Steven Bradford
HNIAbout Steven Bradford
Senior Vice President, General Counsel and Secretary at HNI; Named Executive Officer (NEO) across 2022–2024 with core responsibility for legal, governance, risk oversight, and corporate secretarial functions . Company-level performance during his tenure: Revenues rose from $2,434M in 2023 to $2,526M in 2024 (+3.8%), and EBITDA increased from $251M to $305M (+21.6%); HNI reported 2024 GAAP net income of $139.5M and Adjusted EBIT of $220.8M, with pay-for-performance disclosures linking compensation to EBIT/EBITDA outcomes .
*Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| HNI Corporation | Senior Vice President, General Counsel and Secretary | Not disclosed | Oversees legal, governance, compensation policy compliance, and corporate secretarial duties |
External Roles
- None disclosed for Steven M. Bradford in HNI proxy/SEC filings .
Fixed Compensation
Multi-year compensation (SEC-reported):
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $466,908 | $481,101 | $497,625 |
| Bonus (cash profit-sharing) | $10,462 | $13,233 | $20,579 |
| Stock Awards (RSUs/PSUs grant-date FV) | $351,656 | $362,230 | $374,906 |
| Non-Equity Incentive (AIP) | $312,287 | $661,469 | $386,173 |
| All Other Compensation | $77,799 | $76,927 | $137,088 |
| Total | $1,219,112 | $1,594,960 | $1,416,371 |
Key salary actions:
- Base pay increased from $483,000 (2023) to $499,900 (2024), +3.5% .
Performance Compensation
Annual incentive structure (2024):
- Target bonus: 75% of base (Other NEOs)
- Weighting: 80% financial (Adjusted EBIT), 20% individual objectives
- Corporate financial target vs. actual: Adjusted EBIT goal $221.6M; actual $220.8M; payout 99%
2024 Annual Incentive payout breakdown (Bradford):
| Component | Target ($) | Actual Payout ($) | Payout vs Target (%) |
|---|---|---|---|
| Financial goals (80%) | Part of $374,925 total target | $296,941 | — |
| Individual objectives (20%) | Part of $374,925 total target | $89,232 | — |
| Total | $374,925 | $386,173 | 103% |
Individual objectives (2024):
- Focus: CSR advancements and organizational development; achievement factor 119% .
Long-term incentives (granted Feb 14, 2024; 50/50 RSUs/PSUs):
| Instrument | Grant # Units | Grant Price | Vesting | Performance Metric |
|---|---|---|---|---|
| PSUs (target) | 4,390 | $42.70 | Cliff after 3 years; 0–200% payout | Cumulative Adjusted EBITDA (2024–2026) |
| RSUs | 4,390 | $42.70 | 1/3 per year; dividends accrue/pay at vest | Time-based |
PSU performance targets (2024–2026):
| Achievement | Cumulative Adjusted EBITDA ($M) |
|---|---|
| Maximum (200%) | 1,084 |
| Target (100%) | 990 |
| Threshold (25%) | 751 |
Recent PSU certification:
- 2022–2024 PSU earned at 66% of target (economic profit basis); shares issued accordingly .
Options and realized value (2024):
- Options exercised: 19,593 shares; value realized $32,406 .
- Stock vested: 21,451 shares; value realized $932,791 .
Equity Ownership & Alignment
Beneficial ownership (as of March 10, 2025):
| Holding | Amount |
|---|---|
| Common Stock | 59,571 |
| Stock Options Exercisable (≤60 days) | 39,284 |
| Total Stock and Stock-Based Holdings | 98,855 |
| % of Shares Outstanding | <1% (HNI outstanding 46,895,900) |
Unvested awards (year-end 2024):
| Award Type | Unvested Units (#) | Market Value ($) |
|---|---|---|
| RSUs (2022 grant) | 1,333 | $67,796 |
| RSUs (2023 grant) | 3,838 | $195,201 |
| RSUs (2024 grant) | 4,390 | $223,275 |
| PSUs (2022 grant) | 3,997 | $203,287 |
| PSUs (2023 grant) | 5,757 | $292,801 |
| PSUs (2024 grant) | 4,390 | $223,275 |
Outstanding options (year-end 2024):
| Exercise Price | Expiration | Exercisable (#) |
|---|---|---|
| $38.68 | 02/14/2028 | 19,102 |
| $39.77 | 02/13/2029 | 20,182 |
Alignment policies and compliance:
- Ownership guideline: 3x base salary for SVP/EVP/CFO; all NEOs in compliance at year-end 2024 .
- Anti-hedging and anti-pledging: Hedging, pledging, margin accounts, short-term trades prohibited .
- No dividends on unvested RSUs/unearned PSUs; dividends accrue and pay only if awards vest/earn .
Employment Terms
Change-in-control (CIC) economics (double-trigger; Bradford):
| Component | Amount ($) |
|---|---|
| Cash under CIC Agreement | $2,091,524 |
| Benefits continuation value | $29,747 |
| Annual Incentive acceleration (2024) | $386,173 |
| Performance Plan acceleration | $945,826 |
| Stock option & RSU acceleration | $486,272 |
| Total (CIC + termination) | $3,939,542 |
Key terms:
- Severance multiple: 2x (CEO 3x) of base salary + average prior two years’ annual incentive; plus ancillary benefits .
- Double-trigger required (CIC + qualifying termination); non-compete and confidentiality for one year post-termination .
- No excise tax gross-ups; clawback policy aligned to NYSE Rule 10D-1 for restatements .
- Perquisites limited; identity-theft protection ($4,200 in 2024) and standard relocation assistance; broad-based plans for health/retirement/profit-sharing .
Compensation Structure Analysis
- Pay-for-performance: AIP tied to Adjusted EBIT; LTI split equally between PSUs on cumulative Adjusted EBITDA and time-based RSUs—linking significant pay to profitability and multi-year performance .
- Mix and shifts: 2024 maintained 50/50 RSU/PSU mix; no option repricing; CEO mix emphasized LTI, other NEOs at 46% variable pay, consistent with governance best practices .
- Governance protections: Strict anti-hedge/pledge, clawback, double-trigger CIC, no tax gross-ups; annual say-on-pay consistently strong (≈95% approval in 2024; 97% in 2023) .
Compensation Peer Group (Benchmarking)
2025 peer group (20 companies); recent changes removed Lincoln Electric & Valmont; added Apogee, Installed Building Products, JELD-WEN, MasterBrand to better align with HNI’s scale/complexity .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval ≈95%; long-standing high support since 2012 .
- 2023 approval ≈97%; ongoing shareholder engagement; no material concerns raised on program design .
Investment Implications
- Alignment: Strong linkage to Adjusted EBIT/EBITDA suggests continued focus on margin expansion and productivity (consistent with corporate results), potentially supporting LTI PSU outcomes if cumulative EBITDA targets are met .
- Supply overhang: RSU vesting in equal annual tranches and PSU cliff vesting in 2026 could create periodic insider share deliveries; 2024 realized vesting value ($932,791) signals tangible equity monetization cadence .
- Retention/transition risk: Robust CIC protections (double-trigger, 2x cash multiple) and compliance with stock ownership guidelines reduce near-term retention risk; governance policies (anti-pledge/hedge; clawback) mitigate misalignment .
- Performance backdrop: Corporate 2024 net income ($139.5M) and Adjusted EBIT ($220.8M) underpin AIP payouts near target (Bradford at 103%); meeting multi-year EBITDA thresholds will be key for PSU vesting into 2026–2027 .
Values marked with an asterisk were retrieved from S&P Global:
- 2023 Revenues: $2,434M*
- 2024 Revenues: $2,526M*
- 2023 EBITDA: $251M*
- 2024 EBITDA: $305M*