The Board administers its risk oversight role primarily through its committee structure and the committees'committees’ regular reports to the Board at each quarterly Board meeting. The Board has designated the primary responsibility for overseeing risk management to the Audit Committee.

The Audit Committee meets frequently during the year and discusses with management, including the Corporation'sCorporation’s Vice President, Internal Audit, and the Corporation'sCorporation’s independent registered public accounting firm:

At least annually, the Board discusses with management the appropriate level of risk relative to corporate strategy and business objectives and reviews with management the Corporation'sCorporation’s existing risk management processes, including information security and data protection procedures, and their effectiveness. The Audit Committee also reviews the Corporation'sCorporation’s enterprise risk management process for identification of, and response to, major risks. The Audit Committee provides the Board with a report concerning its risk oversight activities at each quarterly Board meeting. Each key risk identified for the Corporation is referred to the Board or assigned to a committee of the Board for oversight and each committee regularly reports to the Board regarding these risks.

As the COVID-19 pandemic continued in 2021, the Board received frequent updates on its impact to the Corporation’s members, operations, and customers, and reviewed with the Corporation’s management various measures taken to protect members’ health and maintain continuity of business operations and service to customers. Board’s Role in Oversight of Corporate Social Responsibility The Board oversees the Corporation's overallCorporation’s corporate social responsibility (“CSR”) strategy and supportsprogram, which encompass the implementation of the Corporation'sCorporation’s publicly announced environmental, social, and governance (ESG) plan, while specific ESG topics are overseen bygoals to address climate change, reduce waste and energy use, evaluate and reduce use of chemicals impacting the appropriateecosystem, source 100 percent renewable electricity, work with our supply chain to achieve ethical and sustainable material sourcing, and invest in the Corporation’s communities. In addition, the CSR strategy includes a comprehensive diversity, equity, and inclusion program focused on people and organizational development. The Board committee.has delegated to each Board committee responsibility for overseeing elements of the CSR program, and the committees regularly report to the Board regarding these program elements. The Audit Committee is tasked with overseeing required regulatory disclosures, the Compensation Committee is tasked with overseeing diversity, equity, and inclusion and member development efforts, and the Governance Committee is tasked with overseeing all other elements of the Corporation’s CSR program. The Board continues to monitor and evaluate the impact of the Corporation's ESGCorporation’s CSR efforts and strives for continuous improvement and growth of the Corporation'sin social responsibility benchmarks.

As the COVID-19 pandemic has developed, the Board has received frequent updates The Corporation’s commitment to CSR focuses on three elements: respecting its members, reducing its impact, and redefining tomorrow. The Corporation is taking action in these areas through the development of environmental, social, and governance goals and implementation of internal management teams responsible for driving engagement throughout the business.

In establishing and reviewing the Corporation'sCorporation’s executive compensation program and risks related to compensation matters, a senior management team, under the oversight of the Compensation Committee, annually conducts a risk assessment of the Corporation'sCorporation’s compensation policies and practices to ensure they do not encourage excessive risk taking by members which could result in a material adverse effect on the Corporation. Based on this most recent compensation risk assessment, both management and the Compensation Committee believe the risks arising from the Corporation'sCorporation’s compensation policies and practices, as managed, are not reasonably likely to have a material adverse effect on the Corporation.

The Compensation Committee is responsible for developing and implementing the Corporation'sCorporation’s compensation policies and programs for the CEO and other senior executives, as further discussed in the Compensation Discussion and Analysis ("(“CD&A"&A”) which begins on page 1825 of this Proxy Statement.

The Corporation has adopted a written policy for reviewing and approving transactions between the Corporation and its related persons,parties, including executive officers, directors, director nominees, shareholders owning greater than five percent of the Corporation's voting securities, and any affiliates.affiliates of the foregoing. The policy applies to:

The policy does not apply to certain compensation payments approved by the appropriate committee of the Board, transactions available to all other shareholders or members on the same terms, transactions with an entity where the related person'sparty’s interest is only as a director or a less than ten10 percent owner, or transactions in which the rate charged by a related person is determined by competitive bid.

The Corporation's Office of theCorporation’s General Counsel (the "General Counsel") performs the initial review of all transactions subject to the policy. Quarterly, the General Counsel reports to the Audit Committee each known transaction to be considered by the Audit Committee pursuant to the policy, including the proposed aggregate value of each transaction and any other relevant information. After review, the Audit Committee approves, ratifies, or disallows each transaction in accordance with the policy.

The Corporation has a philosophy of direct engagement, open communication, and transparency with our shareholders. Shareholders provide valuable insights into emerging issues and feedback on our performance. In 2020,2021, despite the inability to meetcertain restrictions on meeting shareholders in-person due to the COVID-19 pandemic, members of the Corporation'sCorporation’s senior management met with many shareholders virtually at conferences and through video and audio teleconferences. In addition, the Chairman and CEO and Chief Financial Officer maintain contact with many of our largest shareholders to discuss topics including financial performance, risk management, corporate governance, and environmental and social issues.

Shareholders and other interested parties who wish to communicate with the Board, or any director, should send an email to "BoardOfDirectors@hnicorp.com"BoardofDirectors@hnicorp.com or mail a letter to the Board of Directors, c/o Corporate Secretary, HNI Corporation, 600 East Second Street, Muscatine, Iowa 52761 with a request to forward the communication to the intended recipient. Communications received will be opened by the office of the Corporate Secretary for the sole purpose of determining whether the contents are a message to the Board or any director. Communications not in the nature of advertising or promotions of a product or service will be promptly forwarded to the appropriate party.

Under the Corporate Governance Guidelines, at least three-fourths of the directors must be considered independent under the NYSE rules and applicable law. The Board has adopted categorical independence standards to assist it in making independence determinations regarding its directors.

The Board has determined all of the directors except for the Corporation'sCorporation’s CEO are independent under NYSE rules and applicable law because they have no material relationship with the Corporation that would impair their independence.

The following biographies describe the skills, qualities, attributes, and experience of each director serving on the Board. The Board believes the directors possess the appropriate mix of diversity in terms of gender, age, ethnicity, skills, business experience, service, and viewpoints, and considers the directors, including those directors being nominated for reelection to the Board at the Annual Meeting, to be highly qualified for service due to the variety of factors reflected in each director's biography below.

Under the Equity Plan, non-employee directors may elect to receive all or a portion of their cash retainers in the form of shares of common stock. Under the Directors Deferred Plan, each director has the opportunity to defer up to 100% of their retainers. Amounts can be deferred to a cash account earning interest at a rate set each year at 1% above the prime interest rate or to the Corporation'sCorporation’s notional stock account in the form of nonvoting share units that fluctuate in value based on the price increase or decrease of common stock and earn dividends distributed to all shareholders. The dividends are automatically reinvested for each participant to acquire additional nonvoting share units. For any cash compensation deferred to the Corporation'sCorporation’s notional stock account, the number of nonvoting share units is determined by dividing the amount of the compensation by the fair market value of a share of common stock on the date the compensation would have otherwise been paid. Each director participating in the Directors Deferred Plan elects, on an annual basis, the date or dates of distribution (i.e., a director can elect a lump-sum distribution or distribution via annual installments not to exceed 15) of any amounts they defer. In addition, each non-employee director is eligible to receive awards of stock options to purchase common stock, restricted stock or common stock grants, or any combination thereof, under the Equity Plan in amounts authorized by the Board.

The Corporation does not have a non-equity incentive plan for non-employee directors. As of the Record Date, the Corporation has never issued stock options or restricted stock to the non-employee directors and all shares of common stock issued to directors in lieu of cash retainer amounts were fully vested upon issuance.

The Audit Committee reviewed and discussed the critical audit matters (“CAMs”) addressed in the audit and the relevant financial statement accounts or disclosures that related to each CAM. The Audit Committee received and reviewed the written disclosures and the letter from KPMG required by the PCAOB regarding KPMG'sKPMG’s communications with the Audit Committee concerning independence and discussed with KPMG its independence. The Audit Committee also concluded the provision of non-audit services by KPMG is compatible with maintaining their independence.

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board the consolidated financial statements referred to above be included in the Corporation'sCorporation’s Annual Report on Form 10-K for the year ended January 2, 2021.

Abbie J. Smith, Chair

Larry B. Porcellato

Ronald V. Waters III

The following table sets forth the fees paid byto the Corporation'sCorporation’s independent registered public accounting firm KPMG for fiscal years 2021 and 2020: Fee Category 2021 2020 and 2019:

The Audit Committee is responsible for the negotiation and approval of all audit and non-audit engagement fees, terms and services. The Audit Committee has policies and procedures requiring pre-approval by the Audit Committee of any engagement of our independent registered public accounting firm to perform audit or permissible non-audit services. Between Audit Committee meetings, the Audit Committee may delegate to one or more members of the Audit Committee the authority to pre-approve such services. The delegated member or members must report any such pre-approvals to the Audit Committee at its next scheduled meeting. All services performed by KPMG in 20202021 were pre-approved by the Audit Committee.

For 2020,2021, the base salary for each Named Executive Officer was appropriately indexed from the market median for the relevant position. Actual base salaries may be higher or lower than the market median based on the following factors, which are considered annually by the Compensation Committee (and non-employee directors in the case of the CEO'sCEO’s base salary) when determining changes in base salary:

The Compensation Committee conducts the CEO'sCEO’s annual base salary review at the February Board meeting and all non-employee directors participate with the Compensation Committee in this review. For other executive officers, the Compensation Committee normally approves base salary changes annually at the Board meeting prior to the anniversary date of each officer's appointment.

Based on a combination of performance, personal growth and market factors, the Compensation Committee (and with respect to the CEO'sCEO’s base salary, the non-employee directors) awarded the following base salaries in 2020:

2021: Name 2020 Annual Base Salary ($) 2021 Annual Base Salary ($) Increase ($) Increase (%) Jeffrey D. Lorenger 954,800 988,200 33,400 3.5 Marshall H. Bridges 494,000 513,800 19,800 4.0 Vincent P. Berger 450,700 468,700 18,000 4.0 Steven M. Bradford 440,900 454,100 13,200 3.0 Kurt A. Tjaden 499,530 499,530 0 0.0 The increases awarded to the Named Executive Officers were generally consistent with the average increase for members across the Corporation. The table above does not reflect salary adjustments due to COVID-19.

To provide alignment with strategic business objectives, Named Executive Officers are eligible for annual incentive compensation awards under the Annual Incentive Plan. The Annual Incentive Plan helps focus the Named Executive Officers on both annual financial achievements and individual objectives aligned with the Corporation'sCorporation’s strategic plan.

For 2020,2021, key features of the Annual Incentive Plan were: Award Target as a % of Base Salary Basis of Award Achievement Chairman, President and Chief Executive Officer 115% Achievement of Financial Goals 80% Other Named Executive Officers 75% Attainment of Individual Objectives 20%

The awards are paid in Februarythe first quarter following the year in which they are earned. Termination of employment other than due to death, disability, retirement, or a change in control of the Corporation prior to the end of the year in which an award is earned results in the loss of outstanding awards. Awards are paid in cash unless the executive requests and the Compensation Committee approves taking all or part of the payment in the form of common stock or the Compensation Committee determines the executive'sexecutive’s stock ownership does not reflect appropriate progress toward the executive'sexecutive’s ownership guideline. Given the unique challenges faced by the Corporation in 2020 due to the COVID-19 pandemic, the Board and Compensation Committee elected to apply discretion to determine the award associated with the financial portion of the Annual Incentive Plan for Messrs. Lorenger, Bridges, Bradford, and Tjaden. Mr. Berger's annual incentive was not adjusted due to the superior performance of the Corporation's Residential Building Products segment. Detailed explanation and rationale for the Committee's decision to apply discretion are included in the Financial Performance Goals section of this CD&A. The following table describes adjusted payouts under the Annual Incentive Plan for each Named Executive Officer for 2020:

2021: Name Annual Incentive Compensation Award Target ($) Actual Award Payout Attributable to Financial Goals ($) Actual Award Payout Attributable to Individual Objectives ($) Total Payout ($) Actual Payout as % of Target (%) Jeffrey D. Lorenger 1,136,430 909,144 227,286 1,136,430 100 Marshall H. Bridges 385,350 308,280 77,070 385,350 100 Vincent P. Berger 351,525 340,276 71,008 411,284 117 Steven M. Bradford 340,575 272,460 68,115 340,575 100 Kurt A. Tjaden 374,648 365,656 39,713 405,369 108 Each Named Executive Officer received the 20202021 Annual Incentive Plan award payout in cash.

Financial Performance Goals

The Compensation Committee considers the annual financial plan, approved by the Board in February, to help establish EBIT goals for the Corporation and financial goals for each core business unit. EBIT goals are based on strategic opportunities with consideration of current market conditions (e.g., strength of the housing market, global economy, or corporate earnings) and business opportunities (e.g., launch of new product line or integration of recently acquired business).

Given the unique challenges faced by the Corporation due to the COVID-19 pandemic and the wide range of potential business conditions in 2021, the Board and Compensation Committee elected to bifurcate EBIT goals into two independent periods, first half and second half 2021. First half EBIT goals were set per the usual process at the February Board meeting and second half goals were set at the August Board meeting. Payout ranges are set between 0% and 200% of the EBIT target with an achievement threshold of 35% to receive a minimum payout. Payout levels are expected to be between 80% and 120% of target in most years and average approximately 100% of target over time. The Compensation Committee establishes the target level of EBIT as an aggressive but achievable goal for the Corporation as a whole or any business unit based on economic and competitive conditions at the time goals are established.

Prior to the COVID-19 pandemic, Messrs. Lorenger, Bridges, and Bradford were eligible for awards based on the financial performance of the Corporation while Messrs. Berger and Tjaden were eligible for awards based on the financial performance of each executive's individual area of responsibility (one or more business units). These

For 2020, thegoals. 2021 First Half Second Half EBIT goal for the Corporation was $161.3$17.9 million and$99.6 million Actual EBIT achievement $48.6 million $52.1 million Goal setting assumptions and considerations • Weak Workplace Furnishings demand environment due to continued impact of COVID-19 on global office utilization. • Strong Residential Building Products demand. • Negative impacts from input cost inflation, return of costs removed by temporary actions taken in 2020, and additional investment costs. • Historically lower first half profitability. • Continued strong Residential Building Products volume growth. • Improving Workplace Furnishings demand constrained by labor availability and supply chain capacity which was $105.9 million, resulting in 0% of target payout. The Board and Compensation Committee weighed many factors and decided, as permitted by the terms of the Annual Incentive Plan in recognition of unusual events,expected to apply positive discretion to the financial component of Messrs. Lorenger, Bridges, Bradford, and Tjaden's annual incentive compensation award to allow for a 60% of target payout on that portion of the award. Specifically, the Board and Compensation Committee considered the following when applying discretion:

Each Named Executive Officer'sOfficer’s individual objectives are based on broad strategic objectives of the Corporation or one or more operating units and are defined and measured within the year. The non-employee directors annually review and approve the CEO'sCEO’s individual objectives. The CEO annually reviews and approves the individual objectives of each other Named Executive Officer.

In 2020,2021, Messrs. Lorenger, Bridges, and Bradford'sBradford’s individual objectives were based on the organic sales growth targetsprogress of the CorporationCorporation's diversity, equity, and inclusion initiatives focused on building an inclusive workplace and on the success of the Corporation'sCorporation’s digital initiative.initiatives focused on growing revenue, meeting evolving customer needs, and enabling dealer/partners. Mr. Berger's individual objectives were based on organic sales growth targetsthe progress of the Corporation’s diversity, equity, and inclusion initiatives focused on building an inclusive workplace and on increasing the investment level in Residential Building Products to build organizational capabilities and on the success of the Corporation's digital initiative.accelerate growth. Mr. Tjaden'sTjaden’s individual objectives were based on the organic sales growth targets of the Corporation's Lamex and HNI Global operating units.

unit and on the success of product development initiatives. At year-end, the CEO evaluates Named Executive Officers'Officers’ performance against their individual objectives and recommends an achievement percentage for Compensation Committee approval. Achievement percentages for individual objectives range from 0% to 125%. The non-employee directors, after reviewing the CEO'sCEO’s self-evaluation, determine the achievement percentage of the CEO's individual objectives.

The Compensation Committee and the CEO (and with respect to the CEO, the non-employee directors) determined the Named Executive Officers delivered results on the stated goals resulting in attainment of individual objectives from 0%53%

Through their leadership and strategic actions, long-term incentive participants have the ability to significantly impact the Corporation'sCorporation’s long-term performance. Long-term incentive compensation, in the form of Performance Share Units (PSUs) and Restricted Stock Units (RSUs), is designed to focus executives on long-term value creation for shareholders measured by objective financial performance metrics and long-term stock price appreciation, and to incent executives to remain with the Corporation. Long-term incentive compensation is provided through the annual equity grants to select executives, including all Named Executive Officers, under the Corporation'sCorporation’s 2017 Stock-Based Compensation Plan (through May 2021) and 2021 Stock-Based Compensation Plan (the "Stock Plan"“Stock Plan”).

These two types of long-term incentive vehicles provide a balance between emphasizing financial performance (PSUs) and stock price performance (RSUs). The Compensation Committee and the Board annually evaluate and approve the participants' target awards to ensure alignment with the Corporation'sCorporation’s compensation philosophy. Annual grants typically occur at the February Board meeting. TheThroughout the year, the Board also may occasionally grant equity awards throughout the year for a new hire, a significant promotion, or other special circumstances.

Each Named Executive Officer participates in the Corporation'sCorporation’s Profit-Sharing Retirement Plan (the "Retirement Plan"“Retirement Plan”), a defined contribution plan generally available to all members. Members are eligible to make voluntary contributions immediately upon hire. One year of service is typically required to be eligible for employer contributions. Each Named Executive Officer is eligible for employer contributions. These contributions are reflected in the "All“All Other Compensation"Compensation” column of the Summary Compensation Table.

Each Named Executive Officer is eligible for distributions under the Corporation'sCorporation’s cash profit-sharing program. Cash profit-sharing is paid based on the profitability of a member's operating unit. Members are generally eligible to participate after completion of one year of continuous service. Cash profit-sharing amounts paid to the Named Executive Officers are reflected in the "Bonus"“Bonus” column of the Summary Compensation Table.

Messrs. Lorenger, Bridges, Berger, Bradford, and Tjaden have Each Named Executive Officer has a Change In Control Employment Agreements ("Agreement (“CIC Agreement"Agreement”) with the Corporation. Upon a change in control, retirement, death or disability, certain awards granted under the Annual Incentive Plan, the Long-Term Performance Plan and the Stock Plan also vest or are payable pursuant to their terms and are not conditioned on a termination of employment. See "Potential“Potential Payments Upon Termination or Change in Control"Control” for a discussion of these items.

Consistent with its longstanding culture, the Corporation does not provide executives with any special or unique perquisites, such as company cars or club memberships. Relocation assistance is provided to executives under a relocation program broadly available for members transferred within the Corporation and newly-hirednewly hired professional members. Executives participate in the same health, retirement, profit-sharing, disability and life insurance programs and member stock purchase plan as other members.

The Board has adopted an Executive Stock Ownership Guideline based on the belief key executives should have a significant ownership interest in the Corporation'sCorporation’s stock. Under the Executive Stock Ownership Guideline, ownership levels are provided for executives to acquire and hold a recommended ownership interest in the Corporation's stock based on their position and compensation level. The guideline is intended to align the interests of key executives with shareholder interests. The Executive Stock Ownership Guideline levels in effect for 20202021 are shown below:

Messrs. Lorenger, Bridges, Berger, Bradford, and Tjaden haveEach Named Executive Officer has a CIC AgreementsAgreement with the Corporation. The CIC Agreements are designed to assure continuity of executive management during a threatened takeover and ensure executive management can objectively evaluate any CIC proposal and act in the best interests of shareholders. The CIC Agreements are part of a competitive compensation package to attract and retain top-quality executives.

Under the CIC Agreements, executives are eligible for severance benefits in the event there is a "double“double trigger;"” meaning both a CIC of the Corporation and termination of employment (if termination was by the executive for good reason or by the Corporation for any reason other than cause or disability). The termination must occur (i) during the two-years following a CIC or (ii) prior to the CIC where the executive'sexecutive’s termination is directly related to the CIC. The benefits include:

In exchange for the CIC severance benefits, each executive is subject to confidentiality and non-competition provisions for one year from the date of termination.

The CIC Agreement defines a CIC as having occurred:

Cause is defined as acts of dishonesty resulting in substantial personal enrichment at the Corporation'sCorporation’s expense or repeated willful or deliberate violations of obligations under the CIC Agreement resulting in material injury to the Corporation.

Good reason is defined as:

In 2016, the Corporation adopted a new form of CIC Agreement that excludes obligations of the Corporation to "gross-up"“gross- up” an executive'sexecutive’s compensation for any excise tax, for any federal, state, and local income taxes applicable to the excise tax "gross-up"“gross-up”, and for tax penalties and interest imposed on "excess“excess parachute payments"payments” (i.e., excess severance or CIC payments), as defined in Section 280G of the Internal Revenue Code. As of November 8, 2018, all executives with CIC Agreements have transitioned to the new form which excludes the excise tax gross-up.

In the event of a CIC, the Compensation Committee would review information pertaining to compensation payable to the Named Executive Officers.

Under the Stock Plan, upon a CIC, vesting is accelerated for each outstanding RSU, PSU, and stock option. Under both the Annual Incentive Plan and the Long-Term Performance Plan, the Board values each outstanding award prior to the effective date of a CIC and the values are payable within 30 days of a CIC. The payments occurring on or after a CIC are not conditioned on termination of employment.

The following tables quantify compensation payable to the Named Executive Officers upon a CIC. The tables include only compensation items not available to all salaried members and assume the event occurred on December 31, 2020.

Upon retirement at age 65, or afterat age 55 with ten years of service, all outstanding Annual Incentive Plan, Long-Term Performance Plan, PSUs, and stock options immediately vest and are prorated based on length of service during the performance period, while RSUs continue to vest according to their regular schedule. Upon disability or death, all outstanding Annual Incentive Plan, Long-Term Performance Plan, stock option, RSU, and PSU awards immediately vest. Option holders who terminate employment due to disability may exercise stock options, which fully vest as of the date of disability, until the earlier of the expiration date of the stock option or the second anniversary of the date of disability. The representatives of option holders whose employment is terminated due to death may exercise stock options, which shall fully vest as of the date of death, until the earlier of the expiration date of the stock option or the second anniversary of the date of death. Option holders who terminate employment due to retirement may exercise stock options, which shall fully vest as of the date of retirement, until the expiration of the stock option.

In the event of a termination of employment not due to a CIC event, retirement, death or disability, the Named Executive Officers receive only those benefits available to all members. The Named Executive Officers may exercise stock options which are vested as of the date of termination until the earlier of the expiration of the stock option or 180 days following the date of termination.

For purposes of the compensation ratio calculation, and in accordance with the CorporationSEC’s disclosure rules, we utilized the same median member identified the "median member" based on its worldwide workforce, without regard to location,in 2020 for our 2021 compensation ratio calculation disclosures. We do not believe there were changes in our member population or compensation arrangements or employment status (full-time versus part-time). Asthat would significantly impact our compensation ratio disclosure. For a detailed description of October 1, 2020, thehow we identified our median member, population was distributed as follows (all numbers approximate):

Accordingly,refer to identify the median annual compensation of members, as well as to determineour 2021 proxy statement. For the annual total compensation of the “median member”member,” we identified and calculated the CEO, the following methodology was used: