Jeffrey Lorenger
THOR INDUSTRIESAbout Jeffrey D. Lorenger
Independent director since 2024; age 60. President, Chief Executive Officer, and Chairman of HNI Corporation; joined HNI in 1998 after several years practicing corporate law at Gray Plant Mooty (Minneapolis). Holds BBA (Marketing), JD, and MBA from the University of Iowa; serves on the Tippie School of Business Advisory Board. Committees at THO: Compensation & Development and ESG&N.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HNI Corporation | Multiple executive roles at HON, Allsteel, Gunlocke prior to CEO | 1998–2018 | Deep operating leadership across brands |
| Gray Plant Mooty (Minneapolis) | Attorney, general corporate transactions | Pre-1998 (several years) | Corporate law experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HNI Corporation (NYSE:HNI) | President & CEO | June 2018–present | Public company CEO stewardship |
| HNI Corporation (NYSE:HNI) | Chairman of the Board | February 2020–present | Board leadership |
| University of Iowa Tippie School of Business | Advisory Board member | Not disclosed | Academic advisory engagement |
Board Governance
- Independence: Board comprised of eight independent directors out of nine in FY2025; Lorenger listed as independent on THOR’s committee matrix. Independent directors meet in executive session after each Audit, Compensation & Development, and Board meeting.
- Committee memberships and FY2025 meetings:
- Compensation & Development: Member; 8 meetings.
- ESG&N: Member; 4 meetings.
- Board attendance: Board held six meetings; directors attended 96% of full Board meetings in aggregate; no director with a committee assignment attended less than 94% of combined Board+committee meetings; no director missed more than one full Board meeting. THOR highlights 98% aggregate attendance across Board+committees.
- Governance practices: Majority voting for directors, independent Chairman, annual Board/committee self-assessments, anti-hedging/short sale/pledging policy, proxy access, stock ownership guidelines, clawback policy.
Fixed Compensation
| Component (FY2025) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $170,000 | Non-employee director cash retainer; payable quarterly |
| Committee chair fees | $0 | Lorenger was a member, not a chair; chair fees: Audit $25,000; Comp & Dev and ESG&N $20,000 (reference) |
| Stock awards (grant-date fair value) | $129,942 | Awarded Oct 8, 2024 to all current directors |
| Options | — | No option awards to directors in FY2025 |
| Total director compensation (FY2025) | $299,942 | Sum of cash + stock award |
Performance Compensation
- Director equity structure and plan controls (applicable to directors):
- Director compensation limit: Aggregate grant-date fair value per non-employee director capped at $500,000 per fiscal year.
- Vesting governance: No vesting periods less than one year; clawback policy incorporated; no dividends or dividend equivalents on unvested awards; no excise tax gross-ups; double-trigger vesting upon change-in-control for assumed awards.
- Administration: Delegated to the Compensation Committee comprised entirely of independent directors.
| Plan Feature | Detail | Citation |
|---|---|---|
| Director grant limit | ≤ $500,000 grant-date fair value per fiscal year | |
| Minimum vesting | No vesting < 1 year | |
| Clawback | Compliant “no-fault” clawback covering cash and equity | |
| Change-in-control | Double-trigger vesting for assumed awards (CIC + termination) | |
| Dividends on unvested | No dividends/dividend equivalents on unvested stock/options/SARs | |
| Excise tax gross-ups | None | |
| Committee independence | Compensation Committee entirely independent |
Other Directorships & Interlocks
- Current public board: HNI Corporation (Chairman; CEO).
- Compensation committee interlocks: THOR’s Compensation & Development Committee (Huntington, Hennington, Hurd, Lorenger) disclosed no interlocks or related person relationships in FY2025; no THOR executive served on boards/comp committees of entities with reciprocal service.
Expertise & Qualifications
- Executive leadership: Multi-decade operating and CEO experience at HNI; public company chairman/CEO.
- Legal training: JD; prior corporate transactions attorney.
- Business education: BBA (Marketing), MBA; academic advisory role (Tippie School).
- Governance: Service on Compensation & Development and ESG&N committees at THOR.
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Beneficial ownership (as of Oct 20, 2025) | 1,915 shares; <1% of outstanding | Based on 52,838,664 shares outstanding |
| Ownership guideline (directors) | 4× annual cash retainer | Company policy; implies alignment emphasis |
| Anti-hedging/pledging | Prohibited for directors | Policy restriction to support alignment |
Insider Trades and Current Position (Form 4)
| Transaction Date | Filing Date | Type | Shares Transacted | Post-Transaction Ownership | Security | Source |
|---|---|---|---|---|---|---|
| 2024-02-01 | 2024-02-05 | Form 3 (initial) | — | — | — | https://www.sec.gov/Archives/edgar/data/730263/000141588924002540/0001415889-24-002540-index.htm |
| 2024-03-25 | 2024-03-26 | Award (A) | 705 | 705 | Common Stock | https://www.sec.gov/Archives/edgar/data/730263/000141588924009121/0001415889-24-009121-index.htm |
| 2024-10-08 | 2024-10-09 | Award (A) | 1,210 | 1,915 | Common Stock | https://www.sec.gov/Archives/edgar/data/730263/000141588924024960/0001415889-24-024960-index.htm |
| 2025-10-07 | 2025-10-09 | Award (A) | 1,482 | 3,397 | Common Stock | https://www.sec.gov/Archives/edgar/data/730263/000131151125000004/0001311511-25-000004-index.htm |
Data source: Insider-trades skill (Form 4 records; securitiesOwned reflects post-transaction common stock positions).
Governance Assessment
- Committee effectiveness: Active roles on Compensation & Development (8 meetings) and ESG&N (4 meetings) indicate direct involvement in pay oversight, governance guidelines, director compensation, and board evaluation processes; these committees are fully independent.
- Independence and attendance: Lorenger is independent; overall board attendance is strong (96% full Board; no committee-assigned director <94% combined; governance highlights cite 98% combined). This supports board engagement and effectiveness.
- Alignment and incentives: Director pay uses modest cash plus time-based equity; capped under the plan; anti-hedging/pledging and clawback policies reinforce shareholder alignment.
- Interlocks and conflicts: No compensation committee interlocks or related person transactions disclosed for FY2025; Lorenger’s external role as HNI Chairman/CEO presents general time-commitment and potential network interlock considerations, but no THOR-related party transactions disclosed and THOR executives do not sit on outside for-profit boards.
- Signals: Ownership increased via RSU awards (post-transaction 3,397 shares as of Oct 2025), supporting skin-in-the-game; director stock ownership guideline (4× cash retainer) sets a clear target, though individual compliance status is not specifically disclosed in the proxy.