Larry Porcellato
HNIAbout Larry B. Porcellato
Larry B. Porcellato, age 66, is an independent director of HNI Corporation, serving since August 2004. His background includes CEO roles at The Homax Group and ICI Paints North America, with prior international and marketing leadership at Rubbermaid and Braun Canada; he brings audit/finance, governance, and marketing expertise and currently serves on HNI’s Human Resources and Compensation Committee. The Board affirmed his independence, and he attended 100% of Board and committee meetings in 2024; all directors attended the 2024 annual meeting, with regular executive sessions held each Board meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Homax Group, Inc. | Chief Executive Officer | Retired July 2014 | CEO experience in building products industry |
| ICI Paints North America | Chief Executive Officer | Prior role (dates not specified) | CEO experience; financial expertise |
| Rubbermaid Incorporated | International/Marketing Roles | Prior roles | International and marketing expertise |
| Braun Canada Inc. | International/Marketing Roles | Prior roles | International and marketing expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| OMNOVA Solutions, Inc. | Director | 2008–2020 | Service on audit and compensation/governance committees at another public company; financial expertise |
| PSAV Holding LLC (private) | Director | Former director (dates not specified) | International, governance experience |
Board Governance
- Board structure: Combined Chair/CEO with Lead Director (Miguel Calado); independent directors preside over executive sessions each meeting .
- Independence: Board determined Porcellato is independent under NYSE rules .
- Attendance: Board met 4 times in 2024; each director attended all Board and committee meetings; all directors attended the 2024 annual meeting .
| Governance Metric | 2024 |
|---|---|
| Board Meetings Held | 4 |
| Attendance Rate (Board & Committees) | 100% |
| Executive Sessions Frequency | Each Board meeting |
Committee assignments (current):
| Committee | Member | Chair |
|---|---|---|
| Human Resources and Compensation | Yes | No |
| Audit | No | — |
| Public Policy & Corporate Governance | No | — |
Compensation Committee composition trend:
| Year | Members |
|---|---|
| 2024 | Mary K.W. Jones (Chair); Larry Porcellato; Abbie J. Smith |
| 2025 | Mary K.W. Jones (Chair); Larry B. Porcellato; Cheryl A. Francis |
Compensation Committee practices: Uses independent consultants (FW Cook, Exequity) with no conflicts; executive metrics include Adjusted EBIT (annual) and Adjusted EBITDA (long-term) .
Fixed Compensation
HNI’s non-employee director pay is a retainer with cash and stock, plus role-based cash premia (Lead Director, Committee Chairs). Directors may defer retainers; no meeting fees disclosed.
| Metric | 2023 | 2024 |
|---|---|---|
| Annual Cash Retainer ($) | $79,250 | $82,250 |
| Stock Retainer Grant ($) | $120,000 | $125,000 |
| Lead Director/Chair Premia to Porcellato ($) | $0 (not Lead/Chair) | $0 (not Lead/Chair) |
| Cash Paid (Porcellato) ($) | $79,250 | $82,250 |
| Stock Awards (Porcellato) ($) | $120,000 | $125,000 |
| Above-Market Deferred Interest (Porcellato) ($) | $1,574 | $2,074 |
| All Other (Porcellato) ($) | $4,400 | $2,628 |
| Total (Porcellato) ($) | $205,224 | $211,953 |
Policy notes:
- 2024 retainer: $83,000 cash and $125,000 common stock; Lead Director $30,000; Audit Chair $20,000; Comp/Gov Chairs $15,000 .
- Director stock ownership guideline: 5x the cash retainer; if under guideline, half of cash is paid in stock or share units .
- Directors may defer up to 100% of retainers to cash (prime+1%) or notional stock units under the Directors Deferred Plan .
Performance Compensation
HNI does not grant options or restricted stock to non-employee directors; equity is granted as fully vested common stock under the Directors Equity Plan.
| Grant Year | Grant Date | Shares Granted | NYSE Closing Price on Grant | Grant-Date Fair Value ($) |
|---|---|---|---|---|
| 2023 | May 16, 2023 | 4,583 | $26.18 | $119,982.94 |
| 2024 | May 14, 2024 | 2,655 | $47.07 | $124,970.85 |
As of the 2025 record date, HNI has never issued stock options or restricted stock to non-employee directors; all common stock issued in lieu of cash retainers is fully vested upon issuance .
Other Directorships & Interlocks
| Company | Sector | Role | Overlap/Interlock Considerations |
|---|---|---|---|
| OMNOVA Solutions, Inc. (2008–2020) | Specialty chemicals | Director | No related-party transactions disclosed for HNI in 2024 |
| PSAV Holding LLC (private) | Event A/V services | Director | No related-party transactions disclosed for HNI in 2024 |
Expertise & Qualifications
- CEO/operating leadership in building products (Homax; ICI Paints) .
- Financial/audit experience via service on another public company’s audit committee .
- International and marketing depth (Rubbermaid; Braun Canada) .
- Corporate governance experience through compensation and governance committee service at another public company; current HNI Compensation Committee member .
Equity Ownership
| As of | Common Stock | Common Stock Units (Dir. Deferred Plan) | Options Exercisable (60-day window) | Total Stock & Stock-Based Holdings | Percent of Class |
|---|---|---|---|---|---|
| March 10, 2025 | 13,694 | 24,506 | — | 38,200 | <1% (star notation) |
Ownership alignment policies:
- Anti-hedging/anti-pledging: Directors prohibited from hedging, short sales, options, pledging, or margin accounts in HNI stock .
- Director stock ownership guideline: ≥5x cash retainer; enforced via equity in lieu of cash if below guideline .
Governance Assessment
- Strengths: Longstanding independent director (since 2004) with 100% attendance and active Compensation Committee role; Board runs regular executive sessions; robust related-party review with no reportable transactions in 2024; stringent anti-hedging/pledging policy .
- Compensation structure: Director pay is primarily retainer-based with fully vested common stock grants; year-over-year increase from $200k (2023) to $208k (2024) supports equity alignment, not option-based risk-taking; individual deferral exists with above-market interest (modest amount) .
- Committee effectiveness: Compensation Committee uses independent consultants (FW Cook; Exequity) with no conflicts; metrics for executives are disciplined (Adjusted EBIT/EBITDA), supporting pay-for-performance oversight, with composition refreshed in 2025 (Francis replacing Smith) .
- Potential watch items: Very long tenure (21 years as of 2025) may draw investor scrutiny on refreshment, though independence is affirmed; ensure continued compliance with director stock ownership guideline (company enforces via equity in lieu of cash when needed) .
Related Party Transactions and Red Flags
- Related parties: No transactions with related persons required to be reported for fiscal 2024 .
- Hedging/pledging: Prohibited; mitigates alignment risks .
- Say-on-pay investor sentiment (executive program): Approximately 95% approval at 2024 annual meeting; sustained support since 2012—indicator of broader governance stability .