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Stock-Based Compensation | 12 Months Ended
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Dec. 28, 2024
Share-Based Payment Arrangement [Abstract] |
Stock-Based Compensation | Stock-Based Compensation Under the Corporation’s 2021 Stock-Based Compensation Plan (the "2021 Plan"), the Corporation may award options to purchase shares of the Corporation’s common stock and grant other stock awards to key personnel. Upon shareholder approval of the 2021 Plan in May 2021, no future awards were granted under the Corporation’s 2017 Stock-Based Compensation Plan (the "2017 Plan"), but all outstanding awards previously granted under the 2017 Plan remain outstanding in accordance with their terms. During the second quarter of 2023, the Corporation assumed the Kimball International, Inc. Stock Incentive Plan and its remaining share pool. The plan was renamed the "HNI Corporation Stock Incentive Plan for Legacy Kimball Employees" (the "2023 Kimball International Legacy Plan"). Under this plan the Corporation may grant equity compensation awards using the plan’s share pool. At inception, there were approximately 1.1 million shares of the Corporation’s stock available for issuance under this plan. As of December 28, 2024, there were approximately 3.0 million shares available for future issuance under the 2021 Plan, the 2017 Plan, and the 2023 Kimball International Legacy Plan (collectively, the "Plans"). The Plans are administered by the Human Resources and Compensation Committee of the Board. Forms of awards issued under the Plans include stock options, restricted stock units based on a service condition ("RSUs"), and restricted stock units based on both financial performance and service conditions ("PSUs"). The Corporation uses common shares held in treasury to satisfy share option exercises and distributions of shares related to vested RSUs and PSUs. RSUs awarded prior to 2020 generally cliff-vest after three years, while RSUs awarded starting in 2020 generally vest ratably over three years with the exception of RSUs awards under the 2023 Kimball International Legacy Plan, which cliff-vest three years after the original award date. PSUs were awarded starting in 2020, and generally vest at the end of a three-year period, subject to a performance metric based on the Corporation’s cumulative profitability during the period. PSUs and RSUs awarded starting in 2020 generally accrue cash dividends during the vesting periods, with payment made when earned shares are distributed to participants. Awards under the 2023 Kimball International Legacy Plan accrue share dividends during the vesting period, awarded upon vesting. Stock options awarded to members must be at exercise prices equal to or exceeding the fair market value of the Corporation’s common stock on the date of grant. Stock options are generally subject to four-year cliff vesting and must be exercised within 10 years from the date of grant. The Corporation measures stock-based compensation expense at grant date, based on the fair value of the award, and recognizes expense over the members’ requisite service periods, adjusted for an estimated forfeiture rate for those shares not expected to vest. Additionally, expense related to PSUs is periodically adjusted for the probable number of shares to be awarded at the end of the three-year performance period. Compensation cost charged against operations for the Plans and the 2017 MSPP described in "Note 10. Accumulated Other Comprehensive Income (Loss) and Shareholders’ Equity" was as follows:
| 2024 |  | 2023 |  | 2022
Compensation cost | $ | 17.4 |  |  | $ | 16.5 |  |  | $ | 9.0 |
The total income tax benefit recognized in the Consolidated Statements of Comprehensive Income for share-based compensation arrangements was as follows:
| 2024 |  | 2023 |  | 2022
Income tax benefit | $ | 4.1 |  |  | $ | 4.2 |  |  | $ | 2.0 |
RSUs The following table summarizes the changes in RSUs (shares in thousands, per share amounts in dollars):
| Number of Shares |  | Weighted-Average Grant Date Fair Value
Nonvested as of January 1, 2022 | 545 |  |  | $ | 36.98 |
Granted | 164 |  |  | 43.05 |
Vested | (141) |  |  | 36.99 |
Forfeited | (32) |  |  | 37.75 |
Nonvested as of December 31, 2022 | 535 |  |  | $ | 38.79 |
Granted | 246 |  |  | 31.44 |
Assumed | 228 |  |  | *
Vested | (259) |  |  | 34.71 |
Forfeited | (39) |  |  | 35.05 |
Nonvested as of December 30, 2023 | 713 |  |  | $ | 33.99 |
Granted | 191 |  |  | 43.82 |
Vested | (419) |  |  | 35.32 |
Forfeited | (28) |  |  | 32.58 |
Nonvested as of December 28, 2024 | 456 |  |  | $ | 36.85 |
*RSUs assumed in 2023 in the above table are replacement awards issued to Kimball International employees in June 2023, and have no weighted-average grant date fair value due to being granted prior to the Corporation’s acquisition of Kimball International. The total fair value of RSUs assumed at acquisition date is $6.1 million, with approximately 48 percent of the fair value attributed to service provided by Kimball International employees prior to the acquisition by the Corporation and thus is accounted for as purchase consideration. See "Note 4. Acquisitions and Divestitures" for further information. As of December 28, 2024, there was $2.9 million of unrecognized compensation cost related to RSUs, which the Corporation expects to recognize over a weighted-average period of 0.7 years. The total value of shares vested was as follows:
| 2024 |  | 2023 |  | 2022
Value of shares vested | $ | 14.8 |  |  | $ | 9.0 |  |  | $ | 5.2 |
PSUs The following table summarizes the changes in PSUs (shares in thousands, per share amounts in dollars):
| Number of Shares |  | Weighted-Average Grant Date Fair Value
Nonvested as of January 1, 2022 | 309 |  |  | $ | 37.29 |
Granted | 143 |  |  | 43.67 |
Forfeited | (24) |  |  | 39.60 |
Nonvested as of December 31, 2022 | 428 |  |  | $ | 39.29 |
Granted | 200 |  |  | 31.50 |
Expired | (142) |  |  | 37.60 |
Forfeited | (32) |  |  | 38.38 |
Nonvested as of December 30, 2023 | 455 |  |  | $ | 36.45 |
Granted | 170 |  |  | 42.73 |
Expired | (49) |  |  | 36.99 |
Vested | (90) |  |  | 36.99 |
Forfeited | (17) |  |  | 38.46 |
Nonvested as of December 28, 2024 | 469 |  |  | $ | 38.50 |
As of December 28, 2024, there was $8.9 million of unrecognized compensation cost related to PSUs, which the Corporation expects to recognize over a weighted-average period of 0.9 years. A portion of PSUs granted in 2021 vested in 2024, with the remaining portion expiring since the Corporation partially achieved the cumulative profitability target over the respective three-year performance period. Nonvested PSUs that expired in 2023 were granted in 2020 and expired with no value due to the cumulative performance of the Corporation over the respective three-year performance period. Stock Options Stock-based compensation expense related to stock options was estimated on the date of grant using the Black-Scholes option-pricing model with various assumptions. Expected volatilities were based on historical volatility as the Corporation does not expect that future volatility over the expected term of the options is likely to differ from the past. The Corporation used a calculation method based on the historical daily frequency for a period of time equal to the expected term. The Corporation used the current dividend yield as there are no plans to substantially increase or decrease its dividends. The Corporation used historical exercise experience to determine the expected term. The risk-free interest rate was selected based on yields from treasury securities as published by the Federal Reserve equal to the expected term of the options. The amount of stock-based compensation expense recognized during a period is also based on the portion of the stock options that are ultimately expected to vest. The Corporation estimates pre-vesting forfeitures at the time of grant by analyzing historical data and revises those estimates in subsequent periods if actual forfeitures differ from those estimates.
There were no stock options granted in any periods presented below. The following table summarizes the changes in outstanding stock options (shares in thousands, per share amounts in dollars):
| Number of Shares |  | Weighted Average Exercise Price
Outstanding as of January 1, 2022 | 2,191 |  |  | $ | 41.62 |
Exercised | (64) |  |  | 33.35 |
Forfeited or Expired | (8) |  |  | 42.65 |
Outstanding as of December 31, 2022 | 2,119 |  |  | $ | 41.86 |
Exercised | (225) |  |  | 36.06 |
Forfeited or Expired | (32) |  |  | 35.75 |
Outstanding as of December 30, 2023 | 1,862 |  |  | $ | 42.67 |
Exercised | (1,115) |  |  | 44.31 |
Outstanding as of December 28, 2024 | 747 |  |  | $ | 40.22 |
There were no nonvested stock options as of December 28, 2024 or December 30, 2023, and no activity related to nonvested options during the current year. Additionally, as of December 28, 2024, there was no unrecognized compensation cost related to stock option awards.
Information about stock options currently exercisable is as follows (shares in thousands, per share amounts in dollars):
| December 28, 2024
| Number of Shares |  | Weighted-Average Exercise Price |  | Weighted-Average Remaining Exercisable Period (years) |  | Aggregate Intrinsic Value
Exercisable | 747 |  |  | $ | 40.22 |  |  | 3.5 |  | $ | 8.0 |
Other information for the last three years is as follows:
| 2024 |  | 2023 |  | 2022
Total fair value of options vested | $ | — |  |  | $ | 4.6 |  |  | $ | 4.7 |
Total intrinsic value of options exercised | $ | 7.2 |  |  | $ | 0.8 |  |  | $ | 0.5 |
Cash received from exercise of stock options | $ | 49.4 |  |  | $ | 8.1 |  |  | $ | 2.1 |
Tax benefit realized from exercise of stock options | $ | 1.7 |  |  | $ | 0.2 |  |  | $ | 0.1 |
The increase in stock option exercise activity during the current year was attributed to a higher average market price per share of Corporation common stock in 2024. Deferred Compensation The following table details deferred compensation and the affected line item in the Consolidated Balance Sheets where deferred compensation is presented:
| December 28, 2024 |  | December 30, 2023
Current maturities of other long-term obligations | $ | 0.3 |  |  | $ | 0.3 |
Other long-term liabilities | 3.0 |  |  | 2.1 |
Total deferred compensation | $ | 3.3 |  |  | $ | 2.4 |

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