SEC Form DEF 14A filed by Haverty Furniture Companies Inc.

3/27/26 9:04:04 AM ET

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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.

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2026

PROXY STATEMENT AND

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Monday, May 11, 2026

10:00 AM Eastern Time

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

To Our Stockholders:

Haverty Furniture Companies, Inc. ("Haverty Furniture") will hold its 2026 Annual Meeting of Stockholders (the Annual Meeting") on Monday, May 11, 2026, beginning at 10:00 a.m. Eastern Time, at the Courtyard Baltimore Downtown/Inner Harbor, 1000 Aliceanna Street, Baltimore, Maryland 21202.

Your Vote is Important:

Please carefully review the proxy materials and follow the instructions and cast your vote as soon as possible in one of the following ways:

Internet

www.proxyvote.com

By Phone

1-800-690-6903

Sign, date and return your proxy card

Items of Business:

•Elect the eight Class A Common Stock director nominees named in the attached Proxy Statement for a one-year term;

•Elect the three Common Stock director nominees named in the attached Proxy Statement for a one-year term;

•Approve, through a non-binding advisory vote, the compensation of our named executive officers as disclosed in the attached Proxy Statement;

•Approve the 2026 Long Term Incentive Plan;

•Ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for 2026; and

•Act upon such other business as may properly come before the Annual Meeting or any adjournments.

Only stockholders of record at the close of business on March 13, 2026 are entitled to notice of and to vote at the Annual Meeting. Please read the attached Proxy Statement which contains detailed information about the matters we are asking you to vote on. As a stockholder, your vote is very important, and Haverty Furniture board of directors strongly encourages you to exercise your right to vote.

BY ORDER OF THE BOARD OF DIRECTORS

Brendan P. McGill

Senior Vice President, General Counsel and

Corporate Secretary

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on May 11, 2026.

Our Proxy Statement and 2025 Annual Report on Form 10-K are available at www.proxyvote.com and on Haverty Furniture's website at https://ir.havertys.com under "Reports & Financials" then "SEC Filings".

Dear Fellow Stockholders,

For over 140 years, Haverty Furniture Companies, Inc. ("Haverty Furniture") has been helping American families bring the vision of their perfect home to life. From our founding by J.J. Haverty in downtown Atlanta in 1885, to the 129 stores we operate today across 17 states, Havertys has built an enduring legacy rooted in quality, integrity, teamwork and personalized service. In 2025, we continued to build on our remarkable heritage — strengthening our brand, expanding our footprint, and investing in the capabilities that position Havertys for sustained growth.

2025 Results

2025 was a year of perseverance and agility as a challenging demand environment for the home furnishings industry continued. Elevated mortgage rates, a prolonged housing market slowdown, significant disruption and volatility due to changes to tariff policy, geopolitical uncertainty and continued cautious consumer spending on big-ticket items weighed heavily on industry-wide traffic and sales. Despite these external pressures, our team remained focused and delivered results that reflect the underlying strength of our operating model.

For the full year, we generated consolidated net sales of $759.0 million, pre-tax income of $26.8 million and comparable store sales increase of 2.1%. These results reflect a 5.0% increase in net sales and 2.6% increase in pre-tax income over 2024, with net income down 1.1% for the year. Despite the significant industry challenges, we maintained strong gross profit margins of 60.7%, demonstrating the pricing discipline and merchandising excellence that have become hallmarks of our company.

Our team’s efforts also resulted in improving operating metrics in 2025. We finished the year with an overall average ticket of $3,530, representing a 4.7% increase compared to the prior year. Our design consultants continued to be a powerful differentiator in 2025 with the average ticket in this category rising 9.7% to $7,781 while maintaining stable unit sales per customer.

Store Growth

In 2025, we continued to strengthen our retail presence by opening three new stores. Two of these locations in Texas—Webster and New Caney—were strategically added to expand our footprint in the Houston market. Additionally, we relocated our Daytona Beach, Florida store during the second quarter to better serve our customers in that region. Taking into account two strategic closures of underperforming locations, we finished the year with 129 stores.

Looking ahead, our store expansion plans for 2026 are already progressing at a rapid pace. We have signed five new leases for locations in Fenton, MO (St. Louis), Mt Juliet, TN (Nashville), Aliana, TX (Houston), Baytown, TX (Houston), and Ross Township, PA (Pittsburgh).

In addition to our new store investments, we plan to continue our significant investment in store remodels, updating design centers and mattress departments – ensuring that our facilities remain modern, appealing and equipped to meet evolving customer needs.

Sales Initiatives

In 2025 we refreshed our promotional strategy to deepen engagement and drive sales. We broadened outreach to current and new customers, enhanced credit offerings to make larger purchases more accessible, and calibrated promotions to reflect cost pressures while preserving value. We also increased marketing investment and strengthened our online experience. Together, these actions improved performance, expanded our reach, and elevated brand visibility.

Strength of our Partnerships

Our ability to provide the distinctive Havertys experience is rooted in decades‑long supplier partnerships built on mutual respect and fair dealing—honoring commitments, paying on time, and communicating clearly in any environment. This relationship‑first model with our partners is a differentiating advantage for us.

Because partners know what to expect from Havertys, we earn preferred treatment and deeper collaboration, which translate to distinctive designs, dependable quality, and reliable availability for customers. For stockholders, these partnerships support margin stability and supply chain resilience—a benefit that competitors cannot easily replicate.

Creating Value for our Stockholders

In 2025, we remained committed to delivering value to our stockholders through a combination of dividends and share repurchases. Over the course of the year, we returned approximately $25.6 million to stockholders. Of this total, $20.8 million was distributed as dividends, reinforcing our dedication to consistent and reliable returns. Additionally, we executed share repurchases totaling $4.8 million.

Our balance sheet remains a source of competitive strength. We ended the year with zero funded debt, over $125.3 million in cash, and an undrawn $80 million revolving credit facility — a balance sheet that provides extraordinary flexibility and enables us to invest in growth opportunities, weather economic cycles, and continue returning meaningful capital to stockholders through dividends and buybacks.

Our People

None of our accomplishments would be possible without the dedication and talent of our team members across all of our stores, our distribution and delivery centers, and our corporate headquarters. Our team members are the face of the Havertys brand, and their commitment to delivering an outstanding customer experience at every level is what sets us apart.

Looking Ahead: A Year of Momentum

We enter 2026 with renewed momentum, a clear strategy, and a strong platform for growth. Our priorities are straightforward: expand selectively in key markets, deepen our design‑led experience, strengthen the brand with targeted marketing and smart merchandising, leverage technology to elevate the customer experience and enhance productivity, and maintain disciplined capital allocation.

Havertys is well-positioned to capture demand as the housing cycle turns, with our expanded store base, debt-free balance sheet, and differentiated brand.

We’d like to thank our dedicated team members, our valued supply partners, our Board of Directors, and our loyal stockholders for your continued confidence and support. And to our customers — we are deeply grateful for your trust.

Sincerely,



Clarence H. Smith Executive Chairman of the Board						Steven G. Burdette President and Chief Executive Officer


Table of Contents



Our Board of Directors			1
Proposal 1. Election of Directors
Class A Common Stock Director Nominees			3
Common Stock Director Nominees			11
Corporate Governance Matters
Board Leadership Structure			14
Board Risk Oversight Roles			15
Governance Policies			16
Committees of the Board			18
Director Compensation			20
Compensation Discussion and Analysis
Overview			21
Role of the NCG Committee			21
Overview of Key Features of Our Compensation Program			22
Executive Compensation Components			25
NCG Committee Report			29
Compensation at Havertys
Summary Compensation Table			30
2025 Grants of Plan Based Awards Table			32
Outstanding Equity Awards at Fiscal 2025 Year-End Table			33
2025 Option Exercises and Stock Vested Table			35
Non-Qualified Deferred Compensation Plans			36
Pension Benefits and Retirement Plans			37
2025 Potential Payments upon Termination or Change in Control			37
CEO Pay Ratio Information			40
Pay-versus-Performance			41
Proposal 2. Advisory Vote on Executive Compensation			45
Proposal 3: Approval of the 2026 Long-Term Incentive Plan			46
Equity Compensation Plan Information			53
Audit Committee Report			54
Proposal 4 . Ratification of the Appointment of our Independent Registered Public Accounting Firm			57
Ownership of Securities
Ownership by our Principal Stockholders			58
Ownership by our Directors and Management			59
Information about our Annual Meeting			60
Stockholder Proposals for 2027 Meeting			61
Available Information			62
Other Business			62

GAAP to Non-GAAP Reconciliation			Appendix A
2026 Long Term Incentive Plan			Appendix B


Our Board of Directors

Our Board of Directors (the "Board") is a highly engaged group of individuals that provides strong, effective oversight of Haverty Furniture Companies, Inc. (“Havertys Furniture” or the "Company"). Both individually and collectively, our directors have the qualifications, skills and experience needed to inform and oversee the Company’s long-term strategic growth priorities. The Board believes that a variety and balance of perspectives on the Board results in more thoughtful and robust deliberations, and ultimately, better decisions.

The nominees for election at the 2026 Annual Meeting of Stockholders (the "2026 Annual Meeting") were recommended to the Board by its Nominating, Compensation and Governance Committee (the “NCG Committee”). The Board has a rigorous process to ensure that its composition is aligned with the evolving needs of the Company, as further discussed in this section.

The holders of Class A common stock will elect eight directors and the holders of common stock will elect three 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. All of the nominees are currently directors of the Company. 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 NCG Committee and the Board.

Nominee

Independent

Director Since

Primary (or Former Occupation)

Committees

Class A Common Stock Nominees

Steven G. Burdette

2025

President and CEO , Havertys Furniture

L. Allison Dukes

2016

Chief Financial Officer, Invesco Ltd.

N(CC), E

Rawson Haverty Jr.

1992

Former SVP, Real Estate and Development, Havertys Furniture

Natalie B. Morhous

2024

Chairman and Chief Executive Officer, RaceTrac Inc.

Vicki R. Palmer

2001

Former EVP, Financial Services and Administration, Coca-Cola Enterprises, Inc.

Derek G. Schiller

2020

President and CEO, Atlanta Braves

E. Kendrick Smith

2026

Former partner at Jones Day

Al Trujillo

2003

President and COO, Georgia Tech Foundation

A(CC), N, E

Common Stock Nominees

Michael R. Cote

2022

Former CEO, Secureworks Inc.

G. Thomas Hough

2018

Former Americas Vice Chair, Ernst & Young LLP

L, A, N, E(CC)

Clarence H. Smith

1989

Executive Chairman, Havertys Furniture

E, CB

A - Audit Committee N - Nominating, Compensation and Governance Committee E - Executive Committee

L - Lead Director CC - Committee Chair CB - Chairman of the Board

Proposal 1. Election of Directors


What am I voting on?						Holders of Class A common stock are being asked to elect eight directors for a one-year term. Holders of common stock are being asked to elect three directors for a one-year term.

Voting recommendation:						Our Board recommends a vote “For” each of the director nominees.

2026 Proxy Statement | 1


Our Board - Nominee Qualifications

The Board acting through its NCG Committee, seeks directors who collectively possess the experience, skills, backgrounds, and other qualifications necessary to effectively oversee our Company and evolving business circumstances. The NCG Committee seeks directors with established records of significant accomplishments in business and areas relevant to our business strategies. Each director nominee was nominated on the basis of the unique experience, background, qualifications, attributes and skills that he or she brings to the Board, as well as how those factors blend with those of the other nominees.

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

The NCG Committee will consider recommendations for directors submitted by stockholders. Stockholders should submit their recommendations in writing in accordance with our procedures to submit stockholder proposals set forth on page 61. There is no difference in the manner in which the NCG Committee evaluates proposed nominees that are recommended by a stockholder.

Director Qualifications. Our business involves many aspects of retail including store operations and merchandising, supply chain, finance, real estate, marketing, finance, information technology and cybersecurity, human capital management, regulatory, and corporate governance. We seek potential nominees with experience and skills in these aspects of our business. In evaluating potential nominees, the NCG Committee will review and consider, among other factors, the nominee’s relevant career and business operations experience, judgment, industry knowledge, independence, character, demonstrated leadership skills, financial literacy, and experience in the context of the needs of the Board at the time and the then-current mix of director attributes. The NCG Committee believes that it is essential that the Board members represent diverse viewpoints. In considering candidates for the Board, the NCG Committee considers the entirety of each candidate’s credentials.

The following chart summarizes each director nominee's key experience, skills, and other qualifications. Please see each director's biography for additional detail on experience, skills and qualifications.

Class A Common Stock Nominees

Common Stock Nominees

Experience/Skills/Qualifications

Steven G. Burdette

L. Allison Dukes

Rawson Haverty, Jr.

Natalie B. Morhous

Vicki R. Palmer

Derek G. Schiller

E. Kendrick Smith

Trujillo

Michael R. Cote

G. Thomas Hough

Clarence H. Smith

C-Suite Experience

▲

Public Company Experience

▲

Finance

▲

Risk Management

▲

Merchandising/Supply Chain

▲

Marketing/Brand Building

▲

Retail/Sales

▲

Real Estate

▲

Human Capital Management

▲

Information Security and Cybersecurity

▲

Regulatory & Compliance

▲

2026 Proxy Statement | 2


Our Board - Class A Common Stock Director Nominees

The biography of each of the nominees contains information regarding such nominee’s experience and his or her director positions held currently or at any time during the last five years and a non-exhaustive summary of qualifications for service on our board.

The nominees for holders of Class A Common Stock include: Steven G. Burdette, L. Allison Dukes, Rawson Haverty, Jr., Natalie B. Morhous, Vicki R. Palmer, Derek G. Schiller, E. Kendrick Smith and Al Trujillo.


Steven G. Burdette
Age: 64 Director since: 2025 Management Director Committee Membership: Executive			Mr. Burdette has served as the Chief Executive Officer of the Company since January 2025 and as President since March 2021. Mr. Burdette began his career with Havertys Furniture in 1983 as a Manager Trainee in Tampa, Florida. Over more than four decades with the Company, Mr. Burdette has held numerous leadership roles across all operational functions of the Company, including Vice President of Merchandising, Senior Vice President of Operations, Executive Vice President, Stores, and Executive Vice President, Operations. In addition, he has led strategic initiatives to reorganize the Company's distribution center strategy and grow the Company to 129 stores in 17 states. Mr. Burdette is a graduate of the University of Georgia, where he earned a Bachelor of Business Administration degree in Finance. Mr. Burdette serves on the Board of Directors and Executive Committee of the Metro Atlanta Chamber of Commerce. Director Qualifications: Mr. Burdette brings extensive knowledge of Havertys’ operations, merchandising, and strategic initiatives gained through more than 40 years of service with the Company. His deep understanding of the furniture retail industry, combined with proven leadership in operational excellence and long-term growth strategies, provides valuable insight to the Board. His experience in guiding Havertys through evolving market conditions and implementing initiatives to enhance customer experience and shareholder value makes him well qualified to serve as a Director.

2026 Proxy Statement | 3


Our Board - Class A Common Stock Director Nominees

L. Allison Dukes

Age: 51

Director since: 2016

Committee Membership:

Nominating, Compensation and Corporate Governance - Chair

Executive

Ms. Dukes has served as Senior Managing Director and Chief Financial Officer of Invesco Ltd., a global investment management firm, since 2020. In this role, she oversees all global corporate finance functions, including strategic and financial planning, investor relations, corporate development, accounting, tax, treasury, procurement, corporate services, and global public policy. Prior to joining Invesco, Ms. Dukes was Chief Financial Officer of SunTrust Banks, Inc. (now Truist Financial Corporation) from 2018 to 2019, where she played a key role in structuring the merger with BB&T Corporation. During her 20-year tenure at SunTrust, she held numerous leadership positions, including Head of Commercial & Business Banking, President and Chief Executive Officer of the Atlanta Division, Co-Head of Private Wealth Management, and Managing Director and Head of Syndicated Finance Originations for SunTrust Robinson Humphrey.

Ms. Dukes earned a Bachelor of Science degree in Mathematics from Vanderbilt University and a Master of Business Administration from Emory University’s Goizueta Business School. She is active in civic and educational organizations, serving on the Board of Trustees of Children’s Healthcare of Atlanta and Emory University, and is a past Chair of Junior Achievement of Georgia.

Director Qualifications

Ms. Dukes brings to our Board extensive experience in corporate finance, strategic planning, and risk management. Her leadership roles at major financial institutions and a global asset management firm provide deep expertise in capital allocation, financial reporting, and governance. She has significant experience with mergers and acquisitions, investor relations, and regulatory compliance, which strengthens the Board’s oversight of financial strategy and enterprise risk. In addition, her experience on public company management teams and leadership of community organizations enhances the Company’s commitment to strong corporate governance and ethical leadership.

2026 Proxy Statement | 4


Our Board - Class A Common Stock Director Nominees

Rawson Haverty Jr.

Age: 70

Director since: 1992

Committee Membership:

None

Mr. Haverty served as Senior Vice President, Real Estate and Development of Haverty Furniture Companies, Inc. from 1998 until his retirement in 2023. In this role, he oversaw all aspects of real estate strategy, site selection, and development for Havertys’ retail footprint across multiple states. Prior to that, he held positions of increasing responsibility within the Company. Mr. Haverty joined Havertys in 1984 and has been a member of the Board since 1992.

He is actively involved in civic and philanthropic organizations, serving on the Advisory Board of the Emory University Center for Ethics and supporting initiatives through Southface Institute and Joyce's Place Board. Mr. Haverty also co-founded Serenbe, a nationally recognized sustainable community development near Atlanta.

Director Qualifications

Mr. Haverty brings to the Board more than three decades of experience in retail real estate strategy and development, which is critical to Havertys’ long-term growth and operational success. His deep knowledge of the Company’s business, combined with expertise in site selection, property management, and market expansion, provides valuable insight for the Company’s store portfolio. Additionally, his leadership in sustainability initiatives and community engagement aligns with the Company’s commitment to responsible business practices.

2026 Proxy Statement | 5


Our Board - Class A Common Stock Director Nominees


Natalie B. Morhous
Age: 42 Director since: 2024 Committee Membership: Nominating, Compensation and Governance			Ms. Morhous currently serves as Chairman of the Board and Chief Executive Officer of RaceTrac, Inc. RaceTrac is one of the largest privately held companies in the United States and is headquartered in Atlanta, Georgia. Its retail brands include more than 800 RaceTrac and RaceWay retail locations, approximately 1,200 Gulf branded locations, and more than 445 Potbelly neighborhood sandwich shops throughout the United States employing more than 15,000 team members. She was appointed CEO in January 2024 after serving as President since 2019. Under her leadership, RaceTrac has expanded into new markets, introduced innovative store formats and advanced sustainability initiatives, including the deployment of electric vehicle charging stations. As CEO, Ms. Morhous has also overseen significant strategic growth initiatives, including the acquisition and expansion of Potbelly as a part of RaceTrac’s broader portfolio diversification. Ms. Morhous began her career with RaceTrac in 2012 and has held roles of increasing responsibility, including Director of Strategy and Development, Executive Director of Strategy and Solutions, and Vice President of Energy Dispatch, RaceTrac’s fuel transportation subsidiary. Under her leadership, RaceTrac acquired Gulf Oil, and she played a key role in shaping the company’s long-term growth strategy. She holds a Bachelor of Arts in Government from Connecticut College and a Master of Business Administration from The Wharton School of the University of Pennsylvania. Ms. Morhous serves on the National Association of Convenience Stores Board of Directors, Executive Committee, and Legislative Committee, and on the Board of Directors and Executive Committee of the Metro Atlanta Chamber of Commerce. She is also active in community organizations focused on education and family services. Director Qualifications Ms. Morhous brings to our Board extensive experience in executive leadership, retail operations and strategic growth initiatives. Her background in leading a large, multi-state retail enterprise provides valuable insight into consumer trends, supply chain management, and brand development. As CEO of RaceTrac, she has demonstrated expertise in driving significant growth, navigating complex regulatory environments and fostering a strong corporate culture. Her perspective as a third-generation leader of a family-owned business also offers a unique understanding of governance and long-term value creation for our Company.

2026 Proxy Statement | 6


Our Board - Class A Common Stock Director Nominees


Vicki R. Palmer
Age: 72 Director since: 2001 Committee Membership: Audit			Ms. Palmer is President of The Palmer Group LLC, a general management consulting firm she founded in 2009 following her retirement from Coca-Cola Enterprises Inc., where she served as Executive Vice President, Finance and Administration. During her 25-year career with Coca-Cola Enterprises, Ms. Palmer held senior leadership roles in treasury, finance, and enterprise risk management. At the time of her retirement, she was responsible for overseeing the company’s Treasury Department, which managed a $10 billion multicurrency debt portfolio and $4 billion in pension and 401(k) plan investments, as well as Internal Audit and Enterprise Risk Management. She also served as a member of the Executive Leadership Team and liaison to the Board of Directors. Ms. Palmer began her career in financial services and pension investment management, holding positions at First Tennessee Bank and Federal Express before joining Coca-Cola Enterprises in 1983. She advanced through roles including Assistant Treasurer, Treasurer, Vice President, and Senior Vice President before being named Executive Vice President in 2004. She earned a Bachelor of Arts in Economics and Business Administration from Rhodes College and an MBA in Finance from the University of Memphis. She has served on numerous boards, including First Horizon National Corporation (since 1993), where she chaired the Audit Committee for 17 years and currently chairs the Audit Committee and serves on the Compensation, Executive and Risk Committees. Ms. Palmer is also a Lifetime Trustee of Spelman College, Rhodes College, and Woodward Academy, and serves on the board of the Black Economic Alliance. Director Qualifications Ms. Palmer brings to our Board extensive experience in corporate finance and accounting, treasury management, enterprise risk oversight and public company governance. Her leadership in managing complex financial operations for a Fortune 500 public company provides valuable expertise in financial strategy, capital structure, governance and risk management. In addition, her experience on public company boards and nonprofit organizations enhances the Company’s commitment to strong corporate governance and ethical leadership.

2026 Proxy Statement | 7


Our Board - Class A Common Stock Director Nominees

Derek G. Schiller

Age: 55

Director since: 2020

Committee Memberships:

Nominating, Compensation and Governance

Mr. Schiller has served as President and Chief Executive Officer of the Atlanta Braves, a Major League Baseball club, since 2018. In this role, he oversees all business operations of the front office for the Braves organization, including corporate partnerships, ticketing, broadcasting, licensing, merchandising, concessions, marketing, community relations, and ballpark operations. Mr. Schiller joined the Braves in 2003 as Senior Vice President of Sales and Marketing and held positions of increasing responsibility, including Executive Vice President of Sales and Marketing and President of Business Operations. He was instrumental in the development and execution of Truist Park and The Battery Atlanta, a groundbreaking mixed-use real estate project integrated with the Braves’ ballpark.

Prior to joining the Braves, Mr. Schiller served as Vice President of Business Development for the New York Yankees and held leadership roles with the Atlanta Thrashers and the International Sports Plaza during the 1996 Summer Olympics. He earned a Bachelor of Engineering degree from Vanderbilt University.

Mr. Schiller is active in civic and industry organizations, serving on the Board of Directors of the Metro Atlanta Chamber of Commerce, Atlanta Convention and Visitors Bureau, Atlanta Sports Council, and the Jack and Jill Late Stage Cancer Foundation. He also currently serves on various Major League Baseball committees.

Director Qualifications

Mr. Schiller brings to our Board extensive experience in executive leadership, brand development, and customer engagement within a large-scale, consumer-focused enterprise. His expertise in marketing, revenue generation, and operational oversight provides valuable insight into retail growth strategies and customer experience initiatives. Additionally, his role in managing complex real estate development projects and fostering innovation in digital engagement aligns with the Company’s focus on enhancing shareholder value and adapting to evolving consumer trends. In addition, his experience on a public company management team and leadership on community organizations enhances the Company’s commitment to strong corporate governance and ethical leadership.

2026 Proxy Statement | 8


Our Board - Class A Common Stock Director Nominees


E. Kendrick Smith
Age: 69 Director since: 2026 Committee Memberships: None			Mr. Smith is a retired attorney with more than 43 years of experience. He was a partner of Jones Day from 2005 until his retirement on December 31, 2020, specializing in complex business and tort litigation. During his tenure, Mr. Smith represented major corporations in multistate tax litigation, constitutional challenges, and high-profile commercial disputes in state and federal courts across the United States. From 1981 until 2005, he practiced law at Smith Gambrell & Russell, was elected to the partnership in 1989, served on the Executive and Compensation Committees, and was appointed head of the Litigation Department. For nearly a decade, he acted as Havertys' primary outside counsel. Beginning in 2021, Mr. Smith continued practicing law for select clients as E. Kendrick Smith Law LLC. Mr. Smith earned his Juris Doctor from the University of Georgia School of Law, where he served on the Georgia Law Review, and his Bachelor of Arts from the University of North Carolina. Beyond his legal career, Mr. Smith is deeply engaged in civic and cultural organizations. He currently serves as Board Chair of the Alliance Theatre in Atlanta, serves on the boards of the Woodruff Arts Center, the John & Mary Franklin Foundation, and the Clarke/Carley American Inn of Court. Director Qualifications Mr. Smith brings to our Board extensive experience in legal, regulatory, and governance matters. His background in advising large corporations on complex litigation and compliance issues provides valuable insight into risk management, corporate governance, and strategic decision-making. His expertise in constitutional and administrative law enhances the Board’s ability to navigate evolving regulatory environments. Additionally, his leadership roles in civic organizations demonstrate a commitment to ethical standards and community engagement, aligning with Havertys’ values and long-term objectives.

2026 Proxy Statement | 9


Our Board - Class A Common Stock Director Nominees


Al Trujillo
Age: 66 Director since: 2003 Committee Membership: Audit Committee - Chair Nominating, Compensation and Governance Executive Committee			Mr. Trujillo has served as President and Chief Operating Officer of the Georgia Tech Foundation since 2013, where he oversees endowment management, investment strategy, and operational leadership for one of the nation’s leading university foundations. Prior to this role, Mr. Trujillo was an Investment Funds Advisor for private equity funds from 2007 to 2013. He previously served as President and Chief Executive Officer of Recall Corporation, a global information management company, from 2002 to 2007, and held senior leadership positions in the Americas and Asia-Pacific regions during his tenure with the company that started in 1997. Mr. Trujillo began his career in engineering and operations management and has extensive experience in global business leadership, investment oversight, and strategic planning. He earned a Bachelor of Science degree in Aerospace Engineering from Georgia Institute of Technology and both a Master of Science in Applied Mechanics and a Master of Business Administration from Stanford University. In addition to his service on our Board, Mr. Trujillo has served as a director of SCANA Corporation and chair of its Nominating and Governance Committee until its acquisition by Dominion Energy in 2018 and as a director of In Zone Brands, Inc. He is active in civic and educational organizations, including serving on the Board of Trustees of Marist School and participating in Georgia Tech advisory boards. Director Qualifications Mr. Trujillo brings a depth of experience in executive leadership, accounting and finance, risk management, public company governance and investment management to our Board. His prior role as CEO of a global information management company adds operational and risk management insight. His leadership of the Georgia Tech Foundation provides deep experience in managing large-scale endowments and implementing sound investment strategies. His governance experience on public company boards and nonprofit organizations further supports Havertys’ commitment to strong governance and strategic growth.

2026 Proxy Statement | 10


Our Board - Class A Common Stock Director Nominees

The nominees for holders of Common Stock include: Michael R. Cote, G. Thomas Hough and Clarence H. Smith.


Michael R. Cote
Age: 64 Director since: 2022 Committee Membership: Audit			Mr. Cote served as Chief Executive Officer of Secureworks Inc., a global leader in cybersecurity, from 2002 until his retirement in 2021. He also served as Chairman of the Board from 2002 to 2011. Under his leadership, Secureworks grew from a small private company to a publicly traded enterprise with operations in more than 60 countries. Mr. Cote guided the company through its acquisition by Dell Technologies in 2011 and its initial public offering in 2016, establishing Secureworks as a recognized leader in managed security services and threat intelligence. Prior to joining Secureworks, Mr. Cote served as Chief Financial Officer of Talus Solutions, MSI Solutions, and Medaphis Corporation, and began his career with KPMG LLP. He holds a Bachelor of Science degree in Computer Science and Accounting from Boston College and is a Certified Public Accountant. Mr. Cote currently serves as a director of Abacus Group, ImagineX, Palmetto Technology Group and TekStream. He is actively involved in civic organizations, including serving on the Board of Trustees of Children’s Healthcare of Atlanta and as Chair of the Board of Trustees at Marist School. Director Qualifications Given his extensive senior executive experience both as a CFO and CEO in publicly listed companies, Mr. Cote brings a depth of experience in executive leadership, business operations, accounting and finance, risk management, human capital management, public company governance, information technology to our Board. His background in cybersecurity and enterprise governance provides valuable insight into data protection, operational resilience, and regulatory compliance—critical areas for modern retail businesses. As a former CEO who successfully led a company through significant growth, acquisitions (he has been involved in about 50 transactions), and an IPO and follow on offerings, he offers expertise in strategic planning, financial oversight and shareholder value creation.

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Our Board - Common Stock Director Nominees


G. Thomas Hough
Age: 71 Lead Director since: 2021 Director since: 2018 Committee Membership: Audit Nominating, Compensation and Governance Executive - Chair			Mr. Hough is the Retired Americas Vice Chair of Ernst & Young LLP (“EY”), an international public accounting firm. He was Vice Chair of Assurance Services of EY Americas from 2009 to July 2014, and Americas Vice Chair until his retirement in September 2014. Mr. Hough joined EY in 1978 and became a partner in 1987. During his career, he served on the governing board of EY for 17 years and led various teams across the firm, including serving as Vice Chair and Southeast Area Managing Partner from 2000 to 2009 and Vice Chair of Human Resources from 1996 to 2000. Mr. Hough currently serves as a Director of Equifax Inc., where he chairs the Audit Committee and as a member of the Compensation Committee and as a Director and Chairman of the Federated Hermes Fund Family. He previously served as a Director and Audit Committee Chair of Publix Super Markets, Inc. Mr. Hough is active in civic and educational organizations, including serving as Chairman of the President’s Cabinet and member of the Business School Board of Visitors at the University of Alabama. He holds bachelor’s and master’s degrees in accounting from The University of Alabama. Director Qualifications Mr. Hough brings extensive experience in executive leadership, business operations, accounting and finance, risk management, human capital management and public company governance to our Board. As a senior leader for more than two decades engaging with many of EY’s most significant clients across diverse industries, he regularly engaged with members of issuer company management, boards and audit committees on audit, financial accounting, financial reporting, risk management and governance matters. His work with public company boards across a range of industries has further enhanced this experience.

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Our Board - Common Stock Director Nominees

Clarence H. Smith

Age: 75

Executive Chairman since: 2025

Director since: 1989

Committee Membership:

Executive

Mr. Smith, our Executive Chairman, has dedicated more than 52 years to Haverty Furniture Companies, Inc., progressing through a wide range of leadership roles. He served as Chief Executive Officer from 2003 until December 2024 and as President from 2003 to 2021. In January 2025,

Mr. Smith transitioned from Chairman of our Board, a position he held since 2012 to Executive Chairman following a planned leadership succession.

Mr. Smith spearheaded the transformation of Havertys from a retailer of third-party merchandise into a specialty branded retailer offering exclusively Havertys-branded products. He also led strategic initiatives in supply chain optimization and growing the Company to more than 129 stores across 17 states. Under his guidance, Havertys successfully navigated major economic challenges, including the Great Recession and the COVID-19 pandemic.

Mr. Smith began his career at Havertys as a management trainee after earning a Bachelor of Arts degree in Psychology from Vanderbilt University. He served on the Board of Oxford Industries, Inc. (2003–2024) and has been active in civic organizations, including service on the Metro Atlanta Chamber of Commerce Board of Directors until 2025 and as an Emeritus Member of the Board of Trustees of Marist School.

Director Qualifications

Mr. Smith brings a unique depth of knowledge of Havertys business, strategy, and culture, gained through decades of executive leadership. His experience in retail operations, branding, supply chain management, and financial oversight provides critical insight into the Company’s long-term growth and risk management. As a former CEO and current Executive Chairman, he offers continuity and strategic perspective, while his governance experience on other public company boards enhances the Board’s ability to address complex business challenges.

Clarence H. Smith and E. Kendrick Smith are brothers.

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Corporate Governance Matters

Overview

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.

We have a dual-class capital structure, which we believe is in the best interests of the Company and its stockholders. Havertys was founded in 1885 and its initial public offering was in October 1929. The Company’s dual-class structure began in 1986 when each holder of common stock received a share of Class A common stock. The Class A Common stock includes designation rights for up to 75% of our Board, 10 votes per share on other matters, and a dividend of no more than 95% of the dividend of the common stock.

The long-term success of the Company for the benefit of our stockholders has been and continues to be the primary focus and engagement of the Board and management. Our capital structure ensures that the Company has a consistent and long-term oriented investor base through economic cycles. Descendants of our founder, Messrs. Clarence and Kendrick Smith and Rawson Haverty and their family members, as well as members of executive management have a deep interest in the long-term growth and success of the Company. We believe that historically, our ownership structure and this “patient capital” has enabled the Company to pursue strategies that are essential to long-term value creation – transformations, expansions and disciplined capital allocation over time. The continuity of our leadership and the ability to maintain consistent strategic direction have helped the Company avoid reactive decision making and focus on durable growth, while mitigating the risk of short-termism value destruction, hostile takeovers or pressure to pursue transactions that may offer near-term optics at the expense of sustainable performance.

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 a number of policies and corporate governance guidelines designed to support our values and promote accountability, transparency and fairness for all of our stockholders. These practices are reviewed in detail herein.

Board Leadership Structure

Our Board of Directors leadership structure is comprised of (i) an Executive Chairman, (ii) a Lead Director, (iii) President and Chief Executive Officer of the Company, and (iii) an independent chair for each of our Board committees.

Separate Chairman and CEO: Mr. Clarence Smith serves as the Executive Chairman of the Board, and Mr. Burdette serves as our President and Chief Executive Officer. Separating these positions allows the Company’s President and Chief Executive Officer to focus his time and energy on operating and managing the Company’s day-to-day business, while leveraging the experience and perspectives of the Executive Chairman in leading the Board in its fundamental role of organizational and strategic oversight.

Lead Director: Consistent with industry best practices, our 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 and assists in setting the agenda for our Board meetings. The Lead Director, currently Mr. Hough, is elected by the independent directors annually.

Our Board nominees are composed of seven independent directors and four non-independent directors (including Clarence H. Smith as Executive Chairman, E. Kendrick Smith and Rawson Haverty Jr., as non-independent directors and Steven G. Burdette as a management director.

The Board believes that its current leadership structure is in the best interests of the Company and its stockholders, taking into consideration the Company's corporate strategy, operating environment, culture and heritage.

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Corporate Governance Matters

Director Independence

Our Corporate Governance Guidelines state that a majority of the directors must be non-management directors who meet the “independence” requirements of the NYSE. Consistent with the New York Stock Exchange listing standards, our Corporate Governance Guidelines require that a substantial majority of our directors be independent, and we limit membership on each of our Board committees to independent directors with the exception of our Executive Committee. The NCG 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. Our Board has affirmed that each of the following non-employee director nominees is independent and has no material relationship with the Company that could impair their independence: Mr. Cote, Ms. Dukes, Mr. Hough, Ms. Morhous, Ms. Palmer, Mr. Schiller and Mr. Trujillo. Our Audit and Nominating, Compensation and Governance Committees are comprised solely of independent directors.

At each regularly scheduled Board or Committee meeting, the non-management, independent directors participate in an executive session without any members of the Company's management present. In 2025, our independent directors met together in executive session at least once per quarter. Board meetings are structured so that the independent directors meet in executive session at the end of each Board meeting. In each instance, our Lead Director presided during these executive sessions of independent directors.

Board Risk Oversight Roles

Stockholders elect our Board to serve their long-term interests and to oversee management. Our management is responsible for understanding and managing the risks that we face in our business. Our Board works with management to determine our mission and long-term strategy. Our Board and its committees work closely with management to provide feedback from stockholders and oversight, review, and counsel related to long-term strategy, risk applicable to our business and strategic opportunities. It also oversees corporate governance, 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. Board and Board committees review and discuss the various risks confronting the Company throughout the year. Examples of oversight areas are provided below.

Board 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.

Cybersecurity and Information Security Oversight. With respect to cybersecurity risks, oversight of the cybersecurity and information security program at the Board level sits with the Audit Committee. The Company's Chief Information Officer ("CIO") reports directly to the Audit Committee on cybersecurity risks and strategy, including evolving risks, internal controls, use of artificial intelligence, and attends Board meetings to be available to discuss cybersecurity and information security matters with the Board.

Committee Oversight. The Board has delegated the oversight of certain risks to the appropriate standing committees of the Board within their respective areas of responsibility. For example, the Audit Committee is responsible for the oversight of the risk management process, with focus on financial risks, enterprise risk, information technology and cybersecurity risks, internal controls, regulatory compliance, and annual risk assessments with our internal auditors and other members of management. The NCG Committee provides oversight on compensation policies, practices and incentive-related risks, organizational talent, succession risks, governance structure, board composition, compliance matters and our stewardship strategy. The Executive Committee facilitates the management of the business and affairs of the Company when the Board of Directors is not in session. Each committee regularly reviews and reports to the Board on its respective risk categories.

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.

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Corporate Governance Matters

Stockholder Engagement

We value stockholder views and insights and believe management has the primary responsibility for stockholder communications and engagement. The Executive Chairman, our President and CEO, our CFO and other members of the Company's senior management team communicate regularly with stockholders on a variety of topics throughout the year to address stockholders’ questions and to seek input concerning Company policies and practices. The Board receives regular updates concerning stockholder feedback which cover topics including our strategy and performance, capital allocations and corporate governance matters.

Governance Policies

Board Tenure and Refreshment

The average tenure of our independent directors is eleven years. Our independent directors are subject to a mandatory retirement age and cannot stand for re-election in the calendar year following their 75th birthday. On the recommendation of the NCG Committee, the Board may waive this requirement on an annual basis. A director is also required to submit his or her resignation from the Board to the NCG Committee in the event that a director retires from or otherwise leaves his or her principal occupation or employment. The NCG Committee can choose to accept or reject the resignation.

Since 2020, we have continued to strengthen the composition of our Board, including with the addition of Mr. Cote and Ms. Morhous, each of whom is an independent director and a seasoned executive with deep experience in areas of strategic importance to the Company. In addition, we have also recently added each of Mr. Burdette and Mr. Kendrick Smith to our board - the former providing over 40 years of industry leadership to our Board and the latter providing significant legal and regulatory expertise to our Board.

Compensation Committee Interlocks and Insider Participation

All NCG Committee members are independent and none of the NCG Committee members has served as an officer or employee of Havertys Furniture. None of our executive officers has served as a member of the Board of Directors or compensation committee of any entity that has one or more executive officers serving on our Board or NCG Committee. Therefore, there is no relationship that requires disclosure as a compensation committee interlock.

Annual Evaluations

The Board is committed to continuous improvement with respect to its ability to carry out its responsibilities. Each year the board and its independent committees, supervised by the NCG Committee, conducts self-assessments related to their performance. These annual assessments are an important tool to ensure the Board is well-positioned to provide effective oversight.

Code of Conduct

All of our directors, officers and employees 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. https://ir.havertys.com/corporate-governance-information/corporate-governance-documents/

Related Party Transaction Policy

Transactions, arrangements or relationships between any of our directors, executive officers, their immediate family members and the Company involving amounts over $120,000 must be disclosed. The NCG Committee has been tasked to provide oversight, and if appropriate, approval of transactions between related parties and the Company pursuant to our Related Party Transaction Policy. During 2025, there were no related party transactions requiring approval under the policy or disclosure in this proxy statement.

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Corporate Governance Matters

Stock Ownership Guidelines

In order to preserve the link between the interests of our executive officers and those of our stockholders, both directors and executive officers are required to maintain a significant level of stock ownership. https://ir.havertys.com/corporate-governance-information/corporate-governance-documents/

Director Stock Ownership Guidelines. The Board has implemented stock ownership guidelines for non‑employee directors. Each director is required to own a multiple of five times the cash retainer payable for board service. The required number of shares will be determined on the first day of each board year by dividing five times the cash retainers by the closing price of the Company’s stock on that date. Directors are prohibited from selling until the guideline amount is reached. Currently, all non-employee directors meet, or are on track to meet, the requirements under the Company’s stock ownership guidelines.

Executive Officer Ownership Guidelines. Each executive officer is expected to have minimum qualified holdings based on the lesser of the fair market value of a multiple of his or her base salary or the number of shares indicated below. We count unvested time-based and earned performance-based restricted stock units, reduced by 25% representing shares withheld for taxes, towards satisfying the guidelines. The guidelines are reduced beginning at the age of 60 by 10% per year, up to a 50% reduction. 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 or are on track to meet the ownership guidelines.


Position			Guidelines
Directors			5x annual cash retainer
Executive Chairman of the Board			6x salary or 135,000 shares
President and Chief Executive Officer			6x salary or 135,000 shares
Executive Vice President			3x salary or 40,000 shares

Insider Trading Policies; Prohibition on Hedging and Pledging Policies

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

Communications with Directors

The Board welcomes questions or comments about the Company and its operations. Interested persons wishing to write any director, committee or the Board should send correspondence to the Corporate Secretary, Haverty Furniture Companies, Inc., 780 Johnson Ferry Road, Suite 800, Atlanta, Georgia 30342. Please specify to whom your correspondence should be directed.

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Corporate Governance Matters

Committees of the Board

Our Board has three standing committees: Audit Committee, NCG Committee, and Executive Committee. The Audit and NCG Committee are composed of only independent directors. Each committee operates under a charter and has the ability to engage independent consultants and advisors at the Company's expense to assist the committee in fulfilling its duties. The table below shows the current membership, the principal functions, and the number of meetings held in 2025.


Audit Committee Chair: Al Trujillo Members: Michael R. Cote G. Thomas Hough Vicki R. Palmer Independence: Each member of the committee is independent 4 Meetings during FY 2025			Key Risk Oversight and Other Duties: •Oversight of financial reporting process. •Oversight of risk assessment process and framework. •Ethics and compliance related matters. •Risks and internal controls related to information technology and systems, cybersecurity and data privacy. •Legal and regulatory compliance matters. •Selection and oversight of our independent registered public accounting. •Risk and internal controls related to information technology and systems and cybersecurity. Report: The Audit Committee Report is set forth beginning on page 54 of this Proxy Statement. Charter: The Audit Committee Charter is available on Havertys' website at https://ir.havetys.com/corporate-governance-information Each member has been designated as “an audit committee financial expert” as defined by the Securities and Exchange Commission (“SEC”), 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”).

Nominating, Compensation and Governance Committee Chair: L. Allison Dukes Members: G. Thomas Hough Natalie B. Morhous Derek G. Schiller Al Trujillo Independence: Each member of the committee is independent 3 Meetings during FY 2025			Key Risk Oversight and Other Duties: •Identification and evaluation of director candidates. •Compensation of executive officers. •Executive and senior management incentive compensation program. •Evaluation of CEO performance. •Non-employee director equity and cash compensation programs. •Board and Company governance structure, practices and processes. •Human capital and stewardship strategy oversight. Report: The NCG Committee Report is set forth beginning on page 29 of this Proxy Statement. Charter: The NCG Committee Charter is available on Havertys' website at https://ir.havetys.com/corporate-governance-information.

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Corporate Governance Matters


Executive Committee Chair: G. Thomas Hough Members: Steven G. Burdette L. Allison Dukes Clarence H. Smith Al Trujillo Independence: All independent members except for our Executive Chairman and CEO. 0 Meetings during FY 2025			Key Risk Oversight and Other Duties: •Acts with authority of the Board in the management of business in the interim period between Board meetings •Approves specific terms of financings or other transactions that have previously been presented to the Board. Charter: The Executive Committee Charter is available on Havertys' website at https://ir.havetys.com/corporate-governance-information

Attendance

During 2025, the Board met four times and the committees met as indicated in the table above. Each director attended 100% of the meetings of the Board and committees on which he or she served during 2025.

We do not have a policy regarding director attendance at the Annual Meeting of Stockholders. We have historically received proxies representing approximately 91% of eligible shares and had no stockholders in attendance at our annual meetings. No directors attended the 2025 annual meeting, and none are expected to attend the 2026 Annual Meeting.

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Our Director Compensation

Overview of Director Compensation

Non-employee directors receive a combination of cash and stock-based compensation designed to attract and retain qualified candidates to serve on the Board and further align their interest with that of our stockholders. Mr. Clarence Smith, as an Executive Chairman of the Board and Mr. Burdette, as a management director in 2025, did not receive any compensation for serving on the Board during 2025.

Elements of Compensation for 2025 Board Year


Annual Retainer			Supplemental Annual Retainer
Equity Retainer	$	95,000	Lead Director(1)	$	25,000
Cash Retainer	$	60,000	Audit Committee Chair	$	20,000
			NCG Committee Chair	$	15,000
			Audit Committee Member	$	10,000
			NCG Committee Member	$	5,000

1)The lead director does not receive a supplemental annual cash retainer for his or her committee service.

Director compensation is paid for the board year which begins on the day of our annual meeting and terminates the day before the succeeding annual meeting. All retainers are paid on the first day of the board year.

Directors’ Deferred Compensation Plan. Under the Directors’ Deferred Compensation Plan (“Deferred Plan”), non-employee directors may elect to (i) receive 100% of their annual cash retainer in shares of Company stock, paid currently, (ii) defer receipt of the cash or common stock payment of their compensation, and/or (iii) 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), will be distributed in the future to a director in one lump sum or in no more than ten equal annual installments, or in accordance with the terms of the Deferred Plan. Five directors elected to defer a portion of their 2025 compensation. There are five directors with balances in the Deferred Plan; four have elected to receive their payments at the end of their board service and one has elected to receive payments beginning in 2040.

2025 Non-management Director Compensation. The following table sets forth the compensation earned by our non‑management directors who served during 2025.


Director	Fees Earned or Paid in Cash ($)		Stock Awards ($) (1)		All Other Compensation		Total ($)
Michael R. Cote(2)	$	70,000	$	95,000	$	—	$	165,000
L. Allison Dukes	75,000		95,000		—		170,000
Rawson Haverty Jr.	60,000		95,000		—		155,000
G. Thomas Hough	85,000		95,000		—		180,000
Natalie B. Morhous	63,333		95,000		—		158,333
Vicki R. Palmer	70,000		95,000		—		165,000
Derek G. Schiller(2)	65,000		95,000		—		160,000
Al Trujillo	85,000		95,000		—		180,000

(1)Represents the aggregate grant date total fair value of stock awards determined in accordance with FASB ASC Topic 718. The award reflected in this column consists of a fully vested award granted to non-employee directors on May 12, 2025, as the annual grant made on the first day of the new board year. The grant date fair value was $21.00, which was the closing price of the Company’s common stock on the grant date.

(2)Messrs. Cote and Schiller elected under the Deferred Plan for their fees payable in cash to be deferred and paid in common stock for the 2024-2025 and 2025-2026 board year.

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.

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Compensation Discussion and Analysis

Overview

The purpose of this Compensation Discussion and Analysis (“CD&A”) is to provide stockholders with a description of our executive compensation philosophy, the material elements of the program, and the policies and objectives which support the program.

CD&A Roadmap

Our 2025 Named Executive Officers (NEOs)

Role of the NCG Committee

Steven G. Burdette

Overview of Key Features of Our Compensation Programs

President and Chief Executive Officer

How We Make Our Compensation Decisions

Richard B. Hare

Leadership Transition

Executive Vice President and Chief Financial Officer

Executive Compensation Components

John L. Gill

NCG Committee Report

Executive Vice President, Merchandising

Compensation at Havertys

Clarence H. Smith

Summary Compensation

Executive Chairman of the Board

Grants of Plan Based Awards

Outstanding Equity Awards

Options and Stock Vesting

Non-Qualified Deferred Compensation

Pension and Retirement Benefits

Potential Payments upon Termination or Change in Control

CEO Pay Ratio

Pay-versus-Performance

Our goal is to attract and retain talented executives who deliver value to our stockholders by achieving Havertys’ business objectives which drive sustained sales, earnings before interest, taxes, depreciation and amortization (“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.

Role of the NCG Committee

The NCG Committee is composed of independent directors and is responsible for the approval and oversight of compensation programs for executive officers and equity plan awards. The NCG Committee took the following steps to ensure that it effectively carried out its responsibilities:

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

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

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

✔Reviewed and approved all compensation components for our executive officers;

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

✔Held an executive session at each meeting, without members of management, to discuss decisions related to the CEO’s performance, goal-setting, and compensation level and covered these items in an executive session of the independent directors of the Board; and

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

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Compensation Discussion and Analysis

Overview of Key Features of Our Compensation Program

Compensation
Component

Key Features

Purpose

2025 Actions

Base Salary

•Fixed base of cash compensation commensurate with job responsibilities and experience.

•Provide a fixed amount of cash compensation to attract and retain talented executives and differentiate the scope and complexity of executive’s positions as well as individual performance over time.

•Adjusted salaries for the Chairman and President and CEO at time of transition; market adjustments for other NEOs

Annual Cash Incentive (MIP)

•Individual MIP opportunities are expressed as a percentage of base salary and can vary for executives based on their positions. Target MIP award opportunities are generally established so that total annual cash compensation (base salary plus target MIPs) approximates the median of our peer group.

•Performance-based cash incentive pay is comprised of two plans: MIP-I is tied to the Company achieving certain pre-tax income levels during the year (80% of total target cash incentive pay) and MIP-II is based on successfully meeting individual performance goals (20% of total target cash incentive pay).

•The range of potential payouts for actual results relative to these goals is zero to 175% of target for MIP-I and zero to 100% of target for MIP-II.

•MIP amounts are earned based on the results achieved as determined by the NCG Committee after evaluating Company and individual performance against pre-established goals.

•Motivate and reward achieving or exceeding Company and individual performance objectives, reinforcing pay-for-performance.

•Align performance measures for NEOs on key business objectives to lead the organization to achieve short-term financial and operational goals.

•Ensure alignment of short-term and long-term strategies of the Company.

•Adjusted compensation targets for the Executive Chairman and President and CEO at the time of the leadership transition.

•2025 performance resulted in total MIP-I earned at 138% of its target and MIP-II earned at 97.5% of its target for the CEO and 100% of its target for the remaining NEOs.

Long-Term Equity

•Awards are granted annually with consideration of competitive market grant levels, internal equity and historical practices.

•Awards to NEOs are in the form of performance restricted stock units (PRSUs) based on achievement of EBITDA and Sales goals over a 1-year performance period, and time-based restricted stock units (RSUs).

•Vesting: The PRSUs granted in 2025 that are earned based on performance will cliff vest in February 2028. The RSUs vest in equal increments over a three-year period. The grants are forfeitable upon termination of employment, except in the cases of death, disability, or retirement.

•Stock-based compensation links executive compensation directly to stockholder interests.

•PRSUs provide a direct connection to Company performance.

•Multi-year vesting creates a retention mechanism and provides incentives for long-term creation of stockholder value.

•Adjusted compensation targets for the Executive Chairman and President and CEO at the time of the leadership transition.

•80% of our CEO’s and 70-80% of our other NEO’s equity awards were granted as PRSUs, with the remainder granted as RSUs. The PRSUs were tied 80% to EBITDA and 20% tied to Sales.

•2025 PRSUs tied to EBITDA were earned at 127.0% of target, and PRSUs tied to Sales were earned at 103% of target. These earned PRSUs will vest in February 2028.

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Compensation Discussion and Analysis

What We Do:

What We Don’t Do:

Pay-for-performance. Our executive compensation program emphasizes variable compensation over fixed pay. For 2025 variable compensation comprised approximately 73% of the targeted annual compensation for our Chief Executive Officer and, on average, 60% of the targeted annual compensation for other executives.

X

X

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

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

Provide competitive target pay opportunities. We annually evaluate our target and actual compensation levels and relative proportions of the types of compensation against our peer group.

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

Align performance measures to a mix of key strategic and operating objectives. Performance measures for incentive compensation are linked to both strategic and operating objectives designed to create long-term stockholder value and to hold executives accountable for their individual performance and the performance of the Company.

No repricing or buyout of underwater stock options. Our equity plan does not permit the repricing or buyout of underwater stock options or stock appreciation rights without stockholder approval, except in connection with certain corporate transactions involving the Company.

Link compensation to future stock performance. In 2025, all of the long-term incentive awards delivered to our NEOs were in the form of equity-based compensation. For 2025, long-term equity compensation comprised approximately 45% of the targeted annual compensation for the chief executive officer and 30% to 35% of the targeted annual compensation for the other NEOs.

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

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

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

Maintain “Clawback” and “Recoupment” Policies. The Company will recover incentive compensation paid to an executive officer that was calculated based upon any financial result or performance metric that is later subject to a financial restatement and may also recover incentive compensation if the executive commits a significant legal or compliance violation.

Require meaningful stock ownership. Our NEOs are also subject to significant stock ownership guidelines. New executive officers have five years to meet required ownership guidelines.

Mitigate undue risk-taking in compensation programs. Our compensation programs for our executive officers contain features that are designed to mitigate undue risk-taking by our executives.

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

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Compensation Discussion and Analysis

How We Make Compensation Decisions

The NCG Committee has overall responsibility for approving and evaluating the Company’s executive officers’ compensation plans, policies and programs. The NCG Committee is also responsible for providing a report reviewing the Company’s CD&A. The NCG 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 NCG Committee exercises judgment and discretion in making them.

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

The NCG Committee annually evaluates the compensation consultant's performance. During 2025, the NCG Committee reviewed Meridian’s independence and determined that there were no conflicts of interest as a result of the NCG Committee’s engagement of Meridian. The NCG Committee did not engage any consultant other than Meridian during 2025 to provide compensation consulting services.

Compensation Analysis. In determining appropriate compensation opportunities for our named executive officers, the NCG Committee received input from Meridian. The NCG Committee reviewed and analyzed competitive market data to be used as background for 2025 pay decisions and to obtain a general understanding of current compensation practices. This data was referenced when establishing the pay opportunities for NEOs discussed below. Market data was based primarily on public disclosures of pay opportunities available to executive officers in comparable positions at similar companies (our “peer group”). The peer group included companies from the retail furniture industry, retailers of big-ticket postponable items, and specialty retailers. The peer group is re-evaluated annually to take into account changes in their operations and our own. The peer group companies used in setting 2025 compensation were the same as used in the prior year except that Hibbett Sports, Inc. was removed after being acquired, Conn's Inc. was removed after filing for bankruptcy, Big 5 Sporting Goods Corporation was removed based on profitability and market capitalization comparisons, and HNI Corporation, Interface, Inc. and Tile Shop Holdings, Inc. were added as replacements.

Peer Group

American Woodmark Corp.

Flexsteel Industries, Inc.

Miller Knoll, Inc.

Arhaus Inc.

HNI Corporation

Oxford Industries, Inc.

Bassett Furniture Industries Inc.

Hooker Furnishings Corp.

Sleep Number Corporation

Culp, Inc.

Interface, Inc.

The Lovesac Company

Ethan Allen Interiors Inc.

La-Z-Boy Incorporated

Tile Shop Holdings, Inc.

Role of CEO. The compensation of every Havertys employee, including each NEO, 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 2025, Mr. Burdette provided recommendations to the NCG Committee with respect to the base salary amounts, performance targets for the annual and long-term incentive programs, and any equity awards for each executive officer (other than himself). These recommendations were based on the peer group data provided by Meridian and Mr. Burdette’s assessment of the executive’s relative experience, overall performance, and impact on the accomplishment of Havertys’ financial goals and strategic objectives during the prior year. While the NCG Committee took Mr. Burdette’s recommendations under advisement, it independently evaluated the pay recommendations for each executive and made all final compensation decisions in accordance with its formal responsibilities as defined in its Charter.

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Compensation Discussion and Analysis

Leadership Transition

As previously disclosed, effective January 1, 2025, Mr. Clarence Smith stepped down from his position as President and CEO and continues his service on the Board as Executive Chairman, and Mr. Burdette became President and CEO and a member of the Board. In connection with the transition of Mr. Clarence Smith and the promotion of Mr. Burdette, the Board approved the compensation changes below effective as of January 1, 2025:

For Mr. Burdette:

•annual base salary increased to $650,000;

•short-term target incentive award for fiscal year 2025 increased to 100% of his base salary from 70%; and

•long-term incentive ("LTI") award for fiscal year 2025, consisting of restricted stock units and performance restricted stock units, with an estimated target total value of $1,075,000 up from the target total value of awards for fiscal 2024 of $499,000.

For Mr. Smith:

•annual base salary decreased to $600,000;

•short-term target incentive award for fiscal year 2025 decreased to 75% of his base salary from 100%; and

•LTI award for fiscal 2025, consisting of restricted stock units and performance restricted stock units, with an estimated target total value of $450,000 down from the target total value of awards for fiscal 2024 of $1,482,000.

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 compared to target goals established for our annual cash and equity incentive plans and the ultimate value, philosophy, and objectives.

The graphs below illustrate how total target compensation for our NEOs in January 2025 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.

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Compensation Discussion and Analysis

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 responsibility, relative expertise and experience. The NCG Committee reviews the information regarding executives’ base salary levels compared to the base salaries of executives of companies in our peer group. The NCG 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 NCG 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 a reasonable range of the median of the peer group data.

Management Incentive Plans (“MIPs”). Our compensation philosophy connects our executives’ potential annual cash earnings to performance. Consistent with prior years, the NCG Committee established two plans, MIP-I and MIP-II (the “MIPs”), to provide an annual cash incentive opportunity to our NEOs. The NCG Committee approved the MIP designs and targets in January 2025 as part of the annual compensation setting process. The target cash incentive amount for the combined MIPs as a percentage of base salary was 100% for Mr. Burdette, 75% for Mr. Clarence Smith, 70% for Mr. Hare, and 65% for Mr. Gill. As in prior years, MIP-I is based upon pre-tax income 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 exceeds financial goals and below target payouts when goals are not achieved. Consistent with our historical approach, MIP-I includes quarterly pre-tax income 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 2025. The MIP-I provided for a 40% target payout to be earned once 80% of the goal was met, and a maximum payout at 175% of target for performance at or above 125% of the goal, and interpolation for performance between these levels.


MIP-I Goal and Earned
(in millions)	Q1			Q2			Q3			Q4			Annual			Total
MIP-I Weighting	10		%	7		%	10		%	13		%	60		%	100	%
MIP-I Pre-Tax Income Goal	$	5.5		$	3.9		$	6.0		$	8.1		$	23.5
2025 Pre-Tax Income	$	5.3		$	4.3		$	6.4		$	10.8		$	26.8
% of Goal Achieved	97		%	110		%	106		%	133		%	114		%
Target % Achieved	91		%	130		%	118		%	175		%	142		%
% of MIP-I Earned	9		%	9		%	12		%	23		%	85		%	138	%

The NCG Committee reviewed the payout results of 138% of target based on the Company’s 2025 pre-tax income 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. Each NEO's MIP-II goals are established at the beginning of the year. The Committee reviewed each NEO’s performance relative to their MIP-II goals and determined that the individual goal payouts under the MIP-II ranged from 97.5% to 100% for the NEOs.

The combination of the approved MIP-I and MIP-II payouts resulted in a total average MIP payout of 130.3% of target for the NEOs. See the “Summary Compensation Table,” which shows the actual non-equity incentive plan compensation paid to our NEOs for our 2025 performance.

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 NCG Committee, and the 2025 annual equity award grants were set at its meeting in January 2025. The 2025 grants were comprised of a mix of PRSUs based on EBITDA, PRSUs based on sales, and time-based RSUs.

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Compensation Discussion and Analysis

The graphs below highlight the mix of the types of equity awards granted in 2025.

The EBITDA-based PRSU grants use EBITDA as the performance measure to determine the number of shares that will vest, measured over a performance period commencing January 1, 2025 and ending December 31, 2025. The 2025 EBITDA target was $41.9 million, exclusive of adjustments to eliminate unusual or non-recurring items, with a range from a threshold of $33.5 million that would earn 40% of the target shares to a maximum of $52.4 million that would earn 175% of the target shares. EBITDA* for 2025 was calculated at $45.5 million, resulting in 127% of the target shares being earned. The shares will cliff vest in February 2028.

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, 2025, and ending December 31, 2025. Net sales is the amount included in our Form 10-K for the year ended December 31, 2025. The sales target for 2025 was $750.0 million, with a range from a threshold of $705.0 million that would earn 40% of the target shares to a maximum of $900.0 million that would earn 150% of target shares. Net sales were $759.0 million in 2025, resulting in 103% of the target shares being earned. The shares will cliff vest in February 2028.

The time-based RSUs vest in three equal annual installments beginning in May 2026.

Dividend and voting rights are not applicable to stock awards until vested. Additional details regarding grants are provided in the “2025 Grants of Plan Based Awards Table” and “2025 Outstanding Equity Awards Value at Year-End Table.”

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

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Compensation Discussion and Analysis

Policies and Practices Regarding Timing of Equity Grants

The NCG Committee, in its discretion, typically approves annual grant awards to all eligible employees in January, with the number of shares granted based on the closing price of our common stock on the grant date. From time to time, our NCG Committee may approve supplemental or other non-recurring grants outside of our annual compensation program.

While we do not have a formal written policy in place with regard to the timing of equity awards in relation to the disclosure of material nonpublic information, the NCG Committee does not seek to time equity grants to take advantage of information, either positive or negative, about our Company that has not been publicly disclosed.

Insider Trading Policy

We have adopted an Insider Trading Policy (the "Policy") governing the purchase, sale, and other dispositions of our securities. The Policy applies to the Company itself and all Company personnel, including directors, officers, employees, and other covered persons. We believe the Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to us. A copy of our Insider Trading Policy is filed as Exhibit 19.1 to the Company’s Form 10-K for the year ended December 31, 2025.

Clawback Policy

The NCG Committee has adopted a comprehensive Clawback Policy in compliance with the mandatory provisions regarding incentive compensation as required by the NYSE rules. The Company will recover incentive compensation paid to an executive officer that was calculated based upon any financial result or performance metric that is later subject to a financial restatement, and may also recover incentive compensation if the executive commits a significant legal or compliance violation including a violation of our Code of Conduct. A copy of our Clawback Policy is filed as Exhibit 97 to the Company’s Form 10-K for the year ended December 31, 2025.

Pension Benefits and Retirement Plans

We provide retirement benefit plans as an incentive for employees to remain with the Company long-term. Our NEOs are eligible to participate in the same retirement benefit programs that we offer to salaried employees at the corporate level. Our NEOs are also eligible to participate in our 401(k) plan to which the Company may make matching contributions. We match contributions 100% up to 4% of a participant's compensation, with a maximum match per participant of $14,000 in 2025.

We have a non-qualified, non-contributory supplemental executive retirement plan (the “SERP”). The SERP was established in connection with a defined benefit plan for which the benefits were frozen in 2006 and 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 (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 are provided in the “Pension Benefits and Retirement Plans Table.”

Consideration of Last Year’s Advisory Stockholder Vote on Executive Compensation

The NCG Committee considered the 98% stockholder support of the compensation paid to our NEOs evidenced by the results of last year's advisory vote on executive compensation, and together with its analysis, did not make any specific changes to our executive compensation program for 2025 in response to the vote. Future annual advisory votes on executive compensation will serve as an additional tool to guide the committee in evaluating the alignment of the Company’s executive compensation program with the interests of the Company and its stockholders.

Frequency of Advisory Stockholder Vote on Executive Compensation

At our 2021 annual meeting on May 10, 2021, our stockholders expressed a preference that advisory votes on executive compensation occur every year, as recommended by our Board. Consistent with this preference, the Board implemented an annual advisory vote on executive compensation until the next advisory vote on the frequency of stockholder votes on executive compensation, which will occur no later than the Company’s Annual Meeting of Stockholders in 2027.

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NCG Committee Report

The NCG Committee oversees Havertys Furniture's compensation on behalf of the Board and operates under a written charter adopted by the Board. A copy of the charter is available on the Company's website at http://ir.havertys.com/corporate-governance-information/corporate-governance-documents.

The NCG Committee, the members of which are listed below, is responsible for establishing and administering the executive compensation programs of Havertys Furniture. The NCG Committee has reviewed and discussed the Compensation Discussion and Analysis with management as required by Item 402(b) of Regulation S-K. Based on such review and discussions, the NCG Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into the Company’s 2025 Annual Report on Form 10-K.

The Nominating, Compensation, and Governance Committee

L. Allison Dukes
Chair

G. Thomas Hough

Natalie B. Morhous

Derek G. Schiller

Al Trujillo

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Compensation at Havertys

Summary Compensation Table

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


Name, Principal Position, and Year	Salary		Non-Equity Incentive Plan Compensation (1)		Stock Awards (2)		Change in Pension Value (3)		All Other Compensation (4)		Total
Clarence H. Smith Executive Chairman
2025	$	600,000	$	586,800	$	448,821	$	66,094	$	45,594	$	1,747,309
2024	760,000		266,669		1,470,572		42,253		65,360		2,604,854
2023	760,000		670,746		1,330,012		60,223		66,713		2,887,694
Steven G. Burdette President and Chief Executive Officer
2025	650,000		844,350		1,072,192		23,892		45,355		2,635,789
2024	525,000		128,948		496,153		473		48,550		1,199,124
2023	525,000		324,341		472,486		23,326		46,845		1,391,998
Richard B. Hare Executive Vice President, Chief Financial Officer
2025	485,000		442,708		435,355		—		34,447		1,397,510
2024	465,000		114,211		416,760		—		32,839		1,028,810
2023	465,000		266,754		399,988		—		28,842		1,160,584
John L. Gill Executive Vice President, Merchandising
2025	440,000		372,944		329,143		10,925		32,899		1,185,911
2024	420,000		88,422		337,367		—		31,732		877,521
2023	420,000		222,405		300,007		10,690		27,706		980,808

Summary Compensation Table Footnotes

(1)Non-Equity Incentive Plan Compensation: Amounts for the cash earned under the annual incentive plans. For a description of the plans see “Compensation Discussion and Analysis.” The aggregate awards earned for 2025 were approximately 130% of each NEO’s combined MIP target levels. The table below includes the total award to each NEO and the portion of the award attributable to each component


	MIP-I (Corporate Performance)		MIP-II (Individual Performance)		Total Annual Incentive Award
Clarence H. Smith	$	496,800	$	90,000	$	586,800
Steven G. Burdette	717,600		126,750		844,350
Richard B. Hare	374,808		67,900		442,708
John L. Gill	315,744		57,200		372,944

(2)Stock Awards: These amounts are the full grant date fair value, as determined in accordance with ASC Topic 718. The full grant date value is calculated using the number of awards granted multiplied by the closing price of our stock on the date of grant. All the grants were made on January 23, 2025. The amounts reported for these awards may not represent the amounts the individuals will actually realize, as the number of shares earned, if any, will depend on actual performance versus goals and the change in our stock price over time. For a description of the plan, see "Compensation, Discussion & Analysis."

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Compensation at Havertys

The table below sets forth the details of the components that make up the 2025 equity awards. For PRSUs, the grant date fair value is calculated using the target number of PRSUs awarded to each NEO, which was the assumed probable outcome as of the grant date. Assuming, instead, the highest level of performance achievement as of the grant date, the aggregate grant date fair value of the PRSUs is reflected in the table below under "Maximum", which is 175% of target for EBITDA awards and 125% of target for Sales awards. In 2025, the EBITDA performance grants were earned at 127% and the Sales performance grants were earned at 103% of target.


	Components of Annual Stock Awards								Additional Information
	Value of RSUs ($)		Value of PRSUs - Target ($)				Total		Value of PRSUs - Maximum ($)
			EBITDA		Sales				EBITDA		Sales
Clarence H. Smith	$	89,764	$	287,255	$	71,802	$	448,821	$	502,707	$	107,703
Steven G. Burdette	214,443		686,204		171,545		1,072,192		1,200,863		257,318
Richard B. Hare	130,597		243,806		60,952		435,355		426,661		91,439
John L. Gill	98,734		184,323		46,086		329,143		322,559		69,141

(3)Change in Pension Value: Represents the aggregate change in the actuarial present value of accumulated benefits under the SERP for the applicable year. These amounts were determined using interest rate and mortality rate assumptions consistent with those used in Note 11 Benefit Plans to our 2025 consolidated financial statements, which are included in our Form 10-K for the year ended December 31, 2025. Year-over-year changes in pension value for the SERP were frozen when the pension plan was terminated in 2014. The SERP monthly benefits are actuarially increased if commencement of such benefits begins after normal retirement age if elected by the participant prior to the SERP being frozen. Our NEOs who joined the Company after December 2015 have no benefits under the SERP.

(4)All Other Compensation: These amounts for 2025 are comprised of items as noted in the following table:


	401 (K) Plan Match(a)		Deferred Compensation Plan Contribution(b)		Other(c)		Total
Clarence H. Smith	$	14,000	$	15,500	$	16,094	$	45,594
Steven G. Burdette	14,000		12,868		18,487		45,355
Richard B. Hare	14,000		—		20,447		34,447
John L. Gill	14,000		—		18,899		32,899

(a)The maximum 401(k) match for calendar year 2025 was $14,000.

(b)Company contributions to the Deferred Compensation Plan are based on the 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.

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Compensation at Havertys

2025 Grants of Plan-Based Awards


Name, Grant Date and NCG Committee Approval Date	Award Type (1)	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)

		Threshold		Target		Maximum		Threshold	Target	Maximum

Clarence H. Smith
1/23/2025	MIP-I	$	10,080	$	360,000	$	630,000	—	—	—	—	—		—
1/23/2025	MIP-II	—		90,000		90,000		—	—	—	—	—		—
1/23/2025	PRSU	—		—		—		5,009	12,522	21,914	—	$	22.94	$	287,255
1/23/2025	PRSU.1	—		—		—		1,252	3,130	4,695	—	22.94		71,802
1/23/2025	RSU	—		—		—		—	—	—	3,913	22.94		89,764

Steven G. Burdette
1/23/2025	MIP-I	14,560		520,000		910,000		—	—	—	—	—		—
1/23/2025	MIP-II	—		130,000		130,000		—	—	—	—	—		—
1/23/2025	PRSU	—		—		—		11,965	29,913	52,348	—	$	22.94	686,204
1/23/2025	PRSU.1	—		—		—		2,991	7,478	11,217	—	22.94		171,545
1/23/2025	RSU	—		—		—		—	—	—	9,348	22.94		214,443

Richard B. Hare
1/23/2025	MIP-I	7,605		271,600		475,300		—	—	—	—	—		—
1/23/2025	MIP-II	—		67,900		67,900		—	—	—	—	—		—
1/23/2025	PRSU	—		—		—		4,251	10,628	18,599	—	22.94		243,806
1/23/2025	PRSU.1	—		—		—		1,063	2,657	3,986	—	22.94		60,952
1/23/2025	RSU	—		—		—		—	—	—	5,693	22.94		130,597

John L. Gill
1/23/2025	MIP-I	6,406		228,800		400,400		—	—	—	—	—		—
1/23/2025	MIP-II	—		57,200		57,200		—	—	—	—	—		—
1/23/2025	PRSU	—		—		—		3,214	8,035	14,061	—	22.94		184,323
1/23/2025	PRSU.1	—		—		—		804	2,009	3,014	—	22.94		46,086
1/23/2025	RSU	—		—		—		—	—	—	4,304	22.94		98,734

(1)Award Type: MIP-I = Annual Cash Management Incentive Plan Compensation based on Company performance

MIP-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 2025 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. The combination of the approved MIP-I and MIP-II payouts resulted in a total average MIP payout of 130% of target.

(3)The PRSU grant is based on achievement of 2025 EBITDA target as discussed above. The number of shares actually achieved were 127% of the target and are shown as outstanding awards on page 33.

(4)The PRSU.1 grant is based on achievement of a sales target for 2025. The number of shares actually achieved were 103% of the target and are shown as outstanding awards on page 33.

(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 $22.94, the closing stock price on the grant date, in accordance with ASC Topic 718.

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Compensation at Havertys

Outstanding Equity Awards at 2025 Fiscal Year-End Table

The following table includes certain information with respect to the value of all unvested stock awards previously granted to the NEOs as of December 31, 2025. The market value of shares of stock that have not vested is based on the closing market price as of December 31, 2025, the last trading day of 2025, which was $23.36.


		Stock Awards
Name	Date Awarded	Number of Shares of Stock That Have Not Vested (#)	Market Value of Shares of Stock that Have Not Vested ($)
Clarence H. Smith
1/26/23(1)		5,296	$	123,715
1/26/23(2)		20,722	484,066
1/26/23(3)		2,747	64,170
1/25/24(1)		8,146	190,291
1/25/24(4)		14,091	329,166
1/23/25(1)		3,913	91,408
1/23/25(5)		12,522	292,514
1/23/25(6)		3,130	73,117
Steven G. Burdette
1/26/23(1)		2,822	$	65,922
1/26/23(2)		6,697	156,442
1/26/23(3)		888	20,744
1/25/24(1)		4,286	100,121
1/25/24(4)		4,160	97,178
1/23/25(1)		9,348	218,369
1/23/25(5)		29,913	698,768
1/23/25(6)		7,478	174,686
Richard B. Hare
1/26/23(1)		2,389	$	55,807
1/26/23(2)		5,669	132,428
1/26/23(3)		752	17,567
1/25/24(1)		3,600	84,096
1/25/24(4)		3,494	81,620
1/23/25(1)		5,693	132,988
1/23/25(5)		10,628	248,270
1/23/25(6)		2,657	62,068

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Compensation at Havertys

Outstanding Equity Awards Table (continued)


		Stock Awards
Name	Date Awarded	Number of Shares of Stock That Have Not Vested (#)	Market Value of Shares of Stock that Have Not Vested ($)
John L. Gill
1/26/23(1)		1,792	41,861
1/26/23(2)		4,252	99,327
1/26/23(3)		564	13,175
1/25/24(1)		2,914	68,071
1/25/24(4)		2,829	66,085
1/23/25(1)		4,304	100,541
1/23/25(5)		8,035	187,698
1/23/25(6)		2,009	46,930

Outstanding Equity Awards Table Footnotes

Award Information

Vesting
Rate

Vesting Dates

Conditions

(1)

Restricted Stock Units

33.3% per year

May 8 each year beginning year following grant date

Continued employment through vesting date.

(2)