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

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HAVERTY FURNITURE COMPANIES, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)

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780 Johnson Ferry Road, Suite 800
Atlanta, GAGeorgia 30342


NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS

NOTICE
DATE:
Monday, May 8, 2023
ITEMS OF 2018 ANNUAL MEETING OF STOCKHOLDERS

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

BUSINESS:
1.Election of Directors:
directors:
  Holders of Class A Common Stock
        to elect six directors.
  Holders of Common Stock
        to elect twothree directors.
2.
  Approval of Non-Employee Director Compensation Plan.
3.  Advisory Vote on Executive Compensation
4.Ratification of the appointment of Grant Thornton LLP as our independent auditor.
3.Transactregistered public accounting firm for 2023.
5.  Transact such other business as may properly come before the annual meeting or any adjournments.

The Board of Directors has fixed the close of business on March 9, 2018, as the record date for determining the stockholders entitled to notice of, and to vote at, the Annual Meeting or any adjournments thereof. Only holders of Common Stock and Class A Common Stock are entitled to vote.
If you are a holder of Common Stock or Class A Common Stock, a proxy card is enclosed. Please vote your proxy promptly by internet, telephone or by mail as directed on the proxy card in order that your stock may be voted at the Annual Meeting.
You may revoke the proxy at any time before it is voted by submitting a later dated proxy card or by subsequently voting via internet or telephone or by attending the Annual Meeting and voting in person.
March 28, 2018
By Order of the board of directors

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


TIME:
10:00 a.m.
 
Vote your shares onlinePLACE:
Courtyard Baltimore
Downtown/Inner Harbor
1000 Aliceanna Street
Baltimore, Maryland 21202
RECORD DATE:
March 10, 2023
If you are a holder of record of Common Stock or Class A Common Stock at www.proxyvote.com. the close of business on March 10, 2023, then you are entitled to receive notice of and to vote at the meeting.

PLEASE VOTE:
Please carefully review the proxy materials and follow the instructions to cast your vote in advance of the meeting.

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


As a stockholder, your vote is very important, and the company’s board of directors strongly encourages you to exercise your right to vote.

BY ORDER OF THE BOARD OF DIRECTORS

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

March 28, 2023
Atlanta, Georgia

NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDERS MEETING TO BE HELD ON MAY 7, 2018:  Important Notice Regarding the Availability of Proxy Materials for the
Annual Meeting of Stockholders to be held on May 8, 2023
The proxy statement and Havertys' Annual Report on Form 10-K for the 2017 fiscal year2022 are available at www.proxyvote.com. These materials are also availablewww.proxyvote.com
and on Havertys' Investor RelationsHavertys’ website at havertys.com under "Investor Information,"“Investor Relations” then "SEC Information."“Reports & Financials” and “SEC Filings.”




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
45
Corporate Governance
 
Board Leadership
56
Risk Oversight
5
Committees of the Board
6
Attendance
6
Director Compensation
7
Director Compensation Table
7
Corporate Guidelines and Policies
Board of Directors Oversight Roles		8
Certain RelationshipsGovernance Guidelines and Related Transactions
Policies		9
Director Compensation12
Proposal 2: Approval of Non-Employee Director Compensation Plan14
Compensation Discussion and Analysis 
Related Party Transaction Policy
Role of the NCG Committee		1017
Recap of 2022 NEO Compensation Program
18
Executive Compensation Components20
Compensation Committee Interlocks and Insider ParticipationReport1026
Ownership of Securities
Executive Compensation		 
Ownership of our Directors and Management
11
Ownership of our Principal Stockholders
12
Compensation Discussion and Analysis
Role of the Compensation Committee
13
Executive Compensation Framework
14
How We Make Compensation Decisions
15
Executive Compensation Components
18
Recap of 2017 Compensation Program
21
Compensation Committee Report
23
Executive Compensation
Summary Compensation Table
2427
Grants of Plan Based Awards Table
2529
Outstanding Equity Awards at Fiscal Year-End Table
2630
Option Exercises and Stock Vested Table
2731
Non-Qualified Deferred Compensation Plans
2832
Pension Benefits and Retirement Plans Table
2933
20172022 Potential Payments upon Termination or Change in Control
29
Stock Ownership Guidelines
33
CEO Pay Ratio Information
3336
Pay-versus-Performance
36
Proposal 3: Advisory Vote on Executive Compensation41
Equity Compensation Plan Information3442
Audit Committee Report43
Audit Matters
Audit Committee Report
36
Proposal 2:4: Ratification of the Appointment of our Independent AuditorRegistered
Public Accounting Firm
38
46
Ownership of Securities
Ownership by our Principal Stockholders47
Ownership by our Directors and Management48
Information about our Annual Meeting3949
Submission of Stockholder Proposals
for 2024 Meeting		4151
Available Information
4252
Other Business
4252
Non-Employee Director Compensation PlanAppendix A
GAAP to Non-GAAP ReconciliationAppendix B


2023 Proxy Statement | TOC


OUR BOARD OF DIRECTORS



The board of directors currentlyhas a rigorous process to ensure that the composition of directors is diverse, balanced and aligned with the evolving needs of the company. Currently the board consists of nine members.  One of our current directors, Mr. L. Phillip Humann, has reached the mandatory retirement age for directors under our Corporate Governance Guidelines and will not stand for re-election.  Accordingly, at this annual meeting, the slate of directors will be eight. The holders of Class A common stock will elect six directors and holders of common stock will elect twothree directors. Each elected director will hold office until the next annual meeting. The election of our directors requires a plurality of votes cast at the meeting by the holders of the respective classes of common stock.



Proposal 1: Election of Havertys Board of Directors



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


The nominees for election at the 20182023 annual meeting were approved for nominationrecommended by the Nominating, Compensation and Corporate Governance Committee (the "Governance Committee"“NCG Committee”) of the board. All of the nominees are currently directors of Havertys. We expect that each of the nominees will be available for election, but if any of them is unable to serve at the time the election occurs, it is intended that the proxies will vote for the election of another nominee to be designated by the GovernanceNCG Committee and the board.


Our board is a diverse, highly engaged group of individuals that provides strong, effective oversight of our Company.Havertys. Both individually and collectively, our directors have the qualifications, skills and experience needed to inform and oversee the Company'scompany’s long-term strategic growth priorities. The board believes that certain a variety and balance of perspectives on the board results in more thoughtful and robust deliberations, and ultimately, better decisions. Each director was nominated on the basis of the unique experience, background, qualifications, attributes and skills should be possessed by Havertys' board members because of their particular relevancethat he or she brings to the company's business and structure, and these were all considered byboard, as well as how those factors blend with those of the board in connection with this year's director nomination process.others on the board.


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

Class A Common Stock NomineesCommon Stock Nominees
GloverHavertyMangumPalmerSmithTrujilloDukesSchuermann
Current/Former CEO
✓✓✓✓✓
Consumer Focused  
✓✓✓✓✓✓
Corporate Finance and Reporting 
✓✓✓✓✓
Finance   
✓✓✓✓✓✓✓
Furniture Industry  
✓✓✓
Marketing/Brand Building
✓✓✓✓✓
Risk Assessment 
✓✓✓✓✓✓✓
Sales 
✓✓✓✓✓✓

2023 Proxy Statement | 1

Board Matrix

 
Class A Common Stock
 Nominees
 Common Stock Nominees
EXPERIENCEHavertyMangumPalmerSchillerSmithTrujillo CoteDukesHough

Current/Former CEO graphic
 ✔ ✔✔✔ 
 
✔
  
Public Board Experience  graphic
✔✔✔ ✔✔ 
 
✔
✔✔
Finance    graphic
 ✔✔ ✔✔ 
 
✔
✔✔
Risk Assessment graphic
✔✔✔✔✔✔ 
 
✔
✔✔
Consumer Focused graphic
✔✔✔✔✔   ✔✔
Marketing/Brand Buildinggraphic
✔✔✔✔✔     
Sales  graphic
 ✔ ✔✔✔  ✔✔
Independent ✔✔✔ ✔ 
 
✔
✔✔
TENURE/AGE/GENDER/DIVERSITY  
Years on the Board31242133419 175
Age667469527263 614868
GenderMFFMMM MFM
Gender/Race/Ethnicity/Nationality ✔✔  ✔  ✔ 

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            graphic        graphic

2023 Proxy Statement | 2
Experience and Skills Legend


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Current/Former CEOPublic Board ExperienceFinance
Risk
Assessment
Consumer Focused
Corporate Finance and Reporting
FinanceFurniture Industry
Marketing/
Brand Building
Risk ManagementSales

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


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Rawson Haverty, Jr.
Age 66
Non-Independent Non-Executive Director - elect
John T. Glover                                                                                          IndependentManagement Director since 1996
Age 71                                                                                                        Lead Director since 20171992
 
Principal Occupation: Retired Vice Chairman of Post Properties, Inc., a real estate investment trust that develops and operates upscale multifamily apartment communities, fromeffective March 2000 to February 2003; President of Post Properties, Inc. from 1994 to 2000.
Directorships: Member of the Board of Trustees of Emory University,
a Director of Emory Healthcare, Inc. and Trustee Emeritus of The Lovett School.
Experience:        
Rawson Haverty, Jr.                                                                                Management Director since 1992
Age 61
Principal Occupation: 31, 2023, former Senior Vice President, Real Estate and Development of Havertys since 1998. Over 3338 years with Havertys in various positions.

Directorships: StarPound Technologies and World Children's CenterChick-Fil-A Foundation, Akola PBC, Southface Institute, and a member of the Advisory Board of the Center for Ethics at Emory University.

Experience:      graphicgraphicgraphicgraphic


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Mylle H. Mangum
Age 74
Independent Director since 1999
Age 69
Principal Occupation: Chief Executive Officer of IBT Enterprises,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:          graphicgraphicgraphicgraphicgraphicgraphic graphic


2

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

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Vicki R. Palmer
Age 69

Independent Director since 2001
Age 64
 
Principal Occupation: Retired, former Executive Vice President, Financial Services and Administration for Coca‑Cola Enterprises Inc. from 2004 until 2009. Senior Vice President, Treasurer and Special Assistant to the CEO of Coca-Cola Enterprises Inc. from 1999 to 2004.

Directorships:  First Horizon National Corporation, Finance Chair of the Black Economic Alliance, member of the Buckhead Coalition, and a member of the Governing Board of Woodward Academy.

Experience: graphicgraphicgraphicgraphicgraphic



2023 Proxy Statement | 3
Proposal 1: Nominees for Election by Holders of Class A Common Stock

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Derek G. Schiller                           
Experience:            Age 52
 
Independent Director since 2020
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: graphicgraphicgraphicgraphicgraphic


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Clarence H. Smith
Age 72
Management Director since 1989
Age 67                                                                                                             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 4347 years with Havertys in various positions.

Directorships: Oxford Industries, Inc. and member of the Board of Trustees
of Marist School.
 
Experience:            graphic graphicgraphicgraphicgraphicgraphicgraphic
 

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Al Trujillo                                       
Age 63
 
Al Trujillo                                                                                                      Independent Director since 2003
Age 58
Principal Occupation: President and Chief Operating Officer of the Georgia Tech Foundation since 2013. Investment Funds Advisor from 2007 to 2013. Former President and Chief Executive Officer of Recall Corporation, a global information management company until 2007. Various positions with Brambles Industries, Ltd, parent company of Recall Corporation from 1996 until 2007.

Directorships: SCANA Corporation and a memberMember of the Board of Trustees
of Marist School. Former director of SCANA Corporation, which was acquired by Dominion Energy in 2018.

Experience:          graphicgraphicgraphicgraphicgraphic


Clarence H. Smith and Rawson Haverty, Jr. are first cousins and officers of Havertys.cousins.


3
2023 Proxy Statement | 4


Proposal 1:Nominees for Election by Holders of Common Stock

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Michael R. Cote                                      
Age 61
Independent Director since 2022
Principal Occupation: Retired, former CEO of Secureworks from 2002 to 2022 and chairman of the board from 2002 to 2011.

Directorships: Executive Chairman of the Board of Directors of Nitel, Inc., Member of the Board of Trustees of Children’s Healthcare of Atlanta, Palmetto Technology Group, the board of regents at Boston College, the advisory board of the Georgia Tech School of Cybersecurity and Privacy, and the board of trustees at Marist School.

Experience:graphicgraphicgraphicgraphic


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L. Allison Dukes
Age 48
Independent Director since 2016
Age 43
Principal Occupation: Senior Managing Director and Chief Financial Officer, Invesco Ltd. since August 2020. Deputy Chief Financial Officer, Invesco Ltd. from March 2020 to August 2020.  Former Chief Financial Officer for SunTrust Banks, Inc., from March 2018 until December 2019. Head of Commercial Banking for SunTrust Banks, Inc. from 2017 until 2018. President, Chairman and CEO of the Atlanta Division of SunTrust Banks, Inc. from 2015 until 2017.  Executive Vice President and Private Wealth Management Line of Business Executive from 2013 until 2014.  Chief Financial Officer of Consumer Banking and Private Wealth Management in 2012.  Balance Sheet Manager from 2010 until 2011 and Managing Director and Head of Syndicated Finance Originations at SunTrust Robinson Humphrey from 2008 until 2009.

Directorships: Member of the Executive Board of Trustees of Children’s Healthcare of Atlanta, Emory University; past chair of the board of Junior Achievement of Georgia and a member of the boards of Children's Healthcare of Atlanta, the Alliance Theater, the Atlanta History Center and a member of the Metro Atlanta Chamber of Commerce Executive Committee.Georgia.

Experience:       
graphic graphicgraphicgraphicgraphic


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G. Thomas Hough                                  
Fred L. Schuermann                                                                                    Independent Director since 2001
Age 71
Principal Occupation:  Retired, former President and Chief Executive Officer of LADD Furniture Inc. ("LADD") from 1996 until 2001.  Chairman of LADD from 1998 until 2000.
Experience:           
Retiring Director

68
 
L. Phillip Humann                                                                                       Independent Director since 19922018
Age 72                                                                                                         ChairmanLead Director since 2021
Principal Occupation: Retired, Americas Vice Chair of Ernst & Young LLP (“EY”).Vice Chair of Assurance Services of EY from 2009 to 2014.

Directorships: Equifax Inc. and a director/trustee of the board from 2010 to 2012
                                                                                                                     Lead Director from 2012 to 2017
Principal Occupation:  Retired, former ChairmanFederated Hermes Fund Family. Member of the BoardPresident’s Cabinet of SunTrust Bank,the University of Alabama. Former director of Publix Super Markets, Inc. ("SunTrust") from 1998 to 2008.  Chief Executive Officer of SunTrust from 1998 to 2007 and President from 1998 to 2004.2015 until 2020.

Directorships: Coca-Cola Enterprises Inc. and Equifax, Inc.
Experience:           graphicgraphicgraphicgraphic graphic




4
2023 Proxy Statement | 5

CORPORATE GOVERNANCE


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

Board Leadership

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


Chairman/CEO:We believe that having a combined chairman/CEO, independent chairs for each of our board committees, and an independent lead director helps provide strong, unified leadership for our management team and board of directors and is currently the right structure for our company. We have one individual who we believe is seen by employees, business partners, and stockholders as providing leadership for Havertys and we have experienced independent directors providing oversight of company operations.  Although the board believes that separate positions are not appropriate in the current circumstances, our Governance Guidelines do not establish this approach as policy. The board believes that it should have the flexibility to make these determinations at any given point based on what it considers is the appropriate leadership structure for Havertys at the time.


Lead Director:  Under Consistent with industry best practices, our Governance Guidelines, in the absence of an independent chairman, the independent directors select one independentlead director as the board's lead director.helps Havertys maintain a corporate governance structure with appropriate independence and balance. The lead director chairs the executive sessions of independent directors and facilitates communications between the chairman/CEO and other directors. OurThe lead director, helpscurrently Tom Hough, is elected by the Company maintain a corporate governance structure with appropriate independence and balance.  John Glover currently serves as lead director.

independent directors annually.
Risk Oversight

Inherent in the board's responsibilities is an understanding and oversight of the various risks facing the Company. Effective risk oversight is an important priority of the board. While the board has the ultimate oversight responsibility, various committees of the board assist the board and have specific areas of focus for risk management.  The board as a whole examines specific business risks, such as cyber security, in its regular meetings in addition to the reports from its committees.
Continuous oversight of overall risks, with emphasis on strategic risks, as well as operational and reputation risks.
Oversees the risk management process, with a focus on financial risk, internal controls and annual risk assessments with our internal auditors and other members of management.
Compensation policies, practices and incentive-related risks, organizational talent and culture, and management succession risks.
                             
Governance structure, board composition and compliance matters.
Responsible for the day-to-day managementCommittees of the risks facing the Company.
Board

5
CORPORATE GOVERNANCE
Committees of the Board

Our board had fourhas three standing committees in 2017:committees: Audit Committee, Compensation Committee, GovernanceNCG Committee and Executive Committee. The table below shows the current membership, (✓ indicates independent member), the principal functions and the number of meetings held in 2017:2022:


Name, Meetings and Members Principal Functions
Audit Committee
Meetings:  4
 
Independent Members:
✓Al Trujillo – Chair
✓ Allison DukesMike Cote
✓ John GloverTom Hough
✓Vicki Palmer
✓ Fred Schuermann
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”).
 
 
· Represents•Provides oversight of the systems and assists the board in fulfilling its oversight responsibilityprocedures relating to the qualityfinancial statements, financial reporting process, systems of internal accounting and integrity of our annual and interim external consolidated financial statements.controls.
· •Reviews and discusses with management the Company'scompany’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'scompany’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.
·

2023 Proxy Statement | 6
CORPORATE GOVERNANCE


Name, Meetings and Members
Principal Functions
NCG Committee
Meetings:  2
Actions by Unanimous Consent: 1
Mylle Mangum – Chair
Allison Dukes
Tom Hough
Derek Schiller
Al Trujillo
Each member has been designated by the board as "an audit committee financial expert" as defined by the Securities and Exchange Commission ("SEC") and meets the independence requirements of the New York Stock Exchange ("NYSE"),NYSE, SEC and our Governance Guidelines.
Guidelines as well as the enhanced standards for Compensation Committee
Meetings:  2 members in Rule 16b-3 promulgated under the Exchange Act.
 
Independent Members:
✓ Mylle Mangum – Chair
✓ John Glover
✓ Phil Humann
✓ Al Trujillo
 
 
· •Translates our compensation objectives into a compensation strategy that reinforces alignment of the interests of our executives with that of our stockholders.
· Succession planning.•Approves and evaluates the company’s director and executive officer compensation plans, policies and programs.
· Evaluates performance•Conducts an annual review and approves the compensation and benefitsevaluation of the chief executive officer and other executive officers.
· Reviews and administers our executives' compensation, equity-based compensation plans, and employee benefit plans.
· Each member meets the independence requirementsCEO’s performance in light of the NYSE, SECcompany’s goals and our Governance Guidelines.
Governance Committeeobjectives.
Meetings:  3
Independent Members:
✓ Fred Schuermann – Chair
✓ Vicki Palmer
· •Reviews and makes recommendations for composition and structure of the board and policies relating to the recruitment of new board members and nomination and reelection of existing board members.
· •Oversees director compensation.the compliance structure and programs with annual reviews of Havertys’ corporate governance documents.
· •Oversees the company’s ESG-related initiatives.
•Reviews and recommends corporate governance policies and issues.approves related person transactions in accordance with board practices.
· Each member meets the independence requirements of the NYSE, SEC and our Governance Guidelines.
Executive Committee
Meetings:  0
Actions by Unanimous Consent: 1
 
Independent Members:
✓ John Glover –Tom Hough - Chair
✓ Phil Humann
✓Mylle Mangum
✓Al Trujillo
Management MemberMember:
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.
· Not an independent committee however, the majority of the members are independent directors.



Attendance. During 2017,2022, the board met four times and the committees met as indicated in the table outlining committee members and functions. Board membersabove table. Each director attended at least 78%87% of allthe meetings of the board meetings and meetings of the committees on which theyhe or she served during 2017.2022.


We do not have a policy regarding director attendance at the annual meeting of stockholders. We have historically received proxies representing approximately 90% of eligible shares and had no stockholders in attendance at our annual meetings. No directors attended the 20172022 annual meeting, and none are expected to attend the 20182023 annual meeting.


62023 Proxy Statement | 7

CORPORATE GOVERNANCE

Board of Directors Oversight Roles

Director Compensation
Non-employee directors receive a combination of cash and stock-based compensation designed to attract and retain qualified candidatesStockholders elect our board to serve their long-term interests and to oversee management. Our board and its committees work closely with management to provide feedback from stockholders and oversight, review, and counsel related to long-term strategy, risks, and opportunities. Our board works with management to determine our mission and long-term strategy. It also oversees business affairs and integrity, risk management, CEO succession planning, and the annual CEO evaluation. Our board looks to the expertise of its committees to provide strategic oversight in their areas of focus. Examples of oversight areas are provided below.

Risk Oversight. Inherent in the board’s responsibilities are the understanding and oversight of the various risks facing the company. Effective risk oversight is an important priority of the board. The board exercises its oversight responsibility for risk both directly and through its committees which have specific areas of focus for risk management. The board as a whole examines specific business risks, such as those associated with our business model and innovation, supply chain, and cybersecurity, in its regular meetings in addition to the reports from its committees.

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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 board and further align their interest with that of our stockholders.  In setting director compensation, the Governance Committee, which is responsible for determining the type and amount of compensation for non-employee directors, considers among other things, the size and complexity of our operations and the time that directors spend fulfilling their duties to Havertys and our stockholders.
Retainer Fees. Non-employee directors receive an annual retainer, of which two-thirds is required to be paid in shares of common stock.  We do not pay meeting fees for attendance at board and committee meetings but attendance expenses are reimbursed.  The following is a schedule of current annual retainers for non-employee directors:

Type of FeeAmounts
Annual Board Retainer (1/3 cash - 2/3 stock)(1)
$ 75,000
Additional Annual Retainer to Lead Director$ 10,000
Additional Annual Retainer to Chair of Audit and Compensation Committee$ 10,000
Additional Annual Retainer to Chair of Governance Committee$   7,500
(1) In May 2018, the non-employee director annual retainer will increase to $81,000 of which $54,000 must be paid in common stock and the additional annual retainer to the lead director will increase to $12,000.
Directors' Deferred Compensation Plan.  Non-employee directors may elect to defer receiptkey elements of the cash or common stock paymentplan are reviewed by the board at each board meeting throughout the year.

Stockholder Engagement. We value stockholder views and insights and believe management has the primary responsibility for stockholder communications and engagement. The chairman and other members of their retainer,Havertys' senior management team communicate regularly with stockholders on a variety of topics throughout the year to address stockholders’ questions and may elect to defer 100% of their annual retainer fee in shares of common stock under the Directors' Deferred Compensation Plan ("Deferred Plan").  Under the Deferred Plan, deferred fees, plus any accrued interest (at a rate determined annually in accordance with the Deferred Plan which is not above market), shall be distributed in the future to a director in one lump sum or in no more than ten equal annual installments, or in accordance with the terms of the Deferred Plan. Three directors participated in the Deferred Plan in 2017seek input concerning company policies and two will participate in 2018.
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.  practices. The board has implemented stock ownership guidelines for non‑employee directors.  Each director is required to own or hold at least 20,000 shares ofreceives regular updates concerning stockholder feedback which cover topics including our stock. New directors have five years from date of their election to reach compliance. Currently, all non-employee directors meet, or are on track to meet, the stock ownership guidelines.strategy and performance, capital allocations and corporate governance matters.  


The following table sets forth information concerning total non-employee director compensation earned during 2017 by each director. Messrs. Haverty and Smith, as management directors, do not receive any compensation for serving on the board. See "Summary Compensation Table" regarding Mr. Smith since he is a Named Executive Officer ("NEO").  Mr. Haverty is also an executive officer, but not a NEO.

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

(1)  Mr. Humann elected to obtain his annual board retainer fees in all stock.
(2)  Mr. Humann will not be standing for reelection to the board in 2018.
72023 Proxy Statement | 8
CORPORATE GOVERNANCE


Oversight of ESG. Havertys’ board of directors believes the company’s business strategy and ESG strategy should be in alignment and focus on material risks and business drivers. The board has delegated oversight of certain ESG matters to its committees.
Governance Guidelines
Audit Committee: Consistent with its oversight of financial and Policiesother metrics, the Audit Committee is tasked with reviewing our ESG disclosures.

NCG Committee: ESG oversight related to compensation and human capital management is delegated to the NCG Committee. This includes reviewing Havertys’ culture and organization and the execution of ESG-related initiatives. The NCG Committee is also tasked with evaluating whether there is sufficient diversity on the board, including gender, racial and ethnic diversity, and overseeing our diversity and inclusion initiatives.

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

We began issuing a report in December 2021 containing disclosures on environmental, social, and governance factors that we consider relevant to our business. We update and share this important information and metrics related to our journey to reduce our environmental impact, strengthen our team and communities, and enhance our long-term, value-creating focus on sustainability.

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

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


Director Independence.Independence. Our Corporate Governance Guidelines state that a majority of the directors must be non-management directors who meet the "independence"“independence” requirements of the NYSE. The GovernanceNCG Committee conducts an annual review to determine the independence of each director based on the standards contained in our Governance Guidelines and NYSE corporate governance requirements. The board, based on the recommendation of the GovernanceNCG Committee and its review, has affirmed that each of the following non-employee directors is independent and has no material relationship with the Companycompany that could impair their independence.
✓  Allison Dukes
✓ Vicki Palmer
✓ John Glover
✓ Fred Schuermann
✓ Phil Humann
✓ Al Trujillo
✓ Mylle Mangum
independence: Mike Cote, Allison Dukes, Tom Hough, Mylle Mangum, Vicki Palmer, Derek Schiller, and Al Trujillo.
For more information regarding our policy on Transactions with Related Persons, please see page 1011 of this proxy statement.


Executive Sessions of Independent Directors.
2023 Proxy Statement | 9

CORPORATE GOVERNANCE

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

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

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

Board Tenure, Mandatory Retirement and Resignation from Board.As of the start of the 2023 board year, the average tenure of our independent directors is 11 years. Our independent directors are subject to a mandatory retirement age and cannot stand for re-election in the calendar year following their 7275ndth birthday. On the recommendation of the GovernanceNCG Committee, the board may waive this requirement on an annual basis. A director is also required to submit his or her resignation from the board to the GovernanceNCG Committee in the event that a director retires from or otherwise leaves his or her principal occupation or employment. The GovernanceNCG Committee can choose to accept or reject the resignation.

8

CORPORATE GOVERNANCE

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

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

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

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


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

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

2023 Proxy Statement | 10

CORPORATE GOVERNANCE

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


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






9
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Related Party Transaction Policy.

Our board has adopted a written policy for the review, approval or ratification of certain related party transactions. The term "related“related party transaction"transaction” is defined as any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which (1) the aggregate amount involved will exceed $120,000 in any calendar year,year; (2) we are a participant,participant; and (3) any related party of Havertys (such as an executive officer, director, nominee for election as a director or beneficial 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 GovernanceNCG Committee is best suited to review and approve related party transactions. The Governance Committee whenWhen reviewing the material facts of related party transactions the NCG Committee must take into account whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related party'sparty’s interest in the transaction.  Certain categories of transactions have standing pre-approval under the policy including: (1) certain transactions with another company in which the related party'sparty’s only relationship is as an employee (other than an executive officer), director or beneficial owner of less than 10% of that company'scompany’s stock; (2) certain transactions where the Related Person'srelated person’s interest arises solely from the ownership of our common stock and all holders of our common stock receive the same benefit on a pro rata basis (e.g. dividends, stock repurchases, rights of offerings); (3) certain banking relatedbanking-related services in which the terms of such transactions are generally the same or similar to accounts offered to others in the ordinary course of business; and (4) transactions made on the same or similar terms available to all of our employees.


During 2017,2022, there were no related party transactions requiring approval under the policy or disclosure in this proxy statement.


Compensation Committee Interlocks and Insider Participation.

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



Section 16(a) Beneficial Ownership Reporting Compliance

Delinquent 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.Reports. Based solely on our review of the copies of such formsreports 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, 2017.2022.


2023 Proxy Statement | 11

Where to find Corporate Governance InformationCORPORATE GOVERNANCE

Director Compensation


AllNon-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 corporate governance policies, includingstockholders. Messrs. Haverty and Smith, as management directors, did not receive any compensation for serving on the board during 2022. Mr. Haverty will be eligible to receive director compensation beginning with the 2023 board year. Compensation payable to the company’s non-employee directors is evaluated and determined by the NCG Committee and is then approved by the full board. The NCG Committee considers among other things, the size and complexity of 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 $40,000 

Director compensation is paid for the board committee charters, Code, Governance Guidelines, Director Communication Policyyear which begins on the day of our annual meeting of stockholders and other governance documentsterminates 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 availablepaid quarterly. The annual stock grant of fully vested common stock is paid on our websitethe first day of the board year. The NCG Committee approved an increase in the annual stock grant from $20,000 to $40,000 with the 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 payment of their compensation and may elect to defer 100% of their annual retainer fee in shares of common stock. Under the Deferred Plan, deferred fees, plus any accrued interest (at a rate determined annually in accordance with the Deferred Plan which is not above market), shall be distributed in the future to a director in one lump sum or in no more than ten equal annual installments, or in accordance with the terms of the Deferred Plan. Two directors elected to defer a portion of their 2022 compensation. There are five directors with balances in the Deferred Plan; four have elected to receive their payments at havertys.com.the end of their board service and one has elected to receive payments beginning in 2040.

10
2023 Proxy Statement | 12


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
CORPORATE GOVERNANCE


Ownership by our Directors and Management

2022 Non-management Director Compensation.The following table sets forth the amount of Havertys' common stock and Class A common stock beneficially ownedcompensation earned by each director, each named executive officer included in the Summary Compensation Table, and all currentour non-management directors and executive officers as a group as of February 22, 2018. Unless otherwise indicated, beneficial ownership is direct and the person shown has sole voting and investment power.   An asterisk indicates less than 1% of outstanding shares of that respective class.who served during 2022.


  Common Stock  Class A Common Stock 
  
Shares
Beneficially
Owned (1)
  
Acquirable
Within
60 Days (2)
  
Total
Beneficial
Ownership
  
Percent
of Class(3)
  
Shares
Beneficially
Owned
  
Percent of
Class(4)
 
                   
Steven G. Burdette  3,657   4,583   8,240   *   28,530   1.61%
J. Edward Clary  56,091   5,872   61,963   *   —   — 
L. Allison Dukes  4,661   —   4,661   *   —   — 
Richard D. Gallagher  12,730   4,459   17,189   *   25,000   1.41%
John T. Glover  68,108   —   68,108   *   —   — 
Richard B. Hare  —   —   —   *   —   — 
Rawson Haverty, Jr.  2,000
(5) 
  2,994   4,994   *   614,195
(6)(7)(8) 
  34.75%
L. Phillip Humann  131,391   —   131,391   *   —   — 
Mylle H. Mangum  42,413   —   42,413   *   —   — 
Vicki R. Palmer  37,608   —   37,608   *   —   — 
Clarence H. Smith  75,803
(9)(10) 
  15,965   91,768   *   692,483
(11)(12) 
  39.18%
Fred L. Schuermann  31,724   —   31,724   *   —   — 
Al Trujillo  49,307   —   49,307   *   —   — 
Directors and
Executive Officers as a group (16 persons)
  589,489   45,732   
635,221
   3.26%  1,360,208   76.97%
Director Fees Earned or Paid in Cash ($)  
Stock Awards
($)(1)
  Total ($) 
Mike Cote(2)
 $8,333  $15,000  $23,333 
Allison Dukes  50,000   83,333   133,333 
Tom Hough  62,000   83,333   145,333 
Mylle Mangum  60,000   83,333   143,333 
Vicki Palmer  50,000   83,333   133,333 
Derek Schiller  50,000   83,333   133,333 
Al Trujillo  60,000   83,333   143,333 
(1)This column also includes sharesRepresents the aggregate grant date total fair value of common stock beneficially owned under our directors' Deferred Planawards determined in accordance with FASB ASC Topic 718. The annual stock grant was increased to $40,000 from $20,000 for the following individuals:  Ms. Dukes – 1,953; Mr. Glover – 11,177; Mr. Humann – 75,296; Ms. Mangum – 42,413; Mr. Smith – 3,962; Mr. Schuermann – 31,721; and Mr. Trujillo – 31,282.board year beginning May 9, 2022. The table reflects the amounts earned or paid for the 2022 calendar year based on the fees for the respective periods.
(2)Represents sharesMr. Cote joined the board as of common stock that could be issued from the officers' vested SSARs with an exercise price of $18.14 and shares vesting on February 28, 2018.
(3)Based on 19,452,144 shares of our common stock outstanding on February 22, 2018 plus 53,557 shares that are subject to SSARs exercising or stock vesting within 60 days.
(4)Based on 1,767,296 shares of our Class A common stock outstanding on February 22, 2018.
(5)This amount is the 2,000 shares of common stock held in trust for the benefit of Mr. Haverty's minor children for which he is co‑trustee.
(6)Mr. Haverty has direct ownership of 82,331 shares of Class A common stock.  The beneficial ownership disclosed also includes 17,024 shares of Class A common stock held in trust for the benefit of Mr. Haverty's minor children for which he is co-trustee.
(7)This amount also includes shares held by H5, L.P. According to a Schedule 13D/A filed on January 3, 2018, H5, L.P. holds shared voting and dispositive power over 441,323 shares of Class A common stock.  Mr. Haverty is the manager of the Partnership's general partner, Pine Hill Associates, LLC.  Mr. Haverty disclaims beneficial ownership of these shares except to the extent of his partnership interest.
(8)This amount also includes 73,517 shares of Class A common stock held by the Mary E. Haverty Foundation, a charitable organization, for which Mr. Haverty has sole voting power through a revocable proxy granted to him by the Foundation.  Mr.  Haverty has no pecuniary interest in the shares of the Foundation and disclaims any beneficial ownership in the Foundation's shares.
(9)Mr. Smith has direct ownership of 34,302 shares of common stock.  The beneficial ownership disclosed includes 29,689 shares of common stock held by Mr. Smith's wife.
(10)This amount includes 7,850 shares of common stock held by a Georgia limited partnership in which Mr. Smith is a partner.  Mr. Smith disclaims beneficial ownership of these shares except to the extent of his pecuniary interest in the partnership.
(11)Mr. Smith has direct ownership of 87,036 shares of Class A common stock.  The beneficial ownership disclosed includes 1,950 shares of Class A common stock held by Mr. Smith's wife.
(12)The amount also includes share held by a partnership. According to a Schedule 13D 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.November 11, 2022.

11Other 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.
2023 Proxy Statement | 13

PROPOSAL 2:   APPROVAL OF NON-EMPLOYEE DIRECTOR COMPENSATION PLAN

Ownership byWhat am I voting on?
✓   Approval of our Non-Employee Director Compensation Plan.
Voting recommendation:
✓   OurPrincipal Stockholders board of directors recommends a vote “For” approval of the Non-Employee Director Compensation Plan.


The purpose of the Havertys' Non-Employee Director Compensation Plan has been to provide non-employee directors who contribute to Havertys' success with fair and competitive compensation, while ensuring that their compensation is closely aligned with stockholders' interest and the performance of the Company. Payment of the retainer is structured to provide compensation: in cash and shares of common stock; or 100% in shares of common stock; or with the ability to defer compensation.
Set forthThe current plan was approved by stockholders in 2006 and was amended and restated and approved by stockholders in 2016 (the “Prior Plan”). The Prior Plan provided 500,000 shares in 2006 for awards to be paid from shares held in Havertys’ treasury. There are currently 8,988 shares remaining for award in the table belowPrior Plan. The NCG Committee recommended, and the board adopted the Haverty Furniture Companies, Inc. Non-Employee Director Compensation Plan (the “Compensation Plan”). We are now seeking approval of the Compensation Plan by the stockholders, and if approved, the effective date will be May 8, 2023. The Compensation Plan, if approved, will replace the Prior Plan in its entirety, make available 500,000 shares for awards under the Compensation Plan from Havertys’ treasury, and no further awards shall be granted under the Prior Plan.

Information about the Compensation Plan
The following is information abouta general summary of the Compensation Plan and is qualified in its entirety by the full text of the Compensation Plan which is included in this proxy statement as Appendix A.  Capitalized terms not defined herein have the same meanings ascribed to such terms in the plan document.
Administration.  Subject to its terms, the Compensation Plan will be administered by the NCG Committee. The day-to-day administration of the Compensation Plan shall be administered by the Administrative Committee. The Administrative Committee will consist of the Chairman, CEO, Corporate Secretary, and such other senior officers as the CEO may designate.
Participants.  Each person who is a non-employee director of Havertys will be eligible to participate in the Compensation Plan.
Shares Available for the Plan. Subject to certain adjustments, the maximum number of shares held by persons we knowof the Company’s Common Stock which may awarded under the Compensation Plan is 500,000 shares. The shares to be beneficial ownersdelivered under the Compensation Plan will be made available from the shares of more than 5%Common Stock held in Havertys' treasury.
Compensation. The NCG Committee will establish from time to time, the amount of each director's compensation. For purposes of the issuedCompensation Plan, the term "compensation" means the director's annual retainer, annual stock grant, meeting fee (if applicable), committee fee or any other compensation paid to non-employee directors.  The Annual Retainer will consist of cash and outstandingHavertys’ Common Stock. The cash portion of our common stockthe Annual Retainer will be paid quarterly, and the shares of Havertys' Common Stock will be paid on the day of the annual meeting of stockholders (the “Annual Meeting”). A director may elect to receive 100% of his or Class A common stock.her Annual Retainer in

  Common Stock  Class A Common Stock 
Name and address of Beneficial Holder 
Shares
Beneficially
Owned
 
Percent
of Class(1)
  
Shares
Beneficially
Owned
  
Percent
of Class(2)
 
BlackRock, Inc.
55 East 52nd Street, New York, NY
 2,811,047
(3) 
 14.41%  —   — 
Dimensional Fund Advisors LP
6300 Bee Cave Road, Austin, TX
 1,647,551
(4) 
 8.45%  —   — 
Renaissance Technologies LLC
800 Third Avenue, New York, NY
 1,430,200
(5) 
 7.33%  —   — 
The Burton Partnership, LP
P.O. Box 4643, Jackson, WY
 1,228,255
(6) 
 6.30%  —   — 
LSV Asset Management,
   155 N. Wacker Drive, Suite 4600, Chicago, IL
 1,053,306
(7) 
 5.40%  —   — 
The Vanguard Group
100 Vanguard Blvd., Malvern, PA
 996,475
(8) 
 5.11%  —   — 
Royce & Associates, LLC
745 Fifth Avenue, New York, NY
 994,300
(9) 
 5.10%  —   — 
Villa Clare Partners, L.P.
158 West Wesley Road, Atlanta, GA
 *  *   603,497
(10) 
  34.15%
H5, L.P.
4414 Dunmore Road, NE, Marietta, GA
 *  *   441,323
(11) 
  24.97%
Rawson Haverty, Jr.
   780 Johnson Ferry Road, NE, Atlanta, GA
 *  *   155,848
(12)(13) 
  8.82%
Clarence H. Smith
   780 Johnson Ferry Road, NE, Atlanta, GA
 *  *   88,986
(14) 
  5.04%
2023 Proxy Statement | 14
(1)Based on 19,452,144 shares of our common stock outstanding on December 31, 2017 plus 53,557 shares that are subject to SSARs exercising or stock vesting within 60 days.
(2)Based on 1,767,296 shares of our Class A common stock outstanding on December 31, 2017.
(3)According to a Schedule 13G filed on January 19, 2018, BlackRock, Inc. holds sole voting power over 2,753,482 shares and sole dispositive power over 2,811,047 shares of common stock.
(4)According to a Schedule 13G filed on February 9, 2018, Dimensional Fund Advisors LP ("Dimensional") holds sole voting power over 1,591,004 shares and sole dispositive power over 1,647,551 shares of common stock. Dimensional is an investment advisor registered under Section 203 of the Investment Advisors Act of 1940 and furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as investment manager to certain other commingled group trusts and separate accounts (the "Funds"). Dimensional possesses investment and/or voting power over the shares held by the Funds. The shares are owned by the Funds and Dimensional disclaims beneficial ownership of these securities.
(5)According to a Scheduled 13G filed on February 14, 2018, Renaissance Technologies LLC holds sole voting and dispositive power over 1,430,000 shares of common stock.
(6)
According to a Schedule 13G filed on June 1, 2016, The Burton Partnership, LP, The Burton Partnership (QP), LP and
Donald W. Burton, General Partner holds sole voting and dispositive power over 1,228,255 shares of common stock.
(7)According to a Schedule 13G filed on February 13, 2018, LSV Asset Management holds sole voting power over 517,350 shares and sole dispositive power over 1,053,306 shares of common stock.
(8)According to a Schedule 13G filed on February 8, 2018, The Vanguard Group holds sole voting power over 20, 433 shares and sole dispositive power over 974,942 shares of common stock.
(9)According to a Schedule 13G filed on January 22, 2018, Royce & Associates, LP holds sole voting and dispositive power over 994,300 shares of common stock.
(10)According to a Schedule 13D/A filed on January 1, 2018, Villa Clare Partners, L.P. holds shared voting and dispositive power over 603,497 shares of Class A common stock. Clarence H. Smith is the manager of the Partnership's general partner, West Wesley Associates, LLC.  Mr. Smith disclaims beneficial ownership of these shares except to the extent of his partnership interest.
(11)According to a Schedule 13D/A filed on January 3, 2018, H5, L.P. holds shared voting and dispositive power over 441,323 shares of Class A common stock. Rawson Haverty, Jr. is the manager of the Partnership's general partner, Pine Hill Associates, LLC. Mr. Haverty disclaims beneficial ownership of these shares except to the extent of his partnership interest.
(12)Mr. Haverty has direct ownership of 82,331 shares of Class A common stock.  The beneficial ownership disclosed also includes 17,024 shares of Class A common stock held in trust for the benefit of Mr. Haverty's minor children for which he is co-trustee.
(13)This amount also includes 73,517 shares of Class A common stock held by the Mary E. Haverty Foundation, a charitable organization, for which Mr. Haverty has sole voting power through a revocable proxy granted to him by the Foundation.  Mr. Haverty has no pecuniary interest in the shares of the Foundation and disclaims any beneficial ownership in the Foundation's shares.
(14)Mr. Smith has direct ownership of 87,036 shares of Class A common stock.  The beneficial ownership disclosed includes 1,950 shares of Class A common stock held by Mr. Smith's wife.PROPOSAL 2:   APPROVAL OF NON-EMPLOYEE DIRECTOR COMPENSATION PLAN (continued)

shares of Havertys' Common Stock to be paid on the day the Annual Meeting. The annual stock grant will be made on the day of the Annual Meeting. A director may elect to defer receipt of his or her Compensation in accordance with the Director's Deferred Compensation Plan.

Termination and Amendment. The Compensation Plan shall remain in effect, subject to the right of the board to terminate the Plan, until the date immediately preceding the tenth anniversary of the Effective Date of the Compensation Plan. Subject to approval of the NCG Committee and the board, the Administrative Committee may from time to time make such amendments to the Compensation Plan as it may deem proper and in the best interest of Havertys; provided however stockholder approval will be required to the extent required by applicable law, regulation or stock exchange rule.

New Plan Benefits. Awards made under the Compensation Plan are made at the NCG Committee’s discretion. Accordingly, it is not possible to determine at this time the amounts of the awards that will be granted in the future under the Compensation Plan.

The board believes that approval of the Compensation Plan is in the best interests of Havertys and its stockholders because the Compensation Plan will enable Havertys to compensate directors who contribute to Havertys' success.

The affirmative vote of a majority of the votes cast on the proposal is required for approval of the proposal. Abstentions and broker non-votes are not counted as votes cast, and therefore do not affect the outcome of the proposal.

12
2023 Proxy Statement | 15

COMPENSATION DISCUSSION AND ANALYSIS
Introduction

The purpose of this Compensation Discussion and Analysis ("(“CD&A"&A”) is to provide stockholders with a description of our executive compensation philosophy, the material elements of the program and the policies and objectives which support the program. This CD&A provides information on the program for all Havertys'Havertys’ executive officers but focuses on the compensation of our named executive officers for 2017.2022. The individuals who were subject to the SEC Section 16 reporting requirements during 20172022 are referred to as the "executive“executive officers."” Our named executive officers (NEOs)(“NEOs”) for 2017 includes2022 consist of our CEO, two individuals that served as our CFO, during 2017, and our next threefour most highly-compensationhighly-compensated executive officers.officers, listed below:

NEO NameNEO Title
Clarence H. SmithChief Executive Officer
Steven G. BurdettePresident
Richard B. HareExecutive Vice President and Chief Financial Officer
J. Edward ClaryExecutive Vice President and Chief Information Officer
John L. GillExecutive Vice President, Merchandising
Rawson Haverty, Jr.(1)
Senior Vice President, Real Estate and Development, retired effective March 31, 2023
 WHERE TO FIND IT:(1)
 RoleMr. Haverty was no longer an executive officer as of March 31, 2023 but is included as an NEO in 2022 as the Compensation Committee13
 Executive Compensation Framework14
 How We Make Compensation Decisions15
 Executive Compensation Components18
 Recappayment for cancellation of 2017 NEO Compensation Program20his outstanding equity grants increased his total compensation. See page 23 of this CD&A for additional discussion.

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.

2022 Performance Highlights

In 2022 inflation and interest pressures and sporadic supply chain issues impacted sales and operations, however, the Company’s management team remained focused on the execution of our goals. This focus helped drive another record year of financial performance compared to the prior year’s record shattering results.


graphic


Strong and consistent financial performance.
Net sales of $1.05B, a 3.4% increase year-over-year, building on prior year’s 35% increase.
Share repurchases of $30.0M, quarterly dividends of $17.8M, and special cash dividend of $16.1M.
2023 Proxy Statement | 16

COMPENSATION DISCUSSION AND ANALYSIS

Role of the CompensationNCG Committee


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

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


✓✔Conducted an annual review of our compensation philosophy to ensure that it remains appropriate given strategic objectives;
✓✔Reviewed results from an annual review of compensation data related to our peers;
✓✔Reviewed and 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'sofficer’s performance, goal-setting, compensation level and other items deemed important by the CompensationNCG Committee; and
✓✔Reviewed succession planning with the CEO and in executive session of the board.



13
2023 Proxy Statement | 17

CD&ACOMPENSATION DISCUSSION AND ANALYSIS

ExecutiveRECAP OF 2022 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 18 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.
2022 Actions
•  Base salaries were increased in January 2022 by approximately 4.2% for the NEOs.
Cash Awards Under Management Incentive Plans
 (Variable “At Risk” Compensation)
Key Features
•  Individual MIP opportunities are expressed as a percentage of base salary and can vary for executives based on their positions. Target MIP award opportunities are generally established so that total annual cash compensation (base salary plus target MIPs) approximates the median of our peer group.
•  Performance-based cash incentive pay is comprised of two plans: MIP-I is tied to the company achieving certain pre-tax earnings levels during the year (80% of total target cash incentive pay) and MIP-II is based on successfully meeting individual performance goals (20% of total target cash incentive pay).
• The range of potential payout for actual results relative to these goals is zero to 175% of 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.
2022 Actions
•2022 performance resulted in total MIP-I earned at 108% of its target and MIP-II earned at 93% to 100% of its target for the NEOs. The Committee evaluated the continued impact of the pandemic on our business results and determined that these payouts appropriately reflected our strong performance and financial results achieved during 2022.
Long-Term Equity Incentive Compensation Framework
(Variable “At Risk” Compensation)
Key Features
•Awards granted annually with consideration of competitive market grant levels.
•Awards to NEOs are in the form of performance restricted stock units (PRSU) based on EBITDA and Sales, each measured over the performance period commencing January 1, 2022 and ending December 31, 2022, and in the form of time-based restricted stock units.
•Vesting: The PRSUs granted in 2022 that are earned will cliff vest in February 2025 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 three-year period. These grants are forfeitable upon termination of employment, except in the cases of death, disability, or normal retirement.
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.
2022 Actions
•80% of our CEO’s and 70% of our other NEO’s equity awards were granted as PRSUs, excepting Mr. Haverty at 60%. The PRSUs were tied 80% to EBITDA and 20% tied to Sales. Award sizes were determined in consideration of market levels, internal equity, and historical practices.
•2022 performance-based awards tied to EBITDA were earned at 104.3% of target and awards tied to Sales were earned at 101.7% of target. These earned performance-based awards will vest in February 2025.

2023 Proxy Statement | 18

COMPENSATION DISCUSSION AND ANALYSIS

The Company'scompany’s executive compensation framework includes the following, each of which the CompensationNCG Committee believes reinforces its philosophy and objectives.

What We Do:
✓
✓Pay-for-performance. A significant percentage of targeted annual compensation is delivered in the form of variable compensation that is connected to actual performance. For 2017,2022, variable compensation comprised approximately 63%73% of the targeted annual compensation for the chief executive officer and, on average, 55%57% of the targeted annual compensation for the other named executive officers.
✓
✓Provide competitive target pay opportunities. We annually benchmarkevaluate our target and actual compensation levels and relative proportions of the types of compensation against our peer group. We use informed judgment in special cases in order to offer the compensation appropriate to motivate and attract highly talented individuals to enable our long-term growth.
✓
✓Linkage betweenAlign performance measures to a mix of key strategic and strategicoperating objectives. Performance measures for incentive compensation are linked to both strategic and operating objectives designed to create long-term stockholder value and to hold executives accountable for their individual performance and the performance of the Company.company.
✓
✓Future pay opportunity important componentLink compensation to future stock performance. In 2017,2022, all of the long-term incentive awards delivered to our named executive officers were in the form of equity-based compensation. For 2017, long-term2022, long‑term equity compensation comprised approximately 26%45% of the targeted annual compensation for the chief executive officer and 28%27% to 32% of the targeted annual compensation for the other named executive officers.
✓
✓Mix of performance metrics.Retain an outside compensation consultant. The Company utilizes a mix of performance metrics that emphasize links between incentive compensation and the Company's strategic operating plan and financial results.
✓Outside compensation consultant.  The CompensationNCG Committee retains an independent compensation consultant to review the Company'scompany’s executive compensation program and practices.
✓
✓MaximumEstablish maximum payout caps for annual cash incentive compensation and PSUs.
Performance Restricted Stock Units (PRSUs).
✓
✓"Clawback"Maintain a “Clawback” Policy. The Companycompany 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.
✓
✓StockRequire meaningful stock ownership. Per our stock ownership guidelines.  Ourguidelines, our chief executive officer is required to have qualified holdings equal to the lesser of a multiple of threesix times his base salary or 85,000135,000 shares. Our CEO'sCEO’s qualified holdings were 187,784approximately 271,000 shares at December 31, 2017.2022. The other named executive officers are requiredalso subject to have qualified holdings equal to the lesser of a multiple of two times their base salary or 40,000 shares. Our other named executive officers', excluding Mr. Hare, qualifiedownership guidelines. Their holdings ranged from 50,651 sharesapproximately 48,000 to 73,65873,000 shares at December 31, 2017.  2022.New officers have threefive years to meet required ownership guidelines.
✓
✓Mitigate undue risk-taking in compensation programs. Our compensation programs for our executive officers contain features that are designed to mitigate undue risk-taking by our executives.
✓
✓"Double trigger" in the event ofRequire a “double trigger” for change-in-control.  In the event of a change-in-control,in-control severance benefits are payable only upon a "double trigger."to be payable.



What We Don’t Do:
x
What We Don't Do:
ûNo 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
ûProhibition against margins,margin loans, pledging, and hedging or similar transactions of Companycompany securities by senior executives and directors.
x
ûNo dividends or dividend equivalents are accrued or paid on unvested and/or unexercised awards.
x
ûNo change-in-control tax gross ups. We do not provide change-in-control tax gross ups.
x
ûNo significant perquisites. We do not provide our employees, including our NEOs, with significant perquisites.

14

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CD&ACOMPENSATION 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 2022 was allocated between performance-based and fixed components, how performance-based compensation is allocated between annual and long-term incentive components and how total compensation is allocated between cash and equity components. The company strives to structure various elements of these program components so that a large portion of executive compensation is directly linked to advancing the company’s financial performance and the interest of stockholders. These percentages are based on annualized total target compensation values and do not necessarily correspond to, and are not a substitute for, the values disclosed in the “Summary 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.


graphic                   graphic

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.
2023 Proxy Statement | 20

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.  

Management Incentive Plans Cash Award.Our compensation philosophy connects our executives’ potential annual cash earnings to performance. Our Long-Term Incentive Plan for 2022 provides for the payment of cash under two plans (the “MIPs”). The Committee approved the MIP designs and targets in January 2022 as part of the annual compensation setting process. The target cash incentive amount for the combined MIPs as a percent of base salary ranged from 100% for Mr. Smith, 70% for Mr. Burdette, 65% for Mr. Hare, 60% for Messrs. Clary and Gill and 50% for Mr. Haverty. 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. Consistent with our historical approach, MIP-I includes quarterly pre-tax earnings goals to reflect the pace of our business as well as an annual objective, which is more heavily weighted (at 60% of the plan) than the individual quarters. The MIP-I targets were set in January 2022. The MIP-I provided for a 40% target payout to be earned once 70% of the goal was met, and a maximum payout of 175% of target for performance at or above 125% of the goal, and interpolation for performance between these levels.

MIP-I Goal and Earned 
(in millions) Q1  Q2  Q3  Q4  Annual  Total 
MIP-I Weighting  8%  10%  10%  12%  60%  100%
MIP-I Pre-Tax Earnings Goal $21.2  $29.5  $30.6  $35.3  $116.6     
2022 Pre-Tax Earnings $25.7  $28.7  $32.6  $32.5  $119.5     
% of Goal Achieved  121%  97%  107%  92%  102%    
Target % Achieved  163%  94%  121%  84%  106%    
% of MIP-I Earned  13%  9%  12%  10%  64%  108%

The Committee reviewed the payout results of 108% of target based on the company’s 2022 pre‑tax earnings performance. The overall payout resulted from payouts for our financial results in each quarter as well as the annual component of MIP-I.

The MIP-II design supports individual goals with payout ranging from 0% to 100% of target. The Committee reviewed each NEO’s performance relative to their MIP-II goals and determined that the individual goal payouts under the MIP-II for the NEOs were: Messrs. Smith, Hare, Clary and Gill at 100%; Mr. Burdette at 95%; and Mr. Haverty at 93%.

The combination of the approved MIP-I and MIP-II payouts resulted in a total average MIP payout of 106% of target for the NEOs.

See the “Summary Compensation Table,” which shows the actual non-equity incentive plan compensation paid to our named executive officers for our 2022 performance.


2023 Proxy Statement | 21
COMPENSATION DISCUSSION AND ANALYSIS

Long-Term Equity Incentive Compensation.Our executives receive long-term equity incentive compensation intended to link their compensation to the company’s long-term financial success.  All equity awards for our executives are approved by the Committee and the 2022 annual equity award grants were set at its meeting in January 2022. The 2022 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 2022 the target equity compensation was approximately 36% of total target compensation.

The graphs below highlight the mix of the types of equity awards granted in 2022.

graphic            graphic


The EBITDA-based PRSU grants use adjusted EBITDA as the performance measure to determine the number of shares that will vest, measured over a performance period commencing January 1, 2022 and ending December 31, 2022. The 2022 EBITDA target was $132.9 million, exclusive of adjustments to eliminate unusual or non-recurring items, with a range from a threshold of $93.0 million that would earn 40% of the target shares to a maximum of $166.1 million that would earn 175% of the target shares.

EBITDA for 2022 was calculated at $134.8 million, resulting in 104.3% of the target number of shares being earned.* The shares will cliff vest in February 2025.

The Sales-based PRSU grants use net sales to determine the number of shares that will vest, measured over a performance period commencing January 1, 2022, and ending December 31, 2022. Net sales is the amount included in our Form 10-K for the year ended December 31, 2022. The sales target for 2022 was $1,040.0 million, with a range from a threshold of $884.0 million that would earn 40% of the target shares to a maximum of $1,144.0 million that would earn 125% of the target shares. Net sales were $1,047.2 million in 2022, resulting in 101.7% of the target number of shares being earned. These shares will cliff vest in February 2025.

The time-based restricted stock units vest in three equal annual installments beginning in May 2023.  

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



*EBITDA is a non-GAAP financial measure. A reconciliation of EBITDA to the most directly comparable GAAP financial measure is provided in Appendix A.
2023 Proxy Statement | 22
COMPENSATION DISCUSSION AND ANALYSIS

Executive Transition. Rawson Haverty, Jr. informed the company in 2022 of his decision to retire with an effective date of March 31, 2023. Mr. Haverty joined the company in 1982 and has held several leadership roles over the years and served as senior vice president, real estate and development since 1998. Mr. Haverty has also served as a director of the company since 1992 and upon his retirement will be eligible for director compensation as a non-employee director. The NCG Committee reviewed Mr. Havertys’ outstanding grants of 25,216 shares of which 21,512, per the retirement vesting provisions of the award agreements, would vest over the next three years. In recognition of Mr. Haverty’s contributions to the company and to provide for a distinct separation of compensation between his executive and any future non-employee director service and for administrative simplicity with respect to the grant vestings in future years, the NCG Committee determined that, subject to his consent, Mr. Havertys’ outstanding grants would be cancelled effective November 21, 2022 in exchange for a cash payment of $31.88 per share (the closing price on that date of the company’s common stock on the NYSE) for a total payment of $803,886.08.

How We Make Compensation Decisions


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


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


During 2017,2022, the Committee reviewed Meridian'sMeridian’s independence and determined that there were no conflicts of interest as a result of the Committee'sCommittee’s engagement of Meridian. The Committee did not engage any consultant other than Meridian during 20172022 to provide compensation consulting services.


Compensation Analysis.In determining appropriate compensation opportunities for our named executive officers, the Committee received input from Meridian. WeThe Committee reviewed and analyzed competitive market data to be used as background for 20172022 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. WeThe 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"“peer group”). The peer group included companies from the retail furniture industry, retailers of big ticketbig-ticket postponable items, and specialty retailers. The peer group is re-evaluated annually to take into account changes in their operations and our own. The peer group companies used in setting 20172022 compensation are shown below.

2023 Proxy Statement | 23

COMPENSATION DISCUSSION AND ANALYSIS

were the same as used in the prior year, except that The Lovesac Company was added and, while the At Home Group and Knoll, Inc. have both been acquired, they were retained in the peer group used for 2022 given that their compensation data was disclosed prior to the close of their acquisition.

PEER GROUP
American Woodmark Corporation Ethan Allen Interiors Inc. La-Z-Boy Incorporated
At Home Group Inc.Flexsteel Industries, Inc.Oxford Industries, Inc. 
Bassett Furniture Industries Inc. Flexsteel Industries,Hibbett Sports, Inc. Select ComfortSleep Number Corporation 
Big 5 Sporting Goods Corporation Hibbett Sports,Hooker Furnishings CorporationThe Lovesac Company
Conn’s, Inc. Shoe Carnival,Kimball International, Inc. 
Conn's Inc.Kirkland's Inc.West Marine,Vera Bradley, Inc. 
Culp, Inc. Knoll, Inc. Zumiez, Inc.
Dixie Group, Inc.La-Z-Boy Incorporated  


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 2017,2022, Mr. Smith provided recommendations to the CompensationNCG Committee with respect to the base salary amounts, performance targets for the annual and long-term incentive programs, and any equity awards for each executive officer.officer (other than himself). These recommendations were based on the data reviewed by the Committee and Mr. Smith'sSmith’s assessment of the executive'sexecutive’s relative experience, overall performance, and impact on the accomplishment of Havertys' financial goals and strategic objectives during the prior year. While the CompensationNCG Committee took Mr. Smith'sSmith’s recommendations under advisement, it independently evaluated the pay recommendations for each executive and made all final compensation decisions in accordance with its formal responsibilities as defined in its Charter.


Stock Ownership Guidelines

15

CD&A

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

Total Target Compensation Components

       
16
CD&A
Summary of 2017 NEO Compensation Program

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

17

CD&A


Executive Compensation Components



Although there is no pre-established policy or target for the allocation between specific compensation components, a significant portion of an executive officer'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 for 2017 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.  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. The amounts for "Other NEOs" excludes Mr. Fink and includes Mr. Hare's annual base salary.


              

Base Salary.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 between the 25th and 75th percentile of the median of the peer group data as described in the "Competitive Positioning of Executive Compensation Levels" section above.
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.  

18

CD&A


Management Incentive Plans Cash Award. Our compensation philosophy connects our executives' potential annual earnings to the achievement of performance.  Our 2017 Long-Term Incentive Plan (the "2017 LTIP") provides for the payment of cash under two plans (the "MIPs").  MIP-I is based upon Company performance in relation to predetermined financial goals established during the first month of the year and MIP‑II is based on achieving individual goals. We established incentive targets so that total annual cash compensation at the target level would approximate the peer group median, with the opportunity for higher total annual cash compensation for correspondingly higher performance.  The target amount for the combined MIPs as a percent of base salary for our named executive officers was 60% except for Mr. Smith which was 100%. The range of potential MIP-I payouts for 2017 ranged from zero to 175% of each executive officer's MIP-I incentive target amount, so that executives could earn above-target payouts when performance significantly exceeded our financial goals.

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

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

See the "Summary Compensation Table," which shows the actual non-equity incentive plan compensation paid to our named executive officers for our 2017 performance.


19

CD&A

Long-Term Equity Incentive 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 2017 annual equity award grants were set at its meeting in January 2017.  The 2017 grants were similar to the 2016 awards, a mix of PRSUs based on EBITDA, PRSUs based on sales, and time-based restricted stock units.


The EBITDA based PRSU grants use adjusted EBITDA as the performance measure to determine the number of shares that will vest.  The 2017 EBITDA target was $78.4 million, exclusive of adjustments to eliminate the effects of unusual or non-recurring items, with a range from a threshold of $62.7 million and 60% of the target shares to $101.9 million and 160% of the target shares.  The EBITDA for 2017 was $75.85 million or 96.7% of the target $78.4 million.  Accordingly, the shares earned and subject to vesting are 93.4% of the target shares granted. The shares earned will cliff vest in February 2020.

The PRSUs linked to sales are based on exceeding sales targets in the grant year and the increasing amounts in each of the three succeeding years. The number of shares achieved is solely dependent on each individual yearas indicated below. We count unvested time-based and earned shares cliff vest in May following the measurement year.  The sales target for 2017 by grant year and if achieved are noted below.
Sales Based PRSUs
Grant Year2017 Sales TargetTarget Achieved
2014          >$805.0✓
2015          >$800.0✓
2016          >$837.4X
2017          >$838.0X
The time-basedperformance-based restricted stock units, vest in four equal annual installments beginning in May 2018.  reduced by 25% representing shares withheld for taxes, towards satisfying the guidelines. New officers have five years from the date they become subject to the guidelines to meet the required ownership level. All of our NEOs currently meet the ownership guidelines. Our other executive officers either meet the ownership guidelines or are within the five-year compliance period.

Mr. Smith was granted a mix of 70% EBITDA based PRSUs and 30% sales based PRSUs.  The target shares to Messrs. Hare, Burdette, Gallagher, and Clary were an equal mix of EBITDA based PRSUs and restricted stock units.  In light of his announced retirement, Mr. Fink did not receive any long-term equity incentive compensation.
Position
Guidelines
Chief Executive Officer6.0x salary or 135,000 shares
President4.0x salary or 65,000 shares
Executive Vice President3.0x salary or 40,000 shares
Senior Vice President2.0x salary or 25,000 shares


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

202023 Proxy Statement | 24


CD&ACOMPENSATION DISCUSSION AND ANALYSIS


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

CD&A

Pension Benefits and Retirement Plans


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

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


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




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



Together
 graphic
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 2023 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 Compensation Committee, we carefully review and take into account current tax, accounting and securities regulations as they relate to the design of our compensation program and related decisions.

Section 162(m) of the Internal Revenue Code makes compensation paid to certain named executive officers in amounts in excess of $1 million not tax deductible unless the compensation is paid under a predetermined objective performance plan meeting certain requirements, or satisfies one of various other exemptions.  The 2017 LTIP, which includes the MIPs, are administered by the Compensation Committee and payments are intended to qualify as performance-based compensation and thus satisfy the performance-based requirements for tax deductible compensation.  However, this exclusion of performance-based compensation was repealed in the tax reform legislation signed into law on December 22, 2017, unless such compensation qualifies for transition relief applicable to certain arrangements in place as of November 2, 2017.  As a result, it is uncertain whether compensation intended to structure as performance-based compensation under Section 162(m) will be deductible.

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




Frequency of Say-On-Pay Vote

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












2027.
22
2023 Proxy Statement | 25


COMPENSATION COMMITTEE REPORT ON 2017 EXECUTIVE COMPENSATION

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

The CompensationNCG Committee, the members of which are listed below, is responsible for establishing and administering the executive compensation programs of the Company.Havertys. The CompensationNCG Committee has reviewed and discussed the Compensation Discussion and Analysis with management and, basedas required by Item 402(b) of Regulation S-K. Based on such review and discussions, the CompensationNCG Committee recommended to the board that the Compensation Discussion and Analysis be included in this proxy statement.statement and incorporated by reference into the Company’s 2022 Fiscal Annual Report on Form 10-K.

The Employee BenefitsNominating, Compensation and Executive CompensationGovernance Committee

Mylle H. Mangum, Chair
John T. GloverAllison Dukes
L. Phillip HumannG. Thomas Hough
Derek G. Schiller
Al Trujillo
 


23
2023 Proxy Statement | 26


EXECUTIVE COMPENSATION



Summary Compensation Table

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

Name and Principal PositionYear Salary  
Non-Equity Incentive Plan Compensation
(1)
  
Stock
Awards
(2)
  Change in Pension Value (3)  
All Other Compensation
(4)
  Total 
Clarence H. Smith2022 $725,000  $772,676  $1,150,562  $—  $30,953  $2,679,191 
CEO(a)(b)
2021  690,000   1,104,000   1,092,213   202,381   73,238   3,161,832 

2020
  601,938   954,737   816,800   17,567   45,966   2,437,008 

                         
Steven G. Burdette2022  500,000   369,516   384,790   —   48,544   1,302,850 
President(a)(b)
2021  462,833   494,000   510,738   —   45,110   1,512,681 

2020
  365,165   341,247   278,733   56,387   29,634   1,071,166 

                         
Richard B. Hare2022  440,000   304,807   338,614   —   25,850   1,109,271 
   EVP and CFO(b)
2021  420,000   436,800   343,875   —   27,537   1,228,212 

2020
  365,165   341,247   278,733   —   24,228   1,009,373 

                         
J. Edward Clary2022  400,000   255,782   250,130   —   32,422   938,334 
EVP and CIO(b)
2021  387,000   371,520   274,609   —   28,284   1,061,413 

2020  351,088   328,122   229,725   84,039   21,955   1,014,929 

                         
John L. Gill2022  400,000   255,782   250,130   —   25,133   931,045 
EVP, Merchandising(b)
2021  387,000   371,520   274,609   —   25,067   1,058,196 

2020
  351,088   328,122   229,725   28,502   21,692   959,129 

                         
Rawson Haverty Jr.(c)
2022  350,000   184,175   185,195   —   849,194   1,568,564 
SVP, Real Estate                         


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

(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.
(c)Mr. Haverty announced his retirement in 2022, effective March 31, 2023. In connection with his pending retirement the NCG Committee and Mr. Haverty agreed to cancel his outstanding grants on November 21, 2022 in exchange for $803,886. Mr. Haverty is deemed an NEO in 2022 due to the inclusion of this payment in his 2022 compensation.


Summary Compensation Table Footnotes

(1)This column shows
Non-Equity Incentive Plan Compensation: Amounts for the cash earned portion ofunder the MIPs awards.annual incentive plans. For a description of the MIPs,plans see "Compensation“Compensation Discussion and Analysis."” The aggregate MIP awardawards earned for 2017 was between 67% and 76%2022 were 106% of the NEO's (excluding Mr. Fink's)each NEO’s combined MIP target levels. The table below includes the amount of the total award to each named executive officer and the portion of the award attributable to each component.

  
Corporate
Performance ($)
  
Individual
Performance ($)
  
Total Annual
Incentive Award ($)
 
Smith $627,676  $145,000  $772,676 
Burdette  303,016   66,500   369,516 
Hare  247,607   57,200   304,807 
Clary  207,782   48,000   255,782 
Gill  207,782   48,000   255,782 
Haverty  151,508   32,667   184,175 

2023 Proxy Statement | 27

EXECUTIVE COMPENSATION

(2)
Stock Awards:These amounts reflectare the aggregate grant date fairfull value of awards computedthe grants on the date the grants were made, as determined in accordance with FASB ASC Topic 718. Please refer to Note 12 toThe full grant date value is calculated using the number of awards multiplied by the closing price of our financial statements in our annual report for the year ended December 31, 2017 for a discussionstock on the assumptions related todate of grant. All the calculation of such values.grants were made on January 26, 2022. Awards containing a performance-based vesting condition are included based on achieving target performance. Assuming the highest level of performance conditions was achieved in 2017, this amount would have increased for the NEOs as follows:  Mr. Smith - $201,432; Mr. Hare - $66,599; Mr. Burdette - $68,670; Mr. Gallagher - $68,670 and Mr. Clary - $65,400. The amounts reported for these awards may not represent the amounts the individuals will actually realize, as such amounts,the number of shares earned, if any, will depend on actual performance versus goals and the change in our stock price over time.
The table below sets forth the details of the components that make up the 2022 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. The EBITDA and Sales performance grants were earned at the maximum thresholds.


Components of Annual Stock Awards   Additional Information 

Value of
Time-based shares ($)
 Value of Performance Shares - Target ($) Total Value of Performance Shares – at Maximum 
 EBITDA Sales EBITDA Sales 
             
Smith $230,101  $736,363  $184,098  $1,150,562  $1,288,635  $230,122 
Burdette  115,440   215,469   53,882   384,790   377,070   67,352 
Hare  101,587   189,610   47,417   338,614   331,818   59,275 
Clary  75,036   140,086   35,007   250,130   245,151   43,759 
Gill  75,036   140,086   35,007   250,130   245,151   43,759 
Haverty  74,084   88,889   22,222   185,195   155,555   27,778 

(3)This column represents an estimate of
Change in Pension Value: Represents the aggregate annual increasechange in the actuarial present value of accumulated benefits under the NEOs accrued benefit under our SERP retirement plan for the applicable year. These amounts were determined using interest rate and mortality rate assumptions consistent with those used in Note 10 Benefit Plans to our 2022 consolidated financial statements, which are included in our Form 10-K for the year assumingended December 31, 2022. Year-over-year changes in pension value for the greaterSERP 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 actual age or asuch 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 65.the late retirement factors under the SERP which increased the present values and higher discount rates which decreased present values. The methodology used to calculate the actuarial present value of the accumulated benefits under the SERP as of December 31, 2021 and December 31, 2020, 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 primarily due to the impact of the late retirement factors under the SERP due to commencement of his SERP benefits after normal retirement age. The higher discount rates in 2022 resulted in a total decrease in pension values  for the NEOs as follows: Mr. Smith - $23,127, Mr. Burdette - $97,833, Mr. Clary - $144,100, Mr. Gill - $50,900 and Mr. Haverty - $97,960. Mr. Hare joined the company in 2017 and has no benefits under the SERP.

(4)
All Other Compensation:These amounts for 2022 are comprised of a combination, varying by NEO, ofitems as noted in the following:following table:

  
401(k)
Plan Match(a)
  
Deferred Compensation Plan Contribution(b)
  
Other(c)
  Stock Award Cancellation  Total 
Smith $12,200  $—  $18,753  $—  $30,953 
Burdette  12,200   20,670   15,674   —   48,544 
Hare  12,200   —   13,650   —   25,850 
Clary  12,200   4,000   16,222   —   32,422 
Gill  12,200   —   12,933   —   25,133 
Haverty  12,200   17,500   15,608   803,886   849,194 
(a)The maximum 401(k) match for calendar year 2022 was $12,200.
(b)Company contributions to the Deferred Compensation Plan contributions to 401(k) Plan accounts, SERP payments,are based on participants’ compensation and contributions.
(c)Includes: premium costs for covering a portion of medical insurance coverage, additional life insurance, long-term disability coverage and health examinations. None of these individual items was greater than $10,000 for 2017 except as follows: for the Company's contribution to the Deferred Compensation Plan for Mr. Smith of $30,072; SERP payments of $42,942 for Mr. Fink; and relocation expenses of $20,000 and $8,571 in gross up for taxes for Mr. Hare.
(5)Mr. Hare joined Havertys as executive vice president, chief financial officer in May 2017.
(6)Mr. Fink served as chief financial officer until May 2017 and retired from the Company in August 2017.
(d)Mr. Haverty announced his retirement in 2022, effective March 31, 2023. In connection with his pending retirement the NCG Committee and Mr. Haverty agreed to cancel his outstanding grants on November 21, 2022 in exchange for $803,886.

24
2023 Proxy Statement | 28

EXECUTIVE COMPENSATION




2022 Grants of Plan Based Awards Table

The following table and footnotes setsset forth certain information with respect to the estimated payouts which were possible under our non-equity incentive plan and the restricted stock awardsPRSUs and RSUs granted under our 2021 Long-Term Incentive Plan (the “2021 LTIP”) during the year ended December 31, 20172022 to our NEOs.

 
 
Estimated Possible Payouts
Under Non-Equity
Incentive Plan Awards ($)(2)
  
Estimated Possible Payouts
Under Equity
Incentive Plan Awards (#)(3)(4)
  
     
 
NameAward 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)
 
SmithACMIP-I1/26/2022  18,560   580,000   1,015,000   —   —   —   —   —   — 

ACMIP-II1/26/2022  —   145,000   145,000   —   —   —   —   —   — 

PRSU1/26/2022  —   —   —   10,206   25,515   44,651   —  $28.86  $736,363 

PRSU.11/26/2022  —   —   —   2,552   6,379   7,974   —   28.86   184,098 

RSU1/26/2022  —   —   —   —   —   —   7,973   28.86   230,101 
BurdetteACMIP-I1/26/2022  8,960   280,000   490,000   —   —   —   —   —   — 

ACMIP-II1/26/2022  —   70,000   70,000   —   —   —   —   —   — 

PRSU1/26/2022  —   —   —   2,986   7,466   13,066   —   28.86   215,469 

PRSU.11/26/2022  —   —   —   747   1,867   2,334   —   28.86   53,882 

RSU1/26/2022  —   —   —   —   —   —   4,000   28.86   115,440 
HareACMIP-I1/26/2022  7,322   228,800   400,400   —   —   —   —   —   — 

ACMIP-II1/26/2022  —   57,200   57,200   —   —   —   —   —   — 

PRSU1/26/2022  —   —   —   2,628   6,570   11,498   —   28.86   189,610 

PRSU.11/26/2022  —   —   —   657   1,643   2,054   —   28.86   47,417 

RSU1/26/2022  —   —   —   —   —   —   3,520   28.86   101,587 
ClaryACMIP-I1/26/2022  6,144   192,000   336,000   —   —   —   —   —   — 

ACMIP-II1/26/2022  —   48,000   48,000   —   —   —   —   —   — 

PRSU1/26/2022  —   —   —   1,942   4,854   8,495   —   28.86   140,086 

PRSU.11/26/2022  —   —   —   485   1,213   1,516   —   28.86   35,007 

RSU1/26/2022  —   —   —   —   —   —   2,600   28.86   75,036 
GillACMIP-I1/26/2022  6,144   192,000   336,000   —   —   —   —   —   — 

ACMIP-II1/26/2022  —   48,000   48,000   —   —   —   —   —   — 

PRSU1/26/2022  —   —   —   1,942   4,854   8,495   —   28.86   140,086 

PRSU.11/26/2022  —   —   —   485   1,213   1,516   —   28.86   35,007 

RSU1/26/2022  —   —   —   —   —   —   2,600   28.86   75,036 
HavertyACMIP-I1/26/2022  4,480   140,000   245,000   —   —   —   —   —   — 

ACMIP-II1/26/2022  —   35,000   35,000   —   —   —   —   —   — 

PRSU1/26/2022  —   —   —   1,232   3,080   5,390   —   28.86   88,889 

PRSU.11/26/2022  —   —   —   308   770   963   —   28.86   22,222 

RSU1/26/2022  —   —   —   —   —   —   2,567   28.86   74,084 
Name Award Type(1) Grant and Compensation Committee Approval Date 
Estimated Possible Payouts
Under Non-Equity
Incentive Plan Awards ($)(2)
 
Estimated Possible Payouts
Under Equity
Incentive Plan Awards (#)(3)(4)
 
All Other Stock
Awards:
Number of
Shares of
Stock
(#)
 
Exercise
 or
Base Price of Awards
$/Share(5)
 
Grant Date
Fair
Value of
Stock
Award
$(6)
ThresholdTargetMaximumThresholdTargetMaximum
Smith ACMIP-I 1/30/2017 $14,560$520,000$910,000 ——— — — —
  ACMIP-II 1/30/2017 26,000130,000130,000 ——— — — —
  PRSU 1/30/2017 ——— 9,24015,40024,640 — $ 21.80 $335,720
  PRSU.1 1/30/2017 ——— 06,6006,600 — 21.80 143,880
Hare ACMIP-I 05/04/2017 4,973177,600310,800 ——— — — —
  ACMIP-II 05/04/2017 11,10044,40044,400 ———   — — —
  PRSU 05/04/2017 ——— 2,6384,3967,034 —
(2)
25.25 110,999
  RSU 05/04/2017 ——— ——— 4,396 25.25 110,999
Fink ACMIP-I 05/09/2017 10,48326,20845,864 ——— — — —
  ACMIP-II 05/09/2017 46,80046,80046,800 ——— — — —
Burdette ACMIP-I 1/30/2017 4,973177,600310,800 ——— — — —
  ACMIP-II 1/30/2017 2,22044,40044,400 ——— — — —
  PRSU 1/30/2017 ——— 3,1505,2508,400 — 21.80 114,450
  RSU 1/30/2017 ——— ——— 5,250 21.80 114,450
Gallagher ACMIP-I 1/30/2017 4,838172,800302,400 ——— — — —
  ACMIP-II 1/30/2017 4,32043,20043,200 ——— — — —
  PRSU 1/30/2017 ——— 3,1505,2508,400 — 21.80 114,450
  RSU 1/30/2017 ——— ———   21.80 114,450
Clary ACMIP-I 1/30/2017 4,771170,400298,200 ——— — — —
  ACMIP-II 1/30/2017 4,26042,60042,600 ——— — — —
  PRSU 1/30/2017 ——— 3,0005,0008,000 — 21.80 109,000
  RSU 1/30/2017 ——— ——— 5,000 21.80 109,000

(1)Award Type:
ACMIP-I = Annual Cash Management Incentive Plan Compensation based on company performance
ACMIP-II = Annual Cash Management Incentive Plan Compensation based on individual performance
PRSU = Performance Restricted Stock Units contingent - EBITDA
PRSU.1 = Performance Restricted Stock Units contingent - Sales
RSU = Restricted Stock Unit
(2)The 20172022 Non-Equity Incentive Plans as discussed above provided for a target payout for 100% attainment of the goals and decreased to the payout threshold and increased to the maximum payout noted above.
(3)The PRSU grants aregrant is based on 20172022 adjusted EBITDA as discussed above. The number of shares actually achieved were 93.4%104.3% of the target and are shown as outstanding awards on page 26.30.
(4)The PRSU.1 grants aregrant is based on exceedinga sales targets in eachtarget for 2022. The number of shares actually achieved were 101.7% of the years 2017 to 2020.  The 2017 target was not achieved.and are shown as outstanding awards on page 30.
(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.



252023 Proxy Statement | 29


EXECUTIVE COMPENSATION



Outstanding Equity Awards at 2022 Fiscal Year-End Table

The following table includes certain information with respect to the value of all unexercised and unvested awards previously granted to the NEOs at December 31, 2017.2022. The market value of shares of stock that have not vested is based on the closing market price of $22.65$29.90 at December 30, 2017.2022.
  Stock Awards
Name
 
 
 
Date Awarded
 Number of Shares of Stock That Have Not Vested(#)Market Value of Shares of Stock that Have Not Vested ($)
Equity Incentive Plan Awards:
Number of Unearned Shares That Have Not Vested(#)
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares That Have Not Vested($)
Smith
1/30/19(1)
 72521,678  
 
1/23/20(2)
 44,8001,339,520  
 
1/23/20(3)
 7,680229,632  
 
1/23/20(4)
 2,64078,936  
 
1/21/21(5)
 37,3521,116,825  
 
1/21/21(6)
 6,670199,433  
 
1/21/21(4)
 4,402131,620  
 
1/26/22(7)
 26,612795,699  
 
1/26/22(8)
 6,487193,961  
 
1/26/22(4)
 7,701230,260  
Burdette
1/31/19(1)
 99729,810  
 
1/23/20(2)
 13,377399,972  
 
1/23/20(3)
 2,29368,561  
 
1/23/20(4)
 1,35140,395  
 
1/21/21(5)
 9,849294,485  
 
1/21/21(6)
 1,75952,594  
 
1/21/21(4)
 1,99059,501  
 
5/01/21(4)
 3,30098,670  
 
2/23/22(7)
 7,787232,831  
 
2/23/22(8)
 1,89956,780  
 
2/23/22(4)
 4,000119,600  
Hare
1/31/19(1)
 99729,810  
 
1/23/20(2)
 13,377399,972  
 
1/23/20(3)
 2,29368,561  
 
1/23/20(4)
 1,35140,395  
 
1/21/21(5)
 10,290307,671  
 
1/21/21(6)
 1,83854,956  
 
1/23/21(4)
 2,07962,162  
 
2/23/22(7)
 6,853204,905  
 
2/23/22(8)
 1,67149,963  
 
2/23/22(4)
 3,520105,248  
Clary
1/31/19(1)
 86225,774  
 
1/23/20(2)
 11,025329,648  
 
1/23/20(3)
 1,89056,511  
 
1/23/20(4)
 1,11433,309  
 
1/21/21(5)
 8,218245,718  
 
1/21/21(6)
 1,46843,893  
 
1/21/21(4)
 1,66049,634  
 
1/26/22(7)
 5,063151,384  
 
1/26/22(8)
 1,23436,897  
 
1/26/22(4)
 2,60077,740  
Gill
1/31/19(1)
 85025,415  
 
1/23/20(2)
 11,025329,648  
 
1/23/20(3)
 1,89056,511  
 
1/23/20(4)
 1,11433,309  
 
1/21/21(5)
 8,218245,718  
 
1/21/21(6)
 1,46843,893  
 
1/21/21(4)
 1,66049,634  
 
1/26/22(7)
 5,063151,384  
 
1/26/22(8)
 1,23436,897  
 
1/26/22(4)
 2,60077,740  


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



26
2023 Proxy Statement | 30


EXECUTIVE COMPENSATION



Award InformationVesting RateVesting DatesConditions
(1)Restricted Stock Units25% per yearMay 8 each year beginning year following grant dateContinued employment through vesting date.
(2)Performance Restricted Stock Units100%February 28, 2023Based on 2020 EBITDA, shares achieved at 175% of target.
(3)Performance Restricted Stock Units100%February 28, 2023Based on 2020 comparable store sales, shares achieved at 120% of target.
(4)Restricted Stock Unitsone-third per yearMay 8 each year beginning year following grant dateContinued employment through vesting date.
(5)Performance Restricted Stock Units100%February 28, 2024Based on 2021 EBITDA, shares achieved at 175% of target.
(6)Performance Restricted Stock Units100%February 28, 2024Based on 2021 consolidated sales, shares achieved at 125% of target.
(7)Performance Restricted Stock Units100%February 28, 2025Based on 2022 EBITDA, shares achieved at 104.3% of target.
(8)Performance Restricted Stock Units100%February 28, 2025Based on 2022 consolidated sales, shares achieved at 101.7% of target.

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




Option Exercises and Stock Vested Table


The following table includes certain information with respect to the exercise of SSARs and the vesting of restricted stock awards of the NEOs for the year ended December 31, 2017.2022.

  Option and SSARs Awards  Stock Awards 
Name 
Number of Shares
Acquired on Exercise (#)
  
Value Realized on
Exercise ($)
  
Number of Shares
Acquired on Vesting (#)(2)
  
Value Realized on
Vesting ($)(1)
 
Clarence Smith  —   —   15,027  $418,567 
Steve Burdette  —   —   8,946   246,990 
Richard Hare  —   —   7,292   202,001 
Ed Clary  —   —   6,211   172,103 
John Gill  —   —   4,974   137,297 
Rawson Haverty  —   —   5,401   148,774 

  Option and SSARs Awards  Stock Awards 
Name Number of Shares Acquired on Exercise (#)(1)  
Value Realized on Exercise ($)(2)
  
Number of Shares
Acquired
on Vesting (#)(1)
  
Value
Realized on
Vesting ($)(2)
 
Clarence Smith  —  $—   13,474  $329,462 
Richard Hare  —   —   —   — 
Dennis Fink  1,859   74,340   7,717   190,842 
Steve Burdette  1,820   69,938   7,721   191,473 
Richard Gallagher  2,255   100,750   7,654   189,758 
Ed Clary  —   —   7,589   188,094 
(1) The number of shares acquired on exercise or vesting is the gross number, including shares surrendered to us for the payment of the exercise and/or withholding taxes.
(2)
The value realized reflects the taxable value to the named executive officer as of the date of the exercise of the SSAR, or vesting of restricted stock units. The actual value ultimately realized by the NEO may be more or less than the value realized calculated in the above table depending on whether and when the NEO held or sold the stock associated with the exercise or vesting occurrence.
(2)The number of shares acquired on vesting is the gross number, including shares surrendered to us for the payment of withholding taxes. The following table outlines the net number of shares received by the NEOs.


Name
Net Shares Received (#)
Smith     5,812
Burdette4,790
Hare3,822
Clary3,254
Gill2,740
Haverty3,351


272023 Proxy Statement | 31


EXECUTIVE COMPENSATION


Non-Qualified Deferred Compensation Plans


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


 
Name
 
Aggregate
Earnings (Loss)
in 2022 ($)
  
Aggregate
Withdrawals/Distributions
in 2021 ($)
  
Aggregate
Balance at Last
FYE ($)
 
Clarence Smith      $(77,575)  —  $325,795 
Ed Clary  (84,648)  —   541,629 

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

Deferred Compensation Plan. In January 2011, Havertys instituted a Deferred Compensation Plan for certain employees, including the NEOs. Under this plan participants may voluntarily defer receipt of up to 50% of their salary and 100% of their cash bonuses or non-equity plan compensation and allocate the deferred amounts among a group of investment options that mirrors the fund choices available in Havertys'Havertys’ 401(k) Plan. Havertys may also make a percentage contribution of excess compensation to each participant. "Excess compensation"“Excess compensation” refers to compensation above which a participant cannot receive an employer matching contribution under the existing 401(k) limits. The percentage Companycompany contribution was 3% for 2017.2022. In general, deferred amounts are distributed to the participant upon termination or at a specified date as elected by the participant or as required by the plan. The following table includes information for those NEOs participating in the Deferred Compensation Plan. Mr. Gill does not participate in the Deferred Compensation Plan.
 
 
 
Name
 
 
Executive Contributions in 2017 ($)(1)
  
 
Company Contributions
for 2017 ($)(2)
  
 
Aggregate Earnings (Loss) in 2017 ($)(3)
  
Aggregate
Withdrawals/
Distributions
in 2017 ($)
  
 
Aggregate Balance at Last FYE ($)(4)
 
Clarence Smith $392,773  $30,072  $253,558   —  $2,111,519 
Dennis Fink  99,270   —   6,284   —   380,013 
Steve Burdette  39,625   9,338   19,584  $29,835   150,047 
Richard Gallagher  77,108   8,866   34,736   —   306,584 
Ed Clary  55,417   8,733   33,255   —   214,168 

Name 
Executive Contributions
in 2022 ($)(1)
  
Company Contributions
for 2022 ($)(2)
  
Aggregate
Earnings (Loss)
in 2022 ($)(3)
  
Aggregate
Withdrawals/Distributions
in 2022 ($)
  
Aggregate
Balance at Last
FYE ($)(4)
 
Clarence Smith $5,750  $—  $(685,572) $(99,912) $3,690,337 
Steve Burdette  142,275   20,670   (84,290)  —   437,829 
Richard Hare  —   —   (40,134)  —   215,396 
Ed Clary  3,833   4,000   (125,062)  —   555,300 
Rawson Haverty  25,251   17,500   (76,997)  —   239,331 


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



28
2023 Proxy Statement | 32

EXECUTIVE COMPENSATION


Pension Benefits and Retirement Plans
The retirement plans
Retirement benefits are provided through Havertys 401(k) Plan and the SERP, which are described in the CD&A. The change in pension value can be impacted by changes in assumptions used to estimate present values. Please refer to Note 10 to our financial statements in our annual report for the year ended December 31, 20172022 for information on the assumptions related to our retirement plan.

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


The following table provides certain information on the retirement benefits available under the SERP Plan for each eligible NEO at December 31, 2017.
2022 (Mr. Hare joined Havertys in 2017 and therefore has no benefits under the SERP).
 
Name
 
Plan Name
 
Number of Years
Credited
Service (#)
  
Present Value
of Accumulated
Benefit ($)
  
Payments during last fiscal year ($)
 
Clarence Smith     SERP  40  $498,233   — 
Dennis FinkSERP  23   684,138  $42,942 
Steve BurdetteSERP  32   271,698     
Richard GallagherSERP  27   378,796   — 
Ed ClarySERP  25   427,154   — 

 
Name
 
Plan Name
 
Number of Years
Credited
Service (#)
  
Present Value
of Accumulated
Benefit ($)
  
Payments during last
fiscal year ($)
 
Clarence Smith     SERP  40  $678,164   — 
Steve BurdetteSERP  32   258,732   — 
Ed ClarySERP  25   406,590   — 
John GillSERP  15   109,865   — 
Rawson HavertySERP  33   535,994   — 


The SERP plan permits participants with 15 or more years of service to retire as early as age 55 with a reduction in the amount of their monthly benefits ranging from 50% at age 55 to 93.3% at age 64. As of December 31, 2017,2022, Clarence Smith wasand Rawson Haverty were eligible for retirement with no reduction in benefits andbenefits. Messrs. Burdette, GallagherClary and ClaryGill are eligible for reduced benefits ranging from approximately 55.3%73.3% to 56.7%80.0%.




2017
2022 Potential Payments upon Termination or Change in Control


The table on page 3235 summarizes the estimated payments to be made under our agreements or plans which provide for payments to an NEO following or in connection with any termination of employment, including by resignation, retirement, death, disability, constructive termination, or termination following a change in control. Such amounts are estimates to be paid under hypothetical circumstances and under the terms of the plans as they now exist. As required by the SEC, we have assumed that employment terminated on December 31, 20172022 and that the price per share of our common stock is the closing market price as of that date,December 30, 2022, the last trading day of 2022, which was $22.65.$29.90. Actual payments in such circumstances may differ for a variety of reasons. The amounts reported below do not include amounts to be provided to an NEO under any arrangement which does not discriminate in scope, terms or operation in favor of our executive officers, and which is available generally to all salaried employees. Also, this table does not include amounts reported in the deferred compensation tables or the pension benefits table, except for those receiving retirement benefits.


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



292023 Proxy Statement | 33

EXECUTIVE COMPENSATION


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

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

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

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

In February 2018 the boardtherefore approved new change in control agreements for our NEOs and a management director (the "Agreements"“Agreements”). The Agreements replace and supersede the existing change in control agreements. The term of each Agreement extends until December 31, 2018 and then automatically renews each January 1 unless notice is otherwise provided by Havertys.   
The Agreements provide benefits under a qualifying termination of employment within 24 months following a change in control. The benefits the individuals would be entitled to receive include:
·Severance payments – calculated as equal to two times the sum of: (1) the higher of the individual's annual base salary or the average annual base salary for the three years immediately prior to the event upon which the notice of termination is based and (2) the higher of the amount paid as annual non-equity incentive compensation or the average amount paid in the three years preceding that in which the date of termination occurs.
Severance payments – calculated as equal to two times the sum of: (1) the higher of the individual’s annual base salary or the average annual base salary for the three years immediately prior to the event upon which the notice of termination is based and (2) the higher of the amount paid as annual non-equity incentive compensation or the average amount paid in the three years preceding that in which the date of termination occurs.
·Final year bonus – a pro-rata amount for the annual incentive plan performance period in which the date of termination occurs, the calculation and payment of which depend on when the date of termination occurs.
Final year bonus – a pro-rata amount for the annual incentive plan performance period in which the date of termination occurs, the calculation and payment of which depend on when the date of termination occurs.
·Reimbursement for medical and life insurance premiums – payments for a period of 24 months after the date of termination.
Reimbursement for medical and life insurance premiums – payments for a period of 24 months after the date of termination.
·Acceleration of vesting on then-outstanding stock options and restricted stock awards; then-outstanding performance shares would be governed by the plan under which they were awarded.
Acceleration of vesting on then-outstanding stock options and restricted stock awards; then‑outstanding performance shares would be governed by the plan under which they were awarded. See “Accelerated Vesting of Long-Term Incentives” below for additional details on the outstanding awards.

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

EXECUTIVE COMPENSATION
Accelerated Vesting of Long-Term Incentives. We have provided long-term incentives to our NEOs through performance and time-vested restricted stock units and stock-settled appreciation rights.units. Terms of accelerated vesting for long-term incentives upon various termination scenarios are described below. Long-termLong‑term incentive awards made in certain years to retirement-eligible individuals may continue to vest after retirement. All awards outstanding as of December 31, 2022 have been granted under our 2014 Long-Term Incentive Plan (the “2014 LTIP”) and 2021 LTIP.
Time Vested Restricted Stock Units (RSUs). Time based RSUs generally vest annually pro rata over three or four years, provided the executive has remained an active team member from the grant date through the vesting date. Unvested RSU grants vest in full upon an NEO'sNEO’s termination of employment by reason of death or disability. RSUs granted prior to 2016 continue to vest into retirement and will be distributed on the specified dates as indicated in the grant agreements. Upon termination of employment under any other circumstances, the executive forfeits the RSUs. For RSUs granted in 2016 and later, awards are forfeited upon termination of employment unless attributable to death or disability. We calculated the value of RSUs using our closing stock price on December 31, 201730, 2022 of $22.65.$29.90.

Performance RSUs based on EBITDA (PRSUs-EBITDA)and Sales (PRSUs). Upon an NEO's termination of employment by reason of death or disability, unvested PRSUs-EBITDAPRSUs will vest based on actual performance through the date of death or disability. At December 31, 2017,2022, the number of units earned for all PRSUs-EBITDAPRSUs were known and we calculated their value using our closing stock price on December 31, 201730, 2022 of $22.65.$29.90. 

In the event of a change in control the restriction on the RSUs lapse and the PRSUs convert to time-based restricted stock awards. If the change in control occurs prior to the end of the performance period, 100% of the target award converts, and if after the performance period the shares earned will convert. The vesting of the RSUs and the converted time-based restricted stock awards is accelerated at the change in control. The NCG Committee has the right to cancel the RSUs and converted time-based awards in exchange for consideration equal to the value of the shares immediately prior to the change in control.
Performance RSUs based on Sales (PRSUs - Sales). Upon an NEO's termination
2023 Proxy Statement | 34
EXECUTIVE COMPENSATION

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

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

312022 Potential Payments Upon Termination or Change in Control
Name Voluntary  
Involuntary
Not for Cause
  
For
Cause
  
Change in Control
No
Termination
  
Involuntary
for Good Reason/Not for Cause (CIC)
  Death  Disability 
Clarence Smith                     
Severance  —   —   —   —  $3,337,608   —   — 
Healthcare and Other  —   —   —   —   40,191   —   — 
Long-Term Incentive  —
(2) 
  —   —  $4,337,563   4,337,563  $4,337,563
(3) 
 $4,337,563
(3) 
Retirement Plans(1)
  —   —   —   —   —   —   — 
Steve Burdette                            
Severance  —   —   —   —   1,803,176   —   — 
Healthcare and Other  —   —   —   —   40,191   —   — 
Long-Term Incentive  —   —   —   1,453,200   1,453,200   1,453,200
(3) 
  1,453,200
(3) 
Retirement Plans(1)
  —   —   —   —   —   —   — 
Richard Hare                            
Severance  —   —   —   —   1,601,902   —   — 
Healthcare and Other  —   —   —   —   61,623   —   — 
Long-Term Incentive  —   —   —   1,323,643   1,323,643   1,323,643
(3) 
  1,323,643
(3) 
Retirement Plans(1)
  —   —   —   —   —   —   — 
Ed Clary                            
Severance  —   —   —   —   1,436,950   —   — 
Healthcare and Other  —   —   —   —   40,191   —   — 
Long-Term Incentive  —   —   —   1,050,507   1,050,507   1,050,507
(3) 
  1,050,507
(3) 
Retirement Plans(1)
  —   —   —   —   —   —   — 
John Gill                            
Severance  —   —   —   —   1,436,950   —   — 
Healthcare and Other  —   —   —   —   40,191   —   — 
Long-Term Incentive  —   —   —   1,050,148   1,050,148   1,050,148
(3) 
  1,050,148
(3) 
Retirement Plans(1)
  —   —   —   —   —   —   — 
Rawson Haverty                            
Severance  —   —   —   —   1,165,424   —   — 
Healthcare and Other  —   —   —   —   61,623   —   — 
Retirement Plans(1)
  —   —   —   —   —   —   — 

(1)We disclose the amounts related to the SERP plan and the plans in which each NEO participates in the Pension Benefits, the Top Hat Mutual Fund Option Plan and the Deferred Compensation Plan tables.
(2)Mr. Smith was at full retirement age at December 31, 2022. If he had retired on such date, his outstanding awards would not have automatically vested. Therefore, we report zero value in the table above. However, some of his awards would continue to vest following his retirement through the end of the respective vesting periods. The values of such awards at December 31, 2022 were $4,105,330.
(3)Time-based RSUs vest in full upon an NEO’s termination of employment by reason of death or disability. Similarly, PRSUs generally vest upon an NEO’s termination of employment by reason of death or disability based on actual performance through the date of death or disability, which for purposes of this table is assumed to be December 31, 2022.

The amounts shown in the above table for “Change in Control No Termination” assume the successor entity in connection with the change of control does not assume the awards granted under the 2021 LTIP. All amounts show in the above table would be paid in lump-sum payments by us in accordance with the applicable grant agreements.

2023 Proxy Statement | 35

EXECUTIVE COMPENSATION
2017 Potential Payments Upon Termination or Change in Control


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

(1)  We disclose the amounts related to the SERP plan and the plans in which each NEO participates in the Pension Benefits, the Top Hat Mutual Fund Option Plan and  the Deferred Compensation Plan Tables. Mr. Fink reached retirement age in 2016 and began receiving his benefits under the SERP plan.
(2)  Mr. Smith was at full retirement age at December 31, 2017. If he had retired on such date, his outstanding awards would not have automatically vested. Therefore, we report zero value in the table above. However, some of his awards would continue to vest following his retirement through the end of the respective vesting periods. The values of such awards at December 31, 2017 were $1,087,780.  Mr. Fink retired from the Company in August 2017 and this is the calculated value at December 31, 2017 of his outstanding awards that will continue to vest in retirement.
(3)  Time-vested RSUs vest in full upon an NEO's termination of employment by reason of death or disability. Similarly, performance vested RSUs generally vest upon an NEO's termination of employment by reason of death or disability based on actual performance through the date of death or disability, which for purposes of this table is assumed to be December 31, 2017.
32

EXECUTIVE COMPENSATION
Stock Ownership Guidelines
CEO Pay Ratio

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

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




CEO Pay Ratio Information

As a result of the recently adopted rules under the Dodd-Frank Act, beginning with this proxy statement, theThe SEC requires the disclosure of the CEO to median employee pay ratio. We identified the median team member by examining the 20172020 total cash compensation for all individuals, excluding our CEO, who were employed by us on October 1, 2017.December 31, 2020. We included all individuals, whether employed on a full-time, part-time, or seasonal basis. We annualized the cash compensation for all permanent team members who were not employed for the entire period, such as a new hire.hires or team members furloughed during our closure due to COVID-19. We did not make full-time adjustments for part-time team members, or annualizingannualized adjustments for temporary or seasonal workers. We believe the use of total cash compensation for all team members is a consistently applied compensation measure because we do not widely distribute annual equity awards to team members.


After identifying the median team member based on total cash compensation, we calculated annual total compensation for such team member using the same methodology we use for our named executive officers as set forth in the 20172022 Summary Compensation Table in this proxy statement. In 2017,2022, our CEO, Mr. Smith, had a total annual compensation of $1,687,292.$2,679,191. Our median team member'semployee’s annual total compensation for 20172022 was $33,920.$69,904. As a result, we estimate that Mr. Smith's 2017Smith’s 2022 annual total compensation was approximately 5033 times that of our median team member, or 50:33:1.


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

33
Pay-Versus-Performance

As required by Section 953(a) of the Dodd-Frank Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain company financial performance metrics. For further information concerning our pay-for-performance philosophy and how we align executive compensation with company financial performance, refer to the Compensation Discussion and Analysis, beginning on page 16.

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

2023 Proxy Statement | 36
EXECUTIVE COMPENSATION

Pay-Versus-Performance Table

            Value of Initial Fixed $100 Investment    Company Selected Financial Performance Measure 
Year 
SCT Total
Compensation
for PEO(1)
  Compensation Actually Paid to PEO  Average SCT Total Compensation For Non-PEO NEOs(2)  Average Compensation Actually Paid to Non-PEO NEOs  Total Shareholder Return  Peer Group Total Shareholder Return(3)  
Net Income(4)
(in 000s)
  
Pre-Tax Income(5)
(in 000s)
 
(a) (b)  (c)  (d)  (e)  (f)  (g)  (h)  (i) 
2022 $2,679,191  $2,646,013  $1,170,014  $959,065   193   116  $89,358  $119,501 
2021  3,161,832   3,814,594   1,215,126   1,490,490   184   180   90,803   118,535 
2020  2,437,008   3,382,845   1,013,649   1,268,297   153   132   59,148   76,731 

1.Clarence Smith served as our CEO for the entirety of 2022, 2021 and 2020.
2.
​The NEOs included in this calculation for each year are:

​2022—Steve Burdette, Richard Hare, Ed Clary, John Gill, and Rawson Haverty, Jr.

2021— Steve Burdette, Richard Hare, Ed Clary, and John Gill

2020— Steve Burdette, Richard Hare, Ed Clary, and John Gill
3.The peer group TSR is based on the cumulative return of the NYSE/AMEX/Nasdaq Home Furnishings & Equipment Stores Index (SIC Codes 5700-5799).
4.
​Net income as reported in the company’s consolidated financial statements included in our 2022 Annual Report on Form 10-K.
5.
​Pre-tax income, or income before income taxes, as reported in the company’s consolidated financial statements included in our 2022 Annual Report on Form 10-K.
6.The additional table below sets forth each of the amounts required by SEC rule to be deducted from and added to the amount of total compensation as reflected in the Summary Compensation Table, to calculate CAP. There were no assumptions made in the valuation of equity awards that differs materially from those disclosed as of the grant date of such equity awards.

2023 Proxy Statement | 37
EXECUTIVE COMPENSATION

 2022  2021  2020 
  PEO  
Other
NEOs
Average
  PEO  
Other
NEOs
Average
  PEO  
Other
NEOs
Average
 
Total Compensation from SCT $2,679,191  $1,170,014  $3,161,832  $1,215,126  $2,437,008  $1,013,649 
DEDUCT: grant date fair value (GDFV) of equity awards granted during FY
 $1,150,562  $281,772  $1,092,213  $350,958  $816,800  $254,229 
ADD: FV as of FY-end of equity awards granted during the year that are outstanding and unvested as of FY-end
 $1,219,920  $260,274  $1,549,655  $453,223  $1,673,482  $498,822 
ADD: change as of end of FY in FV of awards granted in any prior year that are outstanding and unvested as of FY-end
 $(69,860) $(16,027) $198,163  $63,599  $197,468  $89,305 
ADD: change as of the vesting date (from end of prior FY) in FV for any equity awards granted in any prior year that vested at the end of or during FY
 $(32,676) $(19,253) $199,538  $109,500  $(57,482) $(37,018)
DEDUCT: FV at the end of the prior FY for awards granted in any prior year that failed to meet applicable vesting conditions or were cancelled during FY
 $—  $154,171  $—  $—  $33,264  $— 
DEDUCT: change in actuarial present value of the accumulated benefit under all defined benefit and actuarial pension plans reported in SCT(1)
 $—  $—  $202,381  $—  $17,567  $42,232 
Compensation Actually Paid (CAP) (as defined by SEC rule) $2,646,013  $959,065  $3,814,594  $1,490,490  $3,382,845  $1,268,297 

(1)
As discussed on page 25, the SERP Plan was frozen in 2006 and accordingly there are no changes related to service costs and prior service costs.

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

2023 Proxy Statement | 38

EXECUTIVE COMPENSATION

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

TSR: TSR has the most direct and significant impact on CEO and NEO compensation actually paid. This is primarily driven by our compensation program design, which is structured with a significant portion of compensation delivered in equity awards (RSUs and PRSUs). The graphs below show the relationship between (1) compensation actually paid to our CEO and the average of the compensation actually paid to our other NEOs and our cumulative TSR and (2) our cumulative TSR and peer group TSR, over the three fiscal years ending December 31, 2022.


CAP versus TSR

graphic 


TRS: Company versus Peer Group

graphic 

2023 Proxy Statement | 39
EXECUTIVE COMPENSATION

Pre-Tax Income: Pre-Tax Income has a significant impact on CEO and NEO compensation actually paid. This is driven by our compensation program design, which includes an annual cash incentive based primarily on pre-tax income targets. The graphs below show the relationship between compensation actually paid to our CEO and the average of the compensation actually paid to our other NEOs and our pre-tax income over the three fiscal years ending December 31, 2022.

CAP versus Pre-Tax Income

graphic 

Net Income: SEC rules require that net income be presented as a performance measure in the Pay-versus-Performance Table above. The graph below shows the relationship between compensation actually paid to our CEO and the average of the compensation actually paid to our other NEOs and net income attributable to Havertys over the three fiscal years ending December 31, 2022 as reported in the company’s consolidated financial statements.

CAP versus Net Income

graphic 


2023 Proxy Statement | 40
PROPOSAL 3:   ADVISORY VOTE ON EXECUTIVE COMPENSATION


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.

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

RESOLVED, that the stockholders approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Compensation Discussion and Analysis, the accompanying compensation tables, and the related narrative disclosure in the Company’s Proxy Statement for the 2023 Annual Meeting of Stockholders.

As described in the Compensation Discussion and Analysis beginning on page 16, the Company’s compensation philosophy is to align executive pay with Company performance. We believe that this alignment motivates our executives to achieve our key financial and strategic goals, creating long-term stockholder value.

Because the vote on this proposal is advisory in nature, it will not affect any compensation already paid or awarded to any NEO and will not be binding on or overrule any decisions by the NCG Committee or the Board. Because we value our stockholders’ views, however, the NCG Committee and the Board will consider the results of this advisory vote when formulating future executive compensation policy. As noted on page 25 in the Compensation Discussion and Analysis, the NCG Committee considered the result of last year’s vote, in which approximately 98% of the shares voted were voted in support of the compensation of the Company’s NEOs. Your advisory vote serves as an additional tool to guide the NCG Committee and the Board in continuing to align the Company’s executive compensation program with the interests of the Company and its stockholders and is consistent with our commitment to high standards of corporate governance.

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


2023 Proxy Statement | 41
EQUITY COMPENSATION PLAN INFORMATION



Information as of December 31, 20172022 regarding our equity compensation plans is summarized as follows.


Plan Category 
Number of Securities
To be issued upon
exercise of outstanding
equity awards
(a)
  
Weighted-average
exercise price of
outstanding options and stock-settled stock appreciation rights (SSARs)
(b)
  
Number of securities remaining available for future issuance under
equity compensation plans (excluding securities reflected in Column (a))
(c)
  
Number of Securities
To be issued upon
exercise of outstanding
equity awards
(a)
 
Weighted-average
exercise price of
outstanding options and stock-settled stock appreciation rights (SSARs)
(b)
 
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in Column (a))
(c)
Equity compensation plans approved by stockholders:                
Long-Term Incentive Plans(1)
  491,264
(2) 
 $18.14   838,209
(3) 
 
677,701 (2)
  — 
1,240,915 (3)
Director Compensation Plan  197,804
(4) 
  —   235,221
(5) 
Non-Employee Director Compensation Plan 
142,027 (4)
  — 
8,988(5)
Equity compensation plans not approved by stockholders  —   —   —  —  — —
Total  689,068  $18.14   1,073,430  819,728  — 1,249,903
(1)Shares issuable pursuant to outstanding equity awards under our 2014 Long-Term Incentive Plan.LTIP and 2021 LTIP.
(2)This number includes 434,264is comprised entirely of full value restricted stock orunits including shares issued pursuant to outstanding performance-based restricted units and 57,000 SSARs.stock units. Upon vesting shares of common stock are issued for each restricted unit on a 1‑for‑1 basis.
(3)Any shares from the 2014 LTIP which are forfeited, expired, or cancelled are not made available for use under the 2021 LTIP. Any shares from the 2021 LTIP which are forfeited, expired, or withheld for payment of taxescancelled are made available for use under the 2014 Long-Term Incentive Plan.2021 LTIP.
(4)Shares deferred under the Directors'Directors’ Deferred Compensation Plan. Shares are issued from those held in the Company'scompany’s treasury.
(5)Shares remaining under the Directors Compensation Plan. Shares are issued from those held in the Company'scompany’s treasury.


Effective
2023 Proxy Statement | 42


AUDIT COMMITTEE REPORT

The Audit Committee oversees Havertys’ financial reporting process on behalf of the board. Havertys’ management has the primary responsibility for the financial statements, for maintaining effective internal control over financial reporting, and for assessing the effectiveness of internal control over financial reporting. Havertys’ independent registered public accounting firm, or “independent accountants,” is responsible for auditing its consolidated financial statements and providing an opinion as to their conformity with accounting principles generally accepted in the United States as well as attesting and reporting on the effectiveness of its internal controls over financial reporting.
The Audit Committee’s responsibility is to monitor and review these processes. It is not the Audit Committee’s duty or responsibility to conduct auditing or accounting reviews or procedures. Consequently, in carrying out its oversight responsibilities, it shall not be charged with, and is not providing, any expert or special assurance as to Havertys’ financial statements, or any professional certification as to the independent accountants’ work. In addition, the Audit Committee has relied on management’s representation that the financial statements have been prepared with integrity and objectively in conformity with accounting principles generally accepted in the United States and on the representations of an independent registered public accounting firm included in its report on Havertys’ financial statements.
The Audit Committee is comprised entirely of four independent directors as defined by the NYSE listing standards and Rule 10A-3 of the Securities Exchange Act of 1934. The Audit Committee is governed by a charter that enumerates its purpose and responsibilities, a copy of which is available on Havertys’ website at https://ir.havertys.com/corporate-governance-information/corporate-governance-documents.
The Audit Committee met four times during 2022 and schedules its meetings to ensure enough time is available to devote attention to its tasks. In carrying out its responsibilities, the Audit Committee among other things:
•meets with management and the independent registered public accounting firm, Grant Thornton LLP (“Grant Thornton”) to review and discuss Havertys’ accounting policies and significant estimates;
•discusses with Havertys’ internal auditors and Grant Thornton the overall scope and plans for their respective audits;
•meets with both the internal auditors and Grant Thornton, with and without management present, to discuss the results of their examinations;
•reviews and discusses quarterly and annual financial reports prior to filing with the SEC and quarterly earnings press releases;
•supervises the relationship between Havertys and Grant Thornton, including having direct responsibility for Grant Thornton’s appointment, compensation, retention, and oversight; reviewing the scope of their audit services; approving audit and non-audit services; and confirming Grant Thornton’s independence;
•reviews with senior management significant risks and the processes by which risk is identified, assessed, and mitigated; and
•selects for the stockholders’ ratification, the independent registered public accounting firm for 2023.


2023 Proxy Statement | 43

AUDIT COMMITTEE REPORT (continued)
The Audit Committee further discussed with representatives of Grant Thornton the matters required to be discussed with audit committees by the applicable requirements of the Public Company Accounting Oversight Board's standards and the SEC. The Committee also received the written disclosures and the letter from Grant Thornton required by the applicable requirements of the Public Company Accounting Oversight Board regarding Grant Thornton’s communications with the Committee concerning independence and discussed with representatives of Grant Thornton the independence of that firm.
The Audit Committee also reviewed and discussed together with management and Grant Thornton, Havertys’ audited financial statements for the year ended December 31, 2022, and the results of management's assessments of the effectiveness of the company’s internal control over financial reporting and Grant Thornton’s audit of internal control over financial reporting.
Based on these reviews and discussions, the Audit Committee recommended to the board that the audited financial statements be included in Havertys’ Annual Report on Form 10‑K for the year ended December 31, 2022.
The Audit Committee
Al Trujillo, Chair
Michael R. Cote
G. Thomas Hough
Vicki R. Palmer
This report shall not be deemed to be “soliciting material” or to be “filed” with the SEC nor shall this report be incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, and shall not otherwise be deemed filed under such acts.
 

2023 Proxy Statement | 44
AUDIT MATTERS

APPROVAL POLICIES AND PROCEDURES 

 Grant Thornton LLP acts as Havertys’ independent auditor. The Audit Committee has adopted a policy that requires advance approval of all audit, audit-related, tax, and other services performed by the independent auditor.

The policy provides for pre-approval by the Audit Committee of specifically-defined audit and non‑audit services. Unless the specific service has been previously pre-approved with respect to that year, the authorizationAudit Committee must approve the permitted service before the independent auditor is engaged to perform it. The Audit Committee has delegated to its chairman the authority to approve permitted services. The chairman reports any decisions at the next scheduled Audit Committee meeting. Additionally, engagements exceeding $200,000 must receive advance approval by the Audit Committee. All of the 2014 LTIP Plan that was approvedfees detailed below were pre-approved by stockholdersthe Audit Committee.

PRINCIPAL ACCOUNTANT FEES 
Item    2022     2021  
Audit Fees (a)    $ 732,000     $659,000   
Audit–Related Fees (b)      —       —   
Tax Fees (c)      24,000       21,000   
All Other Fees (d)   —   118,000 
    $756,000     $798,000   

NOTE (a) Audit Fees. Included in May 2014, no additional grants were issued under the 2004 LTIP Plan.  The 2014 LTIP Plan is an omnibus incentive plan which provides cash and equity incentives to eligible employees. The Compensation Committee in consultation with our management designates which employeesthis category are eligible to participate, the amount of grant and the terms and conditions (not otherwise specified in the plan) of such grant. If a change in control of Havertys occurs then, at the Compensation Committee's discretion, any award may providefees for the immediate vesting or lapseannual audits of all restrictions.

34

AUDIT MATTERS


Fees Paid to the Independent Registered Public Accounting Firm.  The following table presents fees for professional services rendered by Grant Thornton for the audit of our annual consolidated financial statements for the years ended December 31, 2017 and 2016internal controls, quarterly financial statement reviews, and fees billed by the firm during 2017 and 2016.  consents. 
NOTE (b) Audit-Related Fees. No fees were paid to Grant Thornton prior to March 31, 2016.incurred in 2022 and 2021 for audit-related fees.  

NOTE (c) Tax Fees. These fees include charges for tax research projects. 

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


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

NOTE (d) All Other Fees. These are subscription fees to on-line information, accounting and research tools.represent those from permitted advisory service projects completed in 2021. 


As noted on page 49 in the information about our annual meeting, we have historically received proxies representing approximately 90% of eligible shares and had no stockholders in attendance at our annual meeting. Accordingly, this is a very brief meeting conducted by our corporate secretary. Our directors, other members of senior management, and representatives of Grant Thornton will not be present at the annual meeting. As such, representatives from Grant Thornton will not have the opportunity to make a statement if they desire to do so and will not be available to respond to appropriate questions.


Pre-Approval Policies and Procedures. The Audit Committee has adopted a policy that requires advance approval of all audit, audit-related, tax services, and other services performed by the independent auditor. The policy provides for pre-approval by the Audit Committee of specifically defined audit and non-audit services. Unless the specific service has been previously pre-approved with respect to that year, the Audit Committee must approve the permitted service before the independent auditor is engaged to perform it. All of the fees detailed above were pre-approved. The Audit Committee has delegated to its chairman the authority to approve permitted services provided. The chairman reports any decisions at the next scheduled Audit Committee meeting.
35
2023 Proxy Statement | 45

AUDIT COMMITTEE REPORT
We are responsible for providing independent, objective oversight of Havertys' accounting functions and internal controls and operate pursuant to a written charter approved by Havertys' board. We are comprised entirely of five independent directors who meet independence, experience and other qualification requirements of the NYSE listing standards, Section 10A(m)(3) of the Securities Exchange Act of 1934 and the rules and regulations of the SEC. Havertys' board has determined that each member of the Audit Committee is a "financial expert," as defined by SEC rules.
Management is responsible for Havertys' financial reporting process, including Havertys' system of internal control, and for the preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States. Havertys' independent registered public accounting firm, or "independent accountants," is responsible for auditing its consolidated financial statements and providing an opinion as to their conformity with accounting principles generally accepted in the United States as well as attesting and reporting on the effectiveness of its internal controls over financial reporting. Our responsibility is to monitor and review these processes. It is not our duty or responsibility to conduct auditing or accounting reviews or procedures. Consequently, in carrying out our oversight responsibilities, we shall not be charged with, and are not providing, any expert or special assurance as to Havertys' financial statements, or any professional certification as to the independent accountants' work. In addition, we have relied on management's representation that the financial statements have been prepared with integrity and objectively in conformity with accounting principles generally accepted in the United States and on the representations of independent accountants included in their report on Havertys' financial statements.
We schedule our meetings to ensure we have sufficient time to devote attention to all of our tasks and during 2017 met four times.  During 2017 and subsequent to the end of the year, we:
·met with management and the independent accountants, Grant Thornton LLP ("Grant Thornton") to review and discuss Havertys' critical accounting policies and significant estimates;
·met with management and Grant Thornton to review and approve the 2017 audit plan;
·met regularly with both Grant Thornton and the vice president internal audit outside the presence of management;
·reviewed and discussed the quarterly and annual reports prior to filing with the SEC;
·reviewed and discussed the quarterly earnings press releases and other financial press releases;
·met with the vice president internal audit to review, among other things, the audit plan, test work, findings and recommendations, and staffing;
·met with management and Grant Thornton to review the audited financial statements for the year ended December 31, 2017, and internal controls over financial reporting as of December 31, 2017;
·reviewed with senior management significant risks and the processes by which risk is identified, assessed, and mitigated;
·selected for the stockholders' ratification, Grant Thornton as the independent registered public accounting firm for 2018;
·reviewed and reassessed the adequacy of the Audit Committee charter and recommended no changes; and
·completed all other responsibilities under the Audit Committee charter which is available on the Company's website, havertys.com.

36
AUDIT COMMITTEE REPORT (continued)
We have discussed with Grant Thornton the matters required by Public Company Accounting Oversight Board Auditing Standard No. 16, Communications with Audit Committees, and SEC Rule 2-07 of Regulation S-X, which includes a review of critical accounting practices. In addition, we have received written disclosures and the letter from the independent accountants required by PCAOB Ethics and Independence Rule 3526, Communication with Audit Committees Concerning Independence, and discussed with the independent accountants their firm's independence.
Based upon our discussion with management and Grant Thornton, and our review of the representations of management and Grant Thornton, we recommended to the board that the audited consolidated financial statements be included in Havertys' annual report on Form 10-K for the year ended December 31, 2017.
Al Trujillo, Chair
L. Allison Dukes
John T. Glover
Vicki R. Palmer
Fred L. Schuermann
This report shall not be deemed to be "soliciting material" or to be "filed" with the SEC nor shall this report be incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, and shall not otherwise be deemed filed under such acts.
PROPOSAL 4:  RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2023


37

Proposal 2:  Ratification of the Appointment of our Independent Auditor


What am I voting on?
✓Ratification of the Appointmentappointment of our Independent Auditor.independent registered public accounting firm for 2023.
Voting recommendation:
✓Our board of directors recommends a vote "For"“For” the appointment of Grant Thornton LLP as our Independent Auditorindependent registered public accounting firm for 2018.2023.




The Audit Committee has selected Grant Thornton as our independent auditorregistered public accounting firm for the fiscal year ending December 31, 20182023, and we are asking our stockholders to ratify this appointment. Although ratification is not required by our bylaws or otherwise, the board is submitting the appointment of Grant Thornton an independent registered public accounting firm, to our stockholders for ratification because we value our stockholders'stockholders’ views on our independent auditors and as a matter of good corporate practice.


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








382023 Proxy Statement | 46

OWNERSHIP OF SECURITIES

Ownership by Our Principal Stockholders

Set forth in the table below is information about the number of shares held by persons we know to be beneficial owners of more than 5% of the issued and outstanding shares of our common stock or Class A common stock as of March 10, 2023. An asterisk indicates less than 1% of outstanding shares of that respective class.
  Common Stock  Class A Common Stock 
Name and address of Beneficial Holder Amount and Nature of Beneficial Ownership  
Percent of Class(1)
  Amount and Nature of Beneficial Ownership  
Percent of Class(2)
 
BlackRock, Inc.
55 East 52nd Street, New York, NY
  2,735,031
(3) 
  18.3%  —   — 
The Burton Partnership, LP
614 W. Bay Street, Tampa, FL
  1,228,255
(4) 
  8.2%  —   — 
Dimensional Fund Advisors LP
6300 Bee Cave Road, Building One, Austin, TX
  1,223,631
(5) 
  8.2%  —   — 
Renaissance Technologies LLC
800 Third Avenue, New York, NY
  838,406
(6) 
  5.6%  —   — 
The Vanguard Group
100 Vanguard Blvd., Malvern, PA
  967,943
(7) 
  6.5%  —   — 
LSV Asset Management
155 N. Wacker Drive, Suite 4600, Chicago, IL
  745,600
(8) 
  5.0%  —   — 
Villa Clare Partners, L.P.
158 West Wesley Road, Atlanta, GA
  —   —   603,497
(9) 
  47.0%
Rawson Haverty, Jr.
   780 Johnson Ferry Road, NE, Atlanta, GA
  15,000
(10) 
  *   186,959
(10)(11) 
  14.6%
Clarence H. Smith
780 Johnson Ferry Road, NE, Atlanta, GA
  77,380
(12)(13) 
  *   113,986
(14) 
  8.9%

(1)Based on 14,981,347 shares of our common stock outstanding on March 10, 2023.
(2)Based on 1,283,260 shares of our Class A common stock outstanding on March 10, 2023.
(3)According to a Schedule 13G filed on January 26, 2023, BlackRock, Inc. holds sole voting power over 2,659,938 shares and sole dispositive power over 2,735,031 shares of common stock.
(4)
According to a Schedule 13G filed on June 1, 2016, The Burton Partnership, LP, The Burton Partnership (QP), LP and
Donald W. Burton, General Partner, hold sole voting and dispositive power over 1,228,255 shares of common stock.
(5)According to a Schedule 13G/A filed on February 10, 2023, Dimensional Fund Advisors LP (“Dimensional”) holds sole voting power over 1,205,761 shares and sole dispositive power over 1,223,631 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.
(6)According to a Schedule 13G/A filed on February 13, 2023, Renaissance Technologies LLC holds sole voting and dispositive power over 838,406 shares of common stock.
(7)According to a Schedule 13G/A filed on February 9, 2023, The Vanguard Group holds shared voting power over 9,756 shares and sole dispositive power over 946,743 shares and shared dispositive power over 21,200 shares of common stock.
(8)According to a Schedule 13G filed on February 10, 2023, LSV Asset Management holds sole voting power over 440,100 shares and sole dispositive power over 745,600 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 the manager of the Partnership’s general partner, West Wesley Associates, LLC. Mr. Smith disclaims beneficial ownership of these shares except to the extent of his partnership interest.
(10)Mr. Haverty has direct ownership of 84,074 shares of Class A common stock and sole dispositive and voting power over 65,140 shares of Class A common stock held by a limited liability company for which Mr. Haverty is the manager. The beneficial ownership disclosed also includes 8,728 shares of Class A common stock held in trust for the benefit of Mr. Haverty’s child, for which he is co‑trustee, as to which he disclaims beneficial ownership.
(11)The Mary E. Haverty Foundation is a charitable organization, for which Mr. Haverty has sole voting power through a revocable proxy granted to him by the Foundation. Mr. Haverty has no pecuniary interest in the shares of the Foundation and disclaims any beneficial ownership in the Foundation’s shares. The amounts shown reflect 15,000 shares of common stock and 29,017 shares of Class A common stock, respectively.
(12)Mr. Smith has direct ownership of 34,300 shares of common stock. The beneficial ownership disclosed includes 29,689 shares of common stock held by Mr. Smith’s wife, as to which he disclaims beneficial ownership. Mr. Smith also has 5,541 shares beneficially owned under Havertys’ directors’ Deferred Plan.
(13)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.
(14)Mr. Smith has direct ownership of 112,036 shares of Class A common stock. The beneficial ownership disclosed includes 1,950 shares of Class A common stock held by Mr. Smith’s wife, as to which he disclaims beneficial ownership.

2023 Proxy Statement | 47

Ownership by OurDirectors and Management

The following table sets forth the amount of Havertys’ common stock and Class A common stock beneficially owned by each director, each named executive officer included in the Summary Compensation Table, and all current directors and executive officers as a group as of March 10, 2023. Unless otherwise indicated, beneficial ownership is direct, and the person shown has sole voting and investment power. An asterisk indicates less than 1% of outstanding shares of that respective class.

  Common Stock Class A Common Stock 
  
Amount and Nature of Beneficial Ownership (1)
  
Percent
of Class(2)
 
Shares
Beneficially
Owned
 
Percent of
Class(3)
 
           
Steven G. Burdette 13,351  * 28,530 2.2% 
J. Edward Clary 38,156  * — — 
Michael R. Cote 1,388  * — — 
L. Allison Dukes 21,514  * — — 
John L. Gill 15,878  * 7,500 * 
Richard B. Hare 22,978  * — — 
Rawson Haverty, Jr. 15,000
(4)
 * 186,959
(4)5)
14.6% 
G. Thomas Hough 25,504  * — — 
Mylle H. Mangum 64,466  * — — 
Vicki R. Palmer 54,718  * — — 
Derek G. Schiller 6,660  * — — 
Clarence H. Smith 77,380
(6)(7)
 * 717,483
(8)(9)
55.9% 
Al Trujillo 58,206  * — — 
Directors and Executive Officers as a group (16 persons) 505,459  3.4% 940,472 73.3% 

(1)This column also includes shares of common stock beneficially owned under our directors’ Deferred Plan for the following individuals:  Ms. Dukes – 21,514; Mr. Hough – 11,922; Ms. Mangum – 59,308; Mr. Smith – 5,541; and Mr. Trujillo – 43,742.
(2)Based on 14,981,347 shares of our common stock outstanding on March 10, 2023.
(3)Based on 1,283,260 shares of our Class A common stock outstanding on March 10, 2023.
(4)The Mary E. Haverty Foundation is a charitable organization, for which Mr. Haverty has sole voting power through a revocable proxy granted to him by the Foundation. Mr. Haverty has no pecuniary interest in the shares of the Foundation and disclaims any beneficial ownership in the Foundation’s shares. The amounts shown reflect 15,000 shares of common stock and 29,017 shares of Class A common stock, respectively.
(5)Mr. Haverty has direct ownership of 84,074 shares of Class A common stock. The beneficial ownership disclosed also includes 65,140 shares of Class A common stock held by a limited liability company for which Mr. Haverty is the manager and 8,728 shares of Class A common stock held in trust for the benefit of Mr. Haverty’s child, for which he is co-trustee, as to which he disclaims beneficial ownership.
(6)Mr. Smith has direct ownership of 34,300 shares of common stock. The beneficial ownership disclosed includes 29,689 shares of common stock held by Mr. Smith’s wife, as to which he disclaims beneficial ownership.
(7)This amount includes 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.
(8)Mr. Smith has direct ownership of 112,036 shares of Class A common stock. The beneficial ownership disclosed includes 1,950 shares of Class A common stock held by Mr. Smith’s wife, as to which he disclaims beneficial ownership.
(9)The amount also includes shares held by a partnership. According to a Schedule 13D filed on January 3, 2018, Villa Clare Partners, L.P. holds shared voting and dispositive power over 603,497 shares of Class A common stock. Mr. Smith is the manager of the Partnership’s general partner, West Wesley Associates, LLC. Mr. Smith disclaims beneficial ownership of these shares except to the extent of his partnership interest.


2023 Proxy Statement | 48

INFORMATION ABOUT OUR ANNUAL MEETING



Our board of directors is furnishing you with this proxy statement to solicit proxies on its behalf in connection with the 20182023 annual meeting of stockholders of Haverty Furniture Companies, Inc. The company will pay all solicitation costs. The meeting will be held on May 7, 20188, 2023 at the Marriott SpringHill, 120 East RedwoodCourtyard Baltimore Downtown/Inner Harbor, 1000 Aliceanna Street, Baltimore, Maryland, beginning promptly at 10:00 a.m. Eastern Time.Time (ET).



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

Who may vote?
You may vote if you were a holder of record of Haverty Furniture Companies, Inc. as of the close of business on March 9, 2018.10, 2023.



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



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



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

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



Can I change my mind after I vote?
You may change your vote by revoking your proxy at any time before the polls close at the meeting. You may do this by: (1) signing another proxy with a later date and returning it to us prior to the meeting, or (2) voting again by telephone or over the Internetinternet prior to 11:59 p.m. (ET)ET on May 6, 2018,7, 2023, or (3) voting again at the meeting.



2023 Proxy Statement | 49

INFORMATION ABOUT OUR ANNUAL MEETING


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

INFORMATION ABOUT OUR ANNUAL MEETING


How will a quorum be determined?
A majority of the outstanding shares of the combined classes of common stock present or represented by proxy constitutes a quorum for the annual meeting. As of the record date, March 10, 2023, we had 19,396,08114,981,347 shares of common stock and 1,767,2961,283,260 shares of Class A common stock.stock outstanding.


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

 
Proposals
Board Voting Recommendation
Votes Required
For Approval
 
Abstentions
Uninstructed shares
Broker non-votes
Election of Directors –
Class A Common Stockholders
Common Stockholders
 
FOR
FOR
Plurality of votes cast in person or by proxy – the most affirmative votes
 
No effect
 
No effect
RatificationApproval of the appointment of Grant Thornton LLP as our independent auditorNon-Employee Director Compensation Plan
FOR
Combined majority of votes cast in person or by proxyCountsNo effectNo effect
Advisory Vote on Executive CompensationFORCombined majority of votes cast in person or by proxyNo effectNo effect
Ratification of the appointment of Grant Thornton LLP as a vote againstour independent registered public accounting firm for 2023FORCombined majority of votes cast in person or by proxyNo effect
No effect
Discretionary voting by broker permitted

The owners of Class A common stock and common stock vote as separate classes in the election of directors. Holders of Class A common stock will elect six directors, and holders of common stock will elect two directors. OnThe election of directors requires a plurality (i.e. the most) affirmative votes cast for approval. An “abstention” will have no effect on the vote’s outcome, because an abstention does not count as a vote under Maryland law, and under our bylaws, the candidates who receive the highest number of “for” votes are elected.
For all other matters, excluding the election of directors, the owners of common stock are entitled to one vote for each share held, and the owners of Class A common stock are entitled to ten votes per share held.
The electionheld and the votes of directors requires a plurality or the most affirmative votes for approval. A "withhold vote" or "abstention" will have no effect on the vote's outcome, because the candidates who receive the highest number of "for" votesboth classes are elected. The remaining proposal requiresthen combined. These proposals require a combined majority of votes cast in person or by proxy for approval.
approval, and an “abstention” will not have the effect of a vote “against” the proposals because an abstention does not count as a vote cast under Maryland law. Abstentions are counted for purposes of quorum and have the effect of a vote "against" any matter as to which they are specified.quorum.
Proxies submitted by brokers that do not indicate a vote for some or all of the proposals because they do not have discretionary voting authority and have not received instructions as to how to vote on those proposals (so-called "broker non-votes"“broker non-votes”) are not considered "shares present"“shares present” and will not affect the outcome of the vote.



2023 Proxy Statement | 50

INFORMATION ABOUT OUR ANNUAL MEETING


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



Where can I find the voting results of the annual meeting?
We will announce voting results at the annual meeting, and we will publish the final results in a Form 8-K to be filed with the SEC on or before May 11, 2018.12, 2023. You may access or obtain a copy of this and other reports free of charge on our website at havertys.com, or by contacting our corporate secretary.
40
INFORMATION ABOUT OUR ANNUAL MEETING


What if I want to receive a paper copy of the annual report and proxy statement?
If you wish to receive a paper copy of the 20172022 annual report and 20182023 proxy statement, or future annual reports and proxy statements, please call 1-800-241-4599, send an email to investor.relations@havertys.com or write to: Corporate Secretary, Havertys, 780 Johnson Ferry Road, Suite 800, Atlanta, GA 30342. We will deliver the requested documents to you promptly upon your request.


If I share my residence with another stockholder, how many copies of the Notice regarding Internet availability of proxy materials or of the printed proxy materials will I receive?
In accordance with
Stockholders Sharing the Same Address


The SEC has adopted rules we are sending onlythat allow a company to deliver a single Notice of Internet Availability of Proxy Materialsproxy statement or set of the printed proxy materialsannual report to any household at whichan address shared by two or more stockholders reside if they share the same last name or we reasonably believe they are members of the same family, unless we have received instructions to the contrary from any stockholder at that address.its stockholders. This practice,method of delivery, known as "householding,"“householding,” permits us to realize significant cost savings, reduces the volumeamount of duplicate information received at your home, helps reduce our costs forstockholders receive, and reduces the environmental impact of printing and mailing documents to our stockholders. Under this process, certain stockholders will receive only one copy of our proxy materials and helps reduce waste.
Each stockholder subject to householding that requests printedany additional proxy materials will receive a separate proxy cardthat are delivered until such time as one or voting instruction card.  We will deliver promptly, upon written requests, a separate copy of the annual report or proxy statement, as applicable, to a stockholder at a shared address to which a single copy of the document was previously delivered.  If you received a single setmore of these documents for the year, but you would preferstockholders notifies us that they want to receive your own copy, youseparate copies. Any stockholders who object to, or wish to begin householding, may direct requests for separate copies to:contact the Corporate Secretary Haverty Furniture Companies, Inc.,at 1-800-241-4599 or Corporate Secretary, Havertys, 780 Johnson Ferry Road, Suite 800, Atlanta, GA 30342. If you are aWe will send an individual copy of the proxy statement to any stockholder who receives multiple copiesrevokes their consent to householding within 30 days of our proxy materials, you may request householding by contacting us in the same manner and requesting a householding consent form.receipt of such revocation.



Stockholder Proposals for 20192024 Meeting

If you wish to submit a proposal for possible inclusion in our proxy statement relating to our 2019 Annual Stockholders' Meeting, send the proposal

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

Proposals to Be Included in Next Year’s Proxy Statement 

Stockholder proposals intended for inclusion in our proxy statement for the 20192024 Annual Stockholders'Stockholders’ Meeting in accordance with the SEC'sSEC’s Rule 14a-8 under the Exchange Act must be received by our company no later than the close of business on November 28, 2018.29, 2023. Any stockholder proposal received by the company after that date will not be included in the company'scompany’s proxy statement relating to the 20192024 Annual Stockholders'Stockholders’ Meeting. Further, all proposals submitted for inclusion in the company'scompany’s proxy statement relating to the 20192024 Annual Stockholders'Stockholders’ Meeting must comply with all of the requirements of SEC Rule 14a-8.

Stockholders
2023 Proxy Statement | 51
Proposals Not to Be Included in Next Year’s Proxy Statement
Stockholder nominations or stockholders who wish to bring business before Havertys' 2019Havertys’ 2024 Annual Stockholders'Stockholders’ Meeting other than through a stockholder proposal pursuant to SEC Rule 14a-8 must notifycomply with the Corporate Secretary of our companyrelevant provisions in writing and provide the information required by our bylaws. Under the bylaws, thewritten notice of such nomination or other business must be received by the Corporate Secretary at the address noted above not less than 60 days (January 28, 2024) nor more than 90 days (December 29, 2023) prior to the one-year anniversary of the date of the mailing of the notice for the 20192023 Annual Stockholders' Meeting, or between December 28, 2018 and January 27, 2019.Stockholders’ Meeting. However, if the date of the 20192024 Annual Stockholders'Stockholders’ Meeting is more than 30 days before or after such anniversary date, the notice must be received by the Corporate Secretary at the address noted above not earlier than the 120th day prior to the date of the 20192024 Annual Shareholders'Stockholders’ Meeting and not later than the later of the 90th day prior to the date of the 20192024 Annual Stockholders'Stockholders’ Meeting and the tenth day following the day on which a public announcement of the date of the 20192024 Annual Stockholders'Stockholders’ Meeting is first made. The
In addition to satisfying the deadlines under the advance notice provisions of our bylaws can be founddescribed above, a stockholder who intends to solicit proxies pursuant to SEC Rule 14a-19 in support of nominees submitted under the advance notice provisions of our bylaws must provide notice to the Secretary of the Company regarding such intent no later than March 9, 2024. 

Available Information


All of our corporate governance policies, including our board committee charters, Code of Conduct, Governance Guidelines, Director Communication Policy and other governance documents are available on our corporate website at https://www.havertys.com/furniture/bylaws.
41

Available Information

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



Other Business



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




By Order of the boardBoard of directorsDirectors


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

March 28, 20182023
Atlanta, Georgia


42
2023 Proxy Statement | 52

*** Exercise Your Right to Vote ***

IMPORTANT NOTICE Regarding the Availability of Proxy Materials

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

- Before You Vote -
How to Access the Proxy Materials

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



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




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


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



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


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


HAVERTYS
HAVERTY FURNITURE COMPANIES, INC.
NON-EMPLOYEE DIRECTOR COMPENSATION PLAN


SECTION 1
PURPOSE

1.1Purpose

The purpose of the Non-Employee Director Compensation Plan (the “Plan”) is to enable Haverty Furniture Companies, Inc. (the “Company”) to compensate non-employee members (each, a “Non-Employee Director”) of the Company’s Board of Directors (the “Board”) who contribute to the Company’s success by their abilities, ingenuity and industry, and to better ensure that the interest of such Non-Employee Directors are more closely aligned with the interests of the Company’s stockholders. This Plan replaces in its entirety the Haverty Furniture Companies, Inc. Amended and Restated Non-Employee Director Compensation Plan (the “Prior Plan”).

SECTION 2
ADMINISTRATION

2.1Nominating, Compensation and Governance Committee

The Plan shall be administered by the Nominating, Compensation and Governance Committee of the Board (the “NCG Committee”).  The day to day administration of the Plan shall be administered by a committee consisting of the chairman of the Board, chief executive officer and corporate secretary of the Company or such other senior officers as the chief executive officer shall designate (the “Administrative Committee”).  Under the direction and guidance of the NCG Committee of the Board, the Administrative Committee shall interpret the Plan, shall recommend to the NC&G Committee amendments and rescissions of rules relating to it from time to time as it deems proper and in the best interest of the Company and shall take any other action necessary for the administration of the Plan.

SECTION 3
PARTICIPATION

3.1Participants

Each person who is a Non-Employee Director on the Effective Date (as defined in Section 6.1 of the Plan) shall become a participant in the Plan on the Effective Date.  Thereafter, each Non-Employee Director shall become a participant immediately upon election or appointment to the Board, as applicable.

SECTION 4
SHARES AVAILABLE FOR THE PLAN

4.1Maximum Number of Shares

Subject to 4.2, the maximum number of shares of the Company’s common stock, $1.00 par value per share (the “Common Stock”) which may at any time be awarded under the Plan is five hundred thousand (500,000) shares of Common Stock.  From and after the Effective Date (as defined in Section 6.1 of the Plan), no further awards shall be granted under the Prior Plan and the Prior Plan shall remain in effect only so long as awards granted thereunder shall remain outstanding. Awards may be from shares held in the Company’s treasury.

2023 Proxy Statement | Appendix A - 1

4.2Adjustment to Shares of Stock Issuable Pursuant to the Plan

In the event of any change in the outstanding shares of Common Stock by reason of any stock split, stock split-up, stock dividend, recapitalization, merger, consolidation, combination or exchange of shares, or other similar change in corporate structure or change affecting the capitalization of the Company, an equitable adjustment shall be made to the number of shares issuable under this Plan as the Board determines is necessary or appropriate, in its discretion, to give proper effect to such corporate action.  Any such adjustment determined in good faith by the Board shall be conclusive and binding for all purposes of this Plan.

SECTION 5
COMPENSATION

5.1Amount of Compensation

The annual retainer, annual stock grant, meeting fees (if applicable), committee fee or any other compensation paid to Non-Employee Directors (“Director Compensation”) shall be determined by the NCG Committee and set forth on Schedule I hereto. Director Compensation, other than the annual stock grant, shall be paid, unless deferred pursuant to the current Director’s Deferred Compensation Plan, or any successor thereto, as amended from time to time (“Deferred Compensation Plan”), as provided in this Section 5.

5.2Annual Retainer

(a)Annual Retainer.  The annual retainer (“Annual Retainer”) shall be determined by the NCG Committee and set forth on Schedule I hereto.  The Annual Retainer shall consist of cash (the “Cash Retainer”) and Common Stock (the “Equity Retainer”).  Except as otherwise provided in Section 5.8 hereof, the Equity Retainer shall be granted on the first Payment Date of the Annual Period. The Cash Retainer shall be paid quarterly.

In the discretion of each Non-Employee Director, he or she may, by written election made on or before October 31 of the calendar year prior to the Annual Period, elect to receive 100% of his or her Annual Retainer in shares of Common Stock. Such election shall be irrevocable with respect to the next Annual Period’s Annual Retainer and shall be effective for the next succeeding Payment Date.

(b)Determination of Number of Shares of Common Stock Issuable.  On the first day of the Annual Period each year, the number of whole shares of Common Stock to be paid to a Non-Employee Director in respect of such Non-Employee Director’s Equity Retainer shall be determined by dividing the dollar amount of the Annual Retainer to be paid in Common Stock by the Market Price (as hereinafter defined) of the Common Stock as of the first day of the Annual Period (or if the first day of the Annual Period is not a day on which trading is conducted on the securities market or exchange on which the Common Stock is then traded, then as of the last such trading day occurring before the first day of the Annual Period).  No fractional share shall be paid pursuant to this Section 5.2(b) and in lieu thereof the Non-Employee Director shall be paid the cash equivalent of any such fraction share.

For the purpose of this Plan, “Market Price” shall mean, as of any date, the closing price of the Common Stock on such date as quoted by the New York Stock Exchange or, if the Common Stock is then traded on a different securities market or exchange, the closing price of such Common Stock as quoted on such market or exchange.

2023 Proxy Statement | Appendix A - 2

5.3Annual Stock Grant

The Annual Stock Grant Value (“Annual Stock Grant Value”) shall be determined by the NCG Committee and set forth on Schedule I hereto. Except as otherwise provided in Section 5.8 hereof, each Non-Employee Director in service on the first payment date of the Annual Period shall receive a grant of shares of fully-vested Common Stock (the “Annual Stock Grant”).  The number of shares of Common Stock in the Annual Stock Grant shall be determined by (A) dividing the Annual Stock Grant Value as in effect for that Annual Period by the Market Price of the Common Stock on the date of grant of the Annual Stock Grant, and (B) rounding to the nearest whole number.

5.4Meeting Fees; Committee Chairman Fees

In addition to payment of the Annual Retainer and the Annual Stock Grant provided for in Sections 5.2 and 5.3, respectively, each Non-Employee Director may be paid additional fees in cash for attendance at Board and committee meetings (“Meeting Fee”).  An annual committee chair retainer fee shall be paid in cash to each Non-Employee Director who is serving as chairman of each of the Board’s standing committees (“Committee Chairman Fee”). In addition, other fees may be paid from time to time, including committee membership fees, lead director retainers, etc.  The Meeting Fees, if any, the Committee Chairman Fee, and any additional fees shall be determined by the NCG Committee from time to time and set forth on Schedule I hereto.

5.5Deferral of Compensation

Each Director may, by October 31 of each calendar year prior to the Annual Period or at such later time as may be provided by Treasury Regulations promulgated under Section 409A of the Code, elect to (i) receive his or her Director Compensation for the Annual Period in the form of cash or Common Stock, paid in accordance with Section 5.2 and 5.3, (ii) defer receipt of the cash and/or common stock portion of his or her Annual Retainer, in accordance with, and pursuant to the terms and conditions of, the Deferred Compensation Plan, (iii) defer receipt of any applicable Meeting Fees and/or Committee Chairman Fees, in accordance with, and pursuant to the terms and conditions of, the Deferred Compensation Plan, (iii) defer receipt of shares underlying the Annual Stock Grant, in accordance with, and pursuant to the terms and conditions of, the Deferred Compensation Plan or (iv) any combination thereof.  If no election is received by the Company, then the Non-Employee Director shall be deemed to have made an election to receive his or her Annual Retainer, Meeting Fees and Committee Chairman Fees, if applicable, and Annual Stock Grant in the same manner as the prior Annual Period.  An election under this Section 5.5 and in accordance with the terms of the Deferred Compensation Plan shall apply to the Director Compensation earned during the Annual Period (as defined below) for which the election is effective.

5.6Payment Dates

The term “Payment Date” shall mean the first day of the Annual Period.

5.7Annual Period

The term “Annual Period” shall mean the period which begins on the Company’s Annual Stockholders Meeting and terminates the day before the succeeding Annual Stockholders Meeting.

2023 Proxy Statement | Appendix A - 3


5.8Mid-Year Appointment

If a Non-Employee Director is appointed to the Board on a date other than the Annual Stockholders Meeting, then (i) his or her Annual Retainer and Annual Stock Grant shall be prorated based on the number of calendar days between the date that Non-Employee Director is appointed to the Board and the next scheduled Annual Stockholders Meeting; and (ii) his or her Equity Retainer and Annual Stock Grant, pro-rated as provided herein, shall be granted on the date that his or her service on the Board commences.

SECTION 6
GENERAL PROVISIONS

6.1Effective Date and Term of Plan

The Plan was adopted by the Board on February 24, 2023, and approved by the Company’s stockholders on [May 8, 2023] (the “Effective Date”). The Plan shall remain in effect, subject to the right of the Board to terminate the Plan at any time pursuant to Section 6.2, until the date immediately preceding the tenth (10th) anniversary of the Effective Date.

6.2Termination and Amendment

Subject to the approval of the NCG Committee and the Board, the Administrative Committee may from time to time make such amendments to the Plan as it may deem proper and in the best interest of the Company, including, but not limited to, any amendment necessary to ensure that the Company may obtain any regulatory approval required; provided however, that to the extent required by applicable law, regulation or stock exchange rule, stockholder approval shall be required.  The Board, at the recommendation of the NCG Committee, may at any time suspend the operation of or terminate the plan.  No amendment, suspension or termination may impair the right of a Non-Employee Director or the Non-Employee Director’s designated beneficiary to receive benefits accrued prior to the effective date of such amendment, suspension or termination.

6.3Six Month Holding Period

All shares of Common Stock issued under the Plan must be held for six months from the date of issuance prior to any disposition by the Non-Employee Director.

6.4Applicable Law

The Plan shall be construed and governed in accordance with the laws of the State of Georgia.
2023 Proxy Statement | Appendix A - 4


SCHEDULE I
DIRECTOR COMPENSATION SCHEDULE
Effective as of May 8, 2023

The following shall remain in effect until changed by the NC&G Committee:

Annual Retainer(1)
All Non-Employee Directors$100,000
Supplemental Annual Retainers
Lead Director$12,000
Audit Committee Chair$10,000
NC&G Committee$10,000
Annual Stock Grant (FMV)
All Non-Employee Directors$40,000
Non-employee Directors will not receive any fees for attendance at meetings of the Board of Directors or committees thereof.
(1) Fifty percent (50%) of the Annual Retainer shall be paid in shares of Common Stock and fifty percent (50%) shall be paid in cash. Non-employee directors may elect to receive 100% of the Annual Retainer in Common Stock

2023 Proxy Statement | Appendix A - 5


APPENDIX B — GAAP TO NON-GAAP RECONCILIATION


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

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

Reconciliation of EBITDA


(in thousands) 
Year Ended
December 31, 2022
 
Income before income taxes, as reported(1)
 $119,501 
Interest income, net(1)
  (1,618)
Depreciation(1)
  16,926 
EBITDA $134,809 

(1)These amounts are included in our Form 10-K for the year ended December 31, 2022.

2023 Proxy Statement |  Appendix B

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Haverty Furniture Companies, Inc.
780 Johnson Ferry Road, NE
Suite 800
Atlanta, GAGeorgia 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 RECORDSgraphic
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 Dukes02) Fred L. Schuermann
The Board of Directors recommends a vote FOR the following proposal.
2. Ratification of the Appointment of Grant Thornton
LLP as Independent Auditor for 2018.
For    Against   Abstain
☐         ☐             ☐
Please date and sign exactly as name(s) appear(s) hereon. When signing as an attorney, administrator, trustee or guardian, please give full title as such.   If a corporation, please sign in full corporate name by President or other authorized person.  If a partnership, please sign in partnership name by authorized person. For joint accounts, each joint owner should sign.
For address changes and/or comments, please check this box and write them on the back where indicated. [  ]
Signature [PLEASE SIGN WITHIN BOX] Date
Signature (Joint Owners) Date




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


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HAVERTYS
HAVERTY FURNITURE COMPANIES, INC.
graphic
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. Glover04) Vicki R. Palmer
02)   Rawson Haverty, Jr.05) Clarence H. Smith
03)   Mylle H. Mangum06) Al Trujillo
The Board of Directors recommends a vote FOR the following proposal.
2. Ratification of the Appointment of Grant Thornton
LLP as Independent Auditor for 2018.
For    Against  Abstain
☐           ☐          ☐
Please date and sign exactly as name(s) appear(s) hereon. When signing as an attorney, administrator, trustee or guardian, please give full title as such.   If a corporation, please sign in full corporate name by President or other authorized person.  If a partnership, please sign in partnership name by authorized person. For joint accounts, each joint owner should sign.
For address changes and/or comments, please check this box and write them on the back where indicated. [  ]



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