Document

DEF 14A 1 a2022proxystatement.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________________________

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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MillerKnoll, Inc.

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i MillerKnoll, Inc.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

The Annual Meeting of the Shareholders of MillerKnoll, Inc. will be held virtually on Monday, October 17, 2022, beginning promptly at 10:30 am eastern time. You will be able to listen, vote, and submit questions from any remote location that has internet connectivity. There will be no physical location. You may participate online by logging in at www.virtualshareholdermeeting.com/MLKN2022 and entering the 16-digit control number included on your Notice of Internet Availability of the proxy materials, on your proxy card, or on the instructions that accompanied your proxy materials.

Items of Business:

1.To elect three directors, each for a term of three years.

2.To ratify the Audit Committee’s selection of KPMG LLP as MillerKnoll, Inc.’s independent registered public accounting firm for fiscal 2023.

3.To vote, on an advisory basis, to approve the annual compensation of the Named Executive Officers.

4.To transact such other business as may properly come before the meeting or any adjournment thereof.

Shareholders of record at the close of business on August 19, 2022, will be eligible to vote at this year’s Annual Meeting.

We encourage each shareholder to vote at your earliest convenience, by one of the following means:

•Visit www.proxyvote.com

•Call (within the U.S. or Canada) toll-free at 1 800 690 6903

•Sign and return your proxy card.

You may also vote at the meeting online by visiting www.virtualshareholdermeeting.com/MLKN2022 and following the instructions. Regardless of whether you expect to attend the virtual meeting online, please vote your shares in one of the ways listed above.

By Order of the Board of Directors of MillerKnoll, Inc.

Jacqueline H. Rice

General Counsel and Corporate Secretary

September 2, 2022

2022 Proxy Statement ii


TABLE OF CONTENTS

CEO LETTER TO SHAREHOLDERS			*

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS			ii

SOLICITATION OF PROXIES AND VOTING QUESTIONS AND ANSWERS			1

FINANCIAL HIGHLIGHTS FROM FISCAL 2022			5

CORPORATE GOVERNANCE AND BOARD MATTERS			6
Board Governance Guidelines			6
Leadership Structure			6
Director Independence			6
Board Tenure			6
Board Diversity			7
The Board’s Role in Risk Oversight			7
Code of Business Conduct and Ethics			7
Meeting Attendance			8
Communications with the Board			8
Director Nominations			8
Director Compensation			9

BOARD COMMITTEES			11

☑ PROPOSAL 1 - ELECTION OF DIRECTORS			12
Nominees for Election as Directors for Terms to Expire in 2025			13
Directors Whose Terms Expire in 2023			14
Directors Whose Terms Expire in 2024			15

☑ PROPOSAL 2 - RATIFICATION OF AUDIT COMMITTEE’S SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			17

REPORT OF THE AUDIT COMMITTEE			18

☑ PROPOSAL 3 - ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			19

VOTING SECURITIES AND PRINCIPAL SHAREHOLDERS			20

DIRECTOR AND EXECUTIVE OFFICER INFORMATION			21

COMPENSATION DISCUSSION AND ANALYSIS			22

COMPENSATION COMMITTEE REPORT			31

COMPENSATION TABLES			32
Summary Compensation Table			32
Grants of Plan-Based Awards			34
Outstanding Equity Awards at Fiscal Year-End			36
Option Exercises and Stock Vested			37
Nonqualified Deferred Compensation			37
Potential Payments Upon Termination, Death, Disability, Retirement, or Change in Control			38

CEO PAY RATIO			41

EQUITY COMPENSATION PLAN INFORMATION			41

DELINQUENT SECTION 16(A) REPORTS			42

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			42

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES			43

SHAREHOLDER PROPOSALS FOR THE 2023 ANNUAL MEETING			45

OTHER MATTERS			45

iii MillerKnoll, Inc.


	Female	Male	Non-Binary	Did Not Disclose
Part I - Gender Diversity
Directors	5	6	—	—
Part II - Demographics Background
African American or Black	1	1	—	—
Alaskan Native or Native American	—	—	—	—
Asian	—	—	—	—
Hispanic or Latinx	—	—	—	—
Middle Eastern	—	—	—	—
Native Hawaiian or Pacific Island	—	—	—	—
White	4	5	—	—
Two or More Races or Ethnicities	—	—	—	—
LGBTQ+	—	—	—	—


Name	Fees Earned or Paid in Cash ($)(1)	Stock Awards ($)(2)	All Other Compensation ($)	Total ($)
Mary Vermeer Andringa	11,500	218,500	—	230,000
David A. Brandon	122,500	122,500	—	245,000
Douglas D. French	115,000	115,000	—	230,000

John R. Hoke III	122,500	122,500	—	245,000
Lisa A. Kro	125,000	125,000	—	250,000
Heidi J. Manheimer	115,000	115,000	—	230,000
Candace S. Matthews	57,500	172,500	—	230,000
Michael C. Smith	115,000	115,000	—	230,000
Michael R. Smith	57,500	172,500	—	230,000
Michael A. Volkema	175,000	175,000	—	350,000


			The Board of Directors recommends a vote FOR the election of each of the nominees to serve as directors.


Nominees for Election as Directors for Terms to Expire in 2025

Lisa A. Kro, Age 57, Director since 2012

	Principal Occupation(s) During Past Five Years: Chief Financial and Administrative Officer, Ryan Companies since 2019 Co-Founder, Managing Director, Mill City Capital L.P., 2010 to 2018	Other Public Directorships: First Solar, Inc.

	Ms. Kro is the Chief Financial and Administrative Officer at Ryan Companies, a national real estate services company. From 2010 to 2018 she co-founded and was Managing Director at the private equity firm Mill City Capital. From 2004 to 2010, Ms. Kro was the Chief Financial Officer and a Managing Director of Goldner Hawn Johnson & Morrison, also a private equity firm. Prior to joining Goldner Hawn, she was a partner at KPMG LLP, an international public accounting firm. Ms. Kro’s service in auditing, as well as her experience in the finance and capital environments, enable her to contribute to a number of financial and strategic areas of the Company. Her experience on other boards, including serving as the financial expert on the Audit Committee of another publicly traded company, contributes to the oversight of the Company’s financial accounting controls and reporting.





Michael C. Smith, Age 52, Director since 2019

	Principal Occupation(s) During Past Five Years: Co-founder and General Partner, Footwork since 2021 President and Chief Operating Officer, Stitch Fix, Inc., 2019 to 2021 Chief Operating Officer, Stitch Fix, Inc., 2017 - 2018	Other Public Directorships: Big Sky Growth Partners Ulta Beauty, Inc.

	Mr. Smith is the Co-Founder and General Partner of Footwork Venture Capital, an early-stage venture capital firm. He previously served as President, Chief Operating Officer (COO), and interim Chief Financial Officer of Stitch Fix, an online personal styling platform with more than 2.9 million clients. Prior to Stitch Fix, he was COO at Walmart.com, overseeing all operations for a $5 billion division, including one of the most successful multi-channel offerings in the industry. Mr. Smith has been an innovative leader in the digital and fast-paced online consumer sectors for more than 15 years, with leadership positions in eCommerce, operations, customer experience, and finance. He joined Stitch Fix in 2012 and was instrumental in helping to scale the business from a small start-up to the innovative public company it is today. Mr. Smith’s expertise and passion for building smart, efficient, and customer-centric online experiences helps us improve our customer experience initiatives and the growth of our global businesses.

Michael A. Volkema, Age 66, Director since 1995

	Principal Occupation(s) During Past Five Years: Chairman of the Board, MillerKnoll, Inc. since 2000	Other Public Directorships: Wolverine Worldwide, Inc. From December 2005 - May 2021

	Mr. Volkema has been Chairman of the Board of Directors of MillerKnoll, Inc. since 2000, serving as non-executive Chairman since 2004. He also served as CEO and President of the Company from 1995 to 2004. Mr. Volkema has more than 30 years of experience as a senior executive in the home and office furnishings industry. This experience includes corporate leadership, branded marketing, international operations, and public company finance and accounting through audit committee service. Mr. Volkema is a key contributor to the Board based upon his knowledge of the Company’s history and culture, operational experience, board governance knowledge, service on boards of other publicly held companies, and industry experience.


Directors Whose Terms Expire in 2023





Candace S. Matthews, Age 63, Director since 2020

	Principal Occupation(s) During Past Five Years: Chief Reputation Officer, Amway, 2019 to May 2021 Regional President Americas, Amway, 2014 to 2020 Chief Marketing Officer, Amway, 2007 to 2014	Other Public Directorships: Société Bic S.A. AptarGroup, Inc.

	Ms. Matthews is the former Chief Reputation Officer of Amway Corporation, a leading health and wellness company and the world’s largest direct selling channel. Her tenure at Amway includes serving as Regional President Americas from 2014 to 2020 and Chief Marketing Officer from 2007 to 2014. Ms. Matthews has over 20 years of leadership experience across a variety of highly competitive consumer-product industries, including L’Oréal S.A., the Coca-Cola Company, CIBA Vision Corporation, Bausch + Lomb, Procter & Gamble, and General Mills. She currently sits on the Board of Directors of Société Bic S.A., having been appointed in 2017 where she currently sits on the Audit Committee, and was appointed to the Board of Directors of Aptar Group, Inc. in June 2021. Ms. Matthews’ extensive experience in corporate social responsibility, consumer marketing, and brand management brings significant expertise as we continue to accelerate our focus on strategic growth and culture building objectives.

Andi R. Owen, Age 57, Director since 2018

	Principal Occupation(s) During Past Five Years: President and CEO, MillerKnoll, Inc. since 2018 Global President, Banana Republic, 2014 to 2017	Other Public Directorships: Taylor Morrison Home Corp

	Ms. Owen serves as the Company’s President and Chief Executive Officer, since August 2018. Prior to joining the Company, she served a 25-year career at Gap Inc., where she most recently acted as Global President of Banana Republic, leading 11,000 employees in over 600 stores across 27 countries. Ms. Owen is the only member of company management on the Board of Directors. She has developed a diversified skill set that aligns with the strategic direction of MillerKnoll today, ranging from digital and omni-channel transformation to design, development, and supply chain management, making her an important contributor to the Board.

Michael R. Smith, Age 58, Director since 2021

	Principal Occupation(s) During Past Five Years: Executive Vice President and Chief Financial Officer, McCormick & Company, Inc.	Other Public Directorships: None

	Mr. Smith is Executive Vice President and Chief Financial Officer for McCormick & Company, Inc., a publicly-held food company. Over his 30-year career with the company he has served in a variety of financial leadership roles including Senior Vice President Capital Markets and Chief Financial Officer for North America, Chief Financial Officer for EMEA, Vice President Treasury and Investor Relations, and Vice President Finance and Administration for U.S. Consumer Products. Mr. Smith is a certified public accountant and prior to joining McCormick, he began his career at Coopers & Lybrand. Mr. Smith’s financial leadership in areas including strategic planning, cost management, shared services, and acquisitions provide a critical perspective to management and the Board of Directors.


Directors Whose Terms Expire in 2024

David A. Brandon, Age 70, Director since 2011

	Principal Occupation(s) During Past Five Years: Executive Chairman, Domino’s Pizza, Inc. since May 2022 Chairman and CEO, Toys “R” Us, Inc., 2015 to 2018	Other Public Directorships: Domino’s Pizza, Inc. DTE Energy Company

	Mr. Brandon is the former Chairman and Chief Executive Officer of Toys “R” Us, Inc., a retailer of toys and juvenile products. Mr. Brandon joined Toys “R” Us in 2015 and officially left the company in May 2018. On September 18, 2017, Toys “R” Us filed a voluntary petition for relief under the United States Bankruptcy Code in the United States Bankruptcy Court for the Eastern District of Virginia (Richmond Division). Mr. Brandon served as the director of Intercollegiate Athletics at the University of Michigan from 2010 to 2014. Prior to that, he served as Chairman and Chief Executive Officer of Domino’s Pizza, Inc., from 1999 to 2010, and his service as Chairman has continued to the present time. Mr. Brandon’s years of experience as a Chief Executive Officer of several publicly traded companies, his experience in global brand management, and his for-profit and non-profit board service bring unique insights and a valuable perspective to the Board of Directors.





Douglas D. French, Age 68, Director since 2002

	Principal Occupation(s) During Past Five Years: Managing Director, Santé Health Ventures since 2007	Other Public Directorships: None

	Mr. French has served as the founding partner of Santé Health Ventures, an early-stage healthcare venture fund, since 2007. Prior to joining Santé Health Ventures, he served as the President and Chief Executive Officer of Ascension Health, the largest not-for-profit health system in the US. Mr. French has also served as CEO for St. Mary's Medical Center and St. Vincent Health System, both of Midwest Indiana. He has more than three decades of health management experience, including serving as a director for numerous public and private companies. Mr. French’s governance experience, as well as his leadership roles and expertise in the health management industry, provides a valuable resource to management and the Board of Directors.

John R. Hoke III, Age 57, Director since 2005

	Principal Occupation(s) During Past Five Years: Chief Design Officer, Nike, Inc. since 2017 Vice President, Nike Global Design, 2010 to 2017	Other Public Directorships: None

	Since joining Nike, Inc., a marketer of athletic footwear, apparel, equipment, accessories, and services, in 1993, Mr. Hoke has led the communication of Nike’s culture of creativity internally and externally. He is currently the Chief Design Officer of Nike, Inc., having previously served as Vice President of Global Design, inspiring and overseeing an international team of designers. Mr. Hoke has also served as a director to several not-for-profit organizations relating to art and design. Mr. Hoke’s design expertise, both domestically and internationally, including his leadership role in a major, global enterprise, brings an additional, insightful perspective to our Board of Directors.


Directors Whose Terms Expire in 2024 (continued)

























Heidi J. Manheimer, Age 59, Director since 2014

	Principal Occupation(s) During Past Five Years: Executive Chairman, Surratt Cosmetics LLC since 2017 Independent Consultant, 2015 to 2017	Other Public Directorships: None

	Ms. Manheimer is the Executive Chairperson of Surratt Cosmetics LLC, a customizable beauty products and cosmetics company. Ms. Manheimer served as the Chief Executive Officer of Shiseido Cosmetics America, a global leader in skincare and cosmetics, from 2006 to 2015, as President of US Operations from 2002 to 2006, and as Executive Vice President and General Manager from 2000 to 2002. Prior to that, she spent seven years at Barney’s New York and seven years at Bloomingdale’s in the beauty care divisions, rising to senior leadership positions within each company. Ms. Manheimer currently sits on the Board of Directors of Burton Snowboards having been appointed in 2006. For many years, she has served on nonprofit and trade association boards, and she was elected Chairwoman of the Cosmetic Executive Women Foundation in 2014. Ms. Manheimer’s extensive experience as a senior executive in the retail industry, experience with both eCommerce and international business practices, and service as a board member for both profit and nonprofit businesses provide a valuable resource to management and the Board of Directors.


Fiscal Year Ended ($ in millions)	May 28, 2022	May 29, 2021
Audit Fees (1) (2)	6.2	2.5
Audit-Related Fees	—	—
Tax Fees (3)	2.3	0.3
Total	8.5	2.8


Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Common Stock Outstanding
BlackRock, Inc.(1)	8,446,941	11.18	%
55 East 52nd Street
New York, NY 10055
The Vanguard Group, Inc.(2)	7,219,033	9.56	%
100 Vanguard Boulevard
Malvern, PA 19355
Beutel, Goodman & Company Ltd.(3)	5,618,765	7.44	%
20 Eglinton Avenue West #2000
Toronto, ON M4R 1K8, Canada
AllianceBernstein L.P.(4)	4,632,642	6.13	%
1345 Avenue of the Americas
New York, NY 10105


Name	Amount and Nature of Beneficial Ownership(1)	Percent of Class
David A. Brandon(2)	20,131	*
Douglas D. French	15,582	*
John R. Hoke III	36,006	*
Lisa A. Kro	26,228	*
Heidi J. Manheimer	22,756	*
Candace S. Matthews	7,759	*
Andi R. Owen	See Table Below
Michael C. Smith	8,805	*
Michael R. Smith	4,762	*
Michael A. Volkema	138,313	*


Name	Amount and Nature of Beneficial Ownership(1)	Percent of Class
Andi R. Owen	404,191	*
Jeffrey M. Stutz	196,733	*
Christopher M. Baldwin	26,872	*
John P. Michael	17,473	*
Debbie F. Propst	58,612	*
All executive officers and directors as a group (25 persons)(2)	1,369,165	1.81%


What We Do
a			Pay for performance
a			Balance long-term and short-term incentives
a			Benchmark compensation against an appropriate peer group
a			Maintain clawback policy
a			Conduct an annual risk assessment
a			Maintain stock ownership requirements
a			Prohibit hedging and pledging
a			Limit perquisites
a			Engage an independent compensation consultant
a			Hold executive sessions at each committee meeting
What We Do Not Do
x			No gross-ups for excise taxes
x			No “single-trigger” severance
x			No repricing of options
x			No guaranteed compensation
x			No dividends paid on unvested equity


Element	Description	Metrics / Vehicles for Fiscal 2022
Base Salary	Fixed element of cash compensation determined by the external market data, positions at a similar level within the Company, and incumbent experience, performance and scope of responsibilities	—
Annual Incentive	Variable element of cash compensation. NEOs, consistent with other salaried employees, have the opportunity to earn an annual incentive payout pursuant to the Annual Executive Incentive Cash Bonus Plan (AIP) based upon performance against predetermined goals during the fiscal year	Adjusted operating income (AOI)
Long-Term Incentives	Equity-based component of compensation that is denominated in performance share units (PSUs), stock options and restricted share units (RSUs). Long-term incentives encourage long-term strategic thinking and decision-making while also promoting ownership in the Company and alignment with shareholders	PSUs (50% weighting) •40% Revenue •40% AOI •20% Corporate scorecard Stock options (25% weighting) RSUs (25% weighting)
Benefits	We maintain retirement plans along with health insurance plans available to full-time and most part-time employees	—
Other Executive Plans and Perquisites	NEOs and other eligible employees may participate in our deferred compensation plan and our executive long-term disability plan and are allowed to obtain a comprehensive physical at our cost. Additionally, Ms. Owen is provided 35 hours of personal aircraft usage	—


Factor Type			Description
Quantitative			•Company type (publicly traded) •Geographic locations (U.S.-based) •Industry •Financials
Qualitative			•Business dynamics •Key business and/or talent competitor to MillerKnoll •Inclusion in external peer group(s) •Recent financial performance •Geographic revenue mix


Name						Title
Andi R. Owen						President and Chief Executive Officer (CEO)
Jeffrey M. Stutz						Chief Financial Officer (CFO)
Christopher M. Baldwin						Group President, MillerKnoll
John P. Michael						President, Americas Contract
Debbie F. Propst						President, Global Retail


American Woodmark Corporation	La-Z-Boy Incorporated	Steelcase, Inc.
Bed Bath & Beyond Inc.	Leggett & Platt, Incorporated	Tempur Sealy International, Inc.
Floor & Decor Holdings, Inc.	Masonite International Corporation	UFP Industries, Inc.
Fortune Brands Home & Security, Inc.	RH	Wayfair, Inc.
HNI Corporation	Sleep Number Corporation	Williams-Sonoma, Inc.
JELD-WEN Holding, Inc.


Name						Base Salary 2022 ($)(1)
Andi R. Owen						1,100,000
Jeffrey M. Stutz						560,000
Christopher M. Baldwin						561,000
John P. Michael						510,000
Debbie F. Propst						560,000


(Dollars in millions)	AOI Goals ($)			Payout as a % of Target			Actual
Period	Threshold	Target	Maximum	Threshold	Target	Maximum	AOI ($)		Payout(1)
1H 2022	73.9	92.4	162.3	0%	100%	200%	86.9	(2)	70%
2H 2022	48.1	96.1	144.2	0%	100%	200%	105.6		120%


	Target 2022 AIP		Payout as a % of Target			Actual 2022 AIP Payout ($)
Name	% of Salary	Value ($)	1H 2022	2H 2022	Total
Andi R. Owen	125%	1,375,000	70%	120%	95%	1,292,452
Jeffrey M. Stutz	70%	392,000	70%	120%	95%	369,000
Christopher M. Baldwin(1)	70%	166,143	N/A	120%	120%	199,371
John P. Michael	70%	357,000	70%	120%	95%	330,650
Debbie F. Propst	70%	392,000	70%	120%	95%	367,764


Award Types			Weighting for Fiscal 2022
PSUs			50%
Stock Options			25%
RSUs			25%


	Target 2022 LTI			PSUs (#)	Stock Options (#)	RSUs (#)
Name	% of Salary		Value ($)
Andi R. Owen(1)	—		3,550,000	37,345	60,374	18,956
Jeffrey M. Stutz	175%		980,000	10,310	16,667	5,233
Christopher M. Baldwin	135	%	315,600	3,437	5,445	1,710
John P. Michael	175%		892,500	9,390	15,179	4,766
Debbie F. Propst	175%		980,000	10,310	16,667	5,233


American Woodmark Corporation	Kimball International, Inc.	Sleep Number Corporation
Ethan Allen Interiors Inc.	La-Z-Boy, Inc.	Steelcase, Inc.
HNI Corporation	Leggett & Platt, Inc.	Tempur Sealy International, Inc.
Interface, Inc.	Masonite International Corporation	UFP Industries, Inc.
JELD-WEN Holding, Inc.	RH	Williams-Sonoma, Inc.


Program	Change	Rationale
AIP	•Reverted to one-year AOI goals.	•The Committee and management prefer an annual goal to better reflect the Company’s budgeting and planning, including a robust discussion of potential disruptors (e.g. supply chain, commodity costs).
LTIP	•Increased the weighting of the PSU financial metrics from 80% to 90% (45% AOI and 45% revenue). •Reduced the weighting of the PSU nonfinancial metrics from 20% to 10%. •Reduced the number of non-financial metrics from four to two (Employee engagement and diversity, equity, and inclusion). •Grant premium-priced options to the CEO.	•The Committee and management determined to increase the emphasis on long-term financial performance and reduce the impact of these non-financial metrics in our long-term incentive program while continuing to emphasize the importance of, and our commitment to, ESG as part of our mission and operations. •The Committee and management elected to focus our non-financial PSU metrics on quantitative goals that directly impact our people. •The Committee and the Board desired to provide our CEO with a competitive pay opportunity that is aligned with the leadership team but that also creates additional emphasis on growing our share price.


President and Chief Executive Officer			6x base salary
Executive officers with LTIP target equal to or greater than 100% of salary			4x base salary
Certain other direct reports to the CEO			3x base salary


Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)(1)(2)	Option Awards ($)(1)	Non-Equity Incentive Plan Compensation ($)(3)	All Other Compensation ($)(7)	Total ($)
Andi R. Owen	2022	1,084,231	—	1,405,550	866,971	1,292,452	335,634	4,984,838
President and CEO	2021	976,923	—	1,857,025	2,309,253	1,123,462	121,690	6,388,353
	2020	992,308	—	2,749,995	—	789,976	126,185	4,658,464
Jeffrey M. Stutz	2022	553,062	—	384,142	239,338	369,000	54,132	1,599,674
CFO	2021	504,092	—	435,575	599,641	327,660	34,900	1,901,868
	2020	511,084	—	747,908	—