Board Governance

• Independence: The board affirmed Palmer’s independence under NYSE standards; she is listed among independent nominees.
• Committee assignments: Audit Committee member; HVT designates all Audit members (including Palmer) as “audit committee financial experts.” Audit met 4 times in 2024. She is not listed on the Nominating, Compensation & Governance (NCG) Committee or the Executive Committee.
• Attendance and engagement: In 2024 each director attended at least 83% of board and relevant committee meetings; independent directors meet in executive session at each board meeting (lead director presides). In 2023 each director attended at least 88%.
• Board leadership context: Lead Independent Director is G. Thomas Hough; separate Executive Chairman (Smith) and CEO roles began in 2025.

Fixed Compensation

• Director pay structure (2024 board year beginning May 6, 2024): Equity retainer $95,000; cash retainer $60,000; supplemental retainers: Lead Director $25,000, Audit Chair $20,000, NCG Chair $15,000; committee member retainers: Audit $10,000, NCG $5,000. Paid on first day of the board year; annual equity grant fully vested at grant (common stock at $29.48 on May 6, 2024).
• Deferred Compensation: Non‑employee directors may elect to defer cash and/or stock compensation under the Directors’ Deferred Compensation Plan.

Director stock ownership guidelines: Each non‑employee director must hold stock equal to 5x the cash retainer (shares determined at the start of each board year); directors are prohibited from selling until the guideline is reached; all non‑employee directors meet or are on track to meet the guideline.

Performance Compensation

HVT’s performance metrics (EBITDA, Sales, TSR, Pre‑Tax Income) apply to executives, not directors; no director performance pay metrics are disclosed.

Other Directorships & Interlocks

Expertise & Qualifications

• Financial expertise: Designated Audit Committee financial expert; prior EVP of Financial Services & Administration and former Treasurer at Coca‑Cola Enterprises.
• Governance: Longstanding independent director (since 2001) with experience in compensation/governance oversight at the board level; board affirms independence annually.

Equity Ownership

• Beneficial ownership (as of proxy dates): Palmer owned 33,237 common shares as of March 8, 2024; 36,459 common shares as of March 11, 2025 (each <1% of common shares outstanding). No Class A holdings disclosed for Palmer.
• Hedging/pledging: HVT prohibits directors from hedging or pledging company stock; no pledges or margin accounts outstanding for any directors or executive officers.
• Director ownership guideline: 5x cash retainer; all non‑employee directors meet or are on track.

Governance Assessment

• Strengths

  • Financial oversight: Audit Committee member and SEC‑designated audit committee financial expert; signs Audit Committee reports.
  • Independence and risk controls: Independence affirmed; robust prohibitions on hedging/pledging; explicit related‑party policy with committee oversight; no related‑party transactions disclosed in 2024 or 2023.
  • Shareholder support signals: Say‑on‑pay has received very high support (≈98% noted in the 2025 proxy regarding the prior year; 99% in 2023), and 2025 say‑on‑pay was approved with strong “For” votes.
  • Election support: In 2025 Class A vote, Palmer received 1,113,313 “For” and 185 “Withheld,” indicating broad shareholder backing within the high‑vote class.

• Watch items

  • Tenure and refreshment: Palmer has served since 2001 (long tenure can raise refreshment questions); HVT’s guideline includes a mandatory retirement policy (no re‑election after age 75 unless waived annually).
  • Annual meeting engagement: HVT conducts very brief annual meetings with no directors present; while proxies represent ~90% of shares, absence of directors may be viewed by some investors as limiting direct engagement.

• Attendance: Each director attended at least 83% (2024) and 88% (2023) of their meetings, indicating consistent board engagement.

Additional Reference Data

• Committee structure and 2024 meeting cadence:

  • Audit (4 meetings): Chair Al Trujillo; Members: Michael R. Cote, G. Thomas Hough, Vicki R. Palmer.
  • NCG (2 meetings): Chair L. Allison Dukes; Members: G. Thomas Hough, Derek G. Schiller, Al Trujillo.
  • Executive (1 meeting): Chair G. Thomas Hough; Members: L. Allison Dukes, Al Trujillo; Non‑independent: Clarence H. Smith.

• Director compensation changes year‑over‑year: 2024 board year increased equity retainer to $95,000 and cash retainer to $60,000 (from $50,000/$50,000 in 2023), and added/raised committee retainers to align with peers.

• Shareholder votes (2025 Annual Meeting):

  • Election (Class A): Palmer For 1,113,313; Withheld 185; Broker Non‑Vote 29,416.
  • Say‑on‑Pay: For 23,050,213; Against 490,477; Abstain 52,608; Broker Non‑Vote 1,378,378.

Related‑party checks: No interlocks reported for the NCG Committee; no compensation committee interlocks disclosed.