Dhanusha Sivajee
HNIAbout Dhanusha Sivajee
Independent director at HNI since July 2019; age 47. Currently Chief Experience Officer at Tegna Inc. (since 2024); previously Chief Marketing Officer at Angi Inc. (2021–Nov 2024) and Chief Marketing Officer at The Knot Worldwide (2014–2021). She brings strategically driven marketing and marketplace expertise, and currently serves on HNI’s Audit Committee; the Board has affirmatively determined she is independent. Board met four times in 2024 and each director attended all Board and committee meetings; all directors attended the 2024 Annual Shareholders Meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Angi Inc. | Chief Marketing Officer | 2021–Nov 2024 | Led marketing for home services marketplace; strategic growth initiatives |
| The Knot Worldwide | Chief Marketing Officer | 2014–2021 | Drove digital marketing and transactional marketplace strategy |
| AOL Brand Group | Executive role (marketing) | Not disclosed | Digital brand and product marketing leadership |
| Bloomberg Mobile | Vice President, Global Marketing | Not disclosed | Mobile product and digital marketing expertise |
| Home Box Office (HBO) | Director, Advanced Product & Digital Marketing | Not disclosed | Product and digital marketing execution |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Tegna Inc. | Chief Experience Officer | Since 2024 | Broadcasting/digital media and marketing services executive role (not a directorship) |
No other public company directorships disclosed in HNI’s proxy biographies for Ms. Sivajee.
Board Governance
- Independence: Board determined Ms. Sivajee is independent under NYSE rules.
- Committee assignments and chair roles (year-over-year):
- 2023: Governance Committee (Chair)
- 2024: Governance Committee (Chair through May 2024)
- 2025: Audit Committee member (Audit Committee: Hartnett—Chair, Hallinan, Sivajee)
- Attendance and engagement: Board met 4 times in 2024; each director attended all Board and committee meetings; all directors attended the 2024 Annual Shareholders Meeting.
- Lead Independent Director: Miguel Calado; Board holds executive sessions of non-employee directors at each meeting.
| Governance Attribute | 2023 | 2024 | 2025 |
|---|---|---|---|
| Committee memberships | Governance (Chair) | Governance (Chair through May) | Audit (Member) |
| Independence status | Independent | Independent | Independent |
| Attendance | 100% (Board and committees) | 100% (Board and committees) | Not yet disclosed in proxy (2025 meeting held in May) |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Annual cash fees ($) | $94,250 (includes $15,000 for Governance Chair) | $86,000 (includes $3,750 for Governance Chair through May 2024) |
| Stock awards ($) | $120,000 | $125,000 |
| All other compensation ($) | $4,400 (dividends on director stock grants) | $2,628 (dividends on director stock grants) |
| Total ($) | $218,650 | $213,628 |
| Standard director retainer structure | $200,000 (2023): $80,000 cash + $120,000 stock | $208,000 (2024): $83,000 cash + $125,000 stock |
| Chair/Lead Director cash retainers | Audit Chair: $20k; Comp/Gov Chairs: $15k; Lead Director: $30k | Audit Chair: $20k; Comp/Gov Chairs: $15k; Lead Director: $30k |
- Ownership guideline: Non-employee directors must own HNI stock worth ≥5× the cash portion of the annual retainer; if not met, half of cash retainers are delivered in stock or notional units.
Performance Compensation
| Element | Disclosure |
|---|---|
| Stock options to non-employee directors | None have ever been issued under the director equity plan as of the 2025 record date |
| Restricted stock to non-employee directors | None have ever been issued; director equity is delivered as fully vested common stock grants |
| Director equity grant mechanics | Annual common stock grant under the Amended and Restated 2017 Equity Plan for Non-Employee Directors; fully vested upon issuance |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed for Ms. Sivajee in HNI’s proxy |
| Committee interlocks | Compensation Committee interlocks: none (no insider participation) |
| Related-party transactions | None required to be reported for fiscal 2024; policy covers transactions >$100,000, with Audit Committee oversight |
Expertise & Qualifications
- Strategically driven marketing, digital/e-commerce, and transactional marketplace experience directly aligns with HNI’s Board skill areas for Technology/Digital/Data/E-Commerce and Consumer/Sales/Marketing emphasis.
- Senior operating leadership at Tegna strengthens customer experience and digital engagement perspectives for HNI’s multichannel go-to-market strategy.
Equity Ownership
| Metric | 2024 (as of Mar 15, 2024) | 2025 (as of Mar 10, 2025) |
|---|---|---|
| Common shares owned | 18,513 | 21,168 |
| Common stock units (Directors Deferred Plan) | — (none shown) | — (none shown) |
| Options exercisable | — (none for non-employee directors) | |
| Shares outstanding (reference) | 47,287,164 | 46,895,900 |
| Ownership as % of shares outstanding | ~0.039% (18,513 / 47,287,164) | ~0.045% (21,168 / 46,895,900) |
| Hedging/pledging | Prohibited for directors under insider trading policy |
Governance Assessment
- Committee roles and independence: Independent director with governance leadership experience (Governance Committee Chair in 2023–May 2024) and current Audit Committee membership, reinforcing oversight of financial reporting, risk, and cybersecurity.
- Attendance and engagement: 100% Board and committee attendance in 2024, suggesting strong engagement despite a demanding operating role at Tegna; all directors attended the annual meeting.
- Alignment and incentives: Director pay mix—cash plus fully vested stock grants—with robust ownership guideline (≥5× cash retainer) promotes alignment; no options or restricted stock to directors, avoiding complexity and potential misalignment.
- Conflicts and related-party exposure: No related-party transactions reported for 2024; insider trading policy bans hedging and pledging, reducing alignment risks.
RED FLAGS
- None disclosed: no related-party transactions in 2024; hedging/pledging prohibited; 100% attendance; no director stock options outstanding.
Overall signal: Shift from Governance Chair to Audit Committee member in 2025 indicates increasing involvement in financial and risk oversight; combined with consistent attendance and digital marketplace expertise, supports investor confidence in board effectiveness and oversight rigor.