DEF 14A of La-Z-Boy Inc, Jul 19, 2023

DEF 14A of La-Z-Boy Inc

Filed Jul 19, 2023 · FY20230000057131-23-000106

Open on EDGAR

  1. Director Nominees

    Director Nominees

  2. Director Nominees

    | Nominee | | Independent | Director Since | Primary (or Former) Occupation | Committees | | | | Erika L. Alexander | | • | 2021 | Chief Global Officer, Global Operations, Marriott International, Inc. | | | N | | Sarah M. Gallagher | | • | 2016 | Former President, Ralph Lauren North America e-Commerce | | C | | | James P. Hackett | | • | 2021 | Former President and CEO, Ford Motor Company | | | | | Raza S. Haider | | • | 2023 | Chief Product and Supply Chain Officer, Bose Corporation | | | N | | Janet E. Kerr | | • | 2009 | Vice Chancellor and Professor Emeritus, Pepperdine University | | | N | | Mark S. LaVigne | | • | 2023 | President and CEO, Energizer Holdings, Inc. | A | | | | Michael T. Lawton* | | • | 2013 | Former Executive Vice President & CFO, Domino's Pizza, Inc. | A | C | | | Rebecca L. O'Grady | | • | 2019 | Former CMO International Marketing, e-Commerce & Consumer Insights, General Mills | | | | | Lauren B. Peters | | • | 2016 | Former Executive Vice President & CFO, Foot Locker, Inc. | | | | | Melinda D. Whittington | | | 2021 | Our President and CEO | | | | | A | Audit | | | Committee Chair | | | | | C | Compensation and Talent Oversight | | * | Chair of the Board | | | | | N | Nominating and Governance | | | | | | |

  3. Director Nominees

    | 2 | La-Z-Boy Incorporated |

  4. Proposal 1: Election of Directors

    Proposal 1: Election of Directors The Board of Directors has nominated ten director nominees to serve an annual term that will expire at the following annual meeting of shareholders. Each director will hold office until their successor has been elected and qualified or until the director’s earlier resignation or removal. Our Board currently has eleven directors and one of our current directors, Alan McCollough, will retire from the Board as of the Annual Meeting, consistent with the policy on director retirement age in our Corporate Governance Guidelines. The size of the Board will be ten directors effective as of the Annual Meeting. Proxies cannot be voted for a greater number of persons than the nominees named. The Board has determined, upon the recommendation of the Nominating and Governance Committee, to nominate the remaining current ten directors for election at the Annual Meeting. In addition, the Board remains committed to seeking additional expertise and fresh perspective to advance our strategy. The ten director nominees are:

  5. Proposal 1: Election of Directors

    | Erika L. Alexander | Raza S. Haider | Michael T. Lawton | Melinda D. Whittington | | Sarah M. Gallagher | Janet E. Kerr | Rebecca L. O'Grady | | | James P. Hackett | Mark S. LaVigne | Lauren B. Peters | |

  6. Proposal 1: Election of Directors

    Each director nominee has consented to being named in this Proxy Statement and has agreed to serve if elected. Mr. LaVigne, who was elected as a director by our Board on February 28, 2023, and Mr. Haider, who was elected as a director by our Board on June 27, 2023, were each identified as a potential director candidate by a third party search firm. The third party search firm was engaged to identify possible candidates who met the Board’s qualifications and to screen such candidates. Mr. LaVigne and Mr. Haider were each reviewed as a director candidate by our Nominating and Governance Committee, which recommended their election to the Board. If a director nominee is unable to stand for election, the Board may either reduce the number of directors to be elected or select a substitute nominee. If a substitute nominee is selected, the proxy holders may vote shares subject to proxies for the substitute nominee. In accordance with Michigan law and our bylaws, directors will be elected at the meeting by a plurality of votes cast from among those persons duly nominated, with separate balloting for each of the ten positions. The director nominees who receive the highest through the tenth highest number of votes will be elected, regardless of any votes that are not cast for the election of those nominees, including broker non-votes and withholding of authority. Under our Corporate Governance Guidelines, however, any director who does not receive a majority of the votes cast in an uncontested election must submit their resignation promptly following certification of the vote. Within 90 days following certification of the vote, the Board of Directors, excluding the director failing to receive a majority of the votes cast, will decide whether to accept the offered resignation and the company will promptly publicly disclose the Board’s decision. Any vacancy created by acceptance of an offered resignation could then be filled by the Board pursuant to our bylaws.

  7. Proposal 1: Election of Directors

    | • | THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH OF THE TEN DIRECTOR NOMINEES NAMED IN THIS PROXY STATEMENT. |

  8. Proposal 1: Election of Directors

    | 8 | La-Z-Boy Incorporated |

  9. Director Nominee Qualifications

    Director Nominee Qualifications The Board of Directors, acting through its Nominating and Governance Committee, seeks directors who collectively possess the experience, skills, backgrounds, and other qualifications necessary to effectively oversee our company in our current and evolving business circumstances. The Nominating and Governance Committee seeks directors with established records of significant accomplishments in business and areas relevant to our business strategies. In determining the slate of director nominees, the committee reviews the Board’s size and the experience, skills and other qualifications of our current directors and director nominees.

  10. Director Nominee Qualifications

    | Experience, Skills & Qualifications | | How These Fit the Characteristics of Our Business | How These Align with Our Century Vision Strategy | | | Leadership Experience | We believe that directors with executive leadership experience, derived from their service as executives and entrepreneurs, provide valuable insights. They have an established record of leadership and a practical understanding of complex organizations, strategy development in a rapidly changing business environment, effective risk management, and ways to maintain top-level industry performance and drive growth. | All strategic pillars | | | Public Company Board Experience | La-Z-Boy is committed to the highest standards of corporate governance and ethical business conduct. We believe that directors who serve on the boards of other publicly-traded companies have a well-developed understanding of corporate governance and compliance best practices. They also share insights on enhancing board effectiveness, maintaining board independence, and driving meaningful succession planning. | All strategic pillars | | | Finance | La-Z-Boy’s reputation and success are partly dependent on accurate financial reporting and robust financial oversight. Therefore, we seek to have directors who qualify as audit committee financial experts (as defined by SEC rules) and who are financially literate. We also seek directors with mergers and acquisitions experience to support our growth strategy. | All strategic pillars | | | Technology and Digital | Directors who understand digital technology, enabled e-commerce platforms, and data analytics provide critical insight as we apply new technologies and analysis to transform our business operations and enhance our customer experience. In addition, our directors’ cybersecurity experience is important to our Board’s risk management responsibilities. Experience or expertise in information technology helps us pursue and achieve our business objectives. | All strategic pillars | | | Global Perspective | As one of the world’s leading residential furniture producers with international manufacturing and sales operations, our future success depends, in part, on how well we manage and grow our businesses outside the United States. Directors with global business or international experience provide valued perspectives on our operations. | Expand La-Z-Boy Brand Reach, Profitably Grow Joybird Brand & Enhance Enterprise Capabilities - Agile Supply Chain | | | Sourcing/Manufacturing | In our highly-competitive industry, innovation and continuous improvement in sourcing and manufacturing are key competitive advantages. Having directors who can bring insights from other industries and companies is fundamental to our success. | Enhance Enterprise Capabilities - Agile Supply Chain | | | Consumer Marketing | Directors with knowledge of consumer goods markets and marketing provide crucial insights as we maintain and enhance our brand, develop new and existing markets, and implement our growth strategies. | Expand La-Z-Boy Brand Reach & Profitably Grow Joybird Brand |

  11. Director Nominee Qualifications

    | 2023 Proxy Statement | 9 |

  12. Director Nominee Qualifications

    | | Retail | Directors who understand retail operations and services, including traditional and e-commerce market channels, help us to better understand our markets and the needs of our retail customers. | Meet consumers where they want to shop & Expand the La-Z-Boy Furniture Galleries Network | | | Human Capital Management | Talent management is important at all levels of our company, but it is particularly critical with respect to succession planning for senior executives. Having directors with human capital management and talent management experience is important to ensure smooth transitions and appropriate succession planning, as well as to foster a productive and safe working environment. This expertise also covers risks and opportunities associated with corporate culture, diversity and inclusion, and employee engagement, all areas that are drivers of long-term shareholder value. | Enhance Enterprise Capabilities - People First Employee Experience | | | Risk Management | Directors with risk management experience provide critical insights as the Board oversees the company's enterprise risk management processes and the major risks facing the company. | All strategic pillars |

  13. Director Nominee Qualifications

    The following chart summarizes each director nominee’s key experience, skills, and other qualifications.

  14. Director Nominee Qualifications

    | Experience/Skills/Qualifications | | Erika Alexander | Sarah Gallagher | James Hackett | Raza Haider | Janet Kerr | Mark LaVigne | Michael Lawton | Rebecca O’Grady | Lauren Peters | Melinda Whittington | | | Leadership Experience | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | | Public Company Board Experience | | ● | ● | | ● | ● | ● | | ● | ● | | | Finance | | | ● | ● | ● | ● | ● | ● | ● | ● | | | Technology and Digital | ● | ● | ● | ● | ● | ● | ● | | ● | ● | | | Global Perspective | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | | Sourcing/Manufacturing | ● | ● | ● | ● | | ● | ● | ● | | ● | | | Consumer Marketing | ● | ● | | ● | ● | ● | ● | ● | ● | ● | | | Retail | ● | ● | | ● | ● | | ● | ● | ● | ● | | | Human Capital Management | ● | ● | ● | ● | | ● | ● | ● | ● | ● | | | Risk Management | ● | | ● | ● | ● | ● | ● | ● | ● | ● |

  15. Director Nominee Qualifications

    | 10 | La-Z-Boy Incorporated |

  16. Board Composition and Director Selection

    Board Composition and Director Selection Our Nominating and Governance Committee is responsible for recommending to the Board director candidates to fill current and anticipated Board vacancies. The committee identifies and evaluates potential candidates from recommendations from the committee’s own members, referrals from other Board members, management, shareholders, or other outside sources, including professional recruiting firms. Shareholders may recommend director nominees for election at an annual meeting of shareholders pursuant to the process set forth in our Corporate Governance Guidelines. All such recommendations by shareholders will be evaluated by the Nominating and Governance Committee. Shareholders may also directly nominate candidates for election as directors pursuant to the provisions of our bylaws, as described more fully on page 69 of this Proxy Statement. In evaluating proposed candidates, the committee may review their resumes, obtain references, and conduct personal interviews. When evaluating director candidates, the Nominating and Governance Committee considers, among other factors, the Board’s current and future needs for specific skills and the candidate’s integrity, independence, leadership, substantial accomplishments, ethical reputation, ability to exercise sound judgment and provide insightful counsel to management, and ability to make the appropriate time commitment to the Board. Although we do not have a formal diversity policy, as stated in our Corporate Governance Guidelines, the Board believes that diversity helps to create a high-functioning Board. The Board strives to ensure that it reflects a diverse mix of relevant characteristics, including gender, race, ethnicity, culture, experience, expertise, skills, backgrounds and other characteristics, to address the company’s evolving needs, as reflected by our ten director nominees:

  17. Board Composition and Director Selection

    | | Erika Alexander | Sarah Gallagher | James Hackett | Raza Haider | Janet Kerr | Mark LaVigne | Michael Lawton | Rebecca O’Grady | Lauren Peters | Melinda Whittington | | Tenure | | | | | | | | | | | | Approx. Years on Board (as of Annual Meeting) | 2 | 7 | 2.5 | <1 | 14.5 | <1 | 10 | 4 | 7 | 2 | | Gender | | | | | | | | | | | | Female | • | • | | | • | | | • | • | • | | Male | | | • | • | | • | • | | | | | Race/Ethnicity | | | | | | | | | | | | Black or African American | • | | | | | | | | | | | Asian | | | | • | | | | | | | | White | | • | • | | • | • | • | • | • | • |

  18. Board Composition and Director Selection

    | 2023 Proxy Statement | 11 |

  19. Director Nominees

    Director Nominees Set forth below is certain information concerning our director nominees. Unless otherwise indicated, the principal occupation of each director nominee has been the same for at least five years. Ages shown are as of the date of the 2023 Annual Meeting.

  20. Director Nominees

    | Erika L. Alexander | | | | | | | | | | Age: 56 Director since: 2021 Committee Membership: Nominating and Governance | Executive Roles: •Chief Global Officer, Global Operations of Marriott International, Inc., a company that operates and franchises hotels and licenses vacation ownership resorts globally (January 2021 – present) •Chief Lodging Services Officer, The Americas of Marriott International, Inc. (July 2015 – December 2020) •Held various other senior leadership roles with Marriott International, Inc., including for several of Marriott's largest brands •Associate member of the Inclusion and Social Impact Committee of the Marriott International, Inc. board of directors (2020 – present) Other Leadership Roles: •Executive committee member of the board of directors of Metro Atlanta Chamber of Commerce Key Qualifications and Board Impact: •Ms. Alexander's deep global operational experience, sustainability and human capital management expertise, and keen understanding of brands, the consumer and the dynamics associated with their ever-evolving needs qualify her to serve on our Board. •As a Chief Global Officer with responsibility for sustainability operations and climate strategy, Ms. Alexander offers valuable experience and insights in the Board's oversight of sustainability. | | | | | | | | | | | Leadership Experience | | Technology and Digital | | Global Perspective | | Sourcing/ Manufacturing | | | | Consumer Marketing | | Retail | | Human Capital Management | | Risk Management |

  21. Director Nominees

    | 12 | La-Z-Boy Incorporated |

  22. Director Nominees

    | Sarah M. Gallagher | | | | | | | | | | Age: 71 Director since: 2016 Committee Membership: Compensation and Talent Oversight | Executive Roles: •Former executive Chairperson of Rebecca Taylor, a women’s apparel division of Kellwood Company (August 2014 – August 2015) •Former President of Ralph Lauren North America e-Commerce, a subsidiary of a lifestyle brand (2007 – 2013) •Former President of Ralph Lauren Media LLC, a subsidiary of a lifestyle brand (2001 – 2007) •Formerly held Senior Vice President roles at Banana Republic Direct and Gap Direct (divisions of Gap, Inc., an international retailer of clothing, accessories and personal care products) (1997 – 2001) •Formerly held senior executive positions at various retailers including Avon Products, Inc. (a direct seller of beauty and related products), Victoria’s Secret Catalogue (a retailer of women’s lingerie and beauty products), and Lord & Taylor (a retail department store chain) Public Boards: •Other Public Company Boards: Abercrombie & Fitch Co., a specialty retailer with a portfolio of global lifestyle brands including Abercrombie & Fitch, abercrombie kids, Hollister, and Gilly Hicks (since 2014) Other Leadership Roles: •Member of the advisory board of ActionIQ, Inc. (a customer data platform service provider) since September 2018 •Executive Advisor of FitforCommerce (retail consultants) since August 2016 Key Qualifications and Board Impact: •Ms. Gallagher’s extensive retail experience with consumer-focused and fashion-oriented brands and over 50 years of experience in consumer-facing retail with 15 years of leadership in e-commerce retail qualify her to serve on our Board. •As a former senior executive who led cross-functional teams at several Fortune 500 retailers, Ms. Gallagher provides valuable experience and insights in the Board's oversight of the company's omni-channel and retail growth strategy. | | | | | | | | | | | Leadership Experience | | Public Company Board Experience | | Technology and Digital | | Global Perspective | | | | Sourcing/ Manufacturing | | Consumer Marketing | | Retail | | Human Capital Management |

  23. Director Nominees

    | 2023 Proxy Statement | 13 |

  24. Director Nominees

    | James P. Hackett | | | | | | | | | | Age: 68 Director since: 2021 Committee Membership: Nominating and Governance (Chair) | Executive Roles: •Former President and Chief Executive Officer (2017 – 2020) and Special Advisor (2020 – March 2021) of Ford Motor Company, an automotive manufacturer •Former Chairman of Ford Smart Mobility LLC, an emerging mobility services subsidiary of Ford Motor Company (2016 – 2017) •Former interim Athletic Director of the University of Michigan (2014 – 2016) •Former President and Chief Executive Officer of Steelcase Inc., an office furniture company (1994 – 2014) Public Boards: •Previous Public Company Boards (Past Five Years): Ford Motor Company, an automotive manufacturer (2013 – 2016, 2017 – 2020) Other Leadership Roles: •Member of the board of directors of State Farm Mutual Automobile Company, a mutual insurance company (since March 2021) Key Qualifications and Board Impact: •Mr. Hackett's long track record of innovative leadership as the former chief executive officer of two public companies with his focus on the evolving needs of consumers in multiple industries, demonstrated by his leadership on smart vehicle technology and the shift to the open office space environment, qualify Mr. Hackett to serve on our Board. •With over 30 years of experience in the office furniture industry, Mr. Hackett provides valuable experience and insights on industry and competitive trends and in the Board's oversight of the company's consumer-led innovation strategy. | | | | | | | | | | | Leadership Experience | | Public Company Board Experience | | Finance | | Technology and Digital | | | | Global Perspective | | Sourcing/ Manufacturing | | Human Capital Management | | Risk Management |

  25. Director Nominees

    | 14 | La-Z-Boy Incorporated |

  26. Director Nominees

    | Raza S. Haider | | | | | | | | | | Age: 46 Director since: 2023 Committee Membership: Nominating and Governance | Executive Roles: •Chief Product and Supply Chain Officer of Bose Corporation, a global leader in audio systems (2023 – present) •Chief Product Officer of Bose Corporation (2022 – 2023) •Senior Vice President – Dell Consumer Products of Dell Technologies Inc. (2018 – 2022) •Formerly held other senior executive positions at Dell Technologies Inc. (2013 – 2018) •Former Engagement Manager, McKinsey & Company, Inc. (2006 – 2012) Key Qualifications and Board Impact: •Mr. Haider's extensive technology, digital, and operational experience and his deep understanding of consumer needs and consumer-centric innovation qualify him to serve on our Board. •Mr. Haider is a proven technology leader who has guided product-driven digital transformations at multibillion dollar companies in the consumer technology industry. Given his product and supply chain expertise, he offers valuable experience and insight in the Board's oversight of the company's growth strategy, innovation strategy, and operational efficiency and resiliency. | | | | | | | | | | | Leadership Experience | | Finance | | Technology and Digital | | Global Perspective | | | | Sourcing/ Manufacturing | | Consumer Marketing | | Retail | | Human Capital Management | | | | Risk Management | | | | | | |

  27. Director Nominees

    | 2023 Proxy Statement | 15 |

  28. Director Nominees

    | Janet E. Kerr | | | | | | | | | | Age: 69 Director since: 2009 Committee Membership: Nominating and Governance | Executive Roles: •Vice Chancellor, Pepperdine University since 2016 •Former strategic adviser to Bloomberg BNA (2014 – 2015) after its acquisition of her technology company •Professor (1983 – 2013) and Professor Emeritus (since 2013) of the Pepperdine University School of Law •Co-founder and former chief strategy officer of Exemplify, Inc., a technology knowledge management company, until its acquisition by Bloomberg BNA in 2014 •Founder and former executive director of the Palmer Center for Entrepreneurship and the Law at Pepperdine Law School •First holder of Laure Sudreau-Rippe Endowed Chair at Pepperdine University School of Law •A nationally recognized author, lecturer and consultant in the area of securities law compliance, environmental, social and governance issues, banking law, corporate governance, and general corporate law •Co-founder (with HRL Laboratories, LLC) of X-Laboratories, a technology company, and founder or co-founder of several other technology companies •Ms. Kerr has earned the CERT Certificate in Cybersecurity Oversight from the Carnegie Mellon University Software Engineering Institute, the Certificate from the University of Cambridge program in Disruptive Technologies, and the Certificate in Artificial Intelligence from MIT. Public Boards: •Other Public Company Boards: AppFolio, Inc., provider of cloud-based business management software (since 2015); Tilly’s, Inc., a retailer of apparel, footwear and accessories (since 2011) •Previous Public Company Boards (Past Five Years): Fidelity National Financial, Inc., a title insurance provider (2016 – 2018) Key Qualifications and Board Impact: •Ms. Kerr’s service on public and private company boards and her skills and experience in the practice of law and corporate governance qualify her to serve on our Board. •As a founder or co-founder of multiple technology companies and with her certifications in cybersecurity and technology, Ms. Kerr provides valuable experience and insights in the Board's effective oversight of our cybersecurity risks. | | | | | | | | | | | Leadership Experience | | Public Company Board Experience | | Finance | | Technology and Digital | | | | Global Perspective | | Consumer Marketing | | Retail | | Risk Management |

  29. Director Nominees

    | 16 | La-Z-Boy Incorporated |

  30. Director Nominees

    | Mark S. LaVigne | | | | | | | | | | Age: 52 Director since: 2023 Committee Membership: Audit | Executive Roles: •President and Chief Executive Officer of Energizer Holdings, Inc., a manufacturer of primary batteries, auto care and portable lighting products (2021 – present) •Formerly held senior executive positions at Energizer Holdings, Inc.: •President and Chief Operating Officer (2019 – 2020) •Executive Vice President and Chief Operating Officer (2015 – 2019) •Formerly served as Vice President, General Counsel and Secretary of the former parent company of Energizer Holdings, Inc. (2012 – 2015) •Formerly practiced law as a partner at Bryan Cave LLP (2007 – 2010) Public Boards: •Other Public Company Boards: Energizer Holdings, Inc., a manufacturer and marketer of primary batteries, auto care and portable lighting products (since 2021) Key Qualifications and Board Impact: •Mr. LaVigne’s experience as CEO of a public company that manufactures and markets a portfolio of iconic consumer brands, along with his experience on a public company board, qualifies him to serve on our Board. With his operational leadership and legal background, Mr. Lavigne also has extensive experience with risk management and oversight. •With his leadership of digital transformation initiatives across a global enterprise and extensive experience in the e-commerce channel, Mr. LaVigne also provides valuable experience and insights in the Board’s oversight of the company’s technology and digital strategy. | | | | | | | | | | | Leadership Experience | | Public Company Board Experience | | Finance | | Technology and Digital | | | | Global Perspective | | Sourcing/ Manufacturing | | Consumer Marketing | | Human Capital Management | | | | Risk Management | | | | | | |

  31. Director Nominees

    | 2023 Proxy Statement | 17 |

  32. Director Nominees

    | Michael T. Lawton | | | | | | | | | | Age: 64 Director since: 2013 Chair of the Board Committee Membership: Audit Compensation and Talent Oversight | Executive Roles: •Former Executive Vice President and Chief Financial Officer of Domino’s Pizza, Inc., a pizza restaurant chain (2010 – 2015) •Formerly held senior executive positions at Domino’s Pizza, Inc.: •Executive Vice President, Supply Chain Services (2014 – 2015) •Interim Chief Information Officer (2011 – 2012) •Executive Vice President of International (2004 – 2011) •Senior Vice President Finance and Administration of International •Formerly held various financial and general management positions with Gerber Products Company, including Vice President Finance International Public Boards: •Other Public Company Boards: Universal Corporation, a leading global supplier of leaf tobacco (since 2016) Key Qualifications and Board Impact: •Mr. Lawton’s experience as CFO of a public company and senior executive of a well-known consumer brand, along with his experience on a public company board, qualify him to serve on our Board. •As a former public company CFO and a vice president of finance international at two companies, Mr. Lawton provides valuable experience and insights in the Board's oversight of risk management and international business operations. | | | | | | | | | | | Leadership Experience | | Public Company Board Experience | | Finance | | Technology and Digital | | | | Global Perspective | | Sourcing/ Manufacturing | | Consumer Marketing | | Retail | | | | Human Capital Management | | Risk Management | | | | |

  33. Director Nominees

    | 18 | La-Z-Boy Incorporated |

  34. Director Nominees

    | Rebecca L. O’Grady | | | | | | | | | | Age: 55 Director since: 2019 Committee Membership: Compensation and Talent Oversight (Chair) | Executive Roles: •Former President of Global Häagen-Dazs and Chief Marketing Officer for International Marketing, e-Commerce & Consumer Insights of General Mills, Inc., a global food company (2014 – 2016) •Former President of Yoplait USA, a division of General Mills (2009 – 2014) •Joined General Mills in 1990, and held leadership roles in a variety of divisions and brands including Yoplait, Cheerios, Progresso and Betty Crocker Other Leadership Roles: •Director of Ripple Foods, a dairy alternative product private company •Director and audit committee chair of Tropicale Foods, Inc., a private manufacturer and distributor of frozen novelty products •Director of HALO Branded Solutions, Inc., a promotional marketing products private company Key Qualifications and Board Impact: •As a former chief marketing officer, Ms. O’Grady’s consumer marketing expertise and e-commerce experience with well-known consumer brands and global retailers qualifies her to serve on our Board. •With over 25 years of experience leading businesses both domestically and globally for General Mills, Inc., Ms. O'Grady provides valuable experience and insight in the Board's oversight of risk management, human capital management and international operations. | | | | | | | | | | | Leadership Experience | | Finance | | Global Perspective | | Sourcing/ Manufacturing | | | | Consumer Marketing | | Retail | | Human Capital Management | | Risk Management |

  35. Director Nominees

    | 2023 Proxy Statement | 19 |

  36. Director Nominees

    | Lauren B. Peters | | | | | | | | | | Age: 62 Director since: 2016 Committee Membership: Audit (Chair) | Executive Roles: •Former Executive Vice President and Chief Financial Officer of Foot Locker, Inc., an omni-channel footwear retailer operating and franchising stores globally under a portfolio of brands (2011 – 2021) •Senior Vice President of Strategic Planning of Foot Locker, Inc. (2002 – 2011) •Formerly held various other senior financial leadership roles at Foot Locker, Inc. and Robinsons-May, a division of May Department Stores •Former Audit Manager with Arthur Andersen & Company •Licensed Certified Public Accountant Public Boards: •Other Public Company Boards: Allegion plc, a global provider of security products and solutions (since 2021); Victoria’s Secret & Co., a global intimates and beauty brand and omni-channel retailer (since 2021) Other Leadership Roles: •Member of the board of trustees and finance committee of the Katherine Hepburn Cultural Arts Center (since June 2023) Key Qualifications and Board Impact: •Ms. Peters’ extensive financial and strategic planning experience with consumer-facing, fashion-oriented omni-channel and global retailers and her service on multiple public company boards qualify her to serve on our Board. •With over 30 years of experience in the retail industry, leading large financial organizations of public companies, Ms. Peters provides valuable experience and insights in the Board's oversight of the company's growth strategy and financial and other risk management. | | | | | | | | | | | Leadership Experience | | Public Company Board Experience | | Finance | | Technology and Digital | | | | Global Perspective | | Consumer Marketing | | Retail | | Human Capital Management | | | | Risk Management | | | | | | |

  37. Director Nominees

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  38. Director Nominees

    | Melinda D. Whittington | | | | | | | | | | Age: 56 Director since: 2021 Committee Membership: None | Executive Roles: •Our President and Chief Executive Officer since April 2021 •Our former Senior Vice President and Chief Financial Officer (2018 – April 2021) •Former Chief Financial Officer of Allscripts Healthcare Solutions, Inc., a publicly traded healthcare information technology solutions company (2016 – 2017) •Former Senior Vice President, Corporate Controller and Chief Accounting Officer of Kraft Foods Group, Inc. (now The Kraft Heinz Company), a consumer packaged food and beverage company (February 2015 – October 2015) •Formerly held various finance positions of increasing responsibility with Kraft Foods Group, Inc. and The Procter & Gamble Company, a multinational consumer goods corporation, including expatriate assignments in Belgium and Costa Rica. Public Boards: •Other Public Company Boards: Best Buy Co., Inc., a consumer electronics retailer (since 2023) Other Leadership Roles: •Member of the board of directors of the American Home Furnishings Alliance •Member of the board of directors of the American Home Furnishings Hall of Fame •Member of the board of Business Leaders for Michigan •Member of the board of directors of the YMCA of Monroe, Michigan •Member of the Ohio State University Fisher College of Business Dean’s Advisory Council Key Qualifications and Board Impact: •Ms. Whittington's over 30 years’ of leadership experience at multiple public companies, including extensive consumer products expertise and proven capability in operational and financial matters, her significant risk management and human capital management experience, and her international perspective qualify her to serve on our Board. •Serving as our CEO, previously as our Chief Financial Officer and in various industry-wide leadership roles, Ms. Whittington provides valuable experience and insights on the business and financial performance of the company and on industry trends and transformation in the Board's oversight of the company's strategy and performance. | | | | | | | | | | | Leadership Experience | | Public Company Board Experience | | Finance | | Technology and Digital | | | | Global Perspective | | Sourcing/ Manufacturing | | Consumer Marketing | | Retail | | | | Human Capital Management | | Risk Management | | | | |

  39. Director Nominees

    | 2023 Proxy Statement | 21 |

  40. Director Compensation

    Director Compensation Only our non-employee directors are compensated for service on the Board. Non-employee director compensation is determined by the Board, after considering the recommendation of the Compensation and Talent Oversight Committee. In February 2022, the committee asked its independent compensation consultant, Frederic W. Cook & Co., Inc., to provide an independent assessment of the director compensation program to evaluate its continued alignment with peer companies and sound governance practices. Based on such assessment and the recommendation of the Compensation and Talent Oversight Committee, the Board approved increasing the annual cash retainer from $85,000 to $100,000 and the annual equity grant value from $105,000 to $120,000, as rounded up to provide for a whole number of restricted stock units ("RSUs"), and made no other changes to director compensation. For FY 2023, the compensation for our non-employee directors was a combination of cash and RSUs, as shown below. Chair of the Board Retainer: For the Chair of the Board, an additional annual cash retainer of $100,000 (in addition to the annual cash retainer payable to all non-employee directors). Annual Cash Retainer: For each non-employee director, an annual cash retainer of $100,000. Committee Chair Cash Retainers: For the Chairs of our Audit, Compensation and Talent Oversight, and Nominating and Governance Committees, an additional cash retainer of $20,000, $15,000, and $10,000, respectively. Equity Grant (RSUs): We granted each non-employee director (other than Mr. LaVigne and Mr. Haider) 4,582 RSUs with a grant date fair value of $120,003. Mr. LaVigne, who joined our Board on February 28, 2023, and Mr. Haider, who joined our Board on June 27, 2023, each received a pro rated equity grant. Each RSU is equivalent in value to a share of our common stock. The RSUs do not include voting rights. With respect to the RSUs granted in FY 2023, (1) we award dividend equivalents

  41. Director Compensation

    | 28 | La-Z-Boy Incorporated |

  42. Director Compensation

    on RSUs at the same time and in the same amount as dividends declared on our common stock but they are not paid in cash until the RSUs vest, and (2) the RSUs vest and are settled, in shares only, on the one-year anniversary of the grant date. Miscellaneous: We reimburse directors for their cost of travel, lodging, and related reasonable expenses incurred in the performance of their duties, including for participation in director education programs. We provide membership in the National Association of Corporate Directors for each director. Each director is eligible to purchase our products from us at a discount.

  43. FY 2023 Director Compensation

    FY 2023 Director Compensation

  44. FY 2023 Director Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | RSU Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Erika L. Alexander | 100,000 | 120,003 | 4,108 | 224,111 | | Sarah M. Gallagher | 100,000 | 120,003 | 15,386 | 235,389 | | James P. Hackett | 110,000 | 120,003 | 5,495 | 235,498 | | Janet E. Kerr | 100,000 | 120,003 | 45,842 | 265,845 | | Mark S. LaVigne | 100,000 | 60,000 | 337 | 160,337 | | Michael T. Lawton | 200,000 | 120,003 | 21,934 | 341,937 | | H. George Levy, MD(4) | 33,333 | — | 10,931 | 44,264 | | W. Alan McCollough | 100,000 | 120,003 | 48,328 | 268,331 | | Rebecca L. O'Grady | 115,000 | 120,003 | 8,943 | 243,946 | | Lauren B. Peters | 120,000 | 120,003 | 15,386 | 255,389 | | Dr. Nido R. Qubein(4) | 78,333 | — | 10,931 | 89,264 |

  45. FY 2023 Director Compensation

    (1)Includes annual cash retainer, Chair of the Board retainer, and committee Chair cash retainers, as applicable. (2)The amounts reported in this column represent the grant date fair value of RSUs granted in FY 2023, calculated in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 718. As of April 29, 2023, our non-employee directors held RSUs that settle in shares of common stock as follows: Ms. Alexander – 7,019 units; Ms. Gallagher – 23,293 units; Mr. Hackett – 9,029 units; Ms. Kerr – 54,314 units; Mr. LaVigne – 1,853 units; Mr. Lawton – 32,742 units; Mr. McCollough – 54,314 units; Ms. O'Grady – 13,995 units; and Ms. Peters – 23,293 units. As of such date, our non-employee directors also held RSUs settleable in cash as follows: Ms. Kerr – 12,927 units; and Mr. McCollough – 16,514 units. (3)Reflects payment (or with respect to RSUs granted following the 2022 Annual Meeting, accrual) of dividend equivalents on RSUs at the time and in the amount that dividends were declared on shares of our common stock. (4)Dr. Levy and Dr. Qubein retired from the Board on August 30, 2022.

  46. FY 2023 Director Compensation

    | 2023 Proxy Statement | 29 |

  47. Executive Summary

    | Long-Term Return to Shareholders |

  48. Executive Summary

    | 2023 MIP 131% Payout | Sales and operating margin were the two performance metrics measured by the MIP for FY 2023. Although we achieved record sales for FY 2023 reflecting the realization of pricing surcharge actions and a favorable impact from product and channel mix, our company financial performance was slightly below the target performance goal for sales, but was well above the target performance goal for operating margin. As a result, NEOs received a FY 2023 MIP payout that was above the target payout level, commensurate with the achievement level of the pre-established performance goals. |

  49. Executive Summary

    | 2021-2023 LTIP 84% Payout | Sales and operating cash flow were two of the performance metrics that were measured for the FY 2021-2023 performance-based share award. Over the three-year performance period, our company financial performance on sales exceeded the maximum performance goal for sales. Our performance was over the maximum performance goal for operating cash flow in two of the three annual periods but below the threshold performance goal in the remaining annual period. The third metric, rTSR, was below the threshold performance goal for the cumulative three-year performance period. Overall, NEOs received a payout for the FY 2021-2023 performance-based share award that was slightly below the target vesting level, commensurate with the achievement level of the pre-established performance goals. |

  50. Executive Summary

    | What We Do | | | • | Pay for performance – Our NEO compensation program emphasizes variable pay over fixed pay. A majority of NEO target annual compensation is at-risk and linked to our financial or stock performance | | • | Establish and monitor compliance with stock ownership guidelines for executives – Our expectations for stock ownership further align NEOs’ interests with those of our shareholders | | • | Use rTSR in long-term performance-based share awards | | • | Mitigate undue risk – We have maximum caps on potential incentive payments and a clawback policy on performance-based compensation | | • | Appoint only independent directors to the Compensation Committee | | • | The Compensation Committee engages an independent compensation consultant to assist it and the Board with executive compensation program design and review | | • | Provide severance and change-in-control arrangements that are designed to be aligned with market practices, including the use of double-trigger change-in-control severance agreements | | • | Prohibit hedging, pledging and short sales by executives and directors | | What We Don’t Do | | | ✗ | Do not provide employment agreements | | ✗ | Do not gross up excise taxes upon a change in control | | ✗ | Do not reprice options without shareholder approval | | ✗ | Do not pay dividends on unearned performance-based shares or units | | ✗ | Do not have single trigger vesting of equity-based awards upon a change in control | | ✗ | Do not provide excessive perquisites |

  51. Executive Compensation Framework

    Executive Compensation Framework Compensation Objectives We design our executive pay program to support our business strategy and provide meaningful award opportunities that are aligned with the achievement of strategic and financial objectives. •Pay for performance. We provide the majority of our NEOs' target TDC in annual and long-term incentive awards that are earned, or increase in value, based on company and/or stock performance. •Reward for TSR. We align our NEOs’ interests with our shareholders’ interests by providing a significant portion of their annual target pay opportunity in the form of long-term equity incentives (for FY 2023, performance-based units, restricted stock units, and stock options) whose value is dependent on our stock price, and by basing a portion of the performance-based unit awards on rTSR. •Require significant stock ownership. We require our NEOs to own meaningful amounts of our stock over a sustained period to further align their interests with the interests of long-term shareholders. •Provide market competitive opportunities. We design our compensation packages, including base salaries and incentive opportunities, to be market competitive. •Manage costs. In designing our executive pay program, we take into account the cost of various elements (share usage, cash flow, and accounting impacts). Compensation Mix In line with our pay-for-performance philosophy, the majority of each NEO’s target TDC is performance-based and therefore, “at risk.” Target TDC is composed of base salary, target annual bonus, and the target value of annual long-term equity incentives. Target TDC is used in the competitive review of target pay opportunities for each NEO. The charts below show the percentage of each element in the target TDC for our CEO and the average for our other NEOs.

  52. Executive Compensation Framework

    | Component | Description | Performance- Based? | Page Reference | | Base Salary | Fixed compensation for services rendered. | No1 | See pg. 42 | | Management Incentive Program (MIP) | Short-term incentive plan that pays cash bonuses to participants based on performance against pre-established goals for sales and operating margin. | Yes | See pg. 43 | | Long-Term Incentives | Annual equity awards (for FY 2023, stock options, performance-based units, and restricted stock units) •Stock options attain value only if our stock price increases following the date of grant. •Performance-based units are earned based on performance against pre-established goals for sales and operating cash flow, and TSR relative to the S&P 600 Consumer Durables and Apparel sub-index. •Restricted stock units vest in equal installments over four years, subject to continued service. Value of the awards fluctuates based on the company's stock price performance. | Yes | See pg. 44 | | Retirement Benefits | A qualified 401(k) plan and non-qualified executive deferred compensation plan. Amounts contributed to 401(k) and deferred compensation plans are determined by an NEO’s election. Matching contributions to 401(k) plans in excess of IRC limitations may be credited to the executive deferred compensation plan. | No2 | See pg. 48 |

  53. Executive Compensation Framework

    (1) Although base salary is not tied to the achievement of performance goals, the Compensation Committee considers performance in making any adjustments to base salaries. (2) NEOs may only contribute or elect to defer amounts earned and paid during the year (i.e., actual base salaries and bonuses earned). The mechanics of these pay elements and our pay decisions are detailed below. In addition, we have change-in-control agreements with our NEOs, and they participate in an executive severance plan. Additional information regarding the change-in-control agreements and executive severance plan can be found on page 44. We believe these elements assist us in attracting and retaining quality executive talent and support continuity of our leadership. For FY 2023, the Compensation Committee determined that executive retention and engagement would be best served by eliminating company contributions to the company's Performance Compensation Retirement Plan ("PCRP") for FY 2023 and future years. While the PCRP was not terminated and prior balances in the PCRP will continue to be credited for earnings, the plan is now frozen with respect to new participants, and no further contributions will be made on behalf of existing participants. This change allowed the Compensation Committee to focus on the market competitiveness of FY 2023 executive compensation utilizing the existing total direct compensation elements of base salary and annual short-term and long-term incentive compensation.

  54. Determining Executive Compensation

    The Compensation Committee annually reviews the independence of its consultants by considering the factors specified in the NYSE’s rules related to compensation advisor independence. With respect to FY 2023, FW Cook provided a report addressing the following factors: (1) other services FW Cook provided to us, if any; (2) the fees we paid as a percentage of FW Cook's total revenue; (3) FW Cook’s policies and procedures designed to prevent a conflict of interest; (4) any business or personal relationship of members of the consulting team with a member of the committee; (5) any company stock owned by members of the consulting team; and (6) any business or personal relationships between our executive officers and members of the consulting team. In FY 2023, the Compensation Committee discussed FW Cook’s independence along with these factors and concluded that FW Cook’s work did not present any conflict of interest. Pay-Setting Process Methodology and Peer Group For each NEO, we establish a salary range and the target annual and long-term incentive award opportunities after considering market median pay levels. In setting individual pay levels, we consider market pay data and company performance. We also consider each NEO’s duties and responsibilities, skills, experience, and performance, as well as our business needs, cost, and internal pay equity. In setting individual NEO pay levels and opportunities, the Compensation Committee annually reviews compensation data and practices for a peer group of companies in sectors in which the company generally competes to attract talented, high-performing executives. Reflecting the company's business model, the company seeks executive talent with one or more of retail, wholesale, manufacturing and e-commerce experience. Because the company has few competitors comparable in terms of its vertically-integrated business model, its peer group includes a mix of such types of companies. The Compensation Committee worked with FW Cook to review and approve the current peer group of companies. FW Cook screened for potential peers:

  55. Determining Executive Compensation

    The Compensation Committee evaluates each peer company annually to determine whether its inclusion remains appropriate. Based on its review and the advice of FW Cook, during FY 2022, the Compensation Committee removed one peer company, Knoll, Inc., due to its acquisition. The Compensation Committee generally believes that peer group consistency from year to year maximizes year-over-year comparability. The peer group used to evaluate FY 2023 executive compensation decisions is composed of the following 15 publicly-traded companies:

  56. Determining Executive Compensation

    | FY 2023 Peer Group | | | | Aaron’s, Inc. Callaway Golf Company Ethan Allen Interiors, Inc. Haverty Furniture Companies, Inc. Helen of Troy Limited MillerKnoll (formerly Herman Miller, Inc.) | HNI Corporation Interface, Inc. iRobot Corporation Overstock.com, Inc. RH | Sleep Number Corporation Steelcase Inc. Tempur Sealy International, Inc. Wolverine Worldwide, Inc. |

  57. CEO and Other NEO Compensation

    Incentive Compensation We award incentive compensation under our shareholder-approved Omnibus Incentive Plan to reward participants for achievement of both short-term and long-term company performance goals and to enhance our ability to attract and retain employees. The Compensation Committee believes that designing the incentive compensation program with multiple objectives and performance periods promotes behavior that creates shareholder value while mitigating incentives to pursue risky or unsustainable results. Short Term Incentive Awards (Management Incentive Program) Our annual cash bonus program, which we refer to as the Management Incentive Program or MIP, is a short-term incentive award plan that we designed to motivate and reward NEOs for achieving annual performance goals. Pay-for-Performance Linkage — FY 2023 MIP Payouts Were Above Target, Reflecting Our Strong Financial Performance Although we achieved record sales for FY 2023, reflecting the realization of pricing surcharge actions and a favorable impact from product and channel mix, our company financial performance was slightly below the target performance goal for sales, but was well above the target performance goal for operating margin. In line with our compensation philosophy and commensurate with the achievement level of the pre-established performance goals, MIP payments to our NEOs for FY 2023 were above target. FY 2023 MIP Performance Goals FY 2023 financial performance metrics were: The Compensation Committee selected sales and operating margin as the financial performance metrics to focus management on: •these major drivers of increased shareholder value in the company's long-term strategic plan, and •the appropriate balance between top-line growth and improved profitability. The Compensation Committee chose to use operating margin as a financial performance metric under the FY 2023 MIP, replacing operating profit (which was used as a financial performance metric under the FY 2022 MIP) in order to more closely align with how we operate and assess our business and financial performance and our Century Vision long-term strategic goals. To reflect the NEOs' ability to influence the overall company and to promote collaboration across the businesses, the NEOs' performance goals are based on the company’s consolidated financial performance. In setting the performance goals shown below, the Compensation Committee considered prior-year results and forecasted financial results at the time. Achievement between the threshold, target, and maximum performance levels is calculated using straight-line interpolation between the relevant performance levels.

  58. CEO and Other NEO Compensation

    | Performance Level | Payout Level (% of Target) | Sales (in Millions) | Operating Margin | | Maximum | 200% | $2,633 | 10.0% | | Target | 100% | $2,433 | 8.4% | | Threshold | 50% | $2,083 | 4.4% | | Actual (as adjusted for compensation purposes)(1) | | $2,349 | 9.6% | | Individual Metric Payout | | 88% | 173% | | Individual Metric Weight | | 50% | 50% | | Overall Payout (% of Target) | | | 131% |

  59. CEO and Other NEO Compensation

    | | FY 2023 Target Incentive (% of base salary) | Achieved Performance Level (% of target performance) | Actual FY 2023 Incentive Payout ($) | | Melinda D. Whittington | 110% | 131% | $1,356,876 | | Robert G. Lucian | 75% | 131% | $487,134 | | Otis S. Sawyer | 60% | 131% | $382,665 | | Michael A. Leggett | 75% | 131% | $401,260 | | Robert Sundy II | 55% | 131% | $314,532 |

  60. CEO and Other NEO Compensation

    | FY | MIP Payout (as % of target) | | FY 2023 | 131% | | FY 2022 | 144% | | FY 2021 | 150% | | FY 2020 | 75% | | FY 2019 | 157% | | Average Payout | 131% |

  61. CEO and Other NEO Compensation

    Long-Term Incentive Equity Awards The long-term incentive award provisions of our shareholder-approved Omnibus Incentive Plan provide for equity-based compensation (restricted share/unit awards, stock options, performance-based share/unit awards or other forms of equity-based compensation) that we design to align NEO pay with long-term shareholder returns, motivate our NEOs to focus on long-term business objectives, and encourage long-term strategic thinking. The value our NEOs receive from these awards varies based on the company’s performance and the future price appreciation of our common stock. FY 2023 Equity Grants Each year, the Compensation Committee establishes long-term incentive award types, mix, and award levels for each eligible pay grade based on our objectives for the equity grants and after considering market median practices, total cost (including share usage, accounting, and tax impacts), and past practices. We review the accounting treatment of the relevant incentive

  62. CEO and Other NEO Compensation

    award types, including stock options, performance-based share/units awards, and restricted share/units awards. The Compensation Committee approves annual equity-based awards that are generally granted in the first quarter of the fiscal year. Based on an overall market review of our executive compensation program and each NEO's total compensation, the Compensation Committee approved target long-term incentive equity awards, as a percentage of base salary, to each of our NEOs as follows:

  63. CEO and Other NEO Compensation

    | | FY 2023 Long-Term Incentive Target (as % of base salary) | | Melinda D. Whittington | 356% | | Robert G. Lucian | 165% | | Otis S. Sawyer | 146% | | Michael A. Leggett | 125% | | Robert Sundy II | 100% |

  64. CEO and Other NEO Compensation

    In setting the long-term incentive award for Ms. Whittington and Mr. Lucian, in particular, the Compensation Committee considered the input of FW Cook with respect to TDC and made adjustments to target LTI aligned with market median. The Compensation Committee also considered the compensation program on a holistic basis and considered the removal of the PCRP, which is described further on page 48, when determining incentive compensation levels. For the FY 2023 long-term incentive awards, the Compensation Committee approved a change in the mix of the equity awards to 25% restricted stock units, 25% stock options, and 50% performance-based units (as compared to FY 2022, in which our then-serving NEOs received 50% stock options and 50% performance-based shares). In making this change, the committee considered the prevalence of time-based awards among our peer companies and sought to provide a meaningful retention component that is aligned to long-term shareholder interests in the overall equity mix. Early in FY 2023, pursuant to the 2017 Omnibus Incentive Plan, we granted stock options, performance-based units, and restricted stock units to our NEOs. Stock Options (25% of total FY 2023 long-term incentive opportunity) Stock options entitle NEOs to purchase stock at an exercise price equal to the closing price on date of grant, subject to the vesting terms applicable to the award. Options expire at the end of ten years if they have not been exercised by that time. Stock options deliver value to NEOs if the company’s stock price increases, directly aligning executive compensation with the value created for shareholders as reflected in stock price appreciation from the date of grant. The stock options we granted in FY 2023 vest in equal installments over four years (25% per year), subject to the recipient's continued employment through the vesting date. This longer vesting schedule is designed to promote employee retention. Restricted Stock Unit Awards (25% of total FY 2023 long-term incentive opportunity) Restricted stock unit awards are an incentive for executives to remain with our company and to work to enhance the value of the company's stock over time. Executives receive value from restricted unit awards only if they are still employed by the company when the awards vest. For our NEOs, the restricted stock units granted in FY 2023 vest in equal installments over four years (25% per year). Performance-Based Unit Awards (50% of total FY 2023 long-term incentive opportunity) Performance-based unit awards provide our NEOs the opportunity to earn a defined number of shares of our common stock if we achieve pre-established performance goals and the NEO remains employed through the conclusion of the performance period. The value of any earned shares depends on La-Z-Boy’s future stock price. An NEO’s award opportunity ranges from 50% of the NEO’s target number of shares if we achieve threshold performance goals to a maximum of 200% of the target number of shares if we achieve maximum performance goals. If the performance goals are not achieved, the performance-based unit awards associated with that performance metric will not vest. Following the conclusion of the three-year performance period, we pay out the shares that our NEOs earned. The number of shares our NEOs receive, if any, will depend on how the company performs against pre-established sales growth and operating cash flow performance goals for each of FYs 2023, 2024, and 2025, and rTSR goals over the three-year performance period. TSR is measured cumulatively over the entire three-year performance period relative to the TSR of the constituents of the S&P 600 Consumer Durables and Apparel sub-index. For the overall payout, the weightings of each of the performance goals and the annual periods in the three-year performance period are shown in the table below. For the performance-based unit awards, the Compensation Committee seeks to set target performance goals that are challenging but reasonably achievable with strong management performance.

  65. CEO and Other NEO Compensation

    (1)This 50% portion of the performance-based unit awards is earned based on the company's rTSR performance, which is measured over the three-year cumulative performance period, FY 2023-FY 2025. NEOs may become vested in performance-based units based on each metric independent of our performance on the other metrics. Each factor includes a threshold performance level that must be achieved before any units vest based on that metric. No units vest if the company performs below the threshold performance level of all three factors. Payout for performance between threshold and target and between target and maximum is interpolated for performance between levels. The actual number of units NEOs earn can be more or less than target level depending on the company’s performance against the pre-established performance goals. Following vesting, the performance-based units are settled in shares of company common stock. The Compensation Committee utilized sales performance as an element in both the company’s FY 2023 MIP and FY 2023-2025 long-term equity incentive program, in recognition of the fact that this measure is viewed as a core driver of the company’s performance and shareholder value creation and is a strategic priority in the company's Century Vision. In designing the company’s executive compensation program, the Compensation Committee supplemented this measure with additional performance measures in order to strike an appropriate balance with respect to incentivizing top-line growth, profitability, liquidity and shareholder returns over both the short-term and long-term horizons. Prior LTIP Equity Grant Performance Achievement and Payouts Each of our NEOs that received the FY 2021 grant were eligible to earn payouts on the performance-based share awards granted in FY 2021 for the three-year performance period that ended with our FY 2023 year end. The design and structure of these performance-based shares was similar to those subsequently granted in FY 2022 and FY 2023. The following table shows how the company performed against the sales and operating cash flow goals for each of the three fiscal years, and the company’s rTSR versus the S&P 600 Consumer Durables and Apparel sub-index for the three-year performance period. Following the end of the three-year performance period, we paid out earned shares, the number and value of which are shown in the FY 2023 Option Exercises and Stock Vested table on page 56. Performance Period FY 2021-2023 – Overall payout of 84% of target

  66. CEO and Other NEO Compensation

    | | Threshold, Target and Maximum Goals | | | | Results | | | Payout as % of Target | | | | | | Sales (in Millions) | Operating Cash Flow (in Millions) | Relative TSR Over 3 Years | Sales (in Millions) | Operating Cash Flow (in Millions) | Relative TSR Over 3 Years | Sales | Operating Cash Flow | Relative TSR Over 3 Years | | FY 2021 | Maximum | $1,713 | $174.9 | Maximum 75th percentile | $1,734 | $308.5 | 18th Percentile | 200% | 200% | 0% | | | Target | $1,577 | $152.5 | | | | | | | | | | Threshold | $1,427 | $113.1 | | | | | | | | | FY 2022 | Maximum | $1,813 | $191.4 | Target 50th percentile | $2,357 | $79.3 | | 200% | 0% | | | | Target | $1,677 | $169.0 | | | | | | | | | | Threshold | $1,527 | $129.6 | | | | | | | | | FY 2023 | Maximum | $1,830 | $194.2 | Threshold 25th percentile | $2,349 | $208.2 | | 200% | 200% | | | | Target | $1,694 | $171.8 | | | | | | | | | | Threshold | $1,544 | $132.4 | | | | | | | |

  67. CEO and Other NEO Compensation

    | | Target Goals | | | Results | | Payout as % of Target | | | | Sales (in Millions) | Operating Cash Flow (in Millions) | Relative TSR Over 3 Years* | Sales (in Millions) | Operating Cash Flow (in Millions) | Sales | Operating Cash Flow | | FY 2022 | $2,050 | $195.7 | Target 50th percentile | $2,357 | $84.6 | 200% | 0% | | FY 2023 | $2,010 | $185.4 | | $2,349 | $208.2 | 200% | 200% | | FY 2024 (in process) | | | | | | | |

  68. CEO and Other NEO Compensation

    | | Target Goals | | | Results | | Payout as % of Target | | | | Sales (in Millions) | Operating Cash Flow (in Millions) | Relative TSR Over 3 Years* | Sales (in Millions) | Operating Cash Flow (in Millions) | Sales | Operating Cash Flow | | FY 2023 | $2,433 | $141.0 | Target 50th percentile | $2,349 | $208.2 | 88% | 200% | | FY 2024 (in process) | | | | | | | | | FY 2025 | | | | | | | |

  69. CEO and Other NEO Compensation

    | FY Award | Performance Cycle | Payout Achievement | | FY 2021 | FY21-22-23 | 84% | | FY 2020 | FY20-21-22 | 89% | | FY 2019 | FY19-20-21 | 111% | | FY 2018 | FY18-19-20 | 76% | | FY 2017 | FY17-18-19 | 61% | | Average Payout | | 84% |

  70. Governance Features and Other Benefits

    In determining compliance with the guidelines, we include shares owned directly, shares held in a family trust or qualified retirement program, performance-based shares/units contingently earned for completed performance periods but not yet paid out, and restricted share/unit awards. Unexercised stock options, whether unvested or vested, and performance-based awards that remain subject to performance-based vesting conditions do not count towards compliance with the guidelines. As of April 29, 2023, each of the NEOs was in compliance with the stock ownership guidelines or within the five-year transition period. Severance Benefits Named Executive Officer Change-in-Control Agreements We have change-in-control agreements with our NEOs to support continuity of our leadership in the event the company’s ownership changes. Under the agreements, a change in control generally occurs when a person, entity or group acquires ownership of 30% of a company’s stock, increases its holding to more than 50% of the value or voting power of a company’s stock, or acquires 40% or more of a company’s assets, or if a majority of a company’s board of directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the directors who were serving before the date of the appointment or election. Our agreements provide that an NEO will receive cash severance if we have a change in control and in the succeeding two years (or three years for our CEO), the NEO’s employment terminates under certain conditions. In that event, we would pay an NEO two times (or three times for our CEO) the sum of the executive’s base salary at the time of termination plus the average of the annual bonuses the executive received over the previous three years. The NEO is responsible for any excise tax, and the company does not pay any excise tax gross-ups. We utilize a “best-net” approach where we reduce payments to the safe harbor limit to avoid excise tax only if doing so results in a greater after-tax benefit to the NEO. During the period that we pay severance, we also continue to provide medical and dental benefits. Similar to this severance arrangement, our executives may receive accelerated vesting in outstanding equity awards issued under our 2022 Omnibus Incentive Plan or prior equity plan following a change in control if their employment is terminated. Additional information regarding the change-in-control severance agreements and estimated termination payments to NEOs is presented on pages 57-61. Named Executive Officer Severance Plan The severance plan for the NEOs is designed to assist the company in attracting and retaining quality executive talent while providing the company some protection against competition and solicitation by former executives. The severance plan requires the company to pay an NEO severance if the company discharges the executive other than “for cause” or if the NEO leaves the company with “good reason.” Following a qualifying termination of employment, the company would pay the CEO severance for 24 months and pay the other NEOs severance for 12 months at the level of their monthly base salary when their employment ended plus the average of the three most recent annual cash incentive bonuses paid to the executive divided by 12. In FY 2023, the severance plan was amended to make certain administrative changes as well as to factor in the annual cash incentive bonus as a component of the severance payment based on the input of FW Cook after a review of market practices. Termination “for cause” includes employee acts involving dishonesty, fraud, illegality or moral turpitude; material misconduct in the performance of duties; habitual neglect of material duties; and serious violation of company policies. Resignation for “good reason” includes a resignation triggered by a reduction in the executive’s monthly base pay or target bonus opportunity unless similarly situated employees are similarly affected or the executive is required to relocate to a work location that would increase the distance of their commute by more than 50 miles. NEOs will receive medical and dental benefits during the time they receive severance. If an NEO’s employment terminates following a change in control of the company, the NEO receives benefits under the severance plan only to the extent they exceed benefits the NEO receives pursuant to the NEO’s change-in-control agreement with the company. Information regarding the benefits payable under the severance plan and estimated termination payments to NEOs is presented on pages 57-61.

  71. Governance Features and Other Benefits

    We established the severance periods of 24 and 12 months based on the market and peer company analysis. To receive severance, NEOs must execute a release of claims and comply with non-competition and non-solicitation covenants for the duration of the severance term. Recoupment of Incentive Payments The company has adopted a policy which provides for the recoupment of incentive compensation in certain circumstances in the event of a restatement of financial results by the company. This policy is intended to comply with the requirements of Securities and Exchange Commission rules and New York Stock Exchange listing standards implementing Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. In accordance with the terms of the Performance Compensation Retirement Plan, if we determine that any contribution credits we previously made to such plan were based on erroneous financial statements or other financial errors or misstatements, we will adjust all participants’ accounts to reflect contribution credits calculated based on complete and accurate financial information. In addition, in accordance with the terms of applicable award agreements, we will require a management employee to reimburse us for annual or long-term incentive payments we made to the employee, and we will rescind any contribution credits we made for the employee under the Performance Compensation Retirement Plan, to the extent our Board determines that the employee engaged in misconduct that resulted in a material inaccuracy in our financial statements or the performance metrics we used to make incentive payments or awards, and the employee received a higher payment as a result of the inaccuracies.

  72. FY 2023 Summary Compensation Table

    FY 2023 Summary Compensation Table The FY 2023 Summary Compensation Table presents FY 2021, 2022, and 2023 “total compensation” (see footnotes for the included pay elements) for the NEOs. Mr. Leggett and Mr. Sundy were not NEOs prior to FY 2023. •Actual value realized in FY 2023 for previously granted long-term incentives is presented in the FY 2023 Option Exercises and Stock Vested table on page 51. •Target annual and long-term incentive opportunities for FY 2023 are presented in the FY 2023 Grants of Plan-Based Awards table on page 48.

  73. FY 2023 Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Melinda D. Whittington | 2023 | 941,667 | 2,735,585 | 800,001 | 1,356,876 | 149,858 | 5,983,987 | | President and | 2022 | 913,037 | 1,449,683 | 1,250,004 | 1,425,600 | 760,470 | 5,798,794 | | Chief Executive Officer | 2021 | 487,366 | 404,948 | 348,126 | 626,614 | 319,321 | 2,186,375 | | Robert G. Lucian | 2023 | 495,833 | 670,014 | 195,936 | 487,134 | 51,771 | 1,900,688 | | Senior Vice President and | 2022 | 478,403 | 344,302 | 296,877 | 513,000 | 242,978 | 1,875,560 | | Chief Financial Officer | | | | | | | | | Otis S. Sawyer(6) | 2023 | 486,851 | 592,851 | 173,373 | 382,665 | 41,962 | 1,677,702 | | Former Senior Vice President | 2022 | 472,577 | 267,319 | 230,499 | 408,306 | 229,310 | 1,608,011 | | and President, La-Z-Boy Portfolio Brands | 2021 | 398,942 | 268,133 | 230,505 | 414,900 | 235,581 | 1,548,061 | | Michael A. Leggett | 2023 | 408,417 | 427,450 | 125,002 | 401,260 | 26,939 | 1,389,068 | | Senior Vice President and | | | | | | | | | Chief Supply Chain Officer | | | | | | | | | Robert Sundy II | 2023 | 436,583 | 344,503 | 100,749 | 314,532 | 35,212 | 1,231,579 | | President, La-Z-Boy Brand and | | | | | | | | | Chief Commercial Officer | | | | | | | |

  74. FY 2023 Grants of Plan-Based Awards

    FY 2023 Grants of Plan-Based Awards The following table provides details of all incentive plan-based awards granted to the NEOs during FY 2023, all of which were granted under the 2017 Omnibus Incentive Plan. Specifically, the table presents the following FY 2023 incentive awards: •Annual management incentive award (MIP) potential award range (see “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” columns). The actual awards are shown in the FY 2023 Summary Compensation Table (see page 46). •Performance-based units •Stock options •Restricted stock units

  75. FY 2023 Grants of Plan-Based Awards

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payout Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares or Units (3) (#) | All Other Option Awards: Number of Securities Underlying Options(4) (#) | Exercise or Base Price of Option Awards ($/Share) | Grant Date Fair Value of Stock & Option Awards(5) ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Melinda D. Whittington | | | | | | | | | | | | | 2023 Annual Incentive (MIP) | | 258,946 | 1,035,783 | 2,071,566 | | | | | | | | | Performance-Based Units | 6/28/2022 | | | | 5,462 | 65,547 | 131,094 | | | | 1,935,596 | | Non-Qualified Stock Options | 6/28/2022 | | | | | | | | 101,266 | 24.41 | 800,001 | | Restricted Stock Units | 6/28/2022 | | | | | | | 32,773 | | | 799,989 | | Robert G. Lucian | | | | | | | | | | | | | 2023 Annual Incentive (MIP) | | 92,965 | 371,858 | 743,716 | | | | | | | | | Performance-Based Units | 6/28/2022 | | | | 1,338 | 16,054 | 32,108 | | | | 474,075 | | Non-Qualified Stock Options | 6/28/2022 | | | | | | | | 24,802 | 24.41 | 195,936 | | Restricted Stock Units | 6/28/2022 | | | | | | | 8,027 | | | 195,939 | | Otis S. Sawyer | | | | | | | | | | | | | 2023 Annual Incentive (MIP) | | 73,028 | 292,111 | 584,222 | | | | | | | | | Performance-Based Units | 6/28/2022 | | | | 1,184 | 14,205 | 28,410 | | | | 419,467 | | Non-Qualified Stock Options | 6/28/2022 | | | | | | | | 21,946 | 24.41 | 173,373 | | Restricted Stock Units | 6/28/2022 | | | | | | | 7,103 | | | 173,384 | | Michael A. Leggett | | | | | | | | | | | | | 2023 Annual Incentive (MIP) | | 76,577 | 306,306 | 612,612 | | | | | | | | | Performance-Based Units | 6/28/2022 | | | | 854 | 10,242 | 20,484 | | | | 302,446 | | Non-Qualified Stock Options | 6/28/2022 | | | | | | | | 15,823 | 24.41 | 125,002 | | Restricted Stock Units | 6/28/2022 | | | | | | | 5,121 | | | 125,004 | | Robert Sundy II | | | | | | | | | | | | | 2023 Annual Incentive (MIP) | | 60,025 | 240,101 | 480,202 | | | | | | | | | Performance-Based Units | 6/28/2022 | | | | 688 | 8,255 | 16,510 | | | | 243,763 | | Non-Qualified Stock Options | 6/28/2022 | | | | | | | | 12,753 | 24.41 | 100,749 | | Restricted Stock Units | 6/28/2022 | | | | | | | 4,127 | | | 100,740 |

  76. FY 2023 Grants of Plan-Based Awards

    (1)The amounts consist of the threshold, target and maximum payout opportunities under the MIP, with payout based on sales and operating margin performance results. (2)The amounts consist of the threshold, target and maximum performance-based units that could vest based on performance with respect to sales growth, operating cash flow and relative TSR over the FY 2023–FY 2025 performance period and the NEO's continued employment through the end of the performance period. The “Threshold” estimated future payout shown reflects meeting the threshold for just the sales or operating cash flow goal in any one of the three performance cycles. (3)The amounts reported in this column represent restricted stock units granted to each NEO in FY 2023. These restricted stock units vest in four installments on each of the first four anniversaries of the grant date, subject to the NEO's continued employment through the applicable vesting date. During the vesting period, cash dividends accrue and will be paid in cash to the NEO to the extent the underlying restricted stock units vest. (4)The amounts reported in this column represent stock options granted to each NEO in FY 2023. These stock options vest in four installments on each of the first four anniversaries of the grant date, subject to the NEO's continued employment through the applicable vesting date, and have a ten-year term from the grant date.

  77. FY 2023 Grants of Plan-Based Awards

    | 52 | La-Z-Boy Incorporated |

  78. FY 2023 Grants of Plan-Based Awards

    (5)Reflects the total grant date fair value of the equity awards granted during the fiscal year, with the performance-based units based on the probable level of achievement. For additional information regarding the assumptions we used in valuing the awards, refer to Note 14, “Stock-Based Compensation” of Item 8, “Financial Statements and Supplementary Data” of our Form 10-K for the fiscal year ended April 29, 2023, as filed with the SEC. In valuing the FY 2023 restricted stock unit awards, the fair value of each share was $24.41, the market value of our common stock on the date we granted the awards (the service inception date). In valuing the FY 2023 performance-based unit awards, the fair value of each share was $22.43, the market value of our common stock on the date we granted the awards (the service inception date) less the dividends we expect to pay before the shares vest.

  79. FY 2023 Grants of Plan-Based Awards

    | 2023 Proxy Statement | 53 |

  80. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End The following table presents all outstanding stock options and unvested stock awards (performance-based shares/units and restricted shares/units) held by the NEOs at the end of the fiscal year. Market values for the unvested stock awards are presented based on the closing price of the company’s stock on April 28, 2023 (the last trading day of FY 2023), of $28.73.

  81. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant FY | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#)(1) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned of Shares , or Units or other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | Melinda D. Whittington | | | | | | | | | | | Performance-Based Shares/Units | | | | | | 32,201 | 925,135 | 153,196 | 4,401,321 | | Stock Options | 2023 | — | 101,266 | 24.41 | 6/28/2032 | | | | | | | 2022 | 25,427 | 76,282 | 37.93 | 6/21/2031 | | | | | | | 2021 | 17,302 | 17,303 | 27.54 | 6/22/2030 | | | | | | | 2020 | 16,437 | 5,482 | 30.24 | 6/17/2029 | | | | | | | 2019 | 34,003 | — | 33.15 | 6/18/2028 | | | | | | Restricted Shares/Units | | | | | | 34,212 | 982,911 | | | | Robert G. Lucian | | | | | | | | | | | Performance-Based Shares/Units | | | | | | 7,761 | 222,974 | 37,200 | 1,068,756 | | Stock Options | 2023 | — | 24,802 | 24.41 | 6/28/2032 | | | | | | | 2022 | 6,039 | 18,117 | 37.93 | 6/21/2031 | | | | | | | 2021 | 2,176 | 2,178 | 27.54 | 6/22/2030 | | | | | | | 2020 | 4,137 | 1,379 | 30.24 | 6/17/2029 | | | | | | Restricted Shares/Units | | | | | | 9,185 | 263,885 | | | | Otis S. Sawyer | | | | | | | | | | | Performance-Based Shares/Units | | | | | | 6,444 | 185,136 | 31,782 | 913,097 | | Stock Options | 2023 | — | 21,946 | 24.41 | 6/28/2032 | | | | | | | 2022 | 4,688 | 14,067 | 37.93 | 6/21/2031 | | | | | | | 2021 | 11,456 | 11,457 | 27.54 | 6/22/2030 | | | | | | | 2020 | 10,884 | 3,629 | 30.24 | 6/17/2029 | | | | | | | 2019 | 23,212 | — | 33.15 | 6/18/2028 | | | | | | | 2018 | 30,377 | — | 27.25 | 6/19/2027 | | | | | | Restricted Shares/Units | | | | | | 8,058 | 231,506 | | | | Michael A. Leggett | | | | | | | | | | | Performance-Based Shares/Units | | | | | | 2,458 | 70,618 | 17,070 | 490,421 | | Stock Options | 2023 | — | 15,823 | 24.41 | 6/28/2032 | | | | | | Restricted Shares/Units | | | | | | 8,871 | 254,864 | | | | Robert Sundy II | | | | | | | | | | | Performance-Based Shares/Units | | | | | | 4,087 | 117,420 | 19,386 | 556,960 | | Stock Options | 2023 | — | 12,753 | 24.41 | 6/28/2032 | | | | | | | 2022 | 1,627 | 4,882 | 37.93 | 6/21/2031 | | | | | | Restricted Shares/Units | | | | | | 11,709 | 336,400 | | |

  82. Outstanding Equity Awards at 2023 Fiscal Year-End

    | 54 | La-Z-Boy Incorporated |

  83. Outstanding Equity Awards at 2023 Fiscal Year-End

    (1)Unvested stock options will vest as follows:

  84. Outstanding Equity Awards at 2023 Fiscal Year-End

    | Grant FY | Options Vesting Schedule | | 2023 | Unvested options vested or will vest 1/4 on June 28, 2023, 1/4 on June 28, 2024, 1/4 on June 28, 2025, and 1/4 on June 28, 2026. | | 2022 | Unvested options vested or will vest 1/3 on June 21, 2023, 1/3 on June 21, 2024, and 1/3 on June 21, 2025. | | 2021 | Unvested options vested or will vest 1/2 on June 22, 2023 and 1/2 on June 22, 2024. | | 2020 | Unvested options vested on June 17, 2023. |

  85. Outstanding Equity Awards at 2023 Fiscal Year-End

    (2)The earned but unvested performance-based shares will vest as follows:

  86. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | FY 2023 Grant(a) | FY 2022 Grant(b) | Total | | Melinda D. Whittington | 15,731 | 16,470 | 32,201 | | Robert G. Lucian | 3,852 | 3,909 | 7,761 | | Otis S. Sawyer | 3,408 | 3,036 | 6,444 | | Michael A. Leggett | 2,458 | — | 2,458 | | Robert Sundy II | 1,981 | 2,106 | 4,087 |

  87. Outstanding Equity Awards at 2023 Fiscal Year-End

    (a)Earned and unvested shares are shown and will vest on April 26, 2025. (b)Earned and unvested shares are shown and will vest on April 27, 2024. Unvested restricted shares/units will vest as follows:

  88. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | FY 2023 Grant(a) | FY 2022 Grant(b) | FY 2021 Grant(c) | FY 2020 Grant(d) | Total | | Melinda D. Whittington | 32,773 | — | — | 1,439 | 34,212 | | Robert G. Lucian | 8,027 | — | 796 | 362 | 9,185 | | Otis S. Sawyer | 7,103 | — | — | 955 | 8,058 | | Michael A. Leggett | 5,121 | 3,750 | — | — | 8,871 | | Robert Sundy II | 4,127 | 1,582 | 6,000 | — | 11,709 |

  89. Outstanding Equity Awards at 2023 Fiscal Year-End

    (a)Unvested restricted stock units vested or will vest 1/4 on June 28, 2023, 1/4 on June 28, 2024, 1/4 on June 28, 2025, and 1/4 on June 28, 2026. (b)For Mr. Leggett's award, unvested restricted shares will vest 1/3 on January 15, 2024, 1/3 on January 15, 2025, and 1/3 on January 15, 2026. For Mr. Sundy's award, unvested restricted shares vested or will vest 1/3 on June 21, 2023, 1/3 on June 21, 2024, and 1/3 on June 21, 2025. (c)For Mr. Lucian's award, unvested restricted shares vested or will vest 1/2 on June 22, 2023 and 1/2 on June 22, 2024. For Mr. Sundy's award, unvested restricted shares will vest 1/2 on January 27, 2024 and 1/2 on January 27, 2025. (d)Unvested restricted shares vested on June 17, 2023. (3)Unearned performance-based shares/units are shown assuming maximum performance for FY 2022 and FY 2023.

  90. Outstanding Equity Awards at 2023 Fiscal Year-End

    | Name | Performance-Based Shares/Units | | Total | | | FY 2023 Grant at Maximum(a) | FY 2022 Grant at Maximum(b) | | | Melinda D. Whittington | 109,246 | 43,950 | 153,196 | | Robert G. Lucian | 26,758 | 10,442 | 37,200 | | Otis S. Sawyer | 23,676 | 8,106 | 31,782 | | Michael A. Leggett | 17,070 | — | 17,070 | | Robert Sundy II | 13,758 | 5,628 | 19,386 |

  91. Outstanding Equity Awards at 2023 Fiscal Year-End

    (a)Three-year performance period ends FY 2025 (April 2025). (b)Three-year performance period ends FY 2024 (April 2024).

  92. Outstanding Equity Awards at 2023 Fiscal Year-End

    | 2023 Proxy Statement | 55 |

  93. FY 2023 Option Exercises and Stock Vested

    FY 2023 Option Exercises and Stock Vested The following table provides details for each of the NEOs regarding stock awards that vested during FY 2023. During FY 2023, none of our NEOs exercised stock options.

  94. FY 2023 Option Exercises and Stock Vested

    | Name | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Melinda D. Whittington | — | — | 16,976 | 452,048 | | Robert G. Lucian | — | — | 4,162 | 112,657 | | Otis S. Sawyer | — | — | 7,928 | 222,497 | | Michael A. Leggett | — | — | 1,250 | 33,288 | | Robert Sundy II | — | — | 3,527 | 94,599 |

  95. FY 2023 Option Exercises and Stock Vested

    (1)The dollar value of the vested performance-based shares is based on the closing price of the company’s common stock on April 28, 2023 (the last trading day of FY 2023). The dollar value of the vested restricted shares reflects the total pre-tax value realized (based on the closing price of the company's common stock on the vesting date).

  96. FY 2023 Non-Qualified Deferred Compensation Plans

    FY 2023 Non-Qualified Deferred Compensation Plans As described in the Compensation Discussion and Analysis above, FY 2022 was the last year in which the company made contributions on behalf of the NEOs under the Performance Compensation Retirement Plan. During FY 2023, our NEOs remained eligible to receive earnings credits under our Performance Compensation Retirement Plan, and were also eligible to participate in our Executive Deferred Compensation Plan. The following table provides details for the NEOs regarding the Performance Compensation Retirement Plan.

  97. FY 2023 Non-Qualified Deferred Compensation

    FY 2023 Non-Qualified Deferred Compensation

  98. FY 2023 Non-Qualified Deferred Compensation

    FY 2023 Non-Qualified Deferred Compensation

  99. FY 2023 Estimated Payments Upon Termination or Change in Control

    FY 2023 Estimated Payments Upon Termination or Change in Control This section presents the estimated incremental payments that would be made to the NEOs upon termination of their employment. Estimated payouts are provided for the following termination events: •Amounts payable upon termination, regardless of manner. •Amounts potentially payable upon disability, retirement or death. •Amounts potentially payable upon a change in control and a subsequent involuntary termination without cause or termination by the NEO with "good reason" under the terms of the change in control severance agreements. •Amounts potentially payable upon involuntary termination without cause or termination by the NEO with “good reason” under the terms of the severance plan.

  100. Table of Estimated Payments Upon Termination or Change in Control

    Table of Estimated Payments Upon Termination or Change in Control In the following table, we estimate incremental payments (payable as the result of the specified termination event) that would have been payable to NEOs in the event of change in control, disability, retirement, death, or involuntary termination under the terms of the severance plan. The value of equity awards is based on the closing price of $28.73 of the company’s stock on April 28, 2023 (the last trading day of FY 2023). The amounts provided below are estimates of amounts that would have been payable. The actual amounts paid in future years, if any, will depend on the executive’s pay, terms of separation, severance plan, and change-in-control agreement in place, and the company’s stock price at the time of termination.

  101. Table of Estimated Payments Upon Termination or Change in Control

    | Name and Benefit | Change in Control ($)(1) | Retirement ($)(2)(3)(4) | Disability ($)(2)(4) | Death ($)(2)(5) | Involuntary Termination Other than for Cause or Resignation with Good Reason Under Severance Plan ($) | | Melinda D. Whittington | | | | | | | Base Salary (3 times annual salary) | 2,850,000 | — | — | — | — | | Annual Incentive (3 times average actual MIP amount paid in prior 3 years) | 2,349,466 | — | — | — | — | | Stock Options (accelerated vesting) | 458,060 | — | 458,060 | 458,060 | — | | Restricted Shares/Units (accelerated vesting) | 982,911 | — | 982,911 | 982,911 | — | | Performance-Based Shares/Units (accelerated vesting) | 3,007,543 | — | 925,135 | 925,135 | — | | Broad-Based Benefits(6) | 59,508 | — | — | — | 39,672 | | Severance Payment | — | — | — | — | 3,466,311 | | Total Incremental Pay(7) | 9,707,488 | — | 2,366,106 | 2,366,106 | 3,505,983 | | Robert G. Lucian | | | | | | | Base Salary (2 times annual salary) | 1,000,000 | — | — | — | — | | Annual Incentive (2 times average actual MIP amount paid in prior 3 years) | 515,570 | — | — | — | — | | Stock Options (accelerated vesting) | 109,736 | — | 109,736 | 109,736 | — | | Restricted Shares/Units (accelerated vesting) | 263,885 | — | 263,885 | 263,885 | — |

  102. Table of Estimated Payments Upon Termination or Change in Control

    | 2023 Proxy Statement | 59 |

  103. Table of Estimated Payments Upon Termination or Change in Control

    | Name and Benefit | Change in Control ($)(1) | Retirement ($)(2)(3)(4) | Disability ($)(2)(4) | Death ($)(2)(5) | Involuntary Termination Other than for Cause or Resignation with Good Reason Under Severance Plan ($) | | Performance-Based Shares/Units (accelerated vesting) | 731,351 | — | 222,974 | 222,974 | — | | Broad-Based Benefits(6) | 18,780 | — | — | — | 9,390 | | Severance Payment | — | — | — | — | 757,785 | | Total Incremental Pay(7) | 2,639,322 | — | 596,595 | 596,595 | 767,175 | | Otis S. Sawyer(8) | | | | | | | Base Salary (2 times annual salary) | — | — | — | — | — | | Annual Incentive (2 times average actual MIP amount paid in prior 3 years) | — | — | — | — | — | | Stock Options (accelerated vesting) | — | 108,441 | — | — | | | Restricted Shares/Units (accelerated vesting) | — | 204,069 | — | — | — | | Performance-Based Shares/Units (accelerated vesting) | — | 185,136 | — | — | — | | Broad-Based Benefits(6) | — | — | — | — | — | | Severance Payment | — | — | — | — | — | | Total Incremental Pay(7) | — | 497,646 | — | — | — | | Michael A. Leggett | | | | | | | Base Salary (2 times annual salary) | 820,200 | — | — | — | — | | Annual Incentive (2 times average actual MIP amount paid in prior 3 years) | 187,006 | — | — | — | — | | Stock Options (accelerated vesting) | 68,355 | — | 68,355 | 68,355 | — | | Restricted Shares/Units (accelerated vesting) | 254,864 | — | 254,864 | 254,864 | — | | Performance-Based Shares/Units (accelerated vesting) | 358,981 | — | 70,618 | 70,618 | — | | Broad-Based Benefits(6) | 24,019 | — | — | — | 12,010 | | Severance Payment | — | — | — | — | 503,603 | | Total Incremental Pay(7) | 1,713,425 | — | 393,837 | 393,837 | 515,613 | | Robert Sundy II | | | | | | | Base Salary (2 times annual salary) | 886,600 | — | — | — | — | | Annual Incentive (2 times average actual MIP amount paid in prior 3 years) | 368,519 | — | — | — | — | | Stock Options (accelerated vesting) | 55,093 | — | 55,093 | 55,093 | — | | Restricted Shares/Units (accelerated vesting) | 336,400 | — | 336,400 | 336,400 | — | | Performance-Based Shares/Units (accelerated vesting) | 380,242 | — | 117,420 | 117,420 | — | | Broad-Based Benefits(6) | 12,825 | — | — | — | 6,413 | | Severance Payment | — | — | — | — | 627,560 | | Total Incremental Pay(7) | 2,039,679 | — | 508,913 | 508,913 | 633,973 |

  104. Table of Estimated Payments Upon Termination or Change in Control

    (1)Amounts shown for performance-based shares/units reflect their values as of April 29, 2023, as if the entire three-year performance period had been completed, computed based on estimated financial performance information available at that time. In the case of each such payment, other than accelerated vesting of the performance-based shares/units, these calculations assume that the NEO undergoes a qualifying termination of employment immediately following the change-in-control. (2)Reflects value as of April 29, 2023, of all outstanding unvested stock options.

  105. Table of Estimated Payments Upon Termination or Change in Control

    | 60 | La-Z-Boy Incorporated |

  106. Table of Estimated Payments Upon Termination or Change in Control

    (3)Ms. Whittington, Mr. Lucian, Mr. Leggett, and Mr. Sundy are not eligible for retirement. (4)Amounts shown for performance-based shares/units reflect their values as of April 29, 2023, based on targets for FY 2022 and FY 2023 and actual performance against those targets. In its discretion, the Compensation Committee may reduce or eliminate payments that otherwise would be made under these awards upon disability or retirement. (5)Amounts shown for performance-based shares/units reflect their values as of April 29, 2023, based on targets for FY 2022 and FY 2023 and actual performance against those targets. In its discretion, the Compensation Committee may eliminate payments that otherwise would be made under these awards upon death. (6)Change in Control: two years’ (three years for CEO) continuation of medical and dental coverage. Severance Plan: continuation of medical and dental insurance while the executive receives severance. (7)Under the terms of the change-in-control severance agreements, if the payments and benefits to an NEO under his or her respective change-in-control severance agreement would subject the NEO to the excise tax imposed by Section 4999 of the Internal Revenue Code, then such payments will be reduced by the minimum amount necessary to avoid such excise tax, if such reduction would result in the NEO receiving a higher net after-tax amount. The amounts reflected in this table do not reflect the application of any such reduction in compensation or benefits pursuant to the terms of the change-in-control severance agreements. (8)Mr. Sawyer retired from the company in June 2023 and received the retirement vesting set forth in this table. Mr. Sawyer continued to receive his base salary following his transition to a non-executive role following the fiscal year end through his retirement date.

  107. CEO Pay Ratio

    CEO Pay Ratio For FY 2023, our last completed fiscal year, the median annual total compensation of all our employees (other than our CEO) was $32,234 and the annual total compensation of our CEO was $5,983,987. Accordingly, the ratio of our CEO’s annual total compensation to the median annual compensation of all other employees was estimated to be 186:1. We believe this ratio is a reasonable estimate calculated in a manner consistent with applicable SEC rules. Since February 1, 2021, the date as of which we last identified our median employee, our company experienced changes in our employee population. Accordingly, we recalculated the median employee in FY 2023, pursuant to SEC executive compensation disclosure rules. To identify, and to determine the annual total compensation of, the median employee, we used the following methodology and assumptions: •We collected the compensation data of all of our employees globally, as of February 1, 2023, for the prior twelve-month period. •We annualized compensation for newly hired employees who were hired between February 1, 2022 and January 31, 2023. However, we did not annualize compensation for employees who were rehired or furloughed during such period and did not make full-time equivalent adjustments for any part-time employees. In addition, we did not utilize the de minimis exception for employees in other countries, statistical sampling or other similar methods, or any cost-of-living adjustment, which approaches are allowed under SEC regulations, in calculating the pay ratio. •Any compensation in non-U.S. currencies was converted to U.S. dollars using exchange rates as of February 1, 2023. •We used total compensation received as our consistently applied compensation measure, calculated as the sum of the following amounts: (i) base pay (including overtime for hourly employees), (ii) bonuses (including non-cash equivalents) and sales commissions, and (iii) with respect to employees on the Mexican payroll system, cash allowances. We calculated the median employee’s FY 2023 annual total compensation using the same methodology we used in the FY 2023 Summary Compensation Table.

  108. CEO Pay Ratio

    | 2023 Proxy Statement | 61 |

  109. Pay Versus Performance

    Pay Versus Performance Pursuant to Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, the Pay Versus Performance Table (set forth below) is required to include “Compensation Actually Paid,” as calculated per SEC disclosure rules, to the company’s principal executive officer (“PEO”) and the company’s non-PEO NEOs, as noted below. “Compensation Actually Paid” represents a new required calculation of compensation that differs significantly from the Summary Compensation Table calculation of compensation, the NEO’s realized or earned compensation, as well as from the way in which the Compensation Committee views annual compensation decisions, as discussed in the Compensation Discussion and Analysis. The amounts in the table below are calculated in accordance with SEC rules and do not represent amounts actually earned or realized by NEOs, including with respect to performance-based share awards, stock options and restricted share/unit awards, which remain subject to forfeiture if the vesting conditions are not satisfied.

  110. Pay Versus Performance

    | Pay Versus Performance | | | | | | | | | | | | | | | | | | | Value of Initial Fixed $100 Investment Based On: (4) | | | | | Year(1) | Summary Compensation Table Total for Whittington ($)(2) | Summary Compensation Table Total for Darrow ($)(2) | Compensation Actually Paid to Whittington ($)(3) | Compensation Actually Paid to Darrow ($)(3) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(2) | Average Compensation Actually Paid to Non-PEO NEOs ($)(3) | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($)(5) | Net Income ($000) | Sales ($000)(6) | | FY 2023 | 5,983,987 | N/A | 6,667,375 | N/A | 1,549,759 | 1,683,115 | 143.95 | 172.75 | 150,664 | 2,349,433 | | FY 2022 | 5,798,794 | N/A | 3,020,052 | N/A | 1,662,812 | 720,942 | 128.27 | 174.70 | 150,017 | 2,356,811 | | FY 2021 | N/A | 6,710,425 | N/A | 14,512,272 | 1,755,984 | 3,279,190 | 207.10 | 250.51 | 106,461 | 1,734,244 |

  111. Pay Versus Performance

    (1)The PEO and NEOs for the applicable fiscal years were as follows: a.FY 2023: Melinda D. Whittington served as the company's PEO for the entirety of FY 2023 and the company's other NEOs were: Robert G. Lucian, Otis S. Sawyer, Michael A. Leggett, and Robert Sundy II. b.FY 2022: Melinda D. Whittington served as the company's PEO for the entirety of FY 2022 and the company's other NEOs were: Robert G. Lucian, Darrell D. Edwards, Otis S. Sawyer, and Raphael Z. Richmond. c.FY 2021: Kurt L. Darrow served as the company's PEO for the entirety of FY 2021 and the company's other NEOs were: Melinda D. Whittington, Darrell D. Edwards, Otis S. Sawyer, and Stephen K. Krull. (2)Amounts reported in this column represent (i) the total compensation reported in the Summary Compensation Table for the applicable year(s) in which the individual served as PEO (in the case of Ms. Whittington and Mr. Darrow) and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable fiscal year for the company’s NEOs reported for the applicable year other than the PEOs for such years. (3)To calculate compensation actually paid, adjustments were made to the amounts reported in the Summary Compensation Table for the applicable years. A reconciliation of the adjustments for Ms. Whittington and Mr. Darrow (in the applicable year(s) in which such individuals served as PEO) and for the average of the other NEOs is set forth following the footnotes to this table. (4)Pursuant to the rules of the SEC, the comparison assumes $100 was invested on April 25, 2020 in our common stock. Historic stock price performance is not necessarily indicative of future stock price performance. (5)The company used the Dow Jones U.S. Furnishings Index for its Total Shareholder Return (“TSR”) Peer Group. This is the same peer group used for purposes of the 2023 Annual Report. (6)For FY 2023, the Compensation Committee determined that sales continues to be viewed as a core driver of the company’s performance and stockholder value creation and is used as a component in the company’s FY 2023 MIP and FY 2023 - 2025 long-term equity incentive program. Sales is measured on a GAAP basis and does not reflect any adjustments. Please see the Compensation Discussion and Analysis for further information regarding the use of sales in the company's executive compensation program.

  112. Pay Versus Performance

    | 62 | La-Z-Boy Incorporated |

  113. Pay Versus Performance

    | CAP Adjustments | | | | | | | | | | | Year | Summary Compensation Table Total ($)(a) | Minus Grant Date Fair Value of Stock Option and Stock Awards Granted in Fiscal Year ($)(b) | Plus Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Option and Stock Awards Granted in Fiscal Year ($)(c) | Plus/(Minus) Change in Fair Value of Outstanding and Unvested Stock Option and Stock Awards Granted in Prior Fiscal Years ($)(d) | Plus/(Minus) Fair Value at Vesting of Stock Option and Stock Awards Granted in Fiscal Year that Vested During Fiscal Year ($)(e) | Plus/(Minus) Change in Fair Value as of Vesting Date of Stock Option and Stock Awards Granted in Prior Years for which Applicable Vesting Conditions Were Satisfied During Fiscal Year ($)(f) | Minus Fair Value as of Prior Fiscal Year-End of Stock Option and Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions During Fiscal Year ($)(g) | Plus Dollar Value of Dividends or Other Earnings Paid on Stock Awards in Fiscal Year and Prior to Vesting Date ($)(h) | Equals Compensation Actually Paid ($) | | Melinda D. Whittington | | | | | | | | | | | FY 2023 | 5,983,987 | (3,535,586) | 4,172,324 | 111,389 | — | (84,103) | — | 19,364 | 6,667,375 | | FY 2022 | 5,798,794 | (2,699,687) | 1,399,838 | (1,115,543) | — | (369,278) | — | 5,928 | 3,020,052 | | Kurt L. Darrow | | | | | | | | | | | FY 2021 | 6,710,425 | (2,855,441) | 5,256,100 | 3,860,777 | — | 1,534,518 | — | 5,893 | 14,512,272 | | Non-PEOs (Average) (i) | | | | | | | | | | | FY 2023 | 1,549,759 | (657,470) | 775,876 | 22,396 | — | (13,725) | — | 6,279 | 1,683,115 | | FY 2022 | 1,662,812 | (535,139) | 277,482 | (484,233) | — | (201,653) | — | 1,673 | 720,942 | | FY 2021 | 1,755,984 | (580,383) | 1,068,302 | 770,560 | — | 262,213 | — | 2,514 | 3,279,190 |

  114. Pay Versus Performance

    a.Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year. With respect to the non-PEOs, amount shown represent averages. b.Represents the grant date fair value of the stock option and stock awards granted during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. c.Represents the fair value as of the indicated fiscal year-end of the outstanding and unvested option awards and stock awards granted during such fiscal year, computed in accordance with the methodology used for financial reporting purposes and, in the case of performance-based share awards, are valued based on the probable outcome of the underlying performance-based vesting conditions as of the applicable fiscal-year end. d.Represents the change in fair value during the indicated fiscal year of the outstanding and unvested option awards and stock awards held by the applicable NEO, granted in previous fiscal years, as of the last day of the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes and, for performance-based share awards, based on the probable outcome of the underlying performance-based vesting conditions as of the last day of the fiscal year. e.Represents the fair value at vesting of the option awards and stock awards that were granted and vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. f.Represents the change in fair value, measured from the prior fiscal year-end to the vesting date, of each option award and stock award that was granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. g.Represents the fair value as of the last day of the prior fiscal year of the option award and stock awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. h.Represents the dollar value of any cash dividends or other earnings paid on stock awards in the indicated fiscal year and prior to the vesting date that are not otherwise included in the total compensation for the indicated fiscal year. i.See footnote 1 above for the non-PEOs included in the average for each year. As discussed above, Ms. Whittington is included in the average for the non-PEOs for FY 2021.

  115. Pay Versus Performance

    | 2023 Proxy Statement | 63 |

  116. Pay Versus Performance

    Relationship Between Pay and Performance We believe the “Compensation Actually Paid” in each of the years reported above and over the three-year cumulative period are reflective of the Compensation Committee’s philosophy to create and reinforce a pay for performance culture as the “Compensation Actually Paid” fluctuated year-over-year, primarily due to our stock performance and our varying levels of achievement against pre-established performance goals under our MIP and long-term equity incentive program, including sales, operating margin, operating cash flow, and relative TSR. TSR: Company versus Peer Group and Compensation Actually Paid As shown in the chart below, our three-year cumulative TSR for the period of FY21 through FY23 is slightly less than the three-year cumulative TSR for companies included in our peer group TSR. As this chart demonstrates, Compensation Actually Paid for our PEOs and our other NEOs was generally aligned with our TSR during the applicable period.

  117. Pay Versus Performance

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  118. Pay Versus Performance

    Compensation Actually Paid versus Sales (Company Selected Measure) The chart below demonstrates the relationship between Compensation Actually Paid amounts for our PEOs and each of our other NEOs and our sales for the applicable fiscal year. Variations in the Compensation Actually Paid amounts for our PEOs and other NEOs are due in large part to the significant emphasis the company places on long-term equity incentives, the value of which fluctuates based on the vesting level of our performance-based equity awards and changes in stock price over time. Compensation Actually Paid versus Net Income The chart below demonstrates the relationship between Compensation Actually Paid amounts for our PEOs and our other NEOs and our net income. Net income is not a direct component of our executive compensation program, although it is correlated with other components of our executive compensation program, such as our operating margin metric. Variations in the Compensation Actually Paid amounts for our PEOs and other NEOs are due in large part to the significant emphasis the company places on long-term equity incentives, the value of which fluctuates based on the vesting level of our performance-based equity awards and changes in stock price over time.

  119. Pay Versus Performance

    | 2023 Proxy Statement | 65 |

  120. Pay Versus Performance

    The following is a list of financial performance measures, which in the company’s assessment represent the most important financial performance measures used by the company to link Compensation Actually Paid to the NEOs for FY 2023: •Sales •Operating Margin •Operating Cash Flow •Relative TSR •Stock Price (through the use of stock options and equity-based awards) Proposal 4: Approval, through a Non-Binding Advisory Vote, of the Frequency of Future Advisory Votes to Approve the Compensation of our Named Executive Officers Section 14A of the Exchange Act provides that shareholders must be given the opportunity to vote, on a non-binding advisory basis, for their preference as to how frequently we should seek future advisory votes on the compensation of our named executive officers, as disclosed in accordance with the compensation disclosure rules of the SEC. By voting on this proposal, shareholders may indicate whether they would prefer that we conduct future advisory votes to approve the compensation of the named executive officers once every one, two, or three years. Shareholders also may, if they wish, abstain from casting a vote on this proposal. Our Board of Directors has determined that an annual advisory vote to approve the compensation of named executive officers will allow our shareholders to provide the most timely input on La-Z-Boy’s executive compensation philosophy and practices as disclosed in the proxy statement each year. The vote is advisory, which means that the vote is not binding on La-Z-Boy, our Board, or the Compensation Committee. Shareholders may cast a vote on the preferred voting frequency by selecting the option of one year, two years, or three years (or abstain) when voting in response to this proposal. The proxy card enables shareholders to vote for “1 year,” “2 years,” or “3 years” or to abstain. The proposal will be considered adopted with whichever of the three alternative intervals receives the most votes as expressing our shareholders’ preference, even if none of the alternatives receives a majority of the votes cast. While Michigan law and our governing documents generally require approval by a majority of votes cast for official shareholder action, this proposal is advisory and non-binding in nature and is therefore not required to be approved by majority vote.

  121. Pay Versus Performance

    | • | ON PROPOSAL 4, THE BOARD RECOMMENDS YOU VOTE FOR “1 YEAR” AS THE PREFERRED FREQUENCY FOR FUTURE ADVISORY VOTES TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. |

  122. Pay Versus Performance

    | 66 | La-Z-Boy Incorporated |