David Roberts
HNIAbout David Roberts
David M. Roberts, age 54, is an independent director of HNI Corporation, appointed in June 2024; he is President and CEO of Verra Mobility Corporation since 2018 and previously COO of American Traffic Solutions (Aug 2014–May 2018) . He was identified via a third‑party search firm and stands for re‑election in 2025 with a term through the 2028 annual meeting . The Board met four times in 2024 and each director, including Roberts, attended all Board and committee meetings of which they were a member ; Roberts serves on the Governance Committee and is affirmed independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Verra Mobility Corporation | President & Chief Executive Officer | 2018–present | Brings technology and innovation experience and strategic business management skills from leading a smart mobility technology provider . |
| American Traffic Solutions (Verra predecessor) | Chief Operating Officer | Aug 2014–May 2018 | Operational and strategic leadership in automated safety and traffic enforcement services . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Verra Mobility Corporation | President & CEO | 2018–present | Leading global provider of smart mobility technology (fleet and toll management, automated enforcement, parking management) . |
Board Governance
- Independence: The Board affirmatively determined Roberts is independent; 10 of 11 directors are independent .
- Committee assignments: Governance Committee member; no chair roles .
- Attendance: Board met four times; Governance met four times; each director attended all Board and applicable committee meetings in 2024 .
- Board structure: Combined Chair/CEO with a Lead Director (Miguel Calado) and regular executive sessions of non‑employee directors .
- Nomination: Roberts was identified by a third‑party search firm and is nominated for re‑election in 2025 for a term expiring at the 2028 annual meeting .
Fixed Compensation
| Component (2024) | Amount | Detail |
|---|---|---|
| Cash fees | $62,250 | Prorated annual retainer upon joining in June 2024; also received 50% of cash retainer in stock (603 shares) under the Equity Plan . |
| Equity grant (retainer) | $114,583 | Prorated equity retainer approved Aug 13, 2024; issued 2,288 shares at $50.07 ($114,560.16 grant date fair value; $23 cash in lieu of fractional share) . |
| Dividends (all other comp) | $2,265 | Dividends on shares granted in 2024 . |
| Total | $179,098 | Sum of components . |
- Standard director pay: Annual retainer $208,000 (cash $83,000; equity $125,000); no meeting fees; lead/chair premia apply only to designated roles (Roberts is not a chair/lead) .
Performance Compensation
| Item | Status | Notes |
|---|---|---|
| Options/RSUs to non‑employee directors | Not issued | The company has never issued stock options or restricted stock to non‑employee directors; equity issued in lieu of cash retainer is fully vested upon issuance . |
| Performance metrics tied to director pay | None disclosed | Director compensation consists of cash retainer and fully vested common stock; no performance‑conditioned awards . |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict Notes |
|---|---|---|---|
| None disclosed | — | — | The proxy biography does not list other public company directorships for Roberts . |
Expertise & Qualifications
- Technology and innovation leadership, strategic business management from Verra Mobility; relevant to HNI’s digital, data, and e‑commerce priorities .
- Governance: Serving on HNI’s Governance Committee (nominating, board evaluation, capital structure/M&A oversight) .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Beneficial ownership (common stock) | 3,106 shares | As of March 10, 2025; less than 1% of shares outstanding . |
| Options (exercisable/unexercisable) | None | Non‑employee directors have no options outstanding . |
| Unvested equity | None | All shares issued in lieu of cash retainer are fully vested . |
| Pledged/Hedged shares | Prohibited | Company insider trading policy prohibits hedging and pledging for directors . |
| Director ownership guideline | 5x cash portion of annual retainer | Directors not yet compliant must receive half of cash retainer in stock or deferred share units until guideline is met . |
Governance Assessment
- Alignment and engagement: Independent status, 100% attendance, and Governance Committee membership support board effectiveness and investor confidence .
- Pay structure: Simple, transparent director pay with fully vested stock retainer; no options/RSUs or performance pay; dividends disclosed—low risk of pay‑for‑performance misalignment for directors .
- Ownership: Early tenure with disclosed beneficial ownership of 3,106 shares; policy enforces building ownership to guideline via stock in lieu of cash, supporting alignment over time .
- Conflicts/related parties: No related‑party transactions reported in 2024; anti‑hedging/anti‑pledging policy in place—no disclosed conflicts tied to Roberts’ external role at Verra Mobility .
- Board structure consideration: Combined Chair/CEO mitigated by a Lead Director and executive sessions; governance processes emphasize independence and risk oversight (including cybersecurity) .
RED FLAGS: None disclosed specific to Roberts (no related‑party transactions, hedging/pledging prohibited, full attendance). Structural risk from combined Chair/CEO persists at the board level, partially offset by Lead Director and independent committees .
Notes on Company‑Wide Governance Signals (context)
- Say‑on‑Pay approval ~95% at 2024 meeting; consistent high support since 2012 signals strong shareholder confidence in compensation governance .
- Compensation governance includes double‑trigger CIC for executives, clawback compliant with NYSE Rule 10D‑1, and independent consultants (FW Cook, Exequity) with no conflicts per NYSE factors—robust governance infrastructure .