Vincent Berger
HNIAbout Vincent Berger
Vincent P. Berger is Executive Vice President and Chief Financial Officer of HNI Corporation, appointed effective December 29, 2024, after serving as EVP and President of Hearth & Home Technologies (HHT) since 2016 . He is age 52 and has been an HNI member for 27 years; he is also a Certified Public Accountant (CPA) . Company performance during his recent tenure includes cumulative TSR of 167 in 2024 (base=100 in 2020), GAAP net income of $139.5 million, and Adjusted EBIT of $220.8 million, illustrating multi-year operational improvement .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| HNI Corporation | Executive Vice President & Chief Financial Officer | 2024–present | Senior finance leadership overseeing disclosure controls, internal control over financial reporting, and capital allocation |
| HNI Corporation | Executive Vice President | 2018–present | Enterprise leadership role supporting strategy and long-term incentive design |
| Hearth & Home Technologies (HNI segment) | President | 2016–2024 | Led Residential Building Products; segment strategies and growth initiatives referenced in earnings outlooks |
External Roles
None disclosed in HNI’s filings for Berger (no other public company directorships or committee roles indicated) .
Fixed Compensation
| Item | 2024 | Notes |
|---|---|---|
| Base Salary | $524,600 | Set from $506,900 in 2023 to $524,600 in 2024 (+3.5%) |
| Base Salary (adjustment) | $575,000 (Q4 2024) | Increased in Q4 2024 in connection with CFO appointment effective Dec 29, 2024 |
| Target Annual Incentive | 75% of base salary | Applies to non-CEO Named Executive Officers |
| Actual Annual Incentive Paid (2024) | $271,688 | Paid in cash in Q1 2025 |
Performance Compensation
Annual Incentive Plan (AIP) – 2024 Structure and Outcome
| Component | Weighting | Metric Basis | Target/Payout Inputs | Berger 2024 Payout |
|---|---|---|---|---|
| Financial goals | 80% | Adjusted EBIT (corporate or business unit) | Corporate target $221.6M; actual $220.8M; payout 99% (corporate reference) | $213,900 |
| Individual objectives | 20% | Strategic objectives (e.g., go-to-market, revenue growth) | Achievement range 0–125% | $57,788 |
| Total | — | — | Awards paid in cash; forfeiture outside qualifying events | $271,688 (63% of target) |
Notes:
- Berger’s AIP was based on his area of responsibility (business unit), while CEO/CFO (pre-transition) used corporate goals .
Long-Term Incentive (LTI) – 2024 Grants
| Award Type | Grant Date | Units Granted | Vesting | Performance Metric | Target Structure |
|---|---|---|---|---|---|
| Performance Share Units (PSUs) | Feb 14, 2024 | 8,903 units | Cliff vest at end of 3-year period (2024–2026), 0–200% payout; dividends accrue and pay at vest | Cumulative Adjusted EBITDA | Threshold $751M (25%), Target $990M (100%), Max $1,084M (200%) |
| Restricted Stock Units (RSUs) | Feb 14, 2024 | 8,903 units | 1/3 per year over 3 years; dividends accrue and pay at vest | Stock price alignment and retention | — |
Historical PSU certification:
- 2022–2024 PSU cycle certified at 66% achievement on economic profit; shares distributed at 66% achievement .
Outstanding Equity at Year-End 2024 (Unvested)
| Award | 2022 Grant | 2023 Grant | 2024 Grant |
|---|---|---|---|
| Unvested RSUs (#) | 2,664 | 7,747 | 8,903 |
| Unvested PSUs (#) | 7,991 | 11,620 | 8,903 |
Options and Vesting Events
| Item | Detail |
|---|---|
| Stock options outstanding (YE 2024) | None shown for Berger in outstanding awards table |
| Options exercised (2024) | 120,903 shares; value realized $1,297,260 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of Mar 10, 2025) | 71,735 shares |
| Percent of class | <1% |
| Unvested equity | RSUs: 2,664 (2022), 7,747 (2023), 8,903 (2024); PSUs: 7,991 (2022), 11,620 (2023), 8,903 (2024) |
| Stock ownership guidelines | CFOs/EVPs: 3x base salary; compliance expected within 5 years; all NEOs in compliance at YE 2024 |
| Anti-hedging/pledging | Hedging and pledging prohibited for officers/directors; no margin accounts or short-term transactions permitted |
Employment Terms
| Provision | Details |
|---|---|
| Employment contracts | None; HNI states no employment agreements for NEOs |
| Change-in-control (CIC) agreements | Double-trigger required (CIC plus qualifying termination) for severance; Berger party to CIC agreement |
| CIC severance | Lump sum equal to 2x (CEO 3x) base salary + average prior two years’ annual incentive; plus current-year bonus, benefits continuation (medical/dental up to 18 months; life up to 24 months) |
| Non-compete | One year post-termination under CIC agreement |
| Equity acceleration upon CIC | RSUs, PSUs, and stock options accelerate; AIP awards valued and paid within 30 days of CIC |
| Clawback policy | NYSE Rule 10D-1 compliant; recoup incentive-based pay for 3 years prior to an accounting restatement |
| Tax gross-ups | No excise tax gross-ups; CIC payouts exclude 280G gross-ups; however, tax gross-up applied for taxes on six months of health/dental continuation under CIC benefits (per calculation note) |
| Perquisites | Limited; identity theft protection ($4,200 per NEO in 2024) and relocation assistance; broader benefits same as other members |
Compensation Structure Analysis
- The AIP’s 80% financial/20% strategic weighting and Berger’s 63% of target payout in 2024 demonstrate tangible pay-for-performance alignment at the business unit level .
- LTI mix shifted to 50/50 PSUs/RSUs, emphasizing Adjusted EBITDA over 3 years for PSUs while maintaining retention and stock-price alignment via RSUs; no options granted to NEOs in 2024, consistent with HNI’s practice of not repricing underwater options .
- Ownership alignment is reinforced by strict anti-hedging/anti-pledging and 3x salary stock-ownership guidelines, with NEOs compliant as of YE 2024 .
Say-on-Pay & Peer Benchmarking
- Say-on-pay support remained strong: approximately 95% approval at the 2024 Annual Meeting .
- CEO compensation benchmarking uses a 20-company peer group (e.g., Steelcase, MillerKnoll), while other NEOs are benchmarked against Willis Towers Watson and Mercer surveys; independent consultants FW Cook and Exequity advised the committee .
Related Party Transactions and Governance Red Flags
- No related-party transactions were required to be reported for 2024 .
- Policies prohibit hedging/pledging, do not allow repricing of underwater options, and disallow excise tax gross-ups, mitigating governance risk .
Performance & Track Record (Company Context 2020–2024)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Total Shareholder Return (value of $100) | 96 | 120 | 84 | 129 | 167 |
| Peer Group TSR (value of $100) | 75 | 78 | 44 | 65 | 85 |
| GAAP Net Income ($000) | 41,917 | 59,814 | 123,873 | 49,226 | 139,541 |
| Adjusted EBIT ($000) | 107,028 | 100,728 | 128,359 | 145,277 | 220,785 |
Operational commentary by Berger (CFO) highlights:
- Workplace Furnishings margin runway toward ~12% with synergy and productivity (KII synergies, Mexico ramp) .
- Free cash flow outlook raised to ~$200–210 million in 2025, with working capital neutrality and tax timing benefits .
- SMB mix ~40–45% in Workplace Furnishings and mid-30–40% incremental margin with volume before investments .
Equity Ownership & Alignment Details
| Detail | Data |
|---|---|
| Shares beneficially owned | 71,735 |
| Ownership % | <1% |
| Options exercised in 2024 | 120,903 shares; $1,297,260 value realized |
| RSU vest cadence (2024 grant) | 1/3 annually starting Feb 14, 2025 |
| PSU 2024–2026 hurdle (cumulative Adj. EBITDA) | Threshold $751M; Target $990M; Max $1,084M |
| Ownership policy & compliance | 3x salary guideline; compliant at YE 2024 |
| Hedging/pledging | Prohibited |
Employment Terms (Severance & CIC Economics)
| Term | Berger |
|---|---|
| CIC severance multiple | 2x (base + average prior 2 years’ AIP) |
| Triggers | Double-trigger (CIC + qualifying termination) |
| Non-compete | 1 year |
| Award acceleration | RSUs/PSUs/options accelerate; AIP valued pre-CIC |
| Clawback | 3-year lookback for restatement |
| Excise tax gross-up | None (explicitly excluded) |
| Other tax gross-ups | Tax gross-up applied to six months health/dental continuation in CIC payout calculations |
Investment Implications
- Alignment and downside protections: Strong pay-for-performance constructs (PSUs tied to Adjusted EBITDA; AIP below target at 63%) align incentives with profitability, while clawback and anti-hedging/pledging policies reduce governance risk .
- Vesting and potential selling pressure: RSUs vest annually beginning Feb 14, 2025, and Berger realized $1.30 million exercising options in 2024; vest dates may coincide with trading windows, creating episodic supply risk depending on tax and diversification needs .
- Retention and CIC dynamics: Double-trigger CIC agreements and one-year non-compete mitigate retention risk in change-of-control scenarios, though full acceleration of equity at CIC can create windfall incentives that investors should model under strategic alternatives .
- Operating credibility: Berger’s CFO commentary guiding margin expansion toward ~12% in Workplace Furnishings and raising free cash flow expectations to $200–210 million in 2025 supports confidence in execution and capital return capacity .
Sources and additional background
- Role and appointment: CFO/EVP effective Dec 29, 2024; EVP since 2018; HHT President 2016–2024 .
- Corporate press release confirming tenure, CPA credential, and 27-year service .
- Certifications and controls: SOX Section 302/906 CFO certifications (Q2 and Q3 2025) .