Cheryl Francis
HNIAbout Cheryl A. Francis
Cheryl A. Francis is 71 and has served as a director of HNI Corporation since May 1999, bringing significant financial and governance expertise from prior C-suite and board roles . She is Co‑Chairman of the Corporate Leadership Center (since 2008; previously Vice Chairman 2002–2008), a director of Aon plc and Morningstar, Inc., and qualifies as an “audit committee financial expert” under SEC rules, though she does not serve on HNI’s Audit Committee; the HNI Board has determined she is independent under NYSE standards . The Board met four times in 2024 and each director, including Ms. Francis, attended all Board and all relevant committee meetings; directors also attended the 2024 annual meeting and held executive sessions at each quarterly Board meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| R.R. Donnelley & Sons Company | Chief Financial Officer | Not disclosed | Financial leadership; foundational audit expertise |
| Corporate Leadership Center | Vice Chairman | 2002–2008 | Leadership development for CEOs and executives |
| Corporate Leadership Center | Co‑Chairman | 2008–present | Co‑leads governance and executive development programs |
External Roles
| Organization | Role | Tenure | Committees/Positions |
|---|---|---|---|
| Aon plc | Director | Not disclosed | Chairs Inclusion and Wellbeing Sub‑committee |
| Morningstar, Inc. | Director | Not disclosed | Chair of Audit Committee |
| Corporate Leadership Center | Co‑Chairman | 2008–present | Executive leadership development |
Board Governance
- Independence: The Board affirmatively determined Ms. Francis is independent under NYSE and HNI Corporate Governance Guidelines; 10 of 11 directors are independent .
- Committee assignments: Ms. Francis serves on HNI’s Human Resources and Compensation Committee (not Chair) .
- Attendance: In 2024, each director attended all Board meetings and all meetings of committees on which they served; all directors attended the 2024 Annual Shareholders Meeting .
- Executive sessions and leadership: The Board held regularly scheduled executive sessions of non‑employee directors at each meeting, presided over by the Lead Director; the Board’s leadership structure is combined Chair/CEO with a Lead Director .
| HNI Committee | Member | Chair |
|---|---|---|
| Audit | No | No |
| Human Resources & Compensation | Yes | No |
| Public Policy & Corporate Governance | No | No |
Fixed Compensation (Non‑Employee Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $82,250 | Paid in equal installments after quarterly Board meetings; the standard cash portion was $83,000 for 2024, but Ms. Francis’s reported cash earnings were $82,250 |
| Annual equity grant (common stock) | $125,000 | Issued under the Amended and Restated 2017 Equity Plan for Non‑Employee Directors |
| Committee chair/lead director fees | $0 | Ms. Francis did not serve as committee chair or lead director in 2024 |
| All other compensation (dividends) | $2,628 | Dividends on director shares; directors are reimbursed for travel expenses |
| Total | $209,878 | Sum of cash, stock grant, and dividends |
Additional structural details:
- 2024 non‑employee director package: $208,000 total—$83,000 cash and $125,000 stock; additional cash retainers for Lead Director ($30,000), Audit Chair ($20,000), Compensation/Governance Chairs ($15,000) .
- Stock ownership guideline for directors: minimum 5× the cash portion of the annual retainer; directors not yet compliant must take one‑half of cash retainer in shares or nonvoting units via the Directors Deferred Compensation Plan .
Performance Compensation
- HNI does not grant performance‑based equity (e.g., PSUs) or stock options to non‑employee directors; all common stock issued in lieu of cash retainer is fully vested upon issuance .
- In 2024, directors serving as of May 14, 2024 received 2,655 shares at $47.07 (grant date closing price) for a grant‑date fair value of $124,970.85; fractional differences (~$29) paid in cash .
| Grant Date | Shares | Price | Grant‑Date Fair Value |
|---|---|---|---|
| May 14, 2024 | 2,655 | $47.07 | $124,970.85 |
Other Directorships & Interlocks
| Company | Sector | Role | Committee Interlocks / Potential Conflicts |
|---|---|---|---|
| Aon plc | Professional services (risk/retirement/health) | Director | Chairs Inclusion & Wellbeing Sub‑committee; no HNI‑disclosed related‑party transactions in 2024 |
| Morningstar, Inc. | Investment research | Director | Audit Committee Chair; no HNI‑disclosed related‑party transactions in 2024 |
No transactions with related persons were reported for HNI in 2024, and HNI’s insider trading policy prohibits hedging and pledging by directors, officers, and covered persons—reducing alignment risks .
Expertise & Qualifications
- Former CFO of R.R. Donnelley & Sons Company; deep financial reporting, audit, and capital structure expertise; qualifies as an “audit committee financial expert” under SEC rules (though not serving on HNI’s Audit Committee) .
- Corporate governance leadership through roles at Morningstar and Aon; executive development experience via Corporate Leadership Center .
Equity Ownership
| Holder | Common Stock | Common Stock Units | Stock Options Exercisable (≤60 days) | Total Stock & Stock‑Based Holdings | Percent of Class |
|---|---|---|---|---|---|
| Cheryl A. Francis (as of March 10, 2025) | 83,225 | — | — | 83,225 | <1% |
Recent insider activity:
| Date | Form | Transaction | Shares | Price | Post‑Transaction Holdings | Note |
|---|---|---|---|---|---|---|
| May 13, 2025 | Form 4 | Stock Award (grant under 2017 Non‑Employee Director Equity Plan) | 2,666 | $0 | 85,891 (Direct) | Issued as part of annual director equity grant |
Anti‑hedging/pledging and ownership alignment:
- HNI’s policy prohibits directors and officers from hedging or pledging HNI shares, short sales, and use of margin accounts; supports long‑term alignment .
- Director Stock Ownership Guideline requires ownership ≥5× cash retainer; deferral and share issuance mechanisms support compliance .
Governance Assessment
- Strengths: Independent status; perfect 2024 attendance; extensive financial/Audit expertise; leadership on external audit and inclusion committees; anti‑hedging/anti‑pledging policy; no related‑party transactions disclosed for 2024 .
- Compensation alignment: Mix is predominantly retainer‑based with fully vested common stock and robust director ownership guidelines (≥5× cash retainer) to ensure skin‑in‑the‑game; no options or performance‑based equity for directors reduces pay‑risk complexity .
- Potential considerations: Multiple outside board commitments (Aon, Morningstar, Corporate Leadership Center) increase time demands; however, 2024 attendance and committee engagement at HNI mitigate over‑boarding risk signals in disclosed period .
- Broader governance signals: HNI’s say‑on‑pay received ~95% approval at the 2024 meeting, and compensation programs include clawback policy compliant with NYSE Rule 10D‑1 for executive officers—supportive of governance quality though not directly applicable to directors .