UNITED STATES

SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )


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HAVERTY FURNITURE COMPANIES, INC.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)


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2024



PROXY STATEMENT AND
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Monday, May 6, 2024
10:00 AM Eastern Time



















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NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS
HAVERTY FURNITURE COMPANIES, INC.
780 Johnson Ferry Road, Suite 800
Atlanta, GAGeorgia 30342


NOTICE
MEETING INFORMATION
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DATE AND TIME:
Monday, May 6, 2024
10:00 a.m. Eastern Time
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LOCATION:
Courtyard Baltimore
Downtown/Inner Harbor
1000 Aliceanna Street
Baltimore, Maryland 21202
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RECORD DATE:
Holders of record of our Common Stock or Class A Common Stock as of March 8, 2024 are entitled to notice of, and to vote at, the meeting
ITEMS OF 2018 ANNUAL MEETING OF STOCKHOLDERS

The Annual Meeting of Stockholders of Haverty Furniture Companies, Inc. will be held at theMarriott SpringHill, 120 East Redwood Street, Baltimore, Maryland, at 10:00 a.m. on May 7, 2018, for the purpose of considering and acting upon:

BUSINESS
1.
Election of Directors:
Holders of Class A Common Stock to elect six directors.
Holders of Common Stock to elect twothree directors.
2.
Advisory Vote on Executive Compensation.
3.Ratification of the appointment of Grant Thornton LLP as our independent auditor.
3.Transactregistered public accounting firm for 2024.
Shareholders may also transact such other business as may properly come before the annual meeting or any adjournments.
As a stockholder, your vote is very important, and the company’s board of directors strongly encourages you to exercise your right to vote.
BY ORDER OF THE BOARD OF DIRECTORS
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Jenny Hill Parker
Senior Vice President, Finance, and
  Corporate Secretary
March 27, 2024
Atlanta, Georgia
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on May 6, 2024.
The proxy statement and Form 10-K for 2023 are available at www.proxyvote.com and on Havertys’ website at havertys.com under “Investor Relations” then “Reports & Financials” and “SEC Filings.”

The Board of Directors has fixed the close of business on March 9, 2018, as the record date for determining the stockholders entitled to notice of, and to vote at, the Annual Meeting or any adjournments thereof. Only holders of Common Stock and Class A Common Stock are entitled to vote.
VOTING METHODS
Please carefully review the proxy materials and follow the instructions to cast your vote in advance of the meeting.
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Internet
www.proxyvote.com*
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Telephone
Call 1-800-690-6903*
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If you are a holder of Common Stock or Class A Common Stock, a proxy card is enclosed. Please vote your proxy promptly by internet, telephone or by mail as directed on the proxy card in order that your stock may be voted at the Annual Meeting.
You may revoke the proxy at any time before it is voted by submitting a later dated proxy card or by subsequently voting via internet or telephone or by attending the Annual Meeting and voting in person.
March 28, 2018
By Order of the board of directors

 
Jenny Hill Parker
Senior Vice President, Finance,
  Secretary and Treasurer


Vote your shares online at www.proxyvote.com.
Vote your shares
by calling 1-800-690-6903.
Vote by mail.  Sign, date and return your Notice orproxy card.
*You will need the 11-digit control number from your proxy card, in the enclosed envelope.voting instructions or notice.
 

NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDERS MEETING TO BE HELD ON MAY 7, 2018:  The proxy statement and Havertys' Annual Report on Form 10-K for the 2017 fiscal year are available at www.proxyvote.com. These materials are also available on Havertys' Investor Relations website at havertys.com under "Investor Information," then "SEC Information."



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Table of Contents

TABLE OF CONTENTS
Our Board of Directors1
Proposal 1.  Election of Directors  
2
4
3
5
 
57
5
6
6
7
Board of Directors Oversight Roles79
810
13
Compensation Discussion and Related TransactionsAnalysis 
Role of the NCG Committee1016
17
Executive Compensation Components20
Compensation Committee Interlocks and Insider ParticipationReport1025
Executive Compensation 
11
12
13
14
15
18
21
23
2426
2528
2629
2731
2832
2933
29
33
3336
36
Proposal 2.  Advisory Vote on Executive Compensation42
Equity Compensation Plan Information3443
3644
Registered Public Accounting Firm3847
Ownership by our Principal Stockholders48
Ownership by our Directors and Management50
Information about our Annual Meeting3951
for 2025 Meeting4153
4254
4254
GAAP to Non-GAAP ReconciliationAppendix A



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OUR BOARD OF DIRECTORSOur Board of Directors



Our board is a highly engaged group of individuals that provides strong, effective oversight of Havertys. Both individually and collectively, our directors have the qualifications, skills and experience needed to inform and oversee the company’s long-term strategic growth priorities. The board believes that a variety and balance of perspectives on the board results in more thoughtful and robust deliberations, and ultimately, better decisions.

The nominees for election at the 2024 annual meeting were recommended to the board by its Nominating, Compensation and Governance Committee (the “NCG Committee”). The board of directors currentlyhas a rigorous process to ensure that its composition is diverse, balanced and aligned with the evolving needs of the company. Currently the board consists of nine members.  Onemembers, Mylle Mangum, will retire from the board as of our current directors, Mr. L. Phillip Humann, has reached the mandatory retirement age for directors under2024 Annual Meeting, consistent with our Corporate Governance Guidelines on director retirement.
All of the nominees are currently directors of Havertys except for Natalie Morhous, who is standing for election for the first time at the 2024 Annual Meeting. Ms. Morhous was recommended as a nominee by several Havertys directors.  Each director nominee was nominated on the basis of the unique experience, background, qualifications, attributes and will not stand for re-election.  Accordingly, at this annual meeting,skills that he or she brings to the slateboard, as well as how those factors blend with those of directors will be eight.  the other nominees.

The holders of Class A common stock will elect six directors and holders of common stock will elect twothree directors. Each elected director will hold office until the next annual meeting. The election of our directors requires a plurality of votes cast at the meeting by the holders of the respective classes of common stock.

Election of Havertys Board of Directors

What am I voting on?
Holders of Class A Common Stock are being asked to elect six director nominees for a one-year term.
Holders of Common Stock are being asked to elect two director nominees for a one-year term.
Voting recommendation:
Our board of directors recommends a vote "For" each of the director nominees.

The nominees for election at the 2018 annual meeting were approved for nomination by the Nominating and Corporate Governance Committee (the "Governance Committee") of the board. All of the nominees are currently directors of Havertys. We expect that each of the nominees will be available for election, but if any of them is unable to serve at the time the election occurs, it is intended that the proxies will vote for the election of another nominee to be designated by the GovernanceNCG Committee and the board.

Our board is a diverse, highly engaged group of individuals that provides strong, effective oversight of our Company. Both individually and collectively, our directors have the qualifications, skills and experience needed to inform and oversee the Company's long-term strategic growth priorities. The board believes that certain experience, qualifications, attributes and skills should be possessed by Havertys' board members because of their particular relevance to the company's business and structure, and these were all considered by the board in connection with this year's director nomination process.


The biographiesbiography of each of the nominees containcontains information regarding the person'ssuch nominee’s experience and his or her director positions held currently or at any time during the last five years. The fact that an icon is not shown does not mean the individual does not possess the experience, qualification, or skill.


Class A Common Stock NomineesCommon Stock NomineesProposal 1:  Election of Directors
 GloverHavertyMangumPalmerSmithTrujilloDukesSchuermann
Current/Former CEO
Consumer Focused  
Corporate Finance and Reporting 
Finance   
Furniture Industry  
   
Marketing/Brand Building
What am I voting on?
 
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Holders of Class A common stock are being asked to elect six directors for a one-year term.
Holders of common stock are being asked to elect three directors for a one-year term.
Voting recommendations: 
Risk Assessment  graphic
Sales 
Our board of directors recommends a vote “For” each of the director nominees.



12024 Proxy Statement |1

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Director Nominee Highlights


ExperienceBuilding Our Board - Nominee Demographics



The Board strives to maintain an appropriate balance of tenure, diversity and skills on the board.

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Nominee Attributes and Skills Legend


All Director nominees exhibit:
High integrity
Strategic and innovative thinking
Strong leadership skills
A proven record of success
Financial acumen
Excellent communication skills
Knowledge of corporate governance requirements and practices
Able to identify and manage risks
Strong collaboration, discussion, and decision-making skills
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 5 out of 9 current or former CEO
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 5 out of 9
Other public board experience
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 7 out of 9 finance experience
graphic  8 out of 9
Risk Assessment
 experience
Current/Former CEOConsumer Focused
 
Corporate Finance and Reportinggraphic 
FinanceFurniture Industry
7 out of 9
Consumer-focused
experience

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5 out of 9
Marketing/
Brand
Building experience
Risk Management
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 7 out of 9
Sales
experience
 
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1 out of 9 Cybersecurity    experience


2024 Proxy Statement |2

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Director Nominees


Proposal 1:  Nominees for Election by Holders of Class A Common Stock


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L. ALLISON DUKES
John T. Glover                                                                                          Age 49

Independent Director since 1996
Age 71                                                                                                        Lead Director since 2017
2016
Principal Occupation: Retired, Vice Chairman of Post Properties,Senior Managing Director and Chief Financial Officer, Invesco Ltd. since August 2020. Deputy Chief Financial Officer, Invesco Ltd. fromMarch 2020 to August 2020. Former Chief Financial Officer for SunTrust Banks, Inc., a real estate investment trust that develops and operates upscale multifamily apartment communities, from March 2000 to February 2003; President2018 until December 2019. Head of Post Properties,Commercial Banking for SunTrust Banks, Inc. from 1994 to 2000.2017 until 2018.
 
Directorships: MemberAffiliations: Board of theTrustees of Children’s Healthcare of Atlanta and Board of Trustees of Emory University,
a DirectorUniversity; past chair of Emory Healthcare, Inc. and Trustee Emeritusthe Board of The Lovett School.Junior Achievement of Georgia.
 
Experience:     
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RAWSON HAVERTY JR.
Age 67
Non-Independent
Non-Management Director since 2023
Management Director from 1992-2023
Rawson Haverty, Jr.                                                                                Management Director since 1992
Age 61
Principal Occupation: Retired, former Senior Vice President, Real Estate and Development of Havertys since 1998.  Over 33 years with Havertys in various positions.from 1998 until 2023.
 
Directorships: StarPound TechnologiesAffiliations: Southface Institute, Christopher’s Haven Atlanta, and World Children's Center and a member of the Advisory Board of the Emory University Center for Ethics at Emory University.Ethics.
 
Experience:        
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Mylle H. MangumIndependent Director since 1999
Age 69
 
Principal Occupation:  Chief Executive Officer of IBT Enterprises, LLC, a provider of design, construction and consultant services for the retail banking and specialty retail industries since 2003.
Directorships: Barnes Group, Inc., Express, Inc., PRGX Global, Inc. and The Shopping Center Group.
Experience:        
 

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NATALIE B. MORHOUS
Age 40

Ms. Morhous is standing for election for the first time.
Principal Occupation: CEO, RaceTrac Inc., since January 2024. President from February 2019 until January 2024.
Affiliations: Board of Directors of RaceTrac, Inc., Board of Directors of the National Association of Convenience Stores, Advisory Board of the Emory University Center for Ethics, Young President’s Organization, and Leadership Georgia‑2023.
Experience:  
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22024 Proxy Statement |3


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Director Nominees


Proposal 1:  Nominees for Election by Holders of Class A Common Stock


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VICKI R. PALMER
Vicki R. Palmer                                                                                               Age 70
Independent Director since 2001

Age 64
Principal Occupation: Retired,former Executive Vice President, Financial Services and Administration for Coca‑ColaCoca-Cola Enterprises Inc. from 2004 until 2009. Senior Vice President, Treasurer and Special Assistant to the CEO of Coca-ColaCoca‑Cola Enterprises Inc. from 1999 to 2004.
Other Public Directorships:First Horizon National Corporation and a memberCorporation.
Affiliations: Finance Chair of the Governing BoardBlack Economic Alliance, Lifetime Trustee of Spelman College, Rhodes College, and Woodward Academy.
 
Experience:            
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DEREK G. SCHILLER
Clarence H. Smith                                                                                          ManagementAge 53
Independent Director since 1989
Age 67                                                                                                             Chairman of the board since 2012
2020

Principal Occupation: President and Chief Executive Officer of Havertysthe Atlanta Braves, a Major League Baseball Club, since 2003.  Over 43 years with Havertys in various positions.2018. President of Business for the Braves from 2016 to 2018.
 
Directorships:  Oxford Industries, Inc. and memberAffiliations: Member of the Board of Trustees
the Metro Atlanta Chamber of Marist School.Commerce, the Atlanta Convention and Visitors Bureau, the Atlanta Sports Council, and the Jack and Jill Late-Stage Cancer Foundation.
 
Experience:
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Experience:          

 

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AL TRUJILLO
Al Trujillo                                                                                                      Age 64

Independent Director since 2003
Age 58
Principal Occupation: President and Chief Operating Officer of the Georgia Tech Foundation since 2013. Investment Funds Advisor from 2007 to 2013. Former President and Chief Executive Officer of Recall Corporation, a global information management company until 2007. Various positions with Brambles Industries, Ltd, parent company of Recall Corporation from 19962002 until 2007.
 
Other Public Directorships: Former director of SCANA Corporation, which was acquired by Dominion Energy in 2018.
Affiliations: Member of the Board of Trustees of Marist School.
Experience: 
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2024 Proxy Statement |4

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Director Nominees



Proposal 1:  Nominees for Election By Holders of Common Stock

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MICHAEL R. COTE
Age 62
Independent Director since 2022

Principal Occupation: Retired, former CEO of Secureworks from 2002 to 2022 and achairman of the board from 2002 to 2011.
Other Public Directorships: Secureworks from 2016 to 2021.
Affiliations: Executive Chairman of the Board of Directors of Nitel, Inc., Director of Palmetto Technology Group, Board of Trustees of Children’s Healthcare of Atlanta, and the Board of Trustees at Marist School.
Experience:
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G. THOMAS HOUGH
Age 69
Independent Director since 2018
Lead Director since 2021

Principal Occupation: Retired, Americas Vice Chair of Ernst & Young LLP (“EY”). Vice Chair of Assurance Services of EY from 2009 to 2014.
Other Public Directorships: Equifax Inc., Federated Hermes Fund Family, and former director of Publix Super Markets, Inc. from 2015 until 2020.
Affiliations: President’s Cabinet of the University of Alabama.
Experience:
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CLARENCE H. SMITH
Age 73
Management Director since 1989
Chairman of the Board since 2012

Principal Occupation: Chief Executive Officer of Havertys since 2003. President and Chief Executive Officer from 2003 until March 2021. Over 48 years with Havertys in various positions.
Other Public Directorships: Oxford Industries, Inc.
Affiliations: Executive Committee of Metro Atlanta Chamber of Commerce, and member of the Board of Trustees
of Marist School.
 
Experience:        
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Clarence H. Smith and Rawson Haverty, Jr. are first cousins and officers of Havertys.cousins.


32024 Proxy Statement |5


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Retiring Director – Not Standing For Election

Proposal 1:Nominees for Election by Holders of Common Stock
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MYLLE H. MANGUM
L. Allison DukesAge 75
Independent Director since 2016
Age 43
Principal Occupation:  Chief Financial Officer for SunTrust Banks, Inc., March 2018Head of Commercial Banking for SunTrust Banks, Inc. from 2017 until 2018. President, Chairman and CEO of the Atlanta Division of SunTrust Banks, Inc. from 2015 until 2017.  Executive Vice President and Private Wealth Management Line of Business Executive from 2013 until 2014.  Chief Financial Officer of Consumer Banking and Private Wealth Management in 2012.  Balance Sheet Manager from 2010 until 2011 and Managing Director and Head of Syndicated Finance Originations at SunTrust Robinson Humphrey from 2008 until 2009.
Directorships: Member of the Executive Board of Junior Achievement of Georgia and a member of the boards of Children's Healthcare of Atlanta, the Alliance Theater, the Atlanta History Center and a member of the Metro Atlanta Chamber of Commerce Executive Committee.
Experience:        
1999
Fred L. Schuermann                                                                                    Independent Director since 2001
Age 71
Principal Occupation: Retired, former President and Chief Executive Officer of LADD Furniture Inc. ("LADD") from 1996 until 2001.  ChairmanIBT Holdings, LLC, a provider of LADD from 1998 until 2000.design, construction and consultant services for the retail banking and specialty retail industries, since 2003.
 
Experience:           
Other Public Directorships: Barnes Group, Inc., Express, Inc., and former director of PRGX Global, Inc., which merged with Ardian in March 2021.
 
Retiring Director

Affiliations: The Shopping Center Group.
 
Experience:
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L. Phillip Humann                                                                                       Independent Director since 1992
Age 72                                                                                                         Chairman of the board from 2010 to 2012
                                                                                                                     Lead Director from 2012 to 2017

 
Principal Occupation:  Retired, former Chairman of the Board of SunTrust Bank, Inc. ("SunTrust") from 1998 to 2008.  Chief Executive Officer of SunTrust from 1998 to 2007 and President from 1998 to 2004.
Directorships: Coca-Cola Enterprises Inc. and Equifax, Inc.
Experience:          




Dual Class Stock Structure

We have a dual-class capital structure, which we believe is in the best interests of Havertys and its stockholders. Havertys was founded in 1885 and its initial public offering was in October 1929. The Company’s dual-class structure began in 1986 when each holder of common stock received a share of Class A common stock.

The long-term success of the Company for the benefit of our stockholders has been, and continues to be, the primary focus and engagement of the Board and management. Our capital structure ensures that the Company has a solid and supportive investor base throughout challenging economic cycles and crises. Messrs. Haverty and Smith and their families, as descendants of the Company’s founder and significant shareholders, have a deep interest in the long-term growth and success of the Company. We believe that historically, our ownership structure and this “patient capital” approach have provided a strategic advantage helping to mitigate some of the short-term pressures and exposure faced by some companies. Our structure allows management and the Board to focus on transforming the business model for sustainable growth and maintaining a strong balance sheet that generally benefits all stockholders. This long-term focus is especially critical in the current macroenvironment, which includes depressed housing sales, higher interest rates, wars, and geopolitical unrest.

Our shareholder returns have significantly exceeded relevant market indices over the past 15 years since the “Great Recession.”  Our cumulative Total Stockholder Return between December 31, 2008 and December 31, 2023 has been 674%, compared to 504% for the S&P Small Cap Index and 364% for the NYSE/AMEX/Nasdaq Home Furnishings & Equipment Store Index.

42024 Proxy Statement |6

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CORPORATE GOVERNANCECorporate Governance


The following sections provide an overview of our corporate governance structure and processes as it relatesthey relate specifically to our board of directors.

Board Leadership

Our company is led by Clarence Smith, who has served as chief executive officer since 2003 and chairman of the board since August 2012. Our board nominees are composed of sixseven independent directors, one non‑independent director, and twoMr. Smith as a management directors.director. Our independent directors meet in executive session at each board meeting. These sessions are presided over by the lead director.


Chairman/CEO:CEOWe believe that having a combined chairman/CEO, independent chairs for each of our board committees, and an independent lead director helps provide strong, unified leadership for our management team and board of directors and management team and is currently the right structure for our company. We have one individual who we believe is seen by employees, business partners, and stockholders as providing leadership for Havertys, and we have experienced independent directors providing oversight of company operations.  Although the board believes that separate positions are not

Lead Director:  Consistent with industry best practices, our lead director helps Havertys maintain a corporate governance structure with appropriate in the current circumstances, our Governance Guidelines do not establish this approach as policy. The board believes that it should have the flexibility to make these determinations at any given point based on what it considers is the appropriate leadership structure for Havertys at the time.

Lead Director:  Under our Governance Guidelines, in the absence of an independent chairman, the independent directors select one independent director as the board's lead director.independence and balance. The lead director chairs the executive sessions of independent directors and facilitates communications between the chairman/CEO and other directors. OurThe lead director, helpscurrently Mr. Hough, is elected by the independent directors annually.

The board believes that its current leadership structure is in the best interests of the Company maintain a corporate governance structure with appropriate independence and balance.  John Glover currently serves as lead director.

Risk Oversight

Inherent in the board's responsibilities is an understandingits stockholders, and oversight of the various risks facing the Company. Effective risk oversight is an important priority of the board. Whilethat the board hasshould continue to have the ultimate oversight responsibility, various committees offlexibility to determine the board assist the board and have specific areas of focusappropriate leadership structure for risk management.  The board as a whole examines specific business risks, such as cyber security, in its regular meetings in addition to the reports from its committees.Havertys.

Continuous oversight of overall risks, with emphasis on strategic risks, as well as operational and reputation risks.
Oversees the risk management process, with a focus on financial risk, internal controls and annual risk assessments with our internal auditors and other members of management.
Compensation policies, practices and incentive-related risks, organizational talent and culture, and management succession risks.
                             
Governance structure, board composition and compliance matters.
Responsible for the day-to-day management of the risks facing the Company.
Attendance

5

CORPORATE GOVERNANCE
Committees of the Board

Our board had four standing committees in 2017: Audit Committee, Compensation Committee, Governance Committee and Executive Committee. The table below shows the current membership ( indicates independent member), the principal functions and the number of meetings held in 2017:

Name, Meetings and MembersPrincipal Functions
Audit Committee
Meetings:  4
Independent Members:
Al Trujillo – Chair
Allison Dukes
John Glover
Vicki Palmer
Fred Schuermann
· Represents and assists the board in fulfilling its oversight responsibility relating to the quality and integrity of our annual and interim external consolidated financial statements.
· Reviews and discusses with management the Company's risk assessment framework and management policies, including the framework with respect to significant financial risk exposures.
· Monitors the qualifications, independence and performance of the Company's internal audit function and independent auditor and meets periodically with management, internal audit and the independent auditor in separate executive sessions.
· Other matters as the board deems appropriate.
· Each member has been designated by the board as "an audit committee financial expert" as defined by the Securities and Exchange Commission ("SEC") and meets the independence requirements of the New York Stock Exchange ("NYSE"), SEC and our Governance Guidelines.
Compensation Committee
Meetings:  2
Independent Members:
Mylle Mangum – Chair
John Glover
Phil Humann
Al Trujillo
· Translates our compensation objectives into a compensation strategy that reinforces alignment of the interests of our executives with that of our stockholders.
· Succession planning.
· Evaluates performance and approves the compensation and benefits of the chief executive officer and other executive officers.
· Reviews and administers our executives' compensation, equity-based compensation plans, and employee benefit plans.
· Each member meets the independence requirements of the NYSE, SEC and our Governance Guidelines.
Governance Committee
Meetings:  3
Independent Members:
Fred Schuermann – Chair
Vicki Palmer
· Reviews and makes recommendations for composition and structure of the board and policies relating to the recruitment of board members.
· Oversees director compensation.
· Reviews and recommends corporate governance policies and issues.
· Each member meets the independence requirements of the NYSE, SEC and our Governance Guidelines.
Executive Committee
Meetings:  0
Independent Members:
John Glover – Chair
Phil Humann
Mylle Mangum
Al Trujillo
Management Member
Clarence Smith
· In accordance with bylaws, acts with the power and authority of the board in the management of our business and affairs in the interim between meetings of the board.
· Generally holds meetings to approve specific terms of financings or other transactions after these items have previously been presented to the board.
· Not an independent committee however, the majority of the members are independent directors.


Attendance.  During 2017,2023, the board met four times and the committees met as indicated in the table outlining committee members and functions. Board membersfollowing table. Each director attended at least 78%88% of allthe meetings of the board meetings and meetings of the committees on which theyhe or she served during 2017.2023.


We do not have a policy regarding director attendance at the annual meeting of stockholders. We have historically received proxies representing approximately 90%88% of eligible shares and had no stockholders in attendance at our annual meetings. No directors attended the 20172023 annual meeting, and none are expected to attend the 20182024 annual meeting.




Committees of the Board

Our board has three standing committees: Audit Committee, NCG Committee and Executive Committee. The table on the next page shows the current membership, the principal functions and the number of meetings held in 2023.






62024 Proxy Statement |7

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Corporate Governance


CORPORATE GOVERNANCEName, Meetings and MembersPrincipal Functions
Audit Committee
Meetings: 4
Al Trujillo – Chair
Michael R. Cote
G. Thomas Hough
Vicki R. Palmer
Each member has been designated as “an audit committee financial expert” as defined by the Securities and Exchange Commission (“SEC”) and meets the independence requirements of the New York Stock Exchange (“NYSE”), SEC, and our Governance Guidelines as well as the enhanced standards for Audit Committee members in Section 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Provides oversight of the systems and procedures relating to the financial statements, financial reporting process, systems of internal accounting and financial controls.
Reviews and discusses with management the company’s risk assessment framework and management policies including cybersecurity and the framework with respect to significant financial and enterprise risk exposures.
Monitors the qualifications, independence and performance of the company’s internal audit function and independent auditor and meets after each quarterly meeting with management, the internal audit team, and the independent auditor in separate executive sessions.
Committee charter on Havertys’ website at https://ir.havertys.com/corporate-governance-information/corporate-governance-documents
NCG Committee
Meetings: 2
L. Allison Dukes – Chair
G. Thomas Hough
Mylle H. Mangum
Derek G. Schiller
Al Trujillo
Each member meets the independence requirements of the NYSE, SEC and our Governance Guidelines as well as the enhanced standards for Compensation and Governance Committee members in Rule 16b-3 promulgated under the Exchange Act.
Translates our compensation objectives into a compensation strategy that reinforces alignment of the interests of our executives with that of our stockholders.
Approves and evaluates the company’s director and executive officer compensation plans, policies and programs.
Conducts an annual review and evaluation of the CEO’s performance in light of the company’s goals and objectives.
Reviews and makes recommendations for composition and structure of the board and policies relating to the recruitment of new board members and nomination and reelection of existing board members.
Oversees the compliance structure and programs with annual reviews of Havertys’ corporate governance documents.
Oversees the company’s ESG-related initiatives.
Reviews and approves related person transactions in accordance with board practices.
Committee charter on Havertys’ website at https://ir.havertys.com/corporate-governance-information/corporate-governance-documents
Executive Committee
Meetings: 0
Actions by Unanimous Consent: 1
Independent Members:
G. Thomas Hough – Chair
L. Allison Dukes
Al Trujillo
Management Member:
Clarence H. Smith
In accordance with our bylaws, acts with the power and authority of the board in the management of our business and affairs in the interim period between meetings of the board.
Generally, holds meetings to approve specific terms of financings or other transactions after these items have previously been presented to the board.
Committee charter on Havertys’ website at https://ir.havertys.com/corporate-governance-information/corporate-governance-documents

2024 Proxy Statement |8
Director Compensation
Non-employee directors receive a combination of cash and stock-based compensation designed to attract and retain qualified candidates
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Corporate Governance


Board of Directors Oversight Roles

Stockholders elect our board to serve on the boardtheir long-term interests and further align their interest with that of our stockholders.  In setting director compensation, the Governance Committee, whichto oversee management. Our management is responsible for determiningunderstanding and managing the typerisks that we face in our business. Our board works with management to determine our mission and amount of compensation for non-employee directors, considers among other things, the sizelong-term strategy. Our board and complexity of our operationsits committees work closely with management to provide feedback from stockholders and oversight, review, and counsel related to long-term strategy, risks, and opportunities. It also oversees corporate governance, risk management, CEO succession planning, and the time that directors spend fulfillingannual CEO evaluation. Our board looks to the expertise of its committees to provide strategic oversight in their duties to Havertysareas of focus. Examples of oversight areas are provided below.

Risk Oversight. Inherent in the board’s responsibilities are the understanding and our stockholders.
Retainer Fees. Non-employee directors receive an annual retainer, of which two-thirds is required to be paid in shares of common stock.  We do not pay meeting fees for attendance at board and committee meetings but attendance expenses are reimbursed.  The following is a schedule of current annual retainers for non-employee directors:

Type of FeeAmounts
Annual Board Retainer (1/3 cash - 2/3 stock)(1)
$ 75,000
Additional Annual Retainer to Lead Director$ 10,000
Additional Annual Retainer to Chair of Audit and Compensation Committee$ 10,000
Additional Annual Retainer to Chair of Governance Committee$   7,500
(1) In May 2018, the non-employee director annual retainer will increase to $81,000 of which $54,000 must be paid in common stock and the additional annual retainer to the lead director will increase to $12,000.
Directors' Deferred Compensation Plan.  Non-employee directors may elect to defer receiptoversight of the cash or common stock payment of their retainer, and may elect to defer 100% of their annual retainer fee in shares of common stock undervarious risks facing the Directors' Deferred Compensation Plan ("Deferred Plan").  Under the Deferred Plan, deferred fees, plus any accrued interest (at a rate determined annually in accordance with the Deferred Plan whichcompany. Effective risk oversight is not above market), shall be distributed in the future to a director in one lump sum or in no more than ten equal annual installments, or in accordance with the termsan important priority of the Deferred Plan. Threeboard. The board exercises its oversight responsibility for risk both directly and through its committees which have specific areas of focus for risk management. The board, as a whole, examines specific business risks, such as those associated with our business model and innovation, supply chain, and cybersecurity, in its regular meetings in addition to the reports from its committees.

graphic

Long-Term Business Strategy. The board reviews management’s long-term business strategy including capital allocation priorities and business development opportunities each year and approves Havertys’ strategic plan. Updates on the key elements of the plan are reviewed by the board at each board meeting throughout the year.

Stockholder Engagement. We value stockholder views and insights and believe management has the primary responsibility for stockholder communications and engagement. The chairman and other members of Havertys’ senior management team communicate regularly with stockholders on a variety of topics throughout the year to address stockholders’ questions and to seek input concerning company policies and practices. The board receives regular updates concerning stockholder feedback which cover topics including our strategy and performance, capital allocations and corporate governance matters.
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Corporate Governance


Oversight of ESG.Havertys’ board of directors participatedbelieves the company’s business strategy and ESG strategy should be in the Deferred Plan in 2017alignment and two will participate in 2018.
Other Compensation.  Directors receive the same discounts as employeesfocus on our products.  We do not provide any pension or other benefits to our non-employee directors.
Director Stock Ownership Guidelines.  material risks and business drivers. The board has implemented stock ownership guidelines for non‑employee directors.  Each directordelegated oversight of certain ESG matters to its committees.

Audit Committee:  Consistent with its oversight of financial and other metrics, the Audit Committee is requiredtasked with reviewing our ESG disclosures.

NCG Committee:  ESG oversight related to own or hold at least 20,000 sharescompensation and human capital management is delegated to the NCG Committee. This includes reviewing Havertys’ culture and organization and the execution of our stock. New directors have five years from date of their election to reach compliance. Currently, all non-employee directors meet, or are on track to meet, the stock ownership guidelines.

ESG-related initiatives. The following table sets forth information concerning total non-employee director compensation earned during 2017 by each director. Messrs. Haverty and Smith, as management directors, do not receive any compensation for servingNCG Committee is also tasked with evaluating whether there is sufficient diversity on the board. See "Summary Compensation Table" regarding Mr. Smith since he

Management:  The ESG Working Group is comprised of cross-functional leaders that are responsible for strategy and executional buildout of all ESG activities and reports to the ESG Steering Committee. The ESG Steering Committee is responsible for providing oversight and approving the recommendations set forth by the Working Group and informing the board.

We began issuing a Named Executive Officer ("NEO").  Mr. Haverty is also an executive officer, but not a NEO.report in December 2021 containing disclosures on environmental, social, and governance factors that we consider relevant to our business. We update and share this important information and metrics related to our journey to reduce our environmental impact, strengthen our team and communities, and enhance our long-term, value-creating focus on sustainability.

 
 
Name
 
Fees Earned or
Paid in Cash ($)
  
Fees Earned
or Paid in
Stock ($)
  Total ($) 
Allison Dukes $25,000  $50,000  $75,000 
John Glover  35,000   50,000   85,000 
Phil Humann(1)
     75,000   75,000 
Mylle Mangum  35,000   50,000   85,000 
Vicki Palmer  25,000   50,000   75,000 
Fred Schuermann  32,500   50,000   82,500 
Al Trujillo  35,000   50,000   85,000 


(1)  Mr. Humann elected to obtain his annual board retainer fees in all stock.
(2)  Mr. Humann will not be standing for reelection to the board in 2018.
7

CORPORATE GOVERNANCE

Governance Guidelines and Policies

Our board and management team are committed to achieving and maintaining high standards of corporate governance, as well as a culture of and reputation for the highest levels of ethics, integrity and reliability. We annually review our governance policies and practices against evolving standards. In considering possible modifications, our board and management focus on those changes that are appropriate for our company and our industry, rather than adopting a one-size-fits-all approach.


Our board recognizes that excellence in corporate governance is essential in carrying out its responsibilities to our stockholders, employees, customers, suppliers and communities. The board has adopted guidelines and a number of policies to support our values and good corporate governance and practices. These governance practices and policies include:


Director Independence. Our Corporate Governance Guidelines state that a majority of the directors must be non-management directors who meet the "independence"“independence” requirements of the NYSE. The GovernanceNCG Committee conducts an annual review to determine the independence of each director based on the standards contained in our Governance Guidelines and NYSE corporate governance requirements. The board, based on the recommendation of the GovernanceNCG Committee and its review, has affirmed that each of the following non-employee directorsdirector nominees is independent and has no material relationship with the Companycompany that could impair their independence.independence:

  Allison DukesMichael R. Cote
 
✓ Vicki Palmer
✓ John GloverG. Thomas Hough
 
✓ Fred Schuermann
✓ Phil HumannVicki R. Palmer
 
✓ Al Trujillo
✓ Mylle MangumL. Allison Dukes
Natalie B.  Morhous
Derek G. Schiller
  

The board also determined that Ms. Mangum who is currently a director, but is retiring at the end of the 2023 board year, is also independent with no material relationship with the company that could impair her independence. Ms.Mangum currently serves on the NCG Committee.

For more information regarding our policy on Transactions with Related Persons, please see page 1012 of this proxy statement.


Executive Sessions of Independent Directors
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Corporate Governance


Annual Evaluations. The board has a policy of scheduling an executive session ofis committed to continuous improvement with respect to its ability to carry out its responsibilities. Each year the board and its independent directors as part of every regularly scheduled board meeting. These sessions are currently presided overcommittees, supervised by the lead director.

Long-Term Business Strategy.  The board reviews management's long-term business strategy including capital allocation priorities and business development opportunities each year and approves Havertys' strategic plan.  Updates on the key elements of the plan are reviewed by the board at each board meeting throughout the year.

Annual Evaluations. The board and each of its committees have conducted self-evaluationsNCG Committee, conduct self-assessments related to their performance during 2017. The performance evaluationsperformance.  These annual assessments are supervised byan important tool to ensure the Governance Committee and discussed by each committee and the board.board is well-positioned to provide effective oversight.


Board Tenure, Mandatory Retirement and Resignation from Board.Board. As of the start of the 2024 board year, the average tenure of our independent directors is nine years. Our independent directors are subject to a mandatory retirement age and cannot stand for re-election in the calendar year following their 7275ndth birthday. On the recommendation of the GovernanceNCG Committee, the board may waive this requirement on an annual basis. A director is also required to submit his or her resignation from the board to the GovernanceNCG Committee in the event that a director retires from or otherwise leaves his or her principal occupation or employment. The GovernanceNCG Committee can choose to accept or reject the resignation.


8


CORPORATE GOVERNANCE

Director Nominations.  When searching The NCG Committee is primarily responsible for newidentifying and evaluating director candidates and for recommending re-nomination of incumbent directors. The NCG Committee, which consists entirely of independent directors, regularly reviews the Governance Committee, who has the responsibility of reviewing qualifications of candidates for board membership, considers the evolving needsappropriate size and composition of the board and searches for candidates that fill any current or anticipated future need.  Nominees may be suggested byanticipates vacancies and required expertise. The NCG Committee reviews potential nominees from several sources, including directors, members of management, stockholders or in some cases, by a third-partyothers. The NCG Committee is also authorized to retain search firm. The Governance Committee will consider recommendationsfirms to identify potential director candidates, as well as other external advisors, including for directors submitted by stockholders. Stockholders should submit their recommendations in writing topurposes of performing background reviews of potential candidates.

In evaluating potential nominees, the Governance Committee (See, "Communications with Directors"). The proponent should submit evidence that he or she is a stockholder of Havertys, together with a statement of the proposed nominee's qualifications to be a director. There is no difference in the manner in which the Governance Committee evaluates proposed nominees based upon whether the proposed nominee is recommended by a stockholder.

The Governance Committee seeks to maintain a board that is strong in its collective knowledge and has a diversity of skills and experience to oversee our business and a commitment to the goal of maximizing stockholder value.  In its assessment of each potential nominee the GovernanceNCG Committee will review and
consider, among other things, the nominee'snominee’s relevant career and business operations experience, judgment, industry knowledge, independence, character, gender, race, ethnicity, age, demonstrated leadership skills, financial literacy, and experience in the context of the needs of the board at the time givenand the then currentthen-current mix of director attributes. The GovernanceNCG Committee does not have a formal policy with respect to diversity however, the board and the Governance Committee believebelieves that it is essential that the board members represent diverse viewpoints. In considering candidates for the board, the GovernanceNCG Committee considers the entirety of each candidate's credentialscandidate’s credentials.

The NCG Committee will consider recommendations for directors submitted by stockholders. Stockholders should submit their recommendations in writing to the NCG Committee (See “Communications with Directors”). The proponent should submit evidence that he or she is a stockholder of Havertys, together with a statement of the proposed nominee’s qualifications to be a director.  There is no difference in the context of these standards.  With respect tomanner in which the nomination of continuing directors for re-election, the individual's contributions to the boardNCG Committee evaluates proposed nominees that are also considered. The Governance Committee will also take into account the ability ofrecommended by a nominee to devote the time and effort necessary to fulfill his or her responsibilities.stockholder.


Stockholder Engagement.  We value stockholder views and insights and believe management has the primary responsibility for stockholder communications and engagement. The chairman and other members of Havertys' senior management team communicate regularlyCommunications with stockholders on a variety of topics throughout the year to address their questions and to seek input concerning company policies and practices.Directors. The board receives regular updates concerning stockholder feedback which cover topics including our strategywelcomes questions or comments about the company and performance, capital allocations and corporate governance matters.  

Communications with Directors. The board has adopted a process to facilitate written correspondence by stockholders and other interested parties. The board strives to provide clear, candid and timely responses to any substantive communication it receives.its operations. Interested persons wishing to write any director, committee or the board should send correspondence to the Corporate Secretary, Haverty Furniture Companies, Inc., 780 Johnson Ferry Road, Suite 800, Atlanta, Georgia 30342. Please specify to whom your correspondence should be directed. The corporate secretary has been instructed by the board to review and promptly forward all correspondence (except advertising material) to the relevant director, committee or the full board, as indicated in the correspondence.




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Corporate Governance


Code of Conduct.Conduct. All of our directors and employees, including our chief executive officer and other executive officers, are required to comply with our Code of Conduct to help ensure that our business is conducted in accordance with the highest standards of ethical behavior.


Hedging and Pledging Policies. We prohibit our directors, officers and employees from hedging their ownership of Havertys stock, including purchasing or selling derivative securities relating to Havertys stock and from purchasing financial instruments that are designed to hedge or offset any decrease in the market value of Havertys securities. Our directors and executive officers are prohibited from pledging Havertys securities as collateral for a loan and from holding any Havertys securities in margin accounts. There are no outstanding pledges or margin accounts involving Havertys securities by any of our directors or executive officers.






9

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Related Party Transaction Policy.

Policy. Our board has adopted a written policy for the review, approval or ratification of certain related party transactions. The term "related“related party transaction"transaction” is defined as any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which (1) the aggregate amount involved will exceed $120,000 in any calendar year,year; (2) we are a participant,participant; and (3) any related party of Havertys (such as an executive officer, director, nominee for election as a director or beneficial owner of greater than 5% beneficial owners of our stock, or their immediate family members) has or will have a direct or indirect interest.


The board has determined that the GovernanceNCG Committee is best suited to review and approve related party transactions. The Governance Committee whenWhen reviewing the material facts of related party transactions, the NCG Committee must take into account whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related party'sparty’s interest in the transaction. Certain categories of transactions have standing pre-approval under the policy including: (1) certain transactions with another company in which the related party'sparty’s only relationship is as an employee (other than an executive officer), director or beneficial owner of less than 10% of that company'scompany’s stock; (2) certain transactions where the Related Person'srelated person’s interest arises solely from the ownership of our common stock and all holders of our common stock receive the same benefit on a pro rata basis (e.g. dividends, stock repurchases, rights of offerings); (3) certain banking relatedbanking-related services in which the terms of such transactions are generally the same or similar to accounts offered to others in the ordinary course of business; and (4) transactions made on the same or similar terms available to all of our employees.


During 2017,2023, there were no related party transactions requiring approval under the policy or disclosure in this proxy statement.


Compensation Committee Interlocks and Insider Participation.

Participation. All NCG Committee members are independent and none of the CompensationNCG Committee are independent directors, and no member wasmembers has served as an employeeofficer or former employee of Havertys. During 2017, noneNone of our executive officers has served onas a member of the compensation committee or board of directors or compensation committee of anotherany entity whosethat has one or more executive officer servedofficers serving on our Compensation Committeeboard or board.NCG Committee. Therefore, there is no relationship that requires disclosure as a Compensation Committee interlock.


Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors, certain officers and beneficial owners of more than 10% of a registered class of our equity securities to file reports of ownership and reports of changes in ownership with the SEC. Directors, officers and beneficial owners of more than 10% of our equity securities are also required by the SEC regulations to furnish us with copies of all such reports that they file. Based on our review of copies of such forms and amendments provided to us, we believe that all Section 16(a) filing requirements were timely complied with during the fiscal year ended December 31, 2017.


Where to find Corporate Governance Information

All of our corporate governance policies, including our board committee charters, Code, Governance Guidelines, Director Communication Policy and other governance documents are available on our website at havertys.com.
102024 Proxy Statement |12


graphic
Corporate Governance


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Director Compensation


Non-employee directors receive a combination of cash and stock-based compensation designed to attract and retain qualified candidates to serve on the board and further align their interest with that of our stockholders. Mr. Smith, as a management director, did not receive any compensation for serving on the board during 2023.
Ownership by our Directors and Management


Elements of Compensation for 2023 Board Year

Annual Retainer   
Equity Retainer $50,000 
Cash Retainer $50,000 
Supplemental Annual Retainer    
Lead Director $12,000 
Audit Committee Chair $10,000 
NCG Committee Chair $10,000 
Annual Stock Grant (FMV)    
All Non-Employee Directors $40,000 

Director compensation is paid for the board year which begins on the day of our annual meeting of stockholders and terminates the day before the succeeding annual meeting. The annual equity retainer is paid on the first day of the board year and the cash retainers are paid quarterly. The annual stock grant of fully vested common stock is paid on the first day of the board year.


Compensation for 2024 Board Year

Compensation payable to the company’s non-employee directors is evaluated and determined by the NCG Committee and is then approved by the full board. The NCG Committee engaged its independent compensation consultant during 2023 for an evaluation of Havertys’ non-employee director compensation program compared to its peer companies. The NCG Committee considered the findings of that review, and among other things, the size and complexity of our operations and the time that directors spend fulfilling their duties to Havertys and our stockholders. Based on this review, the NCG Committee recommended and the board approved changes to the director compensation program for the 2024 board year (beginning on May 6, 2024), as follows:

Annual Retainer   
Equity Retainer $95,000 
Cash Retainer $60,000 
Supplemental Annual Retainer    
Lead Director $25,000 
Audit Committee Chair $20,000 
NCG Committee Chair $15,000 
Audit Committee Member $10,000 
NCG Committee Member $5,000 

All retainers beginning on May 6, 2024, will be paid on the first day of the board year.
The lead director will not receive a supplemental annual cash retainer for his or her committee service.

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Corporate Governance

Directors’ Deferred Compensation Plan.  Under the Directors’ Deferred Compensation Plan (“Deferred Plan”), non-employee directors may elect to defer receipt of the cash or common stock payment of their compensation and may elect to defer 100% of their annual retainer fee in shares of common stock. Under the Deferred Plan, deferred fees, plus any accrued interest (at a rate determined annually in accordance with the Deferred Plan which is not above market), shall be distributed in the future to a director in one lump sum or in no more than ten equal annual installments, or in accordance with the terms of the Deferred Plan. Five directors elected to defer a portion of their 2023 compensation. There are six directors with balances in the Deferred Plan, including Ms. Mangum; five have elected to receive their payments at the end of their board service and one has elected to receive payments beginning in 2040.

2023 Non-management Director Compensation. The following table sets forth the amount of Havertys' common stock and Class A common stock beneficially ownedcompensation earned by each director, each named executive officer included in the Summary Compensation Table, and all currentour non‑management directors and executive officers as a group as of February 22, 2018. Unless otherwise indicated, beneficial ownership is direct and the person shown has sole voting and investment power.   An asterisk indicates less than 1% of outstanding shares of that respective class.who served during 2023.

Director Fees Earned or Paid in Cash ($)  
Stock
Awards ($) (1)
  
All Other Compensation (2)
  Total ($) 
Michael R. Cote $50,000  $90,000  $  $140,000 
L. Allison Dukes  56,667   90,000      146,667 
Rawson Haverty Jr. (2)
  33,333   60,000   103,677   197,010 
C. Thomas Hough  62,000   90,000      152,000 
Vicki R. Palmer  50,000   90,000      140,000 
Derek G. Schiller  50,000   90,000      140,000 
Al Trujillo  60,000   90,000      150,000 
Mylle H. Mangum (3)
  53,333   90,000      143,333 

  Common Stock  Class A Common Stock 
  
Shares
Beneficially
Owned (1)
  
Acquirable
Within
60 Days (2)
  
Total
Beneficial
Ownership
  
Percent
of Class(3)
  
Shares
Beneficially
Owned
  
Percent of
Class(4)
 
                   
Steven G. Burdette  3,657   4,583   8,240   *   28,530   1.61%
J. Edward Clary  56,091   5,872   61,963   *       
L. Allison Dukes  4,661      4,661   *       
Richard D. Gallagher  12,730   4,459   17,189   *   25,000   1.41%
John T. Glover  68,108      68,108   *       
Richard B. Hare           *       
Rawson Haverty, Jr.  2,000
(5) 
  2,994   4,994   *   614,195
(6)(7)(8) 
  34.75%
L. Phillip Humann  131,391      131,391   *       
Mylle H. Mangum  42,413      42,413   *       
Vicki R. Palmer  37,608      37,608   *       
Clarence H. Smith  75,803
(9)(10) 
  15,965   91,768   *   692,483
(11)(12) 
  39.18%
Fred L. Schuermann  31,724      31,724   *       
Al Trujillo  49,307      49,307   *       
Directors and
Executive Officers as a group (16 persons)
  589,489   45,732   
635,221
   3.26%  1,360,208   76.97%

(1)ThisRepresents the aggregate grant date total fair value of stock awards determined in accordance with FASB ASC Topic 718. The award reflected in this column also includes sharesconsists of a fully-vested award granted to non-employee directors on May 8, 2023 as the annual grant made on the first day of the new board year. The grant date fair value was $25.57, which was the closing price of the company’s common stock beneficially owned under our directors' Deferred Plan foron the following individuals:  Ms. Dukes – 1,953; Mr. Glover – 11,177; Mr. Humann – 75,296; Ms. Mangum – 42,413; Mr. Smith – 3,962; Mr. Schuermann – 31,721; and Mr. Trujillo – 31,282.grant date.
(2)Represents shares of common stock that could be issuedThis column reflects the compensation received by Mr. Haverty for his services as an employee prior to his retirement from the officers' vested SSARs with an exercise price of $18.14Company in 2023. Mr. Haverty was a management director for the 2022-2023 board year and shares vesting on February 28, 2018.did not receive compensation for that service.
(3)Based on 19,452,144 shares of our common stock outstanding on February 22, 2018 plus 53,557 shares that are subject to SSARs exercising or stock vesting within 60 days.
(4)Based on 1,767,296 shares of our Class A common stock outstanding on February 22, 2018.
(5)This amount isMs. Mangum will retire from the 2,000 shares of common stock held in trust forboard at the benefit of Mr. Haverty's minor children for which he is co‑trustee.
(6)Mr. Haverty has direct ownership of 82,331 shares of Class A common stock.  The beneficial ownership disclosed also includes 17,024 shares of Class A common stock held in trust for the benefit of Mr. Haverty's minor children for which he is co-trustee.
(7)This amount also includes shares held by H5, L.P. According to a Schedule 13D/A filed on January 3, 2018, H5, L.P. holds shared voting and dispositive power over 441,323 shares of Class A common stock.  Mr. Haverty is the managerend of the Partnership's general partner, Pine Hill Associates, LLC.  Mr. Haverty disclaims beneficial ownership of these shares except to the extent of his partnership interest.
(8)This amount also includes 73,517 shares of Class A common stock held by the Mary E. Haverty Foundation, a charitable organization, for which Mr. Haverty has sole voting power through a revocable proxy granted to him by the Foundation.  Mr.  Haverty has no pecuniary interest in the shares of the Foundation and disclaims any beneficial ownership in the Foundation's shares.
(9)Mr. Smith has direct ownership of 34,302 shares of common stock.  The beneficial ownership disclosed includes 29,689 shares of common stock held by Mr. Smith's wife.
(10)This amount includes 7,850 shares of common stock held by a Georgia limited partnership in which Mr. Smith is a partner.  Mr. Smith disclaims beneficial ownership of these shares except to the extent of his pecuniary interest in the partnership.
(11)Mr. Smith has direct ownership of 87,036 shares of Class A common stock.  The beneficial ownership disclosed includes 1,950 shares of Class A common stock held by Mr. Smith's wife.
(12)The amount also includes share held by a partnership. According to a Schedule 13D filed2023 board year on January 3, 2018, Villa Clare Partners, L.P. holds shared voting and dispositive power over 603,497 shares of Class A common stock. Mr. Smith is the manager of the Partnership's general partner, West Wesley Associates, LLC.  Mr. Smith disclaims beneficial ownership of these shares except to the extent of his partnership interest.May 5, 2024.

11
Other Compensation.Directors receive the same discounts as employees on our products. We do not provide any pension or other benefits to our non-employee directors.

Director Stock Ownership Guidelines.The board has implemented stock ownership guidelines for non‑employee directors. Currently each director must own or hold at least 20,000 shares of our stock. In connection with the evaluation of director compensation, director stock ownership guidelines were also reviewed. Beginning on May6, 2024 each director will be required to own a multiple of five times the cash retainer payable for board service. The required number of shares will be determined on the first day of each board year by dividing five times the cash retainers by the closing price of the Company’s stock on that date. Directors are prohibited from selling until the guideline amount is reached. Currently, all non‑employee directors meet, or are on track to meet, the requirements under the Company’s stock ownership guidelines.

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Ownership by OurPrincipal Stockholders
graphic

Set forth in the table below is information about the number of shares held by persons we know to be beneficial owners of more than 5% of the issuedCompensation Discussion and outstanding of our common stock or Class A common stock.Analysis
  Common Stock  Class A Common Stock 
Name and address of Beneficial Holder 
Shares
Beneficially
Owned
 
Percent
of Class(1)
  
Shares
Beneficially
Owned
  
Percent
of Class(2)
 
BlackRock, Inc.
55 East 52nd Street, New York, NY
 2,811,047
(3) 
 14.41%      
Dimensional Fund Advisors LP
6300 Bee Cave Road, Austin, TX
 1,647,551
(4) 
 8.45%      
Renaissance Technologies LLC
800 Third Avenue, New York, NY
 1,430,200
(5) 
 7.33%      
The Burton Partnership, LP
P.O. Box 4643, Jackson, WY
 1,228,255
(6) 
 6.30%      
LSV Asset Management,
   155 N. Wacker Drive, Suite 4600, Chicago, IL
 1,053,306
(7) 
 5.40%      
The Vanguard Group
100 Vanguard Blvd., Malvern, PA
 996,475
(8) 
 5.11%      
Royce & Associates, LLC
745 Fifth Avenue, New York, NY
 994,300
(9) 
 5.10%      
Villa Clare Partners, L.P.
158 West Wesley Road, Atlanta, GA
 *  *   603,497
(10) 
  34.15%
H5, L.P.
4414 Dunmore Road, NE, Marietta, GA
 *  *   441,323
(11) 
  24.97%
Rawson Haverty, Jr.
   780 Johnson Ferry Road, NE, Atlanta, GA
 *  *   155,848
(12)(13) 
  8.82%
Clarence H. Smith
   780 Johnson Ferry Road, NE, Atlanta, GA
 *  *   88,986
(14) 
  5.04%
(1)Based on 19,452,144 shares of our common stock outstanding on December 31, 2017 plus 53,557 shares that are subject to SSARs exercising or stock vesting within 60 days.
(2)Based on 1,767,296 shares of our Class A common stock outstanding on December 31, 2017.
(3)According to a Schedule 13G filed on January 19, 2018, BlackRock, Inc. holds sole voting power over 2,753,482 shares and sole dispositive power over 2,811,047 shares of common stock.
(4)According to a Schedule 13G filed on February 9, 2018, Dimensional Fund Advisors LP ("Dimensional") holds sole voting power over 1,591,004 shares and sole dispositive power over 1,647,551 shares of common stock. Dimensional is an investment advisor registered under Section 203 of the Investment Advisors Act of 1940 and furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as investment manager to certain other commingled group trusts and separate accounts (the "Funds"). Dimensional possesses investment and/or voting power over the shares held by the Funds. The shares are owned by the Funds and Dimensional disclaims beneficial ownership of these securities.
(5)According to a Scheduled 13G filed on February 14, 2018, Renaissance Technologies LLC holds sole voting and dispositive power over 1,430,000 shares of common stock.
(6)
According to a Schedule 13G filed on June 1, 2016, The Burton Partnership, LP, The Burton Partnership (QP), LP and
Donald W. Burton, General Partner holds sole voting and dispositive power over 1,228,255 shares of common stock.
(7)According to a Schedule 13G filed on February 13, 2018, LSV Asset Management holds sole voting power over 517,350 shares and sole dispositive power over 1,053,306 shares of common stock.
(8)According to a Schedule 13G filed on February 8, 2018, The Vanguard Group holds sole voting power over 20, 433 shares and sole dispositive power over 974,942 shares of common stock.
(9)According to a Schedule 13G filed on January 22, 2018, Royce & Associates, LP holds sole voting and dispositive power over 994,300 shares of common stock.
(10)According to a Schedule 13D/A filed on January 1, 2018, Villa Clare Partners, L.P. holds shared voting and dispositive power over 603,497 shares of Class A common stock. Clarence H. Smith is the manager of the Partnership's general partner, West Wesley Associates, LLC.  Mr. Smith disclaims beneficial ownership of these shares except to the extent of his partnership interest.
(11)According to a Schedule 13D/A filed on January 3, 2018, H5, L.P. holds shared voting and dispositive power over 441,323 shares of Class A common stock. Rawson Haverty, Jr. is the manager of the Partnership's general partner, Pine Hill Associates, LLC. Mr. Haverty disclaims beneficial ownership of these shares except to the extent of his partnership interest.
(12)Mr. Haverty has direct ownership of 82,331 shares of Class A common stock.  The beneficial ownership disclosed also includes 17,024 shares of Class A common stock held in trust for the benefit of Mr. Haverty's minor children for which he is co-trustee.
(13)This amount also includes 73,517 shares of Class A common stock held by the Mary E. Haverty Foundation, a charitable organization, for which Mr. Haverty has sole voting power through a revocable proxy granted to him by the Foundation.  Mr. Haverty has no pecuniary interest in the shares of the Foundation and disclaims any beneficial ownership in the Foundation's shares.
(14)Mr. Smith has direct ownership of 87,036 shares of Class A common stock.  The beneficial ownership disclosed includes 1,950 shares of Class A common stock held by Mr. Smith's wife.
12


COMPENSATION DISCUSSION AND ANALYSISOverview
Introduction

The purpose of this Compensation Discussion and Analysis ("(“CD&A"&A”) is to provide stockholders with a description of our executive compensation philosophy, the material elements of the program and the policies and objectives which support the program. This CD&A provides information on the program for all Havertys'Havertys’ executive officers but focuses on the compensation of our named executive officers for 2017.2023. The individuals who were subject to the SEC Section 16 reporting requirements during 20172023 are referred to as the "executive“executive officers." Our named executive officers (NEOs)(“NEOs”) for 2017 includes2023 consist of our CEO, two individuals that served as our CFO, during 2017, and our next three most highly-compensationhighly-compensated executive officers.officers, and are listed below:

NameAgeOffice and Year Elected to Office
Clarence H. Smith73Chief Executive Officer – 2022
Richard B. Hare57Executive Vice President and Chief Financial Officer - 2017
Steven G. Burdette62President – 2021; Executive Vice President, Operations 2017-2021
J. Edward Clary63
Executive Vice President and Chief Information Officer – 2015(1)
John L. Gill60
Executive Vice President, Merchandising – 2019;
Senior Vice President, Merchandising 2018 - 2019
(1)On March 4, 2024, Mr. Clary announced his intention to retire effective July 2024.

Our goal is to attract and retain talented executives who deliver value to our stockholders by achieving Havertys’ business objectives which drive sustained sales, EBITDA growth, cash flow, and returns to stockholders. Our executive compensation program and overall pay for performance philosophy align with that goal and our results.


2023 Performance Highlights

graphic

 WHERE TO FIND IT:
 Role of the Compensation Committee13
 Executive Compensation Framework14
 How We Make Compensation Decisions15
 Executive Compensation Components18
 Recap of 2017 NEO Compensation Program20Strong and Consistent Financial performance.
Net sales of $862.1M, third highest in company history, up 7.5% compared to 2019 (pre-COVID).
EBITDA* in 2023 up 79% compared to 2019 reflecting the changes to our operating model.
Share repurchases of $6.9M, quarterly dividends of $19.1M, special dividends of $16.1M.


*EBITDA is a non-GAAP financial measure. A reconciliation of EBITDA to the most directly comparable GAAP financial measure is provided in Appendix A.
2024 Proxy Statement |15

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Compensation Discussion and Analysis


Role of the CompensationNCG Committee


The CompensationNCG Committee is composed of independent directors and is responsible for the approval and oversight of compensation programs for executive officers and equity plan awards and benefit programs for all of our employees.

awards. The CompensationNCG Committee took the following steps to ensure that it effectively carried out its responsibilities:


Conducted an annual review of our compensation philosophy to ensure that it remains appropriate given strategic objectives;

Reviewed results from an annual review of compensation data related to our peers;

Reviewed and recommended for approval to the independent members of the board of directors all compensation components for our CEO;

Reviewed and approved all compensation components for our chiefother executive officer, chief financial officer, and other NEOs;officers;

Performed an annual evaluation of the execution of our pay-for-performance philosophy, to ensure that the actual award decisions resulted in alignment of relative pay and relative performance compared to the compensation peer group;

ScheduledHeld an executive session, without members of management, for the purpose of discussing decisions related to the chief executive officer'sCEO’s performance, goal-setting, and compensation level and othercovered these items deemed important byin an executive session of the Compensation Committee;independent directors of the board; and

Reviewed succession planning with the CEO and in executive session of the board.



132024 Proxy Statement |16

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Compensation Discussion and Analysis


CD&ARecap of 2023 NEO Compensation Program

Executive Compensation FrameworkComponentKey FeaturesPurpose2023 Actions
The Company's executive compensation framework includes the following, each of which the Compensation Committee believes reinforces its philosophy and objectives.
Base Salary
 
Fixed base of cash compensation commensurate with job responsibilities and experience.
What We Do:
Provide a fixed amount of cash compensation to attract and retain talented executives and differentiate the scope and complexity of executive’s positions as well as individual performance over time.
Base salaries were increased in January 2023 by approximately 5.1% for the NEOs.
 
Pay-for-performanceAnnual Cash Incentive (MIP)
Individual MIP opportunities are expressed as a percentage of base salary and can vary for executives based on their positions. Target MIP award opportunities are generally established so that total annual cash compensation (base salary plus target MIPs) approximates the median of our peer group.
Performance-based cash incentive pay is comprised of two plans: MIP-I is tied to the company achieving certain pre-tax earnings levels during the year (80% of total target cash incentive pay) and MIP-II is based on successfully meeting individual performance goals (20% of total target cash incentive pay).
The range of potential payouts for actual results relative to these goals is zero to 175% of target for MIP-I and zero to 100% of target for MIP-II.
MIP amounts are earned based on the results achieved as determined by the Committee after evaluating company and individual performance against pre-established goals.
Motivate and reward achieving or exceeding company and individual performance objectives, reinforcing pay-for-performance.
Align performance measures for NEOs on key business objectives to lead the organization to achieve short-term financial and operational goals.
Ensure alignment of short-term and long-term strategies of the company.
2023 performance resulted in total MIP-I earned at 85.3% of its target and MIP-II earned at 100% of its target for the NEOs.
Long-Term Equity
Awards are granted annually with consideration of competitive market grant levels.
Awards to NEOs are in the form of performance restricted stock units (PRSUs) based on EBITDA and Sales, and in the form of time-based restricted stock units.
Vesting: The PRSUs granted in 2023 that are earned will cliff vest in February 2026. The restricted stock units vest in equal increments over a three-year period. The grants are forfeitable upon termination of employment, except in the cases of death, disability, or normal retirement.
Stock-based compensation links executive compensation directly to stockholder interests.
PRSUs provide a direct connection to company performance.
Multi-year vesting creates a retention mechanism and provides incentives for long-term creation of stockholder value.
Award sizes were determined in consideration of market levels, internal equity, and historical practices.
80% of our CEO’s and 70% of our other NEO’s equity awards were granted as PRSUs, with the remainder granted as RSUs. The PRSUs were tied 80% to EBITDA and 20% tied to Sales.
2023 performance-based awards tied to EBITDA were earned at 83.9% of target and awards tied to Sales were earned at 44.5% of target. These earned performance-based awards will vest in February 2026.
2024 Proxy Statement |17

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Compensation Discussion and Analysis


What We Do:
Pay-for performance. A significant percentage of targeted annual compensation is delivered in the form of variable compensation that is connected to actual performance. For 2017,2023, variable compensation comprised approximately 63%73% of the targeted annual compensation for the chief executive officer and, on average, 55%59% of the targeted annual compensation for the other named executive officers.
Provide competitive target pay opportunitiesopportunities. We annually benchmarkevaluate our target and actual compensation levels and relative proportions of the types of compensation against our peer group. We use informed judgment in special casesjudgement in order to offer the compensation appropriate to motivate and attract highly talented individuals to enable our long-term growth.
Linkage betweenAlign performance measures to a mix of key strategic and strategicoperating objectives.Performance measures for incentive compensation are linked to both strategic and operating objectives designed to create long-term stockholder value and to hold executives accountable for their individual performance and the performance of the Company.company.
Future pay opportunity important component.Link compensation to future stock performance. In 2017,2023, all of the long-term incentive awards delivered to our named executive officers were in the form of equity-based compensation. For 2017,2023, long-term equity compensation comprised approximately 26%47% of the targeted annual compensation for the chief executive officer and 28%31% to 35% of the targeted annual compensation for the other named executive officers.
Mix of performance metrics.  The Company utilizes a mix of performance metrics that emphasize links between incentive compensation and the Company's strategic operating plan and financial results.
OutsideRetain an outside compensation consultant.The CompensationNCG Committee retains an independent compensation consultant to review the Company'scompany’s executive compensation program and practices.
MaximumEstablish maximum payout caps for annual cash incentive compensation and PSUs.Performance Restricted Stock Units (PRSUs).
"Clawback" Policy.  Maintain “Clawback” and “Recoupment” Policies. The Company maycompany will recover incentive compensation paid to an executive officer that was calculated based upon any financial result or performance metric that is later subject to a financial restatement and may recover incentive compensation impacted by fraud or misconduct of the executive officer.
Stock ownership guidelines.Require meaningful stock ownership. Our chief executive officer is required to have qualified holdings equal to the lesser of a multiple of threesix times his base salary or 85,000135,000 shares. Our CEO'sCEO’s qualified holdings were 187,784approximately 267,000 shares at December 31, 2017.2023. The other named executive officersNEOs are requiredalso subject to have qualified holdings equal to the lesser of a multiple of two times their base salary or 40,000 shares. Our other named executive officers', excluding Mr. Hare,ownership guidelines. Their qualified holdings ranged from 50,651 sharesapproximately 43,000 to 73,65874,000 shares at December 31, 2017.  2023. New officers have threefive years to meet required ownership guidelines.
Mitigate undue risk-taking in compensation programs. Our compensation programs for our executive officers contain features that are designed to mitigate undue risk-taking by our executives.
"Double trigger" in the event ofRequire a change-in-control.  In the event of a“double trigger” for change-in-control severance benefits are payable only upon a "double trigger."to be payable.
 
X   What We Don’t Do:
 
What We Don't Do:
ûXNo repricing or buyout of underwater stock options. Our equity plan does not permit the repricing or buyout of underwater stock options or stock appreciation rights without stockholder approval, except in connection with certain corporate transactions involving the Company.company.
û
XProhibition against margins,margin loans, pledging, and hedging or similar transactions of Companycompany securities by senior executives and directors.
û
XNo dividends or dividend equivalents are accrued or paid on unvested and/or unexercised awards.
û
XNo change-in-control tax gross ups.We do not provide change-in-control tax gross ups.
û
XNo significant perquisites. We do not provide our employees, including our NEOs, with significant perquisites.
  

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Compensation Discussion and Analysis


CD&A

How We Make Compensation Decisions


The Committee has overall responsibility for approving and evaluating the Company'scompany’s executive officersofficers’ compensation plans, policies and programs. The Committee is also responsible for providing a CompensationNCG Committee report reviewing the Company'scompany’s CD&A. The Committee uses several different tools and resources in reviewing elements of executive compensation and making compensation decisions. These decisions, however, are not purely formulaic and the Committee exercises judgment and discretion in making them.


Compensation Consultants.  ConsultantsThe Committee retained Meridian Compensation Partners, LLC ("Meridian"(“Meridian”) as an independent consultant to provide advice on executive compensation matters. Meridian serves as a resource for market data on pay practices and trends and provides independent advice to the Committee for setting executive compensation. Meridian reports directly and exclusively to the Committee Chair.NCG Committee. However, at the Committee'sCommittee’s direction, Meridian works with management to review or prepare materials for the Committee'sCommittee’s consideration. Meridian provided no additional services to Havertys outside of the scope of the agreement with the Committee.


The Committee annually evaluates the compensation consultant's performance. During 2017,2023, the Committee reviewed Meridian'sMeridian’s independence and determined that there were no conflicts of interest as a result of the Committee'sCommittee’s engagement of Meridian. The Committee did not engage any consultant other than Meridian during 20172023 to provide compensation consulting services.


Compensation Analysis. In determining appropriate compensation opportunities for our named executive officers, the Committee received input from Meridian. WeThe Committee reviewed and analyzed competitive market data to be used as background for 20172023 pay decisions and to obtain a general understanding of current compensation practices. This data was referenced when targetingestablishing the positioningpay opportunities for compensationNEOs discussed below. Data sources includedMarket data was based primarily on public company proxy statements, broad-based published compensation surveys and other sources. We compared compensation opportunities for our named executive officers withdisclosures of pay opportunities available to executive officers in comparable positions at similar companies (our "peer group"“peer group”). The peer group included companies from the retail furniture industry, retailers of big ticketbig-ticket postponable items, and specialty retailers. The peer group is re-evaluated annually to take into account changes in their operations and our own. The peer group companies used in setting 20172023 compensation are shown below.

were the same as used in the prior year except that Miller Knoll, Inc. was added and At Home, Knoll, Inc., and Vera Bradley were removed.
PEER GROUPPeer Group
American Woodmark Corporation Ethan Allen Interiors Inc. Oxford Industries, Inc.La-Z-Boy Incorporated
Bassett Furniture Industries Inc. Flexsteel Industries, Inc. Select Comfort CorporationMiller Knoll, Inc.
Big 5 Sporting Goods Corporation Hibbett Sports, Inc. Shoe Carnival,Oxford Industries, Inc.
Conn’s Inc. 
Conn's Inc.Hooker Furnishings Corporation Kirkland's Inc.West Marine, Inc.Sleep Number Corporation
Culp, Inc. Knoll,Kimball International, Inc. Zumiez, Inc.
Dixie Group, Inc.La-Z-Boy IncorporatedThe Lovesac Company


Role of CEO.    CEO. The compensation of every Havertys employee, including each named executive officer, is influenced in large part by the responsibilities of the position and the need to ensure that employees having similar job responsibilities are paid equitably, with consideration for individual performance. During early 2017,2023, Mr. Smith provided recommendations to the CompensationNCG Committee with respect to the base salary amounts, performance targets for the annual and long-term incentive programs, and any equity awards for each executive officer.officer (other than himself). These recommendations were based on the peer data reviewedprovided by the CommitteeMeridian and Mr. Smith'sSmith’s assessment of the executive'sexecutive’s relative experience, overall performance, and impact on the accomplishment of Havertys'Havertys’ financial goals and strategic objectives during the prior year. While the CompensationNCG Committee took Mr. Smith'sSmith’s recommendations under advisement, it independently evaluated the pay recommendations for each executive and made all final compensation decisions in accordance with its formal responsibilities as defined in its Charter.


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Compensation Discussion and Analysis


CD&A

Competitive Positioning of Executive Compensation Levels. For 2017, the Committee established base salary, annual incentive opportunities and long-term incentive equity grants for our NEOs primarily with reference to the peer group and other public company data from 2016 proxy filings (which details 2015 compensation) included in the analysis prepared by Meridian (the "Peer Group Data").  References to NEOs as a group exclude Mr. Fink due to his retirement and include Mr. Hare's annual base salary and compensation.  The following compares compensation components for 2017 to the median of the Peer Group Data:
Target annual cash compensation (base salary plus target annual incentive compensation):
·CEO Smith was approximately 8.3% above.
·NEOs as a group were approximately 12.7% above.
The Committee held the 2017 targeted annual cash compensation at the 2016 levels for the NEOs.
Long-term target equity incentive:
·CEO Smith was approximately 20.9% below;
·NEOs as a group were approximately 11.3% below.
We include performance-based incentive awards with multi-year vesting which provide a direct connection to Company performance and long-term stockholder value.  The Committee reviews the types and level of equity incentive awards made to the NEOs taking into consideration the peer group information and the stock ownership levels of the NEOs.
Total target compensation:
·CEO Smith was approximately 4.2% above;
·NEOs as a group were approximately 6.6% above.

Total Target Compensation Components

       
16

CD&A
Summary of 2017 NEO Compensation Program

The following chart summarizes the compensation elements provided for our NEOs in 2017, as well as the key purpose with respect to each element.  NEOs' compensation consisted primarily of the following components in addition to limited perquisites and the retirement, health and welfare plans and programs in which all of our full-time employees participate.  More information is provided about each compensation element later in this CD&A.

17


CD&A


Executive Compensation Components




Although there is no pre-established policy or target for the allocation between specific compensation components, a significant portion of an executive officer'sofficer’s annual total target compensation is determined by Companycompany performance as compared to goals established for our annual cash incentive plan and the ultimate value of long-term incentive plans.awards, including the impact of our stock performance. We believe this approach reflects our executive compensation philosophy and objectives.

The graphs below illustrate how total target compensation for our named executive officers for 2017NEOs at January 2023 was allocated between performance-based and fixed components, how performance-based compensation is allocated between annual and long-term incentive components and how total compensation is allocated between cash and equity components. The company strives to structure various elements of these program components so that a large portion of executive compensation is directly linked to advancing the company’s financial performance and the interest of stockholders. These percentages are based on annualized total target compensation values and do not necessarily correspond to, and are not a substitute for, the values disclosed in the "Summary“Summary Compensation Table"Table” and supplemental tables provided later in this Proxy Statement. Each NEO has a higher percentage of their target incentive compensation delivered through long-term equity compensation to ensure a focus on long-term results delivered for stockholders.


graphic graphic


Base Salary. The amountsbase salary provides a fixed amount of competitive compensation to attract and retain executive talent by compensating executive officers for "Other NEOs" excludes Mr. Finktheir level of responsibility, relative expertise and includes Mr. Hare's annual base salary.


              

Base Salary.experience. The Committee reviews the information regarding executives'executives’ base salary levels compared to the base salaries of executives of companies in our peer group. The Committee also considers the chief executive officer'sofficer’s assessment of each executive'sexecutive’s individual performance and responsibilities to determine appropriate compensation for each executive. The Committee has determined that, in order to enable the Companycompany to attract and retain the executive talent important to our long-term growth, the compensation strategy should generally aim to position base salaries between the 25th and 75th percentilewithin a reasonable range of the median of the peer group data as described in the "Competitive Positioning of Executive Compensation Levels" section above.data.
In determining base salaries for executives, as well as in determining incentive compensation opportunities, the Committee evaluates each executive's individual performance on both an objective and subjective basis. The Committee considers the chief executive officer's evaluation of an executive's performance along with the scope of responsibilities and individual seasonings and experience.  Further, the Committee reviews the competitive compensation data and exercises its judgment regarding base salary decisions for each executive.  


182024 Proxy Statement |20


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Compensation Discussion and Analysis
CD&A




Management Incentive Plans Cash AwardAwards. Our compensation philosophy connects our executives'executives’ potential annual cash earnings to performance. Consistent with prior years, the achievement of performance.  Our 2017 Long-Term Incentive Plan (the "2017 LTIP") provides for the payment of cash underCommittee established two plans (the "MIPs"“MIPs”).  MIP-I is based upon Company performance to provide an annual cash incentive opportunity to our NEOs. The Committee approved the MIP designs and targets in relation to predetermined financial goals established during the first monthJanuary 2023 as part of the year and MIP‑II is based on achieving individual goals. We established incentive targets so that total annual cash compensation at the target level would approximate the peer group median, with the opportunity for higher total annual cash compensation for correspondingly higher performance.setting process. The target cash incentive amount for the combined MIPs as a percent of base salary for our named executive officers was 60% exceptranged from 100% for Mr. Smith, which was 100%. The range70% for Mr. Burdette, 65% for Mr. Hare, and 60% for Messrs. Clary and Gill. As in prior years, MIP-I is based upon pre-tax earnings goals and is 80% of potential MIP-I payouts for 2017 ranged from zero to 175% of each executive officer's MIP-Ithe total cash incentive target amount,and MIP-II is based on individual goals and represents 20% of the total cash incentive target.

The earnings-based MIP-I structure was designed so that executives could earn above-target payouts when performance significantly exceeded financial goals and below target payouts when goals are not achieved. Consistent with our financial goals.historical approach, MIP-I includes quarterly pre-tax earnings goals to reflect the pace of our business as well as an annual objective, which is more heavily weighted (at 60% of the plan) than the individual quarters. The MIP-I targets were set in January 2023. The MIP-I provided for a 40% target payout to be earned once 70% of the goal was met, and a maximum payout at 175% of target for performance at or above 125% of the goal, and interpolation for performance between these levels.


MIP-I Goal and Earned 
(in millions)  Q1   Q2   Q3   Q4  Annual  Total 
MIP-I Weighting  9%  10%  10%  11%  60%  100%
MIP-I Pre-Tax Earnings Goal $17.5  $19.6  $20.7  $20.9  $78.9     
2023 Pre-Tax Earnings $15.4  $15.8  $22.9  $18.5  $72.7     
% of Goal Achieved  88%  81%  111%  89%  92%    
Target % Achieved  76%  62%  133%  78%  84%    
% of MIP-I Earned  6%  6%  13%  9%  50%  85%

The Committee approvedreviewed the payout results of 85% of target based on the company’s 2023 pre-tax earnings performance. The overall payout resulted from payouts for our executives' 2017 MIPs' designs and targets and financial andresults in each quarter as well as the annual component of MIP-I.

The MIP-II design supports individual goals in January 2017 as partwith payout ranging from 0% to 100% of target. The Committee reviewed each NEO’s performance relative to their MIP-II goals and determined that the individual goal payouts under the MIP-II was 100% for each of the annual compensation setting process.  NEOs.

The Committeecombination of the approved the combined MIP total target amount for 2017 with MIP-I as 80% and MIP-II as 20% of the combined target, respectively.
The pre-tax earnings goals and the actual amounts achieved under the MIP-I plan for each measurement period are noted below:
Pre-tax Earnings (in thousands)
 
   
2015
Achieved(1)
  
2016
Achieved
  
2017
Goal
  
2017
Achieved
 
 Q-1  $9,928  $7,587  $8,100  $9,740 
 Q-2   7,027   8,762   8,400   9,694 
 Q-3   12,414   12,125   14,500   9,719 
 Q-4   15,093   17,347   16,500   14,070 
 YTD   44,462   45,821   47,500   43,223 
(1)  The Company's pre-tax earnings in 2015 for Q-2 and YTD were adjusted $0.8 million for proceeds from the settlement of credit card litigation.
The earnings based MIP-I structure provided for a 3% change in the incentive earned of the target for every 1% increase or decrease in pre-tax earnings versus the goal starting at 40% of the target at 80% of the goal with a maximum of 175% when pre-tax earnings is 125% of the goal.

The earnings performancepayouts resulted in a 73% payment factor applied to the MIP-I, the 80% portiontotal average MIP payout of the combined MIP target.  The named executive officers achieved varying levels88.3% of their specific individual goalstarget for the MIP-II, the 20% portion of the combined MIP total target.  As a result, the aggregate MIP amount earned was between 67% and 78% of the NEOs' 2017 combined MIP target levels, excluding Mr. Fink.  Mr. Fink's MIP-1 was based on results for Q-1 and Q-2, and combined with his individual goals his MIP earned was 119% of the target levels.  The Committee certified the level of actual performance versus goals and approved payment of the awards.NEOs.


See the "Summary“Summary Compensation Table," which shows the actual non-equity incentive plan compensation paid to our named executive officers for our 20172023 performance.




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CD&A
Compensation Discussion and Analysis



Long-Term Equity Incentive Compensation.Our executives receive long-term equity incentive compensation intended to link their compensation to the Company'scompany’s long-term financial success. All equity awards for our executives are approved by the Committee and the 20172023 annual equity award grants were set at its meeting in January 2017.2023. The 20172023 grants were similar to the 2016 awards,comprised of a mix of PRSUs based on EBITDA, PRSUs based on sales, and time-based restricted stock units.



The graphs below highlight the mix of the types of equity awards granted in 2023.

     graphicgraphic


The EBITDA basedEBITDA-based PRSU grants use adjusted EBITDA as the performance measure to determine the number of shares that will vest.vest, measured over a performance period commencing January 1, 2023 and ending December 31, 2023. The 20172023 EBITDA target was $78.4$93.3 million, exclusive of adjustments to eliminate the effects of unusual or non-recurring items, with a range from a threshold of $62.7$65.3 million and 60%that would earn 40% of the target shares to $101.9a maximum of $116.7 million and 160%that would earn 175% of the target shares.The

EBITDA for 20172023 was $75.85calculated at $85.8 million, or 96.7% of the target $78.4 million.  Accordingly, the shares earned and subject to vesting are 93.4%resulting in 83.9% of the target shares granted. being earned.* The shares earned will cliff vest in February 2020.2026.


The PRSUs linkedSales-based PRSU grants use net sales to sales are based on exceeding sales targets indetermine the grant year and the increasing amounts in each of the three succeeding years. The number of shares achievedthat will vest, measured over a performance period commencing January 1, 2023, and ending December 31, 2023. Net sales is solely dependent on each individualthe amount included in our Form 10-K for the year and earned shares cliff vest in May following the measurement year.ended December 31, 2023. The sales target for 2017 by grant year and if achieved are noted below.
2023 was $950.0 million, with a range from a threshold of $855.0 million that would earn 40% of the target shares to a maximum of $1,045.0 million that would earn 125% of target shares.

Sales Based PRSUs
Grant Year2017 Sales TargetTarget Achieved
2014          >$805.0
2015          >$800.0
2016          >$837.4X
2017          >$838.0X
Net sales were $862.1 million in 2023, resulting in 44.5% of the target number of shares being earned. These shares will cliff vest in February 2026.

The time-based restricted stock units vest in fourthree equal annual installments beginning in May 2018.  2024.

Mr. Smith was granted a mix of 70% EBITDA based PRSUs and 30% sales based PRSUs.  The target shares to Messrs. Hare, Burdette, Gallagher, and Clary were an equal mix of EBITDA based PRSUs and restricted stock units.  In light of his announced retirement, Mr. Fink did not receive any long-term equity incentive compensation.


Dividend and voting rights are not applicable to stock awards until vested and/or exercised.vested. Additional details regarding grants are provided in the "Grants“Grants of Plan Based Awards Table"Table” and "Outstanding“Outstanding Equity Awards Value at Year-End Table."


*EBITDA is a non-GAAP financial measure. A reconciliation of EBITDA to the most directly comparable GAAP financial measure is provided in Appendix A.


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CD&A
Compensation Discussion and Analysis

RECAP OF 2017 NEO COMPENSATION PROGRAM
Base Salary
(Fixed Pay)
Key Features
·  Fixed annual cash amount.
·  Base pay increases considered on a calendar year basis or at time of promotion to align with the median range of our peer group (as described on page 16 of this CD&A).  Actual positioning varies to reflect each executive's skills, experience and contribution to our success.
Purpose
·  Provide a fixed amount of cash compensation to attract and retain talented executives.
·  Differentiate scope and complexity of executives' positions as well as individual performance over time.
2017 Actions
·  Base salaries were not increased for our named executive officers in 2017.
Cash Awards Under Management Incentive Plans
 (Variable "At Risk" Compensation)
Key Features
·  Individual MIP opportunities are expressed as a percent of base salary and can vary for executives based on their positions. Target MIP award opportunities are generally established so that total annual cash compensation (base salary plus target MIPs) approximates the median of our peer group.
·  Performance-based cash incentive pay is comprised of two plans:  MIP-I is tied to the Company achieving certain pre-tax earnings levels during the year (80% of total target cash incentive pay) and MIP-II is based on successfully meeting individual goals (20% of total target cash incentive pay).
·  The pre-tax earnings goals for 2017 for MIP I were (in millions):
Ø$8.1 for Q-1    Ø$8.4 for Q-2    Ø$14.5 for Q-3   Ø$16.5 for Q-4   Ø$47.5 for 2017 year
· The range of potential payout for actual results relative to these goals is zero to 175 percent of target.
·  MIP amounts are earned based on the results achieved as determined by the Committee after evaluating Company and individual performance against pre-established goals.
Purpose
·  Motivate and reward achieving or exceeding Company and individual performance objectives, reinforcing pay-for-performance.
·  Align performance measures for NEOs on key business objectives to lead the organization to achieve short-term financial and operational goals.
·  Ensure alignment of short-term and long-term strategies of the Company.
2017 Actions
·  Actual performance in 2017 resulted in total MIP-I earned at 73% of its target and MIP-II earned at 55% to 97% of its target for the NEOs (excluding Mr. Fink).
Long-Term Equity Incentive Compensation
(Variable "At Risk" Compensation)
Key Features
·  Awards granted annually based on competitive market grant levels.
·  Awards to NEOs are in the form of performance restricted stock units (PRSU) based on EBITDA or sales and in the form of time-based restricted stock units.
·  Vesting:  The EBITDA based PRSUs granted in 2017 that are earned will cliff vest in February 2020 and are forfeitable upon termination of employment, except in the cases of death, disability or normal retirement. The restricted stock units vest in equal increments over a four-year period and the sales based PRSUs cliff vest in May following the measurement year.  These grants are forfeitable upon termination of employment, except in the cases of death or disability.
Purpose
·  Stock-based compensation links executive compensation directly to stockholder interests.
·  PRSUs provide a direct connection to Company performance and executives' goals.
·  Multi-year vesting creates a retention mechanism and provides incentives for long-term creation of stockholder value.
2017 Actions
·  2017 awards to NEOs were comparable to 2016 grants as a percentage of total target compensation.
·  In light of his pending retirement, Mr. Fink received no equity awards.
21



CD&AStock Ownership Guidelines


In order to preserve the link between the interests of our executive officers and those of our stockholders, executive officers are expected to establish and maintain a significant level of stock ownership. Each executive officer is expected to have minimum qualified holdings based on the lesser of the fair market value of a multiple of his or her base salary or the number of shares indicated below. We count unvested time-based and earned performance-based restricted stock units, reduced by 25% representing shares withheld for taxes, towards satisfying the guidelines. New officers have five years from the date they become subject to the guidelines to meet the required ownership level. All of our NEOs currently meet the ownership guidelines. Our other executive officers either meet the ownership guidelines or are within the five-year compliance period.

PositionGuidelines
Chief Executive Officer6.0x salary or 135,000 shares
President4.0x salary or 65,000 shares
Executive Vice President3.0x salary or 40,000 shares
Senior Vice President2.0x salary or 25,000 shares


Pension Benefits and Retirement Plans


Pension Plan.  We terminated and settled the obligations associated with our defined benefit plan (the "Pension Plan") in 2014.  The Pension Plan covered substantially all employees hired on or before December 31, 2005 and was closed to any employees hired after that date.  Effective January 1, 2007, no new benefits were earned under the Pension Plan for additional years of service after December 31, 2006.  The benefits formula provided retirement income equal to 0.6% of final average compensation plus 0.5% of final average compensation in excess of the Social Security Covered Compensation times years of service with Havertys, up to 40 years.

Supplemental Retirement Plan.Plan.  We also have a non-qualified, non-contributory supplemental executive retirement plan (the "SERP"“SERP”) for employees whose retirement benefits are reduced due to their annual compensation levels.. The SERP provides annualwas established in connection with a defined benefit plan for which the benefits amounting to 55% of final average earnings less benefits calculated under the Pension Planwere frozen in 2006 and social security benefits.its obligations settled in 2014. The SERP limits the total annual amount that may be paid to a participant in the SERP from all sources (Pension Plan,(the former pension plan, social security and the SERP) to $125,000. Effective December 31, 2015, no new benefits can be earned under the SERP.


Additional details regarding accumulated benefits under the SERP plan is provided in the "Pension“Pension Benefits and Retirement Plans Table."




2024 Proxy Statement |23

graphic
Compensation Discussion and Analysis


Regulatory RequirementsConsideration of Last Year’s Advisory Stockholder Vote on Executive Compensation



Together with
99%
Approval of
Say-On-Pay
Proposal in 2023

The Committee considered the Compensation Committee, we carefully review and take into account current tax, accounting and securities regulations as they relate to the design of our compensation program and related decisions.

Section 162(m)strong stockholder support of the Internal Revenue Code makes compensation paid to certain named executive officers in amounts in excess of $1 million not tax deductible unless the compensation is paid under a predetermined objective performance plan meeting certain requirements, or satisfies one of various other exemptions.  The 2017 LTIP, which includes the MIPs, are administeredour NEOs evidenced by the Compensation Committeeresults of this advisory vote, and payments are intendedtogether with its analysis, did not make any specific changes to qualifyour executive compensation program for 2023 in response. Future annual advisory votes on executive compensation will serve as performance-basedan additional tool to guide the committee in evaluating the alignment of the company’s executive compensation and thus satisfy the performance-based requirements for tax deductible compensation.  However, this exclusion of performance-based compensation was repealed in the tax reform legislation signed into law on December 22, 2017, unless such compensation qualifies for transition relief applicable to certain arrangements in place as of November 2, 2017.  As a result, it is uncertain whether compensation intended to structure as performance-based compensation under Section 162(m) will be deductible.

While the Compensation Committee endeavored to structure most awards to complyprogram with Section 162(m) the Compensation Committee believes that the interests of the company and its stockholders.



Frequency of Advisory Stockholder Vote on Executive Compensation

At our 2021 annual meeting on May 10, 2021, our stockholders are best servedexpressed a preference that advisory votes on executive compensation occur every year, as recommended by not restricting its discretion and flexibilityour board. Consistent with this preference, the board implemented an annual advisory vote on executive compensation until the next advisory vote on the frequency of shareholder votes on executive compensation, which will occur no later than the company’s annual meeting of stockholders in crafting compensation plans and arrangements.  The Compensation Committee may approve elements of compensation for certain executive officers that are not fully deductible, and reserves the right to do so in the future in appropriate circumstances.2027.














222024 Proxy Statement |24

graphic
Compensation Committee Report


COMPENSATION COMMITTEE REPORT ON 2017 EXECUTIVE COMPENSATION
 
The CompensationNCG Committee oversees Havertys'Havertys’ compensation program on behalf of the board and operates under a written charter adopted by the board. A copy of the charter is available on Havertys’ website at http://ir.havertys.com/corporate-governance-information/corporate-governance-documents.

The CompensationNCG Committee, the members of which are listed below, is responsible for establishing and administering the executive compensation programs of the Company.Havertys. The CompensationNCG Committee has reviewed and discussed the Compensation Discussion and Analysis with management and, basedas required by Item 402(b) of Regulation S-K. Based on such review and discussions, the CompensationNCG Committee recommended to the board that the Compensation Discussion and Analysis be included in this proxy statement.statement and incorporated by reference into the Company’s 2023 Fiscal Annual Report on Form 10-K.

 
The Employee BenefitsNominating, Compensation and Executive CompensationGovernance Committee
graphic
graphic
graphic
graphic
graphic
L. Allison Dukes
Chair
G. Thomas Hough
Mylle H. Mangum Chair
John T. Glover
Derek G. Schiller
L. Phillip Humann
Al Trujillo
 

232024 Proxy Statement |25


graphic
Compensation at Havertys


EXECUTIVE COMPENSATION

Summary Compensation Table


The following tables and footnotes discussdescribe the compensation paid or accruedearned for the last three years to (i)by our chief executive officer and chief financial officer and (ii) our three most highly compensatednamed executive officers.

Name,
Principal Position, and Year
 Salary  
Non-Equity Incentive Plan Compensation
(1)
  
Stock Awards
(2)
  
Change in Pension Value
(3)
  
All Other Compensation
(4)
  Total 
Clarence H. Smith
Chairman and Chief Executive Officer
 
2023  760,000   670,746   1,330,012   60,223   66,713   2,887,694 
2022  725,000   772,676   1,150,562      30,953   2,679,191 
2021  690,000   1,104,000   1,109,213   202,381   73,238   3,161,832 
Steven G. Burdette
President
 
2023  525,000   324,341   472,486   23,326   46,845   1,391,998 
2022  462,833   369,516   384,790      48,544   1,302,850 
2021  365,165   494,000   510,738      45,110   1,512,681 
Richard B. Hare
Executive Vice President and Chief Finance Officer
 
2023  465,000   266,754   399,988      28,842   1,160,584 
2022  440,000   304,807   338,614      25,850   1,109,271 
2021  420,000   436,800   343,875      27,537   1,228,212 
J. Edward Clary
Executive Vice President and Chief Information Officer
 
2023  420,000   222,405   300,007   35,819   26,990   1,005,221 
2022  400,000   255,782   250,130      32,422   938,334 
2021  387,000   371,520   274,609      28,284   1,061,413 
John L. Gill
Executive Vice President, Merchandising
 
2023  420,000   222,405   300,007   10,690   27,706   980,808 
2022  400,000   255,782   250,130      25,133   931,045 
2021  351,088   371,122   274,609      25,067   1,058,19 


 Name Year Salary 
Non-Equity Incentive Plan Compensation
(1)
 
Stock
Awards
(2)
 
Option Awards
(2)
 Change in Pension Value (3) 
All Other Compensation
(4)
 Total 
 Clarence H. Smith 2017 $650,000 $495,820 $479,600  $12,992 $48,880 $1,687,292 
 President and CEO 2016  650,000  622,388  409,708           —   48,632  1,730,728 
   2015  650,000  524,498  455,016     16,870  47,746  1,694,130 
 
Richard B. Hare(5)
 2017 242,644 172,228 221,998   31,089 667,959 
    EVP and CFO                 
                   
 
Dennis L. Fink(6)
 2017 261,255 87,029   40,180 61,666 450,130 
 EVP, Finance 2016 390,000 242,731 210,710  15,969 29,862 889,272 
   2015 390,000 220,271 234,000  18,296 30,316 892,883 
 Steven G. Burdette 2017 370,000 153,802 228,900  38,281 27,953 818,936 
 EVP, Operations 2016 370,000 211,237 199,919  17,670 27,281 826,107 
   2015 370,000 204,000 222,000   25,954 821,954 
 Richard D. Gallagher 2017 360,000 144,461 228,900  51,424 29,879 814,664 
     EVP, Merchandise 2016 360,000 205,528 194,505  23,971 29,705 813,709 
   2015 360,000 204,535 216,000   25,293 805,828 
 J. Edward Clary 2017 355,000 156,796 218,000  57,930 27,141 814,867 
 EVP and CIO 2016 355,000 206,082 191,798  26,982 27,637 807,499 
   2015 346,670 199,564 207,024   26,795 780,053 
Summary Compensation Table Footnotes


(1)This column shows
Non-Equity Incentive Plan Compensation: Amounts for the cash earned portion ofunder the MIPs awards.annual incentive plans. For a description of the MIPs,plans see "Compensation“Compensation Discussion and Analysis." The aggregate MIP awardawards earned for 2017 was between 67% and 76%2023 were 88.3% of the NEO's (excluding Mr. Fink's)each NEO’s combined MIP target levels. The table below includes the amount of the total award to each named executive officer and the portion of the award attributable to each component.

  Corporate Performance ($)  
Individual
Performance
  
Total Annual
Incentive Award ($)
 
Smith $518,746  $152,000  $670,746 
Burdette  250,841   73,500   324,341 
Hare  206,304   60,450   266,754 
Clary  172,005   50,400   222,405 
Gill  172,005   50,400   222,405 



2024 Proxy Statement |26

graphic
Compensation at Havertys


(2)(1)
Stock Awards: These amounts reflectare the aggregate grant date fairfull value of awards computedthe grants on the date the grants were made, as determined in accordance with FASB ASC Topic 718. Please refer to Note 12 toThe full grant date value is calculated using the number of awards multiplied by the closing price of our financial statements in our annual report for the year ended December 31, 2017 for a discussionstock on the assumptions related todate of grant. All the calculation of such values.grants were made on January 26, 2023. Awards containing a performance-based vesting condition are included based on achieving target performance. Assuming the highest level of performance conditions was achieved in 2017, this amount would have increased for the NEOs as follows:  Mr. Smith - $201,432; Mr. Hare - $66,599; Mr. Burdette - $68,670; Mr. Gallagher - $68,670 and Mr. Clary - $65,400. The amounts reported for these awards may not represent the amounts the individuals will actually realize, as such amounts,the number of shares earned, if any, will depend on actual performance versus goals and the change in our stock price over time.

The table below sets forth the details of the components that make up the 2023 equity awards. The value of the performance shares shown was calculated using the number of shares under the grants multiplied by the share price on the date of grant. The EBITDA and Sales performance grants were earned at 83.9% and 44.5%, respectively.

 Components of Annual Stock Awards   Additional Information 
 
Value of
Time-based shares ($)
 
Value of Performance Shares
- Target ($)
 Total 
Value of Performance Shares
- Maximum ($)
 
EBITDA Sales EBITDA Sales 
Smith $266,029  $851,193  $212,790  $1,330,012  $1,489,595  $265,996 
Burdette  141,749   264,603   66,134   472,486   463,072   82,676 
Hare  120,003   223,995   55,990   399,988   391,999   69,980 
Clary  90,002   168,004   42,001   300,007   294,007   52,510 
Gill  90,002   168,004   42,001   300,007   294,007   52,510 

(3)(2)This column represents an estimate of
Change in Pension Value:  Represents the aggregate annual increasechange in the actuarial present value of accumulated benefits under the NEOs accrued benefit under our SERP retirement plan for the applicable year. These amounts were determined using interest rate and mortality rate assumptions consistent with those used in Note 10 Benefit Plans to our 2023 consolidated financial statements, which are included in our Form 10-K for the year assumingended December 31, 2023. Year-over-year changes in pension value for the greaterSERP were frozen when the pension plan was terminated in 2014. The SERP monthly benefits are actuarially increased if commencement of actual age or asuch benefits begins after normal retirement age if elected by the participant prior to the SERP being frozen. For 2022, the change in pension value includes the impact of 65.the late retirement factors under the SERP which increased the present values and higher discount rates which decreased present values. The methodology used to calculate the actuarial present value of the accumulated benefits under the SERP as of December 31, 2022 and December 31, 2021, did not include the impact of the late retirement factors. The amounts reported for 2021 were calculated using the late retirement factors, which resulted in part, in the increase in the benefit for 2021 as compared to 2020 for affected participants. The higher discount rates in 2022 resulted in a total decrease in pension values for the NEOs as follows: Mr. Smith - $23,127, Mr. Burdette - $97,833, Mr. Clary - $144,100 and Mr. Gill - $50,900. Mr. Hare joined the company in 2017 and has no benefits under the SERP.

(4)(3)
All Other Compensation:These amounts for 2023 are comprised of a combination, varying by NEO, ofitems as noted in the following:following table:

  
401 (K)
Plan Match(a)
  
Deferred Compensation
Plan
Contribution(b)
  
Other(c)
  Total 
Smith $13,200  $36,080  $17,433  $66,713 
Burdette  13,200   16,935   16,710   46,845 
Hare  13,200   
   15,642   28,842 
Clary  13,200   
   13,790   26,990 
Gill  13,200   
   14,506   27,706 

(a)The maximum 401(k) match for calendar year 2023 was $13,200.
(b)Company contributions to the Deferred Compensation Plan contributions to 401(k) Plan accounts, SERP payments,are based on participants’ compensation and contributions.
(c)Includes: premium costs for covering a portion of medical insurance coverage, additional life insurance, long-term disability coverage and health examinations. None of these individual items was greater than $10,000 for 2017 except as follows: for the Company's contribution to the Deferred Compensation Plan for Mr. Smith of $30,072; SERP payments of $42,942 for Mr. Fink; and relocation expenses of $20,000 and $8,571 in gross up for taxes for Mr. Hare.
(5)Mr. Hare joined Havertys as executive vice president, chief financial officer in May 2017.
(6)Mr. Fink served as chief financial officer until May 2017 and retired from the Company in August 2017.


242024 Proxy Statement |27

graphic
Compensation at Havertys


EXECUTIVE COMPENSATION


2023 Grants of Plan Based Awards Table



 
Estimated Possible Payouts
Under Non-Equity
Incentive Plan Awards ($)(2)
  
Estimated Possible Payouts
Under Equity
Incentive Plan Awards (#)(3)(4)
  
       
Name, Grant and NCG Committee Approval Date
Award
Type (1)
 Threshold  Target  Maximum  Threshold  Target  Maximum  All Other Stock Awards: Number of Shares of Stock (#)  
Exercise or Base Price of Awards $/Share(5)
  
Grant Date Fair Value of Stock Award
$(6)
 
Clarence H. Smith                           
1/26/2023ACMIP-I $21,888  $608,000  $1,064,000                   
1/26/2023ACMIP-II     152,000   152,000                   
1/26/2023PRSU           10,271   25,677   44,935     $33.15  $851,193 
1/26/2023PRSU.1           2,568   6,419   8,024      33.15   212,790 
1/26/2023RSU                    8,025   33.15   266,029 
Steven G. Burdette                                    
1/26/2023ACMIP-I  10,584   294,000   514,500                   
1/26/2023ACMIP-II     73,500   73,500                   
1/26/2023PRSU           3,193   7,982   13,969     $33.15   264,603 
1/26/2023PRSU.1           798   1,995   2,494      33.15   66,134 
1/26/2023RSU                    4,276   33.15   141,749 
Richard B. Hare                                    
1/26/2023ACMIP-I  8,705   241,800   423,150                   
1/26/2023ACMIP-II     60,450   60,450                   
1/26/2023PRSU           2,703   6,757   11,825     $33.15   223,995 
1/26/2023PRSU.1           676   1,689   2,111      33.15   55,990 
1/26/2023RSU                    3,620   33.15   120,003 
Edward J. Clary                                    
1/26/2023ACMIP-I  7,258   201,600   352,800                   
1/26/2023ACMIP-II     50,400   50,400                   
1/26/2023PRSU           2,027   5,068   8,869     $33.15   168,004 
1/26/2023PRSU.1           507   1,267   1,584      33.15   42,001 
1/26/2023RSU                    2,715   33.15   90,002 
John L. Gill                                    
1/26/2023ACMIP-I  7,258   201,600   352,800                   
1/26/2023ACMIP-II     50,400   50,400                   
1/26/2023PRSU           2,027   5,068   8,869     $33.15   168,004 
1/26/2023PRSU.1           507   1,267   1,584      33.15   42,001 
1/26/2023RSU                    2,715   33.15   90,002 

The following table and footnotes sets forth certain information with respect to the estimated payouts which were possible under our non-equity incentive plan and the restricted stock awards granted during the year ended December 31, 2017 to our NEOs.
Name Award Type(1) Grant and Compensation Committee Approval Date 
Estimated Possible Payouts
Under Non-Equity
Incentive Plan Awards ($)(2)
 
Estimated Possible Payouts
Under Equity
Incentive Plan Awards (#)(3)(4)
 
All Other Stock
Awards:
Number of
Shares of
Stock
(#)
 
Exercise
 or
Base Price of Awards
$/Share(5)
 
Grant Date
Fair
Value of
Stock
Award
$(6)
ThresholdTargetMaximumThresholdTargetMaximum
Smith ACMIP-I 1/30/2017 $14,560$520,000$910,000    
  ACMIP-II 1/30/2017 26,000130,000130,000    
  PRSU 1/30/2017  9,24015,40024,640  $ 21.80 $335,720
  PRSU.1 1/30/2017  06,6006,600  21.80 143,880
Hare ACMIP-I 05/04/2017 4,973177,600310,800    
  ACMIP-II 05/04/2017 11,10044,40044,400    —  
  PRSU 05/04/2017  2,6384,3967,034 
(2)
25.25 110,999
  RSU 05/04/2017   4,396 25.25 110,999
Fink ACMIP-I 05/09/2017 10,48326,20845,864    
  ACMIP-II 05/09/2017 46,80046,80046,800    
Burdette ACMIP-I 1/30/2017 4,973177,600310,800    
  ACMIP-II 1/30/2017 2,22044,40044,400    
  PRSU 1/30/2017  3,1505,2508,400  21.80 114,450
  RSU 1/30/2017   5,250 21.80 114,450
Gallagher ACMIP-I 1/30/2017 4,838172,800302,400    
  ACMIP-II 1/30/2017 4,32043,20043,200    
  PRSU 1/30/2017  3,1505,2508,400  21.80 114,450
  RSU 1/30/2017     21.80 114,450
Clary ACMIP-I 1/30/2017 4,771170,400298,200    
  ACMIP-II 1/30/2017 4,26042,60042,600    
  PRSU 1/30/2017  3,0005,0008,000  21.80 109,000
  RSU 1/30/2017   5,000 21.80 109,000
(1)Award Type:
ACMIP-I = Annual Cash Management Incentive Plan Compensation based on company performance
ACMIP-II = Annual Cash Management Incentive Plan Compensation based on individual performance
PRSU = Performance Restricted Stock Units contingent – EBITDA
PRSU.1 = Performance Restricted Stock Units contingent – Sales
RSU = Restricted Stock Unit
ACMIP-II = Annual Cash Management Incentive Plan Compensation based on individual performance
PRSU = Performance Restricted Stock Units contingent - EBITDA
PRSU.1 = Performance Restricted Stock Units contingent - Sales
RSU = Restricted Stock Unit
(2)The 20172023 Non-Equity Incentive Plans as discussed above provided for a target payout for 100% attainment of the goals and decreased to the payout threshold and increased to the maximum payout noted above.
(3)The PRSU grants aregrant is based on 20172023 adjusted EBITDA as discussed above. The number of shares actually achieved were 93.4%83.9% of the target and are shown as outstanding awards on page 26.29.
(4)The PRSU.1 grants aregrant is based on exceedinga sales targets in eachtarget for 2023. The number of shares actually achieved were 44.5% of the years 2017 to 2020.  The 2017 target was not achieved.and are shown as outstanding awards on page 29.
(5)The base price for the PRSUs and RSUs is the closing price of our stock on the date of grant.
(6)The fair value for the PRSUs and RSUs was determined using the target number of shares granted multiplied by the closing stock price on the grant date.date, in accordance with ASC Topic 718.



252024 Proxy Statement |28


graphic
Compensation at Havertys


EXECUTIVE COMPENSATION

Outstanding Equity Awards at 2023 Fiscal Year-End Table

The following table includes certain information with respect to the value of all unexercised and unvested awards previously granted to the NEOs at December 31, 2017.2023. The market value of shares of stock that have not vested is based on the closing market price as of $22.65 at December 30, 2017.29, 2023, the last trading day of 2023, which was $35.50.


    Stock Awards
NameDate Awarded Number of Shares of Stock That Have Not Vested (#)  Market Value of Shares of Stock that Have Not Vested ($) Equity Incentive Plan Awards: Number of Unearned Shares That Have Not Vested (#)Equity Incentive Plan Award: Market or Payout Value of Unearned Shares That Have Not Vested ($)
             
Clarence H. Smith
 1/21/21(1)
  2,201  $78,136    
 1/21/21(2)
  37,352   1,325,996    
 1/21/21(3)
  6,670   236,785    
 1/26/22(1)
  5,262   186,801    
 1/26/22(4)
  25,592   908,516    
 1/26/22(5)
  6,237   221,414    
 1/26/23(1)
  7,715   273,883    
 1/26/23(6)
  21,543   764,777    
 1/26/23(7)
  2,856   101,388    
               
Steven G. Burdette
 1/21/21(1)
  995   35,323    
 1/21/21(2)
  9,849   349,640    
 1/21/21(3)
  1,759   62,445    
 3/01/21(1)
  1,650   58,575    
 1/26/22(1)
  2,640   93,720    
 1/26/22(4)
  7,787   276,439    
 1/26/22(5)
  1,899   67,415    
 1/26/23(1)
  4,276   151,798    
 1/26/23(6)
  6,697   237,744    
 1/26/23(7)
  888   31,524    
               
Richard B. Hare
 1/21/21(1)
  1,039   36,885    
 1/21/21(2)
  10,290   365,295    
 1/21/21(3)
  1,838   65,249    
 1/26/22(1)
  2,323   82,467    
 1/26/22(4)
  6,853   243,282    
 1/26/22(5)
  1,671   59,321    
 1/26/23(1)
  3,620   128,510    
 1/26/23(6)
  5,669   201,250    
 1/26/23(7)
  752   26,696    
           

 SSARs Awards Stock Awards 
Name 
 
 
 
Date Awarded
Number of Securities Underlying Exercisable Awards (#) 
Number of Securities
Underlying
Unexercisable
Awards (#)
 Exercise Price ($) Expiration Date Number of Shares of Stock That Have Not Vested(#) Market Value of Shares of Stock that Have Not Vested ($) 
Equity Incentive Plan Awards:
Number of Unearned Shares, Units, That Have Not Vested(#)
 Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, That Have Not Vested($) 
Smith 
 
1/24/13
(1)
 
22,000
   $18.14 
 
1/24/20
         
  1/17/14
(3)
        970 21,971     
  1/23/15
(4)
        13,152 297,893     
  1/23/15
(3)
        1,422 32,208 1,422 32,208 
  1/26/16
(5)
        16,109 364,869     
  1/26/16
(3)
            3,269 74,043 
  1/30/17
(6)
        14,384 325,798     
  1/30/17
(3)
            4,950 112,117 
 
Hare
 
 
5/04/17
(7)
        
 
4,396
 
 
99,569
     
  5/04/17
(6)
        4,106 93,000     
Fink 
 
1/17/14
(2)
        
 
985
 
 
22,310
     
  1/23/15
(2)
        2,437 55,198     
  1/23/15
(4)
        4,831 109,422     
  1/26/16
(5)
        8,285 187,655     
 
Burdette
 1/17/14
(2)
        
 
907
 
 
20,544
     
  1/23/15
(2)
        2,312 52,367     
  1/23/15
(4)
        4,583 103,805     
  1/26/16
(7)
        3,987 90,306     
  1/26/16
(5)
        5,615 127,180     
  1/30/17
(7)
        5,250 118,913     
  1/30/17
(6)
        4,904 111,076     
 
Gallagher
 1/17/14
(2)
        
 
907
 
 
20,544
     
  1/23/15
(2)
        2,250 50,963     
  1/23/15
(4)
        4,459 100,996     
  1/26/16
(7)
        3,879 87,859     
  1/26/16
(5)
        5,463 123,737     
  1/30/17
(7)
        5,250 118,913     
  1/30/17
(6)
        4,904 111,076     
 
Clary
 1/24/13
(1)
 
12,500
   
 
$18.14
 
 
1/24/20
         
  1/17/14
(2)
        907 20,544     
  1/23/15
(2)
        2,156 48,833     
  1/23/15
(4)
        4,274 96,806     
  1/26/16
(7)
        3,825 86,636     
  1/26/16
(5)
        5,387 122,016     
  1/30/17
(7)
        5,000 113,250     
  1/30/17
(6)
        4,670 105,776     




262024 Proxy Statement |29


graphic
Compensation at Havertys


EXECUTIVE COMPENSATIONOutstanding Equity Awards Table (continued)

    Stock Awards
NameDate Awarded Number of Shares of Stock That Have Not Vested (#)  Market Value of Shares of Stock that Have Not Vested ($) Equity Incentive Plan Awards: Number of Unearned Shares That Have Not Vested (#)Equity Incentive Plan Award: Market or Payout Value of Unearned Shares That Have Not Vested ($)
             
J. Edward Clary
 1/21/21(1)
  830   29,465    
 1/21/21(2)
  8,218   291,739    
 1/21/21(3)
  1,468   52,114    
 1/26/22(1)
  1,716   60,918    
 1/26/22(4)
  5,063   179,737    
 1/26/22(5)
  1,234   43,807    
 1/26/23(1)
  2,715   96,383    
 1/26/23(6)
  4,252   150,946    
 1/26/23(7)
  564   20,022    
               
John L. Gill
 1/21/21(1)
  830   29,465    
 1/21/21(2)
  8,218   291,739    
 1/21/21(3)
  1,468   52,114    
 1/26/22(1)
  1,716   60,918    
 1/26/22(4)
  5,063   179,737    
 1/26/22(5)
  1,234   43,807    
 1/26/23(1)
  2,715   96,383    
 1/26/23(6)
  4,252   150,946    
 1/26/23(7)
  564   20,022    



Award InformationVesting RateVesting DatesConditions
(1)
Stock-Settled
Appreciation Rights
25% per yearMay 8 each year beginning year following grant date
Continued employment or normal retirement
 through vesting date.
(2)Restricted Stock Units25% per yearMay 8 each year beginning year following grant date
Continued employment or normal retirement
 through vesting date.
(3)Performance Restricted Stock Units25% per yearMay 8 each year beginning year following grant date
Contingent upon achieving certain level of
 annual net sales.
(4)Performance Restricted Stock Units100%February 28, 2018
Based on 2015 EBITDA, shares achieved at
 99.1% of target.
(5)Performance Restricted Stock Units100%February 28, 2019
Based on 2016 EBITDA, shares achieved at
105.6% of target.
(6)Performance Restricted Stock Units100%February 28, 2020Based on 2017 EBITDA shares achieved at 93.4% of target.
(7)Restricted Stock Units25% per yearMay 8 each year beginning year following grant dateContinued employment through vesting date.



Outstanding Equity Awards Table Footnotes

Award Information Vesting Rate Vesting Dates Conditions
        
(1)Restricted Stock Units 33.3% per year May 8 each year beginning year following grant date Continued employment through vesting date.
(2)Performance Restricted Stock Units 100% February 28, 2024 Based on 2021 EBITDA, shares achieved at 175% of target.
(3)Performance Restricted Stock Units 100% February 28, 2024 Based on 2021 consolidated sales, shares achieved at 125% of target.
(4)Performance Restricted Stock Units 100% February 28, 2025 Based on 2022 EBITDA, shares achieved at 104.3% of target.
(5)Performance Restricted Stock Units 100% February 28, 2025 Based on 2022 consolidated sales, shares achieved at 101.7% of target.
(6)Performance Restricted Stock Units 100% February 28, 2026 Based on 2023 EBITDA, shares achieved at 83.9% of target.
(7)Performance Restricted Stock Units 100% February 28, 2026 Based on 2023 consolidated sales, shares achieved at 44.5% of target.



2024 Proxy Statement |30

graphic
Compensation at Havertys


Option Exercises and Stock Vested Table


The following table includes certain information with respect to the exercise of SSARs and the vesting of restricted stock awards of the NEOs for the year ended December 31, 2017.2023.

  Option and SSARs Award  Stock Awards 
Name Number of Shares Acquired on Exercise (#)  Value Realized on Exercise ($)  Number of Shares Acquired on Vesting (#)(2)  Value Realized on Vesting ($)(1) 
Clarence Smith        62,065  $2,231,514 
Steve Burdette        22,023   753,832 
Richard Hare        20,255   708,624 
Ed Clary        16,605   581,765 
John Gill        16,593   581,459 
  Option and SSARs Awards  Stock Awards 
Name Number of Shares Acquired on Exercise (#)(1)  
Value Realized on Exercise ($)(2)
  
Number of Shares
Acquired
on Vesting (#)(1)
  
Value
Realized on
Vesting ($)(2)
 
Clarence Smith    $   13,474  $329,462 
Richard Hare            
Dennis Fink  1,859   74,340   7,717   190,842 
Steve Burdette  1,820   69,938   7,721   191,473 
Richard Gallagher  2,255   100,750   7,654   189,758 
Ed Clary        7,589   188,094 

(1) The number of shares acquired on exercise or vesting is the gross number, including shares surrendered to us for the payment of the exercise and/or withholding taxes.
(2)
The value realized reflects the taxable value to the named executive officerNEO as of the date of the exercise of the SSAR, or vesting of restricted stock units. The actual value ultimately realized by the NEO may be more or less than the value realized calculated in the above table depending on whether and when the NEO held or sold the stock associated with the exercise or vesting occurrence.
(2)The number of shares acquired on vesting is the gross number, including shares surrendered to us for the payment of withholding taxes. The following table outlines the net number of shares received by the NEOs.

NameNet Shares Received (#)
Smith34,474
Burdette12,032
Hare11,067
Clary9,072
Gill9,438






272024 Proxy Statement |31


graphic
Compensation at Havertys


EXECUTIVE COMPENSATION

Non-Qualified Deferred Compensation Plans


Top Hat Mutual Fund Option Plan.Plan. The Top Hat Mutual Fund Option Plan (the "Top“Top Hat Plan"Plan”) was designed to accumulate retirement funds for selected employees, including the executive officers. The Top Hat Plan allowed participants to defer up to 100% of their cash incentive compensation in exchange for an option to buy selected mutual funds at a discount equal to the bonus they would have otherwise received. Deferrals under the Top Hat Plan were suspended in 2005. Participants may withdraw any or all amounts at any time but not later than fifteen years from leaving our employment. The following table includes certain information for those NEOs in the Top Hat Plan.


Name Aggregate Earnings (Loss) in 2023($)  
Aggregate Withdrawals/
Distributions in 2023 ($)
  Aggregate Balance at Last FYE ($) 
Clarence Smith $97,664     $423,459 
Ed Clary  79,658      621,287 

 
Name
 
Aggregate
Earnings (Loss)
in 2017 ($)
  
Aggregate
Balance at Last
FYE ($)
 
Clarence Smith      $140,034  $953,677 
Dennis Fink  69,254   361,207 
Ed Clary  69,126   364,903 

Deferred Compensation Plan.Plan. In January 2011, Havertys instituted a Deferred Compensation Plan for certain employees, including the NEOs. Under this plan participants may voluntarily defer receipt of up to 50% of their salary and 100% of their cash bonuses or non-equity plan compensation and allocate the deferred amounts among a group of investment options that mirrors the fund choices available in Havertys'Havertys’ 401(k) Plan. Havertys may also make a percentage contribution of excess compensation to each participant. "Excess compensation"“Excess Compensation” refers to compensation above which a participant cannot receive an employer matching contribution under the existing 401(k) limits. The percentage Companycompany contribution was 3% for 2017.2023. In general, deferred amounts areae distributed to the participant upon termination or at a specified date as elected by the participant or as required by the plan. The following table includes information for those NEOs participating in the Deferred Compensation Plan. Mr. Gill does not participate in the Deferred Compensation Plan.
 
 
 
Name
 
 
Executive Contributions in 2017 ($)(1)
  
 
Company Contributions
for 2017 ($)(2)
  
 
Aggregate Earnings (Loss) in 2017 ($)(3)
  
Aggregate
Withdrawals/
Distributions
in 2017 ($)
  
 
Aggregate Balance at Last FYE ($)(4)
 
Clarence Smith $392,773  $30,072  $253,558     $2,111,519 
Dennis Fink  99,270      6,284      380,013 
Steve Burdette  39,625   9,338   19,584  $29,835   150,047 
Richard Gallagher  77,108   8,866   34,736      306,584 
Ed Clary  55,417   8,733   33,255      214,168 

Name Executive Contributions in 2023 ($)(1)  Company Contributions for 2023 ($)(2)  Aggregate Earnings (Loss) in 2023 ($)(3)  
Aggregate
Withdrawals/
Distributions in 2023 ($)
  Aggregate Balance at Last FYE ($)(4) 
Clarence Smith $109,250  $36,080  $623,722  $(174,494) $4,284,895 
Steve Burdette  52,396   16,935   49,748      556,908 
Richard Hare        35,170      250,566 
Ed Clary  167      150,154      705,621 


(1)
Amounts included in this column have been included for the applicable year in the "Non-Equity“Salary” and “Non-Equity Incentive Plan Compensation" columnCompensation” columns in the Summary Compensation Table on page 24.Table.
(2)
Amounts included in this column have been reported for the applicable year in the "All“All Other Compensation"Compensation” column of the Summary Compensation Table on page 24.Table.
(3)
Amounts included in this column do not constitute above-market or preferential earnings and accordingly such amounts are not
reported in the "Change“Change in Pension Value and Nonqualified Deferred Compensation Earnings"Earnings” column of the Summary Compensation Table.
Table on page 24.
(4)
All amounts included in this column have been reported in the current or prior years as either salary, non-equity incentive compensation or all other compensation in the summary compensation tables or as earnings or withdrawals in the deferred compensation tables.


282024 Proxy Statement |32


graphic
Compensation at Havertys


EXECUTIVE COMPENSATION

Pension Benefits and Retirement Plans

The retirement plansRetirement benefits are provided through Havertys 401(k) Plan and the SERP, which are described in the CD&A. The change in pension value can be impacted by changesthe change in assumptions used to estimate present values. Please refer to Note 10, Benefit Plans to our financial statements in our annual report for the year ended December 31, 20172023 for information on the assumptions related to our retirement plan.the SERP.

The Pension Plan was terminated in May 2014 and distributions of the participants' plan balance were made in December 2014.  Distribution options included the purchase of an individual annuity, rollover to another qualified retirement account or cash out of the accumulated balance.


The following table provides certain information on the retirement benefits available under the SERP Plan for each eligible NEO at December 31, 2017.
2023 (Mr. Hare joined Havertys in 2017 and therefore has no benefits under the SERP).
 
Name
 
Plan Name
 
Number of Years
Credited
Service (#)
  
Present Value
of Accumulated
Benefit ($)
  
Payments during last fiscal year ($)
 
Clarence Smith     SERP  40  $498,233    
Dennis FinkSERP  23   684,138  $42,942 
Steve BurdetteSERP  32   271,698     
Richard GallagherSERP  27   378,796    
Ed ClarySERP  25   427,154    

NamePlan Name Number of Years Credited Service (#)  Present Value of Accumulated Benefits ($)  Payments during last fiscal year ($) 
Clarence SmithSERP  40  $738,387    
Steve BurdetteSERP  32   282,058    
Ed ClarySERP  25   442,409    
John GillSERP  15   120,555    


The SERP planPlan permits participants with 15 or more years of service to retire as early as age 55 with a reduction in the amount of their monthly benefits ranging from 50% at age 55 to 93.3% at age 64. As of December 31, 2017,2023, Clarence Smith was eligible for retirement with no reduction in benefits andbenefits. Messrs. Burdette, GallagherClary and ClaryGill are eligible for reduced benefits ranging from approximately 55.3%66.7% to 56.7%86.7%.




20172023 Potential Payments upon Termination or Change in Control


The table on page 3235 summarizes the estimated payments to be made under our agreements or plans which provide for payments to an NEO following, or in connection with, any termination of employment, including by resignation, retirement, death, disability, constructive termination, or termination following a change in control. Such amounts are estimates to be paid under hypothetical circumstances and under the terms of the plans as they now exist. As required by the SEC, we have assumed that employment terminated on December 31, 20172023 and that the price per share of our common stock is the closing market price as of that date,December 29, 2023, the last trading day of 2023, which was $22.65.$35.50. Actual payments in such circumstances may differ for a variety of reasons. The amounts reported below do not include amounts to be provided to an NEO under any arrangement which does not discriminate in scope, terms or operation in favor of our executive officers, and which is available generally to all salaried employees. Also, this table does not include amounts reported in the deferred compensation tables or the pension benefits table, except for those receiving retirement benefits.


Salary. None of our NEOs has an employment agreement which guarantees them employment for any period of time. Therefore, we would only make post-termination payments of salary or severance to an NEO under our change in control agreement.




29


EXECUTIVE COMPENSATION

Change in control agreements. agreements. Our executive officers and other team members have built Havertys into the successful enterprise that it is today, and we believe that it is important to protect them in the event of a change in control. We have entered into change in control agreements with all of our executive officers, including the NEOs.  These agreements provide for cash payments and continuation of benefits upon termination of the person's employment due to events as defined in the agreement within 36 months following a change in control.

The agreements, entered into with the NEOs, provide that unless the termination of the person is for cause, or by the individual without "Good Reason" as defined in the agreement, the person will be paid:  (i) a lump severance payment in cash equal to the higher of the sum of two times the individual's base salary or two times the average annual base salary for the three years immediately prior to the event upon which the notice of termination is based; (ii) the higher of two times the amount paid to individual as bonus and annual incentive compensation or two times the average amount paid in the three years preceding that in which the date of termination occurs; and (iii) an amount of any annual bonus and non-equity incentive compensation whichboard has been allocated or awarded and has not yet been paid and a pro rata portion for the fiscal year in which the termination occurs.

Under the terms of the agreement, if a change in control occurs, we will, at the election of the individual, repurchase all equity awards held for a lump sum amount in cash equal to the product of the spread (using the per share price as defined in the agreement) times the number of shares covered by each award. We will also arrange to provide life, disability, accident and health insurance benefits similar to those which the individual was receiving immediately prior to the notice of termination for a period of 24 months after the date of termination.

Because of the so-called "parachute" tax imposed by Internal Revenue Code Section 280G, the agreements include a "cap."  Under this provision, all parachute payments would be reduced so that no excise tax would be imposed on any of the payments and benefits and thus the total amount of payments would never exceed three times his or her "base amount" as defined by the Internal Revenue Code.

In February 2018 the boardtherefore approved new change in control agreements for our NEOs and a management director (the "Agreements"“Agreements”). The Agreements replace and supersede the existing change in control agreements. The term of each Agreement extends until December 31, 2018 and then automatically renews each January 1 unless notice is otherwise provided by Havertys.



2024 Proxy Statement |33

graphic
Compensation at Havertys


The Agreements provide benefits under a qualifying termination of employment within 24 months following a change in control. The benefits the individuals would be entitled to receive include:
·Severance payments – calculated as equal to two times the sum of: (1) the higher of the individual's annual base salary or the average annual base salary for the three years immediately prior to the event upon which the notice of termination is based and (2) the higher of the amount paid as annual non-equity incentive compensation or the average amount paid in the three years preceding that in which the date of termination occurs.

·Final year bonus – a pro-rata amount for the annual incentive plan performance period in which the date of termination occurs, the calculation and payment of which depend on when the date of termination occurs.
Severance payments – calculated as equal to two times the sum of: (1) the higher of the individual’s annual base salary or the average annual base salary for the three years immediately prior to the event upon which the notice of termination is based and (2) the higher of the amount paid as annual non-equity incentive compensation or the average amount paid in the three years preceding that in which the date of termination occurs.
·Reimbursement for medical and life insurance premiums – payments for a period of 24 months after the date of termination.

·Acceleration of vesting on then-outstanding stock options and restricted stock awards; then-outstanding performance shares would be governed by the plan under which they were awarded.
Final year bonus – a pro-rata amount for the annual incentive plan performance period in which the date of termination occurs, the calculation and payment of which depend on when the date of termination occurs.


Reimbursement for medical and life insurance premiums – payments for a period of 24 months after the date of termination.

Acceleration of vesting on then-outstanding stock options and restricted stock awards; then-outstanding performance shares would be governed by the plan under which they were awarded. See “Accelerated Vesting of Long-Term Incentives” below for additional details on the outstanding awards.

We do not have employment agreements with any of our executive officers and there are no other written agreements related to termination other than the change in control agreements.
30


EXECUTIVE COMPENSATION
Accelerated Vesting of Long-Term Incentives.Incentives. We have provided long-term incentives to our NEOs through performance and time-vested restricted stock units and stock-settled appreciation rights.units. Terms of accelerated vesting for long-term incentives upon various termination scenarios are described below. Long-term incentive awards made in certain years to retirement-eligible individuals may continue to vest after retirement. All awards outstanding as of December 31, 2023 have been granted under our 2014 Long-Term Incentive Plan (the “2014 LTIP”) and 2021 LTIP.

Time Vested Restricted Stock Units (RSUs). Time based RSUs generally vest annually pro rata over fourthree years, provided the executive has remained an active team member from the grant date through the vesting date. UnvestedGenerally, unvested RSU grants will vest in full uponif an NEO'sNEO’s termination of employment is by reason of death or disability. RSUs granted prior to 2016disability and will continue to vest intoif due to retirement, and will be distributed onsubject to the specified dates as indicated in the grant agreements. Upon termination of employment under any other circumstances, the executive forfeits the RSUs. For RSUs granted in 2016 and later, awards are forfeited upon termination of employment unless attributable to death or disability.executive’s compliance with certain restrictive covenants. We calculated the value of RSUs using our closing stockmarket price onas of December 31, 201729, 2023, the last trading day of $22.65.2023, which was $35.50.


Performance RSUs based on EBITDA (PRSUs-EBITDA)and Sales (PRSUs). Upon an NEO's termination of employment during the performance period by reason of death, disability, or disability,retirement, unvested PRSUs-EBITDAPRSUs will vest based on actual performance through the date of death, disability or disability.retirement. After the performance period, the PRSUs will vest according to the grant agreement. At December 31, 2017,2023, the number of units earned for all PRSUs-EBITDAPRSUs were known and we calculated their value using our closingmarket price as of December 29, 2023, the last trading day of 2023, which was $35.50.

For awards of long-term incentives granted under the 2014 LTIP, in the event of a change in control the restrictions on the RSUs lapse and the PRSUs convert to time-based restricted stock price on December 31, 2017awards. If the change in control occurs prior to the end of $22.65. the performance period, 100% of the target award converts, and if after the performance period the shares earned will convert. The vesting of the RSUs and the converted time-based restricted stock awards is accelerated at the change in control. The NCG Committee has the right to cancel the RSUs and converted time-based awards in exchange for consideration equal to the value of the shares immediately prior to the change in control.


Performance RSUs based on Sales (PRSUs - Sales). Upon an NEO's terminationAwards of employmentlong-term incentives granted under the 2021 LTIP have double-trigger change-in-control vesting; if awards granted under the 2021 LTIP are assumed by reasonthe successor entity in connection with a change of death or disability, unvested PRSUs-Salescontrol of the company, such awards will vest.  The number of units earned for all PRSUs-Sales, at December 31, 2017, were knownnot automatically vest and we calculated their value using our closing stock price on that date of $22.65. pay out upon the change in control.


Retirement Plans.Plans. Benefits under the Supplemental Executive Retirement Plan (SERP) were frozen in December 2015, and accordingly,2015. Mr. Hare is not includedjoined Havertys in 2017 and therefore has no benefits under the Plan.SERP. The benefits under the planSERP are not enhanced upon any termination.

31
2024 Proxy Statement |34


graphic
Compensation at Havertys



EXECUTIVE COMPENSATION
20172023 Potential Payments Uponupon Termination or Change in Control

Name Voluntary  
Involuntary Not for
Cause
  For Cause  Change in Control No Termination  Involuntary for Good Reason/Not for Cause (CIC)  Death  Disability 
Clarence H. Smith                     
Severance             $3,218,282       
Healthcare and Other              47,391       
 Long-Term Incentive
  
(2) 
  
(2) 
  
(2) 
 $4,097,694  $4,097,694  $4,097,694  $4,097,694 
 Retirement Plans(1)
                     
Steve Burdette                            
Severance              1,841,904       
Healthcare and Other              47,391       
Long-Term Incentive  
(2) 
  
(2) 
  
(2) 
  1,364,620   1,364,620   1,364,620   1,364,620 
Retirement Plans(1)
                     
Richard Hare                            
Severance              1,602,240       
Healthcare and Other              61,479       
Long-Term Incentive  
(2) 
  
(2) 
  
(2) 
  1,208,953   1,208,953   1,208,953   1,208,953 
Retirement Plans(1)
                     
Ed Clary                            
Severance              1,406,472       
Healthcare and Other              47,391       
Long-Term Incentive  
(2) 
  
(2) 
  
(2) 
  925,130   925,130   925,130   925,130 
Retirement Plans(1)
                     
John Gill                            
Severance              1,406,472       
Healthcare and Other              47,391       
Long-Term Incentive  
(2) 
  
(2) 
  
(2) 
  925,130   925,130   925,130   925,130 
Retirement Plans(1)
                     

1.We disclose the amounts related to the SERP Plan and the plans in which each NEO participates in the Pension Benefits, the Top Hat Mutual Fund Option Plan and the Deferred Compensation Plan Tables.

Name Voluntary 
Involuntary
Not for Cause
 
For
 Cause
 
Involuntary
for Good Reason/Not for Cause (CIC)
 Death Disability 
Clarence Smith             
Severance         —        — $1,300,000   
Bonus        —        —        — 1,095,138   
Healthcare and Other        —        —        — 61,224   
Long-Term Incentive        —
(2)
       —        — 1,715,704 $1,141,959
(3)
$1,141,959
(3)
Retirement Plans(1)
 ��      —        —        —    
Richard Hare             
Severance          — 740,000   
Bonus        —         — 344,456   
Healthcare and Other        —         — 69,320   
Long-Term Incentive        —         — 231,467 192,569
(3)
192,569
(3)
Retirement Plans(1)
        —         —    
Dennis Fink             
Severance          —        —        —        — 
Bonus          —        —        —        — 
Healthcare and Other          —        —        —        — 
Long-Term Incentive $374,585
(2)
        —        —         — 
Retirement Plans(1)
 42,942         —        —        —        — 
Steve Burdette             
Severance          — 740,000   
Bonus        —         — 379,292   
Healthcare and Other        —         — 37,802   
Long-Term Incentive        —         — 750,267 624,191
(3)
624,191
(3)
Retirement Plans(1)
        —         —    
Richard Gallagher             
Severance          — 720,000   
Bonus        —         — 369,682   
Healthcare and Other        —         — 77,123   
Long-Term Incentive        —         — 738,124 614,088
(3)
614,088
(3)
Retirement Plans(1)
        —         —    
Ed Clary             
Severance          — 710,000   
Bonus        —         — 374,962   
Healthcare and Other        —         — 79,398   
Long-Term Incentive        —         — 827,375 650,236
(3)
650,236
(3)
Retirement Plans(1)
        —         —    

(1)  We disclose the amounts related to the SERP plan and the plans in which each NEO participates in the Pension Benefits, the Top Hat Mutual Fund Option Plan and  the Deferred Compensation Plan Tables. Mr. Fink reached retirement age in 2016 and began receiving his benefits under the SERP plan.
(2)  Mr. Smith was at full retirement age at December 31, 2017.
2.Mr. Smith was the only NEO that was retirement eligible for purposes of the long-term incentive awards at December 31, 2023. If he had retired on such date, his outstanding awards would not have automatically vested. Therefore, we report zero value in the table above (considering for this purpose, “retirement” is a subset of voluntary termination). However, some of his awards would continue to vest following his retirement through the end of the respective vesting periods, subject to his compliance with certain restrictive covenants. The values of such awards at December 31, 2023 were $4,019,559.
3.Time-based RSUs vest in full upon an NEO’s termination of employment by reason of death or disability. Similarly, PRSUs generally vest upon an NEO’s termination of employment by reason of death or disability based on actual performance through the date of death or disability, which for purposes of this table is assumed to be December 31, 2023.

The amounts shown in the table above. However, somefor “Change in Control No Termination” assume the successor entity in connection with the change of hiscontrol does not assume the awards granted under the 2021 LTIP. All amounts shown in the above table would continue to vest following his retirement throughbe paid in lump-sum payments by us in accordance with the end of the respective vesting periods. The values of such awards at December 31, 2017 were $1,087,780.  Mr. Fink retired from the Company in August 2017 and this is the calculated value at December 31, 2017 of his outstanding awards that will continue to vest in retirement.applicable grant agreements.
(3)  Time-vested RSUs vest in full upon an NEO's termination of employment by reason of death or disability. Similarly, performance vested RSUs generally vest upon an NEO's termination of employment by reason of death or disability based on actual performance through the date of death or disability, which for purposes of this table is assumed to be December 31, 2017.

322024 Proxy Statement |35


EXECUTIVE COMPENSATION
Stock Ownership Guidelines
graphic

Compensation at Havertys
In order to preserve the link between the interests of our executive officers and those of our stockholders, executive officers are expected to establish and maintain a significant level of direct stock ownership.  Each executive officer is expected to have minimum qualified holdings based on the lesser of the fair market value of a multiple of his or her base salary or the number of shares as indicated below.  We count unvested time-based restricted stock units, reduced by 33% representing shares withheld for taxes, towards satisfying the guidelines. All of our executive officers, including our NEOs currently meet, or are on track to meet, the ownership levels.  New officers have three years from the date they become subject to the guidelines to meet the required ownership level.


Position
Guidelines
Chief Executive Officer3.0x salary or 85,000 shares
Executive Vice President2.0x salary or 40,000 shares
Senior Vice President1.0x salary or 25,000 shares




CEO Pay Ratio Information


As a result of the recently adopted rules under the Dodd-Frank Act, beginning with this proxy statement, theThe SEC requires the disclosure of the CEO to median employee pay ratio. We identified the median team member by examining the 20172023 total cash compensation for all individuals, excluding our CEO, who were employed by us on October 1, 2017.December 31, 2023. We included all individuals, whether employed on a full-time part-time, or seasonalpart-time basis. We annualized the cash compensation for all permanent team members who were not employed for the entire period, such as a new hire.period. We did not make full-time adjustments for part-time team members, or annualizing adjustments for temporary or seasonal workers.members. We believe the use of total cash compensation for all team members is a consistently applied compensation measure because we do not widely distribute annual equity awards to team members.


After identifying the median team member based on total cash compensation, we calculated annual total compensation for such team member using the same methodology we use for our named executive officers as set forth in the 20172023 Summary Compensation Table in this proxy statement. In 2017,2023, our CEO, Mr. Smith, had a total annual compensation of $1,687,292.$2,887,694. Our median team member'semployee’s annual total compensation for 20172023 was $33,920.$63,729. As a result, we estimate that Mr. Smith's 2017Smith’s 2023 annual total compensation was approximately 5045 times that of our median team member, or 50:45:1.


Given the different methodologies that various public companies are allowed to use to determine their pay ratio, the ratio we report may not be comparable to those reported by other companies.

Pay-Versus-Performance
33
As required by Section 953(a) of the Dodd-Frank Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain company financial performance metrics. For further information concerning our approach to pay-for-performance, refer to the Compensation Discussion and Analysis, beginning on page 15.

The following table provides information showing the relationship during 2023, 2022, 2021, and 2020 between (1) total compensation as reflected in the Summary Compensation Table ("SCT”), (2) executive compensation “actually paid” (“CAP”) (as defined by SEC rule and further described below) to (a) each person serving as our principal executive officer (“PEO”) (also referred to as our CEO) and (b) our non-PEO named executive officers (also referred to below as other NEOs), on an average basis, and (3) the company’s financial performance. The Company’s selected performance measure included in the chart below is Pre-Tax Income. Information presented in this section will not be deemed to be incorporated by reference into any of our filings under the Securities Act of 1933, as amended, or the Exchange Act, except as we may specifically do so by reference to this section.


2024 Proxy Statement |36

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Compensation at Havertys


EQUITY COMPENSATION PLAN INFORMATIONPay-Versus-Performance Table

         Value of initial Fixed $100 Investment   Company Selected Financial Performance Measure 
YearSCT Total Compensation for PEO (1) Compensation Actually Paid to PEO Average SCT Total Compensation For Non-PEO NEOs (2) 
Average Compensation Actually Paid
to Non‑PEO NEOs
 Total Shareholder Return Peer Group Total Shareholder Return (3) 
Net
Income (4)
(in 000s)
 
Pre-Tax
Income (5)
(in 000s)
 
(a)(b) (c) (d) (e) (f) (g) (h) (i) 
2023 $2,887,694  $3,479,323  $1,134,652  $1,292,075   246   142  $56,319  $72,711 
2022  2,679,191   2,646,013   1,170,014   959,065   193   122   89,358   119,501 
2021  3,161,832   3,814,594   1,215,126   1,490,490   184   184   90,803   118,535 
2020  2,437,008   3,382,845   1,013,649   1,268,297   153   136   59,148   76,731 

1.Clarence Smith served as our CEO for the entirety of 2023, 2022, 2021, and 2020.

2.The NEOs included in this calculation for each year are:
2023 – Steve Burdette, Richard Hare, Ed Clary, and John Gill
2022 – Steve Burdette, Richard Hare, Ed Clary, John Gill and Rawson Haverty
2021 – Steve Burdette, Richard Hare, Ed Clary, and John Gill
2020 – Steve Burdette, Richard Hare, Ed Clary, and John Gill
3.The peer group TSR is based on the cumulative return of the NYSE/AMEX/Nasdaq Home Furnishings & Equipment Store Index (SIC Codes 5700-5799).
4.Net income as included in our 2023 Annual Report on Form 10-K.
5.Pre-tax income, or income before income taxes, as included in our 2023 Annual Report on Form 10-K.
6.The additional table below sets forth each of the amounts required by SEC rule to be deducted from and added to the amount of total compensation as reflected in the Summary Compensation Table, to calculate CAP. There were no assumptions made in the valuation of equity awards that differ materially from those disclosed as of the grant date of such equity awards.



2024 Proxy Statement |37

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Compensation at Havertys


PEO 2023  2022  2021  2020 
Total Compensation From SCT $2,887,694  $2,679,191  $3,161,832  $2,437,008 
DEDUCT: grant date fair value (GDFV) of equity awards granted during FY
 $1,330,012  $1,150,562  $1,092,213  $816,800 
ADD: FV as of FY-end of equity awards granted during the year that are outstanding and unvested as of FY-end
 $1,139,337  $1,219,920  $1,549,655  $1,673,482 
ADD: change as of end of FY in FV of awards granted in any prior year that are outstanding and unvested as of FY-end
 $466,558  $(69,860) $198,163  $197,468 
ADD: change as of the vesting date (from end of prior FY) in FV for any equity awards granted in any prior year that vested at the end of or during FY
 $375,969  $(32,676) $199,538  $(57,482)
DEDUCT: FV at the end of the prior FY for awards granted in any prior year that failed to meet applicable vesting conditions or were cancelled during FY
 $  $  $  $33,264 
DEDUCT: change in actuarial present value of the accumulated benefit under all defined benefit and actuarial pension plans reported in SCT(1)
 $60,223  $  $202,381  $17,567 
Compensation Actually Paid (CAP) as defined by SEC Rule $3,479,323  $2,646,013  $3,814,594  $3,382,845 

Other NEOs 2023  2022  2021  2020 
Total Compensation from SCT $1,134,652  $1,170,014  $1,215,126  $1,013,649 
DEDUCT: grant date fair value (GDFV) of equity awards granted during FY
 $368,122  $281,772  $350,958  $254,229 
ADD: FV as of FY-end of equity awards granted during the year that are outstanding and unvested as of FY-end
 $328,056  $260,274  $453,223  $498,822 
ADD: change as of end of FY in FV of awards granted in any prior year that are outstanding and unvested as of FY-end
 $122,711  $(16,027) $63,599  $89,305 
ADD: change as of the vesting date (from end of prior FY) in FV for any equity awards granted in any prior year that vested at the end of or during FY
 $92,237  $(19,253) $109,500  $(37,018)
DEDUCT: FV at the end of the prior FY for awards granted in any prior year that failed to meet applicable vesting conditions or were cancelled during FY
 $  $154,171  $  $ 
DEDUCT: change in actuarial present value of the accumulated benefit under all defined benefit and actuarial pension plans reported in SCT(1)
 $17,459  $  $  $42,232 
Compensation Actually Paid (CAP) as defined by SEC Rule $1,292,075  $959,065  $1,490,490  $1,268,297 

(1)As discussed on page 23, the SERP Plan was frozen in 2006 and accordingly there are no changes related to service costs and prior service costs.



2024 Proxy Statement |38

graphic
Compensation at Havertys

Financial Performance Measures
Our executive compensation program and compensation decisions reflect the guiding principles of aligning long-term performance and shareholder interests. The metrics used within our incentive plans are selected to support these objectives. The most important financial performance measures used by the company to link executive compensation actually paid to the company’s NEOs for the most recently completed fiscal year to the company’s performance are as follows:

Pre-Tax Income
Adjusted EBITDA
Net Sales
Total Shareholder Return

Analysis of the Information Presented in the Pay-versus-Performance Table

While the company utilizes several performance measures to align executive compensation with company performance, not all of those company measures are presented in the Pay-versus-Performance Table set forth above. Moreover, the company generally seeks to incentivize positive long-term performance and, therefore, does not specifically align the company’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v), the company is providing the following descriptions of the relationships between information presented in the Pay‑versus-Performance table.

TSR: TSR has the most direct and significant impact on CEO and NEO compensation actually paid. This is primarily driven by our compensation program design, which is structured with a significant portion of compensation delivered in equity awards (RSUs and PRSUs). The graphs below show the relationship between (1) compensation actually paid to our CEO and the average of the compensation actually paid to our other NEOs and our cumulative TSR and (2) our cumulative TSR and peer group TSR, over the four fiscal years ending December 31, 2023.

CAP versus TSR

graphic 






2024 Proxy Statement |39

graphic
Compensation at Havertys



TSR: Company versus Peer Group

graphic 


Pre-Tax Income: Pre-Tax Income impacts CEO and NEO compensation actually paid because it is the primary metric in our MIP-I Plan. The graphs below show the relationship between compensation actually paid to our CEO and the average of the compensation actually paid to our other NEOs and our pre-tax income over the four fiscal years ending December 31, 2023.


CAP versus Pre-Tax Income


graphic 




2024 Proxy Statement |40

graphic
Compensation at Havertys


Net Income: SEC rules require that net income be presented as a performance measure in the Pay-versus-Performance Table above. The graph below shows the relationship between compensation actually paid to our CEO and the average of the compensation actually paid to our other NEOs and net income attributable to Havertys over the four fiscal years ending December 31, 2023 as reported in the company’s consolidated financial statements.

CAP versus Net Income

graphic 









2024 Proxy Statement |41

graphic
Proposal 2:  Advisory Vote on Executive Compensation


What am I voting on?
graphic
Advisory vote to approve named executive officers’ compensation (“say-on-pay-vote”).
Voting recommendation:
graphic
Our board of directors recommends a vote “For” approval, on a non-binding, advisory basis, of the compensation paid to our named executive officers.


In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Section 14A of the Exchange Act, the Company provides its stockholders with the opportunity each year to vote to approve, on an advisory basis, the compensation of our named executive officers. The Company recommends that you vote for the approval of the compensation of our NEOs as described in this Proxy Statement. Accordingly, you may vote on the following resolution at the meeting:

RESOLVED, that the stockholders approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Compensation Discussion and Analysis, the accompanying compensation tables, and the related narrative disclosure in the Company’s Proxy Statement for the 2024 Annual Meeting of Stockholders.

As described in the Compensation Discussion and Analysis beginning on page 15, the Company’s compensation philosophy is to align executive pay with company performance. We believe that this alignment motivates our executives to achieve our key financial and strategic goals, creating long-term stockholder value.

Because the vote on this proposal is advisory in nature, it will not affect any compensation already paid or awarded to any NEO and will not be binding on or overrule any decisions by the NCG Committee or the board. Because we value our stockholders’ views, however, the NCG Committee and the board will consider the results of this advisory vote when formulating future executive compensation policy. As noted on page 24 in the Compensation Discussion and Analysis, the NCG Committee considered the result of last year’s vote, in which approximately 99% of the shares voted were in support of the compensation of the Company’s NEOs. Your advisory vote serves as an additional tool to guide the NCG Committee and the Board in continuing to align the Company’s executive compensation program with the interests of the Company and its stockholders and is consistent with our commitment to high standards of corporate governance.

This proposal, commonly known as a “say-on-pay” proposal, gives you, as a stockholder, the opportunity to express your views on our executive compensation policies for our NEOs. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the framework, policies, and procedures described in this Proxy Statement.

2024 Proxy Statement |42

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Equity Compensation Plan Information


Information as of December 31, 20172023 regarding our equity compensation plans is summarized as follows.follows:


Plan Category 
Number of Securities to be issued upon exercise of outstanding equity awards
(a)
 
Weighted-average exercise price of outstanding options and stock-settled stock appreciation rights (SSARs)
(b)
 
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in Column (a))
(c)
Equity compensation plans approved by stockholders:      
Long-Term Incentive Plans (1)
 
578,508(2)
  
1,003,267(3)
Non-Employee Director Compensation Plan 
171,962(4)
  
434,415(5)
Equity compensation plans not approved by stockholders   
Total 750,470  1,437,682
Plan Category 
Number of Securities
To be issued upon
exercise of outstanding
equity awards
(a)
  
Weighted-average
exercise price of
outstanding options and stock-settled stock appreciation rights (SSARs)
(b)
  
Number of securities remaining available for future issuance under
equity compensation plans (excluding securities reflected in Column (a))
(c)
 
Equity compensation plans approved by stockholders:         
Long-Term Incentive Plans(1)
  491,264
(2) 
 $18.14   838,209
(3) 
Director Compensation Plan  197,804
(4) 
     235,221
(5) 
Equity compensation plans not approved by stockholders         
Total  689,068  $18.14   1,073,430 

(1)Shares issuable pursuant to outstanding equity awards under our 2014 Long-Term Incentive Plan.LTIP and 2021 LTIP.
(2)This number includes 434,264is comprised entirely of full value restricted stock orunits including shares issued pursuant to outstanding performance-based restricted units and 57,000 SSARs.stock units. Upon vesting shares of common stock are issued for each restricted unit on a 1-for-1 basis.
(3)Any shares from the 2014 LTIP which are forfeited, expired, or cancelled are not made available for use under the 2021 LTIP. Any shares from the 2021 LTIP which are forfeited, expired, or withheld for payment of taxescancelled are made available for use under the 2014 Long-Term Incentive Plan.2021 LTIP.
(4)Shares deferred under the Directors'Directors’ Deferred Compensation Plan. Shares are issued from those held in the Company'scompany’s treasury.
(5)Shares remaining under the DirectorsNon-Employee Director Compensation Plan. Shares are issued from those held in the Company'scompany’s treasury.


Effective with the authorization of the 2014 LTIP Plan that was approved by stockholders in May 2014, no additional grants were issued under the 2004 LTIP Plan.  The 2014 LTIP Plan is an omnibus incentive plan which provides cash and equity incentives to eligible employees. The Compensation Committee in consultation with our management designates which employees are eligible to participate, the amount of grant and the terms and conditions (not otherwise specified in the plan) of such grant. If a change in control of Havertys occurs then, at the Compensation Committee's discretion, any award may provide for the immediate vesting or lapse of all restrictions.

342024 Proxy Statement |43


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AUDIT MATTERS


Fees Paid to the Independent Registered Public Accounting Firm.  The following table presents fees for professional services rendered by Grant Thornton for the audit of our annual consolidated financial statements for the years ended December 31, 2017 and 2016 and fees billed by the firm during 2017 and 2016.  No fees were paid to Grant Thornton prior to March 31, 2016.


  December 31, 
  2017  2016 
Audit Fees $529,643  $525,505 
Audit-related      
Tax      
All other  7,022   4,492 
Total $536,665  $529,997 


Audit Fees. These represent professional services fees for the audit of our annual financial statements, audit of our internal controls over financial reporting, review of the quarterly financial statements included in Forms 10-Q, accounting consultations and out-of-pocket expenses.

All Other Fees. These are subscription fees to on-line information, accounting and research tools.

As noted in the information about our meeting, we have historically received proxies representing approximately 90% of eligible shares and had no stockholders in attendance at our annual meeting.  Accordingly, this is a very brief meeting conducted by our corporate secretary. Our directors, other members of senior management, and representatives of Grant Thornton will not be present at the annual meeting.


Pre-Approval Policies and Procedures. The Audit Committee has adopted a policy that requires advance approval of all audit, audit-related, tax services, and other services performed by the independent auditor. The policy provides for pre-approval by the Audit Committee of specifically defined audit and non-audit services. Unless the specific service has been previously pre-approved with respect to that year, the Audit Committee must approve the permitted service before the independent auditor is engaged to perform it. All of the fees detailed above were pre-approved. The Audit Committee has delegated to its chairman the authority to approve permitted services provided. The chairman reports any decisions at the next scheduled Audit Committee meeting.Report
35




AUDIT COMMITTEE REPORT
 
We are responsible for providing independent, objective oversight of Havertys' accounting functions and internal controls and operate pursuant to a written charter approved by Havertys' board. We are comprised entirely of five independent directors who meet independence, experience and other qualification requirements of the NYSE listing standards, Section 10A(m)(3) of the Securities Exchange Act of 1934 and the rules and regulations of the SEC. Havertys' board has determined that each member of theThe Audit Committee is a "financial expert," as defined by SEC rules.
Management is responsible for Havertys'oversees Havertys’ financial reporting process including Havertys' systemon behalf of the board. Havertys’ management has the primary responsibility for the financial statements, for maintaining effective internal control over financial reporting, and for assessing the effectiveness of internal control and for the preparation of consolidatedover financial statements in accordance with accounting principles generally accepted in the United States. Havertys'reporting. Havertys’ independent registered public accounting firm, or "independent“independent accountants," is responsible for auditing its consolidated financial statements and providing an opinion as to their conformity with accounting principles generally accepted in the United States as well as attesting and reporting on the effectiveness of its internal controls over financial reporting. Our
The Audit Committee’s responsibility is to monitor and review these processes. It is not ourthe Audit Committee’s duty or responsibility to conduct auditing or accounting reviews or procedures. Consequently, in carrying out ourits oversight responsibilities, weit shall not be charged with, and areis not providing, any expert or special assurance as to Havertys'Havertys’ financial statements, or any professional certification as to the independent accountants'accountants’ work. In addition, we havethe Audit Committee has relied on management'smanagement’s representation that the financial statements have been prepared with integrity and objectively in conformity with accounting principles generally accepted in the United States and on the representations of an independent accountantsregistered public accounting firm included in theirits report on Havertys'Havertys’ financial statements.
 
The Audit Committee is comprised entirely of four independent directors as defined by the NYSE listing standards and Rule 10A-3 of the Securities Exchange Act of 1934. The Audit Committee is governed by a charter that enumerates its purpose and responsibilities, a copy of which is available on Havertys’ website at https://ir.havertys.com/corporate-governance-information/corporate-governance-documents.
We schedule our
The Audit Committee met four times during 2023 and schedules its meetings to ensure we have sufficientenough time is available to devote attention to all of our tasks and during 2017 met four times.  During 2017 and subsequent toits tasks. In carrying out its responsibilities, the end of the year, we:Audit Committee among other things:
·met
meets with management and the independent accountants,registered public accounting firm, Grant Thornton LLP ("(“Grant Thornton"Thornton”) to review and discuss Havertys' criticalHavertys’ accounting policies and significant estimates;
·metdiscusses with managementHavertys’ internal auditors and Grant Thornton to reviewthe overall scope and approve the 2017 audit plan;plans for their respective estimates;
·met regularlymeets with both the internal auditors and Grant Thornton, with and without management present, to discuss the vice president internal audit outside the presenceresults of management;their examinations;
·reviewedreviews and discussed thediscusses quarterly and annual financial reports prior to filing with the SEC;
·reviewedSEC and discussed the quarterly earnings press releases and other financial press releases;
·met withsupervises the vice president internal audit to review, among other things, the audit plan, test work, findings and recommendations, and staffing;
·met with managementrelationship between Havertys and Grant Thornton, to reviewincluding having direct responsibility for Grant Thornton’s appointment, compensation, retention, and oversight; reviewing the audited financial statements for the year ended December 31, 2017,scope of their audit services; approving audit and internal controls over financial reporting as of December 31, 2017;non-audit services; and confirming Grant Thornton’s independence;
·reviewedreviews with senior management significant risks and the processes by which risk is identified, assessed,, and mitigated; and
·selectedselects for the stockholders'stockholders’ ratification, Grant Thornton as the independent registered public accounting firm for 2018;
·reviewed and reassessed the adequacy of the Audit Committee charter and recommended no changes; and
·completed all other responsibilities under the Audit Committee charter which is available on the Company's website, havertys.com.2024.
 
(continued) 

362024 Proxy Statement |44

graphic
Audit Committee Report


AUDIT COMMITTEE REPORT (continued)
 
We haveThe Audit Committee further discussed with representatives of Grant Thornton the matters required to be discussed with audit committees by the applicable requirements of the Public Company Accounting Oversight Board Auditing Standard No. 16, Communications with Audit Committees,Board’s standards and SEC Rule 2-07 of Regulation S-X, which includes a review of critical accounting practices. In addition, we havethe SEC. The Committee also received the written disclosures and the letter from the independent accountantsGrant Thornton required by PCAOB Ethics and Independence Rule 3526, Communicationthe applicable requirements of the Public Company Accounting Oversight Board regarding Grant Thornton’s communications with Audit Committees Concerning Independence,the Committee concerning independence and discussed with representatives of Grant Thornton the independent accountants their firm's independence.independence of that firm.
 
Based upon our discussionThe Audit Committee also reviewed and discussed together with management and Grant Thornton, Havertys’ audited financial statements for the year ended December 31, 2023, and our reviewthe results of management’s assessments of the representationseffectiveness of managementthe company’s internal control over financial reporting and Grant Thornton, weThornton’s audit of internal control over financial reporting.
Based on these reviews and discussions, the Audit Committee recommended to the board that the audited consolidated financial statements be included in Havertys' annual reportHavertys’ Annual Report on Form 10-K for the year ended December 31, 2017.2023.
The Audit Committee

graphic
graphic
graphic
graphic
 
Al Trujillo
Chair
L. Allison Dukes
John T. GloverMichael R. Cote
G. Thomas Hough
Vicki R. Palmer
Fred L. Schuermann
This report shall not be deemed to be "soliciting material" or to be "filed" with the SEC nor shall this report be incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, and shall not otherwise be deemed filed under such acts.
 



372024 Proxy Statement |45


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Audit Matters


Proposal 2:  Ratification of the Appointment of ourApproval Policies and Procedures

Grant Thornton LLP acts as Havertys’ independent auditor. The Audit Committee has adopted a policy that requires advance approval of all audit, audit-related, tax, and other services performed by the independent auditor.
The policy provides for pre-approval by the Audit Committee of specifically-defined audit and non-audit services. Unless the specific service has been previously pre-approved with respect to that year, the Audit Committee must approve the permitted service before the independent auditor is engaged to perform it. The Audit Committee has delegated to its chairman the authority to approve permitted services. The chairman reports any decisions at the next scheduled Audit Committee meeting. Additionally, engagements exceeding $200,000 must receive advance approval by the Audit Committee. All of the fees detailed below were pre-approved by the Audit Committee.

Principal Accounting Fees Paid to Independent AuditorAuditors

Item 2023  2022 
Audit Fees (a) $746,000  $732,000 
Audit-Related Fees (b)      
Tax Fees (c)  27,752   24,000 
All Other Fees      
Total Fees $773,752  $756,000 


(a) Audit Fees. Included in this category are fees for the annual audits of the financial statements and internal controls, quarterly financial statement reviews, and consents.

(b) Audit-Related Fees. No fees were incurred in 2023 and 2022 for audit-related fees.
(c) Tax Fees. These fees include charges for tax research projects.

As noted on page 51 in the information about our annual meeting, we have historically received proxies representing approximately 90% of eligible shares and had no stockholders in attendance at our annual meeting. Accordingly, this is a very brief meeting conducted by our corporate secretary or other company representative. Our directors, other members of senior management, and representatives of Grant Thornton will not be present at the annual meeting. As such, representatives from Grant Thornton will not have the opportunity to make a statement if they desire to do so and will not be available to respond to appropriate questions.
2024 Proxy Statement |46

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Proposal 3: Ratification of the Appointment of Havertys
   Independent Registered Public Accounting Firm for 2024


What am I voting on?
graphic
Ratification of the Appointmentappointment of our Independent Auditor.independent registered public accounting firm for 2024.
Voting recommendation:
graphic
Our board of directors recommends a vote "For"“For” the appointment of Grant Thornton LLP as our Independent Auditorindependent registered public accounting firm for 2018.2024.



The Audit Committee has selected Grant Thornton as our independent auditorregistered public accounting firm for the fiscal year ending December 31, 20182024, and we are asking our stockholders to ratify this appointment. Although ratification is not required by our bylaws or otherwise, the board is submitting the appointment of Grant Thornton an independent registered public accounting firm, to our stockholders for ratification because we value our stockholders'stockholders’ views on our independent auditors and as a matter of good corporate practice.

In the event that our stockholders fail to ratify the appointment, the Audit Committee will consider it as a direction to evaluate the appointment of a different firm. Even if the appointment is ratified, the Audit Committee, in its discretion, may select a different independent auditorregistered public accounting firm at any time during the fiscal year if it determines that such a change would be in the best interests of our company and our stockholders.









382024 Proxy Statement |47


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Ownership of Havertys Securities


Ownership by Our Principal Stockholders

Set forth in the table below is information about the number of shares held by persons we know to be beneficial owners of more than 5% of the issued and outstanding shares of our common stock or Class A common stock as of March 8, 2024. An asterisk indicates less than 1% of outstanding shares of that respective class.

  
Common Stock
    
Class A Common Stock
 
 
Name and address of Beneficial Holder Amount and Nature of Beneficial Ownership  
Percent of Class(1)
  Amount and Nature of Beneficial Ownership  
Percent of Class(1)
 
Blackrock, Inc.
50 Hudson Yards, New York, NY
  2,376,855
(3) 
  15.9%      
The Burton Partnership
614 W. Bay Street, Tampa, FL
  1,228,255
(4) 
  8.2%      
Dimensional Fund Advisors LP
6300 Bee Cave Road, Building One, Austin, TX
  1,251,604
(5) 
  8.4%      
The Vanguard Group
100 Vanguard Blvd., Malvern, PA
  1,088,133
(6) 
  7.3%      
Renaissance Technologies LLC
800 Third Avenue, New York, NY
  838,106
(7) 
  5.6%      
LSV Asset Management
155 N. Wacker Drive, Suite 4600, Chicago, IL
  762,070
(8) 
  5.1%      
Villa Clare Partners, L.P.
158 West Wesley Road, Atlanta, GA
        603,497
(9) 
  47.3%
Rawson Haverty, Jr.
PO Box 71175, Marietta, GA 30007-1175
  15,000
(11) 
  *   186,959
(10)(11) 
  14.7%
Clarence H. Smith
780 Johnson Ferry Road, NE, Atlanta, GA
  107,723
(12)(13) 
  *   113,986
(14) 
  8.9%

INFORMATION ABOUT OUR ANNUAL MEETING
(1)
Based on 14,960,482 shares of our common stock outstanding on March 8, 2024.

(2)Based on 1,275,395 shares of Class A common stock outstanding on March 8, 2024.
(3)According to a Schedule 13G filed on January 22, 2024, BlackRock, Inc. holds sole voting power over 2,346,544 shares and sole dispositive power over 2,376,855 shares of common stock.
(4)According to a Schedule 13G filed on June 1, 2016, The Burton Partnership, LP, The Burton Partnership (QP), LP and Donald W. Burton, General Partner, hold sole voting and dispositive power over 1,228,255 shares of common stock.
(5)According to a Schedule 13G/A filed on February 9, 2024, Dimensional Fund Advisors LP (“Dimensional”) holds sole voting power over 1,233,482 shares and sole dispositive power over 1,251,604 shares of common stock. Dimensional is an investment advisor registered under Section 203 of the Investment Advisors Act of 1940 and furnishes investment advice to our investment companies registered under the Investment Company Act of 1940 and serves as investment manager or sub-advisor to certain other commingled funds, group trusts and separate accounts (the “Funds”). The shares reported above are owned by the Funds. Dimensional possesses investment and/or voting power over the shares held by the Funds. Dimensional disclaims beneficial ownership of these securities.
(6)According to Schedule 13G/A filed on February 13, 2024, The Vanguard Group holds shared voting power over 9,848 shares, sole dispositive power over 1,066,841 shares of common stock and shared dispositive power over 21,292 shares.
(7)According to Schedule 13G/A filed on February 13, 2024, Renaissance Technologies LLC holds sole voting and dispositive power over 838,106 shares of common stock.
(8)According to a Schedule 13G filed on February 9, 2024, LSV Asset Management holds sole voting power over 439,770 shares and sole dispositive power over 762,070 shares of common stock.
(9)According to a Schedule 13D/A filed on January 3, 2018, Vill Clare Partners, L.P. holds shared voting and dispositive power over 603,497 shares of Class A common stock. Clarence H. Smith is the manager of the Partnership’s general partner, West Wesley Associates, LLC. Mr. Smith disclaims beneficial ownership of these shares except to the extent of his partnership interest.
(10)Mr. Haverty has direct ownership of 84,074 shares of Class A Common stock and sole dispositive and voting power over 65,140 shares of Class A common stock held by a limited liability company for which Mr. Haverty is the manager. The beneficial ownership disclosed also includes 8,728 shares of Class A common stock held in a trust for the benefit of Mr. Havertys child, for which he is co-trustee, as to which he disclaims beneficial ownership.

2024 Proxy Statement |48

graphic
Ownership of Havertys Securities


(1)The Mary E. Haverty Foundation is a charitable organization, for which Mr. Haverty has sole voting power through a revocable proxy granted to him by the Foundation. Mr. Haverty has no pecuniary interest in the shares of the Foundation and disclaims any beneficial ownership in the Foundation’s shares. The amounts shown reflect 15,000 shares of common stock and 29,017 shares of Class A common stock, respectively.
(2)Mr. Smith has direct ownership of 64,177 shares of common stock. The beneficial ownership disclosed includes 29,689 shares of common stock held by Mr. Smith’s wife, as to which he disclaims beneficial ownership. Mr. Smith also has 6,007 shares beneficially owned under the Havertys’ directors’ Deferred Plan.
(3)This amount includes 7,850 shares of common stock held by a Georgia Limited Partnership in which Mr. Smith is a partner. Mr. Smith disclaims beneficial ownership of these shares except to the extent of his pecuniary interest in the partnership.
(4)Mr. Smith has direct ownership of 112,036 shares of Class A common stock. The beneficial ownership disclosed includes 1,950 shares of Class A Common stock held by Mr. Smith’s wife, as to which he disclaims beneficial ownership.







2024 Proxy Statement |49

graphic
Ownership of Havertys Securities



Ownership by Our Directors and Management

 The following table sets forth the amount of Havertys’ common stock and Class A common stock beneficially owned by each director, each named executive officer included in the Summary Compensation Table, and all current directors and executive officers as a group as of March 8, 2024. Unless otherwise indicated, beneficial ownership is direct, and the person shown has sole voting and investment power. An asterisk indicates less than 1% of outstanding shares of that respective class.
  Common Stock  Class A Common Stock 
  
Amount and Nature of Beneficial Ownership(1)
  
Percent of Class(2)
  Amount and Nature of Beneficial Ownership  
Percent of Class(3)
 
Steven G. Burdette  16,663   *   28,530   2.2%
J. Edward Clary  46,238   *       
Michael R. Cote  6,862   *       
L. Allison Dukes  26,844   *       
John L. Gill  22,303   *   7,500   * 
Richard B. Hare  25,009   *       
Rawson Haverty, Jr.  15,000 (4)  *   186,959 (4)(5)  14.7%
G. Thomas Hough  30,026   *       
Mylle H. Mangum  67,816            
Vicki R. Palmer  33,237   *       
Derek G. Schiller  10,179   *       
Clarence H. Smith  107,723 (6)(7)  *   717,483 (8)(9)  56.3%
Al Trujillo  65,405   *       
Directors and Executive Officers
as a group (16 persons)
  592,417   4.0%  940,472   73.7%

(1)This column also includes shares of common stock beneficially owned under our directors’ Deferred Plan for the following individuals: Mr. Cote: 5,474; Mrs. Dukes – 26,844; Mr. Hough – 14,880; Ms. Mangum – 64,297; Mr. Schiller – 3,519; Mr. Smith – 6,007; and Mr. Trujillo – 3,519.
(2)Based on 14,960,482 shares of our common stock outstanding on March 8, 2024.
(3)Based on 1,275,395 shares of our Class A common stock outstanding on March 8, 2024.
(4)The Mary E. Haverty Foundation is a charitable organization, for which Mr. Haverty has sole voting power through a revocable proxy granted to him by the Foundation. Mr. Haverty has no pecuniary interest in the shares of the Foundation and disclaims any beneficial ownership in the Foundation’s shares. The amounts shown reflect 15,000 shares of common stock and 29,017 shares of Class A common stock, respectively.
(5)Mr. Haverty has direct ownership of 84,074 shares of Class A common stock. The beneficial ownership disclosed also includes 65,140 shares of Class A common stock held by a limited liability company for which Mr. Haverty is the manager and 8,728 shares of Class A common stock held in trust for the benefit of Mr. Haverty’s child, for which he is co-trustee, as to which he disclaims beneficial ownership.
(6)Mr. Smith has direct ownership of 64,177 shares of common stock. The beneficial ownership disclosed includes 29,689 shares of common stock held by Mr. Smith’s wife, as to which he disclaims beneficial ownership.
(7)This amount includes 6,007 shares of common stock held by a Georgia limited partnership in which Mr. Smith is a partner. Mr. Smith disclaims beneficial ownership of these shares except to the extent of his pecuniary interest in the partnership.
(8)Mr. Smith has direct ownership of 112,036 shares of Class A common stock. The beneficial ownership disclosed includes 1,950 shares of Class A common stock held by Mr. Smith’s wife, as to which he disclaims beneficial ownership.
(9)The amount also includes shares held by a partnership. According to a Schedule 13D filed on January 3, 2018, Villa Clare Partners, L.P. holds shared voting and dispositive power over 603,497 shares of Class A common stock. Mr. Smith is the manager of the Partnership’s general partner, West Wesley Associates, LLC. Mr. Smith disclaims beneficial ownership of these shares except to the extent of his partnership interest.









2024 Proxy Statement |50

graphic
Information about Havertys Annual Meeting

Our board of directors is furnishing you with this proxy statement to solicit proxies on its behalf in connection with the 20182024 annual meeting of stockholders of Haverty Furniture Companies, Inc. The company will pay all solicitation costs. The meeting will be held on May 7, 20186, 2024 at the Marriott SpringHill, 120 East RedwoodCourtyard Baltimore Downtown/Inner Harbor, 1000 Aliceanna Street, Baltimore, Maryland, beginning promptly at 10:00 a.m. Eastern Time.Time (ET).



While all our stockholders are entitled to attend the annual meeting, we have historically received proxies representing approximately 90% of eligible shares. Accordingly, this is a very brief meeting conducted by our corporate secretary or other company representative, and not attended by our directors or other members of senior management. Accordingly, we strongly encourage you to review the proxy materials and follow the instructions to cast your vote using the internet, telephone, or mail, in advance of the meeting.

Who may vote?
You may vote if you were a holder of record of Haverty Furniture Companies, Inc. as of the close of business on March 9, 2018.8, 2024.



Why did I receive a Notice in the mail regarding the Internetinternet availability of proxy materials instead of a full set of proxy materials?
We are providing access to our proxy materials overvia the Internet.internet. As a result, we have sent to most of our stockholders a Notice instead of a paper copy of the proxy materials. The Notice contains instructions on how to access the proxy materials over the Internetonline and how to request a paper copy. In addition, stockholders may request to receive future proxy materials in printed form by mail or electronically by email. A stockholder'sstockholder’s election to receive proxy materials by mail or email will remain in effect until the stockholder terminates it.such election.



What if I want to receive a paper copy of the annual report and proxy statement? If you wish to receive a paper copy of the 2023 annual report and 2024 proxy statement, or future annual reports and proxy statements, please call 1‑800‑241-4599, send an email to investor.relations@haveryts.com or write to: Corporate Secretary, Havertys, 780 Johnson Ferry Road, Suite 800, Atlanta, GA 30342. We will deliver the requested documents to you promptly upon your request.

Why should I vote?
Your vote is very important regardless of the amount of stock you hold. The board strongly encourages you to exercise your right to vote as a stockholder of the Company.company.



If I vote using the Internet,internet, telephone or mail, may I still attend the annual meeting?
Yes. The board recommends that you vote using one of the methods previously outlined since it is not practical for most stockholders to attend and vote at the annual meeting. However, if your shares are held in street name you must obtain a proxy, executed in your favor, from your bank, broker or other holder of record to be able to vote at the annual meeting.


We have historically received proxies representing approximately 90% of eligible shares and had no stockholders in attendance at our annual meetings. Accordingly, this is a very brief meeting conducted by our corporate secretary and not attended by our directors or other members of senior management.


Can I change my mind after I vote?
You may change your vote by revoking your proxy at any time before the polls close at the meeting. You may do this by: (1) signing another proxy with a later date and returning it to us prior to the meeting, or (2) voting again by telephone or over the Internetinternet prior to 11:59 p.m. (ET)ET on May 6, 2018,5, 2024, or (3) voting again at the meeting.



How do I vote shares that are held by my broker?
If you have shares held by a broker or other nominee, you may instruct your broker or other nominee to vote your shares by following instructions that the broker or nominee provides to you. Most brokers offer voting myby mail, by telephone and via the Internet.internet.
39


INFORMATION ABOUT OUR ANNUAL MEETING

How will a quorum be determined?
A majority of the outstanding shares of the combined classes of common stock present or represented by proxy constitutes a quorum for the annual meeting. As of the record date, March 8, 2024, we had 19,396,08114,954,842 shares of common stock and 1,767,2961,281,395 shares of Class A common stock.stock outstanding.



2024 Proxy Statement |51

graphic
Information about Havertys Annual Meeting


What am I voting on, what is the vote required for each proposal to pass, and what is the effect of abstentions and uninstructed sharesbroker non-votes on theeach proposal?

Proposals
Board Voting Recommendation
Votes Required
For for Approval
Abstentions
Broker
AbstentionsNon-Votes
Uninstructed shares
Election of Directors –Directors:
Class A Common Stockholders
Common Stockholders
 
FOR
FOR
Plurality of affirmative votes cast in person or by proxy (i.e. the most affirmative votesvotes)
 
No effect
 
No effect
Advisory Vote on Executive Compensation
FORCombined majority of votes cast in person or by proxyNo effectNo effect
Ratification of the appointment of Grant Thornton LLP as our independent auditorregistered public accounting firm for 2024
FORCombined majority of votes cast in person or by proxyCounts as a vote againstNo effect
No effect
Discretionary voting by broker permitted

The owners of Class A common stock and common stock vote as separate classes in the election of directors. Holders of Class A common stock will elect six directors, and holders of common stock will elect twothree directors. OnThe election of directors requires a plurality (i.e. the most) of affirmative votes cast for approval. An “abstention” will have no effect on the vote’s outcome, because an abstention does not count as a vote under Maryland law, and under our bylaws, the candidates who receive the highest number of “for” votes are elected.

For all other matters, excluding the election of directors, the owners of common stock are entitled to one vote for each share held, and the owners of Class A common stock are entitled to ten votes per share held.
The electionheld and the votes of directors requires a plurality or the most affirmative votes for approval. A "withhold vote" or "abstention" will have no effect on the vote's outcome, because the candidates who receive the highest number of "for" votesboth classes are elected. The remaining proposal requiresthen combined. These proposals require a combined majority of votes cast in person or by proxy for approval.
approval, and an “abstention” will not have the effect  of a vote “against” the proposals because an abstention does not count as a vote cast under Maryland law. Abstentions are counted for purposes of quorum and have the effect of a vote "against" any matter as to which they are specified.quorum.

Proxies submitted by brokers that do not indicate a vote for some or all of the proposals because they do not have discretionary voting authority and have not received instructions as to how to vote on thosethese proposals (so-called "broker non-votes"“broker non-votes”) are not considered "shares present"“shares present” and will not affect the outcome of the vote.



Who tabulates the votes?
Broadridge Financial Solutions, Inc., an independent third party, will count the votes.


Where can I find the voting results of the annual meeting?
We will announce voting results at the annual meeting, and we will publish the final results in a Form 8-K to be filed with the SEC on or before May 11, 2018.10, 2024. You may access or obtain a copy of this and other reports free of charge on our website at havertys.com, or by contacting our corporate secretary.

40Who tabulates the votes? Broadridge Financial Solutions, Inc., an independent third party, will count the votes.

2024 Proxy Statement |52

graphic
Information about Havertys Annual Meeting

INFORMATION ABOUT OUR ANNUAL MEETINGStockholders Sharing the Same Address


What if IThe SEC has adopted rules that allow a company to deliver a single proxy statement or annual report to an address shared by two or more of its stockholders. This method of delivery, known as “householding,” permits us to realize significant cost savings, reduces the amount of duplicate information stockholders receive, and reduces the environmental impact of printing and mailing documents to stockholders. Under this process, certain stockholders will receive only one copy of our proxy materials and any additional proxy materials that are delivered until such time as one or more of these stockholders notifies us that they want to receive a paper copy of the annual report and proxy statement?
If youseparate copies. Any stockholders who object to, or wish to receive a paper copy ofbegin householding, may contact the 2017 annual report and 2018 proxy statement, or future annual reports and proxy statements, please callCorporate Secretary at 1-800-241-4599 or write to: Corporate Secretary, Havertys, 780 Johnson Ferry Road, Suite 800, Atlanta, GA 30342. We will deliver the requested documents to you promptly upon your request.

If I share my residence with another stockholder, how many copies of the Notice regarding Internet availability of proxy materials or of the printed proxy materials will I receive?
In accordance with SEC rules, we are sending only a single Notice of Internet Availability of Proxy Materials or set of the printed proxy materials to any household at which two or more stockholders reside if they share the same last name or we reasonably believe they are members of the same family, unless we have received instructions to the contrary from any stockholder at that address.  This practice, known as "householding," reduces the volume of duplicate information received at your home, helps reduce our costs for printing and mailing materials, and helps reduce waste.
Each stockholder subject to householding that requests printed proxy materials will receive a separate proxy card or voting instruction card.  We will deliver promptly, upon written requests, a separatesend an individual copy of the annual report or proxy statement as applicable, to a stockholder at a shared address to which a single copy of the document was previously delivered.  If you received a single set of these documents for the year, but you would prefer to receive your own copy, you may direct requests for separate copies to:  Corporate Secretary, Haverty Furniture Companies, Inc., 780 Johnson Ferry Road, Suite 800, Atlanta, GA  30342.  If you are aany stockholder who receives multiple copiesrevokes their consent to householding within 30 days of our proxy materials, you may request householding by contacting us in the same manner and requesting a householding consent form.receipt of such revocation.


Stockholder Proposals for 20192025 Meeting


If you wish to submit a proposal for possible inclusion in our proxy statement relating to our 2019 Annual Stockholders' Meeting, send the proposalAll stockholder proposals and nominations discussed below must be mailed to: Haverty Furniture Companies, Inc., Corporate Secretary, 780 Johnson Ferry Road, Suite 800, Atlanta, GA 30342. Stockholder proposals and director nominations that are not intended to be included in our proxy materials will not be considered at any annual meeting of stockholders unless such proposals have complied with the requirements of our bylaws, including the advance notice requirements in section 10 of our bylaws which were recently amended. Our bylaws can be found on our corporate website at https://ir.havertys.com/corporate-governance-information/corporate-governance-documents.


Proposals to be included in next year’s Proxy Statement. Stockholder proposals intended for inclusion in our proxy statement for the 20192025 Annual Stockholders'Stockholders’ Meeting in accordance with the SEC'sSEC’s Rule 14a-8 under the Exchange Act must be received by our company no later than the close of business on November 28, 2018.27, 2024. Any stockholder proposal received by the company after that date will not be included in the company'scompany’s proxy statement relating to the 20192025 Annual Stockholders'Stockholders’ Meeting. Further, all proposals submitted for inclusion in the company'scompany’s proxy statement relating to the 20192025 Annual Stockholders'Stockholders’ Meeting must comply with all of the requirements of SEC Rule 14a-8.


StockholdersProposals not to be included in next year’s Proxy Statement.  Stockholder nominations or stockholders who wish to bring business before Havertys' 2019Havertys’ 2025 Annual Stockholders'Stockholders’ Meeting other than through a stockholder proposal pursuant to SEC Rule 14a-8 must notifycomply with the Corporate Secretary of our companyrelevant provisions in writing and provide the information required by our bylaws. Under the bylaws, thewritten notice of such nomination or other business must be received by the Corporate Secretary at the address noted above not less than 60 days (January 26, 2025) nor more than 90 days (December 27, 2024) prior to the one-year anniversary of the date of the mailing of the notice for the 20192024 Annual Stockholders' Meeting, or between December 28, 2018 and January 27, 2019.Stockholders’ Meeting. However, if the date of the 20192025 Annual Stockholders'Stockholders’ Meeting is more than 30 days before or after such anniversary date, the notice must be received by the Corporate Secretary at the address noted above not earlier than the 120th120th day prior to the date of the 20192025 Annual Shareholders'Stockholders’ Meeting and not later than the later of the 90th90th day prior to the date of the 20192025 Annual Stockholders'Stockholders’ Meeting and the tenth day following the day on which a public announcement of the date of the 20192025 Annual Stockholders'Stockholders’ Meeting is first made. The
In addition to satisfying the deadlines under the advance notice provisions of our bylaws can be found ondescribed above, a stockholder who intends to solicit proxies pursuant to SEC Rule 14a-19 in support of nominees submitted under the advance notice provisions of our corporate website at https://www.havertys.com/furniture/bylaws.
bylaws must provide notice to the Secretary of the Company regarding such intent no later than March 17, 2025.
412024 Proxy Statement |53


graphic
Information about Havertys Annual Meeting


Available Information


All of our corporate governance policies, including our board committee charters, Code of Conduct, Governance Guidelines, Director Communication Policy and other governance documents are available on our website at https://ir.havertys.com.

A copy of our Annual Report on Form 10-K, as filed with the SEC, is available free of charge, upon written request to: Stockholder Relations, Havertys, 780 Johnson Ferry Road, Suite 800, Atlanta, Georgia 30342 or by calling 1-800-241-4599. Our Form 10-K is also available at our website at havertys.com.https://ir.havertys.com.



Other Business


As of the date of this proxy statement, we do not know of any business, other than that described in this proxy statement that may come before the meeting. The persons named on your Notice of Internet Availability of Proxy Materials, proxy card, or their substitutes will vote with respect to any such matters in accordance with their best judgment.


By Order of the board of directors

Jenny Hill Parker
Senior Vice President, Finance,
  Secretary and Treasurer
March 28, 2018
Atlanta, Georgia
42

*** Exercise Your Right to Vote ***
IMPORTANT NOTICE Regarding the Availability of Proxy Materials


 Meeting Information
Haverty Furniture Companies, Inc.
Meeting Type:  Annual
For holders as of:  March 9, 2018
Date:  May 7, 2018  Time: 10:00 a.m. ET
Location:            Marriott SpringHill
120 East Redwood Street
Baltimore, Maryland  21202
Haverty Furniture Companies, Inc.
780 Johnson Ferry Road
Suite 800
Atlanta, GA 30342
You are receiving this communication because you hold shares in the company named above.
This is not a ballot.  You cannot use this notice to vote these shares.  This communication presents only an overview of the more complete proxy materials that are available to you on the Internet.  You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).
We encourage you to access and review all of the important information contained in the proxy materials before voting.
See the reverse side of this notice to obtain proxy materials and voting instructions.


- Before You Vote -
How to Access the Proxy Materials

Proxy Materials Available to VIEW or RECEIVE:
NOTICE AND PROXY STATEMENTANNUAL REPORT
How to View Online:
Have the  information that is printed in the box marked by the arrow   à [xxxxxxxx] (located on the following page) and visit:  www.proxyvote.com.
How to Request and Receive a PAPER or EMAIL Copy:
If you want to receive a paper or email copy of these documents, you must request one.  There is NO charge for requesting a copy.  Please choose one of the following methods to make your request:
1)BY INTERNET:     www.proxyvote.com
2)BY TELEPHONE:  1-800-579-1639
3)BY MAIL*:    sendmaterial@proxyvote.com
*If requesting materials by email, please send a blank email with the information that is printed in the box marked by the arrow  à [xxxxxxxxx] (located on the following page) in the subject line.
Requests, instructions and other inquiries sent to this email address will NOT be forwarded to your investment advisor.  Please make the request as instructed above on or before April 23, 2018to facilitate timely delivery.


- How To Vote -
Please Choose One of the Following Voting Methods

Vote In Person: Many stockholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting.  Please check the meeting materials for any special requirements for meeting attendance.  At the meeting, you will need to request a ballot to vote these shares.
Vote By Internet: To vote now by Internet, go to www.proxyvote.com.  Have the information that is printed in the box marked by the arrow  à [xxxxxxxxx] available and follow the instructions.
Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.



Voting Items
The Board of Directors recommends a vote FOR its nominees.
Election of Directors
1. Election of Directors:  Holders of Class A Common Stock
Nominees:
01)  John T. Glover                       04) Vicki R. Palmer
02)  Rawson Havertys, Jr.          05) Clarence H. Smith
03)  Mylle H. Mangum               06) Al Trujillo
The Board of Directors recommends a vote FOR the following proposal.
5.  Ratification of the Appointment of Grant Thornton LLP as Independent Auditor for 2018.



Voting Items
The Board of Directors recommends a vote FOR its nominees.
Election of Directors
1. Election of Directors:  Holders of Common Stock
01)  L.  Allison Dukes          02) Fred L. Schuermann
The Board of Directors recommends a vote FOR the following proposal.
5.  Ratification of the Appointment of Grant Thornton LLP as Independent Auditor for 2018.



P
R
O
X
Y
HAVERTY FURNITURE COMPANIES, INC.
COMMON STOCK
Proxy Solicited on BehalfOrder of the Board of Directors for
Annual Meeting of Stockholders to be held May 7, 2018
By signing this proxy you appoint Jenny H. Parker and Janet E. Taylor, or either of them, proxies with full power of substitution to represent and vote all the shares you are entitled to vote as directed on the reverse side of this card on the specified proposal and, in their discretion, on any other business which may properly come before the Annual Meeting and all postponements and adjournments. The Annual Meeting will be held on May 7, 2018, at the Marriott SpringHill, 120 East Redwood Street, Baltimore, Maryland, at 10:00 A.M.
 
Please be sure to vote all classes of stock that you own.graphic
 
You are encouraged to specify your choices by marking the appropriate boxes (SEE REVERSE SIDE), but you need not mark any boxes if you wish to vote in accordance with the Board of Directors' recommendations. The named proxies cannot vote unless you sign
Jenny Hill Parker
Senior Vice President, Finance and return this card or follow the applicable Internet or telephone voting procedures.
Address Changes/ Comments:
(if you noted any Address Changes/comments above, please mark corresponding box on other side.)
SEE REVERSE SIDE
Corporate Secretary
March 27, 2024
Atlanta, Georgia

2024 Proxy Statement |54


graphic
Appendix A – GAAP to NON-GAAP Reconciliation

The company has used EBITDA, a non-GAAP financial measure as defined under SEC rules in this Proxy Statement.

As required by SEC Rules, we have provided a reconciliation of this measure to the most directly comparable GAAP measure. As used herein, “GAAP” refers to accounting principles generally accepted in the United States of America.

Reconciliation of EBITDA

(in thousands) 
Year Ended
December 31, 2023
 
Income before income taxes, as reported(1)
 $72,711 
interest income, net(1)
  (5,508)
Depreciation(1)
  18,603 
EBITDA  85,806 

(1)These amounts are included in our Form 10-K for the year ended December 31, 2023.


2024 Proxy Statement | Appendix A1


















graphic

HAVERTYS
HAVERTY FURNITURE COMPANIES, INC.
780 Johnson Ferry Road
Suite 800
Atlanta, GA  30342

HAVERTYS COMMON STOCK
VOTE BY INTERNET - www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date.  Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form.
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via email or the Internet.  To sign up for electronic delivery, please follow the instructions above to vote using the Internet and when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date.  Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing c/o. Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
PLEASE BE SURE TO VOTE ALL CLASSES OF STOCK THAT YOU OWN.

graphic
 Signature [PLEASE SIGN WITHIN BOX]  Date  Signature (Joint Owners)  Date  TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:  KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

HAVERTY FURNITURE COMPANIES, INC. COMMON STOCK
The Board of Directors recommends a vote FOR its nominees.
  V33500-P05852  For Against Abstain  ! ! !  ! ! !  HAVERTY FURNITURE COMPANIES, INC. 780 JOHNSON FERRY ROAD  SUITE 800  ATLANTA, GA 30342  1. Election of Directors: Holders of Class A Common Stock  The Board of Directors recommends a vote FOR the following proposals.  3. Ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for 2024.  Election of Directors  Please date and sign exactly as name(s) appear(s) hereon. When signing as an attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by President or other authorized person. If a partnership, please sign in partnership name by authorized person. For joint accounts, each joint owner should sign.  HAVERTY FURNITURE COMPANIES, INC. CLASS A COMMON STOCK For Withhold For All  All All Except  The Board of Directors recommends a vote FOR its  nominees.  2. Advisory Vote on Executive Compensation.  L. Allison Dukes  Rawson Haverty, Jr.  Natalie B. Morhous  Vicki R. Palmer  Derek G. Schiller  Al Trujillo  To withhold authority to vote for any individual nominee(s), mark "For All Except" and write the number(s) of the nominee(s) on the line below.  ! ! !   SCAN TO  VIEW MATERIALS & VOTE  w  HAVERTYS CLASS A COMMON STOCK  VOTE BY INTERNET - www.proxyvote.com  Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form.  ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS  If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via email or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.  VOTE BY PHONE - 1-800-690-6903  Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.  VOTE BY MAIL  Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.  PLEASE BE SURE TO VOTE ALL CLASSES OF STOCK THAT YOU OWN. 
 
For All
Withhold
All
For All
Except
To withhold authority to vote for any individual nominee(s), mark "For All Except" and write the number(s) of the nominee(s) on the line below.
The Board of Directors recommends a vote FOR its nominees.
1. Election of Directors:  Holders of Common Stock
01)  L.  Allison Dukes02) Fred L. Schuermann
The Board of Directors recommends a vote FOR the following proposal.
2. Ratification of the Appointment of Grant Thornton
LLP as Independent Auditor for 2018.
For    Against   Abstain
☐         ☐             ☐
Please date and sign exactly as name(s) appear(s) hereon. When signing as an attorney, administrator, trustee or guardian, please give full title as such.   If a corporation, please sign in full corporate name by President or other authorized person.  If a partnership, please sign in partnership name by authorized person. For joint accounts, each joint owner should sign.
For address changes and/or comments, please check this box and write them on the back where indicated. [  ]
Signature [PLEASE SIGN WITHIN BOX] Date
Signature (Joint Owners) Date



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 V33501-P05852  HAVERTYS CLASS A COMMON STOCK  Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:  The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.  HAVERTY FURNITURE COMPANIES, INC. CLASS A COMMON STOCK  Proxy Solicited on Behalf of the Board of Directors for the Annual Meeting of Stockholders to be held on May 6, 2024  By signing this proxy you appoint Jenny H. Parker and Belinda J. Clements, or either of them, proxies with full power of substitution to represent and vote all the shares of Havertys' Class A Common Stock you are entitled to vote as directed on the reverse side of this card on the specified proposals and, in their discretion, on any other business which may properly come before the Annual Meeting and all postponements and adjournments thereof. The Annual Meeting will be held on May 6, 2024, at the Courtyard Baltimore Downtown/Inner Harbor 1000 Aliceanna St, Baltimore, Maryland 21202, at 10:00 a.m.  Please be sure to vote all classes of stock that you own.  You are encouraged to specify your choices by marking the appropriate boxes (SEE REVERSE SIDE), but you need not mark any boxes if you wish to vote in accordance with the Board of Directors' recommendations. The named proxies cannot vote unless you sign and return this card or follow the applicable Internet or telephone voting procedures.  SEE REVERSE SIDE  P R O X Y 
 
P
R
O
X
Y
HAVERTY FURNITURE COMPANIES, INC.
CLASS A COMMON STOCK
Proxy Solicited on Behalf of the Board of Directors for
Annual Meeting of Stockholders to be held May 7, 2018
By signing this proxy you appoint Jenny H. Parker and Janet E. Taylor, or either of them, proxies with full power of substitution to represent and vote all the shares you are entitled to vote as directed on the reverse side of this card on the specified proposal and, in their discretion, on any other business which may properly come before the Annual Meeting and all postponements and adjournments. The Annual Meeting will be held on May 7, 2018, at the Marriott SpringHill, 120 East Redwood Street, Baltimore, Maryland, at 10:00 A.M.
Please be sure to vote all classes of stock that you own.
You are encouraged to specify your choices by marking the appropriate boxes (SEE REVERSE SIDE), but you need not mark any boxes if you wish to vote in accordance with the Board of Directors' recommendations. The named proxies cannot vote unless you sign and return this card or follow the applicable Internet or telephone voting procedures.
Address Changes/ Comments:
(if you noted any Address Changes/comments above, please mark corresponding box on other side.)
SEE REVERSE SIDE



HAVERTYS
HAVERTY FURNITURE COMPANIES, INC.
780 Johnson Ferry Road
Suite 800
Atlanta, GA  30342

HAVERTYS CLASS A COMMON STOCK
VOTE BY INTERNET - www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date.  Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form.
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via email or the Internet.  To sign up for electronic delivery, please follow the instructions above to vote using the Internet and when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date.  Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing c/o. Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
PLEASE BE SURE TO VOTE ALL CLASSES OF STOCK THAT YOU OWN.

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 Signature [PLEASE SIGN WITHIN BOX]  Date  Signature (Joint Owners)  Date  TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:  KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.  V33502-P05852  For Withhold For All All All Except  ! ! !  For Against Abstain  ! ! !  ! ! !  HAVERTY FURNITURE COMPANIES, INC. 780 JOHNSON FERRY ROAD  SUITE 800  ATLANTA, GA 30342  The Board of Directors recommends a vote FOR the following proposals.  3. Ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for 2024.  Please date and sign exactly as name(s) appear(s) hereon. When signing as an attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by President or other authorized person. If a partnership, please sign in partnership name by authorized person. For joint accounts, each joint owner should sign.  HAVERTY FURNITURE COMPANIES, INC. COMMON STOCK  The Board of Directors recommends a vote FOR its nominees.  Election of Directors  Election of Directors: Holders of Common Stock  Michael R. Cote  G. Thomas Hough  Clarence H. Smith  2. Advisory Vote on Executive Compensation.  To withhold authority to vote for any individual nominee(s), mark "For All Except" and write the number(s) of the nominee(s) on the line below.     SCAN TO  VIEW MATERIALS & VOTE  w  HAVERTY'S COMMON STOCK  VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above  Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form.  ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS  If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via email or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.  VOTE BY PHONE - 1-800-690-6903  Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.  VOTE BY MAIL  Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.  PLEASE BE SURE TO VOTE ALL CLASSES OF STOCK THAT YOU OWN. 

HAVERTY FURNITURE COMPANIES, INC. CLASS A COMMON STOCK
The Board of Directors recommends a vote FOR its nominees.
Election of Directors
For All
Withhold
All
For All
Except
To withhold authority to vote for any individual nominee(s), mark "For All Except" and write the number(s) of the nominee(s) on the line below.
The Board of Directors recommends a vote FOR its nominees.
1.  Election of Directors: holders of Class A Common Stock
01)   John T. Glover04) Vicki R. Palmer
02)   Rawson Haverty, Jr.05) Clarence H. Smith
03)   Mylle H. Mangum06) Al Trujillo
The Board of Directors recommends a vote FOR the following proposal.
2. Ratification of the Appointment of Grant Thornton
LLP as Independent Auditor for 2018.
For    Against  Abstain
☐           ☐          ☐
Please date and sign exactly as name(s) appear(s) hereon. When signing as an attorney, administrator, trustee or guardian, please give full title as such.   If a corporation, please sign in full corporate name by President or other authorized person.  If a partnership, please sign in partnership name by authorized person. For joint accounts, each joint owner should sign.
For address changes and/or comments, please check this box and write them on the back where indicated. [  ]


 

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 V33503-P05852  SEE REVERSE SIDE  P R O X Y  HAVERTYS COMMON STOCK  Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:  The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.  HAVERTY FURNITURE COMPANIES, INC. COMMON STOCK  Proxy Solicited on Behalf of the Board of Directors for the Annual Meeting of Stockholders to be held on May 6, 2024  By signing this proxy you appoint Jenny H. Parker and Belinda J. Clements, or either of them, proxies with full power of substitution to represent and vote all the shares of Havertys' Common Stock you are entitled to vote as directed on the reverse side of this card on the specified proposals and, in their discretion, on any other business which may properly come before the Annual Meeting and all postponements and adjournments thereof. The Annual Meeting will be held on May 6, 2024, at the Courtyard Baltimore Downtown/Inner Harbor 1000 Aliceanna St, Baltimore, Maryland 21202, at 10:00 a.m.  Please be sure to vote all classes of stock that you own.  You are encouraged to specify your choices by marking the appropriate boxes (SEE REVERSE SIDE), but you need not mark any boxes if you wish to vote in accordance with the Board of Directors' recommendations. The named proxies cannot vote unless you sign and return this card or follow the applicable Internet or telephone voting procedures. 

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 Your Vote Counts!  *Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.  Smartphone users  Point your camera here and vote without entering a control number  For complete information and to vote, visit www.ProxyVote.com  Control #  V33514-P05852  HAVERTY FURNITURE COMPANIES, INC.  2024 Annual Meeting  Vote by May 5, 2024  11:59 PM ET  You invested in HAVERTY FURNITURE COMPANIES, INC. and it’s time to vote!  You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the  availability of proxy material for the stockholder meeting to be held on May 6, 2024.  Get informed before you vote  View the Notice and Proxy Statement and Annual Report online OR you can receive a free paper or email copy of the material(s)  by requesting prior to April 22, 2024. If you would like to request a copy of the material(s) for this and/or future stockholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy.  Vote in Person at the Meeting*  May 6, 2024  10:00 a.m.  Courtyard Baltimore Downtown/Inner Harbor 1000 Aliceanna St  Baltimore, Maryland 21202  HAVERTY FURNITURE COMPANIES, INC. 780 JOHNSON FERRY ROAD  SUITE 800  ATLANTA, GA 30342 

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 Vote at www.ProxyVote.com  THIS IS NOT A VOTABLE BALLOT  This is an overview of the proposals being presented at the upcoming stockholder meeting. Please follow the instructions on the reverse side to vote these important matters.  Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Delivery Settings”.  V33515-P05852  Voting Items  Board Recommends  1. Election of Directors: Holders of Class A Common Stock  For  Nominees:  L. Allison Dukes 05) Derek G. Schiller  Rawson Haverty, Jr. 06) Al Trujillo  Natalie B. Morhous  Vicki R. Palmer  2. Advisory Vote on Executive Compensation.  For  3. Ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for 2024.  For 

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 Your Vote Counts!  *Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.  Smartphone users  Point your camera here and vote without entering a control number  For complete information and to vote, visit www.ProxyVote.com  Control #  V33516-P05852  HAVERTY FURNITURE COMPANIES, INC.  2024 Annual Meeting  Vote by May 5, 2024  11:59 PM ET  You invested in HAVERTY FURNITURE COMPANIES, INC. and it’s time to vote!  You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the  availability of proxy material for the stockholder meeting to be held on May 6, 2024.  Get informed before you vote  View the Notice and Proxy Statement and Annual Report online OR you can receive a free paper or email copy of the material(s)  by requesting prior to April 22, 2024. If you would like to request a copy of the material(s) for this and/or future stockholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy.  Vote in Person at the Meeting*  May 6, 2024  10:00 a.m.  Courtyard Baltimore Downtown/Inner Harbor 1000 Aliceanna St  Baltimore, Maryland 21202  HAVERTY FURNITURE COMPANIES, INC. 780 JOHNSON FERRY ROAD  SUITE 800  ATLANTA, GA 30342 

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 Vote at www.ProxyVote.com  THIS IS NOT A VOTABLE BALLOT  This is an overview of the proposals being presented at the upcoming stockholder meeting. Please follow the instructions on the reverse side to vote these important matters.  Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Delivery Settings”.  V33517-P05852  Voting Items  Board Recommends  For  Election of Directors: Holders of Common Stock  Nominees:  Michael R. Cote  G. Thomas Hough  Clarence H. Smith  2. Advisory Vote on Executive Compensation.  For  3. Ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for 2024. For