DEF 14A of La-Z-Boy Inc, Jul 16, 2025

DEF 14A of La-Z-Boy Inc

Filed Jul 16, 2025 · FY20250000057131-25-000070

Open on EDGAR

  1. Summary of Executive Compensation Practices

    | What We Do | | What We Don't Do | | | | Pay for performance – Our named executive officer (“NEO”) compensation program emphasizes variable pay over fixed pay. A majority of NEO target annual compensation is at-risk and linked to our financial and/or stock performance | | Do not provide employment agreements | | | Establish and monitor compliance with stock ownership guidelines for executives – Our expectations for stock ownership further align our NEOs’ interests with those of our shareholders | | Do not gross up excise taxes upon a change in control | | | Use relative total shareholder return in long-term performance-based unit awards | | Do not reprice options without shareholder approval | | | Mitigate undue risk – We have maximum caps on potential incentive payments and a clawback policy on performance-based compensation | | Do not pay dividends or dividend equivalents on unearned performance-based shares or units | | | Appoint only independent directors to the Compensation and Talent Oversight Committee (or the “Compensation Committee”) | | Do not have single trigger vesting of equity-based awards upon a change in control | | | The Compensation Committee engages an independent compensation consultant to assist it and the Board with executive compensation program design and review | | Do not provide excessive perquisites | | | 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 | | |

  2. BOARD AND CORPORATE GOVERNANCE MATTERS

    BOARD AND CORPORATE GOVERNANCE MATTERS Proposal 1: Election of Directors The Board of Directors has nominated nine 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. One of our current directors, Sarah Gallagher, will retire from the Board as of the Annual Meeting, consistent with the policy on director retirement age in our Corporate Governance Guidelines. Another of our current directors, James P. Hackett, is not standing for re-election. Accordingly, the size of the Board will be nine directors effective as of the Annual Meeting. Proxies cannot be voted for a greater number of persons than the nominees named in this Proxy Statement. The Board has determined, upon the recommendation of the Nominating and Governance Committee, to nominate the nine individuals shown below, each of whom is currently serving as a director, for election at the Annual Meeting. In addition, the Board remains committed to seeking additional expertise and fresh perspectives to advance our strategy. The nine director nominees are:

  3. BOARD AND CORPORATE GOVERNANCE MATTERS

    | Erika L. Alexander | Janet E. Kerr | Rebecca L. O'Grady | | Matthew H. Baer | Mark S. LaVigne | Lauren B. Peters | | Raza S. Haider | Michael T. Lawton | Melinda D. Whittington |

  4. BOARD AND CORPORATE GOVERNANCE MATTERS

    Each director nominee has consented to being named in this Proxy Statement and has agreed to serve if elected. Mr. Baer, who was elected to our Board effective January 1, 2025, was 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. Baer was reviewed as a director candidate by our Nominating and Governance Committee, which recommended his 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. The director nominees who receive the highest through the ninth 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.

  5. BOARD AND CORPORATE GOVERNANCE MATTERS

    | | The Board recommends that you vote “FOR” the election of each of the nine Director Nominees named in this Proxy Statement. |

  6. BOARD AND CORPORATE GOVERNANCE MATTERS

    | 6 | La-Z-Boy Incorporated |

  7. BOARD AND CORPORATE GOVERNANCE MATTERS

    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, and time commitments of our current directors and director nominees. The following chart summarizes each director nominee’s key experience, skills, and other qualifications.

  8. BOARD AND CORPORATE GOVERNANCE MATTERS

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

  9. BOARD AND CORPORATE GOVERNANCE MATTERS

    | 2025 Proxy Statement | 7 |

  10. BOARD AND CORPORATE GOVERNANCE MATTERS

    | 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 Incorporated 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 Incorporated’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 Securities and Exchange Commission (“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 | | | 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. | Expand La-Z-Boy Brand Reach & Profitably Grow Joybird Brand | | | 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 | | | 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 | | | 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 | | | 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, employee engagement and belonging, all areas that are drivers of long-term shareholder value. | Enhance Enterprise Capabilities - Human-Centered 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 |

  11. BOARD AND CORPORATE GOVERNANCE MATTERS

    | 8 | La-Z-Boy Incorporated |

  12. BOARD AND CORPORATE GOVERNANCE MATTERS

    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 and 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 75 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. As stated in our Corporate Governance Guidelines, the Board expects director candidates to be highly qualified individually, and together to contribute to a Board that has a great depth of experience, expertise, and skills relevant to our business, as well as a broad range of perspectives developed by a lifetime of learning and service, cultural experiences, and other influences, to address the company’s evolving needs, as reflected by our nine director nominees:

  13. BOARD AND CORPORATE GOVERNANCE MATTERS

    | 2025 Proxy Statement | 9 |

  14. BOARD AND CORPORATE GOVERNANCE MATTERS

    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 2025 Annual Meeting.

  15. BOARD AND CORPORATE GOVERNANCE MATTERS

    | Erika L. Alexander | | | | | | | | | | Age: 58 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 (2021 – January 2025) •Chief Lodging Services Officer, The Americas of Marriott International, Inc. (2015 – 2020) •Formerly 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 – January 2025) 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 | | Retail | | Consumer Marketing | | | | Global Perspective | | Sourcing/ Manufacturing | | Human Capital Management | | Risk Management |

  16. BOARD AND CORPORATE GOVERNANCE MATTERS

    | 10 | La-Z-Boy Incorporated |

  17. BOARD AND CORPORATE GOVERNANCE MATTERS

    | Matthew H. Baer | | | | | | | | | | Age: 43 Director since: 2025 Committee Membership: Nominating and Governance | Executive Roles: •Chief Executive Officer of Stitch Fix, Inc., a leading online personal styling service (2023 – present) •Chief Customer & Digital Officer of Macy's, an omnichannel retail organization (2020 - 2023) •Vice President eCommerce of Walmart, an omnichannel retail organization (2016 - 2020) Public Boards: •Other Public Company Boards: Stitch Fix, Inc., a leading online personal styling service (since 2023) Key Qualifications and Board Impact: •Mr. Baer's experience as CEO of a public company driving transformation and innovation in the retail space qualifies him to serve on our Board. With his operational leadership and legal background, Mr. Baer also has experience with risk management and oversight. •With his experience in growing digital businesses and in the e-commerce channel, Mr. Baer also provides valuable insights in the Board’s oversight of the company’s technology and digital strategy. | | | | | | | | | | | Leadership Experience | | Public Company Board Experience | | Finance | | Technology and Digital | | | | Retail | | Consumer Marketing | | Global Perspective | | Sourcing/ Manufacturing | | | | Human Capital Management | | Risk Management | | | | |

  18. BOARD AND CORPORATE GOVERNANCE MATTERS

    | 2025 Proxy Statement | 11 |

  19. BOARD AND CORPORATE GOVERNANCE MATTERS

    | Raza S. Haider | | | | | | | | | | Age: 48 Director since: 2023 Committee Membership: Nominating and Governance | Executive Roles: •President, Premium Consumer Audio and Chief Supply Chain Officer of Bose Corporation, a global leader in audio systems (March 2025 – present) •Chief Product and Supply Chain Officer of Bose Corporation (2023 – March 2025) •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) •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 | | Retail | | | | Consumer Marketing | | Global Perspective | | Sourcing/ Manufacturing | | Human Capital Management | | | | Risk Management | | | | | | |

  20. BOARD AND CORPORATE GOVERNANCE MATTERS

    | 12 | La-Z-Boy Incorporated |

  21. BOARD AND CORPORATE GOVERNANCE MATTERS

    | Janet E. Kerr | | | | | | | | | | Age: 71 Director since: 2009 Committee Membership: Nominating and Governance (Chair) | Executive Roles: •Vice Chancellor, Pepperdine University (2016 – 2023) •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 Caruso 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 the Pepperdine Caruso School of Law •First holder of Laure Sudreau-Rippe Endowed Chair at the Pepperdine Caruso 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 Certificates in Artificial Intelligence (“AI”) and Generative AI 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) 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 | | | | Retail | | Consumer Marketing | | Global Perspective | | Risk Management |

  22. BOARD AND CORPORATE GOVERNANCE MATTERS

    | 2025 Proxy Statement | 13 |

  23. BOARD AND CORPORATE GOVERNANCE MATTERS

    | Mark S. LaVigne | | | | | | | | | | Age: 54 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) •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 | | | | Consumer Marketing | | Global Perspective | | Sourcing/ Manufacturing | | Human Capital Management | | | | Risk Management | | | | | | |

  24. BOARD AND CORPORATE GOVERNANCE MATTERS

    | 14 | La-Z-Boy Incorporated |

  25. BOARD AND CORPORATE GOVERNANCE MATTERS

    | Michael T. Lawton | | | | | | | | | | Age: 66 Director since: 2013 Lead Director Former Chair of the Board (until December 2024) Committee Membership: Audit Compensation and Talent Oversight | Executive Roles: •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 (2016 – August 2025) 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 | | | | Retail | | Consumer Marketing | | Global Perspective | | Sourcing/ Manufacturing | | | | Human Capital Management | | Risk Management | | | | |

  26. BOARD AND CORPORATE GOVERNANCE MATTERS

    | 2025 Proxy Statement | 15 |

  27. BOARD AND CORPORATE GOVERNANCE MATTERS

    | Rebecca L. O’Grady | | | | | | | | | | Age: 56 Director since: 2019 Committee Membership: Compensation and Talent Oversight (Chair) | Executive Roles: •Chief Executive Officer of Ripple Foods, a private dairy alternative product company (2025 – present) •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) •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 private dairy alternative product company •Director of Tropicale Foods, Inc., a private manufacturer and distributor of frozen novelty products •Director of HALO Branded Solutions, Inc., a private promotional marketing products 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. •As the CEO of a private company and with over 25 years of prior experience leading domestic and global businesses for General Mills, Inc., Ms. O'Grady provides valuable insight in the Board's oversight of risk management, human capital management and international operations. | | | | | | | | | | | Leadership Experience | | Finance | | Retail | | Consumer Marketing | | | | Global Perspective | | Sourcing/ Manufacturing | | Human Capital Management | | Risk Management |

  28. BOARD AND CORPORATE GOVERNANCE MATTERS

    | 16 | La-Z-Boy Incorporated |

  29. BOARD AND CORPORATE GOVERNANCE MATTERS

    | Lauren B. Peters | | | | | | | | | | Age: 64 Director since: 2016 Committee Membership: Audit (Chair) | Executive Roles: •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 Katharine 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 | | | | Retail | | Consumer Marketing | | Global Perspective | | Human Capital Management | | | | Risk Management | | | | | | |

  30. BOARD AND CORPORATE GOVERNANCE MATTERS

    | 2025 Proxy Statement | 17 |

  31. BOARD AND CORPORATE GOVERNANCE MATTERS

    | Melinda D. Whittington | | | | | | | | | | Age: 58 Director since: 2021 Chair of the Board Committee Membership: None | Executive Roles: •Our Board Chair (since December 2024) and President and Chief Executive Officer (since April 2021) •Our former Senior Vice President and Chief Financial Officer (2018 – April 2021) •Chief Financial Officer of Allscripts Healthcare Solutions, Inc., a publicly traded healthcare information technology solutions company (2016 – 2017) •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 | | | | Retail | | Consumer Marketing | | Global Perspective | | Sourcing/ Manufacturing | | | | Human Capital Management | | Risk Management | | | | |

  32. BOARD AND CORPORATE GOVERNANCE MATTERS

    | 18 | La-Z-Boy Incorporated |

  33. BOARD AND CORPORATE GOVERNANCE MATTERS

    Corporate Governance

  34. Communication with Directors

    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 Committee. In February 2024, the committee requested that its independent compensation consultant, Frederic W. Cook & Co., Inc., 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 Committee, the Board approved increasing the annual cash retainer from $100,000 to $105,000; the annual equity grant value from $120,000 to $135,000, as rounded up to provide for a whole number of restricted stock units ("RSUs"); the Chair of the Board retainer from $100,000 to $110,000; the Nominating and Governance Committee Chair retainer from $10,000 to $15,000; and made no other changes to director compensation for FY 2025. For FY 2025, the compensation for our non-employee directors was a combination of cash and an equity grant of RSUs, as shown below. Non-Executive Chair of the Board or Lead Director Retainer: For the portion of FY 2025 during which we had a non-executive Chair of the Board or Lead Director, an additional annual cash retainer of $110,000 or $30,000, respectively (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 $105,000. 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 $15,000, respectively. Equity Grant (RSUs): Following their election at our 2024 Annual Meeting, on August 29, 2024, we granted each non-employee director 3,372 RSUs with a grant date fair value of $135,014.88. Mr. Baer, who joined our Board effective January 1, 2025, received a prorated annual equity grant of 2,030 RSUs on January 2, 2025. Each RSU is equivalent in value to one share of our common stock. The RSUs do not include voting rights. With respect to the RSUs granted in FY 2025, (1) we award dividend equivalents 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.

  35. FY 2025 Director Compensation

    FY 2025 Director Compensation

  36. FY 2025 Director Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | RSU Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Erika L. Alexander | 105,000 | 135,015 | 4,983 | 244,998 | | Matthew H. Baer | 35,095 | 87,676 | 1,225 | 123,996 | | Sarah M. Gallagher | 105,000 | 135,015 | 18,653 | 258,668 | | James P. Hackett | 109,851 | 135,015 | 6,664 | 251,530 | | Raza S. Haider | 105,000 | 135,015 | 3,081 | 243,096 | | Janet E. Kerr | 115,190 | 135,015 | 55,570 | 305,775 | | Mark S. LaVigne | 105,000 | 135,015 | 2,936 | 242,951 | | Michael T. Lawton | 195,000 | 135,015 | 26,590 | 356,605 | | Rebecca L. O'Grady | 120,000 | 135,015 | 10,843 | 265,858 | | Lauren B. Peters | 125,000 | 135,015 | 18,653 | 278,668 |

  37. FY 2025 Director Compensation

    (1)Includes annual cash retainer, Chair of the Board retainer or Lead Director retainer, and committee Chair cash retainers, as applicable. For Mr. Baer, the amount of the annual cash retainer was prorated to reflect the dates of his election to the Board. For Mr. Hackett and Ms. Kerr, the Nominating and Governance Committee Chair cash retainer was prorated to reflect the transition in that position effective as of the annual meeting of shareholders on August 27, 2024. (2)The amounts reported in this column represent the grant date fair value of RSUs granted in FY 2025, calculated in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 based on the closing stock price as of the date of grant. As of April 26, 2025, our non-employee directors held RSUs that settle in shares of common stock as follows: Ms. Alexander – 5,809 units; Mr. Baer – 2,030; Ms. Gallagher – 22,083 units; Mr. Hackett – 7,810 units; Mr. Haider – 3,372 units; Ms. Kerr – 53,104 units; Mr. LaVigne – 3,372 units; Mr. Lawton – 31,532 units; Ms. O'Grady – 12,785 units; and Ms. Peters – 22,083 units. As of such date, our non-employee directors also held RSUs settleable in cash as follows: Ms. Kerr – 12,927 units. (3)Reflects payment (or with respect to RSUs granted following August 30, 2022, accrual) of dividend equivalents on RSUs at the time and in the amount that dividends were declared on shares of our common stock.

  38. FY 2025 Director Compensation

    | 2025 Proxy Statement | 27 |

  39. Rebecca L. O'Grady, Chair Sarah M. Gallagher James P. Hackett Michael T. Lawton

    | Roadmap | | Executive Summary Our Purpose Our Century Vision Our FY 2025 Operational Highlights Our FY 2025 Financial Results Long-Term Return to Shareholders Compensation Philosophy Pay-for-Performance Overview CEO Pay-for-Performance Alignment Say-on-Pay Vote and Shareholder Engagement Overview of Key Compensation Practices | | Executive Compensation Framework Compensation Objectives Compensation Mix Overview of Executive Compensation Program Elements | | Determining Executive Compensation Compensation Committee's Role Pay-Setting Process Methodology and Peer Group | | CEO and Other NEO Compensation Base Salaries Incentive Compensation Retirement Benefits | | Governance Features and Other Benefits Executive Management Stock Ownership Guidelines Severance Benefits Recoupment of Incentive Payments |

  40. Pay-for-Performance Overview

    | 2025 MIP 103% Payout | Sales and operating margin were the two performance metrics measured by the MIP for FY 2025. Although FY 2025 company financial performance fell below the target performance goal for operating margin, it was above the target performance level for the sales performance goal due to strong sales performance. As a result, NEOs received a FY 2025 MIP payout that was slightly above the target payout level, commensurate with the achievement level of the pre-established performance goals. | | 2023-2025 LTIP 133% Payout | Sales and operating cash flow were two of the performance metrics that were measured for the FY 2023-2025 performance-based unit award. Over the three-year performance period, our company financial performance on sales was between the target and maximum performance goals in one of the three annual periods and was below the target performance goals in the remaining two annual periods. Our performance was over the maximum performance goal for operating cash flow in one of the three annual periods, was below the target performance goal in one of the annual periods, and was between target and maximum for the remaining annual period. Performance against the third metric, rTSR, was between the target and maximum performance goal for the cumulative three-year performance period. Overall, NEOs received a payout for the FY 2023-2025 performance-based unit award that was above the target vesting level, commensurate with the achievement level of the pre-established performance goals. |

  41. Overview of Key Compensation Practices

    | What We Do | | What We Don't 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 and/or stock performance | | Do not provide employment agreements | | | Establish and monitor compliance with stock ownership guidelines for executives – Our expectations for stock ownership further align our NEOs’ interests with those of our shareholders | | Do not gross up excise taxes upon a change in control | | | Use rTSR in long-term performance-based unit awards | | Do not reprice options without shareholder approval | | | Mitigate undue risk – We have maximum caps on potential incentive payments and a clawback policy on performance-based compensation | | Do not pay dividends or dividend equivalents on unearned performance-based shares or units | | | Appoint only independent directors to the Compensation Committee | | Do not have single trigger vesting of equity-based awards upon a change in control | | | The Compensation Committee engages an independent compensation consultant to assist it and the Board with executive compensation program design and review | | Do not provide excessive perquisites | | | 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 | | |

  42. Compensation Objectives

    Compensation Objectives We design our executive compensation program to: •Pay for performance. We provide the majority of our NEOs' target TDC in annual and long-term incentive awards that are earned, or fluctuate 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 TDC opportunity in the form of long-term equity incentives (for FY 2025, performance-based units and restricted stock units), the value of which is dependent on our stock price and in the case of performance-based units, our rTSR performance. •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. •Support our business strategy. We provide meaningful award opportunities that are aligned with the achievement of strategic and financial objectives. •Manage costs. In designing our executive compensation program, we take into account the cost of various elements (share usage, cash flow, and accounting impacts).

  43. Overview of Executive Compensation Program Elements

    | Component | Description | | Base Salary | Fixed compensation for services rendered. | | 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. | | Long-Term Incentives | Annual equity awards (for FY 2025, performance-based units and restricted stock units) •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. Value of the awards also fluctuates based on the company’s stock price performance. •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. | | 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 the 401(k) plan in excess of IRC limitations may be credited to the executive deferred compensation plan. |

  44. Overview of Executive Compensation Program Elements

    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 51. We believe these elements assist us in attracting and retaining quality executive talent and support continuity of our leadership.

  45. Pay-Setting Process Methodology and Peer Group

    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:

  46. Pay-Setting Process Methodology and Peer Group

    | | in similar industries | | in similar geographies | | | with a business focus on furniture | | with robust supply chain and manufacturing operations | | | with recognizable brands | | with brick-and-mortar and online retail presence | | | of similar size | | in related peer networks (e.g., proxy advisor peers, peers of peers) |

  47. Pay-Setting Process Methodology and Peer Group

    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, the Compensation Committee did not make any changes to the peer group used to evaluate FY 2025 executive compensation decisions (as compared to the peer group used to evaluate FY 2024 executive compensation decisions). 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 2025 executive compensation decisions was composed of the following 15 publicly-traded companies:

  48. FY 2025 Peer Group

    FY 2025 Peer Group

  49. FY 2025 Peer Group

    | The Aaron's Company, Inc. | HNI Corporation | Sleep Number Corporation | | Beyond, Inc. | Interface, Inc. | Steelcase Inc. | | Ethan Allen Interiors Inc. | iRobot Corporation | Somnigroup International Inc. (formerly Tempur Sealy International, Inc.) | | Haverty Furniture Companies, Inc. | MillerKnoll, Inc. | Topgolf Callaway Brands Corp. | | Helen of Troy Limited | RH | Wolverine World Wide, Inc. |

  50. FY 2025 Peer Group

    | 2025 Proxy Statement | 41 |

  51. FY 2025 Peer Group

    To aid in its oversight of our executive compensation program, in December 2023, the Compensation Committee requested that FW Cook conduct a market competitive review of target pay opportunities, comprised of base salary, short-term incentives, and long-term incentives, for each of the NEO positions. The Compensation Committee reviewed compensation practices among the compensation peer group and the industry generally in order to consider a broader perspective on market practices. With the assistance of FW Cook, the Compensation Committee reviewed a 25:75 blend of peer group and general industry survey data (adjusted based on annual revenue) in establishing target compensation levels and pay mix and evaluating whether our executive compensation policies are in line with market data. The FY 2025 target TDC of our NEOs, on average, was aligned with the median TDC for corresponding executives among the comparison companies. In addition, the Compensation Committee annually reviews current and historical compensation for the NEOs, as well as estimated amounts to be paid to the NEOs under various employment termination situations, including severance and a change in control of the company. Periodically, we also review market practices for executive retirement benefits and deferred compensation plans. Our process for setting compensation for our NEOs includes a formal, individual performance evaluation each year for each NEO. The independent members of our Board of Directors assess our CEO’s performance each year. This assessment includes an evaluation of critical areas, including strategic direction, leadership and values, effective business relationships, business results, and succession planning and management development. A third-party consultant coordinates the committee’s evaluation of the CEO’s performance focusing on the same criteria. The consultant compiles the evaluations provided by each board member and prepares a summary, which the Lead Director and Chair of the Compensation Committee review with the Board. Every third year, the evaluation of the CEO’s performance is more extensive, including feedback from the company’s other executive officers. The CEO assesses the individual performance of the other NEOs each year based on their overall performance throughout the year, accomplishment of specific goals, and their future potential within the organization, which is used in determining their compensation.

  52. Short Term Incentive Awards (Management Incentive Program)

    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 2025 MIP Payouts Were Slightly Above Target, Reflecting Solid Financial Performance in a Challenging Macroeconomic and Industry Environment Despite the continuing macroeconomic uncertainty and increased furniture industry challenges during FY 2025, the company exhibited solid performance against the FY 2025 sales and operating margin performance goals. Our company financial performance was above the target performance goal for sales, but below 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 2025 were slightly above target.

  53. Short Term Incentive Awards (Management Incentive Program)

    | 2025 Proxy Statement | 43 |

  54. FY 2025 MIP Performance Goals

    FY 2025 MIP Performance Goals FY 2025 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. To reflect the NEOs' ability to influence overall company performance 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 both prior-year results and then-current forecasted financial results. Following this review, and despite expected macroeconomic uncertainty during FY 2025, the Compensation Committee approved FY 2025 targets for sales and operating margin that were higher than FY 2024 results. Achievement between the threshold, target, and maximum performance levels is calculated using straight-line interpolation between the relevant performance levels.

  55. FY 2025 MIP Performance Goals

    | Performance Level | Payout Level (% of Target) (%) | Sales (in Millions) ($) | Operating Margin (%) | | Maximum | 200 | 2,239 | 9.6 | | Target | 100 | 2,089 | 8.1 | | Threshold | 50 | 1,839 | 5.1 | | Actual (as adjusted for compensation purposes)(1) | | 2,109 | 7.6 | | Individual Metric Payout (% of Target) | | 114% | 92% | | Individual Metric Weight | | 50% | 50% | | Overall Payout (% of Target) | | | 103% |

  56. FY 2025 MIP Performance Goals

    (1)The Compensation Committee includes certain pre-established adjustments to the operating margin performance metric to provide NEOs with an incentive to take actions that are deemed to be in the long-term interests of the business, but that might otherwise adversely affect payouts on the annual cash incentive awards. In calculating FY 2025 performance for operating margin, the following charges were excluded pursuant to the pre-established adjustments: a charge related to the goodwill impairment in our United Kingdom (“UK”) wholesale and manufacturing businesses acquired in FYs 2017 and 2022, respectively; supply chain optimization charges related to manufacturing optimization in the UK and to the impairment of fixed assets and a customer relationship intangible asset in the UK; and purchase accounting charges.

  57. FY 2025 MIP Performance Goals

    | 44 | La-Z-Boy Incorporated |

  58. FY 2025 NEO Target Awards and Payouts

    FY 2025 NEO Target Awards and Payouts For FY 2025, the Compensation Committee established target incentive awards, specified as a percentage of eligible base salary, for each NEO based on consideration of competitive market median data and the company’s historical compensation practices for employees in those salary grades. In connection with his promotion to the position of Senior Vice President and Chief Financial Officer, Mr. Luebke’s FY 2025 target incentive award opportunity was increased to 75% of his eligible base salary, effective January 1, 2025, reflecting the scope of his new position, the company's historical compensation practices with respect to such position, and market data. The company did not increase the FY 2025 target incentive award opportunities for the remaining NEOs compared to FY 2024. The NEOs have the opportunity to earn awards between 50% of their target incentive award if we meet threshold performance goals to 200% of their target incentive awards if we meet maximum performance goals. Our NEOs’ FY 2025 target awards, achieved performance levels, and actual MIP payouts were as follows:

  59. FY 2025 NEO Target Awards and Payouts

    | | FY 2025 Target Incentive (% of eligible base salary(1)) (%) | Achieved Performance Level (% of target performance) (%) | Actual FY 2025 Incentive Payout ($) | | Melinda D. Whittington | 120 | 103 | 1,261,915 | | Taylor E. Luebke(2) | 75 | 103 | 193,201 | | Michael A. Leggett | 75 | 103 | 346,861 | | Robert Sundy II | 60 | 103 | 305,299 | | Terrence J. Linz | 60 | 103 | 294,501 | | Robert G. Lucian | 75 | 103 | 415,749 |

  60. FY 2025 NEO Target Awards and Payouts

    (1)Under the terms of the MIP, determined based on base salary in effect during the fiscal year, as calculated in accordance with the company’s payroll system. (2)As a result of his promotion, Mr. Luebke’s actual FY 2025 incentive payout reflects, as specified by the 2022 Omnibus Incentive Plan, his eligible base compensation pro-rated for the portion of the fiscal year he was in his prior position and the target MIP incentive opportunity for such position, plus his eligible base compensation pro-rated for the portion of the fiscal year he served as Senior Vice President and Chief Financial Officer and his current 75% target MIP incentive opportunity.

  61. Our MIP Payout History Demonstrates the Rigor of Our Performance Goals

    Our MIP Payout History Demonstrates the Rigor of Our Performance Goals The Compensation Committee seeks to set target performance goals that are challenging but reasonably achievable with strong management performance. Maximum performance goals have been designed to be difficult to achieve given historical financial performance and the company's forecasted financial results at the time the performance metrics were approved. Over the last five fiscal years, including during a period of unprecedented demand for furniture during the COVID-19 pandemic, the actual performance results for the MIP have averaged approximately 124% of target and ranged from a low of 92% of target to a high of 150% of target as shown in the chart below. Please also see our long-term incentive payout history shown on page 50.

  62. Our MIP Payout History Demonstrates the Rigor of Our Performance Goals

    | FY | MIP Payout (as % of target) (%) | | FY 2025 | 103 | | FY 2024 | 92 | | FY 2023 | 131 | | FY 2022 | 144 | | FY 2021 | 150 | | Average Payout | 124% |

  63. Our MIP Payout History Demonstrates the Rigor of Our Performance Goals

    | 2025 Proxy Statement | 45 |

  64. Long-Term Incentive Equity Awards

    Long-Term Incentive Equity Awards The long-term incentive award provisions of our shareholder-approved 2022 Omnibus Incentive Plan and 2024 Omnibus Incentive Plan provide for equity-based compensation (restricted stock/stock unit awards, stock options, performance-based share/unit awards or other forms of equity-based compensation) that we have designed 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.

  65. FY 2025 Equity Grants

    FY 2025 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 award types, including stock options, performance-based share/unit awards, and restricted stock/stock unit 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:

  66. FY 2025 Equity Grants

    | | FY 2025 Long-Term Incentive Target (as % of base salary) (%) | | Melinda D. Whittington | 380 | | Taylor E. Luebke(1) | 175 | | Michael A. Leggett | 125 | | Robert Sundy II | 110 | | Terrence J. Linz | 110 | | Robert G. Lucian | 175 |

  67. FY 2025 Equity Grants

    (1)On occasion, the Compensation Committee makes selective equity awards to external hires or internal employees to attract talent, make whole executives who join our company or who receive mid-year promotions, and incentivize executives to remain with the company and work to enhance the value of the company's stock over time. Such compensation arrangements may be subject to clawback or vesting conditions so that the executives only receive value from such arrangements if they remain employed with the company for a specified period of time. In addition to the annual equity awards granted to Mr. Luebke in June 2025, in connection with his promotion as Senior Vice President and Chief Financial Officer, Mr. Luebke received a promotional restricted stock unit award with respect to 4,479 shares of the company's common stock with a grant date value of $200,032. The restricted stock unit award was granted to Mr. Luebke in light of his mid-year promotion in order to align his equity compensation with the market median for his new position. His restricted stock unit award will vest over a four-year period in equal installments on the first four anniversaries of the grant date, subject to his continued employment through the applicable vesting dates. Under the terms of the award agreement, Mr. Luebke will receive shares and any accrued dividends when the corresponding restricted stock units have vested. The FY 2025 Long-Term Incentive Target shown for Mr. Luebke in the table above reflects his target effective upon his promotion. Prior to promotion, he participated in the company’s regular long-term incentive program for similarly-situated employees. See the FY 2025 Grants of Plan-Based Awards table below for details regarding the annual equity awards granted to Mr. Luebke in June 2024. In setting the long-term incentive award targets for Ms. Whittington, in particular, the Compensation Committee considered the input of FW Cook with respect to TDC and made adjustments to further align her target long-term incentive award opportunity with market median. As a result, Ms. Whittington’s target was increased from 360% to 380%. Mr. Luebke’s initial FY 2025 long-term incentive award target, set in early FY 2025, was set based on the company’s historical compensation practices with respect to his then-current position. The long-term incentive award targets for the other NEOs, which remained unchanged compared to FY 2024, were based on historical compensation practices with respect to their roles and their relative positioning versus market median.

  68. FY 2025 Equity Grants

    | 46 | La-Z-Boy Incorporated |

  69. FY 2025 Equity Grants

    For the FY 2025 long-term incentive awards, the Compensation Committee maintained the same equity mix as FY 2024, with 50% restricted stock units and 50% performance-based units. Early in FY 2025, pursuant to the prior 2022 Omnibus Incentive Plan, we granted performance-based units and restricted stock units to our NEOs.

  70. Restricted Stock Unit Awards (50% of total FY 2025 long-term incentive opportunity)

    Restricted Stock Unit Awards (50% of total FY 2025 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 stock unit awards only if they are still employed by the company when the awards vest, except in the case of certain qualifying terminations of employment. The value of any earned shares depends on La-Z-Boy Incorporated's future stock price. For our NEOs, the restricted stock units granted in FY 2025 vest in equal installments over four years (25% per year).

  71. Performance-Based Unit Awards (50% of total FY 2025 long-term incentive opportunity)

    Performance-Based Unit Awards (50% of total FY 2025 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, except in the case of certain qualifying terminations of employment. The value of any earned shares depends on La-Z-Boy Incorporated’s future stock price and the company's achievement against the pre-established financial and rTSR performance goals. 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 2025, 2026, and 2027, 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.

  72. Performance-Based Unit Awards (50% of total FY 2025 long-term incentive opportunity)

    | Metric (Total Weight) | FY 2025 Weight (%) | FY 2026 Weight (%) | FY 2027 Weight (%) | | Sales Growth (25%) | 8.33 | 8.33 | 8.33 | | Operating Cash Flow (25%) | 8.33 | 8.33 | 8.33 | | Total Share Allocation by Year | 16.66 | 16.66 | 16.66 | | rTSR (50%)(1) | 50 | | |

  73. Performance-Based Unit Awards (50% of total FY 2025 long-term incentive opportunity)

    (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 2025-FY 2027. NEOs 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.

  74. Performance-Based Unit Awards (50% of total FY 2025 long-term incentive opportunity)

    | 2025 Proxy Statement | 47 |

  75. Performance-Based Unit Awards (50% of total FY 2025 long-term incentive opportunity)

    The Compensation Committee utilized sales performance as an element in both the company’s FY 2025 MIP and FY 2025-2027 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.

  76. Prior LTIP Equity Grant Performance Achievement and Payouts

    Prior LTIP Equity Grant Performance Achievement and Payouts Each of our NEOs that received the FY 2023 grant were eligible to earn payouts on the performance-based unit awards granted in FY 2023 for the three-year performance period that concluded at the end of our FY 2025. The design and structure of these performance-based units was similar to those subsequently granted in FY 2024 and FY 2025. 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 2025 Option Exercises and Stock Vested table on page 59.

  77. Performance Period FY 2023-2025 – Overall payout of 133% of target

    Performance Period FY 2023-2025 – Overall payout of 133% of target

  78. Performance Period FY 2023-2025 – Overall payout of 133% of target

    | | 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 2023 | Maximum | $2,633 | $183.8 | Maximum 75th percentile | $2,349 | $208.2 | 64th Percentile | 88% | 200% | 157% | | | Target | $2,433 | $141.0 | | | | | | | | | | Threshold | $2,083 | $58.3 | | | | | | | | | FY 2024 | Maximum | $2,596 | $261.1 | Target 50th percentile | $2,047 | $163.7 | | 50% | 67% | | | | Target | $2,396 | $218.3 | | | | | | | | | | Threshold | $2,046 | $135.6 | | | | | | | | | FY 2025 | Maximum | $2,288 | $215.3 | Threshold 25th percentile | $2,109 | $189.6 | | 111% | 140% | | | | Target | $2,088 | $172.5 | | | | | | | | | | Threshold | $1,738 | $89.8 | | | | | | | |

  79. Performance Period FY 2023-2025 – Overall payout of 133% of target

    The Compensation Committee includes certain pre-established adjustments to the operating cash flow performance metric to provide NEOs with an incentive to take actions that are considered to be in the long-term interests of the business, but that might otherwise adversely affect payouts on the awards. In calculating FY 2025 performance for operating cash flow, pursuant to the pre-established adjustments, supply chain optimization charges related to manufacturing optimization in the UK and purchase accounting charges related to acquisitions were excluded. The performance-based equity awards granted in FY 2024 and FY 2025 provide NEOs with the opportunity to earn a portion of the awards based on sales and operating cash flow targets established for each of the three years covered by the grant and based on the company's rTSR versus the constituents of the S&P 600 Consumer Durables and Apparel sub-index over the three-year performance period. Performance goals and results for performance through the end of FY 2025 are shown in the following tables. For the rTSR component, threshold, target, and maximum performance levels are the 25th, 50th, and 75th percentiles, respectively. While we set the sales and operating cash flow goals for each of the three years at the start of the performance period, we do not disclose the sales and operating cash flow goals for uncompleted years, because we believe doing so would cause competitive harm.

  80. Performance Period FY 2023-2025 – Overall payout of 133% of target

    | 48 | La-Z-Boy Incorporated |

  81. Performance Period FY 2024-2026

    | | 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 2024 | $2,150 | $172.4 | Target 50th percentile | $2,047 | $163.7 | 83% | 94% | | FY 2025 | $2,067 | $168.1 | | $2,109 | $189.6 | 121% | 150% | | FY 2026 (in process) | | | | | | | |

  82. Performance Period FY 2025-2027

    | | 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 2025 | $2,089 | $183.6 | Target 50th percentile | $2,109 | $189.6 | 114% | 118% | | FY 2026 (in process) | | | | | | | | | FY 2027 | | | | | | | |

  83. Our LTI Payout History Demonstrates the Rigor of Our Performance Goals

    Our LTI Payout History Demonstrates the Rigor of Our Performance Goals The Compensation Committee seeks to set target performance goals that are challenging but reasonably achievable with strong management performance. Maximum performance levels have been designed to be difficult to achieve given historical financial performance and the company's forecasted financial results at the time the performance metrics were approved. Over the last five fiscal years, the actual performance results for the performance-based share or unit awards have averaged approximately 97% of target and ranged from a low of 66% of target to a high of 133% of target as shown in the chart below:

  84. Our LTI Payout History Demonstrates the Rigor of Our Performance Goals

    | FY Award | Performance Cycle | Payout Achievement (%) | | FY 2023 | FY23-24-25 | 133 | | FY 2022 | FY22-23-24 | 66 | | FY 2021 | FY21-22-23 | 84 | | FY 2020 | FY20-21-22 | 89 | | FY 2019 | FY19-20-21 | 111 | | Average Payout | | 97% |

  85. Severance Benefits

    Severance Benefits

  86. Named Executive Officer Change-in-Control Agreements

    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,

  87. Named Executive Officer Change-in-Control Agreements

    | 2025 Proxy Statement | 51 |

  88. Named Executive Officer Change-in-Control Agreements

    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 2024 Omnibus Incentive Plan or prior equity plans 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 60-65.

  89. Named Executive Officer Severance Plan

    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. 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 60-65. 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. In connection with his retirement, Mr. Lucian did not receive any cash severance benefits, but received retirement vesting treatment for purposes of equity incentive awards granted during or after FY 2023 based on his satisfaction of the required age and service requirements set forth in the award agreements, as well as an extension of the post-retirement exercise period for his vested stock options, as approved by the Compensation Committee.

  90. FY 2025 Summary Compensation Table

    FY 2025 Summary Compensation Table The FY 2025 Summary Compensation Table presents FY 2023, 2024, and 2025 “total compensation” (see footnotes for the included pay elements) for the NEOs. Mr. Luebke and Mr. Linz were not NEOs prior to FY 2025. •Actual value realized in FY 2025 for previously granted long-term incentives is presented in the FY 2025 Option Exercises and Stock Vested table on page 59. •Target annual and long-term incentive opportunities for FY 2025 are presented in the FY 2025 Grants of Plan-Based Awards table on page 55.

  91. FY 2025 Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) | Stock Awards ($)(1) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Melinda D. Whittington Board Chair, President and Chief Executive Officer | 2025 | 1,021,333 | 4,107,199 | — | 1,261,915 | 273,317 | 6,663,764 | | | 2024 | 981,667 | 3,553,220 | — | 1,083,606 | 253,617 | 5,872,110 | | | 2023 | 941,667 | 2,735,585 | 800,001 | 1,356,876 | 149,858 | 5,983,987 | | Taylor E. Luebke Senior Vice President and Chief Financial Officer | 2025 | 348,417 | 384,133 | — | 193,201 | 26,815 | 952,566 | | Michael A. Leggett Senior Vice President and Chief Supply Chain Officer | 2025 | 449,167 | 594,806 | — | 346,861 | 56,331 | 1,447,165 | | | 2024 | 430,850 | 532,616 | — | 297,224 | 50,541 | 1,311,231 | | | 2023 | 408,417 | 427,450 | 125,002 | 401,260 | 26,939 | 1,389,068 | | Robert Sundy II President, La-Z-Boy Brand and Chief Commercial Officer | 2025 | 494,167 | 577,592 | — | 305,299 | 61,171 | 1,438,229 | | | 2024 | 480,000 | 548,541 | — | 264,960 | 48,442 | 1,341,943 | | | 2023 | 436,583 | 344,503 | 100,749 | 314,532 | 35,212 | 1,231,579 | | Terrence J. Linz President, Portfolio Brands | 2025 | 476,667 | 559,564 | — | 294,501 | 45,205 | 1,375,937 | | Robert G. Lucian Former Senior Vice President and Chief Financial Officer | 2025 | 532,186 | 1,005,087 | — | 415,749 | 60,093 | 2,013,115 | | | 2024 | 520,833 | 909,078 | — | 359,312 | 64,302 | 1,853,525 | | | 2023 | 495,833 | 670,014 | 195,936 | 487,134 | 51,771 | 1,900,688 |

  92. FY 2025 Grants of Plan-Based Awards

    FY 2025 Grants of Plan-Based Awards The following table provides details of all incentive plan-based awards granted to the NEOs during FY 2025, all of which were granted under the 2022 Omnibus Incentive Plan except for the promotion award granted on January 15, 2025 to Mr. Luebke, which was granted under the 2024 Omnibus Incentive Plan. Specifically, the table presents the following FY 2025 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 2025 Summary Compensation Table (see page 53); •Performance-based units; and •Restricted stock units.

  93. FY 2025 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 (#) | Exercise or Base Price of Option Awards ($/Share) | Grant Date Fair Value of Stock and Option Awards(4) ($) | | Name | Grant Date | Approval Date | Threshold ($) | | Target ($) | Maximum ($) | Threshold (#) | | Target (#) | Maximum (#) | | | | | | | Melinda D. Whittington | | | | | | | | | | | | | | | | | 2025 Annual Incentive (MIP) | | | | 306,290 | 1,225,160 | 2,450,320 | | | | | | | | | | | Performance-Based Units | 6/24/2024 | | | | | | | 4,118 | 49,413 | 98,826 | | | | | 2,229,999 | | Restricted Stock Units | 6/24/2024 | | | | | | | | | | | 49,413 | | | 1,877,200 | | Taylor E. Luebke | | | | | | | | | | | | | | | | | 2025 Annual Incentive (MIP) | | | | 46,894 | 187,574 | 375,148 | | | | | | | | | | | Performance-Based Units | 6/24/2024 | | | | | | | 185 | 2,215 | 4,430 | | | | | 99,953 | | Restricted Stock Units | 6/24/2024 | | | | | | | | | | | 2,215 | | | 84,148 | | Restricted Stock Units | 1/15/2025 | 10/7/2024 | | | | | | | | | | 4,479 | | | 200,032 | | Michael A. Leggett | | | | | | | | | | | | | | | | | 2025 Annual Incentive (MIP) | | | | 84,190 | 336,758 | 673,516 | | | | | | | | | | | Performance-Based Units | 6/24/2024 | | | | | | | 596 | 7,156 | 14,312 | | | | | 322,950 | | Restricted Stock Units | 6/24/2024 | | | | | | | | | | | 7,156 | | | 271,856 | | Robert Sundy II | | | | | | | | | | | | | | | | | 2025 Annual Incentive (MIP) | | | | 74,102 | 296,407 | 592,814 | | | | | | | | | | | Performance-Based Units | 6/24/2024 | | | | | | | 579 | 6,949 | 13,898 | | | | | 313,599 | | Restricted Stock Units | 6/24/2024 | | | | | | | | | | | 6,949 | | | 263,993 | | Terrence J. Linz | | | | | | | | | | | | | | | | | 2025 Annual Incentive (MIP) | | | | 71,481 | 285,923 | 571,846 | | | | | | | | | | | Performance-Based Units | 6/24/2024 | | | | | | | 561 | 6,732 | 13,464 | | | | | 303,815 | | Restricted Stock Units | 6/24/2024 | | | | | | | | | | | 6,732 | | | 255,749 | | Robert G. Lucian | | | | | | | | | | | | | | | | | 2025 Annual Incentive (MIP) | | | | 100,910 | 403,640 | 807,280 | | | | | | | | | | | Performance-Based Units | 6/24/2024 | | | | | | | 1,008 | 12,092 | 24,184 | | | | | 545,712 | | Restricted Stock Units | 6/24/2024 | | | | | | | | | | | 12,092 | | | 459,375 |

  94. FY 2025 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. The “Threshold” estimated future payout shown reflects meeting the threshold goal with respect to only one of the performance goals.

  95. FY 2025 Grants of Plan-Based Awards

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  96. FY 2025 Grants of Plan-Based Awards

    (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 2025–2027 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 2025, including the portion of the annual restricted stock unit award that represented the promotional grant made to Mr. Luebke in connection with his promotion to the position of Senior Vice President and Chief Financial Officer. 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)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 13, “Stock-Based Compensation” of Item 8, “Financial Statements and Supplementary Data” of our Form 10-K for the fiscal year ended April 26, 2025, as filed with the SEC. In valuing the FY 2025 restricted stock unit awards, the fair value of each share was $37.99, the market value of our common stock on the date we granted the awards (the service inception date) and $44.66 for the promotional award granted on January 15, 2025 to Mr. Luebke. In valuing the portion of the FY 2025 performance-based unit awards subject to financial performance goals, the fair value of each share was $35.59, 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. In valuing the portion of the FY 2025 performance-based unit awards subject to rTSR goals, the fair value of each share was $54.67, 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.

  97. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End The following table presents all outstanding stock options and unvested stock awards (performance-based 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 25, 2025 (the last trading day of FY 2025), of $38.95.

  98. Outstanding Equity Awards at 2025 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 Units | | | | | | 32,619 | 1,270,510 | 164,810 | 6,419,350 | | Stock Options | 2023 | 50,632 | 50,634 | 24.41 | 6/28/2032 | | | | | | | 2022 | 76,281 | 25,428 | 37.93 | 6/21/2031 | | | | | | | 2021 | 34,605 | — | 27.54 | 6/22/2030 | | | | | | | 2020 | 21,919 | — | 30.24 | 6/17/2029 | | | | | | | 2019 | 34,003 | — | 33.15 | 6/18/2028 | | | | | | Restricted Stock/Stock Units | | | | | | 112,167 | 4,368,905 | | | | Taylor E. Luebke | | | | | | | | | | | Performance-Based Units | | | | | | 1,539 | 59,944 | 7,674 | 298,902 | | Stock Options | | | | | | | | | | | Restricted Stock/Stock Units | | | | | | 10,102 | 393,473 | | |

  99. Outstanding Equity Awards at 2025 Fiscal Year-End

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  100. Outstanding Equity Awards at 2025 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) | | Michael A. Leggett | | | | | | | | | | | Performance-Based Units | | | | | | 4,839 | 188,479 | 24,290 | 946,096 | | Stock Options | 2023 | 3,955 | 7,913 | 24.41 | 6/28/2032 | | | | | | Restricted Stock/Stock Units | | | | | | 17,918 | 697,906 | | | | Robert Sundy II | | | | | | | | | | | Performance-Based Units | | | | | | 4,903 | 190,972 | 24,312 | 946,952 | | Stock Options | 2023 | 6,376 | 6,377 | 24.41 | 6/28/2032 | | | | | | | 2022 | 4,881 | 1,628 | 37.93 | 6/21/2031 | | | | | | Restricted Stock/Stock Units | | | | | | 16,700 | 650,465 | | | | Terrence J. Linz | | | | | | | | | | | Performance-Based Units | | | | | | 4,749 | 184,974 | 23,554 | 917,428 | | Stock Options | 2023 | 6,354 | 6,355 | 24.41 | 6/28/2032 | | | | | | | 2022 | 4,668 | 1,557 | 37.93 | 6/21/2031 | | | | | | | 2021 | 5,268 | — | 27.54 | 6/22/2030 | | | | | | | 2020 | 6,674 | — | 30.24 | 6/17/2029 | | | | | | Restricted Stock/Stock Units | | | | | | 16,229 | 632,120 | | | | Robert G. Lucian | | | | | | | | | | | Performance-Based Units | | | | | | 8,239 | 320,909 | | | | Stock Options | 2023 | 24,802 | — | 24.41 | 4/26/2028 | | | | | | | 2022 | 18,117 | — | 37.93 | 10/23/2025 | | | | | | | 2021 | 4,354 | — | 27.54 | 10/23/2025 | | | | | | | 2020 | 5,516 | — | 30.24 | 10/23/2025 | | | | | | Restricted Stock/Stock Units | | | | | | 27,970 | 1,089,432 | | |

  101. Outstanding Equity Awards at 2025 Fiscal Year-End

    (1)Unvested stock options will vest as follows:

  102. Outstanding Equity Awards at 2025 Fiscal Year-End

    | Grant FY | Options Vesting Schedule | | 2023 | Unvested options vested or will vest 1/2 on June 28, 2025 and 1/2 on June 28, 2026. | | 2022 | Unvested options vested on June 21, 2025. |

  103. Outstanding Equity Awards at 2025 Fiscal Year-End

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  104. Outstanding Equity Awards at 2025 Fiscal Year-End

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

  105. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | FY 2025 Grant(a) (#) | FY 2024 Grant(b) (#) | Total (#) | | Melinda D. Whittington | 9,549 | 23,070 | 32,619 | | Taylor E. Luebke | 428 | 1,111 | 1,539 | | Michael A. Leggett | 1,383 | 3,456 | 4,839 | | Robert Sundy II | 1,342 | 3,561 | 4,903 | | Terrence J. Linz | 1,300 | 3,449 | 4,749 | | Robert G. Lucian | 2,336 | 5,903 | 8,239 |

  106. Outstanding Equity Awards at 2025 Fiscal Year-End

    (a)Earned and unvested performance-based units are shown and will vest on April 24, 2027. (b)Earned and unvested performance-based units are shown and will vest on April 25, 2026. Unvested restricted shares/units will vest as follows:

  107. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | FY 2025 Grant(a) (#) | FY 2024 Grant(b) (#) | FY 2023 Grant(c) (#) | FY 2022 Grant(d) (#) | Total (#) | | Melinda D. Whittington | 49,413 | 46,367 | 16,387 | — | 112,167 | | Taylor E. Luebke | 6,694 | 2,238 | 885 | 285 | 10,102 | | Michael A. Leggett | 7,156 | 6,951 | 2,561 | 1,250 | 17,918 | | Robert Sundy II | 6,949 | 7,158 | 2,065 | 528 | 16,700 | | Terrence J. Linz | 6,732 | 6,935 | 2,057 | 505 | 16,229 | | Robert G. Lucian | 12,092 | 11,863 | 4,015 | — | 27,970 |

  108. Outstanding Equity Awards at 2025 Fiscal Year-End

    (a)Unvested restricted stock units vested or will vest 1/4 on June 24, 2025, 1/4 on June 24, 2026, 1/4 on June 24, 2027, and 1/4 on June 24, 2028, except that in the case of Mr. Luebke’s January 15, 2025 restricted stock unit award with respect to 4,479 shares, unvested restricted stock units vest 1/4 on January 15, 2026, 1/4 on January 15, 2027, 1/4 on January 15, 2028, and 1/4 on January 15, 2029. (b)Unvested restricted stock units vested or will vest 1/3 on June 26, 2025, 1/3 on June 26, 2026, and 1/3 on June 26, 2027. (c)Unvested restricted stock units vested or will vest 1/2 on June 28, 2025 and 1/2 on June 28, 2026. (d)For Mr. Luebke, Sundy, and Linz’s award, unvested restricted stock vested on June 21, 2025. For Mr. Leggett's award, unvested restricted stock will vest on January 15, 2026. (3)Unearned performance-based units are shown assuming maximum performance for FY 2024 grant and maximum performance for FY 2025 grant.

  109. Outstanding Equity Awards at 2025 Fiscal Year-End

    | Name | Performance-Based Units | | Total (#) | | | FY 2025 Grant at Maximum(a) (#) | FY 2024 Grant at Maximum(b) (#) | | | Melinda D. Whittington | 82,362 | 82,448 | 164,810 | | Taylor E. Luebke | 3,692 | 3,982 | 7,674 | | Michael A. Leggett | 11,928 | 12,362 | 24,290 | | Robert Sundy II | 11,584 | 12,728 | 24,312 | | Terrence J. Linz | 11,222 | 12,332 | 23,554 | | Robert G. Lucian | — | — | — |

  110. Outstanding Equity Awards at 2025 Fiscal Year-End

    (a)Three-year performance period ends FY 2027 (April 2027). (b)Three-year performance period ends FY 2026 (April 2026).

  111. Outstanding Equity Awards at 2025 Fiscal Year-End

    | 58 | La-Z-Boy Incorporated |

  112. FY 2025 Option Exercises and Stock Vested

    FY 2025 Option Exercises and Stock Vested The following table provides details for each of the NEOs regarding stock options exercised and stock awards that vested during FY 2025.

  113. FY 2025 Option Exercises and Stock Vested

    | Name | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Melinda D. Whittington | — | — | 111,045 | 4,277,365 | | Taylor E. Luebke | — | — | 3,006 | 119,485 | | Michael A. Leggett | — | — | 18,502 | 720,534 | | Robert Sundy II | — | — | 17,950 | 710,589 | | Terrence J. Linz | — | — | 15,291 | 587,716 | | Robert G. Lucian | — | — | 27,764 | 1,068,897 |

  114. FY 2025 Option Exercises and Stock Vested

    (1)Amounts reflect the difference between the exercise price of the stock option and the market price of La-Z-Boy Incorporated's common stock at the time of exercise. (2)The dollar value of the vested performance-based units is based on the closing price of the company’s common stock on April 25, 2025 (the last trading day of FY 2025). The dollar value of the vested restricted stock/stock units reflects the total pre-tax value realized (based on the closing price of the company's common stock on the vesting date).

  115. FY 2025 Non-Qualified Deferred Compensation Plans

    FY 2025 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 PCRP. During FY 2025, our participating NEOs remained eligible to receive earnings credits under our PCRP, and were also eligible to participate in our Executive Deferred Compensation Plan. The following table provides details for the NEOs regarding the PCRP.

  116. FY 2025 Non-Qualified Deferred Compensation Pursuant to PCRP

    FY 2025 Non-Qualified Deferred Compensation Pursuant to PCRP

  117. FY 2025 Non-Qualified Deferred Compensation Pursuant to PCRP

    | Name | Executive Contribution in FY 2025 ($)(1) | Registrant Contributions in FY 2025 ($)(2) | Aggregate Earnings in FY 2025 ($)(3) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at FYE 2025 ($)(4) | | Melinda D. Whittington | — | — | 71,282 | — | 1,367,324 | | Taylor E. Luebke | — | — | — | — | — | | Michael A. Leggett | — | — | — | — | — | | Robert Sundy II | — | — | 9,069 | — | 173,974 | | Terrence J. Linz | — | — | 24,466 | — | 469,306 | | Robert G. Lucian | — | — | 25,491 | — | 488,970 |

  118. FY 2025 Non-Qualified Deferred Compensation Pursuant to PCRP

    (1)No executive contributions are permitted under the plan. (2)No company contributions were made with respect to FY 2025. (3)Earnings were not reported in the FY 2025 Summary Compensation Table because they were not above-market or preferential. Aggregate earnings are based on an interest rate that corresponds to yields on 20-year AA corporate bonds. (4)Aggregate balances include the FY 2025 earnings and accumulated balances from prior years, which include prior company contributions and earnings credits. Please refer to page 50 for a discussion of vesting and distribution criteria.

  119. FY 2025 Non-Qualified Deferred Compensation Pursuant to PCRP

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  120. FY 2025 Non-Qualified Deferred Compensation Pursuant to PCRP

    The following table provides details of each NEO's accounts under the Executive Deferred Compensation Plan as of April 26, 2025. Company contribution amounts reflect contributions that could not be made under the 401(k) plan due to IRS rules. Aggregate balances include deferred salary and MIP awards earned in prior years but voluntarily deferred by the officers. Additional discussion of the Executive Deferred Compensation Plan is presented below the table.

  121. FY 2025 Non-Qualified Deferred Compensation

    FY 2025 Non-Qualified Deferred Compensation

  122. FY 2025 Estimated Payments Upon Termination or Change in Control

    FY 2025 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.

  123. FY 2025 Estimated Payments Upon Termination or Change in Control

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  124. 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, assuming the event occurred on April 26, 2025. The value of equity awards is based on the closing price of $38.95 of the company’s stock on April 25, 2025 (the last trading day of FY 2025). 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.

  125. 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) | 3,084,000 | — | — | — | — | | Annual Incentive (3 times average actual MIP amount paid in prior 3 years) | 3,866,082 | — | — | — | — | | Stock Options (accelerated vesting) | 762,155 | — | 762,155 | 762,155 | — | | Restricted Stock/Stock Units (accelerated vesting or continued vesting) | 4,368,905 | — | 4,368,905 | 4,368,905 | — | | Performance-Based Shares/Units (accelerated vesting) | 6,580,641 | — | 1,270,510 | 1,270,510 | — | | Broad-Based Benefits(6) | 62,070 | — | — | — | 41,380 | | Severance Payment | — | — | — | — | 4,633,388 | | Total Incremental Pay(7) | 18,723,853 | — | 6,401,570 | 6,401,570 | 4,674,768 | | Taylor E. Luebke | | | | | | | Base Salary (2 times annual salary) | 880,000 | — | — | — | — | | Annual Incentive (2 times average actual MIP amount paid in prior 3 years) | 208,620 | — | — | — | — | | Stock Options (accelerated vesting) | — | — | — | — | — | | Restricted Stock/Stock Units (accelerated vesting or continued vesting) | 393,473 | — | 393,473 | 393,473 | — | | Performance-Based Shares/Units (accelerated vesting) | 307,121 | — | 59,944 | 59,944 | — | | Broad-Based Benefits(6) | 26,996 | — | — | — | 13,498 | | Severance Payment | — | — | — | — | 544,310 | | Total Incremental Pay(7) | 1,816,210 | — | 453,417 | 453,417 | 557,808 |

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

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  127. 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 ($) | | Michael A. Leggett | | | | | | | Base Salary (2 times annual salary) | 904,000 | — | — | — | — | | Annual Incentive (2 times average actual MIP amount paid in prior 3 years) | 527,991 | — | — | — | — | | Stock Options (accelerated vesting) | 115,055 | — | 115,055 | 115,055 | | | Restricted Stock/Stock Units (accelerated vesting or continued vesting) | 697,906 | — | 697,906 | 697,906 | — | | Performance-Based Shares/Units (accelerated vesting) | 970,946 | — | 188,479 | 188,479 | — | | Broad-Based Benefits(6) | 30,790 | — | — | — | 15,395 | | Severance Payment | — | — | — | — | 715,996 | | Total Incremental Pay(7) | 3,246,688 | — | 1,001,440 | 1,001,440 | 731,391 | | Robert Sundy II | | | | | | | Base Salary (2 times annual salary) | 994,000 | — | — | — | — | | Annual Incentive (2 times average actual MIP amount paid in prior 3 years) | 579,508 | — | — | — | — | | Stock Options (accelerated vesting) | 94,382 | — | 94,382 | 94,382 | — | | Restricted Stock/Stock Units (accelerated vesting or continued vesting) | 650,465 | — | 650,465 | 650,465 | — | | Performance-Based Shares/Units (accelerated vesting) | 974,101 | — | 190,972 | 190,972 | — | | Broad-Based Benefits(6) | 10,198 | — | — | — | 5,099 | | Severance Payment | — | — | — | — | 786,754 | | Total Incremental Pay(7) | 3,302,654 | — | 935,819 | 935,819 | 791,853 | | Terrence J. Linz | | | | | | | Base Salary (2 times annual salary) | 958,000 | — | — | — | — | | Annual Incentive (2 times average actual MIP amount paid in prior 3 years) | 563,171 | — | — | — | — | | Stock Options (accelerated vesting) | 93,990 | — | 93,990 | 93,990 | — | | Restricted Stock/Stock Units (accelerated vesting or continued vesting) | 632,120 | — | 632,120 | 632,120 | — | | Performance-Based Shares/Units (accelerated vesting) | 943,720 | — | 184,974 | 184,974 | — | | Broad-Based Benefits(6) | 11,238 | — | — | — | 5,619 | | Severance Payment | — | — | — | — | 760,585 | | Total Incremental Pay(7) | 3,202,239 | — | 911,084 | 911,084 | 766,204 |

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

    (1)Amounts shown for performance-based shares/units reflect their values as of April 26, 2025, 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 payment, these calculations assume that the NEO undergoes a qualifying termination of employment immediately following the change-in-control. Furthermore, with respect to restricted stock/stock unit and stock option awards granted prior to FY 2023, these calculations assume that the Board has exercised discretion to

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

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

    provide for full accelerated vesting of such awards in connection with a qualifying termination immediately following the change in control. (2)Reflects value as of April 26, 2025, of all outstanding unvested stock options. (3)Ms. Whittington, Mr. Luebke, Mr. Leggett, Mr. Sundy, and Mr. Linz were not eligible for retirement as of April 26, 2025. Mr. Lucian was not eligible to retire under the retirement definition applicable to the FY 2022 and prior grants as of April 26, 2025; however, he was retirement eligible under the retirement definition applicable to awards granted in or after FY 2023. (4)Amounts shown for performance-based shares/units reflect their values as of April 26, 2025, based on targets for FY 2024 and FY 2025 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 26, 2025, based on targets for FY 2024 and FY 2025 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 In addition to the above, under the terms of the Executive Deferred Compensation Plan, Mr. Leggett would be entitled to accelerated vesting of the unvested portion of his company contributions account ($19,308) thereunder upon a “change in control” or upon his termination of employment for disability (each as defined in the plan) or upon his death. As noted earlier, Mr. Lucian retired from the company effective April 26, 2025. Pursuant to the terms of the company’s MIP and long-term incentive awards, Mr. Lucian received the following benefits upon his retirement: (i) a FY 2025 MIP payout based on eligible earnings and actual company performance during the fiscal year ($415,749); (ii) accelerated vesting of unvested stock options (estimated value of $180,325); (iii) vesting of performance-based unit awards for fiscal years completed prior to Mr. Lucian’s separation (estimated value of $1,154,634 based on actual performance during the applicable fiscal year); and (iv) continued vesting of unvested restricted stock units granted during or after FY 2023 (estimated value of $1,089,432). All share awards are valued based on the closing stock price of a share of company common stock on April 25, 2025 ($38.95), which is the last trading day prior to Mr. Lucian’s retirement date. In connection with his retirement from the company and in consideration of the timing of his retirement in relation to the restrictions on trading under our insider trading policy, the Compensation Committee also extended the post-termination exercise period for his vested options from 90 days to 180 days. CEO Pay Ratio For FY 2025, our last completed fiscal year, the median annual total compensation of all our employees (other than our CEO) was $36,229 and the annual total compensation of our CEO was $6,663,764. Accordingly, the ratio of our CEO’s annual total compensation to the median annual compensation of all other employees was estimated to be 184:1. We believe this ratio is a reasonable estimate calculated in a manner consistent with applicable SEC rules. The median employee selected on February 1, 2024 for last year's CEO pay ratio disclosure has left the company, so we selected another employee whose compensation is substantially similar to the original median employee's compensation based on the compensation measure used to select the original median employee in 2023. 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,

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

    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 2025 annual total compensation using the same methodology we used in the FY 2025 Summary Compensation Table. 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/unit awards, stock options and restricted stock/stock unit awards, which remain subject to forfeiture if the vesting conditions are not satisfied.

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

    | Pay Versus Performance | | | | | | | | | | | | | 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) | Value of Initial Fixed $100 Investment Based On:(4) | | | | | Year(1) | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($)(5) | Net Income ($000) | Sales ($000)(6) | | FY 2025 | 6,663,764 | N/A | 9,988,446 | N/A | 1,445,402 | 1,642,794 | 203.90 | 192.81 | 99,556 | 2,109,207 | | FY 2024 | 5,872,110 | N/A | 7,158,165 | N/A | 1,509,549 | 1,754,668 | 169.85 | 184.06 | 122,626 | 2,047,027 | | 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 |

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

    (1)The PEO and NEOs for the applicable fiscal years were as follows: a.FY 2025: Melinda D. Whittington served as the company’s PEO for the entirety of FY 2025 and the company’s other NEOs were: Taylor E. Luebke, Michael A. Leggett, Robert Sundy II, Terrence J. Linz, and Robert G. Lucian. b.FY 2024: Melinda D. Whittington served as the company's PEO for the entirety of FY 2024 and the company's other NEOs were: Robert G. Lucian, Rebecca M. Reeder, Robert Sundy II, and Michael A. Leggett. c.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. d.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. e.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

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

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

    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 2025 Annual Report. (6)For FY 2025, 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 2025 MIP and FY 2025 - 2027 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.

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

    | 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 2025 | 6,663,764 | (4,107,199) | 4,609,892 | 1,593,566 | — | 1,139,356 | — | 89,067 | 9,988,446 | | FY 2024 | 5,872,110 | (3,553,220) | 4,308,474 | 732,296 | — | (257,947) | — | 56,452 | 7,158,165 | | 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 2025 | 1,445,402 | (624,236) | 524,306 | 178,144 | 17,274 | 176,307 | (88,788) | 14,385 | 1,642,794 | | FY 2024 | 1,509,549 | (698,139) | 845,458 | 100,581 | — | (15,249) | — | 12,468 | 1,754,668 | | 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 |

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

    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/unit 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/unit awards, based on the probable outcome of the underlying performance-based vesting conditions as of the last day of the fiscal year.

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

    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.

  141. TSR: Company versus Peer Group and Compensation Actually Paid

    TSR: Company versus Peer Group and Compensation Actually Paid As shown in the chart below, our five-year cumulative TSR for the period of FY 2021 through FY 2025 is slightly less than the TSR for companies included in our peer group TSR for FY 2021 through FY 2024 and slightly above our peer group TSR in FY 2025. As this chart demonstrates, Compensation Actually Paid for our PEOs and our other NEOs was generally aligned with our TSR during the applicable period.

  142. TSR: Company versus Peer Group and Compensation Actually Paid

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  143. Compensation Actually Paid versus Sales (Company Selected Measure)

    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.

  144. Compensation Actually Paid versus Sales (Company Selected Measure)

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  145. Compensation Actually Paid versus Net Income

    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. 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 2025: •Sales •Operating Margin •Operating Cash Flow •Relative TSR •Stock Price (through the use of equity-based awards) Equity Grant Timing The Compensation Committee and senior management monitor the company’s equity grant policies to evaluate whether such policies comply with governing regulations and are consistent with good corporate governance practices. Annual equity grants to the executive officers are generally made at the Compensation Committee meeting held in June of each year, after results for the preceding fiscal year become available and after review and evaluation of each executive officer’s performance, enabling the Compensation Committee to consider both the prior year’s performance and expectations for the succeeding year in making equity grant decisions. However, the Compensation Committee may make grants at any time during the year it deems appropriate. The company does not schedule its equity grants in anticipation of the release of material non-public information (“MNPI”) nor does the company time the release of MNPI based on equity grant dates.

  146. Compensation Actually Paid versus Net Income

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