Job Description

HNI Corporation is a global family of brands for the workplace and home dedicated to enhancing the spaces where we live, work, and gather. We pride ourselves on fostering an environment where we make a positive impact on others; upholding our beliefs in integrity, inclusion and belonging.

The Senior Counsel (Securities & Governance) is a senior legal advisor responsible for leading the organization’s compliance with U.S. securities laws, stock exchange listing standards, and corporate governance requirements. This role serves as a trusted partner to executive leadership and the Board of Directors, ensuring high-quality disclosure, strong governance practices, and effective shareholder engagement.

In addition to securities law responsibilities, this role serves as Assistant Corporate Secretary, supporting all Board and committee operations, governance frameworks, and corporate recordkeeping. The position plays a critical role in enabling strategic initiatives, including mergers and acquisitions, while ensuring regulatory compliance and alignment with best-in-class governance practices.

This position is based at our Corporate Headquarters in Muscatine, IA and follows a hybrid work schedule, with employees expected to work onsite Monday through Thursday and remotely on Fridays. Given the collaborative and hands-on nature of the role, regular in-person presence during the week is essential to effectively partner with team members and support business operations.

ESSENTIAL DUTIES & RESPONSIBILITIES

SEC Reporting & Public Disclosure

• Lead the preparation, review, and filing of SEC reports, including Forms 10-K, 10-Q, 8-K, and proxy statements.
• Advise on disclosure requirements under SEC regulations, including Regulation S-K, Regulation S-X, and non-GAAP disclosure rules.
• Partner with Finance and Investor Relations to ensure accurate, consistent, and timely public disclosures.
• Support earnings releases, scripts, investor presentations, and related communications.
• Exercise judgment on materiality and disclosure decisions in a fast-paced, deadline-driven environment.

Corporate Governance & Board Support (Assistant Corporate Secretary)

• Serve as Assistant Corporate Secretary, supporting the Corporate Secretary and Board of Directors.
• Coordinate Board and committee meetings (Audit, Compensation, Governance), including:
  • Agenda development
  • Preparation and review of Board materials
  • Drafting minutes and maintaining official corporate records
• Maintain and update governance documentation, including corporate governance guidelines and committee charters.
• Advise directors and senior management on fiduciary duties, governance trends, and conflict-of-interest matters.

Securities Law Compliance & Internal Controls

• Oversee compliance with securities law requirements, including:
  • Section 16 reporting (Forms 3, 4, 5)
  • Beneficial ownership reporting (Schedules 13D/G)
  • Regulation FD and insider trading policies
• Administer the insider trading compliance program, including pre-clearance processes and employee training.
• Support development and continuous improvement of disclosure controls and procedures.
• Coordinate CEO/CFO certifications and sub-certification processes.
• Serve as a member of the Disclosure Committee.

Stock Exchange Compliance & Governance Standards

• Ensure compliance with New York Stock Exchange (NYSE) listing standards.
• Lead director and committee independence assessments.
• Advise on governance implications of business relationships, including vendor and director overlaps.
• Monitor and implement evolving governance requirements and best practices.

M&A, Strategic Transactions & Integration

• Support mergers, acquisitions, and other strategic transactions, including:
  • Disclosure analysis and SEC filings (e.g., Form S-4)
  • Shareholder approval processes
  • Integration-related governance and disclosure considerations
• Coordinate with external counsel, investment bankers, and advisors.
• Advise leadership on legal and governance risks associated with strategic initiatives.

Shareholder Engagement & Governance Trends

• Support shareholder engagement initiatives, including interactions with proxy advisory firms (e.g., ISS, Glass Lewis).
• Assist in preparing governance updates and materials for the Board and Governance Committee.
• Respond to investor inquiries related to governance, disclosure, and corporate practices.
• Monitor emerging governance trends and advise leadership on implications for the organization.

Cross-Functional Collaboration

• Partner closely with Finance, Investor Relations, Human Resources, and Internal Audit on matters including:
  • Executive compensation disclosure
  • Financial reporting and controls
  • Governance policies and procedures
• Serve as a key liaison between Legal and business stakeholders to ensure alignment on compliance and disclosure matters.

EXPERIENCE

• Juris Doctor (J.D.) from an accredited law school required.
• Active bar membership required.
• 6–12+ years of experience in securities law, corporate governance, or related legal practice.
• Strong experience supporting SEC reporting (10-K, 10-Q, 8-K, proxy statements).
• Experience supporting Board of Directors and committee governance processes.
• Experience in public company environments required.

PREFERRED QUALIFICATIONS

• Experience supporting a NYSE-listed, mid-cap company (manufacturing or industrial preferred).
• Combination of law firm and in-house experience.
• Experience with mergers and acquisitions, integration, and strategic transactions.
• Familiarity with executive compensation disclosure and shareholder activism preparedness.

NECESSARY SKILLS

• Deep knowledge of U.S. securities laws, SEC regulations, and disclosure requirements.
• Strong understanding of corporate governance frameworks and Board operations.
• Familiarity with stock exchange listing requirements and compliance processes.
• Knowledge of disclosure controls, internal controls, and regulatory compliance frameworks.
• Ability to interpret complex legal requirements and translate them into practical business guidance.
• Strong judgment and decision-making related to materiality, disclosure, and governance risk.
• Ability to influence and advise senior executives and Board members.
• Exceptional attention to detail and organizational skills.
• Strong written and verbal communication skills.
• High integrity, discretion, and professionalism in handling sensitive information.
• Business-oriented mindset with the ability to provide practical legal advice.

We look forward to hearing from you!