Brandon Bullock
HNIAbout Brandon Bullock
B. Brandon Bullock III is HNI’s Chief Operating Officer (appointed June 16, 2025) and previously served as President of The HON Company (2018–2025). He is age 48 and a six‑year HNI member, with experience across operational and leadership roles; education is not disclosed in SEC filings reviewed . Alignment with performance is evidenced by 2024 pay tied to Adjusted EBIT (AIP) and three‑year Adjusted EBITDA (PSUs), with corporate 2024 Adjusted EBIT at $220.8M vs. a $221.6M target (99% payout), net income of $139.5M, and TSR of 167 vs. 85 for OFIG peers .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| HNI Corporation | Chief Operating Officer | 2025–present | Promotion increased LTI target to 125% of base (pro‑rated) and added standard CIC agreement, enhancing retention alignment . |
| The HON Company (subsidiary of HNI) | President | 2018–2025 | 2024 objectives emphasized product development, service improvements, and segment‑specific revenue growth (80% achievement on individual objectives) . |
External Roles
No external public company directorships disclosed for Bullock in the 2025 DEF 14A or June 2025 8‑K .
Fixed Compensation
Base salary progression:
| Metric | 2023 | 2024 | 2025 (as of Jun 16) |
|---|---|---|---|
| Base Salary ($) | $460,600 | $479,000 | $526,900 |
Annual incentive target:
| Metric | 2024 |
|---|---|
| Target Bonus (% of Base) | 75% (other NEO standard) |
Actual bonus paid:
| Metric | 2024 |
|---|---|
| Annual Incentive Paid ($) | $364,998 |
Performance Compensation
Annual Incentive Plan (AIP) – 2024:
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Adjusted EBIT (financial) | 80% | $359,250 (75% of base) | Financial payout $307,518; individual payout $57,480; total $364,998 | 102% of target | Paid in cash in Q1 2025 |
PSUs (2024 grant; 2024–2026 performance):
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Cumulative Adjusted EBITDA | 50% of LTI | $990M target; $751M threshold; $1,084M max | In‑progress | 0–200% based on goal | Cliff vest after 3 years; dividends accrue/pay at vest |
PSUs (2012–2024 cycle result):
| Metric | Period | Achievement | Vesting Outcome |
|---|---|---|---|
| Economic Profit | 2022–2024 | 66% achieved; shares issued | Certified in Q1 2025 |
RSUs (2024 grant):
| Metric | Weighting | Target | Vesting |
|---|---|---|---|
| Time‑based equity | 50% of LTI | 5,393 RSUs granted (Feb 14, 2024) | Vests one‑third per year; dividends accrue/pay at vest |
Grant sizing (2024; mix 50% PSUs/50% RSUs):
| Metric | 2024 |
|---|---|
| LTI Target ($) | $460,600 (100% of base) |
| PSUs (#) | 5,393 |
| RSUs (#) | 5,393 |
Equity Ownership & Alignment
Beneficial ownership and outstanding awards (as of 12/28/2024):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Common Stock Owned (shares) | — | — | 20,539 |
| Options Exercisable (#) | — | — | 24,351 (strike $39.77; exp. 2/13/2029) |
| RSUs Unvested (#) | 1,545 | 4,693 | 5,393 |
| PSUs Unvested (#) | 4,633 | 7,039 | 5,393 |
| Percent of Class | — | — | <1% |
Additional ownership and sales pressure indicators:
- Shares pledged/hedged: HNI prohibits hedging, short sales, options, and pledging/margin accounts for officers and directors .
- Ownership guidelines: Unit Presidents/EVP/CFO at 3× base salary; all NEOs in compliance as of YE 2024 .
- 2024 vesting: 16,157 shares vested, value realized $697,824; no option exercises reported in 2024 .
Note: We attempted to pull 2023–2025 Form 4s for Bullock using the insider-trades skill to assess recent selling pressure; the API returned 401 Unauthorized, so we rely on proxy and 8‑K disclosures for ownership and vesting [Read: /public/skills/insider-trades/SKILL.md].
Employment Terms
- Employment contracts: HNI states no employment contracts for NEOs; pay is at‑risk and performance‑based .
- Change-in-control (CIC): Standard HNI CIC agreements are double‑trigger (CIC + qualifying termination) with severance equal to 2× (CEO 3×) base + average of prior two AIPs, plus benefits continuation; one-year non‑compete applies; no excise tax gross‑ups . Bullock entered HNI’s standard CIC agreement upon becoming COO on June 16, 2025 .
- Equity acceleration on CIC (no termination): AIP acceleration $364,998; PSU acceleration $1,131,465; stock options/RSUs acceleration $591,553; total $2,088,016 .
- Retirement/Death/Disability (as of YE 2024): Death/Disability totals $1,593,261; includes life insurance $150,000, AIP $364,998, PSU acceleration $483,261, options/RSUs $591,553; not retirement‑eligible at YE 2024 .
- Clawback: NYSE Rule 10D‑1 compliant recovery of erroneously awarded incentive comp over prior three years upon restatement .
- Perquisites: Limited; standard relocation assistance; identity theft protection introduced in 2024 ($4,200 per NEO) .
- Deferred compensation: No Bullock participation disclosed for 2024; plan offers cash at prime+1% or notional stock units with reinvested dividends .
Multi‑Year Compensation
| Metric ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 423,311 | 444,602 | 462,369 |
| Bonus (cash profit‑sharing) | — | 6,155 | 11,834 |
| Stock Awards (RSUs/PSUs grant‑date fair value) | 407,611 | 442,894 | 460,562 |
| Non‑Equity Incentive (AIP) | 184,689 | 639,083 | 364,998 |
| All Other Compensation | 53,506 | 49,394 | 105,492 |
| Total | 1,069,117 | 1,582,128 | 1,405,255 |
Pay‑for‑Performance Context and Governance
- AIP and LTI design: AIP uses annual Adjusted EBIT (financial 80%) and individual objectives (20%); LTI splits evenly between PSUs (three‑year Adjusted EBITDA) and RSUs .
- 2024 corporate performance: Adjusted EBIT $220.8M vs. $221.6M target (99% payout); net income $139.5M; TSR 167 vs. 85 peer group .
- Ownership alignment safeguards: Anti‑hedging/anti‑pledging; clawback; stock ownership guidelines .
- Say‑on‑pay: ~95% approval at 2024 meeting (historically ~95%+ since 2012), indicating shareholder support for compensation design .
- Compensation Committee: Chair Mary K.W. Jones; members Larry B. Porcellato, Cheryl A. Francis; uses independent consultants FW Cook and Exequity; no repricing of underwater options .
Investment Implications
- Alignment: Bullock’s pay is heavily performance‑linked (AIP on Adjusted EBIT; PSUs on three‑year Adjusted EBITDA), with anti‑hedging/pledging and 3× salary ownership guideline compliance—strong alignment with value creation .
- Retention risk: 2025 promotion to COO raised LTI target to 125% and added standard double‑trigger CIC protection, reducing flight risk amid M&A or strategic transitions; RSU multi‑year vesting further anchors retention .
- Near‑term supply/vesting: Material RSU/PSU tranches outstanding (RSUs 1,545/4,693/5,393; PSUs 4,633/7,039/5,393 across 2022–2024) with ongoing vesting; 2024 saw $697,824 value realization on vesting and no option exercises—monitor Form 4s for sell‑to‑cover transactions around vest dates .
- Pay‑for‑performance linkage: Corporate 2024 results produced near‑target AIP payouts (102% for Bullock) and underpin PSU earn‑outs (e.g., 66% for 2022–2024 cycle), suggesting measured incentive calibration without excessive upside—limited risk of windfall misalignment .
- Governance quality: Strong say‑on‑pay support, clawback, no excise tax gross‑ups or repricing, and prohibition on pledging/hedging reduce red‑flag risk; related‑party transactions absent in 2024 .