UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
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| UNITED STATES |
| SECURITIES AND EXCHANGE COMMISSION |
| Washington, D.C. 20549 |
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| SCHEDULE 14A INFORMATION |
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| Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 |
| (Amendment No. ) |
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Filed by the Registrant ý |
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Filed by a Party other than the Registrant ¨ |
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¨ Preliminary Proxy Statement |
☐ | ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☒ | ý Definitive Proxy Statement |
☐ | ¨ Definitive Additional Materials |
☐ | ¨ Soliciting Material Under Rule 14a-12 |
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| HNI CORPORATION |
| (Name of Registrant as Specified In Its Charter) |
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| (Name of Person(s) Filing Proxy Statement, if other than the Registrant) |
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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HNI CORPORATION
600 EAST SECOND STREET
MUSCATINE, IOWA 52761
563-272-7400
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
The 2018 Annual Meeting of Shareholders of HNI Corporation will be held at HNI Corporate Headquarters, 600 East Second Street, Muscatine, Iowa, on Tuesday, May 8, 2018, beginning at 10:30 a.m. (Central Daylight Time), for the purposes of:
1. | Electing the three Directors named in the accompanying proxy statement; |
2. | Ratifying the Audit Committee's selection of KPMG LLP as the Corporation's independent registered public accountant for the fiscal year ending December 29, 2018; |
3. | Holding an advisory vote to approve named executive officer compensation; and |
4. | Transacting any other business properly brought before the meeting or any adjournment or postponement. |
The holders of record of HNI Corporation common stock, par value $1.00 per share, as of the close of business on March 9, 2018, are entitled to vote at the meeting.
You are encouraged to attend the meeting.
By Order of the Board of Directors,
Steven M. Bradford
Senior Vice President, General Counsel and Secretary
March 23, 2018
YOUR VOTE IS VERY IMPORTANT. PLEASE MARK, SIGN, DATE AND RETURN PROMPTLY THE ENCLOSED PROXY CARD IN THE ENCLOSED POSTAGE PREPAID ENVELOPE OR VOTE USING THE TELEPHONE OR INTERNET VOTING PROCEDURES DESCRIBED ON THE PROXY CARD, WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING. IF YOUR SHARES ARE HELD IN THE NAME OF A BANK, BROKER OR OTHER HOLDER OF RECORD, TELEPHONE OR INTERNET VOTING WILL BE AVAILABLE TO YOU ONLY IF OFFERED BY THEM. THEIR PROCEDURES SHOULD BE DESCRIBED ON THE VOTING FORM THEY SEND TO YOU.
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HNI Corporation
600 East Second Street
Muscatine, Iowa 52761Notice of 2020 Annual Meeting of
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 8, 2018Shareholders and Proxy Statement
HNI Corporation (the "Corporation," "we," "our" or "us") is mailing this Proxy Statement, with the accompanying proxy card, to you on or about March 23, 2018, in connection with the solicitation of proxies by and on behalf of the Corporation's Board of Directors (the "Board" or "Directors") for the 2018 annual meeting of shareholders and any adjournment or postponement of the meeting (the "Meeting"). The Meeting will be held on
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| Notice of 2020 Annual Meeting of Shareholders |
DATE AND TIME
Tuesday, May 8, 2018, beginning5, 2020, at 10:30 a.m., Central (Central Daylight Time, at Time)
PLACE
HNI Corporate Headquarters, 600 East Second Street, Muscatine, Iowa.Iowa 52761
GENERAL INFORMATIONITEMS OF BUSINESS
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| 1. | To elect Miguel Calado, Cheryl Francis, John Hartnett and Dhanusha Sivajee to the Board of Directors; |
Who can attend and vote at the Meeting?
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| 2. | To ratify the appointment of KPMG LLP as the Corporation's independent registered public accounting firm for the fiscal year ending January 2, 2021; |
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| 3. | To vote on an advisory resolution to approve Named Executive Officer compensation; and |
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| 4. | To transact any other business properly brought before the Annual Meeting and any adjournments or postponements thereof. |
RECORD DATE
Shareholders of HNI Corporation common stock, par value $1.00 per share, of record as of the close of business on March 9, 2018 (the "Record Date") are entitled to attend and vote at the Meeting. Each share of the Corporation's common stock, par value $1.00 per share ("Common Stock"), is entitled to one vote on all matters to be voted on at the Meeting and can be voted only if the shareholder of record is present to vote or is represented by proxy. The proxy card provided with this Proxy Statement indicates the number of shares of Common Stock you own and6, 2020, are entitled to vote at the Annual Meeting.
What constitutes a quorumPROXY VOTING
Shareholders of record may vote their shares at the Meeting?Annual Meeting via a toll-free telephone number, over the internet or in person. Shareholders of record that received a paper copy of the proxy card by mail may vote by signing, dating and mailing the proxy card in the envelope provided. Instructions regarding these methods of voting are contained in the Notice and the proxy card.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING
The Corporation's Proxy Statement and 2019 Annual Report on Form 10-K are available free of charge at investors.hnicorp.com.
By Order of the Board of Directors,
Steven M. Bradford
Senior Vice President, General Counsel and Secretary
March 23, 2020
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| Annual Meeting Proposals and Recommendations | |
| Corporate Governance and Board Matters | |
| Overview of the Board of Directors | |
| Board Committees | |
| Corporate Governance | |
| Directors | |
| Director Compensation | |
| Proposal No. 1 - Election of Directors | |
| Audit Committee Matters | |
| Audit Committee Report | |
| Audit and Non-Audit Fees | |
| Pre-Approval of Audit and Non-Audit Services | |
| Proposal No. 2 - Ratification of Independent Registered Public Accounting Firm | |
| Executive Compensation | |
| Proposal No. 3 - Advisory Vote to Approve Named Executive Officer Compensation | |
| Compensation Discussion and Analysis | |
| Compensation Committee Report | |
| Summary Compensation Table | |
| Equity Compensation Plan Information | |
| Other Information | |
| Delinquent Section 16(a) Reports | |
| Beneficial Ownership of the Corporation's Stock | |
| Deadline for Shareholder Proposals for the 2021 Annual Meeting | |
| Other Matters | |
| General Information | |
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| Annual Meeting Proposals and Recommendations |
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| Proposal | Recommendation of the Board |
| 1. | Elect the four directors nominated by the Board | FOR (each nominee) |
| 2. | Ratify appointment of the Corporation's independent registered public accounting firm | FOR |
| 3. | Advisory vote to approve Named Executive Officer compensation | FOR |
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| Corporate Governance and Board Matters |
OVERVIEW OF THE BOARD OF DIRECTORS
The presence atBoard of Directors ("Board") of HNI Corporation (the "Corporation," "we," "our," or "us") oversees the Meeting, in person or represented by proxy,business affairs of the holders of a majorityCorporation. In addition, the Board selects and provides advice and counsel to the Chief Executive Officer ("CEO") and certain senior executive officers of the outstanding sharesCorporation. By carrying out its responsibilities with honesty and integrity, the Board has established a corporate culture of Common Stock ("Outstanding Shares")accountability, responsibility and ethical behavior through the careful selection and evaluation of senior management and directors.
The Corporation's Corporate Governance Guidelines provide for a Board consisting of between 10 and 15 directors. The exact number of directors is determined from time to time by the Board based on the Record Date will constitute a quorum. Onrecommendation of the Record Date, there were 43,442,707 Outstanding Shares. To determine whether a quorum exists, proxies received but marked "abstain" and so-called "broker non-votes" (described on the following page) will be counted as present.Governance Committee.
What will I be voting on?The Board met four times during 2019, and each director attended 75% or more of the aggregate of the total number of meetings the Board held during 2019 and the total number of meetings held by each committee of the Board on which such director served during 2019. In addition, the Board holds regularly scheduled executive sessions of non-employee directors during each meeting of the Board.
The Corporation encourages all of its directors to attend the Annual Meeting. All directors then in office attended the 2019 annual meeting of the shareholders.
ElectionThe Corporation's key governance documents, including the Corporate Governance Guidelines adopted by the Board, are available at hnicorp.com/investors/corporate-governance.
BOARD COMMITTEES
The Board conducts a significant portion of its business through three standing committees of the Board: the Audit Committee, the Human Resources and Compensation Committee ("Compensation Committee") and the Public Policy and Corporate Governance Committee ("Governance Committee"). The Board has determined that all members of the Audit Committee, Compensation Committee and Governance Committee are independent as defined under the New York Stock Exchange LLC ("NYSE") listing standards and the Securities and Exchange Commission ("SEC") rules applicable for committee memberships. In making these determinations, the Board considered the types and amounts of the commercial dealings between the Corporation and the companies and organizations with which the directors are affiliated.
The Board has adopted written charters for each of the three nomineesAudit Committee, the Compensation Committee and the Governance Committee, which are available at hnicorp.com/investors/corporate-governance. The Board reviews each committee charter at least annually.
Audit Committee
The Audit Committee is responsible for, Director named on page 5 of this Proxy Statement under "Proposal No. 1 – Election of Directors."
Ratificationthe integrity of the Corporation's financial statements and the Corporation's accounting and financial reporting processes and financial statement audits;
the Corporation's compliance with legal and regulatory requirements;
the independent auditor's qualifications and independence; and
the performance of the Corporation's internal audit function and independent auditor.
The Audit Committee's selection of KPMG LLP asCommittee appoints the Corporation's independent registered public accountantaccounting firm and reviews the services performed by such firm. The Audit Committee met four times during 2019.
Compensation Committee
The Compensation Committee is responsible for, among other things, fulfilling the fiscal year ending December 29, 2018 ("Fiscal 2018"), as described on page 14 of this Proxy Statement under "Proposal No. 2 – Ratification of Audit Committee's Selection of KPMG LLP as the Corporation's Independent Registered Public Accountant for Fiscal 2018."
Adoption of an advisory resolution approving the compensation of the Corporation's executives;
overall member (i.e., employee) relations, culture and morale;
human resource practices designed to attract and retain qualified members at all levels;
human resources policy and related regulatory compliance issues;
compensation and benefits practices;
the selection, performance, compensation, development, and succession of key executives; and
the evaluation of the CEO.
The Compensation Committee met four times during 2019.
Governance Committee
The Governance Committee is responsible for, among other things, fulfilling the Board's oversight responsibilities relating to:
serving as the Board's nominating committee by identifying individuals qualified to serve as directors consistent with criteria approved by the Board;
recommending to the Board the director nominees for annual meetings of the shareholders;
developing and recommending to the Board corporate governance principles;
monitoring and evaluating corporate governance practices;
evaluation of the Board and the Corporation; and
finance policy and capital structure of the Corporation.
The Governance Committee fulfills the role of the Corporation's nominating committee. The Governance Committee has evaluated and recommended to the Board each of the nominees named executive officers as described on page 38 ofin this Proxy Statement under "Proposal No. 3 – Advisory Votefor election to Approve Named Executive Officer Compensation."
CORPORATE GOVERNANCE
We urge you to vote by "proxy" (one of the individuals named on your proxy card will vote your shares as you have directed) even if you plan to attend the Meeting so we will know as soon as possible whether a quorum exists for us to hold the Meeting. Follow the instructions on your enclosed proxy card. Telephone and Internet voting is available to all registered and most beneficial holders.
Shareholders voting by proxy may use one of the following three options:
Fill out the enclosed proxy card, sign it and mail it in the enclosed, postage-paid envelope;
Vote by Internet (if available, instructions are on the proxy card); or
Vote by telephone (if available, instructions are on the proxy card).
If your shares of Common Stock are held for you as the beneficial owner through a broker, trustee or other nominee (such as a bank) in "street name," rather than held directly in your name, please refer to the information provided by your bank, broker or other holder of record to determine the options available to you.Board Leadership Structure
The telephoneBoard recognizes one of its key responsibilities is to evaluate and Internet voting facilities for shareholders will close at 11:59 p.m. Eastern Daylight Timedetermine the optimal Board leadership structure. The Board believes its leadership structure best serves the objectives of the Board's oversight of management and ability to carry out its roles and responsibilities on May 7, 2018. If you vote by mail, you should mail your signed proxy card sufficiently in advance for it to be received by May 7, 2018.behalf of the shareholders.
If you hold shares throughThe Board evaluates from time to time as appropriate whether the same person should serve as the Chairman of the Board ("Chairman") and CEO, or whether the positions should be held by different persons, taking into consideration the relevant facts and circumstances to ensure the interests of the Corporation and shareholders are served. Following the retirement of Stan Askren, the Corporation's retirement plan, your vote must be received by 11:59 p.m. Eastern Daylight Time on May 3, 2018.
If you sign, dateformer Chairman and return the proxy card but do not specify how your shares are to be voted, then your proxy will vote your shares "FOR" all proposals, "FOR" election of each nominee for Director, and in your proxy's discretion as to any other business which may properly come before the Meeting.
How do I vote if my shares of Common Stock are held in "street name"?
You will need to instruct your broker, trustee or other nominee how to vote your shares. Since a beneficial owner is not the shareholder of record, you may not vote these shares in personCEO, at the Meeting unless you obtain a legal proxy fromend of 2018, the broker, trustee or other nominee holding your shares, giving youBoard separated the rightroles of Chairman and CEO to votepromote the shares atBoard's independent authority to oversee the Meeting. Your broker, trustee or other nominee has enclosed with this Proxy Statement, or will provide upon request, voting instructions for youCorporation's business and allow our CEO to use in directingfocus his time and energy on managing the broker, trustee or other nominee how to vote your shares.
What discretion does my broker, trustee or other nominee have to vote my shares of Common Stock held in "street name"?
A broker, trustee or other nominee holding your shares of Common Stock in "street name" must vote those shares according to specific instructions it receives from you. New York Stock Exchange ("NYSE") rules determine the proposals on which brokers may not vote without specific instructions from you ("Non-Routine Proposals"). Your shares will not be voted on any Non-Routine Proposal if you do not provide voting instructions, giving rise to what is called a "broker non-vote." Shares represented by broker non-votes will be countedCorporation's business and operations. Effective January 1, 2019, Larry Porcellato was appointed as present for purposes of determining a quorum.
It is important, if you hold shares in "street name," you provide specific voting instructions to your broker, trustee or other nominee or your shares will not be voted with respect to Proposal Nos. 1Chairman and 3 because they are Non-Routine Proposals for which your broker, trustee or other nominee may not vote your shares in its discretion.
Can I change or revoke my vote or revoke my proxy?
Yes. You may change your vote at any time before the proxy is voted at the Meeting. For shareholders of record, if you voted your proxy card by mail, you may revoke your proxy at any time before it is voted by executing and delivering a timely and valid later-dated proxy, by voting by ballot at the Meeting or by giving written notice to HNI's Corporate Secretary. If you voted via the Internet or by telephone you may also change your vote with a timely and valid later-dated Internet or telephone vote, as the case may be, or by voting by ballot at the Meeting. Attendance at the Meeting will not revoke a proxy unless (a) you give proper written notice of revocation to the Secretary before the proxy is exercised or (b) you vote by ballot at the Meeting. Once voting is completed at the Meeting, you will not be able to revoke your proxy or change your vote.
If your shares are held in "street name," you must follow the specific voting directions provided to you by your broker, trustee or other nominee to change or revoke any instructions you have already provided.
How do I vote my sharesserved in the Corporation's retirement plan?
If you participate incapacity through 2019. On February 12, 2020, the Board elected the Corporation's retirement plan,CEO Jeff Lorenger as Chairman and appointed Larry Porcellato as Lead Director, both effective February 2020. Under the proxy card you receive will also include Common Stock allocatedCorporate Governance Guidelines, the Lead Director's role is to your account. Properly completedaid and signed proxy cards, including telephoneassist the Chairman and Internet voting, will serve to instruct the plan trustee on how to vote any shares allocated to your account and a portion of all shares as to which no instructions have been received (the "undirected shares") from plan participants. The proportionBoard in assuring effective corporate governance in overseeing the affairs of the undirected shares to which your instructions will apply will be equal toBoard and the proportion of the shares to which the trustee receives instructions represented by your shares.
How is the Corporation soliciting proxies?Corporation.
The Corporation bearsmaintains strong governance structures and processes to ensure the costindependence of preparing, assemblingthe Board, eliminate conflicts of interest and mailingprevent dominance of the proxy materialsBoard by management. The Board and the Governance Committee have assembled a Board comprised of strong and sophisticated directors who are currently or have recently been leaders of major companies or institutions, are independent thinkers and have a wide range of expertise and skills.
The Board regularly meets in executive session without the presence of management or the CEO. During 2019, the Chairman presided at these meetings and provided the Board's guidance and feedback to the Corporation's CEO and management team. Further, the Board has regular and complete access to the Corporation's management team. At each Board and committee meeting, the Board receives information and insight from management on matters impacting the Corporation.
Board's Role in Risk Oversight
The Board administers its risk oversight role primarily through its committee structure and the committees' regular reports to the Board at each quarterly Board meeting. The Board has designated the primary responsibility for overseeing risk management to the Audit Committee.
The Audit Committee meets frequently during the year and discusses with management, the Corporation's Vice President, Internal Audit, and the Corporation's independent registered public accounting firm:
current business trends affecting the Corporation;
major risks facing the Corporation;
steps management has taken to monitor and control the risks; and
adequacy of internal controls that could significantly affect the Corporation's financial statements.
At least annually, the Board discusses with management the appropriate level of risk relative to corporate strategy and business objectives and reviews with management the Corporation's existing risk management processes, including information security and data protection procedures, and their effectiveness. The Audit Committee also reviews the Corporation's enterprise risk management process for identification of, and response to, major risks. The Audit Committee provides the Board with a report concerning its risk oversight activities at each quarterly Board meeting. Each key risk identified for the Corporation is referred to the Board or assigned a committee of the Board for oversight and each committee regularly reports to the Board regarding these risks.
Processes and Procedures for the Consideration and Determination of Executive Compensation by Compensation Committee
In establishing and reviewing the Corporation's executive compensation program and risks related to compensation matters, a senior management team, under the solicitation of proxies by and on behalfoversight of the Board. In addition to the use of the mail, certainCompensation Committee, annually conducts a risk assessment of the Corporation's officers may, without additional compensation solicit proxiespolicies and practices to ensure they do not encourage excessive risk taking by members which could result in person, by telephone or through other means of communication. The Corporation will beara material adverse effect on the cost ofCorporation. Based on this solicitation.most recent compensation risk assessment, both management and the Compensation Committee believe the risks arising from the Corporation's compensation policies and practices, as managed, are not reasonably likely to have a material adverse effect on the Corporation.
How will my vote get counted?The Compensation Committee is responsible for developing and implementing the Corporation's compensation policies and programs for the CEO and other senior executives as further discussed in the Compensation Discussion and Analysis ("CD&A") which begins on page 19 of the Proxy Statement.
Broadridge Financial Solutions ("Broadridge") will use an automated system to tabulate the votes and will serve as the InspectorCode of Election.Ethics
Is my vote confidential?
Proxy instructions, ballotsThe Corporation maintains a code of ethics, the "Member Code of Integrity," that applies to all directors, executive officers and voting tabulations identifying individual shareholders are handled in a manner to protect your voting privacy. Your vote will not be disclosed either within the Corporation or to third parties, except:
as necessary to meet applicable legal requirements;
to allow for the tabulation of votes and certificationother members (i.e., employees). A copy of the vote; and
Member Code of Integrity is available on the Corporation's website at hnicorp.com/investors/corporate-governance. The Corporation intends to facilitate a successful proxy solicitation.
Occasionally, shareholders provide written comments on their proxy cards, which may be forwardeddisclose amendments to or waivers of the Member Code of Integrity granted to the Corporation's management.directors and executive officers by posting such information to the Corporation's website within four business days following the date of such amendment or waiver.
How do I get to the Meeting location?
The Meeting will be held at HNI Corporate Headquarters, 600 East Second Street, Muscatine, Iowa. If driving to the Meeting from Quad City International Airport, from the main exit traffic light go straight onto I-74 to I-280, turn right (cloverleaf) onto I-280 West, drive approximately 11 miles crossing the Baker Bridge, take the second exit in Iowa (Exit 6 – Muscatine),
at the traffic light turn left (west) onto Highway 61 South, continue approximately 22 miles to Muscatine, continue on Hwy 61 bypass, turn left (south) at traffic light onto Park Avenue, veer right at stop sign at five-way stop onto Second Street, HNI Corporate Headquarters is approximately one mile on the left. If driving to the Meeting on I-80, take Exit 271 (Hwy 38 South), drive approximately 12 miles, proceed through major intersectionPolicy for Review of Hwy 38 and Hwy 61, continue on Park Avenue, veer right at stop sign at five-way stop onto Second Street, HNI Corporate Headquarters is approximately one mile on the left.
Where can I find proxy materials?
The Proxy Statement and annual report to security holders are available at http://investors.hnicorp.com/Docs.Related Person Transactions
The Corporation makeshas adopted a written policy for reviewing and approving transactions between the Corporation and its annual reports, annual meeting noticesrelated persons, including executive officers, directors, director nominees, shareholders owning greater than five percent of the Corporation's voting securities and proxy statementsany affiliates. The policy applies to:
all financial transactions, arrangements or relationships involving more than $100,000;
transactions in which the Corporation, or one of its affiliates, is a participant; and
transactions in which a related person could have a direct or indirect material interest.
The policy does not apply to certain compensation payments approved by the appropriate committee of the Board, transactions available to all other shareholders or members (i.e., employees) on the Internet. same terms, transactions with an entity where the related person's interest is only as a director or a less than ten percent owner, or transactions in which the rate charged by a related person is determined by competitive bid.
The Corporation's Office of the General Counsel (the "General Counsel") performs the initial review of all transactions subject to the policy. Quarterly, the General Counsel reports to the Audit Committee each known transaction to be considered by the Audit Committee pursuant to the policy, including the proposed aggregate value of each transaction and any other relevant information. After review, the Audit Committee approves, ratifies or disallows each transaction in accordance with the policy.
If youthe General Counsel learns of an ongoing or completed transaction, arrangement or relationship not submitted for prior review and approval, the General Counsel will submit it to the Audit Committee for ratification, amendment, rescission or termination.
Since the beginning of the Corporation's 2019 fiscal year, there were no related person transactions required to be reported.
Anti-Hedging Policy
The Corporation's insider trading policy prohibits hedging transactions. Specifically, the Corporation prohibits members (i.e., employees), directors, or their designees from hedging their ownership of the Corporation's common stock (including prepaid variable forwards, equity swaps, collars and exchange funds), engaging in short sales or purchasing put or call options, pledging their shares of the Corporation's common stock, holding them in a margin account or engaging in short-term transactions with shares of the Corporation's common stock.
Shareholder Outreach and Engagement
The Corporation has a philosophy of direct engagement, open communication and transparency with our shareholders. Shareholders provide valuable insights into emerging issues and feedback on our performance. In 2019, members of the Corporation's senior management met with shareholders at a variety of conferences; the Corporation hosted quarterly earnings calls and provided additional engagement through conference calls, in-house meetings and various industry events throughout the year; and the Chairman and CEO met with many of our largest shareholders to discuss topics including financial performance, risk management, corporate governance and environmental and social issues.
Shareholder Communications with the Board
Shareholders and other interested parties who wish to receive these documents incommunicate with the future over the Internet rather than receiving paper copies in theBoard, or any director, should send an email to "BoardOfDirectors@hnicorp.com" or mail please follow the instructions on your proxy card. These documents will be available on or about March 23, 2018 at http://investors.hnicorp.com/Docs. Once you give your consent, it will remain in effect until you notify the Corporation you wish to resume mail delivery of the annual reports and proxy statements. Even though you give your consent, you still have the right at any time to request copies of these documents at no charge by writinga letter to the Board of Directors, c/o Corporate Secretary, at HNI Corporation, 600 East Second Street, Muscatine, Iowa 52761 or callingwith a request to forward the Corporation at 563-272-7123.
What should I do if I receive more than one setcommunication to the intended recipient. Any communications received will be opened by the office of voting materials?
You may receive more than one set of voting materials, including multiple copies of this Proxy Statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you may receive a separate voting instruction card for each brokerage account. If you are a shareholder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card you receive.
The Securities and Exchange Commission (the "SEC") has adopted rules permitting delivery of a single annual report and/or proxy statement to any household at which two or more shareholders reside, whom the Corporation believes to be members of the same family. If you wish to participate in this program and receive only one copy of future annual reports and/or proxy statements, please write to Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11717. Your consent to receive only one copy of the annual report and/or proxy statement will remain in effect until Broadridge receives a written revocation notice from you, in which case the Corporation will begin sending individual copies within 30 days. The Corporation will continue to separately mail a proxy card for each registered shareholder account. The Corporation will promptly deliver separate copies of its annual report and/or proxy statement upon request. Shareholders may request copies by writing to the Corporate Secretary at HNI Corporation, 600 East Second Street, Muscatine, Iowa 52761,for the sole purpose of determining whether the contents are a message to the Board or callingany director. In general, any communications not in the Corporation at 563-272-7123.nature of advertising or promotions of a product or service will be promptly forwarded to the appropriate party.
Did the Corporation utilize the SEC's "notice and access" proxy rules for delivery of the voting materials this year?
No. The Corporation delivered its voting materials in the same manner as it has in the past. However, many shareholders have previously consented to receive electronic delivery of the proxy statement and annual report to security holders and therefore did not receive hard copies of these materials. Next year, the Corporation intends to use the notice and access method of providing proxy materials to shareholders via the Internet. We believe this process will provide shareholders with a convenient and quick way to access the proxy materials and vote, while allowing us to conserve natural resources and reduce the costs of printing and distributing the proxy materials.
Where can I find the voting results of the Meeting?
The Corporation intends to announce preliminary voting results at the Meeting and will publish final results on a Current Report on Form 8-K, which will be filed with the SEC within four business days after the Meeting and available on the Corporation's website.
PROPOSAL NO. 1 – ELECTION OF DIRECTORS
The Amended and Restated By-laws, as amended, of HNI Corporation (the "By-laws")There are currently provide for ten Directors andeleven directors on the Board currently consists of ten Directors. Nine of the ten Directors are independent Directors as further discussed on page 7 of this Proxy Statement under "Corporate Governance and Board Matters – Director Independence." Stan A. Askren, Chairman, President and Chief Executive Officer of the Corporation, is the only Director employed by the Corporation and is not independent under the NYSE listing standards or the Corporation's categorical independence standards (the "Categorical Standards").
Board. The Board is divided into three classes. Generally, one class is elected each year for a term of three years. The termsAt the Annual Meeting, one existing director of the three nominees, allBoard is retiring from the Board and four existing directors of whomthe Board are current Directors, expire in 2018. If elected, the three Board-nominated candidates would serve a three-year term expiring at the Corporation's 2021 annual meeting of shareholders.
Director Nominationsstanding for reelection.
The Board hasand the Governance Committee have adopted guidelines for identifying and evaluating candidates for Director.director candidates. Under those guidelines, the Corporation's Public Policy and Corporate Governance Committee (the "Governance Committee") takes into account a numberconsiders the mix of factors when identifying potential nominees, including: possession of desired skills, experience and abilities identified by the Governance Committee; ability to communicate ideas and contribute to Board deliberations; independence from management; diversity; judgment, integrity and reputation; existing commitments to other businesses; potential conflicts of interest with other pursuits; and legal constraints. Although the Corporation has no specific policy ondirector characteristics, experiences, diversity the guidelines broadly define diversity to include(including factors such as age, race, gender, education, ethnicity, career experience and personality; understanding ofpersonality) attributes, perspectives and experiences in manufacturing, distribution, technology, finance and marketing; and international experience and culture.skills appropriate for the Corporation. The Governance Committee reviews these factors and others considered useful by the Governance Committee in the context of an assessment of the perceived needs of the Board and the Corporation from time to time. The Governance Committee may use a variety of means to identify potential nominees, including recommendations from the Chairman, Directorsdirectors or others associated with the Corporation. The Governance Committee may also retain third-party search firms to identify potential nominees based on the Corporation's established criteria for director candidates discussed above. The Governance Committee screens potential candidates and recommends suitable candidates to the Board for nomination.
The Corporation does not have minimum qualifications for Directors;director candidates; however, Directorscandidates should possess the highest personal and professional integrity and ethics and be willing and able to devote the required time to the Corporation. The Board believes it should be comprised of Directorsdirectors with varied and complementary backgrounds, which together build the overall strength of the Board.Board, and the Governance Committee is committed to actively seeking out diversified candidates to include in the pool from which director candidates are chosen.
The Governance Committee evaluates candidates recommended by the Corporation's shareholders using the same criteria for candidates described above and considering additional information required by the By-laws. Shareholders wishing to recommend a candidate for nomination by the Corporation as Directora director for inclusion in the Corporation's proxy statement for the 20192021 annual meeting of shareholders should write tomust satisfy the Corporation's Corporate Secretary before November 23, 2018, and include the information required by Section 2.16(a)(2) of the By-laws. The Governance Committee will consider candidates for Director recommended by shareholders by applying the criteria for candidates described above and considering the additional information requiredrequirements set forth by the By-laws.
NomineesSummary of Individual Director Primary Skills, Core Competencies and Attributes
The following section summarizes the primary skills, core competencies and attributes for Electioneach director.
Director Independence
Under the Corporate Governance Guidelines, at least three-fourths of the directors must be considered independent under the NYSE rules and applicable law. The Board has adopted categorical independence standards to assist it in making independence determinations regarding its directors. These categorical independence standards are contained in our Corporate Governance Guidelines, available at hnicorp.com/investors/corporate-governance.
The Board has determined all of the directors except for the Corporation's CEO are independent under NYSE rules and applicable law because they have no material relationship with the Corporation that would impair their independence.
Director Biographies
The following biographies describe the skills, qualities, attributes and experience of each director serving on the current Board. The Board believes the directors possess the appropriate mix of diversity in terms of gender, age, ethnicity, skills, business experience, service, and viewpoints and considers the directors, including those directors being nominated for reelection to the Board at the Annual Meeting, to be highly qualified for service due to a variety of factors reflected in each director's education, areas of expertise, and experience serving on boards of directors of other organizations during the past five years.
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| Miguel M. Calado, age 64, has been a director of the Corporation since August 2004. Mr. Calado has been Chairman and President of the WY Group and as an employee of WY Group (USA) Inc. since April 2017, and he also serves as a director of Nanoform Finland Limited, an international drug particle engineering company. From 2014 to April 2017, Mr. Calado was Vice President, Corporate Development and President of the iMax Diagnostic Imaging Business Unit of Hovione SA, an international fine chemicals company. From 2006 to 2014, he was the Vice President and Chief Financial Officer of Hovione. He has been President of GAMCAL, LLC, an investment company, since 2006. Mr. Calado brings to the Board extensive international, general management, manufacturing and financial expertise derived primarily from his previous service as Chief Financial Officer of an international manufacturing company and prior service in various roles at several large, packaged and consumer goods public companies. These roles and companies include Executive Vice President and President, International for Dean Foods Company and several international finance roles for PepsiCo, Inc., including Senior Vice President, Finance and Chief Financial Officer, PepsiCo Foods International. Mr. Calado currently serves as a member of the Governance Committee. Although Mr. Calado does not serve on the Audit Committee, he qualifies as an "audit committee financial expert." |
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| Cheryl A. Francis,age 66, has been a director of the Corporation since May 1999. Ms. Francis has been an independent business and financial advisor since 2000 and the Co-Chairman of the Corporate Leadership Center, a not-for-profit organization focused on developing tomorrow’s business leaders, since 2008. Previously, from 2002 to 2008, she was the Vice Chairman of the Corporate Leadership Center. Ms. Francis is a director of Aon plc, a leading global professional services firm providing a broad range of risk, retirement and health solutions, and Morningstar, Inc., a leading provider of independent investment research in North America, Europe, Australia and Asia. Ms. Francis brings to the Board significant financial expertise based primarily on her prior role as Chief Financial Officer of R.R. Donnelley & Sons Company and service on the audit and finance committees of other public companies. She also brings to the Board corporate governance experience through her service on the compensation and governance committees of other public companies, and executive leadership development experience based on Corporate Leadership Center work with CEOs, leading academic institutions and corporate executives. She currently serves on the Corporation’s Governance Committee. Although Ms. Francis does not serve on the Audit Committee, she qualifies as an "audit committee financial expert."
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| John R. Hartnett, age 59, has been a director of the Corporation since August 2016. Mr. Hartnett is an Executive Vice President at Illinois Tool Works Inc. (ITW), a Fortune 200 global multi-industrial manufacturing leader with seven industry-leading business segments. Mr. Hartnett has been with ITW for 37 years and currently heads its Welding segment. He has extensive engineering, marketing, manufacturing and management experience from his numerous business roles at ITW including his most recent role as head of ITW's Construction Products segment. Mr. Hartnett currently serves on the Compensation Committee.
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| Dhanusha Sivajee,age 42, has been a director of the Corporation since July 2019. Ms. Sivajee is the Chief Marketing Officer of The Knot Worldwide, the leading digital wedding planning marketplace, operating in over 15 countries across the globe. Its family of lifestyle brands inspire, inform and celebrate life’s biggest milestones. Ms. Sivajee has been with The Knot Worldwide since 2014. Previously, Ms. Sivajee was Chief Marketing Officer at AOL Brand Group; Vice President of Global Marketing at Bloomberg Mobile; and Director, Advanced Product and Digital Marketing at Home Box Office. Ms. Sivajee brings to the Board extensive strategically-driven marketing and transactional marketplace experience from over 20 years working across media and e-commerce industries. Ms. Sivajee currently serves on the Governance Committee.
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| Brian E. Stern, age 72, has been a director of the Corporation since July 1998. Mr. Stern has been a director of Starboard Capital Partners, LLC, since July 2007. He is a director and investor in Blackrock Microsystems LLC (Utah). Previously, from 2004 to June 2007, Mr. Stern was the Senior Vice President, Xerox, Fuji Xerox Operations of Xerox Corporation, a developer, marketer, manufacturer, financier and servicer of document processing products and services. Mr. Stern brings to the Board significant knowledge of the office products and office supplies industry and expertise in product development, sales and marketing. He also has substantial experience in international operations, manufacturing, channels of distribution and general management. During 2019, Mr. Stern served as the Chair of the Governance Committee.
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Mr. Calado, Ms. Francis, Mr. Hartnett, Ms. Sivajee, and Mr. Stern comprise a class of directors whose terms will expire at the Annual Meeting. Mr. Calado, Ms. Francis, Mr. Hartnett and Ms. Sivajee have been nominated for reelection to the Board. Mr. Stern will retire.
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| Mary A. Bell, age 59, has been a director of the Corporation since November 2006. Ms. Bell has also served as a director of Husco International Inc. since November 2015 and as a director of PPC Partners since June 2019. Prior to her retirement in July 2015, Ms. Bell was a Vice President of Caterpillar, the world's leading manufacturer of construction and mining equipment, diesel and natural gas engines, industrial gas turbines and diesel-electric locomotives. From 2004 to 2007, she was the Vice President of Caterpillar's Logistics Division and served as Chairman and President of Cat Logistics Services, Inc., formerly a wholly owned subsidiary of Caterpillar. Ms. Bell brings to the Board considerable logistics, manufacturing and dealer channel expertise and general management experience derived primarily from her service in various roles at Caterpillar. She currently serves as Chair of the Compensation Committee.
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| Mary K.W. Jones,age 51, has been a director of the Corporation since February 2016. Ms. Jones serves as Senior Vice President, General Counsel & Worldwide Public Affairs of Deere & Company ("Deere"), a world-leading provider of advanced products and services for agriculture, construction, forestry and turf care. From 2010 through 2012, she served as Deere's Vice President, Global Human Resources. Ms. Jones brings to the Board significant risk management, corporate governance and general legal expertise, derived largely from her role leading the Deere compliance and legal functions. In addition, she brings to the Board significant expertise in the areas of talent strategy, executive succession planning and compensation, derived from her former role as Deere's Vice President, Global Human Resources. Ms. Jones currently serves as a member of the Compensation Committee.
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| Ronald V. Waters, III, age 67, has been a director of the Corporation since November 2002. Mr. Waters has been an independent business consultant since 2010. Previously, from 2009 to 2010, he was a director and the President and Chief Executive Officer of LoJack Corporation, and from 2007 to 2008, he was a director and the President and Chief Operating Officer of LoJack. He is a director of Fortune Brands Home & Security, Inc., an industry-leading home and security products company, and Paylocity Corporation, a leading software provider of cloud-based payroll and human capital management software. From 2012 to January 2015, Mr. Waters was a director of Chiquita Brands International, Inc. Mr. Waters brings to the Board chief executive officer experience through his former role as Chief Executive Officer of LoJack and significant finance expertise derived primarily from his service on the audit committee of two other public companies and previous roles as Chief Operating Officer at two public companies, Chief Financial Officer at Wm. Wrigley Jr. Company, Controller at The Gillette Company and partner of a large public accounting firm. He has extensive outside audit experience. Mr. Waters also brings to the Board international, law and information technology expertise derived primarily from his service in various roles at several large public companies. Mr. Waters currently serves on the Audit Committee, and qualifies as an "audit committee financial expert."
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Ms. Bell, Ms. Jones and Mr. Waters comprise a class of directors whose terms will expire at the Corporation's 2021 annual meeting of the shareholders.
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| Larry B. Porcellato, age 61,has been a director of the Corporation since August 2004. He was elected Chairman in January 2019, and held that position through February 12, 2020, when he was appointed to serve as Lead Director of the Board. Mr. Porcellato previously served as Lead Director from May 2017 through December 2018. From 2009 to July 2014, Mr. Porcellato was the Chief Executive Officer of The Homax Group, Inc. (Homax), a leading specialty application consumer products supplier to the home care and repair markets. Previously, from February 2007 to December 2008, he was an independent business consultant and, from 2002 to January 2007, he was the Chief Executive Officer of ICI Paints North America (ICI Paints). Mr. Porcellato is a director of OMNOVA Solutions, Inc., an innovator of emulsion polymers, specialty chemicals and decorative and functional surfaces, and a former director of privately held PSAV Holding LLC, an international, full-service technology in-house audiovisual provider. Mr. Porcellato brings to the Board chief executive officer experience in the building products industry through his former leadership of Homax and his former role as Chief Executive Officer of ICI Paints and financial expertise derived primarily from his service on the audit committee of another public company and previous finance and division leadership roles at other public companies. He also brings to the Board international and marketing expertise derived primarily from his service in various international and marketing roles at Rubbermaid Incorporated and Braun Canada Inc. and corporate governance experience through his service on the compensation and governance committees of another public company. During 2019, Mr. Porcellato served as a member of the Audit Committee.
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| Abbie J. Smith, age 66,has been a director of the Corporation since July 2000 and served as the Lead Director May 2014 to May 2017. Since 1999, Ms. Smith has been a Chaired Professor at the University of Chicago Booth School of Business, a national leader in higher education, and is currently the Boris and Irene Stern Distinguished Service Professor of Accounting and James S. Ely, III Faculty Fellow. She is a director of DFA Investment Dimensions Group Inc., Dimensional Investment Group Inc., and a trustee of The DFA Investment Trust Company and the Dimensional Emerging Markets Value Fund, and a director of the Ryder System, Inc., a commercial transportation, logistics and supply chain management solutions company. Ms. Smith is also a trustee of The UBS Funds (Chicago), UBS Relationship Trust, and SMA Relationship Trust. Ms. Smith brings to the Board considerable financial and corporate governance expertise based primarily on her extensive research and teaching at the University of Chicago and her service on mutual fund complex and other public company audit, performance, finance and nominating committees. Ms. Smith currently serves as Chair on the Corporation's Audit Committee, and qualifies as an "audit committee financial expert."
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| Jeffrey D. Lorenger, age 54, the Corporation's President and Chief Executive Officer,has been a director since April 2018. On February 12, 2020, Mr. Lorenger was elected to serve as Chairman of the Board. Mr. Lorenger has worked for the Corporation for over 20 years and prior to his current role as President, Chief Executive Officer and Chairman, held multiple executive level positions including as President, Office Furniture, from 2017 to 2018; President, Contract Furniture, from 2014 to 2017; and President, Allsteel from 2008 to 2014. Jeff has also held positions as Vice President, Sales and Marketing, The HON Company ("HON"); and Vice President, General Counsel and Secretary for HNI Corporation.
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Mr. Porcellato, Ms. Smith and Mr. Lorenger comprise a class of directors whose terms will expire at the Corporation's 2022 annual meeting of the shareholders.
In addition to the directors above, Stan Askren served as a director and Chairman during the Corporation's 2019 fiscal year until the date of his retirement from both positions effective December 31, 2018.
Committee Membership
The following table identifies the current committee members. As discussed above, the Board has determined that each member of the Audit Committee, the Compensation Committee and the Governance Committee is an independent director in accordance with the NYSE rules and applicable SEC rules.
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| Director | Audit Committee | Human Resources and Compensation Committee | Public Policy and Corporate Governance Committee |
| Mary Bell | | ● | |
| Miguel Calado | | | ● |
| Cheryl Francis | | | ● |
| John Hartnett | | ● | |
| Mary Jones | | ● | |
| Jeff Lorenger | | | |
| Larry Porcellato | ● | | |
| Dhanusha Sivajee | | | ● |
| Abbie Smith | ●
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| Brian Stern | | | ● |
| Ronald Waters | ● | | |
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● Committee Chair
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● Committee member
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DIRECTOR COMPENSATION
The Governance Committee is responsible for annually reviewing the compensation paid to directors that are not members (i.e., employees) of the Corporation ("non-employee directors") for service on the Board and for recommending changes in compensation to the Board, if appropriate. The Corporation's CEO does not receive any compensation for his services as a director. The Board is responsible for approving director compensation based on recommendations by the Governance Committee. Neither the Governance Committee nor the Board delegates its authority with respect to setting director compensation to any other person or group. However, the Corporation's management may, at the request of the Governance Committee, assist the Governance Committee in its review of director compensation, which may include recommending changes to compensation. Although it has not done so recently, the Governance Committee has authority to retain a consultant to assist in the evaluation of the compensation and benefits for directors and to approve the consultant's fees and other retention terms.
Each non-employee director receives an annual retainer of $180,000, of which $70,000 is paid in cash in equal installments of $17,500 after each quarterly Board meeting and $110,000 is paid in the form of common stock issued under the 2017 Equity Plan for Non-Employee Directors ("Equity Plan") following the May Board meeting. In 2019, each non-employee director received:
a cash installment payment of $16,750 after the February Board meeting and $17,500 after each of the May, August and November Board meetings; and
a $110,000 Common Stock grant after the May Board meeting.
In 2019, the Chairman received an additional annual retainer of $125,000, of which $75,000 is paid in stock and $50,000 is paid in cash. The Chairman's stock portion of the retainer is paid annually after the May meeting, and the cash portion of the retainer is paid in equal installments after each quarterly Board meeting.
The Chair of the Audit Committee receives an additional annual retainer of $15,000. The Chairs of the Compensation Committee and Governance Committee each receive an additional annual retainer of $10,000. Cash retainers for the Chairs are paid in equal installments after each quarterly Board meeting. Directors are also reimbursed for travel and related expenses incurred to attend meetings.
The Corporation's policy with regard to common stock ownership by non-employee directors is for each director to own common stock with a market value of five times or more the cash portion of the annual retainer. To promote common stock ownership, non-employee directors are required to receive one-half of the cash portion of their annual retainer in the form of shares of common stock to be issued under the Equity Plan or, to the extent the director participates in the Corporation's Directors Deferred Compensation Plan ("Directors Deferred Plan"), in the form of nonvoting share units to be credited to the director's account under the Directors Deferred Plan. This requirement does not, however, apply to any director owning common stock with a market value of five times or more the cash portion of the annual retainer.
Under the Equity Plan, non-employee directors may elect to receive all or a portion of their cash retainers in the form of shares of common stock. Under the Directors Deferred Plan, each director has the opportunity to defer up to 100% of their retainers. Amounts can be deferred to a cash account earning interest at a rate set each year at 1% above the prime interest rate or to the Corporation's notional stock account in the form of nonvoting share units that fluctuate in value based on the price increase or decrease of common stock and earn dividends distributed to all shareholders. The dividends are automatically reinvested for each participant to acquire additional nonvoting shares units. For any cash compensation deferred to the Corporation's notional stock account, the number of nonvoting share units is determined by dividing the amount of the compensation by the fair market value of a share of common stock on the date the compensation would have otherwise been paid. Each director participating in the Directors Deferred Plan elects, on an annual basis, the date or dates of distribution (i.e., a director can elect a lump-sum distribution or distribution via annual installments not to exceed 15) of any amounts they defer. In addition, each non-employee director is eligible to receive awards of stock options to purchase common stock, restricted stock or common stock grants, or any combination thereof, under the Equity Plan in amounts authorized by the Board.
In May 2019, Larry Porcellato was granted 5,750 shares of common stock, Dhanusha Sivajee was granted 2,863 shares of common stock, and each of the other non-employee directors were granted 3,012 shares of common stock under the Equity Plan. The Corporation does not have a non-equity incentive plan for non-employee directors. As of the record date, the Corporation has never issued stock options or restricted stock to the non-employee directors and all shares of common stock issued to directors in lieu of cash retainer amounts were fully vested upon issuance.
Director Compensation for 2019
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| Name | Fees Earned or Paid in Cash ($) (1) | Stock Awards ($) (2) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (3) | All Other Compensation ($) (4) | Total ($) |
| Stan Askren | — | — | — | 180,000 | 180,000 |
| Mary Bell | 76,750 | 110,000 | — | 2,756 | 189,506 |
| Miguel Calado | 69,250 | 110,000 | — | 2,756 | 182,006 |
| Cheryl Francis | 73,000 | 110,000 | — | 2,756 | 185,756 |
| John Hartnett | 69,250 | 110,000 | — | 2,756 | 182,006 |
| Mary Jones | 69,250 | 110,000 | — | 2,756 | 182,006 |
| Larry Porcellato | 123,417 | 210,000 | 939 | 5,261 | 339,617 |
| Dhanusha Sivajee | 40,833 | 91,667 | — | 1,746 | 134,246 |
| Abbie Smith | 80,500 | 110,000 | — | 2,756 | 193,256 |
| Brian Stern | 79,250 | 110,000 | — | 2,756 | 192,006 |
| Ronald Waters | 71,750 | 110,000 | 7,920 | 2,756 | 192,426 |
Notes
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| (1) | For 2019, the independent Directors listed in the table above each earned the following fees paid in cash: Ms. Bell - $69,250 annual retainer plus $7,500 prorated retainer for service as Chair of the Governance Committee; Mr. Calado - $69,250 annual retainer; Ms. Francis - $69,250 annual retainer plus $3,750 prorated retainer for service as Chair of the Audit Committee; Mr. Hartnett - $69,250 annual retainer; Ms. Jones - $69,250 annual retainer; Mr. Porcellato - $69,250 annual retainer plus $54,167 prorated retainer for service as Chair of the Board; Ms. Sivajee - $40,833 prorated annual retainer; Ms. Smith - $69,250 annual retainer plus $11,250 prorated retainer for service as Chair of the Audit Committee; Mr. Stern - $69,250 annual retainer plus $10,000 retainer for service as Chair of the Governance Committee; and Mr. Waters - $69,250 annual retainer plus $2,500 prorated retainer for service as Chair of the Compensation Committee. Ms. Bell and Mr. Hartnett received 100% of cash retainer in the form of Common Stock under the Equity Plan, which equated to the following: Ms. Bell - 2,093 shares and Mr. Hartnett - 1,884 shares; and Ms. Sivajee received 50% of cash retainer in the form of Common Stock under the Equity Plan, which equated to 583 shares. |
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| (2) | Represents (a) the portion of the annual retainer paid in the form of shares – a $110,000 Common Stock grant authorized by the Board on May 7, 2019 under the Equity Plan; (b) an additional prorated retainer paid to Mr. Porcellato for services as Chairman paid in the form of shares - a $100,000 Common Stock grant authorized by the Board on May 7, 2019; and (c) the prorated portion of the annual retainer of $91,667 paid in the form of shares granted to Ms. Sivajee and authorized by the Board on August 6, 2019. In aggregate, Mr. Porcellato was issued 5,750 shares of Common Stock at a price of $36.52 (the closing price of a share of Common Stock on the date of grant, May 7, 2019) for a total grant date fair value of $209,990, as computed in accordance with FASB Accounting Standards Codification Topic 718. The difference between the $210,000 Common Stock grant authorized by the Board and the actual value of Common Stock issued was approximately $10, which was paid in cash to Mr. Porcellato. Ms. Sivajee was issued 2,863 shares of Common Stock at a price of $32.01 (the closing price of a share of Common Stock on the date of grant, August 6, 2019) for a total grant date fair value of $91,645, as computed in accordance with FASB Accounting Standards Codification Topic 718. The difference between the $91,667 Common Stock grant authorized by the Board and the actual value of Common Stock issued was approximately $22, which was paid in cash to Ms. Sivajee. Each remaining independent director serving on the Board as of May 7, 2019 was issued 3,012 shares of Common Stock at a price of $36.52 (the closing price of a share of Common Stock on the date of grant, May 7, 2019) for a total grant date fair value of$109,998, as computed in accordance with FASB Accounting Standards Codification Topic 718. The difference between the $110,000 Common Stock grant authorized by the Board and the actual value of Common Stock issued was approximately $2. As the Corporation only issues fractional shares under the Directors Deferred Plan, and not under the Equity Plan, the Corporation paid each independent Director serving on the Board as of May 7, 2019, $2 in cash.There are no unexercised option awards or unvested stock awards outstanding as of the end of 2019 for any of the Directors. |
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| (3) | Includes above-market interest earned on cash compensation deferred under the Directors Deferred Plan. Interest on deferred cash compensation is earned at one percent over the prime rate. Above-market earnings represent the difference between the interest earned under the Directors Deferred Plan and 120% of the applicable federal long-term rate. Above-market interest earned by Mr. Porcellato is for cash compensation deferred prior to January 1, 2007, and interest earned by Mr. Waters is for cash compensation deferred prior to January 1, 2010. |
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| (4) | Includes dividends earned on 2019 Common Stock grants and consulting payments to Mr. Askren in the amount $180,000 pursuant to the terms of a Consulting Agreement dated November 7, 2018. |
PROPOSAL NO. 1 - ELECTION OF DIRECTORS
Proposal Summary
The Board is nominating for election Stan A. Askren, Mary A. Bellhas nominated directors Miguel Calado, Cheryl Francis, John Hartnett and Ronald V. Waters, III,Dhanusha Sivajee to be elected to serve on the Board, each for a term of three3 years (collectively,expiring at the "Nominees"). 2023 annual meeting of the shareholders and until their successors are duly elected and qualified.
Each nominee currently serves on the Board and has been determined to be independent under the NYSE listing standards, categorical independence standards adopted the Board contained in our Corporate Governance Guidelines, and the applicable SEC rules. There are no family relationships between the Corporation's executive officers and directors.
The Nomineesnominees elected as Directorsdirectors at the Annual Meeting will hold office for the indicated term or until their respective successors are elected and qualified, subject to their prior death, resignation or removal.
Ms. Bell and Messrs. Askren and Waters were most recently elected as Directors at the Corporation's 2015 annual meeting of shareholders. Below is biographical information as well as the particular experience, qualifications, attributes and/or skills of each Nominee which led the Board to conclude the Nominee should serve as a Director. In addition, each Nominee must possess the highest personal and professional integrity and ethics and a willingness and ability to devote the required time to the Corporation. The Board has determined each Nominee possesses these qualities.
Stan A. Askren, age 57, has been a Director of the Corporation since 2003. Mr. Askren has also been the Chairman and Chief Executive Officer since 2004 and the President of the Corporation since 2003. He is a director of Armstrong World Industries, Inc., a global leader in the design and manufacture of ceiling systems and a director of Allison Transmission Holdings, Inc., the world’s largest manufacturer of fully automatic transmissions for medium and heavy duty commercial vehicles. Mr. Askren brings to the Board extensive experience and knowledge of the Corporation’s business, operations and culture. Mr. Askren was vice president of marketing and an executive vice president of the Corporation’s hearth products operating segment. He worked in the Corporation’s office furniture operating segment as a group vice president of The HON Company and president of Allsteel Inc. Mr. Askren has served as the vice president of human resources and an executive vice president of the Corporation. Mr. Askren also brings to the Board finance and corporate governance experience through his service on the audit and compensation committees of other public companies.
Mary A. Bell, age 57, has been a Director of the Corporation since 2006. Ms. Bell has been a director of Husco International Inc. since November 2015. Prior to her retirement in July 2015, Ms. Bell was a Vice President of Caterpillar, the world’s leading manufacturer of construction and mining equipment, diesel and natural gas engines, industrial gas turbines and diesel-electric locomotives. From 2004 to 2007, she was the Vice President of Caterpillar’s Logistics Division and served as Chairman and President of Cat Logistics Services, Inc., formerly a wholly owned subsidiary of Caterpillar. Ms. Bell brings to the Board considerable logistics, manufacturing and dealer channel expertise and general management experience derived primarily from her service in various roles at Caterpillar.
Ronald V. Waters, III, age 66, has been a Director of the Corporation since 2002. Mr. Waters has been an independent business consultant since May 2010. Previously, from 2009 to May 2010, he was a Director and the President and Chief Executive Officer of LoJack Corporation, and from 2007 to 2008, he was a Director and the President and Chief Operating Officer of LoJack. He is a director of Fortune Brands Home & Security, Inc., an industry-leading home and security products company, and Paylocity Corporation, a leading software provider of cloud-based payroll and human capital management software. From October 2012 to January 2015, Mr. Waters was a director of Chiquita Brands International, Inc. Mr. Waters brings to the Board chief executive officer experience through his former role as Chief Executive Officer of LoJack and significant finance expertise derived primarily from his service on the audit committee of two other public companies and previous roles as Chief Operating Officer at two public companies, Chief Financial Officer at Wm. Wrigley Jr. Company, Controller at The Gillette Company and partner of a large public accounting firm. He has extensive outside audit experience, and although Mr. Waters does not currently serve on the Corporation’s Audit Committee, he qualifies as an “audit committee financial expert.” Mr. Waters also brings to the Board international, law and information technology expertise derived primarily from his service in various roles at several large public companies.
The Corporation believes all Nomineeseach nominee listed above will be available to serve if elected. However, if any one of them becomes unavailable, the persons named as proxies in the accompanying proxy card have discretionary authority to vote for a substitute chosen by the Board. Any vacancies not filled at the Annual Meeting may be filled by the Board.
Required VoteDirector Independence
ElectionUnder the Corporate Governance Guidelines, at least three-fourths of the Nominees as Directors requiresdirectors must be considered independent under the affirmative vote of the holders of a majority of the Outstanding Shares votedNYSE rules and applicable law. The Board has adopted categorical independence standards to assist it in making independence determinations regarding its directors. These categorical independence standards are contained in our Corporate Governance Guidelines, available at the Meeting. Abstentions and broker non-votes will not be counted for purposes of determining whether this Proposal has received sufficient votes for approval.hnicorp.com/investors/corporate-governance.
Recommendation
The Board has determined all of the Boarddirectors except for the Corporation's CEO are independent under NYSE rules and applicable law because they have no material relationship with the Corporation that would impair their independence.
Director Biographies
The following biographies describe the skills, qualities, attributes and experience of each director serving on the current Board. The Board believes the directors possess the appropriate mix of diversity in terms of gender, age, ethnicity, skills, business experience, service, and viewpoints and considers the directors, including those directors being nominated for reelection to the Board at the Annual Meeting, to be highly qualified for service due to a variety of factors reflected in each director's education, areas of expertise, and experience serving on boards of directors of other organizations during the past five years.
THE BOARD RECOMMENDS A VOTE "FOR" THE ELECTION OF THE NOMINEES AS DIRECTORS. |
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| Miguel M. Calado, age 64, has been a director of the Corporation since August 2004. Mr. Calado has been Chairman and President of the WY Group and as an employee of WY Group (USA) Inc. since April 2017, and he also serves as a director of Nanoform Finland Limited, an international drug particle engineering company. From 2014 to April 2017, Mr. Calado was Vice President, Corporate Development and President of the iMax Diagnostic Imaging Business Unit of Hovione SA, an international fine chemicals company. From 2006 to 2014, he was the Vice President and Chief Financial Officer of Hovione. He has been President of GAMCAL, LLC, an investment company, since 2006. Mr. Calado brings to the Board extensive international, general management, manufacturing and financial expertise derived primarily from his previous service as Chief Financial Officer of an international manufacturing company and prior service in various roles at several large, packaged and consumer goods public companies. These roles and companies include Executive Vice President and President, International for Dean Foods Company and several international finance roles for PepsiCo, Inc., including Senior Vice President, Finance and Chief Financial Officer, PepsiCo Foods International. Mr. Calado currently serves as a member of the Governance Committee. Although Mr. Calado does not serve on the Audit Committee, he qualifies as an "audit committee financial expert." |
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| Cheryl A. Francis,age 66, has been a director of the Corporation since May 1999. Ms. Francis has been an independent business and financial advisor since 2000 and the Co-Chairman of the Corporate Leadership Center, a not-for-profit organization focused on developing tomorrow’s business leaders, since 2008. Previously, from 2002 to 2008, she was the Vice Chairman of the Corporate Leadership Center. Ms. Francis is a director of Aon plc, a leading global professional services firm providing a broad range of risk, retirement and health solutions, and Morningstar, Inc., a leading provider of independent investment research in North America, Europe, Australia and Asia. Ms. Francis brings to the Board significant financial expertise based primarily on her prior role as Chief Financial Officer of R.R. Donnelley & Sons Company and service on the audit and finance committees of other public companies. She also brings to the Board corporate governance experience through her service on the compensation and governance committees of other public companies, and executive leadership development experience based on Corporate Leadership Center work with CEOs, leading academic institutions and corporate executives. She currently serves on the Corporation’s Governance Committee. Although Ms. Francis does not serve on the Audit Committee, she qualifies as an "audit committee financial expert."
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Below is biographical information about each incumbent Director as well as their particular experience, qualifications, attributes and/or skills which led the Board to conclude the Director should serve as a Director. In addition, each Director must possess the highest personal and professional integrity and ethics and a willingness and ability to devote the required time to the Corporation. The Board has determined each Director possesses these qualities. |
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| John R. Hartnett, age 59, has been a director of the Corporation since August 2016. Mr. Hartnett is an Executive Vice President at Illinois Tool Works Inc. (ITW), a Fortune 200 global multi-industrial manufacturing leader with seven industry-leading business segments. Mr. Hartnett has been with ITW for 37 years and currently heads its Welding segment. He has extensive engineering, marketing, manufacturing and management experience from his numerous business roles at ITW including his most recent role as head of ITW's Construction Products segment. Mr. Hartnett currently serves on the Compensation Committee.
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| Dhanusha Sivajee,age 42, has been a director of the Corporation since July 2019. Ms. Sivajee is the Chief Marketing Officer of The Knot Worldwide, the leading digital wedding planning marketplace, operating in over 15 countries across the globe. Its family of lifestyle brands inspire, inform and celebrate life’s biggest milestones. Ms. Sivajee has been with The Knot Worldwide since 2014. Previously, Ms. Sivajee was Chief Marketing Officer at AOL Brand Group; Vice President of Global Marketing at Bloomberg Mobile; and Director, Advanced Product and Digital Marketing at Home Box Office. Ms. Sivajee brings to the Board extensive strategically-driven marketing and transactional marketplace experience from over 20 years working across media and e-commerce industries. Ms. Sivajee currently serves on the Governance Committee.
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| Brian E. Stern, age 72, has been a director of the Corporation since July 1998. Mr. Stern has been a director of Starboard Capital Partners, LLC, since July 2007. He is a director and investor in Blackrock Microsystems LLC (Utah). Previously, from 2004 to June 2007, Mr. Stern was the Senior Vice President, Xerox, Fuji Xerox Operations of Xerox Corporation, a developer, marketer, manufacturer, financier and servicer of document processing products and services. Mr. Stern brings to the Board significant knowledge of the office products and office supplies industry and expertise in product development, sales and marketing. He also has substantial experience in international operations, manufacturing, channels of distribution and general management. During 2019, Mr. Stern served as the Chair of the Governance Committee.
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Mr. Calado, Ms. Francis, Mr. Hartnett, Ms. Sivajee, and Mr. PorcellatoStern comprise a class of Directorsdirectors whose terms will expire at the Annual Meeting. Mr. Calado, Ms. Francis, Mr. Hartnett and Ms. Sivajee have been nominated for reelection to the Board. Mr. Stern will retire.
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| Mary A. Bell, age 59, has been a director of the Corporation since November 2006. Ms. Bell has also served as a director of Husco International Inc. since November 2015 and as a director of PPC Partners since June 2019. Prior to her retirement in July 2015, Ms. Bell was a Vice President of Caterpillar, the world's leading manufacturer of construction and mining equipment, diesel and natural gas engines, industrial gas turbines and diesel-electric locomotives. From 2004 to 2007, she was the Vice President of Caterpillar's Logistics Division and served as Chairman and President of Cat Logistics Services, Inc., formerly a wholly owned subsidiary of Caterpillar. Ms. Bell brings to the Board considerable logistics, manufacturing and dealer channel expertise and general management experience derived primarily from her service in various roles at Caterpillar. She currently serves as Chair of the Compensation Committee.
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| Mary K.W. Jones,age 51, has been a director of the Corporation since February 2016. Ms. Jones serves as Senior Vice President, General Counsel & Worldwide Public Affairs of Deere & Company ("Deere"), a world-leading provider of advanced products and services for agriculture, construction, forestry and turf care. From 2010 through 2012, she served as Deere's Vice President, Global Human Resources. Ms. Jones brings to the Board significant risk management, corporate governance and general legal expertise, derived largely from her role leading the Deere compliance and legal functions. In addition, she brings to the Board significant expertise in the areas of talent strategy, executive succession planning and compensation, derived from her former role as Deere's Vice President, Global Human Resources. Ms. Jones currently serves as a member of the Compensation Committee.
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| Ronald V. Waters, III, age 67, has been a director of the Corporation since November 2002. Mr. Waters has been an independent business consultant since 2010. Previously, from 2009 to 2010, he was a director and the President and Chief Executive Officer of LoJack Corporation, and from 2007 to 2008, he was a director and the President and Chief Operating Officer of LoJack. He is a director of Fortune Brands Home & Security, Inc., an industry-leading home and security products company, and Paylocity Corporation, a leading software provider of cloud-based payroll and human capital management software. From 2012 to January 2015, Mr. Waters was a director of Chiquita Brands International, Inc. Mr. Waters brings to the Board chief executive officer experience through his former role as Chief Executive Officer of LoJack and significant finance expertise derived primarily from his service on the audit committee of two other public companies and previous roles as Chief Operating Officer at two public companies, Chief Financial Officer at Wm. Wrigley Jr. Company, Controller at The Gillette Company and partner of a large public accounting firm. He has extensive outside audit experience. Mr. Waters also brings to the Board international, law and information technology expertise derived primarily from his service in various roles at several large public companies. Mr. Waters currently serves on the Audit Committee, and qualifies as an "audit committee financial expert."
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Ms. Bell, Ms. Jones and Mr. Waters comprise a class of directors whose terms will expire at the Corporation's 20192021 annual meeting of the shareholders.
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| Larry B. Porcellato, age 61,has been a director of the Corporation since August 2004. He was elected Chairman in January 2019, and held that position through February 12, 2020, when he was appointed to serve as Lead Director of the Board. Mr. Porcellato previously served as Lead Director from May 2017 through December 2018. From 2009 to July 2014, Mr. Porcellato was the Chief Executive Officer of The Homax Group, Inc. (Homax), a leading specialty application consumer products supplier to the home care and repair markets. Previously, from February 2007 to December 2008, he was an independent business consultant and, from 2002 to January 2007, he was the Chief Executive Officer of ICI Paints North America (ICI Paints). Mr. Porcellato is a director of OMNOVA Solutions, Inc., an innovator of emulsion polymers, specialty chemicals and decorative and functional surfaces, and a former director of privately held PSAV Holding LLC, an international, full-service technology in-house audiovisual provider. Mr. Porcellato brings to the Board chief executive officer experience in the building products industry through his former leadership of Homax and his former role as Chief Executive Officer of ICI Paints and financial expertise derived primarily from his service on the audit committee of another public company and previous finance and division leadership roles at other public companies. He also brings to the Board international and marketing expertise derived primarily from his service in various international and marketing roles at Rubbermaid Incorporated and Braun Canada Inc. and corporate governance experience through his service on the compensation and governance committees of another public company. During 2019, Mr. Porcellato served as a member of the Audit Committee.
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Mary K.W. Jones, age 49, has been a Director of the Corporation since February 2016. Since January 2013, Ms. Jones has been Senior Vice President and General Counsel of Deere & Company ("Deere"), a world-leading provider of advanced products and services for agriculture, construction, forestry and turf care. From 2010 through 2012, she served as Deere’s Vice President, Global Human Resources. Ms. Jones brings to the Board significant risk management, corporate governance and general legal expertise, derived largely from her role leading the Deere compliance and legal functions. In addition, she brings to the Board significant expertise in the areas of talent strategy, executive succession planning and compensation, derived from her former role as Deere’s Vice President, Global Human Resources. |
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| Abbie J. Smith, age 66,has been a director of the Corporation since July 2000 and served as the Lead Director May 2014 to May 2017. Since 1999, Ms. Smith has been a Chaired Professor at the University of Chicago Booth School of Business, a national leader in higher education, and is currently the Boris and Irene Stern Distinguished Service Professor of Accounting and James S. Ely, III Faculty Fellow. She is a director of DFA Investment Dimensions Group Inc., Dimensional Investment Group Inc., and a trustee of The DFA Investment Trust Company and the Dimensional Emerging Markets Value Fund, and a director of the Ryder System, Inc., a commercial transportation, logistics and supply chain management solutions company. Ms. Smith is also a trustee of The UBS Funds (Chicago), UBS Relationship Trust, and SMA Relationship Trust. Ms. Smith brings to the Board considerable financial and corporate governance expertise based primarily on her extensive research and teaching at the University of Chicago and her service on mutual fund complex and other public company audit, performance, finance and nominating committees. Ms. Smith currently serves as Chair on the Corporation's Audit Committee, and qualifies as an "audit committee financial expert."
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Larry B. Porcellato, age 59, has been a Director of the Corporation since 2004 and has served as the Lead Director since May 2017. From 2009 to July 2014, Mr. Porcellato was the Chief Executive Officer of The Homax Group, Inc., a leading specialty application consumer products supplier to the home care and repair markets. Previously, from February 2007 to December 2008, he was an independent business consultant and, from 2002 to January 2007, he was the Chief Executive Officer of ICI Paints North America. Mr. Porcellato is a director of OMNOVA Solutions, Inc., an innovator of emulsion polymers, specialty chemicals and decorative and functional surfaces, and a director of privately held PSAV Holding LLC, an international, full-service technology in-house audiovisual provider. Mr. Porcellato brings to the Board chief executive officer experience in the building products industry through his former leadership of Homax and his former role as Chief Executive Officer of ICI Paints and financial expertise derived primarily from his past service on the audit committee of another public company and previous finance and division leadership roles at other public companies. He also brings to the Board international and marketing expertise derived primarily from his service in various international and marketing roles at Rubbermaid Incorporated and Braun Canada Inc. and corporate governance experience through his service on the compensation and governance committees of another public company.
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| Jeffrey D. Lorenger, age 54, the Corporation's President and Chief Executive Officer,has been a director since April 2018. On February 12, 2020, Mr. Lorenger was elected to serve as Chairman of the Board. Mr. Lorenger has worked for the Corporation for over 20 years and prior to his current role as President, Chief Executive Officer and Chairman, held multiple executive level positions including as President, Office Furniture, from 2017 to 2018; President, Contract Furniture, from 2014 to 2017; and President, Allsteel from 2008 to 2014. Jeff has also held positions as Vice President, Sales and Marketing, The HON Company ("HON"); and Vice President, General Counsel and Secretary for HNI Corporation.
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Abbie J. Smith, age 64, has been a Director of the Corporation since 2000 and served as the Lead Director from May 2014 to May 2017.Mr. Porcellato, Ms. Smith is the Boris and Irene Stern Distinguished Service Professor of Accounting, and since 1999 has been a Chaired Professor, of The University of Chicago Booth School of Business, a national leader in higher education and research. She is a director of DFA Investment Dimensions Group Inc., Dimensional Investment Group Inc. and Ryder System, Inc., a commercial transportation, logistics and supply chain management solutions company. Ms. Smith is also a trustee of The UBS Funds (Chicago), UBS Relations Trust and UBS SMA Relationship Trust. Ms. Smith brings to the Board considerable financial and corporate governance expertise based primarily on her extensive research and teaching at the University of Chicago and her service on mutual fund complex and other public company audit, performance, finance and nominating committees. Ms. Smith currently serves on the Corporation’s Audit Committee, and qualifies as an “audit committee financial expert.”
Messrs. Calado, Hartnett and Stern and Ms. FrancisMr. Lorenger comprise a class of Directorsdirectors whose terms will expire at the Corporation's 20202022 annual shareholders meeting.meeting of the shareholders.
In addition to the directors above, Stan Askren served as a director and Chairman during the Corporation's 2019 fiscal year until the date of his retirement from both positions effective December 31, 2018.
Committee Membership
The following table identifies the current committee members. As discussed above, the Board has determined that each member of the Audit Committee, the Compensation Committee and the Governance Committee is an independent director in accordance with the NYSE rules and applicable SEC rules.
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| Director | Audit Committee | Human Resources and Compensation Committee | Public Policy and Corporate Governance Committee |
| Mary Bell | | ● | |
| Miguel Calado | | | ● |
| Cheryl Francis | | | ● |
| John Hartnett | | ● | |
| Mary Jones | | ● | |
| Jeff Lorenger | | | |
| Larry Porcellato | ● | | |
| Dhanusha Sivajee | | | ● |
| Abbie Smith | ●
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| Brian Stern | | | ● |
| Ronald Waters | ● | | |
Miguel M. Calado |
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● Committee Chair
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● Committee member
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DIRECTOR COMPENSATION
The Governance Committee is responsible for annually reviewing the compensation paid to directors that are not members (i.e., age 62, has been a Directoremployees) of the Corporation since 2004. Mr. Calado has been Chairman("non-employee directors") for service on the Board and President of the WY Group and an employee of WY Group (USA) Inc. since April 2017. From 2014 to April 2017, Mr. Calado was Vice President, Corporate Development and President of the iMax Diagnostic Imaging Business Unit of Hovione SA, an international fine chemicals company. From 2006 to 2014, he was the Vice President and Chief Financial Officer of Hovione. He has been President of GAMCAL, LLC, an investment company since 2006. Mr. Calado bringsfor recommending changes in compensation to the Board, extensive international, generalif appropriate. The Corporation's CEO does not receive any compensation for his services as a director. The Board is responsible for approving director compensation based on recommendations by the Governance Committee. Neither the Governance Committee nor the Board delegates its authority with respect to setting director compensation to any other person or group. However, the Corporation's management manufacturingmay, at the request of the Governance Committee, assist the Governance Committee in its review of director compensation, which may include recommending changes to compensation. Although it has not done so recently, the Governance Committee has authority to retain a consultant to assist in the evaluation of the compensation and financial expertise derived primarily from his previous service as Chief Financial Officerbenefits for directors and to approve the consultant's fees and other retention terms.
Each non-employee director receives an annual retainer of $180,000, of which $70,000 is paid in cash in equal installments of $17,500 after each quarterly Board meeting and $110,000 is paid in the form of common stock issued under the 2017 Equity Plan for Non-Employee Directors ("Equity Plan") following the May Board meeting. In 2019, each non-employee director received:
a cash installment payment of $16,750 after the February Board meeting and $17,500 after each of the May, August and November Board meetings; and
a $110,000 Common Stock grant after the May Board meeting.
In 2019, the Chairman received an international manufacturing companyadditional annual retainer of $125,000, of which $75,000 is paid in stock and prior service$50,000 is paid in various roles at several large, packagedcash. The Chairman's stock portion of the retainer is paid annually after the May meeting, and consumer goods public companies. These rolesthe cash portion of the retainer is paid in equal installments after each quarterly Board meeting.
The Chair of the Audit Committee receives an additional annual retainer of $15,000. The Chairs of the Compensation Committee and companies include Executive Vice PresidentGovernance Committee each receive an additional annual retainer of $10,000. Cash retainers for the Chairs are paid in equal installments after each quarterly Board meeting. Directors are also reimbursed for travel and President, Internationalrelated expenses incurred to attend meetings.
The Corporation's policy with regard to common stock ownership by non-employee directors is for Dean Foods Company and several international finance roles for PepsiCo, Inc.each director to own common stock with a market value of five times or more the cash portion of the annual retainer. To promote common stock ownership, non-employee directors are required to receive one-half of the cash portion of their annual retainer in the form of shares of common stock to be issued under the Equity Plan or, to the extent the director participates in the Corporation's Directors Deferred Compensation Plan ("Directors Deferred Plan"), including Senior Vice President, Finance and Chief Financial Officer, PepsiCo Foods International. Although Mr. Caladoin the form of nonvoting share units to be credited to the director's account under the Directors Deferred Plan. This requirement does not, however, apply to any director owning common stock with a market value of five times or more the cash portion of the annual retainer.
Under the Equity Plan, non-employee directors may elect to receive all or a portion of their cash retainers in the form of shares of common stock. Under the Directors Deferred Plan, each director has the opportunity to defer up to 100% of their retainers. Amounts can be deferred to a cash account earning interest at a rate set each year at 1% above the prime interest rate or to the Corporation's notional stock account in the form of nonvoting share units that fluctuate in value based on the price increase or decrease of common stock and earn dividends distributed to all shareholders. The dividends are automatically reinvested for each participant to acquire additional nonvoting shares units. For any cash compensation deferred to the Corporation's notional stock account, the number of nonvoting share units is determined by dividing the amount of the compensation by the fair market value of a share of common stock on the date the compensation would have otherwise been paid. Each director participating in the Directors Deferred Plan elects, on an annual basis, the date or dates of distribution (i.e., a director can elect a lump-sum distribution or distribution via annual installments not to exceed 15) of any amounts they defer. In addition, each non-employee director is eligible to receive awards of stock options to purchase common stock, restricted stock or common stock grants, or any combination thereof, under the Equity Plan in amounts authorized by the Board.
In May 2019, Larry Porcellato was granted 5,750 shares of common stock, Dhanusha Sivajee was granted 2,863 shares of common stock, and each of the other non-employee directors were granted 3,012 shares of common stock under the Equity Plan. The Corporation does not have a non-equity incentive plan for non-employee directors. As of the record date, the Corporation has never issued stock options or restricted stock to the non-employee directors and all shares of common stock issued to directors in lieu of cash retainer amounts were fully vested upon issuance.
Director Compensation for 2019
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| Name | Fees Earned or Paid in Cash ($) (1) | Stock Awards ($) (2) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (3) | All Other Compensation ($) (4) | Total ($) |
| Stan Askren | — | — | — | 180,000 | 180,000 |
| Mary Bell | 76,750 | 110,000 | — | 2,756 | 189,506 |
| Miguel Calado | 69,250 | 110,000 | — | 2,756 | 182,006 |
| Cheryl Francis | 73,000 | 110,000 | — | 2,756 | 185,756 |
| John Hartnett | 69,250 | 110,000 | — | 2,756 | 182,006 |
| Mary Jones | 69,250 | 110,000 | — | 2,756 | 182,006 |
| Larry Porcellato | 123,417 | 210,000 | 939 | 5,261 | 339,617 |
| Dhanusha Sivajee | 40,833 | 91,667 | — | 1,746 | 134,246 |
| Abbie Smith | 80,500 | 110,000 | — | 2,756 | 193,256 |
| Brian Stern | 79,250 | 110,000 | — | 2,756 | 192,006 |
| Ronald Waters | 71,750 | 110,000 | 7,920 | 2,756 | 192,426 |
Notes
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| (1) | For 2019, the independent Directors listed in the table above each earned the following fees paid in cash: Ms. Bell - $69,250 annual retainer plus $7,500 prorated retainer for service as Chair of the Governance Committee; Mr. Calado - $69,250 annual retainer; Ms. Francis - $69,250 annual retainer plus $3,750 prorated retainer for service as Chair of the Audit Committee; Mr. Hartnett - $69,250 annual retainer; Ms. Jones - $69,250 annual retainer; Mr. Porcellato - $69,250 annual retainer plus $54,167 prorated retainer for service as Chair of the Board; Ms. Sivajee - $40,833 prorated annual retainer; Ms. Smith - $69,250 annual retainer plus $11,250 prorated retainer for service as Chair of the Audit Committee; Mr. Stern - $69,250 annual retainer plus $10,000 retainer for service as Chair of the Governance Committee; and Mr. Waters - $69,250 annual retainer plus $2,500 prorated retainer for service as Chair of the Compensation Committee. Ms. Bell and Mr. Hartnett received 100% of cash retainer in the form of Common Stock under the Equity Plan, which equated to the following: Ms. Bell - 2,093 shares and Mr. Hartnett - 1,884 shares; and Ms. Sivajee received 50% of cash retainer in the form of Common Stock under the Equity Plan, which equated to 583 shares. |
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| (2) | Represents (a) the portion of the annual retainer paid in the form of shares – a $110,000 Common Stock grant authorized by the Board on May 7, 2019 under the Equity Plan; (b) an additional prorated retainer paid to Mr. Porcellato for services as Chairman paid in the form of shares - a $100,000 Common Stock grant authorized by the Board on May 7, 2019; and (c) the prorated portion of the annual retainer of $91,667 paid in the form of shares granted to Ms. Sivajee and authorized by the Board on August 6, 2019. In aggregate, Mr. Porcellato was issued 5,750 shares of Common Stock at a price of $36.52 (the closing price of a share of Common Stock on the date of grant, May 7, 2019) for a total grant date fair value of $209,990, as computed in accordance with FASB Accounting Standards Codification Topic 718. The difference between the $210,000 Common Stock grant authorized by the Board and the actual value of Common Stock issued was approximately $10, which was paid in cash to Mr. Porcellato. Ms. Sivajee was issued 2,863 shares of Common Stock at a price of $32.01 (the closing price of a share of Common Stock on the date of grant, August 6, 2019) for a total grant date fair value of $91,645, as computed in accordance with FASB Accounting Standards Codification Topic 718. The difference between the $91,667 Common Stock grant authorized by the Board and the actual value of Common Stock issued was approximately $22, which was paid in cash to Ms. Sivajee. Each remaining independent director serving on the Board as of May 7, 2019 was issued 3,012 shares of Common Stock at a price of $36.52 (the closing price of a share of Common Stock on the date of grant, May 7, 2019) for a total grant date fair value of$109,998, as computed in accordance with FASB Accounting Standards Codification Topic 718. The difference between the $110,000 Common Stock grant authorized by the Board and the actual value of Common Stock issued was approximately $2. As the Corporation only issues fractional shares under the Directors Deferred Plan, and not under the Equity Plan, the Corporation paid each independent Director serving on the Board as of May 7, 2019, $2 in cash.There are no unexercised option awards or unvested stock awards outstanding as of the end of 2019 for any of the Directors. |
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| (3) | Includes above-market interest earned on cash compensation deferred under the Directors Deferred Plan. Interest on deferred cash compensation is earned at one percent over the prime rate. Above-market earnings represent the difference between the interest earned under the Directors Deferred Plan and 120% of the applicable federal long-term rate. Above-market interest earned by Mr. Porcellato is for cash compensation deferred prior to January 1, 2007, and interest earned by Mr. Waters is for cash compensation deferred prior to January 1, 2010. |
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| (4) | Includes dividends earned on 2019 Common Stock grants and consulting payments to Mr. Askren in the amount $180,000 pursuant to the terms of a Consulting Agreement dated November 7, 2018. |
PROPOSAL NO. 1 - ELECTION OF DIRECTORS
Proposal Summary
The Board has nominated directors Miguel Calado, Cheryl Francis, John Hartnett and Dhanusha Sivajee to be elected to serve on the Corporation’s Audit Committee, he qualifies as an “audit committee financial expert.”Board, each for a term of 3 years expiring at the 2023 annual meeting of the shareholders and until their successors are duly elected and qualified.
Cheryl A. Francis, age 64,Each nominee currently serves on the Board and has been a Director ofdetermined to be independent under the Corporation since 1999. Ms. Francis has been an independent business and financial advisor since 2000NYSE listing standards, categorical independence standards adopted the Board contained in our Corporate Governance Guidelines, and the Co-Chairman ofapplicable SEC rules. There are no family relationships between the Corporate Leadership Center, a not-for-profit organization focused on developing tomorrow’s business leaders, since 2008. Previously, from 2002 to 2008, she was the Vice Chairman of the Corporate Leadership Center. Ms. Francis is a director of Aon plc, a leading global professional services firm providing a broad range of risk, retirementCorporation's executive officers and health solutions, and Morningstar, Inc., a leading provider of independent investment research in North America, Europe, Australia and Asia. Ms. Francis brings to the Board significant financial expertise based primarily on her prior role as Chief Financial Officer of R.R. Donnelley & Sons Company and service on the audit and finance committees of other public companies. She also brings to the Board corporate governance experience through her service on the compensation and governance committees of other public companies, and executive leadership development experience based on Corporate Leadership Center work with CEOs, leading academic institutions and corporate executives. She currently serves as the Chairperson on the Corporation’s Audit Committee and qualifies as an “audit committee financial expert.”directors.
John R. Hartnett, age 57, has been a Director ofThe nominees elected as directors at the Corporation since August 2016. Mr. Hartnett is an Executive Vice President at Illinois Tool Works Inc. ("ITW"), a Fortune 200 global multi-industrial manufacturing leader with seven industry-leading business segments. Mr. Hartnett has been with ITWAnnual Meeting will hold office for 36 yearsthe indicated term or until their respective successors are elected and currently heads its Welding segment. Mr. Hartnett bringsqualified, subject to the Board extensive engineering, marketing, manufacturing, distribution and management experience from his numerous business roles at ITW including his most recent role as head of ITW’s Construction Products segment.their prior death, resignation or removal.
Brian E. Stern, age 70, has beenThe Corporation believes each nominee listed above will be available to serve if elected. However, if any one of them becomes unavailable, the persons named as proxies have discretionary authority to vote for a Director ofsubstitute chosen by the Corporation since 1998. Mr. Stern has been a director of Starboard Capital Partners, LLC, since July 2007. He is a director and investor in Blackrock Microsystems LLC (Utah). Previously, from 2004 to June 2007, Mr. Stern wasBoard. Any vacancies not filled at the Senior Vice President, Xerox, Fuji Xerox Operations of Xerox Corporation, a developer, marketer, manufacturer, financier and servicer of document processing products and services. Mr. Stern brings toAnnual Meeting may be filled by the Board significant knowledge of the office products and office supplies industry and expertise in product development, sales and marketing. He also has substantial experience in international operations, manufacturing, channels of distribution and general management.Board.
CORPORATE GOVERNANCE AND BOARD MATTERS
Director IndependenceShareholder Communications with the Board
Shareholders and other interested parties who wish to communicate with the Board, or any director, should send an email to "BoardOfDirectors@hnicorp.com" or mail a letter to the Board of Directors, c/o Corporate Secretary, HNI Corporation, 600 East Second Street, Muscatine, Iowa 52761 with a request to forward the communication to the intended recipient. Any communications received will be opened by the office of the Corporate Secretary for the sole purpose of determining whether the contents are a message to the Board or any director. In additiongeneral, any communications not in the nature of advertising or promotions of a product or service will be promptly forwarded to complying with NYSE listing standardsthe appropriate party.
DIRECTORS
There are currently eleven directors on the Board. The Board is divided into three classes. Generally, one class is elected each year for a term of three years. At the Annual Meeting, one existing director of the Board is retiring from the Board and applicable SEC rules pertaining tofour existing directors of the Board are standing for reelection.
The Board and the Governance Committee have adopted guidelines for identifying and evaluating director independence,candidates. Under those guidelines, the Governance Committee considers the mix of director characteristics, experiences, diversity (including factors such as age, gender, education, ethnicity, career experience and personality) attributes, perspectives and skills appropriate for the Corporation. The Governance Committee reviews these factors and others considered useful by the Governance Committee in the context of an assessment of the perceived needs of the Board and the Corporation adoptedfrom time to time. The Governance Committee may use a variety of means to identify potential nominees, including recommendations from the Categorical Standards, which are attached as Exhibit AChairman, directors or others associated with the Corporation. The Governance Committee may retain third-party search firms to the Governance Guidelines and availableidentify potential nominees based on the Corporation's website at www.hnicorp.com, under "Investors - Corporateestablished criteria for director candidates discussed above. The Governance - Governance Guidelines."
Under the Governance Guidelines, at least three-fourths of the Directors must meet the NYSE listing standards pertaining to director independenceCommittee screens potential candidates and the Categorical Standards. The Board has determined each Director, including each nominee for Director, other than Mr. Askren, has no material relationship with the Corporation (either directly or as a partner, shareholder or officer of an organization having a relationship with the Corporation) and is independent under the NYSE listing standards and the Categorical Standards, including any heightened independence standards applicable to a Director's service on the Corporation's Audit Committee, Human Resources and Compensation Committee or Governance Committee.
Mr. Askren, the Corporation's Chairman, President and Chief Executive Officer, does not meet these independence standards because he is employed by the Corporation.
Processes and Procedures for the Consideration and Determination of Executive Compensation by Compensation Committee
The Compensation Committee is responsible for developing and implementing the Corporation's compensation policies and programs for the Chairman and CEO and other senior executives as further discussed throughout the Compensation Discussion and Analysis (the "CD&A") which begins on page 16 of this Proxy Statement.
Board Leadership Structure
The Corporation's current board leadership structure consists of a combined Chairman and CEO position and nine independent Directors, one of whom has been designated Lead Director.
While certain of the conventional functions for the Chairman have been shared by all Directors, the Chairman position has traditionally been held by the Corporation's CEO. The Board believes the combined role of Chairman and CEO promotes unified leadership and direction for the Corporation, which allows for a single, clear focus for management to execute the Corporation's strategy and business plans. The Board believes this leadership structure has contributedrecommends suitable candidates to the long-term growth and financial success of the Corporation.Board for nomination.
The Corporation has strong governance structuresdoes not have minimum qualifications for director candidates; however, candidates should possess the highest personal and processes in placeprofessional integrity and ethics and be willing and able to ensuredevote the independencerequired time to the Corporation. The Board believes it should be comprised of directors with varied and complementary backgrounds, which together build the Board, eliminate conflictsoverall strength of interest and prevent dominance of the Board by management. All Directors, with the exception of the Chairman, are independent as defined under NYSE listing standards, applicable SEC rules and the Categorical Standards, and all committees of the Board are comprised entirely of independent Directors. In addition, the Board, and the Governance Committee have assembled a Board comprised of strong and sophisticated Directors who are currently or have recently been leaders of major companies or institutions, are independent thinkers and have a wide range of expertise and skills.
In February 2005, the Board adopted Lead Director Guidelines. The Lead Director's duties and responsibilities include:
presiding at all meetings of the independent Directors;
communicatingis committed to the Chairman and CEO the substance of the discussions and consensus reached at the meetings of independent Directors;
encouraging the independent Directors and the Chairman and CEOactively seeking out diversified candidates to communicate with each other at any time and to act as principal liaison between the independent Directors and the Chairman and CEO on sensitive matters;
providing input to the Chairman and CEO on preparation of agendas for Board and committee meetings;
presiding at Board meetings when the Chairman and CEO is not in attendance;
acting as spokesperson for the Corporationinclude in the event the Chairman and CEO is unable to act due to conflict of interest or incapacity; and
receiving and responding to communicationspool from interested parties to the independent Directors.
Larry Porcellato has been the Lead Director since May 2017.which director candidates are chosen.
The Board regularly meets in executive session without the presence of management and the independent Directors meet at least quarterly without the presence of management or the CEO. The Lead Director presides at these meetings and provides the Board's guidance and feedback to the Chairman and CEO andGovernance Committee evaluates candidates recommended by the Corporation's management team. Further,shareholders using the Board has regularsame criteria for candidates described above and complete accessconsidering additional information required by the By-laws. Shareholders wishing to recommend a candidate for nomination as a director for inclusion in the Corporation's management team. At each Board and committeeproxy statement for the 2021 annual meeting Directors receive valuable information and insight from management on matters impactingof shareholders must satisfy the Corporation.requirements set forth by the By-laws.
Given the strong leadershipSummary of the ChairmanIndividual Director Primary Skills, Core Competencies and CEO, the counterbalancing role of the Lead Director and a Board comprised of strong and independent Directors, the Board believes it is in the best long-term interests of the Corporation and its shareholders to maintain a combined role of Chairman and CEO.
Board's Role in Risk OversightAttributes
The Board administers its risk oversight role primarily through its committee structurefollowing section summarizes the primary skills, core competencies and the committees' regular reports to the Board atattributes for each quarterly Board meeting. The Audit Committee meets frequently during the year (nine times in 2017) and discusses with management, the Corporation's Vice President, Internal Audit, and the Corporation's independent registered public accountant:director.
current business trends affecting the Corporation;
major risks facing the Corporation;
steps management has taken to monitor and control the risks; and
adequacy of internal controls that could significantly affect the Corporation's financial statements.
At least annually, the Board discusses with management the appropriate level of risk relative to corporate strategy and business objectives and reviews with management the Corporation's existing risk management processes, including information security and data protection procedures, and their effectiveness. The Audit Committee also reviews the Corporation's enterprise risk management process for identification of, and response to, major risks. The Audit Committee provides the Board with a report concerning its risk oversight activities at each quarterly Board meeting. Each key risk identified for the Corporation is referred to the Board or assigned a committee of the Board for oversight and each committee regularly reports to the Board regarding these risks.
Compensation Risk Assessment
A senior management team, under the oversight of the Compensation Committee, annually conducts a risk assessment of the Corporation's compensation policies and practices to ensure they do not encourage excessive risk taking by members which could result in a material adverse effect on the Corporation.
Based on this most recent compensation risk assessment, both management and the Compensation Committee believe the risks arising from the Corporation's compensation policies and practices, as managed, are not reasonably likely to have a material adverse effect on the Corporation.
Board Meetings
The Board held four regular meetings and no special meetings during 2017. No member of the Board attended fewer than 75% of the meetings of the Board or any committee on which he or she served.
In accordance with the NYSE listing standards regarding corporate governance and the Governance Guidelines, the Corporation's non-management Directors meet in executive sessions without management present at each regular Board meeting. Mr. Porcellato, Lead Director, presides at these executive sessions. The Corporation's non-management Directors met in executive sessions at all four regular Board meetings during 2017.
Director Attendance at Annual Meetings of Shareholders
All Directors are encouraged to attend annual meetings of shareholders when possible. Last year all Directors attended the 2017 annual meeting of shareholders.
Shareholder Communications with the Board
Shareholders and other interested parties maywho wish to communicate with the Lead Director, the Chairperson of the Governance Committee, the Senior Vice President, General Counsel and Secretary,Board, or with the Corporation's non-management Directors as a group, by sendingany director, should send an email to "BoardOfDirectors@hnicorp.com" or by writingmail a letter to Lead Director, Chairpersonthe Board of the Governance Committee, Senior Vice President, General Counsel andDirectors, c/o Corporate Secretary, or Non-Management Directors at HNI Corporation, 600 East Second Street, Muscatine, Iowa 52761 Attention: Corporate Secretary. Allwith a request to forward the communication to the intended recipient. Any communications received will be opened by the office of the Corporate Secretary for the sole purpose of determining whether the contents are a message to the Directors. AnyBoard or any director. In general, any communications not in the nature of advertising or promotions of a product or service will be promptly forwarded to the appropriate party.
DIRECTORS
There are currently eleven directors on the Board. The Board Committeesis divided into three classes. Generally, one class is elected each year for a term of three years. At the Annual Meeting, one existing director of the Board is retiring from the Board and four existing directors of the Board are standing for reelection.
The Board and the Governance Committee have adopted guidelines for identifying and evaluating director candidates. Under those guidelines, the Governance Committee considers the mix of director characteristics, experiences, diversity (including factors such as age, gender, education, ethnicity, career experience and personality) attributes, perspectives and skills appropriate for the Corporation. The Governance Committee reviews these factors and others considered useful by the Governance Committee in the context of an assessment of the perceived needs of the Board and the Corporation from time to time. The Governance Committee may use a variety of means to identify potential nominees, including recommendations from the Chairman, directors or others associated with the Corporation. The Governance Committee may retain third-party search firms to identify potential nominees based on the Corporation's established criteria for director candidates discussed above. The Governance Committee screens potential candidates and recommends suitable candidates to the Board for nomination.
The Corporation does not have minimum qualifications for director candidates; however, candidates should possess the highest personal and professional integrity and ethics and be willing and able to devote the required time to the Corporation. The Board believes it should be comprised of directors with varied and complementary backgrounds, which together build the overall strength of the Board, and the Governance Committee is committed to actively seeking out diversified candidates to include in the pool from which director candidates are chosen.
The Governance Committee evaluates candidates recommended by the Corporation's shareholders using the same criteria for candidates described above and considering additional information required by the By-laws. Shareholders wishing to recommend a candidate for nomination as a director for inclusion in the Corporation's proxy statement for the 2021 annual meeting of shareholders must satisfy the requirements set forth by the By-laws.
Summary of Individual Director Primary Skills, Core Competencies and Attributes
The following section summarizes the primary skills, core competencies and attributes for each director.
Director Independence
Under the Corporate Governance Guidelines, at least three-fourths of the directors must be considered independent under the NYSE rules and applicable law. The Board has adopted categorical independence standards to assist it in making independence determinations regarding its directors. These categorical independence standards are contained in our Corporate Governance Guidelines, available at hnicorp.com/investors/corporate-governance.
The Board has three standingdetermined all of the directors except for the Corporation's CEO are independent under NYSE rules and applicable law because they have no material relationship with the Corporation that would impair their independence.
Director Biographies
The following biographies describe the skills, qualities, attributes and experience of each director serving on the current Board. The Board believes the directors possess the appropriate mix of diversity in terms of gender, age, ethnicity, skills, business experience, service, and viewpoints and considers the directors, including those directors being nominated for reelection to the Board at the Annual Meeting, to be highly qualified for service due to a variety of factors reflected in each director's education, areas of expertise, and experience serving on boards of directors of other organizations during the past five years.
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| Miguel M. Calado, age 64, has been a director of the Corporation since August 2004. Mr. Calado has been Chairman and President of the WY Group and as an employee of WY Group (USA) Inc. since April 2017, and he also serves as a director of Nanoform Finland Limited, an international drug particle engineering company. From 2014 to April 2017, Mr. Calado was Vice President, Corporate Development and President of the iMax Diagnostic Imaging Business Unit of Hovione SA, an international fine chemicals company. From 2006 to 2014, he was the Vice President and Chief Financial Officer of Hovione. He has been President of GAMCAL, LLC, an investment company, since 2006. Mr. Calado brings to the Board extensive international, general management, manufacturing and financial expertise derived primarily from his previous service as Chief Financial Officer of an international manufacturing company and prior service in various roles at several large, packaged and consumer goods public companies. These roles and companies include Executive Vice President and President, International for Dean Foods Company and several international finance roles for PepsiCo, Inc., including Senior Vice President, Finance and Chief Financial Officer, PepsiCo Foods International. Mr. Calado currently serves as a member of the Governance Committee. Although Mr. Calado does not serve on the Audit Committee, he qualifies as an "audit committee financial expert." |
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| Cheryl A. Francis,age 66, has been a director of the Corporation since May 1999. Ms. Francis has been an independent business and financial advisor since 2000 and the Co-Chairman of the Corporate Leadership Center, a not-for-profit organization focused on developing tomorrow’s business leaders, since 2008. Previously, from 2002 to 2008, she was the Vice Chairman of the Corporate Leadership Center. Ms. Francis is a director of Aon plc, a leading global professional services firm providing a broad range of risk, retirement and health solutions, and Morningstar, Inc., a leading provider of independent investment research in North America, Europe, Australia and Asia. Ms. Francis brings to the Board significant financial expertise based primarily on her prior role as Chief Financial Officer of R.R. Donnelley & Sons Company and service on the audit and finance committees of other public companies. She also brings to the Board corporate governance experience through her service on the compensation and governance committees of other public companies, and executive leadership development experience based on Corporate Leadership Center work with CEOs, leading academic institutions and corporate executives. She currently serves on the Corporation’s Governance Committee. Although Ms. Francis does not serve on the Audit Committee, she qualifies as an "audit committee financial expert."
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| John R. Hartnett, age 59, has been a director of the Corporation since August 2016. Mr. Hartnett is an Executive Vice President at Illinois Tool Works Inc. (ITW), a Fortune 200 global multi-industrial manufacturing leader with seven industry-leading business segments. Mr. Hartnett has been with ITW for 37 years and currently heads its Welding segment. He has extensive engineering, marketing, manufacturing and management experience from his numerous business roles at ITW including his most recent role as head of ITW's Construction Products segment. Mr. Hartnett currently serves on the Compensation Committee.
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| Dhanusha Sivajee,age 42, has been a director of the Corporation since July 2019. Ms. Sivajee is the Chief Marketing Officer of The Knot Worldwide, the leading digital wedding planning marketplace, operating in over 15 countries across the globe. Its family of lifestyle brands inspire, inform and celebrate life’s biggest milestones. Ms. Sivajee has been with The Knot Worldwide since 2014. Previously, Ms. Sivajee was Chief Marketing Officer at AOL Brand Group; Vice President of Global Marketing at Bloomberg Mobile; and Director, Advanced Product and Digital Marketing at Home Box Office. Ms. Sivajee brings to the Board extensive strategically-driven marketing and transactional marketplace experience from over 20 years working across media and e-commerce industries. Ms. Sivajee currently serves on the Governance Committee.
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| Brian E. Stern, age 72, has been a director of the Corporation since July 1998. Mr. Stern has been a director of Starboard Capital Partners, LLC, since July 2007. He is a director and investor in Blackrock Microsystems LLC (Utah). Previously, from 2004 to June 2007, Mr. Stern was the Senior Vice President, Xerox, Fuji Xerox Operations of Xerox Corporation, a developer, marketer, manufacturer, financier and servicer of document processing products and services. Mr. Stern brings to the Board significant knowledge of the office products and office supplies industry and expertise in product development, sales and marketing. He also has substantial experience in international operations, manufacturing, channels of distribution and general management. During 2019, Mr. Stern served as the Chair of the Governance Committee.
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Mr. Calado, Ms. Francis, Mr. Hartnett, Ms. Sivajee, and Mr. Stern comprise a class of directors whose terms will expire at the Annual Meeting. Mr. Calado, Ms. Francis, Mr. Hartnett and Ms. Sivajee have been nominated for reelection to the Board. Mr. Stern will retire.
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| Mary A. Bell, age 59, has been a director of the Corporation since November 2006. Ms. Bell has also served as a director of Husco International Inc. since November 2015 and as a director of PPC Partners since June 2019. Prior to her retirement in July 2015, Ms. Bell was a Vice President of Caterpillar, the world's leading manufacturer of construction and mining equipment, diesel and natural gas engines, industrial gas turbines and diesel-electric locomotives. From 2004 to 2007, she was the Vice President of Caterpillar's Logistics Division and served as Chairman and President of Cat Logistics Services, Inc., formerly a wholly owned subsidiary of Caterpillar. Ms. Bell brings to the Board considerable logistics, manufacturing and dealer channel expertise and general management experience derived primarily from her service in various roles at Caterpillar. She currently serves as Chair of the Compensation Committee.
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| Mary K.W. Jones,age 51, has been a director of the Corporation since February 2016. Ms. Jones serves as Senior Vice President, General Counsel & Worldwide Public Affairs of Deere & Company ("Deere"), a world-leading provider of advanced products and services for agriculture, construction, forestry and turf care. From 2010 through 2012, she served as Deere's Vice President, Global Human Resources. Ms. Jones brings to the Board significant risk management, corporate governance and general legal expertise, derived largely from her role leading the Deere compliance and legal functions. In addition, she brings to the Board significant expertise in the areas of talent strategy, executive succession planning and compensation, derived from her former role as Deere's Vice President, Global Human Resources. Ms. Jones currently serves as a member of the Compensation Committee.
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| Ronald V. Waters, III, age 67, has been a director of the Corporation since November 2002. Mr. Waters has been an independent business consultant since 2010. Previously, from 2009 to 2010, he was a director and the President and Chief Executive Officer of LoJack Corporation, and from 2007 to 2008, he was a director and the President and Chief Operating Officer of LoJack. He is a director of Fortune Brands Home & Security, Inc., an industry-leading home and security products company, and Paylocity Corporation, a leading software provider of cloud-based payroll and human capital management software. From 2012 to January 2015, Mr. Waters was a director of Chiquita Brands International, Inc. Mr. Waters brings to the Board chief executive officer experience through his former role as Chief Executive Officer of LoJack and significant finance expertise derived primarily from his service on the audit committee of two other public companies and previous roles as Chief Operating Officer at two public companies, Chief Financial Officer at Wm. Wrigley Jr. Company, Controller at The Gillette Company and partner of a large public accounting firm. He has extensive outside audit experience. Mr. Waters also brings to the Board international, law and information technology expertise derived primarily from his service in various roles at several large public companies. Mr. Waters currently serves on the Audit Committee, and qualifies as an "audit committee financial expert."
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Ms. Bell, Ms. Jones and Mr. Waters comprise a class of directors whose terms will expire at the Corporation's 2021 annual meeting of the shareholders.
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| Larry B. Porcellato, age 61,has been a director of the Corporation since August 2004. He was elected Chairman in January 2019, and held that position through February 12, 2020, when he was appointed to serve as Lead Director of the Board. Mr. Porcellato previously served as Lead Director from May 2017 through December 2018. From 2009 to July 2014, Mr. Porcellato was the Chief Executive Officer of The Homax Group, Inc. (Homax), a leading specialty application consumer products supplier to the home care and repair markets. Previously, from February 2007 to December 2008, he was an independent business consultant and, from 2002 to January 2007, he was the Chief Executive Officer of ICI Paints North America (ICI Paints). Mr. Porcellato is a director of OMNOVA Solutions, Inc., an innovator of emulsion polymers, specialty chemicals and decorative and functional surfaces, and a former director of privately held PSAV Holding LLC, an international, full-service technology in-house audiovisual provider. Mr. Porcellato brings to the Board chief executive officer experience in the building products industry through his former leadership of Homax and his former role as Chief Executive Officer of ICI Paints and financial expertise derived primarily from his service on the audit committee of another public company and previous finance and division leadership roles at other public companies. He also brings to the Board international and marketing expertise derived primarily from his service in various international and marketing roles at Rubbermaid Incorporated and Braun Canada Inc. and corporate governance experience through his service on the compensation and governance committees of another public company. During 2019, Mr. Porcellato served as a member of the Audit Committee.
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| Abbie J. Smith, age 66,has been a director of the Corporation since July 2000 and served as the Lead Director May 2014 to May 2017. Since 1999, Ms. Smith has been a Chaired Professor at the University of Chicago Booth School of Business, a national leader in higher education, and is currently the Boris and Irene Stern Distinguished Service Professor of Accounting and James S. Ely, III Faculty Fellow. She is a director of DFA Investment Dimensions Group Inc., Dimensional Investment Group Inc., and a trustee of The DFA Investment Trust Company and the Dimensional Emerging Markets Value Fund, and a director of the Ryder System, Inc., a commercial transportation, logistics and supply chain management solutions company. Ms. Smith is also a trustee of The UBS Funds (Chicago), UBS Relationship Trust, and SMA Relationship Trust. Ms. Smith brings to the Board considerable financial and corporate governance expertise based primarily on her extensive research and teaching at the University of Chicago and her service on mutual fund complex and other public company audit, performance, finance and nominating committees. Ms. Smith currently serves as Chair on the Corporation's Audit Committee, and qualifies as an "audit committee financial expert."
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| Jeffrey D. Lorenger, age 54, the Corporation's President and Chief Executive Officer,has been a director since April 2018. On February 12, 2020, Mr. Lorenger was elected to serve as Chairman of the Board. Mr. Lorenger has worked for the Corporation for over 20 years and prior to his current role as President, Chief Executive Officer and Chairman, held multiple executive level positions including as President, Office Furniture, from 2017 to 2018; President, Contract Furniture, from 2014 to 2017; and President, Allsteel from 2008 to 2014. Jeff has also held positions as Vice President, Sales and Marketing, The HON Company ("HON"); and Vice President, General Counsel and Secretary for HNI Corporation.
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Mr. Porcellato, Ms. Smith and Mr. Lorenger comprise a class of directors whose terms will expire at the Corporation's 2022 annual meeting of the shareholders.
In addition to the directors above, Stan Askren served as a director and Chairman during the Corporation's 2019 fiscal year until the date of his retirement from both positions effective December 31, 2018.
Committee Membership
The following table identifies the current committee members. As discussed above, the Board has determined that each member of the Audit Committee, the Compensation Committee and the Governance Committee. The Governance Committee fulfills the role of a nominating committee. Each committee operates under a written charter, which has been approved by the Board. The Board reviews each committee charter at least annually. Current copies of the committees' charters can be found on the Corporation's website at www.hnicorp.com, under "Investors - Corporate Governance - Committee Charters." Shareholders may request a copy of the charters by writing to the Corporate Secretary at HNI Corporation, 600 East Second Street, Muscatine, Iowa 52761. During 2017, each current Director attended all of the meetings of the committees on which the Director served.
Audit Committee. The Audit Committee is comprised of Cheryl A. Francis, Chairperson, Larry B. Porcellato and Abbie J. Smith. The Board has determined all members of the Audit Committee are financially literate under NYSE listing standards. The Board has also determined Mses. Francis and Smith are "audit committee financial experts," as defined by Item 407(d)(5) of Regulation S-K. Inan independent director in accordance with the Audit Committee Charter, none of the Audit Committee members serve simultaneously on audit committees of more than three public companies. The Audit Committee met nine times during 2017. The Audit Committee is responsible for, among other things:NYSE rules and applicable SEC rules.
overseeing of the integrity of the Corporation's financial statements;
selecting the independent registered public accounting firm to audit the Corporation's financial statements and ensuring the firm's independence;
discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and that firm, our interim and year-end operating results;
developing procedures to enable submission of anonymous concerns about accounting or auditing matters;
considering the adequacy of our internal accounting controls and audit procedures;
reviewing related party transactions;
reviewing our legal compliance risk exposures and program for promoting and monitoring compliance with applicable legal and regulatory requirements;
pre-approving all audit and non-audit services to be performed by the independent registered public accounting firm; and
overseeing our internal audit function.
Human Resources and Compensation Committee. The Compensation Committee is comprised of Ronald V. Waters, III, Chairperson, Mary A. Bell and John R. Hartnett. Each member qualifies as an "outside director" for purposes of Section 162(m) ("Section 162(m)") of the Internal Revenue Code of 1986, as amended (the "Code") and a "non-employee director" for purposes of Rule 16b-3 under the Securities Exchange Act of 1934 (the "Exchange Act"). The Compensation Committee met four times during 2017. The Compensation Committee is responsible for, among other things: |
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| Director | Audit Committee | Human Resources and Compensation Committee | Public Policy and Corporate Governance Committee |
| Mary Bell | | ● | |
| Miguel Calado | | | ● |
| Cheryl Francis | | | ● |
| John Hartnett | | ● | |
| Mary Jones | | ● | |
| Jeff Lorenger | | | |
| Larry Porcellato | ● | | |
| Dhanusha Sivajee | | | ● |
| Abbie Smith | ●
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| Brian Stern | | | ● |
| Ronald Waters | ● | | |
reviewing and recommending executive compensation plans and determining whether they encourage excessive risk taking;
monitoring executive succession planning for certain key executives; |
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● Committee Chair
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● Committee member
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reviewing and adopting member benefit programs;
recommending to the Board persons designated as executive officers; and
overseeing annual performance evaluation of the Chairman and CEO by the Board.
Public Policy and Corporate Governance Committee. The Governance Committee is comprised of Brian E. Stern, Chairperson, Miguel M. Calado and Mary K.W. Jones. The Governance Committee met four times during 2017. The Governance Committee serves as the nominating committee and identifies individuals qualified to serve as Directors of the Corporation consistent with criteria approved by the Board. Additionally, the Governance Committee is responsible for, among other things:
recommending Director nominees to the Board for the next annual meeting of shareholders;
considering and making recommendations regarding non-employee Director compensation;
developing and recommending to the Board corporate governance principles applicable to the Corporation;
overseeing the evaluation process for our Board and committees; and
reviewing the Corporation's finance policy and capital structure.
The Governance Committee is responsible for annually reviewing the compensation paid to Directorsdirectors that are not members (i.e., employees) of the Corporation ("non-employee directors") for service on the Board and for recommending changes in compensation to the Board, if appropriate. The Corporation's CEO does not receive any compensation for his services as a director. The Board is responsible for approving Directordirector compensation based on recommendations ofby the Governance Committee. Neither the Governance Committee nor the Board delegates its authority with respect to setting Directordirector compensation to any other person or group. However, the Corporation's management may, at the request of the Governance Committee, assist the Governance Committee in its review of Directordirector compensation, which may include recommending changes to compensation. Although it has not done so recently, the Governance Committee has authority to retain and terminate a consultant to assist in the evaluation of the compensation and benefits for Directorsdirectors and to approve the consultant's fees and other retention terms.
Each independent Directornon-employee director receives an annual retainer of $170,000,$180,000, of which $65,000$70,000 is paid in cash in equal installments of $16,250 at$17,500 after each quarterly Board meeting (prior to the May 9, 2017 Board meeting, the annual cash retainer was $65,280) and
$105,000 $110,000 is paid in the form of Common Stockcommon stock issued under the 2017 Equity Plan for Non-Employee Directors ("Equity Plan") following the May Board meeting (prior to the May 9, 2017 Board meeting, the Common Stock retainer was $97,920).meeting. In 2017,2019, each independent Directornon-employee director received:
a cash installment payment of $16,320 at$16,750 after the February Board meeting and $16,250 at$17,500 after each of the May, August and November Board meetings; and
a $105,000$110,000 Common Stock grant atafter the May Board meeting.
The Lead Director receives an additional annual retainer of $19,000. Prior toIn 2019, the May 9, 2017 Board Meeting, each Audit Committee memberChairman received an additional annual retainer of $6,000.$125,000, of which $75,000 is paid in stock and $50,000 is paid in cash. The ChairpersonChairman's stock portion of the retainer is paid annually after the May meeting, and the cash portion of the retainer is paid in equal installments after each quarterly Board meeting.
The Chair of the Audit Committee receives an additional annual retainer of $15,000. The ChairpersonsChairs of the Compensation Committee and Governance Committee each receive an additional annual retainer of $10,000. As with the cash portion of the annual retainer for Board service,Cash retainers for committee Chairperson or Lead Director servicethe Chairs are paid in equal installments atafter each quarterly Board meeting.
Directors are also reimbursed for travel and related expenses incurred to attend meetings. For purposes of determining Director compensation, an independent Director is anyone who is not a member of the Corporation. Directors who are members of the Corporation do not receive additional compensation for service on the Board.
The Corporation's policy with regard to Common Stockcommon stock ownership by independent Directorsnon-employee directors is for each Directordirector to own Common Stockcommon stock with a market value of five times or more the cash portion of the annual retainer. To promote Common Stockcommon stock ownership, Directorsnon-employee directors are required to receive one-half of the cash portion of their annual retainer in the form of shares of Common Stockcommon stock to be issued under the 2017 Equity Plan or, to the extent the Directordirector participates in the HNI CorporationCorporation's Directors Deferred Compensation Plan (the "Directors("Directors Deferred Plan"), in the form of nonvoting share units to be credited to the Director'sdirector's account under the Directors Deferred Plan. This requirement does not, however, apply to any Directordirector owning Common Stockcommon stock with a market value of five times or more the cash portion of the annual retainer. As of the end of 2017, all of the Corporation's independent Directors were in compliance with the Corporation's policy with regard to stock ownership.
Under the 2017 Equity Plan, Directorsnon-employee directors may elect to receive all or a portion of their cash retainers in the form of shares of Common Stock.common stock. Under the Directors Deferred Plan, each Directordirector has the opportunity to defer up to 100% of his or hertheir retainers. Amounts can be deferred to a cash account earning interest at a rate set each year at 1% above the prime interest rate or to the Corporation's notional stock account in the form of nonvoting share units that fluctuate in value based on the price increase or decrease of Common Stockcommon stock and earn dividends distributed to all shareholders. The dividends are automatically reinvested for each participant to acquire additional nonvoting shares units. For any cash compensation deferred to the Corporation's notional stock account, the number of nonvoting share units is determined by dividing the amount of the compensation by the fair market value of a share of Common Stockcommon stock on the date the compensation would have otherwise been paid. Each Directordirector participating in the Directors Deferred Plan elects, on an annual basis, the date or dates of distribution (i.e., a Directordirector can elect a lump-sum distribution or distribution via annual installments not to exceed 15) of any amounts he or she has deferred.they defer. In addition, each independent Directornon-employee director is eligible to receive awards of stock options to purchase Common Stock,common stock, restricted stock or Common Stockcommon stock grants, or any combination thereof, under the 2017 Equity Plan in amounts authorized by the amounts as the Board may authorize.Board.
In May 2017,2019, Larry Porcellato was granted 5,750 shares of common stock, Dhanusha Sivajee was granted 2,863 shares of common stock, and each of the Directors wasother non-employee directors were granted 2,3253,012 shares of Common Stockcommon stock under the 2017 Equity Plan. The Corporation does not have a non-equity incentive plan for independent Directors.non-employee directors. As of the Record Date,record date, the Corporation has never issued stock options or restricted stock to the independent Directorsnon-employee directors and all shares of Common Stockcommon stock issued to Directorsdirectors in lieu of cash retainer amounts were fully vested upon issuance.
Director Compensation for 20172019
| Name | Fees Earned or Paid in Cash ($) (1) | Stock Awards ($) (2) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (3) | All Other Compensation ($) (4) | Total ($) |
| Mary A. Bell | 65,070 | 105,000 | — | 1,988 | 172,058 |
| Miguel M. Calado | 65,070 | 105,000 | — | 1,988 | 172,058 |
| Cheryl A. Francis | 81,570 | 105,000 | — | 1,988 | 188,558 |
| John R. Hartnett | 66,570 | 105,000 | — | 1,988 | 173,558 |
| Mary K.W. Jones | 65,070 | 105,000 | — | 1,988 | 172,058 |
| Larry B. Porcellato | 80,820 | 105,000 | 300 | 1,988 | 188,108 |
| Abbie J. Smith | 69,820 | 105,000 | — | 1,988 | 176,808 |
| Brian E. Stern | 75,070 | 105,000 | — | 1,988 | 182,058 |
| Ronald V. Waters, III | 75,070 | 105,000 | 2,531 | 1,988 | 184,589 |
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| Name | Fees Earned or Paid in Cash ($) (1) | Stock Awards ($) (2) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (3) | All Other Compensation ($) (4) | Total ($) |
| Stan Askren | — | — | — | 180,000 | 180,000 |
| Mary Bell | 76,750 | 110,000 | — | 2,756 | 189,506 |
| Miguel Calado | 69,250 | 110,000 | — | 2,756 | 182,006 |
| Cheryl Francis | 73,000 | 110,000 | — | 2,756 | 185,756 |
| John Hartnett | 69,250 | 110,000 | — | 2,756 | 182,006 |
| Mary Jones | 69,250 | 110,000 | — | 2,756 | 182,006 |
| Larry Porcellato | 123,417 | 210,000 | 939 | 5,261 | 339,617 |
| Dhanusha Sivajee | 40,833 | 91,667 | — | 1,746 | 134,246 |
| Abbie Smith | 80,500 | 110,000 | — | 2,756 | 193,256 |
| Brian Stern | 79,250 | 110,000 | — | 2,756 | 192,006 |
| Ronald Waters | 71,750 | 110,000 | 7,920 | 2,756 | 192,426 |
Notes
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| (1) | For 2017,2019, the independent Directors listed in the table above each earned the following fees:fees paid in cash: Ms. Bell - $65,070$69,250 annual retainer;retainer plus $7,500 prorated retainer for service as Chair of the Governance Committee; Mr. Calado - $65,070$69,250 annual retainer; Ms. Francis - $65,070$69,250 annual retainer plus $1,500 retainer for service on the Audit Committee, $15,000$3,750 prorated retainer for service as ChairpersonChair of the Audit Committee; Mr. Hartnett - $65,070$69,250 annual retainer plus $1,500 retainer for service on the Audit Committee;retainer; Ms. Jones - $65,070$69,250 annual retainer; Mr. Porcellato – $65,070- $69,250 annual retainer plus $1,500 retainer for service on the Audit Committee plus $14,250$54,167 prorated retainer for service as Lead Director;Chair of the Board; Ms. Sivajee - $40,833 prorated annual retainer; Ms. Smith – $65,070- $69,250 annual retainer plus $4,750$11,250 prorated retainer for service as Lead Director;Chair of the Audit Committee; Mr. Stern – $65,070- $69,250 annual retainer plus $10,000 retainer for service as ChairpersonChair of the Governance Committee; and Mr. Waters - $65,070$69,250 annual retainer plus $10,000$2,500 prorated retainer for service as ChairpersonChair of the Compensation Committee. Mses.Ms. Bell Jones and Smith received 100% of cash retainer, and Mr. Hartnett received 75%100% of cash retainer in the form of Common Stock under the 2007 Equity Plan, for the first quarter of 2017 and under the 2017 Equity Plan for the remainder of the year, which equated to the following: Ms. Bell - 1,639 shares; Ms. Jones - 1,639; Ms. Smith - 1,740;2,093 shares and Mr. Hartnett - 1,253.1,884 shares; and Ms. Sivajee received 50% of cash retainer in the form of Common Stock under the Equity Plan, which equated to 583 shares. |
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| (2) | Represents (a) the portion of the annual retainer paid in the form of shares – a $105,000$110,000 Common Stock grant authorized by the Board on May 9, 20177, 2019 under the 2017 Equity Plan. Each independent Director serving onPlan; (b) an additional prorated retainer paid to Mr. Porcellato for services as Chairman paid in the form of shares - a $100,000 Common Stock grant authorized by the Board ason May 7, 2019; and (c) the prorated portion of May 9, 2017the annual retainer of $91,667 paid in the form of shares granted to Ms. Sivajee and authorized by the Board on August 6, 2019. In aggregate, Mr. Porcellato was issued 2,3255,750 shares of Common Stock at a price of $45.16$36.52 (the closing price of a share of Common Stock on the date of grant, May 9, 2017)7, 2019) for a total grant date fair value of $104,997,$209,990, as computed in accordance with FASB Accounting Standards Codification Topic 718. The difference between the $105,000$210,000 Common Stock grant authorized by the Board and the actual value of Common Stock issued ($104,997) was approximately $3.$10, which was paid in cash to Mr. Porcellato. Ms. Sivajee was issued 2,863 shares of Common Stock at a price of $32.01 (the closing price of a share of Common Stock on the date of grant, August 6, 2019) for a total grant date fair value of $91,645, as computed in accordance with FASB Accounting Standards Codification Topic 718. The difference between the $91,667 Common Stock grant authorized by the Board and the actual value of Common Stock issued was approximately $22, which was paid in cash to Ms. Sivajee. Each remaining independent director serving on the Board as of May 7, 2019 was issued 3,012 shares of Common Stock at a price of $36.52 (the closing price of a share of Common Stock on the date of grant, May 7, 2019) for a total grant date fair value of$109,998, as computed in accordance with FASB Accounting Standards Codification Topic 718. The difference between the $110,000 Common Stock grant authorized by the Board and the actual value of Common Stock issued was approximately $2. As the Corporation only issues fractional shares under the Directors Deferred Plan, and not under the 2017 Equity Plan, the Corporation paid each independent Director serving on the Board as of May 9, 2017, $3, either7, 2019, $2 in the form of cash in lieu of a fractional share for those Directors who did not elect to defer their Common Stock grant under the Directors Deferred Plan or in the form of a fractional share for those Directors who did elect to defer their Common Stock grant under the Directors Deferred Plan. Ms. Jones deferred 100% of her Common Stock grants under the Directors Deferred Plan. cash.There are no unexercised option awards or unvested stock awards outstanding as of the end of 20172019 for any of the Directors. |
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| (3) | Includes above-market interest earned on cash compensation deferred under the Directors Deferred Plan. Interest on deferred cash compensation is earned at one percent over the prime rate. Above-market earnings represent the difference between the interest earned under the Directors Deferred Plan and 120% of the applicable federal long-term rate. Above-market interest earned by Mr. Porcellato is for cash compensation deferred prior to January 1, 2007, and interest earned by Mr. Waters is for cash compensation deferred prior to January 1, 2010. |
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| (4) | Includes dividends earned on 2019 Common Stock grants during 2017.and consulting payments to Mr. Askren in the amount $180,000 pursuant to the terms of a Consulting Agreement dated November 7, 2018. |
PROPOSAL NO. 1 - ELECTION OF RELATED PERSON TRANSACTIONSDIRECTORS
Proposal Summary
The Board has nominated directors Miguel Calado, Cheryl Francis, John Hartnett and Dhanusha Sivajee to be elected to serve on the Board, each for a term of 3 years expiring at the 2023 annual meeting of the shareholders and until their successors are duly elected and qualified.
Each nominee currently serves on the Board and has been determined to be independent under the NYSE listing standards, categorical independence standards adopted the Board contained in our Corporate Governance Guidelines, and the applicable SEC rules. There are no family relationships between the Corporation's executive officers and directors.
The nominees elected as directors at the Annual Meeting will hold office for the indicated term or until their respective successors are elected and qualified, subject to their prior death, resignation or removal.
The Corporation has adopted a written policy for reviewing and approving transactions between the company and its related persons, including directors, director nominees, executive officers, five percent shareholders and their immediate family members or affiliates. The policy applies to:
All financial transactions, arrangements or relationships involving more than $100,000;
Transactions in which the Corporation, or one of its affiliates, is a participant; and
Transactions in which a related person could have a direct or indirect interest.
The policy does not apply to certain compensation payments approved by the appropriate Board committee, transactions available to all other shareholders or employees on the same terms, transactions with an entity where the related person's interest is only as a director or a less than ten percent owner, or transactions in which the rate charged by a related person is determined by competitive bid.
The Corporation's Office of the General Counsel (the "General Counsel") performs the initial review of all transactions subject to the policy. Quarterly, the General Counsel reports to the Audit Committeebelieves each known transaction to be considered by the Audit Committee pursuant to the policy, including the proposed aggregate value of each transaction and any other relevant information.
After review, the Audit Committee approves, ratifies or disallows each transaction in accordance with the guidelines set forth above.
If the General Counsel learns of an ongoing or completed transaction, arrangement or relationship not submitted for prior review and approval, the General Counsel will submit it to the Audit Committee for ratification, amendment, rescission or termination.
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
For 2017, the Corporation had no material related party transactions required to be disclosed in accordance with SEC regulations.
CODE OF BUSINESS CONDUCT AND ETHICS
The Corporation maintains the Ethics Code as part of its corporate compliance program. The Ethics Code applies to all Directors and members (i.e., employees), including the Corporation's chief executive officer, chief financial officer, principal accounting officer or controller or persons performing similar functions. The Ethics Code is available for download on the Corporation's website at www.hnicorp.com, under "Investors - Corporate Governance - Member Code of Integrity." The Corporation intends to disclose amendments to or waivers of the Ethics Code granted to the individual executive officersnominee listed above and the Directors on the Corporation's website within four business days of the amendment or waiver. Shareholders may request a copy of the Ethics Code by writing to the Corporate Secretary at HNI Corporation, 600 East Second Street, Muscatine, Iowa 52761.
The Corporation's insider trading policy prohibits hedging transactions. Specifically, the Corporation prohibits members, directors, or their designees, from hedging their ownership of the Corporation's Common Stock (including prepaid variable forwards, equity swaps, collars and exchange funds), engaging in short sales or purchasing put or call options, pledging their shares of the Corporation's Common Stock, holding them in a margin account or engaging in short-term transactions with shares of the Corporation's Common Stock.
CORPORATE GOVERNANCE GUIDELINES
The Governance Guidelines are available for download on the Corporation's website at www.hnicorp.com, under "Investors - Corporate Governance - Governance Guidelines." Shareholders may request a copy of the Governance Guidelines by writing to the Corporate Secretary at HNI Corporation, 600 East Second Street, Muscatine, Iowa 52761.
PROPOSAL NO. 2 – RATIFICATION OF AUDIT COMMITTEE'S SELECTION OFKPMG LLP AS THE CORPORATION'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR FISCAL 2018
The Audit Committee is directly responsible for the appointment, retention, oversight, and compensation, including approval of audit fees, of the external audit firm retained to audit our financial statements. Further, in conjunction with the mandated rotation of the audit firm's lead engagement partner, the Audit Committee and its chair are directly involved in the selection of the audit firm's lead engagement partner.
KPMG has been retained as our independent registered public accounting firm since 2015. In order to ensure continuing auditor independence, the Audit Committee periodically considers whether there should be a regular rotation of the audit firm. Based on its most recent evaluation of KPMG, the members of the Committee believe the continued retention of KPMG is in the best interest of the Corporation and its shareholders. The Board proposes shareholders ratify the appointment of KPMG as the Corporation’s independent public accountant for Fiscal 2018 at the Meeting. Although shareholder ratification is not required by the By-laws or otherwise, the Corporation is submitting the selection of KPMG to its shareholders to permit shareholders to participate in this important decision. If the shareholders fail to ratify the Audit Committee's selection of KPMG, the Audit Committee will reconsider the selection.
Representatives of KPMG will be present at the Meeting, have an opportunity to make a statement if they so desire and be available to respondserve if elected. However, if any one of them becomes unavailable, the persons named as proxies have discretionary authority to appropriate questions.vote for a substitute chosen by the Board. Any vacancies not filled at the Annual Meeting may be filled by the Board.
Required Vote
Election of the nominees as directors requires the affirmative vote of the holders of a majority of the outstanding shares voted at the Annual Meeting. Abstentions and broker non-votes will not be counted as votes cast either "for" or "against" a nominee's election.
Recommendation of the Board
THE BOARD RECOMMENDS A VOTE
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The Board recommends a vote "FOR" RATIFICATION OF THE AUDIT COMMITTEE'Sthe election of each of the director nominees. |
SELECTION OF KPMG LLP AS THE CORPORATION'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTANT FOR FISCAL 2018.
AUDIT COMMITTEE REPORT
The Audit Committee is comprised entirelyconsists of independent directorsthree members: Abbie J. Smith, who meet the independence requirementsserves as Chair of the Audit Committee, Larry B. Porcellato, and Ronald V. Waters III. Each member is an independent director under NYSE Listed Company Manual and the SEC.SEC rules. The Audit Committee operates under a written charter adopted by the BoardBoard. A copy of Directors, which you may access in the corporate governance section of our websitecharter is available at http://www.hnicorp.com/hnicorp.com/investors/corporate-governance.
The Audit Committee has responsibility for selecting and evaluating the independent audit firm, which reports directly to the Audit Committee, overseeing the performance of the Corporation’s internal audit function, and assisting the Board of Directors in its oversight of enterprise risk management including privacy and data security.
Management has primary responsibility for the Corporation’s consolidated financial statements and the overall reporting process, for maintaining adequate internal control over financial reporting and, with the assistance of the Corporation’s internal auditors, for assessing the effectiveness of the Corporation’s internal control over financial reporting. KPMG LLP (“KPMG”("KPMG"), the Corporation’s independent registered public accounting firm since 2015, is responsible for performing an independent audit of the Corporation’s consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (“PCAOB”), expressing an opinion as to the conformity of the consolidated financial statements with generally accepted accounting principles in the United States, and auditing management’s assessment of the effectiveness of internal control over financial reporting. The Audit Committee’s responsibility is to monitor and oversee these processes and work with KPMG’sKPMG's lead partner, who was appointed in 2015.
The Audit Committee also oversees management’s processes to identify and quantify material risks facing the Corporation, including risks disclosed in the Corporation’s Annual Report on Form 10-K. The Audit Committee meets regularly with the internal auditors and KPMG, with and without management present, to discuss the results of their examinations, the evaluation of the Corporation’s internal control over financial reporting and the overall quality of the Corporation’s accounting.
Management represented to the Audit Committee the Corporation's consolidated financial statements for fiscal year ended December 30, 201728, 2019 were prepared in accordance with generally accepted accounting principles. The Audit Committee has reviewed and discussed the consolidated financial statements with management and KPMG. Management has also represented it has assessed
the effectiveness of the Corporation’s internal control over financial reporting, and has determined that, as of December 30, 2017,28, 2019, the Corporation maintained effective internal control over financial reporting. The Audit Committee has reviewed and discussed with management and KPMG this assessment. The Audit Committee has also discussed with KPMG its evaluation of the accounting principles, practices and judgments applied by management, and any items required to be communicated to it by KPMG in accordance with regulations promulgated by the SEC and the PCAOB including the matters required to be discussed by PCAOB Auditing Standard No. 1301.
The Audit Committee received and reviewed the written disclosures and the letter from KPMG required by the PCAOB regarding KPMG's communications with the Audit Committee concerning independence and discussed with KPMG its independence. The Audit Committee also concluded the provision of non-audit services by KPMG is compatible with maintaining their independence.
Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board the consolidated financial statements referred to above be included in the Corporation's Annual Report on Form 10-K for the year ended December 30, 2017.28, 2019.
AUDIT COMMITTEEAudit Committee
Cheryl A. Francis, ChairpersonAbbie J. Smith, Chair
Larry B. Porcellato
Abbie J. SmithRonald V. Waters III
AUDIT AND NON-AUDIT FEES INCURRED FOR KPMG LLP
The following table sets forth the aggregate fees billed topaid by the Corporation for the audit and other services provided byCorporation's independent registered public accounting firm KPMG for fiscal 20172019 and fiscal 2016:2018:
| Fee Category | | Fiscal 2017 | | | Fiscal 2016 | |
Audit Fees (1) | | $ | 1,800,000 | | | $ | 1,469,000 | |
| Audit-Related Fees (2) | | | 5,000 | | | | 51,829 | |
| Tax Fees (3) | | | 50,118 | | | | 196,137 | |
| All Other Fees (4) | | | 41,925 | | | | — | |
| Total | | $ | 1,897,043 | | | $ | 1,716,966 | |
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| Fee Category | Fiscal 2019 | Fiscal 2018 |
Audit Fees (1) | $1,800,000 | $1,850,000 |
| Audit-Related Fees (2) | — | — |
| Tax Fees (3) | 163,750 | 24,958 |
| All Other Fees (4) | 650 | 27,390 |
| Total | $1,964,400 | $1,902,348 |
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| (1) | Audit Fees represent fees forrelate to professional services provided in connection with the audit of the Corporation's annual financial statements and internal control over financial reporting, review of quarterly financial statements and audit services provided in connection with other statutory and regulatory filings or engagements. |
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| (2) | Audit-Related Fees represent accounting consultations.relate to professional services provided that are reasonably related to the performance or review of the Corporation's financial statements. |
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| (3) | Tax Fees represent fees billed forrelate to professional services provided in connection with tax compliance, tax advice and tax planning.consulting and planning services. |
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| (4) | All Other Fees represent fees forrelate to professional services provided other than the services reported in Audit Fees, Audit-the categories above. |
Related Fees, and Tax Fees.
Pre-Approval of FeesPRE-APROVAL OF AUDIT AND NON-AUDIT SERVICES
The Audit Committee is responsible for the negotiation and approval of all audit and non-audit engagement fees, terms and services. The Audit Committee has policies and procedures requiring pre-approval by the Audit Committee of any engagement of our independent registered public accounting firm to perform audit or permissible non-audit services. Between Board meetings, the Audit Committee may delegate to one or more members of the Audit Committee the authority to pre-approve audit related and other services not prohibited by law to be performed by the Corporation's independent registered public accountant and associated fees.such services. The delegated member or members must report any such pre-approvals to the Audit Committee at its next scheduled meeting. All of theservices performed by KPMG fees incurred in fiscal 2017 and fiscal 20162019 were approvedpre-approved by the Audit Committee.
PROPOSAL NO. 2 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Proposal Summary
The Audit Committee has re-appointed KPMG LLP ("KPMG") as the Corporation's independent registered public accounting firm for 2020. KPMG has served as the Corporation's independent registered public accounting firm since 2015. In order to ensure continuing auditor independence, the Audit Committee periodically considers whether there should be a regular rotation of the audit firm.
Based on its most recent evaluation of KPMG, the members of the Audit Committee believe the retention of KPMG is in the best interest of the Corporation and its shareholders. At the Annual Meeting, the Board proposes shareholders ratify the appointment of KPMG as the Corporation’s independent registered public accounting firm for the ending January 2, 2021. Although shareholder ratification is not required by the By-laws or otherwise, the Corporation is submitting the selection of KPMG to its shareholders to permit shareholders to participate in this important decision. If the shareholders fail to ratify the Audit Committee's selection of KPMG, the Audit Committee will reconsider the selection.
Representatives of KPMG will be present at the Meeting, have an opportunity to make a statement if they so desire and be available to respond to appropriate questions.
Recommendation of the Board
15
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| The Board recommends a vote "FOR" ratification of KPMG as independent registered public accounting firm. |
PROPOSAL NO. 3 - ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION
In accordance with the requirements of Section 14A of the Exchange Act and the related rules of the SEC, shareholders have the opportunity to cast an annual advisory vote to approve named executive officer compensation as disclosed pursuant to the compensation disclosure rules of the SEC, which includes the Compensation Discussion & Analysis ("CD&A"), the compensation tables and the accompanying narrative disclosures.
The Corporation encourages shareholders to read the CD&A and other sections of this Proxy Statement describing how the Corporation's executive compensation program operates. The Compensation Committee and the Board believe the Corporation’s compensation program is effective in long-term shareholder value creation and contributing to the Corporation’s continuing success.
Accordingly, shareholders are asked to approve the following resolution at the Annual Meeting:
RESOLVED, the shareholders approve, on an advisory basis, the compensation of the named executive officers as disclosed in this Proxy Statement pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, compensation tables and narrative discussion.
As an advisory vote, this proposal is not binding on the Corporation, the Board or the Compensation Committee. However, the Compensation Committee and the Board value the opinions expressed by our shareholders on this proposal and will carefully consider the outcome of this vote when making future compensation decisions for the named executive officers.
Required Vote
The affirmative vote of the holders of a majority of the outstanding shares voted at the Annual Meeting is required to adopt the resolution. Abstentions and broker non-votes will not be counted for purposes of determining whether this Proposal has received sufficient votes for approval.
Recommendation of the Board
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| The Board recommends a vote "FOR" adoption of the resolution approving the compensation of the named executive officers. |
COMPENSATION DISCUSSION AND ANALYSIS
Our Compensation Discussion and Analysis ("CD&A&A") describes the key features of our executive compensation program and the Compensation Committee's approach in deciding 20172019 compensation for our Named Executive Officers:
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| Name | Position |
Stan A. AskrenJeffrey D. Lorenger | Chairman, President and Chief Executive Officer, HNI Corporation |
| Marshall H. Bridges | Chief Financial Officer; Senior Vice President, HNI Corporation |
Kurt A. Tjaden | President HNI International; Senior Vice President, HNI Corporation
(Former Chief Financial Officer)
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Jeffrey D. Lorenger | President, Office Furniture, HNI Corporation |
| Vincent P. Berger | President, Hearth & Home Technologies; Executive Vice President, HNI Corporation |
Jerald K. DittmerB. Brandon Bullock | President, The HON Company |
| Kurt A. Tjaden | President, HNI International; Senior Vice President, Strategic DevelopmentHNI Corporation |
TheThis CD&A is divided into four parts:
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| 1. | Executive Compensation Overview |
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| 2. | Executive Compensation Objectives and Governance |
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| 3. | Executive Compensation Elements |
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| 4. | Additional Compensation Programs and Policies |
1. Executive Compensation Overview
Primary Compensation Elements
The primary elements of our compensation program are base salary, and annual and long-term performance-based incentive opportunities. These primary elements were chosen to attract the best talent and drive long-term shareholder value creation. |
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| Element | Description | | Purpose |
Base Salary | Annual cash compensation. | | Compensation for expected day-to-day responsibilities. Pay adjustments are based on capabilities, responsibilities and market factors. |
Annual Incentive Opportunity | Targeted variable compensation equal to a percentage of base salary paid once aper year and based 80% on financial performance and 20% on individual objectives. | | Focus executives on annual performance goals, typically financially driven. |
Long-term Incentive Opportunity | Variable performance compensation typically in the form of stock options and cash earned at the end of a three-year period based on economic profit goals. | goals (see page 21 for 2020 plan design changes). | Align executives' decisions with long-term shareholder value creation. Promote executive retention. |
Other Key Compensation Practices
The Human Resources and Compensation Committee ("Compensation Committee") regularly reviews developments in executive compensation and governance and adjusts our practices and policies.
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| HNI Compensation Practices |
| What We Do | | |
| Pay for performance | Pü | A large majority of executive compensation is based on achievement of long-term value creation. |
| Stock ownership guidelines | Pü | Stock ownership guidelines require the CEO to hold shares valued at 5x base salary and other Named Executive Officers at 3x base salary. |
| Double trigger change in control | Pü | Both a change in control and involuntary termination are required for the change in control agreement to take effect. |
| Clawback policy | Pü | Performance-based compensation, under certain circumstances, will be canceled or reclaimed if an executive engages in fraud or financial misconduct. |
| Anti-hedging policy | Pü | Officers and directors are prohibited from engaging in hedging or pledging transactions with respect to HNI stock. |
Independent compensation consultantconsultants | Pü | The Compensation Committee engages an independent compensation consultantconsultants who workswork only for the Committee, and not for management. |
| Annual shareholder Say on Pay | Pü | The Corporation holds an annual advisory vote regarding Named Executive Officer compensation. |
| Annual compensation risk assessment | Pü | The Compensation Committee reviews a risk assessment of the Named Executive Officer compensation program every year. |
| What We Don't Do | | |
No repricing of underwater options | r | Underwater options are not repriced or replaced. |
No perquisites | r | Perquisites are not provided to executives or directors. |
No employment contracts | r | Neither the CEO nor any other Named Executive Officers have an employment contract. |
| No perquisites | r | Consistent with its longstanding culture, the Corporation does not offer any perquisites to Name Executive Officers, other than standard relocation assistance. |
| No excise tax gross-ups | r | No executives are eligible for excise tax gross-ups. |
| No repricing of underwater options | r | Underwater options are not repriced or replaced. |
No dividends on unearned performance awardsrestricted stock units | r | Dividends are not paid on unearned restricted stock units. |
| No supplemental executive benefits | r | Executive officers are not offered additional benefits beyond those generally available to all members. |
Say on Pay Vote Results
At the 2019 Annual Meeting, over 97% of the advisory votes cast by shareholders were in favor of the compensation program for Named Executive Officers. The Compensation Committee carefully considers say on pay votes in setting the compensation of Named Executive Officers.
Even with the significant support from shareholders on say on pay votes, the Corporation continues to engage with shareholders to discuss their views of the executive compensation program. In addition to the annual shareholder engagement process, the Compensation Committee also engaged an independent compensation consulting firm, Exequity LLP, to assist with a thorough review of the Corporation's executive compensation policies and programs. The purpose of this review was to benchmark the Corporation's design versus market practice, evaluate current programs with respect to trends and corporate governance best practices, and identity ways, if any, to strengthen shareholder alignment.
Compensation Program Changes for 2020
The Board, Compensation Committee, and Corporation made significant changes to the executive compensation program for 2020 (as described in the following table).
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| Topic | Action | Rationale |
| Long-Term Incentive Plan | The current long-term performance cash plan will be replaced with Performance Share Units ("PSUs") granted under the Stock Based Compensation Plan. Performance will be measured against a 3-year cumulative Economic Profit goal.
| The change in long-term incentive vehicles emphasizes shareholder alignment, strengthens retention of executives, and is supported by market practice. The weighting increase to 50% performance awards and payment of dividends on earned equity awards further aligns the interests of executives with the interests of shareholders. |
The Corporation will move away from granting Stock Options and will grant time-based Restricted Stock Units ("RSUs").
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Long-Term Incentives granted to all executives, including the Named Executive Officers, will be split 50% PSUs and 50% RSUs, resulting in 50% of the award now being performance based.
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PSUs and RSUs will accrue and pay dividends at the time earned shares are distributed to participants.
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| Annual Incentive Plan | The financial portion (80%) of the Annual Incentive Plan award will be measured against EBIT goals.
| The use of EBIT continues to align with strategic objectives by motivating and incenting profitable growth, is highly correlated to short and long-term shareholder value creation and aligns with peer group practices. |
| Peer Group | The peer group will be revised to remove Carlisle Companies Incorporated and Snap-On Incorporated, and add ACCO Brands and Hillenbrand. | These changes further align the Corporation to its peer group when evaluating revenue size and market cap. |
Compensation Program Changes in 2019
The Board, Compensation Committee and Corporation did not make any structural changes to the executive compensation programs in 2019.
2. Executive Compensation Objectives and Governance
Philosophy and Objective
The Corporation's Board believes in aligning the compensation of the Corporation's leadership with creating long-term value for shareholders and other important stakeholders, including members and customers. Governance of the executive compensation program, including hands-on involvement of the Compensation Committee, is guided by this principle.
Pay for Performance
The executive compensation program for 20172019 highlights the Corporation's pay for performance philosophy, with a large majority of each senior executive's compensation tied to the achievement of long-term value creation, awarded through performance-based annual and long-term awards and stock options. Shareholders have continued to voice their support for the Corporation's pay for performance compensation program— over 97% of votes cast in last year's Say on Pay vote approved the compensation of the Named Executive Officers.
The Corporation believes economic profit is the besta strong indicator of long-term shareholder value creation and usesin 2019 used economic profit to measure financial performance goal achievement under the annual and long-term incentive plans. Economic profit is defined as after-tax operating profit less a charge for average invested capital. Economic profit promotes the simultaneous optimization of growth, earnings and capital efficiency.
Pay Mix
For 2017,2019, the target compensation mix for the CEO and other Named Executive Officers is shown below. Approximately 81%82% of CEO compensation and 71%68% of all other Named Executive Officers'Officers compensation is considered variable based on achieving financial and strategic objectives.
Compensation Committee and Independent Directors
The Compensation Committee is responsible for the oversight of the Corporation's executive compensation programs. The Compensation Committee reviews and recommends to the Board for approval by the independent Directors all elements of the CEO's compensation. For the other Named Executive Officers, the Compensation Committee considers recommendations from the CEO and approves all elements of compensation except equity grants, which the Compensation Committee recommends for approval by the independent Directors.directors.
The Corporation's Member and Community Relations Law,Department, Office of the General Counsel, and Finance DepartmentsDepartment support the Compensation Committee and the Board in a variety of ways related to executive compensation, including conducting executive compensation benchmarking, preparing compensation-related materials and providing updates on corporate governance laws and best practices.
The Compensation Committee occasionally retains an outside compensation consultantconsultants to provide recommendations for structuring and designing the Corporation's executive compensation program, selecting a peer group for benchmarking, and establishing competitive incentive award targets. The Compensation Committee engaged Frederic W. Cook & Co., Inc. (“FW Cook”) to serve as the compensation consultant in 2017 and2019 to review CEO compensation. The Compensation Committee determined, based on an analysis of relevant factors including those required by the SEC, FW Cook had nodid not have a conflict of interest in providing services to the Compensation Committee. The Compensation Committee also engaged Exequity, LLP in 2019 to review the executive compensation incentive programs. The Compensation Committee determined, based on an analysis of relevant factors including those required by the SEC, Exequity did not have a conflict of interest in providing services to the Compensation Committee.
Compensation Program Changes in 2017
The HNI Corporation Annual Incentive Plan includes targets that are 20% based on individual objectives and 80% based on financial performance. In 2017, the 20% individual objectives component of the Annual Incentive Plan was based on achievement of the Board-approved organic sales plan; in 2016, this 20% was based on achievement of individual objectives focused on matters having a significant impact on each executive's individual area of responsibility. The remaining 80% of the award continues to be based on financial performance.
Benchmarking with Market Data
CEO Benchmarking
The Compensation Committee compares our CEO compensation to the below-listed peer companies. The Compensation Committee includes companies in similar industries or with a similar level of business complexity, manufacturing approach, or go-to marketgo-to-market structure with whom we may compete for talent. Additionally, the Compensation Committee considers the relative size of the companies, including market capitalization and net sales, business models featuring decentralized operating units, and employee headcount. In 2017, theThe Compensation Committee decided to maintainmaintained the same peer group as 2016.used in 2018 for 2019.
| Company | Annual Revenues ($ billions) | Company | Annual Revenues ($ billions) |
| Carlisle Companies Incorporated | $3.9 | Donaldson Company, Inc. | $2.5 |
| Leggett & Platt, Incorporated | $3.9 | Lincoln Electric Holdings Inc. | $2.4 |
| Snap-On Incorporated | $3.9 | Herman Miller, Inc. | $2.3 |
| Lennox International Inc. | $3.8 | Kennametal Inc. | $2.1 |
| Regal Beloit Corporation | $3.3 | Briggs & Stratton Corporation | $1.8 |
| Steelcase Inc. | $3.1 | Armstrong World Industries, Inc. | $1.3 |
| A.O. Smith Corporation | $3.0 | Actuant Corporation | $1.1 |
| Valmont Industries | $2.7 | Knoll Inc. | $1.1 |
| HNI Corporation annual revenue: $2.2 Billion. |
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| Peer Group |
| A.O. Smith Corporation | | Knoll Inc. |
| Actuant Corporation | | Leggett & Platt, Incorporated |
| Armstrong World Industries, Inc. | | Lennox International Inc. |
| Briggs & Stratton Corporation | | Lincoln Electric Holdings Inc. |
| Carlisle Companies Incorporated | | Regal Beloit Corporation |
| Donaldson Company, Inc. | | Snap-On Incorporated |
| Herman Miller, Inc. | | Steelcase Inc. |
| Kennametal Inc. | | Valmont Industries |
At the direction of the Compensation Committee, FW Cook conducted a comprehensive compensation analysis for chief executive officers of peer group companies ("CEO Compensation Review") in 2015.2017. The Compensation Committee utilized the CEO Compensation Review to establish the elements and targets of the CEO'sMr. Lorenger's compensation for 2017, taking into account a 3% annual increase to the base salary data. The target for base salary, annual incentive, long-term incentive and totalas CEO compensation is set at the median of the peer group.
While the Compensation Committee reviews compensation levels and practices every year, it requests a thorough market analysis every two years as pay practices and market pay ranges do not change dramatically over a one year period.in early 2019. In late 2017, the Compensation Committee engaged2019, FW Cook to provideconducted a new comprehensive compensation analysis for the chief executive officers of peer group companies, which was utilizedwill be used in setting the CEO'sCEO compensation for 2018.in early 2020.
Market Data for Other Named Executive Officers
The Compensation Committee annually assesses base salary and annual and long-term incentive compensation data compiled from the following commercially available compensation survey reports published by Willis Towers Watson and Mercer Human Resource Consulting (collectively, the "Survey Reports"):
Willis Towers Watson, U.S. Compensation Data Bank – General Industry Executive Database, Single Regression Report;
Mercer Human Resource Consulting – US Mercer Benchmark Database, Executive Compensation Survey; and
Willis Towers Watson Data Services – CompSource Online, Survey Report on Top Management Compensation.
.
In 2017,2019, the Compensation Committee followed its regular process of using the Survey Reports in reviewing the elements and targets of the Named Executive Officers' compensation (except the CEO), considering the responsibilities and capabilities of each executive officer.
3. Executive Compensation Elements
Base Salary
For 2017,2019, the base salary for each Named Executive Officer was appropriately indexed from the market median for the relevant position. Mr. Askren’s base salary was set slightly above the market median in recognition of his demonstrated leadership, track record of performance over multiple economic cycles, significant capabilities highly relevant to the businesses and operations of the Corporation, and his additional role as Chairman of the Board.
Actual base salaries may be higher or lower than the market median based on the following factors, which are considered annually by the Compensation Committee (and independent Directorsdirectors in the case of the CEO's base salary) when determining changes in base salary:
• demonstrated growth, development and advancement;
• individual performance and competency; and
• value of experience both in service to the Corporation and other experience.
The Compensation Committee conducts the CEO's annual base salary review at the February Board meeting and all independent Directorsdirectors participate with the Compensation Committee in this review. For other executive officers, the Compensation Committee normally approves base salary changes annually at the Board meeting prior to the anniversary date of each officer's appointment.
Based on a combination of performance, personal growth and market factors, the Compensation Committee (and with respect to the CEO's base salary, the independent Directors)directors) awarded the following base salaries:
| Name | 2016 Annual Base Salary ($) | 2017 Annual Base Salary ($) | Increase ($) | Increase (%) | Approximate Market Median Annual Base Salary ($) | 2017 Base Salary as Percentage of Market Median (%) |
| Stan A. Askren | 1,135,654 | 1,181,080 | 45,426 | 4.0 | 1,010,215 | 117 |
| Marshall H. Bridges | 264,992 | 385,000 | 120,008 | 45.3 | 473,904 | 81 |
| Kurt A. Tjaden | 440,490 | 456,000 | 15,510 | 3.5 | 434,136 | 105 |
| Jeffrey D. Lorenger | 467,220 | 600,000 | 132,780 | 28.4 | 621,313 | 97 |
| Vincent P. Berger | 350,000 | 385,000 | 35,000 | 10.0 | 429,515 | 90 |
| Jerald K. Dittmer | 491,930 | 508,163 | 16,233 | 3.3 | 500,799 | 101 |
|
| | | | |
| Name | 2018 Annual Base Salary
($) | 2019 Annual Base Salary
($) | Increase
($) | Increase
(%) |
| Jeffrey D. Lorenger | 900,000 | 927,000 | 27,000 | 3.0 |
| Marshall H. Bridges | 442,800 | 475,000 | 32,200 | 7.3 |
| Vincent P. Berger | 415,800 | 433,700 | 17,900 | 4.3 |
| B. Brandon Bullock | 375,000 | 391,900 | 16,900 | 4.5 |
| Kurt A. Tjaden | 472,000 | 486,160 | 14,160 | 3.0 |
The increases awarded to Messrs. Askren,Lorenger and Tjaden and Dittmer were generally consistent with the average increase for members across the Corporation. The increases awarded to Messrs. Bridges, Berger, and Lorenger received base salary increases consistent with their promotions. Mr. Berger’s increase wasBullock were slightly above the Corporation’sCorporation's average increase as a result of histheir continued growth and development in leading Hearth & Home Technologies.and further alignment with market median.
Annual Incentive
The Named Executive Officers are eligible for annual incentive compensation under the Annual Incentive Plan. The Annual Incentive Plan design encourages focus by the Named Executive Officers on both annual financial achievements and individual objectives aligned with the Corporation's strategic plan.
For 2017,2019, key features of the Annual Incentive Plan were:
| Award Target as a % of Base Salary | | Basis of Award Achievement |
| Chairman and CEO | 120% | | Achievement of Financial Goals | 80% |
| Other Named Executive Officers* | 75% | | Attainment of Individual Organic Sales Goals | 20% |
| *In conjunction with his position change, Mr. Dittmer's award target was changed to 70% of his base salary effective November 6, 2017. | | | |
|
| | | | |
| Award Target as a % of Base Salary | | Basis of Award Achievement |
| President and CEO | 110% | | Achievement of Financial Goals | 80% |
| Other Named Executive Officers | 75% | | Attainment of Individual Objectives | 20% |
The CEO's annual incentive compensation award target is a greater percentage of base salary than the targets for the other Named Executive Officers because the CEO has the greatest potential impact on the Corporation’s annual performance.
The awards are paid in February following the year in which they are earned. Termination of employment other than due to death, disability, retirement or a change in control of the Corporation prior to the end of the year in which an award is earned results in loss of outstanding awards. The awards are paid in cash unless the executive requests and the Compensation Committee approves taking all or part of the payment in the form of Common Stock or the Compensation Committee determines the executive's stock ownership does not reflect appropriate progress toward the executive's ownership guideline.
Under the Annual Incentive Plan, the Corporation achieved economic profit of $22.4$37.3 million in 2017.2019. The following table sets forth aggregate payouts under the Annual Incentive Plan for each Named Executive Officer for 2017:2019:
| | | Name | Annual Incentive Compensation Award Target ($) | Actual Award Payout Attributable to Financial Goals ($) | Actual Award Payout Attributable to Individual Objectives ($) | Total Payout ($) | Actual Payout as % of Target (%) | Annual Incentive Compensation Award Target
($) | Actual Award Payout Attributable to Financial Goals
($) | Actual Award Payout Attributable to Individual Objectives
($) | Total Payout
($) | Actual Payout as % of Target
(%) |
| Stan A. Askren | 1,417,296 | 0 | 192,752 | 13.6 | |
| Marshall H. Bridges* | 283,197 | 2,399 | 39,181 | 41,580 | 14.7 | |
| Jeffrey D. Lorenger | | 1,019,700 | 709,711 | 161,113 | 870,824 | 85 |
| Marshall H. Bridges | | 356,250 | 247,950 | 56,288 | 304,238 | 85 |
| Vincent P. Berger | | 325,275 | 234,198 | 32,528 | 266,726 | 82 |
| B. Brandon Bullock | | 293,925 | 216,329 | 29,393 | 245,722 | 84 |
| Kurt A. Tjaden | 342,000 | 340,316 | 56,825 | 397,141 | 116.1 | 364,620 | 186,685 | 59,068 | 245,753 | 67 |
| Jeffrey D. Lorenger | 450,000 | 72,900 | 87,300 | 160,200 | 35.6 | |
| Vincent P. Berger | 288,750 | 168,630 | 53,130 | 221,760 | 76.8 | |
| Jerald K. Dittmer* | 377,213 | 0 | 57,336 | 15.2 | |
| *Messrs. Bridges and Dittmer experienced changes in their annual incentive targets during 2017, related to their position changes. Amounts above reflect actual 2017 target opportunity and payout amounts based on the number of weeks spent in each position (and therefore at each target level) in 2017. | |
Each Named Executive Officer received the 20172019 Annual Incentive Plan award payout in cash.
Financial Performance Goals
The Compensation Committee uses the annual financial plan, approved by the Board in February, to establish economic profit goals for the Corporation and financial goals for each core business unit. Economic profit goals are based on strategic opportunities
with consideration of current market conditions (e.g., strength of the housing market, global economy or corporate earnings) and business opportunities (e.g., launch of new product line or integration of recently acquired business).
Payout ranges are set between 0% and 200% of the economic profit target with an achievement threshold of 35% to receive a minimum payout. Payout levels are expected to be between 80% and 120% of target in most years and average approximately 100% of target over time. The Compensation Committee establishes the target level of economic profit as an aggressive but achievable goal for the Corporation as a whole or any business unit based on economic and competitive conditions at the time goals are established.
Messrs. AskrenLorenger and Bridges are eligible for awards based on the financial performance of the Corporation while Messrs. Tjaden, Lorenger, Berger, Bullock, and DittmerTjaden are eligible for awards based on the financial performance of each executive's individual area of responsibility (one or more business units). This structure aligns executives' interests with the financial performance of their relevant areas of responsibility.
For 2017,2019, the economic profit goal for the Corporation was $62.3$42.8 million, and actual economic profit achievement was $22.4$37.3 million, resulting in 0% payout as reflected in the table below. Economic profit achievement for the Corporation was below the threshold, and therefore Mr. Askren did not receive a payout under the financial portion of the Annual Incentive Plan for 2017. Mr. Bridges did not receive a payout based on the economic profit achievement of the Corporation, but did receive a pro rata payout for the three week period preceding his promotion in 2017, when his award was based on a lower target percentage and on the economic profit achievement of the Contract Furniture Group.
Economic Profit Achievement ($M) | Financial Component of Annual Incentive Compensation Award – Payout (%) |
| Less than 48.2 | 0% |
| 48.2 | 35% |
| 62.3 | 100% |
| 74.2 | 200% |
87% payout. The financial component of Mr. Tjaden'sMessrs. Lorenger and Bridges' annual incentive compensation award is based on the achievement of the economic profit goals of HNI Corporation for a portion of the year and of certain financial metrics of HNI International for the remainder of the year, prorated according to his position change from Chief Financial Officer to President, HNI International. The financial component of Mr. Lorenger's annual incentive compensation award is based on achievement of the economic profit goals of the Contract Furniture Group for a portion of the year and the Office Furniture segment for the remainder of the year, prorated according to his position change from Executive Vice President, HNI Corporation; President, Contract Furniture to President, Office Furniture,
Corporation.
21
|
| |
Economic Profit Achievement ($M) | Financial Component of Annual Incentive Compensation Award – Payout (%) |
| Less than 16.0 | 0 |
| 16.0 | 35 |
| 42.8 | 100 |
| 56.3 | 200 |
HNI Corporation. The financial component of Mr. Berger's annual incentive compensation award is based on the achievement of the economic profit goals of the Corporation's Hearth & Home Technologies.Technologies ("HHT") operating unit. The financial component of Mr. Dittmer'sTjaden's annual incentive compensation award is based on the achievement of the economic profit goals of the Corporation's Lamex operating unit. The financial component of Mr. Bullock's annual incentive compensation award for 2019 is based on achievement of economic profit goals of the Corporation's HON Company.operating unit. The Corporation considers the financial goals and achievements of these business units competitively sensitive and does not disclose them, or individual operating company results, publicly.
As for all Named Executive Officers, the financial performance goals for Messrs. Tjaden, Lorenger, Berger, Bullock, and DittmerTjaden are set aggressively and require superior performance by the officers and their corresponding business units and areas of responsibility. Nonetheless, because the Corporation and Board expect superior performance on a consistent basis, Messrs. Tjaden, Lorenger, Berger, Bullock, and DittmerTjaden are expected to achieve 100% of target over time on the financial component of their respective annual incentive compensation awards under the Annual Incentive Plan.
Individual Objectives
Each Named Executive Officer's individual objectives are based on broad strategic objectives of the Corporation or one or more businessoperating units and are defined and measured within the year. The independent Directors annually review and approve the CEO's individual objectives. The CEO annually reviews and approves the individual objectives of each other Named Executive Officer.
In 2017, each Named Executive Officer's2019, Messrs. Lorenger and Bridges' individual objectives were based on the organic sales growth targets of the Corporation and on the success of the Corporation's new product development organization initiative. Messrs. Berger and Bullock's individual objectives were based on organic sales growth targets of their respective operating units and on the Corporation or one or more businesssuccess of the Corporation's new product development organization initiative. Mr. Tjaden's individual objectives were based on the organic sales growth targets of the Corporation's HNI India and HNI Global operating units.
At year-end, the CEO evaluates Named Executive Officers' performance against their individual objectives and recommends an achievement percentage for Compensation Committee approval. Achievement percentages for individual objectives range from 0% to 125%. The independent Directors, after reviewing the CEO's self-evaluation, determine the achievement percentage of the CEO's individual objectives.
The Compensation Committee and the CEO (and with respect to the CEO, the independent Directors)directors) determined the Named Executive Officers delivered results on the stated goals resulting in attainment of individual objectives from 68%50% to 98%81%.
Long-Term Incentive
In 2017,February 2019, 75% of each Named Executive Officer's long-term incentive compensation opportunity was granted in stock options, vesting in February 2021,2023, and 25% was granted in performance-based cash awards earned over three annual performance periods.
Long-term incentive compensation is designed to focus executives on long-term value creation for shareholders measured by objective financial performance metrics and long-term stock price appreciation, and incent executives to remain with the Corporation. Long-term incentive compensation is provided through:
• annual performance-based awards with rolling three-year performance periods under the HNI CorporationCorporation's Long-Term Performance Plan; and
• annual equity grants to select executives, including all Named Executive Officers, under the 2007 Stock-Based Compensation Plan (the "2007 Stock Plan") and going forward under theCorporation's 2017 Stock-Based Compensation Plan (the "2017 Stock Plan") and together withpreviously under the Corporation's 2007 StockStock-Based Compensation Plan (together, the "Stock Plans").
The two types of long-term incentive compensation provide an appropriatea balance between emphasizing financial performance (Long-Term Performance Plan(long-term performance plan awards) and stock price performance (stock options). The Compensation Committee and the Board annually evaluate and approve the participants' target awards to ensure alignment with the Corporation's incentive compensation philosophy.
The following table below shows the total long-term incentive compensation award opportunities for each Named Executive Officer.
| | | Name | Total Long-Term Incentive Compensation Target ($) | Total Long-Term Incentive Compensation Award Target (% of Annual Base Salary at Time of Award) | Total Long-Term Incentive Compensation Target
($) | Total Long-Term Incentive Compensation Award Target
(% of Annual Base Salary at Time of Award) |
| Stan A. Askren | 3,543,240 | 300 | |
| Jeffrey D. Lorenger | | 3,012,750 | 325 |
| Marshall H. Bridges | 577,500 | 150 | 712,500 | 150 |
| Vincent P. Berger | | 623,700 | 150 |
| B. Brandon Bullock | | 375,000 | 100 |
| Kurt A. Tjaden | 660,735 | 150 | 708,000 | 150 |
| Jeffrey D. Lorenger | 981,162 | 200 | |
| Vincent P. Berger | 437,500 | 125 | |
| Jerald K. Dittmer | 983,859 | 200 | |
Stock OptionEquity Awards
Under
For 2019, under the Stock Plans, the Board grantsgranted stock options with an exercise price equal to the closing price of a share of Common Stock on the date of grant. Annual grants typically occur at the February Board meeting. The Board may grant stock options, Long-Term Performance Planequity awards or restricted stock units throughout the year for a new hire, a significant promotion or other special circumstances. The amount of income realized by an executive from an option is equal to the stock appreciation between the grant and the exercise dates, which aligns the interests of the Named Executive Officers with long-term value creation for shareholders. Stock option grants are limited to a group of executives (63(57 in 2017,2019, including all Named Executive Officers) who have the ability through their leadership and strategic actions to significantly impact the Corporation's long-term performance and, consequently, its stock price.performance. In its history, the Corporation has never re-priced stock options.
The Corporation uses the Black-Scholes option valuation method to calculate the number of options granted, which is based on the targeted dollar value of the award. All stock options cliff-vest after four years and expire ten years after the date of grant. Early termination of employment other than due to death, disability, retirement or a change in control of the Corporation results in forfeiture of unvested option awards and a reduction in the exercise period of vested option awards. This policy is designed to motivate executives to focus on long-term value creation and support retention.
The Board granted stock options to each Named Executive Officer on February 15, 2017.13, 2019. The exercise price for the stock options, which is the closing price of a share of Common Stock on the date of grant, was $46.62$39.77 per share. See the following option valuation table for additional details regarding stock option awards in 2017February 2019 for each Named Executive Officer:
|
| | |
| Name | Targeted Value of Stock Options Granted in February 2019
($)(1) | Stock Options Granted
(#) |
| Jeffrey D. Lorenger | 1,932,854 | 195,633 |
| Marshall H. Bridges | 457,108 | 46,266 |
| Vincent P. Berger | 400,140 | 40,500 |
| B. Brandon Bullock | 240,588 | 24,351 |
| Kurt A. Tjaden | 454,223 | 45,974 |
| Name | Targeted Value of Stock Options Granted in 2017 ($)(1) | Stock Options Granted (#) |
| Stan A. Askren | 2,396,340 | 166,297 |
| Marshall H. Bridges | 390,569 | 27,104 |
| Kurt A. Tjaden | 446,869 | 31,011 |
| Jeffrey D. Lorenger | 663,581 | 46,050 |
| Vincent P. Berger | 295,881 | 20,533 |
| Jerald K. Dittmer | 665,396 | 46,176 |
Notes
| |
| (1) | The Black-Scholes option value for award purposes was $15.98$11.55 and differs from the Black-Scholes option value calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation – Stock Compensation ("FASB ASC Topic 718"), for financial statement reporting purposes ($14.41)9.88). The difference between the Black-Scholes option value for award purposes and for financial statement reporting purposes results from utilizing a ten-year option life when calculating the value of an award and a six-year expected option life when reporting the value of the award under FASB ASC Topic 718. Utilization of the ten-year option life when calculating the value of an award results in fewer options granted to executives due to the higher option value produced. |
Cash Awards
Actual performance is measured each year, with one-third of the cash award earned based on economic profit achievement in each of the three years covered by the plan. Achievement for each year may range from 0% to 200% of the annual award target, with a 25% threshold level. Economic profit achievement representing a 100% payout level is established as an aggressive but achievable goal for the Corporation based on economic and competitive conditions at the time goals are established. Payout levels are expected to average approximately 100% across multiple performance periods and failure to achieve a 25% payout level or achievement of a 200% payout level will occur infrequently.
Under the Long-Term Performance Plan, economic profit is defined as after-tax operating profit less a charge for average invested capital, with cash normalized to a fixed amount for purposes of the calculation. This calculation differs from the Annual Incentive Plan to adjust for the length of each plan's performance period. For example, the impact of restructuring is included in the Long-Term Performance Plan calculation because the benefits can be captured during the plan's three-year performance period, but is excluded from the Annual Incentive Plan because the benefits are realized outside the one-year performance period.
The 2017-20192019-2021 Plan award covers a three-year performance period (2017, 2018(2019, 2020 and 2019)2021). The Compensation Committee recommended, and the Board approved, the economic profit goals for each year in the performance period in February 2017.2019. No portion of the award will be paid out until the first quarter of 2020,2022, and a Named Executive Officer must remain continuously employed by the Corporation (other than leaving employment as a result of death, disability, retirement or in connection with a change in control of the Corporation) through the last day of fiscal year 20192021 to receive a payout.
Economic profit achieved by the Corporation in 20172019 was measured against (i) the performance goal for the first year of the 2017-20192019-2021 Plan, (ii) the performance goal for the second year of the Long-Term Performance Plan for 2016-20182018-2020 (the "2016-2018"2018-2020 Plan") and (iii) the final year of the Long-Term Performance Plan for 2015-20172017-2019 (the "2015-2017"2017-2019 Plan"). For 2017,2019, the Corporation's economic profit was:
$42.5 million as calculated under the 2019-2021 Plan, resulting in an earned award of 83% for 2019;
($24.1)$41.9 million as calculated under the 2018-2020 Plan, resulting in an earned award of 38% for 2019; and
$29.1 million as calculated under the 2017-2019 Plan, resulting in an earned award of 0% for 2017;
($25.1) million under the 2016-2018 Plan, resulting in an earned award of 0% for 2017; and
($25.1) million under the 2015-2017 Plan, resulting in an earned award of 0% for 2017.
2019
The difference between the economic profit for 20172019 under the three plans is attributable to the use of a different weighted average cost of capital assumption (as one targettax rate (the 2017-2019 plan was set in 2015, one was set in 2016prior to the enactment of the Tax Cut and the other inJobs Act of 2017) and, the treatment of the economic profit impact of an acquisition.acquisition, and use of different normalized cash levels. A discussion of the 2015-20172017-2019 and 2016-20182018-2020 Plans was contained in the 2018 and 2019 Proxy Statement for the 2016 Annual Meeting and the 2017 Annual Meeting,Statements, respectively. The following table represents the Economic Profiteconomic profit targets set for the 20172019 year under the three plans.
| 2017 Economic Profit Matrix | |
| | | |
| | 2019 Economic Profit Matrix | | 2019 Economic Profit Matrix |
| Payout % | 2017-2019 Plan ($M) | 2016-2018 Plan ($M) | 2015-2017 Plan ($M) | 2019-2021 Plan
($M) | 2018-2020 Plan
($M) | 2017-2019 Plan
($M) |
| 25% | 25 | 45 | 58 | 15.0 | 37.6 | 82.2 |
| 100% | 45 | 69 | 91 | 50.6 | 61.8 | 114.8 |
| 200% | 71 | 84 | 130 | 57.0 | 91.6 | 129.5 |
The economic profit target and payouts for 20172019 differ between the 2017-20192019-2021 Plan, the 2016-20182018-2020 Plan, and the 2015-20172017-2019 Plan as a result of the Compensation Committee recommending, and the Board approving, an economic profit target for each year in a Long-Term Performance Plan at the beginning of the Long-Term Performance Plan (e.g., the 20172019 economic profit target under the 2015-20172017-2019 Plan was set in February 2015)2017). The differences in target value result primarily from changing assumptions on national and global economic performance as well as an additional year of actual performance for the Corporation.
The Named Executive Officers earned the following amounts under the Long-Term Performance Plan based on 20172019 performance:
| Name | Long-Term Performance Plan | Target Award for 2017 Performance Period ($) | Actual 2017 Performance Period Achievement (%) | Award Earned for 2017 Performance Period Achievement ($) |
| Stan A. Askren | 2017-2019 | 295,270 | 0 | — |
| 2016-2018 | 283,913 | 0 | — |
| 2015-2017 | 271,688 | 0 | — |
| Total | 850,871 | 0 | — |
| Marshall H. Bridges | 2017-2019 | 48,125 | 0 | — |
| 2016-2018 | 33,124 | 0 | — |
| 2015-2017 | 31,850 | 0 | — |
| Total | 113,099 | 0 | — |
| Kurt A. Tjaden | 2017-2019 | 55,061 | 0 | — |
| 2016-2018 | 52,944 | 0 | — |
| 2015-2017 | 50,907 | 0 | — |
| Total | 158,912 | 0 | — |
| Jeffrey D. Lorenger | 2017-2019 | 81,764 | 0 | — |
| 2016-2018 | 77,870 | 0 | — |
| 2015-2017 | 65,202 | 0 | — |
| Total | 224,836 | 0 | — |
| Vincent P. Berger | 2017-2019 | 36,458 | 0 | — |
| 2016-2018 | 37,500 | 0 | — |
| 2015-2017 | 37,500 | 0 | — |
| Total | 111,458 | 0 | — |
| Jerald K. Dittmer | 2017-2019 | 81,988 | 0 | — |
| 2016-2018 | 79,292 | 0 | — |
| 2015-2017 | 66,777 | 0 | — |
| Total | 228,057 | 0 | — |
|
| | | | |
| Name | Long-Term Performance Plan | Target Award for 2019
Performance Period
($) | Actual 2019
Performance Period
Achievement
(%) | Award Earned for 2019
Performance Period
Achievement
($) |
| Jeffrey D. Lorenger | 2019-2021 | 251,063 | 83 | 208,382 |
| 2018-2020 | 193,750 | 38 | 73,625 |
| 2017-2019 | 81,764 | 0 | — |
| Total | 526,577 |
| 282,007 |
| Marshall H. Bridges | 2019-2021 | 59,375 | 83 | 49,281 |
| 2018-2020 | 55,350 | 38 | 21,033 |
| 2017-2019 | 48,125 | 0 | — |
| Total | 162,850 |
| 70,314 |
| Vincent P. Berger | 2019-2021 | 51,975 | 83 | 43,139 |
| 2018-2020 | 48,125 | 38 | 18,288 |
| 2017-2019 | 36,458 | 0 | — |
| Total | 136,558 |
| 61,427 |
| B. Brandon Bullock | 2019-2021 | 31,250 | 83 | 25,938 |
| Total | 31,250 |
| 25,938 |
| Kurt A. Tjaden | 2019-2021 | 59,000 | 83 | 48,970 |
| 2018-2020 | 57,000 | 38 | 21,660 |
| 2017-2019 | 55,061 | 0 | — |
| Total | 171,061 |
| 70,630 |
4. Additional Compensation Programs and Policies
The descriptions below summarize other compensation and retirement plans in which Named Executive Officers are eligible to participate. These plans do not change significantly from year to year, and other than participation in the Supplemental Income Plan ("SIP"), do not involve annual compensation decisions by the Compensation Committee or the Board.
Supplemental Income PlanSay on Pay Vote Results
At the 2019 Annual Meeting, over 97% of the advisory votes cast by shareholders were in favor of the compensation program for Named Executive Officers. The Compensation Committee carefully considers say on pay votes in setting the compensation of Named Executive Officers.
Even with the significant support from shareholders on say on pay votes, the Corporation continues to engage with shareholders to discuss their views of the executive compensation program. In addition to the annual shareholder engagement process, the Compensation Committee also engaged an independent compensation consulting firm, Exequity LLP, to assist with a thorough review of the Corporation's executive compensation policies and programs. The purpose of this review was to benchmark the Corporation's design versus market practice, evaluate current programs with respect to trends and corporate governance best practices, and identity ways, if any, to strengthen shareholder alignment.
Compensation Program Changes for 2020
The SIP provides a benefitBoard, Compensation Committee, and Corporation made significant changes to the plan's participants,executive compensation program for 2020 (as described in the following table).
|
| | |
| Topic | Action | Rationale |
| Long-Term Incentive Plan | The current long-term performance cash plan will be replaced with Performance Share Units ("PSUs") granted under the Stock Based Compensation Plan. Performance will be measured against a 3-year cumulative Economic Profit goal.
| The change in long-term incentive vehicles emphasizes shareholder alignment, strengthens retention of executives, and is supported by market practice. The weighting increase to 50% performance awards and payment of dividends on earned equity awards further aligns the interests of executives with the interests of shareholders. |
The Corporation will move away from granting Stock Options and will grant time-based Restricted Stock Units ("RSUs").
|
Long-Term Incentives granted to all executives, including the Named Executive Officers, will be split 50% PSUs and 50% RSUs, resulting in 50% of the award now being performance based.
|
PSUs and RSUs will accrue and pay dividends at the time earned shares are distributed to participants.
|
| Annual Incentive Plan | The financial portion (80%) of the Annual Incentive Plan award will be measured against EBIT goals.
| The use of EBIT continues to align with strategic objectives by motivating and incenting profitable growth, is highly correlated to short and long-term shareholder value creation and aligns with peer group practices. |
| Peer Group | The peer group will be revised to remove Carlisle Companies Incorporated and Snap-On Incorporated, and add ACCO Brands and Hillenbrand. | These changes further align the Corporation to its peer group when evaluating revenue size and market cap. |
Compensation Program Changes in 2019
The Board, Compensation Committee and Corporation did not make any structural changes to the executive compensation programs in 2019.
2. Executive Compensation Objectives and Governance
Philosophy and Objective
The Corporation's Board believes in aligning the compensation of the Corporation's leadership with creating long-term value for shareholders and other important stakeholders, including members and customers. Governance of the executive compensation program, including hands-on involvement of the Compensation Committee, is guided by this principle.
Pay for Performance
The executive compensation program for 2019 highlights the Corporation's pay for performance philosophy, with a large majority of each senior executive's compensation tied to the achievement of long-term value creation, awarded through performance-based annual and long-term awards and stock options.
The Corporation believes economic profit is a strong indicator of long-term shareholder value creation and in 2019 used economic profit to measure financial performance goal achievement under the annual and long-term incentive plans. Economic profit is defined as after-tax operating profit less a charge for average invested capital. Economic profit promotes the simultaneous optimization of growth, earnings and capital efficiency.
Pay Mix
For 2019, the target compensation mix for the CEO and other Named Executive Officers is shown below. Approximately 82% of CEO compensation and 68% of all other Named Executive Officers compensation is considered variable based on achieving financial and strategic objectives.
Compensation Committee and Independent Directors
The Compensation Committee is responsible for the oversight of the Corporation's executive compensation programs. The Compensation Committee reviews and recommends to the Board for approval by the independent Directors all elements of the CEO's compensation. For the other Named Executive Officers, the Compensation Committee considers recommendations from the CEO and approves all elements of compensation except equity grants, which the Compensation Committee recommends for approval by the independent directors.
The Corporation's Member and Community Relations Department, Office of the General Counsel, and Finance Department support the Compensation Committee and the Board in a variety of ways related to executive compensation, including conducting executive compensation benchmarking, preparing compensation-related materials and providing updates on corporate governance laws and best practices.
The Compensation Committee occasionally retains outside compensation consultants to provide recommendations for structuring and designing the Corporation's executive compensation program, selecting a peer group for benchmarking, and establishing competitive incentive award targets. The Compensation Committee engaged Frederic W. Cook & Co., Inc. (“FW Cook”) to serve as the compensation consultant in 2019 to review CEO compensation. The Compensation Committee determined, based on an analysis of relevant factors including those required by the SEC, FW Cook did not have a conflict of interest in providing services to the Compensation Committee. The Compensation Committee also engaged Exequity, LLP in 2019 to review the executive compensation incentive programs. The Compensation Committee determined, based on an analysis of relevant factors including those required by the SEC, Exequity did not have a conflict of interest in providing services to the Compensation Committee.
Benchmarking with Market Data
CEO Benchmarking
The Compensation Committee compares CEO compensation to the below-listed peer companies. The Compensation Committee includes companies in similar industries or with a similar level of business complexity, manufacturing approach, or go-to-market structure with whom we may compete for talent. Additionally, the Compensation Committee considers the relative size of the companies, including market capitalization and net sales, business models featuring decentralized operating units, and employee headcount. The Compensation Committee maintained the same peer group used in 2018 for 2019.
|
| | |
| Peer Group |
| A.O. Smith Corporation | | Knoll Inc. |
| Actuant Corporation | | Leggett & Platt, Incorporated |
| Armstrong World Industries, Inc. | | Lennox International Inc. |
| Briggs & Stratton Corporation | | Lincoln Electric Holdings Inc. |
| Carlisle Companies Incorporated | | Regal Beloit Corporation |
| Donaldson Company, Inc. | | Snap-On Incorporated |
| Herman Miller, Inc. | | Steelcase Inc. |
| Kennametal Inc. | | Valmont Industries |
At the direction of the Compensation Committee, FW Cook conducted a comprehensive compensation analysis for chief executive officers of peer group companies ("CEO Compensation Review") in 2017. The Compensation Committee utilized the CEO Compensation Review to establish the elements and targets of Mr. Lorenger's compensation as CEO in early 2019. In late 2019, FW Cook conducted a new comprehensive compensation analysis for the chief executive officers of peer group companies, which will be used in setting CEO compensation in early 2020.
Market Data for Other Named Executive Officers
The Compensation Committee annually assesses base salary and annual and long-term incentive compensation data compiled from commercially available compensation survey reports published by Willis Towers Watson and Mercer Human Resource Consulting (collectively, the "Survey Reports").
In 2019, the Compensation Committee followed its regular process of using the Survey Reports in reviewing the elements and targets of the Named Executive Officers' compensation (except the CEO), considering the responsibilities and capabilities of each executive officer.
3. Executive Compensation Elements
Base Salary
For 2019, the base salary for each Named Executive Officer was appropriately indexed from the market median for the relevant position. Actual base salaries may be higher or lower than the market median based on the following factors, which are considered annually by the Compensation Committee (and independent directors in the case of the CEO's base salary) when determining changes in base salary:
• demonstrated growth, development and advancement;
• individual performance and competency; and
• value of experience both in service to the Corporation and other experience.
The Compensation Committee conducts the CEO's annual base salary review at the February Board meeting and all independent directors participate with the Compensation Committee in this review. For other executive officers, the Compensation Committee normally approves base salary changes annually at the Board meeting prior to the anniversary date of each officer's appointment.
Based on a combination of performance, personal growth and market factors, the Compensation Committee (and with respect to the CEO's base salary, the independent directors) awarded the following base salaries:
|
| | | | |
| Name | 2018 Annual Base Salary
($) | 2019 Annual Base Salary
($) | Increase
($) | Increase
(%) |
| Jeffrey D. Lorenger | 900,000 | 927,000 | 27,000 | 3.0 |
| Marshall H. Bridges | 442,800 | 475,000 | 32,200 | 7.3 |
| Vincent P. Berger | 415,800 | 433,700 | 17,900 | 4.3 |
| B. Brandon Bullock | 375,000 | 391,900 | 16,900 | 4.5 |
| Kurt A. Tjaden | 472,000 | 486,160 | 14,160 | 3.0 |
The increases awarded to Messrs. Lorenger and Tjaden were generally consistent with the average increase for members across the Corporation. The increases awarded to Messrs. Bridges, Berger, and Bullock were slightly above the Corporation's average increase as a result of their continued growth and development and further alignment with market median.
Annual Incentive
The Named Executive Officers are eligible for annual incentive compensation under the Annual Incentive Plan. The Annual Incentive Plan design encourages focus by the Named Executive Officers equal to amounts the participants would have received hadon both annual financial achievements and individual objectives aligned with the Corporation's qualified plan and cash profit-sharing benefits not been subjectstrategic plan.
For 2019, key features of the Annual Incentive Plan were:
|
| | | | |
| Award Target as a % of Base Salary | | Basis of Award Achievement |
| President and CEO | 110% | | Achievement of Financial Goals | 80% |
| Other Named Executive Officers | 75% | | Attainment of Individual Objectives | 20% |
The CEO's annual incentive compensation award target is a greater percentage of base salary than the targets for the other Named Executive Officers because the CEO has the greatest potential impact on the Corporation’s annual performance.
The awards are paid in February following the year in which they are earned. Termination of employment other than due to statutory compensation caps, except no income attributabledeath, disability, retirement or a change in control of the Corporation prior to the Long-Termend of the year in which an award is earned results in loss of outstanding awards. The awards are paid in cash unless the executive requests and the Compensation Committee approves taking all or part of the payment in the form of Common Stock or the Compensation Committee determines the executive's stock ownership does not reflect appropriate progress toward the executive's ownership guideline.
Under the Annual Incentive Plan, the Corporation achieved economic profit of $37.3 million in 2019. The following table sets forth aggregate payouts under the Annual Incentive Plan for each Named Executive Officer for 2019:
|
| | | | | |
| Name | Annual Incentive Compensation Award Target
($) | Actual Award Payout Attributable to Financial Goals
($) | Actual Award Payout Attributable to Individual Objectives
($) | Total Payout
($) | Actual Payout as % of Target
(%) |
| Jeffrey D. Lorenger | 1,019,700 | 709,711 | 161,113 | 870,824 | 85 |
| Marshall H. Bridges | 356,250 | 247,950 | 56,288 | 304,238 | 85 |
| Vincent P. Berger | 325,275 | 234,198 | 32,528 | 266,726 | 82 |
| B. Brandon Bullock | 293,925 | 216,329 | 29,393 | 245,722 | 84 |
| Kurt A. Tjaden | 364,620 | 186,685 | 59,068 | 245,753 | 67 |
Each Named Executive Officer received the 2019 Annual Incentive Plan award payout in cash.
Financial Performance Plan is considered. Goals
The SIP is available to select executives,Compensation Committee uses the annual financial plan, approved by the Board who consistently earn income above compensation capsin February, to establish economic profit goals for the Corporation and financial goals for each core business unit. Economic profit goals are based on strategic opportunities
with consideration of current market conditions (e.g., strength of the housing market, global economy or corporate earnings) and business opportunities (e.g., launch of new product line or integration of recently acquired business).
Payout ranges are set between 0% and 200% of the economic profit target with an achievement threshold of 35% to receive a minimum payout. Payout levels are expected to be between 80% and 120% of target in most years and average approximately 100% of target over time. The Compensation Committee establishes the target level of economic profit as an aggressive but achievable goal for the Corporation as a whole or any business unit based on economic and competitive conditions at the time goals are established.
Messrs. Lorenger and Bridges are eligible for awards based on the qualified plan (i.e., 401(k) plan)financial performance of the Corporation while Messrs. Berger, Bullock, and cash profit-sharing benefits.Tjaden are eligible for awards based on the financial performance of each executive's individual area of responsibility (one or more business units). This structure aligns executives' interests with the financial performance of their relevant areas of responsibility.
For 2019, the economic profit goal for the Corporation was $42.8 million, and actual economic profit achievement was $37.3 million, resulting in 87% payout. The 2017 statutoryfinancial component of Messrs. Lorenger and Bridges' annual incentive compensation limitaward is based on the achievement of the economic profit goals of HNI Corporation.
|
| |
Economic Profit Achievement ($M) | Financial Component of Annual Incentive Compensation Award – Payout (%) |
| Less than 16.0 | 0 |
| 16.0 | 35 |
| 42.8 | 100 |
| 56.3 | 200 |
The financial component of Mr. Berger's annual incentive compensation award is based on the achievement of the economic profit goals of the Corporation's Hearth & Home Technologies ("HHT") operating unit. The financial component of Mr. Tjaden's annual incentive compensation award is based on achievement of economic profit goals of the Corporation's Lamex operating unit. The financial component of Mr. Bullock's annual incentive compensation award for qualified plan2019 is based on achievement of economic profit goals of the Corporation's HON operating unit. The Corporation considers the financial goals and cash profit-sharing benefits was $270,000. Anyachievements of these business units competitively sensitive and does not disclose them, or individual operating company results, publicly.
As for all Named Executive Officers, the financial performance goals for Messrs. Berger, Bullock, and Tjaden are set aggressively and require superior performance by the officers and their corresponding business units and areas of responsibility. Nonetheless, because the Corporation and Board expect superior performance on a consistent basis, Messrs. Berger, Bullock, and Tjaden are expected to achieve 100% of target over time on the financial component of their respective annual incentive compensation in excess is excluded fromawards under the eligible earnings used to calculate benefits.Annual Incentive Plan.
Individual Objectives
Each Named Executive Officer's individual objectives are based on broad strategic objectives of the Corporation or one or more operating units and are defined and measured within the year. The independent Directors annually review and approve the CEO's individual objectives. The CEO annually reviews and approves the individual objectives of each other Named Executive Officer.
In 2017,2019, Messrs. Lorenger and Bridges' individual objectives were based on the organic sales growth targets of the Corporation and on the success of the Corporation's new product development organization initiative. Messrs. Berger and Bullock's individual objectives were based on organic sales growth targets of their respective operating units and on the success of the Corporation's new product development organization initiative. Mr. Tjaden's individual objectives were based on the organic sales growth targets of the Corporation's HNI India and HNI Global operating units.
At year-end, the CEO evaluates Named Executive Officers' performance against their individual objectives and recommends an achievement percentage for Compensation Committee approval. Achievement percentages for individual objectives range from 0% to 125%. The independent Directors, after reviewing the CEO's self-evaluation, determine the achievement percentage of the CEO's individual objectives.
The Compensation Committee and the CEO (and with respect to the CEO, the independent directors) determined all SIP benefits would bethe Named Executive Officers delivered results on the stated goals resulting in the formattainment of sharesindividual objectives from 50% to 81%.
Long-Term Incentive
In February 2019, 75% of Common Stock. The SIP shares cannot be transferred while the participanteach Named Executive Officer's long-term incentive compensation opportunity was granted in stock options, vesting in February 2023, and 25% was granted in performance-based cash awards earned over three annual performance periods.
Long-term incentive compensation is employeddesigned to focus executives on long-term value creation for shareholders measured by objective financial performance metrics and long-term stock price appreciation, and incent executives to remain with the Corporation. Long-term incentive compensation is provided through:
• annual performance-based awards with rolling three-year performance periods under the Corporation's Long-Term Performance Plan; and
• annual equity grants to select executives, including all Named Executive Officers, under the Corporation's 2017 Stock-Based Compensation Plan (the "2017 Stock Plan") and previously under the Corporation's 2007 Stock-Based Compensation Plan (together, the "Stock Plans").
The numbertwo types of shares of Commonlong-term incentive compensation provide a balance between emphasizing financial performance (long-term performance plan awards) and stock price performance (stock options). The Compensation Committee and the Board annually evaluate and approve the participants' target awards to ensure alignment with the Corporation's incentive compensation philosophy.
The following table shows the total long-term incentive compensation award opportunities for each Named Executive Officer.
|
| | |
| Name | Total Long-Term Incentive Compensation Target
($) | Total Long-Term Incentive Compensation Award Target
(% of Annual Base Salary at Time of Award) |
| Jeffrey D. Lorenger | 3,012,750 | 325 |
| Marshall H. Bridges | 712,500 | 150 |
| Vincent P. Berger | 623,700 | 150 |
| B. Brandon Bullock | 375,000 | 100 |
| Kurt A. Tjaden | 708,000 | 150 |
Equity Awards
For 2019, under the Stock is calculated by dividingPlans, the amount of the benefit byBoard granted stock options with an exercise price equal to the closing price of a share of Common Stock on the date of grant. Annual grants typically occur at the benefitFebruary Board meeting. The Board may grant equity awards throughout the year for a new hire, a significant promotion or other special circumstances. The amount of income realized by an executive from an option is paid, with cash payable in lieu of a fractional share. Participation inequal to the SIP is provided to assure overall competitivenessstock appreciation between the grant and the exercise dates, which aligns the interests of the executive compensation program.
Deferred Compensation Plan
Executives eligible for compensation under the Annual Incentive Plan, which includeexecutives (57 in 2019, including all Named Executive Officers, are eligibleOfficers) who have the ability through their leadership and strategic actions to participate insignificantly impact the HNICorporation's long-term performance. In its history, the Corporation Executive Deferred Compensation Plan ("Deferred Plan"). has never re-priced stock options.
The Deferred Plan allows executivesCorporation uses the Black-Scholes option valuation method to voluntarily defer base salary, Annual Incentive Plan awards, Long-Term Performance Plan awards, SIP benefits and other amounts. Amounts can be deferred to a cash account earning interest at a rate set each year at 1% abovecalculate the prime interest rate or to a notional stock account in the formnumber of nonvoting share units fluctuating in valueoptions granted, which is based on the price increase or decrease of Common Stock and earning dividends distributed to all shareholders. The dividends are automatically reinvested for each participant to acquire additional nonvoting share units. For any cash compensation deferred to the notional stock account, the number of nonvoting share units is determined by dividing the amounttargeted dollar value of the compensation byaward. All stock options cliff-vest after four years and expire ten years after the fair marketdate of grant. Early termination of employment other than due to death, disability, retirement or a change in control of the Corporation results in forfeiture of unvested option awards and a reduction in the exercise period of vested option awards. This policy is designed to motivate executives to focus on long-term value creation and support retention. The Board granted stock options to each Named Executive Officer on February 13, 2019. The exercise price for the stock options, which is the closing price of a share of Common Stock on the date of grant, was $39.77 per share. See the compensation would have otherwise been paid. Each participant elects,following option valuation table for additional details regarding stock option awards in February 2019 for each Named Executive Officer:
|
| | |
| Name | Targeted Value of Stock Options Granted in February 2019
($)(1) | Stock Options Granted
(#) |
| Jeffrey D. Lorenger | 1,932,854 | 195,633 |
| Marshall H. Bridges | 457,108 | 46,266 |
| Vincent P. Berger | 400,140 | 40,500 |
| B. Brandon Bullock | 240,588 | 24,351 |
| Kurt A. Tjaden | 454,223 | 45,974 |
Notes
| |
| (1) | The Black-Scholes option value for award purposes was $11.55 and differs from the Black-Scholes option value calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation – Stock Compensation ("FASB ASC Topic 718"), for financial statement reporting purposes ($9.88). The difference between the Black-Scholes option value for award purposes and for financial statement reporting purposes results from utilizing a ten-year option life when calculating the value of an award and a six-year expected option life when reporting the value of the award under FASB ASC Topic 718. Utilization of the ten-year option life when calculating the value of an award results in fewer options granted to executives due to the higher option value produced. |
Cash Awards
Actual performance is measured each year, with one-third of the cash award earned based on economic profit achievement in each of the three years covered by the plan. Achievement for each year may range from 0% to 200% of the annual award target, with a 25% threshold level. Economic profit achievement representing a 100% payout level is established as an annual basis,aggressive but achievable goal for the date or datesCorporation based on economic and competitive conditions at the time goals are established.
Under the Long-Term Performance Plan, economic profit is defined as after-tax operating profit less a charge for average invested capital, with cash normalized to a fixed amount for purposes of distribution (i.e.,the calculation. This calculation differs from the Annual Incentive Plan to adjust for the length of each plan's performance period. For example, the impact of restructuring is included in the Long-Term Performance Plan calculation because the benefits can be captured during the plan's three-year performance period, but is excluded from the Annual Incentive Plan because the benefits are realized outside the one-year performance period.
The 2019-2021 Plan award covers a participant can electthree-year performance period (2019, 2020 and 2021). The Compensation Committee recommended, and the Board approved, the economic profit goals for each year in the performance period in February 2019. No portion of the award will be paid out until the first quarter of 2022, and a lump-sum distribution or distribution via annual installments not to exceed 15) of any deferred amounts. During 2017, Mr. Askren was the only Named Executive Officer who participatedmust remain continuously employed by the Corporation (other than leaving employment as a result of death, disability, retirement or in connection with a change in control of the Corporation) through the last day of fiscal year 2021 to receive a payout.
Economic profit achieved by the Corporation in 2019 was measured against (i) the performance goal for the first year of the 2019-2021 Plan, (ii) the performance goal for the second year of the Long-Term Performance Plan for 2018-2020 (the "2018-2020 Plan") and (iii) the final year of the Long-Term Performance Plan for 2017-2019 (the "2017-2019 Plan"). For 2019, the Corporation's economic profit was:
$42.5 million as calculated under the 2019-2021 Plan, resulting in an earned award of 83% for 2019;
$41.9 million as calculated under the 2018-2020 Plan, resulting in an earned award of 38% for 2019; and
$29.1 million as calculated under the 2017-2019 Plan, resulting in an earned award of 0% for 2019
The difference between the economic profit for 2019 under the three plans is attributable to the use of a different tax rate (the 2017-2019 plan was set prior to the enactment of the Tax Cut and Jobs Act of 2017), the treatment of the economic profit impact of an acquisition, and use of different normalized cash levels. A discussion of the 2017-2019 and 2018-2020 Plans was contained in the Deferred Plan.2018 and 2019 Proxy Statements, respectively. The following table represents the economic profit targets set for the 2019 year under the three plans.
|
| | | |
| 2019 Economic Profit Matrix |
| Payout % | 2019-2021 Plan
($M) | 2018-2020 Plan
($M) | 2017-2019 Plan
($M) |
| 25% | 15.0 | 37.6 | 82.2 |
| 100% | 50.6 | 61.8 | 114.8 |
| 200% | 57.0 | 91.6 | 129.5 |
Profit-Sharing RetirementThe economic profit target and payouts for 2019 differ between the 2019-2021 Plan,
Each Named Executive Officer participates 2018-2020 Plan, and the 2017-2019 Plan as a result of the Compensation Committee recommending, and the Board approving, an economic profit target for each year in a Long-Term Performance Plan at the HNI Corporation Profit-Sharing Retirementbeginning of the Long-Term Performance Plan (the "Retirement Plan")(e.g., a defined contribution plan generally available to all members. Members are eligible to make voluntary contributions immediately upon hire. Onethe 2019 economic profit target under the 2017-2019 Plan was set in February 2017). The differences in target value result primarily from changing assumptions on national and global economic performance as well as an additional year of service is typically required to be eligibleactual performance for employer contributions. Each Named Executive Officer is eligible for employer contributions. These contributions are reflected in the "All Other Compensation" column of the Summary Compensation Table.Corporation.
Cash Profit-Sharing
Each Named Executive Officer is eligible for distributions under the Corporation's cash profit-sharing program. Cash profit-sharing is paid based on the profitability of a member's business unit. Members are generally eligible to participate after completion of one year of continuous service. Cash profit-sharing amounts paid to the Named Executive Officers are reflected in the "Bonus" column of the Summary Compensation Table.
Change in Control, Post-Employment and Other Events
The Named Executive Officers and a few other key executives have a Change In Control Employment Agreement ("CIC Agreement") withearned the Corporation. Upon a change in control, retirement, death or disability, certain awards grantedfollowing amounts under the Annual Incentive Plan, the Long-Term Performance Plan and the Stock Plans vest or are payable and are not conditionedbased on a termination of employment. See "Potential Payments Upon Termination or Change in Control" for a discussion of these items.2019 performance:
|
| | | | |
| Name | Long-Term Performance Plan | Target Award for 2019
Performance Period
($) | Actual 2019
Performance Period
Achievement
(%) | Award Earned for 2019
Performance Period
Achievement
($) |
| Jeffrey D. Lorenger | 2019-2021 | 251,063 | 83 | 208,382 |
| 2018-2020 | 193,750 | 38 | 73,625 |
| 2017-2019 | 81,764 | 0 | — |
| Total | 526,577 |
| 282,007 |
| Marshall H. Bridges | 2019-2021 | 59,375 | 83 | 49,281 |
| 2018-2020 | 55,350 | 38 | 21,033 |
| 2017-2019 | 48,125 | 0 | — |
| Total | 162,850 |
| 70,314 |
| Vincent P. Berger | 2019-2021 | 51,975 | 83 | 43,139 |
| 2018-2020 | 48,125 | 38 | 18,288 |
| 2017-2019 | 36,458 | 0 | — |
| Total | 136,558 |
| 61,427 |
| B. Brandon Bullock | 2019-2021 | 31,250 | 83 | 25,938 |
| Total | 31,250 |
| 25,938 |
| Kurt A. Tjaden | 2019-2021 | 59,000 | 83 | 48,970 |
| 2018-2020 | 57,000 | 38 | 21,660 |
| 2017-2019 | 55,061 | 0 | — |
| Total | 171,061 |
| 70,630 |
Consistent with its longstanding culture, the Corporation does4. Additional Compensation Programs and Policies
The descriptions below summarize other compensation and retirement plans in which Named Executive Officers are eligible to participate. These plans do not provide executives with any special or unique perquisites, for example company cars or club memberships. Relocation assistance is providedchange significantly from year to executives under a relocation program broadly available for members transferred within the Corporationyear, and newly-hired professional members. Executives participateother than participation in the same health, retirement, profit-sharing, disability and life insurance programs and member stock purchase plan as other members.
Anti-Hedging Policy
The Corporation's policy prohibits officers (including the Named Executive Officers) or Directors from hedging their ownership of the Corporation's Common Stock (including prepaid variable forwards, equity swaps, collars and exchange funds)Supplemental Income Plan ("SIP"), engaging in short sales or purchasing put or call options, pledging shares of the Corporation's Common Stock, holding shares in a margin account or engaging in short-term transactions. This policy is designed to ensure alignment of officers and Directors with shareholders and requires them to bear the full economic risk of share ownership.
Executive Stock Ownership Guideline
The Board has adopted an Executive Stock Ownership Guideline based on the belief key executives should have a significant ownership interest in the Corporation's stock. Under the guideline, ownership levels are provided for executives to acquire and hold a recommended ownership interest in the Corporation's stock based on their position anddo not involve annual compensation level. The guideline is intended to align the interests of key executives with shareholder interests. The guideline ownership levels in effect for 2017 are shown below:
Position | $ Value of Shares |
Chairman of the Board, President and CEO | 5.0 x Base Salary |
Operating Company (Unit) Presidents, Chief Financial Officer, and Executive and Senior Vice Presidents | 3.0 x Base Salary |
Other Officers | 2.0 x Base Salary |
Executives are encouraged to reach their respective stock ownership level within five years of the date the individual assumes an executive position covereddecisions by the guideline. The Compensation Committee annually reviews each executive's progress toward the goal. The Compensation Committee can specify a percentage of the executive's annual incentive compensation be paid in shares of Common Stock if it determines an executive is not achieving appropriate progress toward the goal. The guideline credits executives with vested, in-the-money options held by executives under the Corporation's compensation plans. As of the end of 2017, each Named Executive Officer was in compliance with the Corporation's stock ownership guideline.
Executive Compensation Clawback
If financial results are significantly restated due to fraud or intentional misconduct, the Board will review any performance-based compensation paid to executive officers who are found to be personally responsible for the fraud or intentional misconduct leading to the restatement and may, to the extent permitted by law, seek repayment of amounts paid in excess of amounts based on restated financial results.
Tax Deductibility of Executive Compensation
The Corporation typically seeks to maximize the tax deductibility of components of executive compensation where appropriate. Section 162(m) of the Internal Revenue Code generally limits the ability of public companies to deduct compensation in excess of $1,000,000 paid annually to certain executive officers. Section 162(m) exempts qualifying performance-based compensation from this limit with respect to taxable years beginning on or before December 31, 2017 and payable pursuant to a binding written agreement in effect on November 2, 2017. Accordingly, the portion of the 2017 Annual Incentive Plan award linked to financial performance and any Long-Term Performance Plan and stock option awards complied with the exception to Section 162(m) and were not considered in determining the $1,000,000 limit. In 2017, a portion of Mr. Askren’s compensation exceeded the Section 162(m) limit and was not deductible by the Corporation. In 2018, the Compensation Committee will be reviewingor the Tax Cuts and Jobs Act signed into law on December 22, 2017, which repealed the exemption from 162(m)'s deduction limit for performance-based compensation, and the Act's application and impact, if any, on HNI's compensation programs.Board.
Impact of Prior Compensation in Setting Elements of Compensation
Prior compensation of the Named Executive Officers does not generally impact how elements of current compensation are set. The independent Directors and the Compensation Committee believe the competitive environment mandates current total compensation be sufficient to attract, motivate and retain top management. The Compensation Committee analyzes outstanding equity grants, outstanding Annual Incentive Plan and Long-Term Performance Plan awards and ownership of Common Stock for each Named Executive Officer to ensure future stock equity grants, Annual Incentive Plan and Long-Term Performance Plan awards, CIC Agreements and other benefits provide appropriate and relevant incentives to the executives. Based on the current analysis, the Compensation Committee believes prior compensation will not impact the ongoing effectiveness of the compensation objectives.
Say on Pay Vote Results
At the 20172019 Annual Meeting, over 97% of the advisory votes cast by shareholders were in favor of the compensation program for Named Executive Officers. The Compensation Committee carefully considered priorconsiders say on pay votes in setting the 2017 compensation of Named Executive Officers.
Even with the significant support from shareholders on say on pay votes, the Corporation continues to engage with shareholders to discuss their views of the executive compensation program. In addition to the annual shareholder engagement process, the Compensation Committee also engaged an independent compensation consulting firm, Exequity LLP, to assist with a thorough review of the Corporation's executive compensation policies and programs. The purpose of this review was to benchmark the Corporation's design versus market practice, evaluate current programs with respect to trends and corporate governance best practices, and identity ways, if any, to strengthen shareholder alignment.
Compensation Program Changes for 2020
The Board, Compensation Committee, and Corporation made significant changes to the executive compensation program for 2020 (as described in the following table).
|
| | |
| Topic | Action | Rationale |
| Long-Term Incentive Plan | The current long-term performance cash plan will be replaced with Performance Share Units ("PSUs") granted under the Stock Based Compensation Plan. Performance will be measured against a 3-year cumulative Economic Profit goal.
| The change in long-term incentive vehicles emphasizes shareholder alignment, strengthens retention of executives, and is supported by market practice. The weighting increase to 50% performance awards and payment of dividends on earned equity awards further aligns the interests of executives with the interests of shareholders. |
The Corporation will move away from granting Stock Options and will grant time-based Restricted Stock Units ("RSUs").
|
Long-Term Incentives granted to all executives, including the Named Executive Officers, will be split 50% PSUs and 50% RSUs, resulting in 50% of the award now being performance based.
|
PSUs and RSUs will accrue and pay dividends at the time earned shares are distributed to participants.
|
| Annual Incentive Plan | The financial portion (80%) of the Annual Incentive Plan award will be measured against EBIT goals.
| The use of EBIT continues to align with strategic objectives by motivating and incenting profitable growth, is highly correlated to short and long-term shareholder value creation and aligns with peer group practices. |
| Peer Group | The peer group will be revised to remove Carlisle Companies Incorporated and Snap-On Incorporated, and add ACCO Brands and Hillenbrand. | These changes further align the Corporation to its peer group when evaluating revenue size and market cap. |
Compensation Program Changes in 2019
The Board, Compensation Committee and Corporation did not make any structural changes to the executive compensation programs in 2019.
2. Executive Compensation Objectives and Governance
Philosophy and Objective
The Corporation's Board believes in aligning the compensation of the Corporation's leadership with creating long-term value for shareholders and other important stakeholders, including members and customers. Governance of the executive compensation program, including hands-on involvement of the Compensation Committee, is guided by this principle.
Pay for Performance
The executive compensation program for 2019 highlights the Corporation's pay for performance philosophy, with a large majority of each senior executive's compensation tied to the achievement of long-term value creation, awarded through performance-based annual and long-term awards and stock options.
The Corporation believes economic profit is a strong indicator of long-term shareholder value creation and in 2019 used economic profit to measure financial performance goal achievement under the annual and long-term incentive plans. Economic profit is defined as after-tax operating profit less a charge for average invested capital. Economic profit promotes the simultaneous optimization of growth, earnings and capital efficiency.
Pay Mix
For 2019, the target compensation mix for the CEO and other Named Executive Officers is shown below. Approximately 82% of CEO compensation and 68% of all other Named Executive Officers compensation is considered variable based on achieving financial and strategic objectives.
Compensation Committee and Independent Directors
The Compensation Committee continuesis responsible for the oversight of the Corporation's executive compensation programs. The Compensation Committee reviews and recommends to apply substantiallythe Board for approval by the independent Directors all elements of the CEO's compensation. For the other Named Executive Officers, the Compensation Committee considers recommendations from the CEO and approves all elements of compensation except equity grants, which the Compensation Committee recommends for approval by the independent directors.
The Corporation's Member and Community Relations Department, Office of the General Counsel, and Finance Department support the Compensation Committee and the Board in a variety of ways related to executive compensation, including conducting executive compensation benchmarking, preparing compensation-related materials and providing updates on corporate governance laws and best practices.
The Compensation Committee occasionally retains outside compensation consultants to provide recommendations for structuring and designing the Corporation's executive compensation program, selecting a peer group for benchmarking, and establishing competitive incentive award targets. The Compensation Committee engaged Frederic W. Cook & Co., Inc. (“FW Cook”) to serve as the compensation consultant in 2019 to review CEO compensation. The Compensation Committee determined, based on an analysis of relevant factors including those required by the SEC, FW Cook did not have a conflict of interest in providing services to the Compensation Committee. The Compensation Committee also engaged Exequity, LLP in 2019 to review the executive compensation incentive programs. The Compensation Committee determined, based on an analysis of relevant factors including those required by the SEC, Exequity did not have a conflict of interest in providing services to the Compensation Committee.
Benchmarking with Market Data
CEO Benchmarking
The Compensation Committee compares CEO compensation to the below-listed peer companies. The Compensation Committee includes companies in similar industries or with a similar level of business complexity, manufacturing approach, or go-to-market structure with whom we may compete for talent. Additionally, the Compensation Committee considers the relative size of the companies, including market capitalization and net sales, business models featuring decentralized operating units, and employee headcount. The Compensation Committee maintained the same principlespeer group used in 2018 for 2019.
|
| | |
| Peer Group |
| A.O. Smith Corporation | | Knoll Inc. |
| Actuant Corporation | | Leggett & Platt, Incorporated |
| Armstrong World Industries, Inc. | | Lennox International Inc. |
| Briggs & Stratton Corporation | | Lincoln Electric Holdings Inc. |
| Carlisle Companies Incorporated | | Regal Beloit Corporation |
| Donaldson Company, Inc. | | Snap-On Incorporated |
| Herman Miller, Inc. | | Steelcase Inc. |
| Kennametal Inc. | | Valmont Industries |
At the direction of the Compensation Committee, FW Cook conducted a comprehensive compensation analysis for chief executive officers of peer group companies ("CEO Compensation Review") in 2017. The Compensation Committee utilized the CEO Compensation Review to establish the elements and targets of Mr. Lorenger's compensation as CEO in early 2019. In late 2019, FW Cook conducted a new comprehensive compensation analysis for the chief executive officers of peer group companies, which will be used in setting CEO compensation in early 2020.
Market Data for Other Named Executive Officers
The Compensation Committee annually assesses base salary and annual and long-term incentive compensation data compiled from commercially available compensation survey reports published by Willis Towers Watson and Mercer Human Resource Consulting (collectively, the "Survey Reports").
In 2019, the Compensation Committee followed its regular process of using the Survey Reports in reviewing the elements and targets of the Named Executive Officers' compensation (except the CEO), considering the responsibilities and capabilities of each executive officer.
3. Executive Compensation Elements
Base Salary
For 2019, the base salary for each Named Executive Officer was appropriately indexed from the market median for the relevant position. Actual base salaries may be higher or lower than the market median based on the following factors, which are considered annually by the Compensation Committee (and independent directors in the case of the CEO's base salary) when determining changes in base salary:
• demonstrated growth, development and advancement;
• individual performance and competency; and
• value of experience both in service to the Corporation and other experience.
The Compensation Committee conducts the CEO's annual base salary review at the February Board meeting and all independent directors participate with the Compensation Committee in this review. For other executive officers, the Compensation Committee normally approves base salary changes annually at the Board meeting prior to the anniversary date of each officer's appointment.
Based on a combination of performance, personal growth and market factors, the Compensation Committee (and with respect to the CEO's base salary, the independent directors) awarded the following base salaries:
|
| | | | |
| Name | 2018 Annual Base Salary
($) | 2019 Annual Base Salary
($) | Increase
($) | Increase
(%) |
| Jeffrey D. Lorenger | 900,000 | 927,000 | 27,000 | 3.0 |
| Marshall H. Bridges | 442,800 | 475,000 | 32,200 | 7.3 |
| Vincent P. Berger | 415,800 | 433,700 | 17,900 | 4.3 |
| B. Brandon Bullock | 375,000 | 391,900 | 16,900 | 4.5 |
| Kurt A. Tjaden | 472,000 | 486,160 | 14,160 | 3.0 |
The increases awarded to Messrs. Lorenger and Tjaden were generally consistent with the average increase for members across the Corporation. The increases awarded to Messrs. Bridges, Berger, and Bullock were slightly above the Corporation's average increase as a result of their continued growth and development and further alignment with market median.
Annual Incentive
The Named Executive Officers are eligible for annual incentive compensation under the Annual Incentive Plan. The Annual Incentive Plan design encourages focus by the Named Executive Officers on both annual financial achievements and individual objectives aligned with the Corporation's strategic plan.
For 2019, key features of the Annual Incentive Plan were:
|
| | | | |
| Award Target as a % of Base Salary | | Basis of Award Achievement |
| President and CEO | 110% | | Achievement of Financial Goals | 80% |
| Other Named Executive Officers | 75% | | Attainment of Individual Objectives | 20% |
The CEO's annual incentive compensation award target is a greater percentage of base salary than the targets for the other Named Executive Officers because the CEO has the greatest potential impact on the Corporation’s annual performance.
The awards are paid in February following the year in which they are earned. Termination of employment other than due to death, disability, retirement or a change in control of the Corporation prior to the end of the year in which an award is earned results in loss of outstanding awards. The awards are paid in cash unless the executive requests and the Compensation Committee approves taking all or part of the payment in the form of Common Stock or the Compensation Committee determines the executive's stock ownership does not reflect appropriate progress toward the executive's ownership guideline.
Under the Annual Incentive Plan, the Corporation achieved economic profit of $37.3 million in 2019. The following table sets forth aggregate payouts under the Annual Incentive Plan for each Named Executive Officer for 2019:
|
| | | | | |
| Name | Annual Incentive Compensation Award Target
($) | Actual Award Payout Attributable to Financial Goals
($) | Actual Award Payout Attributable to Individual Objectives
($) | Total Payout
($) | Actual Payout as % of Target
(%) |
| Jeffrey D. Lorenger | 1,019,700 | 709,711 | 161,113 | 870,824 | 85 |
| Marshall H. Bridges | 356,250 | 247,950 | 56,288 | 304,238 | 85 |
| Vincent P. Berger | 325,275 | 234,198 | 32,528 | 266,726 | 82 |
| B. Brandon Bullock | 293,925 | 216,329 | 29,393 | 245,722 | 84 |
| Kurt A. Tjaden | 364,620 | 186,685 | 59,068 | 245,753 | 67 |
Each Named Executive Officer received the 2019 Annual Incentive Plan award payout in cash.
Financial Performance Goals
The Compensation Committee uses the annual financial plan, approved by the Board in February, to establish economic profit goals for the Corporation and financial goals for each core business unit. Economic profit goals are based on strategic opportunities
with consideration of current market conditions (e.g., strength of the housing market, global economy or corporate earnings) and business opportunities (e.g., launch of new product line or integration of recently acquired business).
Payout ranges are set between 0% and 200% of the economic profit target with an achievement threshold of 35% to receive a minimum payout. Payout levels are expected to be between 80% and 120% of target in most years and average approximately 100% of target over time. The Compensation Committee establishes the target level of economic profit as an aggressive but achievable goal for the Corporation as a whole or any business unit based on economic and competitive conditions at the time goals are established.
Messrs. Lorenger and Bridges are eligible for awards based on the financial performance of the Corporation while Messrs. Berger, Bullock, and Tjaden are eligible for awards based on the financial performance of each executive's individual area of responsibility (one or more business units). This structure aligns executives' interests with the financial performance of their relevant areas of responsibility.
For 2019, the economic profit goal for the Corporation was $42.8 million, and actual economic profit achievement was $37.3 million, resulting in 87% payout. The financial component of Messrs. Lorenger and Bridges' annual incentive compensation award is based on the achievement of the economic profit goals of HNI Corporation.
|
| |
Economic Profit Achievement ($M) | Financial Component of Annual Incentive Compensation Award – Payout (%) |
| Less than 16.0 | 0 |
| 16.0 | 35 |
| 42.8 | 100 |
| 56.3 | 200 |
The financial component of Mr. Berger's annual incentive compensation award is based on the achievement of the economic profit goals of the Corporation's Hearth & Home Technologies ("HHT") operating unit. The financial component of Mr. Tjaden's annual incentive compensation award is based on achievement of economic profit goals of the Corporation's Lamex operating unit. The financial component of Mr. Bullock's annual incentive compensation award for 2019 is based on achievement of economic profit goals of the Corporation's HON operating unit. The Corporation considers the financial goals and achievements of these business units competitively sensitive and does not disclose them, or individual operating company results, publicly.
As for all Named Executive Officers, the financial performance goals for Messrs. Berger, Bullock, and Tjaden are set aggressively and require superior performance by the officers and their corresponding business units and areas of responsibility. Nonetheless, because the Corporation and Board expect superior performance on a consistent basis, Messrs. Berger, Bullock, and Tjaden are expected to achieve 100% of target over time on the financial component of their respective annual incentive compensation awards under the Annual Incentive Plan.
Individual Objectives
Each Named Executive Officer's individual objectives are based on broad strategic objectives of the Corporation or one or more operating units and are defined and measured within the year. The independent Directors annually review and approve the CEO's individual objectives. The CEO annually reviews and approves the individual objectives of each other Named Executive Officer.
In 2019, Messrs. Lorenger and Bridges' individual objectives were based on the organic sales growth targets of the Corporation and on the success of the Corporation's new product development organization initiative. Messrs. Berger and Bullock's individual objectives were based on organic sales growth targets of their respective operating units and on the success of the Corporation's new product development organization initiative. Mr. Tjaden's individual objectives were based on the organic sales growth targets of the Corporation's HNI India and HNI Global operating units.
At year-end, the CEO evaluates Named Executive Officers' performance against their individual objectives and recommends an achievement percentage for Compensation Committee approval. Achievement percentages for individual objectives range from 0% to 125%. The independent Directors, after reviewing the CEO's self-evaluation, determine the achievement percentage of the CEO's individual objectives.
The Compensation Committee and the CEO (and with respect to the CEO, the independent directors) determined the Named Executive Officers delivered results on the stated goals resulting in attainment of individual objectives from 50% to 81%.
Long-Term Incentive
In February 2019, 75% of each Named Executive Officer's long-term incentive compensation opportunity was granted in stock options, vesting in February 2023, and 25% was granted in performance-based cash awards earned over three annual performance periods.
Long-term incentive compensation is designed to focus executives on long-term value creation for shareholders measured by objective financial performance metrics and long-term stock price appreciation, and incent executives to remain with the Corporation. Long-term incentive compensation is provided through:
• annual performance-based awards with rolling three-year performance periods under the Corporation's Long-Term Performance Plan; and
• annual equity grants to select executives, including all Named Executive Officers, under the Corporation's 2017 Stock-Based Compensation Plan (the "2017 Stock Plan") and previously under the Corporation's 2007 Stock-Based Compensation Plan (together, the "Stock Plans").
The two types of long-term incentive compensation provide a balance between emphasizing financial performance (long-term performance plan awards) and stock price performance (stock options). The Compensation Committee and the Board annually evaluate and approve the participants' target awards to ensure alignment with the Corporation's incentive compensation philosophy.
The following table shows the total long-term incentive compensation award opportunities for each Named Executive Officer.
|
| | |
| Name | Total Long-Term Incentive Compensation Target
($) | Total Long-Term Incentive Compensation Award Target
(% of Annual Base Salary at Time of Award) |
| Jeffrey D. Lorenger | 3,012,750 | 325 |
| Marshall H. Bridges | 712,500 | 150 |
| Vincent P. Berger | 623,700 | 150 |
| B. Brandon Bullock | 375,000 | 100 |
| Kurt A. Tjaden | 708,000 | 150 |
Equity Awards
For 2019, under the Stock Plans, the Board granted stock options with an exercise price equal to the closing price of a share of Common Stock on the date of grant. Annual grants typically occur at the February Board meeting. The Board may grant equity awards throughout the year for a new hire, a significant promotion or other special circumstances. The amount of income realized by an executive from an option is equal to the stock appreciation between the grant and the exercise dates, which aligns the interests of the Named Executive Officers with long-term value creation for shareholders. Stock option grants are limited to a group of executives (57 in 2019, including all Named Executive Officers) who have the ability through their leadership and strategic actions to significantly impact the Corporation's long-term performance. In its history, the Corporation has never re-priced stock options.
The Corporation uses the Black-Scholes option valuation method to calculate the number of options granted, which is based on the targeted dollar value of the award. All stock options cliff-vest after four years and expire ten years after the date of grant. Early termination of employment other than due to death, disability, retirement or a change in control of the Corporation results in forfeiture of unvested option awards and a reduction in the exercise period of vested option awards. This policy is designed to motivate executives to focus on long-term value creation and support retention. The Board granted stock options to each Named Executive Officer on February 13, 2019. The exercise price for the stock options, which is the closing price of a share of Common Stock on the date of grant, was $39.77 per share. See the following option valuation table for additional details regarding stock option awards in February 2019 for each Named Executive Officer:
|
| | |
| Name | Targeted Value of Stock Options Granted in February 2019
($)(1) | Stock Options Granted
(#) |
| Jeffrey D. Lorenger | 1,932,854 | 195,633 |
| Marshall H. Bridges | 457,108 | 46,266 |
| Vincent P. Berger | 400,140 | 40,500 |
| B. Brandon Bullock | 240,588 | 24,351 |
| Kurt A. Tjaden | 454,223 | 45,974 |
Notes
| |
| (1) | The Black-Scholes option value for award purposes was $11.55 and differs from the Black-Scholes option value calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation – Stock Compensation ("FASB ASC Topic 718"), for financial statement reporting purposes ($9.88). The difference between the Black-Scholes option value for award purposes and for financial statement reporting purposes results from utilizing a ten-year option life when calculating the value of an award and a six-year expected option life when reporting the value of the award under FASB ASC Topic 718. Utilization of the ten-year option life when calculating the value of an award results in fewer options granted to executives due to the higher option value produced. |
Cash Awards
Actual performance is measured each year, with one-third of the cash award earned based on economic profit achievement in each of the three years covered by the plan. Achievement for each year may range from 0% to 200% of the annual award target, with a 25% threshold level. Economic profit achievement representing a 100% payout level is established as an aggressive but achievable goal for the Corporation based on economic and competitive conditions at the time goals are established.
Under the Long-Term Performance Plan, economic profit is defined as after-tax operating profit less a charge for average invested capital, with cash normalized to a fixed amount for purposes of the calculation. This calculation differs from the Annual Incentive Plan to adjust for the length of each plan's performance period. For example, the impact of restructuring is included in the Long-Term Performance Plan calculation because the benefits can be captured during the plan's three-year performance period, but is excluded from the Annual Incentive Plan because the benefits are realized outside the one-year performance period.
The 2019-2021 Plan award covers a three-year performance period (2019, 2020 and 2021). The Compensation Committee recommended, and the Board approved, the economic profit goals for each year in the performance period in February 2019. No portion of the award will be paid out until the first quarter of 2022, and a Named Executive Officer must remain continuously employed by the Corporation (other than leaving employment as a result of death, disability, retirement or in connection with a change in control of the Corporation) through the last day of fiscal year 2021 to receive a payout.
Economic profit achieved by the Corporation in 2019 was measured against (i) the performance goal for the first year of the 2019-2021 Plan, (ii) the performance goal for the second year of the Long-Term Performance Plan for 2018-2020 (the "2018-2020 Plan") and (iii) the final year of the Long-Term Performance Plan for 2017-2019 (the "2017-2019 Plan"). For 2019, the Corporation's economic profit was:
$42.5 million as calculated under the 2019-2021 Plan, resulting in an earned award of 83% for 2019;
$41.9 million as calculated under the 2018-2020 Plan, resulting in an earned award of 38% for 2019; and
$29.1 million as calculated under the 2017-2019 Plan, resulting in an earned award of 0% for 2019
The difference between the economic profit for 2019 under the three plans is attributable to the use of a different tax rate (the 2017-2019 plan was set prior to the enactment of the Tax Cut and Jobs Act of 2017), the treatment of the economic profit impact of an acquisition, and use of different normalized cash levels. A discussion of the 2017-2019 and 2018-2020 Plans was contained in the 2018 and 2019 Proxy Statements, respectively. The following table represents the economic profit targets set for the 2019 year under the three plans.
|
| | | |
| 2019 Economic Profit Matrix |
| Payout % | 2019-2021 Plan
($M) | 2018-2020 Plan
($M) | 2017-2019 Plan
($M) |
| 25% | 15.0 | 37.6 | 82.2 |
| 100% | 50.6 | 61.8 | 114.8 |
| 200% | 57.0 | 91.6 | 129.5 |
The economic profit target and payouts for 2019 differ between the 2019-2021 Plan, 2018-2020 Plan, and the 2017-2019 Plan as a result of the Compensation Committee recommending, and the Board approving, an economic profit target for each year in a Long-Term Performance Plan at the beginning of the Long-Term Performance Plan (e.g., the 2019 economic profit target under the 2017-2019 Plan was set in February 2017). The differences in target value result primarily from changing assumptions on national and global economic performance as well as an additional year of actual performance for the Corporation.
The Named Executive Officers earned the following amounts under the Long-Term Performance Plan based on 2019 performance:
|
| | | | |
| Name | Long-Term Performance Plan | Target Award for 2019
Performance Period
($) | Actual 2019
Performance Period
Achievement
(%) | Award Earned for 2019
Performance Period
Achievement
($) |
| Jeffrey D. Lorenger | 2019-2021 | 251,063 | 83 | 208,382 |
| 2018-2020 | 193,750 | 38 | 73,625 |
| 2017-2019 | 81,764 | 0 | — |
| Total | 526,577 |
| 282,007 |
| Marshall H. Bridges | 2019-2021 | 59,375 | 83 | 49,281 |
| 2018-2020 | 55,350 | 38 | 21,033 |
| 2017-2019 | 48,125 | 0 | — |
| Total | 162,850 |
| 70,314 |
| Vincent P. Berger | 2019-2021 | 51,975 | 83 | 43,139 |
| 2018-2020 | 48,125 | 38 | 18,288 |
| 2017-2019 | 36,458 | 0 | — |
| Total | 136,558 |
| 61,427 |
| B. Brandon Bullock | 2019-2021 | 31,250 | 83 | 25,938 |
| Total | 31,250 |
| 25,938 |
| Kurt A. Tjaden | 2019-2021 | 59,000 | 83 | 48,970 |
| 2018-2020 | 57,000 | 38 | 21,660 |
| 2017-2019 | 55,061 | 0 | — |
| Total | 171,061 |
| 70,630 |
4. Additional Compensation Programs and structurePolicies
The descriptions below summarize other compensation and retirement plans in which Named Executive Officers are eligible to participate. These plans do not change significantly from year to year, and other than participation in the Supplemental Income Plan ("SIP"), do not involve annual compensation decisions by the Compensation Committee or the Board.
Supplemental Income Plan
The SIP provides a benefit to the plan's participants, including the Named Executive Officers, equal to amounts the participants would have received had the Corporation's qualified plan (i.e., 401(k) plan) and cash profit-sharing benefits not been subject to statutory compensation caps, except no income attributable to the Long-Term Performance Plan is considered. The 2019 statutory compensation limit for qualified plan and cash profit-sharing benefits was $280,000. Any compensation in excess of this limit is excluded from the eligible earnings used to calculate qualified plan and cash profit-sharing benefits. The SIP is available to select executives, approved by the Board, who consistently earn income above compensation caps on the qualified plan and cash profit-sharing benefits.
In 2019, the Compensation Committee determined all SIP benefits would be in the form of shares of common stock. The SIP shares cannot be transferred while the participant is employed by the Corporation. The number of shares of common stock is calculated by dividing the amount of the benefit by the closing price of a share of common stock on the date the benefit is paid, with cash payable in lieu of a fractional share. Participation in the SIP is provided to assure overall competitiveness of the executive compensation program.
Deferred Compensation Plan
Executives eligible for compensation under the Annual Incentive Plan, which include all Named Executive Officers, are eligible to participate in the the Corporation's Executive Deferred Compensation Plan ("Deferred Plan"). The Deferred Plan allows executives to voluntarily defer base salary, Annual Incentive Plan awards, Long-Term Performance Plan awards, SIP benefits and other amounts. Amounts can be deferred to a cash account earning interest at a rate set each year at 1% above the prime interest rate or to a notional stock account in the form of nonvoting share units fluctuating in value based on the price increase or decrease of common stock and earning dividends distributed to all shareholders. The dividends are automatically reinvested for each participant
to acquire additional nonvoting share units. For any cash compensation deferred to the notional stock account, the number of nonvoting share units is determined by dividing the amount of the compensation by the fair market value of a share of common stock on the date the compensation would have otherwise been paid. Each participant elects, on an annual basis, the date or dates of distribution (i.e., a participant can elect a lump-sum distribution or distribution via annual installments not to exceed 15) of any deferred amounts. During 2019, no Named Executive Officers participated in the Deferred Plan.
Profit-Sharing Retirement Plan
Each Named Executive Officer participates in the Corporation's Profit-Sharing Retirement Plan (the "Retirement Plan"), a defined contribution plan generally available to all members (i.e., employees). Members (i.e., employees) are eligible to make voluntary contributions immediately upon hire. One year of service is typically required to be eligible for employer contributions. Each Named Executive Officer is eligible for employer contributions. These contributions are reflected in the "All Other Compensation" column of the Summary Compensation Table.
Cash Profit-Sharing
Each Named Executive Officer is eligible for distributions under the Corporation's cash profit-sharing program. Cash profit-sharing is paid based on the profitability of a member's (i.e., employee's) operating unit. Members are generally eligible to participate after completion of one year of continuous service. Cash profit-sharing amounts paid to the Named Executive Officers are reflected in the "Bonus" column of the Summary Compensation Table.
Change in Control, Post-Employment and Other Events
Messrs. Lorenger, Bridges, Berger, Tjaden and one other key executive have a Change In Control Employment Agreement ("CIC Agreement") with the Corporation. Upon a change in control, retirement, death or disability, certain awards granted under the Annual Incentive Plan, the Long-Term Performance Plan and the Stock Plans also vest or are payable pursuant to their terms and are not conditioned on a termination of employment. See "Potential Payments Upon Termination or Change in Control" for a discussion of these items.
Perquisites
Consistent with its longstanding culture, the Corporation does not provide executives with any special or unique perquisites, such as company cars or club memberships. Relocation assistance is provided to executives under a relocation program broadly available for members transferred within the Corporation and newly-hired professional members. Executives participate in the same health, retirement, profit-sharing, disability and life insurance programs and member stock purchase plan as other members.
Executive Stock Ownership Guideline
The Board has adopted an Executive Stock Ownership Guideline based on the belief key executives should have a significant ownership interest in the Corporation's stock. Under the Executive Stock Ownership Guideline, ownership levels are provided for executives to acquire and hold a recommended ownership interest in the Corporation's stock based on their position and compensation level. The guideline is intended to align the interests of key executives with shareholder interests. The Executive Stock Ownership Guideline ownership levels in effect for 2019 are shown below:
|
| |
| Position | $ Value of Shares |
| President and CEO | 5.0 x Base Salary |
| Operating Company (Unit) Presidents, Chief Financial Officer, and Executive and Senior Vice Presidents |
3.0 x Base Salary |
| Other Officers | 2.0 x Base Salary |
Executives are encouraged to reach their respective stock ownership level within five years of the date the individual assumes an executive position covered by the guideline. The Compensation Committee annually reviews each executive's progress toward the goal. The Compensation Committee can specify a percentage of the executive's annual incentive compensation be paid in shares of Common Stock if it determines an executive is not achieving appropriate progress toward the goal. As of the end of 2019, each Named Executive Officer was in compliance with the Corporation's stock ownership guideline.
Executive Compensation Clawback
If financial results are significantly restated due to fraud or intentional misconduct, the Board will review any performance-based compensation paid to executive officers who are found to be personally responsible for the fraud or intentional misconduct leading to the restatement and may, to the extent permitted by law, seek repayment of amounts paid in excess of amounts based on restated financial results.
Tax Deductibility of Executive Compensation
The Corporation typically seeks to maximize the tax deductibility of components of executive compensation where appropriate. Section 162(m) of the Internal Revenue Code generally limits the ability of public companies to deduct compensation in excess of $1,000,000 paid annually to certain executive officers. Section 162(m) exempts qualifying performance-based compensation from this limit with respect to taxable years beginning on or before December 31, 2017 and payable pursuant to a binding written agreement in effect on November 2, 2017.
With the enactment of the Tax Cuts and Jobs Act in December 2017, the deductibility exemption for performance-based compensation under Section 162(m) has been eliminated. As a result, compensation in excess of $1,000,000 paid to covered executive officers generally will not be deductible unless the compensation qualifies for certain transition relief under the Act. The Company continues to assess how the amendments to Section 162(m) may affect its annual and long-term incentive compensation. Given the commitment of the Corporation to payingtying the compensation of its executives to the performance of the Corporation, at this time we do not expect there to be material changes made to the manner in which the Corporation awards its incentive compensation.
Impact of Prior Compensation in Setting Elements of Compensation
Prior compensation of the Named Executive Officers does not generally impact how elements of current compensation are set. The independent directors and the Compensation Committee believe the competitive environment mandates current total compensation be sufficient to attract, motivate and retain top management. The Compensation Committee analyzes outstanding equity grants, outstanding Annual Incentive Plan and Long-Term Performance Plan awards and ownership of common stock for performance.each Named Executive Officer to ensure future stock equity grants, Annual Incentive Plan and Long-Term Performance Plan awards, CIC Agreements and other benefits provide appropriate and relevant incentives to the executives. Based on the current analysis, the Compensation Committee believes prior compensation will not impact the ongoing effectiveness of the compensation objectives.
Compensation Committee Interlocks and Insider Participation
Members of the Compensation Committee have never been officers or members of the Corporation, and have no relationship with the Corporation other than as Directorsdirectors and shareholders. During 2017,2019, no executive officer of the Corporation served as a director, or as a member of any compensation committee, of any other entity that had an executive officer who served on the Board or Compensation Committee.
Compensation Committee ReportCOMPENSATION COMMITTEE REPORT
The Compensation Committee has reviewed and discussed the CD&A, which begins on page 1619 of this Proxy Statement, with management, and based on review and discussions, the Compensation Committee recommended to the Board the CD&A be included in this Proxy Statement.
HUMAN RESOURCES AND COMPENSATION COMMITTEE
Ronald V. Waters, III, ChairpersonHuman Resources and Compensation Committee
Mary A. Bell, Chair
John R. Hartnett
Mary K.W. Jones
Summary Compensation Table
SUMMARY COMPENSATION TABLE
The table below shows the compensation awarded to, earned by or paid to each of the Named Executive Officers for 2017, 20162019, 2018 and 2015.2017. In accordance with the SEC’s disclosure rules, information regarding compensation for years prior to the year in which an executive became a Named Executive Officer is not included in the table below. The Corporation does not have employment agreements with any of its executives. While employed, executives are entitled toearn base salary, participationare eligible for benefits common to all members, and participate in the executive compensation programs identified in the tables below and discussed in the CD&A and other benefits common to all members.&A. The performance-based conditions associated with Long-Term Performance Plan and Annual Incentive Plan awards as well as salary and bonus in proportion to total compensation are discussed in detail throughout the CD&A, which begins on page 16 of this Proxy Statement.19.
Name and Principal Position | Year | | Salary ($) | | | Bonus ($) (6) | | | Option Awards ($) (7) | | | Non-Equity Incentive Plan Compensation ($) (8) | | | All Other Compensation ($) (9) | | | Total ($) | |
Stan A. Askren Chairman, President and Chief Executive Officer, HNI Corporation | 2017 | | | 1,174,965 | | | | 12,002 | | | | 2,396,340 | | | | 192,752 | | | | 371,871 | | | | 4,147,930 | |
| 2016 | | | 1,130,011 | | | | 14,019 | | | | 2,300,226 | | | | 2,105,993 | | | | 359,542 | | | | 5,909,791 | |
| 2015 | | | 1,082,510 | | | | 11,422 | | | | 1,990,903 | | | | 2,452,680 | | | | 345,363 | | | | 5,882,878 | |
Marshall H. Bridges Chief Financial Officer; Senior Vice President, HNI Corporation (1) | 2017 | | | 375,769 | | | | 10,452 | | | | 390,569 | | | | 41,580 | | | | 54,405 | | | | 872,775 | |
| 2016 | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| 2015 | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Kurt A. Tjaden Senior Vice President, HNI Corporation; President, HNI International (2) | 2017 | | | 446,157 | | | | 12,002 | | | | 446,869 | | | | 397,141 | | | | 114,275 | | | | 1,416,444 | |
| 2016 | | | 430,064 | | | | 14,019 | | | | 428,943 | | | | 491,983 | | | | 111,399 | | | | 1,476,408 | |
| 2015 | | | 413,524 | | | | 11,422 | | | | 373,041 | | | | 546,424 | | | | 99,256 | | | | 1,443,667 | |
Jeffrey D. Lorenger President, Office Furniture (3) | 2017 | | | 546,354 | | | | 8,168 | | | | 663,581 | | | | 160,200 | | | | 90,541 | | | | 1,468,844 | |
| 2016 | | | 464,898 | | | | 9,792 | | | | 630,893 | | | | 465,804 | | | | 104,493 | | | | 1,675,880 | |
| 2015 | | | 444,550 | | | | 8,295 | | | | 477,800 | | | | 669,506 | | | | 85,706 | | | | 1,685,857 | |
Vincent P. Berger President, Hearth & Home Technologies; Executive Vice President, HNI Corporation (4) | 2017 | | | 372,885 | | | | 15,954 | | | | 295,881 | | | | 221,760 | | | | 73,938 | | | | 980,418 | |
| 2016 | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| 2015 | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Jerald K. Dittmer Senior Vice President, Strategic Development (5) | 2017 | | | 505,354 | | | | 12,420 | | | | 665,396 | | | | 57,336 | | | | 162,267 | | | | 1,402,773 | |
| 2016 | | | 489,441 | | | | 13,727 | | | | 642,416 | | | | 748,923 | | | | 134,595 | | | | 2,029,102 | |
| 2015 | | | 473,007 | | | | 11,965 | | | | 489,331 | | | | 721,323 | | | | 115,273 | | | | 1,810,899 | |
|
| | | | | | | | |
| Name and Principal Position | Year | Salary
($) | Bonus
($) (1) | Stock Awards
($) | Option
Awards
($) (2) | Non-Equity
Incentive Plan
Compensation
($) (3) | All Other
Compensation
($) (4) | Total
($) |
Jeffrey D. Lorenger
President and CEO,
HNI Corporation
| 2019 | 923,365 | 13,300 | — | 1,932,854 | 1,152,831 | 184,692 | 4,207,042 |
| 2018 | 778,846 | 9,763 | — | 1,335,082 | 502,652 | 94,034 | 2,720,377 |
| 2017 | 546,354 | 8,168 | — | 663,581 | 160,200 | 90,541 | 1,468,844 |
Marshall H. Bridges
Chief Financial Officer;
Senior Vice President,
HNI Corporation | 2019 | 472,523 | 13,300 | — | 457,108 | 374,552 | 83,259 | 1,400,742 |
| 2018 | 438,354 | 9,859 | — | 413,225 | 224,500 | 49,937 | 1,135,875 |
| 2017 | 375,769 | 10,452 | — | 390,569 | 41,580 | 54,405 | 872,775 |
Vincent P. Berger
President, Hearth & Home Technologies;
Executive Vice President,
HNI Corporation
| 2019 | 427,504 | 17,406 | — | 400,140 | 328,152 | 126,449 | 1,299,651 |
| 2018 | 405,138 | 17,183 | — | 359,288 | 409,771 | 95,410 | 1,286,790 |
| 2017 | 372,885 | 15,954 | — | 295,881 | 221,760 | 73,938 | 980,418 |
B. Brandon Bullock
President, The HON Company
| 2019 | 376,300 | — | — | 240,588 | 271,659 | 232,073 | 1,120,620 |
Kurt A. Tjaden
President, HNI International;
Senior Vice President,
HNI Corporation | 2019 | 477,174 | 13,300 | — | 454,223 | 316,384 | 109,479 | 1,370,560 |
| 2018 | 461,846 | 9,859 | — | 425,538 | 393,267 | 85,200 | 1,375,710 |
| 2017 | 446,157 | 12,002 | — | 446,869 | 397,141 | 114,275 | 1,416,444 |
Notes
(1) | Mr. Bridges served as Vice President, Finance, Contract Furniture Group prior to his appointment as Chief Financial Officer on January 19, 2017. Mr. Bridges was promoted from Vice President, HNI Corporation to Senior Vice President, HNI Corporation on February 14,(1) The amounts in this column reflect the payments of cash profit-sharing during calendar years 2019, 2018 and 2017 under the cash profit-sharing program. Mr. Bullock was not eligible for a cash profit-sharing payment in 2019 due to the recency of his hire in November 2018. |
(2) | Mr. Tjaden served as Chief Financial Officer prior to his appointment as President, HNI International on January 19, 2017. |
(3) | Mr. Lorenger served as Executive Vice President, HNI Corporation; President, Contract Furniture Group prior to his appointment as President, Office Furniture, HNI Corporation on June 7, 2017. |
(4) | Mr. Berger was promoted to Executive Vice President, HNI Corporation on February 14, 2018. |
(5) | Mr. Dittmer served as Executive Vice President, HNI Corporation; President, The HON Company until his appointment as Senior Vice President, Strategic Development on November 6, 2017. Mr. Dittmer retired effective February 16, 2018. |
(6) | The amounts in this column reflect the payments of cash profit-sharing during calendar years 2017, 2016 and 2015 under the Cash Profit-Sharing program. |
(7) | (2) The amounts in this column reflect the aggregate grant date fair value of stock options granted in 2019, 2018 and 2017 under the Stock Plans computed in accordance with FASB ASC Topic 718. Assumptions used in the calculations of these amounts are included in the footnote titled "Stock-Based Compensation" to the Corporation's audited financial statements for 2019, 2018, and 2017 in the Corporation's Annual Report on Form 10-K for the year ended December 28, 2019.
(3) The amounts in this column include incentive compensation awards earned for the 2019 fiscal year under the Annual Incentive Plan (AIP) and each of the active Long-Term Performance Plans (LTPP); the 2017-2019 Plan, the 2018-2020 Plan, and the 2019-2021 Plan. Equivalent amounts are included for the 2018 and 2017 fiscal years. The AIP awards earned in 2019 and the earnings under the 2017-2019 Plan were paid in February 2020 and were subject to continuous employment through the last day of 2019. The 2018-2020 LTPP will not be paid until 2021 and is subject to continuous employment through the last day of 2020. The 2019-2021 LTPP will not be paid until 2022 and is subject to continuous employment through the last day of 2021.The breakdown between the Annual Incentive Plan and the Long-Term Performance Plan awards for 2019 is as follows: Mr. Lorenger - $870,824 under the Annual Incentive Plan, and $0 under the 2017 - 2019 LTPP, $73,625 under the 2018 - 2020 LTPP, and $208,382 under the 2019 - 2021 LTPP; Mr. Bridges - $304,238 under the Annual Incentive Plan and $0 under the 2017 - 2019 LTPP, $21,033 under the 2018 - 2020 LTPP, and $49,281 under the 2019 - 2021 LTPP; Mr. Berger - $266,726 under the Annual Incentive Plan, and $0 under the 2017 - 2019 LTPP, $18,288 under the 2018 - 2020 LTPP, and $43,139 under the 2019 - 2021 LTPP; Mr. Bullock - $245,721 under the Annual Incentive Plan, and $25,938 under the 2019 - 2021 LTPP; Mr. Tjaden -
$245,754 under the Annual Incentive Plan, and $0 under the 2017 - 2019 LTPP, $21,660 under the 2018 - 2020 LTPP, and $48,970 under the 2019 - 2021 LTPP.
(4) The amounts in this column include the Corporation's contributions to the Retirement Plan, the dollar value of Corporation-paid life insurance premiums under the Life Insurance Plan, both of which are generally available to all members, the dollar value of common stock paid under the SIP, and the dollar value of relocation expenses paid on the member's behalf, if applicable. Contributions under the Retirement Plan in 2019, 2018 and 2017 were as follows: Mr. Lorenger – $24,969; $21,454; $19,746; Mr. Bridges – $24,969; $21,544; $21,870; Mr. Berger – $26,294; $28,355; $23,412; Mr. Bullock - $0; and Mr. Tjaden – $24,969; $21,544; $23,311. The dollar value of Corporation-paid life insurance premiums under the Life Insurance Plan in 2019, 2018, and 2017 were as follows for each Named Executive Officer: $142, $142, and $67. The dollar values of common stock earned under the SIP for 2019, 2018 and 2017 were as follows: Mr. Lorenger – $159,581; $72,438; $70,728; Mr. Bridges – $58,148; $28,251; $32,467; Mr. Berger – $100,013; $66,913; $50,459; Mr. Bullock -$0; and Mr. Tjaden – $84,368; $63,514; $90,896. The SIP common stock for 2019 was issued February 25, 2020; 2018 was issued February 25, 2019; and 2017 was issued February 26, 2018. The dollar value paid for relocation expenses, including tax assistance, on Mr. Bullock's behalf is in correlation with his joining the Corporation as President, HON - $231,931.
EQUITY COMPENSATION PLAN INFORMATION
The following table provides information as of December 28, 2019, about Common Stock which may be issued under the Corporation's equity compensation plans.
| | | | |
Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b) (3) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c) | | Equity Compensation Plans approved by security holders | 3,818,134 (1) | 39.22 | 2,871,997 (4) | | Equity Compensation Plans not approved by security holders | 199,712 (2) | –– | 589,957 (5) | | Total | 4,017,846 | 39.22 | 3,461,954 |
Notes | | | (1) | Includes: (i) shares to be issued upon the exercise of outstanding stock options granted inunder the Stock Plans – 3,504,352 (1,333,315 under the 2017 2016Stock Plan, and 20152,171,217 under the 2007 Stock Plan); (ii) shares to be issued upon the vesting of outstanding RSUs under the 2017 Stock Plan computed in accordance with FASB ASC Topic 718. Assumptions used in the calculations of these amounts are included in the footnote titled "Stock-Based Compensation" to the Corporation's audited financial statements for: (i) 2017 included in the Corporation's Annual Report on Form 10-K for the year ended December 30, 2017; (ii) 2016 included in the Corporation's Annual Report on Form 10-K for the year ended December 31, 2016;– 21,612; and (iii) 2015 included in the Corporation's Annual Report on Form 10-K fortarget value of the year ended December 31, 2015. |
(8) | The amounts in this column include incentive compensation awards earned for the 2017 fiscal year under the2019 Annual Incentive Plan and eachawards for all award recipients divided by $37.37, the closing price of a share of common stock on December 27, 2019, the active Long-Term Performance Plans (LTPP); the 2015-2017 Plan, the 2016-2018 Plan and the 2017-2019 Plan. Equivalent amounts are included for 2016 and 2015 fiscal years. The awards earned in 2017 were paid in February 2018 and were subject to continuous employment throughlast trading day of Fiscal 2019 – 292,170. As of the last day of 2017.Fiscal 2019, there were no outstanding warrants or rights under the 2017 Stock Plan or the 2007 Stock Plan. Also, there were no options, warrants, rights or RSUs under the 2017 Equity Plan for Non-Employee Directors. The 2016-2018 LTPP will not be paid until 2019 and is subjectnumber of shares attributable to continuous employment through the last day of 2018. The 2017-2019 LTPP will not be paid until 2020 and is subject to continuous employment through the last day of 2019.The breakdown between the Annual Incentive Plan awards overstates expected common stock dilution as the Corporation did not pay out any portion of the 2019 Annual Incentive Plan awards for any recipient in the form of common stock. |
| | | (2) | Includes the nonvoting share units credited to the account of individual executive officers or Directors under either the Deferred Plan – 45,678 or the Directors Deferred Plan – 154,034. For additional information on the Deferred Plan, see "Additional Compensation Programs and Policies – Deferred Compensation Plan" on page 28. For additional information on the Directors Deferred Plan, see "Director Compensation" on page 13 of this Proxy Statement. |
| | | (3) | This column does not take into account any of the RSUs, Long-Term Performance Plan awards, for 2017 is as follows: Mr. Askren - $192,752 under the Annual Incentive Plan awards or nonvoting share units discussed in Notes 1 and $02 above. |
| | | (4) | Includes shares available for issuance under eachthe Stock Plan – 2,073,271, the 2017 Director's Equity Plan – 205,502 and the MSPP – 593,224. Of the 3,400,000 shares originally available for issuance under the Stock Plan, no more than 1,500,000 of the three active long-term plans; Mr. Bridges - $41,580shares can be issued as full-value awards. At the end of 2019, 1,434,856 of the 1,500,000 shares reserved for full-value awards were available for issuance. The MSPP allows members to purchase common stock at 85% of the closing share price on each quarterly exercise date up to an annual aggregate amount of $25,000 per year and is available generally to all members. |
| | | (5) | Includes nonvoting share units available for issuance under the Annual IncentiveDeferred Plan – 226,844 and $0 under each of the three active long-term plans; Mr. Tjaden - $397,141 under the Annual IncentiveDirectors Deferred Plan and $0 under each of the three active long-term plans; Mr. Lorenger - $160,200 under the Annual Incentive Plan, and $0 under each of the three active long-term plans; Mr. Berger - $221,760 under the Annual Incentive Plan, and $0 under each of the three active long-term plans; Mr. Dittmer - $57,336 under the Annual Incentive Plan, and $0 under each of the three active long-term plans.– 363,113. |
(9) | | | | The amounts in this column include the Corporation's contributions to the Retirement Plan, the dollar value of Corporation-paid life insurance premiums under the Life Insurance Plan, both of which are generally available to all members, and the dollar value of Common Stock paid under the SIP. Contributions under the Retirement Plan in 2017, 2016 and 2015 were as follows: Mr. Askren – $23,311; $25,030; $22,547; Mr. Bridges – $21,870; Mr. Tjaden – $23,311; $25,030; $22,547; Mr. Lorenger – $19,746; $21,099; $19,639; Mr. Berger – $23,412; Mr. Dittmer – $23,701 $24,758; $23,052. The dollar value of Corporation-paid life insurance premiums under the Life Insurance Plan in 2017, 2016 and 2015 were $67 per year for each NEO. The dollar values of Common Stock earned under the SIP for 2017, 2016 and 2015 were as follows: Mr. Askren – $348,493; $334,445; $322,749; Mr. Bridges – $32,467; Mr. Tjaden – $90,896; $86,302, $76,642; Mr. Lorenger – $70,728; $83,327; $66,000; Mr. Berger – $50,459; and Mr. Dittmer – $138,499; $109,770; $92,155. The SIP Common Stock for 2017 was issued February 26, 2018; 2016 was issued February 27, 2017; and 2015 was issued February 29, 2016. | 32 | |
Grants of Plan-BasedPlan Based Awards
The table below shows the grants of plan-based awards to the Named Executive Officers during 2017,2019, including stock options granted under the 20072017 Stock Plan, Long-Term Performance Plan awards, and Incentive Plan awards. The aggregate grant date fair value of stock option awards are disclosed on a grant-by-grant basis in the table below. For additional information on the Annual Incentive Plan and the Stock Plans, see "Annual"Annual Incentive" on page 2024 and "Long-Term"Long-Term Incentive" on page 22 of this Proxy Statement. | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | | | | | | | | | | Name | Grant Date | | Threshold ($) | | Target ($) | | Maximum ($) | | All Other Option Awards: Number of Securities Underlying Options (#) | | Exercise or Base Price of Option Awards ($/Sh) | | Grant Date Fair Value of Stock and Option Awards ($) | | | Stan A. Askren | | | | | | | | | | | | | | | | | | | | | Stock Options | 2/15/2017 | | | | | | | | | | | | 166,297 | | | | 46.62 | | | | 2,396,340 | | | 2017-2019 Long-Term Performance Plan | | | | 221,453 | | | | 885,810 | | | | 1,771,620 | | | | | | | | | | | | | | | Annual Incentive Plan | | | | 538,572 | | | | 1,417,296 | | | | 2,621,998 | | | | | | | | | | | | | | | Marshall H. Bridges | | | | | | | | | | | | | | | | | | | | | | | | | | | Stock Options | 2/15/2017 | | | | | | | | | | | | | | | 27,104 | | | | 46.62 | | | | 390,569 | | | 2017-2019 Long-Term Performance Plan | | | | 36,094 | | | | 144,375 | | | | 288,750 | | | | | | | | | | | | | | | Annual Incentive Plan | | | | 107,615 | | | | 283,197 | | | | 523,914 | | | | | | | | | | | | | | | Kurt A. Tjaden | | | | | | | | | | | | | | | | | | | | | | | | | | | Stock Options | 2/15/2017 | | | | | | | | | | | | | | | 31,011 | | | | 46.62 | | | | 446,869 | | | 2017-2019 Long-Term Performance Plan | | | | 41,296 | | | | 165,184 | | | | 330,368 | | | | | | | | | | | | | | | Annual Incentive Plan | | | | 129,960 | | | | 342,000 | | | | 632,700 | | | | | | | | | | | | | | | Jeffrey D. Lorenger | | | | | | | | | | | | | | | | | | | | | | | | | | | Stock Options | 2/15/2017 | | | | | | | | | | | | | | | 46,050 | | | | 46.62 | | | | 663,581 | | | 2017-2019 Long-Term Performance Plan | | | | 61,323 | | | | 245,291 | | | | 490,582 | | | | | | | | | | | | | | | Annual Incentive Plan | | | | 171,000 | | | | 450,000 | | | | 832,500 | | | | | | | | | | | | | | | Vincent P. Berger | | | | | | | | | | | | | | | | | | | | | | | | | | | Stock Options | 2/15/2017 | | | | | | | | | | | | | | | 20,533 | | | | 46.62 | | | | 295,881 | | | 2017-2019 Long-Term Performance Plan | | | | 27,344 | | | | 109,375 | | | | 218,750 | | | | | | | | | | | | | | | Annual Incentive Plan | | | | 109,725 | | | | 288,750 | | | | 534,888 | | | | | | | | | | | | | | | Jerald K. Dittmer | | | | | | | | | | | | | | | | | | | | | | | | | | | Stock Options | 2/15/2017 | | | | | | | | | | | | | | | 46,176 | | | | 46.62 | | | | 665,396 | | | 2017-2019 Long-Term Performance Plan | | | | 61,491 | | | | 245,965 | | | | 491,930 | | | | | | | | | | | | | | | Annual Incentive Plan | | | | 143,341 | | | | 377,213 | | | | 697,844 | | | | | | | | | | | | | |
26. 30
| | | | | | | | | | Name | Grant Date | Estimated Future Payouts Under
Non-Equity Incentive Plan Awards | All Other Option Awards: Number of Securities Underlying Options
(#) | Exercise or Base Price of Option Awards
($/Sh) | Grant Date Fair Value of Stock and Option Awards
($) | Threshold
($) | Target
($) | Maximum
($) | | Jeffrey D. Lorenger |
|
|
|
|
|
|
| | Stock Options | 2/13/2019 |
|
|
| 195,633 | 39.77 | 1,932,854 | | 2019-2021 Long-Term Performance Plan |
| 188,297 | 753,188 | 1,506,376 |
|
|
| | Annual Incentive Plan |
| 387,486 | 1,019,700 | 1,886,445 |
|
|
| | Marshall H. Bridges |
|
|
|
|
|
|
| | Stock Options | 2/13/2019 |
|
|
| 46,266 | 39.77 | 457,108 | | 2019-2021 Long-Term Performance Plan |
| 44,531 | 178,125 | 356,250 |
|
|
| | Annual Incentive Plan |
| 135,375 | 356,250 | 659,063 |
|
|
| | Vincent P. Berger |
|
|
|
|
|
|
| | Stock Options | 2/13/2019 |
|
|
| 40,500 | 39.77 | 400,140 | | 2019-2021 Long-Term Performance Plan |
| 38,981 | 155,925 | 311,850 |
|
|
| | Annual Incentive Plan |
| 123,605 | 325,275 | 601,759 |
|
|
| | B. Brandon Bullock |
|
|
|
|
|
|
| | Stock Options | 2/13/2019 |
|
|
| 24,351 | 39.77 | 240,588 | | 2019-2021 Long-Term Performance Plan |
| 23,438 | 93,750 | 187,500 |
|
|
| | Annual Incentive Plan |
| 111,692 | 293,925 | 543,761 |
|
|
| | Kurt A. Tjaden |
|
|
|
|
|
|
| | Stock Options | 2/13/2019 |
|
|
| 45,974 | 39.77 | 454,223 | | 2019-2021 Long-Term Performance Plan |
| 44,250 | 177,000 | 354,000 |
|
|
| | Annual Incentive Plan |
| 138,556 | 364,620 | 674,547 |
|
|
|
Outstanding Equity Awards at Year End
The following table shows the Named Executive Officers' outstanding equity awards as of the end of 2017.2019. All outstanding stock option awards reported in this table cliff-vest after four years and expire ten years after the date of grant. | | | Name | Option Awards | Option Awards | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable (1) | Option Exercise Price ($) | Option Expiration Date | Securities Underlying Unexercised Options Exercisable
(#) | Securities Underlying Unexercised Options
Unexercisable
(#) (1) | Option Exercise Price
($) | Option Expiration Date | | Stan A. Askren | 226,909 | | 23.99 | 2/17/20 | | | Jeffrey D. Lorenger | | 26,725 |
| 31.98 | 2/16/21 |
| | 44,067 |
| 25.46 | 2/15/22 |
| | 58,540 |
| 31.79 | 2/13/23 | | | 140,842 | | 31.98 | 2/16/21 | 39,617 |
| 34.78 | 2/12/24 | | | 218,364 | | 25.46 | 2/15/22 | 25,897 |
| 51.54 | 2/18/25 | | | 166,166 | | 31.79 | 2/13/23 |
| 72,102 | 32.03 | 2/17/26 | | | | 167,791 | 34.78 | 2/12/24 |
| 46,050 | 46.62 | 2/15/27 | | | | 107,908 | 51.54 | 2/18/25 |
| 76,336 | 38.68 | 2/14/28 | | | | 262,883 | 32.03 | 2/17/26 |
| 64,389 | 37.29 | 6/28/28 | | | | 166,297 | 46.62 | 2/15/27 |
| 195,633 | 39.77 | 2/13/29 | | Marshall H. Bridges | 2,500 | | 10.36 | 2/23/19 | 7,099 |
| 31.98 | 2/16/21 | | | 3,599 | | 31.98 | 2/16/21 | 5,860 |
| 25.46 | 2/15/22 | | | 3,500 | | 31.98 | 2/16/21 | | | | 5,860 | | 25.46 | 2/15/22 | | | | 4,416 | | 31.79 | 2/13/23 | | | | | 5,220 | 34.78 | 2/12/24 | | | | | 4,217 | 51.54 | 2/18/25 | | | | | 10,223 | 32.03 | 2/17/26 | | | | | 27,104 | 46.62 | 2/15/27 | | | Kurt A. Tjaden | 48,000 | | 23.99 | 2/17/20 | | | | 30,412 | | 31.98 | 2/16/21 | | | | 47,151 | | 25.46 | 2/15/22 | | | | 35,709 | | 31.79 | 2/13/23 | | | | | 31,289 | 34.78 | 2/12/24 | | | | | 20,219 | 51.54 | 2/18/25 | | | | | 49,022 | 32.03 | 2/17/26 | | | | | 31,011 | 46.62 | 2/15/27 | | | Jeffrey D. Lorenger | 12,182 | | 23.99 | 2/17/20 | | | | 26,725 | | 31.98 | 2/16/21 | 4,416 |
| 31.79 | 2/13/23 | | | 44,067 | | 25.46 | 2/15/22 | 5,220 |
| 34.78 | 2/12/24 | | | 58,540 | | 31.79 | 2/13/23 | 4,217 |
| 51.54 | 2/18/25 | | | | 39,617 | 34.78 | 2/12/24 |
| 10,223 | 32.03 | 2/17/26 | | | | 25,897 | 51.54 | 2/18/25 |
| 27,104 | 46.62 | 2/15/27 | | | | 72,102 | 32.03 | 2/17/26 |
| 42,252 | 38.68 | 2/14/28 | | | | 46,050 | 46.62 | 2/15/27 |
| 46,266 | 39.77 | 2/13/29 | | Vincent P. Berger | 8,739 | | 23.99 | 2/17/20 | 7,331 |
| 31.98 | 2/16/21 | | | 3,831 | | 31.98 | 2/16/21 | 5,996 |
| 25.46 | 2/15/22 | | | 3,500 | | 31.98 | 2/16/21 | 4,628 |
| 31.79 | 2/13/23 | | | 5,996 | | 25.46 | 2/15/22 | 4,084 |
| 34.78 | 2/12/24 | | | 4,628 | | 31.79 | 2/13/23 | 4,965 |
| 51.54 | 2/18/25 | | | | 4,084 | 34.78 | 2/12/24 |
| 11,574 | 32.03 | 2/17/26 | | | | 4,965 | 51.54 | 2/18/25 |
| 6,594 | 44.04 | 5/10/26 | | | | 11,574 | 32.03 | 2/17/26 |
| 20,533 | 46.62 | 2/15/27 | | | | 6,594 | 44.04 | 5/10/26 |
| 36,737 | 38.68 | 2/14/28 | | | | 20,533 | 46.62 | 2/15/27 |
| 40,500 | 39.77 | 2/13/29 | | B. Brandon Bullock | |
| 24,351 | 39.77 | 2/13/29 | | Kurt A. Tjaden | | 35,709 |
| 31.79 | 2/13/23 |
| | 31,289 |
| 34.78 | 2/12/24 |
| | 20,219 |
| 51.54 | 2/18/25 |
| |
| 49,022 | 32.03 | 2/17/26 |
| |
| 31,011 | 46.62 | 2/15/27 |
| |
| 43,511 | 38.68 | 2/14/28 |
| |
| 45,974 | 39.77 | 2/13/29 |
| Jerald K. Dittmer | 25,750 | | 31.98 | 2/16/21 | | | 53,143 | | 25.46 | 2/15/22 | | | 39,956 | | 31.79 | 2/13/23 | | | | 41,042 | 34.78 | 2/12/24 | | | | 26,522 | 51.54 | 2/18/25 | | | | 73,419 | 32.03 | 2/17/26 | | | | 46,176 | 46.62 | 2/15/27 |
Notes As of December 28, 2019, vesting dates for each unexercisable stock option award, in descending order, for each Named Executive Officer are as follows: February 17, 2020, February 15, 2021, February 14, 2022, and February 13, 2023. In addition, Mr. Lorenger received a stock option grant in relation to his promotion to President and CEO, which will vest June 28, 2022, and Mr. Berger has a special stock option grant which will vest May 10, 2020.
(1) | | As of December 30, 2017, vesting dates for each unexercisable stock option award, in descending order, for each Named Executive Officer are as follows: February 12, 2018, February 18, 2019, and February 17, 2020, February 15, 2021. Mr. Berger has a special stock option grant that will vest May 10, 2020. | | | 34 | |
Options Exercised and Stock Vested
The following table shows information concerning Named Executive Officers' exercise of stock options during 2017.2019. | | | | Option Awards | Option Awards | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) (1) | Number of Shares Acquired on Exercise
(#) | Value Realized on Exercise
($) (1) | | Stan A. Askren | 112,644 | | 3,250,418 | | | | Jeffrey D. Lorenger | | 12,182 | 133,844 | | Marshall H. Bridges | — | | — | | — |
| — |
| | Vincent P. Berger | | — |
| — |
| | B. Brandon Bullock | | — |
| — |
| | Kurt A. Tjaden | — | | — | | — |
| — |
| | Jeffrey D. Lorenger | — | | — | | | | Vincent P. Berger | — | | — | | | | Jerald K. Dittmer | — | | — | | |
Note (1) This column is calculated by multiplying the number of shares acquired by the difference between the actual salemarket price on the date of exercise (or if the shares were retained by the Named Executive Officer, the closing price of a share of Common Stockcommon stock on the date of exercise) and the exercise price of the stock options. Mr. AskrenLorenger retained shares equal to the value of his 12,182 exercised the following options in 2017:options. | Name | Date of Exercise | Number of Shares Acquired on Exercise (#) | Option Exercise Price ($/Sh) | Transaction Type | Sale or Closing Price on Date of Exercise ($/Sh) (1) | Value Realized on Exercise ($) | | Stan A. Askren | 3/20/2017 | 2,764 | | 10.36 | | Exercise and Sell | 46.51 | | 99,919 | | | | 3/24/2017 | 3,100 | | 10.36 | | Exercise and Sell | 46.01 | | 110,515 | | | | 3/31/2017 | 5,400 | | 10.36 | | Exercise and Sell | 46.00 | | 192,456 | | | | 4/17/2017 | 11,264 | | 10.36 | | Exercise and Sell | 46.01 | | 401,562 | | | | 6/2/2017 | 11,264 | | 10.36 | | Exercise and Sell | 46.01 | | 401,562 | | | | 8/31/2017 | 12,000 | | 10.36 | | Exercise and Sell | 36.44 | | 312,960 | | | | 9/20/2017 | 12,000 | | 10.36 | | Exercise and Sell | 37.78 | | 329,040 | | | | 10/17/2017 | 12,000 | | 10.36 | | Exercise and Sell | 42.42 | | 384,720 | | | | 12/1/2017 | 4,762 | | 10.36 | | Sell to Cover | 35.21 | | 118,336 | | | | 12/04/2017 | 4,762 | | 10.36 | | Sell to Cover | 34.67 | | 115,764 | | | | 12/05/2017 | 4,762 | | 10.36 | | Sell to Cover | 33.79 | | 111,574 | | | | 12/06/2017 | 4,762 | | 10.36 | | Sell to Cover | 33.50 | | 110,193 | | | | 12/7/2017 | 4,762 | | 10.36 | | Sell to Cover | 33.55 | | 110,431 | | | | 12/8/2017 | 4,762 | | 10.36 | | Sell to Cover | 33.68 | | 111,050 | | | | 12/11/2017 | 4,762 | | 10.36 | | Sell to Cover | 33.66 | | 110,955 | | | | 12/12/2017 | 4,762 | | 10.36 | | Sell to Cover | 34.09 | | 113,002 | | | | 12/13/2017 | 4,756 | | 10.36 | | Sell to Cover | 34.83 | | 116,379 | |
(1) Rounded to nearest penny.
Nonqualified Deferred Compensation
The only Named Executive Officer currently participating in the Deferred Plan is Mr. Askren. Mr. Askren deferred intoallows executives to defer compensation to a cash account earning interest at a rate set annually at 1% above the prime interest rate or to the Corporation's notional stock account the after-tax value of his 2016 SIP award, which was granted in February 2017, totaling $326,586 and is reflected in the table below. The valueform of Mr. Askren's 2016 SIP award, before taxes, was $334,445. Mr. Askren's balancenonvoting share units earning dividends distributed to shareholders which are then automatically reinvested in additional nonvoting share units. In 2019, no Named Executive Officers participated in the Deferred Plan as of the end of 2017 was 72,681 nonvoting share units. Unless distributed earlier due to the occurrence of triggering events as described in the Deferred Plan (including death, disability or change in control): (i) a portion of this balance will be distributed upon separation from service, and (ii) the remainder will be distributed the later of (A) January 31, 2021 for a portion of the balance, January 31, 2022 for a portion of the balance, and January 31, 2023 for a portion of the balance, or (B) the date Mr. Askren is no longer employed by the Corporation.Plan.
For additional information on the Deferred Plan, see "Additional"Additional Compensation Programs and Policies – Deferred Compensation Plan" on page 26 of this Proxy Statement. | Name | Executive Contributions in Last FY ($) (1) | Aggregate Earnings in Last FY ($) (2) | Aggregate Balance at Last FYE ($) (3) | | Stan A. Askren | 326,586 | | (1,022,908) | | 2,803,318 | | | Marshall H. Bridges | 0 | | 0 | | 0 | | | Kurt A. Tjaden | 0 | | 0 | | 0 | | | Jeffrey D. Lorenger | 0 | | 0 | | 0 | | | Vincent P. Berger | 0 | | 0 | | 0 | | | Jerald K. Dittmer | 0 | | 0 | | 0 | |
Notes
(1) | The amount of Mr. Askren's contribution before taxes, $334,445, is reflected in the "All Other Compensation" column of the Summary Compensation Table for Mr. Askren's 2016 compensation. |
(2) | The reported dollar value is the sum of (i) share price appreciation (or depreciation) in the account balance during 2017 not attributable to contributions, withdrawals or distributions during 2017 and (ii) dividends earned on the account balance during 2017. The share price appreciation (or depreciation) is calculated by first multiplying 63,604, the number of nonvoting share units in Mr. Askren's account at the end of 2016, by $38.57, the closing price of a share of Common Stock on December 29, 2017, the last trading day of 2017; and then subtracting from this amount Mr. Askren's aggregate account balance at the end of 2016 – $3,556,736. The dividends earned on the account balance during 2017 were $80,621. |
(3) | The reported dollar value is calculated by multiplying 72,681, the number of nonvoting share units in Mr. Askren's account at the end of 2017, by $38.57, the closing price of a share of Common Stock on December 29, 2017, the last trading day of 2017. |
28.
Compensation Ratio
HNI Corporation designs, manufactures, and sells office furniture and hearth products and related services. The Corporation is organized into a corporate headquarters and operating units with offices, manufacturing plants, distribution centers and sales showrooms in the Americas and Asia Pacific. As of October 1, 2017, our member population was distributed as follows (all numbers approximate):
Members by Geography:
| | The Americas | 7,600 | Asia Pacific | 1,400
| Total | 9,000 |
The Corporation’s compensation programs vary from region to region. We are uniquely positioned in our industry as a fully vertically integrated corporation, which requires a wide range of member capabilities and expertise to carry product from design and fabrication through delivery. Approximately two-thirds of members are compensated on an hourly basis.
CEO pay is closely tied to company performance and is designed to attract and retain talent in a highly-competitive market. Median member pay is also based on closely monitored competitive labor markets, taking into account a member’s skills and expertise.
Methodology for Calculating Ratio
For purposes of the compensation ratio calculation, and in accordance with the SEC’s disclosure rules, we utilized the same median member identified in 2017 for our 2018 and 2019 compensation ratio calculation disclosures. We do not believe there were changes in our member population or compensation arrangements that would significantly impact our compensation ratio disclosure. For a detailed description of how we identified our median member, based onrefer to our worldwide workforce, without regard to location, compensation arrangements, or employment status (full-time versus part-time). Accordingly, to identify the median annual compensation of our members, as well as to determine2018 Proxy Statement.
For the annual total compensation of the “median member”member,” we identified and calculated the CEO, we usedelements of the following methodology: | 1. | Selected October 1, 2017 as the date upon which we identified the “median member.” |
| 2. | Excluded approximately 400 members who are employed in India and 20 members who are employed in Taiwan from the determination of the “median member,” given the small number of members in those jurisdictions. In total, we excluded less than 5% of our workforce from the calculation. The member population, after taking into consideration the adjustment, consisted of approximately 8,500 individuals (7,500 U.S. members and 1,000 non-US members). |
| 3. | Annualized the compensation of members hired in 2017. |
| 4. | Applied an exchange rate of 1 Hong Kong Dollar to .1281 U.S. Dollars when calculating member compensation for our Hong Kong location. For members in China, we applied an exchange rate of 1 Chinese Renminbi to .1502 U.S. Dollars. Both exchange rates are as of September 30, 2017. |
| 5. | Selected base salary or wages plus overtime pay for the nine-month period ending September 30, 2017 to measure compensation of the Corporation's members. |
| 6. | For the annual total compensation of the “median member,” we identified and calculated the elements of the member’s compensation for 2017member’s compensation for 2019 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $78,272. The difference between the median member’s wages with overtime pay and the member’s annual total compensation represents an additional three months of wages with overtime pay and the estimated value of the member’s health care benefits, retirement-related benefits, and disability insurance (estimated for the member and the member’s eligible dependents at $23,961). |
| 7. | For the annual total compensation of our CEO, we used the amount reported in the “Total” column of our 2017 Summary Compensation Table included in this Proxy Statement, plus the estimated value of the CEO’s health care benefits, retirement-related benefits, and disability insurance (estimated for the member and the member’s eligible dependents at $24,854). |
For fiscal 2017, the median of the annual total compensation of $71,332. The difference between the Corporation's members inmedian member’s wages with overtime pay and the Americasmember’s annual total compensation represents the estimated value of the member’s health care benefits, retirement-related benefits, and Asia Pacific (other than our CEOdisability insurance (estimated for the member and members in India and Taiwan), was $78,272, andthe member’s eligible dependents at $17,808).
For the annual total compensation of our CEO, we used the amount reported in the "Total" column of our 2019 Summary Compensation Table on page 31, plus the estimated value of the CEO's health care benefits, retirement related benefits, and disability insurance (estimated for the CEO and the CEO's eligible dependents at $19,879).
In fiscal 2019, the total compensation of our CEO, using 2019 compensation data, was $4,172,784.$4,226,921, and the "median member" total compensation was $71,332. Based on this information, for 20172019, the ratio of the annual total compensation of Mr. AskrenLorenger to the median member’s"median member" annual total compensation is 5359 to 1. This compensation ratio is a reasonable estimate calculated in a manner1, reasonably estimated consistent with Item 402(u) of Regulation S-K. Due to the variability of the CEO'sCEO’s performance-based compensation, the compensation ratio canmay differ significantly from year to year.
Potential PaymentsPayment Upon Termination or Change in Control
Retirement, death, disability and change in control ("CIC") events trigger the payment of compensation to the Named Executive Officers.
Change in Control Employment Agreements.Agreements The Named Executive Officers
Messrs. Lorenger, Bridges, Berger, Tjaden and a fewone other executiveskey executive have Change in Control EmploymentCIC Agreements with the Corporation. The CIC Agreements are designed to assure continuity of executive management during a threatened takeover and ensure executive management can objectively evaluate any CIC proposal and act in the best interests of shareholders. The CIC Agreements are part of a competitive compensation package to attract and retain top-quality executives.
Under the CIC Agreements, executives are eligible for severance benefits in the event there is a "double trigger;" meaning both a CIC of the Corporation and termination of employment (if termination was by the executive for good reason or by the Corporation for any reason other than cause or disability). The termination must occur (i) during the two-years following a CIC or (ii) prior to the CIC where the executive's termination is directly related to the CIC. The benefits include: a lump-sum severance payment equal to two times (three times for the CEO) the sum of (i) the executive's annual base salary and (ii) the average of the executive's annual incentive compensation awards for the prior two years; annual salary through the date of termination and a bonus equal to the average of the executive's annual incentive compensation awards for the prior two years; continuation of certain medical and dental benefits for up to 18 months and group life insurance benefits for up to two years; and a lump-sum payment for the cost of health and dental coverage for an additional six months and a lump-sum payment for two years of continued participation in disability benefit plans.
In exchange for the CIC severance benefits, each executive is subject to confidentiality and non-competition provisions for one year from the date of termination. The CIC Agreement defines a CIC as having occurred: • when a third person or entity becomes the beneficial owner of 20% or more of the outstanding Common Stock, subject to certain exceptions; • when more than one-third of the Board is composed of persons not recommended by at least three-fourths of the incumbent Board; • upon the occurrence of certain business combinations involving the Corporation; or • upon approval by shareholders of a complete liquidation or dissolution.
Cause is defined as acts of dishonesty resulting in substantial personal enrichment at the Corporation's expense or repeated willful or deliberate violations of obligations under the CIC Agreement resulting in material injury to the Corporation.
Good reason is defined as: • a substantially adverse change in the executive's position, authority or responsibilities; • the Corporation's failure to comply with the CIC Agreement; • a change of more than 50 miles in the executive's principal place of work; • a purported termination of the executive's employment not permitted by the CIC Agreement; or • a successor company not assuming the CIC Agreement.
Depending onIn 2016, the Corporation adopted a new form of CIC Agreement to which a Named Executive Officer is a party,that excludes obligations of the Corporation may be obligated to "gross-up" thean executive's compensation for any excise tax, for any federal, state and local income taxes applicable to the excise tax "gross-up", and for tax penalties and interest imposed on "excess parachute payments" (i.e., excess severance or CIC payments), as defined in Section 280G of the Internal Revenue Code. A gross-up payment is payable only to the extent the present valueAs of the severance payments exceeds 110% of three times the executive's annualized compensation for the most recent five years ending before the CIC occurred. If the 110% hurdle is not exceeded, the severance or CIC payments to the executive are reduced to the minimum extent necessary so no portion of the executive's benefit constitutes an excess parachute payment subject to the excise tax. The Corporation may also be obligated to gross up the lump-sum payment for health and dental coverage for tax liability.
In 2016, the Corporation adopted a new form of CIC Agreement that does not include excise tax gross-up provisions. This is the only material difference between the new CIC Agreement and the prior agreement. The new form of CIC Agreement will be used forNovember 8, 2018, all executives entering intowith CIC Agreements going forward. Marshall H. Bridges entered into the new CIC Agreement when he was appointed Vice President and Chief Financial Officer on January 19, 2017. Vincent P. Berger entered into the new CIC Agreement when he was appointed President, Hearth & Home Technologies in 2016. Jeffrey D. Lorenger's CIC Agreement was not amended or altered in relation to his promotion in 2017, therefore he is not partyhave transitioned to the new form of CIC Agreement.which excludes the excise tax gross-up.
The Compensation Committee does not view the CIC Agreements as an element of current compensation, and the agreements do not necessarily affect the Compensation Committee's annual decisions with respect to the compensation elements of the executive compensation program. The
In the event of a CIC, the Compensation Committee reviewswould review information pertaining to compensation payable to the Named Executive Officers upon a CIC.Officers.
Other Compensation Triggered by a Change in Control Event.Event
Under the Stock Plans, upon a CIC, vesting is accelerated for each outstanding RSU award and stock option. Under both the Annual Incentive Plan and the Long-Term Performance Plan, the Board values each outstanding award prior to the effective date of a CIC and the values are payable within 30 days of a CIC. The foregoing payments occurring on or after a CIC are not conditioned on termination of employment.
The following tables quantify compensation payable to the Named Executive Officers upon a CIC. The tables include only compensation items not available to all salaried members and assume the event occurred on December 30, 2017. The "Total" column in each of the following tables does not include deferred compensation, which may be payable sooner than the original election date. For a discussion of the Corporation's obligations to the Named Executive Officers under the Deferred Plan, see the Nonqualified Deferred Compensation for 2017 Table above.28, 2019. Value in Event of Involuntary Termination or Voluntary Termination for Good Reason Following a Change in Control | | | Name | Cash Severance Under CIC Agreement ($) (1) | Additional Benefits Under CIC Agreement ($) (2) | Annual Incentive Plan Acceleration ($) (3) | Long-Term Performance Plan Acceleration ($) (4) | Stock Options Acceleration ($) (5) | Excise Tax Gross-Up Under CIC Agreement ($) (6) | Total ($) |
Cash
Payment Under CIC Agreement
($) (1) |
Total
Value of Benefits Under CIC Agreement
($) (2) | Annual Incentive Plan
Acceleration
($) (3) | Long-Term Performance Plan
Acceleration
($) (4) |
Stock Option
Acceleration
($) (5) |
Total
($) | | Stan A. Askren | 8,957,496 | 51,946 | 192,752 | 762,953 | 2,355,183 | 0 | 12,320,330 | | | Jeffrey D. Lorenger | | 3,795,993 | 55,694 | 870,824 | 415,086 | 390,176 | 5,527,773 | | Marshall H. Bridges | 1,240,023 | 37,183 | 41,580 | 98,246 | 86,642 | 0 | 1,503,674 | 1,228,682 | 41,484 | 304,238 | 106,932 | 54,591 | 1,735,927 | | Vincent P. Berger | | 1,568,686 | 57,019 | 266,726 | 93,305 | 61,805 | 1,959,305 | | Kurt A. Tjaden | 1,714,515 | 53,822 | 397,141 | 142,459 | 439,189 | 0 | 2,747,126 | 1,932,893 | 55,694 | 245,754 | 108,097 | 261,777 | 2,604,215 | | Jeffrey D. Lorenger | 2,299,460 | 48,380 | 160,200 | 202,698 | 621,696 | 0 | 3,332,434 | | | Vincent P. Berger | 1,075,322 | 52,046 | 221,760 | 100,306 | 91,172 | 0 | 1,540,606 | | | Jerald K. Dittmer | 2,683,743 | 41,620 | 57,336 | 205,846 | 635,709 | 0 | 3,624,254 | |
NotesNotes | | | (1) | Amounts in this column include the following: (i) an amount equal to two times (three times for Mr. Askren)Lorenger) the sum of (a) the executive's annual base salary and (b) the average of the executive's annual incentive compensation awards for the prior two years; (ii) an incremental bonus payment equal to the difference of the executive's average prior two years annual incentive awards and the current year annual incentive award payable; (iii) an amount equal to the value of the cost of health and dental coverage for an additional six months from the date of termination; (iv) an amount equal to the value of the "gross-up" for any federal, state and local taxes applicable to the value of six months of health and dental coverage continuation; and (v) an amount equal to the value of 24 months of continued participation in the Corporation's accidental death and travel accident insurance plan and disability plans. The amount of cash severance payable to Mr. AskrenBerger was reduced by $902,869,$88,236 so no portion of the executive's benefit constitutes an excess parachute payment subject to the excise tax as the 110 percent hurdle was not exceeded.tax. |
| | | (2) | Represents the value of the following benefits provided following termination of employment under the CIC Agreements for each Named Executive Officer: medical and dental benefits for 18 months, group life insurance benefits for 24 months, and the value of the Corporation’s required contributions to the Retirement Plan. |
| | | (3) | Represents the value of the annual incentive award earned for 2017,2019, which the Named Executive Officer would be entitled to receive under the Annual Incentive Plan if he remained employed by the Corporation on the last day of 2017.2019. |
| | | (4) | Represents the estimated 2015-20172017-2019 Plan, 2016-20182018-2020 Plan, and 2017-2019 Plan2019-2021 award payable. This amount has been based on the following economic profit assumptions ("Economic Profit Assumptions"). For the 2015-20172017-2019 Plan: (i) 76%0% of the targeted amount for 2015;2017; (ii) 0% of the targeted amount for 2016 ;2018; and (iii) 0% of the targeted amount for 2017.2019. Amount payable accounts for employment during the entire 36-month performance period. No amount would be payable until the first quarter of 2018.2020. For the 2016-20182018-2020 Plan: (i) 90% of the targeted amount for 2016; (ii) 0% of the targeted amount for 2017;2018; (ii) 38% of the targeted amount for 2019; and (iii) 100% of the targeted amount for 2018. The amount2020. Amount payable based on these assumptions has been prorated to accountaccounts for employment during 24 months of the 36-month performance period. No amount would be payable until the first quarter of 2019.2021. For the 2017-20192019-2021 Plan: (i) 0%83% of the targeted amount for 2017;2019; (ii) 100% of the targeted amount for 2018;2020; and (iii) 100% of the targeted amount for 2019.2021. Amount payable has been prorated to accountaccounts for employment during 12 months of the 36-month performance period. No amount would be payable until the first quarter of 2020.2022. Amounts included for the Long-Term Performance Plan are estimates and are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Due to the number of factors, the actual amounts we pay or distribute under the Long-Term Performance Plan may differ materially. Factors affecting these amounts include the financial performance of the Corporation during 2017, 20182019, 2020, and 20192021 and the achievement of economic profit goals. |
| | | (5) | Represents the value of accelerating the vesting of stock options not otherwise vested in accordance with the Stock Plan.Plans. These options will remain exercisable until the expiration date established at the time of award. |
(6) | Represents the payment to "gross-up" the executive's compensation for any excise tax and for any federal, state and local taxes applicable to the excise tax "gross-up." Messrs. Bridges' and Berger's CIC agreements do not include excise tax gross-up provisions, therefore they are not eligible for excise tax "gross-up" payments. |
Value in Event of Change in Control with No Employment Termination | | | Name | Cash Payment Under CIC Agreement ($) | Total Value of Benefits Under CIC Agreement ($) | Annual Incentive Plan Acceleration ($) (1) | Long-Term Performance Plan Acceleration ($) (2) | Stock Option Acceleration ($) (3) | Total ($) |
Cash
Payment Under CIC Agreement
($) |
Total
Value of Benefits Under CIC Agreement
($) | Annual Incentive Plan
Acceleration
($) (1) | Long-Term Performance Plan
Acceleration
($) (2) |
Stock Option
Acceleration
($) (3) | Total
($) | | Stan A. Askren | 0 | 2,058,840 | 762,953 | 2,355,183 | 5,176,976 | | | Jeffrey D. Lorenger | | — | 870,824 | 415,086 | 390,176 | 1,676,086 | | Marshall H. Bridges | 0 | 171,200 | 98,246 | 86,642 | 356,088 | — | 304,238 | 106,932 | 54,591 | 465,761 | | Vincent P. Berger | | — | 409,771 | 93,305 | 61,805 | 564,881 | | Kurt A. Tjaden | 0 | 488,710 | 142,459 | 439,189 | 1,070,358 | — | 430,139 | 108,097 | 261,777 | 800,013 | | Jeffrey D. Lorenger | 0 | 449,268 | 202,698 | 621,696 | 1,273,662 | | | Vincent P. Berger | 0 | 225,670 | 100,306 | 91,172 | 417,148 | | | Jerald K. Dittmer | 0 | 658,940 | 205,846 | 635,709 | 1,500,495 | |
NotesNotes | | | (1) | Represents the higher of the value of the annual incentive award earned for 2017,2019, or paid in respect to the three full fiscal years immediately prior to the CIC effective date. |
| | | (2) | Represents the estimated 2015-20172017-2019 Plan, 2016-20182018-2020 Plan, and 2017-20192019-2021 Plan awardawards payable. See Economic Profit Assumptions in footnote 4 of the above table titled Value in Event of Involuntary Termination or Voluntary Termination for Good Reason Following a Change in Control on Page 36 of this Proxy Statement. Control. |
| | | (3) | Represents the value of accelerating the vesting of stock options not otherwise vested in accordance with the Stock Plans. These options will remain exercisable until the expiration date established at the time of award. |
Compensation Triggered By Retirement, Death or Disability.Disability
Upon retirement at age 65, or after age 55 with ten years of service, all outstanding Annual Incentive Plan, Long-Term Performance Plan and stock option awards immediately vest. Upon disability or death, all outstanding Annual Incentive Plan, Long-Term Performance Plan, stock option and RSU awards immediately vest. Option holders who terminate employment due to disability may exercise stock options, which fully vest as of the date of disability, until the earlier of the expiration date of the stock option or the second anniversary of the date of disability. The representatives of option holders whose employment is terminated due to death may exercise stock options, which shall fully vest as of the date of death, until the earlier of the expiration date of the stock option or the second anniversary of the date of death. Option holders who terminate employment due to retirement may exercise stock options, which shall fully vest as of the date of retirement, until the earlier of the expiration of the stock option, or the third anniversary of the date of retirement.option.
In the event of a termination of employment not due to a CIC event, retirement, death or disability, the Named Executive Officers receive only those benefits available to all members. However, theThe Named Executive Officers may exercise stock options which are vested as of the date of termination until the earlier of the expiration of the stock option or 180 days following the date of termination.
The following table quantifies compensation payable to the Named Executive Officers in the event of death, disability or retirement. Only Messrs. Askren and Dittmer wereMr. Tjaden was retirement eligible as of the last business day of 2017,2019, so retirement information is provided only for them. The "Total" column does not include deferred compensation, which may be payable sooner than the original election date. For a discussion of the Corporation's obligations to the Named Executive Officers under the Deferred Plan, see the Nonqualified Deferred Compensation for 2017 Table above.him.
Value in Event of Retirement, Death Disability, or RetirementDisability | | | Name | Life Insurance Proceeds ($) (1) | Retirement & Profit Sharing (2) | Annual Incentive Plan Acceleration ($) (3) | Long-Term Performance Plan Acceleration ($) (4) | Stock Options Acceleration ($) (5) | Total Value in Event of Death ($) | Total Value in Event of Disability ($) | Total Value in Event of Retirement ($) | Life Insurance Proceeds
($) (1) |
Retirement
& Profit Sharing
(2) |
Annual Incentive Plan
Acceleration
($) (3) | Long-Term Performance Plan
Acceleration
($) (4) | Stock Options
Acceleration
($) (5) | Total Value in Event of Death
($) | Total Value in Event of Disability
($) | Total Value in Event of Retirement
($) | | Stan A. Askren | 150,000 | 23,311 | 192,752 | 762,953 | 2,355,183 | 3,484,199 | 3,334,199 | 3,334,199 | | | Jeffrey D. Lorenger | | 150,000 | 24,969 | 870,824 | 415,086 | 390,176 | 1,851,055 | 1,701,055 | N/A | | Marshall H. Bridges | 150,000 | 21,867 | 41,580 | 98,246 | 86,642 | 398,335 | 248,335 | N/A | 150,000 | 24,969 | 304,238 | 106,932 | 54,591 | 640,730 | 490,730 | N/A | | Vincent P. Berger | | 150,000 | 26,294 | 266,726 | 93,305 | 61,805 | 598,130 | 448,130 | N/A | | Kurt A. Tjaden | 150,000 | 25,188 | 397,141 | 142,459 | 439,189 | 1,153,977 | 1,003,977 | N/A | 150,000 | 24,969 | 245,754 | 108,097 | 261,777 | 790,597 | 640,597 | 640,597 | | Jeffrey D. Lorenger | 150,000 | 19,746 | 160,200 | 202,698 | 621,696 | 1,154,340 | 1,004,340 | N/A | | | Vincent P. Berger | 150,000 | 23,412 | 221,760 | 100,306 | 91,172 | 586,650 | 436,650 | N/A | | | Jerald K. Dittmer | 150,000 | 23,701 | 57,336 | 205,846 | 635,709 | 1,072,592 | 922,592 | 922,592 | |
NotesNotes | | | (1) | Represents the proceeds of the life insurance policy maintained by the Corporation for each of the Named Executive Officer under the Life Insurance Plan. The policy amount is equal to the lesser of the insured's annual base salary or $150,000. This amount only applies to the Total Value in Event of Death. |
| | | (2) | Represents the value of the Corporation’s required contributions to the Retirement Plan. |
| | | (3) | Represents the value of the annual incentive award earned for 2017,2019, which the Named Executive Officer would be entitled to receive under the Annual Incentive Plan if he remained employed by the Corporation on the last day of 2017.2019. |
| | | (4) | Represents the estimated 2015-20172017-2019 Plan, 2016-20182018-2020 Plan, and 2017-20192019-2021 Plan awardawards payable. See Economic Profit Assumptions in footnote 4 of the table titled Value in Event of Involuntary Termination or Voluntary Termination for Good Reason Following a Change in Control on Page 36page 37 of this Proxy Statement. Statement. |
| | | (5) | Represents the value of accelerating the vesting of stock options not otherwise vested in accordance with the Stock Plans. These options will remain exercisable until two years from the date of death or disability, and three years fromin the case of retirement until the expiration date of retirement.the option. |
PROPOSAL NO. 3 – ADVISORY VOTE TO APPROVENAMED EXECUTIVE OFFICER COMPENSATION
The Corporation conducts an annual shareholder advisory vote on named executive officer compensation as recommended by the Board, and approved by shareholders.
We urge shareholders to read the CD&A and other sections of this Proxy Statement describing how our executive compensation program operates. The Compensation Committee and the Board believe the Corporation’s compensation program is effective in long-term shareholder value creation and contributing to the Corporation’s continuing success.
Accordingly, we ask shareholders to vote FOR the following resolution at the Meeting:
"RESOLVED, the shareholders approve, on an advisory basis, the compensation of the Named Executive Officers as disclosed in this Proxy Statement pursuant to the compensation disclosure rules of the SEC, including the CD&A, compensation tables and narrative discussion."
The vote on this proposal is advisory and not binding on the Corporation, the Compensation Committee or the Board. However, the Compensation Committee and the Board value the opinions expressed by our shareholders and will carefully consider the outcome of this vote when making future compensation decisions for the Named Executive Officers.
Required Vote
The affirmative vote of the holders of a majority of the Outstanding Shares voted at the Meeting is required to adopt the resolution. Abstentions and broker non-votes will not be counted for purposes of determining whether this Proposal has received sufficient votes for approval.
Recommendation of the Board
THE BOARD RECOMMENDS A VOTE "FOR" ADOPTION OF THE RESOLUTION APPROVING THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT. | | | | | | | Other Information |
DELINQUENT SECTION 16(a) REPORTS
Security OwnershipSection 16(a) of Certain Beneficial Ownersthe Exchange Act requires that the Corporation's directors, executive officers, and persons who own more than 10% of the Company's common stock, file reports of their securities ownership and changes in such ownership with the SEC. Specific due dates for these reports have been established by the SEC, and the Corporation is required to report in this Proxy Statement any known failure to file by these dates during 2019.
Based solely on our review of the copies of the reports the Corporation has received, and on written representations from certain reporting persons, the Corporation believes the persons subject to Section 16(a) reporting complied with applicable SEC filing requirements during 2019 with the exception of a Form 4 filing on behalf of Brian Stern, with respect to his disposition of shares that occurred on December 2, 2019, which was filed late on December 6, 2019.
BENEFICIAL OWNERSHIP OF THE CORPORATION'S STOCK
Persons Owning More than Five Percent of the Company's Stock
On the Record Date, there were 43,442,707 Outstanding Shares. On that date,42,708,614 outstanding shares and, to the Corporation's knowledge, there were three shareholders who owned beneficially more than 5% of all Outstanding Shares.outstanding shares. The table below contains information, as of that date (except as noted below), regarding the beneficial ownership of these entities. Unless otherwise indicated, the Corporation believes each of the entities listed below has sole voting and investing power with respect to all the shares of Common Stockcommon stock indicated. | | Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percent of Class | Amount and Nature of Beneficial Ownership | Percent of Class | State Farm Insurance Companies (1) One State Farm Plaza Bloomington, Illinois 61710 | 7,384,089 | (2) | 17.0% | 5,628,800 | (2) | 13.2% | BlackRock, Inc. (3) 55 East 52nd Street New York, New York 10055 | 4,445,264 | (4) | 10.2% | 5,034,687 | (4) | 11.8% | The Vanguard Group, Inc. (5) 100 Vanguard Boulevard Malvern, PA 19355 | 3,757,450 | (6) | 8.6% | 4,207,614 | (6) | 9.9% |
NotesNotes | | | (1) | State Farm Insurance Companies consists of the following entities: State Farm Mutual Automobile Insurance Company; State Farm Fire and Casualty Company; State Farm Investment Management Corp.; State Farm Insurance Companies Employee Retirement Trust; State Farm Mutual Fund Trust; State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees; State Farm Life Insurance Company; State Farm Associates Funds Trust - State Farm Growth Fund; and State Farm Associates Funds Trust - State Farm Balanced Fund. |
Associates Funds Trust - State Farm Growth Fund; State Farm Associates Funds Trust - State Farm Balanced Fund; and State Farm Variable Product Trust.
| | | (2) | Information is based on a Schedule 13G filed February 8, 2018January 28, 2020 with the SEC by State Farm Insurance Companies for the period ended December 31, 2017. Of the 7,384,089 shares beneficially owned,2019. State Farm Insurance Companies has sole voting and investment power with respect to 7,366,400 shares and shared voting and investment power with respect to 17,689all 5,628,800 beneficially owned shares. |
| | | (3) | The following subsidiaries of BlackRock, Inc. hold the shares of Common Stock noted: BlackRock Institutional Trust Company, N.A.; BlackRock Fund Advisors; BlackRock Asset Management Canada Limited; BlackRock Asset Management Schweiz AG; BlackRock Advisors, LLC; BlackRock Investment Management, LLC; BlackRock Financial Management, Inc.; BlackRock Asset Management Ireland Limited; BlackRock Investment Management (Australia) Limited; BlackRock Investment Management (UK) Limited; and BlackRock (Netherlands) B.V. |
| | | (4) | Information is based on a Schedule 13G/A filed January 19, 2018February 4, 2020, with the SEC by BlackRock, Inc., for the period ended December 31, 2017.2019. Of the 4,445,2645,034,687 shares beneficially owned, BlackRock Inc. has sole investment power with respect to all shares and sole voting power with respect to 4,340,3184,941,561 shares. |
| | | (5) | The following subsidiaries of The Vanguard Group, Inc. hold the shares of Common Stock noted: Vanguard Fiduciary Trust Company and Vanguard Investments Australia, Ltd. |
| | | (6) | Information is based on a Schedule 13G/A filed February 9, 201812, 2020 with the SEC by The Vanguard Group, Inc., for the period ended December 31, 2017.2019. Of the 3,619,0064,207,614 shares beneficially owned, The Vanguard Group, Inc. has sole voting power with respect to 884,44179,632 shares, shared voting power with respect to 6,068 shares, sole investment power with respect to 3,670,1194,127,402 shares, and shared investment power with respect to 87,33180,212 shares. |
Directors and Executive Officers
The following table sets forth the beneficial ownership of Common Stockcommon stock as of the Record DateMarch 6, 2020 for each Directorof the Corporation's directors and nominee for Director, each Named Executive Officer and for all current Directorsnamed executive officers, and executive officers of the Corporation as a group.group as of that date, including shares of common stock that each has a right to acquire within 60 days after March 6, 2020. The address of the persons listed below is 600 East Second Street, Muscatine, Iowa 52761. Name of Beneficial Owner | Common Stock (1) | Common Stock Units (2) | Stock Options Exercisable as of the Record Date or Within 60 Days Thereof | Total Stock and Stock-Based Holdings | Percent of Class (3) | | Stan A. Askren | 159,879 | 81,930 | 920,072 | 1,161,881 | 2.7% | | Mary A. Bell | 16,996 | 30,931 | — | 47,927 | * | | Miguel M. Calado | 50,207 | — | — | 50,207 | * | | Cheryl A. Francis | 60,746 | — | — | 60,746 | * | | John R. Hartnett | 5,747 | — | — | 5,747 | * | | Mary K.W. Jones | 5,512 | 2,396 | — | 7,908 | * | | Larry B. Porcellato | 17,477 | 19,303 | — | 36,780 | * | | Abbie J. Smith | 6,990 | 50,740 | — | 57,730 | * | | Brian E. Stern | 44,836 | — | — | 44,836 | * | | Ronald V. Waters, III | 19,193 | 14,961 | — | 34,154 | * | | Marshall H. Bridges | 9,783 | — | 25,095 | 34,878 | * | | Kurt A. Tjaden | 40,805 | — | 192,561 | 233,366 | * | | Jeffrey D. Lorenger | 28,283 | — | 181,131 | 209,414 | * | | Vincent P. Berger | 7,643 | — | 30,778 | 38,421 | * | | Jerald K. Dittmer | 33,809 | — | 306,008 | 339,817 | * | | All Directors and executive officers as a group – (17 persons) | 509,679 | 200,261 | 1,397,974 | 2,107,914 | 4.9% |
| | | | | | | | Name of Beneficial Owner | Common Stock
(1) | Common
Stock Units (2) | Stock Options Exercisable as of the Record Date or Within
60 Days Thereof | Total Stock and Stock-Based Holdings |
Percent of Class
(3)
| | Mary A. Bell | 26,799 | 32,741 | — | 59,540 | * | | Miguel M. Calado | 46,327 | — | — | 46,327 | * | | Cheryl A. Francis | 66,815 | — | — | 66,815 | * | | John R. Hartnett | 15,444 | — | — | 15,444 | * | | Mary K.W. Jones | 13,325 | 2,536 | — | 15,861 | * | | Larry B. Porcellato | 25,284 | 20,618 | — | 45,902 | * | | Dhanusha Sivajee | 3,675 | — | — | 3,675 | * | | Abbie J. Smith | 14,344 | 53,709 | — | 68,053 | * | | Brian E. Stern | 30,905 | — | — | 30,905 | * | | Ronald V. Waters, III | 15,262 | 15,836 | — | 31,098 | * | | Jeffrey D. Lorenger | 35,021 | — | 266,948 | 301,969 | * | | Marshall H. Bridges | 13,523 | — | 37,035 | 50,558 | * | | Vincent P. Berger | 11,023 | — | 38,578 | 49,601 | * | | B. Brandon Bullock | — | — | — | — | * | | Kurt A. Tjaden | 45,153 | — | 136,239 | 181,392 | * | | All Directors and executive officers as a group – (18 persons) | 406,589 | 125,440 | 576,896 | 1,108,925 | 2.6% |
Notes
Notes | | | (1) | Includes restricted shares held by executive officers over which they have voting power but not investment power, shares held directly or in joint tenancy, shares held in trust, by broker, bank or nominee or other indirect means and over which the individual or member of the group has sole voting or shared voting and/or investment power. Each individual or member of the group has sole voting and/or investment power with respect to the shares shown in the table above, except Mr. Askren's spouse shares voting and investment power with respect to 7,588 of the 159,879 shares listed above for Mr. Askren, and Mr. Calado's former spouse shares voting and investment power with respect to 4,0002,700 of the 50,20746,327 shares listed above for Mr. Calado. |
| | | (2) | Indicates the nonvoting share units credited to the account of the named individual or members of the group, as applicable, under either the Deferred Plan or the Directors Deferred Plan. For additional information on the Deferred Plan, see "Additional Compensation Programs and Policies – Deferred Compensation Plan" on page 26 and the Nonqualified Deferred Compensation Table on page 33 of this Proxy Statement.28. For additional information on the Directors Deferred Plan, see "Director Compensation" on page 10 13of this Proxy Statement. |
EQUITY COMPENSATION PLAN INFORMATION
The following table provides information as of December 30, 2017, about Common Stock which may be issued under the Corporation's equity compensation plans.
| Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b) (3) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c) | | Equity Compensation Plans approved by security holders | 3,897,620 (1) | | 34.63 | | 4,417,075 (4) | | | Equity Compensation Plans not approved by security holders | 242,322 (2) | | –– | | 606,557 (5) | | | Total | 4,139,942 | | 34.63 | | 5,023,632 | |
Notes(1) | Includes: (i) shares to be issued upon the exercise of outstanding stock options granted under the Stock Plan – 3,562,284; (ii) shares to be issued upon the vesting of outstanding RSUs under the Stock Plan – 37,000; and (iii) the target value of the 2017 Annual Incentive Plan awards for all award recipients divided by $38.57, the closing price of a share of Common Stock on December 29, 2017, the last trading day of Fiscal 2017 – 298,336. As of the last day of Fiscal 2017, there were no outstanding warrants or rights under the Stock Plan or the Prior Stock Plan and options, warrants, rights or RSUs under the 2007 Equity Plan or the 2007 Equity Plan for Non-Employee Directors. The number of shares attributable to Annual Incentive Plan awards also overstates expected Common Stock dilution as the Corporation did not pay out any portion of the 2017 Annual Incentive Plan awards for any recipient in the form of Common Stock. |
(2) | Includes the nonvoting share units credited to the account of individual executive officers or Directors under either the Deferred Plan – 77,500 or the Directors Deferred Plan – 164,822. For additional information on the Deferred Plan, see "Additional Compensation Programs and Policies – Deferred Compensation Plan" on page 26 and the Nonqualified Deferred Compensation Table on page 33 of this Proxy Statement. For additional information on the Directors Deferred Plan, see "Director Compensation" on page 10 of this Proxy Statement.
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(3) | This column does not take into account any of the RSUs, Long-Term Performance Plan awards, Annual Incentive Plan awards or nonvoting share units discussed in Notes 1 and 2 above. |
(4) | Includes shares available for issuance under the Stock Plan – 3,399,550, the 2017 Director's Equity Plan – 274,241 and the MSPP – 743,284. Of the 3,400,000 shares originally available for issuance under the Stock Plan, no more than 1,500,000 of the shares can be issued as full-value awards. At the end of 2017, 1,499,550 of the 1,500,000 shares reserved for full-value awards were available for issuance. The MSPP allows members to purchase Common Stock at 85% of the closing share price on each quarterly exercise date up to an annual aggregate amount of $25,000 per year and is available generally to all members.
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(5) | Includes nonvoting share units available for issuance under the Deferred Plan – 233,550 and the Directors Deferred Plan – 373,007. |
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under the federal securities laws, the Directors and executive officers of the Corporation, and certain persons who own more than 10% of the Outstanding Shares, are required to report their ownership of Common Stock and changes in ownership to the SEC and the NYSE. Specific due dates for these reports have been established by the SEC, and the Corporation is required to report in this Proxy Statement any known failure to file by these dates during 2017.
Based solely on our review of the copies of the reports the Corporation has received, or written representations from certain reporting persons, the Corporation believes during 2017 all reporting persons made all filings required by Section 16(a) of the Exchange Act on a timely basis except as follows: due to an administrative oversight on the part of the Corporation related to the award of stock options, Form 4 reports for the following individuals were filed February 21, 2017, one business day after the filing deadline: (i) Julie M. Abramowski, Vice President, Corporate Controller; (ii) Stan A. Askren, Chairman, President & Chief Executive Officer; (iii) Vincent P. Berger, President, Hearth & Home Technologies; Executive Vice President, HNI Corporation; (iv) Steven M. Bradford, Senior Vice President, General Counsel & Secretary; (v) Marshall H. Bridges, Senior Vice President and Chief Financial Officer; (vi) Jerald K. Dittmer, retired Senior Vice President, Strategic Development; (vii) Jeffrey D. Lorenger, President, Office Furniture; (viii) Donna D. Meade, Vice President, Member & Community Relations; and (ix) Kurt A. Tjaden, Senior Vice President and President, HNI International.
DEADLINE FOR SHAREHOLDER PROPOSALS FOR THE 20192021 ANNUAL MEETING
Proposals by shareholders intended to be presented at the 20192021 Annual Meeting must be received at the Corporation's executive offices no later than November 23, 201826, 2020 to be included in the proxy statement and form of proxy. All shareholder notice of proposals submitted outside the processes of Exchange Act Rule 14a-8 must be received between January 5, 2021 and February 7, 2019 and March 9, 20194, 2021 to be considered for presentation at the 20192021 Annual Meeting, but will not be included in the proxy statement. In addition, shareholder proposals must comply with the informational requirements contained in Section 2.16(a)(2) of the By-laws in order to be presented at the 20192021 Annual Meeting. On written request to the Corporate Secretary at HNI Corporation, 600 East Second Street, Muscatine, Iowa 52761, the Corporation will provide, without charge to any shareholder, a copy of the By-laws.
OTHER MATTERS
The Board knows of no other matters that will be brought before the Meeting, but, if other matters properly come before the Meeting, it is intended the persons named in the proxy will vote the proxy according to their best judgment.
On written request to the Corporate Secretary at HNI Corporation, 600 East Second Street, Muscatine, Iowa 52761, the Corporation will provide, without charge to any shareholder, a copy of its Annual Report on Form 10-K for the year ended December 30, 2017,28, 2019, including financial statements and schedules, filed with the SEC. The report is also available on the Corporation's website at www.hnicorp.cominvestors.hnicorp.com under "Investors - Financial Reporting - SEC Filings.."
Information set forth in this Proxy Statement is as of March 23, 2018,2020, unless otherwise noted.
Steven M. Bradford Senior Vice President, General Counsel and Secretary March 23, 20182020
Notwithstanding anything to the contrary set forth in any of the Corporation'sCorporation's previous filings under the Securities Act of 1933 or the Exchange Act that might incorporate future filings, including this Proxy Statement, in whole or in part, the Audit Committee Report on page 1415 of this Proxy Statement and the Compensation Committee Report on page 2830 of this Proxy Statement shall not be incorporated by reference into any filings.
AnThe Corporation's 2019 Annual Report to Security Holders, including financial statements and schedules, of the Corporation for 2017on Form 10-K is being mailedavailable to shareholders of the Corporation together with this Proxy Statement.Statement free of charge at investors.hnicorp.com. The 2019 Annual Report to Security Holders does not form any part of the material for the solicitation of proxies.
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HNI CORPORATION 600 EAST SECOND STREET MUSCATINE, IA 52761 VOTE BY INTERNET - www.proxyvote.com UseGENERAL INFORMATION
Who can attend and vote at the InternetAnnual Meeting?
Shareholders of record as of the close of business on March 6, 2020 (the "Record Date") are entitled to transmit your voting instructionsattend and for electronic deliveryvote at the Annual Meeting. Each share of information. Vote by 11:59 p.m. ETthe Corporation's common stock, par value $1.00 per share, is entitled to one vote on 05/07/2018 for shares held directlyeach matter to be voted on at the Annual Meeting and by 11:59 p.m. ET on 05/03/2018 for shares held in a plan. Have your proxy card in hand when you accesscan be voted only if the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by the Corporation in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions aboveshareholder of record is present to vote usingor is represented by proxy.
What constitutes a quorum at the InternetAnnual Meeting?
The presence at the Annual Meeting, in person or represented by proxy, of the holders of a majority of the outstanding shares of common stock ("outstanding shares") on the Record Date will constitute a quorum. On the Record Date, there were 42,708,614 outstanding shares. To determine whether a quorum exists, proxies received but marked "abstain" and when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit yourso-called "broker non-votes" (described on the following page) will be counted as present.
What will I be voting instructions. Vote by 11:59 p.m. ET on 05/07/2018 for shares held directly and by 11:59 p.m. ET on 05/03/2018 for shares held in a plan. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: E04494-P71140 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. The Board of Directors recommends you vote FOR the following: 1 on?
Election of Directors For Against Abstain 1a. Stan A. Askren each of the four nominees for director named on page 14 of this Proxy Statement under "¨ ¨ ¨ 1b. Mary A. Bell ¨ ¨ ¨ 1c. Ronald V. Waters, III ¨ ¨ ¨ The BoardProposal No. 1 – Election of Directors recommends you vote FOR the following: For Against Abstain 2. RatifyDirectors." Ratification of the Audit Committee's selection of KPMG LLP as the Corporation's independent registered public accountantaccounting firm for the fiscal year ending December 29, 2018. January 2, 2021, as described on page 17 of this Proxy Statement under "¨ ¨ ¨ Proposal No. 2 – Ratification of Appointment of Independent Registered Public Accounting Firm." Adoption of an advisory resolution approving the compensation of the Corporation's named executive officers as described on page 18 of this Proxy Statement under "3.Proposal No. 3 – Advisory voteVote to approveApprove Named Executive Officer compensation. Compensation."¨ ¨ ¨ NOTE: Such
Why am I receiving my proxy materials electronically instead of receiving paper copies through the mail?
In accordance with SEC rules, instead of mailing a printed copy of our proxy materials to all of our shareholders, we have elected to furnish proxy materials to shareholders via the Internet. This supports our on-going commitment to sustainability by reducing costs associated with mailing proxy materials.
On or before March 26, 2020, we mailed to our shareholders of record (other than those who previously requested electronic delivery) a Notice of Internet Availability of Proxy Materials (the "Notice") containing instructions on how to access the proxy materials online and how to vote your shares after you have viewed our proxy materials. The Notice also contains instructions on how to request to receive a set of the proxy materials for the Annual Meeting by mail or electronically by email, in either case free of charge, and how to request future proxy materials be sent by mail or electronically by email. If you received the Notice, you will not receive a printed copy of the proxy materials unless you request one by following the instructions on the Notice.
How do I vote?
You can either vote in person at the Annual Meeting or by "proxy" (one of the individuals named on your proxy card will vote your shares as you have directed). We urge you to vote by "proxy" even if you plan to attend the Annual Meeting so we will know as soon as possible whether a quorum exists for us to hold the Annual Meeting.
You may vote your shares via a toll-free telephone number or over the Internet. If you received a paper copy of the proxy card by mail, you may vote by signing, dating and mailing the proxy card in the envelope provided. Instructions regarding these three methods of voting are contained in the Notice and the proxy card. The telephone and Internet voting facilities for shareholders will close at 11:59 p.m. Eastern Time on May 4, 2020. If you vote by mail, it must be received by May 4, 2020.
If you hold shares through the Corporation's retirement plan, your vote must be received by 11:59 p.m. Eastern Time on May 1, 2020.
If your shares of common stock are held for you as the beneficial owner through a broker, trustee or other nominee (such as a bank) in "street name," rather than held directly in your name, please refer to the information provided by your bank, broker or other holder of record to determine the options available to you. Since a beneficial owner is not the shareholder of record, you may not vote these shares in person at the Annual Meeting unless you obtain a legal proxy from the broker, trustee or other nominee holding your shares, giving you the right to vote the shares at the Annual Meeting.
If you sign, date and return the proxy card but do not specify how your shares are to be voted, then your proxy will vote your shares "FOR" all proposals, "FOR" election of each nominee for director, and in your proxy's discretion as to any other business aswhich may properly come before the meetingAnnual Meeting.
What discretion does my broker, trustee or other nominee have to vote my shares of Common Stock held in "street name"?
A broker, trustee or other nominee holding your shares of common stock in "street name" must vote those shares according to specific instructions it receives from you. New York Stock Exchange ("NYSE") rules determine the proposals on which brokers may not vote without specific instructions from you ("Non-Routine Proposals"). Your shares will not be voted on any adjournment thereofNon-Routine Proposal if you do not provide voting instructions, giving rise to what is called a "broker non-vote." Shares represented by broker non-votes will be counted as present for purposes of determining a quorum.
It is important, if you hold shares in "street name," that you provide specific voting instructions to your broker, trustee or other nominee or your shares will not be voted with respect to Proposal Nos. 1 and 3 because they are Non-Routine Proposals for which your broker, trustee or other nominee may not vote your shares in its discretion.
Can I change or revoke my vote or revoke my proxy?
Yes. You may change your vote at any time before the proxy is voted at the Annual Meeting. For shareholders of record, if you voted your proxy card by mail, you may revoke your proxy at any time before it is voted by executing and delivering a timely and valid later-dated proxy, by voting by ballot at the Annual Meeting or by giving written notice to HNI's Corporate Secretary. If you voted via the Internet or by telephone you may also change your proxies in their discretion. Yes No Please indicate ifvote with a timely and valid later-dated Internet or telephone vote, as the case may be, or by voting by ballot at the Annual Meeting. Attendance at the Annual Meeting will not revoke a proxy unless (a) you plangive proper written notice of revocation to attend this meeting. ¨ ¨ Please sign exactly asthe Secretary before the proxy is exercised or (b) you vote by ballot at the Annual Meeting. Once voting is completed at the Annual Meeting, you will not be able to revoke your name(s) appear(s) hereon. When signing as attorney, executor, administrator,proxy or other fiduciary, please give full title. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Datechange your vote.
How do I vote my shares in the Corporation's retirement plan?
If you participate in the Corporation's retirement plan, the proxy card you receive will include common stock allocated to your account. Properly completed and signed proxy cards, including telephone and Internet voting, will serve to instruct the plan trustee on how to vote any shares allocated to your account and a portion of all shares as to which no instructions have been received (the "undirected shares") from plan participants. The proportion of the undirected shares to which your instructions will apply will be equal to the proportion of the shares to which the trustee receives instructions represented by your shares.
How is the Corporation soliciting proxies?
The Corporation bears the cost of preparing, assembling and mailing the proxy materials related to the solicitation of proxies by and on behalf of the Board. In addition to the use of the mail, certain of the Corporation's officers may, without additional compensation, solicit proxies in person, by telephone or through other means of communication. The Corporation will bear the cost of this solicitation.
How will my vote get counted?
Broadridge Financial Solutions ("Broadridge") will use an automated system to tabulate the votes and will serve as the Inspector of Election.
Is my vote confidential?
Proxy instructions, ballots and voting tabulations identifying individual shareholders are handled in a manner to protect your voting privacy. Your vote will not be disclosed either within the Corporation or to third parties, except:
as necessary to meet applicable legal requirements; to allow for the tabulation of votes and certification of the vote; and to facilitate a successful proxy solicitation.
Occasionally, shareholders provide written comments on their proxy cards, which may be forwarded to the Corporation's management. How do I get to the Annual Meeting location?
The Annual Meeting will be held at HNI Corporate Headquarters, 600 East Second Street, Muscatine, Iowa. If driving to the Annual Meeting from Quad City International Airport, from the main exit traffic light go straight onto I-74 to I-280, turn right (cloverleaf) onto I-280 West, drive approximately 11 miles crossing the Baker Bridge, take the second exit in Iowa (Exit 6 - Muscatine), at the traffic light turn left (west) onto Highway 61 South, continue approximately 22 miles to Muscatine, continue on Highway 61 bypass, turn left (south) at the traffic light onto Park Avenue, veer right at the stop sign at the five-way stop onto Second Street, HNI Corporate Headquarters is approximately one mile on the left. If driving to the Meeting on I-80, take Exit 271 (Highway 38 South), drive approximately 12 miles, proceed through the major intersection of Highway 38 and Highway 61, continue on Park Avenue, veer right at the stop sign at the five-way stop onto Second Street, HNI Corporate Headquarters is approximately one mile on the left.
What is "Householding" of Proxy Materials?
As permitted by applicable law, we may deliver only one copy of certain of our documents, including the Notice of Internet Availability of Proxy Materials, Proxy Statement or Annual Report to shareholders residing at the same address, unless the shareholders have notified us of their desire to receive multiple copies. This process, which is commonly referred to as "householding," is intended to provide extra convenience for shareholders and cost savings for the Corporation. If you wish to opt-out of householding and continue to receive multiple copies of the proxy materials at the same address, you may do so at any time prior to thirty days before the mailing of the Notice of Internet Availability of Proxy Materials or the proxy materials themselves, which are typically mailed in March of each year, by notifying Broadridge in writing at: Broadridge Financial Solutions, Inc., Householding Department, 51 Mercedes Way, Edgewood, New York 11717 or by calling Broadridge at 1-866-540-7095. If you share an address with another shareholder and currently are receiving multiple copies of the proxy materials, you may request householding by notifying Broadridge at the same address.
Where can I find the voting results of the Annual Meeting?
The Corporation intends to announce preliminary voting results at the Annual Meeting and will publish final results in a Current Report on Form 8-K, which will be filed with the SEC within four business days after the Annual Meeting and available on the Corporation's website.
| | | | | HNI Corporation 600 East 2nd Street Muscatine, IA 52761 | VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 p.m. Eastern Time on May 4, 2020 for shares held directly and by 11:59 p.m. Eastern Time on May 1, 2020 for shares held in a Plan. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. | | ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by the Corporation in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. | | VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 p.m. Eastern Time on May 4, 2020 for shares held directly and by 11:59 p.m. Eastern Time on May 1, 2020 for shares held in a Plan. Have your proxy card in hand when you call and then follow the instructions. | | VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. |
| | | | TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | | | E99034-P36529-Z76597 | KEEP THIS PORTION FOR YOUR RECORDS | | DETACH AND RETURN THIS PORTION ONLY | | THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. |
| | | | | | | | | | | | | | | | | | | | | | | | | | HNI CORPORATION | | | | | | | | | | | | | | | | | | | | | | | | | | | | The Board of Directors recommends you vote FOR the following: | | | | | | | | | | | | | | | 1. | Election of Directors | For | | Against | | Abstain | | | | | | | | | | | | | | 1a. Miguel Calado
| | ¨ | | ¨ | | ¨ | | | | | | | | | | | | | | 1b. Cheryl Francis
| | ¨ | | ¨ | | ¨ | | | | | | | | | | | | | | 1c. John Hartnett
| | ¨ | | ¨ | | ¨ | | | | | | | | | | | | | | 1d. Dhanusha Sivajee | | ¨
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | The Board of Directors recommends you vote FOR the following: | | | | For | | Against | | Abstain | | | 2. | Ratify the Audit Committee's selection of KPMG LLP as the Corporation's independent registered public accounting firm for fiscal year ending January 2, 2021. | | | | ¨ | | ¨ | | ¨ | | | 3. | Advisory vote to approve Named Executive Officer compensation. | | | | ¨ | | ¨ | | ¨ | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | NOTE: Such other business as may properly come before the meeting or any adjournment thereof will be voted by your proxies in their discretion. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Yes | No | | | | | | | | | | | | Please indicate if you plan to attend this meeting. | | ¨ | ¨ | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. | | | | | | | | | | | | | | | | | | | | | | | | | Signature [PLEASE SIGN WITHIN BOX] | | Date | | | | Signature (Joint Owners) | | Date | | | |
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice &and Proxy Statement and Annual Report with Form 10-K Wrap are available at http://investors.hnicorp.com/Docsinvestors.hnicorp.com. HNI CORPORATION Annual Meeting of Shareholders May 8, 2018 10:30 AM (CDT) The shareholder(s) hereby appoint(s) Steven M. Bradford and Marshall H. Bridges, or either of them, as proxies, each with the power to appoint his substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common Stock of HNI CORPORATION the shareholder(s) is/are entitled to vote at the Annual Meeting of Shareholders to be held at 10:30 AM (CDT) on May 8, 2018, at the HNI Corporate Headquarters, 600 East Second Street, Muscatine, IA 52761, and any adjournment or postponement thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations. Continued and to be signed on reverse side
| | | | | | | | | | | | | HNI CORPORATION Annual Meeting of Shareholders May 5, 2020 10:30 AM (CDT) This proxy is solicited by the Board of Directors | | | The shareholder(s) hereby appoint(s) Steven M. Bradford and Marshall H. Bridges, or either of them, as proxies, each with the power to appoint his substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common Stock of HNI CORPORATION the shareholder(s) is/are entitled to vote at the Annual Meeting of Shareholders to be held at 10:30 AM (CDT) on May 5, 2020, at the HNI Corporate Headquarters, 600 East Second Street, Muscatine, IA 52761, and any adjournment or postponement thereof. | | | | | This proxy, when properly executed, will be voted in the manner directed herein. If no direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations. | | | | | | | | | Continued and to be signed on reverse side | | | | |
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