Jeffrey Lorenger
HNIAbout Jeffrey Lorenger
Jeffrey D. Lorenger is Chairman, President, and Chief Executive Officer of HNI Corporation. He has served as a director since April 2018 and was elected Chairman on February 12, 2020; he has worked at HNI for 20+ years in senior roles (Allsteel President; Contract Furniture President; Office Furniture President; prior roles include VP Sales & Marketing at The HON Company and VP, General Counsel & Secretary) . Age: 59 . HNI reported FY2024 Adjusted EBIT of $220.8M vs a $221.6M target (AIP payout ~99%), and net income of $139.5M; cumulative TSR (PVP table baseline $100 start) reached 167 by 2024, up from 129 in 2023 . As of Nov 5, 2025 he is certified in SEC filings as Chairman, President, and CEO .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| HNI Corporation | Chairman of the Board | 2020–present | Combined CEO/Chair leadership; board-set Lead Director structure for oversight . |
| HNI Corporation | President & CEO | By 2018–present | Led profit transformation, Kimball integration, and footprint optimization (e.g., Hickory consolidation) . |
| HNI Corporation | President, Office Furniture | 2017–2018 | Segment leadership preceding CEO role . |
| HNI Corporation | President, Contract Furniture | 2014–2017 | Segment leadership . |
| Allsteel (HNI) | President | 2008–2014 | Business unit leadership . |
| The HON Company (HNI) | VP, Sales & Marketing | n/d | Commercial leadership . |
| HNI Corporation | VP, General Counsel & Secretary | n/d | Legal and corporate governance leadership . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| THOR Industries (NYSE: THO) | Director | 2024–present | Joined Feb 1, 2024 . |
| BIFMA (industry association) | Director | n/d | Board of directors . |
| Univ. of Iowa Tippie College of Business | Tippie Advisory Board | n/d | Advisory role . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 998,412 | 1,025,961 | 1,030,000 |
| Cash Profit-Sharing Bonus ($) | 10,462 | 14,958 | 20,579 |
| Director Fees | — | — | CEO receives no director compensation |
Notes and governance practices:
- No employment contract; perquisites are limited (identity theft protection introduced 2024 at $4,200 for NEOs) .
- Executive stock ownership guideline: CEO 5x base salary; all NEOs were in compliance at 2024 year-end .
Performance Compensation
- Annual Incentive Plan (AIP): CEO target = 120% of base; 80% financial (Adjusted EBIT), 20% individual objectives .
- 2024 outcomes: Corporate Adjusted EBIT nearly met (99% payout); CEO individual objectives at 94%; total payout was 98% of target ($1,211,280) .
- 2023 outcomes: Corporate materially exceeded plan (200% payout); AIP paid 185% of target ($2,286,600) .
| Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| 2024 Adjusted EBIT (Corporate) | 80% | $221.6M | $220.8M | 99% |
| 2024 CEO Individual Objectives | 20% | n/a | 94% achievement | 94% |
| 2024 AIP Total | 100% | 120% of salary | n/a | 98% ($1,211,280) |
Long-Term Incentives (LTI) – equity mix and performance design:
- 2024 LTI Target: $4,429,000 (430% of base), 50% PSUs, 50% RSUs; grants on Feb 14, 2024 at $42.70/share: 51,862 PSUs and 51,862 RSUs .
- PSU metric: 3-year cumulative Adjusted EBITDA; 2024–2026 threshold/target/max: $751M/$990M/$1,084M; payout range 0–200% with 25% threshold .
- RSUs vest 1/3 annually over 3 years; dividends accrue and pay in cash at vesting .
| Award | Grant Date | Units/Value | Performance Targets / Vesting |
|---|---|---|---|
| 2024 PSUs | 2/14/2024 | 51,862 (50% LTI) | Cumulative Adj. EBITDA: Threshold $751M; Target $990M; Max $1,084M (2024–2026); 0–200% payout; cliff vest after period . |
| 2024 RSUs | 2/14/2024 | 51,862 (50% LTI) | Service-based; 1/3 per year; dividends accrue to vesting . |
| 2022–2024 PSU Result | n/a | n/a | Certified at 66% of target on economic profit metric; shares issued accordingly . |
Vesting and liquidity indicators (potential selling pressure):
- 2024 shares vested (all stock awards): 172,417 shares; value realized $7,483,055 .
- 2024 options exercised: 97,999 shares; value realized $1,289,867 .
- 2023 shares vested: 40,441; value $1,267,384; options exercised: 39,617; value $141,859 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 627,786 total holdings as of Mar 10, 2025; comprised of 245,378 common shares and 382,408 options exercisable within 60 days; equals ~1.34% of outstanding shares . |
| Unvested Equity (selected) | As of 12/28/2024: RSUs not vested include 51,862 (2024 grant) plus earlier grants; PSUs not vested include 51,862 (2024) plus earlier grants . |
| Ownership Guidelines | CEO must hold 5x base salary; all NEOs in compliance at 2024 year-end . |
| Hedging/Pledging | Prohibited for officers/directors; no margin accounts, options, or pledging permitted . |
| Options Profile | Multiple tranches outstanding; all options remain exercisable until stated expirations; example tranches: 46,050 at $46.62 exp. 2/15/2027; 76,336 at $38.68 exp. 2/14/2028; 64,389 at $37.29 exp. 6/28/2028; 195,633 at $39.77 exp. 2/13/2029 . |
| Deferred Comp Elections | In 2024, he deferred $515,000 salary; year-end balance $537,701; above-market interest included in comp disclosure . |
Employment Terms
| Provision | Key Terms |
|---|---|
| Contract Status | No employment agreement (CEO and other NEOs) . |
| Change-in-Control (CIC) | Double-trigger; CEO receives 3x (salary + average bonus of prior two years) in lump sum upon qualifying termination; continuation of certain benefits; 1-year non-compete; no excise tax gross-ups . |
| CIC Equity Treatment | Upon CIC, RSUs/PSUs/options accelerate; AIP valued and paid; not conditioned on termination . |
| Illustrative CIC Values | If terminated after CIC: total value for CEO $24.5M; without termination: $17.0M (values as of 12/28/2024) . |
| Clawback Policy | Compliant with NYSE/Rule 10D-1; recovery of erroneously awarded incentive comp for 3 years pre-restatement; limited impracticability exceptions . |
| Perquisites | Minimal; relocation and identity theft protection (2014 policy evolution; $4,200 in 2024 for NEOs) . |
Board Governance
- Board service: Director since Apr 2018; Chairman since Feb 12, 2020 . CEO is not independent; board uses a Lead Director (Miguel Calado) with defined responsibilities and regular executive sessions of non-employee directors . Each director attended all Board meetings in 2024 .
- Committees: CEO does not serve on Audit, Compensation, or Governance committees; all committee members are independent .
- CEO+Chair dual-role implications: The Board justifies combination given his deep operating knowledge; mitigants include strong Lead Director role, independent committees, and executive sessions .
Director Compensation (as applicable to dual role)
- The CEO receives no additional compensation for board service; non-employee director compensation is structured as cash + stock retainers, equity guidelines, and optional deferrals (for reference) .
Company Performance Context
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues ($) | 2,434,000,000 | 2,526,400,000 |
| EBITDA ($) | 250,600,000* | 305,200,000* |
Values retrieved from S&P Global.
*Values marked with an asterisk have no document citation and were retrieved from S&P Global.
Additional performance indicators:
- 2024 Adjusted EBIT: Target $221.6M; Actual $220.8M (AIP payout basis) .
- Pay vs Performance TSR (value of $100 initial investment): 2022 – 84; 2023 – 129; 2024 – 167 .
- Net Income (GAAP): 2024 – $139.541M .
Strategic execution markers:
- Led operational footprint optimization (Hickory, NC consolidation) with projected $11M annual run-rate savings by 2026; 2025 savings $8–$9M; charges ~$10.3M 2024–2025. Includes quote from CEO articulating the strategic rationale .
- Initiated and led outreach in potential strategic combination discussions with Steelcase in 2024–2025 (as documented in S-4/A process timeline) .
Compensation Structure Analysis (alignment and signals)
- Mix and leverage: In 2024, cash base was flat YoY; larger emphasis placed on LTI (430% of salary; 50/50 PSUs/RSUs) to reinforce long-term performance alignment .
- Metric rigor/consistency: AIP uses annual Adjusted EBIT (0–200% payout; threshold ~35%); LTI PSUs use 3-year cumulative Adjusted EBITDA with 25% threshold to 200% max; metrics unchanged vs 2023 design shift to EBITDA for PSUs .
- Discretion/one-offs: No option repricing; clawback in place; anti-hedging/pledging policy; limited perqs; no excise tax gross-ups—shareholder-friendly governance .
- Payout sensitivity: 2023 outperformance produced 185% AIP; 2024 near-target performance produced 98% AIP—indicative of plan responsiveness to results .
Equity Ownership & Retention Risk View
- Skin-in-the-game: ~1.34% ownership including options within 60 days (627,786 total holdings) provides meaningful alignment for a small/mid-cap issuer .
- Forced selling/pressure: 2024 saw significant stock vesting (~172K shares) and option exercises (~98K shares), typical for maturing grants; absence of Form 4 detail here prevents conclusions on discretionary selling, but vesting cadence (annual RSU tranches; 3-year PSU cliffs) creates predictable settlement events .
- Pledging/Hedging: Prohibited—reduces downside misalignment risk .
- Ownership guidelines: In compliance at YE2024; CEO guideline = 5x salary .
Say-on-Pay & Shareholder Feedback
- 2025 Say-on-Pay: For 35,589,750; Against 914,787; Abstain 403,350; strong support on votes cast .
- 2024 Say-on-Pay: 96.53% of votes cast supported NEO compensation .
- Historical support: Approx. 95%+ support annually since 2012 referenced in CD&A .
Compensation Peer Group (benchmarking, 2024)
Peer group used in 2024 CEO benchmarking (20 companies). Changes from 2023: Removed Lincoln Electric and Valmont; Added Apogee Enterprises, Installed Building Products, JELD-WEN, MasterBrand .
- A.O. Smith; ACCO Brands; American Woodmark; Apogee Enterprises; Armstrong World; Donaldson; Hillenbrand; Installed Building Products; Interface; JELD-WEN; Kennametal; La-Z-Boy; Leggett & Platt; Lennox International; Masonite; MasterBrand; MillerKnoll; Pitney Bowes; Regal Rexnord; Steelcase .
Related Party Transactions / Red Flags
- No related party transactions required to be reported in 2024 .
- Anti-hedging/pledging policy; no option repricing; clawback compliant; strong say-on-pay votes—limited governance red flags .
- CEO/Chair combination is a classic governance concern; mitigated via Lead Director with specified responsibilities and frequent executive sessions .
Investment Implications
- Pay-for-performance alignment is credible: 2023 outperformance paid at the high end, 2024 near-plan paid near target; 2024 LTI emphasizes multi-year Adjusted EBITDA with 0–200% leverage and clear thresholds .
- Retention risk appears contained: large ongoing unvested PSUs/RSUs, strong ownership and anti-pledging, and robust CIC protection (3x CEO multiple, double-trigger) reduce voluntary departure risk but elevate CIC costs (illustrative $24.5M) .
- Trading signals: Significant annual RSU vesting and periodic PSU settlements create predictable supply events; 2024 realized vesting/exercise values were sizable—monitor for 10b5‑1 plans/Form 4s around February anniversaries and PSU cycles .
- Governance: Combined CEO/Chair raises oversight questions but mitigants (Lead Director, independent committees, consistent high say-on-pay support) suggest investor tolerance for the structure .
- Execution track record: Operational footprint moves (Hickory consolidation) and integration of Kimball support margin frameworks; management commentary and quantified savings targets back the thesis .
- Contextual fundamentals: HNI revenue increased from ~$2.43B in 2023 to ~$2.53B in 2024; EBITDA improved as well—supportive backdrop for performance-based equity realization if trends persist (EBITDA from S&P Global).