Stan Askren
About Stan Askren
Independent director of Sylvamo since October 2021; age 64 as of April 4, 2025. Former Chairman and CEO of HNI Corporation (15 years, retired 2018) with 26 years at HNI across executive roles. Education: MBA (Washington University), BA in Business (University of Northern Iowa), Harvard AMP Management Certificate; recognized as a Shingo Academy Lean Hall of Fame inductee. Founder/CEO, Quiet Trail Advisors; co-founder/co-owner, Simple Office Furniture Company; advisor to Dupler Office.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HNI Corporation | Chairman & CEO; prior EVP roles incl. Heatilator President; VP HR | CEO for 15 years, retired 2018; 26 years at HNI | Led large public company; deep lean operations, HR and multi-channel marketing expertise |
| Wilcox Electric (Thomson S.A.) | VP Development (marketing, acquisitions, HR) | Not disclosed | Growth, corporate development capability |
| Emerson Electric | HR roles (progressive) | Not disclosed | Human capital leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Quiet Trail Advisors | Founder & CEO | Current | Lean enterprise transformation consulting |
| Simple Office Furniture Company | Co-founder & co-owner | Current | B2C office furniture |
| Dupler Office | Advisor | Current | Office furniture and design services |
| Shingo Academy | Lean Hall of Fame Inductee | Recognized | Industry recognition for lean expertise |
Board Governance
- Independence: Board determined all nominees except CEO are independent; Askren is independent.
- Committees: Audit Committee member; Management Development & Compensation Committee member; not a chair.
- Audit expertise: Board determined Askren is an “audit committee financial expert.”
- Lead Independent Director: David Petratis (not Askren).
- Attendance: In 2024, Board met 5x; Audit 6x; MDCC 5x; NCGC 4x; each incumbent director attended ≥75% of aggregate meetings.
- Executive sessions: Independent directors held four executive sessions in 2024; presided by Lead Independent Director.
- Overboarding/time commitment policy: Adopted 2025; limits include max 3 public boards (1 if sitting public-company executive); annual review by NCGC.
- Director stock ownership guideline: 5x annual cash retainer ($500,000) with 5-year compliance window; all directors were in compliance as of Dec 31, 2024.
Fixed Compensation
| Component | Amount | Details |
|---|---|---|
| Annual cash retainer | $100,000 | Paid quarterly; directors may elect DSUs in lieu of cash. |
| Annual equity retainer (RSUs or DSUs) | $125,000 | Grant valued at $70.28 closing price on May 15, 2024; DSUs subject to elected deferral. |
| Committee chair fee | $0 | Not a chair (Audit chair: Desmond; MDCC chair: Bruce). |
| Lead Independent Director fee | $0 | Not applicable. |
| 2024 total director compensation | $225,028 | Fees earned/paid $100,000; stock awards $125,028; total $225,028. |
Performance Compensation
- Not applicable for directors: Sylvamo’s director pay is cash and time-based equity (RSUs/DSUs); no performance-based PSUs or option awards tied to financial/ESG metrics for directors.
Other Directorships & Interlocks
| Company | Status | Role/Committee | Tenure |
|---|---|---|---|
| Other public company boards (#) | Current count: — | None currently | As disclosed in nominee summary. |
| Allison Transmission Holdings | Former | Audit; Compensation | 2016–2023 |
| Armstrong World Industries | Former | Audit; Finance; MDCC | 2008–2022 |
| HNI Corporation | Former | Director | 2003–2018 |
| Arctic Cat Inc. | Former | Director | 2012–2014 |
- Interlocks/conflicts: No related party transactions involving directors reported since Jan 1, 2024; Board policies require NCGC review/approval of related person transactions.
- Atlas Cooperation Agreement: Board seats for Meyers and Wilde under agreement; not applicable to Askren.
Expertise & Qualifications
- Lean operations and enterprise transformation; Shingo Lean Hall of Fame.
- Human capital leadership; prior VP HR; multi-channel marketing and product management.
- Financial literacy; designated audit committee financial expert.
- Large-cap public company CEO experience.
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Beneficial ownership (common shares) | 0 | Excludes DSUs that do not vest within 60 days; less than 1% ownership. |
| RSUs/DSUs outstanding (incl. reinvested dividends) | 12,592 | Aggregate RSUs and DSUs outstanding as of Dec 31, 2024. |
| Ownership guideline | $500,000 | 5x cash retainer; all directors in compliance as of Dec 31, 2024. |
| Hedging/pledging | Prohibited | Company policy prohibits hedging and pledging by directors. |
Governance Assessment
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Board effectiveness: Askren adds deep operating/lean and HR expertise; serves on Audit and Compensation committees; designated audit financial expert—a positive for financial oversight quality.
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Independence & time commitment: Independent; no current public-company board service reduces overboarding risk under 2025 policy.
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Attendance/engagement: Meets ≥75% attendance threshold; independent directors met in executive session four times—robust governance cadence.
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Compensation alignment: Director pay mix is 56% equity; DSU/RSU structure and ownership guidelines strengthen shareholder alignment; no performance pay or options that could distort incentives.
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Conflicts/related-party exposure: No related person transactions reported; hedging/pledging prohibited; Atlas agreement board seats not involving Askren.
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Investor confidence signals: 2024 say‑on‑pay support at 98% indicates broad investor approval of compensation governance framework.
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RED FLAGS: None evident specific to Askren based on disclosed items—no related-party transactions, no hedging/pledging, no overboarding, and satisfactory attendance.