Pay versus Performance

The following table shows the past three fiscal years’ total compensation for the named executive officers as set forth in the Summary Compensation Table, the total compensation actually paid (“CAP”) to the named executive officers, the Company’s total shareholder return (“TSR”), peer group’s total shareholder return over the same period, net income, and the EPS as the company-selected performance measure.

Fiscal Year 2023 Pay versus Performance Table

Year	Summary compensation table total for CEO(1)		Compensation actually paid to CEO(3)		Average summary compensation table total for other NEOs(2)		Average compensation actually paid to other NEOs(3)		Total shareholder return(4)		Peer group total shareholder return(4)		Net income			EPS
	($)		($)		($)		($)		($)		($)		($, in thousands)			($)
2023		1,186,994		1,067,309		538,642		462,563		102.45		79.69		(4,312	)		(0.37	)
2022		798,169		406,826		577,484		244,027		71.56		100.42		11,718			0.97
2021		923,559		367,660		534,790		569,066		126.19		121.44		(10,426	)		(0.88	)

(1) The amounts in this column reflect the summary compensation table totals for Mr. Hoff for fiscal years 2023 and 2022 and for Paul B. Toms, Jr. for fiscal year 2021. Mr. Hoff became CEO on February 1, 2021, the first day of the Company’s 2022 fiscal year. Mr. Toms retired as CEO on January 31, 2021, the last business day of the Company’s 2021 fiscal year.

(2) The amounts in this column reflect the average summary compensation totals for our non-CEO NEOs. For 2023, this includes Messrs. Huckfeldt and Phelps, and Ms. Smith. For 2022, this includes Messrs. Huckfeldt, Phelps and Boone, and Ms. Smith. For 2021, this includes Messrs. Huckfeldt, Boone, Hoff, Townsend, and Ms. Smith. Mr. Hoff was the president of Hooker Legacy Brand in 2021 fiscal year. Messrs. Douglas Townsend and D. Lee Boone were presidents of Home Meridian segment and separated from the Company in fiscal year 2021 and 2022, respectively.

(3) SEC rules require certain adjustments be made to the Summary Compensation Table totals to determine compensation “actually paid” as reported in the Pay versus Performance table. The following table details these adjustments:

Year	Executives	Summary Compensation Table Total		Deduct Reported Change in Actuarial Present Value of Pension Benefits(a)			Add Pension Benefit Adjustments(b)		Deduct Reported Value of Equity Awards(c)			Add Equity Award Adjustments(d)			Compensation Actually Paid
		($)		($)			($)		($)			($)			($)
2023	CEO		1,186,994		-			-		(600,000	)		480,315			1,067,309
	Other NEOs		538,642		-			38,785		(201,006	)		86,142			462,563

2022	CEO		798,169		-			-		(337,500	)		(53,843	)		406,826
	Other NEOs		577,484		-			30,595		(225,255	)		(138,797	)		244,027

2021	CEO		923,559		(150,823	)		-		(337,500	)		(67,576	)		367,660
	Other NEOs		534,790		(46,588	)		23,660		(174,003	)		231,207			569,066

(a)

The amounts in this column represent the amounts reported in the “Change in Pension Value and Non-Qualified Deferred Compensation Earnings” column of the Summary Compensation Table for each appliable year. In fiscal 2023, the change in pension value was -$141,096 for Mr. Huckfeldt and -$53,784 for Ms. Smith. In fiscal year 2022, the change in pension value was -$11,090 for Mr. Huckfeldt and -$3,133 for Ms. Smith.

(b)

The total pension value adjustments for each applicable year include the aggregate of two components: (i) the actuarially determined service cost for services rendered by the executive during the applicable year (the “service cost”); and (ii) the entire cost of benefits granted in a plan amendment (or initiation) during the applicable year that are attributed by the benefit formula to services rendered in periods prior to the plan amendment or initiation (the “prior service cost”), in each case, calculated in accordance with U.S. GAAP. There were no amendments made to the SRIP during fiscal years 2021-2023 which would generate a prior service cost. Messrs. Hoff and Phelps do not participate in the SRIP plan. The amounts deducted or added in calculating the pension value adjustments are as follows:

Year	Executives	Service Cost (i)		Prior Service Cost (ii)		Total Pension Value Adjustment
		($)		($)		($)
2023	CEO		-		-		-
	Other NEOs		38,785		-		38,785
							-
2022	CEO		-		-		-
	Other NEOs		30,595		-		30,595
							-
2021	CEO		-		-		-
	Other NEOs		23,660		-		23,660

(c)

The amounts in this column represent the grant date fair value of equity awards as reported in the “Stock Awards” column of the Summary Compensation Table for each applicable year.

(d)

The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following:

(i)

the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year;

(ii)

the amount of change in fair value as of the end of the applicable year (from the end of the prior fiscal year) of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year;

(iii)

for awards that are granted and vest in the same applicable year, the fair value as of the vesting date;

(iv)

for awards granted in prior years that vest in the applicable year, the amount equal to the change in fair value as of the vesting date (from the end of the prior fiscal year);

(v)

for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and

(vi)

the dollar value of any dividends or other earnings paid on equity awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year.

The amounts deducted or added in calculating the equity award adjustments are as follows:

Year	Executive	Year end fair value of equity awards granted during the year		Year over year change in fair value of outstanding and unvested equity awards			Fair value as of vesting date of equity awards granted and vested in the year		Year over year change in fair value of equity awards granted in prior years that vested in the year			Fair value at the end of the prior year of equity awards that failed to meet vesting conditions in the year			Value of dividends or other earnings paid on stock or option awards not otherwise reflected in fair value or total compensation		Total equity award adjustments
		($)		($)			($)		($)			($)			($)		($)
2023	CEO		674,246		(6,959	)		-		(5,586	)		(181,386	)		-		480,315
	Other NEOs		225,884		(3,762	)		-		(2,965	)		(133,015	)		-		86,142

2022	CEO		190,896		(135,677	)		-		13,025			(122,087	)		-		(53,843	)
	Other NEOs		89,220		(110,917	)		-		(19,780	)		(97,320	)		-		(138,797	)

2021	CEO		243,511		(51,597	)		-		(95,880	)		(163,610	)		-		(67,576	)
	Other NEOs		298,709		17,822			-		(27,341	)		(57,983	)		-		231,207

(4) Total shareholder return (TSR) is determined based on the value of an initial fixed investment of $100 at the beginning of each year. The peer group TSR prepared by Zacks Investment Research, Inc. represents cumulative, weighted TSR of the same peer group under Standard Industrial Classification (SIC) Codes 2510 and 2511, which includes home furnishings companies that are publicly traded in the United States or Canada. For more information regarding the peer group TSR, refer to the performance graph that is included in the 2023 Form 10-K, as filed with the SEC.

Named Executive Officers, Footnote [Text Block]

(2) The amounts in this column reflect the average summary compensation totals for our non-CEO NEOs. For 2023, this includes Messrs. Huckfeldt and Phelps, and Ms. Smith. For 2022, this includes Messrs. Huckfeldt, Phelps and Boone, and Ms. Smith. For 2021, this includes Messrs. Huckfeldt, Boone, Hoff, Townsend, and Ms. Smith. Mr. Hoff was the president of Hooker Legacy Brand in 2021 fiscal year. Messrs. Douglas Townsend and D. Lee Boone were presidents of Home Meridian segment and separated from the Company in fiscal year 2021 and 2022, respectively.

PEO Actually Paid Compensation Amount

^[2]

$ 1,067,309

406,826

367,660

Non-PEO NEO Average Total Compensation Amount

^[3]

$ 538,642

577,484

534,790

Adjustment to Non-PEO NEO Compensation Footnote [Text Block]

(3) SEC rules require certain adjustments be made to the Summary Compensation Table totals to determine compensation “actually paid” as reported in the Pay versus Performance table. The following table details these adjustments:

Year	Executives	Summary Compensation Table Total		Deduct Reported Change in Actuarial Present Value of Pension Benefits(a)			Add Pension Benefit Adjustments(b)		Deduct Reported Value of Equity Awards(c)			Add Equity Award Adjustments(d)			Compensation Actually Paid
		($)		($)			($)		($)			($)			($)
2023	CEO		1,186,994		-			-		(600,000	)		480,315			1,067,309
	Other NEOs		538,642		-			38,785		(201,006	)		86,142			462,563

2022	CEO		798,169		-			-		(337,500	)		(53,843	)		406,826
	Other NEOs		577,484		-			30,595		(225,255	)		(138,797	)		244,027

2021	CEO		923,559		(150,823	)		-		(337,500	)		(67,576	)		367,660
	Other NEOs		534,790		(46,588	)		23,660		(174,003	)		231,207			569,066

(a)

The amounts in this column represent the amounts reported in the “Change in Pension Value and Non-Qualified Deferred Compensation Earnings” column of the Summary Compensation Table for each appliable year. In fiscal 2023, the change in pension value was -$141,096 for Mr. Huckfeldt and -$53,784 for Ms. Smith. In fiscal year 2022, the change in pension value was -$11,090 for Mr. Huckfeldt and -$3,133 for Ms. Smith.

(b)

The total pension value adjustments for each applicable year include the aggregate of two components: (i) the actuarially determined service cost for services rendered by the executive during the applicable year (the “service cost”); and (ii) the entire cost of benefits granted in a plan amendment (or initiation) during the applicable year that are attributed by the benefit formula to services rendered in periods prior to the plan amendment or initiation (the “prior service cost”), in each case, calculated in accordance with U.S. GAAP. There were no amendments made to the SRIP during fiscal years 2021-2023 which would generate a prior service cost. Messrs. Hoff and Phelps do not participate in the SRIP plan. The amounts deducted or added in calculating the pension value adjustments are as follows:

Year	Executives	Service Cost (i)		Prior Service Cost (ii)		Total Pension Value Adjustment
		($)		($)		($)
2023	CEO		-		-		-
	Other NEOs		38,785		-		38,785
							-
2022	CEO		-		-		-
	Other NEOs		30,595		-		30,595
							-
2021	CEO		-		-		-
	Other NEOs		23,660		-		23,660

(c)

The amounts in this column represent the grant date fair value of equity awards as reported in the “Stock Awards” column of the Summary Compensation Table for each applicable year.

(d)

The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following:

(i)

the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year;

(ii)

the amount of change in fair value as of the end of the applicable year (from the end of the prior fiscal year) of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year;

(iii)

for awards that are granted and vest in the same applicable year, the fair value as of the vesting date;

(iv)

for awards granted in prior years that vest in the applicable year, the amount equal to the change in fair value as of the vesting date (from the end of the prior fiscal year);

(v)

for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and

(vi)

the dollar value of any dividends or other earnings paid on equity awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year.

The amounts deducted or added in calculating the equity award adjustments are as follows:

Year	Executive	Year end fair value of equity awards granted during the year		Year over year change in fair value of outstanding and unvested equity awards			Fair value as of vesting date of equity awards granted and vested in the year		Year over year change in fair value of equity awards granted in prior years that vested in the year			Fair value at the end of the prior year of equity awards that failed to meet vesting conditions in the year			Value of dividends or other earnings paid on stock or option awards not otherwise reflected in fair value or total compensation		Total equity award adjustments
		($)		($)			($)		($)			($)			($)		($)
2023	CEO		674,246		(6,959	)		-		(5,586	)		(181,386	)		-		480,315
	Other NEOs		225,884		(3,762	)		-		(2,965	)		(133,015	)		-		86,142

2022	CEO		190,896		(135,677	)		-		13,025			(122,087	)		-		(53,843	)
	Other NEOs		89,220		(110,917	)		-		(19,780	)		(97,320	)		-		(138,797	)

2021	CEO		243,511		(51,597	)		-		(95,880	)		(163,610	)		-		(67,576	)
	Other NEOs		298,709		17,822			-		(27,341	)		(57,983	)		-		231,207

Compensation Actually Paid vs. Net Income [Text Block]

CAP versus Net Income

As shown in the chart below, the Company’s net income and the CEO and other NEO’s CAP varied significantly each year. This is due in large part to the significant emphasis the Company places on equity incentives, which are sensitive to changes in stock price. For instance, in fiscal 2023, more than 50% of Mr. Hoff’s compensation were equity-based grants, which were comprised of time-based restricted stock unit and performance stock units which are based on achievement of budgeted EPS. Mr. Hoff’s base salary was increased in fiscal 2023 because of the previously mentioned compensation study performed by Pearl Meyer. See page 27 for additional information. The unalignment in fiscal 2023 was due to net loss driven by the $24 million restructuring charges related to the exit of ACH brand and the repositioning of PRI brand. See Fiscal 2023 financial results on page 26 for a discussion of factors leading to the fiscal 2023 net loss.

Total Shareholder Return Vs Peer Group [Text Block]

(4) Total shareholder return (TSR) is determined based on the value of an initial fixed investment of $100 at the beginning of each year. The peer group TSR prepared by Zacks Investment Research, Inc. represents cumulative, weighted TSR of the same peer group under Standard Industrial Classification (SIC) Codes 2510 and 2511, which includes home furnishings companies that are publicly traded in the United States or Canada. For more information regarding the peer group TSR, refer to the performance graph that is included in the 2023 Form 10-K, as filed with the SEC.