John Hartnett
HNIAbout John R. Hartnett
Independent director since August 2016; age 64. Former Executive Vice President at Illinois Tool Works (ITW) prior to retiring in 2022 after 37 years, with leadership over the Welding and Construction Products segments. Serves as Chair of HNI’s Audit Committee and is designated an “audit committee financial expert.” The Board affirms his independence under NYSE and HNI standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Illinois Tool Works Inc. (ITW) | Executive Vice President; led Welding segment; previously head of Construction Products | 37 years; retired 2022 | Extensive engineering, marketing, manufacturing, and general management leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed (public company boards) | — | — | No other current public company directorships disclosed in HNI’s proxy |
Board Governance
- Committee assignments and chair roles: Chair, Audit Committee; members include Patrick D. Hallinan and Dhanusha Sivajee. Hartnett and Hallinan are “audit committee financial experts.”
- Committee membership matrix: Hartnett listed as Audit Committee member; not on Compensation or Governance.
- Independence: Board determined Hartnett is independent; 10 of 11 directors are independent.
- Attendance and engagement: Board met four times in 2024; each director attended all Board and committee meetings on which they served; all ten directors attended the 2024 Annual Shareholders Meeting. Executive sessions of non-employee directors held at each Board meeting.
- Board leadership context: Combined Chair/CEO with a Lead Director (Miguel M. Calado) overseeing independent director sessions and governance continuity.
- Risk oversight: Audit Committee has primary risk oversight responsibility (financial reporting, internal control, compliance, cybersecurity); reports to the Board quarterly.
Fixed Compensation (Non-Employee Director – 2024)
| Component | Amount / Detail | Source |
|---|---|---|
| Annual cash retainer | $82,250 | |
| Audit Committee Chair cash retainer | $20,000 | |
| Total cash fees earned | $102,250 | |
| Equity grant (annual retainer portion) | $125,000; 2,655 shares at $47.07 on May 14, 2024; fully vested common stock under Non-Employee Director Equity Plan | |
| Dividends on director grant | $2,628 | |
| Total 2024 compensation | $229,878 | |
| Ownership guideline | Required to hold HNI stock with market value ≥5x cash retainer; if not met, 50% of cash retainer delivered in stock or deferred share units |
Notes: Governance Committee reviews director pay annually; HNI has not issued stock options or restricted stock to non-employee directors, and equity retainer shares are fully vested upon issuance. Directors may elect to defer retainers to cash (prime +1%) or to notional share units; above-market interest applies only to certain deferred cash amounts (none for Hartnett in 2024).
Performance Compensation (Director)
| Item | Status | Source |
|---|---|---|
| Performance-based director pay (options, PSUs, performance equity) | None; HNI has never issued stock options or restricted stock to non-employee directors; annual equity is time-vested common stock retainer and fully vested on grant |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlock/Conflict |
|---|---|---|---|
| None disclosed | — | — | No public company board interlocks disclosed |
Expertise & Qualifications
- “Audit committee financial expert” designation; brings strong finance oversight capability.
- Deep engineering, manufacturing, lean operations, and multi-segment P&L leadership from ITW.
- Board-relevant skills aligned with HNI’s manufacturing, supply chain, and operational excellence needs.
Equity Ownership
| Holder | Common Stock | Common Stock Units (Deferred Plans) | Options Exercisable (60 days) | Total Stock & Stock-Based Holdings | % of Class |
|---|---|---|---|---|---|
| John R. Hartnett | 37,735 | — | — | 37,735 | <1% |
- Hedging/pledging: Company policy prohibits directors from hedging or pledging HNI shares and from holding in margin accounts.
- Related-party transactions: None required to be reported for 2024.
Governance Assessment
- Strengths for investor confidence:
- Independent director with long-tenured operating leadership background and designated audit financial expertise; currently chairs Audit Committee overseeing auditor selection, independence, internal control, and cybersecurity risk.
- Perfect attendance and active engagement; executive sessions at each Board meeting support independent oversight.
- Strong governance policies: anti-hedging/anti-pledging, related-party transaction review via Audit Committee, shareholder outreach, and stock ownership guidelines for directors.
- Compensation alignment:
- Balanced cash/equity director retainer with clear role-based chair premiums; substantial equity retainer and ownership guideline promote alignment without performance pay distortions.
- Potential conflicts/red flags:
- No related-party transactions and no pledging permitted by policy; no other current public company directorships disclosed that suggest interlocks or conflicts.
- Broader governance signals:
- Audit Committee’s recurring oversight of KPMG’s independence and performance; periodic lead partner rotation and pre-approval of all services.
- Shareholder support for executive compensation (say-on-pay ~95% approval in 2024), indicating overall governance credibility, though not specific to Hartnett.
Overall: Hartnett’s Audit Committee leadership, independence, and financial expertise, combined with full attendance and conservative director pay design, are positive indicators for board effectiveness and investor confidence with no evident conflicts or red flags in 2024.