| Proposal 1. | | | to elect six directors to serve until the 2022 Annual Meeting of Stockholders; | |
| Proposal 2. | | | to approve, by a non-binding advisory vote, our Named Executive Officer compensation; | |
| Proposal 3. | | | to ratify the appointment of KPMG LLP as our independent registered public accounting firm for the 2022 fiscal year; and | |
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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on November 30, 2021:
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The 2021 Annual Report and Notice & Proxy Statement are available at www.proxyvote.com
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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on November 30, 2021:
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The 2021 Annual Report and Notice & Proxy Statement are available at www.proxyvote.com
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Our Board’s Recommendation
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ITEM 1. Election of Directors
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| | The Board and the Corporate Governance, Nominations and Sustainability Committee believe that the director nominees possess the necessary qualifications and experiences to provide quality advice and counsel to the Company’s management and effectively oversee the business and the long-term interests of stockholders. | | | |
FOR each Director
Nominee |
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ITEM 2. Advisory Vote to Approve Executive Compensation
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| | The Company seeks a non-binding advisory vote to approve the compensation of its Named Executive Officers as described in the Compensation Discussion and Analysis and the Compensation Tables in this Proxy Statement. Although the vote is non-binding, the Board values stockholders’ opinions, and the Compensation Committee will take into account the outcome of the advisory vote when making future executive compensation decisions. This advisory vote will serve as an additional tool to guide the Board and the Compensation Committee in continuing to improve the alignment of the Company’s executive compensation program with the interests of Ethan Allen and its stockholders and is consistent with our commitment to high standards of corporate governance and stockholder engagement. | | | |
FOR
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ITEM 3. Ratification of the Appointment of KPMG LLP as our Independent Registered Public Accounting Firm
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| | The Audit Committee and the Board believe that the retention of KPMG LLP to serve as the independent registered public accounting firm for the 2022 fiscal year is in the best interests of the Company and its stockholders. As a matter of good corporate governance, stockholders are being asked to ratify the Audit Committee’s appointment of KPMG LLP as its independent registered public accounting firm. | | | |
FOR
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Name
|
| | |
Audit
Committee |
| | |
Compensation
Committee |
| | |
Corporate
Governance, Nominations and Sustainability Committee |
| | |
Lead
Independent Director |
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| | James B. Carlson (1) | | | |
Member
|
| | |
Chairperson
|
| | | | | | | | | |
| | Dr. John Clark (2) | | | | | | | | | | | | | | | | | | |
| | John J. Dooner, Jr. | | | | | | | |
Member
|
| | |
Chairperson
|
| | | | | |
| | Cynthia Ekberg Tsai (2) | | | | | | | | | | | | | | | | | | |
| | Domenick J. Esposito (3) | | | |
Chairperson
|
| | |
Member
|
| | | | | | |
✓
|
| |
| | Mary Garrett (1) | | | |
Member
|
| | | | | | | | | | | | | |
| | David M. Sable (2) | | | | | | | | | | | | | | | | | | |
| | Dr. James W. Schmotter (1) | | | |
Member
|
| | | | | | |
Member
|
| | | | | |
| | Tara I. Stacom | | | | | | | | | | | |
Member
|
| | | | | |
| |
Ethan Allen Director Nominees (1)
|
| | |
CEO or
Senior Executive Level Experience |
| | |
Risk
Management |
| | |
International
Experience |
| | |
Operating
Experience |
| | |
Retail and
Digital Experience |
| | |
Finance
Experience |
| | |
Real
Estate Experience |
| | |
Marketing
and Brand Building Expertise |
| |
| | M. Farooq Kathwari | | | |
✓
|
| | |
✓
|
| | |
✓
|
| | |
✓
|
| | |
✓
|
| | |
✓
|
| | |
✓
|
| | |
✓
|
| |
| | Dr. John Clark *(2) | | | |
✓
|
| | |
✓
|
| | |
✓
|
| | |
✓
|
| | | | | | |
✓
|
| | | | | | |
✓
|
| |
| | John J. Dooner, Jr. * | | | |
✓
|
| | |
✓
|
| | |
✓
|
| | |
✓
|
| | | | | | |
✓
|
| | | | | | |
✓
|
| |
| | Cynthia Ekberg Tsai *(2) | | | |
✓
|
| | |
✓
|
| | |
✓
|
| | |
✓
|
| | |
✓
|
| | |
✓
|
| | | | | | |
✓
|
| |
| | David M. Sable *(2) | | | |
✓
|
| | |
✓
|
| | |
✓
|
| | |
✓
|
| | |
✓
|
| | |
✓
|
| | | | | | |
✓
|
| |
| | Tara I. Stacom * | | | |
✓
|
| | |
✓
|
| | | | | | |
✓
|
| | | | | | |
✓
|
| | |
✓
|
| | |
✓
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| |
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M. Farooq KathwariENTREPRENURIAL AND DISCIPLINED LEADER
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| | |||||||
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Mr. Kathwari is the Chairman, President and Chief Executive Officer of Ethan Allen Interiors Inc. He has been President since 1985 and Chairman and Chief Executive Officer since 1988. He holds a Bachelor of Arts in both English Literature and Political Science from Kashmir University and an MBA in International Marketing from New York University. He is also the recipient of three honorary doctorate degrees.
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| | |
Director since 1985
Age: 77
Board Committees:
•
Chairperson of the
Board
|
| |
| | Specific Qualifications, Attributes, Skills and Experience: | | | |||||||
| |
Mr. Kathwari serves in numerous capacities at several nonprofit organizations. He is an advisory member of the New York Stock Exchange; former chairman of the National Retail Federation; a member of the Board of Overseers of the International Rescue Committee; Chairman Emeritus of Refugees International; a member of the International Advisory Council of the United States Institute of Peace; and a member of the advisory board of the Center for Strategic and International Studies.
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| | |||||||
| |
Among his recognitions, Mr. Kathwari is a recipient of the 2018 Ellis Island Medal of Honor, has been inducted into the American Furniture Hall of Fame and recipient of the National Retail Federation Gold Medal. He has been recognized as an Outstanding American by Choice by the U.S. government. He has received the Yale School of Management’s Chief Executive Leadership Institute Lifetime of Leadership Award. He has also been recognized by Worth magazine as one of the 50 Best CEOs in the United States. He is the author of Trailblazer: from the Mountains of Kashmir to the Summit of Global Business and Beyond.
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Mr. Kathwari has extensive knowledge of the history of both the Company and the furniture industry as well as extensive experience in growing and managing a business. Mr. Kathwari possesses insight into retailing, marketing, manufacturing, finance, and strategic planning. In addition, his work with both for-profit and not-for-profit organizations has given him perspectives from other industries, which have proven valuable throughout his service to the Company.
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Dr. John Clark EDUCATOR AND ADMINISTRATION LEADER
|
| | |||||||
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Dr. John Clark is the President of Western Connecticut State University since 2015. He previously was the Acting University Executive Director of the City University of New York’s (CUNY) Office of Business and Industry Relations. Before joining CUNY, he was a visiting professor at Stony Brook University. Prior to that, he was Interim Chancellor of the State University of New York (SUNY). During his career at SUNY, Dr. Clark was the interim president of four of its colleges; Plattsburgh, Brockport, Alfred State and Optometry. He also served as Interim Vice Chancellor for Enrollment Management and University Life at SUNY System Administration.
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| | |
Independent
Director since
Newly Nominated
Age: 70
Board Committees:
•
N/A - New nominee
|
| |
| | Specific Qualifications, Attributes, Skills and Experience: | | | |||||||
| |
Before joining SUNY, Dr. Clark had an 18-year Wall Street career as an analyst and investment banker specializing in health and higher education. Dr. Clark held various positions in New York City and state government and is a Vietnam-era veteran. He also has wide-ranging experiences as a board member with various not-for-profit organizations providing educational, healthcare, and housing services. Dr. Clark holds five degrees, including a Bachelor of Arts degree in history cum laude from Providence College, a Master of public administration degree from the John Jay College of Criminal Justice (CUNY), a Master of Arts degree in economics from Fordham University, a Master of Arts degree in philosophy from New York University, and a Doctorate in education from Teachers College, Columbia University. Dr. Clark brings to the Board his strategic thinking, people development skills and unique hands-on experience in investment banking and administration management.
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| |
| | John J. Dooner, Jr. MARKETING AND STRATEGIC COMMUNICATIONS LEADER | | | |||||||
| |
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| |
Mr. Dooner founded The Dooner Group, a marketing communication consultancy in 2012, and serves as Chairman Emeritus of McCann Worldgroup, a company he formed in 1997, and of which he had been Chief Executive Officer from its founding until 2011.
|
| | |
Lead Independent
Director Director since 2011
Age: 73 Board Committees: • Nominations - Chair
• Compensation
|
| |
| | Specific Qualifications, Attributes, Skills and Experience: | | | |||||||
| |
Under Mr. Dooner’s leadership, McCann grew to be one of the world’s largest marketing communications organizations, with operations in over 125 countries with a client roster that includes preeminent global marketers and many of the world’s most famous brands. Prior to assuming that position, Mr. Dooner was Chief Executive Officer of McCann Erickson Worldwide, a post he assumed in 1992. Mr. Dooner serves on several not-for-profit organizations including as Chairman of St. Thomas University based in Miami, Florida. He is Past Chairman Board of Trustees and Past Brand Platform Chairman of United Way Worldwide based in Washington, DC. In April 2019, Mr. Dooner was inducted into the American Advertising Federation Hall of Fame. In May 2019 he received an honorary doctorate from St. Thomas University. Mr. Dooner brings extensive advertising and branding expertise to the Board.
|
| |
| | Cynthia Ekberg Tsai FINANCE AND MANAGEMENT DEVELOPMENT LEADER | | | |||||||
| |
![]() |
| |
Ms. Ekberg Tsai is the CEO of Tana Systems, a global software and IT company based in the U.S. and India. She is also CEO of Healthquest, a global biotechnology and medical technologies advisory firm, where she specializes in providing strategic introductions and advice to rising executives.
|
| | |
Independent
Director since
Newly Nominated
Age: 65
Board Committees:
•
N/A - New nominee
|
| |
| | Specific Qualifications, Attributes, Skills and Experience: | | | |||||||
| |
Ms. Tsai spent 16 years on Wall Street as a Vice President with Merrill Lynch and Kidder Peabody. She is the former Founder and CEO of HealthExpo, the largest consumer healthcare event in the U.S., where she grew the enterprise from concept to execution, attracting more than 50 million consumers to HealthExpo. Previously, Ms. Tsai was a General Partner in MassTech Ventures, a multi-million-dollar equity fund focused on technology development at Massachusetts Institute of Technology. Ms. Tsai currently serves on the Board of Selectors for the Jefferson Foundation Awards and is on the board of the Prix Galien Foundation. In 1999, the Harvard Business School Alumni Chapter in New York recognized Ms. Tsai with an Early-Stage Honor Roll Award for Entrepreneurship. In 2004, she also received a “Leading Woman Entrepreneur of the World” Award from the Star Foundation in Overland Park, Kansas. She earned a Bachelor of Arts in Psychology from the University of Missouri. Ms. Tsai brings to the Board her strategic thinking and unique hands-on experience in investment banking and brand building.
|
| |
| | David M. Sable MARKETING AND DIGITAL LEADER | | | |||||||
| |
![]() |
| |
Mr. Sable is Co-Founder and Partner of DoAble, a Marketing Consultancy focused on branding, positioning, and big ideas. As Senior Advisor to WPP plc (“WPP”), a multinational communications, advertising, public relations, technology, and commerce holding company, he mentored and consulted across the company. Previously he was Chairman of VMLY&R. He propelled Y&R to a top-five global creative firm at Cannes, developed new resources and practices, expanded the global footprint of subsidiary company VML, and ultimately helped unify Y&R and VML into VMLY&R, one of the most successful agencies in the industry today.
|
| | |
Independent
Director since
Newly Nominated
Age: 68
Board Committees:
•
N/A - New nominee
|
| |
| | Specific Qualifications, Attributes, Skills and Experience: | | | |||||||
| |
Mr. Sable serves as a board member and member of the Audit, Compensation and Nominating Committees of American Eagle Outfitters (NYSE: AEO). Prior to his time at Y&R, Mr. Sable served at Wunderman, Inc., a leading customer relationship manager and digital unit of WPP, as Vice Chairman and Chief Operating Officer, from August 2000 to February 2011. Mr. Sable was a Founding Partner and served as Executive Vice President and Chief Marketing Officer of Genesis Direct, Inc., a pioneer digital omni-channel retailer, from June 1996 to September 2000. Mr. Sable attended New York University and Hunter College in New York. In 2013, Fast Company named Mr. Sable one of the 10 Most Generous Marketing Geniuses. He currently serves on the Board of Directors of both UNICEF/USA and the International Special Olympics, as well as on the Executive Board of UNCF and he was Executive Producer on MTV’s highly acclaimed REBEL MUSIC series. Mr. Sable brings to the Board more than 30 years of experience and strategic insight in digital leadership and marketing communications. The Board also benefits from his extensive involvement with community programs.
|
| |
| | Tara I. Stacom REAL ESTATE AND FINANCIAL INDUSTRIES LEADER | | | |||||||
| |
![]() |
| |
Ms. Stacom is an Executive Vice Chairman of Cushman & Wakefield since 2013, a worldwide commercial real estate firm with 50,000 employees. During her 40-year career, Ms. Stacom has been responsible for executing in excess of 60 million square feet and some of the largest and most complex leasing, sales, and corporate finance real estate transactions.
|
| | |
Independent
Director since 2015
Age: 63
Board Committees:
•
Nominations
|
| |
| | Specific Qualifications, Attributes, Skills and Experience: | | | |||||||
| |
Ms. Stacom earned her Bachelor of Science degree in Finance at Lehigh University where she later served on the Board of Trustees. She is a director of the Realty Foundation of New York and a member of the Real Estate Board of New York having served on numerous committees including Ethics and the Commercial Brokerage Division. Ms. Stacom is a “Director’s Circle Member” of Girls, Inc., a board member of Right to Dream and recipient of Crain’s New York Business 100 Most Influential Women in New York City. She was awarded “Woman of the Year” of the New York Executives in Real Estate (WX), and Real Estate New York and Real Estate Forum’s Women of Influence. She received Northwood University’s Distinguished Women’s Award in recognition of the enormous contribution she has made to communities, businesses, volunteer agencies, and public and private sector services worldwide. Ms. Stacom was honored with the Real Estate Board of New York’s highest achievement, the 2011 Most Ingenious Deal of the Year (First Place Henry Hart Rice Award) for the leasing of One World Trade Center. Ms. Stacom brings extensive knowledge of commercial real estate and finance to the Board.
|
| |
| |
Name
|
| | |
Fees Earned or
Paid in Cash (1) |
| | |
Option
Awards (2)(3) |
| | |
Total
|
| |
| | James B. Carlson (4) | | | |
$ 68,000
|
| | |
$ 19,707
|
| | |
$ 87,707
|
| |
| | John J. Dooner, Jr. (5) | | | |
$ 68,000
|
| | |
$ 19,707
|
| | |
$ 87,707
|
| |
| | Domenick J. Esposito (6) | | | |
$ 82,000
|
| | |
$ 19,707
|
| | |
$ 101,707
|
| |
| | Mary Garrett (7) | | | |
$ 60,000
|
| | |
$ 19,707
|
| | |
$ 79,707
|
| |
| | Dr. James W. Schmotter (8) | | | |
$ 62,000
|
| | |
$ 19,707
|
| | |
$ 81,707
|
| |
| | Tara I. Stacom (9) | | | |
$ 60,000
|
| | |
$ 19,707
|
| | |
$ 79,707
|
| |
| |
Name
|
| | | | | | | | | |
Amount and
Nature of Beneficial Ownership (1) |
| | |
Common Stock
Percentage Ownership (1) |
| | ||||||
| | M. Farooq Kathwari | | | | |
|
(2)
|
| | | | | | 2,644,974 | | | | | | | 10.5% | | | |
| | John J. Dooner, Jr. | | | | |
|
(3)
|
| | | | | | 43,416 | | | | | | | * | | | |
| | James B. Carlson | | | | |
|
(4)
|
| | | | | | 41,469 | | | | | | | * | | | |
| | Dr. James W. Schmotter | | | | |
|
(5)
|
| | | | | | 35,016 | | | | | | | * | | | |
| | Domenick J. Esposito | | | | |
|
(6)
|
| | | | | | 23,406 | | | | | | | * | | | |
| | Tara I. Stacom | | | | |
|
(7)
|
| | | | | | 22,545 | | | | | | | * | | | |
| | Mary Garrett | | | | |
|
(8)
|
| | | | | | 16,445 | | | | | | | * | | | |
| | Corey Whitely | | | | |
|
(9)
|
| | | | | | 18,786 | | | | | | | * | | | |
| | Daniel E. Grow | | | | |
|
(10)
|
| | | | | | 10,973 | | | | | | | * | | | |
| | Eric D. Koster | | | | |
|
(11)
|
| | | | | | 6,828 | | | | | | | * | | | |
| | Rodney A. Hutton | | | | |
|
(12)
|
| | | | | | 1,515 | | | | | | | * | | | |
| | Clifford Thorn | | | | |
|
(13)
|
| | | | | | 1,374 | | | | | | | * | | | |
| | Dr. John Clark | | | | |
|
(14)
|
| | | | | | — | | | | | | | * | | | |
| | Cynthia Ekberg Tsai | | | | |
|
(14)
|
| | | | | | — | | | | | | | * | | | |
| | David M. Sable | | | | |
|
(14)
|
| | | | | | — | | | | | | | * | | | |
| |
All Directors and Executive Officers as a Group (16 persons)
|
| | | | | | | | | | | | 2,872,369 | | | | | | | 11.3% | | | |
| |
Name of Beneficial Owner
|
| | | | | | | | | |
Amount and
Nature of Beneficial Ownership |
| | |
Common Stock
Percentage Ownership |
| | ||||||
| | BlackRock, Inc. | | | | |
|
(1)
|
| | | | | | 3,893,469 | | | | | | | 15.4% | | | |
| | Dimensional Fund Advisors LP | | | | |
|
(2)
|
| | | | | | 2,056,493 | | | | | | | 8.1% | | | |
| | The Vanguard Group | | | | |
|
(3)
|
| | | | | | 1,404,386 | | | | | | | 5.6% | | | |
| |
STATEMENT OF OPERATIONS DATA
|
| | ||||||||||||
| |
Fiscal Year Ended June 30,
|
| | |
2021
|
| | |
2020
|
| | |
2019
|
| |
| | Net sales | | | |
$ 685,169
|
| | |
$ 589,837
|
| | |
$ 746,684
|
| |
| | Adjusted gross margin (1) | | | |
57.5%
|
| | |
55.7%
|
| | |
55.1%
|
| |
| | Adjusted operating income (1) | | | |
$ 80,335
|
| | |
$ 17,072
|
| | |
$ 55,051
|
| |
| | Adjusted net income (1) | | | |
$ 60,059
|
| | |
$ 13,512
|
| | |
$ 41,632
|
| |
| | Adjusted diluted EPS (1) | | | |
$ 2.37
|
| | |
$ 0.52
|
| | |
$ 1.56
|
| |
| | KEY METRICS | | | |
|
| | |
|
| | |
|
| |
| | Adjusted return on equity (1) | | | |
17.7%
|
| | |
3.9%
|
| | |
11.1%
|
| |
| | Cash flows from operating activities | | | |
$ 129,912
|
| | |
$ 52,696
|
| | |
$ 55,247
|
| |
| | Cash and cash equivalents | | | |
$ 104,596
|
| | |
$ 72,276
|
| | |
$ 20,824
|
| |
| | Current ratio | | | |
1.32
|
| | |
1.65
|
| | |
1.76
|
| |
| | Long-term debt to equity ratio | | | |
0.0%
|
| | |
15.2%
|
| | |
0.1%
|
| |
| | Cash dividends paid | | | |
$ 43,290
|
| | |
$ 21,469
|
| | |
$ 46,990
|
| |
| | Dividend yield | | | |
3.6%
|
| | |
7.1%
|
| | |
3.6%
|
| |
|
Pay Mix
|
| |
Compensation mix of base salary and short-term and long-term incentives provides compensation opportunities measured by a variety of time horizons to balance our near-term and long-term strategic goals.
|
|
|
Performance Metrics
|
| |
A variety of distinct performance metrics are used in both the short-term and long-term incentive plans. This multiple-metric approach to performance metrics encourages focus on sustained and holistic overall Company performance.
|
|
|
Performance Goals
|
| |
Goals are approved by our Compensation Committee and consider our historical performance, current strategic initiatives, and the expected macroeconomic environment. In addition, short-term and long-term incentive compensation programs are designed with payout ranges above and below target levels and within a range that support our pay for performance philosophy.
|
|
|
Equity Incentives
|
| |
Equity incentive programs and stock ownership guidelines are designed to align management and stockholder interests by providing vehicles for executive officers to accumulate and maintain an ownership position in the Company.
|
|
|
Risk Mitigation Policies
|
| |
We incorporate several risk mitigation policies into our officer compensation program, including:
|
|
| | | |
•
The Compensation Committee’s ability to use “negative discretion” to determine appropriate payouts under formula-based plans.
|
|
| | | |
•
A robust recoupment (or “claw-back”) policy covering each of our executive officers. The policy provides that if the Company is required to restate its financial results due to material noncompliance with financial reporting requirements under the securities laws, the Compensation Committee may seek reimbursement of any cash- or equity-based bonus/other incentive compensation (including vested and unvested equity) paid or awarded to the executive officer or effect cancellation of previously-granted equity awards to the extent the compensation was based on erroneous financial data and exceeded what would have been paid to the executive officer under the restatement
|
|
| | | |
•
Stock ownership guidelines for executive officers and directors that are intended to align further the interest of our named executive officers with those of our stockholders.
|
|
|
Anti-Hedging and Anti-Pledging Policies
|
| |
Under our insider trading policy, directors and executive officers are restricted from engaging in short sales, equity derivatives, and hedging their Company stock, whether or not involving trading on inside information. In addition, the Company prohibits employees and directors from purchasing Company securities on margin or holding Company securities in a margin account. We believe these policies further align insiders’ interests with those of our stockholders.
|
|
| | Acco Brands Corporation | | | | Flexsteel Industries, Inc. | | | | HNI Corporation | | | | Kirkland’s, Inc. | | |
| | Apogee Enterprises, Inc. | | | | Green Brick Partners, Inc. | | | |
Hooker Furniture Corporation
|
| | | La-Z-Boy Incorporated | | |
| | Bassett Furniture Industries, Inc. | | | | Haverty Furniture Companies, Inc. | | | | Interface, Inc. | | | | Sleep Number Corporation | | |
| | Cavco Industries, Inc. | | | | Herman Miller, Inc. | | | | Kimball International, Inc. | | | | Steelcase Inc. | | |
| | | | Element | | | Key Characteristics | | |
Link to Shareholder
Value |
| |
How we Determine Amount
|
| | Key Decisions | |
| |
Fixed
|
| |
Base Salary
|
| |
Fixed compensation component payable in cash. Reviewed annually and adjusted when appropriate.
|
| |
A means to attract and retain talented executives capable of driving superior performance.
|
| |
Consider individual contributions to business outcomes, the scope and complexity of each role, future potential, market data, and internal pay equity.
|
| |
There were no changes to base salaries during fiscal 2021 as the Compensation Committee believes each NEO’s current base salary reflects market competitive rates.
|
| |
|
Service-Based Restricted Stock Unit Awards
|
| |
Fixed compensation component payable in stock. Reviewed annually and granted when appropriate.
|
| |
A means to retain talented executives capable of driving superior performance.
|
| |
Consider individual contributions to business outcomes, the scope and complexity of each role, future potential, market data, and internal pay equity.
|
| |
The Compensation Committee awarded service-based restricted stock that vests ratably over two years to each NEO during fiscal 2021. Mr. Koster was previously awarded restricted stock in fiscal 2020, thus did not receive another grant.
|
| |
| |
Performance-
Based |
| |
Annual Incentive Program
|
| |
Variable compensation component payable in cash based on performance against annually established financial goals.
|
| |
Incentive targets are tied to achievement of key annual financial measures. The financial metrics used to determine the payout of the fiscal 2021 awards were Adjusted Operating Income and Revenue growth.
|
| |
Incentive award levels based on individual contributions to business outcomes, potential future contributions, historical incentive amounts, retention considerations and market data.
|
| |
Total incentive awards for fiscal 2021 were earned at 109% of target. Mr. Koster did not participate in the annual non-equity incentive program, but rather received a discretionary bonus based on his individual performance results.
|
| |
|
Performance-Based Unit Awards (PSUs)
|
| |
PSUs cliff vest after a three-year performance period and payouts are based on Company performance against pre-established financial goals and other performance metrics.
|
| |
PSUs recognize our executive officers for achieving superior long-term relative performance. Financial metrics for the fiscal 2021 award were based on Sales growth and Return on Equity. An additional TSR performance metric was also included.
|
| |
Grant award levels based on individual contributions to business outcomes, potential future contributions, historical grant amounts, retention considerations and market data. Actual award payout is based on performance against pre-established goals over a three-year performance period.
|
| |
The Compensation Committee approved PSU grants to select NEOs during fiscal 2021 with three performance metrics that were based on Sales Growth, Return on Equity and a TSR performance metric. Approximately 46% of the fiscal 2019 PSUs granted were earned during fiscal 2021.
|
| |
|
![]() |
| |
![]() |
|
| |
Name
|
| | |
Fiscal 2020
Salary ($) (1) |
| | |
Fiscal 2021
Salary ($) (2) |
| | |
% Chg
|
| |
| | M. Farooq Kathwari | | | |
$1,150,000
|
| | |
$1,150,000
|
| | |
0%
|
| |
| | Corey Whitely | | | |
$ 500,000
|
| | |
$ 500,000
|
| | |
0%
|
| |
| | Rodney A. Hutton | | | |
$ 375,000
|
| | |
$ 375,000
|
| | |
0%
|
| |
| | Daniel M. Grow | | | |
$ 350,000
|
| | |
$ 350,000
|
| | |
0%
|
| |
| | Eric D. Koster | | | |
$ 320,000
|
| | |
$ 320,000
|
| | |
0%
|
| |
| |
($ in millions)
Performance Level |
| | |
Consolidated
Net Sales $ |
| | |
Percent of
Target |
| | |
Adjusted
Operating Income $ (1) |
| | |
Percent of
Target |
| |
| | Maximum | | | |
$631.1
|
| | |
103%
|
| | |
$22.0
|
| | |
118%
|
| |
| | Target | | | |
$613.4
|
| | |
100%
|
| | |
$18.6
|
| | |
100%
|
| |
| | Threshold | | | |
$589.8
|
| | |
96%
|
| | |
$17.1
|
| | |
92%
|
| |
| | Actual | | | |
$685.2
|
| | |
112%
|
| | |
$80.3
|
| | |
432%
|
| |
| | Individual Metric Payout | | | | | | | |
103%
|
| | | | | | |
118%
|
| |
| | Individual Metric Weight | | | |
|
| | |
60%
|
| | |
|
| | |
40%
|
| |
| |
Overall Payout (as percent of Target)
|
| | | | | | | | | | | | | | |
109%
|
| |
| |
Name (1)
|
| | |
Fiscal 2021
Target Incentive ($) |
| | |
Fiscal 2021
Target Incentive (% of base salary) |
| | |
Overall
Performance Level Achieved (% of target performance) |
| | |
Actual
Fiscal 2021 Incentive Payout ($) |
| | |
Actual Fiscal
2021 Incentive Payout (% of base salary) |
| |
| |
M. Farooq Kathwari
|
| | |
$750,000
|
| | |
65%
|
| | |
109%
|
| | |
$1,700,000
|
| | |
148%
|
| |
| | Corey Whitely | | | |
$125,000
|
| | |
25%
|
| | |
109%
|
| | |
$ 166,260
|
| | |
33%
|
| |
| | Rodney A. Hutton | | | |
$ 75,000
|
| | |
20%
|
| | |
109%
|
| | |
$ 99,750
|
| | |
27%
|
| |
| | Daniel M. Grow (2) | | | |
$ 52,500
|
| | |
15%
|
| | |
109%
|
| | |
$ 20,000
|
| | |
6%
|
| |
| |
Fiscal Year
|
| | |
Annual
Incentive Payout (as Percent of Target) |
| |
| | 2019 | | | |
41%
|
| |
| | 2020 | | | |
0%
|
| |
| | 2021 | | | |
109%
|
| |
| | Average Payout | | | |
50%
|
| |
| |
Payout Metric (Total Weight)
|
| | |
Fiscal 2021
Weight (50%) |
| | |
Fiscal 2022
Weight (30%) |
| | |
Fiscal 2023
Weight (20%) |
| |
| | Sales Growth (40%) | | | |
20%
|
| | |
12%
|
| | |
8%
|
| |
| | Return on Equity (40%) | | | |
20%
|
| | |
12%
|
| | |
8%
|
| |
| |
Three-year Total Shareholder Return (20%)
|
| | | | | | | | | | |
20%
|
| |
| |
Name (1)
|
| | |
Threshold
|
| | |
Target
|
| | |
Maximum
|
| |
| | M. Farooq Kathwari | | | |
32,500
|
| | |
65,000
|
| | |
81,250
|
| |
| | Corey Whitely | | | |
7,146
|
| | |
14,292
|
| | |
17,865
|
| |
| | Rodney A. Hutton | | | |
4,288
|
| | |
8,576
|
| | |
10,720
|
| |
| | Daniel M. Grow | | | |
3,001
|
| | |
6,002
|
| | |
7,503
|
| |
| |
Fiscal Year 2019-2021 Performance Period
|
| | ||||||||||||||||||||||||
| | | | | |
Target Goals
|
| | |
Results
|
| | |
Payout as % of Target
|
| | ||||||||||||
| | | | | |
Sales
|
| | |
Return on
Equity |
| | |
Sales
|
| | |
Return on
Equity |
| | |
Sales
|
| | |
Return on
Equity |
| |
| | | | | |
(in millions)
|
| | |
|
| | |
(in millions)
|
| | |
|
| | | | | |
|
| | |
| | FY 2019 | | | |
$797.5
|
| | |
10.3%
|
| | |
$746.7
|
| | |
11.1%
|
| | |
0%
|
| | |
125%
|
| |
| | FY 2020 | | | |
$829.4
|
| | |
11.1%
|
| | |
$589.8
|
| | |
3.9%
|
| | |
0%
|
| | |
0%
|
| |
| | FY 2021 | | | |
$862.5
|
| | |
12.0%
|
| | |
$685.2
|
| | |
17.7%
|
| | |
0%
|
| | |
125%
|
| |
| |
Name (1)
|
| | |
Target
|
| | |
Actual Vested (2)
|
| | |
% Vested
|
| |
| | M. Farooq Kathwari | | | |
65,000
|
| | |
29,798
|
| | |
46%
|
| |
| | Corey Whitely | | | |
6,722
|
| | |
3,082
|
| | |
46%
|
| |
| | Daniel M. Grow | | | |
4,894
|
| | |
2,244
|
| | |
46%
|
| |
| |
Fiscal Year 2020-2022 Performance Period
|
| | ||||||||||||||||||||||||
| | | | | |
Target Goals
|
| | |
Results
|
| | |
Payout as % of Target
|
| | ||||||||||||
| | | | | |
Sales
|
| | |
Return on
Equity |
| | |
Sales
|
| | |
Return on
Equity |
| | |
Sales
|
| | |
Return on
Equity |
| |
| | | | | |
(in millions)
|
| | |
|
| | |
(in millions)
|
| | |
|
| | | | | |
|
| | |
| | FY 2020 | | | |
$776.6
|
| | |
11.7%
|
| | |
$589.8
|
| | |
3.9%
|
| | |
0%
|
| | |
0%
|
| |
| | FY 2021 | | | |
$807.6
|
| | |
12.3%
|
| | |
$685.2
|
| | |
17.7%
|
| | |
0%
|
| | |
125%
|
| |
| | FY 2022 | | | |
$839.9
|
| | |
12.9%
|
| | |
n/a
|
| |
| |
Fiscal Year 2021-2023 Performance Period
|
| | ||||||||||||||||||||||||
| | | | | |
Target Goals
|
| | |
Results
|
| | |
Payout as % of Target
|
| | ||||||||||||
| | | | | |
Sales
|
| | |
Return on
Equity |
| | |
Sales
|
| | |
Return on
Equity |
| | |
Sales
|
| | |
Return on
Equity |
| |
| | | | | |
(in millions)
|
| | |
|
| | |
(in millions)
|
| | |
|
| | | | | |
|
| | |
| | FY 2021 | | | |
$613.4
|
| | |
4.1%
|
| | |
$685.2
|
| | |
17.7%
|
| | |
125%
|
| | |
125%
|
| |
| | FY 2022 | | | |
$638.0
|
| | |
4.3%
|
| | |
n/a
|
| | ||||||||||||
| | FY 2023 | | | |
$663.5
|
| | |
4.5%
|
| | |
n/a
|
| |
| |
Name (1)
|
| | |
$ Value
|
| | |
# of Units
|
| |
| | M. Farooq Kathwari | | | |
$239,500
|
| | |
25,000
|
| |
| | Corey Whitely | | | |
$ 57,480
|
| | |
6,000
|
| |
| | Rodney A. Hutton | | | |
$ 28,740
|
| | |
3,000
|
| |
| | Daniel M. Grow | | | |
$ 19,160
|
| | |
2,000
|
| |
| |
Name and
Principal Position |
| | |
Year
|
| | |
Salary (1)
|
| | |
Bonus (2)
|
| | |
Stock
Awards (3) |
| | |
Non-Equity
Incentive Plan Compensation (4) |
| | |
Change in
Pension Value and Nonqualified Deferred Compensation Earnings (5) |
| | |
All Other
Compensation (6) |
| | |
Total
|
| | ||||||||||||||||||||||||
| |
M. Farooq Kathwari
Chairman of the Board, President and Principal Executive Officer |
| | | | | 2021 | | | | | | $ | 1,150,050 | | | | | | $ | — | | | | | | $ | 809,290 (a) | | | | | | $ | 1,700,000 | | | | | | $ | — | | | | | | $ | 121,474 | | | | | | $ | 3,780,814 | | | |
| | | 2020 | | | | | | | 862,500 | | | | | | | — | | | | | | | 826,670 (b) | | | | | | | — | | | | | | | — | | | | | | | 126,937 | | | | | | | 1,816,107 | | | | |||||
| | | 2019 | | | | | | | 1,150,050 | | | | | | | — | | | | | | | 1,186,380 (c) | | | | | | | 314,889 | | | | | | | — | | | | | | | 121,671 | | | | | | | 2,772,990 | | | | |||||
| | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| |
Corey Whitely
Executive Vice President, Administration, Principal Financial Officer |
| | | | | 2021 | | | | | | $ | 500,000 | | | | | | $ | — | | | | | | $ | 182,480 (d) | | | | | | $ | 166,250 | | | | | | $ | — | | | | | | $ | 2,651 | | | | | | $ | 851,381 | | | |
| | | 2020 | | | | | | | 450,000 | | | | | | | — | | | | | | | 124,999 (e) | | | | | | | — | | | | | | | — | | | | | | | 2,302 | | | | | | | 577,301 | | | | |||||
| | | 2019 | | | | | | | 500,000 | | | | | | | — | | | | | | | 122,672 (f) | | | | | | | 50,646 | | | | | | | — | | | | | | | 2,190 | | | | | | | 675,508 | | | | |||||
| | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| |
Rodney A. Hutton (7)
Chief Marketing Officer |
| | | | | 2021 | | | | | | $ | 375,000 | | | | | | $ | — | | | | | | $ | 113,327 (g) | | | | | | $ | 99,750 | | | | | | $ | — | | | | | | $ | 2,530 | | | | | | $ | 590,608 | | | |
| | | 2020 | | | | | | | 249,375 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 249,375 | | | | |||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||
| | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| |
Daniel M. Grow
Senior Vice President Business Development |
| | | | | 2021 | | | | | | $ | 350,000 | | | | | | $ | — | | | | | | $ | 81,234 (h) | | | | | | $ | 20,000 | | | | | | $ | — | | | | | | $ | 2,651 | | | | | | $ | 453,885 | | | |
| | | 2020 | | | | | | | 323,750 | | | | | | | — | | | | | | | 59,502 (i) | | | | | | | — | | | | | | | — | | | | | | | 2,302 | | | | | | | 385,554 | | | | |||||
| | | 2019 | | | | | | | 350,000 | | | | | | | — | | | | | | | 89,306 (j) | | | | | | | 36,871 | | | | | | | — | | | | | | | 2,190 | | | | | | | 478,367 | | | | |||||
| | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| |
Eric D. Koster
Vice President, General Counsel & Secretary |
| | | | | 2021 | | | | | | $ | 320,000 | | | | | | $ | 50,000 | | | | | | $ | — | | | | | | $ | — | | | | | | $ | — | | | | | | $ | 2,651 | | | | | | $ | 372,651 | | | |
| | | 2020 | | | | | | | 296,000 | | | | | | | — | | | | | | | 9,150 (k) | | | | | | | — | | | | | | | — | | | | | | | 2,302 | | | | | | | 307,452 | | | | |||||
| | | 2019 | | | | | | | 317,692 | | | | | | | 25,000 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 2,190 | | | | | | | 344,882 | | | | |||||
| | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| |
Clifford Thorn (8)
Former Vice President Upholstery Manufacturing |
| | | | | 2021 | | | | | | $ | 265,765 | | | | | | $ | — | | | | | | $ | — | | | | | | $ | — | | | | | | $ | — | | | | | | $ | 302,651 | | | | | | $ | 568,416 | | | |
| |
Name
|
| | |
Grant Date
|
| | |
Estimated future payouts
under non-equity incentive plan awards (1) |
| | |
Estimated future payouts
under equity incentive plan awards (2) |
| | |
All Other
Stock Awards Number of Stock Units (3) |
| | |
Grant Date
Fair Value of Stock and Option Awards (4) |
| | ||||||||||||||||||||||||||||||||||||||||
|
Threshhold
($) |
| | |
Target
($) |
| | |
Maximum
($) |
| | |
Threshhold
(#) |
| | |
Target
(#) |
| | |
Maximum
(#) |
| | |||||||||||||||||||||||||||||||||||||||||
| | M. Farooq Kathwari | | | |
7/1/2020
|
| | | | $ | 375,000 | | | | | | $ | 750,000 | | | | | | $ | 1,700,000 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | |
| | M. Farooq Kathwari | | | |
8/12/2020
|
| | | | | — | | | | | | | — | | | | | | | — | | | | | | | 32,500 | | | | | | | 65,000 | | | | | | | 81,250 | | | | | | | 25,000 | | | | | | $ | 809,290 | | | |
| | Corey Whitely | | | |
7/1/2020
|
| | | | $ | 62,500 | | | | | | $ |