Mary Jones
HNIAbout Mary K.W. Jones
Independent director since February 2016; age 56; currently Chair of HNI’s Human Resources and Compensation Committee. Background includes Senior Vice President, General Counsel and Worldwide Public Affairs at Deere & Company (2013–April 2024) and Vice President, Global Human Resources (2010–2012), bringing risk management, corporate governance, legal, talent strategy, succession planning, and compensation expertise. The Board has affirmatively determined she is independent under NYSE rules; she and her director class have terms expiring at the 2027 annual meeting. Jones had 100% attendance at Board and applicable committee meetings in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deere & Company | Senior Vice President, General Counsel & Worldwide Public Affairs | 2013–Apr 2024 | Led compliance and legal functions; contributed significant risk management, corporate governance, and legal expertise |
| Deere & Company | Vice President, Global Human Resources | 2010–2012 | Talent strategy, executive succession planning, and compensation expertise |
External Roles
- No current public company directorships disclosed for Jones in HNI’s 2025 proxy; biography lists Deere executive roles only.
Board Governance
| Item | Details |
|---|---|
| Committee assignments | Chair, Human Resources and Compensation Committee ; not listed on Audit or Governance committees |
| Committee meetings in 2024 | Compensation Committee met 4 times |
| Board meetings in 2024 | Board met 4 times; Jones attended all Board and applicable committee meetings (100% attendance) |
| Independence | Board determined Jones is independent under NYSE rules |
| Executive sessions | Non-employee director executive sessions held at each Board meeting |
Fixed Compensation
| 2024 Non-Employee Director Compensation (Mary K.W. Jones) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 97,250 |
| Stock Awards | 125,000 |
| Change in Pension Value and Nonqualified Deferred Compensation Earnings | — |
| All Other Compensation (dividends on shares) | 2,628 |
| Total | 224,878 |
| 2024 Cash Retainer Components (Mary K.W. Jones) | Amount ($) |
|---|---|
| Annual cash retainer | 82,250 |
| Compensation Committee Chair retainer | 15,000 |
| Total cash (ties to Fees Earned or Paid in Cash) | 97,250 |
| 2024 Equity Retainer Grant Details | Grant specifics |
|---|---|
| Annual equity retainer (common stock) | $125,000 authorized; granted May 14, 2024 |
| Shares issued | 2,655 shares |
| Grant date price | $47.07 per share (NYSE close on May 14, 2024) |
| Grant-date fair value | $124,970.85 |
| Cash in lieu of fractional share | $29 (for directors who did not defer) |
| HNI Non-Employee Director Compensation Structure (2024) | Policy |
|---|---|
| Annual retainer | $208,000 total: $83,000 cash paid quarterly; $125,000 common stock following May Board meeting |
| Additional chair retainers | Lead Director $30,000; Audit Chair $20,000; Compensation Chair $15,000; Governance Chair $15,000 (cash) |
| Deferrals | Directors may defer up to 100% of retainers to cash (prime +1%) or notional stock account (units accrue dividends) |
| Director equity instruments | Company has never issued stock options or restricted stock to non‑employee directors; shares issued in lieu of cash are fully vested on issuance |
Performance Compensation
| Director Performance Compensation Metrics (2024) | Status |
|---|---|
| Performance-linked bonus | None for non-employee directors |
| Stock options to directors | None issued to non-employee directors |
| Restricted Stock / PSUs to directors | None issued to non-employee directors; equity retainer paid in fully vested common stock |
| Clawbacks / malus (directors) | Not specifically disclosed for directors; company maintains insider trading, anti-hedging, and anti-pledging policy |
HNI’s director pay is primarily fixed retainer plus equity paid as common stock; there are no performance-based equity instruments or options for non-employee directors.
Other Directorships & Interlocks
- None disclosed for Jones; no shared public-company board interlocks noted in proxy.
Expertise & Qualifications
- Risk management, corporate governance, and legal leadership from Deere GC/compliance roles; talent strategy, succession planning, and compensation oversight from Deere HR leadership.
- Serves as Chair of HNI’s Human Resources and Compensation Committee, aligning expertise with oversight responsibilities.
Equity Ownership
| Holder | Common Stock (shares) | Common Stock Units (DSUs) | Stock Options Exercisable | Total Stock & Stock-Based Holdings | % of Class |
|---|---|---|---|---|---|
| Mary K.W. Jones | 34,422 | 2,129 | — | 36,551 | * (below 1%) |
- Anti-hedging and anti-pledging policy prohibits directors and officers from hedging, pledging, margin accounts, short sales, or put/call purchases in HNI stock, reducing alignment risk.
- Director stock ownership guideline requires each non-employee director to own HNI common stock with market value ≥ 5x cash portion of annual retainer; directors not yet meeting must receive 50% of cash retainer in stock or deferred units.
Governance Assessment
- Strengths: Independent status; 100% Board and committee attendance in 2024; Chair of Compensation Committee with deep legal/HR background; robust anti-hedging/pledging policy; regular executive sessions; no related-party transactions in 2024. These support investor confidence in board oversight of human capital and pay.
- Alignment: Equity retainer paid in common stock and ownership guideline (≥5x cash retainer) promote skin-in-the-game, though individual compliance status is not disclosed; Jones holds 34,422 shares and 2,129 units.
- Potential risks/flags: None disclosed regarding pledging, hedging, related-party transactions, or attendance. Director equity is fully vested and non-performance-based, which is typical but provides limited performance linkage for directors.