Miguel Calado
HNIAbout Miguel M. Calado
Independent director and current Lead Director of HNI. Age 69; director since August 2004 (21 years of board tenure through 2025). Recognized as an “audit committee financial expert” under SEC rules, with deep international, manufacturing, and finance leadership experience including CFO roles and board chair responsibilities at external companies. Serves on HNI’s Public Policy and Corporate Governance Committee and presides over executive sessions of non-employee directors as Lead Director .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hovione SA (international fine chemicals) | Vice President & CFO; later VP Corporate Development and President, iMax Diagnostic Imaging BU | 2006–2017 | Led finance and corporate development; international manufacturing/financial expertise |
| Dean Foods Company | Executive Vice President & President, International | Prior to 2006 | Global P&L and international operations leadership |
| PepsiCo Foods International | Various international finance roles | Prior to Dean Foods | Global finance and international exposure |
| GAMCAL, LLC | President | Since 2006 | Investment firm leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nanoform Finland Limited (publicly traded) | Chairman; Chairs Audit Committee and Compensation Committee | Current | Board chair; oversight of audit and compensation—strong governance credentials |
| WY Group (digital marketing & technology holding company) | Board Member; formerly Chairman & President | Chairman/President Apr 2017–Oct 2023; currently director | Digital marketing/technology oversight; governance experience |
Board Governance
- Independence: Board affirmed Calado’s independence under NYSE rules and HNI’s guidelines; 10 of 11 directors independent .
- Committee assignments: Lead Director; member, Public Policy & Corporate Governance Committee; not on Audit or Compensation .
- Lead Director responsibilities: Presides over independent director meetings; liaison with Chair/CEO; agenda input; presides when Chair absent; spokesperson if Chair conflicted; handles stakeholder communications to independent directors .
- Attendance and engagement: Board met four times in 2024; each director attended all Board and assigned committee meetings; non-employee director executive sessions held at each meeting, presided over by Lead Director; directors encouraged to attend annual shareholder meeting—ten directors attended in 2024 .
- Related party transactions: No transactions with related persons required to be reported for 2024 .
- Insider trading controls: Anti-hedging and anti-pledging policy prohibits hedging, short sales, options, and pledging/margin accounts by directors .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual retainer (total for directors) | $208,000 ($83,000 cash; $125,000 stock) | Paid quarterly (cash) and May grant (stock); stock issued under 2017 Non-Employee Director Equity Plan |
| Lead Director additional retainer | $30,000 (cash) | Paid quarterly |
| 2024 Director compensation – Miguel Calado | Fees earned: $112,250; Stock awards: $125,000; All other comp (dividends): $2,628; Total: $239,878 | Cash comprises $82,250 annual retainer + $30,000 Lead Director retainer; equity grant issued May 14, 2024 (2,655 shares at $47.07) |
| Options/RSA to directors | None issued historically; all shares in lieu of cash fully vested upon issuance | HNI has never issued stock options or restricted stock to non-employee directors; in-lieu shares fully vested |
Stock ownership guidelines for directors: Must own HNI stock equal to ≥5x the cash portion of annual retainer; if not met, half of cash retainer is paid in stock or deferred share units until compliant .
Performance Compensation
- None for directors. HNI does not grant performance-based awards (PSUs/RSUs) to non-employee directors; director equity is retainer-linked and fully vested upon issuance. No director stock options are granted .
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Exposure |
|---|---|---|---|
| Nanoform Finland Limited | Public | Chairman; Audit & Compensation Chair | No HNI-related party transactions disclosed in 2024; sector distinct from HNI’s core (drug particle engineering) |
| WY Group | Private | Board Member; formerly Chairman & President | No HNI-related party transactions disclosed; digital marketing/technology adjacency without disclosed supplier/customer ties |
No disclosed interlocks with HNI competitors/suppliers/customers; HNI’s related-party policy covers >$100k transactions and excludes mere directorships or <10% ownership interests; none reported for 2024 .
Expertise & Qualifications
- Financial reporting/auditing and capital structure experience; qualifies as audit committee financial expert (SEC definition) .
- International operations, manufacturing/lean operations, and general management background from Dean Foods, PepsiCo, and Hovione .
- Corporate governance/risk oversight as Lead Director; technology/data and CSR insights via external roles and HNI governance framework .
Equity Ownership
| Holder | Common Shares | Common Stock Units | Options Exercisable (≤60 days) | Shares Outstanding | Ownership % of SO |
|---|---|---|---|---|---|
| Miguel M. Calado | 31,162 | — | — | 46,895,900 | ~0.066% (31,162 / 46,895,900) |
- Pledging/Hedging: Prohibited for directors under HNI policy (anti-hedging and anti-pledging) .
- Director equity grant mechanics: 2024 grant was 2,655 shares at $47.07; dividends on director shares accrue and were paid ($2,628 for Calado in 2024) .
- Ownership alignment: Director guideline requires ≥5x cash retainer in stock; Calado’s beneficial share count suggests strong alignment; policy enforces equity accumulation where needed .
Governance Assessment
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Strengths
- Lead Independent Director role provides robust counterbalance to combined Chair/CEO structure; presides over executive sessions and liaises on sensitive issues .
- Independence affirmed; 100% attendance at Board and committee meetings; attendance at annual meeting signaling engagement .
- No related-party transactions reported for 2024; strict anti-hedging/anti-pledging policy mitigates alignment risks .
- Substantive governance skills (audit/comp chair experience externally; SEC “financial expert” designation); relevant to HNI’s risk and oversight needs .
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Watch Items
- Multiple external commitments (Nanoform chairman and committee chair; WY Group director) increase time demands; however, 2024 attendance was perfect, and HNI’s Lead Director duties were fulfilled .
- Combined Chair/CEO structure remains; mitigated by strong Lead Director responsibilities and independent committee leadership .
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Director Pay Structure
- Balanced cash/equity retainer with added Lead Director premium; no options/restricted stock grants; equity retainer fully vested to reinforce alignment while avoiding performance conditioning for directors .
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RED FLAGS: None disclosed (no related-party transactions; no hedging/pledging; no attendance issues; no director option repricing) .
Contextual signals: Say-on-pay support ~95% at 2024 annual meeting reflects favorable shareholder view of HNI’s compensation governance broadly (management program, not director pay) .