~~Executive Sessions of Independent Directors~~2022 Proxy Statement | 9. ~~The board has a policy of scheduling an executive session of the independent directors as part of every regularly scheduled board meeting. These sessions are presided over 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.

CORPORATE GOVERNANCE

Annual Evaluations. The board is committed to continuous improvement with respect to its ability to carry out isits responsibilities. Each year the board and its independent committees, supervised by the NCG Committee, ~~conducts~~conduct self-assessments related to their performance.

These annual assessments are an important tool to ensure the board is well-positioned to provide effective oversight.

Board Tenure, Mandatory Retirement and Resignation from Board. As of the start of the 2022 board year, the average tenure of our non-management directors is 12 years. Our independent directors are subject to a mandatory retirement age and cannot stand for re-election in the calendar year following their 7275^ndth birthday. This age limit was increased from 72 to 75 in February 2021. On the recommendation of the NCG 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 NCG Committee in the event that a director retires from or otherwise leaves his or her principal occupation or employment. The NCG Committee can choose to accept or reject the resignation.

Director Nominations. The NCG Committee is primarily responsible for identifying and evaluating director candidates and for recommending re-nomination of incumbent directors. The NCG Committee, which consists entirely of independent directors, regularly reviews the appropriate size and composition of the board and anticipates vacancies and required expertise. The NCG Committee reviews potential nominees from several sources, including directors, management, stockholders or others. The NCG Committee is also authorized to retain search firms to identify potential director candidates, as well as other external advisors, including for purposes of performing background reviews of potential candidates.

~~For the 2020 Annual Meeting of Stockholders,~~In evaluating potential nominees, the NCG Committee ~~waived~~will review and consider, among other things, the ~~mandatory retirement~~nominee’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 and the then-current mix of director attributes. The NCG Committee does not have a formal policy with respect to ~~John Glover. The NCG Committee considered numerous factors including~~diversity, however, the ~~following: Mr. Glover serves as the board’s lead director; served as audit chair for 20 years;~~board and ~~we valued Mr. Glover’s ability to serve as a mentor to our new directors.~~

~~CORPORATE GOVERNANCE~~

~~Board Tenure and Refreshment.~~ ~~The average tenure of our non-management directors (through the end of the current board year) is 14.3 years. To anticipate future director retirements,~~ the NCG Committee ~~has actively been engaged in a process to affect a smooth transition of~~believe that it is essential that the board ~~and fill any gaps in experience that may result.~~

~~Director Nominations.~~ ~~When searching~~members represent diverse viewpoints. In considering candidates for ~~new candidates,~~the board, the NCG Committee ~~which has the responsibility of reviewing qualifications of candidates for board membership,~~ considers the ~~evolving needs~~entirety of the board and searches for candidates that fill any current or anticipated future need. Nominees may be suggested by directors, members of management, stockholders, or, in some cases, by a third-party search firm. each candidate’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 manner in which the NCG Committee evaluates proposed nominees ~~based upon whether the proposed nominee is~~that are recommended by a stockholder.

The NCG 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 NCG Committee will review and consider, among other things, the nominee’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, given the then current mix of director attributes. The NCG Committee does not have a formal policy with respect to diversity, however, the board and the NCG Committee believe that it is essential that the board members represent diverse viewpoints. In considering candidates for the board, the NCG Committee considers the entirety of each candidate’s credentials in the context of these standards. With respect to the nomination of continuing directors for re‑election, the individual’s contributions to the board are also considered. The NCG Committee will also take into account the ability of a nominee to devote the time and effort necessary to fulfill his or her responsibilities.

~~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 their 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.

Communications with Directors. The board welcomes questions or comments about the company and 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. These procedures may change from time to time and you are encouraged to visit our website at www.havertys.com for the most current means

2022 Proxy Statement | 10

CORPORATE GOVERNANCE

Code of ~~contacting~~Conduct. All of our directors ~~along~~and employees, including our chief executive officer and other executive officers, are required to comply with ~~obtaining copies~~our Code of Conduct to help ensure that our business is conducted in accordance with the ~~company’s governance documents.~~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.

~~CORPORATE RESPONSIBILITY~~

Havertys and the board are aware of the evolving reporting on the environmental, social, and governance (“ESG”) areas of corporate responsibility. Our corporate values inform our governance practices, the G, and it is under this umbrella that we conduct all aspects of our business. The E and S are an extension of our governance practices and we give attention to these issues. Below are how certain governance, social, and environmental practices align with our corporate values.

~~CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS~~

Related Party Transaction Policy. Our board has adopted a written policy for the review, approval or ratification of certain related party transactions. The term “related party 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 owners 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 NCG Committee is best suited to review and approve related party transactions. ~~The NCG Committee when~~When 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’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’s only relationship is as an employee (other than an executive officer), director or beneficial owner of less than 10% of that company’s stock; (2) certain transactions where the ~~Related Person’s~~related 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 related~~banking-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 ~~2019,~~2021, there were no related party transactions requiring approval under the policy or disclosure in this proxy statement.

Compensation Committee Interlocks and Insider Participation.~~The~~ All NCG Committee ~~consists~~members are independent and none of ~~four independent directors, Mmes. Mangum and Dukes and Messrs. Glover and Trujillo.~~the NCG Committee members has served as an officer or employee of Havertys. None of our executive officers currently serve, or in the past year have served, as a member of the board of directors or compensation committee of any entity that has one or more executive ~~officer~~officers serving on our board or NCG Committee. Therefore, there is no relationship that requires disclosure as a Compensation Committee interlock.

Delinquent ~~Section 16(a) Reports~~

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. To the company’s knowledge basedReports. Based solely on our review of the copies of such ~~forms~~reports furnished to or prepared by Havertys and ~~amendments provided to us,~~written representations that no other reports were required, we believe that all Section 16(a) filing requirements applicable to reporting persons were ~~timely~~ complied with during the ~~fiscal~~ year ended December 31, ~~2019.~~2021.

2022 Proxy Statement | 11

~~SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT~~

CORPORATE GOVERNANCE

~~Ownership by our Directors 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. Messrs. Haverty and Smith, as management directors, do not receive any compensation for serving on the board. 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 ~~following table sets forth~~NCG Committee considers among other things, the ~~amount~~size and complexity of ~~Havertys’~~our operations and the time that directors spend fulfilling their duties to Havertys and our stockholders.

Elements of Compensation.

Annual Equity Retainer	$	50,000
Cash Retainer	$	50,000
Independent Lead Director Cash Retainer	$	12,000
Audit and NCG Chairman Cash Retainer	$	10,000
Annual Stock Grant	$	20,000

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 ~~and Class A~~is paid on the first day of the board year. The NCG Committee approved an increase in the annual stock grant to $40,000 starting with the new board year beginning May 2022.

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 ~~beneficially owned by each director, each named executive officer included~~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 ~~Summary Compensation Table,~~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. Two directors elected to defer a portion of their 2021 and ~~all current~~2022 compensation. There are five directors with balances in the Deferred Plan; four have elected to receive their payments at the end of their board service and ~~executive officers as a group as of February 29, 2020. Unless otherwise indicated, beneficial ownership is direct, and the person shown~~one has ~~sole voting and investment power. An asterisk indicates less than 1% of outstanding shares of that respective class.~~elected to receive payments beginning in 2040.

Common Stock Class A Common Stock

Shares
Beneficially
Owned⁽¹⁾

Percent
of Class⁽²⁾

Shares
Beneficially
Owned

Percent of
Class⁽³⁾

Steven G. Burdette 7,736 * 28,530 1.86 %
J. Edward Clary 71,867 * — —
L. Allison Dukes 12,107 * — —
John L. Gill 8,621 * 7,500 *
John T. Glover 76,494 * — —
Richard B. Hare 5,774 * — —
Rawson Haverty, Jr. 10,086
⁽⁴⁾
* 264,755
⁽⁵⁾⁽⁶⁾
17.29 %
G. Thomas Hough 10,758 * — —
Mylle H. Mangum 54,890 * — —
Vicki R. Palmer 44,529 * — —
Clarence H. Smith 74,105
⁽⁷⁾⁽⁸⁾
* 717,483
^(9)(10)
46.85 %
Al Trujillo 55,190 * — —
Directors and Executive Officers as a group (16 persons) 500,485 2.87 % 1,018,268 66.49 %

~~(1)~~	This column also includes shares of common stock beneficially owned under our directors’ Deferred Plan for the following individuals: Ms. Dukes – 8,267; Mr. Glover – 12,642; Mr. Hough – 3,013; Ms. Mangum – 47,969; Mr. Smith – 4,481; and Mr. Trujillo – 35,380.
~~(2)~~	~~Based on 17,461,695 shares of our common stock outstanding on February 29, 2020.~~
~~(3)~~	~~Based on 1,531,505 shares of our Class A common stock outstanding on February 29, 2020.~~
~~(4)~~	~~This amount includes 2,000 shares of common stock held in trust for the benefit of Mr. Haverty’s children for which he is co‑trustee.~~
~~(5)~~	Mr. Haverty has direct ownership of 84,074 shares of Class A common stock. The beneficial ownership disclosed also includes 90,140 shares of Class A common stock held by a partnership for which Mr. Haverty is the general manager and 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.
~~(6)~~	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.
~~(7)~~	~~Mr. Smith has direct ownership of 17,701 shares of common stock. The beneficial ownership disclosed includes 29,689 shares of common stock held by Mr. Smith’s wife.~~
~~(8)~~	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.
~~(9)~~	~~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.~~
~~(10)~~	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.

2022 Proxy Statement | 12

~~Ownership by OurPrincipal Stockholders~~

CORPORATE GOVERNANCE

~~Set~~2021 Non-management Director Compensation. The following table sets forth in the ~~table below is information about the number of shares held~~compensation earned by ~~persons we know to be beneficial owners of more than 5% of the issued and outstanding of~~ our ~~common stock or Class A common stock.~~non-management directors who served during 2021.

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 52^nd Street, New York, NY
2,971,542
⁽³⁾
17.02 % — —
Dimensional Fund Advisors LP
6300 Bee Cave Road, Building One, Austin, TX
1,589,260
⁽⁴⁾
9.10 % — —
Renaissance Technologies LLC
800 Third Avenue, New York, NY
1,406,300
⁽⁵⁾
8.05 % — —
The Burton Partnership, LP
614 W. Bay Street, Tampa, FL
1,228,255
⁽⁶⁾
7.03 % — —
The Vanguard Group
100 Vanguard Blvd., Malvern, PA
1,148,164
⁽⁷⁾
6.58 % — —
LSV Asset Management,
155 N. Wacker Drive, Suite 4600, Chicago, IL
1,038,716
⁽⁸⁾
5.95 % — —
Villa Clare Partners, L.P.
158 West Wesley Road, Atlanta, GA
* * 603,497
⁽⁹⁾
39.41 %
Rawson Haverty, Jr.
780 Johnson Ferry Road, NE, Atlanta, GA
* * 264,755
^(10)(11)
17.29 %
Clarence H. Smith
780 Johnson Ferry Road, NE, Atlanta, GA
* * 113,986
⁽¹²⁾
7.44 %

Director	Fees Earned or Paid in Cash ($)⁽¹⁾		Stock Awards ($)⁽¹⁾⁽²⁾		Total ($)
Allison Dukes	$	33,333	$	80,333	$	113,667
Tom Hough		50,333		71,333		121,667
Mylle Mangum		52,333		71,333		123,667
Vicki Palmer		52,333		71,333		113,667
Derek Schiller		42,333		71,333		113,667
Al Trujillo		42,333		71,333		123,667
John Glover⁽³⁾		13,000		24,667		37,667

(1)

~~Based~~ The board fees were increased for the board year beginning May 2021. The cash retainer was $27,000 and the equity retainer was $54,000 for the board year beginning May 2020. The table reflects the amounts earned for the 2021 calendar year based on ~~17,461,695 shares~~the fees for the respective periods.

(2)	Represents the aggregate grant date total fair value of ~~our~~stock awards determined in accordance with FASB ASC Topic 718. The award reflected in this column consists of a fully-vested award granted to non-employee directors on May 14, 2021 as the annual grant made on the first day of the new board year. The grant date fair value was $46.63, which was the closing price of the company’s common stock ~~outstanding~~ on ~~February 29, 2020.~~
~~(2)~~	~~Based on 1,531,505 shares~~the grant date. Ms. Dukes elected to defer 100% of ~~our Class A common stock outstanding on February 29, 2020.~~
~~(3)~~	~~According to a Schedule 13G filed on February 4,~~her annual retainer fee for the board year beginning May 2020 ~~BlackRock, Inc. holds sole voting power over 2,918,213 shares and sole dispositive power over 2,971,542 shares of common stock.~~
~~(4)~~	According to a Schedule 13G filed on February 12, 2020, Dimensional Fund Advisors LP (“Dimensional”) holds sole voting power over 1,540,277 shares and sole dispositive power over 1,589,260 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 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.
~~(5)~~	~~According to a Schedule 13G filed on February 13, 2020, Renaissance Technologies LLC (“RTC”) holds sole voting power over 1,394,100~~in shares of common stock ~~and sole dispositive power over 1,399,597 shares and shared dispositive power over 6,703 shares of common stock.~~under the Deferred Plan.

~~(6)~~(3)	~~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.~~
~~(7)~~	According to a Schedule 13G filed on February 12, 2020, The Vanguard Group holds sole voting power over 19,392 shares and shared voting power over 2,000 shares and sole dispositive power over 1,131,071 shares and shared dispositive power over 17,093 shares of common stock.
~~(8)~~	~~According to a Schedule 13G filed on February 11, 2020, LSV Asset Management holds sole voting power over 582,600 shares and sole dispositive power over 1,038,716 shares of common stock.~~
~~(9)~~	~~According to a Schedule 13D/A 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. Clarence H. Smith is~~ John Glover retired from the ~~manager~~board at the end 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. The beneficial ownership disclosed also includes 90,140 shares of Class A common stock held by a partnership for which Mr. Haverty is the general manager and 17,024 shares of Class A common stock held in trust for the benefit of Mr. Haverty’s children for which he is co-trustee.
~~(11)~~	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.
~~(12)~~	~~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.~~board year beginning May 2020.

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. Each director is required to own or hold at least 20,000 shares of our stock. New directors are prohibited from selling of any shares until the guideline amount is reached. Currently, all non‑employee directors meet, or are on track to meet, the stock ownership guidelines.

2022 Proxy Statement | 13

COMPENSATION DISCUSSION AND ANALYSIS

~~Introduction~~

~~WHERE TO FIND IT:~~
~~Role of the NCG Committee~~	14
~~Recap of 2019 NEO Compensation Program~~	15
~~Executive Compensation Framework~~	16
~~Executive Compensation Components~~	17
~~How We Make Compensation Decisions~~	20

The purpose of this Compensation Discussion and Analysis (“CD&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’ executive officers but focuses on the compensation of our named executive officers for ~~2019.~~2021. The individuals who were subject to the SEC Section 16 reporting requirements during ~~2019~~2021 are referred to as the “executive officers.” Our named executive officers ~~(NEOs)~~(“NEOs”) for ~~2019 includes~~2021 consist of our CEO, our CFO, and our next three most ~~highly-compensation~~highly-compensated executive ~~officers.~~

officers, listed below:

NEO Name		NEO Title
Clarence H. Smith		Chief Executive Officer
Steven G. Burdette		President
Richard B. Hare		Executive Vice President and Chief Financial Officer
J. Edward Clary		Executive Vice President and Chief Information Officer
John L. Gill		Executive Vice President, Merchandising

Mr. Smith served as CEO and President until March 2021, when Mr. Burdette, formerly EVP, Operations, was elected President. Mr. Burdette has responsibility for all store and distribution operations and marketing efforts.

Our goal is to attract and retain talented executives who deliver value to our stockholders by achieving Havertys’ business objectives which drive sustained sales and 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.

2021 Performance Highlights

In 2021 supply chain issues and the COVID-19 pandemic remained an obstacle, however, the Company’s management team remained resilient and focused on the execution of our goals. This focus helped drive the record 2021 financial performance.

Strong and consistent financial performance despite unprecedented operational challenges for the Company

Net sales of $1.01B, a 35.4% increase year-over-year

Cash Returns to stockholders $94.2M up 34% year-over-year

2022 Proxy Statement | 14

COMPENSATION DISCUSSION AND ANALYSIS

Role of the NCG Committee

The NCG Committee is composed of independent directors and is responsible for the approval and oversight of compensation programs for executive officers, equity plan awards and benefit programs for all of our employees. The NCG 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 approved all compensation components for our chief executive officer, chief financial officer, and other NEOs;
✔	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;
✔	Scheduled an executive session, without members of management, for the purpose of discussing decisions related to the chief executive officer’s performance, goal-setting, compensation level and other items deemed important by the NCG Committee; and
✔	Reviewed succession planning with the CEO and in executive session of the board.

142022 Proxy Statement | 15

COMPENSATION DISCUSSION AND ANALYSIS

RECAP OF ~~2019~~2021 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 1718 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.
~~2019~~2021 Actions	• Mr. Burdette’s base salary was increased 3.1% in January 2021 and then 18.2% in March 2021 in conjunction with his promotion to President. Mr. Hare’s base salary was increased 7.7% in January 2021 due to additional responsibilities, performance, and to maintain his base salary within the target of the median peer group. • Base salaries ~~remained the same~~were increased in ~~2019, except for Mr. Gill due to his promotion.~~ • ~~Salaries~~January 2021 by approximately 3.0% for the ~~NEOs were last increased in 2018 and in 2014 for the then~~other NEOs.
Cash Awards Under Management Incentive Plans (Variable “At Risk” Compensation)
Key Features	• Individual MIP opportunities are expressed as a ~~percent~~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 payout for actual results relative to these goals is zero to ~~175 percent~~175% of ~~target.~~target for MIP‑1 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.
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.
~~2019~~2021 Actions	• ~~Actual~~ 2021 performance ~~in 2019~~ resulted in total MIP-I earned at ~~44.5%~~175% of its target and MIP-II earned at ~~58.2% to 100.0%~~100% of its target for the NEOs. The Committee evaluated the impact of the pandemic on our business results and determined that these payouts appropriately reflected our strong performance and financial results achieved during 2021.
Long-Term Equity Incentive Compensation (Variable “At Risk” Compensation)
Key Features	• Awards granted annually ~~based on~~with consideration of competitive market grant levels. • Awards to NEOs are in the form of performance restricted stock units (PRSU) based on EBITDA orand Sales, each measured over the performance period commencing January 1, 2021 and ending December 31, 2021, and in the form of time-based restricted stock units. • Vesting: The PRSUs granted in ~~2019~~2021 that are earned will cliff vest in February ~~2022~~2024 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~~three-year period. 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.
~~2019~~2021 Actions	• ~~2019~~80% of our CEO’s and 70% of our other NEO’s equity awards ~~to NEOs as a percentage of total target compensation~~ were granted ~~at the same~~as PRSUs, with 80% of PRSUs tied to EBITDA and 20% tied to Sales. Award sizes were determined in consideration of market levels, ~~as in 2018~~internal equity, and ~~with the same mix~~historical practices. • Mr. Burdette received a special grant of 5,000 time-based restricted stock units ~~and performance-based awards tied to EBITDA and Sales.~~upon his election as President. • ~~2019~~2021 performance-based awards tied to EBITDA were earned at ~~46.4%~~175% of target and ~~no shares were earned for~~ awards tied to ~~Sales.~~Sales were earned at 125% of target. These earned performance-based awards will vest in February 2024.

152022 Proxy Statement | 16

COMPENSATION DISCUSSION AND ANALYSIS

~~Executive Compensation Framework~~

The company’s executive compensation framework includes the following, each of which the NCG Committee believes reinforces its philosophy and objectives.

~~What We Do:~~

✔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 ~~2019,~~2021, variable compensation comprised approximately ~~65%~~72% of the targeted annual compensation for the chief executive officer and, on average, ~~55%~~58% of the targeted annual compensation for the other named executive officers.

✔

Provide competitive target pay opportunities. We annually evaluate our target and actual compensation levels and relative proportions of the types of compensation against our peer group. We use informed judgment in order to offer the compensation appropriate to motivate and attract highly talented individuals to enable our long-term growth.

✔

Align performance measures to a mix of key strategic and operating 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.

✔

Link compensation to future stock ~~performance~~performance.. In ~~2019,~~2021, all of the long-term incentive awards delivered to our named executive officers were in the form of equity-based compensation. For ~~2019, long-term~~2021, long‑term equity compensation comprised approximately ~~31%~~44% of the targeted annual compensation for the chief executive officer and ~~29%~~30% to 33% of the targeted annual compensation for the other named executive officers.

✔	Retain an outside compensation consultant. The NCG Committee retains an independent compensation consultant to review the company’s executive compensation program and practices.

✔	Establish maximum payout caps for annual cash incentive compensation and Performance Restricted Stock Units (PRSUs).

✔	Maintain a “Clawback” Policy. The company may recover incentive compensation paid to an executive officer that was calculated based upon any financial result or performance metric impacted by fraud or misconduct of the executive officer.

✔

Require meaningful stock ownership. Per our stock ownership guidelines, our chief executive officer is required to have qualified holdings equal to the lesser of a multiple of ~~three~~six times his base salary or ~~85,000~~135,000 shares. Our CEO’s qualified holdings were ~~156,711~~approximately 262,000 shares at ~~December 31, 2019.~~March 11, 2022. The other named executive officers are also subject to ownership guidelines. Their ~~qualified~~ holdings ranged from ~~13,544~~approximately 40,000 to ~~79,661~~71,000 shares at ~~December 31, 2019.~~ March 11, 2022. New officers have ~~three~~five 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.

✔	Require a “double trigger” for ~~change-in-control~~change-in-control severance benefits to be payable.

~~What We Don’t Do:~~

XWhat We Don’t Do:

×No 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.

X	×Prohibition against margin loans, pledging, and hedging or similar transactions of company securities by senior executives and directors.

X	×No dividends or dividend equivalents are accrued or paid on unvested and/or unexercised awards.

X	×No change-in-control tax gross ups.We do not provide change-in-control tax gross ups.

X	×No significant perquisites. We do not provide our employees, including our NEOs, with significant perquisites.

162022 Proxy Statement | 17

COMPENSATION DISCUSSION AND ANALYSIS

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’s annual total target compensation is determined by company performance as compared to goals established for our annual cash incentive plan and the ultimate value of long-term incentive plans. We believe this approach reflects our executive compensation philosophy and objectives.

The graphs below illustrate how total compensation for our named executive officers at January ~~2019~~2021 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 ~~shareholders.~~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 Compensation 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.

Base Salary. The base salary provides a fixed amount of competitive compensation to attract and retain executive talent by compensating executive officers for their level of responsibly, relative expertise and experience. The Committee reviews the information regarding 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’s assessment of each executive’s individual performance and responsibilities to determine appropriate compensation for each executive. The Committee has determined that, in order to enable the company to attract and retain the executive talent important to our long-term growth, the compensation strategy should generally aim to position base salaries within +/-10% of the median of the peer group data.

2022 Proxy Statement | 18

COMPENSATION DISCUSSION AND ANALYSIS

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.

~~COMPENSATION DISCUSSION AND ANALYSIS~~

Management Incentive Plans Cash ~~Award~~Award.. Our compensation philosophy connects our executives’ potential annual cash earnings to performance. Our ~~2019~~ Long-Term Incentive Plan ~~(the “2019 LTIP”)~~for 2021 provides for the payment of cash under two plans (the “MIPs”). The Committee approved the MIP designs and targets in January ~~2019~~2021 as part of the annual compensation setting process. The target cash incentive amount for the combined MIPs as a percent of base salary ~~was~~ranged from 60% to 67% for our named executive officers, except for Mr. Smith for whom it was 100% ~~and Mr. Gill for whom it was 50%~~. As in prior years, MIP-I is based upon pre-tax earnings goals and is 80% of the total cash incentive target 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 executives could earn above-target payouts when performance significantly exceeded financial goals and below target payouts when goals are not achieved. The MIP-I 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 a 40% payment of the target when pre‑tax earnings is 80% of the goal, with a maximum of 175% payment of the target when pre-tax earnings is 125% of the goal. The MIP-II design supports individual goals with payout ranging from 0% to 100% of target. See page 25 which details the estimated possible payouts under this non-equity incentive plan award.

~~The company’s pre-tax earnings quarterly and annual targets for 2019 were:~~

Q-1 Q-2 Q-3 Q-4 Annual
$ 7,700,000 $ 8,600,000 $ 12,300,000 $ 12,400,000 $ 41,000,000

Consistent with our historical approach, MIP-I includes quarterly targets 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 ~~2019 and~~2021. The MIP-I provided for a 3% change in the ~~estimated impact~~incentive earned of the ~~10% tariffs placed on goods imported from China that begun~~target for every 1% increase or decrease in ~~September 2018 was factored into~~pre-tax earnings versus the ~~targets. The plan structure provides~~goal at 40% of target when pre‑tax earnings is 80% of the goal, and a maximum payout of 175% of target for ~~adjustments to targets to eliminate~~pre-tax earnings at or above 125% of the effects of accounting changes and the impact of unusual or non-recurring items. The adjustments for 2019 were generated by the following: adoption of new lease accounting standards, an impairment charge for a retail store, and the increase in tariffs to 25% on March 4, 2019. goal.

MIP-I Goal and Earned
(in millions)		Q1			Q2			Q3			Q4		Annual			Total
MIP-I Weighting		10	%		11	%		10	%		9	%		60	%		100	%
MIP-I Pre-Tax Earnings Goal	$	14.8		$	17.4		$	16.1		$	13.6		$	61.9
2021 Pre-Tax Earnings	$	25.4		$	29.2		$	31.9		$	32.1		$	118.5
% of Goal Achieved		172	%		168	%		198	%		236	%		191	%
Target % Achieved		175	%		175	%		175	%		175	%		175	%
% of MIP-I Earned		18	%		19	%		18	%		15	%		105	%		175	%

The Committee reviewed the ~~adjustments and their impact~~payout results of 175% of target based on the company’s 2021 pre-tax earnings performance. The overall payout resulted from maximum payouts for our outstanding financial ~~targets.~~ results in each quarter as well as the annual component of MIP-I.

The ~~adjustments, in their totality, resulted in a MIP‑I~~MIP-II design supports individual goals with payout ~~of approximately 81%~~ranging from 0% to 100% of target. The ~~company’s management noted~~Committee reviewed each NEO’s performance relative to their MIP-II goals, and determined that ~~a payout at this level would have a detrimental effect on earnings already negatively impacted by~~ the ~~impairment charge and the increased tariffs and recommended that the Committee reduce payouts from the formulaic results.~~

The Committee considered the consequences of the MIP-I payout at 80.7% of target on the company’s earnings and shareholder value and used its negative discretion to reduce the MIP-I payout percentage to 44.5% of target.*

~~The Committee also reviewed the payout results from the MIP-II. The~~ individual goal payouts under the MIP-II for ~~the NEOs ranged from 58.2% to 100.0%~~each NEO was at 100%.

The combination of the approved MIP-I and MIP-II payouts resulted in a total MIP payout of ~~47.2%~~160% of target for ~~Mr. Smith and between 51.7% and 55.6% of target for~~ the ~~other~~ NEOs.

See the “Summary Compensation Table,” which shows the actual non-equity incentive plan compensation paid to our named executive officers for our ~~2019~~2021 performance.

*Adjusted Pre-Tax Earnings is a non-GAAP financial measure. A reconciliation of the 2019 Adjusted Pre-Tax Earnings approved by the Committee for determining the MIP-I payout to the most directly comparable GAAP financial measure is provided in the Appendix.

182022 Proxy Statement | 19

COMPENSATION DISCUSSION AND ANALYSIS

Long-Term Equity Incentive ~~Compensation~~Compensation.. Our executives receive long-term equity incentive compensation intended to link their compensation to the company’s long-term financial success. All equity awards for our executives are approved by the Committee and the ~~2019~~2021 annual equity award grants were set at its meeting in January ~~2019.~~2021. The ~~2019~~2021 grants were comprised of a mix of PRSUs based on EBITDA, PRSUs based on sales, and time-based restricted stock units. For the NEOs at January ~~2019~~2021 the target equity compensation was approximately 30% of total target compensation.

The ~~chart~~graphs below ~~highlights~~highlight the mix of the types of equity awards granted in ~~2019.~~2021.

The EBITDA-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, 2021 and ending December 31, 2021. The ~~2019~~2021 EBITDA target was ~~$71.5~~$78.0 million, exclusive of adjustments to eliminate the ~~effects of changes in accounting and~~ unusual or non-recurring items, with a range from a threshold of ~~$57.2~~$62.4 million that would earn 40% of the target shares to a maximum of ~~$89.4~~$97.5 million that would earn 175% of the target shares.

~~Adjusted~~ EBITDA for ~~2019~~2021 was calculated at ~~$58.7~~$134.6 million, resulting in ~~46.4%~~175% of the target number of shares being earned.* The shares will cliff vest in February ~~2022.~~2024.

The Sales-based PRSU grants use ~~comparable store~~net sales to determine the number of shares that will ~~vest.~~vest, measured over a performance period commencing January 1, 2021 and ending December 31, 2021. Net sales is the amount included in our Form 10-K for the year ended December 31, 2021. The sales target for ~~2019~~2021 was a ~~1.5%~~15% increase in ~~comparable store~~net sales, with a range from a threshold of an 8% increase ~~of 0.5%~~ that would earn 40% of the target shares to a maximum of a ~~3.5%~~26% increase that would earn ~~120%~~125% of the target shares. ~~Comparable store~~Net sales ~~decreased 1.4%~~increased 35.4% in ~~2019, as a result, all~~2021, resulting in 125% of the ~~Sales-based PRSUs granted in 2019 were forfeited.~~

~~Prior to 2018, Mr. Smith received PRSUs based on exceeding sales targets in the grant year as well as increasing sales amounts in each of the three succeeding years. The~~target number of shares ~~achieved is solely dependent on each individual year and earned~~being earned. These shares will cliff vest in ~~May following the measurement year. The sales target for 2019 for the grants made in 2016 and in 2017 were $871.2 million and $871.9 million, respectively, and no shares were earned for these awards.~~February 2024.

The time-based restricted stock units vest in ~~four~~three equal annual installments beginning in May ~~2020.~~2022.

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 of Plan Based Awards Table” and “Outstanding Equity Awards Value at Year-End Table.”

*~~Adjusted~~ EBITDA is a non-GAAP financial measure. A reconciliation of ~~the 2019 Adjusted~~ EBITDA ~~approved by the Committee for determining the EBITDA-based PRSU payout~~ to the most directly comparable GAAP financial measure is provided in ~~the Appendix.~~Appendix A.

192022 Proxy Statement | 20

COMPENSATION DISCUSSION AND ANALYSIS

How We Make Compensation Decisions

The Committee has overall responsibility for approving and evaluating the company’s executive officer’s compensation plans, policies and programs. The Committee is also responsible for providing a NCG Committee report reviewing the company’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.The Committee retained Meridian Compensation Partners, LLC (“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. However, at the Committee’s direction, Meridian works with management to review or prepare materials for the Committee’s consideration. Meridian provided no additional services to Havertys outside of the scope of the agreement with the Committee.

During ~~2019,~~2021, the Committee reviewed Meridian’s independence and determined that there were no conflicts of interest as a result of the Committee’s engagement of Meridian. The Committee did not engage any consultant other than Meridian during ~~2019~~2021 to provide compensation consulting services.

Compensation ~~Analysis~~Analysis.. In determining appropriate compensation opportunities for our named executive officers, the Committee received input from Meridian. The Committee reviewed and analyzed competitive market data to be used as background for ~~2019~~2021 pay decisions and to obtain a general understanding of current compensation practices. This data was referenced when targeting the positioning for compensation discussed below. Data sources included public company proxy statements, broad-based published compensation surveys and other sources. The Committee compared compensation opportunities for our named executive officers with pay opportunities available to executive officers in comparable positions at similar companies (our “peer group”). The peer group included companies from the retail furniture industry, retailers of big ticket postponable items, and specialty retailers. The peer group is re-evaluated annually to take into account changes in their operations and our own. Changes were made to the prior year peer group to more closely align it with Havertys’ business. Kimball International, Inc. and Vera Bradley, Inc. were added to the peer group. West Marine, Inc. was acquired and removed from the peer group. The peer group companies used in setting ~~2019~~2021 compensation were the same used in the prior year and are shown below.

PEER GROUP
American Woodmark Corporation	Ethan Allen Interiors Inc.	~~Knoll, Inc.~~ La-Z-Boy Incorporated
At Home Group Inc.	Flexsteel Industries, Inc.	~~La-Z-Boy Incorporated~~ Oxford Industries, Inc.
Bassett Furniture Industries Inc.	Hibbett Sports, Inc.	~~Oxford Industries, Inc.~~ Sleep Number Corporation
Big 5 Sporting Goods Corporation	Hooker ~~Furniture~~Furnishings Corporation	~~Pier 1 Imports,~~ Vera Bradley, Inc.
Conn’s, Inc.	Kimball International, Inc.	~~Sleep Number Corporation~~
Culp, Inc.	~~Kirkland’s~~ Knoll, Inc.	~~Vera Bradley, Inc.~~

2022 Proxy Statement | 21

COMPENSATION DISCUSSION AND ANALYSIS

Role of 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 ~~2019,~~2021, Mr. Smith provided recommendations to the NCG 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 (other than himself). These recommendations were based on the data reviewed by the Committee and Mr. Smith’s assessment of the executive’s relative experience, overall performance, and impact on the accomplishment of Havertys' financial goals and strategic objectives during the prior year. While the NCG Committee took Mr. Smith’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.

Stock Ownership Guidelines

20In 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 and earned performance-based restricted stock units, reduced by 25% representing shares withheld for taxes, towards satisfying the guidelines. All of our executive officers, including our NEOs currently meet the ownership guidelines except for one executive officer promoted to senior vice president in 2021. New officers have five years from the date they become subject to the guidelines to meet the required ownership level.

At the 2021 Annual Meeting of Stockholders held on May 10, 2021, approximately 90% of our eligible common shares were present and 98.1% of the votes were cast in support of the compensation of the company’s NEOs, as discussed and disclosed in the 2021 Proxy Statement.

The Committee considered the strong stockholder support of the compensation paid to our NEOs evidenced by the results of this advisory vote, and together with its analysis, did not make any specific changes to our executive compensation program for 2022 in response. Future annual advisory votes on executive compensation will serve as an additional tool to guide the committee in evaluating the alignment of the company’s executive compensation program with the interests of the company and its stockholders.

212022 Proxy Statement | 23

~~NCG~~COMPENSATION COMMITTEE REPORT ~~ON 2019 EXECUTIVE COMPENSATION~~

The NCG Committee oversees Havertys’ compensation program on behalf of the board and operates under a written charter adopted by the board.

The NCG Committee, the members of which are listed below, is responsible for establishing and administering the executive compensation programs of Havertys. The NCG Committee has reviewed and discussed the Compensation Discussion and Analysis with management and based on such review and discussions, the NCG Committee recommended to the board that the Compensation Discussion and Analysis be included in this proxy statement.

The Nominating, Compensation and Governance Committee

Mylle H. Mangum, Chair

Allison Dukes

~~John T. Glover~~Derek G. Schiller

Al Trujillo

222022 Proxy Statement | 24

EXECUTIVE COMPENSATION

Summary Compensation Table

The following tables and footnotes describe the compensation earned for the last three years by our named executive officers.

Name and Principal Position	Year	Salary		Non-Equity Incentive Plan Compensation (1)		Stock Awards (2)		Change in Pension Value (3)		All Other Compensation (4)		Total
Clarence H. Smith	2021	$	690,000	$	1,104,000	$	1,092,213	$	202,381	$	73,238	$	3,161,832
CEO^(a)	2020		601,938		954,737		816,800		17,567		45,966		2,437,008
	2019		660,000		311,568		590,730		26,964		50,738		1,640,000

Steven G. Burdette	2021		462,833		494,000		510,738		—		45,110		1,512,681
President^(a)	2020		365,165		341,247		278,733		56,387		29,634		1,071,166
	2019		380,000		118,711		270,921		63,542		31,385		864,559

Richard B. Hare	2021		420,000		436,800		343,875		—		27,537		1,228,212
EVP and CFO	2020		365,165		341,247		278,733		—		24,228		1,009,373
	2019		380,000		119,081		270,921		—		24,449		794,451

J. Edward Clary	2021		387,000		371,520		274,609		—		28,284		1,061,413
EVP and CIO	2020		351,088		328,122		229,725		84,039		21,955		1,014,929
	2019		365,000		121,680		234,255		90,142		33,737		844,814

John L. Gill	2021		387,000		371,520		274,609		—		25,067		1,058,196
EVP, Merchandising	2020		351,088		328,122		229,725		28,502		21,692		959,129
	2019		331,666		84,037		173,145		30,065		21,278		640,191

Name Year Salary
Non-Equity Incentive Plan Compensation
(1)

Stock
Awards
(2)
Change in Pension Value (3)
All Other Compensation
(4)
Total
Clarence H. Smith 2019 $ 660,000 $ 311,568 $ 590,730 $ 26,964 $ 50,738 $ 1,640,000
President and CEO 2018 660,000 474,434 592,110 — 49,009 1,775,553

2017 650,000 495,820 479,600 12,992 48,880 1,687,292

Richard B. Hare
2019 380,000 $ 119,081 270,921 — 24,449 794,451
EVP and CFO
2018 380,000 193,162 259,335 — 118,788 951,285

2017 242,644 172,228 221,998 — 31,089 667,959

Steven G. Burdette
2019 380,000 118,711 270,921 63,542 31,385 864,559
EVP, Operations
2018 380,000 180,355 259,335 — 27,409 847,099

2017 370,000 153,802 228,900 38,281 27,953 818,936

J. Edward Clary 2019 365,000 121,680 234,255 90,142 33,737 844,814
EVP and CIO 2018 365,000 187,839 234,090 — 31,124 818,053

2017 355,000 156,796 218,000 57,930 27,141 814,867

John L. Gill⁽⁵⁾
2019 331,666 84,037 173,145 30,065 21,278 640,191
EVP, Merchandising

(a)	Mr. Smith served as President and CEO and Mr. Burdette served as EVP, Operations during 2020. Mr. Burdette was promoted to President on March 1, 2021, and his 2021 base salary was increased from $402,000 to $475,000.

(b)	Mr. Smith’s salary was reduced 40% and the salaries of the other NEOs were reduced 25% on April 1, 2020 as part of the company’s business continuity plan. The salaries were reinstated on July 1, 2020 based on the company’s performance upon reopening of stores in May 2020.

Summary Compensation Table Footnotes

(1)

Non-Equity Incentive Plan Compensation: Amounts for the cash earned under the annual incentive plans. For a description of the plans see “Compensation Discussion and Analysis.” The aggregate awards earned for ~~2019~~2021 were ~~between 47.2% and 55.6%~~160% of 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 $ 234,706 $ 76,862 $ 311,568
Hare 81,080 38,001 119,081
Burdette 81,080 37,631 118,711
Clary 77,880 43,800 121,680
Gill 57,787 26,250 84,037

	Corporate Performance ($)		Individual Performance ($)		Total Annual Incentive Award ($)
Smith	$	966,000	$	138,000	$	1,104,000
Burdette		432,250		61,750		494,000
Hare		382,200		54,600		436,800
Clary		325,080		46,440		371,520
Gill		325,080		46,440		371,520

232022 Proxy Statement | 25

EXECUTIVE COMPENSATION

(2)

Stock Awards: These amounts are the full value of the grants on ~~January 31, 2019,~~ the date the grants were ~~made.~~made, as determined in accordance with ASC Topic 718. The full grant date value is calculated using the number of awards multiplied by ~~$20.27,~~ the closing price of our stock on the date of grant. All the grants were made on January 21, 2020, except for 5,000 of time-based restricted units granted to Mr. Burdette on March 1, 2021. Awards containing a performance-based vesting condition are included based on achieving target performance. The amounts reported for these awards may not represent the amounts the individuals will actually realize, as 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 ~~2019~~2021 equity awards. The value of the performance shares shown as earned was calculated using the number of shares earned under the EBITDA grant multiplied by the share price on the date of grant. ~~No shares~~The EBITDA and Sales performance grants were earned ~~under~~at the ~~sales award.~~

maximum thresholds.

	Components of Annual Stock Awards								Additional Information						Components of Annual Stock Awards								Additional Information
	Value of Time-based shares ($)		Value of Performance Shares - Target ($)				Total		Value of Performance Shares – at Maximum ($)				Value of Performance Shares – Earned ($)		Value of Time-based shares ($)		Value of Performance Shares - Target ($)				Total		Value of Performance Shares – at Maximum and Earned($)
	Value of Time-based shares ($)		EBITDA		Sales		Total		EBITDA		Sales		EBITDA		Value of Time-based shares ($)		EBITDA		Sales		Total		EBITDA		Sales

Smith	$	59,073	$	372,160	$	159,497	$	590,730	$	651,280	$	191,397	$	172,682	$	218,443	$	699,016	$	174,754		1,092,213	$	1,223.278	$	218,443
Burdette																280,341		184,317		46,079		510,738		322,555		57,599
Hare		81,276		132,751		56,894		270,921		232,315		68,272		61,597		103,163		192,570		48,143		343,875		336,998		60,178
Burdette		81,276		132,751		56,894		270,921		232,315		68,272		61,597
Clary		70,277		114,785		49,193		234,255		200,874		59,032		53,260		82,366		153,794		38,449		274,609		269,140		48,061
Gill		69,258		72,721		31,166		173,145		127,262		37,399		33,742		82,366		153,794		38,449		274,609		269,140		48,061

(3)

Change in Pension Value: Represents the aggregate change in the actuarial present value of accumulated benefits under the SERP for the applicable year. These amounts were determined using interest rate and mortality rate assumptions consistent with those used in Note 12 10 Benefit Plans to our ~~2019~~2021 consolidated financial statements, which are included in our Form 10-K for the year ended December 31, ~~2019.~~2021. Year-over-year changes in pension value for the SERP generally are driven due to changes in actuarial pension assumptions as benefit amounts under the SERP were frozen when the pension plan was terminated in 2014. The SERP monthly benefits are actuarially increased if commencement of such benefits begins after normal retirement age if elected by the participant prior to the SERP being frozen. For 2021, the change in pension value includes the impact of 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, 2020 and December 31, 2019, 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 and 2019 for affected participants. The change in pension value for Mr. Smith was substantially higher than 2020 and 2019 primarily due to the impact of the late retirement factors under the SERP due to commencement of his SERP benefits after normal retirement age. For the following NEOs, the higher discount rates resulted in a total decrease in their pension values as follows: Mr. Burdette - $12,241, Mr. Clary - $17,397, and Mr. Gill - $7,037. Mr. Hare joined the company in 2017 and has no benefits under the SERP.

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~~Pre-Approval Policies and Procedures.~~ 2022 Proxy Statement | 39The 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.

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*** 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~~ ~~13, 2020~~
		~~Date:May 15, 2020~~ ~~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 share sin 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:~~

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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 May 3, 2020 to facilitate timely delivery.

2021.

- 2022 Proxy Statement | Appendix A~~How To Vote -~~

~~Please Choose One~~

APPENDIX B — AUDIT COMMITTEE CHARTER

I. PURPOSE

The primary function of the ~~Following Voting Methods~~Audit Committee (the “Committee”) is to represent and assist the board in fulfilling its oversight responsibilities for: (1) the integrity of the Company’s financial statements and other financial information provided to any governmental body, the Company’s shareholders or the public; (2) The appropriateness of the Company’s accounting policies (3) The performance of the Company’s internal audit function, (4) The selection, qualifications, independence and performance of the Company’s independent auditors and (5) The Company’s compliance with legal and regulatory requirements.

II. MEMBERSHIP

The Committee will consist of three or more directors as determined and appointed by the Board. Each of these directors shall be independent in accordance with New York Stock Exchange rules (“NYSE Rules”), the Company’s corporate governance guidelines and applicable Securities and Exchange Commission rules (“SEC Rules”) applicable to audit committee members.

2.	No Committee member may receive any compensation from the Company other than compensation as a director except as permitted by the NYSE Rules and SEC Rules.

All Committee members must be financially literate as required by the NYSE Rules or become financially literate within a reasonable period of time after his or her appointment to the Committee. At least one member of the Committee must have accounting or related financial management expertise as required by the NYSE Rules and as such qualification is interpreted by the Board in its business judgment. In addition, at least one member of the Committee must be an “audit committee financial expert” as defined in the SEC Rules.

Committee members shall not simultaneously serve on the audit committees of more than two other public companies. If any Committee member simultaneously serves on the audit committee of more than three public companies (including the Committee), the Board must determine that such simultaneous service will not impair the ability of such member to serve effectively on the Committee

5.	Committee members may be removed by a majority of the board at any time, with or without cause.

III. MEETINGS

1.	The Committee will meet at least quarterly and at such other times as determined by the Chair of the Committee or a majority of the Committee members.

The Board may appoint a Chair of the Committee. The Chair will preside, when present, at all meetings of the Committee. A majority of the members shall constitute a quorum for the transaction of business. A majority of the members present at any meeting at which a quorum is present may act on behalf of the Committee. The Committee may meet by audio or videoconference and may take action by written consent.

3.	As part of its responsibility to foster open and candid communications the Committee will meet with management, the director of the internal audit department and the independent auditors in separate executive sessions.

4.	The Committee will report its activities and findings to the Board on a regular basis.

2022 Proxy Statement | Appendix B

IV. RESPONSIBILITIES AND DUTIES

The specific duties and responsibilities of the Committee include:

A.	Financial Statement and Disclosure Matters

Review and discuss the annual audited financial statements, including the Company’s disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” with management and the independent auditors prior to filing or distribution of the Company’s Annual Report on Form 10-K (or the annual report to shareholders if distributed prior to the filing of Form 10-K). Recommend to the full Board whether such financial statements should be included in the Company’s Annual Report on Form 10-K.

Annually obtain from the independent auditors and review a report that sets forth: (i) all critical accounting policies and practices used by the Company; (ii) analysis setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including all alternative accounting treatments of financial information within generally accepted accounting principles (“GAAP”) related to material items that have been discussed with management, including the ramifications of using such alternative treatments and disclosures and the treatment preferred by the independent auditor; and (iii) major issues as to the adequacy of the Company’s internal controls and any specific remedial actions adopted in light of material control deficiencies and (iv) other material written communication between the independent auditor and management.

Meet quarterly with management and the independent auditors to discuss audited financial statements, including footnotes, the unaudited quarterly financial results, and the quarterly financial statements prior to filing or distribution, including in each case a review of the Company’s disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

4.	Discuss with the Chief Financial Officer or other appropriate officer as to any unusual deviations from prior practice that were included in the preparation of the annual or quarterly financial results.

Review and discuss (i) the type and presentation of information to be included in press releases of unaudited interim and annual financial results, including the use of “pro forma” or “adjusted” non-GAAP information, before their release to the public, and (ii) financial information and earnings guidance provided to analysts and ratings agencies.

Review and discuss (i) any major issues regarding accounting principles and financial statement presentations, including any significant changes in the Company’s selection or application of accounting principles and (ii) the effects of significant regulatory, accounting and auditing initiatives, including new pronouncements, as well as off-balance sheet structures on the Company’s financial statements.

7.	Discuss policies with respect to risk assessment and risk management, including the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures.

8.	In addition to the foregoing meetings, meet separately, periodically, with management, with internal auditors and with the independent auditors.

2022 Proxy Statement | Appendix B

~~Vote In Person:~~ ~~Many stockholder meetings have attendance requirements including,~~9.

After the close of each fiscal year but ~~not limited~~prior to the ~~possession~~Company’s annual meeting of ~~an attendance ticket issued~~shareholders, as well as on any other occasion where the Committee deems it advisable or prudent, report to and review with the full Board any issues that arise with respect to the quality or integrity of the Company’s publicly reported financial statements, the Company’s compliance with legal and regulatory requirements, the performance and independence of the independent auditors, the performance of the internal audit function, or such other information as it deems appropriate to report concerning the Committee’s activities.

B.	Independent Auditors

1.	Be directly responsible for the appointment, approving the compensation, retention, and termination of the independent auditor.

2.	Review and approve the terms of the engagement of the independent auditor, including the scope of their audit, proposed fees and personnel qualifications.

3.	Be directly responsible for the oversight of the work of the independent auditor, including resolution of disagreements between management and the auditor regarding financial reporting.

Approve in advance any permissible audit and non-audit services and fees provided by the ~~entity holding~~independent auditor and shall not engage the ~~meeting. Please check~~independent auditor to perform the ~~meeting materials~~specific non-audit services proscribed by law or regulation. The Committee may delegate pre‑approval authority to the chairman of the Committee. The decisions of the chairman to whom pre-approval authority is delegated must be presented to the Committee at its next scheduled meeting.

5.	Periodically review information from the independent auditor regarding the independent auditor’s qualifications, independence and performance.

a.	receive from the independent auditors annually, a formal written statement delineating the relationships between the auditors and the Company consistent with Public Company Accounting Oversight Board (“PCAOB”) Rules;

b.	discuss with the independent auditors the scope of any such disclosed relationships and their impact or potential impact on the independent auditors’ independence and objectivity; and;

c.	recommend that the board take appropriate action in response to the independent auditors’ report to satisfy itself of the auditor’s independence.

Require the rotation of the lead audit partner of the independent audit firm every five years, with a two-year timeout provision. The Committee shall establish when the five‑year limit will be reached for the current lead audit partner. At least one year prior to that time, the Committee shall discuss transition plans for the new lead audit partner. The five-year limit will be reviewed annually with the independent auditor.

7.	Set clear hiring policies for employees or former employees of the independent auditor that meets the SEC regulations and stock exchange listing standards.

8.	Receive and review required communications from the independent auditor, including the independent auditor’s report concerning:

a.	critical accounting policies and practices to be used;

all alternative treatments of financial information within GAAP for policies and practices related to material items that have been discussed with management, including ramifications of the use of such alternative disclosures and treatments and the treatment preferred by the independent auditor, and

c.	other material written communications between the independent auditor and management, such as any ~~special requirements for meeting attendance.~~ management letter or schedule of unadjusted differences.

2022 Proxy Statement | Appendix B

9.	At least annually, receive and review the ~~meeting, you will need~~independent auditor’s report on:

a.	the independent auditor’s internal quality control procedures.

any material issues raised by the most recent internal quality control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the firm, and any steps taken to ~~request a ballot~~deal with any such issues.

C.	Internal Audit

1.	Review the objectivity, organization structure, staff qualifications and responsibilities of the internal audit department.

2.	Approve the Internal Audit Charter, which defines the purpose, authority and responsibilities of the Company's internal audit function.

3.	Review the objectives, activities, organizational structure, qualifications, staffing and budget of the internal audit department.

4.	Review the significant reported issues to ~~vote these shares.~~management prepared by the internal audit function and the management responses to such issues/recommendations.

5.	Review and approve the annual Internal Audit Risk Assessment and Audit Plan and any subsequent changes.

~~Vote By Internet:~~ ~~To vote now by Internet, go to~~ ~~www.proxyvote.com. Have the information that is printed~~

6.	Review and concur in the ~~box marked~~appointment and replacement of the head of internal audit.

D.	Risk Management and Oversight

1.	Review, at least annually, the Company’s risk assessment and risk management policies and procedures, including its major financial risk exposures and the steps management has taken to monitor and control such exposures.

2.	Review and discuss, at least annually, the company’s information security and technology risks, including the company’s information security and cybersecurity and risk management programs related to information security and cybersecurity.

E.	Compliance and Legal Matters

1.	Review with the appropriate members of management the Company’s compliance program, material litigation and other legal matters as appropriate.

2.	Review at least annually the Company’s Code of Conduct to ensure that it is adequate and up to date as it relates to financial responsibility.

3.	Establish and review periodically procedures for:

a.	receipt, retention and treatment of complaints regarding the Company’s accounting, internal accounting controls and auditing matters

b.	employees to submit confidentially and anonymously concerns regarding questionable accounting and auditing matters.

Discuss with management and the independent auditor any correspondence from or with regulators or governmental agencies, any employee complaints and any published reports that raise material issues regarding the Company’s financial statements, internal control over financial reporting, accounting policies or internal audit function.

2022 Proxy Statement | Appendix B

V. GENERAL PROVISIONS

1.	The Committee shall be empowered to investigate any matter brought to its attention with full access to all books, records, facilities, and personnel of the Company and have the authority to engage independent counsel and other advisers as it determines necessary to carry out its duties.

2.	The Committee shall receive appropriate funding from the Company, as determined by the ~~arrow~~ à ~~[xxxxxxxxx] available~~Committee, for payment of compensation to any such counsel and ~~follow~~advisor.

The Committee may exercise such additional powers and duties as may be reasonable, necessary or desirable, in the ~~instructions.~~

~~Vote By Mail:~~ ~~You can vote by mail by requesting a paper copy~~Board’s or the Committee’s discretion, to fulfill its duties under this Charter and applicable law. For example, the Committee may conduct or authorize, if it considers appropriate, special reviews and investigations into any matters within the scope of ~~the materials, which will include a proxy card.~~

its responsibilities.

4.	The Committee shall conduct an annual performance assessment on the Committee in conjunction with the NCG Committee, the results of which shall be reported to the full board by the NCG Committee.

5.	The Committee shall review and reassess its charter in conjunction with the NCG Committee and recommend any proposed changes to the full board for approval.

2022 Proxy Statement | Appendix B

~~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.~~

~~2. Ratification of the Appointment of Grant Thornton LLP as Independent Auditor for 2020.~~

~~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 Dukes02) G. Thomas Hough~~

~~The Board of Directors recommends a vote FOR the following proposal.~~

~~2. Ratification of the Appointment of Grant Thornton LLP as Independent Auditor for 2020.~~

P R O X Y	~~HAVERTY FURNITURE COMPANIES, INC.~~ ~~COMMON STOCK~~ ~~Proxy Solicited on Behalf of the Board of Directors for~~ ~~Annual Meeting of Stockholders to be held May 15, 2020~~

	By signing this proxy you appoint Richard B. Hare, Jenny H. Parker and Belinda J. Clements, or any 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 15, 2020, 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 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.~~

~~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.~~

~~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 Common Stock~~
~~01) L. Allison Dukes~~		~~02) G. Thomas Hough~~

~~The Board of Directors recommends a vote FOR the following proposal.~~
~~2. Ratification of the Appointment of Grant Thornton~~ ~~LLP as Independent Auditor for 2020.~~		~~ForAgainst 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~~

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 15, 2020~~

	By signing this proxy you appoint Richard B. Hare, Jenny H. Parker and Belinda J. Clements, or any 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 15, 2020, 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.~~

~~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. 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. Glover~~		~~04) Vicki R. Palmer~~
~~02) Rawson Haverty, Jr.~~		~~05) Clarence H. Smith~~
~~03) Mylle H. Mangum~~		~~06) 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 2020.~~		~~ForAgainst 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. [ ]~~

Check the appropriate box:
□	Preliminary Proxy Statement
□	CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
☑	Definitive Proxy Statement
□	Definitive Additional Materials
□	Soliciting Material Under Rule 14a-12

Payment of Filing Fee (Check the appropriate box):
☑	No fee required.
□	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1) Title of each class of securities to which transaction applies:
	(2) Aggregate number of securities to which transaction applies:
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□	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11 (a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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DATE: ~~Friday,~~Monday, May ~~15, 2020~~9, 2022		ITEMS OF BUSINESS: 1. Election of directors: Holders of Class A Common Stock to elect six directors. Holders of Common Stock to elect two directors. 2.Advisory Vote on Executive Compensation 2.3. Ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for ~~2020.~~ 2022. 3.4. Transact such other business as may properly come before the annual meeting or any adjournments.
TIME: 10:00 a.m.
PLACE: Marriott SpringHill Suites 120 East Redwood Street Baltimore, Maryland 21202
RECORD DATE: March ~~13, 2020~~11, 2022 If you are a holder of record of Common or Class A Common Stock at the close of business on March ~~13, 2020,~~11, 2022, then you are entitled to receive notice of and to vote at the meeting.


Internet: Visit - www.proxyvote.com.*	Telephone Call - 1-800-690-6903*	Vote by mail. Sign, date and return your proxy card or voting instruction form.
*You will need the 11-digit control number included in your proxy card, voting instructions form or notice.

What am I voting on?	✔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 two directors for a one-year term.
Voting recommendation:	✔Our board of directors recommends a vote “For” each of the director nominees.

TABLE OF CONTENTS

Our Board of Directors
Proposal 1. Election of Directors Nominees for Election by Holders of Class A Common Stock	23
Nominees for Election by Holders of Common Stock	5	4
Corporate Governance
Board Leadership	6	5
~~Risk Oversight~~	5
Committees of the Board	6	6
Board of Directors Oversight Roles	~~Attendance~~8	6
~~Director Compensation~~	7
~~Director Compensation Table~~	7
~~Corporate~~ Governance Guidelines and Policies	9	8
~~Certain Relationships~~Director Compensation	12
Compensation Discussion and ~~Related Transactions~~Analysis
Recap of 2021 NEO Compensation Program	~~Related Party Transaction Policy~~16
11Executive Compensation Components	18
Compensation Committee Report	24
Executive Compensation
Summary Compensation Table	25
Grants of Plan Based Awards Table	27
Outstanding Equity Awards at Fiscal Year-End Table	28
Option Exercises and Stock Vested Table	29
Non-Qualified Deferred Compensation Plans	30
Pension Benefits and Retirement Plans	31
2021 Potential Payments upon Termination or Change in Control	31
CEO Pay Ratio Information	34
Proposal 2: Advisory Vote on Executive Compensation	35
Equity Compensation Plan Information	36
Audit Committee Report	37
~~Compensation Committee Interlocks and Insider Participation~~Proposal 3: Ratification of the Appointment of our Independent Registered Public Accounting Firm	11 40
Ownership of Securities
Ownership by our Principal Stockholders	41
Ownership by our Directors and Management	42	12
~~Ownership by our Principal Stockholders~~	13
~~Compensation Discussion and Analysis~~
~~Role of the NCG Committee~~	14
~~Recap of 2019 Compensation Program~~	15
~~Executive Compensation Framework~~	16
~~Executive Compensation Components~~	17
~~How We Make Compensation Decisions~~	20
~~NCG Committee Report~~	22
~~Executive Compensation~~
~~Summary Compensation Table~~	23
~~Grants of Plan Based Awards Table~~	25
~~Outstanding Equity Awards at Fiscal Year-End Table~~	26
~~Option Exercises and Stock Vested Table~~	27
~~Non-Qualified Deferred Compensation Plans~~	28
~~Pension Benefits and Retirement Plans Table~~	29
~~2019 Potential Payments upon Termination or Change in Control~~	29
~~Stock Ownership Guidelines~~	32
~~CEO Pay Ratio Information~~	32
~~Equity Compensation Plan Information~~	33
~~Audit Committee Report~~	34
~~Proposal 2: Ratification of the Appointment of our Independent Auditor~~	36
Information about our Annual Meeting	43	37
Stockholder Proposals for ~~2021~~2023 Meeting	45	39
Available Information	46	39
Other Business	46	40

GAAP to Non-GAAP ~~Information~~Reconciliation	Appendix A
Audit Committee Charter	Appendix B

	~~Class A Common Stock~~ ~~Nominees~~						~~Common Stock Nominees~~
	~~Glover~~	~~Haverty~~	~~Mangum~~	~~Palmer~~	~~Smith~~	~~Trujillo~~	~~Dukes~~	~~Hough~~
~~Current/Former CEO~~			✔		✔	✔
~~Public~~ Board ~~Experience~~	✔	✔	✔	✔	✔	✔	✔	✔
~~Finance~~	✔		✔	✔	✔	✔	✔	✔
~~Risk Assessment~~	✔	✔	✔	✔	✔	✔	✔	✔
~~Consumer Focused~~		✔	✔	✔	✔		✔	✔
~~Marketing/Brand Building~~		✔	✔	✔	✔
~~Sales~~			✔		✔	✔	✔	✔Matrix

	Class A Common Stock Nominees						Common Stock Nominees
EXPERIENCE	Haverty	Mangum	Palmer	Schiller	Smith	Trujillo	Dukes	Hough
Current/Former CEO		✔		✔	✔	✔
Public Board Experience	✔	✔	✔		✔	✔	✔	✔
Finance		✔	✔		✔	✔	✔	✔
Risk Assessment	✔	✔	✔	✔	✔	✔	✔	✔
Consumer Focused	✔	✔	✔	✔	✔		✔	✔
Marketing/Brand Building	✔	✔	✔	✔	✔
Sales		✔		✔	✔	✔	✔	✔
Independent	✔	✔	✔	✔		✔	✔	✔
TENURE/AGE/GENDER/DIVERSITY
Years on the Board	30	23	20	2	33	18	6	4
Age	65	73	68	51	71	62	47	67
Gender	M	F	F	M	M	M	F	M
Gender/Race/Ethnicity/Nationality		✔	✔			✔	✔


Current/Former CEO	Public Board ~~Exerience~~Experience	Finance	Risk Assessment	Consumer Focused	Marketing/ Brand Building	Sales

	~~John T. Glover~~ ~~Age 73~~	~~Independent Director since 1996~~ ~~Lead Director since 2017~~
~~Principal Occupation:~~ Retired, Vice Chairman of Post Properties, Inc., a real estate investment trust that developed and operated upscale multifamily apartment communities, from March 2000 to February 2003; President of Post Properties, Inc. from 1994 to 2000. Post Properties, Inc. was acquired in 2016 by Mid-America Apartment Communities, Inc. ~~Directorships:~~ ~~Emory Healthcare Inc., Trustee Emeritus of Emory University, and Trustee Emeritus of The Lovett School.~~ ~~Experience:~~
	Rawson Haverty, Jr.Management Director since 1992 Age 6365 Principal Occupation: Senior Vice President, Real Estate and Development of Havertys since 1998. Over 3537 years with Havertys in various positions. Directorships: Chick-Fil-A Foundation, Akola ~~Project, StarPound Technologies,~~PBC, Southface Institute, and a member of the Advisory Board of the Center for Ethics at Emory University. Experience:
	Mylle H. MangumIndependent Director since 1999 Age 7173 Principal Occupation: Chief Executive Officer of IBT Holdings, 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. Former director of PRGX Global, Inc., which merged with Ardian in March 2021. Experience:

	Derek G. Schiller Independent Director since 2020 Age 51 Principal Occupation: President and Chief Executive Officer of the Atlanta Braves, a Major League Baseball Club, since March 2018. President of Business for the Braves from March 2016 to March 2018; Executive Vice President of Sales and Marketing from August 2007 to March 2016 for the Braves. Directorships: Board Member of the Metro Atlanta Chamber of Commerce, the Atlanta Convention and Visitors Bureau, the Atlanta Sports Council, and the Jack and Jill Late-Stage Cancer Foundation. Experience:
	Clarence H. Smith Age 6971	Management Director since 1989 Chairman of the board since 2012
	Principal Occupation: ~~President and~~ Chief Executive Officer of Havertys since 2003. President and Chief Executive Officer from 2003 until March 2021. Over 4547 years with Havertys in various positions. Directorships: Oxford Industries, Inc. and member of the Board of Trustees of Marist School. Experience:
	Al Trujillo Independent Director since 2003 Age 6062 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 1996 until 2007.~~ Directorships: Member of the Board of Trustees of Marist ~~School and former~~School. Former director of SCANA ~~Corporation. SCANA~~ Corporation, which was acquired by Dominion Energy in 2018. Experience:
Clarence H. Smith and Rawson Haverty, Jr. are first cousins and officers of Havertys.

Name, Meetings and Members		Principal Functions
Audit Committee Meetings: 4 Al Trujillo – Chair ~~John Glover~~ Tom Hough Vicki 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”).		• ~~Discusses the integrity~~Provides oversight of the ~~company’s accounting policies, internal controls, financial reporting, practices~~systems and procedures relating to the financial statements, ~~with management, the independent auditors~~financial reporting process, systems of internal accounting and ~~internal audit.~~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 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 team, and the independent auditor in separate executive sessions. • ~~Other matters~~Performs other functions as the board deems appropriate.

Name, Meetings and Members		Principal Functions
NCG Committee Meetings: 2 Actions by Unanimous Consent: 1 Mylle Mangum – Chair ~~John Glover~~ Allison Dukes Derek 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 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.
Executive Committee Meetings: 0 Actions by Unanimous Consent: 1 Independent Members: ~~John Glover –~~Tom Hough - Chair Mylle Mangum Al Trujillo Management Member: Clarence 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.

~~Type of Fee~~		~~Amounts~~
~~Annual Board Retainer (1/3 cash - 2/3 stock)~~		~~$ 81,000~~
~~Additional Annual Retainer to Lead Director~~		~~$ 12,000~~
~~Additional Annual Retainer to Chair of Audit and NCG Committee~~		~~$ 10,000~~

	Retainer Fees
Name	Fees Earned or Paid in Cash ($)		Fees Earned or Paid in Stock ($)		Total ($)		Stock Grant ($)		Total Compensation ($)
Allison Dukes	$	27,000	$	54,000	$	81,000	$	20,000	$	101,000
John Glover		39,000		54,000		93,000		20,000		113,000
Tom Hough⁽¹⁾		27,000		54,000		81,000		15,285		96,285
Mylle Mangum		37,000		54,000		91,000		20,000		111,000
Vicki Palmer		27,000		54,000		81,000		20,000		101,000
Al Trujillo		37,000		54,000		91,000		20,000		111,000

~~✔ Allison Dukes~~		~~✔ Mylle Mangum~~
~~✔ John Glover~~		~~✔ Vicki Palmer~~
~~✔ Tom Hough~~		~~✔ Al Trujillo~~

	Common Stock						Class A Common Stock
	Shares Beneficially Owned⁽¹⁾			Percent of Class⁽²⁾			Shares Beneficially Owned			Percent of Class⁽³⁾

Steven G. Burdette		7,736			*			28,530			1.86	%
J. Edward Clary		71,867			*			—			—
L. Allison Dukes		12,107			*			—			—
John L. Gill		8,621			*			7,500			*
John T. Glover		76,494			*			—			—
Richard B. Hare		5,774			*			—			—
Rawson Haverty, Jr.		10,086	⁽⁴⁾		*			264,755	⁽⁵⁾⁽⁶⁾		17.29	%
G. Thomas Hough		10,758			*			—			—
Mylle H. Mangum		54,890			*			—			—
Vicki R. Palmer		44,529			*			—			—
Clarence H. Smith		74,105	⁽⁷⁾⁽⁸⁾		*			717,483	^(9)(10)		46.85	%
Al Trujillo		55,190			*			—			—
Directors and Executive Officers as a group (16 persons)		500,485			2.87	%		1,018,268			66.49	%

	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 52^nd Street, New York, NY		2,971,542	⁽³⁾		17.02	%		—			—
Dimensional Fund Advisors LP 6300 Bee Cave Road, Building One, Austin, TX		1,589,260	⁽⁴⁾		9.10	%		—			—
Renaissance Technologies LLC 800 Third Avenue, New York, NY		1,406,300	⁽⁵⁾		8.05	%		—			—
The Burton Partnership, LP 614 W. Bay Street, Tampa, FL		1,228,255	⁽⁶⁾		7.03	%		—			—
The Vanguard Group 100 Vanguard Blvd., Malvern, PA		1,148,164	⁽⁷⁾		6.58	%		—			—
LSV Asset Management, 155 N. Wacker Drive, Suite 4600, Chicago, IL		1,038,716	⁽⁸⁾		5.95	%		—			—
Villa Clare Partners, L.P. 158 West Wesley Road, Atlanta, GA		*			*			603,497	⁽⁹⁾		39.41	%
Rawson Haverty, Jr. 780 Johnson Ferry Road, NE, Atlanta, GA		*			*			264,755	^(10)(11)		17.29	%
Clarence H. Smith 780 Johnson Ferry Road, NE, Atlanta, GA		*			*			113,986	⁽¹²⁾		7.44	%

	Q-1				Q-2				Q-3				Q-4			Annual
$	7,700,000			$	8,600,000			$	12,300,000			$	12,400,000			$	41,000,000

~~COMPENSATION DISCUSSION AND ANALYSIS~~ Position	Guidelines
Chief Executive Officer	6.0x salary or 135,000 shares
President	4.0x or 65,000 shares
Executive Vice President	3.0x salary or 40,000 shares
Senior Vice President	2.0x salary or 25,000 shares

	401(k) Plan Match^(a)		Deferred Compensation Plan Contribution^(b)		Other^(c)		Total

Smith	$	11,200	$	25,634	$	13,905	$	50,738
Hare		11,200		—		13,249		24,449
Burdette		11,200		8,411		11,774		31,385
Clary		11,200		8,186		14,351		33,737

				Estimated Possible Payouts Under Non-Equity Incentive Plan Awards ($)(2)						Estimated Possible Payouts Under Equity Incentive Plan Awards (#)(3)(4)
Name																							Award Type(1)	Grant and NCG Committee Approval Date	Estimated Possible Payouts Under Non-Equity Incentive Plan Awards ($)(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)
Name	Name	Award Type(1)	Grant and NCG Committee Approval Date	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)		Award Type(1)	Grant and NCG Committee Approval Date	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)
Smith	Smith	ACMIP-I	1/31/2019	$	16,896	$	528,000	$	924,000		—		—		—		—			—		—	ACMIP-I	1/21/2021	19,872	552,000	966,000	—	—	—	—	—	—
		ACMIP-II	1/31/2019		—		132,000		132,000		—		—		—		—			—		—	ACMIP-II	1/21/2021	—	138,000	138,000	—	—	—	—	—	—
		PRSU	1/31/2019		—		—		—		7,308		18,270		31,973		—		$	20.37	$	372,160	PRSU	1/21/2021	—	—	—	8,538	21,344	37,352	—	$32.75	$699,016
		PRSU.1	1/31/2019		—		—		—		3,132		7,830		9,396		—			20.37		159,497	PRSU.1	1/21/2021	—	—	—	2,134	5,336	6,670	—	32.75	174,754
		RSU	1/31/2019		—		—		—		—		—		—		2,900			20.37		59,073	RSU	1/21/2021	—	—	—	—	—	—	6,670	32.75	218,443
Hare		ACMIP-I	1/31/2019		5,837		182,400		319,200		—		—		—		—			—		—
Burdette																							ACMIP-I	1/21/2021	8,892	247,000	432,250	—	—	—	—	—	—
		ACMIP-II	1/31/2019		—		45,600		45,600		—		—		—		—	—		—		—	ACMIP-II	1/21/2021	—	61,750	61,750	—	—	—	—	—	—
		PRSU	1/31/2019		—		—		—		2,607		6,517		11,405		—	2		20.37		132,751	PRSU	1/21/2021	—	—	—	2,251	5,628	9,849	—	32.75	184,317
		PRSU.1	1/31/2019		—		—		—		1,117		2,793		3,352		—			20.37		56,893	PRSU.1	1/21/2021	—	—	—	563	1,407	1,759	—	32.75	46,079
		RSU	1/31/2019		—		—		—		—		—		—		3,990			20.37		81,276	RSU	1/21/2021	—	—	—	—	—	—	3,015	32.75	98,742
Burdette		ACMIP-I	1/31/2019		5,837		182,400		319,200		—		—		—		—			—		—
																							RSU	3/01/2021	—	—	—	—	—	—	5,000	36.32	181,600
Hare																							ACMIP-I	1/21/2021	7,862	218,400	382,200	—	—	—	—	—	—
		ACMIP-II	1/31/2019		—		45,600		45,600		—		—		—		—			—		—	ACMIP-II	1/21/2021	—	54,600	54,600	—	—	—	—	—	—
		PRSU	1/31/2019		—		—		—		2,607		6,517		11,405		—			20.37		132,751	PRSU	1/21/2021	—	—	—	2,352	5,880	10,290	—	32.75	192,570
		PRSU.1	1/31/2019		—		—		—		1,117		2,793		3,352		—			20.37		56,893	PRSU.1	1/21/2021	—	—	—	588	1,470	1,838	—	32.75	48,143
		RSU	1/31/2019		—		—		—		—		—		—		3,990			20.37		81,276	RSU	1/21/2021	—	—	—	—	—	—	3,150	32.75	103,162
Clary	Clary	ACMIP-I	1/31/2019		5,606		175,200		306,600		—		—		—		—			—		—	ACMIP-I	1/21/2021	6,687	185,760	325,080	—	—	—	—	—	—
		ACMIP-II	1/31/2019		—		43,800		43,800		—		—		—		—			—		—	ACMIP-II	1/21/2021	—	46,440	46,440	—	—	—	—	—	—
		PRSU	1/31/2019		—		—		—		2,254		5,635		9,861		—			20.37		114,785	PRSU	1/21/2021	—	—	—	1,878	4,696	8,218	—	32.75	153,794
		PRSU.1	1/31/2019		—		—		—		966		2,415		2,898		—			20.37		49,194	PRSU.1	1/21/2021	—	—	—	470	1,174	1,468	—	32.75	38,449
		RSU	1/31/2019		—		—		—		—		—		—		3,450			20.37		70,277	RSU	1/21/2021	—	—	—	—	—	—	2,515	32.75	82,366
Gill	Gill	ACMIP-I	1/31/2019		4,160		130,000		227,500		—		—		—		—			—		—	ACMIP-I	1/21/2021	6,687	185,760	325,080	—	—	—	—	—	—
		ACMIP-II	1/31/2019		—		32,500		32,500		—		—		—		—			—		—	ACMIP-II	1/21/2021	—	46,440	46,440	—	—	—	—	—	—
		PRSU	1/31/2019		—		—		—		1,428		3,570		6,248		—			20.37		72,721	PRSU	1/21/2021	—	—	—	1,878	4,696	8,218	—	32.75	153,794
		PRSU.1	1/31/2019		—		—		—		612		1,530		1,836		—			20.37		31,166	PRSU.1	1/21/2021	—	—	—	470	1,174	1,468	—	32.75	38,449
		RSU	1/31/2019		—		—		—		—		—		—		3,400			20.37		69,258	RSU	1/21/2021	—	—	—	—	—	—	2,515	32.75	82,366

(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
(2)	The ~~2019~~2021 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 grant is based on ~~2019~~2021 adjusted EBITDA as discussed above. The number of shares actually achieved were ~~46.4%~~175% of the target and are shown as outstanding awards on page ~~26.~~28.
(4)	The PRSU.1 grant is based on a sales target for ~~2019.~~2021. The ~~2019~~number of shares actually achieved were 125% of the target ~~was not achieved,~~ and ~~no shares were earned.~~are shown as outstanding awards on page 28.
(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.

			Stock Awards									Stock Awards
Name	Name	Date Awarded	Number of Shares of Stock That Have Not Vested(#)		Market Value of Shares of Stock that Have Not Vested ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units, That Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, That Have Not Vested ($)		Date Awarded	Number of Shares of Stock That Have Not Vested(#)	Market Value of Shares of Stock that Have Not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares That Have Not Vested(#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares That Have Not Vested($)
Smith	Smith	1/30/17⁽³⁾		14,384		289,981					1/30/18⁽¹⁾	645	19,718
		1/30/17⁽²⁾		—		—		1,650		33,264	1/30/19⁽³⁾	8,477	259,142
		1/30/18⁽⁴⁾		14,352		289,336					1/30/19⁽¹⁾	1,450	44,327
		1/30/18⁽¹⁾		1,935		39,010					1/23/20⁽⁴⁾	44,800	1,369,536
		1/30/19⁽⁵⁾		8,477		170,896					1/23/20⁽⁵⁾	7,680	234,778
		1/30/19⁽⁶⁾		—		—					1/23/20⁽²⁾	5,280	161,410
		1/30/19⁽¹⁾		2,900		58,464					1/21/21⁽²⁾	6,670	203,902
Hare		5/04/17⁽¹⁾		2,198		44,312
											1/21/21⁽⁶⁾	37,352	1,141,851
											1/21/21⁽⁷⁾	6,670	203,902
Burdette											1/30/18⁽¹⁾	847	25,893
		5/04/17⁽³⁾		4,106		82,777					1/31/19⁽³⁾	3,024	92,444
		1/30/18⁽⁴⁾		4,889		98,562					1/31/19⁽¹⁾	1,995	60,987
		1/30/18⁽¹⁾		2,542		51,247					1/23/20⁽⁴⁾	13,377	408,935
		1/31/19⁽⁵⁾		3,024		60,964					1/23/20⁽⁵⁾	2,293	70,097
		1/31/19⁽⁶⁾		—		—					1/23/20⁽²⁾	2,703	82,631
		1/31/19⁽¹⁾		3,990		80,438					1/21/21⁽²⁾	3,015	92,169
Burdette		1/26/16⁽¹⁾		1,329		26,793
											1/21/21⁽⁶⁾	9,849	301,084
											1/21/21⁽⁷⁾	1,759	53,773
											5/01/21⁽²⁾	5,000	152,850
Hare											1/30/18⁽¹⁾	847	25,893
											1/31/19⁽³⁾	3,024	92,444
		1/30/17⁽¹⁾		2,625		52,920					1/31/19⁽¹⁾	1,995	60,987
		1/30/17⁽³⁾		4,903		98,844					1/23/20⁽⁴⁾	13,377	408,935
		1/30/18⁽⁴⁾		4,889		98,562					1/23/20⁽⁵⁾	2,293	70,097
		1/30/18⁽¹⁾		2,542		51,247					1/23/20⁽²⁾	2,703	82,631
		1/31/19⁽⁵⁾		3,024		60,964					1/23/21⁽²⁾	3,150	96,296
		1/31/19⁽⁶⁾		—		—					1/21/21⁽⁶⁾	10,290	314,565
		1/31/19⁽¹⁾		3,990		80,438					1/21/21⁽⁷⁾	1,838	56,188
Clary	Clary	1/26/16⁽¹⁾		1,275		25,704					1/30/18⁽¹⁾	765	23,386
		1/30/17⁽¹⁾		2,500		50,400					1/31/19⁽³⁾	2,615	79,941
		1/30/17⁽³⁾		4,670		94,147					1/31/19⁽¹⁾	1,725	52,733
		1/30/18⁽⁴⁾		4,413		88,966					1/23/20⁽⁴⁾	11,025	337,034
		1/30/18⁽¹⁾		2,295		46,267					1/23/20⁽⁵⁾	1,890	57,777
		1/31/19⁽⁵⁾		2,615		52,718					1/23/20⁽²⁾	2,227	68,079
		1/31/19⁽⁶⁾		—		—					1/21/21⁽²⁾	2,515	76,884
		1/31/19⁽¹⁾		3,450		69,552					1/21/21⁽⁶⁾	8,218	251,224
											1/21/21⁽⁷⁾	1,468	44,877
Gill	Gill	1/26/16⁽¹⁾		520		10,483					1/30/18⁽¹⁾	500	15,285
		1/30/17⁽¹⁾		1,000		20,160					1/31/19⁽³⁾	1,656	50,624
		1/30/17⁽³⁾		1,868		37,659					1/31/19⁽¹⁾	1,700	51,969
		1/30/18⁽⁴⁾		1,854		37,377					1/23/20⁽⁴⁾	11,025	337,034
		1/30/18⁽¹⁾		1,500		30,240					1/23/20⁽⁵⁾	1,890	57,777
		1/31/19⁽⁵⁾		1,656		33,385					1/23/20⁽²⁾	2,227	68,079
		1/31/19⁽⁶⁾		—		—					1/21/21⁽²⁾	2,515	76,884
		1/31/19⁽¹⁾		3,400		68,544					1/21/21⁽⁶⁾	8,218	251,224
											1/21/21⁽⁷⁾	1,468	44,877

Award Information	Award Information	Vesting Rate	Vesting Dates	Conditions	Award Information	Vesting Rate	Vesting Dates	Conditions
(1)	Restricted Stock Units	25% per year	May 8 each year beginning year following grant date	Continued employment through vesting date.	Restricted Stock Units	25% per year	May 8 each year beginning year following grant date	Continued employment through vesting date.
(2)	Performance Restricted Stock Units	25% per year	May 8 each year beginning year following grant date	Contingent upon achieving certain level of annual net sales in each of four years.	Restricted Stock Units	one-third per year	May 8 each year beginning year following grant date	Continued employment through vesting date.
(3)	Performance Restricted Stock Units	100%	February 28, 2020	Based on 2017 EBITDA shares achieved at 93.4% of target.	Performance Restricted Stock Units	100%	February 28, 2022	Based on 2019 EBITDA, shares achieved at 46.4% of target.
(4)	Performance Restricted Stock Units	100%	February 28, 2021	Based on 2018 EBITDA, shares achieved at 88.3% of target.	Performance Restricted Stock Units	100%	February 28, 2023	Based on 2020 EBITDA, shares achieved at 175% of target.
(5)	Performance Restricted Stock Units	100%	February 28, 2022	Based on 2019 EBITDA, shares achieved at 46.4% of target.	Performance Restricted Stock Units	100%	February 28, 2023	Based on 2020 comparable store sales, shares achieved at 120% of target.
(6)	Performance Restricted Stock Units	100%	February 28, 2022	Based on 2019 comparable store sales, no shares were earned.	Performance Restricted Stock Units	100%	February 28, 2024	Based on 2021 EBITDA, shares achieved at 175% of target.
(7)					Performance Restricted Stock Units	100%	February 28, 2024	Based on 2021 consolidated sales, shares achieved at 125% of target.

	Option and SSARs Awards				Stock Awards				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)		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		22,000	$	49,500		18,176	$	430,779		—		—		18,442	$	709,829
Steve Burdette										—		—		9,438		388,955
Richard Hare		—		—		1,947		36,136		—		—		9,225		379,023
Steve Burdette		—		—		10,260		222,993
Ed Clary		12,500	$	28,125		9,755		212,297		—		—		8,438		347,304
John Gill		—		—		4,718		100,314		—		—		4,852		206,856

Name	SSARs Awards (#)		Stock Awards (#)
Smith		1,326		9,932
Hare		—		1,068
Burdette		—		5,809
Clary		784		5,524
Gill		—		2,686

Name	Net Shares Received (#)
Smith		10,077
Burdette		5,344
Hare		5,038
Clary		1,838
Gill		2,758

Name	Aggregate Earnings (Loss) in 2019 ($)		Aggregate Balance at Last FYE ($)		Aggregate Earnings (Loss) in 2021 ($)		Aggregate Withdrawals/Distributions in 2021 ($)		Aggregate Balance at Last FYE ($)
Clarence Smith	$	214,534	$	1,124,293	$	289,646	$	607,596	$	403,370
Ed Clary		92,523		453,273		143,192		—		626,277

Name	Executive Contributions in 2019 ($)(1)		Company Contributions for 2019 ($)(2)		Aggregate Earnings (Loss) in 2019 ($)(3)		Aggregate Withdrawals/ Distributions in 2019 ($)		Aggregate Balance at Last FYE ($)(4)		Executive Contributions in 2021 ($)(1)		Company Contributions for 2021 ($)(2)		Aggregate Earnings (Loss) in 2021 ($)(3)		Aggregate Withdrawals/ Distributions in 2021 ($)		Aggregate Balance at Last FYE ($)(4)
Clarence Smith	$	266,892	$	25,634	$	504,912	$	—	$	3,023,351	$	353,050	$	40,642	$	544,389		—	$	4,470,071
Steve Burdette												169,429		15,422		49,534	$	62,443		359,174
Richard Hare		179,470		—		21,093		—		200,563		—		—		28,552		—		255,530
Steve Burdette		55,245		8,411		30,550		62,073		150,635
Ed Clary		52,169		8,186		88,131		—		403,279		313		—		152,853		—		672,529

Name	Plan Name	Number of Years Credited Service (#)		Present Value of Accumulated Benefit ($)		Payments during last fiscal year ($)		Plan Name	Number of Years Credited Service (#)		Present Value of Accumulated Benefit ($)		Payments during last fiscal year ($)
Clarence Smith	SERP		40		481,343		—	SERP		40	$	701,291		—
Steve Burdette	SERP		32		312,419		—	SERP		32		356,565		—
Ed Clary	SERP		25		484,048		—	SERP		25		550,690		—
John Gill	SERP		15		139,300		—	SERP		15		160,765		—

Name	Voluntary			Involuntary Not for Cause		For Cause		Change in Control No Termination		Involuntary for Good Reason/Not for Cause (CIC)		Death			Disability			Voluntary		Involuntary Not for Cause	For Cause	Change in Control No Termination	Involuntary for Good Reason/Not for Cause (CIC)	Death		Disability
Clarence Smith
Severance		—			—		—		—		2,174,548		—			—		—		—	—	—	$3,588,000	—		—
Healthcare and Other		—			—		—		—		13,000		—			—		—		—	—	—	37,071	—		—
Long-Term Incentive		—	⁽²⁾		—		—		880,952		880,952		880,952	⁽³⁾		880,952	⁽³⁾	—	⁽²⁾	—	—	$3,638,564	3,638,564	$3,638,564	⁽³⁾	$3,638,564	⁽³⁾
Retirement Plans⁽¹⁾		—			—		—		—		—		—			—		—		—	—	—	—	—		—
Richard Hare
Steve Burdette
Severance		—			—		—		—		1,082,981		—			—		—		—	—	—	1,938,000	—		—
Healthcare and Other		—			—		—		—		13,000		—			—		—		—	—	—	37,071	—		—
Long-Term Incentive		—			—		—		418,300		418,300		418,300	⁽³⁾		418,300	⁽³⁾	—		—	—	1,340,861	1,340,861	1,340,861	⁽³⁾	1,340,861	⁽³⁾
Retirement Plans⁽¹⁾		—			—		—		—		—		—			—		—		—	—	—	—	—		—
Steve Burdette
Richard Hare
Severance		—			—		—		—		1,061,912		—			—		—		—	—	—	1,713,600	—		—
Healthcare and Other		—			—		—		—		5,000		—			—		—		—	—	—	56,532	—		—
Long-Term Incentive		—			—		—		469,768		469,768		469,768	⁽³⁾		469,768	⁽³⁾	—		—	—	1,208,035	1,208,035	1,208,035	⁽³⁾	1,208,035	⁽³⁾
Retirement Plans⁽¹⁾		—			—		—		—		—		—			—		—		—	—	—	—	—		—
Ed Clary
Severance		—			—		—		—		1,040,877		—			—		—		—	—	—	1,517,040	—		—
Healthcare and Other		—			—		—		—		11,000		—			—		—		—	—	—	37,071	—		—
Long-Term Incentive		—			—		—		427,755		427,755		427,755	⁽³⁾		427,755	⁽³⁾	—		—	—	991,935	991,935	991,935	⁽³⁾	991,935	⁽³⁾
Retirement Plans⁽¹⁾		—			—		—		—		—		—			—		—		—	—	—	—	—		—
John Gill
Severance		—			—		—		—		937,155		—			—		—		—	—	—	1,517,040	—		—
Healthcare and Other		—			—		—		—		9,000		—			—		—		—	—	—	56,823	—		—
Long-Term Incentive		—			—		—		237,848		237,848		237,848			237,848		—		—	—	953,753	953,753	953,753	⁽³⁾	953,753	⁽³⁾
Retirement Plans⁽¹⁾		—			—		—		—		—		—			—		—		—	—	—	—	—		—

~~Position~~		~~Guidelines~~
~~Chief Executive Officer~~		~~3.0x salary or 85,000 shares~~
~~Executive Vice President~~		~~2.0x salary or 40,000 shares~~

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

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)			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⁾		378,978	⁽²⁾	$	21.32		632,771	⁽³⁾		606,898	⁽²⁾				1,499,700	⁽³⁾
Director Compensation Plan		111,752	⁽⁴⁾		—		145,452	⁽⁵⁾		123,679	⁽⁴⁾		—		97,128	⁽⁵⁾
Equity compensation plans not approved by stockholders		—			—		—			—			—		—
Total		490,730		$	21.32		778,223			730,577			—		1,596,828