Patrick Hallinan

About Patrick Hallinan

Patrick D. Hallinan, age 57, has served on HNI’s Board since September 2022; he is Executive Vice President and Chief Financial Officer of Stanley Black & Decker (since April 2023) and previously served as Senior Vice President and CFO of Fortune Brands Home & Security (2017–2023) and CFO of its plumbing segment (2013–2017). He is independent under NYSE rules and qualifies as an “audit committee financial expert,” currently serving on HNI’s Audit Committee; his director term runs through HNI’s 2027 annual meeting .

Past Roles

External Roles

No other public company directorships are disclosed for Mr. Hallinan in HNI’s proxy. He is disclosed as a current HNI director and SWK CFO .

Board Governance

• Committee assignments: Audit Committee member; Audit Committee membership is three independent directors (Chair: John R. Hartnett; Members: Patrick D. Hallinan, Dhanusha Sivajee) .
• Financial expertise: Board determined Hallinan is an “audit committee financial expert” under SEC rules .
• Independence: Board affirmatively determined Hallinan (and 9 of 11 directors) are independent under NYSE rules .
• Attendance and engagement: Board met four times in 2024; each director attended all Board and applicable committee meetings; executive sessions of non-employee directors held at each Board meeting .
• Risk oversight: Audit Committee has primary responsibility for risk oversight, including cybersecurity and data privacy; receives quarterly updates .

Fixed Compensation

Notes

• Hallinan received 50% of the first-quarter cash retainer in the form of 234 HNI common shares under the Equity Plan (shares issued in lieu of cash per ownership-promoting policy) .

Performance Compensation

Performance metrics: HNI’s non-employee director equity is retainer-based (not performance-conditioned); shares issued to directors in lieu of cash are fully vested at grant. No performance metric framework applies to director equity grants .

Other Directorships & Interlocks

Expertise & Qualifications

• Finance, business strategy, general management leadership from CFO roles at SWK and Fortune Brands; designated audit committee financial expert .
• Education: BA in Economics (Northwestern University); MBA with honors in Finance & Accounting (University of Chicago Booth) .
• Board skills matrix (summary described) emphasizes mix of finance and risk management competencies across directors; Hallinan contributes finance and leadership skills .

Equity Ownership

• Shares outstanding: 46,895,900 (context for ownership percentages) .
• Ownership guidelines: Non-employee directors must own HNI common stock with a market value ≥ 5× the cash portion of annual retainer; directors not yet meeting the guideline must receive half of cash retainer in HNI stock or deferred share units .
• Hedging/pledging: Corporate policy prohibits hedging and pledging HNI stock (including options, swaps, collars); also prohibits holding shares in margin accounts .

Say-on-Pay & Shareholder Feedback

Auditor ratification passed with 40,420,044.417 votes “For”; director nominees received strong support; these outcomes indicate broad shareholder confidence in governance and pay programs .

Governance Assessment

• Strengths

  • Independence and expertise: Independent director; Audit Committee financial expert; strong CFO background at large public companies .
  • Engagement: 100% attendance at Board and committee meetings; regular executive sessions signal robust independent oversight .
  • Risk oversight: Active role within Audit Committee over financial reporting, internal controls, and enterprise/cyber risk; robust pre-approval controls on auditor services; periodic consideration of audit firm rotation .
  • Alignment: Director ownership guidelines and practice of taking a portion of cash retainer in stock increase skin-in-the-game; dividends on director shares are modest .

• Potential conflicts and mitigants

  • External CFO role at Stanley Black & Decker could present time demands; however, independence affirmed and no related-party transactions were reported for 2024; anti-hedging/pledging and related-person transaction review policies reduce alignment/conflict risk .

• RED FLAGS

  • None disclosed in 2024 related-party transactions; no option repricings; no hedging/pledging permitted under policy .
  • Beneficial ownership is immaterial relative to shares outstanding (common for external directors); continued progress toward ownership guideline is a monitoring point, with evidence of equity taken in lieu of cash .

Employment & Contracts (External, SWK CFO)

• Base salary: $800,000; target annual bonus 100% of base (2023); one-time $350,000 sign-on bonus subject to clawback if departure within two years for specified causes .
• Equity: One-time RSU grant $2,650,000 vesting 1/3 annually; annual equity grants (2023–2024) with $3.65 million target value, mix of ~50% PSUs, 25% stock options, 25% RSUs .
• Change-in-control: Standard SWK CIC agreement—cash severance equal to 2.5× (base salary + average three-year bonus) upon qualifying termination and change-in-control .
• Clawback: Sign-on bonus subject to reimbursement triggers; broader SWK executive policies apply (company standard for senior executives) .

Implication: External compensation scale and CIC protection are typical for large-cap CFOs; no HNI overlap disclosed, limiting direct conflict risk for HNI board service .

Other Notes

• Auditor fees: KPMG total fees were $3.3M (2024) vs $3.655M (2023); all services were pre-approved; KPMG independence and partner rotation reviewed; retention recommended to shareholders .
• Committee activity: Audit, Compensation, and Governance Committees each met four times in 2024; all committee members independent; charters publicly available .