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Corporate Governance

Corporate Governance

Involvement. Independence. Integrity. 

These attributes are the foundation of effective governance. By this measure, the individuals serving on the HNI Board of Directors set a high standard as stewards of the Corporation and representatives of our shareholders.

From its beginning, HNI Corporation has believed in the importance of maintaining a strong Board composed predominately of independent outside directors. For many years, the Board’s three committees—Audit; Human Resources and Compensation; Public Policy and Corporate Governance—have consisted entirely of non-management directors, a practice that continues today.

HNI Corporation's philosophy of selecting board members is driven by its culture of learning and continuous improvement. Each director is chosen for his or her specific talents or background; each is an industry leader from whom we can learn. This way, the Board does more than monitor the workings of the corporation and represent the interests of its shareholders; it actively contributes to HNI Corporation's success through the individual skills, knowledge and experience of each director.

Board of Directors

Stan Askren
Chairman, President and
Chief Executive Officer
Stan Askren
Chairman, President and
Chief Executive Officer

Stan Askren has been a Director of the Corporation since 2003. Mr. Askren has also been the Chairman and Chief Executive Officer of the Corporation 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. He has worked for the Corporation for 25 years. Mr. Askren was vice president of marketing, an executive vice president and 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 Bell
Consultant and Retired Vice President
Building Construction
Products Division
Caterpillar Inc.
Mary Bell
Consultant and Retired Vice President
Building Construction
Products Division
Caterpillar Inc.

Mary Bell 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.

Miguel Calado
Chairman
and President,
WY Group
Miguel Calado
Chairman
and President,
WY Group

Miguel Calado has been a Director of the Corporation since 2004. Mr. Calado has been Chairman and President of the WY Group and 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 SA. He has been an advising partner of The Trion Group, a strategic management consulting group, since 2006 and 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 current 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. Although Mr. Calado does not serve on the Corporation’s Audit Committee, he qualifies as an “audit committee financial expert.”

Cheryl Francis
Co-Chairman
Corporate Leadership Center
and Independent Business and
Financial Advisor
Cheryl Francis
Co-Chairman
Corporate Leadership Center
and Independent Business and
Financial Advisor

Cheryl Francis has been a Director of the Corporation since 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 Corporation, the leading global provider of risk management services, insurance and reinsurance brokerage, and human resources solutions and outsourcing, 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."

John Hartnett
Executive Vice President
Illinois Tool Works Inc.
John Hartnett
Executive Vice President
Illinois Tool Works Inc.

John Hartnett 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 36 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.

Mary Jones
Senior Vice President
and General Counsel
Deere & Company
Mary Jones
Senior Vice President
and General Counsel
Deere & Company

Mary Jones 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.

Larry Porcellato
Lead Director
Former Chief Executive Officer
The Homax Group, Inc.
Larry Porcellato
Lead Director
Former Chief Executive Officer
The Homax Group, Inc.

Larry Porcellato 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. (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 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.

Abbie Smith
Chaired Professor
The University of Chicago
Booth School of Business
Abbie Smith
Chaired Professor
The University of Chicago
Booth School of Business

Abbie Smith has been a Director of the Corporation since 2000 and served as the Lead Director May 2014 to May 2017. 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, UBS SMA Relationship Trust and Fort Dearborn Income Securities, Inc. 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."

Brian Stern
Director Starboard Capital Partners, LLC
Brian Stern
Director Starboard Capital Partners, LLC

Brian Stern has been a Director of 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 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.

Ronald Waters, III
Independent Business Consultant
and Former President and
Chief Executive Officer
LoJack Corporation
Ronald Waters, III
Independent Business Consultant
and Former President and
Chief Executive Officer
LoJack Corporation

Ronald Waters, III has been a Director of the Corporation since 2002. From May 2011 to May 2014, he served as the Lead Director of the Board. 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 (LoJack), 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, 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.

Committee Charters

   CHERYL FRANCIS

   Chairperson

   ABBIE SMITH

   LARRY PORCELLATO

   RONALD WATERS III

   Chairperson

   JOHN HARTNETT

   MARY BELL

   BRIAN STERN

   Chairperson

   MIGUEL CALADO

   MARY JONES

HNI Corporation Officers & Company Executives

Stan Askren
Chairman, President and
Chief Executive Officer
Julie Abramowski
Vice President,
Corporate Controller
Vincent Berger
President,
Hearth & Home Technologies
Steven Bradford
Senior Vice President,
General Counsel and Secretary
Marshall Bridges
Vice President
and Chief Financial Officer
Jerald Dittmer
Executive Vice President
and President,
The HON Company
Cooper Evans
Vice President,
Internal Audit
Jack Herring
Treasurer and Director of Finance and Investor Relations
Jeffrey Lorenger
President,
Office Furniture
Donna Meade
Vice President,
Member Relations
Kurt Tjaden
Senior Vice President
and President,
HNI International

Corporate Governance Supporting Documents

Corporate Governance Guidelines
Member Code of Integrity
HNI Corporation Supplier Code of Conduct