Mary Bell
HNIAbout Mary Bell
Mary A. Bell (age 64) is an independent director of HNI Corporation, serving since November 2006. She is a retired Vice President at Caterpillar Inc., with deep expertise in logistics, manufacturing, and dealer channels, and currently chairs HNI’s Public Policy and Corporate Governance Committee, positioning her at the center of capital structure, M&A, and shareholder engagement oversight . She is described by HNI as bringing considerable general management experience and industry-operational fluency to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Caterpillar Inc. | Vice President, Building Construction Products Division | Through retirement in July 2015 | General management, manufacturing expertise supporting operational oversight at HNI |
| Caterpillar Inc. | Vice President, Logistics Division; Chairman & President, Cat Logistics Services, Inc. | 2004–2007 | Logistics and supply chain leadership; dealer channel insights relevant to HNI distribution and fulfillment |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Husco International Inc. (private) | Director | Since November 2015 | Hydraulic and electro-mechanical systems; governance role |
| PPC Partners (private holding company) | Director | Since June 2019 | Electrical, mechanical, automation, and construction companies; governance role |
Board Governance
- Independence: The Board affirmatively determined that Ms. Bell is independent under NYSE rules; 10 of 11 directors are independent .
- Committee roles: Chair, Public Policy and Corporate Governance Committee; not listed as member of Audit or Compensation committees .
- Governance Committee remit: Nomination process, board evaluation, governance practices, and oversight of finance policy, shareholder engagement policy, and capital structure (including M&A) .
- Board leadership: Combined Chair/CEO with a Lead Director (Miguel Calado) to reinforce independent oversight .
- Attendance/engagement: Board met four times in 2024; each director attended all Board and relevant committee meetings; executive sessions of non-employee directors were held at each Board meeting; all directors attended the 2024 annual meeting .
- Risk oversight: Audit Committee primary responsibility; committees report to full Board each quarter. Governance Committee covers CSR elements (occupational health, safety, sustainability, climate impacts) .
Fixed Compensation
| Component (2024) | Amount ($) | Detail |
|---|---|---|
| Cash fees | 93,500 | $82,250 annual retainer + $11,250 Governance Chair retainer (pro-rated as chair change occurred in May) |
| Equity grant (stock) | 125,000 | Annual director equity portion paid as common stock; 2,655 shares granted on May 14, 2024 at $47.07 (grant date fair value $124,970.85); fractional cash $29 |
| Deferred comp earnings (above-market interest) | 4,482 | Above-market interest on pre-2021 cash deferrals per Directors Deferred Plan |
| Dividends on director shares | 2,628 | Value of dividends earned in 2024 on director shares |
| Total | 225,611 | Sum of components as reported |
Additional structural points:
- Non-employee director annual retainer: $208,000 ($83,000 cash; $125,000 stock) .
- Chair retainers: Audit $20,000; Compensation $15,000; Governance $15,000; Lead Director $30,000 .
- Ownership guideline: Directors must own HNI stock with market value ≥ 5x the cash portion of the annual retainer; if not met, half of cash retainer paid in stock or deferred share units .
- Options/RSU policy for directors: HNI has never issued stock options or restricted stock to non-employee directors; equity retainer shares issued are fully vested upon issuance .
Performance Compensation
Directors at HNI do not receive performance-based equity (e.g., no PSUs/options); equity is granted as fully-vested common stock tied to annual retainer, not to performance metrics .
| Performance Feature | Status | Detail |
|---|---|---|
| Performance metrics tied to director pay | None | Director equity grants are retainer-based, fully vested; no PSUs for directors |
| Option awards | None | HNI has never issued stock options to non-employee directors |
| 2024 equity grant specifics | Shares: 2,655; Price: $47.07; Grant date: May 14, 2024 | Fully vested on issuance; fractional cash in lieu; dividends accrue to holders |
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Husco International Inc. | Private | Director | None disclosed with HNI customers/suppliers; no related-party transactions in FY2024 |
| PPC Partners | Private holding company | Director | None disclosed with HNI customers/suppliers; no related-party transactions in FY2024 |
- Related-party transactions: None required to be reported in FY2024; policy requires Audit Committee review/approval for >$100,000 transactions involving related persons .
Expertise & Qualifications
- Logistics/supply chain and dealer channel expertise from Caterpillar VP roles, including leadership of Cat Logistics Services, Inc. .
- Manufacturing and general management expertise applicable to HNI’s lean operations and distribution networks .
- Governance leadership: Chair of Governance Committee with oversight of nominations, governance practices, capital structure and M&A .
Equity Ownership
| Category (as of March 10, 2025) | Amount (shares) | Notes |
|---|---|---|
| Common stock held | 31,749 | Beneficially owned common shares |
| Common stock units (nonvoting; Directors Deferred Plan) | 43,557 | Notional stock units; dividends reinvested |
| Total stock and stock-based holdings | 75,306 | Sum of common + units |
| Percent of class | <1% | As reported; HNI outstanding shares 46,895,900 |
| Shares pledged as collateral | Prohibited | Anti-pledging and anti-hedging policy for directors |
| Director ownership guideline | ≥5x cash retainer | Compliance status for individual directors not disclosed |
Insider Trades
| Date | Action | Shares | Price | Value ($) | Source |
|---|---|---|---|---|---|
| March 15, 2024 | Sale | 2,898 | 43.13 | 124,947.74 | |
| August 21, 2024 | Sale | 5,000 | — | 259,251 | |
| December 5, 2024 | Sale | 2,000 | — | — | |
| May 13, 2025 | Form 4 filed | — | — | — |
Notes:
- HNI’s insider trading policy prohibits hedging and pledging, short sales, and trading in options by directors .
- The Form 4 filing on May 13, 2025 is noted; transaction specifics are not provided in the linked summary page .
Governance Assessment
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Strengths:
- Independence and full attendance underpin board effectiveness and investor confidence; executive sessions held each board meeting enhance independent oversight .
- As Governance Committee Chair, Bell oversees nominations, board evaluations, governance practices, and key finance/capital structure matters (including M&A), which are material to shareholder value and risk control .
- No related-party transactions in FY2024; robust review policy reduces conflict risk .
- Anti-hedging/anti-pledging policy for directors aligns with long-term ownership and mitigates misalignment risks .
- Director compensation structure is straightforward (cash + fully-vested stock), with ownership guidelines to align interests (≥5x cash retainer) .
-
Watch items / potential red flags:
- Insider sales in 2024 reported across multiple dates; while not unusual for directors, continued monitoring of trade cadence versus material events is prudent .
- Long tenure (since 2006) can raise typical investor concerns about independence erosion; however, HNI’s board reaffirms independence annually and maintains strong executive session practices .
-
Broader governance context supportive of investor confidence:
- High say-on-pay support (~95% in 2024) indicates constructive shareholder sentiment toward compensation governance; independent consultants (FW Cook, Exequity) engaged and determined free of conflicts .
- Board structure (Lead Director with defined duties; regular risk and CSR oversight) supports robust governance processes .